Cyberkinetics Neurotechnology Systems, Inc.
EX-10.1 FOURTH AMENDED AND RESTATED 2002 EQUITY INCENTIVE PLAN
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<TYPE>EX-10.1
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<FILENAME>b61235ciexv10w1.htm
<DESCRIPTION>EX-10.1 FOURTH AMENDED AND RESTATED 2002 EQUITY INCENTIVE PLAN
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<DIV align="right" style="font-size: 10pt; margin-top: 12pt">Exhibit&nbsp;10.1
</DIV>


<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>CYBERKINETICS NEUROTECHNOLOGY SYSTEMS, INC.<BR>
FOURTH AMENDED AND RESTATED 2002 EQUITY INCENTIVE PLAN<BR>
Initially adopted: effective as of August&nbsp;12, 2002<BR>
Approved by stockholders: effective as of August&nbsp;12, 2002<BR>
First amendment and restatement: as of June&nbsp;20, 2003<BR>
Amendment approved by stockholders: as of June&nbsp;20, 2003<BR>
Second amendment and restatement: as of April&nbsp;30, 2004<BR>
Amendment approved by stockholders: as of April&nbsp;30, 2004<BR>
Third amendment and restatement: as of March&nbsp;30, 2005<BR>
Amendment approved by stockholders: as of June&nbsp;23, 2005<BR>
Fourth amendment and restatement: as of April&nbsp;11, 2006<BR>
Amendment approved by stockholders: as of June&nbsp;7, 2006<BR>
Termination date: August&nbsp;12, 2012</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B>Section&nbsp;1. </B><U><B>General</B></U><B>.</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(<B>a)&nbsp;</B><I>Purpose of the Plan. </I>Cyberkinetics Neurotechnology Systems, Inc. (the &#147;<U>Company</U>&#148;),
by means of the Plan, seeks to retain the services of eligible recipients and to provide incentives
for eligible recipients to exert efforts for the success of the Company and its Affiliates.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(<B>b)&nbsp;</B><I>Eligible Stock Award Recipients. </I>The persons eligible to receive Stock Awards are the
Employees, Directors and Consultants of the Company and its Affiliates.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(<B>c)&nbsp;</B><I>Available Stock Awards. </I>The purpose of the Plan is to provide a means by which
Participants may be given an opportunity to benefit from increases in the value of the Common Stock
through the granting of the following Stock Awards: <B>(i) </B>Incentive Stock Options, <B>(ii) </B>Nonstatutory
Stock Options, <B>(iii) </B>stock bonuses, and <B>(iv) </B>rights to acquire restricted stock.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(<B>d)&nbsp;</B><I>Definitions. </I>Capitalized terms not defined elsewhere in this Agreement are defined in
Section&nbsp;15 of the Plan.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B>Section&nbsp;2. </B><U><B>Administration</B></U><B>.</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(<B>a)&nbsp;</B><I>Administration by Board. </I>The Board shall administer the Plan unless and until the Board
delegates administration to a Committee, as provided in Section&nbsp;2(c).
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(<B>b)&nbsp;</B><I>Powers of Board. </I>The Board shall have the power, subject to, and within the limitations
of, the express provisions of the Plan:
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(<B>i) </B>to determine from time to time which of the persons eligible under
the Plan shall be granted Stock Awards; when and how each Stock Award
shall be granted; what type or combination of types of Stock Award shall
be granted; the provisions of each Stock Award granted (which need not be
identical), including the time or times when a person shall be permitted
to receive Common Stock pursuant to a Stock Award; the number of shares
of Common Stock with respect to which a Stock Award shall be granted to
each such person; whether shares of Common Stock acquired pursuant to a
Stock Award shall be subject to forfeiture or buy back; and the form of
consideration that the Company may receive upon exercise of an Option or
a right to acquire restricted stock;
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(<B>ii) </B>to construe and interpret the Plan and Stock Awards granted under
it, and to establish, amend and revoke rules and regulations for its
administration, including the correction of any defect, omission or
inconsistency in the Plan or in any Stock Award Agreement, in a manner
and to the extent the Board shall deem necessary or expedient to make the
Plan fully effective;
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(<B>iii) </B>to amend the Plan or a Stock Award as provided in Section&nbsp;11; and
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(<B>iv) </B>generally, to exercise such powers and to perform such acts as the
Board deems necessary or expedient to promote the best interests of the
Company and that are not in conflict with the provisions of the Plan.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(<B>c)&nbsp;</B><I>Delegation to Committee.</I>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(<B>i) </B><I>General. </I>From time to time, the Board may delegate
administration of the Plan to a Committee or Committees of one or
more members of the Board, and the term &#147;<U>Committee</U>&#148; shall apply to
any person or persons to whom such authority has been delegated. If
administration is delegated to a Committee, the Committee shall
have, in connection with the administration of the Plan, the powers
theretofore possessed by the Board, including the power to delegate
to a subcommittee any of the administrative powers the Committee is
authorized to exercise (and references in this Plan to the Board
shall thereafter be to the Committee or subcommittee), subject,
however, to such resolutions, not inconsistent with the provisions
of the Plan, as may be adopted from time to time by the Board. The
Board may abolish the Committee at any time and revest in the Board
the administration of the Plan.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(<B>ii) </B><I>Committee Composition when Common Stock is Publicly Traded. </I>At
such time as the Common Stock is publicly traded, in the discretion
of the Board, a Committee may consist solely of two or more Outside
Directors, in accordance with Section&nbsp;162(m)
</DIV>

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<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">of the Code, and/or
solely of two or more Non-Employee Directors, in accordance with
Rule&nbsp;16b-3. Within the scope of such authority, the Board or the
Committee may <B>(1) </B>delegate to a committee of one or more members of
the Board who are not Outside Directors the authority to grant Stock
Awards to eligible persons who are either <B>(a) </B>not then Covered
Employees and are not expected to be Covered Employees at the time
of recognition of income resulting from such Stock Award, or <B>(b) </B>not
persons with respect to whom the Company wishes to comply with
Section 162(m) of the Code, and/or <B>(2) </B>delegate to a committee of
one or more members of the Board who are not Non-Employee Directors
the authority to grant Stock Awards to eligible persons who are not
then subject to Section&nbsp;16 of the Exchange Act.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(<B>d)&nbsp;</B><I>Effect of Board&#146;s Decision. </I>All determinations, interpretations and constructions made by
the Board in good faith shall not be subject to review by any person and shall be final, binding
and conclusive on all persons.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B>Section&nbsp;3. </B><U><B>Shares Subject to the Plan</B></U><B>.</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(<B>a)&nbsp;</B><I>Share Reserve. </I>Subject to the provisions of Section&nbsp;10 relating to adjustments upon
changes in Common Stock, the Common Stock that may be issued pursuant to Stock Awards shall not
exceed, in the aggregate 4,400,000 shares of Common Stock, par value $0.0001 per share.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(<B>b)&nbsp;</B><I>Reversion of Shares to the Share Reserve. </I>If any Stock Award shall for any reason expire
or otherwise terminate, in whole or in part, without having been exercised in full, the shares of
Common Stock not acquired under such Stock Award shall revert to and again become available for
issuance under the Plan.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(<B>c)&nbsp;</B><I>Source of Shares. </I>The shares of Common Stock subject to the Plan may be unissued shares or
reacquired shares, bought on the market or otherwise.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B>Section&nbsp;4. </B><U><B>Options</B></U><B>.</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Each Option shall be in such form and shall contain such terms and conditions as the Board
shall deem appropriate. All Options shall be separately designated Incentive Stock Options or
Nonstatutory Stock Options at the time of grant, and, if stock certificates are issued, such
certificates will include a legend that will indicate whether each such certificate was issued
pursuant to exercise of an Incentive Stock Option or Nonstatutory Stock Option; <I>provided, however</I>,
that notwithstanding the following, an Incentive Stock Option may provide that it will remain
exercisable as a Nonstatutory Stock Option after an event or series of events that may otherwise
disqualify such Option from being an Incentive Stock Option. The provisions of separate Options
need not be identical, but each Option shall include (through incorporation of provisions hereof by
reference in the Option Agreement for shares of Common Stock or otherwise) the substance of each of
the following provisions:
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(<B>a) </B><I>Eligibility.</I>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 4%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(<B>i) </B><I>Incentive Stock Options. </I>Incentive Stock Options may be granted only to Employees.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 4%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(<B>ii) </B><I>Nonstatutory Stock Options. </I>Nonstatutory Stock Options may be granted to Employees, Directors and Consultants.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(<B>b) </B><I>Term. </I>No Incentive Stock Option shall be exercisable after the
expiration of ten years from the date it was granted; <I>provided
however </I>that no Incentive Stock Option granted to a Ten Percent
Stockholder shall be exercisable after the expiration of five years
from the date it was granted.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(<B>c) </B><I>Exercise Price.</I>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 4%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(<B>i) </B><I>Generally. </I>Subject to clauses (ii)&nbsp;and (iii)&nbsp;below, the Board of
Directors may determine exercise price of Options granted pursuant
to this Plan; <I>provided, however</I>, that the exercise price of an
Option shall be not less than the par value of the Common Stock
subject to the Option.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 4%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(<B>ii) </B><I>Incentive Stock Option. </I>The exercise price of each Incentive
Stock Option shall be not less than 100% of the Fair Market Value of
the Common Stock subject to the Option on the date the Option is
granted; <I>provided, however</I>, that a Ten Percent Stockholder shall not
be granted an Incentive Stock Option unless the exercise price of
such Option is at least 110% of the Fair Market Value of the Common
Stock on the date of grant. Notwithstanding the foregoing, an
Incentive Stock Option may be granted with an exercise price lower
than that set forth in the preceding sentence if such Option is
granted pursuant to an assumption or substitution for another option
in a manner satisfying the provisions of Section 424(a) of the Code.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 4%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(<B>iii) </B><I>Nonstatutory Stock Option. </I>The exercise price of each
Nonstatutory Stock Option shall be determined by the Board of
Directors on the date the Option is granted; <I>provided, however</I>, that
subsequent to the Listing Date, the exercise price of each
Nonstatutory Stock Option granted pursuant to this Plan shall be at
least 85% of the Fair Market Value of the Common Stock subject to
the Option on the date the Option is granted.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(<B>d) </B><I>Consideration. </I>The purchase price of Common Stock acquired
pursuant to an Option shall be paid, to the extent permitted
</DIV>

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<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">by applicable statutes and regulations, either <B>(i) </B>in cash at the time
the Option is exercised, or <B>(ii) </B>at the discretion of the Board at
the time of the grant of the Option (or subsequently in the case of
a Nonstatutory Stock Option) <B>(1) </B>by delivery to the Company of other
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;shares of Common Stock, <B>(2) </B>according to a deferred payment or a
similar arrangement with the Optionholder, or <B>(3) </B>in any other form
of legal consideration that may be acceptable to the Board. Unless
otherwise specifically provided in the Option, the purchase price of
Common Stock acquired pursuant to an Option that is paid by delivery
to the Company of other Common Stock acquired, directly or
indirectly from the Company, shall be paid only by shares of the
Common Stock of the Company that have been held for more than six
months (or such longer or shorter period of time required to avoid a
charge to earnings for financial accounting purposes). At any time
that the Company is incorporated in the State of Delaware, payment
of the Common Stock&#146;s &#147;par value,&#148; as defined in the Delaware
General Corporation Law shall not be made by deferred payment. In
the case of any deferred payment arrangement, interest shall be
compounded at least annually and shall be charged at the market rate
of interest necessary, as determined by the Board, to avoid a charge
to earnings for financial accounting purposes.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(<B>e) </B><I>Transferability.</I>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 4%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(<B>i) </B><I>Incentive Stock Option. </I>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
Optionholder only by the Optionholder.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 4%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(<B>ii) </B><I>Nonstatutory Stock Option. </I>A Nonstatutory Stock Option shall be
non-transferable, unless otherwise expressly provided in the Option
Agreement. If a Nonstatutory Stock Option does not provide for
transferability or otherwise states that it is non-transferable,
then the Nonstatutory 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 Optionholder only by the
Optionholder.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(<B>f) </B><I>Vesting Generally. </I>The total number of shares of Common Stock
subject to an Option may, but need not, vest and therefore become
exercisable in periodic installments that may, but need not, be
equal. The Option may be subject to such other terms and conditions
on the time or times when it may be exercised (which may be based on
performance or other criteria) as the Board may deem appropriate.
The vesting provisions of individual Options may vary.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(<B>g) </B><I>Limitations on the Exercise of Incentive Stock Options.</I>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 4%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(<B>i) </B><I>Termination of Employee Status Generally. </I>In the event an
Incentive Stock Option holder&#146;s Employment terminates (other than
upon the Optionholder&#146;s death or Disability), the Optionholder may
exercise his or her Option (to the extent that the Optionholder was
entitled to exercise such Option as of the date of termination) but
only within such period of time ending on the earlier of <B>(1) </B>the
date three months following the effective date of termination of the
Optionholder&#146;s Employment (or such shorter period specified in the
Option Agreement), or <B>(2) </B>the expiration of the term of the Option
as set forth in the Option Agreement. If, after termination, the
Optionholder does not exercise his or her Option within the time
specified in the Option Agreement, the Option shall terminate.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 4%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(<B>ii) </B><I>Disability of Optionholder. </I>In the event that an Incentive
Stock Option holder&#146;s Employment terminates as a result of his or
her Disability, the Optionholder may exercise his or her Option (to
the extent that the Optionholder was entitled to exercise such
Option as of the date of termination), but only within such period
of time ending on the earlier of <B>(1) </B>the date that is twelve months
following such effective date of termination (or such shorter period
specified in the Option Agreement) or <B>(2) </B>the expiration of the term
of the Option as set forth in the Option Agreement. If, after the
effective date of termination, the Optionholder does not exercise
his or her Option within the time specified herein, the Option shall
terminate.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 4%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(<B>iii) </B><I>Death of Optionholder. </I>In the event <B>(1) </B>an Incentive
Stockholder&#146;s Employment terminates as a result of the his or her
death, or <B>(2) </B>the Optionholder dies within the period (if any)
specified in the Option Agreement after the termination of the
Optionholder&#146;s Employment during which he or she may exercise such
Option, then the Option may be exercised (to the extent the
Optionholder was entitled to exercise such Option as of the date of
death) by the Optionholder&#146;s estate or by a person who acquired the
right to exercise the Option by bequest or inheritance, but only
within the period ending on the earlier of <B>(x) </B>the date twelve
months following the date of death (or such shorter period specified
in the Option Agreement), or <B>(y) </B>the expiration of such Option. If,
after death, the Option is not exercised within the time specified
herein, the Option shall terminate.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 4%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(<B>iv) </B><I>Incentive Stock Option $100,000 Limitation. </I>To the extent that
the aggregate Fair Market Value (determined at the time of grant) of
Common Stock with respect to which Incentive Stock Options are
exercisable for the first time by any Optionholder during any
calendar year (under all plans of the Company and its Affiliates)
are in excess of $100,000, the Options or portions thereof that
exceed such limit (according to the order that they were granted)
shall be treated as Nonstatutory Stock Options.
</DIV>

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<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(<B>h) </B><I>Extension of Termination Date. </I>A Nonstatutory Stock Option
Agreement may provide that if the exercise of the Option following
the termination of the Optionholder&#146;s Continuous Service (other than
upon the Optionholder&#146;s death or Disability) would be prohibited at
any time solely because the issuance of shares of Common Stock would
violate the registration requirements under the Securities Act, then
the Option may terminate on the earlier of <B>(i) </B>the expiration of the
term of the Option set forth in Section&nbsp;3(b), or <B>(ii) </B>the expiration
of a period of three months after the termination of the
Optionholder&#146;s Continuous Service during which the exercise of the
Option would not be in violation of such registration requirements.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(<B>i) </B><I>Early Exercise. </I>An Option Agreement may, but need not, include a
provision whereby the Optionholder may elect at any time before the
Optionholder&#146;s Continuous Service terminates to exercise the Option
as to any part or all of the shares of Common Stock subject to the
Option prior to the full vesting of the Option. Any unvested shares
of Common Stock so purchased may be subject to a repurchase option
in favor of the Company or to any other restriction the Board
determines to be appropriate.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(<B>j) </B><I>Right of First Refusal. </I>An Option may, but need not, include a
provision whereby the Company may elect, prior to the Listing Date,
to exercise a right of first refusal following receipt of notice
from the Optionholder of the intent to transfer all or any part of
the shares of Common Stock received upon the exercise of the Option.
Except as expressly provided in this Section&nbsp;4(j), such right of
first refusal shall otherwise comply with any applicable provisions
of the Bylaws of the Company.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(<B>k) </B><I>Deferred Delivery. </I>An Option may, but need not, include
provisions relating to deferred delivery of shares of Common Stock
upon its exercise as may be determined by the Board of Directors.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(<B>l) </B><I>Re-Load Options. </I>Without in any way limiting the authority of
the Board to make or not to make grants of Options hereunder, the
Board shall have the authority (but not an obligation) to include as
part of any Option Agreement a provision entitling the Optionholder
to a further Option (a &#147;<U>Re-Load Option</U>&#148;) in the event the
Optionholder exercises the Option evidenced by the Option Agreement,
in whole or in part, by surrendering other shares of Common Stock in
accordance with this Plan and the terms and conditions of the Option
Agreement. Unless otherwise specifically provided in the Option, the
Optionholder shall not surrender shares of Common Stock acquired,
directly or indirectly from the Company, unless such shares have
been held for more than six months (or such longer or shorter period
of time required to avoid a charge to earnings for financial
accounting purposes).
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 4%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(<B>i) </B>Any such Re-Load Option shall <B>(1) </B>provide for a number of shares
of Common Stock equal to the number of shares of Common Stock
surrendered as part or all of the exercise price of such Option; <B>(2)</B>
have an expiration date which is the same as the expiration date of
the Option the exercise of which gave rise to such Re-Load Option;
and <B>(3) </B>have an exercise price which is equal to 100% of the Fair
Market Value of the Common Stock subject to the Re-Load Option on
the date of exercise of the original Option (subject to the
provisions of Section&nbsp;4(c)(2) in the event such Option is an
Incentive Stock Option). Notwithstanding the foregoing, a Re-Load
Option shall be subject to the same exercise price and term
provisions heretofore described for Options under the Plan.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 4%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(<B>ii) </B>Any such Re-Load Option may be an Incentive Stock Option or a
Nonstatutory Stock Option, as the Board may designate at the time of
the grant of the original Option; <I>provided, however</I>, that the
designation of any Re-Load Option as an Incentive Stock Option shall
be subject to the $100,000 annual limitation on the ability to
exercise Incentive Stock Options described in Section 422(d) of the
Code. There shall be no Re-Load Options on a Re-Load Option. Any
such Re-Load Option shall be subject to the availability of
sufficient shares of Common Stock under Section 3(a) and the
&#147;Section&nbsp;162(m) Limitation&#148; on the grants of Options under Section
4(g)(iv) and shall be subject to such other terms and conditions as
the Board may determine which are not inconsistent with the express
provisions of the Plan regarding the terms of Options.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B>Section&nbsp;5. </B><U><B>Stock Bonus Awards and Rights to Acquire Restricted Stock</B></U><B>.</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(<B>a)&nbsp;</B><I>Stock Bonus Awards. </I>Each stock bonus agreement shall be in such form and shall contain
such terms and conditions as the Board shall deem appropriate. Subject to the terms of this Section
5(a), the terms and conditions of stock bonus agreements may change from time to time, and the
terms and conditions of separate stock bonus agreements need not be identical.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(<B>i) </B><I>Consideration. </I>A stock bonus may be awarded in consideration for
past services actually rendered to the Company or an Affiliate for
its benefit.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(<B>ii) </B><I>Vesting. </I>Shares of Common Stock awarded under the stock bonus
agreement may, but need not, be subject to a share repurchase option
in favor of the Company in accordance with a vesting schedule to be
determined by the Board.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(<B>iii) </B><I>Termination of Participant&#146;s Continuous Service. </I>A stock bonus
may provide that in the event a Participant&#146;s Continuous Service
terminates, the Company may reacquire any or all of the shares of
Common Stock held by a Participant which have not vested as of the
date of termination under the terms of the stock bonus agreement.
</DIV>

<P align="center" style="font-size: 10pt">&nbsp;
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(<B>iv) </B><I>Transferability. </I>Rights to acquire shares of Common Stock under
a stock bonus agreement shall be transferable by the Participant
only upon such terms and conditions as are set forth in the stock
bonus agreement, and as the Board shall determine in its discretion,
so long as Common Stock awarded under the stock bonus agreement
remains subject to the terms of the stock bonus agreement and the
Investor Rights Agreement.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(<B>b)&nbsp;</B><I>Restricted Stock Awards. </I>Each restricted stock purchase agreement shall be in such form
and shall contain such terms and conditions as the Board shall deem appropriate. Subject to the
terms of this Section 5(b) the terms and conditions of the restricted stock purchase agreements may
change from time to time, and the terms and conditions of separate restricted stock purchase
agreements need not be identical.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(<B>i) </B><I>Purchase Price. </I>The purchase price of restricted stock awards
may be determined by the Board of Directors, but shall not be less
than 85% of the Fair Market Value of the Common Stock on the date
issued.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(<B>ii) </B><I>Consideration. </I>The purchase price of Common Stock acquired
pursuant to the restricted stock purchase agreement may be paid
either: <B>(a) </B>in cash at the time of purchase; <B>(b) </B>at the discretion
of the Board, according to a deferred payment or other similar
arrangement with the Participant; or <B>(c) </B>in any other form of legal
consideration that may be acceptable to the Board in its discretion;
<I>provided, however</I>, that payment of the Common Stock&#146;s &#147;par value,&#148;
as defined in the Delaware General Corporation Law shall not be made
by deferred payment.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(<B>iii) </B><I>Vesting. </I>Shares of Common Stock acquired under the restricted
stock purchase agreement may, but need not, be subject to a share
repurchase option in favor of the Company in accordance with a
vesting schedule to be determined by the Board.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(<B>iv) </B><I>Termination of Participant&#146;s Continuous Service. </I>In the event a
Participant&#146;s Continuous Service terminates, the Company may
repurchase or otherwise reacquire any or all of the shares of Common
Stock held by the Participant which have not vested as of the date
of termination under the terms of the restricted stock purchase
agreement.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(<B>v) </B><I>Transferability. </I>Rights to acquire shares of Common Stock under
the restricted stock purchase agreement shall be transferable by the
Participant only upon such terms and conditions as are set forth in
the restricted stock purchase agreement, as the Board shall
determine in its discretion, so long as Common Stock awarded under
the restricted stock purchase agreement remains subject to the terms
of the restricted stock purchase agreement and the Investor Rights
Agreement.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B>Section&nbsp;6. </B><U><B>Certain Restrictions Applicable Generally</B></U><B>.</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(<B>a)&nbsp;</B><I>Section&nbsp;</I><I>162(m)</I><I> Limitation. </I>Subject to the provisions of Section&nbsp;10 relating to adjustments
upon changes in the shares of Common Stock, no Employee shall be eligible to be granted Awards
covering more than $1&nbsp;million in shares of Common Stock during any calendar year. This Section 6(a)
shall not apply prior to the Listing Date and, following the Listing Date, this Section 6(a) shall
not apply until <B>(i) </B>the earliest of: <B>(1) </B>the first material modification of the Plan (including any
increase in the number of shares of Common Stock reserved for issuance under the Plan in accordance
with Section&nbsp;3); <B>(2) </B>the issuance of all of the shares of Common Stock reserved for issuance under
the Plan; <B>(3) </B>the expiration of the Plan; or <B>(4) </B>the first meeting of stockholders at which
Directors are to be elected that occurs after the close of the third calendar year following the
calendar year in which occurred the first registration of an equity security under Section&nbsp;12 of
the Exchange Act; or <B>(ii) </B>such other date required by Section 162(m) of the Code and the rules and
regulations promulgated thereunder.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(<B>b)&nbsp;</B><I>Consultants.</I>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(<B>i) </B>Prior to the Listing Date, a Consultant shall not be eligible
for the grant of a Stock Award if, at the time of grant, either the
offer or the sale of the Company&#146;s securities to such Consultant is
not exempt under Rule&nbsp;701 of the Securities Act (&#147;Rule&nbsp;701&#148;) 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 Rule&nbsp;701, unless the Company determines that
such grant need not comply with the requirements of Rule&nbsp;701 and
will satisfy another exemption under the Securities Act as well as
comply with the securities laws of all other relevant jurisdictions.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(<B>ii) </B>From and after the Listing Date, a Consultant shall not be
eligible for the grant of a Stock Award if, at the time of grant, a
Form S-8 Registration Statement under the Securities Act (&#147;<U>Form
S-8</U>&#148;) is not available to register either the offer or the sale of
the Company&#146;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 <B>(i) </B>that such grant <B>(A) </B>shall be registered
in another manner under the Securities Act (<I>e.g.</I>, on a Form S-3
Registration Statement) or <B>(B) </B>does not require registration under
the Securities Act in order to comply with the requirements of the
Securities Act, if applicable, and <B>(ii) </B>that such grant complies
with the securities laws of all other relevant jurisdictions.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(<B>c)&nbsp;</B><I>Lock-Up; Stockholders&#146; Agreement. </I>By receipt and acceptance of a Stock Award, each
Participant agrees, if requested in writing by an underwriter of Common Stock or other securities
of the Company, not to sell, assign, donate, pledge, encumber, hypothecate, grant an option to, or
otherwise transfer or dispose of, whether in privately negotiated or open market transactions, any
Common Stock or other securities of the Company held by him, her or it during the 180-day period
following the effective date of a registration statement filed pursuant to the Company&#146;s initial
public offering. The provisions of this Section 6(c) are intended to be automatic in effect, and no
further acknowledgement or evidence of agreement shall be required for the Company or its transfer
agent
</DIV>

<P align="center" style="font-size: 10pt">&nbsp;
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">
<DIV align="left" style="font-size: 10pt; margin-top: 6pt">to enforce the provisions of this Section&nbsp;6(c), or for the Company or its transfer agent to enter
into a &#147;stop transfer&#148; or similar order with respect to securities of the Company held by
Participants. As a condition to receipt of any Stock Award (or Common Stock underlying any option),
you may be required to execute a counterpart or otherwise agree to be bound by the Company&#146;s
Stockholders&#146; Rights Agreement, as is in effect from time to time.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B>Section&nbsp;7. </B><U><B>Covenants of the Company</B></U><B>.</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(<B>a)&nbsp;</B><I>Availability of Shares. </I>During the terms of the Stock Awards, the Company shall keep
available at all times the number of shares of Common Stock required to satisfy such Stock Awards.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(<B>b)&nbsp;</B><I>Securities Law Compliance. </I>The Company shall seek to obtain from each regulatory
commission or agency having jurisdiction over the Plan such authority as may be required to grant
Stock Awards and to issue and sell shares of Common Stock upon exercise of the Stock Awards;
<I>provided, however</I>, that this undertaking shall not require the Company to register under the
Securities Act the Plan, any Stock Award or any Common Stock issued or issuable pursuant to any
such Stock Award. If, after reasonable efforts, the Company is unable to obtain from any such
regulatory commission or agency the authority which counsel for the Company deems necessary for the
lawful issuance and sale of Common Stock under the Plan, the Company shall be relieved from any
liability for failure to issue and sell Common Stock upon exercise of such Stock Awards unless and
until such authority is obtained.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B>Section&nbsp;8. </B><U><B>Use of Proceeds from Stock</B></U><B>.</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Proceeds from the sale of Common Stock pursuant to Stock Awards shall constitute general funds
of the Company.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B>Section&nbsp;9. </B><U><B>Miscellaneous</B></U><B>.</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(<B>a)&nbsp;</B><I>Acceleration of Exercisability and Vesting; Forfeiture. </I>The Board shall have the power to
accelerate the time at which a Stock Award may first be exercised or the time during which a Stock
Award or any part thereof will vest in accordance with the Plan, notwithstanding the provisions in
the Stock Award stating the time at which it may first be exercised or the time during which it
will vest. The Board shall have the authority to provide in any Stock Award that such Stock Award
will be forfeited under certain limited conditions, such as the breach of any of the Company&#146;s
policies or a termination for &#147;Cause&#148; (as defined in Section&nbsp;15).
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(<B>b)&nbsp;</B><I>Stockholder Rights. </I>No Participant shall be deemed to be the holder of, or to have any of
the rights of a holder with respect to, any shares of Common Stock subject to such Stock Award
unless and until such Participant has satisfied all requirements for exercise of the Stock Award
pursuant to its terms.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(<B>c)&nbsp;</B><I>No Employment or other Service Rights. </I>Nothing in the Plan or any instrument executed or
Stock Award granted pursuant thereto shall confer upon any Participant any right to continue to
serve the Company or an Affiliate in the capacity in effect at the time the Stock Award was granted
or shall affect the right of the Company or an Affiliate to terminate <B>(i) </B>the employment of an
Employee with or without notice and with or without cause, <B>(ii) </B>the service of a Consultant
pursuant to the terms of such Consultant&#146;s agreement with the Company or an Affiliate or <B>(iii) </B>the
service of a Director pursuant to the Bylaws of the Company or an Affiliate, and any applicable
provisions of the corporate law of the state in which the Company or the Affiliate is incorporated,
as the case may be.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(<B>d)&nbsp;</B><I>Investment Assurances. </I>The Company may require a Participant, as a condition of exercising
or acquiring Common Stock under any Stock Award, <B>(i) </B>to give written assurances satisfactory to the
Company as to the Participant&#146;s knowledge and experience in financial and business matters and/or
to employ a purchaser representative reasonably satisfactory to the Company who is knowledgeable
and experienced in financial and business matters and that he or she is capable of evaluating,
alone or together with the purchaser representative, the merits and risks of exercising the Stock
Award; and <B>(ii) </B>to give written assurances satisfactory to the Company stating that the Participant
is acquiring Common Stock subject to the Stock Award for the Participant&#146;s own account and not with
any present intention of selling or otherwise distributing the Common Stock. The foregoing
requirements, and any assurances given pursuant to such requirements, shall be inoperative if <B>(1)</B>
the issuance of the shares of Common Stock upon the exercise or acquisition of Common Stock under
the Stock Award has been registered under a then currently effective registration statement under
the Securities Act or <B>(2) </B>as to any particular requirement, a determination is made by counsel for
the Company that such requirement need not be met in the circumstances under the then applicable
securities laws. The Company may, upon advice of counsel to the Company, place legends on stock
certificates issued under the Plan as such counsel deems necessary or appropriate in order to
comply with applicable securities laws, including, but not limited to, legends restricting the
transfer of the Common Stock.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(<B>e)&nbsp;</B><I>Withholding Obligations. </I>To the extent provided by the terms of a Stock Award Agreement,
the Participant may satisfy any federal, state or local tax withholding obligation relating to the
exercise or acquisition of Common Stock under a Stock Award by any of the following means (in
addition to the Company&#146;s right to withhold from any compensation paid to the Participant by the
Company) or by a combination of such means: <B>(i) </B>tendering a cash payment; <B>(ii) </B>authorizing the
Company to withhold shares of Common Stock from the shares of Common Stock otherwise issuable to
the Participant as a result of the exercise or acquisition of Common Stock under the Stock Award,
<I>provided, however</I>, that no shares of Common Stock are withheld with a value exceeding the minimum
amount of tax required to be withheld by law; or <B>(iii) </B>delivering to the Company owned and
unencumbered shares of Common Stock.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B>Section&nbsp;10. </B><U><B>Adjustments upon Changes in Stock</B></U><B>.</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(<B>a)&nbsp;</B><I>Capitalization Adjustments. </I>If any change is made in the Common Stock subject to the Plan,
or subject to any Stock Award, without the receipt of consideration by the Company (through merger,
consolidation, reorganization, recapitalization, reincorporation, stock dividend, dividend in
property other than cash, stock split, liquidating dividend, combination of shares, exchange of
shares, change in corporate structure or other transaction not involving the receipt of
consideration by the Company), the Plan will be appropriately adjusted in the class(es) and maximum
number of securities subject to the Plan pursuant to Section 3(a) and the
</DIV>

<P align="center" style="font-size: 10pt">&nbsp;
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">
<DIV align="left" style="font-size: 10pt; margin-top: 6pt">outstanding Stock Awards will be appropriately adjusted in the class(es) and number of securities
and price per share of Common Stock subject to such outstanding Stock Awards. The Board shall make
such adjustments, and its determination shall be final, binding and conclusive. (The conversion of
any convertible securities of the Company shall not be treated as a transaction &#147;without receipt of
consideration&#148; by the Company.)
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(<B>b)&nbsp;</B><I>Dissolution or Liquidation. </I>In the event of a dissolution or liquidation of the Company,
then all outstanding Stock Awards shall terminate immediately prior to such event.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(<B>c)&nbsp;</B><I>Asset Sale, Merger, Consolidation, or Series of Transactions. </I>Unless a Stock Award
Agreement provides otherwise, in the event of <B>(i) </B>a sale, lease or other disposition of all or
substantially all of the assets of the Company, <B>(ii) </B>a consolidation or merger of the Company with
or into any other corporation or other entity or person, or any other corporate reorganization, in
which the stockholders of the Company immediately prior to such consolidation, merger or
reorganization, own less than 50% of the Company&#146;s outstanding voting power of the surviving entity
(or its parent) following the consolidation, merger or reorganization or <B>(iii) </B>any transaction (or
series of related transactions involving a person or entity, or a group of affiliated persons or
entities) in which in excess of 50% of the Company&#146;s outstanding voting power is transferred
(individually, a &#147;<U>Corporate Transaction</U>&#148;), then any surviving corporation or acquiring
corporation shall assume any Stock Awards outstanding under the Plan or shall substitute similar
stock awards (including an award to acquire the same consideration paid to the stockholders in the
Corporate Transaction) for those outstanding under the Plan. In the event any surviving corporation
or acquiring corporation refuses to assume such Stock Awards or to substitute similar stock awards
for those outstanding under the Plan, then with respect to Stock Awards held by Participants whose
Continuous Service has not terminated, the vesting of such Stock Awards (and, if applicable, the
time during which such Stock Awards may be exercised) may, in the discretion of the Board, be
accelerated in full, and the Stock Awards shall terminate if not exercised (if applicable) at or
prior to the Corporate Transaction. With respect to any other Stock Awards outstanding under the
Plan, such Stock Awards shall terminate if not exercised (if applicable) prior to the Corporate
Transaction.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><U><B>Section&nbsp;11. Amendment of the Plan and Stock Awards</B></U><B>.</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(<B>a)&nbsp;</B><I>Amendment of Plan. </I>The Board at any time, and from time to time, may amend the Plan.
However, except as provided in Section&nbsp;10 relating to adjustments upon changes in Common Stock, no
amendment shall be effective unless approved by the stockholders of the Company to the extent
stockholder approval is necessary to satisfy the requirements of Section&nbsp;422 of the Code, Rule
16b-3 or any Nasdaq or securities exchange listing requirements.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(<B>b)&nbsp;</B><I>Stockholder Approval. </I>The Board may, in its sole discretion, submit any other
amendment to the Plan for stockholder approval, including, but not limited to, amendments to the
Plan intended to satisfy the requirements of Section 162(m) of the Code and the regulations
thereunder regarding the exclusion of performance-based compensation from the limit on corporate
deductibility of compensation paid to certain executive officers.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(<B>c)&nbsp;</B><I>Contemplated Amendments. </I>It is expressly contemplated that the Board may amend the Plan in
any respect the Board deems necessary or advisable to provide eligible Employees with the maximum
benefits provided or to be provided under the provisions of the Code and the regulations
promulgated thereunder relating to Incentive Stock Options and/or to bring the Plan and/or
Incentive Stock Options granted under it into compliance therewith.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(<B>d)&nbsp;</B><I>No Impairment of Rights. </I>Rights under any Stock Award granted before amendment of the Plan
shall not be impaired by any amendment of the Plan unless <B>(i) </B>the Company requests the consent of
the Participant and <B>(ii) </B>the Participant consents in writing.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(<B>e)&nbsp;</B><I>Amendment of Stock Awards. </I>The Board at any time, and from time to time, may amend the
terms of any one or more Stock Awards; <I>provided, however</I>, that the rights under any Stock Award
shall not be impaired by any such amendment unless <B>(i) </B>the Company requests the consent of the
Participant and <B>(ii) </B>the Participant consents in writing.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B>Section&nbsp;12. </B><U><B>Termination or Suspension of the Plan</B></U><B>.</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(<B>a)&nbsp;</B><I>Plan Term. </I>The Board may suspend or terminate the Plan at any time. Unless sooner
terminated, the Plan shall terminate on the day before the tenth anniversary of the date the Plan
is adopted by the Board or approved by the stockholders of the Company, whichever is earlier. No
Stock Awards may be granted under the Plan while the Plan is suspended or after it is terminated.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(<B>b)&nbsp;</B><I>No Impairment of Rights. </I>Suspension or termination of the Plan shall not impair rights and
obligations under any Stock Award granted while the Plan is in effect except with the written
consent of the Participant.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B>Section&nbsp;13. </B><U><B>Effective Date of Plan</B></U><B>.</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Plan shall become effective as determined by the Board, but no Stock Award shall be
exercised (or, in the case of a stock bonus, shall be granted) unless and until the Plan has been
approved by the stockholders of the Company, which approval shall be within twelve months before or
after the date the Plan is adopted by the Board.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B>Section&nbsp;14. </B><U><B>Choice of Law</B></U><B>.</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The law of the State of Delaware shall govern all questions concerning the construction,
validity and interpretation of this Plan, without regard to such state&#146;s conflict of laws rules.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B>Section&nbsp;15.<U> Definitions</U></B><B>.</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(<B>a)&nbsp;</B>&#147;<U>Affiliate</U>&#148; means any parent corporation or subsidiary corporation of the Company,
whether now or hereafter existing, as those
</DIV>

<P align="center" style="font-size: 10pt">&nbsp;
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">
<DIV align="left" style="font-size: 10pt; margin-top: 6pt">terms are defined in Sections 424(e) and (f), respectively, of the Code.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(<B>b)&nbsp;</B>&#147;<U>Board</U>&#148; means the Board of Directors of the Company.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(<B>c)&nbsp;</B>&#147;<U>Cause</U>&#148; includes (and is not limited to) dishonesty with respect to the Company
and its Affiliates, insubordination, substantial malfeasance or nonfeasance of duty, unauthorized
disclosure of confidential information, conduct substantially prejudicial to the business of the
Company or any Affiliate and termination by the Participant in violation of an agreement by the
Participant to remain in the employ of the Company or of an Affiliate. The determination of the
Committee as to the existence of cause will be conclusive on the Participant and the Company.
&#147;Cause&#148; is not limited to events that have occurred prior to a Participant&#146;s termination of service
to the Company, nor is it necessary that the Committee&#146;s finding of &#147;cause&#148; occur prior to
termination. If the Committee determines, subsequent to the termination of a Participant&#146;s service
but prior to the exercise of a Stock Award, that either prior or subsequent to the Participant&#146;s
termination the Participant engaged in conduct which would constitute &#147;Cause,&#148; then the right any
Stock Award will be forfeited. Any definition in an agreement between a Participant and the Company
or an Affiliate which contains a conflicting definition of &#147;Cause&#148; for termination and which is in
effect at the time of such termination will supersede the definition in this Plan with respect to
that Participant.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(<B>d)&nbsp;</B>&#147;<U>Code</U>&#148; means the Internal Revenue Code of 1986, as amended.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(<B>e)&nbsp;</B>&#147;<U>Committee</U>&#148; means a committee of one or more members of the Board appointed by the
Board in accordance with subsection 2(c).
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(<B>f)&nbsp;</B>&#147;<U>Common Stock</U>&#148; means the Common Stock, par value $0.0001, of the Company.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(<B>g)&nbsp;</B>&#147;<U>Company</U>&#148; means Cyberkinetics Neurotechnology Systems, Inc., a Delaware
corporation.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(<B>h)&nbsp;</B>&#147;<U>Consultant</U>&#148; means any person, including an advisor, engaged by the Company or an
Affiliate to render consulting or advisory services and who is compensated for such services.
However, the term &#147;Consultant&#148; shall not include either Directors who are not compensated by the
Company for their services as Directors or Directors who are merely paid a director&#146;s fee by the
Company for their services as Directors.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(<B>i)&nbsp;</B>&#147;<U>Continuous Service</U>&#148; means that the Participant&#146;s service with the Company or an
Affiliate, whether as an Employee, Director or Consultant, is not interrupted or terminated. The
Participant&#146;s Continuous Service shall not be deemed to have terminated merely because of a change
in the capacity in which the Participant renders service to the Company or an Affiliate as an
Employee, Consultant or Director or a change in the entity for which the Participant renders such
service, <I>provided </I>that there is no interruption or termination of the Participant&#146;s Continuous
Service. For example, a change in status from an Employee of the Company to a Consultant of an
Affiliate or a Director will not constitute an interruption of Continuous Service. The Board or
Committee, in that party&#146;s sole discretion, may determine whether Continuous Service shall be
considered interrupted in the case of any leave of absence approved by that party, including sick
leave, military leave or any other personal leave.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(<B>j)&nbsp;</B>&#147;<U>Covered Employee</U>&#148; means the Company&#146;s chief executive officer and the four other
highest compensated officers of the Company for whom total compensation is required to be reported
to stockholder under the Exchange Act, as determined for purposes of Section 162(m) of the Code.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(<B>k)&nbsp;</B>&#147;<U>Director</U>&#148; means a member of the Board of Directors of the Company.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(<B>l)&nbsp;</B>&#147;<U>Disability</U>&#148; means the permanent and total disability of a person within the
meaning of Section&nbsp;22(e)(3) of the Code.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(<B>m)&nbsp;</B>&#147;<U>Employee</U>&#148; or &#147;<U>Employment</U>&#148; means any person employed by the Company or an
Affiliate as determined in accordance with Section 3401(c) of the Code.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(<B>n)&nbsp;</B>&#147;<U>Exchange Act</U>&#148; means the Securities Exchange Act of 1934, as amended.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(<B>o)&nbsp;</B>&#147;<U>Fair Market Value</U>&#148; means, as of any date, the value of the Common Stock
determined as follows:
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(<B>i) </B>If the Common 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 Common 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 the
exchange or market with the greatest volume of trading in the Common
Stock) on the last market trading day prior to the day of
determination, as reported in <I>The Wall Street Journal </I>or such other
source as the Board deems reliable.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(<B>ii) </B>In the absence of such markets for the Common Stock, the Fair
Market Value shall be determined in good faith by the Board, with
particular reference to sales of shares of Common Stock and, if no
such sales provide meaningful guidance, with reference to sales of
any classes or series of preferred stock of the Company; <I>provided</I>
that proper discounts may be taken by the Board to reflect the fair
market value of the Common Stock in light of liquidation and
redemption rights enjoyed by such preferred stock.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(<B>p)&nbsp;</B>&#147;<U>Incentive Stock Option</U>&#148; means an Option intended to qualify as an incentive stock
option within the meaning of Section&nbsp;422 of the Code and the regulations promulgated thereunder.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(<B>q)&nbsp;</B>&#147;<U>Listing Date</U>&#148; means the first date upon which any security of the Company is
listed (or approved for listing) upon notice of issuance on any securities exchange or designated
(or approved for designation) upon notice of issuance as a national market security on an
interdealer quotation system.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(<B>r)&nbsp;</B>&#147;<U>Non-Employee Director</U>&#148; means a Director who either <B>(i) </B>is not a current Employee
or Officer of the Company or its parent or a subsidiary, does not receive compensation (directly or
indirectly) from the Company or its Affiliates for services rendered as a consultant or in any
capacity other than as a Director (except for an amount as to which disclosure would not be
required under Item 404(a) of Regulation&nbsp;S-K promulgated pursuant to the Securities Act
(&#147;<U>Regulation&nbsp;S-K</U>&#148;)), does not possess an interest in any other transaction as to which
disclosure would be required under Item 404(a) of Regulation&nbsp;S-K and is not engaged in a business
relationship as to which disclosure would be required under Item 404(b) of Regulation&nbsp;S-K; or <B>(ii)</B>
is otherwise considered a &#147;non-
</DIV>

<P align="center" style="font-size: 10pt">&nbsp;
</DIV>

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<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">
<DIV align="left" style="font-size: 10pt; margin-top: 6pt">employee director&#148; for purposes of Rule&nbsp;16b-3.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(<B>s)&nbsp;</B>&#147;<U>Nonstatutory Stock Option</U>&#148; means an Option not intended to qualify as an
Incentive Stock Option.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(<B>t)&nbsp;</B>&#147;<U>Officer</U>&#148; means a person who is an officer of the Company within the meaning of
Section&nbsp;16 of the Exchange Act and the rules and regulations promulgated thereunder.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(<B>u)&nbsp;</B>&#147;<U>Option</U>&#148; means an Incentive Stock Option or a Nonstatutory Stock Option granted
pursuant to the Plan.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(<B>v)&nbsp;</B>&#147;<U>Option Agreement</U>&#148; means a written agreement between the Company and an
Optionholder evidencing the terms and conditions of an individual Option grant. Each Option
Agreement shall be subject to the terms and conditions of the Plan.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(<B>w)&nbsp;</B>&#147;<U>Optionholder</U>&#148; means a person to whom an Option is granted pursuant to the Plan
or, if applicable, such other person who holds an outstanding Option.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(<B>x)&nbsp;</B>&#147;<U>Outside Director</U>&#148; means a Director who either <B>(i) </B>is not a current employee of
the Company or an &#147;affiliated corporation&#148; (within the meaning of Treasury Regulations promulgated
under Section 162(m) of the Code), is not a former employee of the Company or an &#147;affiliated
corporation&#148; receiving compensation for prior services (other than benefits under a tax qualified
pension plan), was not an officer of the Company or an &#147;affiliated corporation&#148; at any time and is
not currently receiving direct or indirect remuneration from the Company or an &#147;affiliated
corporation&#148; for services in any capacity other than as a Director or <B>(ii) </B>is otherwise considered
an &#147;outside director&#148; for purposes of Section 162(m) of the Code.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(<B>y)&nbsp;</B>&#147;<U>Participant</U>&#148; means a person to whom a Stock Award is granted pursuant to the Plan
or, if applicable, such other person who holds an outstanding Stock Award.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(<B>z)&nbsp;</B>&#147;<U>Plan</U>&#148; means this Second Amended and Restated 2002 Equity Incentive Plan.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(<B>aa)&nbsp;</B>&#147;<U>Rule&nbsp;16b-3</U>&#148; means Rule&nbsp;16b-3 promulgated under the Exchange Act or any successor
to Rule&nbsp;16b-3, as in effect from time to time.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(<B>bb)&nbsp;</B>&#147;<U>Securities Act</U>&#148; means the Securities Act of 1933, as amended.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(<B>cc)&nbsp;</B>&#147;<U>Stock Award</U>&#148; means any right granted under the Plan, including an Option, a
stock bonus and a right to acquire restricted stock.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(<B>dd)&nbsp;</B>&#147;<U>Stock Award Agreement</U>&#148; means a written agreement between the Company and a
holder of a Stock Award, subject to the terms and conditions of this Plan, evidencing the terms and
conditions of an individual Stock Award grant.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(<B>ee)&nbsp;</B>&#147;<U>Ten Percent Stockholder</U>&#148; means a person who owns (or is deemed to own pursuant
to Section 424(d) of the Code) stock possessing more than 10% of the total combined voting power of
all classes of stock of the Company or of any of its Affiliates.
</DIV>

<DIV align="Center" style="font-size: 10pt; margin-top: 6pt">* * *

</DIV>


<P align="center" style="font-size: 10pt">&nbsp;
</DIV>


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