MARIMBA INC
1999 OMNIBUS EQUITY INCENTIVE PLAN
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<TYPE>EX-10.1
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<FILENAME>dex101.txt
<DESCRIPTION>1999 OMNIBUS EQUITY INCENTIVE PLAN
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                                                                    EXHIBIT 10.1

                                  MARIMBA, INC.

                       1999 OMNIBUS EQUITY INCENTIVE PLAN

                  (AMENDED AND RESTATED THROUGH JULY 20, 2001)

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                                TABLE OF CONTENTS
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ARTICLE 1.  INTRODUCTION.................................................    1

ARTICLE 2.  ADMINISTRATION...............................................    1
     2.1 Committee Composition...........................................    1
     2.2 Committee Responsibilities......................................    1
     2.3 Committee for Non-Officer Grants................................    1

ARTICLE 3.  SHARES AVAILABLE FOR GRANTS..................................    2
     3.1 Basic Limitation................................................    2
     3.2 Annual Increase in Shares.......................................    2
     3.2 Additional Shares...............................................    2
     3.3 Dividend Equivalents............................................    2

ARTICLE 4.  ELIGIBILITY..................................................    2
     4.1 Incentive Stock Options.........................................    2
     4.2 Other Grants....................................................    3

ARTICLE 5.  OPTIONS......................................................    3
     5.1 Stock Option Agreement..........................................    3
     5.2 Number of Shares................................................    3
     5.3 Exercise Price..................................................    3
     5.4 Exercisability and Term.........................................    3
     5.5 Modification or Assumption of Options...........................    3
     5.6 Buyout Provisions...............................................    4

ARTICLE 6.  PAYMENT FOR OPTION SHARES....................................    4
     6.1 General Rule....................................................    4
     6.2 Surrender of Stock..............................................    4
     6.3 Exercise/Sale...................................................    4
     6.4 Exercise/Pledge.................................................    4
     6.5 Promissory Note.................................................    4
     6.6 Other Forms of Payment..........................................    5

ARTICLE 7.  STOCK APPRECIATION RIGHTS....................................    5
     7.1 SAR Agreement...................................................    5
     7.2 Number of Shares................................................    5
     7.3 Exercise Price..................................................    5
     7.4 Exercisability and Term.........................................    5
     7.5 Exercise of SARs................................................    5
     7.6 Modification or Assumption of SARs..............................    6
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ARTICLE 8.  RESTRICTED SHARES.........................................................    6
     8.1  Restricted Stock Agreement..................................................    6
     8.2  Payment for Awards..........................................................    6
     8.3  Vesting Conditions..........................................................    6
     8.4  Voting and Dividend Rights..................................................    6

ARTICLE 9.  STOCK UNITS...............................................................    6
     9.1  Stock Unit Agreement........................................................    6
     9.2  Payment for Awards..........................................................    6
     9.3  Vesting Conditions..........................................................    7
     9.4  Voting and Dividend Rights..................................................    7
     9.5  Form and Time of Settlement of Stock Units..................................    7
     9.6  Death of Recipient..........................................................    7
     9.7  Creditors' Rights...........................................................    7

ARTICLE 10. CHANGE IN CONTROL.........................................................    7

ARTICLE 11. PROTECTION AGAINST DILUTION...............................................    8
     11.1 Adjustments.................................................................    8
     11.2 Dissolution or Liquidation..................................................    8
     11.3 Reorganizations.............................................................    8

ARTICLE 12. DEFERRAL OF AWARDS........................................................    9

ARTICLE 13. AWARDS UNDER OTHER PLANS..................................................    9

ARTICLE 14. PAYMENT OF DIRECTOR'S FEES IN SECURITIES..................................    9
     14.1 Effective Date..............................................................    9
     14.2 Elections to Receive NSOs, Restricted Shares or Stock Units.................   10
     14.3 Number and Terms of NSOs, Restricted Shares or Stock Units..................   10

ARTICLE 15. LIMITATION ON RIGHTS......................................................   10
     15.1 Retention Rights............................................................   10
     15.2 Stockholders' Rights........................................................   10
     15.3 Regulatory Requirements.....................................................   10

ARTICLE 16. WITHHOLDING TAXES.........................................................   10
     16.1 General.....................................................................   10
     16.2 Share Withholding...........................................................   10

ARTICLE 17. FUTURE OF THE PLAN........................................................   11
     17.1 Term of the Plan............................................................   11
     17.2 Amendment or Termination....................................................   11

ARTICLE 18. LIMITATION ON PAYMENTS....................................................   11
     18.1 Scope of Limitation.........................................................   11
     18.2 Basic Rule..................................................................   12
     18.3 Reduction of Payments.......................................................   12
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     18.4 Overpayments and Underpayments.....................................  12
     18.5 Related Corporations...............................................  13

ARTICLE 19.  DEFINITIONS.....................................................  13
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                                  MARIMBA, INC.

                       1999 OMNIBUS EQUITY INCENTIVE PLAN

     ARTICLE 1. INTRODUCTION.

         The Plan was adopted by the Board on February 2, 1999 to be effective
as of the date of the IPO. The purpose of the Plan is to promote the long-term
success of the Company and the creation of stockholder value by (a) encouraging
Employees, Outside Directors and Consultants to focus on critical long-range
objectives, (b) encouraging the attraction and retention of Employees, Outside
Directors and Consultants with exceptional qualifications and (c) linking
Employees, Outside Directors and Consultants directly to stockholder interests
through increased stock ownership. The Plan seeks to achieve this purpose by
providing for Awards in the form of Restricted Shares, Stock Units, Options
(which may constitute incentive stock options or nonstatutory stock options) or
stock appreciation rights.

         The Plan shall be governed by, and construed in accordance with, the
laws of the State of Delaware (except their choice-of-law provisions).

     ARTICLE 2. ADMINISTRATION.

     2.1 Committee Composition. The Plan shall be administered by the Committee.
The Committee shall consist exclusively of two or more directors of the Company,
who shall be appointed by the Board. In addition, the composition of the
Committee shall satisfy:

               (a) Such requirements as the Securities and Exchange Commission
     may establish for administrators acting under plans intended to qualify for
     exemption under Rule 16b-3 (or its successor) under the Exchange Act; and

               (b) Such requirements as the Internal Revenue Service may
     establish for outside directors acting under plans intended to qualify for
     exemption under section 162(m)(4)(C) of the Code.

     2.2 Committee Responsibilities. The Committee shall (a) select the
Employees, Outside Directors and Consultants who are to receive Awards under the
Plan, (b) determine the type, number, vesting requirements and other features
and conditions of such Awards, (c) interpret the Plan and (d) make all other
decisions relating to the operation of the Plan. The Committee may adopt such
rules or guidelines as it deems appropriate to implement the Plan. The
Committee's determinations under the Plan shall be final and binding on all
persons.

     2.3 Committee for Non-Officer Grants. The Board may also appoint a
secondary committee of the Board, which shall be composed of one or more
directors of the Company who need not satisfy the requirements of Section 2.1.
Such secondary committee may administer the Plan with respect to Employees and
Consultants who are not considered officers or directors of

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the Company under section 16 of the Exchange Act, may grant Awards under the
Plan to such Employees and Consultants and may determine all features and
conditions of such Awards. Within the limitations of this Section 2.3, any
reference in the Plan to the Committee shall include such secondary committee.

     ARTICLE 3. SHARES AVAILABLE FOR GRANTS.

     3.1 Basic Limitation. Common Shares issued pursuant to the Plan may be
authorized but unissued shares or treasury shares. The aggregate number of
Options, SARs, Stock Units and Restricted Shares awarded under the Plan shall
not exceed: (a) 1,250,000, plus the number of shares under the Predecessor Plan
(up to a maximum of 2,399,653 shares) that (i) are available for issuance as of
the 2001 Annual Meeting, (ii) are subject to outstanding options or other awards
that are canceled or expire after the 2001 Annual Meeting and/or (iii) are
issued but are subject to forfeiture or a right of repurchase by the Company and
that are forfeited or repurchased by the Company after the date of the 2001
Annual Meeting (collectively "shares remaining available for issuance"); plus
(b) the additional Common Shares described in Section 3.2 and 3.3. The
limitations of this Section 3.1 and 3.2 shall be subject to adjustment pursuant
to Article 11.

     3.2 Annual Increase in Shares. As of January 1 of each year, commencing
with the year 2000, the aggregate number of Options, SARs, Stock Units and
Restricted Shares that may be awarded under the Plan shall automatically
increase by a number equal to the lesser of (a) 4% of the total number of Common
Shares then outstanding or (b) 1,250,000.

     3.3 Additional Shares. If Restricted Shares or Common Shares issued upon
the exercise of Options are forfeited (including any shares exercised under
options granted under the Predecessor Plan), then such Common Shares shall again
become available for Awards under the Plan. If Stock Units, Options or SARs
(including any options incorporated from the Predecessor Plan) are forfeited or
terminate for any other reason before being exercised, then the corresponding
Common Shares shall again become available for Awards under the Plan. If Stock
Units are settled, then only the number of Common Shares (if any) actually
issued in settlement of such Stock Units shall reduce the number available under
Section 3.1 and the balance shall again become available for Awards under the
Plan. If SARs are exercised, then only the number of Common Shares (if any)
actually issued in settlement of such SARs shall reduce the number available
under Section 3.1 and the balance shall again become available for Awards under
the Plan. The foregoing notwithstanding, the aggregate number of Common Shares
that may be issued under the Plan upon the exercise of ISOs shall not be
increased when Restricted Shares or other Common Shares are forfeited.

     3.4 Dividend Equivalents. Any dividend equivalents paid or credited under
the Plan shall not be applied against the number of Restricted Shares, Stock
Units, Options or SARs available for Awards, whether or not such dividend
equivalents are converted into Stock Units.

     ARTICLE 4. ELIGIBILITY.

     4.1 Incentive Stock Options. Only Employees who are common-law employees of
the Company, a Parent or a Subsidiary shall be eligible for the grant of ISOs.
In addition, an

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Employee who owns more than 10% of the total combined voting power of all
classes of outstanding stock of the Company or any of its Parents or
Subsidiaries shall not be eligible for the grant of an ISO unless the
requirements set forth in section 422(c)(6) of the Code are satisfied.

     4.2 Other Grants. Only Employees, Outside Directors and Consultants shall
be eligible for the grant of Restricted Shares, Stock Units, NSOs or SARs.

     ARTICLE 5. OPTIONS.

     5.1 Stock Option Agreement. Each grant of an Option under the Plan shall be
evidenced by a Stock Option Agreement between the Optionee and the Company. Such
Option shall be subject to all applicable terms of the Plan and may be subject
to any other terms that are not inconsistent with the Plan. The Stock Option
Agreement shall specify whether the Option is an ISO or an NSO. The provisions
of the various Stock Option Agreements entered into under the Plan need not be
identical. Options may be granted in consideration of a reduction in the
Optionee's other compensation. A Stock Option Agreement may provide that a new
Option will be granted automatically to the Optionee when he or she exercises a
prior Option and pays the Exercise Price in the form described in Section 6.2.

     5.2 Number of Shares. Each Stock Option Agreement shall specify the number
of Common Shares subject to the Option and shall provide for the adjustment of
such number in accordance with Article 11. Options granted to any Optionee in a
single fiscal year of the Company shall not cover more than 1,000,000 Common
Shares, except that Options granted to a new Employee in the fiscal year of the
Company in which his or her service as an Employee first commences shall not
cover more than 1,500,000 Common Shares. The limitations set forth in the
preceding sentence shall be subject to adjustment in accordance with Article 11.

     5.3 Exercise Price. Each Stock Option Agreement shall specify the Exercise
Price; provided that the Exercise Price under an ISO shall in no event be less
than 100% of the Fair Market Value of a Common Share on the date of grant and
the Exercise Price under an NSO shall in no event be less than 85% of the Fair
Market Value of a Common Share on the date of grant. In the case of an NSO, a
Stock Option Agreement may specify an Exercise Price that varies in accordance
with a predetermined formula while the NSO is outstanding.

     5.4 Exercisability and Term. Each Stock Option Agreement shall specify the
date or event when all or any installment of the Option is to become
exercisable. The Stock Option Agreement shall also specify the term of the
Option; provided that the term of an ISO shall in no event exceed 10 years from
the date of grant. A Stock Option Agreement may provide for accelerated
exercisability in the event of the Optionee's death, disability or retirement or
other events and may provide for expiration prior to the end of its term in the
event of the termination of the Optionee's service. Options may be awarded in
combination with SARs, and such an Award may provide that the Options will not
be exercisable unless the related SARs are forfeited.

     5.5 Modification or Assumption of Options. Within the limitations of the
Plan, the Committee may modify, extend or assume outstanding options or may
accept the cancellation of

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outstanding options (whether granted by the Company or by another issuer) in
return for the grant of new options for the same or a different number of shares
and at the same or a different exercise price. The foregoing notwithstanding, no
modification of an Option shall, without the consent of the Optionee, alter or
impair his or her rights or obligations under such Option.

     5.6 Buyout Provisions. The Committee may at any time (a) offer to buy out
for a payment in cash or cash equivalents an Option previously granted or (b)
authorize an Optionee to elect to cash out an Option previously granted, in
either case at such time and based upon such terms and conditions as the
Committee shall establish.

     ARTICLE 6. PAYMENT FOR OPTION SHARES.

     6.1 General Rule. The entire Exercise Price of Common Shares issued upon
exercise of Options shall be payable in cash or cash equivalents at the time
when such Common Shares are purchased, except as follows:

               (a) In the case of an ISO granted under the Plan, payment shall
     be made only pursuant to the express provisions of the applicable Stock
     Option Agreement. The Stock Option Agreement may specify that payment may
     be made in any form(s) described in this Article 6.

               (b) In the case of an NSO, the Committee may at any time accept
     payment in any form(s) described in this Article 6.

     6.2 Surrender of Stock. To the extent that this Section 6.2 is applicable,
all or any part of the Exercise Price may be paid by surrendering, or attesting
to the ownership of, Common Shares that are already owned by the Optionee. Such
Common Shares shall be valued at their Fair Market Value on the date when the
new Common Shares are purchased under the Plan. The Optionee shall not
surrender, or attest to the ownership of, Common Shares in payment of the
Exercise Price if such action would cause the Company to recognize compensation
expense (or additional compensation expense) with respect to the Option for
financial reporting purposes.

     6.3 Exercise/Sale. To the extent that this Section 6.3 is applicable, all
or any part of the Exercise Price and any withholding taxes may be paid by
delivering (on a form prescribed by the Company) an irrevocable direction to a
securities broker approved by the Company to sell all or part of the Common
Shares being purchased under the Plan and to deliver all or part of the sales
proceeds to the Company.

     6.4 Exercise/Pledge. To the extent that this Section 6.4 is applicable, all
or any part of the Exercise Price and any withholding taxes may be paid by
delivering (on a form prescribed by the Company) an irrevocable direction to
pledge all or part of the Common Shares being purchased under the Plan to a
securities broker or lender approved by the Company, as security for a loan, and
to deliver all or part of the loan proceeds to the Company.

     6.5 Promissory Note. To the extent that this Section 6.5 is applicable, all
or any part of the Exercise Price and any withholding taxes may be paid by
delivering (on a form prescribed by the Company) a full-recourse promissory
note. However, the par value of the Common Shares being purchased under the
Plan, if newly issued, shall be paid in cash or cash equivalents.

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     6.6 Other Forms of Payment. To the extent that this Section 6.6 is
applicable, all or any part of the Exercise Price and any withholding taxes may
be paid in any other form that is consistent with applicable laws, regulations
and rules.

     ARTICLE 7. STOCK APPRECIATION RIGHTS.

     7.1 SAR Agreement. Each grant of an SAR under the Plan shall be evidenced
by an SAR Agreement between the Optionee and the Company. Such SAR shall be
subject to all applicable terms of the Plan and may be subject to any other
terms that are not inconsistent with the Plan. The provisions of the various SAR
Agreements entered into under the Plan need not be identical. SARs may be
granted in consideration of a reduction in the Optionee's other compensation.

     7.2 Number of Shares. Each SAR Agreement shall specify the number of Common
Shares to which the SAR pertains and shall provide for the adjustment of such
number in accordance with Article 11. SARs granted to any Optionee in a single
fiscal year of the Company shall in no event pertain to more than 1,000,000
Common Shares, except that SARs granted to a new Employee in the fiscal year of
the Company in which his or her service as an Employee first commences shall not
pertain to more than 1,500,000 Common Shares. The limitations set forth in the
preceding sentence shall be subject to adjustment in accordance with Article 11.

     7.3 Exercise Price. Each SAR Agreement shall specify the Exercise Price. An
SAR Agreement may specify an Exercise Price that varies in accordance with a
predetermined formula while the SAR is outstanding.

     7.4 Exercisability and Term. Each SAR Agreement shall specify the date when
all or any installment of the SAR is to become exercisable. The SAR Agreement
shall also specify the term of the SAR. An SAR Agreement may provide for
accelerated exercisability in the event of the Optionee's death, disability or
retirement or other events and may provide for expiration prior to the end of
its term in the event of the termination of the Optionee's service. SARs may be
awarded in combination with Options, and such an Award may provide that the SARs
will not be exercisable unless the related Options are forfeited. An SAR may be
included in an ISO only at the time of grant but may be included in an NSO at
the time of grant or thereafter. An SAR granted under the Plan may provide that
it will be exercisable only in the event of a Change in Control.

     7.5 Exercise of SARs. Upon exercise of an SAR, the Optionee (or any person
having the right to exercise the SAR after his or her death) shall receive from
the Company (a) Common Shares, (b) cash or (c) a combination of Common Shares
and cash, as the Committee shall determine. The amount of cash and/or the Fair
Market Value of Common Shares received upon exercise of SARs shall, in the
aggregate, be equal to the amount by which the Fair Market Value (on the date of
surrender) of the Common Shares subject to the SARs exceeds the Exercise Price.
If, on the date when an SAR expires, the Exercise Price under such SAR is less
than the Fair Market Value on such date but any portion of such SAR has not been
exercised or surrendered, then such SAR shall automatically be deemed to be
exercised as of such date with respect to such portion.

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     7.6 Modification or Assumption of SARs. Within the limitations of the Plan,
the Committee may modify, extend or assume outstanding SARs or may accept the
cancellation of outstanding SARs (whether granted by the Company or by another
issuer) in return for the grant of new SARs for the same or a different number
of shares and at the same or a different exercise price. The foregoing
notwithstanding, no modification of an SAR shall, without the consent of the
Optionee, alter or impair his or her rights or obligations under such SAR.

ARTICLE 8. RESTRICTED SHARES.

     8.1 Restricted Stock Agreement. Each grant of Restricted Shares under the
Plan shall be evidenced by a Restricted Stock Agreement between the recipient
and the Company. Such Restricted Shares shall be subject to all applicable terms
of the Plan and may be subject to any other terms that are not inconsistent with
the Plan. The provisions of the various Restricted Stock Agreements entered into
under the Plan need not be identical.

     8.2 Payment for Awards. Subject to the following sentence, Restricted
Shares may be sold or awarded under the Plan for such consideration as the
Committee may determine, including (without limitation) cash, cash equivalents,
full-recourse promissory notes and past services. To the extent that an Award
consists of newly issued Restricted Shares, the Award recipient shall furnish
consideration with a value not less than the par value of such Restricted Shares
in the form of cash, cash equivalents or past services rendered to the Company
(or a Parent or Subsidiary), as the Committee may determine.

     8.3 Vesting Conditions. Each Award of Restricted Shares may or may not be
subject to vesting. Vesting shall occur, in full or in installments, upon
satisfaction of the conditions specified in the Restricted Stock Agreement. A
Restricted Stock Agreement may provide for accelerated vesting in the event of
the Participant's death, disability or retirement or other events.

     8.4 Voting and Dividend Rights. The holders of Restricted Shares awarded
under the Plan shall have the same voting, dividend and other rights as the
Company's other stockholders. A Restricted Stock Agreement, however, may require
that the holders of Restricted Shares invest any cash dividends received in
additional Restricted Shares. Such additional Restricted Shares shall be subject
to the same conditions and restrictions as the Award with respect to which the
dividends were paid.

ARTICLE 9. STOCK UNITS.

     9.1 Stock Unit Agreement. Each grant of Stock Units under the Plan shall be
evidenced by a Stock Unit Agreement between the recipient and the Company. Such
Stock Units shall be subject to all applicable terms of the Plan and may be
subject to any other terms that are not inconsistent with the Plan. The
provisions of the various Stock Unit Agreements entered into under the Plan need
not be identical. Stock Units may be granted in consideration of a reduction in
the recipient's other compensation.

     9.2 Payment for Awards. To the extent that an Award is granted in the form
of Stock Units, no cash consideration shall be required of the Award recipients.


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     9.3  Vesting Conditions. Each Award of Stock Units may or may not be
subject to vesting. Vesting shall occur, in full or in installments, upon
satisfaction of the conditions specified in the Stock Unit Agreement. A Stock
Unit Agreement may provide for accelerated vesting in the event of the
Participant's death, disability or retirement or other events.

     9.4  Voting and Dividend Rights. The holders of Stock Units shall have no
voting rights. Prior to settlement or forfeiture, any Stock Unit awarded under
the Plan may, at the Committee's discretion, carry with it a right to dividend
equivalents. Such right entitles the holder to be credited with an amount equal
to all cash dividends paid on one Common Share while the Stock Unit is
outstanding. Dividend equivalents may be converted into additional Stock Units.
Settlement of dividend equivalents may be made in the form of cash, in the form
of Common Shares, or in a combination of both. Prior to distribution, any
dividend equivalents which are not paid shall be subject to the same conditions
and restrictions as the Stock Units to which they attach.

     9.5  Form and Time of Settlement of Stock Units. Settlement of vested Stock
Units may be made in the form of (a) cash, (b) Common Shares or (c) any
combination of both, as determined by the Committee. The actual number of Stock
Units eligible for settlement may be larger or smaller than the number included
in the original Award, based on predetermined performance factors. Methods of
converting Stock Units into cash may include (without limitation) a method based
on the average Fair Market Value of Common Shares over a series of trading days.
Vested Stock Units may be settled in a lump sum or in installments. The
distribution may occur or commence when all vesting conditions applicable to the
Stock Units have been satisfied or have lapsed, or it may be deferred to any
later date. The amount of a deferred distribution may be increased by an
interest factor or by dividend equivalents. Until an Award of Stock Units is
settled, the number of such Stock Units shall be subject to adjustment pursuant
to Article 11.

     9.6  Death of Recipient. Any Stock Units Award that becomes payable after
the recipient's death shall be distributed to the recipient's beneficiary or
beneficiaries. Each recipient of a Stock Units Award under the Plan shall
designate one or more beneficiaries for this purpose by filing the prescribed
form with the Company. A beneficiary designation may be changed by filing the
prescribed form with the Company at any time before the Award recipient's death.
If no beneficiary was designated or if no designated beneficiary survives the
Award recipient, then any Stock Units Award that becomes payable after the
recipient's death shall be distributed to the recipient's estate.

     9.7  Creditors' Rights. A holder of Stock Units shall have no rights other
than those of a general creditor of the Company. Stock Units represent an
unfunded and unsecured obligation of the Company, subject to the terms and
conditions of the applicable Stock Unit Agreement.

ARTICLE 10. CHANGE IN CONTROL.

          Unless the applicable agreement evidencing the Award provides
otherwise, in the event of any Change in Control, the vesting of each
outstanding Award shall automatically accelerate so that each such Award shall,
immediately prior to the effective date of the Change in


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Control, become fully exercisable for all of the Common Shares at the time
subject to such Award and may be exercised for any or all of those shares as
fully-vested Common Shares. However, an outstanding Award shall not so
accelerate if and to the extent such Award, in connection with the Change in
Control, remains outstanding, or is assumed by the surviving corporation (or
parent thereof) or substituted with an award with substantially the same terms
by the surviving corporation (or parent thereof). The determination of whether a
substituted award has substantially the same terms as an Award shall be made by
the Committee, and its determination shall be final, binding and conclusive.

     ARTICLE 11. PROTECTION AGAINST DILUTION.

     11.1 Adjustments. In the event of a subdivision of the outstanding Common
Shares, a declaration of a dividend payable in Common Shares, a declaration of a
dividend payable in a form other than Common Shares in an amount that has a
material effect on the price of Common Shares, a combination or consolidation of
the outstanding Common Shares (by reclassification or otherwise) into a lesser
number of Common Shares, a recapitalization, a spin-off or a similar occurrence,
the Committee shall make such adjustments as it, in its sole discretion, deems
appropriate in one or more of:

          (a) The number of Options, SARs, Restricted Shares and Stock Units
     available for future Awards under Article 3;

          (b) The limitations set forth in Sections 5.2 and 7.2;

          (c) The number of Common Shares covered by each outstanding Option and
     SAR;

          (d) The Exercise Price under each outstanding Option and SAR; or

          (e) The number of Stock Units included in any prior Award which has
     not yet been settled.

Except as provided in this Article 11, a Participant shall have no rights by
reason of any issue by the Company of stock of any class or securities
convertible into stock of any class, any subdivision or consolidation of shares
of stock of any class, the payment of any stock dividend or any other increase
or decrease in the number of shares of stock of any class.

     11.2 Dissolution or Liquidation. To the extent not previously exercised or
settled, Options, SARs and Stock Units shall terminate immediately prior to the
dissolution or liquidation of the Company.

     11.3 Reorganizations. In the event that the Company is a party to a merger
or other reorganization, outstanding Awards shall be subject to the agreement of
merger or reorganization. Such agreement shall provide for (a) the continuation
of the outstanding Awards by the Company, if the Company is a surviving
corporation, (b) the assumption of the outstanding Awards by the surviving
corporation or its parent or subsidiary, (c) the substitution by the surviving
corporation or its parent or subsidiary of its own awards for the outstanding


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Awards, (d) full exercisability or vesting and accelerated expiration of the
outstanding Awards or (e) settlement of the full value of the outstanding Awards
in cash or cash equivalents followed by cancellation of such Awards.

     ARTICLE 12. DEFERRAL OF AWARDS.

          The Committee (in its sole discretion) may permit or require a
Participant to:

               (a) Have cash that otherwise would be paid to such Participant as
     a result of the exercise of an SAR or the settlement of Stock Units
     credited to a deferred compensation account established for such
     Participant by the Committee as an entry on the Company's books;

               (b) Have Common Shares that otherwise would be delivered to such
     Participant as a result of the exercise of an Option or SAR converted into
     an equal number of Stock Units; or

               (c) Have Common Shares that otherwise would be delivered to such
     Participant as a result of the exercise of an Option or SAR or the
     settlement of Stock Units converted into amounts credited to a deferred
     compensation account established for such Participant by the Committee as
     an entry on the Company's books. Such amounts shall be determined by
     reference to the Fair Market Value of such Common Shares as of the date
     when they otherwise would have been delivered to such Participant.

A deferred compensation account established under this Article 12 may be
credited with interest or other forms of investment return, as determined by the
Committee. A Participant for whom such an account is established shall have no
rights other than those of a general creditor of the Company. Such an account
shall represent an unfunded and unsecured obligation of the Company and shall be
subject to the terms and conditions of the applicable agreement between such
Participant and the Company. If the deferral or conversion of Awards is
permitted or required, the Committee (in its sole discretion) may establish
rules, procedures and forms pertaining to such Awards, including (without
limitation) the settlement of deferred compensation accounts established under
this Article 12.

     ARTICLE 13. AWARDS UNDER OTHER PLANS.

          The Company may grant awards under other plans or programs. Such
awards may be settled in the form of Common Shares issued under this Plan. Such
Common Shares shall be treated for all purposes under the Plan like Common
Shares issued in settlement of Stock Units and shall, when issued, reduce the
number of Common Shares available under Article 3.

     ARTICLE 14. PAYMENT OF DIRECTOR'S FEES IN SECURITIES.

     14.1 Effective Date. No provision of this Article 14 shall be effective
unless and until the Board has determined to implement such provision.


                                       9

<PAGE>

     14.2 Elections to Receive NSOs, Restricted Shares or Stock Units. An
Outside Director may elect to receive his or her annual retainer payments and/or
meeting fees from the Company in the form of cash, NSOs, Restricted Shares or
Stock Units, or a combination thereof, as determined by the Board. Such NSOs,
Restricted Shares and Stock Units shall be issued under the Plan. An election
under this Article 14 shall be filed with the Company on the prescribed form.

     14.3 Number and Terms of NSOs, Restricted Shares or Stock Units. The number
of NSOs, Restricted Shares or Stock Units to be granted to Outside Directors in
lieu of annual retainers and meeting fees that would otherwise be paid in cash
shall be calculated in a manner determined by the Board. The terms of such NSOs,
Restricted Shares or Stock Units shall also be determined by the Board.

     ARTICLE 15. LIMITATION ON RIGHTS.

     15.1 Retention Rights. Neither the Plan nor any Award granted under the
Plan shall be deemed to give any individual a right to remain an Employee,
Outside Director or Consultant. The Company and its Parents, Subsidiaries and
Affiliates reserve the right to terminate the service of any Employee, Outside
Director or Consultant at any time, with or without cause, subject to applicable
laws, the Company's certificate of incorporation and by-laws and a written
employment agreement (if any).

     15.2 Stockholders' Rights. A Participant shall have no dividend rights,
voting rights or other rights as a stockholder with respect to any Common Shares
covered by his or her Award prior to the time when a stock certificate for such
Common Shares is issued or, if applicable, the time when he or she becomes
entitled to receive such Common Shares by filing any required notice of exercise
and paying any required Exercise Price. No adjustment shall be made for cash
dividends or other rights for which the record date is prior to such time,
except as expressly provided in the Plan.

     15.3 Regulatory Requirements. Any other provision of the Plan
notwithstanding, the obligation of the Company to issue Common Shares under the
Plan shall be subject to all applicable laws, rules and regulations and such
approval by any regulatory body as may be required. The Company reserves the
right to restrict, in whole or in part, the delivery of Common Shares pursuant
to any Award prior to the satisfaction of all legal requirements relating to the
issuance of such Common Shares, to their registration, qualification or listing
or to an exemption from registration, qualification or listing.

     ARTICLE 16. WITHHOLDING TAXES.

     16.1 General. To the extent required by applicable federal, state, local or
foreign law, a Participant or his or her successor shall make arrangements
satisfactory to the Company for the satisfaction of any withholding tax
obligations that arise in connection with the Plan. The Company shall not be
required to issue any Common Shares or make any cash payment under the Plan
until such obligations are satisfied.

     16.2 Share Withholding. The Committee may permit a Participant to satisfy
all or part of his or her withholding or income tax obligations by having the
Company withhold all or a


                                       10

<PAGE>

portion of any Common Shares that otherwise would be issued to him or her or by
surrendering all or a portion of any Common Shares that he or she previously
acquired. Such Common Shares shall be valued at their Fair Market Value on the
date when taxes otherwise would be withheld in cash.

     ARTICLE 17. FUTURE OF THE PLAN.

     17.1 Term of the Plan. The Plan, as set forth herein, shall become
effective as of the date of the IPO. The Plan shall remain in effect until it is
terminated under Section 17.2, except that no ISOs shall be granted on or after
the 10/th/ anniversary of the later of (a) the date when the Board adopted the
Plan or (b) the date when the Board adopted the most recent increase in the
number of Common Shares available under Article 3 which was approved by the
Company's stockholders.

     17.2 Amendment or Termination. The Board may, at any time and for any
reason, amend or terminate the Plan. An amendment of the Plan shall be subject
to the approval of the Company's stockholders only to the extent required by
applicable laws, regulations or rules. No Awards shall be granted under the Plan
after the termination thereof. The termination of the Plan, or any amendment
thereof, shall not affect any Award previously granted under the Plan. The Board
amended the Plan on July 20, 2001, subject to approval by the Company's
stockholders at the 2001 Annual Meeting, to (i) increase the number of shares
available under the Plan by the number of shares remaining available for
issuance under the Predecessor Plan on or after the 2001 Annual Meeting (up to a
maximum of 2,399,653 shares), and (ii) increase the limit on the number of
shares subject to individual option or SAR grants under Articles 5.2 and 7.2
from 300,000 to 1,500,000 for grants given in the Company's fiscal year during
which the person commences his or her service with the Company, and from 100,000
to 1,000,000 for grants in any other fiscal year of the Company.

     ARTICLE 18. LIMITATION ON PAYMENTS.

     18.1 Scope of Limitation. This Article 18 shall apply to an Award only if:

               (a) The independent auditors most recently selected by the Board
     (the "Auditors") determine that the after-tax value of such Award to the
     Participant, taking into account the effect of all federal, state and local
     income taxes, employment taxes and excise taxes applicable to the
     Participant (including the excise tax under section 4999 of the Code), will
     be greater after the application of this Article 18 than it was before the
     application of this Article 18; or

               (b) The Committee, at the time of making an Award under the Plan
     or at any time thereafter, specifies in writing that such Award shall be
     subject to this Article 18 (regardless of the after-tax value of such Award
     to the Participant).

If this Article 18 applies to an Award, it shall supersede any contrary
provision of the Plan or of any Award granted under the Plan.


                                       11

<PAGE>

     18.2 Basic Rule. In the event that the Auditors determine that any payment
or transfer by the Company under the Plan to or for the benefit of a Participant
(a "Payment") would be nondeductible by the Company for federal income tax
purposes because of the provisions concerning "excess parachute payments" in
section 280G of the Code, then the aggregate present value of all Payments shall
be reduced (but not below zero) to the Reduced Amount. For purposes of this
Article 18, the "Reduced Amount" shall be the amount, expressed as a present
value, which maximizes the aggregate present value of the Payments without
causing any Payment to be nondeductible by the Company because of section 280G
of the Code.

     18.3 Reduction of Payments. If the Auditors determine that any Payment
would be nondeductible by the Company because of section 280G of the Code, then
the Company shall promptly give the Participant notice to that effect and a copy
of the detailed calculation thereof and of the Reduced Amount, and the
Participant may then elect, in his or her sole discretion, which and how much of
the Payments shall be eliminated or reduced (as long as after such election the
aggregate present value of the Payments equals the Reduced Amount) and shall
advise the Company in writing of his or her election within 10 days of receipt
of notice. If no such election is made by the Participant within such 10-day
period, then the Company may elect which and how much of the Payments shall be
eliminated or reduced (as long as after such election the aggregate present
value of the Payments equals the Reduced Amount) and shall notify the
Participant promptly of such election. For purposes of this Article 18, present
value shall be determined in accordance with section 280G(d)(4) of the Code. All
determinations made by the Auditors under this Article 18 shall be binding upon
the Company and the Participant and shall be made within 60 days of the date
when a Payment becomes payable or transferable. As promptly as practicable
following such determination and the elections hereunder, the Company shall pay
or transfer to or for the benefit of the Participant such amounts as are then
due to him or her under the Plan and shall promptly pay or transfer to or for
the benefit of the Participant in the future such amounts as become due to him
or her under the Plan.

     18.4 Overpayments and Underpayments. As a result of uncertainty in the
application of section 280G of the Code at the time of an initial determination
by the Auditors hereunder, it is possible that Payments will have been made by
the Company which should not have been made (an "Overpayment") or that
additional Payments which will not have been made by the Company could have been
made (an "Underpayment"), consistent in each case with the calculation of the
Reduced Amount hereunder. In the event that the Auditors, based upon the
assertion of a deficiency by the Internal Revenue Service against the Company or
the Participant which the Auditors believe has a high probability of success,
determine that an Overpayment has been made, such Overpayment shall be treated
for all purposes as a loan to the Participant which he or she shall repay to the
Company, together with interest at the applicable federal rate provided in
section 7872(f)(2) of the Code; provided, however, that no amount shall be
payable by the Participant to the Company if and to the extent that such payment
would not reduce the amount which is subject to taxation under section 4999 of
the Code. In the event that the Auditors determine that an Underpayment has
occurred, such Underpayment shall promptly be paid or transferred by the Company
to or for the benefit of the Participant, together with interest at the
applicable federal rate provided in section 7872(f)(2) of the Code.


                                       12

<PAGE>

     18.5 Related Corporations. For purposes of this Article 18, the term
"Company" shall include affiliated corporations to the extent determined by the
Auditors in accordance with section 280G(d)(5) of the Code.

     ARTICLE 19. DEFINITIONS.

     19.1 "Affiliate" means any entity other than a Subsidiary, if the Company
and/or one or more Subsidiaries own not less than 50% of such entity.

     19.2 "Award" means any award of an Option, an SAR, a Restricted Share or a
Stock Unit under the Plan.

     19.3 "Board" means the Company's Board of Directors, as constituted from
time to time.

     19.4 "Change in Control" shall mean:

               (a) The consummation of a merger or consolidation of the Company
     with or into another entity or any other corporate reorganization, if more
     than 50% of the combined voting power of the continuing or surviving
     entity's securities outstanding immediately after such merger,
     consolidation or other reorganization is owned by persons who were not
     stockholders of the Company immediately prior to such merger, consolidation
     or other reorganization;

               (b) The sale, transfer or other disposition of all or
     substantially all of the Company's assets;

               (c) A change in the composition of the Board, as a result of
     which fewer than 50% of the incumbent directors are directors who either
     (i) had been directors of the Company on the date 24 months prior to the
     date of the event that may constitute a Change in Control (the "original
     directors") or (ii) were elected, or nominated for election, to the Board
     with the affirmative votes of at least a majority of the aggregate of the
     original directors who were still in office at the time of the election or
     nomination and the directors whose election or nomination was previously so
     approved; or

               (d) Any transaction as a result of which any person is the
     "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act),
     directly or indirectly, of securities of the Company representing at least
     50% of the total voting power represented by the Company's then outstanding
     voting securities. For purposes of this Paragraph (d), the term "person"
     shall have the same meaning as when used in sections 13(d) and 14(d) of the
     Exchange Act but shall exclude (i) a trustee or other fiduciary holding
     securities under an employee benefit plan of the Company or of a Parent or
     Subsidiary and (ii) a corporation owned directly or indirectly by the
     stockholders of the Company in substantially the same proportions as their
     ownership of the Common Shares of the Company.


                                       13

<PAGE>

A transaction shall not constitute a Change in Control if its sole purpose is to
change the state of the Company's incorporation or to create a holding company
that will be owned in substantially the same proportions by the persons who held
the Company's securities immediately before such transaction.

     19.5 "Code" means the Internal Revenue Code of 1986, as amended.

     19.6 "Committee" means a committee of the Board, as described in Article 2.

     19.7 "Common Share" means one share of the common stock of the Company.

     19.8 "Company" means Marimba, Inc., a Delaware corporation.

     19.9 "Consultant" means a consultant or adviser who provides bona fide
services to the Company, a Parent, a Subsidiary or an Affiliate as an
independent contractor. Service as a Consultant shall be considered employment
for all purposes of the Plan, except as provided in Section 4.1.

     19.10 "Employee" means a common-law employee of the Company, a Parent, a
Subsidiary or an Affiliate.

     19.11 "Exchange Act" means the Securities Exchange Act of 1934, as amended.

     19.12 "Exercise Price," in the case of an Option, means the amount for
which one Common Share may be purchased upon exercise of such Option, as
specified in the applicable Stock Option Agreement. "Exercise Price," in the
case of an SAR, means an amount, as specified in the applicable SAR Agreement,
which is subtracted from the Fair Market Value of one Common Share in
determining the amount payable upon exercise of such SAR.

     19.13 "Fair Market Value" means the market price of Common Shares,
determined by the Committee in good faith on such basis as it deems appropriate.
Whenever possible, the determination of Fair Market Value by the Committee shall
be based on the prices reported in The Wall Street Journal. Such determination
shall be conclusive and binding on all persons.

     19.14 "IPO" means the initial offering of Common Shares to the public
pursuant to a registration statement filed by the Company with the Securities
and Exchange Commission.

     19.15 "ISO" means an incentive stock option described in section 422(b) of
the Code.

     19.16 "NSO" means a stock option not described in sections 422 or 423 of
the Code.

     19.17 "Option" means an ISO or NSO granted under the Plan and entitling the
holder to purchase Common Shares.

     19.18 "Optionee" means a person or estate who holds an Option or SAR.


                                       14

<PAGE>

     19.19 "Outside Director" shall mean a member of the Board who is not an
Employee. Service as an Outside Director shall be considered employment for all
purposes of the Plan, except as provided in Section 4.1.

     19.20 "Parent" means any corporation (other than the Company) in an
unbroken chain of corporations ending with the Company, if each of the
corporations other than the Company owns stock possessing 50% or more of the
total combined voting power of all classes of stock in one of the other
corporations in such chain. A corporation that attains the status of a Parent on
a date after the adoption of the Plan shall be considered a Parent commencing as
of such date.

     19.21 "Participant" means a person or estate who holds an Award.

     19.22 "Predecessor Plan" means the Company's 1996 Stock Plan.

     19.23 "Plan" means this Marimba, Inc. 1999 Omnibus Equity Incentive Plan,
as amended from time to time.

     19.24 "Restricted Share" means a Common Share awarded under the Plan.

     19.25 "Restricted Stock Agreement" means the agreement between the Company
and the recipient of a Restricted Share which contains the terms, conditions and
restrictions pertaining to such Restricted Share.

     19.26 "SAR" means a stock appreciation right granted under the Plan.

     19.27 "SAR Agreement" means the agreement between the Company and an
Optionee which contains the terms, conditions and restrictions pertaining to his
or her SAR.

     19.28 "Stock Option Agreement" means the agreement between the Company and
an Optionee that contains the terms, conditions and restrictions pertaining to
his or her Option.

     19.29 "Stock Unit" means a bookkeeping entry representing the equivalent of
one Common Share, as awarded under the Plan.

     19.30 "Stock Unit Agreement" means the agreement between the Company and
the recipient of a Stock Unit which contains the terms, conditions and
restrictions pertaining to such Stock Unit.

     19.31 "Subsidiary" means any corporation (other than the Company) in an
unbroken chain of corporations beginning with the Company, if each of the
corporations other than the last corporation in the unbroken chain owns stock
possessing 50% or more of the total combined voting power of all classes of
stock in one of the other corporations in such chain. A corporation that attains
the status of a Subsidiary on a date after the adoption of the Plan shall be
considered a Subsidiary commencing as of such date.

                                       15

<PAGE>

                Marimba, Inc. 1999 Omnibus Equity Incentive Plan

                          Notice of Stock Option Grant

                  You have been granted the following option to purchase Common
Stock of Marimba, Inc. (the "Company"):

                  Name of Optionee:

                  Total Number of Shares Granted:

                  Type of Option:

                  Exercise Price Per Share:

                  Date of Grant:

                  Vesting Commencement Date:

                  Vesting Schedule:

                  Expiration Date:

By your signature and the signature of the Company's representative below, you
and the Company agree that this option is granted under and governed by the
terms and conditions of the 1999 Omnibus Equity Incentive Plan (the "Plan") and
the Stock Option Agreement, both of which are attached to and made a part of
this document.

Optionee:                           Marimba, Inc.

____________________________        By: ________________________________

____________________________        Title: _____________________________
Print Name

<PAGE>

                Marimba, Inc. 1999 Omnibus Equity Incentive Plan

                             Stock Option Agreement

Tax Treatment                This option is intended to be a nonstatutory
                             option, as provided in the Notice of Stock Option
                             Grant.

Vesting                      This option becomes exercisable in installments, as
                             shown in the Notice of Stock Option Grant. In
                             addition, this option becomes exercisable in full
                             if the Company is subject to a "Change in Control"
                             (as defined in the Plan) while you are an employee,
                             consultant or director of the Company or a
                             subsidiary of the Company, unless this option
                                                        ------
                             remains outstanding following the "Change in
                             Control," or is assumed by the surviving
                             corporation (or parent thereof) or substituted with
                             an option with substantially the same terms by the
                             surviving corporation (or parent thereof). The
                             determination of whether a substituted option has
                             substantially the same terms as this option shall
                             be made by the Compensation Committee, and its
                             determination shall be final, binding and
                             conclusive.


                             No additional shares become exercisable after your
                             service as an employee, consultant or director of
                             the Company or a subsidiary of the Company has
                             terminated for any reason.

Term                         This option expires in any event at the close of
                             business at Company headquarters on the day before
                             the 10th anniversary of the Date of Grant, as shown
                             in the Notice of Stock Option Grant. (It will
                             expire earlier if your service terminates, as
                             described below.)

Regular                      If your service as an employee, consultant or
Termination                  director of the Company or a subsidiary of the
                             Company terminates for any reason except death or
                             disability, then this option will expire at the
                             close of business at Company headquarters on the
                             date three months after your termination date. The
                             Company determines when your service terminates for
                             this purpose.

Death                        If you die as an employee, consultant or director
                             of the Company or a subsidiary of the Company, then
                             this option will expire at the close of business at
                             Company headquarters on the date 12 months after
                             the date of death.

Disability                   If your service as an employee, consultant or
                             director of the Company or a subsidiary of the
                             Company terminates because of your disability, then
                             this option will expire at the close of business at
                             Company headquarters on the

                                       2

<PAGE>

                             date six months after your termination date.

                             For all purposes under this Agreement, "disability"
                             means that you are unable to engage in any
                             substantial gainful activity by reason of any
                             medically determinable physical or mental
                             impairment.

Leaves of Absence            For purposes of this option, your service does not
                             terminate when you go on a military leave, a sick
                             leave or another bona fide leave of absence, if the
                             leave was approved by the Company in writing and if
                             continued crediting of service is required by the
                             terms of the leave or by applicable law. But your
                             service terminates when the approved leave ends,
                             unless you immediately return to active work. In
                             addition, at the discretion of the Company, the
                             vesting and exercisability of your option may be
                             suspended during a leave of absence, in accordance
                             with the Company's general policies, which may be
                             amended from time to time.

Restrictions on              The Company will not permit you to exercise this
Exercise                     option if the issuance of shares at that time would
                             violate any law or regulation.

Notice of Exercise           When you wish to exercise this option, you must
                             notify the Company by filing the proper "Notice of
                             Exercise" form at the address given on the form.
                             Your notice must specify how many shares you wish
                             to purchase. Your notice must also specify how your
                             shares should be registered (in your name only or
                             in your and your spouse's names as community
                             property or as joint tenants with right of
                             survivorship). The notice will be effective when it
                             is received by the Company.

                             If someone else wants to exercise this option after
                             your death, that person must prove to the Company's
                             satisfaction that he or she is entitled to do so.

Form of Payment              When you submit your notice of exercise, you must
                             include payment of the option exercise price for
                             the shares you are purchasing. Payment may be made
                             in one (or a combination of two or more) of the
                             following forms:

                             .  Your personal check, a cashier's check or a
                                money order.

                             .  Certificates for shares of Company stock that
                                you own, along with any forms needed to effect a
                                transfer of those shares to the Company. The
                                value of the shares, determined as of the
                                effective date of the option exercise, will be
                                applied to the option exercise price. Instead
                                of surrendering shares of Company stock, you
                                may attest to the ownership of those shares on
                                a form provided by the Company and have the
                                same number of shares subtracted from the
                                option shares issued to you. However, you may
                                not surrender, or attest to the ownership of,
                                shares of Company stock in payment of

                                       3

<PAGE>

                                  the exercise price if your action would cause
                                  the Company to recognize compensation expense
                                  (or additional compensation expense) with
                                  respect to this option for financial reporting
                                  purposes.

                             .    Irrevocable directions to a securities broker
                                  approved by the Company to sell all or part of
                                  your option shares and to deliver to the
                                  Company from the sale proceeds an amount
                                  sufficient to pay the option exercise price
                                  and any withholding taxes. (The balance of the
                                  sale proceeds, if any, will be delivered to
                                  you.) The directions must be given by signing
                                  a special "Notice of Exercise" form provided
                                  by the Company.

                             .    Irrevocable directions to a securities broker
                                  or lender approved by the Company to pledge
                                  option shares as security for a loan and to
                                  deliver to the Company from the loan proceeds
                                  an amount sufficient to pay the option
                                  exercise price and any withholding taxes. The
                                  directions must be given by signing a special
                                  "Notice of Exercise" form provided by the
                                  Company.


 Withholding                 You will not be allowed to exercise this option
 Taxes and Stock             unless you make arrangements acceptable to the
 Withholding                 Company to pay any withholding taxes that may be
                             due as a result of he option exercise. These
                             arrangements may include withholding shares of
                             Company stock that otherwise would be issued to you
                             when you exercise this option. The value of these
                             shares, determined as of the effective date of the
                             option exercise, will be applied to the withholding
                             taxes.

Restrictions                 By signing this Agreement, you agree not to sell
on Resale                    any option shares at a time when applicable laws,
                             Company policies or an agreement between the
                             Company and its underwriters prohibit a sale. This
                             restriction will apply as long as your option has
                             not expired.

Transfer                     Prior to your death, only you may exercise this
of Option                    option. You cannot transfer or assign this option.
                             For instance, you may not sell this option or use
                             it as security for a loan. If you attempt to do any
                             of these things, this option will immediately
                             become invalid. You may, however, dispose of this
                             option in your will or a beneficiary designation.

                             Regardless of any marital property settlement
                             agreement, the Company is not obligated to honor a
                             notice of exercise from your former spouse, nor is
                             the Company obligated to recognize your former
                             spouse's interest in your option in any other way.

Retention Rights             Your option or this Agreement do not give you the
                             right to be retained by the Company or a subsidiary
                             of the Company in any capacity. The Company and its
                             subsidiaries reserve the right to terminate your
                             service at any time, with or without cause.

                                       4

<PAGE>

Stockholder Rights           You, or your estate or heirs, have no rights as a
                             stockholder of the Company until you have exercised
                             this option by giving the required notice to the
                             Company and paying the exercise price. No
                             adjustments are made for dividends or other rights
                             if the applicable record date occurs before you
                             exercise this option, except as described in the
                             Plan.

Adjustments                  In the event of a stock split, a stock dividend or
                             a similar change in Company stock, the number of
                             shares covered by this option and the exercise
                             price per share may be adjusted pursuant to the
                             Plan.

Applicable Law               This Agreement will be interpreted and enforced
                             under the laws of the State of Delaware (without
                             regard to their choice-of-law provisions).

The Plan and Other           The text of the Plan is incorporated in this
Agreements                   Agreement by reference.

                             This Agreement and the Plan constitute the entire
                             understanding between you and the Company regarding
                             this option. Any prior agreements, commitments or
                             negotiations concerning this option are superseded.
                             This Agreement may be amended only by another
                             written agreement, signed by both parties.

        By signing the cover sheet of this Agreement, you agree to all of
            the terms and conditions described above and in the plan.

                                       5

</TEXT>
</DOCUMENT>
