PEOPLESOFT INC
EXHIBIT 10.5
<DOCUMENT>
<TYPE>EX-10.5
<SEQUENCE>4
<FILENAME>f80042ex10-5.txt
<DESCRIPTION>EXHIBIT 10.5
<TEXT>
<PAGE>
                                                                   Exhibit 10.5

                                PEOPLESOFT, INC.

                      AMENDED AND RESTATED 2001 STOCK PLAN

                      (Effective as of September 29, 2001)

        1. Purposes of the Plan. The purposes of this Stock Plan are to attract
and retain the best available personnel for positions of substantial
responsibility, to provide additional incentive to Employees and Employee
Directors and to promote the success of the Company's business. Options granted
under the Plan may be Incentive Stock Options or Nonstatutory Stock Options, as
determined by the Administrator at the time of grant. Stock Appreciation Rights,
Restricted Stock Awards and Stock Purchase Rights may also be granted under the
Plan.

        2. Definitions. As used herein, the following definitions shall apply:

           (a) "Administrator" means the Board or any of its Committees as shall
be administering the Plan in accordance with Section 4 hereof.

           (b) "Applicable Laws" means the requirements relating to the
administration of equity compensation plans under U.S. state corporate laws,
U.S. federal and state securities laws, the Code, any stock exchange or
quotation system on which the Stock is listed or quoted and the applicable laws
of any other country or jurisdiction where Option, Stock Purchase Rights, SARs
or Restricted Stock Awards are granted under the Plan.

           (c) "Board" means the Board of Directors of the Company.

           (d) "Code" means the Internal Revenue Code of 1986, as amended.

           (e) "Committee" means a committee of Directors appointed by the Board
in accordance with Section 4 hereof.

           (f) "Common Stock" means the Common Stock of the Company.

           (g) "Company" means PeopleSoft, Inc., a Delaware corporation.

           (h) "Director" means a member of the Board.

           (i) "Disability" means total and permanent disability as defined in
Section 22(e)(3) of the Code.

           (j) "Employee" means any person, including Officers and Directors,
employed by the Company or any Subsidiary of the Company. A Service Provider
shall not cease to be an Employee in the case of (i) any leave of absence
approved by the Company or (ii) transfers between locations of the Company or
between the Company, its Parent, any Subsidiary, or any successor. For purposes
of Incentive Stock Options, no such leave may exceed ninety days, unless
reemployment upon expiration of such leave is guaranteed by statute or contract.
If reemployment upon expiration of a leave of absence approved by the Company is
not so guaranteed, on the 181st

<PAGE>

day of such leave any Incentive Stock Option held by the Optionee shall cease to
be treated as an Incentive Stock Option and shall be treated for tax purposes as
a Nonstatutory Stock Option. Neither service as a Director nor payment of a
director's fee by the Company shall be sufficient to constitute "employment" by
the Company.

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

           (l) "Fair Market Value" means, as of any date, the value of Common
Stock determined as follows:

               (i) If the Common Stock is listed on any established stock
exchange or a national market system, including without limitation the Nasdaq
National Market or The Nasdaq SmallCap Market of The Nasdaq Stock Market, its
Fair Market Value shall be the closing sales price for such stock (or the
closing bid, if no sales were reported) as quoted on such exchange or system for
the day of determination (or if the markets are closed on such day, on the most
recent prior trading day), as reported in The Wall Street Journal or such other
source as the Administrator deems reliable;

               (ii) If the Common Stock is regularly quoted by a recognized
securities dealer but selling prices are not reported, its Fair Market Value
shall be the mean between the high bid and low asked prices for the Common Stock
on the day of determination (or if the markets are closed on such day, on the
most recent prior trading day; or

               (iii) In the absence of an established market for the Common
Stock, the Fair Market Value thereof shall be determined in good faith by the
Administrator.

           (m) "Incentive Stock Option" means an Option intended to qualify as
an incentive stock option within the meaning of Section 422 of the Code.

           (n) "Nonstatutory Stock Option" means an Option not intended to
qualify as an Incentive Stock Option.

           (o) "Officer" means a person who is an officer of the Company within
the meaning of Section 16 of the Exchange Act and the rules and regulations
promulgated thereunder.

           (p) "Option" means a stock option granted pursuant to the Plan.

           (q) "Option Agreement" means a written or electronic agreement
between the Company and an Optionee evidencing the terms and conditions of an
individual Option grant. The Option Agreement is subject to the terms and
conditions of the Plan.

           (r) "Optioned Stock" means the Common Stock subject to an Option,
SAR, or Stock Purchase Right.

           (s) "Optionee" means the holder of an outstanding Option, Stock
Purchase Right, SAR or Restricted Stock Award granted under the Plan.


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<PAGE>

           (t) "Parent" means a "parent corporation", whether now or hereafter
existing, as defined in Section 424(e) of the Code.

           (t) "Plan" means this 2001 Stock Plan.

           (u) "Restricted Stock" means shares of Common Stock acquired pursuant
to a grant of a Stock Purchase Right under Section 13 below or pursuant to the
grant of a Restricted Stock Award under Section 10 below.

           (v) "Restricted Stock Award" means shares of Common Stock acquired
pursuant to a grant of a Restricted Stock Award under Section 10 below.

           (w) "Restricted Stock Award Agreement" means a written agreement
between the Company and the Employee evidencing the terms and restrictions
applying to stock granted under this Plan. The Restricted Stock Award Agreement
is subject to the terms and conditions of the Plan.

           (x) "Stock Appreciation Right or SAR" means an award issued pursuant
to Section 11 below.

           (y) "Service Provider" means an Employee, including an Employee
Director.

           (z) "Share" means a share of the Common Stock, as adjusted in
accordance with Section 14 below.

           (aa) "Stock Purchase Right" means a right to purchase Common Stock
pursuant to Section 13 below.

           (bb) "Subsidiary" means any "subsidiary corporation," whether now or
hereafter existing, as defined in Section 424(f) of the Code.

        3. Stock Subject to the Plan. Subject to the provisions of Section 14 of
the Plan, the maximum aggregate number of Shares that may be subject to option
or other award and issued under the Plan is six million (6,000,000) Shares. The
Shares may be authorized but unissued, or reacquired Common Stock.

           If an Option, Stock Purchase Right, SAR or Restricted Stock Award
expires or becomes unexercisable without having been exercised in full, or, with
respect to a Restricted Stock Award, is forfeited back to the Company, the
unpurchased Shares (or for Restricted Stock Awards, the forfeited shares) which
were subject thereto shall become available for future grant or sale under the
Plan (unless the Plan has terminated). However, Shares that have actually been
issued under the Plan, upon exercise of either an Option, Stock Purchase Right,
SAR or Restricted Stock Award shall not be returned to the Plan and shall not
become available for future distribution under the Plan, except that if Shares
of Restricted Stock are repurchased by the Company at their original purchase
price or forfeited to the Company, such Shares shall become available for future
grant under the Plan.

        4. Administration of the Plan.


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<PAGE>

           (a) Administrator. The Plan shall be administered by the Board or a
Committee appointed by the Board. Once appointed, such Committee shall serve in
its designated capacity until otherwise directed by the Board. The Board may
increase the size of the Committee and appoint additional members, remove
members (with or without cause) and substitute other members, fill vacancies
(however caused), and remove all members of the Committee and thereafter
directly administer the Plan.

           (b) Powers of the Administrator. Subject to the provisions of the
Plan and, in the case of a Committee, the specific duties delegated by the Board
to such Committee, and subject to the approval of any relevant authorities, the
Administrator shall have the authority in its discretion, and only to the extent
consistent with the other provisions of this Plan:

               (i) to determine the Fair Market Value;

               (ii) to select the Service Providers to whom Options, Stock
Purchase Rights, SARs and Restricted Stock Awards may from time to time be
granted hereunder;

               (iii) to determine the number of Shares to be covered by each
such award granted hereunder;

               (iv) to approve forms of agreement for use under the Plan;

               (v) to determine the terms and conditions, of any Option, Stock
Purchase Right, SAR or Restricted Stock Award granted hereunder. Such terms and
conditions include, but are not limited to, the exercise price, the time or
times when Options, Stock Purchase Rights, SARs or Restricted Stock Awards may
be exercised (which may be based on performance criteria), any vesting
acceleration or waiver of forfeiture restrictions (provided, however, that the
Administrator may not discretionarily accelerate the vesting of or waive
forfeiture restrictions of Restricted Stock Awards unless stockholder approval
of such action is first obtained), and any other restriction or limitation
regarding any Option, Stock Purchase Right, SAR or Restricted Stock Award or the
Common Stock relating thereto, based in each case on such factors as the
Administrator, in its sole discretion, shall determine;

               (vi) to determine whether and under what circumstances an Option
may be bought out in cash under subsection 9(e);

               (vii) to prescribe, amend and rescind rules and regulations
relating to the Plan, including rules and regulations relating to sub-plans
established for the purpose of qualifying for preferred tax treatment under
foreign tax laws;

               (viii) to allow Optionees to satisfy withholding tax obligations
by electing to have the Company withhold from the Shares to be issued upon
exercise of an Option, Stock Purchase Right or SAR, or the Shares of Restricted
Stock that vest, that number of Shares having a Fair Market Value equal to the
minimum amount required to be withheld, and no more in any event. The Fair
Market Value of the Shares to be withheld shall be determined on the date that
the amount of tax to be withheld is to be determined. All elections by Optionees
to have Shares withheld for this purpose shall be made in such form and under
such conditions as the Administrator may deem necessary or advisable;


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<PAGE>

               (ix) to construe and interpret the terms of the Plan and awards
granted pursuant to the Plan;

               (x) to modify or amend each agreement granted pursuant to this
Plan (subject to Section 16 of the Plan);

               (xi) to authorize any person to execute on behalf of the Company
any instrument required to effect a grant of Restricted Stock previously granted
by the Administrator;

               (xii) to determine the terms and restrictions applicable to
Restricted Stock; and

               (xiii) to make all other determinations deemed necessary or
advisable for administering the Plan.

           (c) Effect of Administrator's Decision. All decisions, determinations
and interpretations of the Administrator shall be final and binding on all
Optionees.

        5. Eligibility.

           (a) Nonstatutory Stock Options, Stock Purchase Rights, SARs and
Restricted Stock Awards may be granted to Service Providers. Incentive Stock
Options may be granted only to Employees.

           (b) Each Option shall be designated in the Option Agreement as either
an Incentive Stock Option or a Nonstatutory Stock Option. However,
notwithstanding such designation, to the extent that the aggregate Fair Market
Value of the Shares with respect to which Incentive Stock Options are
exercisable for the first time by the Optionee during any calendar year (under
all plans of the Company and any Parent or Subsidiary) exceeds $100,000, such
Options shall be treated as Nonstatutory Stock Options. For purposes of this
Section 5(b), Incentive Stock Options shall be taken into account in the order
in which they were granted. The Fair Market Value of the Shares shall be
determined as of the time the Option with respect to such Shares is granted.

           (c) Neither the Plan nor any Option, Stock Purchase Right, SAR or
Restricted Stock Award shall confer upon any Optionee any right with respect to
continuing the Optionee's relationship as a Service Provider with the Company,
nor shall it interfere in any way with his or her right or the Company's right
to terminate such relationship at any time, with or without cause.

           (d) The following limitations shall apply to grants of Options:

               (i) No Service Provider shall be granted, in any fiscal year of
the Company, Options to purchase more than 1 million Shares.

               (ii) In connection with his or her initial service, a Service
Provider may be granted Options to purchase up to an additional five hundred
thousand Shares, which shall not count against the limit set forth in subsection
(i) above.


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<PAGE>

               (iii) The foregoing limitations shall be adjusted proportionately
in connection with any change in the Company's capitalization as described in
Section 13.

        6. Term of Plan. The Plan shall become effective upon its approval by
the Company's stockholders. It shall continue in effect for a term of ten (10)
years unless sooner terminated under Section 16 of the Plan.

        7. Term of Option. The term of each Option shall be stated in the Option
Agreement; provided, however, that the term shall be no more than ten (10) years
from the date of grant thereof. In the case of an Incentive Stock Option granted
to an Optionee who, at the time the Option is granted, owns stock representing
more than ten percent (10%) of the voting power of all classes of stock of the
Company or any Subsidiary, the term of the Option shall be five (5) years from
the date of grant or such shorter term as may be provided in the Option
Agreement.

        8. Option Exercise Price and Consideration.

           (a) The per share exercise price for the Shares to be issued upon
exercise of an Option shall be no less than 100% of the Fair Market Value per
Share on the date of grant:

           (b) In the case of an Incentive Stock Option granted to an Employee
who, at the time of grant of such Option, owns stock representing more than ten
percent (10%) of the voting power of all classes of stock of the Company or any
Parent or Subsidiary, the exercise price shall be no less than 110% of the Fair
Market Value per Share on the date of grant.

           (c) The consideration to be paid for the Shares to be issued upon
exercise of an Option, including the method of payment, shall be determined by
the Administrator (and, in the case of an Incentive Stock Option, shall be
determined at the time of grant). Such consideration may consist of (1) cash,
(2) check, (3) other Shares which (x) in the case of Shares acquired upon
exercise of an Option, have been owned by the Optionee for more than six months
on the date of surrender, and (y) have a Fair Market Value on the date of
surrender equal to the aggregate exercise price of the Shares as to which such
Option shall be exercised, (4) consideration received by the Company under a
cashless exercise program implemented by the Company in connection with the
Plan, or (5) any combination of the foregoing methods of payment. In making its
determination as to the type of consideration to accept, the Administrator shall
consider if acceptance of such consideration may be reasonably expected to
benefit the Company.

        9. Exercise of Option.

           (a) Procedure for Exercise; Rights as a Stockholder. Any Option
granted hereunder shall be exercisable according to the terms hereof at such
times and under such conditions as determined by the Administrator and set forth
in the Option Agreement. Unless the Administrator provides otherwise, vesting of
Options granted hereunder to Officers and Directors shall be tolled during any
unpaid leave of absence. An Option may not be exercised for a fraction of a
Share.

               An Option shall be deemed exercised when the Company or its
designated broker receives (i) written or electronic notice of exercise (in
accordance with the Option Agreement) from the person entitled to exercise the
Option, and (ii) full payment for the Shares with respect to which the Option is
exercised. Full payment may consist of any consideration and method


                                                                             -6-
<PAGE>

of payment authorized by the Administrator and permitted by the Option Agreement
and the Plan. Shares issued upon exercise of an Option shall be issued in the
name of the Optionee or, if requested by the Optionee, in the name of the
Optionee and his or her spouse. Until the Shares are issued (as evidenced by the
appropriate entry on the books of the Company or of a duly authorized transfer
agent of the Company), no right to vote or receive dividends or any other rights
as a stockholder shall exist with respect to the Shares, notwithstanding the
exercise of the Option. The Company shall issue (or cause to be issued) such
Shares promptly after the Option is exercised. No adjustment will be made for a
dividend or other right for which the record date is prior to the date the
Shares are issued, except as provided in Section 14 of the Plan.

               Exercise of an Option in any manner shall result in a decrease in
the number of Shares thereafter available, both for purposes of the Plan and for
sale under the Option, by the number of Shares as to which the Option is
exercised.

           (b) Termination of Relationship as a Service Provider. If an Optionee
ceases to be a Service Provider, such Optionee may exercise his or her Option
within such period of time as is specified in the Option Agreement (of at least
thirty (30) days) to the extent that the Option is vested on the date of
termination (but in no event later than the expiration of the term of the Option
as set forth in the Option Agreement). In the absence of a specified time in the
Option Agreement, the Option shall remain exercisable for three (3) months
following the Optionee's termination. If, on the date of termination, the
Optionee is not vested as to his or her entire Option, the Shares covered by the
unvested portion of the Option shall revert to the Plan. If, after termination,
the Optionee does not exercise his or her Option within the time specified by
the Administrator, the Option shall terminate, and the Shares covered by such
Option shall revert to the Plan.

           (c) Disability of Optionee. If an Optionee ceases to be a Service
Provider as a result of the Optionee's Disability, the Optionee may exercise his
or her Option within such period of time as is specified in the Option Agreement
(of at least six (6) months) to the extent the Option is vested on the date of
termination (but in no event later than the expiration of the term of such
Option as set forth in the Option Agreement). In the absence of a specified time
in the Option Agreement, the Option shall remain exercisable for twelve (12)
months following the Optionee's termination. If, on the date of termination, the
Optionee is not vested as to his or her entire Option, the Shares covered by the
unvested portion of the Option shall revert to the Plan. If, after termination,
the Optionee does not exercise his or her Option within the time specified
herein, the Option shall terminate, and the Shares covered by such Option shall
revert to the Plan.

           (d) Death of Optionee. If an Optionee dies while a Service Provider,
the Option may be exercised within such period of time as is specified in the
Option Agreement (of at least six (6) months) to the extent that the Option is
vested on the date of death (but in no event later than the expiration of the
term of such Option as set forth in the Option Agreement) by the Optionee's
estate or by a person who acquires the right to exercise the Option by bequest
or inheritance. In the absence of a specified time in the Option Agreement, the
Option shall remain exercisable for twelve (12) months following the Optionee's
termination. If, at the time of death, the Optionee is not vested as to the
entire Option, the Shares covered by the unvested portion of the Option shall
immediately revert to the Plan. If the Option is not so exercised within the
time specified herein, the Option shall terminate, and the Shares covered by
such Option shall revert to the Plan.


                                                                             -7-
<PAGE>

            (e) Buyout Provisions. The Administrator may at any time offer to
buy out for a payment in cash or Shares, an Option previously granted, based on
such terms and conditions as the Administrator shall establish and communicate
to the Optionee at the time that such offer is made.

        10. Restricted Stock Awards. Restricted Stock Awards shall be subject to
the terms, conditions, and restrictions determined by the Administrator at the
time the restricted stock is awarded, subject to Section 14 and the following:
(i) for vesting solely based on an Optionee continuing as a Service Provider, no
more than 1/3 of such awards will vest no earlier than the one (1) year
anniversary of the grant date, and the remaining Shares will vest quarterly
thereafter such that an Optionee will be 100% vested no earlier than the third
anniversary of the grant date, subject to continuing employment, or (ii) for
vesting based on a hybrid of performance and continuing employment, there will
be a minimum employment-based cliff vest of at least one year, i.e., no vesting
in any event unless a minimum of one year of service has elapsed from the date
of grant. The Administrator may require the recipient to sign a Restricted Stock
Award Agreement as a condition of the award. The Restricted Stock Award
Agreement may contain such terms, conditions, representations and warranties as
the Administrator may require. The certificates representing the shares of Stock
awarded shall bear such legends as shall be determined by the Administrator.

        11. Stock Appreciation Rights.

            (a) Grant of SARs. Subject to the terms and conditions of the Plan,
SARs may be granted to Service Providers at any time and from time to time as
shall be determined by the Administrator, in its sole discretion. The
Administrator shall have complete discretion to determine the number of SARs
granted to any Participant.

            (b) Exercise Price and other Terms. The Administrator, subject to
the provisions of the Plan, shall have complete discretion to determine the
terms and conditions of SARs granted under the Plan. However, the exercise price
of an SAR shall be not less than one hundred percent (100%) of the Fair Market
Value of a Share on the date of grant.

            (c) SAR Agreement. Each SAR grant shall be evidenced by an award
agreement that shall specify the exercise price, the term of the SAR, the
conditions of exercise, and such other terms and conditions as the
Administrator, in its sole discretion, shall determine (the "Award Agreement").

            (d) Expiration of SARs. A SAR granted under the Plan shall expire
upon the date determined by the Administrator, in its sole discretion, and set
forth in the Award Agreement.

            (e) Payment of SAR Amount. Upon exercise of a SAR, a Participant
shall be entitled to receive payment from the Company in an amount determined by
multiplying:

                (i) The difference between the Fair Market Value of a Share on
the date of exercise over the exercise price; times

                (ii) The number of Shares with respect to which the SAR is
exercised.

            (f) Payment upon Exercise of SAR. At the discretion of the
Administrator, payment for a SAR may be in cash, Shares or a combination
thereof.


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<PAGE>

            (g) Cash Settlements and Plan Share Allocation. Cash payments of
Stock Appreciation Rights as well as Common Stock issued upon exercise of Stock
Appreciation Rights shall be applied against the maximum number of shares of
Common Stock that may be issued pursuant to the Plan. The number of shares to be
applied against such maximum number of shares in such circumstances shall be the
number of shares equal to the amount of the cash payment divided by the Fair
Market Value of a share of Common Stock on the date the Stock Appreciation Right
is granted.

        12. Non-Transferability of Options, Stock Purchase Rights, SARs and
Restricted Stock Awards. Except as determined otherwise by the Administrator in
its discretion, Options, Stock Purchase Rights, SARs and Restricted Stock Awards
may not be sold, pledged, assigned, hypothecated, transferred, or disposed of in
any manner other than by will or by the laws of descent or distribution and may
be exercised, during the lifetime of the Optionee, only by the Optionee.

        13. Stock Purchase Rights.

            (a) Rights to Purchase. Stock Purchase Rights may be issued either
alone, in addition to, or in tandem with other awards granted under the Plan
and/or cash awards made outside of the Plan. After the Administrator determines
that it will offer Stock Purchase Rights under the Plan, it shall advise the
offeree in writing or electronically of the terms, conditions and restrictions
related to the offer, including the number of Shares that such person shall be
entitled to purchase, the price to be paid, and the time within which such
person must accept such offer. The purchase price of the Shares subject to the
Stock Purchase Right shall be no less than 100% of the Fair Market Value of the
Shares at the time the Stock Purchase Right is granted. The offer shall be
accepted by execution of a Restricted Stock purchase agreement in the form
determined by the Administrator.

            (b) Repurchase Option. Unless the Administrator determines
otherwise, the Restricted Stock purchase agreement shall grant the Company a
repurchase option exercisable upon the voluntary or involuntary termination of
the purchaser's service with the Company for any reason (including death or
disability). Unless the Administrator determines otherwise, the purchase price
for Shares repurchased pursuant to the Restricted Stock purchase agreement shall
be the original price paid by the purchaser and may be paid by cancellation of
any indebtedness of the purchaser to the Company.

            (c) Other Provisions. The Restricted Stock purchase agreement shall
contain such other terms, provisions and conditions not inconsistent with the
Plan as may be determined by the Administrator in its sole discretion.

            (d) Rights as a Stockholder. Once the Stock Purchase Right is
exercised, the purchaser shall have rights equivalent to those of a stockholder
and shall be a stockholder when his or her purchase is entered upon the records
of the duly authorized transfer agent of the Company. No adjustment shall be
made for a dividend or other right for which the record date is prior to the
date the Stock Purchase Right is exercised, except as provided in Section 14 of
the Plan.

        14. Adjustments upon Changes in Capitalization, Merger or Asset Sale.

            (a) Changes in Capitalization. Subject to any required action by the
stockholders of the Company, the number of shares of Stock covered by each
outstanding Option, Stock Purchase


                                                                             -9-
<PAGE>

Right, SAR or Restricted Stock Award, and the number of shares of Stock which
have been authorized for issuance under the Plan but as to which no Option,
Stock Purchase Rights, SARs or Restricted Stock Awards have yet been granted or
which have been returned to the Plan upon cancellation or expiration of an
Option, Stock Purchase Right, SAR or Restricted Stock Award, as well as the
price per share of Stock covered by each such outstanding Option, Stock Purchase
Right or SAR, shall be proportionately adjusted for any increase or decrease in
the number of issued shares of Stock resulting from a stock split, reverse stock
split, stock dividend, combination or reclassification of the Stock, or any
other increase or decrease in the number of issued shares of Stock effected
without receipt of consideration by the Company. The conversion of any
convertible securities of the Company shall not be deemed to have been "effected
without receipt of consideration." Such adjustment shall be made by the Board,
whose determination in that respect shall be final, binding and conclusive.
Except as expressly provided herein, no issuance by the Company of shares of
stock of any class, or securities convertible into shares of stock of any class,
shall affect, and no adjustment by reason thereof shall be made with respect to,
the number or price of shares of Stock subject to an Option, Stock Purchase
Right, SAR or Restricted Stock Award.

            (b) Dissolution or Liquidation. In the event of the proposed
dissolution or liquidation of the Company, the Administrator shall notify each
Optionee as soon as practicable prior to the effective date of such proposed
transaction. The Administrator in its discretion may provide for an Optionee to
have the right to exercise his or her Option, Stock Purchase Right or SAR until
ten (10) days prior to such transaction as to all of the Optioned Stock covered
thereby, including Shares as to which the Option, Stock Purchase Right or SAR
would not otherwise be exercisable. In addition, the Administrator may provide
that any Company repurchase option applicable to any Shares purchased upon
exercise of an Option, Stock Purchase Right or SAR shall lapse as to all such
Shares, provided the proposed dissolution or liquidation takes place at the time
and in the manner contemplated. To the extent it has not been previously
exercised, an Option, Stock Purchase Right or SAR will terminate immediately
prior to the consummation of such proposed action.

            (c) Merger or Asset Sale. In the event of a merger of the Company
with or into another corporation or the sale of substantially all of the assets
of the Company, each outstanding Option, Stock Purchase Right, SAR, and
Restricted Stock Award (to the extent the Company's right to return of forfeited
shares subject to the Restricted Stock Award had not terminated as of the date
of closing of the merger or asset sale) shall be assumed or an equivalent
option, right or agreement substituted by the successor corporation or a Parent
or Subsidiary of the successor corporation. In the event that a Restricted Stock
Award Agreement is not assumed or substituted, the Company's right to return of
forfeited Shares shall terminate as of the date of the closing of the merger or
asset sale. In the event that the successor corporation refuses to assume or
substitute for the Option, Stock Purchase Right or SAR, the Optionee shall fully
vest in and have the right to exercise the Option, Stock Purchase Right or SARs
with respect to all of the Optioned Stock, including Shares as to which it would
not otherwise be vested or exercisable. If an Option, Stock Purchase Right or
SAR becomes fully vested and exercisable in lieu of assumption or substitution
in the event of a merger or sale of assets, the Administrator shall notify the
Optionee in writing or electronically that the Option, Stock Purchase Right or
SAR shall be fully exercisable for a period of fifteen (15) days from the date
of such notice, and the Option, Stock Purchase Right or SAR shall terminate upon
the expiration of such period. For the purposes of this Section 14(c), the
Option, Stock Purchase Right or SAR shall be considered assumed if, following
the merger or sale of assets, the option or right


                                                                            -10-
<PAGE>

confers the right to purchase or receive, for each Share of Optioned Stock
subject to the Option, Stock Purchase Right or SAR immediately prior to the
merger or sale of assets, the consideration (whether stock, cash, or other
securities or property) received in the merger or sale of assets by holders of
Stock for each Share held on the effective date of the transaction (and if
holders were offered a choice of consideration, the type of consideration chosen
by the holders of a majority of the outstanding Shares); provided, however, that
if such consideration received in the merger or sale of assets is not solely
stock of the successor corporation or its Parent, the Administrator may, with
the consent of the successor corporation, provide for the consideration to be
received upon the exercise of the Option, Stock Purchase Right or SAR, for each
Share of Optioned Stock subject to the Option, Stock Purchase Right or SAR, to
be solely Stock of the successor corporation or its Parent equal in fair market
value to the per share consideration received by holders of Stock in the merger
or sale of assets. For purposes of this Section 14(c), a Restricted Stock Award
shall be considered assumed if, following the merger or sale of assets, the
Restricted Stock Award, for each Share subject to the Restricted Stock Award
that was unvested immediately prior to the merger or sale of assets, confers the
right to receive upon subsequent vesting the consideration (whether stock, cash,
or other securities or property) received in the merger or sale of assets by
holders of Stock for each Share subject to the Restricted Stock Award on the
effective date of the transaction (and if holders were offered a choice of
consideration, the type of consideration chosen by the holders of a majority of
the outstanding Shares); provided, however, that if such consideration received
in the merger or sale of assets is not solely stock of the successor corporation
or its Parent, the Administrator may, with the consent of the successor
corporation provide for the consideration to be received upon the subsequent
vesting of the Restricted Stock Award to be solely stock of the successor
corporation or it Parent equal in fair market value to the per share
consideration received by holders of Stock in the merger or sale of assets.

        15. Time of Granting Options, Stock Purchase Rights, SARs and Restricted
Stock Awards. The date of grant of an Option, Stock Purchase Right, SAR or
Restricted Stock Award shall, for all purposes, be the date on which the
Administrator makes the determination granting such Option, Stock Purchase
Right, SAR or Restricted Stock Award, or such other date as is determined by the
Administrator. Notice of the determination shall be given to each Service
Provider to whom an Option, Stock Purchase Right, SAR or Restricted Stock Award
is so granted within a reasonable time after the date of such grant.

        16. Amendment and Termination of the Plan.

            (a) Amendment and Termination. The Board may at any time amend,
alter, suspend or terminate the Plan; provided, however, that the Board may not
materially amend the Stock Plan without obtaining stockholder approval.

            (b) Stockholder Approval. The Board shall obtain stockholder
approval of any Plan amendment to the extent necessary and desirable to comply
with Applicable Laws, including Sections 162(m) and 422 of the Code or any
similar rule or statute.

            (c) Effect of Amendment or Termination. No amendment, alteration,
suspension or termination of the Plan shall impair the rights of any Optionee,
unless mutually agreed otherwise between the Optionee and the Administrator,
which agreement must be in writing and signed by the Optionee and the Company.
Termination of the Plan shall not affect the Administrator's ability to


                                                                            -11-
<PAGE>

exercise the powers granted to it hereunder with respect to awards granted under
the Plan prior to the date of such termination.

        17. Conditions Upon Issuance of Shares. Shares shall not be issued
pursuant to the exercise of an Option, Stock Purchase Right or SAR unless the
exercise of such Option, Stock Purchase Right or SAR and the issuance and
delivery of such Shares shall comply with Applicable Laws and shall be further
subject to the approval of counsel for the Company with respect to such
compliance.

        18. Inability to Obtain Authority. The inability of the Company to
obtain authority from any regulatory body having jurisdiction, which authority
is deemed by the Company's counsel to be necessary to the lawful issuance and
sale of any Shares hereunder, shall relieve the Company of any liability in
respect of the failure to issue or sell such Shares as to which such requisite
authority shall not have been obtained.

        19. Reservation of Shares. The Company, during the term of this Plan,
shall at all times reserve and keep available such number of Shares as shall be
sufficient to satisfy the requirements of the Plan.

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</TEXT>
</DOCUMENT>
