1997 EQUITY INCENTIVE PLAN
ADOPTED MARCH 14, 1997
APPROVED BY STOCKHOLDERS MAY 1, 1997
AMENDED BY THE BOARD OF DIRECTORS ON APRIL 29, 1998
APPROVED BY STOCKHOLDERS ON JUNE 26, 1998
AMENDED BY THE BOARD OF DIRECTORS ON AUGUST 16, 1999
APPROVED BY STOCKHOLDERS ON OCTOBER 15, 1999
AMENDED BY THE BOARD OF DIRECTORS ON FEBRUARY 18, 2000
APPROVED BY STOCKHOLDERS ON JUNE 26, 2000
(a) The purpose of the Plan is to provide a means by which selected Employees and Directors of and Consultants
to the Company and its Affiliates may be given an opportunity to benefit from increases in value of the common
stock of the Company ("Common Stock") through the granting of (i) Incentive Stock Options, (ii) Nonstatutory
Stock Options, (iii) stock bonuses and (iv) rights to purchase restricted stock, all as defined below.
(b) The Company, by means of the Plan, seeks to retain the services of persons who are now Employees,
Directors or Consultants, to secure and retain the services of new Employees, Directors and Consultants, and to
provide incentives for such persons to exert maximum efforts for the success of the Company and its Affiliates.
(c) The Company intends that the Stock Awards issued under the Plan shall, in the discretion of the Board or any
Committee to which responsibility for administration of the Plan has been delegated pursuant to subsection 3(c),
be either (i) Options granted pursuant to Section 6 hereof, including Incentive Stock Options and Nonstatutory
Stock Options, or (ii) stock bonuses or rights to purchase restricted stock granted pursuant to Section 7 hereof.
All Options shall be separately designated Incentive Stock Options or Nonstatutory Stock Options at the time of
grant, and a separate certificate or certificates will be issued for shares purchased on exercise of each type of
(a) "AFFILIATE" means any parent corporation or subsidiary corporation, whether now or hereafter existing, as
those terms are