VerticalBuyer, Inc. Nonstatutory Stock Option Plan
Adopted: March 1, 2000 Termination Date: February 28, 2010
(a) Eligible Option Recipients. The persons eligible to receive Options are the Directors, Employees and
Consultants of the Company and its Affiliates.
(b) Available Options. The purpose of the Plan is to provide a means by which eligible recipients of Options may
be given an opportunity to benefit from increases in value of the Common Stock through the granting of
Nonstatutory Stock Options.
(c) General Purpose. The Company, by means of the Plan, seeks to retain the services of the group of persons
eligible to receive Options, to secure and retain the services of new members of this group and to provide
incentives for such persons to exert maximum efforts for the success of the Company and its Affiliates.
(a) "Affiliate" means any parent corporation or subsidiary corporation of the Company, whether now or hereafter
existing, as those terms are defined in Sections 424(e) and (f), respectively, of the Code.
(b) "Board" means the Board of Directors of the Company.
(c) "Code" means the Internal Revenue Code of 1986, as amended.
(d) "Committee" means a committee of one or more members of the Board appointed by the Board in
accordance with subsection 3(c).
(e) "Common Stock" means the common stock of the Company.
(f) "Company" means VerticalBuyer, Inc., a Delaware corporation.
(g) "Consultant" means any person, including an advisor, engaged by the Company or an Affiliate to render
consulting or advisory services and who is compensated for such services.
(h) "Continuous Service" means that the Optionholder's service with the Company or an Affiliate, whether as an
Employee, Director or Consultant, is not interrupted or terminated. The Optionholder's Continuous Service shall
not be deemed to have terminated merely because of a change in the capacity in which the Optionholder renders
service to the Company or an Affiliate as an Employee, Consultan