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2000 STOCK PLAN
1. Purposes of the Plan. The purposes of this 2000 Stock Plan are to attract and retain the best available personnel for
positions of substantial responsibility, to provide additional incentive to Employees and Consultants of the Company and its
Subsidiaries and to promote the success of the Company's business. Options granted under the Plan may be Incentive Stock
Options (as defined under Section 422 of the Code) or Nonstatutory Stock Options, as determined by the Administrator at the
time of grant of an Option and subject to the applicable provisions of Section 422 of the Code, as amended, and the regulations
promulgated thereunder. 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 its Committee appointed pursuant to Section 4 of the Plan.
(b) "Affiliate" means an entity other than a Subsidiary in which the Company owns an equity interest or which,
together with the Company, is under common control of a third person or entity.
(c) "Applicable Laws" means the legal requirements relating to the administration of stock option plans under
applicable U.S. state corporate laws, U.S. federal and applicable state securities laws, the Code, any Stock Exchange
rules or regulations and the applicable laws of any other country or jurisdiction where Options or Stock Purchase Rights
are granted under the Plan, as such laws, rules, regulations and requirements shall be in place from time to time.
(d) "Board" means the Board of Directors of the Company.
(e) "Change of Control" means a sale of all or substantially all of the Company's assets, or any merger or
consolidation of the Company with or into another corporation; other than a merger or consolidation in which the