2003 STOCK OPTION PLAN
1. PURPOSES OF THE PLAN. The purposes of this Stock Option Plan are to attract and retain the best
available personnel for positions of substantial responsibility, to provide additional incentive to Employees,
Directors and Consultants 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.
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 stock option 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 Common Stock is listed or quoted and the applicable laws of any other country or jurisdiction
where Options are granted under the Plan.
(c) "Board" means the Board of Directors of the Company.
(d) "Cause" means a termination of employment for good cause, as determined by the Administrator in its sole
and absolute discretion. Examples include, but are not limited to, poor performance, dishonesty, violation of
Company policy, procedures or rules, excessive absenteeism, excessive tardiness, insubordination, misconduct,
or the unauthorized use or disclosure of confidential information or trade secrets of the Company.
(e) "Change in Control" means the occurrence of any of the following events:
(i) The consummation of the sale or disposition by the Company of all or substantially all of the Company's
(ii) The consummation of a merger or consolidation of the Company with any other corporation or business
entity, other than a merger or consolidation which would result in the voting securities of the Company
outstanding immediately prior thereto continuing to repre