PACIFIC SOFTWORKS, INC.
1998 EQUITY INCENTIVE PROGRAM
ADOPTED APRIL 17, 1998
APPROVED BY STOCKHOLDERS APRIL 30, 1998
TERMINATION DATE: DECEMBER 31, 2008
(A) ELIGIBLE STOCK AWARD RECIPIENTS. The persons eligible to receive Stock Awards are the
Employees, Directors and Consultants of the Company and its Affiliates.
(B) AVAILABLE STOCK AWARDS. The purpose of the Plan is to provide a means by which eligible
recipients of Stock Awards may be given an opportunity to benefit from increases in value of the Common Stock
through the granting of the following Stock Awards: (i) Incentive Stock Options, (ii) Non-Statutory Stock
Options, (iii) Stock Appreciation Rights, (iv) Stock Bonuses, and (v) Rights to Acquire Restricted Stock.
(C) GENERAL PURPOSE. The Company, by means of the Plan, seeks to retain the services of the group of
persons eligible to receive Stock Awards, 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 Section 424(3) 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 appointed by the Board in accordance with subsection 3(c).
(e) "COMMON STOCK" means the common stock of the Company.
(f) "COMPANY" means Pacific Softworks, Inc., a California corporation.
(g) "CONSULTANT" means any person, including an advisor, (1) engaged by the Company, or an Affiliate, to
render consulting or advisory services and who is compensated for such services or
(2) who is a member of the Board of Directors of an Affiliate. However, the term "Consultant" shall not include
either Directors of the Company who are not