S-8

As filed with the Securities and Exchange Commission on September 6, 2001

Registration No. _________

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549


FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
__________

ILLUMINA, INC.
(Exact name of registrant as specified in its charter)

Delaware
(State or other jurisdiction
of incorporation or organization) 33-0804655
(IRS Employer Identification No.)

9390 Towne Centre Drive, Suite 200
San Diego, California 92121
(Address of principal executive offices) (Zip Code)
__________

2000 Stock Plan
2000 Employee Stock Purchase Plan
(Full title of the Plan)

____________

Jay T. Flatley
Chief Executive Officer and President
Illumina, Inc.
9390 Towne Centre Drive, Suite 200, San Diego, California, 92121
(Name and address of agent for service)
(858) 587-4290
(Telephone number, including area code, of agent for service)

___________

CALCULATION OF REGISTRATION FEE
		Offering				Amount of
	Amount to be	Price		Aggregate		Registration
Title of Securities to be Registered	Registered (1)	per Share		Offering Price		Fee
2000 Stock Plan
Common Stock, $0.01 par value	4,149,460 shares (2)	$	8.65	$	12,975,000	$	3,243.75	(3)
2000 Employee Stock Purchase Plan
Common Stock, $0.01 par value	958,946 shares (4)	$	8.65	$	8,294,883	$	2,073.72	(5)
Aggregate Registration Fee						$	5,317.47

(1) This Registration Statement shall also cover any additional shares of Common Stock, par value $0.01 (the “Common Stock”), of Illumina, Inc. (the “Registrant”) which become issuable under the Illumina, Inc. 2000 Stock Plan (the “2000 Option Plan”) and the Illumina, Inc. 2000 Employee Stock Purchase Plan (the “Purchase Plan”) by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without the Registrant’s receipt of consideration which results in an increase in the number of outstanding shares of Common Stock.

(2)	1,500,000 shares of the 4,149,460 shares of Common Stock subject to this Registration Statement were available for issuance under the 2000 Option Plan effective as of January 2, 2001. The remaining 2,649,460 shares of the 4,149,460 shares of Common Stock subject to this Registration Statement were transferred to the 2000 Option Plan from the Registrant’s 1998 Incentive Stock Plan (the “1998 Option Plan”). Such shares were previously registered on Form S-8 Registration Statement No. 333-42866 filed on August 2, 2000 (the “2000 Registration Statement”).
(3)	The Registration Fee with respect to the 2000 Option Plan is based solely on 1,500,000 shares of Common Stock newly available for issuance under the 2000 Option Plan and is calculated solely for purposes of this offering under Rule 457(h) of the Securities Act of 1933 on the basis of the average of the high and low selling price per share of Common Stock on August 31, 2001, as reported by the Nasdaq National Market. The applicable filing fees for the remaining 2,649,460 shares transferred from the 2000 Option Plan from the 1998 Option Plan were paid in connection with the 2000 Registration Statement.
(4)	958,946 shares of Common Stock were available for issuance under the Purchase Plan effective as of January 2, 2001.
(5)	The Registration Fee with respect to the Purchase Plan is based solely on 958,946 shares of Common Stock newly available for issuance under the Purchase Plan and is calculated solely for purposes of this offering under Rule 457(h) of the Securities Act of 1933 on the basis of the average of the high and low selling price per share of Common Stock on August 31, 2001, as reported by the Nasdaq National Market.

TABLE OF CONTENTS

PART II Information Required in the Registration Statement
	Item 3. Information Incorporated by Reference.
	Item 4. Description of Securities.
	Item 5. Interests of Named Experts and Counsel.
	Item 6. Indemnification of Directors and Officers.
	Item 7. Exemption From Registration Claimed.
	Item 8. Exhibits.
	Item 9. Undertakings.
SIGNATURES
POWER OF ATTORNEY
EXHIBIT INDEX
EXHIBIT 5.1
EXHIBIT 23.1
EXHIBIT 99.1
EXHIBIT 99.2

PART II

Information Required in the Registration Statement

Item 3. Information Incorporated by Reference.

          The Registrant hereby incorporates by reference into this registration statement the following documents and information previously filed with the Securities and Exchange Commission (the “Commission”):

(a)	The Registrant’s Annual Report on Form 10-K for the year ended December 31, 2000 filed on March 29, 2001 with the Commission.
(b)	The Registrant’s Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2001, filed with the Commission on May 8, 2001, and the Registrant’s Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2001 filed with the Commission on August 13, 2001.
(c)	The Registrant’s Registration Statement on Form 8-A12G filed with the Commission on April 14, 2000, pursuant to Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), in which are described the terms, rights and provisions applicable to the Registrant’s outstanding Common Stock.

          All documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent to the filing of this Registration Statement and prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold shall be deemed to be incorporated by reference in this Registration Statement and to be part hereof from the date of filing of such documents. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any subsequently filed document which also is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

Item 4. Description of Securities.

     Not applicable.

Item 5. Interests of Named Experts and Counsel.

     None.

Item 6. Indemnification of Directors and Officers.

     The General Corporation Law of Delaware (the “DGCL”) permits indemnification of officers and directors of a corporation under certain conditions and subject to certain limitations. The DGCL also provides that a corporation has the power to maintain insurance on behalf of its officers and directors against any liability asserted against such person and incurred by him or her in such capacity, or arising out of his or her status as such, whether or not the corporation would have the power to indemnify him or her against such liability under the provisions of Section 145. In addition, the DGCL provides that expenses incurred by a director or executive officer in defending any civil, criminal, administrative or investigative action, suit or proceeding by reason of the fact that he or she is a director or officer of a corporation (or is serving at a corporation’s request as a director or officer of another corporation) may be paid by a corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such director or officer to repay such amount if it shall ultimately be determined that he or she is not entitled to be indemnified by the corporation as authorized by the relevant section of the DGCL.

     The Registrant’s Certificate of Incorporation provides that its directors shall not be personally liable to the Registrant and its stockholders for monetary damages for breach of their fiduciary duty as directors. The Registrant’s Certificate of Incorporation and Bylaws provide for mandatory indemnification of its directors and officers and permissible indemnification of employees and other agents to the maximum extent permitted by law.

II-1

The rights to indemnity continue as to a person who has ceased to be a director, officer, employee or agent and inure to the benefit of the heirs, executors and administrators of the person. This indemnification by the Registrant does not eliminate a director’s fiduciary duty, and in appropriate circumstances equitable remedies such as injunctive or other forms of non-monetary relief will remain available. In addition, each director of the Registrant will continue to be subject to liability for breach of such director’s duty of loyalty for acts or omission not in good faith or involving international misconduct, for knowing violations of law, for actions leading to improper personal benefit to the director, and for payment of dividends or approval of stock repurchases or redemptions that are unlawful under Section 174 of the DGCL. The provision also does not affect a director’s responsibilities under any other law, such as the federal securities laws or state or federal environmental laws.

     The Registrant has entered into indemnification agreements to such effect with its officers and directors containing provisions which are in some respects broader than the specific indemnification provisions contained in the DGCL. The indemnification agreements may require the Registrant, among other things, to indemnify such officers and directors against certain liabilities that may arise by reason of their status or service as directors or officers (other than liabilities arising from willful misconduct of a culpable nature) and to advance their expenses incurred as a result of any proceeding against them as to which they could be indemnified.

Item 7. Exemption From Registration Claimed.

     Not applicable.

Item 8. Exhibits.

Exhibit Number		Exhibit
4.	1(1)	Specimen Common Stock Certificate.
4.	2(1)	Second Amended and Restated Stockholders Rights Agreement, dated November 5, 1999, by and among the Registrant and certain stockholders of the Registrant.
4.	3(2)	Rights Agreement, dated as of May 3, 2001, between the Company and Equiserve Trust Company, N.A.
5.	1	Opinion of Brobeck, Phleger & Harrison LLP.
23.	1	Consent of Ernst & Young LLP, Independent Auditors.
23.	2	Consent of Brobeck, Phleger & Harrison LLP is contained in Exhibit 5.1.
24.	1	Power of Attorney. Reference is made to page II-4 of this Registration Statement.
99.	1	Illumina, Inc. 2000 Stock Plan (as Amended and Restated Effective March 20, 2001).
99.	2	Illumina, Inc. 2000 Employee Stock Purchase Plan (as Amended and Restated Effective March 20, 2001).

(1)	Incorporated by reference to the same numbered exhibit filed with our Registration Statement on Form S-1 (333-33922) filed April 3, 2000, as amended.
(2)	Incorporated by reference to the same numbered exhibit filed with our Registration Statement on Form 8-A (000-30361) filed May 14, 2001.

Item 9. Undertakings.

     (a)  The undersigned Registrant hereby undertakes:

1)	To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement to include any material information with respect to the plan of distribution not previously disclosed in this Registration Statement or any material change to such information in this Registration Statement;
2)	That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof; and

II-2

3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the Purchase Plan and the 2000 Option Plan.

     (b)  The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in this Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be an initial bona fide offering thereof.

     (c)  Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the indemnification provisions summarized in Item 6 or otherwise, the Registrant has been advised that, in the opinion of the Commission, such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer, or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

II-3

SIGNATURES

     Pursuant to the requirements of the Securities Act, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of San Diego, State of California on September 6, 2001.

ILLUMINA, INC.
By:	/s/ Jay T. Flatley
	Jay T. Flatley
	President and Chief Executive Officer

POWER OF ATTORNEY

          That the undersigned officers and directors of Illumina, Inc., a Delaware corporation, do hereby constitute and appoint Jay T. Flatley and John R. Steulpnagel, and each of them, the lawful attorneys-in-fact and agents with full power and authority to do any and all acts and things and to execute any and all instruments which said attorneys and agents, and any one of them, determine may be necessary or advisable or required to enable said corporation to comply with the Securities Act, and any rules or regulations or requirements of the Commission in connection with this Registration Statement. Without limiting the generality of the foregoing power and authority, the powers granted include the power and authority to sign the names of the undersigned officers and directors in the capacities indicated below to this Registration Statement, to any and all amendments, both pre-effective and post-effective, and supplements to this Registration Statement, and to any and all instruments or documents filed as part of or in conjunction with this Registration Statement or amendments or supplements thereof, and each of the undersigned hereby ratifies and confirms that all said attorneys and agents, or any one of them, shall do or cause to be done by virtue hereof. This Power of Attorney may be signed in several counterparts.

          IN WITNESS WHEREOF, each of the undersigned has executed this Power of Attorney as of the date indicated.

          Pursuant to the requirements of the Securities Act, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Jay T. Flatley Jay T. Flatley	President, Chief Executive Officer and Director (Principal Executive Officer)	September 6, 2001
/s/ Timothy M. Kish Timothy M. Kish	Chief Financial Officer (Principal Financial and Accounting Officer)	September 6, 2001

II-4

Signature	Title	Date
/s/ John R. Stuelpnagel, D.V.M. John R. Stuelpnagel, D.V.M.	Director	September 6, 2001
/s/ R. Scott Greer R. Scott Greer	Director	September 6, 2001
/s/ Robert T. Nelsen Robert T. Nelsen	Director	September 6, 2001
/s/ George Poste, DVM, Ph. D. George Poste, DVM, Ph. D.	Director	September 6, 2001
/s/ William Rastetter, Ph. D. William Rastetter, Ph. D.	Director	September 6, 2001
/s/ David R. Walt, Ph. D. David R. Walt, Ph. D.	Director	September 6, 2001

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

EXHIBITS

TO

FORM S-8

UNDER

SECURITIES ACT OF 1933

ILLUMINA, INC.

EXHIBIT INDEX

Exhibit Number		Exhibit
4.	1(1)	Specimen Common Stock Certificate.
4.	2(1)	Second Amended and Restated Stockholders Rights Agreement, dated November 5, 1999, by and among the Registrant and certain stockholders of the Registrant.
4.	3(2)	Rights Agreement, dated as of May 3, 2001, between the Company and Equiserve Trust Company, N.A.
5.	1	Opinion of Brobeck, Phleger & Harrison LLP.
23.	1	Consent of Ernst & Young LLP, Independent Auditors.
23.	2	Consent of Brobeck, Phleger & Harrison LLP is contained in Exhibit 5.1.
24.	1	Power of Attorney. Reference is made to page II-4 of this Registration Statement.
99.	1	Illumina, Inc. 2000 Stock Plan (as Amended and Restated Effective March 20, 2001).
99.	2	Illumina, Inc. 2000 Employee Stock Purchase Plan (as Amended and Restated Effective March 20, 2001).

(1)	Incorporated by reference to the same numbered exhibit filed with our Registration Statement on Form S-1 (333-33922) filed April 3, 2000, as amended.
(2)	Incorporated by reference to the same numbered exhibit filed with our Registration Statement on Form 8-A (000-30361) filed May 14, 2001.

EX-5.1 3 a75593orex5-1.txt EXHIBIT 5.1 1 EXHIBIT 5.1 OPINION OF BROBECK, PHLEGER & HARRISON LLP September 6, 2001 Illumina, Inc. 9390 Towne Centre Drive, Suite 200 San Diego, California 92121 Re: Registration Statement on Form S-8 for 2,458,946 Shares of Common Stock Ladies and Gentlemen: We have acted as counsel to Illumina, Inc., a Delaware corporation (the "Company"), in connection with the registration on Form S-8 (the "Registration Statement") under the Securities Act of 1933, as amended, of (i) an additional reserve of 1,500,000 shares of common stock (the "Shares") for issuance under the Company's 2000 Stock Plan, as amended to date (the "Option Plan"), and (ii) an additional reserve of 958,946 Shares authorized for issuance under the Company's 2000 Employee Stock Purchase Plan, as amended to date (the "Purchase Plan" and together with the Option Plan, the "Plans"). This opinion is being furnished in accordance with the requirements of Item 8 of Form S-8 and Item 601(b)(5)(i) of Regulation S-K. We have reviewed the Company's charter documents and the corporate proceedings taken by the Company in connection with the establishment of the Plans. Based on such review, we are of the opinion that, if, as and when the Shares have been issued and sold (and the consideration therefor received) in accordance with the Registration Statement and pursuant to either (i) the provisions of option agreements duly authorized under the Option Plan or (ii) duly authorized stock purchase rights granted and exercised under the Purchase Plan and in accordance with the Registration Statement, such Shares will be duly authorized, legally issued, fully paid and nonassessable. We consent to the filing of this opinion letter as Exhibit 5.1 to the Registration Statement. This opinion letter is rendered as of the date first written above and we disclaim any obligation to advise you of facts, circumstances, events or developments which hereafter may be brought to our attention and which may alter, affect or modify the opinion expressed herein. Our opinion is expressly limited to the matters set forth above and we render no opinion, whether by implication or otherwise, as to any other matters relating to the Company, the Plans or the Shares. Very truly yours, BROBECK, PHLEGER & HARRISON LLP EX-23.1 4 a75593orex23-1.txt EXHIBIT 23.1 1 EXHIBIT 23.1 CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS We consent to the incorporation by reference in the Registration Statement on Form S-8 pertaining to the 2000 Stock Plan and the 2000 Employee Stock Purchase Plan of Illumina, Inc. of our report dated January 19, 2001, with respect to the financial statements of Illumina, Inc. included in the Annual Report (Form 10-K) for the year ended December 31, 2000. ERNST & YOUNG LLP San Diego, California September 5, 2001 EX-99.1 5 a75593orex99-1.txt EXHIBIT 99.1 1 EXHIBIT 99.1 ILLUMINA, INC. 2000 STOCK PLAN AS AMENDED AND RESTATED EFFECTIVE MARCH 20, 2001 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 Service Providers, 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, the grant of Options and the issuance of Shares 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) "CODE" means the Internal Revenue Code of 1986, as amended. (e) "COMMITTEE" means a committee of Directors appointed by the Board in accordance with Section 4 hereof. (f) "COMMON STOCK" means the common stock of the Company. (g) "COMPANY" means Illumina, Inc., a Delaware corporation. (h) "CONSULTANT" means any natural person, including an advisor, engaged by the Company or a Parent or Subsidiary to render services to such entity. (i) "CORPORATE TRANSACTION" means a merger of the Company with or into another corporation or the sale of substantially all of the assets of the Company. (j) "DIRECTOR" means a member of the Board. 2 (k) "DISABILITY" means total and permanent disability as defined in Section 22(e)(3) of the Code. (l) "EFFECTIVE DATE" means the date on which the Securities and Exchange Commission ("SEC") declared the registration statement on Form S-1 filed with the SEC for the initial public offering of the Common Stock effective. (m) "EMPLOYEE" means any person, including Officers and Inside Directors, employed by the Company or any Parent or Subsidiary of the Company. An Employee shall not be deemed to cease Employee status by reason of (i) any leave of absence approved by the Company or (ii) transfers between locations of the Company or between the Company, its Parent, any Subsidiary, or any successor. For purposes of Incentive Stock Options, no such leave may exceed ninety days, unless reemployment upon expiration of such leave is guaranteed by statute or contract. If reemployment upon expiration of a leave of absence approved by the Company is not so guaranteed, then three (3) months following the 91st day of such leave any Incentive Stock Option held by the Optionee shall cease to be treated as an Incentive Stock Option and shall be treated for tax purposes as a Nonstatutory Stock Option. Neither service as Director nor payment of a director's fee by the Company shall be sufficient to constitute "employment" by the Company. (n) "EXCHANGE ACT" means the Securities Exchange Act of 1934, as amended. (o) "FAIR MARKET VALUE" means, as of any date, the value of a Share determined as follows: (i) If the Common Stock is listed on any established stock exchange or traded on a national market system, including without limitation the Nasdaq National Market or the Nasdaq SmallCap Market of The Nasdaq Stock Market, the Fair Market Value of a Share shall be the closing selling price for such stock (or the closing bid, if no sales were reported) as quoted on such exchange or system on the day of determination, as reported in The Wall Street Journal or such other source as the Administrator deems reliable; (ii) If the Common Stock is regularly quoted by a recognized securities dealer but selling prices are not reported, the Fair Market Value of a Share shall be the mean between the high bid and low asked prices for the Common Stock on the day of determination, as reported in The Wall Street Journal or such other source as the Administrator deems reliable; or (iii) In the absence of an established market for the Common Stock, the Fair Market Value shall be determined in good faith by the Administrator. (p) "INCENTIVE STOCK OPTION" means an Option intended to qualify as an incentive stock option within the meaning of Section 422 of the Code and the regulations promulgated thereunder. (q) "INSIDE DIRECTOR" means a Director who is an Employee. 2 3 (r) "NONSTATUTORY STOCK OPTION" means an Option not intended to qualify as an Incentive Stock Option. (s) "NOTICE OF GRANT" means a written or electronic notice evidencing certain terms and conditions of an individual Option grant. The Notice of Grant is part of the Option Agreement. (t) "OFFICER" means a person who is an executive officer of the Company within the meaning of Section 16 of the Exchange Act and the rules and regulations promulgated thereunder. (u) "OPTION" means a stock option granted pursuant to the Plan. (v) "OPTION AGREEMENT" means an agreement between the Company and an Optionee evidencing the terms and conditions of an individual Option grant. The Option Agreement is subject to the terms and conditions of the Plan. (w) "OPTIONED SHARES" means the Shares subject to an Option. (x) "OPTIONEE" means the holder of an outstanding Option granted under the Plan. (y) "OUTSIDE DIRECTOR" means a Director who is not an Employee. (z) "PARENT" means a "parent corporation," whether now or hereafter existing, as defined in Section 424(e) of the Code. (aa) "PLAN" means this 2000 Stock Plan. (bb) "PREDECESSOR PLAN" means the Illumina, Inc. 1998 Incentive Stock Plan. (cc) "RULE 16b-3" means Rule 16b-3 of the Exchange Act or any successor to Rule 16b-3, as in effect when discretion is being exercised with respect to the Plan. (dd) "SERVICE PROVIDER" means (i) an individual rendering services to the Company or any Parent or Subsidiary of the Company in the capacity of an Employee or Consultant or (ii) an individual serving as a Director. (ee) "SHARE" means a share of the Common Stock, as adjusted in accordance with Section 13 hereof. (ff) "SUBSIDIARY" means a "subsidiary corporation," whether now or hereafter existing, as defined in Section 424(f) of the Code. (gg) "WITHHOLDING TAXES" means the Federal, state and local income and employment withholding taxes to which the holder of an Option may be subject in connection with the exercise of that Option. 3 4 3. STOCK SUBJECT TO THE PLAN. (a) Subject to the provisions of Section 13 hereof, the maximum aggregate number of Shares that may be optioned and sold under the Plan is 8,149,460 shares. Such share reserve consists of (i) the 2,649,460 reserved but unissued Shares under the Predecessor Plan transferred to the Plan as of the Effective Date, (ii) an additional 4,000,000 Shares, and (iii) the 1,500,000 Share automatic increase for the fiscal year 2001. (b) An annual increase shall automatically occur on the first day of each fiscal year of the Company, beginning with fiscal year 2001, equal to the lesser of (i) 1,500,000 Shares or (ii) 5% of the outstanding Shares on the last day of the immediately preceding fiscal year. The Shares may be authorized, but unissued, or reacquired Shares, including Shares repurchased by the Company on the open market. (c) If an outstanding Option (including those granted under the Predecessor Plan) expires or terminates for any reason prior to exercise in full, the unpurchased Optioned Shares which were subject thereto shall become available for future grant or sale under the Plan (unless the Plan has terminated); provided, however, that Shares that have actually been issued under the Plan upon exercise of an Option shall not be returned to the Plan and shall not become available for future distribution under the Plan, except that if unvested Shares are repurchased by the Company at their original purchase price, such Shares shall become available for future grant under the Plan. Should the exercise price of an Option under the Plan be paid with Shares or should Shares otherwise issuable under the Plan be withheld by the Company in satisfaction of the Withholding Taxes incurred in connection with the exercise of an Option, then the number of Shares available for issuance under the Plan shall be reduced by the gross number of Shares for which the Option is exercised, and not by the net number of Shares issued to the holder of such Option. 4. ADMINISTRATION OF THE PLAN. (a) PROCEDURE. (i) MULTIPLE ADMINISTRATIVE BODIES. Different Committees with respect to different groups of Service Providers may administer the Plan. (ii) SECTION 162(m). To the extent that the Administrator determines it to be desirable to qualify Options granted hereunder as "performance-based compensation" within the meaning of Section 162(m) of the Code, the Plan shall be administered by a Committee of two or more "outside directors" within the meaning of Section 162(m) of the Code. (iii) RULE 16b-3. To the extent desirable to qualify transactions hereunder as exempt under Rule 16b-3, the transactions contemplated hereunder shall be structured to satisfy the requirements for exemption under Rule 16b-3. (iv) OTHER ADMINISTRATION. Other than as provided above, the Plan shall be administered by (A) the Board or (B) a Committee, which committee shall be constituted to satisfy Applicable Laws. 4 5 (b) POWERS OF THE ADMINISTRATOR. (i) Subject to the provisions of the Plan, and in the case of a Committee, subject to the specific duties delegated by the Board to such Committee, the Administrator shall have the authority, in its discretion: (A) to determine the Fair Market Value; (B) to select the Service Providers to whom Options may be granted hereunder; (C) to determine the number of Shares to be covered by each Option granted hereunder; (D) to approve forms of Option Agreements for use under the Plan; (E) to determine the terms and conditions, not inconsistent with the terms of the Plan, of any Option granted hereunder, which terms and conditions include, but are not limited to, the exercise price, the time or times when Options may be exercised (which may be based on performance criteria), any vesting acceleration or waiver of forfeiture restrictions, and any restriction or limitation regarding any Option or the Shares relating thereto, based in each case on such factors as the Administrator, in its sole discretion, shall determine; (F) to construe and interpret the terms of the Plan and awards granted pursuant to the Plan; (G) to prescribe, amend and rescind rules and regulations relating to the Plan, including rules and regulations relating to sub-plans established for the purpose of satisfying applicable foreign laws; (H) to modify or amend each Option (subject to Section 15(c) hereof), including the discretionary authority to extend the post-termination exercisability period of Options longer than is otherwise provided for in the Option Agreement; (I) to allow Optionees to satisfy Withholding Tax obligations by electing to have the Company withhold from the Shares to be issued upon exercise of an Option that number of Shares having a Fair Market Value equal to the minimum amount required to be withheld. The Fair Market Value of the Shares to be withheld shall be determined on the date that the amount of Withholding Tax is to be determined. All elections by an Optionee to have Shares withheld for this purpose shall be made in such form and under such conditions as the Administrator may deem necessary or advisable; (J) to authorize any person to execute on behalf of the Company any instrument required to effect the grant of an Option previously granted by the Administrator; 5 6 (K) to make all other determinations deemed necessary or advisable for administering the Plan. (ii) Notwithstanding the foregoing, the Option grant provisions of Section 11 hereof shall be self-executing, and no Administrator shall exercise any discretionary functions with respect to such Option grants. (c) EFFECT OF ADMINISTRATOR'S DECISION. The Administrator's decisions, determinations and interpretations shall be final and binding on all Optionees and any other holders of Options or Shares issued under the Plan. 5. ELIGIBILITY. Nonstatutory Stock Options may be granted to Service Providers. Incentive Stock Options may be granted only to Employees. 6. LIMITATIONS. (a) Each Option shall be designated in the Option Agreement as either an Incentive Stock Option or a Nonstatutory Stock Option. However, notwithstanding such designation, no installment under this Option shall qualify for favorable tax treatment as an Incentive Stock Option if (and to the extent) the aggregate Fair Market Value of the Shares (determined at the date of grant) for which such installment first becomes exercisable hereunder would, when added to the aggregate value (determined as of the respective date or dates of grant) of the Shares or other securities for which this Option or any other Incentive Stock Options granted to Optionee prior to the date of grant (whether under the Plan or any other option plan of the Company or any Parent or Subsidiary of the Company) first become exercisable during the same calendar year, exceed One Hundred Thousand Dollars ($100,000) in the aggregate. Should such One Hundred Thousand Dollar ($100,000) limitation be exceeded in any calendar year, the Option shall nevertheless become exercisable for the excess Optioned Shares in such calendar year as a Nonstatutory Stock Option. For purposes of this Section 6(a), Incentive Stock Options shall be taken into account in the order in which they were granted. (b) Neither the Plan nor any Option shall confer upon an Optionee any right with respect to continuing the Optionee's relationship as a Service Provider with the Company, nor shall they interfere in any way with the Optionee's right or the Company's right to terminate such relationship at any time, with or without cause. (c) The following limitations shall apply to grants of Options: (i) No Service Provider shall be granted, in any fiscal year of the Company, Options to purchase more than 500,000 Shares. (ii) However, in connection with his or her commencement of Service Provider status, an individual may be granted Options to purchase up to an additional 1,000,000 Shares, which shall not count against the limit set forth in subsection (i) above. 7. TERM OF PLAN. Subject to Section 19 hereof, the Plan shall become effective on the Effective Date. Unless the Plan is terminated earlier pursuant to Section 15(a) hereof, the Plan shall terminate upon the earliest to occur of (a) June 1, 2010, (b) the date on which all 6 7 Shares available for issuance under the Plan shall have been issued as fully vested Shares or (c) the termination of all outstanding Options in connection with a dissolution or liquidation pursuant to Section 13(b) hereof or a Corporate Transaction pursuant to Section 13(c) hereof. Should the Plan terminate on June 1, 2010, then all Options outstanding at that time shall continue to have force and effect in accordance with the provisions of the applicable Option Agreement. 8. TERM OF OPTION. The term of each Option shall be stated in the Option Agreement. In the case of an Incentive Stock Option, the term shall be ten (10) years from the date of grant or such shorter term as may be provided in the Option Agreement. Moreover, in the case of an Incentive Stock Option granted to an Optionee who, at the time the Incentive Stock Option is granted, owns stock representing more than ten percent (10%) of the total combined voting power of all classes of stock of the Company or any Parent or Subsidiary, the term of the Incentive Stock Option shall be five (5) years from the date of grant or such shorter term as may be provided in the Option Agreement. 9. OPTION EXERCISE PRICE AND CONSIDERATION. (a) EXERCISE PRICE. The per share exercise price for the Shares to be issued pursuant to exercise of an Option shall be determined by the Administrator, subject to the following: (i) In the case of an Incentive Stock Option (A) granted to an Employee who, at the time the Incentive Stock Option is granted, owns stock representing more than ten percent (10%) of the voting power of all classes of stock of the Company or any Parent or Subsidiary, the per Share exercise price shall be no less than 110% of the Fair Market Value per Share on the date of grant. (B) granted to any Employee other than an Employee described in paragraph (A) immediately above, the per Share exercise price shall be no less than 100% of the Fair Market Value per Share on the date of grant. (ii) In the case of a Nonstatutory Stock Option, the per Share exercise price shall be determined by the Administrator. In the case of a Nonstatutory Stock Option intended to qualify as "performance-based compensation" within the meaning of Section 162(m) of the Code, the per Share exercise price shall be no less than 100% of the Fair Market Value per Share on the date of grant. (iii) Notwithstanding the foregoing, Options may be granted with a per Share exercise price of less than 100% of the Fair Market Value per Share on the date of grant pursuant to a merger or other corporate transaction. (b) WAITING PERIOD AND EXERCISE DATES. At the time an Option is granted, the Administrator shall fix the period within which the Option may be exercised and shall determine any conditions that must be satisfied before the Option may be exercised. 7 8 (c) FORM OF CONSIDERATION. The Administrator shall determine the acceptable form of consideration for exercising an Option, including the method of payment. Such consideration may consist entirely of: (i) cash; (ii) promissory note; (iii) other Shares which, in the case of Shares acquired directly or indirectly from the Company, (A) have been owned by the Optionee for more than six (6) months on the date of surrender, and (B) have a Fair Market Value on the date of surrender equal to the aggregate exercise price of the Shares as to which said Option shall be exercised; (iv) consideration received through a special sale and remittance procedure pursuant to which the Optionee shall concurrently provide irrevocable instructions to (A) a Company-designated brokerage firm to effect the immediate sale of the purchased Shares and remit to the Company, out of the sale proceeds available on the settlement date, sufficient funds to cover the aggregate exercise price payable for the purchased Shares plus all Withholding Taxes required to be withheld by the Company by reason of such exercise and (B) the Company to deliver the certificates for the purchased Shares directly to such brokerage firm in order to complete the sale; (v) a reduction in the amount of any Company liability to the Optionee, including any liability attributable to the Optionee's participation in any Company-sponsored deferred compensation program or arrangement; (vi) any combination of the foregoing methods of payment; or (vii) such other consideration and method of payment for the issuance of Optioned Shares to the extent permitted by Applicable Laws. 10. EXERCISE OF OPTION. (a) PROCEDURE FOR EXERCISE; RIGHTS AS A STOCKHOLDER. (i) Any Option granted hereunder shall be exercisable according to the terms of the Plan and at such times and under such conditions as determined by the Administrator and set forth in the Option Agreement. Unless the Administrator provides otherwise, vesting of Options granted hereunder shall be suspended during any unpaid leave of absence. An Option may not be exercised for a fraction of a Share. (ii) An Option shall be deemed exercised when the Company receives: (A) written or electronic notice of exercise (in accordance with the Option Agreement) from the person entitled to exercise the Option, and (B) full payment for the Optioned Shares with respect to which the Option is exercised. Full payment may consist of any consideration and method of payment authorized by the Administrator and permitted by the Plan and shall be set forth in the Option Agreement. Shares issued upon exercise of an Option shall be issued in the name of the Optionee or, if requested by the Optionee, in the name of the Optionee and his or 8 9 her spouse. Until the Shares are issued (as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company), no right to vote or receive dividends or any other rights as a stockholder shall exist with respect to the Optioned Shares, notwithstanding the exercise of the Option. The Company shall issue (or cause to be issued) such Shares promptly after the Option is exercised. No adjustment will be made for a dividend or other right for which the record date is prior to the date the Shares are issued, except as provided in Section 13 hereof. (iii) Exercising an Option in any manner shall decrease the number of Optioned Shares thereafter available, both for purposes of the Plan and for sale under the Option, by the number of Shares as to which the Option is exercised. (b) TERMINATION OF RELATIONSHIP AS A SERVICE PROVIDER. If an Optionee ceases to be a Service Provider, other than upon the Optionee's death or Disability, such Optionee may exercise his or her Option for a period of three (3) months measured from the date of termination, or such longer period of time as specified in the Option Agreement, to the extent that the Option is vested on the date of termination (but in no event later than the expiration of the term of the Option as set forth in the Option Agreement). If, on the date of termination, the Optionee is not vested as to his or her entire Option, the Option shall immediately terminate as to all the unvested Optioned Shares covered by the unvested portion of the Option, and those Optioned Shares shall revert immediately to the Plan. To the extent the Optionee does not, within the post-termination time period specified in the Option Agreement, exercise the Option for the Optioned Shares in which Optionee is vested at the time of such termination of Service Provider status, the Option shall terminate with respect to those vested Optioned Shares at the end of such period, and those Optioned Shares shall revert to the Plan. (c) DISABILITY OF OPTIONEE. If an Optionee ceases to be a Service Provider as a result of the Optionee's Disability, the Optionee may exercise his or her Option within twelve (12) months of termination, or such longer period of time as specified in the Option Agreement, to the extent the Option is vested on the date of termination (but in no event later than the expiration of the term of such Option as set forth in the Option Agreement). If, on the date of termination, the Optionee is not vested as to his or her entire Option, the Option shall immediately terminate as to the Optioned Shares covered by the unvested portion of the Option, and those Optioned Shares shall revert immediately to the Plan. To the extent the Optionee does not, within the post-termination time period specified in the Option Agreement, exercise the Option for the Optioned Shares in which Optionee is vested at the time of such termination of Service Provider status, the Option shall terminate with respect to those vested Optioned Shares at the end of such period, and those Optioned Shares shall revert to the Plan. (d) DEATH OF OPTIONEE. If an Optionee dies while a Service Provider, the Option may be exercised within twelve (12) months following Optionee's death, or such longer period of time as specified in the Option Agreement, to the extent that the Option is vested on the date of death (but in no event later than the expiration of the term of such Option as set forth in the Option Agreement) by the Optionee's designated beneficiary, provided such beneficiary has been designated prior to Optionee's death in a form acceptable to the Administrator. If no such beneficiary has been designated by the Optionee, then such Option may be exercised by the personal representative of the Optionee's estate or by the person(s) to whom the Option is 9 10 transferred pursuant to the Optionee's will or in accordance with the laws of descent and distribution. If, at the time of death, the Optionee is not vested as to his or her entire Option, the Option shall immediately terminate as to the Optioned Shares covered by the unvested portion of the Option, and those Optioned Shares shall immediately revert to the Plan. To the extent the Option is not, within the post-termination time period specified in the Option Agreement, exercised for the Optioned Shares in which Optionee is vested at the time of such termination of Service Provider status, the Option shall terminate with respect to those vested Optioned Shares, and those Optioned Shares shall revert to the Plan. 11. FORMULA OPTION GRANTS TO OUTSIDE DIRECTORS. Outside Directors shall automatically be granted Options in accordance with the following provisions: (a) All Options granted pursuant to this Section shall be Nonstatutory Stock Options and, except as otherwise provided in this Section 11, shall be subject to the other terms and conditions of the Plan. (b) Each individual shall be automatically granted an Option to purchase 20,000 Shares (the "First Option") on the date such individual first attends a Board meeting as an Outside Director, whether through election by the stockholders of the Company or appointment by the Board to fill a vacancy; provided, however, that an Inside Director who ceases to be an Inside Director but who remains a Director shall not receive a First Option. (c) On each annual stockholder meeting following the Effective Date, each Outside Director who continues to serve in such capacity shall be automatically granted an Option to purchase 10,000 Shares (a "Subsequent Option"). (d) The terms of a First Option or a Subsequent Option granted pursuant to this Section shall be as follows: (i) The term of the Option shall be ten (10) years measured from the date of grant. (ii) The Option shall be exercisable only during the time that the Outside Director remains a Director and for the six (6) month period following the date of the Optionee's cessation of service as a Director, provided, however, that the Option cannot be exercised after the termination of the Option. (iii) The exercise price per Share shall be 100% of the Fair Market Value per Share on the date of grant of the Option. (iv) Subject to Section 13 hereof, the Option shall become exercisable as to 25% of the Optioned Shares on each anniversary of its date of grant, provided that the Optionee continues to serve as a Director on such dates. (v) If an Outside Director dies while holding any outstanding Option under this Section 11, then that Option may be exercised within six (6) months following his or her death, or such longer period of time as specified in the Option Agreement, to the extent that the Option is vested on the date of death (but in no event later than the expiration of the term 10 11 of such Option as set forth in the Option Agreement) by the Outside Director's designated beneficiary, provided such beneficiary has been designated prior to his or her death in a form acceptable to the Administrator. If no such beneficiary has been designated by the Outside Director, then such Option may be exercised by the personal representative of his or her estate or by the person(s) to whom the Option is transferred pursuant to his or her will or in accordance with the laws of descent and distribution. If, at the time of death, the Outside Director is not vested as to his or her entire Option, Option shall immediately terminate as to the Optioned Shares covered by the unvested portion of the Option, and those Optioned Shares shall immediately revert to the Plan. To the extent the Option is not, within the post-termination time period specified in the Option Agreement, exercised for the Optioned Shares in which the Outside Director is vested at the time of his or her cessation of Director status, the Option shall terminate with respect to those vested Optioned Shares, and those Optioned Shares shall revert to the Plan. 12. LIMITED TRANSFERABILITY OF OPTIONS. Unless determined otherwise by the Administrator, an Option may not be sold, pledged, assigned, hypothecated, transferred, or disposed of in any manner other than by will or by the laws of descent or distribution and may be exercised, during the lifetime of the Optionee, only by the Optionee. The Optionee may designate one or more persons as the beneficiary or beneficiaries of his or her outstanding Options, and those Options shall, in accordance with such designation, automatically be transferred to such beneficiary or beneficiaries upon the Optionee's death while holding those Options. Such beneficiary or beneficiaries shall take the transferred Options subject to all the terms and conditions of the applicable agreement evidencing each such transferred Option, including (without limitation) the limited time period during which the Option may be exercised following the Optionee's death. If the Administrator makes an Option transferable, such Option shall contain such additional terms and conditions as the Administrator deems appropriate. 13. ADJUSTMENTS UPON CHANGES IN CAPITALIZATION, DISSOLUTION, CORPORATE TRANSACTION. (a) CHANGES IN CAPITALIZATION. Subject to any required action by the stockholders of the Company, (i) the number of Shares which have been authorized for issuance under the Plan but as to which no Options have yet been granted or which have been returned to the Plan upon cancellation or expiration of an Option, (ii) the number of Shares that may be added annually to the Plan pursuant to Section 3(i) hereof, (iii) the number of Optioned Shares granted under First Options and Subsequent Options under Section 11 hereof, (iv) the maximum number of Optioned Shares that may be granted to any Service Provider within any fiscal year, (v) the maximum number of Optioned Shares that may be granted to any Service Provider in connection with his or her commencement of service and (vi) the number of Optioned Shares as well as the price per Share subject to each outstanding Option, shall be proportionately adjusted for any increase or decrease in the number of issued Shares resulting from a stock split, reverse stock split, stock dividend, combination or reclassification of the Common Stock, or any other increase or decrease in the number of issued Shares effected without receipt of consideration by the Company; provided, however, that conversion of any convertible securities of the Company shall not be deemed to have been "effected without receipt of consideration." Such adjustment shall be made by the Board, whose determination in that respect shall be final, binding and conclusive. Except as expressly provided herein, no issuance by the Company of shares of stock 11 12 of any class, or securities convertible into shares of stock of any class, shall affect, and no adjustment by reason thereof shall be made with respect to, the number or price of Optioned Shares. (b) DISSOLUTION OR LIQUIDATION. In the event of the proposed dissolution or liquidation of the Company, the Administrator shall notify each Optionee as soon as practicable prior to the effective date of such proposed transaction. The Administrator in its discretion may provide for an Optionee to have the right to exercise his or her Option until ten (10) days prior to such transaction as to all of the Optioned Shares covered thereby, including Shares as to which the Option would not otherwise be exercisable. In addition, the Administrator may provide that any Company repurchase option applicable to any unvested Shares purchased upon exercise of an Option shall lapse as to all such Shares, provided the proposed dissolution or liquidation takes place at the time and in the manner contemplated. To the extent it has not been previously exercised, an Option will terminate immediately prior to the consummation of such proposed action. (c) CORPORATE TRANSACTION. (i) In the event of a Corporate Transaction, each outstanding Option shall be assumed or an equivalent option substituted by the successor corporation or a Parent or Subsidiary of the successor corporation. In the event that the successor corporation refuses to assume or substitute for the Option, the Optionee shall fully vest in and have the right to exercise the Option as to all of the Optioned Shares, including Shares as to which it would not otherwise be vested or exercisable. If an Option becomes fully vested and exercisable in lieu of assumption or substitution in the event of Corporate Transaction, the Administrator shall notify the Optionee in writing or electronically that the Option shall be fully vested and exercisable for a period of fifteen (15) days from the date of such notice, and the Option shall terminate upon the expiration of such period. For the purposes of this paragraph, the Option shall be considered assumed if, following the Corporate Transaction, the Option confers the right to purchase or receive, for each Optioned Share immediately prior to the Corporate Transaction, the consideration (whether stock, cash, or other securities or property) received in the Corporate Transaction by holders of Common Stock for each Share held on the effective date of the Corporate Transaction (and if holders were offered a choice of consideration, the type of consideration chosen by the holders of a majority of the outstanding Shares); provided, however, that if such consideration received in the Corporate Transaction is not solely common stock of the successor corporation or its Parent, the Administrator may, with the consent of the successor corporation, provide for the consideration to be received upon the exercise of the Option, for each Optioned Share, to be solely common stock of the successor corporation or its Parent equal in fair market value to the per share consideration received by holders of Shares in the Corporate Transaction. (ii) All outstanding repurchase rights of the Company shall automatically terminate, and the unvested Shares subject to those terminated rights shall immediately vest in full, in the event of a Corporate Transaction, except to the extent: (i) those repurchase rights are to be assigned to the successor corporation (or Parent thereof) in connection with such Corporate Transaction or (ii) such accelerated vesting is precluded by other limitations imposed by the Administrator at the time the repurchase right is issued. 12 13 (iii) Each Option which is assumed pursuant to this Section 13(c) shall be appropriately adjusted, immediately after such Corporate Transaction, to apply to the number and class of securities which would have been issuable to the Optionee in consummation of such Corporate Transaction had the Option been exercised immediately prior to such Corporate Transaction. Appropriate adjustments to reflect such Corporate Transaction shall also be made to (A) the exercise price payable per share under each outstanding Option, provided the aggregate exercise price payable for such securities shall remain the same, (B) the maximum number and/or class of securities available for issuance over the remaining term of the Plan, (C) the maximum number and/or class of securities for which any one person may be granted Options under the Plan per year, (D) the maximum number and/or class of securities by which the share reserve is to increase automatically each year and (E) the number and/or class of securities subject to the Options granted under Section 11. 14. DATE OF GRANT. The date of grant of a First Option or Subsequent Option shall be the date on which it was automatically granted pursuant to Section 11 hereof. The date of grant of any other Option shall be, for all purposes, the date on which the Administrator grants such Option. Notice of the grant shall be provided to each Optionee within a reasonable time after the date of such grant. 15. AMENDMENT AND TERMINATION OF THE PLAN. (a) AMENDMENT AND TERMINATION. The Board may at any time amend, alter, suspend or terminate the Plan. (b) STOCKHOLDER APPROVAL. The Company shall obtain stockholder approval of any Plan amendment to the extent necessary and desirable to comply with Applicable Laws. (c) EFFECT OF AMENDMENT OR TERMINATION. No amendment, alteration, suspension or termination of the Plan shall impair the rights of any Optionee, unless mutually agreed otherwise between the Optionee and the Administrator, which agreement must be in writing and signed by the Optionee and the Company. Termination of the Plan shall not affect the Administrator's ability to exercise the powers granted to it hereunder with respect to Options granted under the Plan prior to the date of such termination. 16. CONDITIONS UPON ISSUANCE OF SHARES. (a) Options shall not be granted and Shares shall not be issued pursuant to the exercise of an Option unless the grant of the Option, the exercise of such Option and the issuance and delivery of such Shares shall comply with Applicable Laws and shall be further subject to the approval of counsel for the Company with respect to such compliance. (b) No Shares or other assets shall be issued or delivered under the Plan unless and until there shall have been compliance with all applicable requirements of Federal and state securities laws, including the filing and effectiveness of the Form S-8 registration statement for the Shares, and all applicable listing requirements of any stock exchange (or the Nasdaq National Market, if applicable) on which Common Stock is then listed for trading. 13 14 17. INABILITY TO OBTAIN AUTHORITY. The inability of the Company to obtain authority from any regulatory body having jurisdiction, which authority is deemed by the Company's counsel to be necessary to the lawful grant of Options and issuance and sale of any Shares hereunder shall relieve the Company of any liability in respect of the failure to grant such Options or issue or sell such Shares as to which such requisite authority shall not have been obtained. 18. RESERVATION OF SHARES. The Company, during the term of this Plan, will at all times reserve and keep available such number of Shares as shall be sufficient to satisfy the requirements of the Plan. 19. STOCKHOLDER APPROVAL. The Plan shall be subject to approval by the stockholders of the Company within twelve (12) months after the date the Plan is adopted. Such stockholder approval shall be obtained in the manner and to the degree required under Applicable Laws. 20. PREDECESSOR PLAN. The Plan shall serve as the successor to the Predecessor Plan, and no further Option grants or direct stock issuances shall be made under the Predecessor Plan after the Effective Date. All Options outstanding under the Predecessor Plan on the Effective Date shall be transferred to the Plan at that time and shall be treated as outstanding Options under the Plan. However, each outstanding Option so transferred shall continue to be governed solely by the terms of the documents evidencing such Option, and no provision of the Plan shall be deemed to affect or otherwise modify the rights or obligations of the holders of such transferred Options with respect to their acquisition of Shares. 14 EX-99.2 6 a75593orex99-2.txt EXHIBIT 99.2 1 EXHIBIT 99.2 ILLUMINA, INC. 2000 EMPLOYEE STOCK PURCHASE PLAN AS AMENDED AND RESTATED THROUGH MARCH 20, 2001 The following constitute the provisions of the 2000 Employee Stock Purchase Plan of Illumina, Inc. 1. PURPOSE. The purpose of the Plan is to provide employees of the Company and its Designated Subsidiaries with an opportunity to purchase Common Stock of the Company through accumulated payroll deductions. It is the intention of the Company to have the Plan qualify as an "Employee Stock Purchase Plan" under Section 423 of the Internal Revenue Code of 1986, as amended. The provisions of the Plan, accordingly, shall be construed so as to extend and limit participation in a manner consistent with the requirements of that section of the Code. 2. DEFINITIONS. (a) "BOARD" shall mean the Board of Directors of the Company or any committee thereof designated by the Board of Directors of the Company in accordance with Section 14 of the Plan. (b) "CODE" shall mean the Internal Revenue Code of 1986, as amended. (c) "COMMON STOCK" shall mean the common stock of the Company. (d) "COMPANY" shall mean Illumina, Inc., a Delaware corporation and any Designated Subsidiary of the Company. (e) "COMPENSATION" shall mean all base straight time gross earnings, but exclusive of commissions, payments for overtime, shift premium, incentive compensation, incentive payments, bonuses and other compensation. Such Compensation shall be calculated before deduction of (i) any income or employment tax withholdings or (ii) any contributions made by the participant to any Code Section 401(k) salary deferral plan or any Code Section 125 cafeteria benefit program now or hereafter established by the Company or any of its Subsidiaries. (f) "DESIGNATED SUBSIDIARY" shall mean any Subsidiary that has been designated by the Board from time to time in its sole discretion as eligible to participate in the Plan. (g) "EMPLOYEE" shall mean any individual who is an Employee of the Company for tax purposes and whose customary employment with the Company is at least twenty (20) hours per week for more than five (5) months in any calendar year. (h) "ENROLLMENT DATE" shall mean the first Trading Day of each Offering Period. (i) "EXERCISE DATE" shall mean the first Trading Day in February and August of each year. 2 (j) "FAIR MARKET VALUE" shall mean, as of any date, the value of Common Stock determined as follows: (i) If the Common Stock is listed on any established stock exchange or a national market system, including without limitation the Nasdaq National Market or The Nasdaq SmallCap Market of The Nasdaq Stock Market, its Fair Market Value shall be the closing selling price per share for such stock (or the closing bid, if no sales were reported) as quoted on such exchange or system on the date of determination, as reported in The Wall Street Journal or such other source as the Board deems reliable; (ii) If the Common Stock is regularly quoted by a recognized securities dealer but selling prices are not reported, its Fair Market Value shall be the mean of the closing bid and asked prices for the Common Stock on the date of determination, as reported in The Wall Street Journal or such other source as the Board deems reliable; (iii) In the absence of an established market for the Common Stock, the Fair Market Value thereof shall be determined in good faith by the Board; or (iv) For purposes of the Enrollment Date of the first Offering Period under the Plan, the Fair Market Value shall be the initial price per share at which the Common Stock was sold pursuant to the underwriting agreement for the Company's initial public offering of the Common Stock. (k) "OFFERING PERIODS" shall mean the periods of approximately twenty-four (24) months during which an option granted pursuant to the Plan may be exercised, commencing on the first Trading Day in February and August each year and terminating on the first Trading Day in February or August which is approximately twenty-four months later; provided, however, that the first Offering Period under the Plan shall commence with the first Trading Day on or after the date on which the Securities and Exchange Commission declares the registration statement on Form S-1 filed with the Securities and Exchange Commission for the initial public offering of the Common Stock (the "Registration Statement") effective and ending on the first Trading Day in August 2002. The duration and timing of Offering Periods may be changed pursuant to Section 4 of this Plan. (l) "PLAN" shall mean this 2000 Employee Stock Purchase Plan. (m) "PURCHASE PERIOD" shall mean the approximately six month period commencing on one Exercise Date and ending with the next Exercise Date, except that the first Purchase Period of any Offering Period shall commence on the Enrollment Date and end on February 1, 2001. (n) "PURCHASE PRICE" shall mean 85% of the Fair Market Value of a share of Common Stock on the Enrollment Date or on the Exercise Date, whichever is lower; provided, however, that the Purchase Price may be adjusted by the Board pursuant to Section 20. (o) "RESERVES" shall mean the number of shares of Common Stock covered by each option under the Plan which have not yet been exercised and the number of shares 2 3 of Common Stock which have been authorized for issuance under the Plan but not yet placed under option. (p) "SUBSIDIARY" shall mean a corporation, domestic or foreign, of which not less than 50% of the voting shares are held by the Company or a Subsidiary, whether or not such corporation now exists or is hereafter organized or acquired by the Company or a Subsidiary. (q) "TRADING DAY" shall mean a day on which national stock exchanges and the Nasdaq System are open for trading. 3. ELIGIBILITY. (a) Any Employee who shall be employed by the Company on a given Enrollment Date shall be eligible to participate in the Plan. (b) Any provisions of the Plan to the contrary notwithstanding, no Employee shall be granted an option under the Plan (i) to the extent that, immediately after the grant, such Employee (or any other person whose stock would be attributed to such Employee pursuant to Section 424(d) of the Code) would own capital stock of the Company and/or hold outstanding options to purchase such stock possessing five percent (5%) or more of the total combined voting power or value of all classes of the capital stock of the Company or of any Subsidiary, or (ii) to the extent that his or her rights to purchase stock under all employee stock purchase plans of the Company and its subsidiaries accrues at a rate which exceeds Twenty-Five Thousand Dollars ($25,000) worth of stock (determined at the fair market value of the shares at the time such option is granted) for each calendar year in which such option is outstanding at any time. 4. OFFERING PERIODS. The Plan shall be implemented by consecutive, overlapping Offering Periods with a new Offering Period commencing on the first Trading Day in February and August each year, or on such other date as the Board shall determine, and continuing thereafter until terminated in accordance with Section 20 hereof; provided, however that the first Offering Period under the Plan shall commence with the first Trading Day on or after the date on which the Securities and Exchange Commission declares the Registration Statement effective and ending on the first Trading Day in August 2002. The Board shall have the power to change the duration of Offering Periods (including the commencement dates thereof) with respect to future offerings without stockholder approval if such change is announced at least five (5) days prior to the scheduled beginning of the first Offering Period to be affected thereafter. 5. PARTICIPATION. (a) An eligible Employee may become a participant in the Plan by completing a subscription agreement authorizing payroll deductions in the form of Exhibit A to this Plan and filing it with the Company's payroll office prior to the applicable Enrollment Date. (b) Once an eligible Employee becomes a participant in the Plan, such individual shall remain a participant until he or she terminates such participation as provided in Section 10 hereof, the Plan terminates or the participant loses his or her status as an Employee. 3 4 (c) An eligible Employee may be enrolled in only one Offering Period at a time. 6. PAYROLL DEDUCTIONS. (a) At the time a participant files his or her subscription agreement, he or she shall elect to have payroll deductions made on each pay day during the Offering Period in an amount not exceeding fifteen percent (15%) of the Compensation which he or she receives on each pay day during the Offering Period; provided, however that should a pay day occur on an Exercise Date, a participant shall have the payroll deductions made on such day applied to his or her account under the new Offering Period or Purchase Period, as the case may be. (b) All payroll deductions made for a participant shall be credited to his or her account under the Plan and shall be withheld in whole percentages only. A participant may not make any additional payments into such account. (c) A participant may discontinue his or her participation in the Plan as provided in Section 10 hereof, or may increase or decrease the rate of his or her payroll deductions during the Offering Period by completing or filing with the Company a new subscription agreement authorizing a change in payroll deduction rate. The Company may, in its discretion, limit the nature and/or number of participation rate changes during any Offering Period, and may establish such other conditions or limitations as it deems appropriate for Plan administration. The change in rate shall be effective with the first full payroll period following five (5) business days after the Company's receipt of the new subscription agreement unless the Company elects to process a given change in participation more quickly. A participant's subscription agreement shall remain in effect for successive Offering Periods unless terminated as provided in Section 10 hereof. (d) If by reason of the limitations set forth in Sections 3(b), 7 and 13(a), any option of a Participant does not accrue for a particular Purchase Period, then the payroll deductions that the Participant made during that Purchase Period with respect to such option shall be promptly refunded. In addition, to the extent necessary to comply with Section 423(b)(8) of the Code and Section 3(b) hereof, a participant's payroll deductions may be decreased to one percent (1%) at any time during a Purchase Period. Payroll deductions shall recommence at the rate provided in such participant's subscription agreement at the beginning of the first Purchase Period which is scheduled to end in the following calendar year, unless terminated by the participant as provided in Section 10 hereof. (e) At the time the option is exercised, in whole or in part, or at the time some or all of the Company's Common Stock issued under the Plan is disposed of, the participant must make adequate provision for the Company's federal, state, or other tax withholding obligations, if any, which arise upon the exercise of the option or the disposition of the Common Stock. At any time, the Company may, but shall not be obligated to, withhold from the participant's compensation the amount necessary for the Company to meet applicable withholding obligations, including any withholding required to make available to the Company any tax deductions or benefits attributable to sale or early disposition of Common Stock by the Employee. 4 5 7. GRANT OF OPTION. On the Enrollment Date of each Offering Period, each eligible Employee participating in such Offering Period shall be granted an option to purchase on each Exercise Date during such Offering Period (at the applicable Purchase Price) up to a number of whole shares of the Company's Common Stock determined by dividing such Employee's payroll deductions accumulated prior to such Exercise Date and retained in the Participant's account as of the Exercise Date by the applicable Purchase Price; provided that in no event shall an Employee be permitted to purchase during each Purchase Period more than 25,000 shares of the Company's Common Stock (subject to any adjustment pursuant to Section 19), and provided further that such purchase shall be subject to the limitations set forth in Sections 3(b) and 13 hereof. The Board may, for future Offering Periods, increase or decrease, in its absolute discretion, the maximum number of shares of the Company's Common Stock an Employee may purchase during each Purchase Period of such Offering Period. Exercise of the option shall occur as provided in Section 8 hereof, unless the participant has withdrawn pursuant to Section 10 hereof. The option shall expire on the last day of the Offering Period. 8. EXERCISE OF OPTION. (a) Unless a participant withdraws from the Plan as provided in Section 10 hereof, his or her option for the purchase of shares shall be exercised automatically on the Exercise Date, and the maximum number of full shares subject to option shall be purchased for such participant at the applicable Purchase Price with the accumulated payroll deductions in his or her account. No fractional shares shall be purchased; any payroll deductions accumulated in a participant's account which are not sufficient to purchase a full share shall be retained in the participant's account for the subsequent Purchase Period or Offering Period, subject to earlier withdrawal by the participant as provided in Section 10 hereof. Any other monies left over in a participant's account after the Exercise Date shall be returned to the participant. During a participant's lifetime, a participant's option to purchase shares hereunder is exercisable only by him or her. (b) If the Board determines that, on a given Exercise Date, the number of shares with respect to which options are to be exercised may exceed (i) the number of shares of Common Stock that were available for sale under the Plan on the Enrollment Date of the applicable Offering Period, or (ii) the number of shares available for sale under the Plan on such Exercise Date, the Board may in its sole discretion (x) provide that the Company shall make a pro rata allocation of the shares of Common Stock available for purchase on such Enrollment Date or Exercise Date, as applicable, in as uniform a manner as shall be practicable and as it shall determine in its sole discretion to be equitable among all participants exercising options to purchase Common Stock on such Exercise Date, and continue all Offering Periods then in effect, or (y) provide that the Company shall make a pro rata allocation of the shares available for purchase on such Enrollment Date or Exercise Date, as applicable, in as uniform a manner as shall be practicable and as it shall determine in its sole discretion to be equitable among all participants exercising options to purchase Common Stock on such Exercise Date, and terminate any or all Offering Periods then in effect pursuant to Section 20 hereof. The Company may make pro rata allocation of the shares available on the Enrollment Date of any applicable Offering Period pursuant to the preceding sentence, notwithstanding any authorization of additional shares for issuance under the Plan by the Company's stockholders subsequent to such Enrollment Date. 5 6 9. DELIVERY. As promptly as practicable after each Exercise Date on which a purchase of shares occurs, the Company shall arrange the delivery to each participant, as appropriate, of a certificate representing the shares purchased upon exercise of his or her option. 10. WITHDRAWAL. (a) A participant may withdraw all but not less than all the payroll deductions credited to his or her account and not yet used to exercise his or her option under the Plan at any time by giving written notice to the Company in the form of Exhibit B to this Plan. All of the participant's payroll deductions credited to his or her account shall be paid to such participant promptly after receipt of notice of withdrawal and such participant's option for the Offering Period shall be automatically terminated, and no further payroll deductions for the purchase of shares shall be made for such Offering Period. If a participant withdraws from an Offering Period, payroll deductions shall not resume at the beginning of the succeeding Offering Period unless the participant delivers to the Company a new subscription agreement. (b) A participant's withdrawal from an Offering Period shall not have any effect upon his or her eligibility to participate in any similar plan which may hereafter be adopted by the Company or in succeeding Offering Periods which commence after the termination of the Offering Period from which the participant withdraws. 11. TERMINATION OF OPTION. (a) Upon a participant's ceasing to be an Employee, for any reason, he or she shall be deemed to have elected to withdraw from the Plan and the payroll deductions credited to such participant's account during the Offering Period but not yet used to exercise the option shall be returned to such participant or, in the case of his or her death, to the person or persons entitled thereto under Section 15 hereof, and such participant's option shall be automatically terminated. The preceding sentence notwithstanding, a participant who receives payment in lieu of notice of termination of employment shall be treated as continuing to be an Employee for the participant's customary number of hours per week of employment during the period in which the participant is subject to such payment in lieu of notice. (b) Should the participant cease to be an Employee by reason of an approved unpaid leave of absence, then the participant shall have the right, exercisable up until the last business day of the Purchase Period in which such leave commences, to (i) withdraw all the payroll deductions collected to date on his or her behalf for that Purchase Period or (ii) have such funds held for the purchase of shares on his or her behalf on the next scheduled Exercise Date. Upon the participant's return to active service (A) within ninety (90) days following the commencement of such leave or (B) prior to the expiration of any longer period for which such participant's right to reemployment with the Company is guaranteed by statute or contract, his or her payroll deductions under the Plan shall automatically resume at the rate in effect at the time the leave began, unless the participant withdraws from the Plan prior to his or her return. An individual who returns to active employment following a leave of absence that exceeds in duration the applicable (A) or (B) time period will be treated as a new Employee for purposes of subsequent participation in the Plan and must accordingly re-enroll in the Plan (by making a timely filing of the prescribed enrollment forms) on or before the next Enrollment Date. 6 7 12. INTEREST. No interest shall accrue on the payroll deductions of a participant in the Plan. 13. STOCK. (a) Subject to adjustment upon changes in capitalization of the Company as provided in Section 19 hereof, the maximum number of shares of the Company's Common Stock which shall be made available for sale under the Plan shall be 1,458,946 shares, which consists of the (i) 500,000 shares initially reserved under the Plan and (ii) the 958,946 share automatic increase for the fiscal year 2001. (b) The share reserve shall increase annually on the first day of the Company's fiscal year, beginning in 2001, by the number of shares equal to the lesser of (i) 1,500,000 shares or (ii) 3% of the outstanding shares of Common Stock on the last day of the immediately preceding fiscal year. (c) The participant shall have no interest or voting right in shares covered by his option until such option has been exercised. (d) Shares to be delivered to a participant under the Plan shall be registered in the name of the participant or in the name of the participant and his or her spouse. 14. ADMINISTRATION. The Plan shall be administered by the Board or a committee of members of the Board appointed by the Board. The Board or its committee shall have full and exclusive discretionary authority to construe, interpret and apply the terms of the Plan, to determine eligibility and to adjudicate all disputed claims filed under the Plan. Every finding, decision and determination made by the Board or its committee shall, to the full extent permitted by law, be final and binding upon all parties. 15. DESIGNATION OF BENEFICIARY. (a) A participant may file a written designation of a beneficiary who is to receive any shares and cash, if any, from the participant's account under the Plan in the event of such participant's death subsequent to an Exercise Date on which the option is exercised but prior to delivery to such participant of such shares and cash. In addition, a participant may file a written designation of a beneficiary who is to receive any cash from the participant's account under the Plan in the event of such participant's death prior to exercise of the option. If a participant is married and the designated beneficiary is not the spouse, spousal consent shall be required for such designation to be effective. (b) Such designation of beneficiary may be changed by the participant at any time by written notice. In the event of the death of a participant and in the absence of a beneficiary validly designated under the Plan who is living at the time of such participant's death, the Company shall deliver such shares and/or cash to the executor or administrator of the estate of the participant, or if no such executor or administrator has been appointed (to the knowledge of the Company), the Company, in its discretion, may deliver such shares and/or cash to the spouse or to any one or more dependents or relatives of the participant, or if no spouse, dependent or relative is known to the Company, then to such other person as the Company may designate. 7 8 16. TRANSFERABILITY. Neither payroll deductions credited to a participant's account nor any rights with regard to the exercise of an option or to receive shares under the Plan may be assigned, transferred, pledged or otherwise disposed of in any way (other than by will, the laws of descent and distribution or as provided in Section 15 hereof) by the participant. Any such attempt at assignment, transfer, pledge or other disposition shall be without effect, except that the Company may treat such act as an election to withdraw funds from an Offering Period in accordance with Section 10 hereof. 17. USE OF FUNDS. All payroll deductions received or held by the Company under the Plan may be used by the Company for any corporate purpose, and the Company shall not be obligated to segregate such payroll deductions. 18. REPORTS. Individual accounts shall be maintained for each participant in the Plan. Statements of account shall be given to participating Employees at least annually, which statements shall set forth the amounts of payroll deductions, the Purchase Price, the number of shares purchased and the remaining cash balance, if any. 19. ADJUSTMENTS UPON CHANGES IN CAPITALIZATION, DISSOLUTION, LIQUIDATION, MERGER OR ASSET SALE. (a) CHANGES IN CAPITALIZATION. Subject to any required action by the stockholders of the Company, the Reserves (including the number of shares automatically added annually to the Plan pursuant to Section 13(a)(i)), the maximum number of shares each participant may purchase each Purchase Period (pursuant to Section 7), as well as the price per share and the number of shares of Common Stock covered by each option under the Plan which has not yet been exercised shall be proportionately adjusted for any increase or decrease in the number of issued shares of Common Stock resulting from a stock split, reverse stock split, stock dividend, combination or reclassification of the Common Stock, or any other increase or decrease in the number of shares of Common Stock effected without receipt of consideration by the Company; provided, however that conversion of any convertible securities of the Company shall not be deemed to have been "effected without receipt of consideration." Such adjustment shall be made by the Board, whose determination in that respect shall be final, binding and conclusive. Except as expressly provided herein, no issuance by the Company of shares of stock of any class, or securities convertible into shares of stock of any class, shall affect, and no adjustment by reason thereof shall be made with respect to, the number or price of shares of Common Stock subject to an option. (b) DISSOLUTION OR LIQUIDATION. In the event of the proposed dissolution or liquidation of the Company, the Offering Period then in progress shall be shortened by setting a new Exercise Date (the "New Exercise Date"), and shall terminate immediately prior to the consummation of such proposed dissolution or liquidation, unless provided otherwise by the Board. The New Exercise Date shall be before the date of the Company's proposed dissolution or liquidation. The Board shall notify each participant in writing, at least ten (10) business days prior to the New Exercise Date, that the Exercise Date for the participant's option has been changed to the New Exercise Date and that the participant's option shall be exercised automatically on the New Exercise Date, unless prior to such date the participant has withdrawn from the Offering Period as provided in Section 10 hereof. 8 9 (c) MERGER OR ASSET SALE. In the event of a proposed sale of all or substantially all of the assets of the Company, or the merger of the Company with or into another corporation, each outstanding option shall be assumed or an equivalent option substituted by the successor corporation or a Parent or Subsidiary of the successor corporation. In the event that the successor corporation refuses to assume or substitute for the option, any Purchase Periods then in progress shall be shortened by setting a new Exercise Date (the "New Exercise Date") and any Offering Periods then in progress shall end on the New Exercise Date. The New Exercise Date shall be before the date of the Company's proposed sale or merger. The Board shall notify each participant in writing, at least ten (10) business days prior to the New Exercise Date, that the Exercise Date for the participant's option has been changed to the New Exercise Date and that the participant's option shall be exercised automatically on the New Exercise Date, unless prior to such date the participant has withdrawn from the Offering Period as provided in Section 10 hereof. 20. AMENDMENT OR TERMINATION. (a) The Board of Directors of the Company may at any time and for any reason terminate or amend the Plan. Except as provided in Section 19 hereof, no such termination can affect options previously granted, provided that an Offering Period may be terminated by the Board of Directors immediately following any Exercise Date if the Board determines that the termination of the Offering Period or the Plan is in the best interests of the Company and its stockholders. Except as provided in Section 19 and this Section 20 hereof, no amendment may make any change in any option theretofore granted which adversely affects the rights of any participant. To the extent necessary to comply with Section 423 of the Code (or any successor rule or provision or any other applicable law, regulation or stock exchange rule), the Company shall obtain stockholder approval in such a manner and to such a degree as required. (b) Without stockholder consent and without regard to whether any participant rights may be considered to have been "adversely affected," the Board (or its committee) shall be entitled to change the Offering Periods, limit the frequency and/or number of changes in the amount withheld during an Offering Period, establish the exchange ratio applicable to amounts withheld in a currency other than U.S. dollars, permit payroll withholding in excess of the amount designated by a participant in order to adjust for delays or mistakes in the Company's processing of properly completed withholding elections, establish reasonable waiting and adjustment periods and/or accounting and crediting procedures to ensure that amounts applied toward the purchase of Common Stock for each participant properly correspond with amounts withheld from the participant's Compensation, and establish such other limitations or procedures as the Board (or its committee) determines in its sole discretion advisable which are consistent with the Plan. (c) In the event the Board determines that the ongoing operation of the Plan may result in unfavorable financial accounting consequences, the Board may, in its discretion and, to the extent necessary or desirable, modify or amend the Plan to reduce or eliminate such accounting consequence including, but not limited to: (i) altering the Purchase Price for any Offering Period including an Offering Period underway at the time of the change in Purchase Price; 9 10 (ii) shortening any Offering Period so that Offering Period ends on a new Exercise Date, including an Offering Period underway at the time of the Board action; and (iii) allocating shares. Such modifications or amendments shall not require stockholder approval or the consent of any Plan participants. 21. NOTICES. All notices or other communications by a participant to the Company under or in connection with the Plan shall be deemed to have been duly given when received in the form specified by the Company at the location, or by the person, designated by the Company for the receipt thereof. 22. CONDITIONS UPON ISSUANCE OF SHARES. Shares shall not be issued with respect to an option unless the exercise of such option and the issuance and delivery of such shares pursuant thereto shall comply with all applicable provisions of law, domestic or foreign, including, without limitation, the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, the rules and regulations promulgated thereunder, and the requirements of any stock exchange upon which the shares may then be listed, and shall be further subject to the approval of counsel for the Company with respect to such compliance. As a condition to the exercise of an option, the Company may require the person exercising such option to represent and warrant at the time of any such exercise that the shares are being purchased only for investment and without any present intention to sell or distribute such shares if, in the opinion of counsel for the Company, such a representation is required by any of the aforementioned applicable provisions of law. 23. TERM OF PLAN. The Plan shall become effective on the effective date of the Registration Statement. Unless sooner terminated by the Board, the Plan shall terminate upon the earliest to occur of (a) the purchase of shares on the Exercise Date coincidental with the first Trading Day in August 2010, (ii) the date on which all shares available for issuance under the Plan shall have been sold pursuant to options exercised under the Plan or (iii) the date on which all options are exercised in connection with a dissolution or liquidation pursuant to Section 19(b) hereof or a merger or asset sale pursuant to Section 19(c) hereof. No further options shall be granted or exercised, and no further payroll deductions shall be collected, under the Plan following such termination. 24. AUTOMATIC TRANSFER TO LOW PRICE OFFERING PERIOD. To the extent permitted by any applicable laws, regulations, or stock exchange rules if the Fair Market Value of the Common Stock on any Exercise Date in an Offering Period is lower than the Fair Market Value of the Common Stock on the Enrollment Date for that Offering Period, then all participants in such Offering Period shall be automatically withdrawn from such Offering Period immediately after the exercise of their option on such Exercise Date and automatically enrolled in the new Offering Period beginning coincident with such Exercise Date. 25. AT WILL EMPLOYMENT. Nothing in the Plan shall confer upon the participant any right to continue in the employ of the Company or any Subsidiary for any period of specific 10 11 duration or interfere with or otherwise restrict in any way the rights of the Company (or any Subsidiary employing such person) or of the participant, which rights are hereby expressly reserved by each, to terminate such person's employment at any time for any reason, with or without cause. 11 12 EXHIBIT A ILLUMINA, INC. 2000 EMPLOYEE STOCK PURCHASE PLAN SUBSCRIPTION AGREEMENT Original Application Enrollment Date: - ----- ------------- Change in Payroll Deduction Rate - ----- Change of Beneficiary(ies) - ----- 1. ____________________ hereby elects to participate in the Illumina, Inc. 2000 Employee Stock Purchase Plan (the "Employee Stock Purchase Plan") and subscribes to purchase shares of the Company's Common Stock in accordance with this Subscription Agreement and the Employee Stock Purchase Plan. 2. I hereby authorize payroll deductions from each paycheck in the amount of ____% of my Compensation on each payday (from 1 to 15%) in accordance with the Employee Stock Purchase Plan. (Please note that no fractional percentages are permitted.) 3. I understand that said payroll deductions shall be accumulated for the purchase of shares of Common Stock at the applicable Purchase Price determined in accordance with the Employee Stock Purchase Plan. I understand that if I do not withdraw from an Offering Period and I do not lose eligibility to participate in the Employee Stock Purchase Plan, any accumulated payroll deductions will be used to automatically exercise my option. 4. I understand that the purchase of Common Stock on my behalf will be limited to: (a) $25,000 worth of Common Stock for each calendar year my option remains outstanding and (b) 25,000 shares of Common Stock per six (6)-month Purchase Period. I understand that there are other limitations to purchases contained in the Employee Stock Purchase Plan. 5. I have received a copy of the complete Employee Stock Purchase Plan. I understand that my participation in the Employee Stock Purchase Plan is in all respects subject to the terms of the Plan. 6. Shares purchased for me under the Employee Stock Purchase Plan should be issued in the name(s) of _______________________________ (Employee or Employee and Spouse only). 7. I understand that I may withdraw from the Employee Stock Purchase Plan at any time prior to the last business day of the Purchase Period and the Company will refund all my payroll deductions for that Purchase Period. However, I may not rejoin that 13 particular Offering Period at any later date. Upon the termination of my employment for any reason (including death or disability) or my loss of eligibility to participate in the Employee Stock Purchase Plan, my participation in the Employee Stock Purchase Plan will immediately cease, and all my payroll deductions for the Purchase Period in which my employment terminates or my loss of eligibility occurs will immediately be refunded. 8. I understand that if I take an unpaid leave of absence, my payroll deductions will immediately cease, and any payroll deductions for the Purchase Period in which my leave begins will, at my election, either be refunded or applied to the purchase of shares of Common Stock at the end of that Purchase Period. If my re-employment is guaranteed by either law or contract, or if I return to active service within ninety (90) days, then upon my return my payroll deductions will automatically resume at the rate in effect when my leave begins. 9. I understand that the Company has the right, exercisable in its sole discretion, to amend or terminate all outstanding options under the Employee Stock Purchase Plan at any time, with such amendment or termination to become effective immediately following the end of any Purchase Period. Upon any such termination, I will cease to have any further rights to purchase shares of Common Stock under this Subscription Agreement. 10. I understand that if I dispose of any shares received by me pursuant to the Plan within 2 years after the Enrollment Date (the first day of the Offering Period during which I purchased such shares) or one year after the Exercise Date for those shares, I will be treated for federal income tax purposes as having received ordinary income at the time of such disposition in an amount equal to the excess of the fair market value of the shares at the time such shares were purchased by me over the price which I paid for the shares. I hereby agree to notify the Company in writing within 30 days after the date of any disposition of my shares and I will make adequate provision for Federal, state or other tax withholding obligations, if any, which arise upon the disposition of the Common Stock. The Company may, but will not be obligated to, withhold from my compensation the amount necessary to meet any applicable withholding obligation including any withholding necessary to make available to the Company any tax deductions or benefits attributable to sale or early disposition of Common Stock by me. If I dispose of such shares at any time after the expiration of the 2-year and 1-year holding periods, I understand that I will be treated for federal income tax purposes as having received income only at the time of such disposition, and that such income will be taxed as ordinary income only to the extent of an amount equal to the lesser of (1) the excess of the fair market value of the shares at the time of such disposition over the purchase price which I paid for the shares, or (2) 15% of the fair market value of the shares on the first day of the Offering Period. The remainder of the gain, if any, recognized on such disposition will be taxed as capital gain. 11. I hereby agree to be bound by the terms of the Employee Stock Purchase Plan. The effectiveness of this Subscription Agreement is dependent upon my eligibility to participate in the Employee Stock Purchase Plan. 2 14 12. In the event of my death, I hereby designate the following as my beneficiary(ies) to receive all payments and shares due me under the Employee Stock Purchase Plan: Beneficiary(ies) Name: ------------------------------------------------ (Please print) (First) (Middle) (Last) Relationship: ------------------------------------ Address: ------------------------------------ ------------------------------------ Employee's Social Security Number: ------------------------------------ Employee's Address: ------------------------------------ ------------------------------------ ------------------------------------ I UNDERSTAND THAT THIS SUBSCRIPTION AGREEMENT SHALL REMAIN IN EFFECT THROUGHOUT SUCCESSIVE OFFERING PERIODS UNLESS TERMINATED BY ME. Dated: ------------------------- ------------------------------------ Signature of Employee ------------------------------------ Spouse's Signature (If beneficiary is other than spouse) 3 15 EXHIBIT B ILLUMINA, INC. 2000 EMPLOYEE STOCK PURCHASE PLAN NOTICE OF WITHDRAWAL The undersigned participant in the Offering Period of the Illumina, Inc. 2000 Employee Stock Purchase Plan which began on ____________, ______ (the "Enrollment Date") hereby notifies the Company that he or she hereby withdraws from participation in the Plan. He or she hereby directs the Company to pay to the undersigned as promptly as practicable all the payroll deductions credited to his or her account. The undersigned understands and agrees that his or her option for the current Offering Period will be automatically terminated. The undersigned understands further that no further payroll deductions will be made for the purchase of shares in the current Offering Period and the undersigned shall be eligible to participate in succeeding Offering Periods only by delivering to the Company a new Subscription Agreement. Name and Address of Participant: ------------------------------------ ------------------------------------ ------------------------------------ Signature: -------------------------- Date: ------------------------------- -----END PRIVACY-ENHANCED MESSAGE-----

EX-5.1

   1

                                                                     EXHIBIT 5.1

                   OPINION OF BROBECK, PHLEGER & HARRISON LLP

                                September 6, 2001

Illumina, Inc.
9390 Towne Centre Drive, Suite 200
San Diego, California  92121

        Re:     Registration Statement on Form S-8 for 2,458,946 Shares of
                Common Stock

Ladies and Gentlemen:

                We have acted as counsel to Illumina, Inc., a Delaware
corporation (the "Company"), in connection with the registration on Form S-8
(the "Registration Statement") under the Securities Act of 1933, as amended, of
(i) an additional reserve of 1,500,000 shares of common stock (the "Shares") for
issuance under the Company's 2000 Stock Plan, as amended to date (the "Option
Plan"), and (ii) an additional reserve of 958,946 Shares authorized for issuance
under the Company's 2000 Employee Stock Purchase Plan, as amended to date (the
"Purchase Plan" and together with the Option Plan, the "Plans").

                This opinion is being furnished in accordance with the
requirements of Item 8 of Form S-8 and Item 601(b)(5)(i) of Regulation S-K.

                We have reviewed the Company's charter documents and the
corporate proceedings taken by the Company in connection with the establishment
of the Plans. Based on such review, we are of the opinion that, if, as and when
the Shares have been issued and sold (and the consideration therefor received)
in accordance with the Registration Statement and pursuant to either (i) the
provisions of option agreements duly authorized under the Option Plan or (ii)
duly authorized stock purchase rights granted and exercised under the Purchase
Plan and in accordance with the Registration Statement, such Shares will be duly
authorized, legally issued, fully paid and nonassessable.

                We consent to the filing of this opinion letter as Exhibit 5.1
to the Registration Statement.

                This opinion letter is rendered as of the date first written
above and we disclaim any obligation to advise you of facts, circumstances,
events or developments which hereafter may be brought to our attention and which
may alter, affect or modify the opinion expressed herein. Our opinion is
expressly limited to the matters set forth above and we render no opinion,
whether by implication or otherwise, as to any other matters relating to the
Company, the Plans or the Shares.

                                            Very truly yours,
                                            BROBECK, PHLEGER & HARRISON LLP

EX-23.1

   1

                                                                    EXHIBIT 23.1


               CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS

We consent to the incorporation by reference in the Registration Statement on
Form S-8 pertaining to the 2000 Stock Plan and the 2000 Employee Stock Purchase
Plan of Illumina, Inc. of our report dated January 19, 2001, with respect to the
financial statements of Illumina, Inc. included in the Annual Report (Form 10-K)
for the year ended December 31, 2000.



                                   ERNST & YOUNG LLP

San Diego, California
September 5, 2001

EX-99.1

   1

                                                                    EXHIBIT 99.1

                                 ILLUMINA, INC.

                                 2000 STOCK PLAN

                AS AMENDED AND RESTATED EFFECTIVE MARCH 20, 2001


                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 Service
                                Providers, 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, the grant of Options and the issuance
of Shares 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) "CODE" means the Internal Revenue Code of 1986, as
amended.

                        (e) "COMMITTEE" means a committee of Directors appointed
by the Board in accordance with Section 4 hereof.

                        (f) "COMMON STOCK" means the common stock of the
Company.

                        (g) "COMPANY" means Illumina, Inc., a Delaware
corporation.

                        (h) "CONSULTANT" means any natural person, including an
advisor, engaged by the Company or a Parent or Subsidiary to render services to
such entity.

                        (i) "CORPORATE TRANSACTION" means a merger of the
Company with or into another corporation or the sale of substantially all of the
assets of the Company.

                        (j) "DIRECTOR" means a member of the Board.



   2

                        (k) "DISABILITY" means total and permanent disability as
defined in Section 22(e)(3) of the Code.

                        (l) "EFFECTIVE DATE" means the date on which the
Securities and Exchange Commission ("SEC") declared the registration statement
on Form S-1 filed with the SEC for the initial public offering of the Common
Stock effective.

                        (m) "EMPLOYEE" means any person, including Officers and
Inside Directors, employed by the Company or any Parent or Subsidiary of the
Company. An Employee shall not be deemed to cease Employee status by reason of
(i) any leave of absence approved by the Company or (ii) transfers between
locations of the Company or between the Company, its Parent, any Subsidiary, or
any successor. For purposes of Incentive Stock Options, no such leave may exceed
ninety days, unless reemployment upon expiration of such leave is guaranteed by
statute or contract. If reemployment upon expiration of a leave of absence
approved by the Company is not so guaranteed, then three (3) months following
the 91st day of such leave any Incentive Stock Option held by the Optionee shall
cease to be treated as an Incentive Stock Option and shall be treated for tax
purposes as a Nonstatutory Stock Option. Neither service as Director nor payment
of a director's fee by the Company shall be sufficient to constitute
"employment" by the Company.

                        (n) "EXCHANGE ACT" means the Securities Exchange Act of
1934, as amended.

                        (o) "FAIR MARKET VALUE" means, as of any date, the value
of a Share determined as follows:

                                (i) If the Common Stock is listed on any
established stock exchange or traded on a national market system, including
without limitation the Nasdaq National Market or the Nasdaq SmallCap Market of
The Nasdaq Stock Market, the Fair Market Value of a Share shall be the closing
selling price for such stock (or the closing bid, if no sales were reported) as
quoted on such exchange or system on the day of determination, as reported in
The Wall Street Journal or such other source as the Administrator deems
reliable;

                                (ii) If the Common Stock is regularly quoted by
a recognized securities dealer but selling prices are not reported, the Fair
Market Value of a Share shall be the mean between the high bid and low asked
prices for the Common Stock on the day of determination, as reported in The Wall
Street Journal or such other source as the Administrator deems reliable; or

                                (iii) In the absence of an established market
for the Common Stock, the Fair Market Value shall be determined in good faith by
the Administrator.

                        (p) "INCENTIVE STOCK OPTION" means an Option intended to
qualify as an incentive stock option within the meaning of Section 422 of the
Code and the regulations promulgated thereunder.

                        (q) "INSIDE DIRECTOR" means a Director who is an
Employee.



                                       2
   3

                        (r) "NONSTATUTORY STOCK OPTION" means an Option not
intended to qualify as an Incentive Stock Option.

                        (s) "NOTICE OF GRANT" means a written or electronic
notice evidencing certain terms and conditions of an individual Option grant.
The Notice of Grant is part of the Option Agreement.

                        (t) "OFFICER" means a person who is an executive officer
of the Company within the meaning of Section 16 of the Exchange Act and the
rules and regulations promulgated thereunder.

                        (u) "OPTION" means a stock option granted pursuant to
the Plan.

                        (v) "OPTION AGREEMENT" means an agreement between the
Company and an Optionee evidencing the terms and conditions of an individual
Option grant. The Option Agreement is subject to the terms and conditions of the
Plan.

                        (w) "OPTIONED SHARES" means the Shares subject to an
Option.

                        (x) "OPTIONEE" means the holder of an outstanding Option
granted under the Plan.

                        (y) "OUTSIDE DIRECTOR" means a Director who is not an
Employee.

                        (z) "PARENT" means a "parent corporation," whether now
or hereafter existing, as defined in Section 424(e) of the Code.

                        (aa) "PLAN" means this 2000 Stock Plan.

                        (bb) "PREDECESSOR PLAN" means the Illumina, Inc. 1998
Incentive Stock Plan.

                        (cc) "RULE 16b-3" means Rule 16b-3 of the Exchange Act
or any successor to Rule 16b-3, as in effect when discretion is being exercised
with respect to the Plan.

                        (dd) "SERVICE PROVIDER" means (i) an individual
rendering services to the Company or any Parent or Subsidiary of the Company in
the capacity of an Employee or Consultant or (ii) an individual serving as a
Director.

                        (ee) "SHARE" means a share of the Common Stock, as
adjusted in accordance with Section 13 hereof.

                        (ff) "SUBSIDIARY" means a "subsidiary corporation,"
whether now or hereafter existing, as defined in Section 424(f) of the Code.

                        (gg) "WITHHOLDING TAXES" means the Federal, state and
local income and employment withholding taxes to which the holder of an Option
may be subject in connection with the exercise of that Option.



                                       3
   4

                3. STOCK SUBJECT TO THE PLAN.

                        (a) Subject to the provisions of Section 13 hereof, the
maximum aggregate number of Shares that may be optioned and sold under the Plan
is 8,149,460 shares. Such share reserve consists of (i) the 2,649,460 reserved
but unissued Shares under the Predecessor Plan transferred to the Plan as of the
Effective Date, (ii) an additional 4,000,000 Shares, and (iii) the 1,500,000
Share automatic increase for the fiscal year 2001.

                        (b) An annual increase shall automatically occur on the
first day of each fiscal year of the Company, beginning with fiscal year 2001,
equal to the lesser of (i) 1,500,000 Shares or (ii) 5% of the outstanding Shares
on the last day of the immediately preceding fiscal year. The Shares may be
authorized, but unissued, or reacquired Shares, including Shares repurchased by
the Company on the open market.

                        (c) If an outstanding Option (including those granted
under the Predecessor Plan) expires or terminates for any reason prior to
exercise in full, the unpurchased Optioned Shares which were subject thereto
shall become available for future grant or sale under the Plan (unless the Plan
has terminated); provided, however, that Shares that have actually been issued
under the Plan upon exercise of an Option shall not be returned to the Plan and
shall not become available for future distribution under the Plan, except that
if unvested Shares are repurchased by the Company at their original purchase
price, such Shares shall become available for future grant under the Plan.
Should the exercise price of an Option under the Plan be paid with Shares or
should Shares otherwise issuable under the Plan be withheld by the Company in
satisfaction of the Withholding Taxes incurred in connection with the exercise
of an Option, then the number of Shares available for issuance under the Plan
shall be reduced by the gross number of Shares for which the Option is
exercised, and not by the net number of Shares issued to the holder of such
Option.

                4. ADMINISTRATION OF THE PLAN.

                        (a) PROCEDURE.

                                (i) MULTIPLE ADMINISTRATIVE BODIES. Different
Committees with respect to different groups of Service Providers may administer
the Plan.

                                (ii) SECTION 162(m). To the extent that the
Administrator determines it to be desirable to qualify Options granted hereunder
as "performance-based compensation" within the meaning of Section 162(m) of the
Code, the Plan shall be administered by a Committee of two or more "outside
directors" within the meaning of Section 162(m) of the Code.

                                (iii) RULE 16b-3. To the extent desirable to
qualify transactions hereunder as exempt under Rule 16b-3, the transactions
contemplated hereunder shall be structured to satisfy the requirements for
exemption under Rule 16b-3.

                                (iv) OTHER ADMINISTRATION. Other than as
provided above, the Plan shall be administered by (A) the Board or (B) a
Committee, which committee shall be constituted to satisfy Applicable Laws.



                                       4
   5

                        (b) POWERS OF THE ADMINISTRATOR.

                                (i) Subject to the provisions of the Plan, and
in the case of a Committee, subject to the specific duties delegated by the
Board to such Committee, the Administrator shall have the authority, in its
discretion:

                                        (A) to determine the Fair Market Value;

                                        (B) to select the Service Providers to
whom Options may be granted hereunder;

                                        (C) to determine the number of Shares to
be covered by each Option granted hereunder;

                                        (D) to approve forms of Option
Agreements for use under the Plan;

                                        (E) to determine the terms and
conditions, not inconsistent with the terms of the Plan, of any Option granted
hereunder, which terms and conditions include, but are not limited to, the
exercise price, the time or times when Options may be exercised (which may be
based on performance criteria), any vesting acceleration or waiver of forfeiture
restrictions, and any restriction or limitation regarding any Option or the
Shares relating thereto, based in each case on such factors as the
Administrator, in its sole discretion, shall determine;

                                        (F) to construe and interpret the terms
of the Plan and awards granted pursuant to the Plan;

                                        (G) to prescribe, amend and rescind
rules and regulations relating to the Plan, including rules and regulations
relating to sub-plans established for the purpose of satisfying applicable
foreign laws;

                                        (H) to modify or amend each Option
(subject to Section 15(c) hereof), including the discretionary authority to
extend the post-termination exercisability period of Options longer than is
otherwise provided for in the Option Agreement;

                                        (I) to allow Optionees to satisfy
Withholding Tax obligations by electing to have the Company withhold from the
Shares to be issued upon exercise of an Option that number of Shares having a
Fair Market Value equal to the minimum amount required to be withheld. The Fair
Market Value of the Shares to be withheld shall be determined on the date that
the amount of Withholding Tax is to be determined. All elections by an Optionee
to have Shares withheld for this purpose shall be made in such form and under
such conditions as the Administrator may deem necessary or advisable;

                                        (J) to authorize any person to execute
on behalf of the Company any instrument required to effect the grant of an
Option previously granted by the Administrator;



                                       5
   6

                                        (K) to make all other determinations
deemed necessary or advisable for administering the Plan.

                                (ii) Notwithstanding the foregoing, the Option
grant provisions of Section 11 hereof shall be self-executing, and no
Administrator shall exercise any discretionary functions with respect to such
Option grants.

                        (c) EFFECT OF ADMINISTRATOR'S DECISION. The
Administrator's decisions, determinations and interpretations shall be final and
binding on all Optionees and any other holders of Options or Shares issued under
the Plan.

                5. ELIGIBILITY. Nonstatutory Stock Options may be granted to
Service Providers. Incentive Stock Options may be granted only to Employees.

                6. LIMITATIONS.

                        (a) Each Option shall be designated in the Option
Agreement as either an Incentive Stock Option or a Nonstatutory Stock Option.
However, notwithstanding such designation, no installment under this Option
shall qualify for favorable tax treatment as an Incentive Stock Option if (and
to the extent) the aggregate Fair Market Value of the Shares (determined at the
date of grant) for which such installment first becomes exercisable hereunder
would, when added to the aggregate value (determined as of the respective date
or dates of grant) of the Shares or other securities for which this Option or
any other Incentive Stock Options granted to Optionee prior to the date of grant
(whether under the Plan or any other option plan of the Company or any Parent or
Subsidiary of the Company) first become exercisable during the same calendar
year, exceed One Hundred Thousand Dollars ($100,000) in the aggregate. Should
such One Hundred Thousand Dollar ($100,000) limitation be exceeded in any
calendar year, the Option shall nevertheless become exercisable for the excess
Optioned Shares in such calendar year as a Nonstatutory Stock Option. For
purposes of this Section 6(a), Incentive Stock Options shall be taken into
account in the order in which they were granted.

                        (b) Neither the Plan nor any Option shall confer upon an
Optionee any right with respect to continuing the Optionee's relationship as a
Service Provider with the Company, nor shall they interfere in any way with the
Optionee's right or the Company's right to terminate such relationship at any
time, with or without cause.

                        (c) The following limitations shall apply to grants of
Options:

                                (i) No Service Provider shall be granted, in any
fiscal year of the Company, Options to purchase more than 500,000 Shares.

                                (ii) However, in connection with his or her
commencement of Service Provider status, an individual may be granted Options to
purchase up to an additional 1,000,000 Shares, which shall not count against the
limit set forth in subsection (i) above.

        7. TERM OF PLAN. Subject to Section 19 hereof, the Plan shall become
effective on the Effective Date. Unless the Plan is terminated earlier pursuant
to Section 15(a) hereof, the Plan shall terminate upon the earliest to occur of
(a) June 1, 2010, (b) the date on which all



                                       6
   7

Shares available for issuance under the Plan shall have been issued as fully
vested Shares or (c) the termination of all outstanding Options in connection
with a dissolution or liquidation pursuant to Section 13(b) hereof or a
Corporate Transaction pursuant to Section 13(c) hereof. Should the Plan
terminate on June 1, 2010, then all Options outstanding at that time shall
continue to have force and effect in accordance with the provisions of the
applicable Option Agreement.

                8. TERM OF OPTION. The term of each Option shall be stated in
the Option Agreement. In the case of an Incentive Stock Option, the term shall
be ten (10) years from the date of grant or such shorter term as may be provided
in the Option Agreement. Moreover, in the case of an Incentive Stock Option
granted to an Optionee who, at the time the Incentive Stock Option is granted,
owns stock representing more than ten percent (10%) of the total combined voting
power of all classes of stock of the Company or any Parent or Subsidiary, the
term of the Incentive Stock Option shall be five (5) years from the date of
grant or such shorter term as may be provided in the Option Agreement.

                9. OPTION EXERCISE PRICE AND CONSIDERATION.

                        (a) EXERCISE PRICE. The per share exercise price for the
Shares to be issued pursuant to exercise of an Option shall be determined by the
Administrator, subject to the following:

                                (i) In the case of an Incentive Stock Option

                                        (A) granted to an Employee who, at the
time the Incentive Stock Option is granted, owns stock representing more than
ten percent (10%) of the voting power of all classes of stock of the Company or
any Parent or Subsidiary, the per Share exercise price shall be no less than
110% of the Fair Market Value per Share on the date of grant.

                                        (B) granted to any Employee other than
an Employee described in paragraph (A) immediately above, the per Share exercise
price shall be no less than 100% of the Fair Market Value per Share on the date
of grant.

                                (ii) In the case of a Nonstatutory Stock Option,
the per Share exercise price shall be determined by the Administrator. In the
case of a Nonstatutory Stock Option intended to qualify as "performance-based
compensation" within the meaning of Section 162(m) of the Code, the per Share
exercise price shall be no less than 100% of the Fair Market Value per Share on
the date of grant.

                                (iii) Notwithstanding the foregoing, Options may
be granted with a per Share exercise price of less than 100% of the Fair Market
Value per Share on the date of grant pursuant to a merger or other corporate
transaction.

                        (b) WAITING PERIOD AND EXERCISE DATES. At the time an
Option is granted, the Administrator shall fix the period within which the
Option may be exercised and shall determine any conditions that must be
satisfied before the Option may be exercised.



                                       7
   8

                        (c) FORM OF CONSIDERATION. The Administrator shall
determine the acceptable form of consideration for exercising an Option,
including the method of payment. Such consideration may consist entirely of:

                                (i) cash;

                                (ii) promissory note;

                                (iii) other Shares which, in the case of Shares
acquired directly or indirectly from the Company, (A) have been owned by the
Optionee for more than six (6) months on the date of surrender, and (B) have a
Fair Market Value on the date of surrender equal to the aggregate exercise price
of the Shares as to which said Option shall be exercised;

                                (iv) consideration received through a special
sale and remittance procedure pursuant to which the Optionee shall concurrently
provide irrevocable instructions to (A) a Company-designated brokerage firm to
effect the immediate sale of the purchased Shares and remit to the Company, out
of the sale proceeds available on the settlement date, sufficient funds to cover
the aggregate exercise price payable for the purchased Shares plus all
Withholding Taxes required to be withheld by the Company by reason of such
exercise and (B) the Company to deliver the certificates for the purchased
Shares directly to such brokerage firm in order to complete the sale;

                                (v) a reduction in the amount of any Company
liability to the Optionee, including any liability attributable to the
Optionee's participation in any Company-sponsored deferred compensation program
or arrangement;

                                (vi) any combination of the foregoing methods of
payment; or

                                (vii) such other consideration and method of
payment for the issuance of Optioned Shares to the extent permitted by
Applicable Laws.

                10. EXERCISE OF OPTION.

                        (a) PROCEDURE FOR EXERCISE; RIGHTS AS A STOCKHOLDER.

                                (i) Any Option granted hereunder shall be
exercisable according to the terms of the Plan and at such times and under such
conditions as determined by the Administrator and set forth in the Option
Agreement. Unless the Administrator provides otherwise, vesting of Options
granted hereunder shall be suspended during any unpaid leave of absence. An
Option may not be exercised for a fraction of a Share.

                                (ii) An Option shall be deemed exercised when
the Company receives: (A) written or electronic notice of exercise (in
accordance with the Option Agreement) from the person entitled to exercise the
Option, and (B) full payment for the Optioned Shares with respect to which the
Option is exercised. Full payment may consist of any consideration and method of
payment authorized by the Administrator and permitted by the Plan and shall be
set forth in the Option Agreement. Shares issued upon exercise of an Option
shall be issued in the name of the Optionee or, if requested by the Optionee, in
the name of the Optionee and his or



                                       8
   9

her spouse. Until the Shares are issued (as evidenced by the appropriate entry
on the books of the Company or of a duly authorized transfer agent of the
Company), no right to vote or receive dividends or any other rights as a
stockholder shall exist with respect to the Optioned Shares, notwithstanding the
exercise of the Option. The Company shall issue (or cause to be issued) such
Shares promptly after the Option is exercised. No adjustment will be made for a
dividend or other right for which the record date is prior to the date the
Shares are issued, except as provided in Section 13 hereof.

                                (iii) Exercising an Option in any manner shall
decrease the number of Optioned Shares thereafter available, both for purposes
of the Plan and for sale under the Option, by the number of Shares as to which
the Option is exercised.

                        (b) TERMINATION OF RELATIONSHIP AS A SERVICE PROVIDER.
If an Optionee ceases to be a Service Provider, other than upon the Optionee's
death or Disability, such Optionee may exercise his or her Option for a period
of three (3) months measured from the date of termination, or such longer period
of time as specified in the Option Agreement, to the extent that the Option is
vested on the date of termination (but in no event later than the expiration of
the term of the Option as set forth in the Option Agreement). If, on the date of
termination, the Optionee is not vested as to his or her entire Option, the
Option shall immediately terminate as to all the unvested Optioned Shares
covered by the unvested portion of the Option, and those Optioned Shares shall
revert immediately to the Plan. To the extent the Optionee does not, within the
post-termination time period specified in the Option Agreement, exercise the
Option for the Optioned Shares in which Optionee is vested at the time of such
termination of Service Provider status, the Option shall terminate with respect
to those vested Optioned Shares at the end of such period, and those Optioned
Shares shall revert to the Plan.

                        (c) DISABILITY OF OPTIONEE. If an Optionee ceases to be
a Service Provider as a result of the Optionee's Disability, the Optionee may
exercise his or her Option within twelve (12) months of termination, or such
longer period of time as specified in the Option Agreement, to the extent the
Option is vested on the date of termination (but in no event later than the
expiration of the term of such Option as set forth in the Option Agreement). If,
on the date of termination, the Optionee is not vested as to his or her entire
Option, the Option shall immediately terminate as to the Optioned Shares covered
by the unvested portion of the Option, and those Optioned Shares shall revert
immediately to the Plan. To the extent the Optionee does not, within the
post-termination time period specified in the Option Agreement, exercise the
Option for the Optioned Shares in which Optionee is vested at the time of such
termination of Service Provider status, the Option shall terminate with respect
to those vested Optioned Shares at the end of such period, and those Optioned
Shares shall revert to the Plan.

                        (d) DEATH OF OPTIONEE. If an Optionee dies while a
Service Provider, the Option may be exercised within twelve (12) months
following Optionee's death, or such longer period of time as specified in the
Option Agreement, to the extent that the Option is vested on the date of death
(but in no event later than the expiration of the term of such Option as set
forth in the Option Agreement) by the Optionee's designated beneficiary,
provided such beneficiary has been designated prior to Optionee's death in a
form acceptable to the Administrator. If no such beneficiary has been designated
by the Optionee, then such Option may be exercised by the personal
representative of the Optionee's estate or by the person(s) to whom the Option
is



                                       9
   10

transferred pursuant to the Optionee's will or in accordance with the laws of
descent and distribution. If, at the time of death, the Optionee is not vested
as to his or her entire Option, the Option shall immediately terminate as to the
Optioned Shares covered by the unvested portion of the Option, and those
Optioned Shares shall immediately revert to the Plan. To the extent the Option
is not, within the post-termination time period specified in the Option
Agreement, exercised for the Optioned Shares in which Optionee is vested at the
time of such termination of Service Provider status, the Option shall terminate
with respect to those vested Optioned Shares, and those Optioned Shares shall
revert to the Plan.

                11. FORMULA OPTION GRANTS TO OUTSIDE DIRECTORS. Outside
Directors shall automatically be granted Options in accordance with the
following provisions:

                        (a) All Options granted pursuant to this Section shall
be Nonstatutory Stock Options and, except as otherwise provided in this Section
11, shall be subject to the other terms and conditions of the Plan.

                        (b) Each individual shall be automatically granted an
Option to purchase 20,000 Shares (the "First Option") on the date such
individual first attends a Board meeting as an Outside Director, whether through
election by the stockholders of the Company or appointment by the Board to fill
a vacancy; provided, however, that an Inside Director who ceases to be an Inside
Director but who remains a Director shall not receive a First Option.

                        (c) On each annual stockholder meeting following the
Effective Date, each Outside Director who continues to serve in such capacity
shall be automatically granted an Option to purchase 10,000 Shares (a
"Subsequent Option").

                        (d) The terms of a First Option or a Subsequent Option
granted pursuant to this Section shall be as follows:

                                (i) The term of the Option shall be ten (10)
years measured from the date of grant.

                                (ii) The Option shall be exercisable only during
the time that the Outside Director remains a Director and for the six (6) month
period following the date of the Optionee's cessation of service as a Director,
provided, however, that the Option cannot be exercised after the termination of
the Option.

                                (iii) The exercise price per Share shall be 100%
of the Fair Market Value per Share on the date of grant of the Option.

                                (iv) Subject to Section 13 hereof, the Option
shall become exercisable as to 25% of the Optioned Shares on each anniversary of
its date of grant, provided that the Optionee continues to serve as a Director
on such dates.

                                (v) If an Outside Director dies while holding
any outstanding Option under this Section 11, then that Option may be exercised
within six (6) months following his or her death, or such longer period of time
as specified in the Option Agreement, to the extent that the Option is vested on
the date of death (but in no event later than the expiration of the term



                                       10
   11

of such Option as set forth in the Option Agreement) by the Outside Director's
designated beneficiary, provided such beneficiary has been designated prior to
his or her death in a form acceptable to the Administrator. If no such
beneficiary has been designated by the Outside Director, then such Option may be
exercised by the personal representative of his or her estate or by the
person(s) to whom the Option is transferred pursuant to his or her will or in
accordance with the laws of descent and distribution. If, at the time of death,
the Outside Director is not vested as to his or her entire Option, Option shall
immediately terminate as to the Optioned Shares covered by the unvested portion
of the Option, and those Optioned Shares shall immediately revert to the Plan.
To the extent the Option is not, within the post-termination time period
specified in the Option Agreement, exercised for the Optioned Shares in which
the Outside Director is vested at the time of his or her cessation of Director
status, the Option shall terminate with respect to those vested Optioned Shares,
and those Optioned Shares shall revert to the Plan.

                12. LIMITED TRANSFERABILITY OF OPTIONS. Unless determined
otherwise by the Administrator, an Option may not be sold, pledged, assigned,
hypothecated, transferred, or disposed of in any manner other than by will or by
the laws of descent or distribution and may be exercised, during the lifetime of
the Optionee, only by the Optionee. The Optionee may designate one or more
persons as the beneficiary or beneficiaries of his or her outstanding Options,
and those Options shall, in accordance with such designation, automatically be
transferred to such beneficiary or beneficiaries upon the Optionee's death while
holding those Options. Such beneficiary or beneficiaries shall take the
transferred Options subject to all the terms and conditions of the applicable
agreement evidencing each such transferred Option, including (without
limitation) the limited time period during which the Option may be exercised
following the Optionee's death. If the Administrator makes an Option
transferable, such Option shall contain such additional terms and conditions as
the Administrator deems appropriate.

                13. ADJUSTMENTS UPON CHANGES IN CAPITALIZATION, DISSOLUTION,
CORPORATE TRANSACTION.

                        (a) CHANGES IN CAPITALIZATION. Subject to any required
action by the stockholders of the Company, (i) the number of Shares which have
been authorized for issuance under the Plan but as to which no Options have yet
been granted or which have been returned to the Plan upon cancellation or
expiration of an Option, (ii) the number of Shares that may be added annually to
the Plan pursuant to Section 3(i) hereof, (iii) the number of Optioned Shares
granted under First Options and Subsequent Options under Section 11 hereof, (iv)
the maximum number of Optioned Shares that may be granted to any Service
Provider within any fiscal year, (v) the maximum number of Optioned Shares that
may be granted to any Service Provider in connection with his or her
commencement of service and (vi) the number of Optioned Shares as well as the
price per Share subject to each outstanding Option, shall be proportionately
adjusted for any increase or decrease in the number of issued Shares resulting
from a stock split, reverse stock split, stock dividend, combination or
reclassification of the Common Stock, or any other increase or decrease in the
number of issued Shares effected without receipt of consideration by the
Company; provided, however, that conversion of any convertible securities of the
Company shall not be deemed to have been "effected without receipt of
consideration." Such adjustment shall be made by the Board, whose determination
in that respect shall be final, binding and conclusive. Except as expressly
provided herein, no issuance by the Company of shares of stock



                                       11
   12

of any class, or securities convertible into shares of stock of any class, shall
affect, and no adjustment by reason thereof shall be made with respect to, the
number or price of Optioned Shares.

                        (b) DISSOLUTION OR LIQUIDATION. In the event of the
proposed dissolution or liquidation of the Company, the Administrator shall
notify each Optionee as soon as practicable prior to the effective date of such
proposed transaction. The Administrator in its discretion may provide for an
Optionee to have the right to exercise his or her Option until ten (10) days
prior to such transaction as to all of the Optioned Shares covered thereby,
including Shares as to which the Option would not otherwise be exercisable. In
addition, the Administrator may provide that any Company repurchase option
applicable to any unvested Shares purchased upon exercise of an Option shall
lapse as to all such Shares, provided the proposed dissolution or liquidation
takes place at the time and in the manner contemplated. To the extent it has not
been previously exercised, an Option will terminate immediately prior to the
consummation of such proposed action.

                        (c) CORPORATE TRANSACTION.

                                (i) In the event of a Corporate Transaction,
each outstanding Option shall be assumed or an equivalent option substituted by
the successor corporation or a Parent or Subsidiary of the successor
corporation. In the event that the successor corporation refuses to assume or
substitute for the Option, the Optionee shall fully vest in and have the right
to exercise the Option as to all of the Optioned Shares, including Shares as to
which it would not otherwise be vested or exercisable. If an Option becomes
fully vested and exercisable in lieu of assumption or substitution in the event
of Corporate Transaction, the Administrator shall notify the Optionee in writing
or electronically that the Option shall be fully vested and exercisable for a
period of fifteen (15) days from the date of such notice, and the Option shall
terminate upon the expiration of such period. For the purposes of this
paragraph, the Option shall be considered assumed if, following the Corporate
Transaction, the Option confers the right to purchase or receive, for each
Optioned Share immediately prior to the Corporate Transaction, the consideration
(whether stock, cash, or other securities or property) received in the Corporate
Transaction by holders of Common Stock for each Share held on the effective date
of the Corporate Transaction (and if holders were offered a choice of
consideration, the type of consideration chosen by the holders of a majority of
the outstanding Shares); provided, however, that if such consideration received
in the Corporate Transaction is not solely common stock of the successor
corporation or its Parent, the Administrator may, with the consent of the
successor corporation, provide for the consideration to be received upon the
exercise of the Option, for each Optioned Share, to be solely common stock of
the successor corporation or its Parent equal in fair market value to the per
share consideration received by holders of Shares in the Corporate Transaction.

                                (ii) All outstanding repurchase rights of the
Company shall automatically terminate, and the unvested Shares subject to those
terminated rights shall immediately vest in full, in the event of a Corporate
Transaction, except to the extent: (i) those repurchase rights are to be
assigned to the successor corporation (or Parent thereof) in connection with
such Corporate Transaction or (ii) such accelerated vesting is precluded by
other limitations imposed by the Administrator at the time the repurchase right
is issued.



                                       12
   13

                                (iii) Each Option which is assumed pursuant to
this Section 13(c) shall be appropriately adjusted, immediately after such
Corporate Transaction, to apply to the number and class of securities which
would have been issuable to the Optionee in consummation of such Corporate
Transaction had the Option been exercised immediately prior to such Corporate
Transaction. Appropriate adjustments to reflect such Corporate Transaction shall
also be made to (A) the exercise price payable per share under each outstanding
Option, provided the aggregate exercise price payable for such securities shall
remain the same, (B) the maximum number and/or class of securities available for
issuance over the remaining term of the Plan, (C) the maximum number and/or
class of securities for which any one person may be granted Options under the
Plan per year, (D) the maximum number and/or class of securities by which the
share reserve is to increase automatically each year and (E) the number and/or
class of securities subject to the Options granted under Section 11.

                14. DATE OF GRANT. The date of grant of a First Option or
Subsequent Option shall be the date on which it was automatically granted
pursuant to Section 11 hereof. The date of grant of any other Option shall be,
for all purposes, the date on which the Administrator grants such Option. Notice
of the grant shall be provided to each Optionee within a reasonable time after
the date of such grant.

                15. AMENDMENT AND TERMINATION OF THE PLAN.

                        (a) AMENDMENT AND TERMINATION. The Board may at any time
amend, alter, suspend or terminate the Plan.

                        (b) STOCKHOLDER APPROVAL. The Company shall obtain
stockholder approval of any Plan amendment to the extent necessary and desirable
to comply with Applicable Laws.

                        (c) EFFECT OF AMENDMENT OR TERMINATION. No amendment,
alteration, suspension or termination of the Plan shall impair the rights of any
Optionee, unless mutually agreed otherwise between the Optionee and the
Administrator, which agreement must be in writing and signed by the Optionee and
the Company. Termination of the Plan shall not affect the Administrator's
ability to exercise the powers granted to it hereunder with respect to Options
granted under the Plan prior to the date of such termination.

                16. CONDITIONS UPON ISSUANCE OF SHARES.

                        (a) Options shall not be granted and Shares shall not be
issued pursuant to the exercise of an Option unless the grant of the Option, the
exercise of such Option and the issuance and delivery of such Shares shall
comply with Applicable Laws and shall be further subject to the approval of
counsel for the Company with respect to such compliance.

                        (b) No Shares or other assets shall be issued or
delivered under the Plan unless and until there shall have been compliance with
all applicable requirements of Federal and state securities laws, including the
filing and effectiveness of the Form S-8 registration statement for the Shares,
and all applicable listing requirements of any stock exchange (or the Nasdaq
National Market, if applicable) on which Common Stock is then listed for
trading.



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                17. INABILITY TO OBTAIN AUTHORITY. The inability of the Company
to obtain authority from any regulatory body having jurisdiction, which
authority is deemed by the Company's counsel to be necessary to the lawful grant
of Options and issuance and sale of any Shares hereunder shall relieve the
Company of any liability in respect of the failure to grant such Options or
issue or sell such Shares as to which such requisite authority shall not have
been obtained.

                18. RESERVATION OF SHARES. The Company, during the term of this
Plan, will at all times reserve and keep available such number of Shares as
shall be sufficient to satisfy the requirements of the Plan.

                19. STOCKHOLDER APPROVAL. The Plan shall be subject to approval
by the stockholders of the Company within twelve (12) months after the date the
Plan is adopted. Such stockholder approval shall be obtained in the manner and
to the degree required under Applicable Laws.

                20. PREDECESSOR PLAN. The Plan shall serve as the successor to
the Predecessor Plan, and no further Option grants or direct stock issuances
shall be made under the Predecessor Plan after the Effective Date. All Options
outstanding under the Predecessor Plan on the Effective Date shall be
transferred to the Plan at that time and shall be treated as outstanding Options
under the Plan. However, each outstanding Option so transferred shall continue
to be governed solely by the terms of the documents evidencing such Option, and
no provision of the Plan shall be deemed to affect or otherwise modify the
rights or obligations of the holders of such transferred Options with respect to
their acquisition of Shares.



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EX-99.2

   1

                                                                    EXHIBIT 99.2

                                 ILLUMINA, INC.

                        2000 EMPLOYEE STOCK PURCHASE PLAN

                 AS AMENDED AND RESTATED THROUGH MARCH 20, 2001

The following constitute the provisions of the 2000 Employee Stock Purchase Plan
of Illumina, Inc.

                1. PURPOSE. The purpose of the Plan is to provide employees of
the Company and its Designated Subsidiaries with an opportunity to purchase
Common Stock of the Company through accumulated payroll deductions. It is the
intention of the Company to have the Plan qualify as an "Employee Stock Purchase
Plan" under Section 423 of the Internal Revenue Code of 1986, as amended. The
provisions of the Plan, accordingly, shall be construed so as to extend and
limit participation in a manner consistent with the requirements of that section
of the Code.

                2. DEFINITIONS.

                        (a) "BOARD" shall mean the Board of Directors of the
Company or any committee thereof designated by the Board of Directors of the
Company in accordance with Section 14 of the Plan.

                        (b) "CODE" shall mean the Internal Revenue Code of 1986,
as amended.

                        (c) "COMMON STOCK" shall mean the common stock of the
Company.

                        (d) "COMPANY" shall mean Illumina, Inc., a Delaware
corporation and any Designated Subsidiary of the Company.

                        (e) "COMPENSATION" shall mean all base straight time
gross earnings, but exclusive of commissions, payments for overtime, shift
premium, incentive compensation, incentive payments, bonuses and other
compensation. Such Compensation shall be calculated before deduction of (i) any
income or employment tax withholdings or (ii) any contributions made by the
participant to any Code Section 401(k) salary deferral plan or any Code Section
125 cafeteria benefit program now or hereafter established by the Company or any
of its Subsidiaries.

                        (f) "DESIGNATED SUBSIDIARY" shall mean any Subsidiary
that has been designated by the Board from time to time in its sole discretion
as eligible to participate in the Plan.

                        (g) "EMPLOYEE" shall mean any individual who is an
Employee of the Company for tax purposes and whose customary employment with the
Company is at least twenty (20) hours per week for more than five (5) months in
any calendar year.

                        (h) "ENROLLMENT DATE" shall mean the first Trading Day
of each Offering Period.

                        (i) "EXERCISE DATE" shall mean the first Trading Day in
February and August of each year.



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                        (j) "FAIR MARKET VALUE" shall mean, as of any date, the
value of Common Stock determined as follows:

                                (i) If the Common Stock is listed on any
established stock exchange or a national market system, including without
limitation the Nasdaq National Market or The Nasdaq SmallCap Market of The
Nasdaq Stock Market, its Fair Market Value shall be the closing selling price
per share for such stock (or the closing bid, if no sales were reported) as
quoted on such exchange or system on the date of determination, as reported in
The Wall Street Journal or such other source as the Board deems reliable;

                                (ii) If the Common Stock is regularly quoted by
a recognized securities dealer but selling prices are not reported, its Fair
Market Value shall be the mean of the closing bid and asked prices for the
Common Stock on the date of determination, as reported in The Wall Street
Journal or such other source as the Board deems reliable;

                                (iii) In the absence of an established market
for the Common Stock, the Fair Market Value thereof shall be determined in good
faith by the Board; or

                                (iv) For purposes of the Enrollment Date of the
first Offering Period under the Plan, the Fair Market Value shall be the initial
price per share at which the Common Stock was sold pursuant to the underwriting
agreement for the Company's initial public offering of the Common Stock.

                        (k) "OFFERING PERIODS" shall mean the periods of
approximately twenty-four (24) months during which an option granted pursuant to
the Plan may be exercised, commencing on the first Trading Day in February and
August each year and terminating on the first Trading Day in February or August
which is approximately twenty-four months later; provided, however, that the
first Offering Period under the Plan shall commence with the first Trading Day
on or after the date on which the Securities and Exchange Commission declares
the registration statement on Form S-1 filed with the Securities and Exchange
Commission for the initial public offering of the Common Stock (the
"Registration Statement") effective and ending on the first Trading Day in
August 2002. The duration and timing of Offering Periods may be changed pursuant
to Section 4 of this Plan.

                        (l) "PLAN" shall mean this 2000 Employee Stock Purchase
Plan.

                        (m) "PURCHASE PERIOD" shall mean the approximately six
month period commencing on one Exercise Date and ending with the next Exercise
Date, except that the first Purchase Period of any Offering Period shall
commence on the Enrollment Date and end on February 1, 2001.

                        (n) "PURCHASE PRICE" shall mean 85% of the Fair Market
Value of a share of Common Stock on the Enrollment Date or on the Exercise Date,
whichever is lower; provided, however, that the Purchase Price may be adjusted
by the Board pursuant to Section 20.

                        (o) "RESERVES" shall mean the number of shares of Common
Stock covered by each option under the Plan which have not yet been exercised
and the number of shares



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of Common Stock which have been authorized for issuance under the Plan but not
yet placed under option.

                        (p) "SUBSIDIARY" shall mean a corporation, domestic or
foreign, of which not less than 50% of the voting shares are held by the Company
or a Subsidiary, whether or not such corporation now exists or is hereafter
organized or acquired by the Company or a Subsidiary.

                        (q) "TRADING DAY" shall mean a day on which national
stock exchanges and the Nasdaq System are open for trading.

                3. ELIGIBILITY.

                        (a) Any Employee who shall be employed by the Company on
a given Enrollment Date shall be eligible to participate in the Plan.

                        (b) Any provisions of the Plan to the contrary
notwithstanding, no Employee shall be granted an option under the Plan (i) to
the extent that, immediately after the grant, such Employee (or any other person
whose stock would be attributed to such Employee pursuant to Section 424(d) of
the Code) would own capital stock of the Company and/or hold outstanding options
to purchase such stock possessing five percent (5%) or more of the total
combined voting power or value of all classes of the capital stock of the
Company or of any Subsidiary, or (ii) to the extent that his or her rights to
purchase stock under all employee stock purchase plans of the Company and its
subsidiaries accrues at a rate which exceeds Twenty-Five Thousand Dollars
($25,000) worth of stock (determined at the fair market value of the shares at
the time such option is granted) for each calendar year in which such option is
outstanding at any time.

                4. OFFERING PERIODS. The Plan shall be implemented by
consecutive, overlapping Offering Periods with a new Offering Period commencing
on the first Trading Day in February and August each year, or on such other date
as the Board shall determine, and continuing thereafter until terminated in
accordance with Section 20 hereof; provided, however that the first Offering
Period under the Plan shall commence with the first Trading Day on or after the
date on which the Securities and Exchange Commission declares the Registration
Statement effective and ending on the first Trading Day in August 2002. The
Board shall have the power to change the duration of Offering Periods (including
the commencement dates thereof) with respect to future offerings without
stockholder approval if such change is announced at least five (5) days prior to
the scheduled beginning of the first Offering Period to be affected thereafter.

                5. PARTICIPATION.

                        (a) An eligible Employee may become a participant in the
Plan by completing a subscription agreement authorizing payroll deductions in
the form of Exhibit A to this Plan and filing it with the Company's payroll
office prior to the applicable Enrollment Date.

                        (b) Once an eligible Employee becomes a participant in
the Plan, such individual shall remain a participant until he or she terminates
such participation as provided in Section 10 hereof, the Plan terminates or the
participant loses his or her status as an Employee.



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                        (c) An eligible Employee may be enrolled in only one
Offering Period at a time.

                6. PAYROLL DEDUCTIONS.

                        (a) At the time a participant files his or her
subscription agreement, he or she shall elect to have payroll deductions made on
each pay day during the Offering Period in an amount not exceeding fifteen
percent (15%) of the Compensation which he or she receives on each pay day
during the Offering Period; provided, however that should a pay day occur on an
Exercise Date, a participant shall have the payroll deductions made on such day
applied to his or her account under the new Offering Period or Purchase Period,
as the case may be.

                        (b) All payroll deductions made for a participant shall
be credited to his or her account under the Plan and shall be withheld in whole
percentages only. A participant may not make any additional payments into such
account.

                        (c) A participant may discontinue his or her
participation in the Plan as provided in Section 10 hereof, or may increase or
decrease the rate of his or her payroll deductions during the Offering Period by
completing or filing with the Company a new subscription agreement authorizing a
change in payroll deduction rate. The Company may, in its discretion, limit the
nature and/or number of participation rate changes during any Offering Period,
and may establish such other conditions or limitations as it deems appropriate
for Plan administration. The change in rate shall be effective with the first
full payroll period following five (5) business days after the Company's receipt
of the new subscription agreement unless the Company elects to process a given
change in participation more quickly. A participant's subscription agreement
shall remain in effect for successive Offering Periods unless terminated as
provided in Section 10 hereof.

                        (d) If by reason of the limitations set forth in
Sections 3(b), 7 and 13(a), any option of a Participant does not accrue for a
particular Purchase Period, then the payroll deductions that the Participant
made during that Purchase Period with respect to such option shall be promptly
refunded. In addition, to the extent necessary to comply with Section 423(b)(8)
of the Code and Section 3(b) hereof, a participant's payroll deductions may be
decreased to one percent (1%) at any time during a Purchase Period. Payroll
deductions shall recommence at the rate provided in such participant's
subscription agreement at the beginning of the first Purchase Period which is
scheduled to end in the following calendar year, unless terminated by the
participant as provided in Section 10 hereof.

                        (e) At the time the option is exercised, in whole or in
part, or at the time some or all of the Company's Common Stock issued under the
Plan is disposed of, the participant must make adequate provision for the
Company's federal, state, or other tax withholding obligations, if any, which
arise upon the exercise of the option or the disposition of the Common Stock. At
any time, the Company may, but shall not be obligated to, withhold from the
participant's compensation the amount necessary for the Company to meet
applicable withholding obligations, including any withholding required to make
available to the Company any tax deductions or benefits attributable to sale or
early disposition of Common Stock by the Employee.



                                       4
   5

                7. GRANT OF OPTION. On the Enrollment Date of each Offering
Period, each eligible Employee participating in such Offering Period shall be
granted an option to purchase on each Exercise Date during such Offering Period
(at the applicable Purchase Price) up to a number of whole shares of the
Company's Common Stock determined by dividing such Employee's payroll deductions
accumulated prior to such Exercise Date and retained in the Participant's
account as of the Exercise Date by the applicable Purchase Price; provided that
in no event shall an Employee be permitted to purchase during each Purchase
Period more than 25,000 shares of the Company's Common Stock (subject to any
adjustment pursuant to Section 19), and provided further that such purchase
shall be subject to the limitations set forth in Sections 3(b) and 13 hereof.
The Board may, for future Offering Periods, increase or decrease, in its
absolute discretion, the maximum number of shares of the Company's Common Stock
an Employee may purchase during each Purchase Period of such Offering Period.
Exercise of the option shall occur as provided in Section 8 hereof, unless the
participant has withdrawn pursuant to Section 10 hereof. The option shall expire
on the last day of the Offering Period.

                8. EXERCISE OF OPTION.

                        (a) Unless a participant withdraws from the Plan as
provided in Section 10 hereof, his or her option for the purchase of shares
shall be exercised automatically on the Exercise Date, and the maximum number of
full shares subject to option shall be purchased for such participant at the
applicable Purchase Price with the accumulated payroll deductions in his or her
account. No fractional shares shall be purchased; any payroll deductions
accumulated in a participant's account which are not sufficient to purchase a
full share shall be retained in the participant's account for the subsequent
Purchase Period or Offering Period, subject to earlier withdrawal by the
participant as provided in Section 10 hereof. Any other monies left over in a
participant's account after the Exercise Date shall be returned to the
participant. During a participant's lifetime, a participant's option to purchase
shares hereunder is exercisable only by him or her.

                        (b) If the Board determines that, on a given Exercise
Date, the number of shares with respect to which options are to be exercised may
exceed (i) the number of shares of Common Stock that were available for sale
under the Plan on the Enrollment Date of the applicable Offering Period, or (ii)
the number of shares available for sale under the Plan on such Exercise Date,
the Board may in its sole discretion (x) provide that the Company shall make a
pro rata allocation of the shares of Common Stock available for purchase on such
Enrollment Date or Exercise Date, as applicable, in as uniform a manner as shall
be practicable and as it shall determine in its sole discretion to be equitable
among all participants exercising options to purchase Common Stock on such
Exercise Date, and continue all Offering Periods then in effect, or (y) provide
that the Company shall make a pro rata allocation of the shares available for
purchase on such Enrollment Date or Exercise Date, as applicable, in as uniform
a manner as shall be practicable and as it shall determine in its sole
discretion to be equitable among all participants exercising options to purchase
Common Stock on such Exercise Date, and terminate any or all Offering Periods
then in effect pursuant to Section 20 hereof. The Company may make pro rata
allocation of the shares available on the Enrollment Date of any applicable
Offering Period pursuant to the preceding sentence, notwithstanding any
authorization of additional shares for issuance under the Plan by the Company's
stockholders subsequent to such Enrollment Date.



                                       5
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                9. DELIVERY. As promptly as practicable after each Exercise Date
on which a purchase of shares occurs, the Company shall arrange the delivery to
each participant, as appropriate, of a certificate representing the shares
purchased upon exercise of his or her option.

                10. WITHDRAWAL.

                        (a) A participant may withdraw all but not less than all
the payroll deductions credited to his or her account and not yet used to
exercise his or her option under the Plan at any time by giving written notice
to the Company in the form of Exhibit B to this Plan. All of the participant's
payroll deductions credited to his or her account shall be paid to such
participant promptly after receipt of notice of withdrawal and such
participant's option for the Offering Period shall be automatically terminated,
and no further payroll deductions for the purchase of shares shall be made for
such Offering Period. If a participant withdraws from an Offering Period,
payroll deductions shall not resume at the beginning of the succeeding Offering
Period unless the participant delivers to the Company a new subscription
agreement.

                        (b) A participant's withdrawal from an Offering Period
shall not have any effect upon his or her eligibility to participate in any
similar plan which may hereafter be adopted by the Company or in succeeding
Offering Periods which commence after the termination of the Offering Period
from which the participant withdraws.

                11. TERMINATION OF OPTION.

                        (a) Upon a participant's ceasing to be an Employee, for
any reason, he or she shall be deemed to have elected to withdraw from the Plan
and the payroll deductions credited to such participant's account during the
Offering Period but not yet used to exercise the option shall be returned to
such participant or, in the case of his or her death, to the person or persons
entitled thereto under Section 15 hereof, and such participant's option shall be
automatically terminated. The preceding sentence notwithstanding, a participant
who receives payment in lieu of notice of termination of employment shall be
treated as continuing to be an Employee for the participant's customary number
of hours per week of employment during the period in which the participant is
subject to such payment in lieu of notice.

                        (b) Should the participant cease to be an Employee by
reason of an approved unpaid leave of absence, then the participant shall have
the right, exercisable up until the last business day of the Purchase Period in
which such leave commences, to (i) withdraw all the payroll deductions collected
to date on his or her behalf for that Purchase Period or (ii) have such funds
held for the purchase of shares on his or her behalf on the next scheduled
Exercise Date. Upon the participant's return to active service (A) within ninety
(90) days following the commencement of such leave or (B) prior to the
expiration of any longer period for which such participant's right to
reemployment with the Company is guaranteed by statute or contract, his or her
payroll deductions under the Plan shall automatically resume at the rate in
effect at the time the leave began, unless the participant withdraws from the
Plan prior to his or her return. An individual who returns to active employment
following a leave of absence that exceeds in duration the applicable (A) or (B)
time period will be treated as a new Employee for purposes of subsequent
participation in the Plan and must accordingly re-enroll in the Plan (by making
a timely filing of the prescribed enrollment forms) on or before the next
Enrollment Date.



                                       6
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                12. INTEREST. No interest shall accrue on the payroll deductions
of a participant in the Plan.

                13. STOCK.

                        (a) Subject to adjustment upon changes in capitalization
of the Company as provided in Section 19 hereof, the maximum number of shares of
the Company's Common Stock which shall be made available for sale under the Plan
shall be 1,458,946 shares, which consists of the (i) 500,000 shares initially
reserved under the Plan and (ii) the 958,946 share automatic increase for the
fiscal year 2001.

                        (b) The share reserve shall increase annually on the
first day of the Company's fiscal year, beginning in 2001, by the number of
shares equal to the lesser of (i) 1,500,000 shares or (ii) 3% of the outstanding
shares of Common Stock on the last day of the immediately preceding fiscal year.

                        (c) The participant shall have no interest or voting
right in shares covered by his option until such option has been exercised.

                        (d) Shares to be delivered to a participant under the
Plan shall be registered in the name of the participant or in the name of the
participant and his or her spouse.

                14. ADMINISTRATION. The Plan shall be administered by the Board
or a committee of members of the Board appointed by the Board. The Board or its
committee shall have full and exclusive discretionary authority to construe,
interpret and apply the terms of the Plan, to determine eligibility and to
adjudicate all disputed claims filed under the Plan. Every finding, decision and
determination made by the Board or its committee shall, to the full extent
permitted by law, be final and binding upon all parties.

                15. DESIGNATION OF BENEFICIARY.

                        (a) A participant may file a written designation of a
beneficiary who is to receive any shares and cash, if any, from the
participant's account under the Plan in the event of such participant's death
subsequent to an Exercise Date on which the option is exercised but prior to
delivery to such participant of such shares and cash. In addition, a participant
may file a written designation of a beneficiary who is to receive any cash from
the participant's account under the Plan in the event of such participant's
death prior to exercise of the option. If a participant is married and the
designated beneficiary is not the spouse, spousal consent shall be required for
such designation to be effective.

                        (b) Such designation of beneficiary may be changed by
the participant at any time by written notice. In the event of the death of a
participant and in the absence of a beneficiary validly designated under the
Plan who is living at the time of such participant's death, the Company shall
deliver such shares and/or cash to the executor or administrator of the estate
of the participant, or if no such executor or administrator has been appointed
(to the knowledge of the Company), the Company, in its discretion, may deliver
such shares and/or cash to the spouse or to any one or more dependents or
relatives of the participant, or if no spouse, dependent or relative is known to
the Company, then to such other person as the Company may designate.



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                16. TRANSFERABILITY. Neither payroll deductions credited to a
participant's account nor any rights with regard to the exercise of an option or
to receive shares under the Plan may be assigned, transferred, pledged or
otherwise disposed of in any way (other than by will, the laws of descent and
distribution or as provided in Section 15 hereof) by the participant. Any such
attempt at assignment, transfer, pledge or other disposition shall be without
effect, except that the Company may treat such act as an election to withdraw
funds from an Offering Period in accordance with Section 10 hereof.

                17. USE OF FUNDS. All payroll deductions received or held by the
Company under the Plan may be used by the Company for any corporate purpose, and
the Company shall not be obligated to segregate such payroll deductions.

                18. REPORTS. Individual accounts shall be maintained for each
participant in the Plan. Statements of account shall be given to participating
Employees at least annually, which statements shall set forth the amounts of
payroll deductions, the Purchase Price, the number of shares purchased and the
remaining cash balance, if any.

                19. ADJUSTMENTS UPON CHANGES IN CAPITALIZATION, DISSOLUTION,
LIQUIDATION, MERGER OR ASSET SALE.

                        (a) CHANGES IN CAPITALIZATION. Subject to any required
action by the stockholders of the Company, the Reserves (including the number of
shares automatically added annually to the Plan pursuant to Section 13(a)(i)),
the maximum number of shares each participant may purchase each Purchase Period
(pursuant to Section 7), as well as the price per share and the number of shares
of Common Stock covered by each option under the Plan which has not yet been
exercised shall be proportionately adjusted for any increase or decrease in the
number of issued shares of Common Stock resulting from a stock split, reverse
stock split, stock dividend, combination or reclassification of the Common
Stock, or any other increase or decrease in the number of shares of Common Stock
effected without receipt of consideration by the Company; provided, however that
conversion of any convertible securities of the Company shall not be deemed to
have been "effected without receipt of consideration." Such adjustment shall be
made by the Board, whose determination in that respect shall be final, binding
and conclusive. Except as expressly provided herein, no issuance by the Company
of shares of stock of any class, or securities convertible into shares of stock
of any class, shall affect, and no adjustment by reason thereof shall be made
with respect to, the number or price of shares of Common Stock subject to an
option.

                        (b) DISSOLUTION OR LIQUIDATION. In the event of the
proposed dissolution or liquidation of the Company, the Offering Period then in
progress shall be shortened by setting a new Exercise Date (the "New Exercise
Date"), and shall terminate immediately prior to the consummation of such
proposed dissolution or liquidation, unless provided otherwise by the Board. The
New Exercise Date shall be before the date of the Company's proposed dissolution
or liquidation. The Board shall notify each participant in writing, at least ten
(10) business days prior to the New Exercise Date, that the Exercise Date for
the participant's option has been changed to the New Exercise Date and that the
participant's option shall be exercised automatically on the New Exercise Date,
unless prior to such date the participant has withdrawn from the Offering Period
as provided in Section 10 hereof.



                                       8
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                        (c) MERGER OR ASSET SALE. In the event of a proposed
sale of all or substantially all of the assets of the Company, or the merger of
the Company with or into another corporation, each outstanding option shall be
assumed or an equivalent option substituted by the successor corporation or a
Parent or Subsidiary of the successor corporation. In the event that the
successor corporation refuses to assume or substitute for the option, any
Purchase Periods then in progress shall be shortened by setting a new Exercise
Date (the "New Exercise Date") and any Offering Periods then in progress shall
end on the New Exercise Date. The New Exercise Date shall be before the date of
the Company's proposed sale or merger. The Board shall notify each participant
in writing, at least ten (10) business days prior to the New Exercise Date, that
the Exercise Date for the participant's option has been changed to the New
Exercise Date and that the participant's option shall be exercised automatically
on the New Exercise Date, unless prior to such date the participant has
withdrawn from the Offering Period as provided in Section 10 hereof.

                20. AMENDMENT OR TERMINATION.

                        (a) The Board of Directors of the Company may at any
time and for any reason terminate or amend the Plan. Except as provided in
Section 19 hereof, no such termination can affect options previously granted,
provided that an Offering Period may be terminated by the Board of Directors
immediately following any Exercise Date if the Board determines that the
termination of the Offering Period or the Plan is in the best interests of the
Company and its stockholders. Except as provided in Section 19 and this Section
20 hereof, no amendment may make any change in any option theretofore granted
which adversely affects the rights of any participant. To the extent necessary
to comply with Section 423 of the Code (or any successor rule or provision or
any other applicable law, regulation or stock exchange rule), the Company shall
obtain stockholder approval in such a manner and to such a degree as required.

                        (b) Without stockholder consent and without regard to
whether any participant rights may be considered to have been "adversely
affected," the Board (or its committee) shall be entitled to change the Offering
Periods, limit the frequency and/or number of changes in the amount withheld
during an Offering Period, establish the exchange ratio applicable to amounts
withheld in a currency other than U.S. dollars, permit payroll withholding in
excess of the amount designated by a participant in order to adjust for delays
or mistakes in the Company's processing of properly completed withholding
elections, establish reasonable waiting and adjustment periods and/or accounting
and crediting procedures to ensure that amounts applied toward the purchase of
Common Stock for each participant properly correspond with amounts withheld from
the participant's Compensation, and establish such other limitations or
procedures as the Board (or its committee) determines in its sole discretion
advisable which are consistent with the Plan.

                        (c) In the event the Board determines that the ongoing
operation of the Plan may result in unfavorable financial accounting
consequences, the Board may, in its discretion and, to the extent necessary or
desirable, modify or amend the Plan to reduce or eliminate such accounting
consequence including, but not limited to:

                                (i) altering the Purchase Price for any Offering
Period including an Offering Period underway at the time of the change in
Purchase Price;



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                                (ii) shortening any Offering Period so that
Offering Period ends on a new Exercise Date, including an Offering Period
underway at the time of the Board action; and

                                (iii) allocating shares.

                Such modifications or amendments shall not require stockholder
approval or the consent of any Plan participants.

                21. NOTICES. All notices or other communications by a
participant to the Company under or in connection with the Plan shall be deemed
to have been duly given when received in the form specified by the Company at
the location, or by the person, designated by the Company for the receipt
thereof.

                22. CONDITIONS UPON ISSUANCE OF SHARES. Shares shall not be
issued with respect to an option unless the exercise of such option and the
issuance and delivery of such shares pursuant thereto shall comply with all
applicable provisions of law, domestic or foreign, including, without
limitation, the Securities Act of 1933, as amended, the Securities Exchange Act
of 1934, as amended, the rules and regulations promulgated thereunder, and the
requirements of any stock exchange upon which the shares may then be listed, and
shall be further subject to the approval of counsel for the Company with respect
to such compliance.

                As a condition to the exercise of an option, the Company may
require the person exercising such option to represent and warrant at the time
of any such exercise that the shares are being purchased only for investment and
without any present intention to sell or distribute such shares if, in the
opinion of counsel for the Company, such a representation is required by any of
the aforementioned applicable provisions of law.

                23. TERM OF PLAN. The Plan shall become effective on the
effective date of the Registration Statement. Unless sooner terminated by the
Board, the Plan shall terminate upon the earliest to occur of (a) the purchase
of shares on the Exercise Date coincidental with the first Trading Day in August
2010, (ii) the date on which all shares available for issuance under the Plan
shall have been sold pursuant to options exercised under the Plan or (iii) the
date on which all options are exercised in connection with a dissolution or
liquidation pursuant to Section 19(b) hereof or a merger or asset sale pursuant
to Section 19(c) hereof. No further options shall be granted or exercised, and
no further payroll deductions shall be collected, under the Plan following such
termination.

                24. AUTOMATIC TRANSFER TO LOW PRICE OFFERING PERIOD. To the
extent permitted by any applicable laws, regulations, or stock exchange rules if
the Fair Market Value of the Common Stock on any Exercise Date in an Offering
Period is lower than the Fair Market Value of the Common Stock on the Enrollment
Date for that Offering Period, then all participants in such Offering Period
shall be automatically withdrawn from such Offering Period immediately after the
exercise of their option on such Exercise Date and automatically enrolled in the
new Offering Period beginning coincident with such Exercise Date.

                25. AT WILL EMPLOYMENT. Nothing in the Plan shall confer upon
the participant any right to continue in the employ of the Company or any
Subsidiary for any period of specific



                                       10
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duration or interfere with or otherwise restrict in any way the rights of the
Company (or any Subsidiary employing such person) or of the participant, which
rights are hereby expressly reserved by each, to terminate such person's
employment at any time for any reason, with or without cause.



                                       11
   12

                                    EXHIBIT A


                                 ILLUMINA, INC.
                        2000 EMPLOYEE STOCK PURCHASE PLAN

                             SUBSCRIPTION AGREEMENT


      Original Application        Enrollment Date:
- -----                                             -------------
      Change in Payroll Deduction Rate
- -----
      Change of Beneficiary(ies)
- -----


                        1. ____________________ hereby elects to participate in
        the Illumina, Inc. 2000 Employee Stock Purchase Plan (the "Employee
        Stock Purchase Plan") and subscribes to purchase shares of the Company's
        Common Stock in accordance with this Subscription Agreement and the
        Employee Stock Purchase Plan.

                        2. I hereby authorize payroll deductions from each
        paycheck in the amount of ____% of my Compensation on each payday (from
        1 to 15%) in accordance with the Employee Stock Purchase Plan. (Please
        note that no fractional percentages are permitted.)

                        3. I understand that said payroll deductions shall be
        accumulated for the purchase of shares of Common Stock at the applicable
        Purchase Price determined in accordance with the Employee Stock Purchase
        Plan. I understand that if I do not withdraw from an Offering Period and
        I do not lose eligibility to participate in the Employee Stock Purchase
        Plan, any accumulated payroll deductions will be used to automatically
        exercise my option.

                        4. I understand that the purchase of Common Stock on my
        behalf will be limited to: (a) $25,000 worth of Common Stock for each
        calendar year my option remains outstanding and (b) 25,000 shares of
        Common Stock per six (6)-month Purchase Period. I understand that there
        are other limitations to purchases contained in the Employee Stock
        Purchase Plan.

                        5. I have received a copy of the complete Employee Stock
        Purchase Plan. I understand that my participation in the Employee Stock
        Purchase Plan is in all respects subject to the terms of the Plan.

                        6. Shares purchased for me under the Employee Stock
        Purchase Plan should be issued in the name(s) of
        _______________________________ (Employee or Employee and Spouse only).

                        7. I understand that I may withdraw from the Employee
        Stock Purchase Plan at any time prior to the last business day of the
        Purchase Period and the Company will refund all my payroll deductions
        for that Purchase Period. However, I may not rejoin that



   13

        particular Offering Period at any later date. Upon the termination of my
        employment for any reason (including death or disability) or my loss of
        eligibility to participate in the Employee Stock Purchase Plan, my
        participation in the Employee Stock Purchase Plan will immediately
        cease, and all my payroll deductions for the Purchase Period in which my
        employment terminates or my loss of eligibility occurs will immediately
        be refunded.

                        8. I understand that if I take an unpaid leave of
        absence, my payroll deductions will immediately cease, and any payroll
        deductions for the Purchase Period in which my leave begins will, at my
        election, either be refunded or applied to the purchase of shares of
        Common Stock at the end of that Purchase Period. If my re-employment is
        guaranteed by either law or contract, or if I return to active service
        within ninety (90) days, then upon my return my payroll deductions will
        automatically resume at the rate in effect when my leave begins.

                        9. I understand that the Company has the right,
        exercisable in its sole discretion, to amend or terminate all
        outstanding options under the Employee Stock Purchase Plan at any time,
        with such amendment or termination to become effective immediately
        following the end of any Purchase Period. Upon any such termination, I
        will cease to have any further rights to purchase shares of Common Stock
        under this Subscription Agreement.

                        10. I understand that if I dispose of any shares
        received by me pursuant to the Plan within 2 years after the Enrollment
        Date (the first day of the Offering Period during which I purchased such
        shares) or one year after the Exercise Date for those shares, I will be
        treated for federal income tax purposes as having received ordinary
        income at the time of such disposition in an amount equal to the excess
        of the fair market value of the shares at the time such shares were
        purchased by me over the price which I paid for the shares. I hereby
        agree to notify the Company in writing within 30 days after the date of
        any disposition of my shares and I will make adequate provision for
        Federal, state or other tax withholding obligations, if any, which arise
        upon the disposition of the Common Stock. The Company may, but will not
        be obligated to, withhold from my compensation the amount necessary to
        meet any applicable withholding obligation including any withholding
        necessary to make available to the Company any tax deductions or
        benefits attributable to sale or early disposition of Common Stock by
        me. If I dispose of such shares at any time after the expiration of the
        2-year and 1-year holding periods, I understand that I will be treated
        for federal income tax purposes as having received income only at the
        time of such disposition, and that such income will be taxed as ordinary
        income only to the extent of an amount equal to the lesser of (1) the
        excess of the fair market value of the shares at the time of such
        disposition over the purchase price which I paid for the shares, or (2)
        15% of the fair market value of the shares on the first day of the
        Offering Period. The remainder of the gain, if any, recognized on such
        disposition will be taxed as capital gain.

                        11. I hereby agree to be bound by the terms of the
        Employee Stock Purchase Plan. The effectiveness of this Subscription
        Agreement is dependent upon my eligibility to participate in the
        Employee Stock Purchase Plan.



                                       2
   14

                        12. In the event of my death, I hereby designate the
        following as my beneficiary(ies) to receive all payments and shares due
        me under the Employee Stock Purchase Plan:


        Beneficiary(ies) Name:
                                ------------------------------------------------
               (Please print)     (First)        (Middle)         (Last)

        Relationship:
                      ------------------------------------
        Address:
                      ------------------------------------

                      ------------------------------------


        Employee's Social
        Security Number:
                                    ------------------------------------
        Employee's Address:
                                    ------------------------------------

                                    ------------------------------------

                                    ------------------------------------

I UNDERSTAND THAT THIS SUBSCRIPTION AGREEMENT SHALL REMAIN IN EFFECT THROUGHOUT
SUCCESSIVE OFFERING PERIODS UNLESS TERMINATED BY ME.


Dated:
      -------------------------             ------------------------------------
                                                    Signature of Employee


                                            ------------------------------------
                                                     Spouse's Signature
                                           (If beneficiary is other than spouse)



                                       3
   15

                                    EXHIBIT B


                                 ILLUMINA, INC.
                        2000 EMPLOYEE STOCK PURCHASE PLAN
                              NOTICE OF WITHDRAWAL


        The undersigned participant in the Offering Period of the Illumina, Inc.
2000 Employee Stock Purchase Plan which began on ____________, ______ (the
"Enrollment Date") hereby notifies the Company that he or she hereby withdraws
from participation in the Plan. He or she hereby directs the Company to pay to
the undersigned as promptly as practicable all the payroll deductions credited
to his or her account. The undersigned understands and agrees that his or her
option for the current Offering Period will be automatically terminated. The
undersigned understands further that no further payroll deductions will be made
for the purchase of shares in the current Offering Period and the undersigned
shall be eligible to participate in succeeding Offering Periods only by
delivering to the Company a new Subscription Agreement.

                                            Name and Address of Participant:

                                            ------------------------------------

                                            ------------------------------------

                                            ------------------------------------


                                            Signature:
                                                      --------------------------
                                            Date:
                                                 -------------------------------