S-8

As filed with the Securities and Exchange Commission on February 28, 2013

Registration No.            

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

ORACLE CORPORATION

(Exact name of registrant as specified in its charter)

Delaware	54-2185193
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

500 Oracle Parkway

Redwood City, California 94065

(Address of Principal Executive Offices, Including Zip Code)

Oracle Corporation Amended and Restated 1993 Directors’ Stock Plan

Eloqua Limited 2006 Stock Option Plan

Eloqua, Inc. 2012 Stock Option and Incentive Plan

(Full title of the plan)

Dorian Daley

Senior Vice President, General Counsel & Secretary

Oracle Corporation

500 Oracle Parkway

Redwood City, California 94065

(Name and address of agent for service)

(650) 506-7000

(Telephone number, including area code, of agent for service)

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer	x	Accelerated filer	¨
Non-accelerated filer	¨  (Do not check if a smaller reporting company)	Smaller reporting company	¨

CALCULATION OF REGISTRATION FEE

Title of securities to be registered	Amount to be registered (3)	Proposed maximum offering price per share	Proposed maximum aggregate offering price	Amount of registration fee
Common Stock, par value $0.01 per share, under the Oracle Corporation Amended and Restated 1993 Directors’ Stock Plan (1)	2,000,000	$34.46 (4)	$68,920,000	$9,400.69
Common Stock, par value $0.01 per share, under the Eloqua plans (2)	1,293,744	$15.08 (5)	$19,509,660	$2,661.12
TOTAL	3,293,744			$12,061.81

(1) This Registration Statement (the “Registration Statement”) registers the issuance of the increase in the number of shares of common stock of Oracle Corporation (the “Registrant”), par value $0.01 (the “Common Stock”) that may be granted under the Oracle Corporation Amended and Restated 1993 Directors’ Stock Plan as approved by the Registrant’s stockholders on November 7, 2012.

(2) This Registration Statement also registers the issuance of Common Stock issuable pursuant to equity awards assumed by Registrant in connection with its acquisition of Eloqua, Inc. The Registrant assumed the outstanding stock options of Eloqua, Inc. being registered pursuant to this Registration Statement as a result of the consummation on February 8, 2013, of the transactions contemplated by the Agreement and Plan of Merger, dated as of December 19, 2012, by and among the Registrant, OC Acquisition LLC, a subsidiary of Registrant, Eloqua Inc. and certain other parties thereto.

(3) Pursuant to Rule 416 promulgated under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement also covers an indeterminate number of additional shares that may be offered or issued as a result of stock splits, stock dividends or similar transactions.

(4) The proposed maximum offering price per share is based on the average of the high and low per share prices of the Common Stock as reported on the Nasdaq Global Select Market on February 22, 2013 in accordance with Rule 457(h)(1) and Rule 457(c) promulgated under the Securities Act.

(5) The proposed maximum offering price per share is based on $15.08, the weighted average exercise price per share of the outstanding options to purchase 1,293,744 shares of Common Stock in accordance with Rule 457(h)(1) promulgated under the Securities Act.

PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1. Plan Information.

The documents containing the information specified in this Item 1 will be sent or given to participants as specified by Rule 428(b)(1) under the Securities Act. In accordance with the rules and regulations of the Securities and Exchange Commission (the “Commission”) and the instructions to Form S-8, such documents are not being filed with the Commission either as part of this Registration Statement or as prospectuses or prospectus supplements pursuant to Rule 424 under the Securities Act.

Item 2. Registrant Information and Employee Plan Annual Information.

The documents containing the information specified in this Item 2 will be sent or given to participants as specified by Rule 428(b)(1) under the Securities Act. In accordance with the rules and regulations of the Commission and the instructions to Form S-8, such documents are not being filed with the Commission either as part of this Registration Statement or as prospectuses or prospectus supplements pursuant to Rule 424 under the Securities Act.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

The following documents filed with the Commission are incorporated herein by reference:

1. The Registrant’s Annual Report on Form 10-K for the fiscal year ended May 31, 2012 filed with the Commission on June 26, 2012 pursuant to Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

2. The Registrant’s Quarterly Report on Form 10-Q for the fiscal quarter ended August 31, 2012 filed with the Commission on September 24, 2012 pursuant to Section 13 of the Exchange Act and the Registrant’s Quarterly Report on Form 10-Q for the fiscal quarter ended November 30, 2012 filed with the Commission on December 21, 2012 pursuant to Section 13 of the Exchange Act.

3. Each of the Registrant’s Current Reports on Form 8-K filed with the Commission pursuant to Section 13 of the Exchange Act on June 18, 2012, June 21, 2012, September 20, 2012, October 25, 2012, November 7, 2012, December 3, 2012 and February 5, 2013, only to the extent filed and not furnished.

4. The description of the Registrant’s Common Stock included in the Registrant’s registration statement on pages 6 through 7 of Form S-3 (Reg. No. 333-166643), filed with the Commission on May 7, 2010, including any amendments or reports filed for the purpose of updating such descriptions.

All documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act after the date of this Registration Statement, and prior to the filing of a post-effective amendment which indicates that all securities offered hereby 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 a 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 in this Registration Statement, or in any other subsequently filed document which also is or is deemed to be incorporated by reference in this Registration Statement, 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.

Brian S. Higgins, who is issuing the opinion of the Registrant’s Legal Department on the legality of the Registrant’s Common Stock offered hereby, is Vice President, Associate General Counsel and Assistant Secretary of the Registrant and holds employee stock options to purchase Common Stock of the Registrant.

Item 6. Indemnification of Directors and Officers.

As permitted by Section 102(b)(7) of the Delaware General Corporation Law, the Registrant’s Amended and Restated Certificate of Incorporation includes a provision that eliminates the personal liability of each of its directors for monetary damages for breach of such director’s fiduciary duty as a director, except for liability: (a) for any breach of the director’s duty of loyalty to the Registrant or its stockholders; (b) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of the law; (c) under Section 174 of the Delaware General Corporation Law; or (d) for any transaction from which the director derived an improper personal benefit. The directors’ liability will be further limited to the extent permitted by any future amendments to the Delaware General Corporation Law authorizing the further limitation or elimination of the liability of directors. In addition, as permitted by Section 145 of the Delaware General Corporation Law, the Bylaws of the Registrant provide that: (i) the Registrant is required to indemnify its directors and officers to the fullest extent permitted by Delaware law, including those circumstances in which indemnification would otherwise be discretionary; (ii) the Registrant is required to advance expenses, as incurred, to such directors and officers in connection with defending a proceeding (except that it is not required to advance expenses to a person against whom the Registrant brings a claim for breach of the duty of loyalty, failure to act in good faith, intentional misconduct, knowing violation of the law or deriving an improper personal benefit); (iii) the rights conferred in the Bylaws are not exclusive and the Registrant is authorized to enter into indemnification agreements with such directors, officers and employees; (iv) the Registrant is required to maintain director and officer liability insurance to the extent it determines that such insurance is reasonably available; and (v) the Registrant may not retroactively amend the Bylaw provisions in a way that is adverse to such directors and officers.

The Registrant has entered into indemnification agreements with its directors and a number of its officers containing provisions which provide for the indemnification of such directors or officers, as applicable, to the fullest extent permitted by Delaware law.

The indemnification provisions in the Bylaws, and any indemnification agreements entered into between the Registrant and its directors or officers, may be sufficiently broad to permit indemnification of the Registrant’s directors and officers for liabilities arising under the Securities Act.

Item 7. Exemption From Registration Claimed.

Not applicable.

Item 8. Exhibits.

Exhibit No.	Description of Exhibit
5.1	Opinion of Counsel
23.1	Consent of Counsel (included in Exhibit 5.1)
23.2	Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm
24.1	Power of Attorney (included on Signature Page)
99.1	Oracle Corporation Amended and Restated 1993 Directors’ Stock Plan (incorporated by reference herein to Exhibit 10.03 of Oracle Corporation’s Quarterly Report on Form 10-Q filed with the Commission on December 21, 2012)
99.2	Eloqua Limited 2006 Stock Option Plan
99.3	Eloqua, Inc. 2012 Stock Option and Incentive Plan

Item 9. Undertakings.

a. The undersigned Registrant hereby undertakes:

1. To file, during any period in which offers or sales are being made pursuant to this Registration Statement, a post-effective amendment to this Registration Statement:

(i) To include any prospectus required by Section 10(a)(3) of the Securities Act;

(ii) To reflect in the prospectus any facts or events arising after the effective date of this Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which is registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in “Calculation of Registration Fee” table in the effective registration statement;

(iii) 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;

provided, however, that paragraphs (i) and (ii) above do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or 15(d) of the Exchange Act that are incorporated by reference 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.

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 offering.

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 the 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 the 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 provisions described under “Item 6—Indemnification of Directors and Officers”, 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.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, 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 Redwood City, State of California, on this 28^th day of February, 2013.

ORACLE CORPORATION
By:	/S/ DORIAN DALEY
Name:	Dorian Daley
Title:	Senior Vice President, General Counsel and Secretary

POWER OF ATTORNEY

Each person whose signature appears below constitutes and appoints Safra A. Catz and Dorian Daley, and each of them, his or her true and lawful attorneys-in-fact and agents with full power of substitution and resubstitution, for him or her and in his or her name, place, and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) and additions to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or their substitute or substitutes may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/S/ LAWRENCE J. ELLISON Lawrence J. Ellison	Chief Executive Officer and Director (Principal Executive Officer)	February 28, 2013
/S/ SAFRA A. CATZ Safra A. Catz	President, Chief Financial Officer and Director (Principal Financial Officer)	February 28, 2013
/S/ WILLIAM COREY WEST William Corey West	Senior Vice President, Corporate Controller and Chief Accounting Officer (Principal Accounting Officer)	February 28, 2013
/S/ JEFFREY O. HENLEY Jeffrey O. Henley	Chairman of the Board of Directors	February 28, 2013
/S/ JEFFREY S. BERG Jeffrey S. Berg	Director	February 28, 2013
/S/ H. RAYMOND BINGHAM H. Raymond Bingham	Director	February 28, 2013

/S/ MICHAEL J. BOSKIN Michael J. Boskin	Director	February 28, 2013
/S/ BRUCE R. CHIZEN Bruce R. Chizen	Director	February 28, 2013
/S/ GEORGE H. CONRADES George H. Conrades	Director	February 28, 2013
/S/ HECTOR GARCIA-MOLINA Hector Garcia-Molina	Director	February 28, 2013
/S/ MARK V. HURD Mark V. Hurd	President and Director	February 28, 2013
/S/ NAOMI O. SELIGMAN Naomi O. Seligman	Director	February 28, 2013

EXHIBIT INDEX

Exhibit No.	Description of Exhibit
5.1	Opinion of Counsel
23.1	Consent of Counsel (included in Exhibit 5.1)
23.2	Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm
24.1	Power of Attorney (included on Signature Page)
99.1	Oracle Corporation Amended and Restated 1993 Directors’ Stock Plan (incorporated by reference herein to Exhibit 10.03 of Oracle Corporation’s Quarterly Report on Form 10-Q filed with the Commission on December 21, 2012)
99.2	Eloqua Limited 2006 Stock Option Plan
99.3	Eloqua, Inc. 2012 Stock Option and Incentive Plan

EX-5.1

Exhibit 5.1

[ORACLE LETTERHEAD]

February 28, 2013

Oracle Corporation

500 Oracle Parkway

Redwood City, California 94065

Ladies and Gentlemen:

I am Vice President, Associate General Counsel and Assistant Secretary of Oracle Corporation (the “Company”), and I offer this opinion in connection with the Registration Statement on Form S-8 (the “Registration Statement”) to be filed with the Securities and Exchange Commission on or about February 28, 2013, in connection with the registration under the Securities Act of 1933, as amended, of 3,293,744 shares of the Common Stock of the Company, par value $0.01 (the “Shares”), of which 2,000,000 shares are to be issued under the Company’s Amended and Restated 1993 Directors’ Stock Plan (the “Oracle Plan”) and 1,293,744 shares are issuable pursuant to equity awards assumed by the Company pursuant to the terms of the Agreement and Plan of Merger dated as of December 19, 2012 (the “Merger Agreement”), by and among the Company, OC Acquisition LLC, Eloqua, Inc. (“Eloqua”) and certain other parties thereto. Pursuant to the Merger Agreement, the Company assumed outstanding equity awards of Eloqua under the Eloqua Limited 2006 Stock Option Plan and the Eloqua, Inc. 2012 Stock Option and Incentive Plan (each, together with the Oracle Plan, a “Plan”).

I have examined such documents and such matters of fact and law as I have deemed necessary to examine relating to the issuance of the Shares. It is my opinion that the Shares, when delivered pursuant to the terms of the applicable Plan, will be validly issued, fully paid and nonassessable.

I consent to the use of this opinion as an exhibit to the Registration Statement and further consent to all references to myself in the Registration Statement and any amendments thereto.

Sincerely,

/S/ BRIAN S. HIGGINS

Brian S. Higgins

Vice President, Associate General Counsel and Assistant Secretary

EX-23.2

Exhibit 23.2

Consent of Ernst & Young LLP,

Independent Registered Public Accounting Firm

We consent to the incorporation by reference in the Registration Statement (Form S-8) pertaining to the Oracle Corporation Amended and Restated 1993 Directors’ Stock Plan, the Eloqua Limited 2006 Stock Option Plan and the Eloqua, Inc. 2012 Stock Option and Incentive Plan, of our reports dated June 26, 2012, with respect to the consolidated financial statements and schedule of Oracle Corporation and the effectiveness of internal control over financial reporting of Oracle Corporation included in its Annual Report (Form 10-K) for the year ended May 31, 2012, filed with the Securities and Exchange Commission.

/s/ ERNST & YOUNG LLP

San Jose, California

February 28, 2013

EX-99.2

Exhibit 99.2

Eloqua Limited

a Delaware corporation

2006 STOCK OPTION PLAN

July 21, 2006

TABLE OF CONTENTS

	Page
ARTICLE I Purpose		1
ARTICLE II Definitions		1
ARTICLE III Shares Subject to Plan		5
ARTICLE IV Administration		5
ARTICLE V Eligibility		7
ARTICLE VI Annual Limitation on Value of Incentive Stock Options		7
ARTICLE VII Terms and Conditions of Options		8
ARTICLE VIII Effect of Certain Changes		11
ARTICLE IX Amendment		13
ARTICLE X Issuance of Shares and Compliance with Securities Regulations		13
ARTICLE XI Application of Funds		13
ARTICLE XII Notice		14
ARTICLE XIII Term of Plan		14
ARTICLE XIV No Contract of Employment		14
ARTICLE XV Effectiveness of the Plan		14
ARTICLE XVI Captions		15
ARTICLE XVII Disqualifying Dispositions		15
ARTICLE XVIII Governing Law		15
ARTICLE XIX Financial Statements		16

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ELOQUA LIMITED

2006 Stock Option Plan

ARTICLE I

Purpose

The purpose of the Eloqua Limited 2006 STOCK OPTION PLAN (the “Plan”), is (i) to further the growth and success of Eloqua Limited, a Delaware corporation (the “Company”), its Subsidiaries and Affiliated Entities by enabling Employees and Non-employee Directors of, and consultants and service providers to, the Company or any of its Subsidiaries or Affiliated Entities to acquire shares of the Company’s Common Stock thereby increasing their personal interest in such growth and success, and (ii) to provide a means of rewarding outstanding performance by such persons to the Company and/or its Subsidiaries and/or its Affiliated Entities. Options granted under the Plan (the “Options”) may be either “incentive stock options”, intended to qualify as such under the provisions of Section 422 of the United States Internal Revenue Code of 1986, as amended, or “non-qualified stock options.” In this Plan, the terms “Parent” and “Subsidiary” mean “Parent Corporation” and “Subsidiary Corporation,” respectively, as such terms are defined in Sections 424(e) and (f) of the Code. Unless the context otherwise requires, any Incentive Stock Option or Nonqualified Stock Option is referred to in this Plan as an “Option.”

ARTICLE II

Definitions

The following words and terms as used herein shall have the meaning set forth therefor in this Article II, unless a different meaning is clearly required by the context. Whenever appropriate, words used in the singular shall be deemed to include the plural and vice versa, and the masculine gender shall be deemed to include the feminine gender.

2.1 Affiliated Entity shall mean Eloqua Corporation, a Canadian corporation, and any person or company that is considered to be affiliated entity of the Company within the meaning of the Ontario Rule.

2.2 associate shall have the meaning set forth in Section 1(1) of the Securities Act (Ontario).

2.3 Board shall mean the Board of Directors of the Company.

2.4 Code shall mean the U.S. Internal Revenue Code of 1986, as now in effect or as hereafter amended.

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2.5 Committee shall mean the Compensation Committee appointed by the Board in accordance with the provisions of Article IV to administer the Plan.

2.6 Common Stock shall mean the shares of standard common stock, $0.0001 par value, of the Company, and any other securities of the Company to the extent provided in Article VIII.

2.7 Company shall mean Eloqua Limited, a Delaware corporation, and any successor to it.

2.8 Director shall mean a member of the Board or the board of directors of any Subsidiary or Affiliated Entity.

2.9 Disability shall have the meaning set forth in Section 22(e)(3) of the Code, as that section may be amended from time to time. The determination under the Plan that a Grantee’s employment, consulting or other service relationship with the Company terminated as a result of Disability shall not be construed as an admission by the Company of the Disability of the Grantee for any other purpose.

2.10 Disqualifying Disposition shall have the meaning set forth in Article XVII hereof.

2.11 Employee shall mean: (i) for the purpose of grants of Options to persons other than residents of Ontario, any individual employed by, and receiving compensation from, the Company or any Subsidiary, and (ii) for the purpose of grants of Options to residents of Ontario, any individual employed by, and receiving compensation from, the Company, any Subsidiary or any Affiliated Entity.

2.12 Executive shall have the meaning ascribed to the term “executive” in the Ontario Rule.

2.13 Exercise Notice shall have the meaning set forth in Section 7.5 hereof.

2.14 Fair Market Value shall have the meaning set forth in Section 7.2 herein.

2.15 Grantee or Optionee shall mean an Employee, Non-employee Director, consultant or other person who provides services to the Company, a Subsidiary or an Affiliated Entity, and who is granted an Option by the Committee under this Plan.

2.16 Immediate Family shall mean a spouse, lineal descendent or antecedent, father, mother, brother or sister.

2.17 Incentive Plan shall mean: (i) a compensation or incentive arrangement for an executive, or (ii) a plan providing for compensation or incentive arrangements for executives.

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2.18 Incentive Stock Option shall mean any Option designated as an “incentive stock option” within the meaning of Code Section 422.

2.19 Non-employee Director shall have the meaning set forth in Rule 16b-3 promulgated by the Securities and Exchange Commission (the “Commission”) under the Securities Exchange Act of 1934 (“Exchange Act”), as such rule may be amended from time to time, or any successor definition adopted by the Commission.

2.20 Nonqualified Stock Option or Nonstatutory Stock Option shall mean any Option that is not an Incentive Stock Option, including any Option that provides at the time of grant that it will not be treated as an Incentive Stock Option.

2.21 Officer shall mean a person who is an officer of the Company or a Subsidiary within the meaning of Section 16 of the Exchange Act and the rules and regulations promulgated thereunder.

2.22 Ontario Rule means National Instrument 45-106 (Prospectus and Registration Exemptions), as amended from time to time, and any successor instrument thereto.

2.23 Option shall mean both an Incentive Stock Option and a Nonqualified Stock Option.

2.24 Option Agreement shall mean a written agreement evidencing the right to purchase shares of Common Stock pursuant to the terms of this Plan, which agreement shall be substantially in the form described in Article VII.

2.25 Outstanding Issue shall mean the number of shares of Common Stock outstanding, plus the number of shares of Common Stock then issuable on the conversion of any of the preferred stock of the Company.

2.26 Plan shall mean the Eloqua Limited 2006 Stock Option Plan, as set forth herein and as amended from time to time.

2.27 Related Person shall have the meaning ascribed to the term “related person” in the Ontario Rule.

2.28 Securities Act means the U.S. Securities Act of 1933, as amended from time to time.

2.29 Securities Act (Ontario) shall mean the Securities Act (Ontario), as amended from time to time.

3

2.30 Service(s) shall mean the provision of services to the Company or any Subsidiary or Affiliated Entity by any person who is (i) an Employee, (ii) a Non-employee Director, or (iii) a consultant or other service provider to the Company, any Subsidiary or any Affiliated Entity.

2.31 Shares shall have the meaning set forth in Section 3.1 hereof.

2.32 Termination For Cause shall mean, with respect to the termination by the Company, a Subsidiary or an Affiliated Entity of the Grantee’s Service, that such termination is for “Cause” as such term is expressly defined in a then-effective written agreement between the Grantee and the Company or such Subsidiary or Affiliated Entity, or in the absence of such then-effective written agreement and definition, is based on, in the determination of the Board, the Grantee’s: (i) refusal or failure to act in accordance with any specific, lawful direction or order of the Company, a Subsidiary or Affiliated Entity; (ii) unfitness or unavailability for service or unsatisfactory performance (other than as a result of Disability); (iii) performance of any act or failure to perform any act in bad faith and to the detriment of the Company, a Subsidiary or Affiliated Entity; (iv) dishonesty, intentional misconduct or material breach of any agreement with the Company, a Subsidiary or Affiliated Entity; (v) commission of a crime involving dishonesty, moral turpitude, breach of trust, or physical or emotional harm to any person; (vi) gross negligence, fraud, breach of fiduciary duty to the Company, a Subsidiary or Affiliated Entity; (vii) violation of U.S. federal or state securities laws or applicable Canadian and/or provincial securities laws or (viii) any other action constituting “Cause” under applicable law.

2.33 Transaction means the dissolution or liquidation of the Company, or upon any reorganization, merger or consolidation of the Company with one or more corporations where the Company is the surviving corporation and the stockholders of the Company immediately prior to such transaction do not own a majority of the Company’s outstanding voting power immediately after such transaction, or upon any reorganization, merger or consolidation of the Company with one or more corporations where the Company is not the surviving corporation and the stockholders of the Company immediately prior to such transaction do not own a majority of the outstanding voting power of the successor entity immediately after such transaction, or upon a sale of substantially all of the assets or a majority or more of the then outstanding Shares to another unrelated corporation or entity.

2.34 U.S. shall mean the United States of America.

2.35 Vesting Commencement Date shall have the meaning set forth in Section 4.3 hereof.

2.36 Vesting Schedule shall have the meaning set forth in Section 4.3 hereof.

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ARTICLE III

Shares Subject to Plan

3.1 Number of Shares Available. The total number of shares of Common Stock (“Shares”) which are available for granting Options hereunder shall be 11,704,350 common shares (subject to adjustment as provided below in Section 3.3 and in Articles VIII and IX hereof).

3.2 Source of Shares. The Shares issued upon the exercise of an Option shall be made available, in the discretion of the Board, either from the authorized but unissued Shares or from any outstanding Shares which have been reacquired by the Company.

3.3 Shares Subject to Expired Options. In the event that any Option expires or otherwise terminates for any reason (whether such Option is vested or non-vested at the time of termination), without having been exercised in full, the unpurchased Shares subject to that Option shall once again become available for the granting of Options.

ARTICLE IV

Administration

4.1 Committee to Administer Plan. The Board may delegate control and management of the operations of the Plan to the Committee, which delegation may be on either an exclusive or a non-exclusive basis in the discretion of the Board. The Board may, however, at any time or times either (i) terminate any such delegation of authority and assume the control and management of the Plan, or (ii) having terminated such a delegation of authority may again delegate the control and management of the Plan to the Committee. In the event that and for so long as this Plan is controlled and managed by the Board, the terms and provisions of this Plan, other than Sections 2.3, 2.5, 4.1 and 4.2, shall be applied by substituting the term “Board” for “Committee” therein.

4.2 Appointment of a Committee. In the event that the Board appoints a Committee, subject to any Investors Rights Agreement of the Company or its subsidiary, as may be amended from time to time: (i) the Committee shall be composed solely of two (2) or more Directors, provided, however, at least one (1) such Director shall be a Non-employee Director; however, if the Plan is required to comply with Rule 16b-3 of the Exchange Act in order to permit Officers and Directors of the Company to be exempt from the provisions of Section 16(b) of the Exchange Act with respect to transactions effected pursuant to the Plan, the Committee shall be composed solely of two or more Non-employee Directors; (ii) all vacancies occurring on the Committee shall be filled by appointment of the Board; (iii) the members of the Committee shall serve at the pleasure of the Board; (iv) the Committee shall adopt such rules and regulations as it shall deem appropriate concerning the holding of meetings and the administration of the Plan; and (v) the entire Committee shall constitute a quorum and the actions of the entire Committee present at a meeting, or actions approved in writing by the entire Committee, shall be the actions of the Committee.

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4.3 Determinations to be Made by the Committee. Subject to the provisions of this Plan, the Committee shall have the exclusive discretion to determine: (i) the Grantees; (ii) the number of Shares subject to an Option issued to a particular Grantee; (iii) the date or dates upon which an Option may be exercised or is granted (the “Date of Grant”); (iv) the method of payment by the Grantee for the Shares; (v) such other terms to which an Option is subject (including the manner in which it vests); (vi) whether or to what extent an unvested Option may be exercised; (vii) the form of any Option Agreements; and (viii) whether the Option is an Incentive Stock Option or a Nonqualified Stock Option. In determining the amount and terms of Options granted under the Plan, the Committee shall review performance measures which shall influence the number of Options granted and the vesting of such Options. Unless otherwise determined by the Committee, Options issued under the Plan shall vest as follows (the “Vesting Schedule”): (i) 25% on the first anniversary of the date on which, in the determination of the Committee, vesting commences for the applicable grant, as set forth in the Grantee’s Notice of Stock Option Grant (the “Vesting Commencement Date”); and (ii) thereafter, in thirty-six (36) successive equal monthly installments upon completion of each of the next thirty-six (36) months. Notwithstanding the foregoing, the Committee is authorized in its sole and absolute discretion to provide, at any time, for the immediate acceleration of all or any portion of a Grantee’s unvested Options.

4.4 Interpretation of Plan. The Committee shall interpret the Plan and from time to time may adopt such rules and regulations for carrying out the terms and purposes of the Plan and may take such other actions in the administration of the Plan as it deems advisable. The interpretation and construction by the Committee of any provisions of this Plan, any Option Agreement or any Exercise Notice and the determination of any question arising under this Plan, any such rule or regulation, or any Option Agreement or Exercise Notice shall be final and binding on all persons interested in the Plan.

4.5 Limited Liability. Neither the Board nor any member of the Committee shall be liable for any action or determination made in good faith with respect to the Plan.

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ARTICLE V

Eligibility

5.1 General. Options may be granted under the Plan only to persons who are (i) Employees or to persons who have entered into written agreements to become an Employee on the Date of Grant, or (ii) Non-employee Directors, or (iii) consultants or other service providers to the Company or any of its Subsidiaries or Affiliated Entities. Notwithstanding anything to the contrary stated herein, Options may be granted to a consultant who is a resident in the Province of Ontario only if such consultant is a bona fide “consultant” as such term is defined in the Ontario Rule. Options granted to an Employee who is not a resident of the U.S. on the Date of Grant, Non-employee Directors, consultants, persons not yet Employees and other service providers shall be Nonqualified Stock Options. Options granted to an Employee who is a resident of the U.S. on the Date of Grant shall be, in the discretion of the Committee, either Incentive Stock Options or Nonqualified Stock Options on the Date of Grant.

5.2 Exceptions. Notwithstanding anything contained in Article V and this Plan to the contrary, no Option may be granted under the Plan to any person who owns, directly or indirectly (within the meaning of Sections 422(b)(6) and 424(d) of the Code), stock possessing more than 10% of the total combined voting power of all classes of stock of the Company or of its Parent, if any, or any of its Subsidiaries, unless (a) the Option Price (as defined in Section 7.2 hereof) of the Shares subject to such Option is fixed at not less than 110% of the Fair Market Value on the Date of Grant (as determined in accordance with Section 7.2 hereof) of such Shares;

ARTICLE VI

Annual Limitation on Value of Incentive Stock Options

To the extent that the aggregate Fair Market Value of the Shares (determined at the time the Incentive Stock Option is granted) with respect to which Incentive Stock Options are exercisable for the first time in any calendar year, together with options granted under all other incentive stock option plans of the Company, any Subsidiary or any Affiliated Entity exceeds One Hundred Thousand Dollars ($(US)100,000) for any one Grantee, such Options shall be treated as Nonqualified Stock Options.

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ARTICLE VII

Terms and Conditions of Options

7.1 Designation and Option Agreement. Each Option granted under the Plan shall be designated as an Incentive Stock Option or a Nonqualified Stock Option and shall be subject to the terms and conditions applicable to Incentive Stock Options and/or Nonqualified Stock Options (as the case may be) set forth in the Plan. In addition, each Option shall be evidenced by an option agreement in substantially the form of Exhibit A attached hereto and a Notice of Stock Option Grant in substantially the form of Exhibit B attached hereto (collectively, the “Option Agreement”) with such changes thereto as are consistent with the Plan as the Committee shall deem appropriate, and shall provide in substance as follows:

7.2 Number of Shares and Purchase Price; Section 409A Matters. Each Option Agreement shall specify the number of Shares covered by such Option and the purchase price per share (the “Option Price”). The Option Price at which each Share may be purchased shall be no less than the Fair Market Value of the Shares on the date of the grant (as determined in accordance with this Article VII); provided, that the Option Price shall comply with Section 5.2. herein. The Board and the Committee shall endeavor in good faith to assure that that the terms of any Options shall be such that the employee to whom such Options are awarded shall not be subject to the tax or interest charges imposed by Section 409A(a)(1) of the Code.

Subject to the requirements of Section 422 of the Code regarding Incentive Stock Options, for purposes of the Plan, the “Fair Market Value” of Shares shall be equal to:

7.2.1 if such Shares are publicly traded, (x) the closing price on the business day immediately preceding the Date of Grant if any trades were made on such business day and such information is available, otherwise the average of the last bid and asked prices on the business day immediately preceding the Date of Grant, in the over-the-counter market as reported by the National Association of Securities Dealers Automated Quotations System (“NASDAQ”) or (y) if such Shares are then traded on a national securities exchange, the closing price on the business day immediately preceding the Date of Grant, if any trades were made on such business day and such information is available, otherwise the average of the high and low prices on the business day immediately preceding the Date of Grant, on the principal national securities exchange on which it is so traded; or

7.2.2 if there is no public trading market for such Shares, the fair value of such Shares on the Date of Grant as reasonably determined in good faith by the Committee (with the consent of a majority of the Board) after taking into consideration factors which it deems appropriate, including, without limitation, recent sale and offer prices of such Shares in private transactions negotiated at arms’ length.

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Notwithstanding anything contained in the Plan to the contrary, all determinations pursuant to Article VII hereof shall be made without regard to any restriction other than a restriction which, by its terms, will never lapse.

Subsequent to the Date of Grant of any Options, the Committee may, at its discretion and the prior approval of the Board, establish a new Option Price for such Options so as to increase (with the written consent of the Grantee) or decrease the Option Price of such Options. The Board and the Committee shall endeavour in good faith to assure that any increase or decrease of the Option Price of an Incentive Stock Option shall be done in a manner as not to subject the Grantee to the tax or interest charges imposed by Section 409A(a)(1) of the Code and, to the maximum extent possible, without disqualifying as an Incentive Stock Option any Option which so qualifies prior thereto.

7.3 Non-Transferability of Options. Each Option Agreement shall provide that the Option granted therein shall be non-transferable and non-assignable by the Grantee except by will or by the laws of descent and distribution to Grantee’s Immediate Family. During the lifetime of the Grantee such Option may be exercised only by the Grantee or the Grantee’s legal representative.

7.4 Maximum Term; Date of Exercise; Termination. Each Option Agreement shall set forth the period during which it may be exercised. Each Option granted under the Plan shall automatically terminate and shall become null and void and be of no further force or effect upon the first to occur of the following:

7.4.1 the tenth (10th) anniversary of the Date of Grant or, in the case of any Option granted to a person described in Section 5.2, the fifth (5th) anniversary of the Date of Grant;

7.4.2 within ninety (90) days after the date that Grantee’s Services terminate (other than as a result of death or permanent and total disability or a Termination For Cause);

7.4.3 within 365 days after the date that the Grantee’s Services terminate, if such termination is due to the Grantee’s death or permanent and total disability (within the meaning of Section 22(e)(3) of the Code);

7.4.4 immediately upon Termination For Cause of Grantee’s Services; and

7.4.5 simultaneously with the consummation of a sale of the Company if prior to such time the Grantee is given the opportunity to exercise all of his or her Options.

Notwithstanding any other terms and provisions of this Plan or any Option Agreement, but subject to any acceleration provisions agreed to in writing between the Company and Grantee: (i) to the extent an Option is not vested at the date of termination of Service for any reason, the Option may not be exercised, and (ii) for the purposes of clause (i) of this paragraph

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and Section 7.4.2 of this Plan, the date of termination of Service shall be the date of actual notice of termination of Service as determined by the Company without reference to any period of notice of termination of employment to which the Grantee may be entitled at law or pursuant to any employment agreement.

The Committee shall have the power to determine what constitutes a Termination For Cause for purposes of the Plan, and the date upon which such Termination For Cause shall occur. All such determinations shall be final and conclusive and binding upon the Grantee.

Any Shares that are not acquired as a result of an Option expiring without being fully exercised shall be available for award by the Committee to another eligible person.

7.5 Exercise of Options. Each Option Agreement shall provide that Options shall be exercised by delivering a written Exercise Notice and Stock Purchase Agreement to the Company (an “Exercise Notice”), in substantially the form of Exhibit C attached hereto. Each Exercise Notice shall state the number of Shares with respect to which the Option is being exercised and shall be signed by the person (or persons) exercising the Option and, in the event the Option is being exercised by any person other than the Grantee, shall be accompanied by proof, satisfactory to counsel for the Company, of the right of such person to exercise the Option. The Option Price for each Option shall be paid in full for the number of Shares specified in the notice. The method of payment for such Shares shall be determined by the Committee, as set forth more fully in the Option Agreement. In addition, in the event that the Option being exercised is a Nonqualified Stock Option, (i) cash, (ii) personal, certified or cashier’s check, or as otherwise determined by the Board, or (iii) wire transfer to the Company in full payment of the aggregate amount of any federal, state, provincial and/or local withholding taxes, if any, attributable to the transfer of stock pursuant to the exercise of the Option must accompany such notice.

The “Date of Exercise” of an Option shall be the date on which written notice of exercise shall have been delivered to the Company, but the exercise of an Option shall not be effective until the person (or persons) exercising the Option shall have complied with all provisions of the Plan and the Option Agreement governing the exercise of the Option. The Company shall deliver as soon as practicable after receipt of notice and payment, certificates for the Shares subject to the Option. No one shall be deemed to be the holder of any Shares subject to an Option, or have any other rights as a stockholder, unless and until certificates for the Shares are issued to that person.

7.6 Conditions on Right of Exercise. The Option Agreement may provide for such conditions on the right of exercise as the Committee, in its sole discretion, deems appropriate, which conditions may, without limitation, be based upon either (i) the completion of a further period of continued Service or (ii) the performance of the Company, of any Subsidiary or Affiliated Entity or of any division thereof, or of the Grantee. Subject to the applicable law, without limiting the foregoing, an Option Agreement may provide that the Committee may, in its sole discretion, terminate in whole or in part any portion of the Option which has not yet become exercisable if it determines that the Grantee is not satisfactorily performing his or her Service obligations. The Committee shall have the right at any time or times to waive any condition on the exercise of any Option whenever it deems such a waiver to be appropriate.

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7.7 Character of Option Granted. Each Option Agreement shall specifically provide whether the Option granted thereby is an Incentive Stock Option or a Nonqualified Stock Option.

7.8 Other Provisions. The Option Agreement may include such other terms and conditions, not inconsistent with this Plan, as the Committee in its sole discretion shall determine.

ARTICLE VIII

Effect of Certain Changes

8.1 Anti-Dilution. If there is any change in the number of Shares through the declaration of stock dividends or through a recapitalization which results in stock splits or reverse stock splits, or through the combination or reclassification of such Shares, the Board shall make corresponding adjustments to the number of Shares available for Options, the number of such Shares covered by outstanding Options, and the exercise price per share of such Options in order to appropriately reflect any increase or decrease in the number of issued Shares; provided, however, that any fractional Shares resulting from such adjustment shall be eliminated. Any determination made by the Board relating to such adjustments shall be final, binding and conclusive.

8.2 Change in Par Value. In the event of a change in the Common Stock of the Company, as constituted as of the date of this Plan, which is limited to a change in all of its authorized shares with par value into the same number of shares with a different par value or without par value, the shares resulting from any such change shall be deemed to be the Common Stock within the meaning of the Plan.

8.3 Mergers and Consolidations. Notwithstanding the other Sections of this Article VIII:

(i) in the case of and subject to the consummation of a Transaction, the Plan and all Options issued hereunder shall terminate upon the effective time of any such Transaction unless provision is made in connection with the Transaction in the sole discretion of the parties thereto for the assumption or continuation by the successor entity of Options theretofore granted, or the substitution of such Options with new Options of the successor entity or parent thereof, with appropriate adjustment as to the number and kind of shares and, if appropriate, the per share exercise prices, as such parties shall agree;

(ii) in the event of the termination of the Plan and all Options issued hereunder, each Holder of Options shall be permitted, within a specified period of

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time prior to the consummation of the Transaction as determined by the Committee, to exercise all such Options which are then exercisable or will become exercisable as of the effective time of the Transaction; provided however, that the exercise of Options not exercisable prior to the Transaction shall be subject to the consummation of the Transaction;

(iii) notwithstanding anything to the contrary in Section 8.3(i), in the event of a Transaction pursuant to which holders of the Shares of the Company will receive upon consummation thereof a cash payment for each share surrendered in the Transaction, the Company shall have the right, but not the obligation, to make or provide for a cash payment to the grantees holding vested Options in exchange for the cancellation thereof, in an amount equal to the difference between (A) the value as determined by the Committee of the consideration payable per Share pursuant to the Transaction (the “Sale Price”) times the number of Shares subject to outstanding vested Options (to the extent then exercisable at prices not in excess of the Sale Price) and (B) the aggregate exercise price of all such outstanding vested Options.

For purposes of applying Section 8.3: (A) the Sale Price of the Shares underlying the Options shall be determined as of the time of the Transaction; (B) the Incentive Stock Options shall be transformed, to the extent required, into Nonqualified Stock Options in reverse chronological order, such that the last-granted Incentive Stock Option shall be the first Option transformed into a Nonqualified Stock Option and the first granted Incentive Stock Option shall be the last Option so transformed; and (C) the terms and conditions of each Nonqualified Stock Option so created shall be identical, to the extent possible, in all respects to those of the Incentive Stock Option that it replaces including but not limited to the fact that it shall be immediately exercisable in full and shall remain exercisable until the time at which the Transaction becomes effective. In the event that Incentive Stock Options are transformed into Nonqualified Stock Options by operation of this Section 8.3, the Board may in its discretion issue replacement Option Agreements that reflect the adjusted number of Incentive Stock Options and Nonqualified Stock Options. The Company shall use its best efforts to give each Grantee written notice of any proposed Transaction at least fourteen (14) days prior to the effective date of any such Transaction. Any Option not exercised by the time the Transaction legally becomes effective shall thereupon terminate.

8.4 Rights of Participants. Except as expressly provided in this Article VIII, the Grantee shall have no rights by reason of any subdivision or consolidation of shares of stock of any class or the payment of any stock dividend or any other increase or decrease in the number of shares of stock of any class or by reason of any dissolution, liquidation, merger, or consolidation or spin-off of assets or stock of another corporation, and any issue by the Company of shares of stock of any class, or securities convertible into shares of stock of any class, shall not affect, and no adjustment by reason thereof shall be made with respect to, the number or price of Shares subject to an Option. The grant of an Option shall not affect in any way the right or power of the Company to make adjustments, reclassifications, reorganizations or changes of its capital or business structures or to merge or to consolidate or to dissolve, liquidate or sell or transfer all or part of its business or assets.

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ARTICLE IX

Amendment

9.1 Board Authority. The Board shall have complete and exclusive power and authority to amend or modify the Plan in any or all respects. However, no such amendment or modification shall adversely affect the rights and obligations with respect to Options at the time outstanding under the Plan unless the Grantee consents to such amendment or modification. In addition, certain amendments may require stockholder approval pursuant to applicable laws and regulations.

9.2 Additional Options. Options may be granted under the Plan in excess of the number of Options then available for grant under the Plan, provided any excess Options actually granted shall be held in escrow until there is obtained stockholder approval of an amendment sufficiently increasing the number of Options available for grant under the Plan. If such stockholder approval is not obtained within twelve (12) months after the date the first such excess grants are made, then all such escrowed Options so granted shall immediately terminate.

ARTICLE X

Issuance of Shares and Compliance with Securities Regulations

The obligation of the Company to sell and deliver the Shares pursuant to Options granted under this Plan shall be subject to all applicable laws, regulations, rules and approvals, including, but not by way of limitation, the effectiveness of a registration statement under the Securities Act, if deemed necessary or appropriate by the Board to register the Shares under such Act.

ARTICLE XI

Application of Funds

Any proceeds received by the Company as a result of the exercise of Options granted under the Plan may be used for any valid corporate purpose.

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ARTICLE XII

Notice

Any notice to the Company required under this Plan shall be in writing and shall either be delivered in person or sent by registered or certified mail, return receipt requested, postage prepaid, to the Company at its offices at c/o Eloqua Corporation, 553 Richmond Street West, Suite 214, Toronto, ON M5V 1Y6, Attention: Corporate Secretary.

ARTICLE XIII

Term of Plan

The Plan shall terminate ten (10) years from the date upon which it is approved by the stockholders of the Company or adopted by the Board, whichever is earlier, or on such earlier date as may be determined by the Board. In any event, termination shall be deemed to be effective as of the close of business on the day of termination. No Options may be granted after such termination. Termination of the Plan, however, shall not affect the rights of Grantees under Options previously granted to them, and all unexpired Options shall continue in full force and operation after termination of the Plan until they lapse or terminate by their own terms and conditions.

ARTICLE XIV

No Contract of Employment

Neither the adoption of this Plan nor the grant of any Option shall be deemed to obligate the Company, any Subsidiary or any Affiliated Entity to continue the employment of any Employee. No grant of any Option shall be construed as an inducement with respect to the continued employment of an Employee or Executive or the continued engagement of a consultant.

ARTICLE XV

Effectiveness of the Plan

The Plan shall become effective upon adoption by the Board; provided, however, that the Plan shall be submitted for approval by the holders of a majority of the voting stock of the Company and for such other approval as required by applicable laws and regulations. In the event the stockholders shall fail to approve the Plan within 12 months before or after the Plan is adopted by the Board, it and all Options granted thereunder shall be and become null and void. Notwithstanding any other provision of the Plan to the contrary, no Options granted under the Plan may be exercised until after such stockholder approval.

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ARTICLE XVI

Captions

The use of captions in this Plan is for convenience. The captions are not intended to provide substantive rights.

ARTICLE XVII

Disqualifying Dispositions

If securities acquired by exercise of an Incentive Stock Option granted under this Plan are disposed of within two (2) years following the Date of Grant of the Incentive Stock Option or one (1) year following the issuance of the securities to the Grantee (a “Disqualifying Disposition”), the holder of such securities shall, immediately prior to such Disqualifying Disposition, notify the Company in writing of the date and terms of such Disqualifying Disposition and provide such other information regarding the Disqualifying Disposition as the Company may reasonably require. Additionally, at the time of a Disqualifying Disposition, the Grantee shall remit to the Company in cash, personal, certified or cashier’s check, or wire transfer the amount of any applicable federal, state and local withholding taxes and employment taxes.

ARTICLE XVIII

Governing Law

All questions concerning the construction, interpretation and validity of this Plan and the instruments evidencing the Options granted hereunder shall be governed by and construed and enforced in accordance with the internal laws of the State of Delaware, without giving effect to any choice or conflict of law provision or rule that would cause the application of the laws of any jurisdiction other than the State of Delaware. In furtherance of the foregoing, the internal law of the State of Delaware will control the interpretation and construction of this Plan, even if under such jurisdiction’s choice of law or conflict of law analysis, the substantive law of some other jurisdiction would ordinarily apply.

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ARTICLE XIX

Financial Statements

19.1 California Securities Law Requirements. The terms of this Article apply only to Options that would be subject to Section 25110 of the California Corporations Code (or any successor law) but for the exemption contained in Section 25102(o) of the California Corporation Code (or any successor law). For purposes of determining the applicability of the California securities law requirements contained in this Article, all Options shall be deemed granted in the state or province in which the Grantee is principally employed by the Company or any Parent, Subsidiary or Affiliated Entity (as determined by the employer’s records) on the Date of Grant. Except as modified by the provisions of this Article, all the other relevant provisions of the Plan shall be applicable to such Options. Options under the Plan to which the California securities law requirements of this Article do not apply shall not be subject to the terms of this Article.

19.1.1 Financial Reports. The Company shall deliver a financial statement at least annually to each Grantee holding Options or Shares issued under the Plan, unless such Grantee is a key employee whose duties in connection with the Company assure such individual access to equivalent information.

Approved: July 21, 2006.

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Schedule A

Eloqua Limited

2006 STOCK OPTION PLAN

OPTION AGREEMENT

1. GRANT OF OPTION.

(a) GENERAL TERMS. Eloqua Limited, a Delaware corporation (the “Company”), hereby grants to the Grantee named in the Notice of Stock Option Grant (the “Notice”) attached to this Agreement, an Option to purchase the total number of Shares set forth in the Notice, at the Option Price set forth in the Notice subject to the terms, definitions and provisions of the 2006 Stock Option Plan (the “Plan”) adopted by the Company, as the same may be amended from time to time, which is incorporated in this Agreement by reference. In the event of a conflict between the terms of the Plan and the terms of this Agreement, the terms of the Plan shall govern. Unless otherwise defined in this Agreement, the terms used in this Agreement shall have the meanings defined in the Plan.

(b) TAX STATUS OF OPTION FOR U.S. RESIDENTS. Unless and to the extent designated a Nonstatutory Stock Option in the Notice of Stock Option Grant, this Option is intended to be an Incentive Stock Option as defined in Section 422 of the United States Internal Revenue Code of 1986, as amended (the “Code”), to the maximum extent permitted under applicable U.S. tax law. If any portion of this Option is designated as an Incentive Stock Option, it shall qualify as such only to the extent that the aggregate Fair Market Value of the Shares (generally, the Option’s Option Price) subject to this Option (and all other Incentive Stock Options granted to Grantee by the Company or Subsidiary) that first become exercisable in any calendar year does not exceed $(US)100,000. To the extent that the aggregate Fair Market Value of such Shares exceeds $(US)100,000, the Shares in excess of such limit shall be treated as a Nonstatutory Stock Option, in accordance with Article VI of the Plan.

2. EXERCISE OF OPTION. This Option shall be exercisable during its term in accordance with the Vesting Schedule set out in Section 4.3 of the Plan, or as otherwise set forth in the Notice, and with the provisions of Article VII of the Plan as follows, except to the extent that the Committee in its sole and absolute discretion may provide for acceleration of unvested options:

(a) RIGHT TO EXERCISE.

(i) This Option may not be exercised for a fraction of a share.

(ii) In no event may this Option be exercised after the Expiration Date of the Option as set forth in the Notice of Stock Option Grant.

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(iii) To the extent the Option is not vested at the date of termination of Service for any reason, the Option may not be exercised. For the purposes of this clause (iii), subject to any acceleration provisions agreed to in writing between the Company and the Grantee, the date of termination of Service shall be the date of actual notice of termination of Service as determined by the Company without reference to any period of notice of termination of employment to which the Grantee may be entitled at law or pursuant to any employment agreement.

(iv) This Option is exercisable for no more than 365 days after the date that the Grantee’s Services terminate, if such termination is due to the Grantee’s death or permanent and total disability.

(v) This Option is exercisable for no more than ninety (90) days after the date that Grantee’s Services terminate (other than as a result of death or permanent and total disability or a Termination for Cause) (provided, that, for this purpose the date of termination of Service shall be the date of actual notice of termination of Service as determined by the Company without reference to any period of notice of termination of employment to which the Grantee may be entitled at law or pursuant to any employment agreement).

(vi) This Option terminates immediately upon a Termination For Cause of Service of the Grantee’s.

(vii) With respect to any Incentive Stock Option that shall remain in effect after a change in status from Employee to Non-employee Director or consultant, such Incentive Stock Option shall cease to be treated as an Incentive Stock Option and shall be treated as a Non-Qualified Stock Option on the day three (3) months and one (1) day following such change in status.

(b) METHOD OF EXERCISE.

(i) This Option shall be exercisable by delivering to the Company an Exercise Notice in the form prescribed by the Company as attached to the Plan which shall state the election to exercise the Option, the whole number of Shares in respect of which the Option is being exercised, and such other representations and agreements as to the holder’s investment intent with respect to such Shares of Common Stock as may be required by the Company pursuant to the provisions of the Plan. Such written notice shall be signed by Grantee and shall be delivered in person or by certified mail to the Corporate Secretary of the Company. The written notice shall be accompanied by payment of the Option Price. This Option shall be deemed to be exercised upon receipt by the Company of such written notice accompanied by the payment of the Option Price as set forth in Section 4 below. GRANTEE UNDERSTANDS AND AGREES THAT THE EXERCISE NOTICE IMPOSES AN

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OBLIGATION TO EXECUTE AN INSTRUMENT OF ADHERENCE TO THE COMPANY’S STOCKHOLDERS AGREEMENT AS AMENDED FROM TIME TO TIME.

(ii) As a condition to the exercise of this Option, Grantee agrees to make adequate provision for federal, state, provincial or other tax withholding obligations, if any, which arise upon the exercise of the Option or disposition of Shares issued thereunder, whether by withholding, direct payment to the Company, or otherwise.

(iii) No Shares shall be issued pursuant to the exercise of an Option unless such issuance and such exercise shall comply with all relevant provisions of law and the requirements of any stock exchange upon which the Shares may then be listed. Assuming such compliance, for income tax purposes the Shares shall be considered transferred to Grantee on the date on which the Option is exercised with respect to such Shares.

3. GRANTEE’S REPRESENTATIONS. In the event the Shares purchasable pursuant to the exercise of this Option have not been registered under the Securities Act, at the time this Option is exercised, Grantee shall, if required by the Company, concurrently with the exercise of all or any portion of this Option, deliver to the Company an investment representation statement in the customary form, a copy of which the Company will make available for Grantee’s review upon request.

4. METHOD OF PAYMENT. Payment of the Option Price shall be by any of the following, or a combination of the following, in the sole discretion of the Committee cash, personal or cashier’s check or wire transfer to the Company but only to the extent and under the terms and conditions set forth in the Exercise Notice.

5. RESTRICTIONS ON EXERCISE.

(a) The exercise of this Option and the issuance of the Shares upon such exercise shall be subject to compliance by the Company and Grantee with all applicable requirements of law relating thereto and with all applicable regulations of any stock exchange (or the NASDAQ National Market, if applicable) on which the Shares may be listed for trading at the time of such exercise and issuance.

(b) The inability of the Company to obtain approval from any regulatory body having authority deemed by the Company to be necessary to the lawful issuance and sale of any Shares pursuant to this Option shall relieve the Company and its directors and officers of any liability with respect to the non-issuance or sale of the Shares as to which such approval shall not have been obtained. The Company, however, shall use its best efforts to obtain all such approvals. The Option may not be exercised until such time as the Plan has been approved by the stockholders of the Company.

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6. NON-TRANSFERABILITY OF OPTION. This Option may not be transferred in any manner otherwise than by will or by the laws of descent or distribution to Grantee’s Immediate Family. The designation of a beneficiary does not constitute a transfer. An Option may be exercised during the lifetime of Grantee only by Grantee or a transferee permitted by this section. The terms of this Option shall be binding upon the executors, administrators, heirs, successors and assigns of Grantee.

7. TERM OF OPTION. This Option may be exercised only within the term set out in the Notice and/or the Plan, and may be exercised during such term only in accordance with the Plan and the terms of this Option.

8. NO ADDITIONAL EMPLOYMENT RIGHTS. Grantee understands and agrees that the vesting of Options pursuant to the Vesting Schedule is earned only by continuing as a provider of Services (not through the act of being hired, being granted this Option or acquiring Shares). Grantee further acknowledges and agrees that nothing in this Agreement or the Plan shall confer upon Grantee any right with respect to continuation as an Employee, Non-Employee Director, consultant, or service provider with the Company or any Subsidiary or Affiliated Entity, nor shall it interfere in any way with his or her right to or the Company’s or any Subsidiary’s or Affiliated Entity’s right to terminate his or her Service relationship at any time, with or without cause.

(a) U.S. TAX CONSEQUENCES. If Grantee is a resident of the U.S. or otherwise subject to taxation in the U.S., Grantee acknowledges that there are certain U.S. federal tax consequences of the exercise of this Option and disposition of the Shares under the law in effect as of the date of grant. GRANTEE SHOULD CONSULT HIS OR HER OWN TAX ADVISOR BEFORE EXERCISING THIS OPTION OR DISPOSING OF THE SHARES.

(b) NOTICE OF DISQUALIFYING DISPOSITION. If the Option granted to Grantee in this Agreement is an Incentive Stock Option, and if Grantee sells or otherwise disposes of any of the Shares acquired pursuant to the Incentive Stock Option on or before the later of (i) the date two (2) years after the Date of Grant, or (ii) the date one (1) year after transfer of such Shares to Grantee upon exercise of the Incentive Stock Option, Grantee shall notify the Company in writing within thirty (30) days after the date of any such disposition. Grantee agrees that upon a Disqualifying Disposition, Grantee shall remit to the Company as set forth in Article XVII of the Plan the amount of any applicable federal, state, provincial and local withholding and employment taxes.

9. SIGNATURE. This Stock Option Agreement shall be deemed executed by the Company and Grantee upon execution by such parties of the Notice of Stock Option Grant attached to this Stock Option Agreement.

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Schedule B

Eloqua Limited 2006 STOCK OPTION PLAN

NOTICE OF STOCK OPTION GRANT

Grantee’s Name and Address:            

You have been granted an option to purchase shares of Common Stock of Eloqua Limited, subject to the terms and conditions of this Notice of Stock Option Grant (the “Notice”), the Eloqua Limited 2006 Stock Option Plan, as amended from time to time (the “Plan”) and the Option Agreement (the “Option Agreement”) attached hereto (the terms and conditions of which are incorporated by reference herein), as follows. Unless otherwise defined herein, the terms defined in the Plan shall have the same defined meanings in this Notice. In the event of a conflict between the terms of the Plan and the terms of this Notice, the terms of the Plan shall govern.

Grant Number
Date of Grant
Vesting Commencement Date
Option Price per Share	U.S.$
Total Number of Shares Subject to the Option (the “Shares”)
Aggregate Option Price	U.S.$
Type of Option:		Incentive Stock Option
		Non-Qualified Stock Option
Expiration Date:
Post-Termination Exercise Period:	Ninety (90) days after the date that Grantee’s Services terminate (if such termination is other than as a result of death or permanent and total disability or a Termination For Cause) (provided, that, the date of termination of Service shall be the date of actual notice of termination of Service as determined by the Company without reference to any period of notice of termination of employment to which the Grantee may be entitled at law or pursuant to any employment agreement); 365 days after the date that the Grantee’s Services terminate, if such termination is due to Grantee’s death or permanent and total disability; Immediately upon Termination For Cause of Grantee’s Services.

Vesting Schedule:

Subject to Grantee’s continuous Service and other limitations set forth in this Notice, the Plan and the Option Agreement, the Option may be exercised, in whole or in part, in accordance with the following schedule:

25% of the Shares subject to the Option shall vest on the first anniversary of the Vesting Commencement Date, and thereafter, in thirty-six (36) successive equal monthly installments upon completion of each of the next thirty-six (36) months.

During any authorized leave of absence, the vesting of the Option as provided in this schedule shall cease after the leave of absence exceeds a period of ninety (90) days. Vesting of the Option shall resume upon the Grantee’s termination of the leave of absence and return to Service to the Company, a Subsidiary or an Affiliated Entity.

In the event of the Grantee’s change in status from Employee to Non-employee Director or a consultant or from an Employee whose customary employment is 20 hours or more per week to an Employee whose customary employment is fewer than 20 hours per week, vesting of the Option shall continue only to the extent determined by the Committee as of such change in status. With respect to any Incentive Stock Option that shall remain in effect after a change in status from Employee to Non-employee Director or consultant, such Incentive Stock Option shall cease to be treated as an Incentive Stock Option and shall be treated as a Non-Qualified Stock Option on the day three (3) months and one (1) day following such change in status.

IN WITNESS WHEREOF, the Company and the Grantee have executed this Notice and agree that the Option is to be governed by the terms and conditions of this Notice, the Plan, and the Option Agreement.

Eloqua Limited

a Delaware corporation

By:

Title:

THE GRANTEE ACKNOWLEDGES AND AGREES THAT THE SHARES SUBJECT TO THE OPTION SHALL VEST, IF AT ALL, ONLY DURING THE PERIOD OF THE GRANTEE’S CONTINUOUS SERVICE (NOT THROUGH THE ACT OF BEING HIRED, BEING GRANTED THE OPTION OR ACQUIRING SHARES HEREUNDER). THE GRANTEE FURTHER ACKNOWLEDGES AND AGREES THAT NOTHING IN THIS NOTICE, THE OPTION AGREEMENT, OR THE PLAN SHALL CONFER UPON THE GRANTEE ANY RIGHT WITH RESPECT TO FUTURE AWARDS OR CONTINUATION OF GRANTEE’S CONTINUOUS SERVICE, NOR SHALL IT INTERFERE IN ANY WAY WITH THE GRANTEE’S RIGHT OR THE RIGHT OF THE GRANTEE’S EMPLOYER TO TERMINATE GRANTEE’S CONTINUOUS SERVICE, WITH OR WITHOUT CAUSE.

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The Grantee acknowledges receipt of a copy of the Plan and the Option Agreement, and represents that he or she is familiar with the terms and provisions thereof, and hereby accepts the Option subject to all of the terms and provisions hereof and thereof. The Grantee has reviewed this Notice, the Plan and the Option Agreement in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Notice, and fully understands all provisions of this Notice, the Plan and the Option Agreement. The Grantee hereby agrees that all disputes arising out of or relating to this Notice, the Plan and the Option Agreement shall be resolved in accordance with Section 18 of the Option Plan. The Grantee further agrees to notify the Company upon any change in the residence address indicated in this Notice.

Dated:	Signed:
		Grantee

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Eloqua Limited

2006 Stock Option Plan

EXERCISE NOTICE

Eloqua Limited

c/o Eloqua Corporation

553 Richmond Street West, Suite 214

Toronto, ON M5V 1Y6

Attention: Corporate Secretary

This Exercise Notice (this “Notice”) is hereby submitted by the undersigned Grantee to Eloqua Limited, a Delaware corporation (the “Company”) in connection with the Grantee’s exercise of Options granted pursuant to the Eloqua Limited 2006 Stock Option Plan, as amended from time to time (the “Plan”), a copy of which is attached hereto and incorporated herein as Annex 1, and the Option Agreement with the Grantee, a copy of which is attached hereto and incorporated herein as Annex 2. In the event of a conflict between the terms of the Plan and the terms of this Notice, the terms of the Plan shall govern. Unless otherwise defined in this Notice, the terms used in this Notice shall have the meanings defined in the Plan.

(1) Exercise of Option. Effective as of today,                                        , the undersigned Grantee hereby elects to exercise those of Grantee’s Option(s) (“Options”) to purchase shares of the Common Stock of Eloqua Limited (the “Company”) which are specified in Exhibit A attached hereto. The Grantee hereby represents and warrants to the Company that its purchase of the Shares is voluntary and has not been induced by the expectation of future or continued employment, appointment or engagement by or with the Company or any Subsidiary or Affiliated Entity.

(2) Delivery of Payment. Grantee herewith delivers to the Company the Option Price of the Shares underlying such Options, as set forth in the Option Agreement pursuant to which such Option or Options were granted.

(3) Representations of Grantee. Grantee acknowledges that Grantee has received, read and understood the Plan and agrees to abide by and be bound by its terms and conditions.

(4) Rights as Stockholder. Until the issuance of the Shares (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 Shares, notwithstanding the exercise of the Option. The Shares shall be issued to the Grantee as soon as practicable after the Option is exercised. No adjustment shall be made for a dividend or other right for which the record date is prior to the date of issuance.

(5) Stockholders Agreement. The Grantee hereby acknowledges receipt of a copy of the Stockholders Agreement of the Company, as amended from time to time (the “Stockholders Agreement”), by and among the Company and the other parties thereto. The Grantee has delivered to the Company a copy of the Instrument of Adherence to the Stockholders Agreement, in the form attached hereto as Exhibit B, duly executed by the Grantee and evidencing the Grantee’s making of the representations and warranties and being bound by the covenants and obligations of the Stockholders Agreement.

(6) Tax Consultation. Grantee understands that Grantee may suffer adverse tax consequences as a result of Grantee’s purchase or disposition of the Shares. Grantee represents that Grantee has consulted with any tax consultants Grantee deems advisable in connection with the purchase or disposition of the Shares and that Grantee is not relying on the Company for any tax advice. The Grantee has reviewed with the Grantee’s own tax advisors the federal, state, provincial, local and foreign tax consequences of this investment and the transactions contemplated by this Notice. The Grantee is relying solely on such advisors and not on any statements or representations of the Company or any of its agents. The Grantee understands that the Grantee (and not the Company) shall be responsible for the Grantee’s own tax liability that may arise as a result of this investment or the transactions contemplated by this Notice. The Grantee understands that in the case of Shares, if any, acquired by exercise of a Nonstatutory or Nonqualified Stock Option, including an Option denominated as an Incentive Stock Option which, for any reason, fails to qualify as an Incentive Stock Option, Section 83 of the US Internal Revenue Code of 1986, as amended (the “Code”), taxes as ordinary income the difference between the purchase price for the Shares and the Fair Market Value of the Shares as of the date any restrictions on the Shares lapse. In this context, “restriction” includes the right of the Company to buy back the Shares pursuant to the Company’s Repurchase Option. Provided that the Grantee is a resident of the US, the Grantee understands that the Grantee may elect to be taxed at the time the Shares are purchased rather than when and as the Company’s repurchase option expires by filing an election under Section 83(b) of the Code with the I.R.S. within thirty (30) days from the date of purchase. The form for making this election is attached as Exhibit C hereto.

THE GRANTEE ACKNOWLEDGES THAT IT IS THE GRANTEE’S SOLE RESPONSIBILITY AND NOT THE COMPANY’S TO FILE TIMELY THE ELECTION UNDER SECTION 83(b), EVEN IF THE GRANTEE REQUESTS THE COMPANY OR ITS REPRESENTATIVES TO MAKE THIS FILING ON THE GRANTEE’S BEHALF.

(7) Restrictive Legends and Stop-Transfer Orders.

(a) Grantee understands and agrees that the Company shall cause the legends set forth below or legends substantially equivalent thereto, to be placed upon any certificate(s) evidencing ownership of the Shares together with any other legends that may be required by the Company or by applicable state, provincial or federal securities laws, with it

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being understood that the Company shall cause any then inapplicable legends to be removed from certificates representing Shares which are no longer Unreleased Shares and/or which have ceased to become subject to other restrictions, as the case may be:

THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE “ACT”) AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER THE ACT OR, IN THE OPINION OF COUNSEL SATISFACTORY TO THE ISSUER OF THESE SECURITIES, SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION IS IN COMPLIANCE THEREWITH.

THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER AND MAY NOT BE SOLD, EXCHANGED, TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF EXCEPT IN ACCORDANCE WITH AND SUBJECT TO ALL THE TERMS AND CONDITIONS OF A STOCKHOLDERS AGREEMENT, AS AMENDED FROM TIME TO TIME, A COPY OF WHICH THE COMPANY WILL FURNISH TO THE HOLDER OF THIS CERTIFICATE UPON REQUEST AND WITHOUT CHARGE.

(b) Stop-Transfer Notices. Grantee agrees that, in order to ensure compliance with the restrictions referred to herein, the Company may issue appropriate “stop transfer” instructions to its transfer agent, if any, and that, if the Company transfers its own securities, it may make appropriate notations to the same effect in its own records.

(c) Refusal to Transfer. The Company shall not be required (i) to transfer on its books any Shares that have been sold or otherwise transferred in violation of any of the provisions of this Notice or (ii) to treat as owner of such Shares or to accord the right to vote or pay dividends to any Grantee or other transferee to whom such Shares shall have been so transferred.

(8) Interpretation. Any dispute regarding the interpretation of this Notice shall be submitted by Grantee or by the Company forthwith to the Committee which shall review such dispute at its next regular meeting. The resolution of such a dispute by the Committee shall be final and binding on all parties.

(9) Governing Law; Severability. This Notice is governed by the internal laws of the State of Delaware, without giving effect to any choice or conflict of law provisions or rule that would cause the application of the laws of any jurisdictions other than the State of Delaware.

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(10) Entire Agreement. The Plan and Option Agreement are incorporated herein by reference. This Notice, the Plan, the Option Agreement, the Stockholders Agreement, the Instrument of Adherence to the Stockholders Agreement attached hereto as Exhibit B which Grantee is signing and delivering concurrently herewith and the Investment Representation Statement attached hereto as Exhibit D which Grantee is signing and delivering concurrently herewith constitute the entire agreement of the parties with respect to the subject matter hereof and supersede in their entirety all prior undertakings and agreements of the Company and Grantee with respect to the subject matter hereof, and may not be modified adversely to the Grantee’s interest except by means of a writing signed by the Company and Grantee.

GRANTEE ACKNOWLEDGES AND AGREES THAT THE VESTING OF OPTIONS PURSUANT TO THE VESTING SCHEDULE IS EARNED IS EARNED ONLY BY CONTINUING IN SERVICE (NOT THROUGH THE ACT OF BEING HIRED OR PURCHASING SHARES HEREUNDER). GRANTEE FURTHER ACKNOWLEDGES AND AGREES THAT THIS NOTICE, THE TRANSACTIONS CONTEMPLATED HEREUNDER AND THE VESTING SCHEDULE SET FORTH HEREIN DO NOT CONSTITUTE AN EXPRESS OR IMPLIED PROMISE OF CONTINUED ENGAGEMENT AS A SERVICE PROVIDER FOR THE VESTING PERIOD, FOR ANY PERIOD, OR AT ALL, AND SHALL NOT INTERFERE WITH GRANTEE’S RIGHT OR THE COMPANY’S RIGHT TO TERMINATE GRANTEE’S RELATIONSHIP AS A SERVICE PROVIDER AT ANY TIME, WITH OR WITHOUT CAUSE.

Submitted by:	Accepted by:
GRANTEE:	Eloqua Limited:
Signature	By
Print Name	Its
Address:	Address 553 Richmond Street West, Suite 214 Toronto, ON M5V 1Y6
	Date Received
Witness #1 to Grantee’s Signature
Witness #2 to Grantee’s Signature

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EXHIBIT A

OPTIONS TO BE EXERCISED

The undersigned Grantee wishes to exercise the following Options:

Date of Grant # of Shares to be Acquired ISO or NSO

A-1

EXHIBIT B

ELOQUA LIMITED

Instrument of Adherence

The undersigned,                     , in order to become the owner or holder of             shares of the capital stock of ELOQUA LIMITED, a Delaware corporation (the “Company”), hereby agrees to become a party to that certain Stockholders Agreement (the “Agreement”) dated as of             , 2006, among the Company and the other parties thereto, and to be bound by all provisions thereof. The undersigned agrees to become an Existing Stockholder (as defined in the Agreement) under the terms of the Agreement. This Instrument of Adherence shall take effect and shall become a part of said Agreement immediately upon execution by the undersigned hereto and acceptance thereof by the Company.

EXECUTED as a contract under seal as of the date set forth below:

Signature:                                                                                    

Name:                                                                                           

By:                                                                                                 

Address:                                                                                       

Social Security No.:                                                                 

Date:                                                                                              

Accepted:

ELOQUA LIMITED

By:                                                                                                 

Name:

Title:

Date:                                                                                              

B-1

EXHIBIT C

ELECTION UNDER SECTION 83(b)

OF THE INTERNAL REVENUE CODE OF 1986

The undersigned taxpayer hereby elects, pursuant to the above-referenced Federal Tax Code, to include in taxpayer’s gross income for the current taxable year, the amount of any compensation taxable to taxpayer in connection with his receipt of the property described below:

1. The name, address, taxpayer identification number and taxable year of the undersigned are as follows:

NAME OF TAXPAYER: SPOUSE:

ADDRESS:

IDENTIFICATION NO.: TAXPAYER: SPOUSE:

TAXABLE YEAR:

2. The property with respect to which the election is made is described as follows:                  shares (the “Shares”) of the Common Stock of Eloqua Limited (the “Company”).

3. The date on which the property was transferred is:                                 

4. The property is subject to the following restrictions:                             

The Shares may be repurchased by the Company, or its assignee, on certain events. This right lapses with regard to a portion of the Shares based on the continued performance of services by the taxpayer over time.

5.	The fair market value at the time of transfer, determined without regard to any restriction  other than a restriction which by its
	terms will never lapse, of such property is:

6. The amount (if any) paid for such property is:

The undersigned has submitted a copy of this statement to the person for whom the services were performed in connection with the undersigned’s receipt of the above-described property. The transferee of such property is the person performing the services in connection with the transfer of said property.

The undersigned understands that the foregoing election may not be revoked except with the consent of the Commissioner of Internal Revenue.

Dated:                 , 20
	Taxpayer

C-1

The undersigned spouse of taxpayer joins in this election.

Dated:                 , 20
	Spouse

C-2

THIS PAGE C-3 IS TO BE ATTACHED TO ANY SECTION 83(b) ELECTION FILED IN CONNECTION WITH THE EXERCISE OF AN INCENTIVE STOCK OPTION.

The property described in the above Section 83(b) election is comprised of shares of common stock acquired pursuant to the exercise of an incentive stock option under Section 422 of the Internal Revenue Code (the “Code”). Accordingly, it is the intent of the taxpayer to utilize this election to achieve the following tax results:

7. The purpose of this election is to have the alternative minimum taxable income attributable to the purchased shares measured by the amount by which the fair market value of such shares at the time of their transfer to the taxpayer exceeds the purchase price paid for the shares. In the absence of this election, such alternative minimum taxable income would be measured by the spread between the fair market value of the purchased shares and the purchase price which exists on the various lapse dates in effect for the forfeiture restrictions applicable to such shares.

C-3

EXHIBIT D

INVESTMENT REPRESENTATION STATEMENT

GRANTEE:
COMPANY:	Eloqua Limited
SECURITY:	COMMON STOCK
AMOUNT:	SHARES
DATE:

In connection with the purchase of the above-listed securities (“Securities”), the undersigned Grantee represents to the Company the following:

(i) Grantee is aware of the Company’s business affairs and financial condition and has acquired sufficient information about the Company to reach an informed and knowledgeable decision to acquire the Securities. Grantee is acquiring these Securities for investment for Grantee’s own account only and not with a view to, or for resale in connection with, any “distribution” thereof within the meaning of the Securities Act of 1933, as amended (the “Securities Act”).

(ii) Grantee acknowledges and understands that the Securities constitute “restricted securities” under the Securities Act and have not been registered under the Securities Act in reliance upon a specific exemption therefrom, which exemption depends upon, among other things, the bona fide nature of Grantee’s investment intent as expressed herein. In this connection, Grantee understands that, in the view of the Securities and Exchange Commission, the statutory basis for such exemption may be unavailable if Grantee’s representation was predicated solely upon a present intention to hold these Securities for the minimum capital gains period specified under tax statutes, for a deferred sale, for or until an increase or decrease in the market price of the Securities, or for a period of one year or any other fixed period in the future. Grantee further understands that the Securities must be held indefinitely unless they are subsequently registered under the Securities Act or an exemption from such registration is available. Grantee further acknowledges and understands that the Company is under no obligation to register the Securities. Grantee understands that the certificate evidencing the Securities will be imprinted with a legend which prohibits the transfer of the Securities unless they are registered or such registration is not required in the opinion of counsel satisfactory to the Company and any other legend required under applicable state securities laws.

(iii) Grantee is familiar with the provisions of Rule 701 and Rule 144, each promulgated under the Securities Act, which, in substance, permit limited public resale of “restricted securities” acquired, directly or indirectly from the issuer thereof, in a non-public offering subject to the satisfaction of certain conditions. Rule 701

D-1

provides that if the issuer qualifies under Rule 701 at the time of the grant of the Option to the Grantee, the exercise will be exempt from registration under the Securities Act. In the event the Company becomes subject to the reporting requirements of Section 13 or l5(d) of the Securities Exchange Act of 1934, ninety (90) days thereafter (or such longer period as any market stand-off agreement may require) the Securities exempt under Rule 701 may be resold, subject to the satisfaction of certain of the conditions specified by Rule 144, including: (1) the resale being made through a broker in an unsolicited “broker’s transaction” or in transactions directly with a market maker (as said term is defined under the Securities Exchange Act of 1934); and, in the case of an affiliate, (2) the availability of certain public information about the Company, (3) the amount of Securities being sold during any three month period not exceeding the limitations specified in Rule 144(e), and (4) the timely filing of a Form 144, if applicable.

In the event that the Company does not qualify under Rule 701 at the time of grant of the Option, then the Securities may be resold in certain limited circumstances subject to the provisions of Rule 144, which requires the resale to occur not less than one year after the later of the date the Securities were sold by the Company or the date the Securities were sold by an affiliate of the Company, within the meaning of Rule 144; and, in the case of acquisition of the Securities by an affiliate, or by a non-affiliate who subsequently holds the Securities less than two years, the satisfaction of the conditions set forth in sections (1), (2), (3) and (4) of the paragraph immediately above.

(iv) Grantee further understands that in the event all of the applicable requirements of Rule 701 or 144 are not satisfied, registration under the Securities Act, compliance with Regulation A, or some other registration exemption will be required; and that, notwithstanding the fact that Rules 144 and 701 are not exclusive, the Staff of the Securities and Exchange Commission has expressed its opinion that persons proposing to sell private placement securities other than in a registered offering and otherwise than pursuant to Rules 144 or 701 will have a substantial burden of proof in establishing that an exemption from registration is available for such offers or sales, and that such persons and their respective brokers who participate in such transactions do so at their own risk. Grantee understands that no assurances can be given that any such other registration exemption will be available in such event.

Signature of Grantee:

Date:

D-2

EX-99.3

Exhibit 99.3

ELOQUA, INC.

2012 STOCK OPTION AND INCENTIVE PLAN

SECTION 1. GENERAL PURPOSE OF THE PLAN; DEFINITIONS

The name of the plan is the Eloqua, Inc. 2012 Stock Option and Incentive Plan (the “Plan”). The purpose of the Plan is to encourage and enable the officers, employees, Non-Employee Directors and other key persons (including Consultants) of Eloqua, Inc. (the “Company”) and its Subsidiaries upon whose judgment, initiative and efforts the Company largely depends for the successful conduct of its business to acquire a proprietary interest in the Company. It is anticipated that providing such persons with a direct stake in the Company’s welfare will assure a closer identification of their interests with those of the Company and its stockholders, thereby stimulating their efforts on the Company’s behalf and strengthening their desire to remain with the Company.

The following terms shall be defined as set forth below:

“Act” means the Securities Act of 1933, as amended, and the rules and regulations thereunder.

“Administrator” means either the Board or the compensation committee of the Board or a similar committee performing the functions of the compensation committee and which is comprised of not less than two Non-Employee Directors who are independent.

“Award” or “Awards,” except where referring to a particular category of grant under the Plan, shall include Incentive Stock Options, Non-Qualified Stock Options, Stock Appreciation Rights, Restricted Stock Units, Restricted Stock Awards, Unrestricted Stock Awards, Cash-Based Awards, Performance Share Awards and Dividend Equivalent Rights.

“Award Certificate” means a written or electronic document setting forth the terms and provisions applicable to an Award granted under the Plan. Each Award Certificate is subject to the terms and conditions of the Plan.

“Board” means the Board of Directors of the Company.

“Cash-Based Award” means an Award entitling the recipient to receive a cash-denominated payment.

“Code” means the Internal Revenue Code of 1986, as amended, and any successor Code, and related rules, regulations and interpretations.

“Consultant” means any natural person that provides bona fide services to the Company, and such services are not in connection with the offer or sale of securities in a capital-raising transaction and do not directly or indirectly promote or maintain a market for the Company’s securities.

“Covered Employee” means an employee who is a “Covered Employee” within the meaning of Section 162(m) of the Code.

“Dividend Equivalent Right” means an Award entitling the grantee to receive credits based on cash dividends that would have been paid on the shares of Stock specified in the Dividend Equivalent Right (or other award to which it relates) if such shares had been issued to and held by the grantee.

“Effective Date” means the date on which the Plan is approved by stockholders as set forth in Section 21.

“Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder.

“Fair Market Value” of the Stock on any given date means the fair market value of the Stock determined in good faith by the Administrator; provided, however, that if the Stock is admitted to quotation on the National Association of Securities Dealers Automated Quotation System (“NASDAQ”), NASDAQ Global Market or another national securities exchange, the determination shall be made by reference to market quotations. If there are no market quotations for such date, the determination shall be made by reference to the last date preceding such date for which there are market quotations; provided further, however, that if the date for which Fair Market Value is determined is the first day when trading prices for the Stock are reported on a national securities exchange, the Fair Market Value shall be the “Price to the Public” (or equivalent) set forth on the cover page for the final prospectus relating to the Company’s Initial Public Offering.

“Incentive Stock Option” means any Stock Option designated and qualified as an “incentive stock option” as defined in Section 422 of the Code.

“Initial Public Offering” means the consummation of the first fully underwritten, firm commitment public offering pursuant to an effective registration statement under the Act covering the offer and sale by the Company of its equity securities, or such other event as a result of or following which the Stock shall be publicly held.

“Non-Employee Director” means a member of the Board who is not also an employee of the Company or any Subsidiary.

“Non-Qualified Stock Option” means any Stock Option that is not an Incentive Stock Option.

“Option” or “Stock Option” means any option to purchase shares of Stock granted pursuant to Section 5.

“Performance-Based Award” means any Restricted Stock Award, Restricted Stock Units, Performance Share Award or Cash-Based Award granted to a Covered Employee that is intended to qualify as “performance-based compensation” under Section 162(m) of the Code and the regulations promulgated thereunder.

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“Performance Criteria” means the criteria that the Administrator selects for purposes of establishing the Performance Goal or Performance Goals for an individual for a Performance Cycle. The Performance Criteria (which shall be applicable to the organizational level specified by the Administrator, including, but not limited to, the Company or a unit, division, group, or Subsidiary of the Company) that will be used to establish Performance Goals are limited to the following: earnings before interest, taxes, depreciation and amortization, net income (loss) (either before or after any of interest, taxes, depreciation and/or amortization), changes in the market price of the Stock, economic value-added, funds from operations or similar measure, sales or revenue, acquisitions or strategic transactions, operating income (loss), cash flow (including, but not limited to, operating cash flow and free cash flow), cash balance, return on capital, assets, equity, or investment, stockholder returns, return on sales, gross or net profit levels, productivity, expense, margins, operating efficiency, customer satisfaction, working capital, earnings (loss) per share of Stock, monthly reoccurring revenue, sales qualified opportunities, product development, marketing expense, product development, sales or market shares and number of customers, any of which may be measured either in absolute terms or as compared to any incremental increase or as compared to results of a peer group.

“Performance Cycle” means one or more periods of time, which may be of varying and overlapping durations, as the Administrator may select, over which the attainment of one or more Performance Criteria will be measured for the purpose of determining a grantee’s right to and the payment of a Restricted Stock Award, Restricted Stock Units, Performance Share Award or Cash-Based Award. Each such period shall not be less than 12 months.

“Performance Goals” means, for a Performance Cycle, the specific goals established in writing by the Administrator for a Performance Cycle based upon the Performance Criteria.

“Performance Share Award” means an Award entitling the recipient to acquire shares of Stock upon the attainment of specified Performance Goals.

“Restricted Stock Award” means an Award entitling the recipient to acquire, at such purchase price (which may be zero) as determined by the Administrator, shares of Stock subject to such restrictions and conditions as the Administrator may determine at the time of grant.

“Restricted Stock Units” means an Award of phantom stock units to a grantee.

“Sale Event” shall mean (i) the sale of all or substantially all of the assets of the Company on a consolidated basis to an unrelated person or entity, (ii) a merger, reorganization or consolidation pursuant to which the holders of the Company’s outstanding voting power immediately prior to such transaction do not own a majority of the outstanding voting power of the resulting or successor entity (or its ultimate parent, if applicable) immediately upon completion of such transaction, (iii) the sale of all of the Stock of the Company to an unrelated person or entity, or (iv) any other transaction in which the owners of the Company’s outstanding voting power prior to such transaction do not own at least a majority of the outstanding voting power of the Company or any successor entity immediately upon completion of the transaction other than as a result of the acquisition of securities directly from the Company.

3

“Sale Price” means the value as determined by the Administrator of the consideration payable, or otherwise to be received by stockholders, per share of Stock pursuant to a Sale Event.

“Section 409A” means Section 409A of the Code and the regulations and other guidance promulgated thereunder.

“Stock” means the Common Stock, par value $0.0001 per share, of the Company, subject to adjustments pursuant to Section 3.

“Stock Appreciation Right” means an Award entitling the recipient to receive shares of Stock having a value equal to the excess of the Fair Market Value of the Stock on the date of exercise over the exercise price of the Stock Appreciation Right multiplied by the number of shares of Stock with respect to which the Stock Appreciation Right shall have been exercised.

“Subsidiary” means any corporation or other entity (other than the Company) in which the Company has at least a 50 percent interest, either directly or indirectly.

“Ten Percent Owner” means an employee who owns or is deemed to own (by reason of the attribution rules of Section 424(d) of the Code) more than 10 percent of the combined voting power of all classes of stock of the Company or any parent or subsidiary corporation.

“Unrestricted Stock Award” means an Award of shares of Stock free of any restrictions.

SECTION 2. ADMINISTRATION OF PLAN; ADMINISTRATOR AUTHORITY TO SELECT GRANTEES AND DETERMINE AWARDS

(a) Administration of Plan. The Plan shall be administered by the Administrator.

(b) Powers of Administrator. The Administrator shall have the power and authority to grant Awards consistent with the terms of the Plan, including the power and authority:

(i) to select the individuals to whom Awards may from time to time be granted;

(ii) to determine the time or times of grant, and the extent, if any, of Incentive Stock Options, Non-Qualified Stock Options, Stock Appreciation Rights, Restricted Stock Awards, Restricted Stock Units, Unrestricted Stock Awards, Cash-Based Awards, Performance Share Awards and Dividend Equivalent Rights, or any combination of the foregoing, granted to any one or more grantees;

(iii) to determine the number of shares of Stock to be covered by any Award;

(iv) to determine and modify from time to time the terms and conditions, including restrictions, not inconsistent with the terms of the Plan, of any Award, which terms and conditions may differ among individual Awards and grantees, and to approve the forms of Award Certificates;

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(v) to accelerate at any time the exercisability or vesting of all or any portion of any Award;

(vi) subject to the provisions of Section 5(b), to extend at any time the period in which Stock Options may be exercised; and

(vii) at any time to adopt, alter and repeal such rules, guidelines and practices for administration of the Plan and for its own acts and proceedings as it shall deem advisable; to interpret the terms and provisions of the Plan and any Award (including related written instruments); to make all determinations it deems advisable for the administration of the Plan; to decide all disputes arising in connection with the Plan; and to otherwise supervise the administration of the Plan.

All decisions and interpretations of the Administrator shall be binding on all persons, including the Company and Plan grantees.

(c) Delegation of Authority to Grant Options. Subject to applicable law, the Administrator, in its discretion, may delegate to the Chief Executive Officer of the Company all or part of the Administrator’s authority and duties with respect to the granting of Options to individuals who are (i) not subject to the reporting and other provisions of Section 16 of the Exchange Act and (ii) not Covered Employees. Any such delegation by the Administrator shall include a limitation as to the amount of Options that may be granted during the period of the delegation and shall contain guidelines as to the determination of the exercise price and the vesting criteria. The Administrator may revoke or amend the terms of a delegation at any time but such action shall not invalidate any prior actions of the Administrator’s delegate or delegates that were consistent with the terms of the Plan.

(d) Award Certificate. Awards under the Plan shall be evidenced by Award Certificates that set forth the terms, conditions and limitations for each Award which may include, without limitation, the term of an Award and the provisions applicable in the event employment or service terminates.

(e) Indemnification. Neither the Board nor the Administrator, nor any member of either or any delegate thereof, shall be liable for any act, omission, interpretation, construction or determination made in good faith in connection with the Plan, and the members of the Board and the Administrator (and any delegate thereof) shall be entitled in all cases to indemnification and reimbursement by the Company in respect of any claim, loss, damage or expense (including, without limitation, reasonable attorneys’ fees) arising or resulting therefrom to the fullest extent permitted by law and/or under the Company’s articles or bylaws or any directors’ and officers’ liability insurance coverage which may be in effect from time to time and/or any indemnification agreement between such individual and the Company.

(f) Foreign Award Recipients. Notwithstanding any provision of the Plan to the contrary, in order to comply with the laws in other countries in which the Company and its Subsidiaries operate or have employees or other individuals eligible for Awards, the Administrator, in its sole discretion, shall have the power and authority to: (i) determine which Subsidiaries shall be covered by the Plan; (ii) determine which individuals outside the United

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States are eligible to participate in the Plan; (iii) modify the terms and conditions of any Award granted to individuals outside the United States to comply with applicable foreign laws; (iv) establish subplans and modify exercise procedures and other terms and procedures, to the extent the Administrator determines such actions to be necessary or advisable (and such subplans and/or modifications shall be attached to this Plan as appendices); provided, however, that no such subplans and/or modifications shall increase the share limitations contained in Section 3(a) hereof; and (v) take any action, before or after an Award is made, that the Administrator determines to be necessary or advisable to obtain approval or comply with any local governmental regulatory exemptions or approvals. Notwithstanding the foregoing, the Administrator may not take any actions hereunder, and no Awards shall be granted, that would violate the Exchange Act or any other applicable United States securities law, the Code, or any other applicable United States governing statute or law.

SECTION 3. STOCK ISSUABLE UNDER THE PLAN; MERGERS; SUBSTITUTION

(a) Stock Issuable. The maximum number of shares of Stock reserved and available for issuance under the Plan shall be the sum of (i) three million, seven hundred fifty thousand (3,750,000) shares (the “Initial Limit”), subject to adjustment as provided in Section 3(c) (ii) the number of shares of Stock underlying any grants under the Eloqua Limited 2006 Stock Option Plan, as amended and the Eloqua Limited 2006 US Employee Stock Option Plan that are forfeited, canceled or terminated (other than by exercise) from and after the Effective Date, and (iii) on January 1, 2013 and each January 1 thereafter, the number of shares of Stock reserved and available for issuance under the Plan shall be cumulatively increased by the lesser of (x) four (4) percent of the number of shares of Stock issued and outstanding on the immediately preceding December 31 or (y) such number of shares of Stock approved by the Administrator on or prior to such immediately preceding December 31 (the “Annual Increase”). Subject to such overall limitation, the maximum aggregate number of shares of Stock that may be issued in the form of Incentive Stock Options shall not exceed the Initial Limit cumulatively increased on January 1, 2013 and on each January 1 thereafter by the lesser of the Annual Increase for such year or eight hundred thousand (800,000) shares of Stock, subject in all cases to adjustment as provided in Section 3(c). For purposes of this limitation, the shares of Stock underlying any Awards that are forfeited, canceled, held back upon exercise of an Option or settlement of an Award to cover the exercise price or tax withholding, reacquired by the Company prior to vesting, satisfied without the issuance of Stock or otherwise terminated (other than by exercise) shall be added back to the shares of Stock available for issuance under the Plan. In the event the Company repurchases shares of Stock on the open market, such shares shall not be added to the shares of Stock available for issuance under the Plan. Subject to such overall limitations, shares of Stock may be issued up to such maximum number pursuant to any type or types of Award; provided, however, that, from and after the date payment under this Plan becomes subject to the compensation deduction limits imposed by Section 162(m) of the Code, Stock Options or Stock Appreciation Rights with respect to no more than eight hundred thousand (800,000) shares of Stock may be granted to any one individual grantee during any one calendar year period, subject to adjustment as provided in Section 3(c). The shares available for issuance under the Plan may be authorized but unissued shares of Stock or shares of Stock reacquired by the Company.

(b) Changes in Stock. Subject to Section 3(c) hereof, if, as a result of any reorganization, recapitalization, reclassification, stock dividend, stock split, reverse stock split or

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other similar change in the Company’s capital stock, the outstanding shares of Stock are increased or decreased or are exchanged for a different number or kind of shares or other securities of the Company, or additional shares or new or different shares or other securities of the Company or other non-cash assets are distributed with respect to such shares of Stock or other securities, or, if, as a result of any merger or consolidation, sale of all or substantially all of the assets of the Company, the outstanding shares of Stock are converted into or exchanged for securities of the Company or any successor entity (or a parent or subsidiary thereof), the Administrator shall make an appropriate or proportionate adjustment in (i) the maximum number of shares reserved for issuance under the Plan, including the maximum number of shares that may be issued in the form of Incentive Stock Options, (ii) the number of Stock Options or Stock Appreciation Rights that can be granted to any one individual grantee and the maximum number of shares that may be granted under a Performance-Based Award, (iii) the number and kind of shares or other securities subject to any then outstanding Awards under the Plan, (iv) the repurchase price, if any, per share subject to each outstanding Restricted Stock Award, and (v) the exercise price for each share subject to any then outstanding Stock Options and Stock Appreciation Rights under the Plan, without changing the aggregate exercise price (i.e., the exercise price multiplied by the number of Stock Options and Stock Appreciation Rights) as to which such Stock Options and Stock Appreciation Rights remain exercisable. The Administrator shall also make equitable or proportionate adjustments in the number of shares subject to outstanding Awards and the exercise price and the terms of outstanding Awards to take into consideration cash dividends paid other than in the ordinary course or any other extraordinary corporate event. The adjustment by the Administrator shall be final, binding and conclusive. No fractional shares of Stock shall be issued under the Plan resulting from any such adjustment, but the Administrator in its discretion may make a cash payment in lieu of fractional shares.

(c) Mergers and Other Transactions. Except as the Administrator may otherwise specify with respect to particular Awards in the relevant Award Certificate, in the case of and subject to the consummation of a Sale Event, the Plan and all outstanding Awards granted hereunder shall terminate, unless provision is made in connection with the Sale Event in the sole discretion of the parties thereto for the assumption or continuation of Awards theretofore granted by the successor entity, or the substitution of such Awards with new Awards of the successor entity or parent thereof, with appropriate adjustment as to the number and kind of shares and, if appropriate, the per share exercise prices, as such parties shall agree (after taking into account any acceleration hereunder). In the event of such termination, (i) the Company shall have the option (in its sole discretion) to make or provide for a cash payment to the grantees holding Options and Stock Appreciation Rights, in exchange for the cancellation thereof, in an amount equal to the difference between (A) the Sale Price multiplied by the number of shares of Stock subject to outstanding Options and Stock Appreciation Rights (to the extent then exercisable (after taking into account any acceleration hereunder) at prices not in excess of the Sale Price) and (B) the aggregate exercise price of all such outstanding Options and Stock Appreciation Rights; or (ii) each grantee shall be permitted, within a specified period of time prior to the consummation of the Sale Event as determined by the Administrator, to exercise all outstanding Options and Stock Appreciation Rights (to the extent then exercisable) held by such grantee.

(d) Substitute Awards. The Administrator may grant Awards under the Plan in substitution for stock and stock based awards held by employees, directors or other key persons of another corporation in connection with the merger or consolidation of the employing

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corporation with the Company or a Subsidiary or the acquisition by the Company or a Subsidiary of property or stock of the employing corporation. The Administrator may direct that the substitute awards be granted on such terms and conditions as the Administrator considers appropriate in the circumstances. Any substitute Awards granted under the Plan shall not count against the share limitation set forth in Section 3(a).

SECTION 4. ELIGIBILITY

Grantees under the Plan will be such full or part-time officers and other employees, Non-Employee Directors and key persons (including Consultants) of the Company and its Subsidiaries as are selected from time to time by the Administrator in its sole discretion.

SECTION 5. STOCK OPTIONS

Any Stock Option granted under the Plan shall be in such form as the Administrator may from time to time approve.

Stock Options granted under the Plan may be either Incentive Stock Options or Non-Qualified Stock Options. Incentive Stock Options may be granted only to employees of the Company or any Subsidiary that is a “subsidiary corporation” within the meaning of Section 424(f) of the Code. To the extent that any Option does not qualify as an Incentive Stock Option, it shall be deemed a Non-Qualified Stock Option.

Stock Options granted pursuant to this Section 5 shall be subject to the following terms and conditions and shall contain such additional terms and conditions, not inconsistent with the terms of the Plan, as the Administrator shall deem desirable. If the Administrator so determines, Stock Options may be granted in lieu of cash compensation at the optionee’s election, subject to such terms and conditions as the Administrator may establish.

(a) Exercise Price. The exercise price per share for the Stock covered by a Stock Option granted pursuant to this Section 5 shall be determined by the Administrator at the time of grant but shall not be less than 100 percent of the Fair Market Value on the date of grant. In the case of an Incentive Stock Option that is granted to a Ten Percent Owner, the option price of such Incentive Stock Option shall be not less than 110 percent of the Fair Market Value on the grant date.

(b) Option Term. The term of each Stock Option shall be fixed by the Administrator, but no Stock Option shall be exercisable more than ten years after the date the Stock Option is granted. In the case of an Incentive Stock Option that is granted to a Ten Percent Owner, the term of such Stock Option shall be no more than five years from the date of grant.

(c) Exercisability; Rights of a Stockholder. Stock Options shall become exercisable at such time or times, whether or not in installments, as shall be determined by the Administrator at or after the grant date. The Administrator may at any time accelerate the exercisability of all or any portion of any Stock Option. An optionee shall have the rights of a stockholder only as to shares acquired upon the exercise of a Stock Option and not as to unexercised Stock Options.

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(d) Method of Exercise. Stock Options may be exercised in whole or in part, by giving written or electronic notice of exercise to the Company, specifying the number of shares to be purchased. Payment of the purchase price may be made by one or more of the following methods to the extent provided in the Option Award Certificate:

(i) In cash, by certified or bank check or other instrument acceptable to the Administrator;

(ii) Through the delivery (or attestation to the ownership) of shares of Stock that have been purchased by the optionee on the open market or that have been beneficially owned by the optionee for at least six months and that are not then subject to restrictions under any Company plan. Such surrendered shares shall be valued at Fair Market Value on the exercise date;

(iii) By the optionee delivering to the Company a properly executed exercise notice together with irrevocable instructions to a broker to promptly deliver to the Company cash or a check payable and acceptable to the Company for the purchase price; provided that in the event the optionee chooses to pay the purchase price as so provided, the optionee and the broker shall comply with such procedures and enter into such agreements of indemnity and other agreements as the Administrator shall prescribe as a condition of such payment procedure; or

(iv) With respect to Stock Options that are not Incentive Stock Options, by a “net exercise” arrangement pursuant to which the Company will reduce the number of shares of Stock issuable upon exercise by the largest whole number of shares with a Fair Market Value that does not exceed the aggregate exercise price.

Payment instruments will be received subject to collection. The transfer to the optionee on the records of the Company or of the transfer agent of the shares of Stock to be purchased pursuant to the exercise of a Stock Option will be contingent upon receipt from the optionee (or a purchaser acting in his stead in accordance with the provisions of the Stock Option) by the Company of the full purchase price for such shares and the fulfillment of any other requirements contained in the Option Award Certificate or applicable provisions of laws (including the satisfaction of any withholding taxes that the Company is obligated to withhold with respect to the optionee). In the event an optionee chooses to pay the purchase price by previously-owned shares of Stock through the attestation method, the number of shares of Stock transferred to the optionee upon the exercise of the Stock Option shall be net of the number of attested shares. In the event that the Company establishes, for itself or using the services of a third party, an automated system for the exercise of Stock Options, such as a system using an internet website or interactive voice response, then the paperless exercise of Stock Options may be permitted through the use of such an automated system.

(e) Annual Limit on Incentive Stock Options. To the extent required for “incentive stock option” treatment under Section 422 of the Code, the aggregate Fair Market Value (determined as of the time of grant) of the shares of Stock with respect to which Incentive Stock Options granted under this Plan and any other plan of the Company or its parent and subsidiary corporations become exercisable for the first time by an optionee during any calendar year shall not exceed $100,000. To the extent that any Stock Option exceeds this limit, it shall constitute a Non-Qualified Stock Option.

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SECTION 6. STOCK APPRECIATION RIGHTS

(a) Exercise Price of Stock Appreciation Rights. The exercise price of a Stock Appreciation Right shall not be less than 100 percent of the Fair Market Value of the Stock on the date of grant.

(b) Grant and Exercise of Stock Appreciation Rights. Stock Appreciation Rights may be granted by the Administrator independently of any Stock Option granted pursuant to Section 5 of the Plan.

(c) Terms and Conditions of Stock Appreciation Rights. Stock Appreciation Rights shall be subject to such terms and conditions as shall be determined from time to time by the Administrator. The term of a Stock Appreciation Right may not exceed ten years.

SECTION 7. RESTRICTED STOCK AWARDS

(a) Nature of Restricted Stock Awards. The Administrator shall determine the restrictions and conditions applicable to each Restricted Stock Award at the time of grant. Conditions may be based on continuing employment (or other service relationship) and/or achievement of pre-established performance goals and objectives. The terms and conditions of each such Award Certificate shall be determined by the Administrator, and such terms and conditions may differ among individual Awards and grantees.

(b) Rights as a Stockholder. Upon the grant of the Restricted Stock Award and payment of any applicable purchase price, a grantee shall have the rights of a stockholder with respect to the voting of the Restricted Stock and receipt of dividends, subject to such conditions contained in the Restricted Stock Award Certificate. Unless the Administrator shall otherwise determine, (i) uncertificated Restricted Stock shall be accompanied by a notation on the records of the Company or the transfer agent to the effect that they are subject to forfeiture until such Restricted Stock are vested as provided in Section 7(d) below, and (ii) certificated Restricted Stock shall remain in the possession of the Company until such Restricted Stock is vested as provided in Section 7(d) below, and the grantee shall be required, as a condition of the grant, to deliver to the Company such instruments of transfer as the Administrator may prescribe.

(c) Restrictions. Restricted Stock may not be sold, assigned, transferred, pledged or otherwise encumbered or disposed of except as specifically provided herein or in the Restricted Stock Award Certificate. Except as may otherwise be provided by the Administrator either in the Award Certificate or, subject to Section 18 below, in writing after the Award is issued, if a grantee’s employment (or other service relationship) with the Company and its Subsidiaries terminates for any reason, any Restricted Stock that has not vested at the time of termination shall automatically and without any requirement of notice to such grantee from or other action by or on behalf of, the Company be deemed to have been reacquired by the Company at its original purchase price (if any) from such grantee or such grantee’s legal representative simultaneously with such termination of employment (or other service relationship), and thereafter shall cease to represent any ownership of the Company by the grantee or rights of the grantee as a stockholder.

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Following such deemed reacquisition of unvested Restricted Stock that are represented by physical certificates, a grantee shall surrender such certificates to the Company upon request without consideration.

(d) Vesting of Restricted Stock. The Administrator at the time of grant shall specify the date or dates and/or the attainment of pre-established performance goals, objectives and other conditions on which the non-transferability of the Restricted Stock and the Company’s right of repurchase or forfeiture shall lapse. Subsequent to such date or dates and/or the attainment of such pre-established performance goals, objectives and other conditions, the shares on which all restrictions have lapsed shall no longer be Restricted Stock and shall be deemed “vested.” Except as may otherwise be provided by the Administrator either in the Award Certificate or, subject to Section 18 below, in writing after the Award is issued, a grantee’s rights in any shares of Restricted Stock that have not vested shall automatically terminate upon the grantee’s termination of employment (or other service relationship) with the Company and its Subsidiaries and such shares shall be subject to the provisions of Section 7(c) above.

SECTION 8. RESTRICTED STOCK UNITS

(a) Nature of Restricted Stock Units. The Administrator shall determine the restrictions and conditions applicable to each Restricted Stock Unit at the time of grant. Conditions may be based on continuing employment (or other service relationship) and/or achievement of pre-established performance goals and objectives. The terms and conditions of each such Award Certificate shall be determined by the Administrator, and such terms and conditions may differ among individual Awards and grantees. At the end of the deferral period, the Restricted Stock Units, to the extent vested, shall be settled in the form of shares of Stock. To the extent that an award of Restricted Stock Units is subject to Section 409A, it may contain such additional terms and conditions as the Administrator shall determine in its sole discretion in order for such Award to comply with the requirements of Section 409A.

(b) Election to Receive Restricted Stock Units in Lieu of Compensation. The Administrator may, in its sole discretion, permit a grantee to elect to receive a portion of future cash compensation otherwise due to such grantee in the form of an award of Restricted Stock Units. Any such election shall be made in writing and shall be delivered to the Company no later than the date specified by the Administrator and in accordance with Section 409A and such other rules and procedures established by the Administrator. Any such future cash compensation that the grantee elects to defer shall be converted to a fixed number of Restricted Stock Units based on the Fair Market Value of Stock on the date the compensation would otherwise have been paid to the grantee if such payment had not been deferred as provided herein. The Administrator shall have the sole right to determine whether and under what circumstances to permit such elections and to impose such limitations and other terms and conditions thereon as the Administrator deems appropriate. Any Restricted Stock Units that are elected to be received in lieu of cash compensation shall be fully vested, unless otherwise provided in the Award Certificate.

(c) Rights as a Stockholder. A grantee shall have the rights as a stockholder only as to shares of Stock acquired by the grantee upon settlement of Restricted Stock Units; provided, however, that the grantee may be credited with Dividend Equivalent Rights with respect to the phantom stock units underlying his Restricted Stock Units, subject to such terms and conditions as the Administrator may determine.

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(d) Termination. Except as may otherwise be provided by the Administrator either in the Award Certificate or, subject to Section 18 below, in writing after the Award is issued, a grantee’s right in all Restricted Stock Units that have not vested shall automatically terminate upon the grantee’s termination of employment (or cessation of service relationship) with the Company and its Subsidiaries for any reason.

SECTION 9. UNRESTRICTED STOCK AWARDS

Grant or Sale of Unrestricted Stock. The Administrator may, in its sole discretion, grant (or sell at par value or such higher purchase price determined by the Administrator) an Unrestricted Stock Award under the Plan. Unrestricted Stock Awards may be granted in respect of past services or other valid consideration, or in lieu of cash compensation due to such grantee.

SECTION 10. CASH-BASED AWARDS

Grant of Cash-Based Awards. The Administrator may, in its sole discretion, grant Cash-Based Awards to any grantee in such number or amount and upon such terms, and subject to such conditions, as the Administrator shall determine at the time of grant. The Administrator shall determine the maximum duration of the Cash-Based Award, the amount of cash to which the Cash-Based Award pertains, the conditions upon which the Cash-Based Award shall become vested or payable, and such other provisions as the Administrator shall determine. Each Cash-Based Award shall specify a cash-denominated payment amount, formula or payment ranges as determined by the Administrator. Payment, if any, with respect to a Cash-Based Award shall be made in accordance with the terms of the Award and may be made in cash or in shares of Stock, as the Administrator determines.

SECTION 11. PERFORMANCE SHARE AWARDS

(a) Nature of Performance Share Awards. The Administrator may, in its sole discretion, grant Performance Share Awards independent of, or in connection with, the granting of any other Award under the Plan. The Administrator shall determine whether and to whom Performance Share Awards shall be granted, the Performance Goals, the periods during which performance is to be measured, and such other limitations and conditions as the Administrator shall determine.

(b) Rights as a Stockholder. A grantee receiving a Performance Share Award shall have the rights of a stockholder only as to shares actually received by the grantee under the Plan and not with respect to shares subject to the Award but not actually received by the grantee. A grantee shall be entitled to receive shares of Stock under a Performance Share Award only upon satisfaction of all conditions specified in the Performance Share Award Certificate (or in a performance plan adopted by the Administrator).

(c) Termination. Except as may otherwise be provided by the Administrator either in the Award agreement or, subject to Section 18 below, in writing after the Award is issued, a grantee’s rights in all Performance Share Awards shall automatically terminate upon the grantee’s termination of employment (or cessation of service relationship) with the Company and its Subsidiaries for any reason.

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SECTION 12. PERFORMANCE-BASED AWARDS TO COVERED EMPLOYEES

(a) Performance-Based Awards. Any employee or other key person providing services to the Company and who is selected by the Administrator may be granted one or more Performance-Based Awards in the form of a Restricted Stock Award, Restricted Stock Units, Performance Share Awards or Cash-Based Award payable upon the attainment of Performance Goals that are established by the Administrator and relate to one or more of the Performance Criteria, in each case on a specified date or dates or over any period or periods determined by the Administrator. The Administrator shall define in an objective fashion the manner of calculating the Performance Criteria it selects to use for any Performance Cycle. Depending on the Performance Criteria used to establish such Performance Goals, the Performance Goals may be expressed in terms of overall Company performance or the performance of a division, business unit, or an individual. The Administrator, in its discretion, may adjust or modify the calculation of Performance Goals for such Performance Cycle in order to prevent the dilution or enlargement of the rights of an individual (i) in the event of, or in anticipation of, any unusual or extraordinary corporate item, transaction, event or development, (ii) in recognition of, or in anticipation of, any other unusual or nonrecurring events affecting the Company, or the financial statements of the Company, or (iii) in response to, or in anticipation of, changes in applicable laws, regulations, accounting principles, or business conditions provided however, that the Administrator may not exercise such discretion in a manner that would increase the Performance-Based Award granted to a Covered Employee. Each Performance-Based Award shall comply with the provisions set forth below.

(b) Grant of Performance-Based Awards. With respect to each Performance-Based Award granted to a Covered Employee, the Administrator shall select, within the first 90 days of a Performance Cycle (or, if shorter, within the maximum period allowed under Section 162(m) of the Code) the Performance Criteria for such grant, and the Performance Goals with respect to each Performance Criterion (including a threshold level of performance below which no amount will become payable with respect to such Award). Each Performance-Based Award will specify the amount payable, or the formula for determining the amount payable, upon achievement of the various applicable performance targets. The Performance Criteria established by the Administrator may be (but need not be) different for each Performance Cycle and different Performance Goals may be applicable to Performance-Based Awards to different Covered Employees.

(c) Payment of Performance-Based Awards. Following the completion of a Performance Cycle, the Administrator shall meet to review and certify in writing whether, and to what extent, the Performance Goals for the Performance Cycle have been achieved and, if so, to also calculate and certify in writing the amount of the Performance-Based Awards earned for the Performance Cycle. The Administrator shall then determine the actual size of each Covered Employee’s Performance-Based Award, and, in doing so, may reduce or eliminate the amount of the Performance-Based Award for a Covered Employee if, in its sole judgment, such reduction or elimination is appropriate.

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(d) Maximum Award Payable. The maximum Performance-Based Award payable to any one Covered Employee under the Plan for a Performance Cycle is four hundred thousand (400,000) shares of Stock (subject to adjustment as provided in Section 3(b) hereof) or $2,000,000 in the case of a Performance-Based Award that is a Cash-Based Award.

(e) This Section 12 becomes applicable from and after the date compensation paid under this Plan becomes subject to the compensation deduction limits imposed by Section 162(m) of the Code.

SECTION 13. DIVIDEND EQUIVALENT RIGHTS

(a) Dividend Equivalent Rights. A Dividend Equivalent Right may be granted hereunder to any grantee as a component of an award of Restricted Stock Units, Restricted Stock Award or Performance Share Award or as a freestanding award. The terms and conditions of Dividend Equivalent Rights shall be specified in the Award Certificate. Dividend equivalents credited to the holder of a Dividend Equivalent Right may be paid currently or may be deemed to be reinvested in additional shares of Stock, which may thereafter accrue additional equivalents. Any such reinvestment shall be at Fair Market Value on the date of reinvestment or such other price as may then apply under a dividend reinvestment plan sponsored by the Company, if any. Dividend Equivalent Rights may be settled in cash or shares of Stock or a combination thereof, in a single installment or installments. A Dividend Equivalent Right granted as a component of an award of Restricted Stock Units, Restricted Stock Award or Performance Share Award may provide that such Dividend Equivalent Right shall be settled upon settlement or payment of, or lapse of restrictions on, such other Award, and that such Dividend Equivalent Right shall expire or be forfeited or annulled under the same conditions as such other Award. A Dividend Equivalent Right granted as a component of a Restricted Stock Units, Restricted Stock Award or Performance Share Award may also contain terms and conditions different from such other Award.

(b) Interest Equivalents. Any Award under this Plan that is settled in whole or in part in cash on a deferred basis may provide in the grant for interest equivalents to be credited with respect to such cash payment. Interest equivalents may be compounded and shall be paid upon such terms and conditions as may be specified by the grant.

(c) Termination. Except as may otherwise be provided by the Administrator either in the Award Certificate or, subject to Section 18 below, in writing after the Award is issued, a grantee’s rights in all Dividend Equivalent Rights or interest equivalents granted as a component of an award of Restricted Stock Units, Restricted Stock Award or Performance Share Award that has not vested shall automatically terminate upon the grantee’s termination of employment (or cessation of service relationship) with the Company and its Subsidiaries for any reason.

SECTION 14. TRANSFERABILITY OF AWARDS

(a) Transferability. Except as provided in Section 14(b) below, during a grantee’s lifetime, his or her Awards shall be exercisable only by the grantee, or by the grantee’s legal representative or guardian in the event of the grantee’s incapacity. No Awards shall be sold, assigned, transferred or otherwise encumbered or disposed of by a grantee other than by will or

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by the laws of descent and distribution or pursuant to a domestic relations order. No Awards shall be subject, in whole or in part, to attachment, execution, or levy of any kind, and any purported transfer in violation hereof shall be null and void.

(b) Administrator Action. Notwithstanding Section 14(a), the Administrator, in its discretion, may provide either in the Award Certificate regarding a given Award or by subsequent written approval that the grantee (who is an employee or director) may transfer his or her Awards (other than any Incentive Stock Options or Restricted Stock Units) to his or her immediate family members, to trusts for the benefit of such family members, or to partnerships in which such family members are the only partners, provided that the transferee agrees in writing with the Company to be bound by all of the terms and conditions of this Plan and the applicable Award. In no event may an Award be transferred by a grantee for value.

(c) Family Member. For purposes of Section 14(b), “family member” shall mean a grantee’s child, stepchild, grandchild, parent, stepparent, grandparent, spouse, former spouse, sibling, niece, nephew, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law, including adoptive relationships, any person sharing the grantee’s household (other than a tenant of the grantee), a trust in which these persons (or the grantee) have more than 50 percent of the beneficial interest, a foundation in which these persons (or the grantee) control the management of assets, and any other entity in which these persons (or the grantee) own more than 50 percent of the voting interests.

(d) Designation of Beneficiary. Each grantee to whom an Award has been made under the Plan may designate a beneficiary or beneficiaries to exercise any Award or receive any payment under any Award payable on or after the grantee’s death. Any such designation shall be on a form provided for that purpose by the Administrator and shall not be effective until received by the Administrator. If no beneficiary has been designated by a deceased grantee, or if the designated beneficiaries have predeceased the grantee, the beneficiary shall be the grantee’s estate.

SECTION 15. TAX WITHHOLDING

(a) Payment by Grantee. Each grantee shall, no later than the date as of which the value of an Award or of any Stock or other amounts received thereunder first becomes includable in the gross income of the grantee for Federal income tax purposes, pay to the Company, or make arrangements satisfactory to the Administrator regarding payment of, any Federal, state, or local taxes of any kind required by law to be withheld by the Company with respect to such income. The Company and its Subsidiaries shall, to the extent permitted by law, have the right to deduct any such taxes from any payment of any kind otherwise due to the grantee. The Company’s obligation to deliver evidence of book entry (or stock certificates) to any grantee is subject to and conditioned on tax withholding obligations being satisfied by the grantee.

(b) Payment in Stock. Subject to approval by the Administrator, a grantee may elect to have the Company’s minimum required tax withholding obligation satisfied, in whole or in part, by authorizing the Company to withhold from shares of Stock to be issued pursuant to any Award a number of shares with an aggregate Fair Market Value (as of the date the withholding is effected) that would satisfy the withholding amount due.

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SECTION 16. SECTION 409A AWARDS

To the extent that any Award is determined to constitute “nonqualified deferred compensation” within the meaning of Section 409A (a “409A Award”), the Award shall be subject to such additional rules and requirements as specified by the Administrator from time to time in order to comply with Section 409A. In this regard, if any amount under a 409A Award is payable upon a “separation from service” (within the meaning of Section 409A) to a grantee who is then considered a “specified employee” (within the meaning of Section 409A), then no such payment shall be made prior to the date that is the earlier of (i) six months and one day after the grantee’s separation from service, or (ii) the grantee’s death, but only to the extent such delay is necessary to prevent such payment from being subject to interest, penalties and/or additional tax imposed pursuant to Section 409A. Further, the settlement of any such Award may not be accelerated except to the extent permitted by Section 409A.

SECTION 17. TRANSFER, LEAVE OF ABSENCE, ETC.

For purposes of the Plan, the following events shall not be deemed a termination of employment:

(a) a transfer to the employment of the Company from a Subsidiary or from the Company to a Subsidiary, or from one Subsidiary to another; or

(b) an approved leave of absence for military service or sickness, or for any other purpose approved by the Company, if the employee’s right to re-employment is guaranteed either by a statute or by contract or under the policy pursuant to which the leave of absence was granted or if the Administrator otherwise so provides in writing.

SECTION 18. AMENDMENTS AND TERMINATION

The Board may, at any time, amend or discontinue the Plan and the Administrator may, at any time, amend or cancel any outstanding Award for the purpose of satisfying changes in law or for any other lawful purpose, but no such action shall adversely affect rights under any outstanding Award without the holder’s consent. The Administrator is specifically authorized to exercise its discretion to reduce the exercise price of outstanding Stock Options or Stock Appreciation Rights or effect the repricing of such Awards through cancellation and re-grants. To the extent required under the rules of any securities exchange or market system on which the Stock is listed, to the extent determined by the Administrator to be required by the Code to ensure that Incentive Stock Options granted under the Plan are qualified under Section 422 of the Code, or to ensure that compensation earned under Awards qualifies as performance-based compensation under Section 162(m) of the Code, Plan amendments shall be subject to approval by the Company stockholders entitled to vote at a meeting of stockholders. Nothing in this Section 18 shall limit the Administrator’s authority to take any action permitted pursuant to Section 3(b) or 3(c).

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SECTION 19. STATUS OF PLAN

With respect to the portion of any Award that has not been exercised and any payments in cash, Stock or other consideration not received by a grantee, a grantee shall have no rights greater than those of a general creditor of the Company unless the Administrator shall otherwise expressly determine in connection with any Award or Awards. In its sole discretion, the Administrator may authorize the creation of trusts or other arrangements to meet the Company’s obligations to deliver Stock or make payments with respect to Awards hereunder, provided that the existence of such trusts or other arrangements is consistent with the foregoing sentence.

SECTION 20. GENERAL PROVISIONS

(a) No Distribution. The Administrator may require each person acquiring Stock pursuant to an Award to represent to and agree with the Company in writing that such person is acquiring the shares without a view to distribution thereof.

(b) Delivery of Stock Certificates. Stock certificates to grantees under this Plan shall be deemed delivered for all purposes when the Company or a stock transfer agent of the Company shall have mailed such certificates in the United States mail, addressed to the grantee, at the grantee’s last known address on file with the Company. Uncertificated Stock shall be deemed delivered for all purposes when the Company or a Stock transfer agent of the Company shall have given to the grantee by electronic mail (with proof of receipt) or by United States mail, addressed to the grantee, at the grantee’s last known address on file with the Company, notice of issuance and recorded the issuance in its records (which may include electronic “book entry” records). Notwithstanding anything herein to the contrary, the Company shall not be required to issue or deliver any certificates evidencing shares of Stock pursuant to the exercise of any Award, unless and until the Administrator has determined, with advice of counsel (to the extent the Administrator deems such advice necessary or advisable), that the issuance and delivery of such certificates is in compliance with all applicable laws, regulations of governmental authorities and, if applicable, the requirements of any exchange on which the shares of Stock are listed, quoted or traded. All Stock certificates delivered pursuant to the Plan shall be subject to any stop-transfer orders and other restrictions as the Administrator deems necessary or advisable to comply with federal, state or foreign jurisdiction, securities or other laws, rules and quotation system on which the Stock is listed, quoted or traded. The Administrator may place legends on any Stock certificate to reference restrictions applicable to the Stock. In addition to the terms and conditions provided herein, the Administrator may require that an individual make such reasonable covenants, agreements, and representations as the Administrator, in its discretion, deems necessary or advisable in order to comply with any such laws, regulations, or requirements. The Administrator shall have the right to require any individual to comply with any timing or other restrictions with respect to the settlement or exercise of any Award, including a window-period limitation, as may be imposed in the discretion of the Administrator.

(c) Stockholder Rights. Until Stock is deemed delivered in accordance with Section 20(b), no right to vote or receive dividends or any other rights of a stockholder will exist with respect to shares of Stock to be issued in connection with an Award, notwithstanding the exercise of a Stock Option or any other action by the grantee with respect to an Award.

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(d) Other Compensation Arrangements; No Employment Rights. Nothing contained in this Plan shall prevent the Board from adopting other or additional compensation arrangements, including trusts, and such arrangements may be either generally applicable or applicable only in specific cases. The adoption of this Plan and the grant of Awards do not confer upon any employee any right to continued employment with the Company or any Subsidiary.

(e) Trading Policy Restrictions. Option exercises and other Awards under the Plan shall be subject to the Company’s insider trading policies and procedures, as in effect from time to time.

(f) Forfeiture of Awards under Sarbanes-Oxley Act. If the Company is required to prepare an accounting restatement due to the material noncompliance of the Company, as a result of misconduct, with any financial reporting requirement under the securities laws, then any grantee who is one of the individuals subject to automatic forfeiture under Section 304 of the Sarbanes-Oxley Act of 2002 shall reimburse the Company for the amount of any Award received by such individual under the Plan during the 12-month period following the first public issuance or filing with the United States Securities and Exchange Commission, as the case may be, of the financial document embodying such financial reporting requirement.

SECTION 21. EFFECTIVE DATE OF PLAN

This Plan shall become effective upon the date specified in the stockholder approval of this Plan, in accordance with applicable state law, the Company’s bylaws and articles of incorporation, and applicable stock exchange rules or pursuant to written consent. No grants of Stock Options and other Awards may be made hereunder after the tenth anniversary of the Effective Date and no grants of Incentive Stock Options may be made hereunder after the tenth anniversary of the date the Plan is approved by the Board.

SECTION 22. GOVERNING LAW

This Plan and all Awards and actions taken thereunder shall be governed by, and construed in accordance with, the laws of the State of Delaware, applied without regard to conflict of law principles.

DATE APPROVED BY BOARD OF DIRECTORS:	May 1, 2012
DATE APPROVED BY STOCKHOLDERS:	May 3, 2012

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