S-8

As filed with the Securities and Exchange Commission on October 27, 2014

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)

1706045 Ontario Limited Stock Option Plan

LiveLOOK, Inc. 2008 Equity Incentive Plan

MICROS Systems, Inc. 1991 Stock Option Plan, as amended

TOA Technologies, Inc. Fourth Amended and Restated 2003 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 (5)	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 1706045 Ontario Limited plan (1)	26,188	$16.27 (6)	$426,079	$49.51
Common Stock, par value $0.01 per share, under the LiveLOOK plan(2)	7,395	$3.49 (7)	$25,809	$3.00
Common Stock, par value $0.01 per share, under the MICROS Systems plan(3)	1,729,757	$30.54 (8)	$52,826,779	$6,138.47
Common Stock, par value $0.01 per share, under the TOA Technologies plan(4)	282,311	$13.16 (9)	$3,715,213	$431.71

(1) This Registration Statement (the “Registration Statement”) registers the issuance of the common stock of Oracle Corporation (the “Registrant”), par value $0.01 (the “Common Stock”) issuable pursuant to equity awards assumed by the Registrant as a result of the consummation on October 23, 2014, of the transactions contemplated by the Stock Purchase Agreement, dated as of September 13, 2014, by and among the Registrant, Friar Acquisition, Inc., a subsidiary of Registrant, 1706045 Ontario Limited and certain other parties thereto.

(2) This Registration Statement also registers the issuance of Common Stock issuable pursuant to equity awards assumed by the Registrant as a result of the consummation on July 10, 2014, of the transaction contemplated by the Agreement and Plan of Merger, dated as of June 18, 2014, by and among OC Acquisition LLC, a subsidiary of Registrant, LiveLOOK, Inc. and certain other parties thereto.

(3) This Registration Statement also registers the issuance of Common Stock issuable pursuant to equity awards assumed by the Registrant as a result of the consummation on September 8, 2014, of the transaction contemplated by the Agreement and Plan of Merger, dated as of June 22, 2014, by and among OC Acquisition LLC, a subsidiary of Registrant, MICROS Systems, Inc. and certain other parties thereto.

(4) This Registration Statement also registers the issuance of Common Stock issuable pursuant to equity awards assumed by the Registrant as a result of the consummation on September 17, 2014 of the transaction contemplated by the Agreement and Plan of Merger, dated as of July 28, 2014, by and among OC Acquisition LLC, a subsidiary of Registrant, TOA Technologies, Inc. and certain other parties thereto.

(5) 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.

(6) The proposed maximum offering price per share is based on $16.27, the weighted average exercise price per share of the outstanding options to purchase 26,188 shares of Common Stock in accordance with Rule 457(h)(1) promulgated under the Securities Act.

(7) The proposed maximum offering price per share is based on $3.49, the weighted average exercise price per share of the outstanding options to purchase 7,395 shares of Common Stock in accordance with Rule 457(h)(1) promulgated under the Securities Act.

(8) The proposed maximum offering price per share is based on $30.54, the weighted average exercise price per share of the outstanding options to purchase 1,729,757 shares of Common Stock in accordance with Rule 457(h)(1) promulgated under the Securities Act.

(9) The proposed maximum offering price per share is based on $13.16, the weighted average exercise price per share of the outstanding options to purchase 282,311 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 U.S. 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, 2014 filed with the Commission on June 26, 2014 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, 2014 filed with the Commission on September 23, 2014 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 19, 2014, June 24, 2014, July 3, 2014, July 8, 2014, September 18, 2014, and September 23, 2014, 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 7 through 8 of Form S-3 (Reg. No. 333-187919), filed with the Commission on April 15, 2013, 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 Independent Registered Public Accounting Firm
24.1	Power of Attorney (included on Signature Page)
99.1	1706045 Ontario Limited Stock Option Plan
99.2	LiveLOOK, Inc. 2008 Equity Incentive Plan
99.3	MICROS Systems, Inc. 1991 Stock Option Plan, as amended
99.4	TOA Technologies, Inc. Fourth Amended and Restated 2003 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 27th day of October, 2014.

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/ SAFRA A. CATZ Safra A. Catz	Chief Executive Officer and Director (Principal Executive and Financial Officer)	October 27, 2014
/S/ MARK V. HURD Mark V. Hurd	Chief Executive Officer and Director (Principal Executive Officer)	October 27, 2014
/S/ WILLIAM COREY WEST William Corey West	Senior Vice President, Corporate Controller and Chief Accounting Officer (Principal Accounting Officer)	October 27, 2014
/S/ LAWRENCE J. ELLISON Lawrence J. Ellison	Executive Chairman of the Board of Directors and Chief Technology Officer	October 27, 2014
/S/ JEFFREY O. HENLEY Jeffrey O. Henley	Executive Vice Chairman of the Board of Directors	October 27, 2014
/S/ JEFFREY S. BERG Jeffrey S. Berg	Director	October 27, 2014
/S/ H. RAYMOND BINGHAM H. Raymond Bingham	Director	October 27, 2014

/S/ MICHAEL J. BOSKIN Michael J. Boskin	Director	October 27, 2014
/S/ BRUCE R. CHIZEN Bruce R. Chizen	Director	October 27, 2014
/S/ GEORGE H. CONRADES George H. Conrades	Director	October 27, 2014
/S/ HECTOR GARCIA-MOLINA Hector Garcia-Molina	Director	October 27, 2014
/S/ NAOMI O. SELIGMAN Naomi O. Seligman	Director	October 27, 2014

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 Independent Registered Public Accounting Firm
24.1	Power of Attorney (included on Signature Page)
99.1	1706045 Ontario Limited Stock Option Plan
99.2	LiveLOOK, Inc. 2008 Equity Incentive Plan
99.3	MICROS Systems, Inc. 1991 Stock Option Plan, as amended
99.4	TOA Technologies, Inc. Fourth Amended and Restated 2003 Incentive Plan

EX-5.1

Exhibit 5.1

[ORACLE LETTERHEAD]

October 27, 2014

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 U.S. Securities and Exchange Commission on or about October 27, 2014, in connection with the registration under the Securities Act of 1933, as amended, of 2,045,651 shares of the Common Stock of the Company, par value $0.01 (the “Shares”), of which (i) 26,188 are issuable pursuant to equity awards assumed by the Company pursuant to the terms of the Stock Purchase Agreement dated as of September 13, 2014 (the “1706045 Ontario Limited Purchase Agreement”), by and among the Company, Friar Acquisition Inc., 1706045 Ontario Limited (“1706045 Ontario”) and certain other parties thereto, (ii) 7,395 are issuable pursuant to equity awards assumed by the Company pursuant to the terms of the Agreement and Plan of Merger dated as of June 18, 2014 (the “LiveLOOK Merger Agreement”), by and among the Company, OC Acquisition LLC, LiveLOOK, Inc. (“LiveLOOK”) and certain other parties thereto, (iii) 1,729,757 are issuable pursuant to equity awards assumed by the Company pursuant to the terms of the Agreement and Plan of Merger dated as of June 22, 2014 (the “MICROS Merger Agreement”), by and among the Company, OC Acquisition LLC, MICROS Systems, Inc. (“MICROS”) and certain other parties thereto, and (iv) 282,311 are issuable pursuant to equity awards assumed by the Company pursuant to the terms of the Agreement and Plan of Merger dated as of July 28, 2014 (together with the 1706045 Ontario Limited Purchase Agreement, the LiveLOOK Merger Agreement and the MICROS Merger Agreement, the “Acquisition Agreements”), by and among the Company, OC Acquisition LLC, TOA Technologies, Inc. (“TOA”) and certain other parties thereto. Pursuant to the Acquisition Agreements, the Company assumed outstanding equity awards of 1706045 Ontario under the 1706045 Ontario Limited Stock Option Plan (the “1706045 Ontario Plan”), outstanding equity awards of LiveLOOK under the LiveLOOK, Inc. 2008 Equity Incentive Plan (the “LiveLOOK Plan”), outstanding equity awards of MICROS under the MICROS Systems, Inc. 1991 Stock Option Plan, as amended (the “MICROS Plan”) and outstanding equity awards of TOA under the TOA Technologies, Inc. Fourth Amended and Restated 2003 Incentive Plan (each, together with the 1706045 Ontario Plan, the LiveLOOK Plan and the MICROS 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 Independent Registered Public Accounting Firm

We consent to the incorporation by reference in the Registration Statement (Form S-8) pertaining to the 1706045 Ontario Limited Stock Option Plan, as amended, the LiveLOOK, Inc. 2008 Equity Incentive Plan, the MICROS Systems, Inc. 1991 Stock Option Plan, as amended, and the TOA Technologies, Inc. Fourth Amended and Restated 2003 Incentive Plan of our reports dated June 26, 2014, 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, 2014, filed with the Securities and Exchange Commission.

/s/ Ernst & Young LLP

San Jose, California

October 27, 2014

EX-99.1

Exhibit 99.1

1706045 ONTARIO LIMITED

STOCK OPTION PLAN

TABLE OF CONTENTS

		Page
SECTION 1.	INTERPRETATION AND ADMINISTRATIVE PROVISIONS		1
1.1	Purposes		1
1.2	Definitions		1
1.3	Interpretation		3
1.4	Governing Law		4
1.5	Currency		4
SECTION 2.	ADMINISTRATION, AMENDMENT AND TERMINATION		4
2.1	Administration		4
2.2	Amendment and Termination		4
2.3	Amendment on Consent		4
2.4	Compliance with Laws		5
2.5	Survival		5
2.6	No Liability		5
SECTION 3.	SHARES RESERVED FOR ISSUANCE IN UNFUNDED PLAN		6
3.1	Shares Reserved for Issuance		6
3.2	No Fractional Shares		6
3.3	Unfunded Plan		6
SECTION 4.	GRANT OF OPTIONS AND RIGHTS OF PARTICIPANTS		6
4.1	Grant of Options and Option Grant Agreements		6
4.2	Exercise Price of Options		6
4.3	Prohibition on Transfer, Assignment or Pledge of Options		6
4.4	Non-Exclusivity		7
4.5	No Special Rights		7
4.6	Other Benefits		7
4.7	Participants are not Shareholders		7
SECTION 5.	VESTING AND EXERCISE OF OPTIONS		7
5.1	Vesting Date		7
5.2	Exercise Procedure		8
5.3	Withholding		8

-i-

TABLE OF CONTENTS

(continued)

		Page
SECTION 6.	EXPIRATION, TERMINATION, RETIREMENT, DEATH OR RESIGNATION		8
6.1	Expiry of Options		8
6.2	Termination Event and Liquidity Event		8
6.3	End of Participation		9
SECTION 7.	ASSUMPTION, SUBSTITUTION AND ADJUSTMENT		9
7.1	Assumption or Substitution		9
7.2	Capital Adjustments		10
7.3	Adjustments not Affected		10
SECTION 8.	GENERAL		11
8.1	Successors and Assigns		11
8.2	Tax Consequences		11
8.3	Costs		11
8.4	Notices		11
8.5	Effective Date		11

Schedule “A”

Option Grant Agreement

Schedule “B”

Exercise Notice

-ii-

1706045 ONTARIO LIMITED

STOCK OPTION PLAN

Section 1. Interpretation and Administrative Provisions

1.1 Purposes

This Plan has been established to provide long-term incentives to attract, motivate and retain certain key members of management and independent contractors of the Corporation and its Affiliates and to ensure that their interests are aligned with those of the Corporation and its Affiliates.

1.2 Definitions

In this Plan, the terms set out below have the following meanings:

“Administrator” means the compensation committee of the Board (to the extent such committee has been formed and empowered to make decisions) or in all other cases, the Board.

“Affiliate” means in respect of a person or company, another person or company that would be considered to be an “affiliated entity” in respect of such person or company for the purpose of National Instrument 45-106 - Prospectus and Registration Exemptions.

“Board” means the board of directors of the Corporation.

“Cause” means, (i) if the relevant Person has a written employment or contracting contract with a member of the Corporate Group that defines “Cause”, the meaning attributed to such term in such employment or contracting agreement; (ii) unless prescribed otherwise by law, if the relevant Person has no such written employment or contracting agreement and works in the United States, termination of such Person’s service, as an employee or otherwise, with a member of the Corporate Group principally because (a) of his or her breach of any agreement with a member of the Corporate Group, (b) he or she commits any act of dishonesty toward such entity, theft of corporate property or unethical business conduct, or is convicted of any misdemeanor or felony involving dishonest, immoral or unethical conduct, or (c) he or she commits any act of insubordination, fails to comply with any instructions of the president or board of directors of a member of the Corporate Group, or commits any act or omission which the board of directors of a member of the Corporate Group determines, in good faith, may materially adversely affect such entity’s business or operations, unless he or she cures such action or omission within five (5) days after notice from such entity; (iii) otherwise, just cause for termination of employment or contracting as prescribed by applicable law or determined by the courts of the applicable jurisdiction;

“Common Share” means a common share in the capital of the Corporation.

“Corporate Group” means the Corporation and its subsidiaries.

1706045 Ontario Limited Stock Option Plan Page 2 of 11

“Corporation” means 1706045 Ontario Limited and its successors.

“Distribution” means a distribution of securities to the public by way of a prospectus, registration statement or similar offering document under securities legislation in any applicable jurisdiction;

“Eligible Participant” means any Key Person who is designated by the Administrator to participate in the Plan.

“Exercise Price” means the price the optionholder must pay to exercise an Option to acquire a Common Share as set out in this Plan.

“Fair Market Value” means the fair market value of a Common Share as determined by the Administrator from time to time. The Administrator shall determine the fair market value of a Common Share based upon a reasonable application of a reasonable valuation method, which takes into consideration all available information material to the value of the Corporation. Factors to be considered under a reasonable valuation method include the: (i) value of the Corporation’s tangible and intangible assets; (2) present value of the Corporation’s anticipated future cash flows; (3) public trading price or private sale price for stock or equity interests of similarly situated companies; (4) recent arm’s length transactions involving the sale or transfer of the Corporation’s Common Shares; and (5) any other relevant factors, such as control premiums or marketability discounts and whether the particular valuation method is used by the Corporation for other material purposes.

“Key Person” means a key executive of any member of the Corporate Group or an independent contractor who directly or indirectly provides services to any member of the Corporate Group.

“Key Person Options” or “Options” means those options granted pursuant to the terms of this Plan to Key Persons.

“Liquidity Event” means a sale of 100% of, or a Qualified Initial Public Offering involving, the Corporation, or the sale of all or substantially all of the assets of the Corporation, or such other event designated as a “Liquidity Event” by the Board.

“Participant” means an Eligible Participant to whom an Option has been granted who continues to hold the Option.

“Plan” means this Stock Option Plan, as amended, restated, supplemented or replaced from time to time.

“Qualified Initial Public Offering” means the first Distribution by a member of the Corporate Group of shares of a member of the Corporate Group (for the purposes of this definition only, “shares”) or, the sale of trust units, or similar securities by an entity which has a direct or indirect interest in the shares or assets of a member of the Corporate Group or any similar offering which offering results in shares being issued from treasury or sold to the public and the concurrent listing of shares on one or more stock exchanges or quotation systems in Canada or the United States of America approved by the Board.

1706045 Ontario Limited Stock Option Plan Page 3 of 11

“Retirement” means the date an Eligible Participant voluntarily ceases employment or retainer with all members of the Corporate Group after the date such holder turns 65.

“Resignation” means the resignation or other voluntary cessation of employment or retainer with all members of the Corporate Group (including for greater certainty the termination by an independent contractor of its contracting agreement), other than Retirement.

“Shareholders’ Agreement” means the amended and restated unanimous shareholders’ agreement dated October 27, 2008 among all holders of Common Shares of the Corporation and certain other parties, as amended, restated, supplemented or replaced from time to time.

“Termination Event” means the date a Participant ceases, for any reason (including death, disability, incapacity, Retirement, Resignation, Termination with Good Reason and termination with or without Cause), to be actively employed or retained by the Corporation and its Subsidiaries in no greater capacity than that which is substantially the same capacity as that Participant was employed or retained at the time of the grant of Options to him or her, and does not include any period of statutory, contractual or reasonable notice of termination of employment or deemed employment.

“Termination with Good Reason” has the meaning attributed to such term (or a similar term) as used in the written employment agreement of the particular Participant (and for greater certainty, if such Participant does not have a written employment agreement or if such Participant does have a written employment agreement but that written employment agreement does not define “Good Reason” or a similar term, the term “Termination with Good Reason” shall not be applicable to that Participant).

“vesting” means the crystallization of a right to an Option, but always subject to the provisions herein, including the circumstances in which those rights become exercisable and the potential termination of those rights in circumstances specified herein; and the words “vest”, “vested” and similar words have corresponding meanings.

1.3 Interpretation

Capitalized terms defined in the Shareholders’ Agreement and not otherwise defined herein shall have the same meaning herein as in the Shareholders’ Agreement. In this Plan, references to Sections and Schedules are references to sections and schedules to this Plan, unless expressly stated otherwise. Where the context so requires, words importing the singular number include the plural and vice versa, and words importing the masculine gender also include the feminine and neuter genders. The use of headings in this Plan is for convenience only and does not affect the interpretation of the Plan. In this Plan, “including” means “including, without limitation”, except as otherwise expressly provided.

1706045 Ontario Limited Stock Option Plan Page 4 of 11

1.4 Governing Law

This Plan is governed by, and interpreted and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein.

1.5 Currency

All references to currency in this Plan and an Option Grant Agreement refer to Canadian currency.

Section 2. Administration, Amendment and Termination

2.1 Administration

The Board delegates the administration of this Plan and any and all matters related to, connected with or arising out of this Plan to the Administrator. The Board may revoke or amend this delegation from time to time in its sole and absolute discretion. The Administrator has the sole and absolute discretion to: (a) grant Options to Eligible Participants; (b) determine the Exercise Price, vesting, terms, limitations, restrictions and conditions upon such grants; (c) interpret and administer the Plan; (d) establish, amend and rescind any rules and regulations relating to the Plan, subject to obtaining the required approvals, if any, of the relevant regulatory authority, or the shareholders of the Corporation or the Board; (e) effect any repurchase of Options or Common Shares; and (f) make any other determinations that the Administrator deems necessary or desirable for the administration of the Plan. The Administrator may correct any defect or supply any omission or reconcile any inconsistency in the Plan, in the manner and to the extent the Administrator deems, in its sole and absolute discretion, necessary or desirable, subject to obtaining the required approvals, if any, of the relevant regulatory authority, or the shareholders of the Corporation or the Board. Any decision of the Administrator with respect to the administration of the Plan shall be conclusive and binding on the Participants. The Administrator shall report to the Board as required by the Board from time to time.

2.2 Amendment and Termination

The Administrator may amend, suspend or terminate this Plan or any portion thereof at any time in accordance with applicable legislation, and subject to the required approvals, if any, of the relevant regulatory authority, or the shareholders of the Corporation or the Board. No amendment, suspension or termination may adversely affect any outstanding Options, or any rights pursuant thereto, granted previously to any Participant without the consent of that Participant.

2.3 Amendment on Consent

Notwithstanding anything contained in Section 2.1, with the consent of the Participant affected thereby, the Administrator may amend or modify any outstanding Option in any manner to the extent that the Administrator would have had the authority to initially grant the award as so modified or amended including, without limitation, to change the date or dates as of which, or the price at which, an Option vests and becomes exercisable, subject to obtaining the required approvals, if any, of the relevant regulatory authority, or the shareholders of the Corporation or the Board.

1706045 Ontario Limited Stock Option Plan Page 5 of 11

2.4 Compliance with Laws

The Administrator may postpone any exercise of any Option or the issue of any Common Shares pursuant to this Plan for as long as the Administrator in its sole and absolute discretion may deem necessary in order to permit the Corporation to effect or maintain qualification of the Common Shares issuable pursuant thereto under the securities laws of any applicable jurisdiction, or to determine that the Common Shares are exempt from that qualification. The Corporation is not obligated by any provision of this Plan or grant hereunder to sell or issue Common Shares in violation of the law of any government having jurisdiction therein.

2.5 Survival

If this Plan is terminated, the provisions of this Plan and any administrative guidelines, and other rules adopted by the Administrator and in force at the time of this Plan, will continue in effect as long as an Option or any rights pursuant thereto remain outstanding. However, notwithstanding the termination of the Plan, the Administrator may make any amendments to the Plan or the Options it would be entitled to make if the Plan were still in effect (provided, for greater certainty, no such amendment may adversely affect any outstanding Options, or any rights pursuant thereto, granted previously to any Participant without the consent of that Participant).

2.6 No Liability

The members of the Corporate Group, each of their boards of directors and each respective director thereof will not be liable or responsible:

(a) for any act or omission, if taken or omitted in good faith, or for the exercise of an authority or discretion granted in connection with the Plan to the Administrator;

(b) for any tax consequences to the Participant as a result of the Participant’s participation in the Plan; or

(c) to any Participant for any loss resulting from a decline in the value of an Option or Common Share, if any.

2.7 No Repricing

In no event shall the Administrator have the right, without shareholder approval, to (a) lower the Exercise Price of an Option after it is granted, except in connection with adjustments as provided in Section 7, or (b) take any other action that is treated as a repricing under generally accepted accounting principles.

1706045 Ontario Limited Stock Option Plan Page 6 of 11

Section 3. Shares Reserved for Issuance in Unfunded Plan

3.1 Shares Reserved for Issuance

Two million five hundred thousand of the authorized Common Shares are available for issuance under this Plan, provided that Common Shares available for issuance pursuant to Options that are cancelled or terminated prior to their expiry without having been exercised will again be available for issuance under this Plan. The total number of Common Shares reserved for issuance under the Plan may be increased, as determined by the Administrator and permitted by law, subject to obtaining the required approvals, if any, of the relevant regulatory authority, or the shareholders of the Corporation or the Board and the exercise of any pre-emptive rights held by any of the shareholders of the Corporation.

3.2 No Fractional Shares

No fractional Common Shares may be issued and the Administrator will determine the manner in which any fractional Common Shares or rights to acquire fractional Common Shares are to be addressed.

3.3 Unfunded Plan

This Plan is unfunded. To the extent any individual holds any rights under the Plan, such rights, unless otherwise determined by the Administrator, are no greater than the rights of a general unsecured creditor of the Corporation.

Section 4. Grant of Options and Rights of Participants

4.1 Grant of Options and Option Grant Agreements

Subject to the terms of this Plan, the Administrator may grant Key Person Options at any time to Eligible Participants in its sole and absolute discretion.

Each grant of Options must be confirmed by an agreement (an “Option Grant Agreement”) substantially in the form attached as Schedule “A” or as may be determined by the Administrator in its sole and absolute discretion, and signed by the Corporation and by the Participant acknowledging that the Participant agrees to be bound by the terms of this Plan and the Shareholders’ Agreement.

4.2 Exercise Price of Options

A Key Person Option shall have an Exercise Price set by the Administrator, provided however that the Exercise Price must not be lower than Fair Market Value.

4.3 Prohibition on Transfer, Assignment or Pledge of Options

Options are personal to the Participant. No Participant may deal with any Option or any interest in it nor may any Option be transferred or assigned except on death or incapacity of such Participant, in which case such Participant’s Options shall be transferred to his or her executors or other personal legal representatives. Any other purported transfer or assignment of any Option will not be valid and the Corporation will not issue any Common Share upon the attempted exercise of a transferred or assigned Option. A Participant may not mortgage, hypothecate, pledge or grant a security interest in any Option.

1706045 Ontario Limited Stock Option Plan Page 7 of 11

4.4 Non-Exclusivity

Nothing in this Plan will prevent the Administrator from adopting other or additional compensation arrangements for the benefit of any Participant, subject to obtaining the required approvals, if any, of the relevant regulatory authority, or the shareholders of the Corporation or the Board.

4.5 No Special Rights

Nothing contained in the Plan or in any Option will confer upon any Participant any right to the continuation of the Participant’s employment, office or services with any member of the Corporate Group, or interfere in any way with the right of any member of the Corporate Group at any time to terminate that employment, office or services, or to increase or decrease the compensation of the Participant.

4.6 Other Benefits

The amount of any compensation deemed to be received by a Participant as a result of the exercise of an Option or the sale of a Common Share received upon an exercise of an Option will not constitute compensation with respect to which any other employee or other benefits of that Participant are determined, including, without limitation, benefits under any bonus, pension, profit-sharing, insurance or salary continuation plan, except as otherwise specifically determined by the Administrator.

4.7 Participants are not Shareholders

A Participant is not and is not deemed to be a shareholder of the Corporation and has no rights as a shareholder of the Corporation, until an Option is properly exercised and the Common Share issued.

Section 5. Vesting and Exercise of Options

5.1 Vesting Date

Unless otherwise stipulated in the Plan or the applicable Option Grant Agreement, unvested Key Person Options will vest at the rate of 1/16^th at the end of each fully completed calendar quarter following the date of the grant and are exercisable only upon the occurrence of a Liquidity Event. Unless otherwise stipulated in the applicable Option Grant Agreement, upon a Liquidity Event, all vested Key Person Options will become exercisable in connection with that Liquidity Event and all unvested Key Person Options expire upon the closing of the Liquidity Event.

1706045 Ontario Limited Stock Option Plan Page 8 of 11

5.2 Exercise Procedure

Subject to the provisions of this Plan, vested exercisable Options may be exercised in whole or in part in respect of a whole number of Common Shares and by delivering to the Secretary of the Corporation an executed and completed Exercise Notice in the form attached as Schedule “B”, a certified cheque or bank draft payable to the Corporation in an amount equal to the aggregate Exercise Price of the Common Shares to be acquired pursuant to the exercise of the Option, and if not already done so by virtue of a prior exercise of Options, an executed Shareholders’ Agreement or agreement to be bound thereby, in the form required by the Administrator. On receipt of the foregoing and subject to the terms of this Plan, the number of Common Shares in respect of which the Option is exercised will be issued as fully paid and non-assessable.

5.3 Withholding

It shall be a condition to the obligation of the Corporation to issue Common Shares upon exercise of an Option, that the Participant pay to the Corporation, upon its demand, such amount as may be requested by the Corporation for the purpose of satisfying any liability to withhold federal, provincial, state or local income or other taxes.

Section 6. Expiration, Termination, Retirement, Death or Resignation

6.1 Expiry of Options

Each Option will expire on the date which is 20 years after the date on which it is granted, or on such earlier date as herein provided. On the expiry of an Option on such date or any earlier date pursuant to the terms of this Plan, the Option will be null, void and of no effect. Notwithstanding anything in this Plan, no Option may be exercised beyond its expiry.

6.2 Termination Event and Liquidity Event

Termination Event

Except as expressly provided in this Plan or the applicable Option Grant Agreement, all Key Person Options, whether or not vested or exercisable, expire on the earliest Termination Event.

Cause

Upon a Termination Event that is due to the termination of the employment or services arrangement with Cause of the holder of Key Person Options, all Key Person Options that were held by that Participant at the time of such Termination Event expire immediately.

Resignation other than Retirement; Without Cause; Termination with Good Reason; Expiry of Services Agreement

Upon a Termination Event that is due to the Resignation of the holder of Key Person Options, the termination by the Corporation without Cause of the employment or services of the holder of Key Person Options, the Termination for Good Reason by the holder of Key Person Options or the expiry of the applicable services agreement, all unvested Key Person Options held by such Participant at the time of such Termination Event shall expire immediately and all Key Person Options held by that Participant that were vested at the time of such Termination Event shall expire on the earlier of (i) the date of a Liquidity Event; and (ii) 12 months following the date of such Termination Event (even if, for greater certainty, such vested Key Person Options did not become exercisable during such 12-month period).

1706045 Ontario Limited Stock Option Plan Page 9 of 11

Other Termination Events

Upon any Termination Event that is due to Retirement or any other Termination Event, other than a termination with or without Cause, Resignation, Termination for Good Reason or the expiry of the applicable services agreement, all unvested Key Person Options held by such Participant at the time of such Termination Event shall expire immediately and all Key Person Options held by that Participant that were vested at the time of such Termination Event shall expire on the earlier of (i) the date of a Liquidity Event; and (ii) 48 months following such Termination Event (even if, for greater certainty, such vested Key Person Options did not become exercisable during such 48-month period).

Notwithstanding anything contained in the previous paragraph, if a Termination Event was due to the Retirement of a holder of Key Person Options, and at any time during the 48 months following such Retirement, that holder of Key Person Options ceases to be fully retired from employment or other position or retainer involving remuneration for services or activities (including self-employment), then such Termination Event shall retroactively be deemed to have been due to the Resignation, and not the Retirement, of that holder of Key Person Options, and, for greater certainty, the provisions relating to a Termination Event that is due to a Resignation, and not the provisions in the preceding paragraph, shall be deemed to have applied retroactively to the date of such Termination Event.

Liquidity Event

All vested Options (including those Options that vest in conjunction with a Liquidity Event) must be exercised at or prior to the Liquidity Event or else they expire upon the closing of that Liquidity Event, and all otherwise unvested Options expire upon the closing of that Liquidity Event. Notwithstanding the foregoing, in the event of a Liquidity Event that involves an acquiring corporation, the acquiring corporation may assume the Plan, including any unvested Options, pursuant to the terms of the corresponding acquisition agreement, in which case any such assumed Options will not expire upon the closing of that Liquidity Event and no further grants may be made under the Plan.

6.3 End of Participation

Notwithstanding anything to the contrary contained herein, at the time a Participant ceases to hold Options which are or may become exercisable, the Participant ceases to be a Participant.

Section 7. Assumption, Substitution and Adjustment

7.1 Assumption or Substitution

In the event the Common Shares are converted into other property, whether in the form of securities of another corporation, cash or otherwise, in circumstances that do not constitute a Liquidity Event (each a “Substitution Event”), then any surviving or acquiring corporation shall assume any Option outstanding under the Plan or shall substitute similar Options (including an

1706045 Ontario Limited Stock Option Plan Page 10 of 11

award to acquire the same consideration paid to the securityholders in the transaction effecting the Substitution Event) for those Options outstanding under the Plan. In the event any surviving corporation or acquiring corporation refuses in connection with a Substitution Event to assume such Options or to substitute similar stock options for those Options outstanding under the Plan, then with respect to such Options, the vesting of such Options (and, if applicable, the time during which such Options may be exercised) will accelerate in full, and the Options will terminate if not exercised (if applicable) at or prior to such event. For greater certainty, this Section 7.1 shall not apply in the circumstances of an event determined or designated as a Liquidity Event.

No fractional Common Shares or other securities will be issued upon the exercise of any Option and accordingly, if as a result of a Substitution Event, a Participant would become entitled to a fractional Common Share or other security, such Participant shall have the right to acquire only the next lowest whole number of Common Shares or other securities and no payment or other adjustment will be made with respect to the fractional interest so disregarded.

Notwithstanding any other provision of this Plan, in the event of a potential Substitution Event, the Administrator shall have the power to make such changes to the terms of the Options as it considers fair and appropriate in the circumstances including, without limitation (a) accelerating the date at which Options become exercisable; (b) otherwise modifying the terms of the Options to assist the Participants to tender into a take-over bid or other arrangement leading to the Substitution Event; and thereafter (c) terminating, conditionally or otherwise, the Options not exercised following successful completion of such Substitution Event. If the Substitution Event referred to in this Section 7.1 is not completed within the time specified therein (as the same may be extended), the Common Shares issued pursuant to this Section 7.1 will be returned by the Participant to the Corporation and reinstated as authorized but unissued Common Shares and the original terms applicable to such Options will be reinstated.

7.2 Capital Adjustments

In the event of any stock dividend, stock split, combination or exchange of shares, merger or consolidation or any other change in the capital of the Corporation affecting Common Shares, other than cash dividends or distributions, the Administrator may make such proportionate adjustments, if any, as the Administrator in its sole discretion may deem appropriate to reflect such change (for the purpose of preserving the value of the Options), with respect to (a) the number or kind of shares or other securities reserved for issuance pursuant to this Plan; and (b) the number or kind of shares or other securities subject to unexercised Options previously granted and the exercise price of those Options; provided, however, that no substitution or adjustment will obligate the Corporation to issue or sell fractional shares.

7.3 Adjustments not Affected

The existence of any Options does not affect in any way the right or power of any member of the Corporate Group or any of their respective shareholders to make, authorize or determine any adjustment, recapitalization, reorganization or any other change in the capital structure or the business of, or any amalgamation, merger or consolidation involving, to create or issue any bonds, debentures, shares or other securities of, or to determine the rights and conditions attaching thereto, to effect the dissolution or liquidation of or any sale or transfer of all or any

1706045 Ontario Limited Stock Option Plan Page 11 of 11

part of the assets or the business of, or to effect any other corporate act or proceeding relating to, whether of a similar character or otherwise, such member of the Corporate Group, whether or not any such action referred to in this Section 7.3 would have an adverse effect on this Plan or any Option granted hereunder, but otherwise subject to this Section 7 and the Shareholders’ Agreement.

Section 8. General

8.1 Successors and Assigns

The Plan will be binding on all successors and assigns of the Corporation including, without limitation, any receiver or trustee in bankruptcy or representative of the Corporation’s creditors.

8.2 Tax Consequences

It is the responsibility of the Participant to complete and file any tax returns that may be required under any applicable tax laws within the periods specified in those laws as a result of the Participant’s participation in the Plan.

8.3 Costs

The costs of the operation of the Plan will be borne by the members of the Corporate Group as they determine.

8.4 Notices

All notices under the Plan will be in writing, and if to the Corporation, will be delivered to the Corporation by registered mail, fax or e-mail to its head office, and if to a Participant, will be delivered personally or sent by registered mail, fax or e-mail to the Participant at the mailing address, telecopier number or e-mail address which the Participant will give for the purpose, or failing any such address or number, by registered mail to the Participant’s last known place of residence.

8.5 Effective Date

This Plan is effective on October 27, 2008.

1706045 ONTARIO LIMITED

STOCK OPTION PLAN

SCHEDULE “A”

OPTION GRANT AGREEMENT

This Option Grant Agreement is entered into pursuant to the 1706045 Ontario Limited Stock Option Plan, as amended, restated, supplemented or replaced from time to time (the “Plan”), a current copy of which as at the date hereof is attached hereto. 1706045 Ontario Limited (the “Corporation”) hereby grants to the undersigned individual (the “Participant”)             Options (the “Option Grant”) to acquire the following number of Common Shares pursuant to the Plan at the following Exercise Price:

Date of Grant:

Number of Common Shares:

Exercise Price per Common Share as of the date hereof:

All capitalized terms not defined in this Option Grant Agreement have the meaning set out in the Plan.

Subject to earlier expiry in accordance with the Plan, the Options shall cease to be exercisable and shall expire 20 years from the date of this grant. The Options will vest and become exercisable as set out in the Plan.

The Corporation and the Participant understand and agree that the granting and exercise of these Options are subject to the terms and conditions of the Plan, all of which are incorporated into and form a part of this Option Grant Agreement. No later than upon the exercise of an Option, the Participant will be subject to the terms and conditions of the Shareholders’ Agreement and will execute such documents as may be required.

1706045 ONTARIO LIMITED
Per:
	Date

Participant Acknowledgment

By accepting these Options, I acknowledge that:

(a) I have had sufficient time to review and consider the Plan thoroughly;

1706045 Ontario Limited

Stock Option Plan

(b) I have read and understand the terms of the Plan and my obligations thereunder and I agree to the terms and conditions of the Plan and this Option Grant Agreement;

(c) I have been given an opportunity to obtain independent legal advice, or such other advice as I may desire, concerning the interpretation and effect of the Plan;

(d) this Option Grant is accepted voluntarily and without any pressure and I have not been induced to enter into this Option Grant Agreement or acquire any Option by expectation of employment or retainer or continued employment or retainer with the Corporation or any other member of the Corporate Group;

(e) the Common Shares are not qualified for distribution to the public in any jurisdiction, that the Option Grant is being made pursuant to an exemption from the requirements of applicable securities legislation and that it is intended that the issue of any Common Shares upon any exercise by me of all or part of these Options shall also be made pursuant to an exemption from the requirements of applicable securities legislation; and

(f) (i) the terms of this Option Grant and my other compensation and equity arrangements are confidential, (ii) I will not at any time before or after exercise of any of these Options or before or after termination of my employment or retainer divulge any of such terms to any person other than my legal or accounting advisors who have been advised of the confidential nature of such terms and have agreed not to divulge any of such terms and otherwise as may be required by law, (iii) my obligations herein shall survive the exercise or termination of this Option Grant, (iv) any breach, attempted breach or threatened breach by me of these provisions cannot be remedied solely by damages, and (v) accordingly, if I breach or threaten to breach these provisions, any member of the Corporate Group shall be entitled to injunctive relief restraining me and any person participating in such a breach, attempted breach or threatened breach, provided that nothing herein shall be construed as prohibiting any member of the Corporate Group from pursuing any other remedies available at law or in equity for such breach, attempted breach or threatened breach, including the recovery of damages.

WITNESS:
Signature	Signature
Name (please print)	Name (please print)
	Date

1706045 ONTARIO LIMITED

STOCK OPTION PLAN

SCHEDULE “B”

EXERCISE NOTICE

TO: 1706045 Ontario Limited (the “Corporation”)

Attention: The Secretary of the Corporation

All capitalized terms not defined in this Exercise Notice have the meaning set out in the 1706045 Ontario Limited Stock Option Plan (the “Plan”).

Pursuant to the Plan, the undersigned elects to purchase the following number of Common Shares, and encloses a certified cheque or bank draft payable to the Corporation in the aggregate amount set out below:

Options exercised pursuant to the grant dated:
Number of Common Shares to be purchased:
At an Exercise Price per Common Share of:	$
For an aggregate Exercise Price of:	$

The undersigned requests that the Common Shares be issued in the name of the Designated Representative appointed pursuant to the Shareholders’ Agreement.

The Common Shares represented by the issued share certificate will be subject to restrictions on transfer, as well as all of the terms and conditions in the Shareholders’ Agreement.

Undersigned Acknowledgment

I have read and understood the terms set out above. Specifically, by executing this exercise notice, and purchasing Common Shares, I acknowledge that I have read the Shareholders’ Agreement and agree to be bound thereby as a contracting party as if I had originally signed such agreement as a Management Shareholder, and that all Common Shares held by me, currently and in the future, are subject to the Shareholders’ Agreement, as the same may be amended, restated, supplemented or replaced from time to time. I represent, warrant and covenant that:

(a) except for rights arising under the Shareholders’ Agreement, such Common Shares are not subject to any mortgage, lien, charge, pledge, encumbrance, security interest or adverse claim and that no person has any rights to become a holder or possessor of any of such Common Shares or of the certificates or instruments representing the same;

(b) I have capacity to enter into and give full effect to the Shareholders’ Agreement;

1706045 Ontario Limited

Stock Option Plan

(c) the Shareholders’ Agreement has been duly executed and delivered by or on behalf of me, and constitutes a valid and binding obligation enforceable against me in accordance with its terms, subject to the usual exceptions as to bankruptcy and the availability of equitable remedies;

(d) the execution, delivery and performance of the Shareholders’ Agreement do not and will not contravene the provisions of any indenture, agreement or other instrument to which I am a party or by which I may be bound; and

(e) all of the foregoing representations, warranties and covenants will continue to be true, correct and in effect during the continuance of the Shareholders’ Agreement.

WITNESS:
Signature	Signature
Name (please print)	Name (please print)
	Date

EX-99.2

Exhibit 99.2

LIVELOOK, INC.

2008 EQUITY INCENTIVE PLAN

SECTION 1. Purpose; Definitions. The purposes of the LiveLOOK, Inc. 2008 Equity Incentive Plan (the “Plan”) are to: (a) enable LiveLOOK, Inc., a Delaware corporation (the “Company”) and its affiliated companies to recruit and retain highly qualified employees, directors and consultants; (b) provide those employees, directors and consultants with an incentive for productivity; and (c) provide those employees, directors and consultants with an opportunity to share in the growth and value of the Company.

For purposes of the Plan, unless otherwise provided by the Board with respect to a particular Award, the following initially capitalized words and phrases will be defined as set forth below, unless the context clearly requires a different meaning:

(a) “Affiliate” means, with respect to a Person, a Person that directly or indirectly Controls, or is Controlled by, or is under common Control with such Person.

(b) “Award” means a grant of Options, Restricted Stock, Restricted Stock Units or other Awards related to Shares pursuant to the provisions of the Plan.

(c) “Award Agreement” means, with respect to any particular Award, the written document that sets forth the terms of that particular Award.

(d) “Board” means the Board of Directors of the Company, as constituted from time to time; provided, however, that if the Board appoints a Committee to perform some or all of the Board’s administrative functions hereunder pursuant to Section 2, references in the Plan to the “Board” will be deemed to also refer to that Committee in connection with administrative matters to be performed by that Committee.

(e) “Cause” means (i) conviction of, or the entry of a plea of guilty or no contest to, a felony or any other crime that causes the Company or its Affiliates public disgrace or disrepute, or materially and adversely affects the Company’s or its Affiliates’ operations or financial performance or the relationship the Company has with its customers, (ii) gross negligence or willful misconduct with respect to the Company or any of its Affiliates, including, without limitation fraud, embezzlement, theft or proven dishonesty in the course of his or her employment; (iii) material violation of any Company policy; (iv) refusal to perform any lawful, material obligation or fulfill any duty (other than any duty or obligation of the type described in clause (vi) below) to the Company or its Affiliates (other than due to a Disability), which refusal, if curable, is not cured within 15 days after delivery of written notice thereof; (v) material breach of any agreement with or duty owed to the Company or any of its Affiliates, which breach, if curable, is not cured within 15 days after the delivery of written notice thereof; or (vi) any breach of any obligation or duty to the Company or any of its Affiliates (whether arising by statute,

common law or agreement) relating to confidentiality, noncompetition, nonsolicitation or proprietary rights. Notwithstanding the foregoing, if a Participant and the Company (or any of its Affiliates) have entered into an employment agreement, consulting agreement or other similar agreement that specifically defines “cause,” then with respect to such Participant, “Cause” shall have the meaning defined in that employment agreement, consulting agreement or other agreement.

(f) “Change in Control” means, with respect to any entity: (i) the sale, transfer, assignment or other disposition (including by merger or consolidation, but excluding any sales by stockholders made as part of an underwritten public offering of the common stock of the entity) by stockholders of the entity, in one transaction or a series of related transactions, of more than 50% of the voting power represented by the then outstanding capital stock of the entity to one or more Persons, (ii) the sale of all or substantially all of the assets of the entity (other than a transfer of financial assets made in the ordinary course of business for the purpose of securitization), or (iii) the liquidation, dissolution or winding up of the entity.

(g) “Code” means the U.S. Internal Revenue Code of 1986, as amended from time to time, and any successor thereto.

(h) “Committee” means a committee appointed by the Board in accordance with Section 2 of the Plan.

(i) “Control” means, as to any Person, the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities, by contract or otherwise (the terms “Controlled by” and “under common Control with” shall have correlative meanings).

(j) “Director” means a member of the Board.

(k) “Disability” means a condition rendering a Participant Disabled.

(l) “Disabled” with respect to a particular Participant will have the same meaning as set forth in any long-term disability policy or program sponsored by the Company or any Affiliate covering such Participant, as in effect as of the date of such determination, or if no such policy or program shall be in effect, “Disabled” will have the meaning as set forth in Section 22(e)(3) of the Code.

(m) “Exchange Act” means the U.S. Securities Exchange Act of 1934, as amended.

(n) “Fair Market Value” of a Share, means, as of any date: (i) the closing price of the Share as reported on the principal nationally recognized stock exchange on which the type of Shares are traded on such date, or if no prices are reported with respect to such Shares on such date, the closing price of the Share on the last preceding date on which there were reported prices of such Shares; or (ii) if the type of Shares are not listed or admitted to unlisted trading privileges

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on a nationally recognized stock exchange, the closing price of the Share as reported by The Nasdaq Global Market on such date, or if no prices of such Shares are reported on such date, the closing price of the Shares on the last preceding date on which there were reported prices of such Shares; or (iii) if Shares of that type are not listed or admitted to unlisted trading privileges on a nationally recognized stock exchange or traded on The Nasdaq Stock Market, the Fair Market Value will be determined in good faith by the Board acting in its discretion using the reasonable application of a reasonable valuation method based on the facts and circumstances existing on the valuation date, which determination will be conclusive.

(o) “Incentive Stock Option” means any Option intended to be and designated as an “Incentive Stock Option” within the meaning of Section 422 of the Code.

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

(q) “Option” means any option to purchase Shares (including Restricted Stock, if the Board so determines) granted pursuant to Section 5 hereof.

(r) “Parent” means a “parent corporation” of the Company (or, in the context of Section 15(c) of the Plan, of a successor corporation), whether now or hereafter existing, as defined in Section 424(e) of the Code.

(s) “Participant” means an employee, consultant, Director or other service provider of the Company or any of its Affiliates to whom an Award is granted.

(t) “Person” means an individual, partnership, corporation, limited liability company, trust, joint venture, unincorporated association, or other entity or association.

(u) “Repurchase Agreement” means an agreement between the Company and a Participant (or such Participant’s estate, heirs or beneficiaries), in such form determined from time to time by the Company in its sole discretion, that may require a Participant (or such Participant’s estate, heirs or beneficiaries) to sell Shares acquired or received pursuant to an Award under the Plan back to the Company at a per share price equal to Fair Market Value (or, with respect to a Participant whose employment with the Company is terminated by the Company for Cause, if lower, at a per share price equal to the exercise price or purchase price relating to such Shares), in the event that such Participant’s employment with the Company terminates for any reason.

(v) “Restricted Stock” means Shares that are subject to restrictions pursuant to Section 7 hereof.

(w) “Restrictions Agreement” means an agreement between the Company and a Participant (or such Participant’s estate, heirs or beneficiaries) in such form determined from time to time by the Company in its sole discretion, that include terms and conditions that provide the Company and/or other shareholders with (i) a right of first refusal with respect to Shares, (ii) “drag-along” rights in favor of the shareholders owning a majority of Shares of the Company, (iii) “market standoff’ or “lock-up” conditions, and (iv) such other reasonable terms and conditions as the Board may require.

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(x) “Restricted Stock Unit” means a right granted under and subject to restrictions pursuant to Section 8(a) hereof.

(y) “Shares” means shares of the Company’s non-voting common stock, par value $0.001, subject to substitution or adjustment as provided in Section 3(c) hereof.

(z) “Service Provider” means an employee, officer, director or independent contractor of the Company, as the case may be.

(aa) “Subsidiary” means, in respect of the Company, a subsidiary company, whether now or hereafter existing, as defined in Sections 424(f) of the Code.

SECTION 2. Administration.

(a) The Plan will be administered by the Board; provided, however, that the Board may at any time appoint a Committee to perform some or all of the Board’s administrative functions hereunder; and provided further, that the authority of any Committee appointed pursuant to this Section 2 will be subject to such terms and conditions as the Board may prescribe.

(b) Subject to the requirements of the Company’s by-laws and certificate of incorporation, and any other agreement that governs the appointment of Board committees, any Committee established under this Section 2 will be composed of not fewer than two members, each of whom will serve for such period of time as the Board determines. From time to time the Board may increase the size of the Committee and appoint additional members thereto, remove members (with or without cause) and appoint new members in substitution therefor, fill vacancies however caused, or remove all members of the Committee and thereafter directly administer the Plan.

(c) Directors who are eligible for Awards or have received Awards may vote on any matters affecting the administration of the Plan or the grant of Awards, except that no such member will act upon the grant of an Award to himself or herself, but any such member may be counted in determining the existence of a quorum at any meeting of the Board during which action is taken with respect to the grant of Awards to himself or herself.

(d) The Board will have full authority to grant Awards under this Plan. In particular, subject to the terms of the Plan, the Board will have the authority:

(i) to select the persons to whom Awards may from time to time be granted hereunder (consistent with the eligibility conditions set forth in Section 4);

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(ii) to determine the type of Award to be granted to any person hereunder;

(iii) to determine the number and type of Shares, if any, to be covered by each Award;

(iv) to establish the terms and conditions of each Award Agreement;

(v) to determine whether and under what circumstances an Option may be exercised without a payment of cash under Section 5(b); and

(vi) to determine whether, to what extent and under what circumstances Shares and other amounts payable with respect to an Award may be deferred either automatically or at the election of the Participant.

(e) The Board will have the authority to adopt, alter and repeal such administrative rules, guidelines and practices governing the Plan as it, from time to time, deems advisable; to establish the terms of each Award Agreement; to interpret the terms and provisions of the Plan and any Award issued under the Plan (and any Award Agreement); and to otherwise supervise the administration of the Plan. The Board may correct any defect, supply any omission or reconcile any inconsistency in the Plan or in any Award in the manner and to the extent it deems necessary to carry out the intent of the Plan.

(f) All decisions made by the Board pursuant to the provisions of the Plan will be final and binding on all persons, including the Company, its Affiliates and Participants. No Director or member of the Committee, nor any delegate thereof, shall be liable for any act, omission, interpretation, construction or determination made in good faith in connection with the Plan, and each of the foregoing 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 any directors’ and officers’ liability insurance coverage which may be in effect from time to time.

SECTION 3. Shares Subject to the Plan.

(a) Shares Subject to the Plan. The Shares to be subject to or related to Awards under the Plan will be authorized and unissued Shares of the Company, whether or not previously issued and subsequently acquired by the Company. The maximum number of Shares that may be subject to Awards under the Plan is 600,000, all of which may be issued in respect of Incentive Stock Options. The Company will reserve for the purposes of the Plan, out of its authorized and unissued Shares, such number of Shares.

(b) Effect of the Expiration or Termination of Awards. If and to the extent that an Option expires, terminates or is canceled or forfeited for any reason without having been exercised in full, the Shares associated with that Option will again become available for grant

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under the Plan. Similarly, if and to the extent any Restricted Stock, Restricted Stock Unit or other Award is canceled, forfeited or repurchased for any reason, or if any Shares are withheld pursuant to Section 12(d) in settlement of a tax withholding obligation associated with an Award, the Shares subject to such cancelled Award or withheld Shares will again become available for grant under the Plan. Finally, if any Share is received in satisfaction of the exercise price payable upon exercise of an Option, that Share will become available for grant under the Plan.

(c) Other Adjustment. Subject to any required action by the shareholders of the Company, the number of Shares covered by each outstanding Option and/or other Award, and the number of Shares which have been authorized for issuance under the Plan but as to which no Awards have yet been granted or which have been returned to the Plan upon cancellation or expiration of an Award, as well as the exercise price or purchase price applicable to each Award, shall be proportionately and equitably adjusted for any increase or decrease in the number of issued Shares resulting from a stock split, reverse stock split, stock dividend, combination or reclassification of the Shares, or any other increase or decrease in the number of issued Shares effected without receipt of consideration by the Company. Such adjustment shall be made by the Board, whose determination in that respect shall be final, binding and conclusive. Except as expressly provided herein, no issuance by the Company of shares of stock of any class, or securities convertible into shares of stock of any class, shall affect, and no adjustment by reason thereof shall be made with respect to, the number or price of Shares subject to an Award hereunder.

(d) Change in Control. Notwithstanding anything to the contrary set forth in the Plan, upon or in anticipation of any Change in Control of the Company or any of its Affiliates, the Board may, in its sole and absolute discretion and without the need for the consent of any Participant, take one or more of the following actions contingent upon the occurrence of that Change in Control: (i) cause any or all outstanding Options held by Participants affected by the Change in Control to become vested and immediately exercisable, in whole or in part; (ii) cause any or all outstanding Awards held by Participants affected by the Change in Control to become non-forfeitable, in whole or in part; (iii) cancel any Option in exchange for a substitute option in a manner consistent with the requirements of Treas. Reg. §1.424-l(a) (notwithstanding the fact that the original Option may never have been intended to satisfy the requirements for treatment as an Incentive Stock Option); (iv) cancel any Award held by a Participant affected by the Change in Control in exchange for Awards in respect of the capital stock of any successor corporation; (v) redeem any Restricted Stock held by a Participant affected by the Change in Control for cash and/or other substitute consideration with a value equal to the Fair Market Value of an unrestricted Share on the date of the Change in Control; (vi) cancel any Option that is vested and held by a Participant affected by the Change in Control in exchange for cash and/or other substitute consideration with a value equal to (A) the number of Shares subject to that Option, multiplied by (B) the difference, if any, between the Fair Market Value per Share on the date of the Change in Control and the exercise price of that Option; provided, that if the Fair Market Value per Share on the date of the Change in Control does not exceed the exercise price of any such Option, the Board may cancel that Option without any payment of consideration therefor; or (vii) cancel any Restricted Stock Unit held by a Participant affected by the Change in Control in exchange for cash and/or other substitute consideration with a value equal to the Fair Market Value per Share on the date of the Change in Control.

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SECTION 4. Eligibility. Employees, Directors, consultants, and other individuals who provide services to the Company or its Affiliates are eligible to be granted Awards under the Plan; provided, however, that only employees of the Company or a Subsidiary are eligible to be granted Incentive Stock Options.

SECTION 5. Options.

(a) Options granted under the Plan may be of two types: (i) Incentive Stock Options or (ii) Non-Qualified Stock Options. Any Option granted under the Plan will be in such form as the Board may at the time of such grant approve.

(b) The Award Agreement evidencing any Option will incorporate the following terms and conditions and will contain such additional terms and conditions, not inconsistent with the terms of the Plan, as the Board deems appropriate in its sole and absolute discretion:

(i) Option Price. The exercise price per Share purchasable under an Option will be not less than 100% of the Fair Market Value of the Share on the date of the grant. However, any Incentive Stock Option granted to any Participant who, at the time the Option is granted, owns more than 10% of the voting power of all classes of shares of the Company or of a Subsidiary will have an exercise price per Share of not less than 110% of Fair Market Value per Share on the date of the grant.

(ii) Option Term. The term of each Option will be fixed by the Board, but no Option will be exercisable more than 10 years after the date the Option is granted. However, any Incentive Stock Option granted to any Participant who, at the time such Option is granted, owns more than 10% of the voting power of all classes of shares of the Company or of a Subsidiary may not have a term of more than five years. No Option may be exercised by any person after expiration of the term of the Option.

(iii) Exercisability. Options will vest and be exercisable at such time or times and subject to such terms and conditions as determined by the Board at the time of grant. If the Board provides, in its discretion, that any Option is exercisable only in installments, the Board may waive such installment exercise provisions at any time at or after grant, in whole or in part, based on such factors as the Board determines, in its sole and absolute discretion.

(iv) Method of Exercise. Subject to the terms of the Plan (including without limitation the termination provisions set forth in Section 6) and the applicable Award Agreement, Options may be exercised in whole or in part at any time and from time to time during the term of the Option, by the delivery of written notice of exercise by the Participant to the Company specifying the number of Shares to be purchased. Such notice will be accompanied by payment in full of the purchase price, either by certified or bank check, or such other means as the Board may accept. As determined by the Board, in its sole discretion, at or

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after grant, payment in full or in part of the exercise price of an Option may be made in the form of previously acquired Shares based on the Fair Market Value of the Shares on the date the Option is exercised. Subject to the approval of the Board, an Option may be exercised through a cashless exercise procedure, including by the Company withholding and cancelling an appropriate number of Shares otherwise issuable to the Participant upon such exercise. No Shares will be issued upon exercise of an Option until full payment therefor has been made. A Participant will not have the right to distributions or dividends or any other rights of a stockholder with respect to Shares subject to the Option until the Participant has given written notice of exercise, has paid in full for such Shares, and, if requested, has given the representation described in Section 12(a) hereof.

(v) Notwithstanding any other provision of the Plan to the contrary, the Board shall have the sole and absolute right to condition the exercise of any Option upon the Participant or other person holding such Option executing, or otherwise becoming a party to, the Restrictions Agreement and the Repurchase Agreement.

(vi) Incentive Stock Option Limitations. In the case of an Incentive Stock Option, the aggregate Fair Market Value (determined as of the time of grant) of the Shares with respect to which Incentive Stock Options are exercisable for the first time by the Participant during any calendar year under the Plan and/or any other plan of the Company or any Parent or Subsidiary will not exceed $100,000. For purposes of applying the foregoing limitation, Incentive Stock Options will be taken into account in the order granted. To the extent any Option does not meet such limitation, that Option will be treated for all purposes as a Non-Qualified Stock Option.

(vii) Termination of Service. Unless otherwise specified in the applicable Award Agreement, Options will be subject to the terms of Section 6 with respect to exercise upon or following termination of employment or other service.

(viii) Transferability of Options. Except as may otherwise be specifically determined by the Board with respect to a particular Option: (i) no Option will be transferable by the Participant other than by will or by the laws of descent and distribution; and (ii) all Options will be exercisable during the Participant’s lifetime only by the Participant or, in the event of his or her Disability, by his or her personal representative. Notwithstanding the foregoing, a Non-Qualified Stock Option may be assigned in whole or in part during the Participant’s lifetime to one or more members of the Participant’s family or to a trust established exclusively for the Participant and/or one or more such family members or to Participant’s former spouse, to the extent such assignment is in connection with the Participant’s estate plan or pursuant to a domestic relations order. The assigned portion may only be exercised by the person or persons who acquire a proprietary interest in the Non-Qualified Option pursuant to the assignment. The terms applicable to the assigned portion shall be the same as those in effect for the Option immediately prior to such assignment and shall be set forth in such documents issued to the assignee as the Board may deem appropriate.

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SECTION 6. Termination of Service. Unless otherwise specified with respect to a particular Award, Options granted hereunder will remain exercisable after termination of employment or other service only to the extent specified in this Section 6.

(a) Termination by Reason of Death. If a Participant’s service with the Company or any of its Affiliates terminates by reason of death, any Option held by such Participant may thereafter be exercised, to the extent then vested and exercisable or on such accelerated basis as the Board may determine, at or after grant, by the legal representative of the estate or by the legatee of the Participant under the will of the Participant, for a period expiring (i) at such time as may be specified by the Board at or after the time of grant, or (ii) if not specified by the Board, then [ 12 months] from the date of death, or (iii) if sooner than the applicable period specified under (i) or (ii) above, then upon the expiration of the stated term of such Option.

(b) Termination by Reason of Disability. If a Participant’s service with the Company or any of its Affiliates terminates by reason of Disability, any Option held by such Participant may thereafter be exercised by the Participant or his or her personal representative, to the extent it was vested and exercisable at the time of termination, or on such accelerated basis as the Board may determine at or after grant, for a period expiring (i) at such time as may be specified by the Board at or after the time of grant, or (ii) if not specified by the Board, then [12 months] from the date of termination of service, or (iii) if sooner than the applicable period specified under (i) or (ii) above, then upon the expiration of the stated term of such Option.

(c) Cause. If a Participant’s service with the Company or any Affiliate is terminated for Cause: (i) any Option not already exercised, whether or not then vested, will be immediately and automatically forfeited as of the date of such termination, and (ii) any Shares for which the Company has not yet delivered share certificates will be immediately and automatically forfeited and the Company will refund to the Participant the Option exercise price paid for such Shares, if any.

(d) Other Termination. If a Participant’s service with the Company or any Affiliate terminates for any reason other than death, Disability or Cause, any Option held by such Participant may thereafter be exercised by the Participant, to the extent it was vested and exercisable at the time of such termination, or on such accelerated basis as the Board may determine at or after grant, for a period expiring (i) at such time as may be specified by the Board at or after the time of grant, or (ii) if not specified by the Board, then [90 days] from the date of termination of service, or (iii) if sooner than the applicable period specified under (i) or (ii) above, then upon the expiration of the stated term of such Option.

SECTION 7. Restricted Stock.

(a) Issuance. Restricted Stock may be issued either alone or in conjunction with other Awards. The Board will determine the time or times within which Restricted Stock may be subject to forfeiture, and all other conditions of such Awards.

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(b) Awards and Certificates. The Award Agreement evidencing the grant of any Restricted Stock will contain such terms and conditions, not inconsistent with the terms of the Plan, as the Board deems appropriate in its sole and absolute discretion. The prospective recipient of an Award of Restricted Stock will not have any rights with respect to such Award, unless and until such recipient has executed an Award Agreement and has delivered a fully executed copy thereof to the Company, and has otherwise complied with the applicable terms and conditions of such Award. The purchase price for Restricted Stock may, but need not, be zero. A share certificate will be issued in connection with each Award of Restricted Stock. Such certificate will be registered in the name of the Participant receiving the Award, and will bear the following legend and/or any other legend required by this Plan, the Award Agreement, the Restrictions Agreement, if any, and the Repurchase Agreement, if any, or by applicable law:

THE TRANSFERABILITY OF THIS CERTIFICATE AND THE SHARES REPRESENTED HEREBY ARE SUBJECT TO THE TERMS AND CONDITIONS OF THE LIVELOOK, INC. 2008 EQUITY INCENTIVE PLAN AND AN AGREEMENT ENTERED INTO BETWEEN THE PARTICIPANT AND LIVELOOK, INC. (WHICH TERMS AND CONDITIONS MAY INCLUDE, WITHOUT LIMITATION, CERTAIN TRANSFER RESTRICTIONS, REPURCHASE RIGHTS AND FORFEITURE CONDITIONS). COPIES OF THAT PLAN AND AGREEMENT ARE ON FILE IN THE PRINCIPAL OFFICES OF LIVELOOK, INC. AND WILL BE MADE AVAILABLE TO THE HOLDER OF THIS CERTIFICATE WITHOUT CHARGE UPON REQUEST TO THE SECRETARY OF THE COMPANY.

Share certificates evidencing Restricted Stock will be held in custody by the Company or in escrow by an escrow agent until the restrictions thereon have lapsed. As a condition to any Restricted Stock award, the Participant may be required to deliver to the Company a share power, endorsed in blank, relating to the Shares covered by such Award.

(c) Restrictions and Conditions. The Restricted Stock awarded pursuant to this Section 7 will be subject to the following restrictions and conditions:

(i) During a period commencing with the date of an Award of Restricted Stock and ending at such time or times as specified by the Board (the “Restriction Period”), the Participant will not be permitted to sell, transfer, pledge, assign or otherwise encumber Restricted Stock awarded under the Plan. The Board may condition the lapse of restrictions on Restricted Stock upon the continued employment or service of the recipient, the attainment of specified individual or corporate performance goals, or such other factors as the Board may determine, in its sole and absolute discretion.

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(ii) Except as provided in this Paragraph (ii) or Section 7(c)(i), once the Participant has been issued a certificate or certificates for Restricted Stock, the Participant will have, with respect to the Restricted Stock, all of the rights of a stockholder of the Company, including the right to vote the Shares, and the right to receive any cash distributions or dividends. The Board, in its sole discretion, as determined at the time of award, may permit or require the payment of cash distributions or dividends to be deferred and, if the Board so determines, reinvested in additional Restricted Stock to the extent Shares are available under Section 3 of the Plan. Any distributions or dividends paid in the form of securities with respect to Restricted Stock will be subject to the same terms and conditions as the Restricted Stock with respect to which they were paid, including, without limitation, the same Restriction Period.

(iii) Subject to the applicable provisions of the Award Agreement, if a Participant’s service with the Company and its Affiliates terminates prior to the expiration of the Restriction Period, all of that Participant’s Restricted Stock which then remain subject to forfeiture will then be forfeited automatically.

(iv) If and when the Restriction Period expires without a prior forfeiture of the Restricted Stock subject to such Restriction Period (or if and when the restrictions applicable to Restricted Stock lapse pursuant to Sections 3(d)), the certificates for such Shares will be replaced with new certificates, without the restrictive legends described in Section 7(b) applicable to such lapsed restrictions, and such new certificates will be promptly delivered to the Participant, the Participant’s representative (if the Participant has suffered a Disability), or the Participant’s estate or heir (if the Participant has died).

SECTION 8. Restricted Stock Units and Other Awards.

(a) Restricted Stock Units. Subject to the other terms of the Plan, the Board may grant Restricted Stock Units to eligible individuals and may impose conditions on such units as it may deem appropriate. Each granted Restricted Stock Unit shall be evidenced by an Award Agreement in the form that is approved by the Board and that is not inconsistent with the terms and conditions of the Plan. Each granted Restricted Stock Unit shall entitle the Participant to whom it is granted a distribution from the Company in an amount equal to the Fair Market Value (at the time of the distribution) of one Share. Distributions may be made in cash, Shares or a combination of cash and Shares. All other terms governing Restricted Stock Units, such as vesting, time and form of payment and termination of units shall be set forth in the Award Agreement.

(b) Other Awards. Other awards that relate to, or are denominated in, Shares, are settled in Shares, or otherwise are valued based upon the Fair Market Value of Shares may be granted under the Plan, if and to the extent the Committee determines that such award is appropriate in its sole discretion, and upon such terms and conditions as determined by the Committee.

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SECTION 9. Amendments and Termination. The Board may amend, alter or discontinue the Plan at any time. However, except as otherwise provided in Section 3(d) of the Plan, no amendment, alteration or discontinuation will be made which would adversely affect the rights of a Participant with respect to an Award, without that Participant’s consent, or which, without the approval of such amendment within one year (365 days) of its adoption by the Board, by the Company’s stockholders in a manner consistent with Section 1.422-5 of the Treasury Regulations, would: (i) increase the total number of Shares reserved for the purposes of the Plan (except as otherwise provided in Section 3(c)), or (ii) change the persons or class of persons eligible to receive Awards.

SECTION 10. Unfunded Status of Plan. The Plan is intended to be “unfunded.” With respect to any payments not yet made to a Participant by the Company, nothing contained herein will give any such Participant any rights that are greater than those of a general creditor of the Company. In its sole discretion, the Board may authorize the creation of grantor trusts or other arrangements to meet the obligations created under the Plan to deliver Shares or payments in lieu of Shares or with respect to Awards.

SECTION 11. Substitute Options. In the event that the Company, directly or indirectly, acquires another entity, the Board may authorize the issuance of stock options (“Substitute Options”) to the individuals performing services for the acquired entity in substitution of stock options previously granted to those individuals in connection with their performance of services for such entity upon such terms and conditions as the Board shall determine, taking into account the conditions of Code Section 424(a), as from time to time amended or superceded, in the case of a Substitute Option that is intended to be an Incentive Stock Option. Shares of capital stock underlying Substitute Stock Options shall not constitute Shares issued pursuant to the Plan for any purpose.

SECTION 12. General Provisions.

(a) The Board shall condition any Award upon compliance with applicable securities laws. The Board may require each Participant to represent to and agree with the Company in writing that the Participant is acquiring securities of the Company for investment purposes and without a view to distribution thereof and as to such other matters as the Board believes are appropriate. The certificate evidencing any Award and any securities issued pursuant thereto may include any legend which the Board deems appropriate to reflect any restrictions on transfer and compliance with applicable securities laws. All certificates for Shares or other securities delivered under the Plan will be subject to such share-transfer orders and other restrictions as the Board may deem advisable under the rules, regulations, and other requirements of the Securities Act of 1933, as amended, the Exchange Act, any stock exchange upon which the Shares are then listed, and any other applicable federal or state securities laws, and the Board may cause a legend or legends to be put on any such certificates to make appropriate reference to such restrictions.

(b) Nothing contained in the Plan will prevent the Board from adopting other or additional compensation arrangements, subject to stockholder approval if such approval is required; and such arrangements may be either generally applicable or applicable only in specific cases.

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(c) Neither the adoption of the Plan nor the execution of any document in connection with the Plan will (i) confer upon any person any right to continued employment or engagement with the Company or any of its Affiliates, or (ii) interfere in any way with the right of the Company or any Affiliate to terminate the employment of any of its employees at any time.

(d) No later than the date as of which an amount first becomes includible in the gross income of the Participant for federal income tax purposes with respect to any Award under the Plan, the Participant will pay to the Company, or make arrangements satisfactory to the Board regarding the payment of any federal, state or local taxes of any kind required by law to be withheld with respect to such amount. Unless otherwise determined by the Board, the minimum required withholding obligations may be settled with Shares, including Shares that would otherwise be issuable to a Participant upon the vesting, purchase or exercise of the Award that gives rise to the withholding requirement. The obligations of the Company under the Plan will be conditioned on such payment or arrangements and the Company will, to the extent permitted by law, have the right to deduct any such taxes from any payment of any kind otherwise due to the Participant.

SECTION 13. Effective Date of Plan. Subject to the approval of the Plan by the Company’ stockholders within 12 months of the Plan’s adoption by the Board, the Plan will become effective on the date that it is adopted by the Board. In the absence of such stockholder approval, any Incentive Stock Option granted prior to the expiration of such 12-month period shall be treated for all purposes as a Non-Qualified Option.

SECTION 14. Term of Plan. The Plan will continue in effect until . terminated in accordance with Section 9; provided, however, that no Incentive Stock Option will be granted hereunder on or after the 10th anniversary of the earlier of: (a) the date of the Plan’s adoption by the Board; or (b) the date of stockholder approval of the Plan (or, if the stockholders approve an amendment that increases the number of shares subject to the Plan, the 10^th anniversary of the date of such approval); but provided further, that Incentive Stock Options granted prior to such 10^th anniversary may extend beyond that date.

SECTION 15. Invalid Provisions. In the event that any provision of this Plan is found to be invalid or otherwise unenforceable under any applicable law, such invalidity or unenforceability will not be construed as rendering any other provisions contained herein as invalid or unenforceable, and all such other provisions will be given full force and effect to the same extent as though the invalid or unenforceable provision was not contained herein.

SECTION 16. Governing Law. The Plan and all Awards granted hereunder will be governed by and construed in accordance with the laws and judicial decisions of the State of Delaware, without regard to the application of the principles of conflicts of laws of Delaware or any other jurisdiction.

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SECTION 17. Board Action. Notwithstanding anything to the contrary set forth in the Plan, any and all actions of the Board or Committee, as the case may be, taken under or in connection with the Plan and any agreements, instruments, documents, certificates or other writings entered into, executed, granted, issued and/or delivered pursuant to the terms hereof, will be subject to and limited by any and all votes, consents, approvals, waivers or other actions of all or certain stockholders of the Company or other persons required by:

(a) the Certificate of Incorporation of the Company (as the same may be amended and/or restated from time to time);

(b) the Bylaws of the Company (as the same may be amended and/or restated from time to time); and

(c) any other agreement, instrument, document or writing now or hereafter existing, between or among the Company and its stockholders or other persons (as the same may be amended from time to time).

SECTION 18. Notices. Any notice to be given to the Company pursuant to the provisions of the Plan will be given by registered or certified mail, postage prepaid, and, addressed, if to the Company to its Secretary (or such other person as the Company may designate in writing from time to time) at its principal executive office, and, if to a Participant, to the address given beneath his or her or her signature on his or her or her Award Agreement, or at such other address as such Participant may hereafter designate in writing to the Company. Any such notice will be deemed duly given on the date and at the time delivered via personal, courier or recognized overnight delivery service or, if sent via telecopier, on the date and at the time telecopied with confirmation of delivery or, if mailed, on the date five (5) days after the date of the mailing (which will be by regular, registered or certified mail). Delivery of a notice by telecopy (with confirmation) will be permitted and will be considered delivery of a notice notwithstanding that it is not an original that is received.

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EX-99.3

Exhibit 99.3

MICROS SYSTEMS, INC.

1991 STOCK OPTION PLAN

1. PURPOSE OF PLAN. The purpose of the MICROS Systems, Inc. 1991 Stock Option Plan, as amended (the “Plan”), is to serve as a performance incentive and to encourage the ownership of MICROS Systems, Inc. (the “Company”) stock by key associates of the Company and its subsidiaries (including officers and directors) so that the person to whom the option is granted may acquire a (or increase his or her) proprietary interest in the Company and its subsidiaries and in order to encourage such person to remain in the employ of the Company or its subsidiaries. In addition, non-employee directors may participate in the Plan as provided herein. Options granted pursuant to the Plan may consist of incentive stock options (“ISOs”) (within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”)) and nonqualified options.

2. ADMINISTRATION. The Plan shall be administered by a committee (the “Committee”) appointed by the Board of Directors; except that if and to the extent that no Committee exists which has the authority to administer the Plan, the functions of the Committee shall be exercised by the Board of Directors. The Committee shall consist of not less than two (2) members of the Board of Directors. Members of the Committee shall be “non-employee directors” (within the meaning of Rule 240.16(b)-3 of the Securities and Exchange Commission). The Committee shall determine the purchase price of the stock covered by each option, the associates and non-employee directors to whom, and the time or times at which, options shall be granted, the number of shares to be covered by each option, and the term of each option. In addition, the Committee shall have the power and authority to interpret the Plan, to prescribe, amend and rescind rules and regulations relating to the Plan, to determine the terms and provisions of the respective option agreements (which need not be identical) and to make all other determinations deemed necessary or advisable for the administration of the Plan. If the Committee is appointed, the Board of Directors shall designate one of the members of the Committee as chairman and the Committee shall hold meetings at such times and places as it shall deem advisable. A majority of the Committee members shall constitute a quorum. All determinations of the Committee shall be made by a majority of its members. Any decision or determination reduced to writing and signed by all the Committee members shall be fully as effective as if it had been made by a vote at a meeting duly called and held. The Committee shall keep minutes of its meetings and shall make such rules and regulations for the conduct of its business as it shall deem advisable.

3. EFFECTIVENESS AND TERMINATION OF PLAN.

(a) The Plan shall become effective as of September 23, 1991.

(b) This Plan shall terminate on the earliest of (i) December 31, 2017, (ii) the date when all shares of the Company’s Common Stock (the “Shares”) reserved for issuance under the Plan have been acquired through the exercise of options granted under the Plan, or (iii) such earlier date as determined by the Board of Directors. Any option outstanding under the Plan at the time of the Plan’s termination shall remain in effect in accordance with its terms and conditions and those of the Plan.

4. GRANTEES. Subject to Section 2, options may be granted to key associates (including directors and officers) and non-employee directors of the Company and its subsidiaries as determined by the Committee (each such employee or director, a “Grantee”); provided, however, ISOs shall only be granted to associates.

5. THE SHARES. Subject to Section 7, the aggregate number of Shares which may be issued under the Plan shall be 41,200,000. Such number of Shares may be set aside out of the authorized but unissued Common Stock not reserved for any other purpose or out of Common Stock held in or acquired for the treasury of the Company. If all or part of an expired option is unexercised, the Shares which were not exercised may again be available for grant under the Plan.

6. GRANT, TERMS AND CONDITIONS OF OPTIONS. Options may be granted by the Committee at any time and from time to time prior to the termination of the Plan. Except as hereinafter provided, options granted pursuant to the Plan shall be subject to the following terms and conditions.

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(a) Price. The purchase price of the Shares subject to an option shall be no less than the fair market value of the Shares at the time of grant; provided, however, if an ISO is granted to a person owning Common Stock of the Company possessing more than 10% of the total combined voting power of all classes of stock of the Company as defined in Section 422 of the code (“10% Stockholder”), the purchase price shall be no less than 110% of the fair market value of the Shares. The fair market value of the Shares shall be determined by and in accordance with procedures to be established by the Committee, whose determination shall be final. If the Common Stock is admitted to trading on a national securities exchange on the date the option is granted, fair market value shall not be less than the last sales price reported for the Common Stock on such exchange on such date or on the last date preceding such date on which a sale was reported. Except as set forth in the following sentence, the exercise price shall be paid in full in United States dollars in cash or by check at the time of exercise. At the discretion of the Committee, the exercise price may be paid (i) by delivery of Common Stock already owned by, and in possession of, the Grantee; (ii) by delivery of any combination of United States dollars or Common Stock or (iii) through a broker in accordance with procedures permitted by Regulation T of the Federal Reserve Board or any successor regulation of the agency then responsible for administering margin regulations pertaining to securities brokers.

(b) Limit on Incentive Option Amount. Notwithstanding any provisions contained herein to the contrary, the Shares covered by an ISO granted to a Grantee which are exercisable for the first time during any calendar year shall not exceed the $100,000 limitation in Section 422 of the Code.

(c) Duration and Exercise of Options. An option may be granted for a term as determined by the Committee but not exceeding ten (10) years from the date of grant; provided, however, the term of an ISO granted to a 10% Stockholder may not exceed five (5) years. Options shall be exercised at such time and in such amounts (up to the full amount thereof) as may be determined by the Committee at the time of grant. If an option is exercisable in installments, the Committee shall determine what events, if any, will accelerate the exercise of the option.

The Plan shall be subject to approval by the Company’s stockholders within one (1) year from the date on which it was adopted. Prior to such stockholder approval, options may be granted under the Plan, but any such option shall not be exercisable prior to such stockholder approval. If the Plan is not approved by the Company’s stockholders, the Plan shall terminate and all options theretofore granted under the Plan shall terminate and become null and void.

(d) Termination of Employment. Except as otherwise determined by the Committee, upon the termination of a Grantee’s employment (or service as a non-employee director), the Grantee’s rights to exercise an option shall be as follows:

(i) If the Grantee’s employment (or service as a non-employee director) is terminated on account of total and permanent disability (pursuant to the Company’s long-term disability plan for Grantees who are associates) and as defined in Section 22(e)(3) of the Code), any option shall become fully (100%) vested as of the date of termination and may be exercised by the Grantee (or by the Grantee’s estate if the Grantee dies after termination) at any time within one (1) year after termination on account of disability but in no event after the expiration of the term of the option.

(ii) In the case of a Grantee whose employment (or service as a non-employee director) is terminated by death, any option shall become fully (100%) vested as of the date of death and the Grantee’s estate shall have the right for a period of one (1) year following the date of such death to exercise the option but in no event after the expiration of the term of the option.

(iii) In the case of a Grantee who retires from the Company and its subsidiaries after attaining age 62, an option shall become fully (100%) vested as of the date of retirement and the Grantee may, within the three-month period following retirement, exercise such option but in no event after the expiration of the term of the option. If the Grantee dies during such three-month period, the Grantee’s estate may exercise such option during the period ending on the first anniversary of the Grantee’s retirement but in no event after the expiration of the term of the option.

(iv) In the case of a Grantee whose employment with the Company and its subsidiaries (or service as a non-employee director) is terminated for any reason other than death, disability or retirement, the Grantee (or the Grantee’s estate in the event of the Grantee’s death after such termination) may, within the 30-day period

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following such termination, exercise an option to the extent the right to exercise had accrued prior to such termination but in no event after the expiration of the term of the option. Notwithstanding the foregoing, if the Grantee’s termination of employment is on account of misconduct or any act that is adverse to the Company, the Grantee’s option shall expire as of the date of termination of employment.

(v) A Grantee’s “estate” shall mean the executors, administrators, or beneficiaries of the estate of the Grantee. The Committee may in its discretion require the transferee of a Grantee to supply it with written notice of the Grantee’s death or disability and to supply it with a copy of the will (in the case of the Grantee’s death) or such other evidence as the Committee deems necessary to establish the validity of the transfer of an option. The Committee may also require the agreement of the transferee to be bound by all of the terms and conditions of the Plan.

(e) Transferability of Option. Options shall be transferable only by will or the laws of descent and distribution and shall be exercisable during the Grantee’s lifetime only by the Grantee.

(f) Form, Modification, Extension and Renewal of Options. Subject to the terms and conditions and within the limitations of the Plan, an option shall be evidenced by such form of agreement as is approved by the Committee, and consistent with the terms hereof. Notwithstanding the foregoing, no modification of an option shall, without the consent of the Grantee, alter or impair any rights or obligations under any option theretofore granted under the Plan nor shall any modification be made which shall adversely affect the status of an ISO as an incentive stock option under Section 422 of the Code.

(g) Minimum Number of Shares. The minimum number of Shares for which an option may be exercised at any time shall be 100 shares, unless the unexercised portion of the option covers a lesser number of Shares.

(h) Maximum Number of Shares. Subject to adjustments as provided in Section 7(a) hereof, the maximum number of Shares subject to options that may be granted hereunder during any one fiscal year of the Company to any one individual shall be limited to 400,000 Shares.

(i) Other Terms and Conditions. Options may contain such other provisions, which shall not be inconsistent with any of the foregoing terms of the Plan, as the Committee shall deem appropriate, including a provision permitting the Company or a subsidiary to reacquire an option for cash. Notwithstanding anything to the contrary herein: (i) the Company or a subsidiary may not reacquire an option for consideration per underlying share in excess of the amount by which the closing price of a share on the date of the reacquisition exceeds the purchase price (exercise price) of the option with respect to such underlying share; and (ii) the Committee may not reprice options, nor may the Board amend the Plan to permit repricing of options , unless the stockholders of the Company provide prior approval for such repricing. For purposes of this Section 7(i), “closing price” means, on a given date, the closing price of a Share as reported on such date on the composite tape of the principal national securities exchange on which the Shares are listed or admitted to trading, or, if no composite tape exists for such national securities exchange on such date, then on the principal national securities exchange on which the Shares are listed or admitted to trading, or, if the Shares are not listed or admitted on a national securities exchange, the per Share closing bid price on such date as quoted on such market in which such prices are regularly quoted, or, if there is no market on which the Shares are regularly quoted, the closing price shall be the value established by the Committee in good faith. If no sale of Shares shall have been reported on such composite tape or such national securities exchange on such date, then the immediately preceding date on which sales of the Shares have been so reported or quoted shall be used.

7. CAPITAL STRUCTURE CHANGES.

(a) If the outstanding shares of the Company’s Common Stock are increased, decreased or changed into, or exchanged for a different number or kind of shares or securities of the Company, whether through merger, consolidation, reorganization, recapitalization, reclassification, stock dividend, stock split, combination of shares, exchange of shares, change in corporate structure or the like, the Board of Directors shall make appropriate and proportionate adjustments in the number, kinds and limits of shares available for options pursuant to the Plan or subject to any outstanding options and in the purchase price therefore. The determination of the Board of Directors as to such adjustments shall be conclusive.

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(b) Fractional Shares resulting from any adjustment in options pursuant to Section 7 shall be eliminated at the time of exercise by rounding-down for fractions less than one-half (1/2) and rounding-up for fractions equal to or greater than one-half (1/2). No cash settlements shall be made with respect to fractional Shares eliminated by rounding. Notice of any adjustments shall be given by the Committee to each Grantee whose option has been adjusted and such adjustment (whether or not such notice is given) shall be effective and binding for all purposes of the Plan.

(c) Upon dissolution or liquidation of the Company, or upon a reorganization, merger or consolidation in which the Company is not the surviving corporation, or upon the sale of substantially all of the property of the Company to another corporation, the Plan and options issued thereunder shall terminate, unless provision is made in connection with such transaction for the assumption of options theretofore granted, or the substitution for such options of new options of the successor employer corporation or a parent or subsidiary thereof, with appropriate adjustment as to the number and kinds of shares and the per share exercise price. In the event of such termination, all outstanding options shall be exercisable in full for at least 30 days prior to the termination date whether or not otherwise exercisable during such period.

(d) Options may be granted under this Plan from time to time in substitution for similar options held by associates of corporations who become or are about to become associates of the Company or a subsidiary as the result of a merger or consolidation, the acquisition by the Company or a subsidiary of the assets of the employing corporation, or the acquisition by the Company or a subsidiary of the fifty percent (50%) or more of the stock of the employing corporation causing it to become a subsidiary.

8. SECURITIES LAW REQUIREMENTS. No option granted pursuant to this Plan shall be exercisable in whole or in part nor shall the Company be obligated to sell any Shares subject to any such option if such exercise or sale, in the opinion of counsel for the Company, violates the Securities Act of 1933 (or other federal or state statutes having similar requirements). Each option shall be subject to the further requirement that, if at any time the Committee shall determine in its discretion that the listing, registration or qualification of the Shares subject to such option under any securities exchange requirements or under any applicable law, or the consent or approval of any governmental regulatory body, is necessary as a condition of, or in connection with, the granting of such option or the issuance of Shares thereunder, such option may not be exercised in whole or in part unless such listing, registration, qualification, consent or approval shall have been effected or obtained free of any conditions not acceptable to the Committee. The Committee may require each person purchasing Shares pursuant to an option to represent to and agree with the Company in writing that he is acquiring the Shares without a view to distribution thereof. The certificates for such Shares may include any legend which the Committee deems appropriate to reflect any restrictions on transfer. All certificates for Shares delivered under the Plan shall be subject to stop-transfer orders and other restrictions as the Committee may deem advisable under the rules, regulations, and other requirements of the Securities and Exchange Commission, any stock exchange upon which the Common Stock is then listed, and any applicable federal or state securities law, and the Committee may cause a legend or legends to be put on any such certificates to make appropriate reference to such restrictions.

9. AMENDMENTS. The Board of Directors may amend or terminate the Plan in whole or in part as it deems appropriate and proper; provided, however, except as provided in Section 7, (i) without stockholder approval no action may be taken which changes the minimum option price, increases the maximum term of options, materially increases the benefits accruing to Grantees under the Plan, increases the number of Shares which may be subject to options pursuant to this Plan, or materially modifies the requirements as to eligibility for participation hereunder, and (ii) without the consent of the Grantee, no action may be taken which adversely affects the rights of such Grantee concerning an option. In addition, no options granted hereunder shall be re-priced to a price other than the exercise price on the original grant date.

10. NO EMPLOYMENT RIGHT. Neither this Plan nor any action taken hereunder shall be construed as giving any right to any individual to be retained as an officer or employee of the Company or any of its subsidiaries.

11. INDEMNIFICATION. Each person who is or at any time serves as a member of the Board of Directors or the Committee shall be indemnified and held harmless by the Company against and from (i) any loss, cost, liability or expense that may be imposed upon or reasonably incurred by such person in connection with or resulting from any claim, action, suit or proceeding to which such person may be a party or in which such person may be involved by reason of any action or failure to act under this Plan and (ii) any and all amounts paid by such person in satisfaction of judgment in any such action, suit or proceeding relating to this Plan. Each person covered by this indemnification shall give the Company an

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opportunity, at its own expense, to handle and defend the same before such person undertakes to handle and defend the same on such person’s own behalf. The foregoing persons may be entitled to other indemnities under the charter or by-laws of the Company or any of its subsidiaries, as a matter of law, or under any power that the Company or a subsidiary may have.

12. GOVERNING LAW. Except to the extent preempted by federal law, all matters relating to this Plan or to options granted hereunder shall be governed by the laws of the State of Maryland.

13. EXPENSES; PROCEEDS. The expenses of implementing and administering this Plan shall be borne by the Company and its subsidiaries. Proceeds from the sale of Common Stock under the Plan shall constitute general funds of the Company.

14. TITLES AND HEADINGS. The titles and headings of the Sections in this Plan are for convenience of reference only; in the event of any conflict, the text of this Plan, rather than such titles or headings, shall control.

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EX-99.4

Exhibit 99.4

FOURTH AMENDED AND RESTATED 2003 INCENTIVE PLAN

OF

TOA TECHNOLOGIES, INC.

(f/k/a ETADIRECT HOLDINGS, INC.)

1. PURPOSE; AWARDS PERMITTED.

This Fourth Amended and Restated 2003 Incentive Plan of TOA Technologies, Inc. (the “Plan”) is intended to promote the interests of TOA Technologies, Inc. (the “Company”) by giving incentives to the eligible officers and other employees and directors of and consultants and advisors to the Company and its Related Corporations, through providing opportunities to acquire stock in the Company. Certain capitalized terms have the meanings given them in Section 16 of the Plan.

The Plan permits the grants of Options to purchase shares of Common Stock, either ISOs or Non-Qualified Options; and awards of Restricted Stock. The Board shall have the right to grant other Awards based upon the Common Stock having such terms and conditions as the Board may determine, including, without limitation, the grant of shares based upon certain conditions, the grant of securities convertible into Common Stock and the grant of stock appreciation rights, phantom stock awards or stock units.

The Company anticipates granting awards to Recipients in the State of California, and accordingly, notwithstanding anything to the contrary herein, each Option, award of Restricted Stock or other Award shall comply in all respects with Sections 25100, 25102 or 25105 of the California Corporations Code to the extent the Company is relying upon the exemption afforded thereby.

2. STOCK AVAILABLE FOR AWARDS.

The stock subject to Awards shall be authorized but unissued shares of that class of common stock of the Company having the greatest aggregate value of common stock issued and outstanding of the Company, or common stock with substantially similar rights to stock of such class (disregarding any difference in voting rights) (“Common Stock”), or shares of Common Stock reacquired by the Company in any manner. The aggregate number of shares which may be issued under the Plan is Seventy-seven Million Five Hundred Thirty-four Thousand Eight Hundred Ninety (77,534,890), all of which Shares may be issued under the Plan pursuant to Incentive Stock Options, subject to adjustment as provided in Section 12. If any Option granted under the Plan shall expire or terminate for any reason without having been exercised in full or shall cease for any reason to be exercisable in whole or in part, is surrendered pursuant to an Option Exchange Program, or if the Company shall reacquire any Unvested shares issued pursuant to Awards due to forfeiture of such shares or repurchase by the Company at the original purchase price paid to the Company for such shares (including, without limitation, upon

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forfeiture to or repurchase by the Company in connection with the termination of a Recipient’s Business Relationship), the unpurchased shares subject to such Option, or such Unvested shares so reacquired shall again be available for grants of Awards under the Plan. In addition, any Shares which are retained by the Company upon exercise of an Award in order to satisfy the exercise or purchase price for such Award or any withholding taxes due with respect to such Award shall be treated as not issued and shall continue to be available for grants of Awards under the Plan. Notwithstanding the foregoing, subject to the provisions of Section 12, in no event shall the maximum aggregate number of shares that may be issued under the Plan pursuant to Incentive Stock Options exceed the number set forth in the second sentence of this Section 2 plus, to the extent allowable under Section 422 of the Code and the Treasury Regulations promulgated thereunder, any shares that again become available for issuance pursuant to the remaining provisions of this Section 2.

3. ADMINISTRATION.

(a) Administration by Board of Directors or Committee.

(i) Multiple Administrative Bodies. The Plan will be administered by the Board; provided, if permitted by Rule 16b-3, as in effect at the time that discretion is being exercised with respect to the Plan, and by the legal requirements of the Applicable Laws relating to the administration of stock plans such as the Plan, if any, the Plan may (but need not) be administered by different administrative bodies with respect to (A) Directors who are not employees, (B) Directors who are employees, (C) Officers who are not Directors, (D) Officers who are not employees and (E) employees who are neither Directors nor Officers. All references in the Plan to the “Board” shall mean such administrative body.

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

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

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

(v) Decisions Final. All decisions by the Board shall be final and binding and conclusive on all interested persons. Neither the Company nor any member of the Board shall be liable for any action or determination relating to the Plan.

(b) Express Grants of Authority.

Without limiting the power of the Board hereunder, the Board shall expressly have the authority:

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(i) to grant and amend Awards, to adopt, amend and repeal rules relating to the Plan and to interpret and correct the provisions of the Plan and any Award;

(ii) to determine the Fair Market Value;

(iii) to amend the terms of any and all outstanding Options to provide an Exercise Price per share which is higher or lower than the then-current Exercise Price per share of such outstanding Options;

(iv) to accelerate the date or dates on which all or any particular Option or Options granted under the Plan may be exercised;

(v) to extend the dates during which all, or any particular, Option or Options granted under the Plan may be exercised;

(vi) to provide that any Restricted Stock shall be free of some or all restrictions;

(vii) to provide that any other stock-based Awards may become exercisable in full or in part or free of some or all restrictions or conditions, or otherwise realizable in full or in part, as the case may be;

(viii) in the event of the acceleration of the exercisability of one or more outstanding Options, to provide, as a condition of full exercisability of any or all such Options, that the Common Stock or other substituted consideration, including cash, as to which exercisability has been accelerated shall be restricted stock subject to forfeiture and return to the Company at the option of the Company at the cost thereof upon termination of employment or other relationship, with the timing and other terms of the vesting of such restricted stock or other consideration being equivalent to the timing and other terms of the superseded exercise schedule of the related Option;

(ix) to determine whether or not a Recipient has a Business Relationship with the Company, or whether it has been terminated, and when such termination occurs, which determination shall be made by the Board in its sole discretion (it being understood that the Board may, but need not, take into account the provisions of Regulation 1.409A-1(h)), and shall not be subject to challenge or review by the Recipient for any reason. Without limiting the foregoing, such determination may be made prospectively (i.e. in connection with proposed termination of the Recipient’s Business Relationship) even if at the time of such determination such Recipient continues to assert the right to, or has some continuing relationship with the Company. Further, if the Recipient is at such time a member of the Board, the Recipient shall not participate in such determination, and the determination of the remaining members of the Board, even if not a quorum, shall be binding;

(x) to take any action under this Plan on a case-by case basis, on the same basis or on different bases (treating differently each tranche, Award or individual or group or combination thereof) as the Board may determine; and

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(xi) to make any adjustments or other decision under Section 12 of the Plan (or otherwise), whose determination as to what adjustments or decisions, if any, will be made and the extent thereof shall be final, binding and conclusive.

The Board may do any of the foregoing at any time and from time to time, despite the fact that the foregoing actions may (x) cause the application of Sections 280G and 4999 of the Code if a change in control of the Company occurs, or (y) disqualify all or part of the Option as an Incentive Stock Option, or (z) cause the application of Section 409A of the Code. In addition, the Board may with the consent of the affected Recipient implement an Option Exchange Program and establish the terms and conditions of such Option Exchange Program without consent of the holders of capital stock of the Company. The Board may do any of the foregoing at any time and from time to time, after consideration of such factors as the Board considers relevant (which may include any financial accounting consequences to the Company, e.g., under ASC Topic 718 or similar types of accounting requirements and guidance affecting the proper administration of the Plan).

(c) Non-U.S. Recipients.

Notwithstanding anything in the Plan to the contrary, with respect to any Recipient who is resident outside of the United States, the Board may, in its sole discretion, amend the terms of the Plan in order to conform such terms with the requirements of local law or to meet the objectives of the Plan. The Board may, where appropriate, establish one or more sub-plans for this purpose.

4. ELIGIBLE RECIPIENTS.

ISOs may be granted to any employee of the Company or of any Related Corporation. No person who is not such an employee may be granted an ISO. Non-Qualified Options and Restricted Stock may be granted to any employee, officer or director of, or consultant or advisor to the Company or any Related Corporation. The granting of any Award to any person shall neither entitle that person to, nor disqualify that person from, participation in any other grant of Awards.

5. RECIPIENT AGREEMENTS.

As a condition to the grant of an Award, each recipient of an Award shall execute a Recipient Agreement in such form not inconsistent with the Plan as the Board shall approve. In addition, the Recipients of Restricted Stock shall pay to the Company, if required, the applicable Original Issue Price for each share acquired. Recipient Agreements may differ among Recipients. The Board may, in its sole discretion, include provisions in Recipient Agreements not inconsistent with any provision of the Plan, including without limitation the effect of the termination of the Recipient’s employment or other relationship with the Company or a Related Corporation or the death or disability of the Recipient on the period during which an Option can be exercised; restrictions on transfer; repurchase rights; commitments to pay cash bonuses, to make, arrange for or guarantee loans or to transfer other property to recipients upon exercise of Options; or such other provisions as shall be determined by the Board.

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6. OPTION EXERCISE PRICE/ORIGINAL ISSUANCE PRICE OF RESTRICTED STOCK.

(a) Exercise/Original Issue Price.

Subject to Sections 11(b) and 6(b) of the Plan, the Exercise Price for each Option and the Original Issue Price for Restricted Stock shall be determined by the Board.

(b) Minimum Exercise Price.

The Exercise Price for each Option shall not be less than the Fair Market Value of the underlying stock on the date of grant, subject to additional restrictions set forth in Section 11(b) in the case of ISOs.

(c) Minimum Original Issue Price.

The Original Issue Price for Restricted Stock shall in no event be less than the par value of the Common Stock.

(d) Default Exercise Price/Original Issue Price.

In the absence of provision in the applicable Recipient Agreement expressly addressing the Exercise Price or Original Issue Price of an Award, such Exercise Price or Original Issue Price shall be the Fair Market Value on the date of grant, or such greater minimum Exercise Price if required as set forth in Section 11(b) in the case of ISOs.

7. OPTION EXERCISE PERIOD.

(a) Exercise Period.

Each Option and all rights thereunder shall expire on the Expiration Date set forth in the applicable Recipient Agreement, subject to earlier termination upon the conditions set forth in the Plan or the applicable Recipient Agreement (or, for Options granted following the Plan Adoption Date, if not so set forth, as specified in this Section 7). Notwithstanding the foregoing, no Option shall be exercisable more than ten (10) years from the date of grant.

(b) Default Exercise Period.

In the absence of a provision in the applicable Recipient Agreement expressly addressing the term of any Option, except as otherwise provided in Section 11(d), the Option shall be for a term of ten (10) years from the date of grant (subject to earlier termination under the conditions specified in this Section).

(c) Default Post-Termination Exercise Period.

For Options granted following the Plan Adoption Date, in the absence of a provision in the applicable Recipient Agreement expressly addressing the post-termination exercise rights of any Option, the Option (whether ISO or Non-Qualified) shall terminate, prior to the Expiration Date, under the following conditions:

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(i) If the cessation of such Business Relationship is for Cause, the right to exercise the Option shall terminate on the date of such cessation of Business Relationship.

(ii) If the Recipient dies during the course of the Recipient’s Business Relationship with the Company or a Related Corporation, or (unless the cessation of such Business Relationship was for Cause) within three (3) months after cessation of such Business Relationship, the Option may be exercised by the person to whom it is transferred by will or the laws of descent and distribution within the period of one (1) year after the date of death (or within such lesser period as may be specified in the Recipient Agreement) but not thereafter.

(iii) If the Recipient becomes disabled (within the meaning of Section 22(e)(3) of the Code) during the course of the Recipient’s Business Relationship with the Company or a Related Corporation, the Option may be exercised within the period of one (1) year after the date the Recipient’s Business Relationship ceases because of such disability (or within such lesser period as may be specified in the Recipient Agreement) but not thereafter.

(iv) If the provisions of (i)-(iii) above do not apply, the Option may be exercised within the period of three (3) months after the date of cessation of Business Relationship, but not thereafter.

(d) Minimum Post-Termination Exercise Period for Options.

In the event of termination of the Recipient’s Business Relationship with the Company (other than termination for Cause), such Recipient shall have the right to exercise any Option held, to the extent he or she was otherwise entitled to exercise such Option on the date of termination, for at least: (i) six months from the date of termination if termination was caused by the Recipient’s death or “permanent total disability” (within the meaning of Section 22(e)(3) of the Code), or (ii) 30 days from the date of termination, if termination was due to reasons other than (x) such Recipient’s death, or (y) such Recipient’s “permanent total disability” (within the meaning of Section 22(e)(3) of the Code).

8. VESTING; REPURCHASE OF RESTRICTED STOCK.

(a) Vesting.

Recipient Agreements for Awards may provide that such Awards are subject to vesting, setting forth dates and amounts of Vested shares as of each date under the Award. All shares under an Award that are not Vested shares are “Unvested” shares. For the purpose of the foregoing, “Vested” shares of an unexercised option refers to those shares with respect to which the optionee has the right, at such time to exercise the Option and acquire such shares; “Unvested” shares of an unexercised option refers to the remaining shares subject to such Option; “Vested” and “Unvested” shares of Restricted Stock refer to shares which are subject to potentially differing treatment upon exercise of the repurchase right specified in Section 8(e).

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(b) Default Conditions for Vesting.

In the absence of a provision in the applicable Recipient Agreement expressly specifying the conditions for vesting, if the Award is (i) an ISO, then the continuation of vesting shall be conditional upon the Recipient remaining an employee of the Company or a Related Corporation through any applicable date, and (ii) in the case of all other Awards, if the Recipient is in a Business Relationship with the Company or any Related Corporation on the grant date, then vesting shall be conditional on the Recipient continuing to be in a Business Relationship with the Company or any Related Corporation through any applicable date.

(c) Default Time Period for Vesting.

In the absence of provision in the applicable Recipient Agreement expressly addressing vesting of an Award, 25% of the Award shall vest on the first anniversary of the grant date of such Award and the remainder shall vest in 12 substantially equal quarterly installments thereafter, subject to continuous satisfaction of the vesting requirement specified in the Recipient Agreement (or in Section 8(b) if not so specified).

(d) Exercise of Vested Options.

Except as otherwise provided in the Recipient Agreement, an Option may be exercised by the Recipient, in whole or in part, with respect to all Vested shares at any time prior to the Expiration Date or the earlier termination of the Option, upon compliance with the condition to exercise in Section 9.

(e) Repurchase Right for Restricted Stock.

Except as otherwise specified in the Recipient Agreement, upon the termination for any reason of the Business Relationship of a Recipient of Restricted Stock, the Company, at its sole election, may repurchase and Recipient shall be obligated to sell, (i) all of the Unvested shares at the Original Issue Price, and (ii) all of the Vested shares at the Fair Market Value as of the effective date of termination of the Business Relationship. Except as otherwise specified in the Recipient Agreement, unless the Company notifies Recipient within three (3) months from the termination of the Business Relationship that it does not intend to exercise its repurchase option with respect to some or all of the Unvested shares, the repurchase option for the Unvested shares shall be deemed automatically exercised by the Company as of the end of such three (3) month period following such termination date, provided that the Company may notify Recipient that it is exercising its repurchase option as of a date prior to the end of such three (3) month period. Except as otherwise specified in the Recipient Agreement, if the Company elects to exercise its repurchase option set forth in this Section 8(e) with respect to the Vested shares, it shall give Recipient a written notice within three (3) months after termination of the Business Relationship, specifying the number of Vested shares that the Company elects to purchase. The notice shall also specify a date for the closing hereunder, which date shall be not more than thirty (30) calendar days after the giving of such notice. The closing shall take place at the Company’s principal offices or such other location as the Company may reasonably designate in such notice. At the closing, Recipient shall deliver to the Company the certificate or certificates representing the Unvested shares and the Vested shares being purchased against the simultaneous delivery of the purchase price by the Company. The Company may pay such purchase price in eight (8) equal quarterly payments bearing interest payable not less than annually at no less than 100% of

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the lowest applicable Federal rate, as defined in Section 1274(d) of the Code, with the first payment to be made at the closing of the purchase and sale of shares, and each subsequent payment to be made in three-month intervals. The Company’s purchase rights are assignable by the Company it its sole discretion.

9. EXERCISE OF OPTIONS; PAYMENT OF EXERCISE PRICE AND ORIGINAL ISSUE PRICE

(a) Exercise of Option

Unless otherwise specified in the applicable Recipient Agreement, an Option shall be exercised by the Recipient’s delivery of written notice of exercise to the Treasurer of the Company, specifying the number of shares to be purchased and the purchase price to be paid therefor and accompanied by payment in full in accordance with this Section 9. Such exercise shall be effective upon receipt by the Treasurer of the Company of such written notice together with the required payment. The Recipient may purchase less than the number of shares covered by a Recipient Agreement, provided that no partial exercise of an Option may be for any fractional share.

(b) Payment of Exercise Price and Original Issue Price

Payment of the Exercise Price or Original Issue Price of an Award shall be determined by the Board (and, in the case of an Incentive Stock Option and to the extent required by Applicable Laws, shall be determined at the time of grant) and set forth in the applicable Recipient Agreement and may consist entirely of: (1) cash; (2) check; (3) to the extent permitted under, and in accordance with, Applicable Laws, delivery of a promissory note with such recourse, interest, security and redemption provisions as the Board determines to be appropriate (subject to the provisions of Section 152 of the Delaware General Corporation Law); (4) cancellation of indebtedness; (5) other previously owned shares of the Company’s Common Stock that have a Fair Market Value on the date of surrender equal to the aggregate Exercise Price or Original Issue Price as to which the Award is exercised or purchased; (6) a Cashless Exercise; (7) such other consideration and method of payment permitted under Applicable Laws; or (8) any combination of the foregoing methods of payment. In making its determination as to the type of consideration to accept, the Board shall consider if acceptance of such consideration may be reasonably expected to benefit the Company and the Board may, in its sole discretion, refuse to accept a particular form of consideration at the time of any exercise or purchase.

(c) Information for ISO Recipient.

Upon a Recipient’s exercise of an ISO, the Company shall provide to the Recipient the information required pursuant to Section 6039 of the Code.

10. NONTRANSFERABILITY OF AWARDS.

Options shall not be assignable or transferable by the Recipient, either voluntarily or by operation of law, except by will or the laws of descent and distribution, and, during the life of the Recipient, shall be exercisable only by the Recipient; except that Non-Qualified Options may also be transferred by instrument to an inter vivos or testamentary trust in which the Non-

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Qualified Options are to be passed to the Recipient’s beneficiaries upon the Recipient’s death, or by gift to the Recipient’s “family members” (as defined in Rule 701 of the Securities Act). No Plan participant may transfer any right to Restricted Stock under this Plan except by will or the laws of descent and distribution, and by instrument to an inter vivos or testamentary trust in which the Restricted Stock is to be passed to the Recipient’s beneficiaries upon the Recipient’s death, or by gift to the Recipient’s “family members” (as defined in Rule 701 of the Securities Act).

11. ADDITIONAL ISO REQUIREMENTS.

ISOs granted under the Plan are subject to the additional following requirements:

(a) Designation.

The ISO shall, at the time of grant, be specifically designated as an Incentive Stock Option (or ISO) in the applicable Recipient Agreement.

(b) Exercise Price.

The Exercise Price shall not be less than 100% of the Fair Market Value at the time of grant of such ISO, or less than 110% of such Fair Market Value in the case of an ISO granted to a 10% Shareholder.

(c) $100,000 Aggregate Grant Limitation.

In no event shall the aggregate Fair Market Value (measured for each grant at the time of grant of an ISO) for which ISOs granted to any employee are exercisable for the first time by such employee during any calendar year (under all stock option plans of the Company and any Related Corporation) exceed One Hundred Thousand Dollars ($100,000). Any Option which would, but for its failure to satisfy the foregoing restriction, qualify as an ISO shall nevertheless be a valid Option, but to the extent of such failure it shall be deemed to be a Non-Qualified Option.

(d) Expiration Date.

The Expiration Date for the ISO shall not be later than ten years after the date on which the ISO is granted and, in the case of an ISO granted to a 10% Shareholder, such Expiration Date shall not be later than five years after the date on which the ISO is granted.

(e) Continuous Employment Required; Post-Termination Exercise.

No ISO may be exercised unless, at the time of such exercise, the Recipient is, and has been continuously since the date of grant of the ISO, employed by the Company or a Related Corporation, except that:

(i) An ISO may be exercised within the period of three (3) months after the date the Recipient ceases to be an employee of the Company and any Related Corporation (or within such lesser period as may be specified in the applicable Recipient Agreement or this Plan).

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(ii) If the Recipient dies while in the employ of the Company or a Related Corporation, or within three (3) months after the Recipient ceases to be such an employee of the Company or a Related Corporation, the ISO may be exercised by the person to whom it is transferred by will or the laws of descent and distribution within the period of one (1) year after the date of death (or within such lesser period as may be specified in the Recipient Agreement or this Plan).

(iii) If the Recipient becomes disabled (within the meaning of Section 22(e)(3) of the Code) while in the employ of the Company or a Related Corporation, the ISO may be exercised within the period of one (1) year after the date the Recipient’s employment ceases because of such disability (or within such lesser period as may be specified in the Recipient Agreement or this Plan).

Notwithstanding the foregoing provisions of this Section 11(e), no ISO may be exercised after its Expiration Date.

(f) Reclassified Options.

Any Option which would, but for its failure to satisfy the foregoing restriction, qualify as an ISO shall nevertheless be a valid Option, but to the extent of such failure it shall be deemed to be a Non-Qualified Option.

12. ADJUSTMENTS; MERGER, SALE OF SUBSTANTIALLY ALL ASSETS, REORGANIZATION, ETC.

(a) Definition of Reorganization.

“Reorganization” means a merger, consolidation, sale of all or substantially all of the assets of the Company, reorganization, recapitalization, reclassification, stock dividend, stock split, reverse stock split, holding company formation or other similar type of transaction, the liquidation of the Company, or the consummation of a transaction, or series of related transactions, in which any “person” (as such term is used in Sections 13(d) and 14(d) of the Exchange Act) becomes the “beneficial owner” (as defined in Rule 13d-3 of the Exchange Act), directly or indirectly, of more than 50% of the Company’s then outstanding capital stock.

(b) Continuation of Awards.

Upon the consummation of a Reorganization, the Board or the board of directors of the surviving or acquiring entity (as used in this Section 12 of the Plan, also the “Board”), may, in its sole discretion, treat each outstanding Award (vested or unvested) as it determines, which determination may be made without the consent of any Recipient and need not treat all outstanding Awards (or portion thereof) in an identical manner. Such determination, without the consent of any Recipient, may provide (without limitation) for one or more of the following in the event of a Reorganization: (1) the continuation of such Awards by the Company; (2) the assumption of such Awards by the surviving or acquiring entity; or (3) the substitution by the

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surviving corporation or its parent on an equitable basis for the shares then subject to such Awards either (i) the consideration payable with respect to the outstanding shares of Common Stock in connection with the Reorganization, (ii) shares of stock of the surviving or acquiring corporation, or (iii) such other securities, consideration or rights as the Board deems appropriate, so long as the Fair Market Value of which (as determined by the Board in its sole discretion) does not materially differ from the Fair Market Value of the Awards immediately preceding the Reorganization; and provided, that any new Options substituted for ISOs shall meet the requirements of Section 424(a) of the Code, and the requirements of Prop. Regulation 1.409A-(b)(5)(v)(D).

(c) Termination of Awards.

In addition to or in lieu of the actions described in this Section 12, in connection with any Reorganization, with respect to outstanding Awards (vested or unvested), the Board may, on the same basis or on different bases as the Board may specify, upon written notice to the affected recipient, provide, without limitation and without the consent of any Recipient, that: (i) any or all then exercisable Options (a) must be exercised in whole or in part within a specified number of days of the date of such notice, at the end of which period such Options shall automatically terminate or (b) be terminated in exchange for a cash payment or such other consideration as may be received by the Company in connection with the Reorganization equal to the excess of the Fair Market Value (as determined by the Board in its sole discretion) for the shares subject to such Options over the Exercise Price thereof; (ii) any or all Options that are not then exercisable (“Unexercisable Options”) shall be terminated for no consideration; and/or (iii) any or all Unvested shares or other unvested rights issued or issuable pursuant to other Awards (“Unvested Rights”) shall be terminated for such consideration, if any, as determined by the Board.

(d) Accelerated Vesting.

(i) In addition to, in lieu of, or in connection with any of the actions described in this Section 12, in connection with any Reorganization, with respect to outstanding Unvested Awards, the Board may provide that such Awards may become fully Vested, or any or all future unvested portions of such Award become Vested, or any combination of the foregoing; but may also provide as a condition to exercising any or all Unexercisable Options as to which exercisability has been accelerated, that the Common Stock issuable upon exercise thereof shall be Restricted Stock subject to forfeiture and repurchase at the option of the Company (or the surviving or acquiring entity in such Reorganization (the “Successor”), as applicable) at the cost thereof upon termination of employment or other relationship, with the timing and other terms of the vesting of such Restricted Stock being equivalent to the timing and other terms of the superseded vesting schedule of the related Unexercisable Options.

(ii) Notwithstanding any provision of this Plan to the contrary, in the event that (x) any Unvested Award is terminated in connection with any Reorganization pursuant to Section 12(c) above, and (y) the agreement pursuant to which the Company granted or issued such Unvested Award (the “Award Agreement”) provided that the vesting or exercisability of such Unvested Award would accelerate (in whole or in part) upon the occurrence of one or more specified events following a Reorganization (an “Acceleration Event”), then the Board may, in its sole discretion, make appropriate provision to ensure that the holder of such Unvested Award

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shall receive a contractual right at the time of such termination such that, notwithstanding such termination, in the event such Acceleration Event occurs following the Reorganization, such holder shall be entitled to receive from the Company or its Successor (as applicable) the cash payment or other consideration to which such holder would have been entitled with respect to the portion of such Unvested Award that would have accelerated pursuant to the Award Agreement had such Award been continued by the Company or assumed by the Successor in accordance with Section 12(b) above.

(e) Continuation of Repurchase Rights.

Unless otherwise determined by the Board, any repurchase rights or other rights of the Company that relate to any Awards shall continue to apply to consideration, including cash and amended Awards, that has been substituted, assumed or amended for Awards pursuant to this Section 12 of the Plan. The Company may hold in escrow all or any portion of any such consideration in order to effectuate any continuing restrictions.

(f) Substitution of Securities.

Unless otherwise provided by the Board consistent with its powers under this Section 12 of the Plan, if, through or as a result of any Reorganization, (i) the outstanding shares of Common Stock are increased, decreased or exchanged for a different number or kind of shares or other securities of the Company or a corporation or other entity controlled by or controlling the Company, or (ii) additional shares or new or different shares or other securities of the Company or other non-cash property is distributed with respect to such shares of Common Stock or other securities, an appropriate and proportionate adjustment shall be made in (a) the maximum number and kind of shares reserved for issuance under the Plan, (b) the number and kind of shares or other securities subject to any then outstanding Awards under the Plan, and (c) the price for each share subject to any then outstanding Awards under the Plan, without changing the aggregate purchase price as to which any Options remain exercisable. No fractional shares shall be issued under the Plan on account of any adjustments set forth in this Section 12 of the Plan or otherwise. Notwithstanding the foregoing provisions of this Section 12(f), no adjustment shall be made pursuant to this Section 12(f) if such adjustment would cause any ISO granted under the Plan to fail to qualify as an incentive stock option within the meaning of Section 422 of the Code. Notwithstanding the foregoing, the Board will make such adjustments to an Award required by Section 25102(o) of the California Corporations Code to the extent the Company is relying upon the exemption afforded thereby with respect to the Award.

(g) Substitution of Awards.

The Company may grant Awards under the Plan in substitution for Options or other Awards held by employees of another corporation who become employees of the Company or a Related Corporation as the result of a Reorganization. The Company may direct that substitute Awards be granted on such terms and conditions as the Board considers appropriate in the circumstances; provided, however, that any Options substituted for ISOs shall meet the requirements of Section 424(a) of the Code to the extent practicable.

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13. RELATIONSHIP OF RECIPIENTS

(a) No Rights as Shareholder.

The holder of an Option shall have no rights as a shareholder with respect to any shares covered by the Option (including, without limitation, any voting rights, or any rights to receive dividends or non-cash distributions with respect to such shares) until the date of issue of a stock certificate for such shares. No adjustment shall be made for dividends or other rights for which the record date is prior to the date such stock certificate is issued.

(b) No Rights to Employment.

Nothing contained in the Plan or in any Recipient Agreement or other agreement or instrument executed pursuant to the provisions of the Plan shall confer upon any Recipient any right with respect to the continuation of his or her employment by or Business Relationship with the Company or any Related Corporation or interfere in any way with the right of the Company or a Related Corporation at any time to terminate such employment or Business Relationship to increase or decrease the compensation of the Recipient.

(c) No Rights Under Other Plans.

Except as to plans which by their terms include such amounts as compensation, no amount of compensation deemed to be received by an employee as a result of any Award will constitute compensation with respect to which any other employee benefits of such employee are determined, including, without limitation, benefits under any bonus, pension, profit-sharing, life insurance or salary continuation plan, except as otherwise specifically determined by the Board.

(d) Stockholder Agreement.

Except as may be specifically stated to the contrary in the applicable Recipient Agreement, if at the time of the grant of an Award or exercise thereof the Stockholder Agreement(s) shall then be in effect, it shall be a condition of the grant of an award of Restricted Stock or the exercise of an Option that the Recipient become a party to the Stockholder Agreement(s) upon Company’s request. Any obligations of a Recipient under the Stockholder Agreement(s) (such as for example regarding the right of the Company to repurchase securities in certain circumstances) shall be in addition to, and not in substitution of any obligation hereunder.

14. COMPLIANCE WITH SECURITIES LAWS.

(a) Rule 701 Compliance.

Unless in the opinion of counsel to the Company the issuance of securities under this Plan is exempt from the requirements of Rule 701, the Company must:

(i) deliver to each Recipient a copy of this Plan and the Recipient Agreement for each Award and

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(ii) (b) if the aggregate amount of Common Stock issued under the Plan (or other compensatory plans of the Company) in any consecutive 12-month period exceeds $5 million as calculated under the Rule 701 under the Securities Act, the Company shall deliver the following disclosure to each Recipient a reasonable period of time before the issuance of Common Stock to such Recipient under this Plan (including a reasonable period of time prior to the date of exercise of any Option):

(A) A summary of the material terms of the Plan;

(B) Information about the risks associated with investment in the Common Stock; and

(C) Financial statements required to be furnished under Rule 701, which must be as of a date no more than 180 days before the issuance of Common Stock.

(b) Investment Intent.

The Board may require any person to whom an Option is granted, as a condition of exercising such Option, and any person to whom Restricted Stock is granted, as a condition thereof, to give written assurances in substance and form satisfactory to the Board to the effect that such person is acquiring the Common Stock subject to the Award for such person’s own account for investment and not with any present intention of selling or otherwise distributing the same, and to such other effects as the Company deems necessary or appropriate in order to comply with federal and applicable state securities laws, or with covenants or representations made by the Company in connection with any public offering of its Common Stock.

(c) Regulatory Requirements.

Each Option shall be subject to the requirement that if, at any time, counsel to the Company shall determine that the listing, registration or qualification of the shares subject to such Option upon any securities exchange or under any state or federal law, or the consent or approval of any governmental or regulatory body, or that the disclosure of non-public information or the satisfaction of any other condition is necessary as a condition of, or in connection with, the issuance or purchase of shares thereunder, such Option may not be exercised, in whole or in part, unless such listing, registration, qualification, consent or approval, or satisfaction of such condition shall have been effected or obtained on conditions acceptable to the Board. Nothing herein shall be deemed to require the Company to apply for or to obtain such listing, registration or qualification, or to satisfy such condition.

(d) Legends.

All stock certificates representing shares of Common Stock issued to the Recipient hereunder shall have affixed thereto legends substantially in the following forms, in addition to any other legends required by applicable state law:

“The shares of stock represented by this certificate have not been registered under the Securities Act and may not be transferred, sold or otherwise disposed of in the absence of an effective registration statement with respect to the shares evidenced

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by this certificate, filed and made effective under the Securities Act, or an opinion of counsel satisfactory to the Company to the effect that registration under such Act is not required.”

“The shares of stock represented by this certificate are subject to certain restrictions on transfer contained in a Recipient Agreement, a copy of which will be furnished upon request by the issuer.”

(e) Lock-up Period.

If the Company effects an initial underwritten public offering of Common Stock registered under the Securities Act, shares acquired under this Plan may not be sold, offered for sale or otherwise disposed of, directly or indirectly, without the prior written consent of the managing underwriter(s) of the offering, for such period of time after the execution of an underwriting agreement in connection with such offering that all of the Company’s then directors and executive officers agree to be similarly bound.

15. WITHHOLDING AND NOTICE OF DISQUALIFYING DISPOSITION

(a) Withholding.

The Company shall have the right to deduct from payments of any kind otherwise due to the Recipient any federal, state, local or foreign taxes of any kind required by law to be withheld with respect to any shares issued with respect to an Award, including without limitation the making of a purchase of Common Stock for less than its Fair Market Value, the making of a Disqualifying Disposition, or the vesting of Restricted Stock. The Board in its sole discretion may condition the exercise of an Option or the acquisition of Restricted Stock on the grantee’s payment of such additional withholding taxes, regardless of whether or not a provision relating thereto is included in the Recipient Agreement.

The Board may, to the extent permitted under Applicable Laws, permit a Recipient (or in the case of the Recipient’s death or a permitted transferee, the person holding or exercising the Award) to satisfy all or part of his or her tax, withholding, or any other required deductions or payments by Cashless Exercise or by surrendering shares of the Company’s Common Stock (either directly or by stock attestation) that he or she previously acquired; provided that, the shares withheld in the Cashless Exercise must be limited to avoid financial accounting charges under applicable accounting guidance and any such surrendered shares must have been previously held for any minimum duration required to avoid financial accounting charges under applicable accounting guidance. Any payment of taxes by surrendering shares to the Company may be subject to restrictions, including, but not limited to, any restrictions required by rules of the Securities and Exchange Commission.

(b) Notice of Disqualifying Dispositions.

Each employee who receives an ISO must agree to notify the Company in writing immediately after the employee makes a Disqualifying Disposition of any Common Stock acquired pursuant to the exercise of an ISO. “Disqualifying Disposition” is any disposition

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(including any sale) of such Common Stock before the later of (a) two (2) years after the date the employee was granted the ISO or (b) one (1) year after the date the employee acquired Common Stock by exercising the ISO. If the employee has died before such stock is sold, these holding period requirements do not apply and no Disqualifying Disposition can occur thereafter.

(c) Compliance With Code Section 409A

All Plan terms shall be interpreted consistently with IRC Sec. 409A of the Code and any provisions contained in the Plan contrary to the provisions of IRC Sec. 409A are invalid.

16. DEFINITIONS

As used herein and in any Recipient Agreement, following terms have the following meanings:

“10% Shareholder” means the owner of stock possessing more than 10% of the total combined voting power of all classes of stock of the Company or any Related Corporation (after taking into account the attribution of stock ownership rules of Section 424(d) of the Code).

“Applicable Laws” means the requirements relating to the administration of stock option plans under U.S. state corporate laws, U.S. federal and state securities laws, the Code, any stock exchange or quotation system on which the Common Stock is listed or quoted and the applicable laws of any foreign country or jurisdiction where Awards are, or will be, granted under the Plan.

“Awards” means Options and Restricted Stock.

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

“Business Relationship” means the recipient serves the Company in the capacity of an employee, officer, director or consultant. The Board may, but need not, take into account Regulation 1.409A-1(h) when determining whether a Business Relationship exists.

“Cashless Exercise” means a program approved by the Board in which payment of the Option exercise price or tax withholding obligations or other required deductions may be satisfied, in whole or in part, with shares subject to the Option, including by delivery of an irrevocable direction to a securities broker (on a form prescribed by the Company) to sell shares and to deliver all or part of the sale proceeds to the Company in payment of such amount.

“Cause” means, with respect to the termination by the Company or a Related Corporation of the Recipient’s Business Relationship with the Company or a Related Corporation, that such termination is for one or more of the reasons set forth in the definition of “Cause” as such term is expressly defined in a then-effective written agreement between the Recipient and the Company or such Related Corporation, or in the absence of such then-effective written agreement and definition, is based on, in the determination of the Board, the Recipient’s: (i) performance of any act, or failure to perform any act, in bad faith and to the detriment of the Company or a Related Corporation; (ii) dishonesty, intentional misconduct, material violation of any applicable Company or Related Corporation policy, or material breach of any agreement with the Company or a Related Corporation; or (iii) commission of a crime involving dishonesty, breach of trust, or physical or emotional harm to any person.

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“Code” means the Internal Revenue Code of 1986 as amended from time to time.

“Committee” means a committee appointed by the Board under Section 3.

“Director” means a member of the Board.

“Disqualifying Disposition” has the meaning given it in Section 15(b).

“employment” shall be defined in accordance with the provisions of Treasury Regulation Section 1.421-7(h) under the Code (or any successor regulations).

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“Exercise Price” of an Option means the purchase price per share of Common Stock deliverable upon the exercise of an Option.

“Expiration Date” of an Option means the expiration date specified in accordance with Section 7.

“Fair Market Value” shall mean the fair market value of a share of Common Stock, as determined by the Board, and to the extent required, as provided in Regulation 1.409A-1(b)(5)(iv).

“Independent Contractor” means a “service provider” described in Regulation 1.409A-1(f)(3) and such other federal and state regulations defining “independent contractor” as may be applicable.

“ISO” or “Incentive Stock Options” means Options meeting the requirements of Section 422 of the Code.

“Non-Qualified Options” means Options which do no qualified as ISOs.

“Options” means options to acquire Common Stock of the Company.

“Option Exchange Program” means a program approved by the Board whereby (i) outstanding Options are surrendered or cancelled in exchange for Awards of the same type (which may have higher or lower exercise prices and different terms), Awards of a different type, and/or cash, (ii) outstanding Options are amended to increase or decrease the exercise price, and/or (iii) Recipients would have the opportunity to transfer any outstanding Awards to a financial institution or other person or entity selected by the Board.

“Original Issue Price” means the price per share payable by a Recipient to the Company in connection with the issuance of Restricted Stock to the Recipient.

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“parent” and “subsidiary” mean “parent corporation” and “subsidiary corporation”, respectively, as those terms are defined in Sections 424(e) and 424(f) or successor provisions of the Code.

“Plan” means this Fourth Amended and Restated 2003 Incentive Plan, as amended.

“Plan Adoption Date” means the date on which this Plan was adopted by the Board, as set forth on the final page of this Plan.

“Recipient Agreement” means an agreement with a recipient setting forth the terms and conditions of an Award.

“Recipient” means the recipient of an Award. Except as otherwise indicated by the context, the term “Recipient”, as used in this Plan shall include the estate of the Recipient, the Recipient’s personal representative, or any other person who acquires the right to exercise this option by bequest or inheritance or otherwise by reason of the death of the Recipient or by reason of the Recipient’s incapacity.

“Regulation 1.409A”, or any subsection thereof, means section 1.409A or such subsection of the Regulations, including without limitation any amendment or successor thereto after the date of adoption of this Plan.

“Regulations” means the regulations, including without limitation proposed regulations, promulgated by the Internal Revenue Service pursuant to the Code.

“Related Corporation” means the Company, its parent (if any) and any present or future subsidiaries of the Company.

“Restricted Stock” means awards of, or opportunities to purchase, shares of Common Stock of the Company.

“Rule 16b-3” means Rule 16b-3 of the Exchange Act or any successor to Rule 16b-3, as in effect when discretion is being exercised with respect to the Plan.

“Securities Act” means the Securities Exchange Act of 1933, as amended.

“Stockholder Agreement” means any agreement or agreements in effect between the Company and one or more of its stockholders, which agreement may provide for rights of first refusal, restrictions on transfer, voting and other provisions as may be set forth therein.

“Vest”, “Vested”, and “Unvested” have the meanings given them in Section 8.

17. EFFECTIVE DATE AND DURATION OF THE PLAN.

(a) Effectiveness; Shareholder Approval.

(i) The Plan shall become effective when adopted by the Board, provided that, with respect to the Award of ISOs, this Plan must also have been approved by the shareholders of the Company within twelve months prior to such adoption by the Board, or be so approved by the shareholders within twelve months following adoption by the Board.

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(ii) Amendments to the Plan not requiring shareholder approval under Applicable Laws or the terms of the Plan shall become effective when adopted by the Board.

(iii) Amendments to the Plan requiring shareholder approval shall become effective when adopted by the Board, subject to the consequences set forth in Section 18(b) if shareholder approval is not obtained within twelve months of adoption by the Board.

(b) Termination.

The Plan first became effective in February 2004, the date on which the Board initially adopted the Plan. Unless sooner terminated as provided elsewhere in the Plan, the Plan shall continue in effect for an additional term of ten (10) years until December 10, 2023 (ten (10) years from the date on which the Board approved an extension of the term of the Plan). Awards outstanding on such date shall continue to have force and effect in accordance with the provisions of the instruments evidencing such Awards.

18. AMENDMENT OF THE PLAN.

(a) Amendment

The Board may at any time, and from time to time, modify or amend the Plan in any respect, except as otherwise expressly provided in the Plan; provided, however, that if at any time the approval of the shareholders of the Company is required under the Code with respect to ISOs, or is required under federal securities laws applicable to the Company, the Board may not effect such modification or amendment without such approval.

(b) Effect of Failure to Obtain Shareholder Approval.

(i) Subject to the limitation in this Section 18(b), Awards may be granted under the Plan at any time after the effective date and before the termination date of the Plan.

(ii) If shareholder approval of the Plan (or any amendment required to be approved by shareholders (the “Amendment”)) is not obtained within any required period specified in Section 17, then (x) any Awards previously granted under the Plan (or pursuant to such Amendment, as the case may be) shall terminate and shall be null and void, (y) no Awards shall be granted thereafter under the Plan (or pursuant to such Amendment, as the case may be) and (z) any Option exercised or other securities purchased hereunder (or pursuant to such Amendment, as the case may be) before shareholder approval of such Amendment is obtained shall be rescinded.

(c) Amendment of Awards.

The Board may amend outstanding Recipient Agreements in a manner not inconsistent with the Plan, and the Recipient’s consent to such action shall not be required unless the Board determines that the action would materially and adversely affect the Recipient. Without limiting

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the foregoing, without the consent of the Recipient, the Board shall have the right to amend or modify (i) the terms and provisions of the Plan and of any outstanding ISO granted under the Plan to the extent necessary to qualify any or all such Options for such favorable federal income tax treatment (including deferral of taxation upon exercise) as may be afforded incentive stock options within the meaning of Section 422 of the Code or non-qualified stock options exempt from the application of Section 409A of the Code, and (ii) the terms and provisions of the Plan and of any outstanding Option to the extent necessary to ensure the qualification of the Plan under Rule 16b-3.

19. NOTICES.

All notices under this Plan or a Recipient Agreement shall be delivered by hand, by email or fax, sent by commercial overnight courier service or sent by registered or certified mail, return receipt requested, and first-class postage prepaid, if to Company to its principal executive offices, attention: Corporate Secretary, and if to a Recipient, to the address of the Recipient on the Company’s records, or at such other address as may be designated in a notice by either party to the other. Notwithstanding the foregoing, any notice sent to such an address in a country other than that from which the notice is sent may be sent by fax or commercial air courier.

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