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(a)           The Company intends to maintain the Plan as a supplemental retirement plan for the benefit of a select group of management or highly compensated employees as may be designated by the Company in its sole discretion.

(b)           The Plan provides for the payment of vested accrued benefits to Plan participants and their beneficiaries in accordance with the terms of this document.

(c)           Under the Plan, the Company pays all of the accrued benefits from its general assets.

(d)           The Company has entered into an agreement (the “Trust Agreement”) with a person or persons, including an entity that serves as trustee (the “Trustee”) under an irrevocable trust (the “Trust”) to be used in connection with the Plan.

(e)           The Company wishes to make contributions to the Trust so that contributions to be held by the Trustee shall be invested, reinvested and distributed, all in accordance with the provisions of the Plan and the Trust Agreement.

(f)            The Company intends that the amounts contributed to the Trust and the earnings thereon shall be used by the Trustee to satisfy the liabilities of the Company under the Plan with respect to each Plan Participant for whom an Account has been established and such use of the Trust assets shall be made in accordance with the procedures set forth herein.

(g)           The Company intends that the Trust be a “grantor trust” with the principal and income of the Trust treated as assets and income of the Company for federal and state income tax purposes.

(h)           The Company intends that the assets of the Trust shall at all times be subject to the claims of the general creditors of the Company as provided in the Trust Agreement.

(i)            The Company intends that the existence of the Trust shall not alter the characterization the Plan as “unfunded” for purposes of ERISA, and shall not be construed to provide income to Participants under the Plan prior to actual payment of the accrued benefits thereunder.

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        A.    WHEREAS, by Lease Agreement dated August 24, 1995 Landlord leased to Tenant all of that certain 85,000+/- square foot building located at 1101 West Maude Avenue, Mountain View, California, the details of which are more particularly set forth in said August 24, 1995 Lease Agreement, and

        B.    WHEREAS, it is now the desire of the parties hereto to amend the Lease by: (i) extending the Term for twelve years, thereby changing the Termination Date from February 28, 2003 to February 28, 2015, (ii) amending the Basic Rent schedule and Aggregate Rent accordingly, (iii) increasing the Security Deposit required under the Lease, (iv) amending the Management Fee charged to Tenant, (vii) replacing Lease Paragraphs 12 ("Property Insurance") and 31 ("Notices"), (viii) amending Lease Paragraphs 5 ("Acceptance and Surrender of Premises"), 6 ("Alterations and Additions"), 11 ("Tenant's Personal Property Insurance and Workman's Compensation Insurance") and 21 ("Destruction"), (xi) adding a paragraph ("Authority to Execute"), and (x) deleting Lease Paragraphs 53 ("Two (2)—Three (3) Year Options to Extend") and 54 ("Tenant's Option to Terminate Lease") to the Lease Agreement as hereinafter set forth.

RECITALS

        A. WHEREAS, by Lease Agreement dated June 23, 1993 Landlord leased to Tenant all of that certain 104,170+/- square foot building located at 700A East Middlefield Road, Mountain View, California, the details of which are more particularly set forth in said June 23, 1993 Lease Agreement, and

        B. WHEREAS, said Lease was amended by Amendment No. 1 dated November 4, 1994 which: (i) acknowledged Tenant's exercise of it option to delay occupancy of the first floor of the Premises and established February 1, 1995 as the Commencement Date for the second floor of the Premises; (ii) decreased the Term of the Lease to eight years five months, or from October 1, 1994 through February 28, 2003, pursuant to Lease Paragraph 51 ("Commencement Date, Lease Term and Basic Rent Schedule Amended in the Event Tenant Delays Occupancy on the First and/or Second Floor of the Leased Premises"); and (iii) amended the Basic Rent Schedule and the Aggregate Rent accordingly, and,

        C. WHEREAS, said Lease was amended by Amendment No. 2 dated October 4, 1995 which: (i) amended Lease Paragraphs 49 ("Cross Default") and 50 ("Lease Terms Co-Terminous") to include reference to Tenant's other lease agreements with Landlord dated August 17, 1990, June 16, 1992 and August 24, 1995 for premises respectively located at 700C and 700B East Middlefield Road, Mountain View, California and 1101 West Maude Avenue, Mountain View, California; (ii) amended Lease Paragraph 52.B ("Structural Capital Costs Regulated by Governmental Agencies after the Commencement of this Lease Not Caused by Tenant or Tenant's Uses or Remodeling of the Premises") to correct an error disclosed by an audit of the Lease which required the deletion of the reference to the last four years of the Lease Term as a factor in calculating Tenant's cash contribution towards the cost of said improvements; (iii) established Tenant's temporary driveway rights to adjacent property leased by Tenant at 1101 West Maude Avenue, Mountain View, California; and (iv) replaced Exhibit A to the Lease, and

        D. WHEREAS, it is now the desire of the parties hereto to amend the Lease by (i) extending the Term for twelve years, thereby changing the Termination Date from February 28, 2003 to February 28, 2015, (ii) amending the Basic Rent schedule and Aggregate Rent accordingly, (iii) increasing the Security Deposit required under the Lease, (iv) amending the Management Fee charged to Tenant, (vii) replacing Lease Paragraphs 12 ("Property Insurance") and 31 ("Notices"), (viii) amending Lease Paragraphs 5 ("Acceptance and Surrender of Premises"), 6 ("Alterations and Additions"), 11 ("Tenant's Personal Property Insurance and Workman's Compensation Insurance") and 21 ("Destruction") and (ix) adding a paragraph ("Authority to Execute") to the Lease Agreement as hereinafter set forth.

RECITALS

        A. WHEREAS, by Lease Agreement dated August 17, 1990 Landlord leased to Tenant all of that certain 104,170+/- square foot building located at 7000 East Middlefield Rd., Mountain View, California, the details of which are more particularly set forth in said August 17, 1990 Lease Agreement (the "Lease"), and

        B. WHEREAS, said Lease was amended by the Commencement Letter dated April 1, 1991 which amended the Commencement Date of the Lease to commence March 15, 1991 and terminate March 14, 1999, and

        C. WHEREAS, said Lease was amended by Amendment No. 1 dated June 16, 1992 which: (i) extended the Lease Term through October 31, 2000; (ii) added a Paragraph addressing co-terminous lease terms; (iii) replaced Lease Paragraph 51 ("Hazardous Materials") and Exhibit A to the Lease; and (iv) amended Lease Paragraph 31 ("Notices") and the Basic Rent schedule, and

        D. WHEREAS, said Lease was amended by Amendment No. 2 dated March 22, 1993 which extended the Lease Term through December 31, 2000 and amended the Basic Rent Schedule, and

        E. WHEREAS, said Lease was amended by Amendment No. 3 dated June 23, 1993, which: (i) extended the Term of the Lease through December 31, 2002 to be co-terminous with the projected term of the Lease Agreement dated June 23, 1993 for premises located at 700A East Middlefield Road, Mountain View, California; (ii) amended the Basic Rent schedule; and (iii) replaced Paragraph 47 ("Parking"), and

        F. WHEREAS, said Lease was amended by Amendment No. 4 dated November 4, 1994 which: (i) extended the Term of the Lease through February 28, 2003 to be co-terminous with the extended Termination Date of the Lease Agreement dated June 23, 1993 for premises located at 700A East Middlefield Road, Mountain View, California and (ii) amended the Basic Rent schedule and the Aggregate Rent of the Lease Agreement, and

        G. WHEREAS, said Lease was amended by Amendment No. 5 dated October 4, 1995, which: (i) amended Amendment No. 3 Paragraph 2 ("Lease Terms Co-Terminous") and Amendment No. 2 Paragraph 1 ("Term of Lease") to include reference to Tenant's other lease agreements with Landlord dated June 16, 1992, June 23, 1993, and August 24, 1994 for premises respectively located at 700B and 700A East Middlefield Road, Mountain View, California and 1101 West Maude Avenue, Sunnyvale, California (the "Other Leases"); (ii) added a Cross Default Paragraph in reference to the Other Leases; and (iii) established Tenant's temporary driveway rights to adjacent property leased by Tenant at 1101 West Maude Avenue, Mountain View, California; and (iv) replaced Exhibit A to said Lease, and

        H. WHEREAS, it is now the desire of the parties hereto to amend the Lease by (i) extending the Term for twelve years, thereby changing the Termination Date from February 28, 2003 to February 28, 2015, (ii) amending the Basic Rent schedule and Aggregate Rent accordingly, (iii) increasing the Security Deposit required under the Lease, (iv) amending the Management Fee charged to Tenant, (vii) replacing Lease Paragraphs 12 ("Property Insurance") and 31 ("Notices"), (viii) amending Lease

Paragraphs 5 ("Acceptance and Surrender of Premises"), 6 ("Alterations and Additions"), 11 ("Tenant's Personal Property Insurance and Workman's Compensation Insurance") and 21 ("Destruction"), and (ix) adding a, paragraph ("Authority to Execute") to said Lease Agreement as hereinafter set forth.

RECITALS

        A. WHEREAS, by Lease Agreement dated June 16, 1992 Landlord leased to Tenant all of that certain 104,170+/- square foot building located at 700B E. Middlefield Road, Mountain View, California, the details of which are more particularly set forth in said June 16, 1992 Lease Agreement, and

        B. WHEREAS, said Lease was amended by the Commencement Letter dated March 9, 1993 which changed the Commencement Date of the Lease from November 1, 1992 to December 21, 1992, and changed the Termination Date from October 31, 2000 to December 31, 2000, and,

        C. WHEREAS, said Lease was amended by Amendment No. 1 dated June 23, 1993, which: (i) established December 21, 1993 as the Commencement Date for the second floor of the Premises; (ii) extended the Term for two years, changing the Termination Date from December 31, 2000 to December 31, 2002 to be co-terminous with the projected term of the lease agreement dated June 23, 1993 for premises located at 700A E. Middlefield Road, Mountain View, California, (iii) amended the Basic Rent Schedule; (iv) replaced Lease Paragraph 46 ("Parking"); and (v) established June 1, 1993 as the Commencement Date for the payment of Additional Rent expenses for 100% of the building, and

        D. WHEREAS, said Lease was amended by Amendment No. 2 dated November 4, 1994 which: (i) extended the Term for two months, thereby changing the Termination Date from December 31, 2002 to February 28, 2003 to be co-terminous with the extended termination date of the lease agreement dated June 23, 1993 for premises located at 700A E. Middlefield Road, Mountain View, California, and (ii) amended the Basic Rent Schedule and Aggregate Rent accordingly, and

        E. WHEREAS, said Lease was amended by Amendment No. 3 dated October 4, 1995 which: (i) amended (a) Amendment No. 1 Paragraph 3 ("Lease Terms Co-Terminous") and (b) Lease Paragraph 49 ("Cross Default") to include reference to Tenant's other lease agreements with Landlord dated August 17, 1990, June 23, 1993 and August 24, 1995 for premises respectively located at 700C and 700A E. Middlefield Road and 1101 W. Maude Avenue, Mountain View, California; (ii) amended Lease Paragraph 52.B. ("Structural Capital Costs Regulated by Governmental Agencies after the Commencement of this Lease Not Caused by Tenant or Tenant's Uses or Remodeling of the Premises") to correct an error disclosed by an audit of said Lease which required the deletion of the reference to the last four years of the Lease Term as a factor in calculating Tenant's cash contribution towards the cost of said capital improvements; (iii) established Tenant's temporary driveway rights to adjacent property leased by Tenant at 1101 W. Maude Avenue, Mountain View, California; and (iv) replaced Exhibit A to said Lease, and

        F. WHEREAS, it is now the desire of the parties hereto to amend the Lease by (i) extending the Term for twelve (12) years, thereby changing the Termination Date from February 28, 2003 to February 28, 2015, (ii) amending the Basic Rent schedule and Aggregate Rent accordingly, (iii) increasing the Security Deposit required under the Lease, (iv) amending the Management Fee charged to Tenant, (v) replacing Lease Paragraphs 12 ("Property Insurance") and 31 ("Notices"), (vi) amending Lease Paragraphs 5 ("Acceptance and Surrender of Premises"), 6 ("Alterations and Additions"), 11 ("Tenant's Personal Property Insurance and Workman's Compensation Insurance") and

21 ("Destruction"), (vii) adding a paragraph ("Authority to Execute") and (viii) deleting Lease Paragraphs 54 ("Option to Lease Building A (700A Middlefield Rd., Mt. View, CA) Option Space"), 55 ("First Right of Refusal") and 56 ("Rights Reserved for Tenant's Personal Benefit") to the Lease Agreement as hereinafter set forth.

RECITALS

        A.    WHEREAS, by Lease Agreement dated August 17, 1990 Landlord leased to Tenant all of that certain 104,170± square foot building located at 700C East Middlefield Rd., Mountain View, California, the details of which are more particularly set forth in said August 17, 1990 Lease Agreement (the "Lease"), and

        B.    WHEREAS, said Lease was amended by the Commencement Letter dated April 1, 1991 which amended the commencement date of the Lease to commence March 15, 1991 and terminate March 14, 1999, and

        C.    WHEREAS, said Lease was amended by Amendment No. 1 dated June 16, 1992 to extend the Lease term and amend Paragraphs 31 and 51, Exhibit A and the Basic Rent schedule, and

        D.    WHEREAS, said Lease was amended by Amendment No. 2 dated March 22, 1993 to extend the Lease Term and amend the Basic Rent Schedule, and

        E.    WHEREAS, it is now the desire of the parties hereto to amend the Lease by extending the Term of the Lease to be co-terminous with the term of the Lease Agreement dated June 23, 1993 for premises located at 700A Middlefield Road, Mountain View, California, which extension is projected to be two years, amending the Basic Rent schedule, and replacing Paragraph 47 Parking, as hereinafter set forth.

RECITALS

        A.    WHEREAS, by Lease Agreement dated August 17, 1990 Landlord leased to Tenant all of that certain 104,170± square foot building located at 700C East Middlefield Rd., Mountain View, California, the details of which are more particularly set forth in said August 17, 1990 Lease Agreement (the "Lease"), and

        B.    WHEREAS, said Lease was amended by the Commencement Letter dated April 1, 1991 which amended the commencement date of the Lease to commence March 15, 1991 and terminate March 14, 1999, and

        C.    WHEREAS, on even date herewith the Landlord and Tenant are entering into a Lease Agreement for that certain 104,170± square foot building located at 700B East Middlefield Rd., Mountain View, California, (the "Building B Lease Agreement"), and

        D.    WHEREAS, it is now the desire of the parties hereto to amend the Lease by extending the Term of the Lease to be co-terminous with the term of the Building B Lease Agreement which extension is projected to be one year seven months eighteen days, amending the Basic Rent, Paragraph 31 "Notices" and Paragraph 51 "Hazardous Materials" of the Lease Agreement and replacing the existing Exhibit A to said Lease with the Revised Exhibit A to Lease Agreement dated August 17, 1990 as hereinafter set forth.

RECITALS

        A.    WHEREAS, by Lease Agreement dated August 17, 1990 Landlord leased to Tenant all of that certain 104,170± square foot building located at 700C East Middlefield Rd., Mountain View, California, the details of which are more particularly set forth in said August 17, 1990 Lease Agreement (the "Lease"), and

        B.    WHEREAS, said Lease was amended by the Commencement Letter dated April 1, 1991 which amended the Commencement Date of the Lease to commence March 15, 1991 and terminate March 14, 1999, and

        C.    WHEREAS, said Lease was amended by Amendment No. 1 dated June 16, 1992 which: (i) extended the Lease Term through October 31, 2000; (ii) added a Paragraph addressing co-terminous lease terms; (iii) replaced Lease Paragraph 51 ("Hazardous Materials") and Exhibit A to the Lease; and (iv) amended Lease Paragraph 31 ("Notices") and the Basic Rent schedule, and

        D.    WHEREAS, said Lease was amended by Amendment No. 2 dated March 22, 1993 which extended the Lease Term through December 31, 2000 and amended the Basic Rent Schedule, and

        E.    WHEREAS, said Lease was amended by Amendment No. 3 dated June 23, 1993, which: (i) extended the Term of the Lease through December 31, 2002 to be co-terminous with the projected term of the Lease Agreement dated June 23, 1993 for premises located at 700A East Middlefield Road, Mountain View, California; (ii) amended the Basic Rent schedule; and (iii) replaced Paragraph 47 ("Parking"), and

        F.     WHEREAS, said Lease was amended by Amendment No. 4 dated November 4, 1994 which: (i) extended the Term of the Lease through February 28, 2003 to be co-terminous with the extended Termination Date of the Lease Agreement dated June 23, 1993 for premises located at 700A East Middlefield Road, Mountain View, California, and (ii) amended the Basic Rent schedule and the Aggregate Rent of the Lease Agreement, and

        G.    WHEREAS, it is now the desire of the parties hereto to amend the Lease by: (i) amending Amendment No. 3 Paragraph 2 ("Lease Terms Co-Terminous") and Amendment No. 2 Paragraph 1 ("Term of Lease") to include reference to Tenant's other lease agreements with Landlord dated June 16, 1992, June 23, 1993, and August 24, 1994 for premises respectively located at 700B and 700A East Middlefield Road, Mountain View, California and 1101 West Maude Avenue, Sunnyvale, California; (ii) adding a Cross Default Paragraph in reference to Tenant's three existing leases for premises respectively located at 700A and 700B East Middlefield Road, Mountain View, California, and 1101 West Maude Avenue, Mountain View, California; and (iii) establishing Tenant's temporary driveway rights to adjacent property leased by Tenant at 1101 West Maude Avenue, Mountain View, California; and (iv) replacing Exhibit A to said Lease as hereinafter set forth.

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RECITALS

        A.    WHEREAS, by Lease Agreement dated June 16, 1992, Landlord leased to Tenant all of that certain 104,170± square foot building located at 700B East Middlefield Rd., Mountain View, California, the details of which are more particularly set forth in said June 16, 1992 Lease Agreement (the "Lease"), and

        B.    WHEREAS, said Lease was amended by the Commencement Letter dated March 9, 1993 which amended the Commencement Date of the Lease to commence December 21, 1992 and terminate December 31, 2000, and

        C.    WHEREAS, said Lease was amended by Amendment No. 1 dated June 23, 1993 which: (i) established December 21, 1993 as the Commencement Date for the second floor space; (ii) extended the Term of the Lease through December 31, 2002 to be co-terminus with the projected term of the Lease Agreement dated June 23, 1993 for premises located at 700A Middlefield Road, Mountain View, California; (iii) amended the Basic Rent schedule; (iv) replaced Paragraph 46 ("Parking"); and (v) established June 1, 1993 as the Commencement Date for the payment of Additional Rent expenses for 100% of the building, and

        D.    WHEREAS, said Lease was amended by Amendment No. 2 dated November 4, 1994 which: (i) extended the Term of the Lease through February 28, 2003 to be co-terminus with the extended Termination Date of the Lease Agreement dated June 23, 1993 for premises located at 700A Middlefield Road, Mountain View, California; and (ii) amended the Basic Rent schedule and the Aggregate Rent of the Lease accordingly, and

        E.    WHEREAS, it is now the desire of the parties hereto to amend the Lease by: (i) amending (a) Amendment No. 1 Paragraph 3 ("Lease Terms Co-Terminus") and (b) Lease Paragraph 49 ("Cross Default"), to include reference to Tenant's other lease agreements with Landlord dated August 17, 1990, June 23, 1993, and August 24, 1995 for premises respectively located at 700C and 700A East Middlefield Road, Mountain View, California and 1101 West Maude Avenue, Sunnyvale, California; (ii) amending Lease Paragraph 52.B. ("Structural Capital Costs Regulated by Governmental Agencies under the Commencement of this Lease Not Caused by Tenant or Tenant's Uses or Remodeling of the Premises") to correct an error disclosed by a recent audit of said Lease which requires the deletion of the reference to the last four (4) years of the Lease Term as a factor in calculating Tenant's cash contribution towards the cost of said capital improvements; (iii) establishing Tenant's temporary driveway rights to adjacent property leased by Tenant at 1101 West Maude Avenue, Mountain View, California; and (iv) replacing Exhibit A to said Lease as hereinafter set forth.

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RECITALS

        A.    WHEREAS, by Lease Agreement dated June 23, 1993 Landlord leased to Tenant all of that certain 104,170+/-square foot building located at 700A East Middlefield Road, Mountain View, California, the details of which are more particularly set forth in said June 23, 1993 Lease Agreement (the "Lease"), and

        B.    WHEREAS, said Lease was amended by Amendment No. 1 dated November 4, 1994 which: (i) acknowledged Tenant's exercise of its option to delay occupancy of the first floor of the Premises and established February 1, 1995 as the Commencement Date for the second floor of the Premises; (ii) decreased the Term of the Lease to eight (8) years five (5) months, or from October 1, 1994 through February 28, 2003, pursuant to Lease Paragraph 51 ("Commencement Date, Lease Term and Basic Rent Schedule Amended in the Event Tenant Delays Occupancy on the First and/or Second Floor of the Leased Premises"); and (iii) amended the Basic Rent schedule and the Aggregate Rent of said Lease Agreement accordingly, and

        C.    WHEREAS, it is now the desire of the parties hereto to amend the Lease by: (i) amending Lease Paragraphs 49 ("Cross Default") and 50 ("Lease Terms Co-Terminous"), to include reference to Tenant's other lease agreements with Landlord dated August 17, 1990, June 16, 1992, and August 24, 1995 for premises respectively located at 700C and 700B East Middlefield Road, Mountain View, California and 1101 West Maude Avenue, Sunnyvale, California; (ii) amending Lease Paragraph 52.B. ("Structural Capital Costs Regulated by Governmental Agencies after the Commencement of this Lease Not Caused by Tenant or Tenant's Uses or Remodeling of the Premises") to correct an error disclosed by a recent audit of said Lease which requires the deletion of the reference to the last four (4) years of the Lease Term as a factor in calculating Tenant's cash contribution towards the cost of said capital improvements; and (iii) establishing Tenant's temporary driveway rights to adjacent property leased by Tenant at 1101 West Maude Avenue, Mountain View, California; and (iv) replacing Exhibit A to said Lease as hereinafter set forth.

RECITALS

A.                                   Employee and the Company are parties to an Employment Agreement, dated October 1, 1997 (the “Employment Agreement”). The Employment Agreement outlines the general terms of employment for the Employee.

B.                                     Pursuant to this Amendment and effective immediately upon the Parties’ mutual execution and delivery of this Amendment, the Parties desire to amend the Employment Agreement as follows.