Common use of Taxation upon Exercise of Option Clause in Contracts

Taxation upon Exercise of Option. Optionee understands that, upon exercise of this Option, he or she will recognize income for tax purposes in an amount equal to the excess of the then Fair Market Value of the Shares purchased over the exercise price paid for such Shares. Since the Optionee is subject to Section 16(b) of the Securities Exchange Act of 1934, as amended, under certain limited circumstances the measurement and timing of such income (and the commencement of any capital gain holding period) may be deferred, and the Optionee is advised to contact a tax advisor concerning the application of Section 83 in general and the availability a Section 83(b) election in particular in connection with the exercise of the Option. Upon a resale of such Shares by the Optionee, any difference between the sale price and the Fair Market Value of the Shares on the date of exercise of the Option, to the extent not included in income as described above, will be treated as capital gain or loss. INTRAWARE GRANT NO.: DATE OF GRANT: INTRAWARE, INC., a Delaware corporation By: Optionee acknowledges receipt of a copy of the Plan, a copy of which is attached hereto, and represents that he or she is familiar with the terms and provisions thereof, and hereby accepts this Option subject to all of the terms and provisions thereof. Optionee hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Board upon any questions arising under the Plan. Dated: Optionee EXHIBIT A DIRECTOR OPTION EXERCISE NOTICE INTRAWARE, INC. 00 Xxxxxx Xxx Xxxxxx, XX 00000 Attention: Corporate Secretary

Taxation upon Exercise of Option. Optionee understands that, upon -------------------------------- exercise of this Option, he or she will recognize income for tax purposes in an amount equal to the excess of the then Fair Market Value of the Shares purchased over the exercise price paid for such Shares. Since the Optionee is subject to Section 16(b) of the Securities Exchange Act of 1934, as amended, under certain limited circumstances the measurement and timing of such income (and the commencement of any capital gain holding period) may be deferred, and the Optionee is advised to contact a tax advisor concerning the application of Section 83 in general and the availability a Section 83(b) election in particular in connection with the exercise of the Option. Upon a resale of such Shares by the Optionee, any difference between the sale price and the Fair Market Value of the Shares on the date of exercise of the Option, to the extent not included in income as described above, will be treated as capital gain or loss. INTRAWARE GRANT NO.: DATE OF GRANT: INTRAWAREOctober 19, INC., 2001 Avanex Corporation a Delaware corporation By: /s/ Xxxx Xxxxx ------------------ Optionee acknowledges receipt of a copy of the Plan, a copy of which is attached hereto, and represents that he or she is familiar with the terms and provisions thereof, and hereby accepts this Option subject to all of the terms and provisions thereof. Optionee hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Board upon any questions arising under the Plan. Dated: 12-14-01 --------------- /s/ Xxxxxxxx Xxxxxx ------------------- Optionee EXHIBIT A DIRECTOR OPTION EXERCISE NOTICE INTRAWAREAvanex Corporation 00000 Xxxxxxxxxxxx Xxxxxx Xxxxxxx, INC. 00 Xxxxxx Xxx Xxxxxx, XX Xxxxxxxxxx 00000 Attention: Corporate Secretary

Taxation upon Exercise of Option. Optionee understands that, upon exercise of this Option, he or she will recognize income for tax purposes in an amount equal to the excess of the then Fair Market Value of the Shares purchased over the exercise price paid for such Shares. Since the Optionee is subject to Section 16(b) of the Securities Exchange Act of 1934, as amended, under certain limited circumstances the measurement and timing of such income (and the commencement of any capital gain holding period) may be deferred, and the Optionee is advised to contact a tax advisor concerning the application of Section 83 in general and the availability a Section 83(b) election in particular in connection with the exercise of the Option. Upon a resale of such Shares by the Optionee, any difference between the sale price and the Fair Market Value of the Shares on the date of exercise of the Option, to the extent not included in income as described above, will be treated as capital gain or loss. INTRAWARE GRANT NO.: DATE OF GRANT: INTRAWARE, INC., ____________________ Avanex Corporation a Delaware corporation By: ____________________________________ Optionee acknowledges receipt of a copy of the Plan, a copy of which is attached hereto, and represents that he or she is familiar with the terms and provisions thereof, and hereby accepts this Option subject to all of the terms and provisions thereof. Optionee hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Board upon any questions arising under the Plan. Dated: _________________ ________________________________________ Optionee EXHIBIT A DIRECTOR OPTION EXERCISE NOTICE INTRAWAREAvanex Corporation 00000 Xxxxxxxxxxxx Xxxxxx Xxxxxxx, INC. 00 Xxxxxx Xxx Xxxxxx, XX Xxxxxxxxxx 00000 Attention: Corporate Secretary

Taxation upon Exercise of Option. Optionee understands that, upon -------------------------------- exercise of this Option, he or she will recognize income for tax purposes in an amount equal to the excess of the then Fair Market Value of the Shares purchased over the exercise price paid for such Shares. Since the Optionee is subject to Section 16(b) of the Securities Exchange Act of 1934, as amended, under certain limited circumstances the measurement and timing of such income (and the commencement of any capital gain holding period) may be deferred, and the Optionee is advised to contact a tax advisor concerning the application of Section 83 in general and the availability a Section 83(b) election in particular in connection with the exercise of the Option. Upon a resale of such Shares by the Optionee, any difference between the sale price and the Fair Market Value of the Shares on the date of exercise of the Option, to the extent not included in income as described above, will be treated as capital gain or loss. INTRAWARE GRANT NO.: DATE OF GRANT: INTRAWARESeptember 11, INC.2000 ------------------- ECHELON CORPORATION, a Delaware corporation By: /s/ Xxxxxx Xxxxxxxx -------------------- Optionee acknowledges receipt of a copy of the Plan, a copy of which is attached hereto, and represents that he or she is familiar with the terms and provisions thereof, and hereby accepts this Option subject to all of the terms and provisions thereof. Optionee hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Board upon any questions arising under the Plan. Dated: September 11, 2000 ----------------------------- /s/ Xxxxxxxxx Xxxx ----------------------------------- Optionee EXHIBIT A DIRECTOR OPTION EXERCISE NOTICE INTRAWARE, INC. 00 Xxxxxx Xxx XxxxxxEchelon Corporation 000 Xxxxxxx Xxxxxxx Xxxxxxxxx, XX 00000 Attention: Corporate Secretary

Taxation upon Exercise of Option. Optionee understands that, that upon exercise of this Option, he or she will generally recognize income for tax purposes in an amount equal to the excess of the then Fair Market Value of the Shares purchased over the exercise price paid for such Sharesprice. Since the The Optionee is subject to Section 16(b) of the Securities Exchange Act of 1934, as amended, under certain limited circumstances the measurement and timing of such income (and the commencement of solely responsible for paying any capital gain holding period) tax obligation that may be deferred, and the Optionee is advised to contact a tax advisor concerning the application of Section 83 in general and the availability a Section 83(b) election in particular in connection with arise from the exercise of the Option. Upon a resale THE FEDERAL TAX CONSEQUENCES OF STOCK OPTIONS ARE COMPLEX AND SUBJECT TO CHANGE. ACCORDINGLY, OPTIONEE (OR HIS OR HER GUARDIAN, ESTATE OR LEGATEE) SHOULD CONSULT WITH HIS OR HER OWN TAX ADVISOR BEFORE EXERCISING ANY OPTION OR DISPOSING OF ANY SHARES ACQUIRED UPON THE EXERCISE OF AN OPTION. Grant Date: July 1, 2002 [The balance of such Shares by the Optionee, any difference between the sale price and the Fair Market Value of the Shares on the date of exercise of the Option, to the extent not included in income as described above, will be treated as capital gain or lossthis page intentionally left blank. INTRAWARE GRANT NOSignature page follows.: DATE OF GRANT: INTRAWARE, INC., a Delaware corporation ] PLACER CAPITAL CO. II By: /s/ XXXXXX X. XXXXXX By: /s/ XXXXXXXX XXXXXXXX Xxxxxx X. Xxxxxx, President Xxxxxxxx Xxxxxxxx, Secretary Optionee acknowledges receipt of a copy of the Plan, a copy of which is attached hereto, and represents that he or she is familiar with Optionee has read the terms and provisions thereof, of this Option and hereby accepts this Option the same subject to all of the terms and provisions thereofof this Option. Optionee hereby agrees to accept as binding, conclusive and final all decisions decision, or interpretations of the Board of Directors or its duly appointed Committee upon any questions arising under the Planthis Option Agreement. Dated: Optionee EXHIBIT A DIRECTOR /s/ XXXXXX X. XXXXXXXX XXXXXX X. XXXXXXXX SOUTHLAND CAPITAL CO. NONSTATUTORY STOCK OPTION EXERCISE NOTICE INTRAWARE, INC. 00 Xxxxxx Xxx Xxxxxx, XX 00000 Attention: Corporate SecretaryAGREEMENT

Taxation upon Exercise of Option. Optionee understands that, upon -------------------------------- exercise of this Option, he or she will recognize income for tax purposes in an amount equal to the excess of the then Fair Market Value of the Shares purchased over the exercise price paid for such Shares. Since the Optionee is subject to Section 16(b) of the Securities Exchange Act of 1934, as amended, under certain limited circumstances the measurement and timing of such income (and the commencement of any capital gain holding period) may be deferred, and the Optionee is advised to contact a tax advisor concerning the application of Section 83 in general and the availability a Section 83(b) election in particular in connection with the exercise of the Option. Upon a resale of such Shares by the Optionee, any difference between the sale price and the Fair Market Value of the Shares on the date of exercise of the Option, to the extent not included in income as described above, will be treated as capital gain or loss. INTRAWARE GRANT NO.: DATE OF GRANT: INTRAWARE, INC.:__________________ ECHELON CORPORATION, a Delaware corporation By: :________________________________ Optionee acknowledges receipt of a copy of the Plan, a copy of which is attached hereto, and represents that he or she is familiar with the terms and provisions thereof, and hereby accepts this Option subject to all of the terms and provisions thereof. Optionee hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Board upon any questions arising under the Plan. Dated: :______________ ___________________________________ Optionee EXHIBIT A DIRECTOR OPTION EXERCISE NOTICE INTRAWARE, INC. 00 Xxxxxx Xxx XxxxxxEchelon Corporation 000 Xxxxxxx Xxxxxxx Xxxxxxxxx, XX 00000 Attention: Corporate Secretary

Taxation upon Exercise of Option. Optionee understands that, upon exercise of this Option, he or she will recognize income for tax purposes in an amount equal to the excess of the then Fair Market Value of the Shares purchased over the exercise price paid for such Shares. Since the Optionee is subject to Section 16(b) of the Securities Exchange Act of 1934, as amended, under certain limited circumstances the measurement and timing of such income (and the commencement of any capital gain holding period) may be deferred, and the Optionee is advised to contact a tax advisor concerning the application of Section 83 in general and the availability a Section 83(b) election in particular in connection with the exercise of the Option. Upon a resale of such Shares by the Optionee, any difference between the sale price and the Fair Market Value of the Shares on the date of exercise of the Option, to the extent not included in income as described above, will be treated as capital gain or loss. INTRAWARE GRANT NO.: DATE OF GRANT: INTRAWARE:_______________ Roxio, INC.Inc., a Delaware corporation By: :__________________________________ Optionee acknowledges receipt of a copy of the Plan, a copy of which is attached hereto, and represents that he or she is familiar with the terms and provisions thereof, and hereby accepts this Option subject to all of the terms and provisions thereof. Optionee hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Board upon any questions arising under the Plan. Dated: _________________ __________________________________ Optionee EXHIBIT A DIRECTOR OPTION EXERCISE NOTICE INTRAWARE, INC. 00 Xxxxxx Xxx Xxxxxx, XX 00000 Roxio Inc. [INSERT ADDRESS] Attention: Corporate Secretary

Taxation upon Exercise of Option. Optionee understands that, upon exercise of this Option, he or she will recognize income for tax purposes in an amount equal to the excess of the then Fair Market Value of the Shares purchased over the exercise price paid for such Shares. Since the Optionee is subject to Section 16(b) of the Securities Exchange Act of 1934, as amended, under certain limited circumstances the measurement and timing of such income (and the commencement of any capital gain holding period) may be deferred, and the Optionee is advised to contact a tax advisor concerning the application of Section 83 in general and the availability a Section an 83(b) election in particular in connection with the exercise of the Option. Upon a resale of such Shares by the Optionee, any difference between the sale price and the Fair Market Value of the Shares on the date of exercise of the Option, to the extent not included in income as described above, will be treated as capital gain or loss. INTRAWARE GRANT NO.Dated: DATE OF GRANT: INTRAWARE, INC.MONACO COACH CORPORATION, a Delaware corporation By: Optionee acknowledges receipt of a copy of the Plan, a copy of which is attached annexed hereto, and represents that he or she is familiar with the terms and provisions thereof, and hereby accepts this Option subject to all of the terms and provisions thereof. Optionee hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Board upon any questions arising under the Plan. Dated: Optionee EXHIBIT A DIRECTOR OPTION EXERCISE NOTICE INTRAWARE, INC. 00 Xxxxxx Xxx Xxxxxx, XX 00000 Attention: Corporate SecretaryOptionee

Taxation upon Exercise of Option. Optionee understands that, upon -------------------------------- exercise of this Option, he or she will recognize income for tax purposes in an amount equal to the excess of the then Fair Market Value of the Shares purchased over the exercise price paid for such Shares. Since the Optionee is subject to Section 16(b) of the Securities Exchange Act of 1934, as amended, under certain limited circumstances the measurement and timing of such income (and the commencement of any capital gain holding period) may be deferred, and the Optionee is advised to contact a tax advisor concerning the application of Section 83 in general and the availability a Section 83(b) election in particular in connection with the exercise of the Option. Upon a resale of such Shares by the Optionee, any difference between the sale price and the Fair Market Value of the Shares on the date of exercise of the Option, to the extent not included in income as described above, will be treated as capital gain or loss. INTRAWARE GRANT NO.: DATE OF GRANT: INTRAWARE, INC.______________ ClearCommerce Corporation, a Delaware corporation By: :____________________________________ Optionee acknowledges receipt of a copy of the Plan, a copy of which is attached hereto, and represents that he or she is familiar with the terms and provisions thereof, and hereby accepts this Option subject to all of the terms and provisions thereof. Optionee hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Board upon any questions arising under the Plan. Dated: _________________ ______________________________ Optionee EXHIBIT A DIRECTOR OPTION EXERCISE NOTICE INTRAWAREClearCommerce Corporation 00000 Xxxxxx Xxxxxxxxx, INC. 00 Xxxxxx Xxx Xxxxx 000 Xxxxxx, XX Xxxxx 00000 Attention: Corporate Secretary

Taxation upon Exercise of Option. Optionee understands that, upon -------------------------------- exercise of this Option, he or she will recognize income for tax purposes in an amount equal to the excess of the then Fair Market Value of the Shares purchased over the exercise price paid for such Shares. Since the Optionee is subject to Section 16(b) of the Securities Exchange Act of 1934, as amended, under certain limited circumstances the measurement and timing of such income (and the commencement of any capital gain holding period) may be deferred, and the Optionee is advised to contact a tax advisor concerning the application of Section 83 in general and the availability a Section 83(b) election in particular in connection with the exercise of the Option. Upon a resale of such Shares by the Optionee, any difference between the sale price and the Fair Market Value of the Shares on the date of exercise of the Option, to the extent not included in income as described above, will be treated as capital gain or loss. INTRAWARE GRANT NO.: DATE OF GRANT: INTRAWAREOctober 19, INC., 2001 Avanex Corporation a Delaware corporation By: /s/ Xxxx Xxxxx ------------------------- Optionee acknowledges receipt of a copy of the Plan, a copy of which is attached hereto, and represents that he or she is familiar with the terms and provisions thereof, and hereby accepts this Option subject to all of the terms and provisions thereof. Optionee hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Board upon any questions arising under the Plan. Dated: 12/14/01 ----------------- /s/ Xxxx Xxxxx ----------------------------- Optionee EXHIBIT A DIRECTOR OPTION EXERCISE NOTICE INTRAWAREAvanex Corporation 00000 Xxxxxxxxxxxx Xxxxxx Xxxxxxx, INC. 00 Xxxxxx Xxx Xxxxxx, XX Xxxxxxxxxx 00000 Attention: Corporate Secretary

Taxation upon Exercise of Option. Optionee understands that, that upon exercise of this Option, he or she will generally recognize income for tax purposes in an amount equal to the excess of the then Fair Market Value of the Shares purchased over the exercise price paid for such Sharesprice. Since the The Optionee is subject to Section 16(b) of the Securities Exchange Act of 1934, as amended, under certain limited circumstances the measurement and timing of such income (and the commencement of solely responsible for paying any capital gain holding period) tax obligation that may be deferred, and the Optionee is advised to contact a tax advisor concerning the application of Section 83 in general and the availability a Section 83(b) election in particular in connection with arise from the exercise of the Option. Upon a resale THE FEDERAL TAX CONSEQUENCES OF STOCK OPTIONS ARE COMPLEX AND SUBJECT TO CHANGE. ACCORDINGLY, OPTIONEE (OR HIS OR HER GUARDIAN, ESTATE OR LEGATEE) SHOULD CONSULT WITH HIS OR HER OWN TAX ADVISOR BEFORE EXERCISING ANY OPTION OR DISPOSING OF ANY SHARES ACQUIRED UPON THE EXERCISE OF AN OPTION. Grant Date: July 1, 2002 [The balance of such Shares by the Optionee, any difference between the sale price and the Fair Market Value of the Shares on the date of exercise of the Option, to the extent not included in income as described above, will be treated as capital gain or lossthis page intentionally left blank. INTRAWARE GRANT NOSignature page follows.: DATE OF GRANT: INTRAWARE, INC., a Delaware corporation ] PLACER CAPITAL CO. II By: /s/ XXXXXX X. XXXXXX By: /s/ XXXXXXXX XXXXXXXX Xxxxxx X. Xxxxxx, President Xxxxxxxx Xxxxxxxx, Secretary Optionee acknowledges receipt of a copy of the Plan, a copy of which is attached hereto, and represents that he or she is familiar with Optionee has read the terms and provisions thereof, of this Option and hereby accepts this Option the same subject to all of the terms and provisions thereofof this Option. Optionee hereby agrees to accept as binding, conclusive and final all decisions decision, or interpretations of the Board of Directors or its duly appointed Committee upon any questions arising under the Planthis Option Agreement. Dated: Optionee EXHIBIT A DIRECTOR /s/ XXXXXX X. XXXXXXXXXX XXXXXX X. XXXXXXXXXX SOUTHLAND CAPITAL CO. NONSTATUTORY STOCK OPTION EXERCISE NOTICE INTRAWARE, INC. 00 Xxxxxx Xxx Xxxxxx, XX 00000 Attention: Corporate SecretaryAGREEMENT

Taxation upon Exercise of Option. Optionee understands that, upon exercise of this Option, he or she will recognize income for tax purposes in an amount equal to the excess of the then Fair Market Value of the Shares purchased over the exercise price paid for such Shares. Since the Optionee is subject to Section 16(b) of the Securities Exchange Act of 1934, as amended, under certain limited circumstances the measurement and timing of such income (and the commencement of any capital gain holding period) may be deferred, and the Optionee is advised to contact a tax advisor concerning the application of Section 83 in general and the availability a Section 83(b) election in particular in connection with the exercise of the Option. Upon a resale of such Shares by the Optionee, any difference between the sale price and the Fair Market Value of the Shares on the date of exercise of the Option, to the extent not included in income as described above, will be treated as capital gain or loss. INTRAWARE GRANT NO.: DATE OF GRANT: INTRAWARE____________ THE McCLATCHY COMPANY, INC., a A Delaware corporation By: ________________________________ Xxxxxx Xxxxxx-Xxxxxx, Secretary Optionee acknowledges receipt of a copy of the Plan, a copy of which is attached hereto, and represents that he or she is familiar with the terms and provisions thereof, and hereby accepts this Option subject to all of the terms and provisions thereof. Optionee hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Board upon any questions arising under the Plan. Dated: Optionee EXHIBIT A DIRECTOR OPTION EXERCISE NOTICE INTRAWARE, INC. 00 Xxxxxx Xxx Xxxxxx, XX 00000 Attention: Corporate Secretary_________________ ______________________________ Optionee

Taxation upon Exercise of Option. Optionee understands that, upon exercise of this Option, he or she will recognize income for tax purposes in an amount equal to the excess of the then Fair Market Value of the Shares purchased over the exercise price paid for such Shares. Since the Optionee is subject to Section 16(b) of the Securities Exchange Act of 1934, as amended, under certain limited circumstances the measurement and timing of such income (and the commencement of any capital gain holding period) may be deferred, and the Optionee is advised to contact a tax advisor concerning the application of Section 83 in general and the availability a Section 83(b) election in particular in connection with the exercise of the Option. Upon a resale of such Shares by the Optionee, any difference between the sale price and the Fair Market Value of the Shares on the date of exercise of the Option, to the extent not included in income as described above, will be treated as capital gain or loss. INTRAWARE GRANT NO.: DATE OF GRANT: INTRAWARESymmetricom, INC.Inc., a Delaware corporation By: Optionee acknowledges receipt of a copy of the Plan, a copy of which is attached hereto, and represents that he or she is familiar with the terms and provisions thereof, and hereby accepts this Option subject to all of the terms and provisions thereof. Optionee hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Board upon any questions arising under the Plan. Dated: Optionee EXHIBIT A DIRECTOR OPTION EXERCISE NOTICE INTRAWARESymmetricom, INC. 00 Xxxxxx Inc. 0000 Xxxxxxx Xxxxxxx Xxx XxxxxxXxxx, XX 00000 Attention: Corporate Secretary

Taxation upon Exercise of Option. Optionee understands that, upon exercise of this Option, he or she will recognize income for tax purposes in an amount equal to the excess of the then Fair Market Value of the Shares purchased over the exercise price paid for such Shares. Since the Optionee is subject to Section 16(b) of the Securities Exchange Act of 1934, as amended, under certain limited circumstances the measurement and timing of such income (and the commencement of any capital gain holding period) may be deferred, and the Optionee is advised to contact a tax advisor concerning the application of Section 83 in general and the availability a Section 83(b) election in particular in connection with the exercise of the Option. Upon a resale of such Shares by the Optionee, any difference between the sale price and the Fair Market Value of the Shares on the date of exercise of the Option, to the extent not included in income as described above, will be treated as capital gain or loss. INTRAWARE GRANT NO.: DATE OF GRANT: INTRAWARE, INC.[___] Avanex Corporation, a Delaware corporation By: Optionee acknowledges receipt of a copy of the Plan, a copy of which is attached hereto, and represents that he or she is familiar with the terms and provisions thereof, and hereby accepts this Option subject to all of the terms and provisions thereof. Optionee hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Board upon any questions arising under the Plan. Dated: Optionee EXHIBIT A DIRECTOR OPTION EXERCISE NOTICE INTRAWARE, INC. 00 Xxxxxx Xxx Xxxxxx, XX 00000 Attention: Corporate SecretaryOptionee

Taxation upon Exercise of Option. Optionee understands that, upon -------------------------------- exercise of this Option, he or she will recognize income for tax purposes in an amount equal to the excess of the then Fair Market Value of the Shares purchased over the exercise price paid for such Shares. Since the Optionee is subject to Section 16(b) of the Securities Exchange Act of 1934, as amended, under certain limited circumstances the measurement and timing of such income (and the commencement of any capital gain holding period) may be deferred, and the Optionee is advised to contact a tax advisor concerning the application of Section 83 in general and the availability a Section 83(b) election in particular in connection with the exercise of the Option. Upon a resale of such Shares by the Optionee, any difference between the sale price and the Fair Market Value of the Shares on the date of exercise of the Option, to the extent not included in income as described above, will be treated as capital gain or loss. INTRAWARE GRANT NO.: DATE OF GRANT: INTRAWARE______________ Palm, INC., a Inc. A Delaware corporation By: ________________________________ Optionee acknowledges receipt of a copy of the Plan, a copy of which is attached hereto, and represents that he or she is familiar with the terms and provisions thereof, and hereby accepts this Option subject to all of the terms and provisions thereof. Optionee hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Board upon any questions arising under the Plan. Dated: _________________ ______________________________ Optionee EXHIBIT A DIRECTOR OPTION EXERCISE NOTICE INTRAWAREPalm, INC. 00 Xxxxxx Xxx Xxxxxx, XX 00000 Inc. ______________ ______________ Attention: Corporate Secretary

Taxation upon Exercise of Option. Optionee understands that, upon -------------------------------- exercise of this Option, he or she will recognize income for tax purposes in an amount equal to the excess of the then Fair Market Value of the Shares purchased over the exercise price paid for such Shares. Since the Optionee is subject to Section 16(b) of the Securities Exchange Act of 1934, as amended, under certain limited circumstances the measurement and timing of such income (and the commencement of any capital gain holding period) may be deferred, and the Optionee is advised to contact a tax advisor concerning the application of Section 83 in general and the availability a Section 83(b) election in particular in connection with the exercise of the Option. Upon a resale of such Shares by the Optionee, any difference between the sale price and the Fair Market Value of the Shares on the date of exercise of the Option, to the extent not included in income as described above, will be treated as capital gain or loss. INTRAWARE GRANT NO.: DATE OF GRANT: INTRAWARE______________ Synplicity, INC.Inc., a Delaware California corporation By: :______________________________ Optionee acknowledges receipt of a copy of the Plan, a copy of which is attached hereto, and represents that he or she is familiar with the terms and provisions thereof, and hereby accepts this Option subject to all of the terms and provisions thereof. Optionee hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Board upon any questions arising under the Plan. Dated: _______________________ ______________________________ Optionee EXHIBIT A DIRECTOR OPTION EXERCISE NOTICE INTRAWARESynplicity, INC. 00 Xxxxxx Xxx Xxxxxx, XX 00000 Inc. ______________ ______________ Attention: Corporate Secretary

Taxation upon Exercise of Option. Optionee understands that, upon exercise of this Option, he or she will recognize income for tax purposes in an amount equal to the excess of the then Fair Market Value fair market value of the Shares purchased over the exercise price paid for such Shares. (Since the Optionee is subject to Section 16(b) of the Securities Exchange Act of 1934, as amended, under certain limited circumstances the measurement and timing of such income (and the commencement of any capital gain holding period) may be deferred, and the Optionee is advised to contact a tax advisor concerning the application desirability of Section 83 in general and the availability a Section filing an 83(b) election in particular in connection with the exercise of the Option. .) Upon a resale of such Shares by the Optionee, any difference between the sale price and the Fair Market Value fair market value of the Shares on the date of exercise of the Option, to the extent not included in income as described above, will be treated as capital gain or loss. INTRAWARE GRANT NO.: DATE OF GRANT: INTRAWARESILICON GRAPHICS, INC., a Delaware corporation By: Xxxxxx X. Xxxxxx Senior Vice President, General Counsel and Secretary Optionee acknowledges receipt of a copy of the Plan, a copy of which is attached annexed hereto, and represents that he or she is familiar with the terms and provisions thereof, and hereby accepts this Option subject to all of the terms and provisions thereof. Optionee hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Board Committee upon any questions arising under the Plan. Dated: Optionee EXHIBIT A DIRECTOR OPTION EXERCISE NOTICE INTRAWAREGrant No. SILICON GRAPHICS, INC. 00 Xxxxxx Xxx XxxxxxDIRECTOR’S OPTION AGREEMENT (Annual Option) Silicon Graphics, XX 00000 Attention: Corporate SecretaryInc., a Delaware corporation (“SGI”), has granted to (the “Optionee”), as of , an option to purchase a total of 20,000 shares of SGI’s Common Stock (the “Optioned Stock”), at the price determined as provided herein, and in all respects subject to the terms, definitions and provisions of the 1993 Long-Term Incentive Stock Plan (the “Plan”) adopted by SGI which is incorporated herein by reference. The terms defined in the Plan shall have the same defined meanings herein.

Taxation upon Exercise of Option. Optionee understands that, upon -------------------------------- exercise of this Option, he or she will recognize income for tax purposes in an amount equal to the excess of the then Fair Market Value of the Shares purchased over the exercise price paid for such Shares. Since the Optionee is subject to Section 16(b) of the Securities Exchange Act of 1934, as amended, under certain limited circumstances the measurement and timing of such income (and the commencement of any capital gain holding period) may be deferred, and the Optionee is advised to contact a tax advisor concerning the application of Section 83 in general and the availability a Section 83(b) election in particular in connection with the exercise of the Option. Upon a resale of such Shares by the Optionee, any difference between the sale price and the Fair Market Value of the Shares on the date of exercise of the Option, to the extent not included in income as described above, will be treated as capital gain or loss. INTRAWARE GRANT NO.: DATE OF GRANT: INTRAWARE_________________ COST PLUS, INC., a Delaware California corporation By: :____________________________ Optionee acknowledges receipt of a copy of the Plan, a copy of which is attached hereto, and represents that he or she is familiar with the terms and provisions thereof, and hereby accepts this Option subject to all of the terms and provisions thereof. Optionee hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Board upon any questions arising under the Plan. Dated: ___________________ ____________________________ Optionee EXHIBIT A COST PLUS, INC. DIRECTOR OPTION EXERCISE NOTICE INTRAWARECost Plus, INC. 00 Inc. 000 0xx Xxxxxx Xxx XxxxxxXxxxxxx, XX 00000 Attention: Corporate Secretary

Taxation upon Exercise of Option. Optionee understands that, upon exercise of this Option, he or she will recognize income for tax purposes in an amount equal to the excess of the then Fair Market Value of the Shares purchased over the exercise price paid for such Shares. Since the Optionee is subject to Section 16(b) of the Securities Exchange Act of 1934, as amended, under certain limited circumstances the measurement and timing of such income (and the commencement of any capital gain holding period) may be deferred, and the Optionee is advised to contact a tax advisor concerning the application of Section 83 in general and the availability a Section 83(b) election in particular in connection with the exercise of the Option. Upon a resale of such Shares by the Optionee, any difference between the sale price and the Fair Market Value of the Shares on the date of exercise of the Option, to the extent not included in income as described above, will be treated as capital gain or loss. INTRAWARE GRANT NO.: DATE OF GRANT: INTRAWARExxxxxxx x, INC.xxxx NetIQ Corporation, a Delaware corporation By: -------------------------------------- Ching-Xx Xxxxx Optionee acknowledges receipt of a copy of the Plan, a copy of which is attached hereto, and represents that he or she is familiar with the terms and provisions thereof, and hereby accepts this Option subject to all of the terms and provisions thereof. Optionee hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Board upon any questions arising under the Plan. Dated: --------------------------- ---------------------------------- Optionee EXHIBIT A DIRECTOR OPTION EXERCISE NOTICE INTRAWARE, INC. 00 NetIQ Corporation 0000 Xxxxx Xxxxx Xxxxxx Xxx XxxxxxXxxx, XX 00000 Attention: Corporate Secretary

Taxation upon Exercise of Option. Optionee understands that, that upon exercise of this Option, he or she will generally recognize income for tax purposes in an amount equal to the excess of the then Fair Market Value of the Shares purchased over the exercise price paid for such Sharesprice. Since the The Optionee is subject to Section 16(b) of the Securities Exchange Act of 1934, as amended, under certain limited circumstances the measurement and timing of such income (and the commencement of solely responsible for paying any capital gain holding period) tax obligation that may be deferred, and the Optionee is advised to contact a tax advisor concerning the application of Section 83 in general and the availability a Section 83(b) election in particular in connection with arise from the exercise of the Option. Upon a resale THE FEDERAL TAX CONSEQUENCES OF STOCK OPTIONS ARE COMPLEX AND SUBJECT TO CHANGE. ACCORDINGLY, OPTIONEE (OR HIS OR HER GUARDIAN, ESTATE OR LEGATEE) SHOULD CONSULT WITH HIS OR HER OWN TAX ADVISOR BEFORE EXERCISING ANY OPTION OR DISPOSING OF ANY SHARES ACQUIRED UPON THE EXERCISE OF AN OPTION. Grant Date: July 1, 2002 [The balance of such Shares by the Optionee, any difference between the sale price and the Fair Market Value of the Shares on the date of exercise of the Option, to the extent not included in income as described above, will be treated as capital gain or lossthis page intentionally left blank. INTRAWARE GRANT NOSignature page follows.: DATE OF GRANT: INTRAWARE, INC., a Delaware corporation ] XXXXXXXXX XXXXXXX XX. By: /s/ Xxxxxx X. Xxxxxx By: /s/ XXXXXXXX XXXXXXXX Xxxxxx X. Xxxxxx, President Xxxxxxxx Xxxxxxxx, Secretary Optionee acknowledges receipt of a copy of the Plan, a copy of which is attached hereto, and represents that he or she is familiar with Optionee has read the terms and provisions thereof, of this Option and hereby accepts this Option the same subject to all of the terms and provisions thereofof this Option. Optionee hereby agrees to accept as binding, conclusive and final all decisions decision, or interpretations of the Board of Directors or its duly appointed Committee upon any questions arising under the Planthis Option Agreement. Dated: Optionee EXHIBIT A DIRECTOR OPTION EXERCISE NOTICE INTRAWARE, INC. 00 Xxxxxx Xxx Xxxxxx, XX 00000 Attention: Corporate Secretary/s/ XXXXXX X. XXXXXXXX XXXXXX X. XXXXXXXX

Taxation upon Exercise of Option. Optionee understands that, upon -------------------------------- exercise of this Option, he or she will recognize income for tax purposes in an amount equal to the excess of the then Fair Market Value of the Shares purchased over the exercise price paid for such Shares. Since the Optionee is subject to Section 16(b) of the Securities Exchange Act of 1934, as amended, under certain limited circumstances the measurement and timing of such income (and the commencement of any capital gain holding period) may be deferred, and the Optionee is advised to contact a tax advisor concerning the application of Section 83 in general and the availability a Section 83(b) election in particular in connection with the exercise of the Option. Upon a resale of such Shares by the Optionee, any difference between the sale price and the Fair Market Value of the Shares on the date of exercise of the Option, to the extent not included in income as described above, will be treated as capital gain or loss. INTRAWARE GRANT NO.: DATE OF GRANT: INTRAWARE, INC.______________ NASSDA CORPORATION, a Delaware corporation By: ____________________________ Optionee acknowledges receipt of a copy of the Plan, a copy of which is attached hereto, and represents that he or she is familiar with the terms and provisions thereof, and hereby accepts this Option subject to all of the terms and provisions thereof. Optionee hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Board upon any questions arising under the Plan. Dated: _________________ ___________________________ Optionee EXHIBIT A DIRECTOR OPTION EXERCISE NOTICE INTRAWARENASSDA Corporation 0000 Xxxxx Xxxxxxxxx, INC. 00 Xxxxxx Xxx XxxxxxSuite 110 Santa Clara, XX 00000 CA 95054 Attention: Corporate Secretary

Taxation upon Exercise of Option. Optionee understands that, upon -------------------------------- exercise of this Option, he or she will recognize income for tax purposes in an amount equal to the excess of the then Fair Market Value of the Shares purchased over the exercise price paid for such Shares. Since the Optionee is subject to Section 16(b) of the Securities Exchange Act of 1934, as amended, under certain limited circumstances the measurement and timing of such income (and the commencement of any capital gain holding period) may be deferred, and the Optionee is advised to contact a tax advisor concerning the application of Section 83 in general and the availability a Section 83(b) election in particular in connection with the exercise of the Option. Upon a resale of such Shares by the Optionee, any difference between the sale price and the Fair Market Value of the Shares on the date of exercise of the Option, to the extent not included in income as described above, will be treated as capital gain or loss. INTRAWARE GRANT NO.: DATE OF GRANT: INTRAWARE______________ Cobalt Networks, INC.Inc., a Delaware corporation By: :________________________________ Optionee acknowledges receipt of a copy of the Plan, a copy of which is attached hereto, and represents that he or she is familiar with the terms and provisions thereof, and hereby accepts this Option subject to all of the terms and provisions thereof. Optionee hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Board upon any questions arising under the Plan. Dated: _________________ ______________________________ Optionee EXHIBIT A DIRECTOR OPTION EXERCISE NOTICE INTRAWARECobalt Networks, INC. 00 Xxxxxx Xxx Xxxxxx, XX 00000 Inc. ______________ ______________ Attention: Corporate Secretary

Taxation upon Exercise of Option. Optionee understands that, upon exercise of this Option, he or she will recognize income for tax purposes in an amount equal to the excess of the then Fair Market Value fair market value of the Shares purchased shares over the exercise price paid for such Sharesprice. Since The Company may require the Optionee is subject to Section 16(b) make a cash payment to cover any applicable withholding tax liability as a condition of the Securities Exchange Act of 1934, as amended, under certain limited circumstances the measurement and timing of such income (and the commencement of any capital gain holding period) may be deferred, and the Optionee is advised to contact a tax advisor concerning the application of Section 83 in general and the availability a Section 83(b) election in particular in connection with the exercise of the this Option. Upon a resale of such Shares shares by the Optionee, any difference between the sale price and the Fair Market Value fair market value of the Shares shares on the date of exercise of the Option, to the extent not included in income as described above, Option will be treated as capital gain or loss. INTRAWARE GRANT NO.: DATE OPTIONEE ACKNOWLEDGES AND AGREES THAT THE VESTING OF GRANT: INTRAWARESHARES PURSUANT TO SECTION 3 HEREOF IS EARNED ONLY BY CONTINUING SERVICE AS A DIRECTOR. OPTIONEE FURTHER ACKNOWLEDGES AND AGREES THAT THIS OPTION, INC.THE TRANSACTIONS CONTEMPLATED HEREUNDER AND THE VESTING SCHEDULE SET FORTH HEREIN DO NOT CONSTITUTE AN EXPRESS OR IMPLIED PROMISE OF CONTINUED ENGAGEMENT AS A DIRECTOR FOR THE VESTING PERIOD, a Delaware corporation By: FOR ANY PERIOD, OR AT ALL. By your signature and the signature of the Company's representative on page one of this Option Agreement, Optionee acknowledges receipt of a copy of the Plan, a copy of which is attached hereto, Plan and certain information related thereto and represents that he or she is familiar with the terms and provisions thereof, and hereby accepts this Option subject to all of the terms and provisions thereof. Optionee has reviewed the Plan and this Option in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Option and fully understands all provisions of the Option. Optionee hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Board upon any questions arising under the Plan. Dated: Optionee EXHIBIT A DIRECTOR OPTION EXERCISE NOTICE INTRAWARE, INC. 00 Xxxxxx Xxx Xxxxxx, XX 00000 Attention: Corporate Secretary.

Taxation upon Exercise of Option. Optionee understands that, upon exercise of this Option, he or she Optionee will recognize income for tax purposes in an amount equal to the excess of the then Fair Market Value fair market value of the Shares purchased over the exercise price paid for such Shares. Since The Company may require the Optionee is subject to Section 16(b) make a cash payment to cover any applicable withholding tax liability as a condition of the Securities Exchange Act of 1934, as amended, under certain limited circumstances the measurement and timing of such income (and the commencement of any capital gain holding period) may be deferred, and the Optionee is advised to contact a tax advisor concerning the application of Section 83 in general and the availability a Section 83(b) election in particular in connection with the exercise of the this Option. Upon a resale of such Shares by the Optionee, any difference between the sale price and the Fair Market Value fair market value of the Shares on the date of exercise of the Option, to the extent not included in income as described above, Option will be treated as capital gain or loss. INTRAWARE GRANT NO.: DATE OF GRANT: INTRAWAREBY: Xxxxxxx Xxxxxx Sr. Vice President, INC., a Delaware corporation By: General Counsel & Secretary Optionee acknowledges receipt of a copy of the Plan, a copy of which is attached annexed hereto, and represents that he or she Optionee is familiar with the terms and provisions thereof, and hereby accepts this Option subject to all of the terms and provisions thereof. Optionee hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Board upon any questions arising under the Plan. DatedOPTIONEE SIGNATURE DATE SIGNED OPTIONEE SOCIAL SECURITY NUMBER SUN TREASURY DEPARTMENT COPY PLEASE SIGN AND RETURN THIS AGREEMENT TO: Optionee EXHIBIT A DIRECTOR OPTION EXERCISE NOTICE INTRAWARESun Microsystems, INC. 00 Xxxxxx Xxx Inc. 0000 Xxxxxxx Xxxxxx, XX 00000 Attention: Corporate SecretaryX/X XXX00-000

Taxation upon Exercise of Option. Optionee understands that, upon exercise of this Option, he or she will recognize income for tax purposes in an amount equal to the excess of the then Fair Market Value of the Shares purchased over the exercise price paid for such Shares. Since the Optionee is subject to Section 16(b) of the Securities Exchange Act of 1934, as amended, under certain limited circumstances the measurement and timing of such income (and the commencement of any capital gain holding period) may be deferred, and the Optionee is advised to contact a tax advisor concerning the application of Section 83 in general and the availability a Section an 83(b) election in particular in connection with the exercise of the Option. Upon a resale of such Shares by the Optionee, any difference between the sale price and the Fair Market Value of the Shares on the date of exercise of the Option, to the extent not included in income as described above, will be treated as capital gain or loss. INTRAWARE GRANT NO.Dated: DATE OF GRANT: INTRAWARE, INC.MONACO COACH CORPORATION, a Delaware corporation By: Optionee acknowledges receipt of a copy of the Plan, a copy of which is attached annexed hereto, and represents that he or she is familiar with the terms and provisions thereof, and hereby accepts this Option subject to all of the terms and provisions thereof. Optionee hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Board upon any questions arising under the Plan. Dated: Optionee EXHIBIT A MONACO COACH CORPORATION DIRECTOR STOCK OPTION EXERCISE NOTICE INTRAWARE, INC. 00 Xxxxxx Xxx Xxxxxx, XX 00000 Attention: Monaco Coach Corporation Corporate Secretary

Taxation upon Exercise of Option. Optionee understands that, upon -------------------------------- exercise of this Option, he or she will recognize income for tax purposes in an amount equal to the excess of the then Fair Market Value of the Shares purchased over the exercise price paid for such Shares. Since the Optionee is subject to Section 16(b) of the Securities Exchange Act of 1934, as amended, under certain limited circumstances the measurement and timing of such income (and the commencement of any capital gain holding period) may be deferred, and the Optionee is advised to contact a tax advisor concerning the application of Section 83 in general and the availability a Section 83(b) election in particular in connection with the exercise of the Option. Upon a resale of such Shares by the Optionee, any difference between the sale price and the Fair Market Value of the Shares on the date of exercise of the Option, to the extent not included in income as described above, will be treated as capital gain or loss. INTRAWARE GRANT NO.: DATE OF GRANT: INTRAWARE______________ Palm, INC., a Inc. A Delaware corporation By: ______________________________ Optionee acknowledges receipt of a copy of the Plan, a copy of which is attached hereto, and represents that he or she is familiar with the terms and provisions thereof, and hereby accepts this Option subject to all of the terms and provisions thereof. Optionee hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Board upon any questions arising under the Plan. Dated: _________________ ______________________________ Optionee EXHIBIT A DIRECTOR OPTION EXERCISE NOTICE INTRAWAREPalm, INC. 00 Xxxxxx Xxx Xxxxxx, XX 00000 Inc. ______________ ______________ Attention: Corporate Secretary

Taxation upon Exercise of Option. Optionee understands that, upon -------------------------------- exercise of this Option, he or she will recognize income for tax purposes in an amount equal to the excess of the then Fair Market Value of the Shares purchased over the exercise price paid for such Shares. Since the Optionee is subject to Section 16(b) of the Securities Exchange Act of 1934, as amended, under certain limited circumstances the measurement and timing of such income (and the commencement of any capital gain holding period) may be deferred, and the Optionee is advised to contact a tax advisor concerning the application of Section 83 in general and the availability a Section 83(b) election in particular in connection with the exercise of the Option. Upon a resale of such Shares by the Optionee, any difference between the sale price and the Fair Market Value of the Shares on the date of exercise of the Option, to the extent not included in income as described above, will be treated as capital gain or loss. INTRAWARE GRANT NO.: DATE OF GRANT: INTRAWARE, INC______________ Natus Medical Incorporated., a Delaware corporation By: :___________________________________ Optionee acknowledges receipt of a copy of the Plan, a copy of which is attached hereto, and represents that he or she is familiar with the terms and provisions thereof, and hereby accepts this Option subject to all of the terms and provisions thereof. Optionee hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Board upon any questions arising under the Plan. Dated: _________________ ______________________________ Optionee EXHIBIT A DIRECTOR OPTION EXERCISE NOTICE INTRAWARE, INC. 00 Xxxxxx Natus Medical Incorporated 0000 Xxxxxxxxxx Xxxx Xxx Xxxxxx, XX 00000 Attention: Corporate Secretary

Taxation upon Exercise of Option. Optionee understands that, upon -------------------------------- exercise of this Option, he or she will recognize income for tax purposes in an amount equal to the excess of the then Fair Market Value of the Shares purchased over the exercise price paid for such Shares. Since the Optionee is subject to Section 16(b) of the Securities Exchange Act of 1934, as amended, under certain limited circumstances the measurement and timing of such income (and the commencement of any capital gain holding period) may be deferred, and the Optionee is advised to contact a tax advisor concerning the application of Section 83 in general and the availability a Section 83(b) election in particular in connection with the exercise of the Option. Upon a resale of such Shares by the Optionee, any difference between the sale price and the Fair Market Value of the Shares on the date of exercise of the Option, to the extent not included in income as described above, will be treated as capital gain or loss. INTRAWARE GRANT NO.: DATE OF GRANT: INTRAWARE______________ Captura Software, INC., Inc. a Delaware corporation By: :________________________ Optionee acknowledges receipt of a copy of the Plan, a copy of which is attached hereto, and represents that he or she is familiar with the terms and provisions thereof, and hereby accepts this Option subject to all of the terms and provisions thereof. Optionee hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Board upon any questions arising under the Plan. Dated: _________________ ______________________________ Optionee EXHIBIT A DIRECTOR OPTION EXERCISE NOTICE INTRAWARECaptura Software, INC. 00 Inc. 0000 000/xx/ Xxxxxx Xxx XxxxxxXX Xxxxxxx, XX Xxxxxxxxxx 00000 Attention: Corporate Secretary

Taxation upon Exercise of Option. Optionee understands that, upon -------------------------------- exercise of this Option, he or she will recognize income for tax purposes in an amount equal to the excess of the then Fair Market Value of the Shares purchased over the exercise price paid for such Shares. Since the Optionee is subject to Section 16(b) of the Securities Exchange Act of 1934, as amended, under certain limited circumstances the measurement and timing of such income (and the commencement of any capital gain holding period) may be deferred, and the Optionee is advised to contact a tax advisor concerning the application of Section 83 in general and the availability a Section 83(b) election in particular in connection with the exercise of the Option. Upon a resale of such Shares by the Optionee, any difference between the sale price and the Fair Market Value of the Shares on the date of exercise of the Option, to the extent not included in income as described above, will be treated as capital gain or loss. INTRAWARE GRANT NO.: DATE OF GRANT: INTRAWAREOctober 19, INC., 2001 Avanex Corporation a Delaware corporation By: /s/ Xxxx Xxxxx -------------------------------- Optionee acknowledges receipt of a copy of the Plan, a copy of which is attached hereto, and represents that he or she is familiar with the terms and provisions thereof, and hereby accepts this Option subject to all of the terms and provisions thereof. Optionee hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Board upon any questions arising under the Plan. Dated: _________________ /s/ Xxxx Xxxxxx ----------------------------------- Optionee EXHIBIT A DIRECTOR OPTION EXERCISE NOTICE INTRAWAREAvanex Corporation 00000 Xxxxxxxxxxxx Xxxxxx Xxxxxxx, INC. 00 Xxxxxx Xxx Xxxxxx, XX Xxxxxxxxxx 00000 Attention: Corporate Secretary

Taxation upon Exercise of Option. Optionee understands that, upon exercise of this Option, he or he/she will recognize income for tax purposes in an amount equal to the excess of the then Fair Market Value fair market value of the Shares purchased shares over the exercise price paid for such Sharesprice. Since The Company may require the Optionee is subject to Section 16(b) make a cash payment to cover any applicable withholding tax liability as a condition of the Securities Exchange Act of 1934, as amended, under certain limited circumstances the measurement and timing of such income (and the commencement of any capital gain holding period) may be deferred, and the Optionee is advised to contact a tax advisor concerning the application of Section 83 in general and the availability a Section 83(b) election in particular in connection with the exercise of the this Option. Upon a resale of such Shares shares by the Optionee, any difference between the sale price and the Fair Market Value fair market value of the Shares shares on the date of exercise of the Option, to the extent not included in income as described above, Option will be treated as capital gain or loss. INTRAWARE GRANT NO.: DATE OPTIONEE ACKNOWLEDGES AND AGREES THAT THE VESTING OF GRANT: INTRAWARESHARES PURSUANT TO SECTION 3 HEREOF IS EARNED ONLY BY CONTINUING SERVICE AS A DIRECTOR. OPTIONEE FURTHER ACKNOWLEDGES AND AGREES THAT THIS OPTION, INC.THE TRANSACTIONS CONTEMPLATED HEREUNDER AND THE VESTING SCHEDULE SET FORTH HEREIN DO NOT CONSTITUTE AN EXPRESS OR IMPLIED PROMISE OF CONTINUED ENGAGEMENT AS A DIRECTOR FOR THE VESTING PERIOD, a Delaware corporation By: FOR ANY PERIOD, OR AT ALL. By your signature and the signature of the Company's representative on page one of this Option Agreement, Optionee acknowledges receipt of a copy of the Plan, a copy of which is attached hereto, Plan and certain information related thereto and represents that he or he/she is familiar with the terms and provisions thereof, and hereby accepts this Option subject to all of the terms and provisions thereof. Optionee has reviewed the Plan and this Option in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Option and fully understands all provisions of the Option. Optionee hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Board upon any questions arising under the Plan. Dated: Optionee EXHIBIT A DIRECTOR OPTION EXERCISE NOTICE INTRAWARE, INC. 00 Xxxxxx Xxx Xxxxxx, XX 00000 Attention: Corporate Secretary.

Taxation upon Exercise of Option. Optionee understands that, upon -------------------------------- exercise of this Option, he or she will recognize income for tax purposes in an amount equal to the excess of the then Fair Market Value of the Shares purchased over the exercise price paid for such Shares. Since the Optionee is subject to Section 16(b) of the Securities Exchange Act of 1934, as amended, under certain limited circumstances the measurement and timing of such income (and the commencement of any capital gain holding period) may be deferred, and the Optionee is advised to contact a tax advisor concerning the application of Section 83 in general and the availability a Section 83(b) election in particular in connection with the exercise of the Option. Upon a resale of such Shares by the Optionee, any difference between the sale price and the Fair Market Value of the Shares on the date of exercise of the Option, to the extent not included in income as described above, will be treated as capital gain or loss. INTRAWARE GRANT NO.: DATE OF GRANT: INTRAWAREOctober 19, INC., 2001 Avanex Corporation a Delaware corporation By: /s/ Xxxx Xxxxx ______________________________ Optionee acknowledges receipt of a copy of the Plan, a copy of which is attached hereto, and represents that he or she is familiar with the terms and provisions thereof, and hereby accepts this Option subject to all of the terms and provisions thereof. Optionee hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Board upon any questions arising under the Plan. Dated: _________________ /s/ Xxxxxx Xxxx _______________________________ Optionee EXHIBIT A DIRECTOR OPTION EXERCISE NOTICE INTRAWAREAvanex Corporation 00000 Xxxxxxxxxxxx Xxxxxx Xxxxxxx, INC. 00 Xxxxxx Xxx Xxxxxx, XX Xxxxxxxxxx 00000 Attention: Corporate Secretary

Taxation upon Exercise of Option. Optionee understands that, upon exercise of this Option, he or he/she will recognize income for tax purposes in an amount equal to the excess of the then Fair Market Value fair market value of the Shares purchased shares over the exercise price paid for such Sharesprice. Since The Company may require the Optionee is subject to Section 16(b) make a cash payment to cover any applicable withholding tax liability as a condition of the Securities Exchange Act of 1934, as amended, under certain limited circumstances the measurement and timing of such income (and the commencement of any capital gain holding period) may be deferred, and the Optionee is advised to contact a tax advisor concerning the application of Section 83 in general and the availability a Section 83(b) election in particular in connection with the exercise of the this Option. Upon a resale of such Shares shares by the Optionee, any difference between the sale price and the Fair Market Value fair market value of the Shares shares on the date of exercise of the Option, to the extent not included in income as described above, Option will be treated as capital gain or loss. INTRAWARE GRANT NO.: DATE OPTIONEE ACKNOWLEDGES AND AGREES THAT THE VESTING OF GRANT: INTRAWARESHARES PURSUANT TO SECTION 3 HEREOF IS EARNED ONLY BY CONTINUING SERVICE AS A DIRECTOR. OPTIONEE 12 FURTHER ACKNOWLEDGES AND AGREES THAT THIS OPTION, INC.THE TRANSACTIONS CONTEMPLATED HEREUNDER AND THE VESTING SCHEDULE SET FORTH HEREIN DO NOT CONSTITUTE AN EXPRESS OR IMPLIED PROMISE OF CONTINUED ENGAGEMENT AS A DIRECTOR FOR THE VESTING PERIOD, a Delaware corporation By: FOR ANY PERIOD, OR AT ALL. By your signature and the signature of the Company's representative on page one of this Option Agreement, Optionee acknowledges receipt of a copy of the Plan, a copy of which is attached hereto, Plan and certain information related thereto and represents that he or he/she is familiar with the terms and provisions thereof, and hereby accepts this Option subject to all of the terms and provisions thereof. Optionee has reviewed the Plan and this Option in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Option and fully understands all provisions of the Option. Optionee hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Board upon any questions arising under the Plan. Dated: Optionee EXHIBIT A DIRECTOR OPTION EXERCISE NOTICE INTRAWARE, INC. 00 Xxxxxx Xxx Xxxxxx, XX 00000 Attention: Corporate Secretary.

Taxation upon Exercise of Option. Optionee understands that, upon exercise of this Option, he or she will recognize income for tax purposes in an amount equal to the excess of the then Fair Market Value of the Shares purchased over the exercise price paid for such Shares. Since the Optionee is subject to Section 16(b) of the Securities Exchange Act of 1934, as amended, under certain limited circumstances the measurement and timing of such income (and the commencement of any capital gain holding period) may be deferred, and the Optionee is advised to contact a tax advisor concerning the application of Section 83 in general and the availability a Section 83(b) election in particular in connection with the exercise of the Option. Upon a resale of such Shares by the Optionee, any difference between the sale price and the Fair Market Value of the Shares on the date of exercise of the Option, to the extent not included in income as described above, will be treated as capital gain or loss. INTRAWARE GRANT NO.: DATE OF GRANT: INTRAWAREARTISAN COMPONENTS, INC., . a Delaware corporation By: Optionee acknowledges receipt of a copy of the Plan, a copy of which is attached hereto, and represents that he or she is familiar with the terms and provisions thereof, and hereby accepts this Option subject to all of the terms and provisions thereof. Optionee hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Board upon any questions arising under the Plan. Dated: Optionee EXHIBIT A DIRECTOR OPTION EXERCISE NOTICE INTRAWAREArtisan Components, INC. 00 Xxxxxx Xxx XxxxxxInc. [141 Cxxxxxx Xxxxx Xxxxxxxxx, XX 00000 00000] Attention: Corporate Secretary

Taxation upon Exercise of Option. Optionee understands that, upon -------------------------------- exercise of this Option, he or she the Optionee will recognize income for tax purposes in an amount equal to the excess of the then Fair Market Value of the Shares purchased over the exercise price paid for such Shares. Since If the Optionee is subject to Section 16(b) of the Securities Exchange Act of 1934, as amended, under certain limited circumstances the measurement and timing of such income (and the commencement of any capital gain holding period) may be deferred, and the Optionee is advised to contact a tax advisor concerning the application desirability of Section 83 in general and the availability a Section filing an 83(b) election in particular in connection with the exercise of the Option. Upon a resale of such Shares by the Optionee, any difference between the sale price and the Fair Market Value of the Shares on the date of exercise of the Option, to the extent not included in income as described above, will be treated as capital gain or loss. INTRAWARE GRANT NO.: DATE OF GRANT: INTRAWARE______________________________ POWERWAVE TECHNOLOGIES, INC., a Delaware corporation By: :_____________________________________ Its:_________________________________ The Optionee acknowledges receipt of a copy of the Plan, a copy of which is attached annexed hereto, and represents that he or she the Optionee is familiar with the terms and provisions thereof, and hereby accepts this Option subject to all of the terms and provisions thereof. The Optionee hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Board upon any questions arising under the Plan. DatedDate: __________________ ________________________________________ Optionee EXHIBIT A DIRECTOR OPTION EXERCISE NOTICE INTRAWARE--------- POWERWAVE TECHNOLOGIES, INC. 00 1996 DIRECTOR STOCK OPTION PLAN EXERCISE NOTICE Powerwave Technologies, Inc. 0000 XxXxx Xxxxxx Xxx XxxxxxIrvine, XX 00000 California 92614 Attention: Corporate Secretary

Taxation upon Exercise of Option. Optionee understands that, upon exercise of this Option, he or she will recognize income for tax purposes in an amount equal to the excess of the then Fair Market Value of the Shares purchased over the exercise price paid for such Shares. Since the Optionee is subject to Section 16(b) of the Securities Exchange Act of 1934, as amended, under certain limited circumstances the measurement and timing of such income (and the commencement of any capital gain holding period) may be deferred, and the Optionee is advised to contact a tax advisor concerning the application of Section 83 in general and the availability a Section 83(b) election in particular in connection with the exercise of the Option. Upon a resale of such Shares by the Optionee, any difference between the sale price and the Fair Market Value of the Shares on the date of exercise of the Option, to the extent not included in income as described above, will be treated as capital gain or loss. INTRAWARE GRANT NO.: DATE OF GRANT: INTRAWARE______________ Roxio, INC.Inc., a Delaware corporation By: :__________________________________ Optionee acknowledges receipt of a copy of the Plan, a copy of which is attached hereto, and represents that he or she is familiar with the terms and provisions thereof, and hereby accepts this Option subject to all of the terms and provisions thereof. Optionee hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Board upon any questions arising under the Plan. Dated: _________________ _______________________________ Optionee EXHIBIT A DIRECTOR OPTION EXERCISE NOTICE INTRAWARE, INC. 00 Xxxxxx Xxx Xxxxxx, XX 00000 Roxio Inc. [INSERT ADDRESS] Attention: Corporate Secretary

Taxation upon Exercise of Option. Optionee understands that, upon -------------------------------- exercise of this Option, he or she will recognize income for tax purposes in an amount equal to the excess of the then Fair Market Value of the Shares purchased over the exercise price paid for such Shares. Since the Optionee is subject to Section 16(b) of the Securities Exchange Act of 1934, as amended, under certain limited circumstances the measurement and timing of such income (and the commencement of any capital gain holding period) may be deferred, and the Optionee is advised to contact a tax advisor concerning the application of Section 83 in general and the availability of a Section 83(b) election in particular in connection with the exercise of the Option. Upon a resale of such Shares by the Optionee, any difference between the sale price and the Fair Market Value of the Shares on the date of exercise of the Option, to the extent not included in income as described above, will be treated as capital gain or loss. INTRAWARE GRANT NO.: DATE OF GRANT: INTRAWARE______________ SCOPUS TECHNOLOGY, INC., a Delaware corporation . By: __________________________ Optionee acknowledges receipt of a copy of the Plan, a copy of which is attached hereto, and represents that he or she is familiar with the terms and provisions thereof, and hereby accepts this Option subject to all of the terms and provisions thereof. Optionee hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Board upon any questions arising under the Plan. Dated: _________________ ______________________________ Optionee EXHIBIT A DIRECTOR STOCK OPTION EXERCISE NOTICE INTRAWAREScopus Technology, INC. 00 Inc. 0000 Xxxxxx Xxx Xxxxxx, XX 00000 Ste. 900 Emeryville, CA 94608 Attention: Corporate Secretary

Taxation upon Exercise of Option. Optionee understands that, upon -------------------------------- exercise of this Option, he or she will recognize income for tax purposes in an amount equal to the excess of the then Fair Market Value of the Shares purchased over the exercise price paid for such Shares. Since the Optionee is subject to Section 16(b) of the Securities Exchange Act of 1934, as amended, under certain limited circumstances the measurement and timing of such income (and the commencement of any capital gain holding period) may be deferred, and the Optionee is advised to contact a tax advisor concerning the application of Section 83 in general and the availability a Section 83(b) election in particular in connection with the exercise of the Option. Upon a resale of such Shares by the Optionee, any difference between the sale price and the Fair Market Value of the Shares on the date of exercise of the Option, to the extent not included in income as described above, will be treated as capital gain or loss. INTRAWARE GRANT NO.: DATE OF GRANT: INTRAWARE______________ McCLATCHY NEWSPAPERS, INC., a A Delaware corporation By: ____________________________________ Optionee acknowledges receipt of a copy of the Plan, a copy of which is attached hereto, and represents that he or she is familiar with the terms and provisions thereof, and hereby accepts this Option subject to all of the terms and provisions thereof. Optionee hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Board upon any questions arising under the Plan. Dated: _______________________ ______________________________ Optionee EXHIBIT A --------- DIRECTOR OPTION EXERCISE NOTICE INTRAWARE, INC. 00 Xxxxxx Xxx Xxxxxx, XX 00000 The McClatchy Company [Address] Attention: Corporate Secretary

Taxation upon Exercise of Option. Optionee understands that, that upon exercise of this Option, he or she will generally recognize income for tax purposes in an amount equal to the excess of the then Fair Market Value of the Shares purchased over the exercise price paid for such Sharesprice. Since the The Optionee is subject to Section 16(b) of the Securities Exchange Act of 1934, as amended, under certain limited circumstances the measurement and timing of such income (and the commencement of solely responsible for paying any capital gain holding period) tax obligation that may be deferred, and the Optionee is advised to contact a tax advisor concerning the application of Section 83 in general and the availability a Section 83(b) election in particular in connection with arise from the exercise of the Option. Upon a resale THE FEDERAL TAX CONSEQUENCES OF STOCK OPTIONS ARE COMPLEX AND SUBJECT TO CHANGE. ACCORDINGLY, OPTIONEE (OR HIS OR HER GUARDIAN, ESTATE OR LEGATEE) SHOULD CONSULT WITH HIS OR HER OWN TAX ADVISOR BEFORE EXERCISING ANY OPTION OR DISPOSING OF ANY SHARES ACQUIRED UPON THE EXERCISE OF AN OPTION. Grant Date: July 1, 2002 [The balance of such Shares by the Optionee, any difference between the sale price and the Fair Market Value of the Shares on the date of exercise of the Option, to the extent not included in income as described above, will be treated as capital gain or lossthis page intentionally left blank. INTRAWARE GRANT NOSignature page follows.: DATE OF GRANT: INTRAWARE, INC., a Delaware corporation ] XXXXXXXXX XXXXXXX XX. By: /s/ XXXXXX X. XXXXXX By: /s/ XXXXXXXX XXXXXXXX Xxxxxx X. Xxxxxx, President Xxxxxxxx Xxxxxxxx, Secretary Optionee acknowledges receipt of a copy of the Plan, a copy of which is attached hereto, and represents that he or she is familiar with Optionee has read the terms and provisions thereof, of this Option and hereby accepts this Option the same subject to all of the terms and provisions thereofof this Option. Optionee hereby agrees to accept as binding, conclusive and final all decisions decision, or interpretations of the Board of Directors or its duly appointed Committee upon any questions arising under the Planthis Option Agreement. Dated: Optionee EXHIBIT A DIRECTOR OPTION EXERCISE NOTICE INTRAWARE, INC. 00 Xxxxxx Xxx Xxxxxx, XX 00000 Attention: Corporate Secretary/s/ XXXXXX X. XXXXXXXXXX XXXXXX X. XXXXXXXXXX