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TABLE OF CONTENTS


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ENGENIO INFORMATION TECHNOLOGIES, INC. (FORMERLY LSI LOGIC STORAGE SYSTEMS, INC.)
SECTION 1 BACKGROUND AND PURPOSE				1
	1.1	Background and Effective Date		1
	1.2	Purpose of the Plan		1
SECTION 2 DEFINITIONS				1
	2.1	“1934 Act”		1
	2.2	“Affiliate”		1
	2.3	“Affiliated SAR”		1
	2.4	“Award”		1
	2.5	“Award Agreement”		2
	2.6	“Board” or “Board of Directors”		2
	2.7	“Cash Flow”		2
	2.8	“Code”		2
	2.9	“Committee”		2
	2.10	“Company”		2
	2.11	“Director”		2
	2.12	“Disability”		2
	2.13	“Earnings Per Share”		2
	2.14	“Employee”		2
	2.15	“Exchange Program”		2
	2.16	“Exercise Price”		2
	2.17	“Fair Market Value”		3
	2.18	“Fiscal Year”		3
	2.19	“Freestanding SAR”		3
	2.20	“Grant Date”		3
	2.21	“Incentive Stock Option”		3
	2.22	“Nonemployee Director”		3
	2.23	“Nonqualified Stock Option”		3
	2.24	“Option”		3
	2.25	“Parent”		3
	2.26	“Participant”		3
	2.27	“Performance Goals”		3
	2.28	“Performance Unit”		4
	2.29	“Period of Restriction”		4
	2.30	“Plan”		4
	2.31	“Profit After Tax”		4
	2.32	“Profit Before Tax”		4
	2.33	“Restricted Stock”		4
	2.34	“Restricted Stock Unit”		4
	2.35	“Retirement”		4
	2.36	“Return on Capital”		4

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TABLE OF CONTENTS
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	2.37	“Return on Equity”		4
	2.38	“Return on Sales”		4
	2.39	“Revenue”		5
	2.40	“Rule 16b-3”		5
	2.41	“Section 16 Person”		5
	2.42	“Shares”		5
	2.43	“Stock Appreciation Right” or “SAR”		5
	2.44	“Subsidiary”		5
	2.45	“Tandem SAR”		5
	2.46	“Termination of Service”		5
	2.47	“Total Shareholder Return”		5
SECTION 3 ADMINISTRATION				5
	3.1	The Committee		5
	3.2	Authority of the Committee		6
	3.3	Delegation by the Committee		6
	3.4	Decisions Binding		6
SECTION 4 SHARES SUBJECT TO THE PLAN				6
	4.1	Number of Shares		6
	4.2	Lapsed Awards		6
	4.3	Adjustments in Awards and Authorized Shares		6
SECTION 5 STOCK OPTIONS				7
	5.1	Grant of Options		7
	5.2	Award Agreement		7
	5.3	Exercise Price		7
	5.4	Expiration of Options		7
	5.5	Exercisability of Options		8
	5.6	Payment		8
	5.7	Restrictions on Share Transferability		8
	5.8	Certain Additional Provisions for Incentive Stock Options		8
SECTION 6 RESTRICTED STOCK				9
	6.1	Grant of Restricted Stock		9
	6.2	Restricted Stock Agreement		9
	6.3	Transferability		9
	6.4	Other Restrictions		10
	6.5	Removal of Restrictions		10
	6.6	Voting Rights		10
	6.7	Dividends and Other Distributions		10
	6.8	Return of Restricted Stock to Company		10
SECTION 7 STOCK APPRECIATION RIGHTS				11
	7.1	Grant of SARs		11

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TABLE OF CONTENTS
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	7.2	SAR Agreement		11
	7.3	Expiration of SARs		11
	7.4	Payment of SAR Amount		11
SECTION 8 PERFORMANCE UNITS AND RESTRICTED STOCK UNITS				11
	8.1	Grant of Performance Units/Restricted Stock Units		11
	8.2	Value of Performance Units/Restricted Stock Units		12
	8.3	Performance Goals/Vesting Criteria and Other Terms		12
	8.4	Earning or Vesting of Performance Units and Restricted Stock Units		13
	8.5	Form and Timing of Payment of Performance Units/Restricted Stock Units		13
	8.6	Cancellation of Performance Units; Restricted Stock Units		13
SECTION 9 NONEMPLOYEE DIRECTOR OPTIONS				13
	9.1	Granting of Options		13
	9.2	Terms of Options		13
SECTION 10 NONEMPLOYEE DIRECTOR AWARDS OF RESTRICTED STOCK				14
	10.1	Granting of Restricted Stock		15
	10.2	Terms of Restricted Stock		15
SECTION 11 MISCELLANEOUS				15
	11.1	Deferrals		15
	11.2	No Effect on Employment or Service		15
	11.3	Participation		16
	11.4	Indemnification		16
	11.5	Successors		16
	11.6	Limited Transferability of Awards		16
	11.7	Beneficiary Designations		16
	11.8	No Rights as Stockholder		17
SECTION 12 AMENDMENT, TERMINATION, AND DURATION				17
	12.1	Amendment, Suspension, or Termination		17
	12.2	Duration of the Plan		17
SECTION 13 TAX WITHHOLDING AND MINIMUM SHARE PURCHASE PRICE				17
	13.1	Withholding Requirements		17
	13.2	Withholding Arrangements		17
	13.3	Minimum Share Purchase Price		18
SECTION 14 LEGAL CONSTRUCTION				18
	14.1	Gender and Number		18
	14.2	Severability		18
	14.3	Requirements of Law		18
	14.4	Securities Law Compliance		18
	14.5	Governing Law		18

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ENGENIO INFORMATION TECHNOLOGIES, INC.
(FORMERLY LSI LOGIC STORAGE SYSTEMS, INC.)
AMENDED AND RESTATED 2004 EQUITY INCENTIVE PLAN

SECTION 1
BACKGROUND AND PURPOSE

1.1 Background and Effective Date. The Plan permits the grant of Nonqualified Stock Options, Incentive Stock Options, and Restricted Stock, SARs, Performance Units, and Restricted Stock Units. The Plan is effective as of February 12, 2004, subject to ratification by an affirmative vote of the holders of a majority of the Shares.

1.2 Purpose of the Plan. The Plan is intended to attract, motivate, and retain (a) employees of the Company and its Affiliates and (b) directors of the Company who are employees of neither the Company nor of any Affiliate. The Plan also is designed to encourage stock ownership by Participants, thereby aligning their interests with those of the Company’s shareholders and to permit the payment of compensation that qualifies as performance-based compensation under section 162(m) of the Code.

SECTION 2
DEFINITIONS

The following words and phrases shall have the following meanings unless a different meaning is plainly required by the context:

2.1 “1934 Act” means the Securities Exchange Act of 1934, as amended. Reference to a specific section of the 1934 Act or regulation thereunder shall include such section or regulation, any valid regulation promulgated under such section, and any comparable provision of any future legislation or regulation amending, supplementing or superseding such section or regulation.

2.2 “Affiliate” means any corporation or any other entity (including, but not limited to, partnerships and joint ventures) controlling, controlled by, or under common control with the Company.

2.3 “Affiliated SAR” means a SAR that is granted in connection with a related Option, and which automatically will be deemed to be exercised at the same time that the related Option is exercised.

2.4 “Award” means, individually or collectively, a grant under the Plan of Nonqualified Stock Options, Incentive Stock Options, Restricted Stock, SARs, Performance Units, and/or Restricted Stock Units.

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2.5 “Award Agreement” means the written agreement setting forth the terms and provisions applicable to each Award granted under the Plan.

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

2.7 “Cash Flow” means the Company’s or a business unit’s sum of Profit After Tax plus depreciation and amortization less capital expenditures plus changes in working capital comprised of accounts receivable, inventories, other current assets, trade accounts payable, accrued expenses, product warranty, advance payments from customers and long-term accrued expenses, determined in accordance with generally acceptable accounting principles.

2.8 “Code” means the Internal Revenue Code of 1986, as amended. Reference to a specific section of the Code or regulation thereunder shall include such section or regulation, any valid regulation promulgated under such section, and any comparable provision of any future legislation or regulation amending, supplementing or superseding such section or regulation.

2.9 “Committee” means the committee appointed by the Board (pursuant to Section 3.1) to administer the Plan.

2.10 “Company” means Engenio Information Technologies, Inc. (formerly LSI Logic Storage Systems, Inc.), a Delaware corporation, or any successor thereto.

2.11 “Director” means any individual who is a member of the Board of Directors of the Company.

2.12 “Disability” means a permanent and total disability determined in accordance with uniform and nondiscriminatory standards adopted by the Committee from time to time.

2.13 “Earnings Per Share” means the Company’s or a business unit’s Profit After Tax, divided by a weighted average number of all classes of common shares outstanding and dilutive common equivalent shares deemed outstanding, determined in accordance with generally accepted accounting principles.

2.14 “Employee” means any employee of the Company or of an Affiliate, whether such employee is so employed at the time the Plan is adopted or becomes so employed subsequent to the adoption of the Plan.

2.15 “Exchange Program” means a program established by the Committee under which outstanding Awards are amended or surrendered or cancelled in exchange for (a) Awards with a different Exercise Price, (b) a different type of Award, (c) cash, or (d) a combination of (a), (b) and/or (c).

2.16 “Exercise Price” means the price at which a Share may be purchased by a Participant pursuant to the exercise of an Option.

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2.17 “Fair Market Value” means, as of the relevant date, the value per Share determined as follows: (a) if the Shares are listed on any established stock exchange or a national market system, including without limitation the New York Stock Exchange or the Nasdaq National Market, its Fair Market Value shall be the closing price per Share (or the closing bid, if no sales were reported) as quoted on such exchange or system for the last market trading day prior to the time of determination, as reported by such source as the Board or Committee deems reliable; (b) if the Shares are regularly quoted by a recognized securities dealer but selling prices are not reported, the Fair Market Value of a Share shall be the mean between the high bid and low asked prices for a Share on the last market trading day prior to the time of determination, as reported by such source the Board or Administrator deems reliable; or (c) in the absence of an established market for the Shares, the Fair Market Value shall be determined in good faith by the Board or Committee.

2.18 “Fiscal Year” means the fiscal year of the Company.

2.19 “Freestanding SAR” means a SAR that is granted independently of any Option.

2.20 “Grant Date” means, with respect to an Award, the date that the Award was granted.

2.21 “Incentive Stock Option” means an Option to purchase Shares that is designated as an Incentive Stock Option and is intended to meet the requirements of Section 422 of the Code.

2.22 “Nonemployee Director” means a Director who is an employee of neither the Company nor of any Affiliate.

2.23 “Nonqualified Stock Option” means an option to purchase Shares that is not intended to be an Incentive Stock Option.

2.24 “Option” means an Incentive Stock Option or a Nonqualified Stock Option.

2.25 “Parent” means any corporation (other than the Company) in an unbroken chain of corporations ending with the Company if each of the corporations (other than the Company) in the unbroken chain then owns stock possessing fifty percent (50%) or more of the total combined voting power of all classes of stock in one of the other corporations in such chain.

2.26 “Participant” means an Employee or Nonemployee Director who has an outstanding Award.

2.27 “Performance Goals” means the goal(s) (or combined goal(s)) determined by the Committee (in its discretion) to be applicable to a Participant with respect to an Award. As determined by the Committee, the Performance Goals applicable to an Award may provide for a targeted level or levels of achievement using one or more of the following measures: (a) Cash Flow, (b) earnings per share, (c) Profit After Tax, and (d) Profit Before Tax, (e) Return on Capital, (f) Return on Equity, (g) Return on Sales, (h) Revenue and/or (i) Total Shareholder Return. The Performance Goals may differ from Participant to Participant and from Award to Award. Prior to the Determination Date, the Committee shall determine whether any significant element(s) shall be

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included in or excluded from the calculation of any Performance Goal with respect to any Participants.

2.28 “Performance Unit” means a Performance Unit Award granted to a Participant pursuant to Section 8.

2.29 “Period of Restriction” means the period during which the transfer of Shares of Restricted Stock are subject to restrictions, and as a consequence, the Shares are subject to a substantial risk of forfeiture. As provided in Section 6, such restrictions may be based on the passage of time, the achievement of Performance Goals or other performance objectives, or the occurrence of other events or conditions, as determined by the Committee, in its discretion; provided, however, that with respect to Awards granted pursuant to Section 10, the restrictions shall be based on the passage of time in accordance with Section 10.2.3.

2.30 “Plan” means the Amended and Restated Engenio Information Technologies, Inc. (formerly LSI Logic Storage Systems, Inc.) 2004 Equity Incentive Plan, as set forth in this instrument and as hereafter amended from time to time.

2.31 “Profit After Tax” means the Company’s or a business unit’s income after taxes, determined in accordance with generally accepted accounting principles.

2.32 “Profit Before Tax” means the Company’s or a business unit’s income before taxes, determined in accordance with generally accepted accounting principles.

2.33 “Restricted Stock” means an Award granted to a Participant pursuant to Section 6.

2.34 “Restricted Stock Unit” means a Restricted Stock Unit Award granted to a Participant pursuant to Section 8.

2.35 “Retirement” means a Termination of Service occurring on or after the earlier of (a) age sixty-five (65), or (b) age fifty-five (55) and the completion of ten (10) years of service with the Company or an Affiliate.

2.36 “Return on Capital” means the Company’s or a business unit’s Profit After Tax divided by the Company’s or business unit’s, as applicable, average invested capital, determined in accordance with generally accepted accounting principles.

2.37 “Return on Equity” means the percentage equal to the Company’s Profit After Tax divided by average stockholder’s equity, determined in accordance with generally accepted accounting principles.

2.38 “Return on Sales” means the percentage equal to the Company’s or a business unit’s Profit After Tax, divided by the Company’s or the business unit’s, as applicable, Revenue, determined in accordance with generally accepted accounting principles.

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2.39 “Revenue” means the Company’s or business unit’s net sales, determined in accordance with generally accepted accounting principles.

2.40 “Rule 16b-3” means Rule 16b-3 promulgated under the 1934 Act, and any future regulation amending, supplementing or superseding such regulation.

2.41 “Section 16 Person” means a person who, with respect to the Shares, is subject to Section 16 of the 1934 Act.

2.42 “Shares” means the shares of Class A common stock of the Company.

2.43 “Stock Appreciation Right” or “SAR” means an Award, granted alone or in connection with a related Option, that pursuant to Section 7 is designated as a SAR.

2.44 “Subsidiary” means any corporation in an unbroken chain of corporations beginning with the Company if each of the corporations other than the last corporation in the unbroken chain then owns stock possessing fifty percent (50%) or more of the total combined voting power of all classes of stock in one of the other corporations in such chain.

2.45 “Tandem SAR” means an SAR that is granted in connection with a related Option, the exercise of which shall require forfeiture of the right to purchase an equal number of Shares under the related Option (and when a Share is purchased under the Option, the SAR shall be canceled to the same extent).

2.46 “Termination of Service” means (a) in the case of an Employee, a cessation of the employee-employer relationship between the Employee and the Company or an Affiliate for any reason, including, but not by way of limitation, a termination by resignation, discharge, death, Disability, Retirement, or the disaffiliation of an Affiliate, but excluding any such termination where there is a simultaneous reemployment by the Company or an Affiliate; and (b) in the case of a Nonemployee Director, a cessation of the Director’s service on the Board for any reason, including, but not by way of limitation, a termination by resignation, death, Disability, Retirement or non-reelection to the Board.

2.47 “Total Shareholder Return” means the total return (change in share price plus reinvestment of any dividends) of a Share.

SECTION 3
ADMINISTRATION

3.1 The Committee. The Plan shall be administered by the Committee. The Committee shall consist of not less than two (2) Directors who shall be appointed from time to time by, and shall serve at the pleasure of, the Board of Directors. The Committee shall be comprised solely of Directors who both are (a) “non-employee directors” under Rule 16b-3, and (b) “outside directors” under Section 162(m) of the Code.

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3.2 Authority of the Committee. It shall be the duty of the Committee to administer the Plan in accordance with the Plan’s provisions. The Committee shall have all powers and discretion necessary or appropriate to administer the Plan and to control its operation, including, but not limited to, the power to (a) determine which Employees (including Employees who are also Directors) shall be granted Awards, (b) prescribe the terms and conditions of the Awards, (c) interpret the Plan and the Awards, (d) adopt such procedures and subplans as are necessary or appropriate to permit participation in the Plan by Employees and Nonemployee Directors who are foreign nationals or employed outside of the United States, (e) adopt rules for the administration, interpretation and application of the Plan as are consistent therewith, (f) interpret, amend or revoke any such rules, and (g) effect, at any time and from time to time, an Exchange Program.

3.3 Delegation by the Committee. The Committee, in its sole discretion and on such terms and conditions as it may provide, may delegate all or any part of its authority and powers under the Plan to one or more Directors or officers of the Company; provided, however, that the Committee may not delegate its authority and powers (a) with respect to Section 16 Persons, or (b) in any way which would jeopardize the Plan’s qualification under Section 162(m) of the Code or Rule 16b-3.

3.4 Decisions Binding. All determinations and decisions made by the Committee, the Board, and any delegate of the Committee pursuant to the provisions of the Plan shall be final, conclusive, and binding on all persons, and shall be given the maximum deference permitted by law.

SECTION 4
SHARES SUBJECT TO THE PLAN

4.1 Number of Shares. Subject to adjustment as provided in Section 4.3, the total number of Shares available for grant under the Plan shall not exceed 7,500,000 Shares granted under the Plan may be either authorized but unissued Shares or treasury Shares.

4.2 Lapsed Awards. If an Award is cancelled, terminates, expires, or lapses for any reason (with the exception of the termination of a Tandem SAR upon exercise of the related Option, or the termination of a related Option upon exercise of the corresponding Tandem SAR), any Shares subject to such Award again shall be available to be the subject of an Award, except as determined by the Committee.

4.3 Adjustments in Awards and Authorized Shares. In the event that any dividend or other distribution (whether in the form of cash, Shares, other securities, or other property), recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase, or exchange of Shares or other securities of the Company, or other change in the corporate structure of the Company affecting the Shares such that an adjustment is determined by the Committee (in its sole discretion) to be appropriate in order to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under the Plan, then the Committee shall, in such manner as it may deem equitable, adjust the number and class of Shares that may be delivered under the Plan, the number, class, and price of Shares subject to outstanding Awards, and

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the numerical limits of Sections 5.1, 6.1, 7.1, 8.1.1, 9.1 and 10.1. Notwithstanding the preceding, the number of Shares subject to any Award always shall be a whole number.

SECTION 5
STOCK OPTIONS

5.1 Grant of Options. Subject to the terms and provisions of the Plan, Options may be granted to Employees at any time and from time to time as determined by the Committee in its sole discretion. The Committee, in its sole discretion, shall determine the number of Shares subject to each Option, provided that during any Fiscal Year, no Participant shall be granted Options covering more than 1,500,000 Shares. The Committee may grant Incentive Stock Options, Nonqualified Stock Options, or a combination thereof.

5.2 Award Agreement. Each Option shall be evidenced by an Award Agreement that shall specify the Exercise Price, the expiration date of the Option, the number of Shares to which the Option pertains, any conditions to exercise of the Option, and such other terms and conditions as the Committee, in its discretion, shall determine. The Award Agreement shall also specify whether the Option is intended to be an Incentive Stock Option or a Nonqualified Stock Option.

5.3 Exercise Price. Subject to the provisions of this Section 5.3, the Exercise Price for each Option shall be determined by the Committee in its sole discretion.

5.3.1 Nonqualified Stock Options. In the case of a Nonqualified Stock Option, the Exercise Price shall be not less than one hundred percent (100%) of the Fair Market Value of a Share on the Grant Date.

5.3.2 Incentive Stock Options. In the case of an Incentive Stock Option, the Exercise Price shall be not less than one hundred percent (100%) of the Fair Market Value of a Share on the Grant Date; provided, however, that if on the Grant Date, the Employee (together with persons whose stock ownership is attributed to the Employee pursuant to Section 424(d) of the Code) owns stock possessing more than 10% of the total combined voting power of all classes of stock of the Company or any of its Subsidiaries or any Parent of the Company, the Exercise Price shall be not less than one hundred and ten percent (110%) of the Fair Market Value of a Share on the Grant Date.

5.3.3 Substitute Options. Notwithstanding the provisions of Sections 5.3.1 and 5.3.2, in the event that the Company or an Affiliate consummates a transaction described in Section 424(a) of the Code (e.g., the acquisition of property or stock from an unrelated corporation), persons who become Employees or Nonemployee Directors on account of such transaction may be granted Options in substitution for options granted by their former employer. If such substitute Options are granted, the Committee, in its sole discretion and consistent with Section 424(a) of the Code, may determine that such substitute Options shall have an exercise price less than one hundred percent (100%) of the Fair Market Value of the Shares on the Grant Date.

5.4 Expiration of Options.

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5.4.1 Expiration Dates. Each Option shall terminate no later than the first to occur of the following events:

(a) The date for termination of the Option set forth in the written Award Agreement; or

(b) The expiration of ten years (10) from the Grant Date.

5.4.2 Death of Participant. Notwithstanding Section 5.4.1, if a Participant dies prior to the expiration of his or her Options, the Committee, in its discretion, may provide that his or her Options shall be exercisable for up to one (1) year after the date of death.

5.4.3 Committee Discretion. Subject to the limits of Sections 5.4.1 and 5.4.2, the Committee, in its sole discretion, (a) shall provide in each Award Agreement when each Option expires and becomes unexercisable, and (b) may, after an Option is granted, extend the maximum term of the Option (subject to Section 5.8.4 regarding Incentive Stock Options).

5.5 Exercisability of Options. Options granted under the Plan shall be exercisable at such times and be subject to such restrictions and conditions as the Committee shall determine in its sole discretion. After an Option is granted, the Committee, in its sole discretion, may accelerate the exercisability of the Option.

5.6 Payment. Options shall be exercised by the Participant’s delivery of a notice of exercise to the Corporate Secretary of the Company (or its designee), setting forth the number of Shares with respect to which the Option is to be exercised, accompanied by full payment for the Shares. The notice shall be given in the form and manner specified by the Company from time to time.

Upon the exercise of any Option, the Exercise Price shall be payable to the Company in full in cash or its equivalent. The Committee, in its sole discretion, also may permit exercise (a) by tendering previously acquired Shares having an aggregate Fair Market Value at the time of exercise equal to the total Exercise Price, or (b) by any other means which the Committee, in its sole discretion, determines to both provide legal consideration for the Shares, and to be consistent with the purposes of the Plan. As soon as practicable after receipt of a written notification of exercise and full payment for the Shares purchased, the Company shall deliver to the Participant (or the Participant’s designated broker), Share certificates (which may be in book entry form) representing such Shares.

5.7 Restrictions on Share Transferability. The Committee may impose such restrictions on any Shares acquired pursuant to the exercise of an Option as it may deem advisable, including, but not limited to, restrictions related to applicable federal securities laws, the requirements of any national securities exchange or system upon which Shares are then listed or traded, or any blue sky or state securities laws.

5.8 Certain Additional Provisions for Incentive Stock Options.

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5.8.1 Exercisability. The aggregate Fair Market Value (determined on the Grant Date(s)) of the Shares with respect to which Incentive Stock Options are exercisable for the first time by any Employee during any calendar year (under all plans of the Company and its Subsidiaries and any Parent of the Company) shall not exceed $100,000.

5.8.2 Termination of Service. No vested Incentive Stock Option may be exercised more than three (3) months after the Participant’s Termination of Service for any reason other than Disability or death, unless (a) the Participant dies during such three-month period, and (b) the Award Agreement or the Committee permits later exercise. No Incentive Stock Option may be exercised more than one (1) year after the Participant’s Termination of Service on account of Disability, unless (a) the Participant dies during such one-year period, and (b) the Award Agreement or the Committee permit later exercise.

5.8.3 Company and Subsidiaries Only. Incentive Stock Options may be granted only to persons who are Employees of the Company or a Subsidiary on the Grant Date.

5.8.4 Expiration. No Incentive Stock Option may be exercised after the expiration of ten (10) years from the Grant Date; provided, however, that if the Option is granted to an Employee who, together with persons whose stock ownership is attributed to the Employee pursuant to Section 424(d) of the Code, owns stock possessing more than 10% of the total combined voting power of all classes of the stock of the Company or any of its Subsidiaries or any Parent of the Company, the Option may not be exercised after the expiration of five (5) years from the Grant Date.

SECTION 6
RESTRICTED STOCK

6.1 Grant of Restricted Stock. Subject to the terms and provisions of the Plan, the Committee, at any time and from time to time, may grant shares of Restricted Stock to Employees in such amounts as the Committee, in its sole discretion, shall determine. The Committee, in its sole discretion, shall determine the number of Shares to be granted to each Participant as Restricted Stock, provided that during any Fiscal Year, no Participant shall receive more than 500,000 Shares of Restricted Stock.

6.2 Restricted Stock Agreement. Each Award of Restricted Stock shall be evidenced by an Award Agreement that shall specify the Period of Restriction, the number of Shares granted, and such other terms and conditions as the Committee, in its sole discretion, shall determine. Unless the Committee determines otherwise, shares of Restricted Stock shall be held by the Company as escrow agent until the restrictions on such Shares have lapsed.

6.3 Transferability. Except as provided in this Section 6, shares of Restricted Stock may not be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated until the end of the applicable Period of Restriction.

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6.4 Other Restrictions. The Committee, in its sole discretion, may impose such other restrictions on shares of Restricted Stock as it may deem advisable or appropriate, in accordance with this Section 6.4.

6.4.1 General Restrictions. The Committee may set restrictions based upon the achievement of specific Performance Goals or other performance objectives (Company-wide, divisional, or individual), the passage of time, applicable federal or state securities laws, or any other basis determined by the Committee in its discretion.

6.4.2 Section 162(m) Performance Goals. For purposes of qualifying grants of Restricted Stock as “performance-based compensation” under Section 162(m) of the Code, the Committee, in its discretion, may establish the conditions to be satisfied based upon the achievement of Performance Goals. The Performance Goals shall be set by the Committee on or before the latest date permissible to enable the Restricted Stock to qualify as “performance-based compensation” under Section 162(m) of the Code. In granting Restricted Stock that is intended to qualify under Section 162(m) of the Code, the Committee shall follow any procedures determined by it from time to time to be necessary or appropriate to ensure qualification of the Restricted Stock under Section 162(m) of the Code (e.g., in determining the Performance Goals).

6.4.3 Legend on Certificates. The Committee, in its discretion, may legend the certificates representing Restricted Stock to give appropriate notice of such restrictions.

6.5 Removal of Restrictions. Except as otherwise provided in this Section 6, Shares of Restricted Stock covered by each Restricted Stock grant made under the Plan shall be released from escrow as soon as practicable after the last day of the Period of Restriction. The Committee, in its discretion, may accelerate the time at which any restrictions shall lapse or be removed. After the restrictions have lapsed, the Participant shall be entitled to have any legend or legends under Section 6.4.3 removed from his or her Share certificate, and the Shares shall be freely transferable by the Participant.

6.6 Voting Rights. During the Period of Restriction, Participants holding Shares of Restricted Stock granted hereunder may exercise full voting rights with respect to those Shares, unless the Committee determines otherwise.

6.7 Dividends and Other Distributions. During the Period of Restriction, Participants holding Shares of Restricted Stock shall be entitled to receive all dividends and other distributions paid with respect to such Shares unless otherwise provided in the Award Agreement. If any such dividends or distributions are paid in Shares, the Shares shall be subject to the same restrictions on transferability and forfeitability as the Shares of Restricted Stock with respect to which they were paid.

6.8 Return of Restricted Stock to Company. On the date set forth in the Award Agreement, the Restricted Stock for which restrictions have not lapsed shall revert to the Company and again shall become available for grant under the Plan.

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SECTION 7
STOCK APPRECIATION RIGHTS

7.1 Grant of SARs. Subject to the terms and conditions of the Plan, a SAR may be granted to Employees at any time and from time to time as shall be determined by the Committee, in its sole discretion. The Committee may grant Affiliated SARs, Freestanding SARs, Tandem SARs, or any combination thereof.

7.1.1 Number of Shares. The Committee shall have complete discretion to determine the number of SARs granted to any Participant, provided that during any Fiscal Year, no Participant shall be granted SARs covering more than 500,000 Shares.

7.1.2 Exercise Price and Other Terms. The Committee, subject to the provisions of the Plan, shall have complete discretion to determine the terms and conditions of SARs granted under the Plan. However, the exercise price of an SAR shall be not less than one hundred percent (100%) of the Fair Market Value of a Share on the Grant Date.

7.2 SAR Agreement. Each SAR grant shall be evidenced by an Award Agreement that shall specify the exercise price, the term of the SAR, the conditions of exercise, and such other terms and conditions as the Committee, in its sole discretion, shall determine.

7.3 Expiration of SARs. A SAR granted under the Plan shall expire upon the date determined by the Committee, in its sole discretion, and set forth in the Award Agreement. Notwithstanding the foregoing, the rules with respect to Options set forth in Section 5.4 also shall apply to SARs.

7.4 Payment of SAR Amount. Upon exercise of a SAR, a Participant shall be entitled to receive payment from the Company in an amount determined by multiplying:

(a) The difference between the Fair Market Value of a Share on the date of exercise over the exercise price; times

(b) The number of Shares with respect to which the SAR is exercised. At the discretion of the Committee, the payment upon SAR exercise may be in cash, in Shares of equivalent value, or in some combination thereof.

SECTION 8
PERFORMANCE UNITS AND RESTRICTED STOCK UNITS

8.1 Grant of Performance Units/Restricted Stock Units. Performance Units and Restricted Stock Units may be granted to Employees at any time and from time to time, as shall be determined by the Committee, in its sole discretion. The Committee shall have complete discretion in determining the number of Performance Units and Restricted Stock Units granted to each Participant provided that during any Fiscal Year, (a) no Participant shall receive Performance Units having an

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initial value greater than $1,000,000, and (b) no Participant shall receive more than 500,000 Restricted Stock Units.

8.2 Value of Performance Units/Restricted Stock Units. Each Performance Unit shall have an initial value that is established by the Committee on or before the Grant Date. Each Restricted Stock Unit shall have an initial value equal to the Fair Market Value of a Share on the Grant Date.

8.3 Performance Goals/Vesting Criteria and Other Terms. The Committee shall set, in its discretion, Performance Goals, other performance objectives and/or a requirement of continued employment over a period of time which, depending on the extent to which such objectives or requirements are met, will determine the number or value of Performance Units or Restricted Stock Units that will vest or be earned by the Participants. The time period during which the Performance Goals, other performance objectives or continued employment must be met shall be called the “Vesting Period.” Each Award of Performance Units and Restricted Stock Units shall be evidenced by an Award Agreement that shall specify the Vesting Period, and such other terms and conditions as the Committee, in its sole discretion, shall determine.

8.3.1 General Performance Goals or Other Requirements. The Committee may set vesting requirements on the basis of achievement of Performance Goals or other performance objectives based upon the achievement of Company-wide, divisional, or individual goals, the passage of time, applicable federal or state securities laws, or any other basis determined by the Committee in its discretion.

8.3.2 Section 162(m) Performance Goals. For purposes of qualifying grants of Performance Units and/or Restricted Stock Units as “performance-based compensation” under Section 162(m) of the Code, the Committee, in its discretion, may establish the conditions to be satisfied applicable to Performance Units and/or Restricted Stock Units based upon the achievement of Performance Goals. The Performance Goals shall be set by the Committee on or before the latest date permissible to enable the Performance Units and/or Restricted Stock Units to qualify as “performance-based compensation” under Section 162(m) of the Code. In granting Performance Units and/or Restricted Stock Units which are intended to qualify under Section 162(m) of the Code, the Committee shall follow any procedures determined by it from time to time to be necessary or appropriate to ensure qualification of the Performance Units and/or Restricted Stock Units under Section 162(m) of the Code (e.g., in determining the Performance Goals).

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8.4 Earning or Vesting of Performance Units and Restricted Stock Units. After the applicable Vesting Period has ended, the holder of Performance Units or Restricted Stock Units, as the case may be, shall be entitled to receive a payout with respect to earned/vested Performance Units or Restricted Stock Units in accordance with the terms of the Award Agreement in the form of cash, Shares or a combination thereof pursuant to Section 8.5 below. After the grant of a Performance Unit or Restricted Stock Unit, the Committee, in its sole discretion, may reduce or waive any Performance Goals or other performance objectives for such Performance Unit or Restricted Stock Unit.

8.5 Form and Timing of Payment of Performance Units/Restricted Stock Units. Payment of earned/vested Performance Units or Restricted Stock Units, as the case may be, shall be made as soon as practicable after the expiration of the applicable Vesting Period. The Committee, in its sole discretion, may pay earned/vested Performance Units or Restricted Stock Units, as the case may be, in the form of cash, in Shares (which have an aggregate Fair Market Value equal to the value of the earned/vested Performance Units or Restricted Stock Units, as the case may be, at the close of the applicable Vesting Period) or in a combination thereof.

8.6 Cancellation of Performance Units; Restricted Stock Units. On the date set forth in the Award Agreement, all unearned or unvested Performance Units and Restricted Stock Units shall be forfeited to the Company, and again shall be available for grant under the Plan.

SECTION 9
NONEMPLOYEE DIRECTOR OPTIONS

The provisions of this Section 9 are applicable only to Options granted to Nonemployee Directors.

9.1 Granting of Options.

9.1.1 Initial Grants. Each Nonemployee Director who first becomes a Nonemployee Director on or after the effective date of this Plan, automatically shall receive, as of the date that the individual first is appointed or elected as a Nonemployee Director, an Option to purchase 25,000 Shares.

9.1.2 Ongoing Grants. Each Nonemployee Director who both (a) is a Nonemployee Director on the last business day of a Fiscal Year, and (b) has served as a Nonemployee Director for the entire Fiscal Year which includes such last business day, automatically shall receive, as of such last business day only, an Option to purchase 15,000 Shares.

9.2 Terms of Options.

9.2.1 Option Agreement. Each Option granted pursuant to this Section 9 shall be evidenced by a written Award Agreement between the Participant and the Company.

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9.2.2 Exercise Price. The Exercise Price for the Shares subject to each Option granted pursuant to this Section 9 shall be 100% of the Fair Market Value of such Shares on the Grant Date.

9.2.3 Exercisability.

(a) Each Option granted pursuant to Section 9.1.1 shall become exercisable as to 100% of the Shares on the first anniversary of the Grant Date.

(b) Each Option granted pursuant to Section 9.1.2 shall become exercisable as to 100% of the Shares on the first anniversary of the Grant Date. Notwithstanding the preceding, once a Participant ceases to be a Director, his or her Options which are not then exercisable shall never become exercisable and shall be immediately forfeited, except to the limited extent provided in Section 9.2.5. Shares subject to forfeited Options shall revert to the Company and again shall become available for grant under the Plan.

9.2.4 Expiration of Options. Each Option granted pursuant to this Section 9 shall terminate upon the first to occur of the following events:

(a) The expiration of ten (10) years from the Grant Date; or

(b) The expiration of seven (7) months from the date of the Participant’s Termination of Service for any reason other than the Participant’s death, Disability or Retirement; or

(c) The expiration of one (1) year from the date of the Participant’s Termination of Service by reason of Disability or Retirement.

9.2.5 Death of Participant. Notwithstanding the provisions of Section 9.2.4, if a Participant dies prior to the expiration of his or her Options in accordance with Section 9.2.4, then (a) one hundred percent (100%) of the Shares covered by his or her Options shall immediately become one hundred percent (100%) exercisable, and (b) his or her Options shall terminate one (1) year after the date of his or her death.

9.2.6 Not Incentive Stock Options. Options granted pursuant to this Section 9 shall not be designated as Incentive Stock Options.

9.2.7 Other Terms. All provisions of the Plan not inconsistent with this Section 9 shall apply to Options granted to Nonemployee Directors.

SECTION 10
NONEMPLOYEE DIRECTOR AWARDS OF RESTRICTED STOCK

The provisions of this Section 10 are applicable only to Restricted Stock granted to Nonemployee Directors.

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10.1 Granting of Restricted Stock. Each Nonemployee Director who first becomes a Nonemployee Director on or after the effective date of this Plan, automatically shall receive, as of the date that the individual first is appointed or elected as a Nonemployee Director, 2,500 Shares of Restricted Stock.

10.2 Terms of Restricted Stock.

10.2.1 Award Agreement. Each Award of Restricted Stock granted pursuant to this Section 10 shall be evidenced by a written Award Agreement between the Participant and the Company.

10.2.2 Escrow. Shares of Restricted Stock granted pursuant to this Section 10 shall be held by the Company as escrow agent until the end of the Period of Restriction applicable to such Shares.

10.2.3 End of Period of Restriction. The Period of Restriction for each Award of Restricted Stock granted pursuant to Section 10.1 shall end as to 100% of the Shares on the first anniversary of the Grant Date and all such Shares shall be fully vested on such date. Notwithstanding the preceding, once a Participant ceases to be a Director, his or her Shares of Restricted Stock as to which the Period of Restriction has not ended shall be immediately forfeited, except to the limited extent provided in Section 10.2.5.

10.2.4 Death of Participant. If a Participant dies prior to the end of the Period of Restriction on his or her Award of Restricted Stock in accordance with Section 10.2.3, then the Period of Restriction applicable to such Award shall immediately end and one hundred percent (100%) of the Shares covered by his or her Award of Restricted Stock shall immediately become one hundred percent (100%) vested.

10.2.5 Other Terms. All provisions of the Plan not inconsistent with this Section 10 shall apply to Awards of Restricted Stock granted to Nonemployee Directors.

SECTION 11
MISCELLANEOUS

11.1 Deferrals. The Committee, in its sole discretion, may permit a Participant to defer receipt of the payment of cash or the delivery of Shares that would otherwise be due to such Participant under an Award. Any such deferral elections shall be subject to such rules and procedures as shall be determined by the Committee in its sole discretion.

11.2 No Effect on Employment or Service. Nothing in the Plan shall interfere with or limit in any way the right of the Company to terminate any Participant’s employment or service at any time, with or without cause. For purposes of the Plan, transfer of employment of a Participant between the Company and any one of its Affiliates (or between Affiliates) shall not be deemed a Termination of Service. Employment with the Company and its Affiliates is on an at-will basis only.

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11.3 Participation. No Employee shall have the right to be selected to receive an Award under this Plan, or, having been so selected, to be selected to receive a future Award.

11.4 Indemnification. Each person who is or shall have been a member of the Committee, or of the Board, shall be indemnified and held harmless by the Company against and from (a) any loss, cost, liability, or expense that may be imposed upon or reasonably incurred by him or her in connection with or resulting from any claim, action, suit, or proceeding to which he or she may be a party or in which he or she may be involved by reason of any action taken or failure to act under the Plan or any Award Agreement, and (b) from any and all amounts paid by him or her in settlement thereof, with the Company’s approval, or paid by him or her in satisfaction of any judgment in any such claim, action, suit, or proceeding against him or her, provided he or she shall give the Company an opportunity, at its own expense, to handle and defend the same before he or she undertakes to handle and defend it on his or her own behalf. The foregoing right of indemnification shall not be exclusive of any other rights of indemnification to which such persons may be entitled under the Company’s Certificate of Incorporation or Bylaws, by contract, as a matter of law, or otherwise, or under any power that the Company may have to indemnify them or hold them harmless.

11.5 Successors. All obligations of the Company under the Plan, with respect to Awards granted hereunder, shall be binding on any successor to the Company, whether the existence of such successor is the result of a direct or indirect purchase, merger, consolidation, or otherwise, of all or substantially all of the business or assets of the Company.

11.6 Limited Transferability of Awards. No Award granted under the Plan may be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated, other than by will, by the laws of descent and distribution. All rights with respect to an Award granted to a Participant shall be available during his or her lifetime only to the Participant. Notwithstanding the foregoing, after the Plan becomes effective, the Committee (in its sole discretion) may determine that a Participant may, in a manner specified by the Committee, (a) transfer a Nonqualified Stock Option to a Participant’s spouse, former spouse or dependent pursuant to a court-approved domestic relations order which relates to the provision of child support, alimony payments or marital property rights, and (b) transfer a Nonqualified Stock Option by bona fide gift and not for any consideration, to (i) a member or members of the Participant’s immediate family, (ii) a trust established for the exclusive benefit of the Participant and/or member(s) of the Participant’s immediate family, (iii) a partnership, limited liability company of other entity whose only partners or members are the Participant and/or member(s) of the Participant’s immediate family, or (iv) a foundation in which the Participant an/or member(s) of the Participant’s immediate family control the management of the foundation’s assets. The transferability provisions provided in the preceding sentence shall be effective only if expressly determined by the Committee after the effective date of the Plan.

11.7 Beneficiary Designations. Notwithstanding any contrary provisions of Section 11.6, after the Plan becomes effective, the Committee (in its sole discretion) may determine that a Participant under the Plan may name a beneficiary or beneficiaries to whom any vested but unpaid Award shall be paid in the event of the Participant’s death. Each such designation shall revoke all prior designations by the Participant and shall be effective only if given in a form and manner

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acceptable to the Committee. In the absence of any such designation, any vested benefits remaining unpaid at the Participant’s death shall be paid to the Participant’s estate and, subject to the terms of the Plan and of the applicable Award Agreement, any unexercised vested Award may be exercised by the administrator or executor of the Participant’s estate. The provisions of this Section 11.7 shall be effective only if expressly determined by the Committee after the effective date of the Plan.

11.8 No Rights as Stockholder. Except to the limited extent provided in Sections 6.6 and 6.7 with respect to holders of Restricted Stock, no Participant (nor any beneficiary) shall have any of the rights or privileges of a stockholder of the Company with respect to any Shares issuable pursuant to an Award (or exercise thereof), unless and until certificates representing such Shares shall have been issued, recorded on the records of the Company or its transfer agents or registrars, and delivered to the Participant (or beneficiary).

SECTION 12
AMENDMENT, TERMINATION, AND DURATION

12.1 Amendment, Suspension, or Termination. The Board or the Committee, in its sole discretion, may amend, suspend or terminate the Plan, or any part thereof, at any time and for any reason. The amendment, suspension, or termination of the Plan shall not, without the consent of the Participant, alter or impair any rights or obligations under any Award theretofore granted to such Participant. No Award may be granted during any period of suspension or after termination of the Plan.

12.2 Duration of the Plan. The Plan shall be effective as of February 12, 2004, and subject to Section 12.1 (regarding the Board’s right to amend or terminate the Plan), shall remain in effect thereafter. However, without further stockholder approval, no Incentive Stock Option may be granted under the Plan after February 12, 2014.

SECTION 13
TAX WITHHOLDING AND MINIMUM SHARE PURCHASE PRICE

13.1 Withholding Requirements. Prior to the delivery of any Shares or cash pursuant to an Award (or exercise thereof), the Company shall have the power and the right to deduct or withhold, or require a Participant to remit to the Company, an amount sufficient to satisfy federal, state, and local taxes (including the Participant’s FICA obligation) required to be withheld with respect to such Award (or exercise thereof).

13.2 Withholding Arrangements. The Committee, in its sole discretion and pursuant to such procedures as it may specify from time to time, may permit a Participant to satisfy such tax withholding obligation, in whole or in part by (a) electing to have the Company withhold otherwise deliverable Shares, or (b) delivering to the Company already-owned Shares having a Fair Market Value equal to the minimum amount required to be withheld.

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13.3 Minimum Share Purchase Price. Notwithstanding anything to the contrary herein, with respect to any Shares issued pursuant to an Award hereunder, the purchase price by a Participant for each Share issued shall in no event be less than the par value per Share; provided, however, the Committee may provide in an Award Agreement that any such purchase price shall be paid by the Company to a Participant pursuant to a bonus equal to the aggregate purchase price for such Shares, subject to required tax withholding.

SECTION 14
LEGAL CONSTRUCTION

14.1 Gender and Number. Except where otherwise indicated by the context, any masculine term used herein also shall include the feminine; the plural shall include the singular and the singular shall include the plural.

14.2 Severability. In the event any provision of the Plan shall be held illegal or invalid for any reason, the illegality or invalidity shall not affect the remaining parts of the Plan, and the Plan shall be construed and enforced as if the illegal or invalid provision had not been included.

14.3 Requirements of Law. The granting of Awards and the issuance of Shares under the Plan shall be subject to all applicable laws, rules, and regulations, and to such approvals by any governmental agencies or national securities exchanges as may be required.

14.4 Securities Law Compliance. With respect to Section 16 Persons, transactions under this Plan are intended to comply with all applicable conditions of Rule 16b-3. To the extent any provision of the Plan, Award Agreement or action by the Committee fails to so comply, it shall be deemed null and void, to the extent permitted by law and deemed advisable by the Committee.

14.5 Governing Law. The Plan and all Award Agreements shall be construed in accordance with and governed by the laws of the State of California, other than its conflicts of laws provisions.

14.6 Captions. Captions are provided herein for convenience only, and shall not serve as a basis for interpretation or construction of the Plan.

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	ENGENIO INFORMATION TECHNOLOGIES, INC.
Dated: September 13, 2004	By	/s/ David E. Sanders
		Title: Vice President General Counsel