Exhibit 10.2

AMENDMENT TO THE

KINTERA, INC.

2000 STOCK OPTION PLAN

This Amendment to the Kintera, Inc. 2000 Stock Option Plan (the “Plan”) is effective as of September 26, 2003.

Section 4.1 of the plan shall be amended to state in its entirety as follows:

“4.1 Maximum Number of Shares Issuable. Subject to adjustment as provided in Section 4.2, the maximum aggregate number of shares of Stock that may be issued under the plan shall be six million one hundred twenty-eight thousand (6,128,000) and shall consist of authorized but unissued or reacquired shares of Stock or any combination thereof. If an outstanding Option for any reason expires or is terminated or canceled or if shares of Stock are acquired upon the exercise of an Option subject to a Company repurchase option and are repurchased by the Company at the Optionee’s exercise price, the shares of Stock allocable to the unexercised portion of such Option or such repurchased shares of Stock shall again be available for issuance under the Plan. However, except as adjusted pursuant to Section 4.2, in no event shall more than six million one hundred twenty-eight thousand (6,128,000) shares of Stock be available for issuance pursuant to the exercise of Incentive Stock Options (the “ISO Share Issuance Limit”). Notwithstanding the foregoing, at any such time as the offer and sale of securities pursuant to the Plan is subject to compliance with Section 260.140.45 of Title 10 of the California Code of Regulations (“Section 260.140.5”), the total number of shares of Stock issuable upon the exercise of all outstanding Options (together with options outstanding under any other stock option plan of the Company) and the total number of shares provided for under any stock bonus or similar plan of the Company shall not exceed thirty percent (30%) (or such other higher percentage limitation as may be approved by the stockholders of the Company pursuant to Section 260.140.45) of the then outstanding shares of the Company as calculated in accordance with the conditions and exclusions of Section 260.140.45.”

IN WITNESS OF THE FOREGOING, the undersigned Secretary of Kintera, Inc., a Delaware corporation (the “Corporation”), certifies that the foregoing amendment to the Kintera 2000 Stock Option Plan was duly adopted by the Board of Directors of the Company on September 26, 2003 and approved by the stockholders of the Corporation on October 30, 2003.

A MENDMENT N O . 2

TO THE

K INTERA , I NC . A MENDED AND R ESTATED 2000 S TOCK O PTION P LAN

This Amendment to the Kintera, Inc. 2000 Stock Option Plan (the “Plan”) is effective as of July 21, 2005.

Section 3.3 of the Plan is amended to add the following text as paragraph (j):

“(j) to: (i) cancel Options issued and outstanding on or prior to January 1, 2006 and that are not held by executive officers or Directors, and grant in substitution therefore new Options having a lower exercise price; and/or (ii) amend outstanding Options issued and outstanding on or prior to January 1, 2006 and that are not held by executive officers or Directors, to reduce the exercise price thereof.”

IN WITNESS OF THE FOREGOING, the undersigned Assistant Secretary of Kintera, Inc., a Delaware corporation (the “Company”), certifies that the foregoing amendment to the Kintera 2000 Stock Option Plan was duly adopted by the Compensation Committee of the Board of Directors of the Company on June 17, 2005 and approved by the stockholders of the Company on July 21, 2005.

A MENDMENT N O . 3

TO THE

K INTERA , I NC . A MENDED AND R ESTATED 2000 S TOCK O PTION P LAN

This Amendment to the Kintera, Inc. 2000 Stock Option Plan (the “Plan”) is effective as of January 14, 2008.

Section 3.3 of the Plan is amended to add the following text as paragraph (k):

to: amend outstanding Options to reduce the exercise price thereof, subject to the following conditions: (i) any such reduction in the exercise price shall take place within one year of the date of stockholder approval of this Amendment; and (ii) the exercise price of outstanding Options shall be reduced to the price that is the greater of (A) the price that is 10% higher than the trailing 30 trading day average closing price of the Stock on the effective date of such reduction in exercise price and (B) the price that is 5% higher than the closing sales price of the Stock on the effective date of such reduction in exercise price; provided , however , that in no event shall the price determined in accordance with the foregoing be less than $2.25.

IN WITNESS OF THE FOREGOING, the undersigned Secretary of Kintera, Inc., a Delaware corporation (the “Company”), certifies that the foregoing amendment to the Kintera 2000 Stock Option Plan was duly adopted by the Board of Directors of the Company on November 26, 2007 and approved by the stockholders of the Company on January 14, 2008.

KINTERA, INC.

2000 STOCK OPTION PLAN

1.1 Establishment. The Kintera, Inc. 2000 Stock Option Plan (the “Plan”) is hereby established effective as of October 16, 2000.

1.2 Purpose. The purpose of the Plan is to advance the interests of the Participating Company Group and its stockholders by providing an incentive to attract, retain and reward persons performing services for the Participating Company Group and by motivating such persons to contribute to the growth and profitability of the Participating Company Group.

1.3 Term of Plan. The Plan shall continue in effect until the earlier of its termination by the Board or the date on which all of the shares of Stock available for issuance under the Plan have been issued and all restrictions on such shares under the terms of the Plan and the agreements evidencing Options granted under the Plan have lapsed. However, all Options shall be granted, if at all, within ten (10) years from the earlier of the date the Plan is adopted by the Board or the date the Plan is duly approved by the stockholders of the Company.

2.1 Definitions. Whenever used herein, the following terms shall have their respective meanings set forth below:

(a) “Board” means the Board of Directors of the Company. If one or more Committees have been appointed by the Board to administer the Plan, “Board” also means such Committee(s).

(b) “Code” means the Internal Revenue Code of 1986, as amended, and any applicable regulations promulgated thereunder.

(c) “Committee” means the Compensation Committee or other committee of the Board duly appointed to administer the Plan and having such powers as shall be specified by the Board. Unless the powers of the Committee have been specifically limited, the Committee shall have all of the powers of the Board granted herein, including, without limitation, the power to amend or terminate the Plan at any time, subject to the terms of the Plan and any applicable limitations imposed by law.

(d) “Company” means Kintera, Inc., a Delaware corporation, or any successor corporation thereto.

(e) “Consultant” means a person engaged under a written contract with the Company that was executed by the Company’s Chief Executive Officer or Chief Financial Officer to provide consulting or advisory services (other than as an Employee or a Director) to a Participating Company, provided that the identity of such person, the nature of such services or the entity to which such services are provided would not preclude the Company from offering or selling securities to such person pursuant to the Plan in reliance on either the exemption from registration provided by Rule 701 under the Securities Act or, if the Company is required to file reports pursuant to Section 13 or 15(d) of the Exchange Act, registration on a Form S-8 Registration Statement under the Securities Act.

(f) “Director” means a member of the Board or of the board of directors of any other Participating Company.

(g) “Disability” means the inability of the Optionee, in the opinion of a qualified physician acceptable to the Company, to perform the major duties of the Optionee’s position with the Participating Company Group because of the sickness or injury of the Optionee.

(h) “Employee” means any person treated as an employee (including an Officer or a Director who is also treated as an employee) in the records of Participating Company and, with respect to any Incentive Stock Option granted to such person, who is an employee for purposes of Section 422 of the Code; provided, however, that neither service as a Director nor

payment of a director’s fee shall be sufficient to constitute employment for purposes of the Plan. The Company shall exercise its discretion as to whether an individual has become or has ceased to be an Employee and the effective date of such individual’s employment or termination of employment, as the case may be. For purposes of an individual’s rights, if any, under the Plan as of the time of the Company’s determination, all such determinations by the Company shall be final, binding and conclusive, notwithstanding that the Company or any court of law or governmental agency subsequently makes a contrary determination.

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

(j) “Fair Market Value” means, as of any date, the value of a share of Stock or other property as determined by the Board, in its discretion, or by the Company, in its discretion, if such determination is expressly allocated to the Company herein, subject to the following:

(i) If, on such date, the Stock is listed on a national or regional securities exchange or market system, the Fair Market Value of a share of Stock shall be the closing price of a share of Stock (or the mean of the closing bid and asked prices of a share of Stock if the Stock is so quoted instead) as quoted on the Nasdaq National Market, The Nasdaq SmallCap Market or such other national or regional securities exchange or market system constituting the primary market for the Stock, as reported in The Wall Street Journal or such other source as the Company deems reliable. If the relevant date does not fall on a day on which the Stock has traded on such securities exchange or market system, the date on which the Fair Market Value shall be established shall be the last day on which the Stock was so traded prior to the relevant date, or such other appropriate day as shall be determined by the Board, in its discretion.

(ii) If, on such date, the Stock is not listed on a national or regional securities exchange or market system, the Fair Market Value of a share of Stock shall be as determined by the Board in good faith without regard to any restriction other than a restriction which, by its terms, will never lapse.

(k) “Incentive Stock Option” means an Option intended to be (as set forth in the Option Agreement) and which qualifies as an incentive stock option within the meaning of Section 422(b) of the Code.

(l) “Insider” means an Officer, a Director of the Company or other person whose transactions in Stock are subject to Section 16 of the Exchange Act.

(m) “Nonstatutory Stock Option” means an Option not intended to be (as set forth in the Option Agreement) or which does not qualify as an Incentive Stock Option.

(n) “Officer” means any person designated by the Board as an officer of the Company.

(o) “Option” means a right to purchase Stock pursuant to the terms and conditions of the Plan. An Option may be either an Incentive Stock Option or a Nonstatutory Stock Option.

(p) “Option Agreement” means a written agreement between the Company and an Optionee setting forth the terms, conditions and restriction of the Option granted to the Optionee and any shares acquired upon the exercise thereof. An Option Agreement may consist of a form of “Notice of Grant of Stock Option” and a form of “Stock Option Agreement” incorporated therein by reference, or such other form or forms as the Board may approve from time to time.

(q) “Optionee” means a person who has been granted one or more Options.

(r) “Parent Corporation” means any present or future “parent corporation” of the Company, as defined in Section 424(e) of the Code.

(s) “Participating Company” means the Company or any Parent Corporation or Subsidiary Corporation.

(t) “Participating Company Group” means, at any point in time, all corporations collectively which are then Participating Companies.

(u) “Rule 16b-3” means Rule 16b-3 under the Exchange Act, as amended from time to time, or any successor rule or regulation.

(v) “Securities Act” means the Securities Act of 1933, as amended.

(w) “Service” means an Optionee’s employment or service with the Participating Company Group, whether in the capacity of an Employee, a Director or a Consultant. An Optionee’s Service shall not be deemed to have terminated merely because of a change in the capacity in which the Optionee renders Service to the Participating Company Group or a change in the Participating Company for which the Optionee renders such Service, provided that there is no interruption or termination of the Optionee’s Service. Furthermore, an Optionee’s Service with the Participating Company Group shall not be deemed to have terminated if the Optionee takes any military leave, sick leave, or other bona fide leave of absence approved in advance in writing by the Company; provided, however, that if any such leave exceeds ninety (90) days, on the ninety-first (91st) day of such leave the Optionee’s Service shall be deemed to have terminated unless the Optionee’s right to return to Service with the Participating Company Group is guaranteed by statute or contract. Notwithstanding the foregoing, unless otherwise designated by the Company or required by law, a leave of absence shall not be treated as Service for purposes of determining vesting under the Optionee’s Option Agreement. The Optionee’s Service shall be deemed to have terminated either upon an actual termination of Service or upon the corporation for which the Optionee performs Service ceasing to be a Participating Company. Subject to the foregoing, the Company, in its discretion, shall determine whether the Optionee’s Service has terminated and the effective date of such termination.

(x) “Stock” means the common stock of the Company, as adjusted from time to time in accordance with Section 4.2.

(y) “Subsidiary Corporation” means any present or future “subsidiary corporation” of the Company, as defined in Section 424(f) of the Code.

(z) “Ten Percent Owner Optionee” means an Optionee who, at the time an Option is granted to the Optionee, owns stock possessing more than ten percent (10%) of the total combined voting power of all classes of stock of a Participating Company within the meaning of Section 422(b)(6) of the Code.

2.2 Construction. Captions and titles contained herein are for convenience only and shall not affect the meaning or interpretation of any provision of the Plan. Except when otherwise indicated by the context, the singular shall include the plural and the plural shall include the singular. Use of the term “or” is not intended to be exclusive, unless the context clearly requires otherwise.

3.1 Administration by the Board. The Plan shall be administered by the Board. All questions of interpretation of the Plan or of any Option shall be determined by the Board, and such determinations shall be final and binding upon all persons having an interest in the Plan or such Option.

3.2 Authority of Officers. Any Officer shall have the authority to act on behalf of the Company with respect to any matter, right, obligation, determination or election which is the responsibility of or which is allocated to the Company herein, provided the Officer has apparent authority with respect to such matter, right, obligation, determination or election.

3.3 Powers of the Board. In addition to any other powers set forth in the Plan and subject to the provisions of the Plan, the Board shall have the full and final power and authority, in its discretion:

(a) to determine the persons to whom, and the time or times at which, Options shall be granted and the number of shares of Stock to be subject to each Option;

(b) to designate Options as Incentive Stock Options or Nonstatutory Stock Options;

(c) to determine the Fair Market Value of shares of Stock or other property;

(d) to determine the terms, conditions and restrictions applicable to each Option (which need not be identical) and any shares acquired upon the exercise thereof, including, without limitation, (i) the exercise price of the Option, (ii) the method of payment for shares purchased upon the exercise of the Option, (iii) the method for satisfaction of any tax withholding obligation arising in connection with the Option or such shares, including by the withholding obligation arising in connection with the Option or such shares, including by the withholding or delivery of shares of stock, (iv) the timing, terms and conditions of the exercisability of the Option or the vesting of any shares acquired upon the exercise thereof, (v) the time of the expiration of the Option, (vi) the effect of the Optionee’s termination of Service with the Participating Company Group on any of the foregoing, and (vii) all other terms, conditions and restrictions applicable to the Option or such shares not inconsistent with the terms of the Plan;

(e) to approve one or more forms of Option Agreement;

(f) to amend, modify, extend, cancel or renew any Option or to waive any restrictions or conditions applicable to any Option or any shares acquired upon the exercise thereof;

(g) to accelerate, continue, extend or defer the exercisability of any Option or the vesting of any shares acquired upon the exercise thereof, including with respect to the period following an Optionee’s termination of Service with the Participating Company Group;

(h) to prescribe, amend or rescind rules, guidelines and policies relating to the Plan, or to adopt supplements to, or alternative versions of, the Plan, including, without limitation, as the Board deems necessary or desirable to comply with the laws of, or to accommodate the tax policy or custom of, foreign jurisdictions whose citizens may be granted Options; and

(i) to correct any defect, supply any omission or reconcile any inconsistency in the Plan or any Option Agreement and to make all other determinations and take such other actions with respect to the Plan or any Option as the Board may deem advisable to the extent not inconsistent with the provisions of the Plan or applicable law.

3.4 Administration with Respect to Insiders. With respect to participation by Insiders in the Plan, at any time that any class of equity security of the Company is registered pursuant to Section 12 of the Exchange Act, the Plan shall be administered in compliance with the requirements, if any, of Rule 16b-3.

3.5 Indemnification. In addition to such other rights of indemnification as they may have as members of the Board or officers or employees of the Participating Company Group, members of the Board and any officers or employees of the Participating Company Group to whom authority to act for the Board or the Company is delegated shall be indemnified by the Company against all reasonable expenses, including attorneys’ fees, actually and necessarily incurred in connection with the defense of any action, suit or proceeding, or in connection with any appeal therein, to which they or any of them may be a party by reason of any action taken or failure to act under or in connection with the Plan, or any right granted hereunder, and against all amounts paid by them in settlement thereof (provided such settlement is approved by independent legal counsel selected by the Company) or paid by them in satisfaction of a judgment in any such action, suit or proceeding, except in relation to matter as to which it shall be adjudged in such action, suit or proceeding that such person is liable for gross negligence, bad faith or intentional misconduct in duties; provided, however, that within sixty (60) days after the institution of such action, suit or proceeding, such person shall offer to the Company, in writing, the opportunity at its own expense to handle and defend the same.

4.1 Maximum Number of Shares Issuable. Subject to adjustment as provided in Section 4.2, the maximum aggregate number of shares of Stock that may be issued under the Plan shall be One Million Six Hundred Twenty-Eight Thousand (1,628,000) and shall consist of authorized but unissued or reacquired shares of Stock or any combination thereof. If an outstanding Option for any reason expires or is terminated or canceled or if shares of Stock are acquired upon the exercise of an Option subject to a Company repurchase option and are repurchased by the Company at the Optionee’s exercise price, the shares of Stock allocable to the unexercised portion of such Option or such repurchased shares of Stock shall again be available for issuance under the Plan. However, except as adjusted pursuant to Section 4.2, in no event shall more than One Million Six Hundred Twenty-Eight Thousand (1,628,000) shares of Stock be available for issuance pursuant to the exercise of Incentive Stock Options (the “ISO Share Issuance Limit”). Notwithstanding the foregoing, at any such time as the offer and sale of securities pursuant to the Plan is subject to compliance with Section 260.140.45 of Title 10 of the California Code of Regulations (“Section 260.140.45”), the total number of shares of Stock issuable upon the exercise of all outstanding Options (together with options outstanding under any other stock option plan of the Company) and the total number of shares provided for under any stock bonus or similar plan of the Company shall not exceed thirty percent (30%) (or such other higher percentage limitation as may be approved by the stockholders of the Company pursuant to Section 260.140.45) of the then outstanding shares of the Company as calculated in accordance with the conditions and exclusions of Section 260.140.45.

4.2 Adjustments for Changes in Capital Structure. In the event of any stock dividend, stock split, reverse stock split, recapitalization, combination, reclassification or similar change in the capital structure of the Company, appropriate adjustments shall be made in the number and class of shares subject to the Plan and to any outstanding Options, in the ISO Share Issuance Limit set forth in Section 4.1, and in the exercise price per share of any outstanding Options. If a majority of the shares which are of the same class as the shares that are subject to outstanding Options are exchanged for, converted into, or otherwise become (whether or not pursuant to an Ownership Change Event, as defined in Section 8.1) shares of another corporation (the “New Shares”), the Board may unilaterally amend the outstanding Options to provide that such Options are exercisable for New Shares. In the event of any such amendment, the number of shares subject to, and the exercise price per share of, the outstanding Options shall be adjusted in a fair and equitable manner as determined by the Board, in its discretion. Notwithstanding the foregoing, any fractional share resulting from an adjustment pursuant to this Section 4.2 shall be rounded down to the nearest whole number, and in no event may the exercise price of any Option be decreased to an amount less than the par value, if any, of the stock subject to the Option. The adjustments determined by the Board pursuant to this Section 4.2 shall be final, binding and conclusive.

5.1 Persons Eligible for Options. Options may be granted only to Employees, Consultants, and Directors. For purposes of the foregoing sentence, “Employees,” “Consultants” and “Directors” shall include prospective Employees, prospective Consultants and prospective Directors to whom Options are granted in connection with written offers of an employment or other service relationship with the Participating Company Group. Eligible persons may be granted more than one (1) Option. However, eligibility in accordance with this Section shall not entitle any person to be granted an Option, or, having been granted an Option, to be granted an additional Option.

5.2 Option Grant Restrictions. Any person who is not an Employee on the effective date of the grant of an Option to such person may be granted only a Nonstatutory Stock Option. An Incentive Stock Option granted to a prospective Employee upon the condition that such person become an Employee shall be deemed granted effective on the date such person commences Service with a Participating Company, with an exercise price determined as of such date in accordance with Section 6.1.

5.3 Fair Market Value Limitation. To the extent that options designated as Incentive Stock Options (granted under all stock option plans of the Participating Company Group, including the Plan) become exercisable by an Optionee for the first time during any calendar year for stock having a Fair Market Value greater than One Hundred Thousand Dollars ($100,000), the portions of such options which exceed such amount shall be treated as Nonstatutory Stock Options. For purposes of this Section 5.3, options designated as Incentive Stock Options shall be taken into account in the order in which they were

granted, and the Fair Market Value of stock shall be determined as of the time the option with respect to such stock is granted. If the Code in amended to provide for a different limitation from that set forth in this Section 5.3, such different limitation shall be deemed incorporated herein effective as of the date and with respect to such Options as required or permitted by such amendment to the Code. If an Option is treated as an Incentive Stock Option in part and as a Nonstatutory Stock Option in part by reason of the limitation set forth in this Section 5.3, the Optionee may designate which portion of such Option the Optionee is exercising. In the absence of such designation, the Optionee shall be deemed to have exercised the Incentive Stock Option portion of the Option first. Separate certificates representing each such portion shall be issued upon the exercise of the Option.

Options shall be evidenced by Option Agreements specifying the number of shares of Stock covered thereby, in such form as the Board shall from time to time establish. No Option or purported Option shall be a valid and binding obligation of the Company unless evidenced by a fully executed Option Agreement. Option Agreements may incorporate all or any of the terms of the Plan by reference and shall comply with and be subject to the following terms and conditions:

6.1 Exercise Price. The exercise price for each Option shall be established in the discretion of the Board; provided, however, that (a) the exercise price per share for an Incentive Stock Option shall be not less than the Fair Market Value of a share of Stock on the effective date of grant of the Option, (b) the exercise price per share for a Nonstatutory Stock Option shall be not less than eighty-five percent (85%) of the Fair Market Value of a share of Stock on the effective date of grant of the Option, and (c) no Option granted to a Ten Percent Owner Optionee shall have an exercise price per share less than one hundred ten percent (110%) of the Fair Market Value of a share of Stock on the effective date of grant of the Option. Notwithstanding the foregoing, an Option (whether an Incentive Stock Option or a Nonstatutory Stock Option) may be granted with an exercise price lower than the minimum exercise price set forth above if such Option is granted pursuant to an assumption or substitution for another option in a manner qualifying under the provisions of Section 424(a) of the Code.

6.2 Exercisability and Term of Options. Options shall be exercisable at such time or times, or upon such event or events, and subject to such terms, conditions, performance criteria and restrictions as shall be determined by the Board and set forth in the Option Agreement evidencing such Option; provided, however, that (a) no Option shall be exercisable after the expiration of ten (10) years after the effective date of grant of such Option, (b) no Incentive Stock Option granted to a Ten Percent Owner Optionee shall be exercisable after the expiration of five (5) years after the effective date of grant of such Option, (c) no Option granted to a prospective Employee, prospective Consultant or prospective Director may become exercisable prior to the date on which such person commences Service with a Participating Company, and (d) with the exception of an Option granted to an Officer, a Director or a Consultant, no Option shall become exercisable at a rate less than twenty percent (20%) per year over a period of five (5) years from the effective date of grant of such Option, subject to the Optionee’s continued Service. Subject to the foregoing, unless otherwise specified by the Board in the grant of an Option, any Option granted hereunder shall terminate ten (10) years after the effective date of grant of the Option, unless earlier terminated in accordance with its provisions.

6.3 Payment of Exercise Price.

(a) Forms of consideration Authorized. Except as otherwise provided below, payment of the exercise price for the number of shares of Stock being purchased pursuant to any Option shall be made (i) in cash, by check or cash equivalent, (ii) by tender to the Company, or attestation to the ownership, of shares of Stock owned by the Optionee having a Fair Market Value not less than the exercise price, (iii) by delivery of a properly executed notice together with irrevocable instructions to a broker providing for the assignment to the Company of the proceeds of a sale or loan with respect to some or all of the shares being acquired upon the exercise of the Option (including, without limitation, through an exercise complying with the provisions of Regulation T as promulgated from time to time by the Board of Governors of the Federal Reserve System) (a “Cashless Exercise”), (iv) provided that the Optionee is an Employee (unless otherwise not prohibited by law, including, without limitation, any regulation promulgated by the Board of Governors of the Federal Reserve System) and in the Company’s sole discretion

at the time the Option is exercised, by delivery of the Optionee’s promissory note in a form approved by the Company for the aggregate exercise price, provided that, if the Company is incorporated in the State of Delaware, the Optionee shall pay in cash that portion of the aggregate exercise price not less than the par value of the shares being acquired, (v) by such other consideration as may be approved by the Board from time to time to the extent permitted by applicable law, or (vi) by any combination thereof. The Board may at any time or from time to time, by approval of or by amendment to the standard forms of Option Agreement described in Section 7, or by other means, grant Options which do not permit all of the foregoing forms of consideration to be used in payment of the exercise price or which otherwise restrict one or more forms of consideration.

(b) Limitations on Forms of Consideration.

(i) Tender of Stock. Notwithstanding the foregoing, an Option may not be exercised by tender to the Company, or attestation to the ownership, of shares of Stock to the extent such tender or attestation would constitute a violation of the provisions of any law, regulation or agreement restricting the redemption of the Company’s stock. Unless otherwise provided by the Board, an Option may not be exercised by tender to the Company, or attestation to the ownership, of shares of Stock unless such shares either have been owned by the Optionee for more than six (6) months (and not used for another Option exercise by attestation during such period) or were not acquired, directly or indirectly, from the Company.

(ii) Cashless Exercise. The Company reserves, at any and all times, the right, in the Company’s sole and absolute discretion, to establish, decline to approve or terminate any program or procedures for the exercise of Options by means of a Cashless Exercise.

(iii) Payment by Promissory Note. No promissory note shall be permitted if the exercise of an Option using a promissory note would be a violation of any law. Any permitted promissory note shall be on such terms as the Board shall determine. The Board shall have the authority to permit or require the Optionee to secure any promissory note used to exercise an Option with the shares of Stock acquired upon the exercise of the Option or with other collateral acceptable to the Company. Unless otherwise provided by the Board, if the Company at any time is subject to the regulations promulgated by the Board of Governors of the Federal Reserve System or any other governmental entity affecting the extension of credit in connection with the Company’s securities, any promissory note shall comply with such applicable regulations, and the Optionee shall pay the unpaid principal and accrued interest, if any, to the extent necessary to comply with such applicable regulations.

6.4 Tax Withholding. The Company shall have the right, but not the obligation, to deduct from the shares of Stock issuable upon the exercise of an Option, or to accept from the Optionee the tender of, a number of whole shares of Stock having a Fair Market Value, as determined by the Company, equal to all or any part of the federal, state, local and foreign taxes, if any, required by law to be withheld by the Participating Company Group with respect to such Option or the shares acquired upon the exercise thereof. Alternatively or in addition, in its discretion, the Company shall have the right to require the Optionee, through payroll withholding, cash payment or otherwise, including by means of a Cashless Exercise, to make adequate provision for any such tax withholding obligations of the Participating Company Group arising in connection with the Option or the shares acquired upon the exercise thereof. The Fair Market Value of any shares of Stock withheld or tendered to satisfy any such tax withholding obligations shall not exceed the amount determined by the applicable minimum statutory withholding rates. The Company shall have no obligation to deliver shares of Stock or to release shares of Stock from an escrow established pursuant to the Option Agreement until the Participating Company Group’s tax withholding obligations have been satisfied by the Optionee.

6.5 Repurchase Rights. Shares issued under the Plan may be subject to a right of first refusal, one or more repurchase options, or other conditions and restrictions as determined by the Board in its discretion at the time the Option is granted. The Company shall have the right to assign at any time any

right of first refusal or repurchase right it may have, whether or not such right is then exercisable, to one or more persons as may be selected by the Company. Upon request by the Company, each Optionee shall execute any agreement evidencing such transfer restrictions prior to the receipt of shares of Stock hereunder and shall promptly present to the Company any and all certificates representing shares of Stock acquired hereunder for the placement on such certificates of appropriate legends evidencing any such transfer restrictions.

6.6 Effect of Termination of Service.

(a) Option Exercisability. Subject to earlier termination of the Option as otherwise provided herein and unless otherwise provided by the Board in the grant of an Option and set forth in the Option Agreement, an Option shall be exercisable after an Optionee’s termination of Service only during the applicable time period determined in accordance with this Section 6.6 and thereafter shall terminate:

(i) Disability. If the Optionee’s Service terminates because of the Disability of the Optionee, the Option, to the extent unexercised and exercisable on the date on which the Optionee’s Service terminated, may be exercised by the Optionee (or the Optionee’s guardian or legal representative) at any time prior to the expiration of twelve (12) months (or such longer period of time as determined by the Board, in its discretion) after the date on which the Optionee’s Service terminated, but in any event no later than the date of expiration of the Option’s term as set forth in the Option Agreement evidencing such Option (the “Option Expiration Date”).

(ii) Death. If the Optionee’s Service terminates because of the death of the Optionee, the Option, to the extent unexercised and exercisable on the date on which the Optionee’s Service terminated, may be exercised by the Optionee’s legal representative or other person who acquired the right to exercise the Option by reason of the Optionee’s death at any time prior to the expiration of twelve (12) months (or such longer period of time as determined by the Board, in its discretion) after the date on which the Optionee’s Service terminated, but in any event no later than the Option Expiration Date. The Optionee’s Service shall be deemed to have terminated on account of death if the Optionee dies within three (3) months (or such longer period of time as determined by the Board, in its discretion) after the Optionee’s termination of Service.

(iii) Termination After Change in Control. The Board may, in its discretion, provide in any Option Agreement that if the Optionee’s Service ceases as a result of “Termination After Change in Control” (as defined in such Option Agreement) within two years of the consummation of the Change in Control (as defined below in Section 8.1(b)), then (1) the Option, to the extent unexercised on the date on which the Optionee’s Service terminated, may be exercised by the Optionee (or the Optionee’s guardian or legal representative) at any time prior to the expiration of six (6) months (or such longer period of time as determined by the Board, in its discretion) after the date on which the Optionee’s Service terminated, but in any event no later than the Option Expiration Date, and (2) the Unvested Shares shall fully and automatically vest and the Unvested Share Repurchase Option shall terminate upon such event. Notwithstanding the foregoing, if the Company and the other party to the transaction constituting a Change in Control agree to treat such transaction as a “pooling-of-interests” for accounting purposes and it is determined that the provisions or operation of this Section 6.6(a)(iii) would preclude treatment of such transaction as a “pooling-of-interests” and provided further that in the absence of the preceding sentence such transaction would be treated as a “pooling-of-interests,” then this Section 6.6(a)(iii) shall be without force or effect, and the vesting and exercisability of the Option shall be determined under any other applicable provision of the Plan or the Option Agreement evidencing such Option.

(iv) Other Termination of Service. If the Optionee’s Service terminates for any reason, except Disability or death, the Option, to the extent unexercised and exercisable by the Optionee on the date on which the Optionee’s Service terminated, may be exercised by the Optionee at any time prior to the expiration of three (3) months (or such longer period of time as determined by the Board, in its discretion) after the date on which the Optionee’s Service terminated, but in any event no later than the Option Expiration Date.

(b) Extension if Exercise Prevented by Law. Notwithstanding the foregoing, if the exercise of an Option within the applicable time periods set forth in Section 6.6(a) is prevented by the provisions of Section 10 below, the Option shall remain exercisable until three (3) months (or such longer period of time as determined by the Board, in its discretion) after the date the Optionee is notified by the Company that the Option is exercisable, but in any event no later than the Option Expiration Date.

(c) Extension if Optionee Subject to Section 16(b). Notwithstanding the foregoing, if a sale within the applicable time periods set forth in Section 6.6(a) of shares acquired upon the exercise of the Option would subject the Optionee to suit under Section 16(b) of the Exchange Act, the Option shall remain exercisable until the earliest to occur of (i) the tenth (10th) day following the date on which a sale of such shares by the Optionee would no longer be subject to such suit, (ii) the one hundred and ninetieth (190th) day after the Optionee’s termination of Service, or (iii) the Option Expiration Date.

6.7 Transferability of Options. During the lifetime of the Optionee, an Option shall be exercisable only by the Optionee or the Optionee’s guardian or legal representative. No Option shall be assignable or transferable by the Optionee, except by will or by the laws of descent and distribution. Notwithstanding the foregoing, to the extent permitted by the Board, in its discretion, and set forth in the Option Agreement evidencing such Option, a Nonstatutory Stock Option shall be assignable or transferable subject to the applicable limitations, if any, described in Section 260.140.41 of Title 10 of the California Code of Regulations, Rule 701 under the Securities Act, and the General Instructions to Form S-8 Registration Statement under the Securities Act.

7.1 Option Agreement. Unless otherwise provided by the Board at the time the Option is granted, an Option shall comply with and be subject to the terms and conditions set forth in the form of Option Agreement approved by the Board concurrently with its adoption of the Plan and as amended from time to time.

7.2 Authority to Vary Terms. The Board shall have the authority from time to time to vary the terms of any standard form of Option Agreement described in this Section 7 either in connection with the grant or amendment of an individual Option or in connection with the authorization of a new standard form or forms; provided, however, that the terms and conditions of any such new, revised or amended standard form or forms of Option Agreement are not inconsistent with the terms of the Plan.

8.1 Definitions.

(a) An “Ownership Change Event” shall be deemed to have occurred if any of the following occurs with respect to the Company: (i) the direct or indirect sale or exchange in a single or series of related transactions by the stockholders of the Company of more than fifty percent (50%) of the voting stock of the Company; (ii) a merger or consolidation in which the Company is a party; (iii) the sale, exchange, or transfer of all or substantially all of the assets of the Company; or (iv) a liquidation or dissolution of the Company.

(b) A “Change in Control” shall mean an Ownership Change Event or a series of related Ownership Change Events (collectively, a “Transaction”) wherein the stockholders of the Company immediately before the Transaction do not retain immediately after the Transaction, in substantially the same proportions as their ownership of shares of the Company’s voting stock immediately before the Transaction, direct or indirect beneficial ownership of more than fifty percent (50%) of the total combined voting power of the outstanding voting securities of the Company or, in the case of a Transaction described in Section 8.1(a)(iii),

the corporation or other business entity to which the assets of the Company were transferred (the “Transferee”), as the case may be. For purposes of the preceding sentence, indirect beneficial ownership shall include, without limitation, an interest resulting from ownership of the voting securities of one or more corporations or other business entities which own the Company or the Transferee, as the case may be, either directly or through one or more subsidiary corporations or other business entities. The Board shall have the right to determine whether multiple sales or exchanges of the voting securities of the Company or multiple Ownership Change Events are related, and its determination shall be final, binding and conclusive.

8.2 Effect of Change in Control on Options. In the event of a Change in Control, the surviving, continuing, successor, or purchasing corporation or other business entity or parent thereof, as the case may be (the “Acquiring Corporation”), may, without the consent of any Optionee, either assume the Company’s rights and obligations under outstanding Options or substitute for outstanding Options substantially equivalent options for the Acquiring Corporation’s stock. In the event that the Acquiring Corporation elects to assume the outstanding Options, and the Change of Control is consummated, then the vesting of the Unvested Shares shall be accelerated by one year as set forth in the Option Agreement. In the event the Acquiring Corporation elects not to assume or substitute for outstanding Options in connection with a Change in Control, the vesting of each such outstanding Option and any shares acquired upon the exercise thereof held by Optionees whose Service has not terminated prior to such date shall be accelerated, effective as of the date ten (10) days prior to the date of the Change in Control, to such extent, if any, as shall have been determined by the Board, in its discretion, and set forth in the Option Agreement evidencing such Option. The vesting of any Option thereof that was permissible solely by reason of this Section 8.2 and the provisions of such Option Agreement shall be conditioned upon the consummation of the Change in Control. Any Options which are neither assumed or substituted for by the Acquiring Corporation in connection with the Change in Control nor exercised as of the date of the Change in Control shall terminate and cease to be outstanding effective as of the date of the Change in Control. Notwithstanding the foregoing, shares acquired upon exercise of an Option prior to the Change in Control and any consideration received pursuant to the Change in Control with respect to such shares shall continue to be subject to all applicable provisions of the Option Agreement evidencing such Option except as otherwise provided in such Option Agreement. Furthermore, notwithstanding the foregoing, if the corporation the stock of which is subject to the outstanding Options immediately prior to an Ownership Change Event described in Section 8.1(a)(i) constituting a Change in Control is the surviving or continuing corporation and immediately after such Ownership Change Event less than fifty percent (50%) of the total combined voting power of its voting stock is held by another corporation or by other corporations that are members of an affiliated group within the meaning of Section 1504(a) of the Code without regard to the provisions of Section 1504(b) of the Code, the outstanding Options shall not terminate unless the Board otherwise provides in its discretion.

At least annually, copies of the Company’s balance sheet and income statement for the just completed fiscal year shall be made available to each Optionee and purchaser of shares of Stock upon the exercise of an Option. The Company shall not be required to provide such information to key employees whose duties in connection with the Company assure them access to equivalent information. Furthermore, the Company shall deliver to each Optionee such disclosures as are required in accordance with Rule 701 under the Securities Act.

The grant of Options and the issuance of shares of Stock upon exercise of Options shall be subject to compliance with all applicable requirements of federal, state and foreign law with respect to such securities. Options may not be exercised if the issuance of shares of Stock upon exercise would constitute a violation of any applicable federal, state or foreign securities laws or other law or regulations or the requirements of any stock exchange or market system upon which the Stock may then be listed. In addition, no Option may be exercised unless (a) a registration statement under the Securities Act shall at the time of exercise of the Option be in effect with respect to the shares issuable upon exercise of the Option or (b) in the opinion of legal counsel of the Company, the shares issuable upon exercise of the Option may be issued in accordance with the terms of an applicable exemption from the registration requirements of the Securities Act. The inability of the Company to obtain from any regulatory body having jurisdiction the authority, if any, deemed by the Company’s legal counsel to be necessary to the lawful issuance and sale of any shares hereunder shall relieve the Company of any liability in respect of the failure to issue

or sell such shares as to which such requisite authority shall not have been obtained. As a condition to the exercise of any Option, the Company may require the Optionee to satisfy any qualifications that may be necessary or appropriate, to evidence compliance with any applicable law or regulation and to make any representation or warranty with respect thereto as may be requested by the Company.

The Board may terminate or amend the Plan at any time. However, subject to changes in applicable law, regulations or rules that would permit otherwise, without the approval of the Company’s stockholders, there shall be (a) no increase in the maximum aggregate number of shares of Stock that may be issued under the Plan (except by operation of the provisions of Section 4.2), (b) no change in the class of persons eligible to receive Incentive Stock Options, and (c) no other amendment of the Plan that would require approval of the Company’s stockholders under any applicable law, regulation or rule. No termination or amendment of the Plan shall affect any then outstanding Option unless expressly provided by the Board. In any event, no termination or amendment of the Plan may adversely affect any then outstanding Option without the consent of the Optionee, unless such termination or amendment is required to enable an Option designated as an Incentive Stock Option to qualify as an Incentive Stock Option or is necessary to comply with any applicable law, regulation or rule.

The Plan or any increase in the maximum aggregate number of shares of Stock issuable thereunder as provided in Section 4.1 (the “Authorized Shares”) shall be approved by the stockholders of the Company within twelve (12) months of the date of adoption thereof by the Board. Option granted prior to stockholder approval of the Plan or in excess of the Authorized Shares previously approved by the stockholders shall become exercisable no earlier than the date of stockholder approval of the Plan or such increase in the Authorized Shares, as the case may be.

IN WITNESS WHEREOF, the undersigned Secretary of the Company certifies that the foregoing sets forth the Kintera, Inc. 2000 Stock Option Plan as duly adopted by the Board on October 16, 2000.

Exhibit 10.3

A MENDMENT N O . 1

TO THE

K INTERA , I NC . A MENDED AND R ESTATED 2003 E QUITY I NCENTIVE P LAN

This Amendment to the Kintera, Inc. Amended and Restated 2003 Equity Incentive Plan (the “Plan”) is effective as of July 20, 2006.

The first sentence of Section 4.1 of the Plan is amended to state:

Subject to adjustment as provided in Section 4.2, the maximum aggregate number of shares of Stock that may be issued under the Plan shall be Nine Million Five Hundred Fifty Thousand (9,550,000), reduced at any time by the number of shares subject to the Prior Plan Options.

IN WITNESS OF THE FOREGOING, the undersigned Secretary of Kintera, Inc., a Delaware corporation (the “Company”), certifies that the foregoing amendment to the Kintera 2003 Amended and Restated Equity Incentive Plan was duly adopted by the Compensation Committee of the Board of Directors of the Company on June 19, 2006 and approved by the stockholders of the Company on July 20, 2006.

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A MENDMENT N O . 2

TO THE

K INTERA , I NC . A MENDED AND R ESTATED 2003 E QUITY I NCENTIVE P LAN

This Amendment to the Kintera, Inc. Amended and Restated 2003 Equity Incentive Plan (the “Plan”) is effective as of July 19, 2007.

Section 7.1(b) of the Plan is amended to state:

(b) Annual Option . Each Outside Director shall be granted on the first business day of the month following the date of each annual meeting of the stockholders of the Company which occurs on or after the Effective Date (an “ Annual Meeting ”) immediately following which such person remains an Outside Director an Option to purchase Twenty-Five Thousand (25,000) shares of Stock (an “ Annual Option ”); provided, however, that an Outside Director granted an Initial Option on, or within a period of six (6) months prior to, the date of an Annual Meeting shall not be granted an Annual Option pursuant to this Section with respect to the same Annual Meeting.

Section 7.2(a) of the Plan is amended to state:

(a) Initial Options . Except as otherwise provided in the Plan or in the Award Agreement evidencing such Outside Director Option, 25% of the shares of Stock subject to each Initial Option shall vest and become exercisable twelve months after the date of grant, and 1/48 of the shares of Stock subject to the Initial Option shall vest on each monthly anniversary of the date of grant thereafter, provided that the Outside Director’s Service has not terminated prior to the relevant date.

Section 7.2(b) of the Plan is amended to state:

(b) Annual Options . Except as otherwise provided in the Plan or in the Award Agreement evidencing such Outside Director Option, 25% of the shares of Stock subject to each Annual Option shall vest and become exercisable twelve months after the date of grant, and 1/48 of the shares of Stock subject to the Annual Option shall vest on each monthly anniversary of the date of grant thereafter, provided that the Outside Director’s Service has not terminated prior to the relevant date.

IN WITNESS OF THE FOREGOING, the undersigned Secretary of Kintera, Inc., a Delaware corporation (the “Company”), certifies that the foregoing amendment to the Kintera 2003 Amended and Restated Equity Incentive Plan was duly adopted by the Compensation Committee of the Board of Directors of the Company on July 19, 2007.

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A MENDMENT N O . 3

TO THE

K INTERA , I NC . A MENDED AND R ESTATED 2003 E QUITY I NCENTIVE P LAN

This Amendment to the Kintera, Inc. Amended and Restated 2003 Equity Incentive Plan (the “Plan”) is effective as of January 14, 2008.

Notwithstanding the foregoing, the Committee shall have the authority, without further action of the stockholders of the Company, to amend outstanding Options and/or SARs to reduce the exercise price thereof, subject to the following conditions: (i) any such reduction in the exercise price shall take place within one year of the date of stockholder approval of this Amendment; and (ii) the exercise price of outstanding Options and/or SARs shall be reduced to the price that is the greater of (A) the price that is 10% higher than the trailing 30 trading day average closing price of the Stock on the effective date of such reduction in exercise price and (B) the price that is 5% higher than the closing sales price of the Stock on the effective date of such reduction in exercise price; provided , however , that in no event shall the price determined in accordance with the foregoing be less than $2.25. There would be no adjustment to the vesting or other terms of the repriced options.

Subject to adjustment as provided in Section 4.2, the maximum aggregate number of shares of Stock that may be issued under the Plan shall be Ten Million Five Hundred Fifty Thousand (10,550,000), reduced at any time by the number of shares subject to the Prior Plan Options.

IN WITNESS OF THE FOREGOING, the undersigned Secretary of Kintera, Inc., a Delaware corporation (the “Company”), certifies that the foregoing amendments to the Kintera 2003 Amended and Restated Equity Incentive Plan were duly adopted by the Board of Directors of the Company on November 26, 2007 and Compensation Committee of the Board of Directors on October 31, 2007, respectively, and approved by the stockholders of the Company on January 14, 2008.

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KINTERA, INC.

2003 EQUITY INCENTIVE PLAN

(Amended and Restated effective July 21, 2005)

1.1 Establishment . Kintera, Inc., a Delaware corporation, hereby establishes the Kintera, Inc. 2003 Equity Incentive Plan (the “ Plan ”) effective as of the effective date of the initial registration by the Company of its Stock under Section 12 of the Securities Exchange Act of 1934, as amended (the “ Effective Date ”). The Board, effective as of April 27, 2004, amended the Plan to increase the authorized number of shares available for issuance under the Plan by Two Million One Hundred Thousand (2,100,000) shares. The Committee, effective as of February 10, 2005, amended the Plan to increase the authorized number of shares available for issuance under the Plan by another One Million (1,000,000), and effective as of June 17, 2005, amended the Plan to increase the authorized number of shares available for issuance under the Plan by another Two Million (2,000,000) shares. On July 21, 2005, the stockholders of the Company ratified an amendment to Section 3.6 of the Plan approved by the Committee on June 17, 2005, to permit the Committee to effect a repricing of outstanding stock options under the Plan in certain limited circumstances.

1.2 Purpose . The purpose of the Plan is to advance the interests of the Participating Company Group and its stockholders by providing an incentive to attract, retain and reward persons performing services for the Participating Company Group and by motivating such persons to contribute to the growth and profitability of the Participating Company Group. The Plan seeks to achieve this purpose by providing for Awards in the form of Options, Stock Appreciation Rights, Stock Purchase Rights, Stock Bonuses, Stock Units, Performance Shares and Performance Units.

1.3 Term of Plan . The Plan shall continue in effect until the earlier of its termination by the Board or the date on which all of the shares of Stock available for issuance under the Plan have been issued and all restrictions on such shares under the terms of the Plan and the agreements evidencing Awards granted under the Plan have lapsed. However, all Incentive Stock Options shall be granted, if at all, within ten (10) years from the earlier of the date the Plan is adopted by the Board or the date the Plan is duly approved by the stockholders of the Company.

2.1 Definitions . Whenever used herein, the following terms shall have their respective meanings set forth below:

(a) “ Affiliate ” means (i) an entity, other than a Parent Corporation, that directly, or indirectly through one or more intermediary entities, controls the Company or (ii) an entity, other than a Subsidiary Corporation, that is controlled by the Company directly, or indirectly through one or more intermediary entities. For this purpose, the term “control” (including the term “controlled by”) means the possession, direct or indirect, of the power to

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direct or cause the direction of the management and policies of the relevant entity, whether through the ownership of voting securities, by contract or otherwise; or shall have such other meaning assigned such term for the purposes of registration on Form S-8 under the Securities Act.

(b) “ Award ” means any Option, SAR, Stock Purchase Right, Stock Bonus, Stock Unit, Performance Share or Performance Unit granted under the Plan.

(c) “ Award Agreement ” means a written agreement between the Company and a Participant setting forth the terms, conditions and restrictions of the Award granted to the Participant. An Award Agreement may be an “Option Agreement,” an “SAR Agreement,” a “Stock Purchase Agreement,” a “Stock Bonus Agreement,” a “Stock Unit Agreement,” a “Performance Share Agreement” or a “Performance Unit Agreement.”

(d) “ Board ” means the Board of Directors of the Company.

(e) “ Code ” means the Internal Revenue Code of 1986, as amended, and any applicable regulations promulgated thereunder.

(f) “ Committee ” means the Compensation Committee or other committee of the Board duly appointed to administer the Plan and having such powers as shall be specified by the Board. If no committee of the Board has been appointed to administer the Plan, the Board shall exercise all of the powers of the Committee granted herein, and, in any event, the Board may in its discretion exercise any or all of such powers.

(g) “ Company ” means Kintera, Inc., a Delaware corporation, or any successor corporation thereto.

(h) “ Consultant ” means a person engaged to provide consulting or advisory services (other than as an Employee or a member of the Board) to a Participating Company, provided that the identity of such person, the nature of such services or the entity to which such services are provided would not preclude the Company from offering or selling securities to such person pursuant to the Plan in reliance on registration on a Form S-8 Registration Statement under the Securities Act.

(i) “ Director ” means a member of the Board or of the board of directors of any other Participating Company.

(j) “ Disability ” means the permanent and total disability of the Participant, within the meaning of Section 22(e)(3) of the Code.

(k) “ Dividend Equivalent ” means a credit, made at the discretion of the Committee or as otherwise provided by the Plan, to the account of a Participant in an amount equal to the cash dividends paid on one share of Stock for each share of Stock represented by an Award held by such Participant.

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(l) “ Employee ” means any person treated as an employee (including an Officer or a member of the Board who is also treated as an employee) in the records of a Participating Company and, with respect to any Incentive Stock Option granted to such person, who is an employee for purposes of Section 422 of the Code; provided, however, that neither service as a member of the Board nor payment of a director’s fee shall be sufficient to constitute employment for purposes of the Plan.

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

(n) “ Fair Market Value ” means, as of any date, the value of a share of Stock or other property as determined by the Committee, in its discretion, or by the Company, in its discretion, if such determination is expressly allocated to the Company herein, subject to the following:

(i) If, on such date, the Stock is listed on a national or regional securities exchange or market system, the Fair Market Value of a share of Stock shall be the closing price of a share of Stock (or the mean of the closing bid and asked prices of a share of Stock if the Stock is so quoted instead) as quoted on the Nasdaq National Market, The Nasdaq SmallCap Market or such other national or regional securities exchange or market system constituting the primary market for the Stock, as reported in The Wall Street Journal or such other source as the Company deems reliable. If the relevant date does not fall on a day on which the Stock has traded on such securities exchange or market system, the date on which the Fair Market Value shall be established shall be the last day on which the Stock was so traded prior to the relevant date, or such other appropriate day as shall be determined by the Committee, in its discretion.

(ii) If, on such date, the Stock is not listed on a national or regional securities exchange or market system, the Fair Market Value of a share of Stock shall be as determined by the Committee in good faith without regard to any restriction other than a restriction which, by its terms, will never lapse.

(o) “ Incentive Stock Option ” means an Option intended to be (as set forth in the Award Agreement) and which qualifies as an incentive stock option within the meaning of Section 422(b) of the Code.

(p) “ Insider ” means an Officer, a Director or any other person whose transactions in Stock are subject to Section 16 of the Exchange Act.

(q) “ Nonstatutory Stock Option ” means an Option not intended to be (as set forth in the Award Agreement) an incentive stock option within the meaning of Section 422(b) of the Code.

(r) “ Officer ” means any person designated by the Board as an officer of the Company.

(s) “ Option ” means the right to purchase Stock at a stated price for a specified period of time granted to a participant pursuant to Section 6 of the Plan or to an Outside Director pursuant to Section 7 of the Plan. An Option may be either an Incentive Stock Option or a Nonstatutory Stock Option.

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(t) “ Outside Director ” means a Director who is not an Employee of the Company or of any Parent Corporation or Subsidiary Corporation.

(u) “ Parent Corporation ” means any present or future “parent corporation” of the Company, as defined in Section 424(e) of the Code.

(v) “ Participant ” means any eligible person who has been granted one or more Awards.

(w) “ Participating Company ” means the Company or any Parent Corporation, Subsidiary Corporation or Affiliate.

(x) “ Participating Company Group ” means, at any point in time, all corporations collectively which are then Participating Companies.

(y) “ Performance Award ” means an Award of Performance Shares or Performance Units.

(z) “ Performance Award Formula ” means, for any Performance Award, a formula or table established by the Committee pursuant to Section 10.3 of the Plan which provides the basis for computing the value of a Performance Award at one or more threshold levels of attainment of the applicable Performance Goal(s) measured as of the end of the applicable Performance Period.

(aa) “ Performance Goal ” means a performance goal established by the Committee pursuant to Section 10.3 of the Plan.

(bb) “ Performance Period ” means a period established by the Committee pursuant to Section 10.3 of the Plan at the end of which one or more Performance Goals are to be measured.

(cc) “ Performance Share ” means a bookkeeping entry representing a right granted to a Participant pursuant to Section 10 of the Plan to receive a payment equal to the value of a Performance Share, as determined by the Committee, based on performance.

(dd) “ Performance Unit ” means a bookkeeping entry representing a right granted to a Participant pursuant to Section 10 of the Plan to receive a payment equal to the value of a Performance Unit, as determined by the Committee, based upon performance.

(ee) “ Prior Plan Options ” means any option granted pursuant to the Company’s 2000 Stock Option Plan which is outstanding on or after the date on which the Board adopts the Plan or which is granted thereafter and prior to the Effective Date.

(ff) “ Restriction Period ” means the period established in accordance with Section 9.5 of the Plan during which shares subject to a Stock Award are subject to Vesting Conditions.

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(gg) “ Rule 16b-3 ” means Rule 16b-3 under the Exchange Act, as amended from time to time, or any successor rule or regulation.

(hh) “ SAR ” or “ Stock Appreciation Right ” means a bookkeeping entry representing, for each share of Stock subject to such SAR, a right granted to a Participant pursuant to Section 8 of the Plan to receive payment of an amount equal to the excess, if any, of the Fair Market Value of a share of Stock on the date of exercise of the SAR over the exercise price.

(ii) “ Section 162(m) ” means Section 162(m) of the Code.

(jj) “ Securities Act ” means the Securities Act of 1933, as amended.

(kk) “ Service ” means a Participant’s employment or service with the Participating Company Group, whether in the capacity of an Employee, a Director or a Consultant. A Participant’s Service shall not be deemed to have terminated merely because of a change in the capacity in which the Participant renders Service to the Participating Company Group or a change in the Participating Company for which the Participant renders such Service, provided that there is no interruption or termination of the Participant’s Service. Furthermore, a Participant’s Service with the Participating Company Group shall not be deemed to have terminated if the Participant takes any military leave, sick leave, or other bona fide leave of absence approved by the Company; provided, however, that if any such leave exceeds ninety (90) days, on the ninety-first (91st) day of such leave the Participant’s Service shall be deemed to have terminated unless the Participant’s right to return to Service with the Participating Company Group is guaranteed by statute or contract. Notwithstanding the foregoing, unless otherwise designated by the Company or required by law, a leave of absence shall not be treated as Service for purposes of determining vesting under the Participant’s Option Agreement. The Participant’s Service shall be deemed to have terminated either upon an actual termination of Service or upon the corporation for which the Participant performs Service ceasing to be a Participating Company. Subject to the foregoing, the Company, in its discretion, shall determine whether the Participant’s Service has terminated and the effective date of such termination.

(ll) “ Stock ” means the common stock of the Company, as adjusted from time to time in accordance with Section 4.2 of the Plan.

(mm) “ Stock Award ” means an Award of a Stock Bonus, a Stock Purchase Right or a Stock Unit.

(nn) “ Stock Bonus ” means Stock granted to a Participant pursuant to Section 9 of the Plan.

(oo) “ Stock Purchase Right ” means a right to purchase Stock granted to a Participant pursuant to Section 9 of the Plan.

(pp) “ Stock Unit ” means the right to receive in cash or Stock the Fair Market Value of a share of Stock granted pursuant to Section 9 of the Plan.

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(qq) “ Subsidiary Corporation ” means any present or future “subsidiary corporation” of the Company, as defined in Section 424(f) of the Code.

(rr) “ Ten Percent Owner ” means a Participant who, at the time an Option is granted to the Participant, owns stock possessing more than ten percent (10%) of the total combined voting power of all classes of stock of a Participating Company (other than an Affiliate) within the meaning of Section 422(b)(6) of the Code.

(ss) “ Vesting Conditions ” mean those conditions established in accordance with Section 9.5 of the Plan prior to the satisfaction of which shares subject to a Stock Award remain subject to forfeiture or a repurchase option in favor of the Company.

2.2 Construction . Captions and titles contained herein are for convenience only and shall not affect the meaning or interpretation of any provision of the Plan. Except when otherwise indicated by the context, the singular shall include the plural and the plural shall include the singular. Use of the term “or” is not intended to be exclusive, unless the context clearly requires otherwise.

3.1 Administration by the Committee . The Plan shall be administered by the Committee. All questions of interpretation of the Plan or of any Award shall be determined by the Committee, and such determinations shall be final and binding upon all persons having an interest in the Plan or such Award.

3.2 Authority of Officers . Any Officer shall have the authority to act on behalf of the Company with respect to any matter, right, obligation, determination or election which is the responsibility of or which is allocated to the Company herein, provided the Officer has apparent authority with respect to such matter, right, obligation, determination or election. The Board may, in its discretion, delegate to a committee comprised of one or more Officers the authority to grant one or more Options, without further approval of the Board or the Committee, to any Employee, other than a person who, at the time of such grant, is an Insider; provided, however, that (i) such Awards shall not be granted for shares in excess of the maximum aggregate number of shares of Stock authorized for issuance pursuant to Section 4.1, (ii) the exercise price per share of each Option shall be not less than the Fair Market Value per share of the Stock on the effective date of grant (or, if the Stock has not traded on such date, on the last day preceding the effective date of grant on which the Stock was traded), and (iii) each such Award shall be subject to the terms and conditions of the appropriate standard form of Award Agreement approved by the Board or the Committee and shall conform to the provisions of the Plan and such other guidelines as shall be established from time to time by the Board or the Committee.

3.3 Administration with Respect to Insiders . With respect to participation by Insiders in the Plan, at any time that any class of equity security of the Company is registered pursuant to Section 12 of the Exchange Act, the Plan shall be administered in compliance with the requirements, if any, of Rule 16b-3.

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3.4 Committee Complying with Section 162(m) . If the Company is a “publicly held corporation” within the meaning of Section 162(m), the Board may establish a Committee of “outside directors” within the meaning of Section 162(m) to approve the grant of any Award which might reasonably be anticipated to result in the payment of employee remuneration that would otherwise exceed the limit on employee remuneration deductible for income tax purposes pursuant to Section 162(m).

3.5 Powers of the Committee . In addition to any other powers set forth in the Plan and subject to the provisions of the Plan, the Committee shall have the full and final power and authority, in its discretion:

(a) to determine the persons to whom, and the time or times at which, Awards shall be granted and the number of shares of Stock or units to be subject to each Award;

(b) to determine the type of Award granted and to designate Options as Incentive Stock Options or Nonstatutory Stock Options;

(c) to determine the Fair Market Value of shares of Stock or other property;

(d) to determine the terms, conditions and restrictions applicable to each Award (which need not be identical) and any shares acquired pursuant thereto, including, without limitation, (i) the exercise or purchase price of shares purchased pursuant to any Award, (ii) the method of payment for shares purchased pursuant to any Award, (iii) the method for satisfaction of any tax withholding obligation arising in connection with Award, including by the withholding or delivery of shares of Stock, (iv) the timing, terms and conditions of the exercisability or vesting of any Award or any shares acquired pursuant thereto, (v) the Performance Award Formula and Performance Goals applicable to any Award and the extent to which such Performance Goals have been attained, (vi) the time of the expiration of any Award, (vii) the effect of the Participant’s termination of Service on any of the foregoing, and (viii) all other terms, conditions and restrictions applicable to any Award or shares acquired pursuant thereto not inconsistent with the terms of the Plan;

(e) to determine whether an Award of SARs, Stock Units, Performance Shares or Performance Units will be settled in shares of Stock, cash, or in any combination thereof;

(f) to approve one or more forms of Award Agreement;

(g) to amend, modify, extend, cancel or renew any Award or to waive any restrictions or conditions applicable to any Award or any shares acquired pursuant thereto;

(h) to accelerate, continue, extend or defer the exercisability or vesting of any Award or any shares acquired pursuant thereto, including with respect to the period following a Participant’s termination of Service;

(i) to prescribe, amend or rescind rules, guidelines and policies relating to the plan, or to adopt sub-plans or supplements to, or alternative versions of, the Plan, including, without limitation, as the Committee deems necessary or desirable to comply with the laws of or to accommodate the laws, regulations, tax or accounting effectiveness, accounting principles or custom of, foreign jurisdictions whose citizens may be granted Awards; and

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(j) to correct any defect, supply any omission or reconcile any inconsistency in the Plan or any Award Agreement and to make all other determinations and take such other actions with respect to the Plan or any Award as the Committee may deem advisable to the extent not inconsistent with the provisions of the Plan or applicable law.

3.6 No Repricing . Without the affirmative vote of holders of a majority of the shares of Stock cast in person or by proxy at a meeting of the stockholders of the Company at which a quorum representing a majority of all outstanding shares of Stock is present or represented by proxy, the Board shall not approve a program providing for either (a) the cancellation of outstanding Options and/or SARs and the grant in substitution therefore of new Options and/or SARs having a lower exercise price or (b) the amendment of outstanding Options and/or SARs to reduce the exercise price thereof. This paragraph shall not be construed to apply to “issuing or assuming a stock option in a transaction to which Section 424(a) applies,” within the meaning of Section 424 of the Code. Notwithstanding the foregoing, the Committee shall have the authority, without further action by the stockholders, to effect one or more programs of the types described in the immediately preceding terms of this Section 3.6 with respect to Options and/or SARs issued and outstanding on or prior to January 1, 2006 and that are not held by executive officers or Directors.

3.7 Indemnification . In addition to such other rights of indemnification as they may have as members of the Board or the Committee or as officers or employees of the Participating Company Group, members of the Board or the Committee and any officers or employees of the Participating Company Group to whom authority to act for the Board, the Committee or the Company is delegated shall be indemnified by the Company against all reasonable expenses, including attorneys’ fees, actually and necessarily incurred in connection with the defense of any action, suit or proceeding, or in connection with any appeal therein, to which they or any of them may be a party by reason of any action taken or failure to act under or in connection with the Plan, or any right granted hereunder, and against all amounts paid by them in settlement thereof (provided such settlement is approved by independent legal counsel selected by the Company) or paid by them in satisfaction of a judgment in any such action, suit or proceeding, except in relation to matters as to which it shall be adjudged in such action, suit or proceeding that such person is liable for gross negligence, bad faith or intentional misconduct in duties; provided, however, that within sixty (60) days after the institution of such action, suit or proceeding, such person shall offer to the Company, in writing, the opportunity at its own expense to handle and defend the same.

4.1 Maximum Number of Shares Issuable . Subject to adjustment as provided in Section 4.2, the maximum aggregate number of shares of Stock that may be issued under the Plan shall be Eight Million Six Hundred Thousand (8,600,000), reduced at any time by the number of shares subject to the Prior Plan Options. Such shares shall consist of authorized but unissued or reacquired shares of Stock or any combination thereof. If any outstanding Award, including any Prior Plan Options, for any reason expires or is terminated or canceled without having been exercised or settled in full, or if shares of Stock acquired pursuant to an Award subject to forfeiture or repurchase, including any Prior Plan Options, are forfeited or repurchased by the Company, the shares of Stock allocable to the terminated portion of such Award,

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including any Prior Plan Options, or such forfeited or repurchased shares of Stock shall again be available for issuance under the Plan. Shares of Stock shall not be deemed to have been issued pursuant to the Plan (i) with respect to any portion of an Award that is settled in cash or (ii) to the extent such shares are withheld in satisfaction of tax withholding obligations pursuant to Section 14.2. Upon payment in shares of Stock pursuant to the exercise of an SAR, the number of shares available for issuance under the Plan shall be reduced only by the number of shares actually issued in such payment. If the exercise price of an Option is paid by tender to the Company, or attestation to the ownership, of shares of Stock owned by the Participant, the number of shares available for issuance under the Plan shall be reduced by the gross number of shares for which the Option is exercised.

4.2 Adjustments for Changes in Capital Structure . In the event of any change in the Stock through merger, consolidation, reorganization, reincorporation, recapitalization, reclassification, stock dividend, stock split, reverse stock split, split-up, split-off, spin-off, combination of shares, exchange of shares or similar change in the capital structure of the Company, or in the event of payment of a dividend or distribution to the stockholders of the Company in a form other than Stock (excepting normal cash dividends) that has a material effect on the Fair Market Value of shares of Stock, appropriate adjustments shall be made in the number and class of shares subject to the Plan, in the ISO Share Limit set forth in Section 5.3(b), the Award limits set forth in Section 5.4, to the number of shares awarded as Initial and Annual Options to Outside Directors as specified in Section 7.1 of the Plan and to any outstanding Awards, and in the exercise or purchase price per share under any outstanding Award. Notwithstanding the foregoing, any fractional share resulting from an adjustment pursuant to this Section 4.2 shall be rounded down to the nearest whole number, and in no event may the exercise or purchase price under any Award be decreased to an amount less than the par value, if any, of the stock subject to such Award. The adjustments determined by the Committee pursuant to this Section 4.2 shall be final, binding and conclusive.

5.1 Persons Eligible for Awards . Awards may be granted only to Employees, Directors and Consultants. For purposes of the foregoing sentence, “Employees,” “Consultants,” and “Directors” shall include prospective Employees, prospective Consultants and prospective Directors to whom Awards are granted in connection with written offers of an employment or other service relationship with the Participating Company Group; provided, however, that no Stock subject to any such Award shall vest, become exercisable or be issued prior to the date on which such person commences Service.

5.2 Participation . Awards are granted solely at the discretion of the Committee. Eligible persons may be granted more than one (1) Award. However, eligibility in accordance with this Section shall not entitle any person to be granted an Award, or, having been granted an Award, to be granted an additional Award.

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5.3 Incentive Stock Option Limitations .

(a) Persons Eligible . An Incentive Stock Option may be granted only to a person who, on the effective date of grant, is an Employee of the Company, a Parent Corporation or a Subsidiary Corporation (each being an “ ISO-Qualifying Corporation ”). Any person who is not an Employee of an ISO-Qualifying Corporation on the effective date of the grant of an Option to such person may be granted only a Nonstatutory Stock Option. An Incentive Stock Option granted to a prospective Employee upon the condition that such person become an Employee of an ISO-Qualifying Corporation shall be deemed granted effective on the date such person commences Service with an ISO-Qualifying Corporation, with an exercise price determined as of such date in accordance with Section 6.1.

(b) ISO Share Limit . Subject to adjustment as provided in Section 4.2, in no event shall more than Eight Million Six Hundred Thousand (8,600,000) shares of Stock be available for issuance pursuant to the exercise of Incentive Stock Options granted under the Plan or the Company’s 2000 Stock Option Plan (the “ ISO Share Limit ”).

(c) Fair Market Value Limitation . To the extent that options designated as Incentive Stock Options (granted under all stock option plans of the Participating Company Group, including the Plan) become exercisable by a Participant for the first time during any calendar year for stock having a Fair Market Value greater than One Hundred Thousand Dollars ($100,000), the portion of such options which exceeds such amount shall be treated as Nonstatutory Stock Options. For purposes of this Section, options designated as Incentive Stock Options shall be taken into account in the order in which they were granted, and the Fair Market Value of stock shall be determined as of the time the option with respect to such stock is granted. If the Code is amended to provide for a different limitation from that set forth in this Section, such different limitation shall be deemed incorporated herein effective as of the date and with respect to such Options as required or permitted by such amendment to the Code. If an Option is treated as an Incentive Stock Option in part and as a Nonstatutory Stock Option in part by reason of the limitation set forth in this Section, the Participant may designate which portion of such Option the Participant is exercising. In the absence of such designation, the Participant shall be deemed to have exercised the Incentive Stock Option portion of the Option first. Upon exercise, each portion shall be separately identified.

5.4 Award Limits .

(a) Aggregate Limit on Stock Awards and Performance Awards . Subject to adjustment as provided in Section 4.2, in no event shall more than One Million (1,000,000) shares of Stock in the aggregate be issued under the Plan pursuant to the exercise or settlement of Stock Awards and Performance Awards.

(b) Section 162(m) Award Limits . The following limits shall apply to the grant of any Award if, at the time of grant, the Company is a “publicly held corporation” within the meaning of Section 162(m).

(i) Options and SARs . Subject to adjustment as provided in Section 4.2, no Employee shall be granted within any fiscal year of the Company one or more Options or Freestanding SARs which in the aggregate are for more than One Million (1,000,000) shares of Stock. An Option which is canceled (or a Freestanding SAR as to which the exercise price is reduced to reflect a reduction in the Fair Market Value of the Stock) in the same fiscal year of the Company in which it was granted shall continue to be counted against such limit for such fiscal year.

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(ii) Stock Awards . Subject to adjustment as provided in Section 4.2, no Employee shall be granted within any fiscal year of the Company one or more Stock Awards, subject to Vesting Conditions based on the attainment of Performance Goals, for more than Two Hundred Thousand (200,000) shares of Stock.

(iii) Performance Awards . Subject to adjustment as provided in Section 4.2, no Employee shall be granted (A) Performance Shares which could result in such Employee receiving more than Two Hundred Thousand (200,000) shares of Stock for each full fiscal year of the Company contained in the Performance Period for such Award, or (B) Performance Units which could result in such Employee receiving more than Two Million dollars ($2,000,000) for each full fiscal year of the Company contained in the Performance Period for such Award. No Participant may be granted more than one Performance Award for the same Performance Period.

Options shall be evidenced by Award Agreements specifying the number of shares of Stock covered thereby, in such form as the Committee shall from time to time establish. No Option or purported Option shall be a valid and binding obligation of the Company unless evidenced by a fully executed Award Agreement. Award Agreements evidencing Options may incorporate all or any of the terms of the Plan by reference and shall comply with and be subject to the following terms and conditions:

6.1 Exercise Price . The exercise price for each Option shall be established in the discretion of the Committee; provided, however, that (a) the exercise price per share shall be not less than the Fair Market Value of a share of Stock on the effective date of grant of the Option and (b) no Incentive Stock Option granted to a Ten Percent Owner shall have an exercise price per share less than one hundred ten percent (110%) of the Fair Market Value of a share of Stock on the effective date of grant of the Option. Notwithstanding the foregoing, an Option (whether an Incentive Stock Option or a Nonstatutory Stock Option) may be granted with an exercise price lower than the minimum exercise price set forth above if such Option is granted pursuant to an assumption or substitution for another option in a manner qualifying under the provisions of Section 424(a) of the Code.

6.2 Exercisability and Term of Options . Options shall be exercisable at such time or times, or upon such event or events, and subject to such terms, conditions, performance criteria and restrictions as shall be determined by the Committee and set forth in the Award Agreement evidencing such Option; provided, however, that (a) no Option shall be exercisable after the expiration of ten (10) years after the effective date of grant of such Option, (b) no Incentive Stock Option granted to a Ten Percent Owner shall be exercisable after the expiration of five (5) years after the effective date of grant of such Option, and (c) no Option granted to a prospective Employee or prospective Consultant may become exercisable prior to the date on which such person commences Service. Subject to the foregoing, unless otherwise specified by the Committee in the grant of an Option, any Option granted hereunder shall terminate ten (10) years after the effective date of grant of the Option, unless earlier terminated in accordance with its provisions.

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6.3 Payment of Exercise Price .

(a) Forms of Consideration Authorized . Except as otherwise provided below, payment of the exercise price for the number of shares of Stock being purchased pursuant to any Option shall be made (i) in cash, by check or cash equivalent, (ii) by tender to the Company, or attestation to the ownership, of shares of Stock owned by the Participant having a Fair Market Value not less than the exercise price, (iii) by delivery of a properly executed notice of exercise together with irrevocable instructions to a broker providing for the assignment to the Company of the proceeds of a sale or loan with respect to some or all of the shares being acquired upon the exercise of the Option (including, without limitation, through an exercise complying with the provisions of Regulation T as promulgated from time to time by the Board of Governors of the Federal Reserve System) (a “ Cashless Exercise ”), (iv) by such other consideration as may be approved by the Committee from time to time to the extent permitted by applicable law, or (v) by any combination thereof. The Committee may at any time or from time to time grant Options which do not permit all of the foregoing forms of consideration to be used in payment of the exercise price or which otherwise restrict one or more forms of consideration.

(b) Limitations on Forms of Consideration .

(i) Tender of Stock . Notwithstanding the foregoing, an Option may not be exercised by tender to the Company, or attestation to the ownership, of shares of Stock to the extent such tender or attestation would constitute a violation of the provisions of any law, regulation or agreement restricting the redemption of the Company’s stock. Unless otherwise provided by the Committee, an Option may not be exercised by tender to the Company, or attestation to the ownership, of shares of Stock unless such shares either have been owned by the Participant for more than six (6) months (and not used for another Option exercise by attestation during such period) or were not acquired, directly or indirectly, from the Company.

(ii) Cashless Exercise . The Company reserves, at any and all times, the right, in the Company’s sole and absolute discretion, to establish, decline to approve or terminate any program or procedures for the exercise of Options by means of a Cashless Exercise.

6.4 Effect of Termination of Service . An Option shall be exercisable after a Participant’s termination of Service to such extent and during such period as determined by the Committee, in its discretion, and set forth in the Award Agreement evidencing such Option.

6.5 Transferability of Options . During the lifetime of the Participant, an Option shall be exercisable only by the Participant or the Participant’s guardian or legal representative. No Option shall be assignable or transferable by the Participant, except by will or by the laws of descent and distribution. Notwithstanding the foregoing, to the extent permitted by the Committee, in its discretion, and set forth in the Award Agreement evidencing such Option, an Option shall be assignable or transferable subject to the applicable limitations, if any, described in the General Instructions to Form S-8 Registration Statement under the Securities Act.

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Outside Director Options shall be evidenced by Award Agreements specifying the number of shares of Stock covered thereby, in such form as the Board shall from time to time establish. Outside Director Award Agreements may incorporate all or any of the terms of the Plan by reference and shall comply with and be subject to the terms and conditions of Section 6 to the extent no inconsistent with this Section and the following terms and conditions:

7.1 Automatic Grant . Subject to the execution by an Outside Director of an appropriate Award Agreement, Options shall be granted automatically and without further action of the Board, as follows:

(a) Initial Option . Each person who first becomes an Outside Director after the Effective Date shall be granted on the date such person first becomes an Outside Director an Option to purchase Fifty Thousand (50,000) shares of Stock (an “ Initial Option ”).

(b) Annual Option . Each Outside Director shall be granted on the date of each annual meeting of the stockholders of the Company which occurs on or after the Effective Date (an “ Annual Meeting ”) immediately following which such person remains an Outside Director an Option to purchase Twenty-Five Thousand (25,000) shares of Stock (an “ Annual Option ”); provided, however, that an Outside Director granted an Initial Option on, or within a period of six (6) months prior to, the date of an Annual Meeting shall not be granted an Annual Option pursuant to this Section with respect to the same Annual Meeting.

(c) Right to Decline Outside Director Option . Notwithstanding the foregoing, any person may elect not to receive an Outside Director Option by delivering written notice of such election to the Board no later than the day prior to the date such Option would otherwise be granted. A person so declining an Outside Director Option shall receive no payment or other consideration in lieu of such declined Outside Director Option. A person who has declined an Outside Director Option may revoke such election by delivering written notice of such revocation to the Board no later than the day prior to the date such Outside Director Option would be granted pursuant to Section 7.1(a) or (b), as the case may be.

7.2 Exercisability and Term of Outside Director Options . Each Outside Director Option shall vest and become exercisable as set forth below and shall terminate and cease to be exercisable on the tenth (10th) anniversary of the date of grant of the Outside Direct Option, unless earlier terminated in accordance with the terms of the Plan or the Award Agreement evidencing such Outside Director Option.

(a) Initial Options . Except as otherwise provided in the Plan or in the Award Agreement evidencing such Outside Director Option, each Initial Option shall vest and become exercisable on an equal daily basis determined over a four (4) year term beginning on the date of grant, provided that the Outside Director’s Service has not terminated prior to the relevant date.

(b) Annual Options . Except as otherwise provided in the Plan or in the Award Agreement evidencing such Outside Director Option, each Annual Option shall vest and become exercisable on an equal daily basis determined over a four (4) year term beginning on the date of grant, provided that the Outside Director’s Service has not terminated prior to the relevant date.

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7.3 Effect of Change in Control on Outside Director Options . In the event of a Change in Control, as defined in Section 12.1, any unexercisable or unvested portions of outstanding Outside Director Options and any shares acquired upon the exercise thereof held by Outside Directors whose Service has not terminated prior to such date shall be immediately exercisable and vested in full as of the date ten (10) days prior to the date of the Change in Control. The exercise or vesting of any Outside Director Option and any shares acquired upon the exercise thereof that was permissible solely by reason of this Section 7.3 shall be conditioned upon the consummation of the Change in Control. In addition, the surviving, continuing, successor, or purchasing corporation or parent corporation thereof, as the case may be (the “ Acquiring Corporation ”), may either assume the Company’s rights and obligations under outstanding Outside Director Options or substitute for outstanding Options substantially equivalent options for the Acquiring Corporation’s stock. Any Outside Director Options which are neither assumed or substituted for by the Acquiring Corporation in connection with the Change in Control nor exercised as of the date of the Change in Control shall terminate and cease to be outstanding effective as of the date of the Change in Control. Notwithstanding the foregoing, if the corporation the stock of which is subject to the outstanding Outside Director Options immediately prior to an Ownership Change Event described in Section 12.1(a)(i) constituting a Change in Control is the surviving or continuing corporation and immediately after such Ownership Change Event less than fifty percent (50%) of the total combined voting power of its voting stock is held by another corporation or by other corporations that are members of an affiliated group within the meaning of Section 1504(a) of the Code without regard to the provisions of Section 1504(b) of the Code, the outstanding Outside Director Options shall not terminate.

SARs shall be evidenced by Award Agreements specifying the number of shares of Stock subject to the Award, in such form as the Committee shall from time to time establish. No SAR or purported SAR shall be a valid and binding obligation of the Company unless evidenced by a fully executed Award Agreement. Award Agreements evidencing SARs may incorporate all or any of the terms of the Plan by reference and shall comply with and be subject to the following terms and conditions:

8.1 Types of SARs Authorized . SARs may be granted in tandem with all or any portion of a related Option (a “ Tandem SAR ”) or may be granted independently of any Option (a “ Freestanding SAR ”). A Tandem SAR may be granted either concurrently with the grant of the related Option or at any time thereafter prior to the complete exercise, termination, expiration or cancellation of such related Option.

8.2 Exercise Price . The exercise price for each SAR shall be established in the discretion of the Committee; provided, however, that (a) the exercise price per share subject to a Tandem SAR shall be the exercise price per share under the related Option and (b) the exercise price per share subject to a Freestanding SAR shall be not less than the Fair Market Value of a share of Stock on the effective date of grant of the SAR.

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8.3 Exercisability and Term of SARs .

(a) Tandem SARs . Tandem SARs shall be exercisable only at the time and to the extent that the related Option is exercisable, subject to such provisions as the Committee may specify where the Tandem SAR is granted with respect to less than the full number of shares of Stock subject to the related Option. The Committee may, in its discretion, provide in any Award Agreement evidencing a Tandem SAR that such SAR may not be exercised without the advance approval of the Company and, if such approval is not given, then the Option shall nevertheless remain exercisable in accordance with its terms. A Tandem SAR shall terminate and cease to be exercisable no later than the date on which the related Option expires or is terminated or canceled. Upon the exercise of a Tandem SAR with respect to some or all of the shares subject to such SAR, the related Option shall be canceled automatically as to the number of shares with respect to which the Tandem SAR was exercised. Upon the exercise of an Option related to a Tandem SAR as to some or all of the shares subject to such Option, the related Tandem SAR shall be canceled automatically as to the number of shares with respect to which the related Option was exercised.

(b) Freestanding SARs . Freestanding SARs shall be exercisable at such time or times, or upon such event or events, and subject to such terms, conditions, performance criteria and restrictions as shall be determined by the Committee and set forth in the Award Agreement evidencing such SAR; provided, however, that no Freestanding SAR shall be exercisable after the expiration of ten (10) years after the effective date of grant of such SAR.

8.4 Exercise of SARs . Upon the exercise (or deemed exercise pursuant to Section 8.5) of a SAR, the Participant (or the Participant’s legal representative or other person who acquired the right to exercise the SAR by reason of the Participant’s death) shall be entitled to receive payment of an amount for each share with respect to which the SAR is exercised equal to the excess, if any, of the Fair Market Value of a share of Stock on the date of exercise of the SAR over the exercise price. Payment of such amount shall be made in cash, shares of Stock, or any combination thereof as determined by the Committee. Unless otherwise provided in the Award Agreement evidencing such SAR, payment shall be made in a lump sum as soon as practicable following the date of exercise of the SAR. The Award Agreement evidencing any SAR may provide for deferred payment in a lump sum or in installments. When payment is to be made in shares of Stock, the number of shares to be issued shall be determined on the basis of the Fair Market Value of a share of Stock on the date of exercise of the SAR. For purposes of Section 8, an SAR shall be deemed exercised on the date on which the Company receives notice of exercise from the Participant.

8.5 Deemed Exercise of SARs . If, on the date on which an SAR would otherwise terminate or expire, the SAR by its terms remains exercisable immediately prior to such termination or expiration and, if so exercised, would result in a payment to the holder of such SAR, then any portion of such SAR which has not previously been exercised shall automatically be deemed to be exercised as of such date with respect to such portion.

8.6 Effect of Termination of Service . An SAR shall be exercisable after a Participant’s termination of Service to such extent and during such period as determined by the Committee, in its discretion, and set forth in the Award Agreement evidencing such SAR.

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8.7 Nontransferability of SARs . SARs may not be assigned or transferred in any manner except by will or the laws of descent and distribution, and, during the lifetime of the Participant, shall be exercisable only by the Participant or the Participant’s guardian or legal representative.

Stock Awards shall be evidenced by Award Agreements specifying whether the Award is a Stock Bonus, a Stock Purchase Right or a Stock Unit and the number of shares of Stock subject to the Award, in such form as the Committee shall from time to time establish. No Stock Award or purported Stock Award shall be a valid and binding obligation of the Company unless evidenced by a fully executed Award Agreement. Award Agreements evidencing Stock Awards may incorporate all or any of the terms of the Plan by reference and shall comply with and be subject to the following terms and conditions:

9.1 Types of Stock Awards Authorized . Stock Awards may be in the form of either a Stock Bonus, a Stock Purchase Right or a Stock Unit. Stock Awards may be granted upon such conditions as the Committee shall determine, including, without limitation, upon the attainment of one or more Performance Goals described in Section 10.4. If either the grant of a Stock Award or the lapsing of the Restriction Period is to be contingent upon the attainment of one or more Performance Goals, the Committee shall follow procedures substantially equivalent to those set forth in Sections 10.3 through 10.5(a).

9.2 Purchase Price . The purchase price for shares of Stock issuable under each Stock Purchase Right shall be established by the Committee in its discretion. No monetary payment (other than applicable tax withholding) shall be required as a condition of receiving shares of Stock pursuant to a Stock Bonus or a Stock Unit, the consideration for which shall be services actually rendered to a Participating Company or for its benefit. Notwithstanding the foregoing, the Participant shall furnish consideration in the form of cash or past services rendered to a Participating Company or for its benefit having a value not less than the par value of the shares of Stock subject to such Stock Award.

9.3 Purchase Period . A Stock Purchase Right shall be exercisable within a period established by the Committee, which shall in no event exceed thirty (30) days from the effective date of the grant of the Stock Purchase Right; provided, however, that no Stock Purchase Right granted to a prospective Employee or prospective Consultant may become exercisable prior to the date on which such person commences Service.

9.4 Payment of Purchase Price . Except as otherwise provided below, payment of the purchase price for the number of shares of Stock being purchased pursuant to any Stock Purchase Right shall be made (i) in cash, by check, or cash equivalent, (ii) by such other consideration as may be approved by the Committee from time to time to the extent permitted by applicable law, or (iii) by any combination thereof. The Committee may at any time or from time to time grant Stock Purchase Rights which do not permit all of the foregoing forms of consideration to be used in payment of the purchase price or which otherwise restrict one or more forms of consideration. Stock Bonuses and Stock Units shall be issued in consideration for past services actually rendered to a Participating Company or for its benefit.

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9.5 Vesting and Restrictions on Transfer . Shares issued pursuant to any Stock Award may or may not be made subject to vesting conditioned upon the satisfaction of such Service requirements, conditions, restrictions or performance criteria, including, without limitation, Performance Goals as described in Section 10.4 (the “ Vesting Conditions ”), as shall be established by the Committee and set forth in the Award Agreement evidencing such Award. During any period (the “ Restriction Period ”) in which shares acquired pursuant to a Stock Award remain subject to Vesting Conditions, such shares may not be sold, exchanged, transferred, pledged, assigned or otherwise disposed of other than pursuant to an Ownership Change Event, as defined in Section 12.1, or as provided in Section 9.8. Upon request by the Company, each Participant shall execute any agreement evidencing such transfer restrictions prior to the receipt of shares of Stock hereunder and shall promptly present to the Company any and all certificates representing shares of Stock acquired hereunder for the placement on such certificates of appropriate legends evidencing any such transfer restrictions.

9.6 Voting Rights; Dividends and Distributions . Except as provided in this Section, Section 9.5 and any Award Agreement, during the Restriction Period applicable to shares subject to a Stock Purchase Right and Stock Bonuses, the Participant shall have all of the rights of a stockholder of the Company holding shares of Stock, including the right to vote such shares and to receive all dividends and other distributions paid with respect to such shares. Participants who have been granted Stock Units shall possess no incidents of ownership with respect to shares of Stock underlying such Stock Units; provided, however, that a Stock Unit Agreement may provide for payments in lieu of dividends in a manner identical to that specified in Section 10.6 of the Plan. However, in the event of a dividend or distribution paid in shares of Stock or any other adjustment made upon a change in the capital structure of the Company as described in Section 4.2, then any and all new, substituted or additional securities or other property (other than normal cash dividends) to which the Participant is entitled by reason of the Participant’s Stock Award shall be immediately subject to the same Vesting Conditions as the shares subject to the Stock Award with respect to which such dividends or distributions were paid or adjustments were made.

9.7 Effect of Termination of Service . Unless otherwise provided by the Committee in the grant of a Stock Award and set forth in the Award Agreement, if a Participant’s Service terminates for any reason, whether voluntary or involuntary (including the Participant’s death or Disability), then (i) the Company shall have the option to repurchase for the purchase price paid by the Participant any shares acquired by the Participant pursuant to a Stock Purchase Right which remain subject to Vesting Conditions as of the date of the Participant’s termination of Service and (ii) the Participant shall forfeit to the Company any shares acquired by the Participant pursuant to a Stock Bonus or a Stock Unit which remain subject to Vesting Conditions as of the date of the Participant’s termination of Service. The Company shall have the right to assign at any time any repurchase right it may have, whether or not such right is then exercisable, to one or more persons as may be selected by the Company.

9.8 Nontransferability of Stock Award Rights . Rights to acquire shares of Stock pursuant to a Stock Award may not be subject in any manner to anticipation, alienation, sale, exchange, transfer, assignment, pledge, encumbrance or garnishment by creditors of the Participant or the Participant’s beneficiary, except by will or the laws of descent and distribution, and, during the lifetime of the Participant, shall be exercisable only by the Participant or the Participant’s guardian or legal representative.

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Performance Awards shall be evidenced by Award Agreements in such form as the Committee shall from time to time establish. No Performance Award or purported Performance Award shall be a valid and binding obligation of the Company unless evidenced by a fully executed Award Agreement. Award Agreements evidencing Performance Awards may incorporate all or any of the terms of the Plan by reference and shall comply with and be subject to the following terms and conditions:

10.1 Types of Performance Awards Authorized . Performance Awards may be in the form of either Performance Shares or Performance Units. Each Award Agreement evidencing a Performance Award shall specify the number of Performance Shares or Performance Units subject thereto, the Performance Award Formula, the Performance Goal(s) and Performance Period applicable to the Award, and the other terms, conditions and restrictions of the Award.

10.2 Initial Value of Performance Shares and Performance Units . Unless otherwise provided by the Committee in granting a Performance Award, each Performance Share shall have an initial value equal to the Fair Market Value of one (1) share of Stock, subject to adjustment as provided in Section 4.2, on the effective date of grant of the Performance Share, and each Performance Unit shall have an initial value of one hundred dollars ($100). The final value payable to the Participant in settlement of a Performance Award determined on the basis of the applicable Performance Award Formula will depend on the extent to which Performance Goals established by the Committee are attained within the applicable Performance Period established by the Committee.

10.3 Establishment of Performance Period, Performance Goals and Performance Award Formula . In granting each Performance Award, the Committee shall establish in writing the applicable Performance Period, Performance Award Formula and one or more Performance Goals which, when measured at the end of the Performance Period, shall determine on the basis of the Performance Award Formula the final value of the Performance Award to be paid to the Participant. Unless otherwise permitted in compliance with the requirements under Section 162(m) with respect to “performance-based compensation,” the Committee shall establish the Performance Goal(s) and Performance Award Formula applicable to each Performance Award no later than the earlier of (a) the date ninety (90) days after the commencement of the applicable Performance Period or (b) the date on which 25% of the Performance Period has elapsed, and, in any event, at a time when the outcome of the Performance Goals remains substantially uncertain. Once established, the Performance Goals and Performance Award Formula shall not be changed during the Performance Period. The Company shall notify each Participant granted a Performance Award of the terms of such Award, including the Performance Period, Performance Goal(s) and Performance Award Formula.

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10.4 Measurement of Performance Goals . Performance Goals shall be established by the Committee on the basis of targets to be attained (“ Performance Targets ”) with respect to one or more measures of business or financial performance (each, a “ Performance Measure ”), subject to the following:

(a) Performance Measures . Performance Measures shall have the same meanings as used in the Company’s financial statements, or, if such terms are not used in the Company’s financial statements, they shall have the meaning applied pursuant to generally accepted accounting principles, or as used generally in the Company’s industry. Performance Measures shall be calculated with respect to the Company and each Subsidiary Corporation consolidated therewith for financial reporting purposes or such division or other business unit as may be selected by the Committee. For purposes of the Plan, the Performance Measures applicable to a Performance Award shall be calculated in accordance with generally accepted accounting principles, but prior to the accrual or payment of any Performance Award for the same Performance Period and excluding the effect (whether positive or negative) of any change in accounting standards or any extraordinary, unusual or nonrecurring item, as determined by the Committee, occurring after the establishment of the Performance Goals applicable to the Performance Award. Performance Measures may be one or more of the following, as determined by the Committee:

(i) growth in revenue;

(ii) growth in the market price of the Stock;

(iii) operating margin;

(iv) gross margin;

(v) operating income;

(vi) pre-tax profit;

(vii) earnings before interest, taxes and depreciation;

(viii) net income;

(ix) total return on shares of Stock relative to the increase in an appropriate index as may be selected by the Committee;

(x) earnings per share;

(xi) return on stockholder equity;

(xii) return on net assets;

(xiii) expenses;

(xiv) return on capital;

(xv) economic value added;

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(xvi) market share; and

(xvii) cash flow, as indicated by book earnings before interest, taxes, depreciation and amortization.

(b) Performance Targets . Performance Targets may include a minimum, maximum, target level and intermediate levels of performance, with the final value of a Performance Award determined under the applicable Performance Award Formula by the level attained during the applicable Performance Period. A Performance Target may be stated as an absolute value or as a value determined relative to a standard selected by the Committee.

10.5 Settlement of Performance Awards .

(a) Determination of Final Value . As soon as practicable following the completion of the Performance Period applicable to a Performance Award, the Committee shall certify in writing the extent to which the applicable Performance Goals have been attained and the resulting final value of the Award earned by the Participant and to be paid upon its settlement in accordance with the applicable Performance Award Formula.

(b) Discretionary Adjustment of Award Formula . In its discretion, the Committee may, either at the time it grants a Performance Award or at any time thereafter, provide for the positive or negative adjustment of the Performance Award Formula applicable to a Performance Award granted to any Participant who is not a “covered employee” within the meaning of Section 162(m) (a “ Covered Employee ”) to reflect such Participant’s individual performance in his or her position with the Company or such other factors as the Committee may determine. If permitted under a Covered Employee’s Award Agreement, the Committee shall have the discretion, on the basis of such criteria as may be established by the Committee, to reduce some or all of the value of the Performance Award that would otherwise be paid to the Covered Employee upon its settlement notwithstanding the attainment of any Performance Goal and the resulting value of the Performance Award determined in accordance with the Performance Award Formula. No such reduction may result in an increase in the amount payable upon settlement of another Participant’s Performance Award.

(c) Effect of Leaves of Absence . Unless otherwise required by law, payment of the final value, if any, of a Performance Award held by a Participant who has taken in excess of thirty (30) days of leaves of absence during a Performance Period shall be prorated on the basis of the number of days of the Participant’s Service during the Performance Period during which the Participant was not on a leave of absence.

(d) Notice to Participants . As soon as practicable following the Committee’s determination and certification in accordance with Sections 10.5(a) and (b), the Company shall notify each Participant of the determination of the Committee.

(e) Payment in Settlement of Performance Awards . As soon as practicable following the Committee’s determination and certification in accordance with Sections 10.5(a) and (b), payment shall be made to each eligible Participant (or such Participant’s legal representative or other person who acquired the right to receive such payment by reason of the Participant’s death) of the final value of the Participant’s Performance Award. Payment of such

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amount shall be made in cash, shares of Stock, or a combination thereof as determined by the Committee. Unless otherwise provided in the Award Agreement evidencing a Performance Award, payment shall be made in a lump sum. An Award Agreement may provide for deferred payment in a lump sum or in installments. If any payment is to be made on a deferred basis, the Committee may, but shall not be obligated to, provide for the payment during the deferral period of Dividend Equivalents or interest.

(f) Provisions Applicable to Payment in Shares . If payment is to be made in shares of Stock, the number of such shares shall be determined by dividing the final value of the Performance Award by the value of a share of Stock determined by the method specified in the Award Agreement. Such methods may include, without limitation, the closing market price on a specified date (such as the settlement date) or an average of market prices over a series of trading days. Shares of Stock issued in payment of any Performance Award may be fully vested and freely transferable shares or may be shares of Stock subject to Vesting Conditions as provided in Section 9.5. Any shares subject to Vesting Conditions shall be evidenced by an appropriate Award Agreement and shall be subject to the provisions of Sections 9.5 through 9.8 above.

10.6 Dividend Equivalents . In its discretion, the Committee may provide in the Award Agreement evidencing any Performance Share Award that the Participant shall be entitled to receive Dividend Equivalents with respect to the payment of cash dividends on Stock having a record date prior to the date on which the Performance Shares are settled or forfeited. Dividend Equivalents may be paid currently or may be accumulated and paid to the extent that Performance Shares become nonforfeitable, as determined by the Committee. Settlement of Dividend Equivalents may be made in cash, shares of Stock, or a combination thereof as determined by the Committee, and may be paid on the same basis as settlement of the related Performance Share as provided in Section 10.5. Dividend Equivalents shall not be paid with respect to Performance Units.

10.7 Effect of Termination of Service . The effect of a Participant’s termination of Service on the Participant’s Performance Award shall be as determined by the Committee, in its discretion, and set forth in the Award Agreement evidencing such Performance Award.

10.8 Nontransferability of Performance Awards . Prior to settlement in accordance with the provisions of the Plan, no Performance Award may be subject in any manner to anticipation, alienation, sale, exchange, transfer, assignment, pledge, encumbrance, or garnishment by creditors of the Participant or the Participant’s beneficiary, except by will or by the laws of descent and distribution. All rights with respect to a Performance Award granted to a Participant hereunder shall be exercisable during his or her lifetime only by such Participant or the Participant’s guardian or legal representative.

11.1 Award Agreements . Each Award shall comply with and be subject to the terms and conditions set forth in the appropriate form of Award Agreement approved by the Committee and as amended from time to time. Any Award Agreement may consist of an appropriate form of Notice of Grant and a form of Agreement incorporated therein by reference, or such other form or forms as the Committee may approve from time to time.

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11.2 Authority to Vary Terms . The Committee shall have the authority from time to time to vary the terms of any standard form of Award Agreement either in connection with the grant or amendment of an individual Award or in connection with the authorization of a new standard form or forms; provided, however, that the terms and conditions of any such new, revised or amended standard form or forms of Award Agreement are not inconsistent with the terms of the Plan.

12.1 Definitions .

(a) An “ Ownership Change Event ” shall be deemed to have occurred if any of the following occurs with respect to the Company: (i) the direct or indirect sale or exchange by the stockholders of the Company of all or substantially all of the voting stock of the Company; (ii) a merger or consolidation in which the Company is a party; (iii) the sale, exchange, or transfer of all or substantially all of the assets of the Company (other than a sale, exchange or transfer to one or more subsidiaries of the Company); or (iv) a liquidation or dissolution of the Company.

(b) A “ Change in Control ” shall mean an Ownership Change Event or series of related Ownership Change Events (collectively, a “ Transaction ”) in which the stockholders of the Company immediately before the Transaction do not retain immediately after the Transaction, direct or indirect beneficial ownership of more than fifty percent (50%) of the total combined voting power of the outstanding voting securities of the Company or, in the case of an Ownership Change Event described in Section 12.1(a)(iii), the entity to which the assets of the Company were transferred.

12.2 Effect of Change in Control on Options . In the event of a Change in Control, the Acquiring Corporation may, without the consent of any Participant, either assume the Company’s rights and obligations under outstanding Options or substitute for outstanding Options substantially equivalent options for the Acquiring Corporation’s stock. In the event that the Acquiring Corporation elects to assume the outstanding Options, and the Change of Control is consummated, then the vesting of the unvested shares underlying all Options shall be accelerated by one year as set forth in the Option Agreement. In the event the Acquiring Corporation elects not to assume or substitute for outstanding Options in connection with a Change in Control, the vesting of each such outstanding Option and any shares acquired upon the exercise thereof held by a Participant whose Service has not terminated prior to such date shall be fully accelerated, effective as of the date ten (10) days prior to the date of the Change in Control, to such extent, if any, as shall have been determined by the Board, in its discretion, and set forth in the Option Agreement evidencing such Option. The vesting of any Option thereof that was permissible solely by reason of this Section 12.2 and the provisions of such Option Agreement shall be conditioned upon the consummation of the Change in Control. Any Options which are neither assumed or substituted for by the Acquiring Corporation in connection with the Change in Control nor exercised as of the date of the Change in Control shall terminate and cease to be outstanding effective as of the date of the Change in Control. Notwithstanding the foregoing, shares acquired upon exercise of an Option prior to the Change in Control and any consideration received pursuant to the Change in Control with respect to such shares shall

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continue to be subject to all applicable provisions of the Option Agreement evidencing such Option except as otherwise provided in such Option Agreement. Furthermore, notwithstanding the foregoing, if the corporation the stock of which is subject to the outstanding Options immediately prior to an Ownership Change Event described in Section 12.1(a)(i) constituting a Change in Control is the surviving or continuing corporation and immediately after such Ownership Change Event less than fifty percent (50%) of the total combined voting power of its voting stock is held by another corporation or by other corporations that are members of an affiliated group within the meaning of Section 1504(a) of the Code without regard to the provisions of Section 1504(b) of the Code, the outstanding Options shall not terminate unless the Board otherwise provides in its discretion.

12.3 Effect of Change in Control on SARs . In the event of a Change in Control, the Acquiring Corporation may, without the consent of any Participant, either assume the Company’s rights and obligations under outstanding SARs or substitute for outstanding SARs substantially equivalent SARs for the Acquiring Corporation’s stock. In the event the Acquiring Corporation elects not to assume or substitute for outstanding SARs in connection with a Change in Control, the Committee shall provide that any unexercised and/or unvested portions of outstanding SARs shall be immediately exercisable and vested in full as of the date thirty (30) days prior to the date of the Change in Control. The exercise and/or vesting of any SAR that was permissible solely by reason of this paragraph 12.3 shall be conditioned upon the consummation of the Change in Control. Any SARs which are not assumed by the Acquiring Corporation in connection with the Change in Control nor exercised as of the time of consummation of the Change in Control shall terminate and cease to be outstanding effective as of the time of consummation of the Change in Control.

12.4 Effect of Change in Control on Stock Awards . The Committee may, in its discretion, provide in any Award Agreement evidencing a Stock Award that, in the event of a Change in Control, the lapsing of the Restriction Period applicable to the shares subject to the Stock Award held by a Participant whose Service has not terminated prior to such date shall be accelerated effective as of the date of the Change in Control to such extent as specified in such Award Agreement. Any acceleration of the lapsing of the Restriction Period that was permissible solely by reason of this Section 12.4 and the provisions of such Award Agreement shall be conditioned upon the consummation of the Change in Control.

12.5 Effect of Change in Control on Performance Awards . The Committee may, in its discretion, provide in any Award Agreement evidencing a Performance Award that, in the event of a Change in Control, the Performance Award held by a Participant whose Service has not terminated prior to such date shall become payable effective as of the date of the Change in Control to such extent as specified in such Award Agreement.

The grant of Awards and the issuance of shares of Stock pursuant to any Award shall be subject to compliance with all applicable requirements of federal, state and foreign law with respect to such securities and the requirements of any stock exchange or market system upon which the Stock may then be listed. In addition, no Award may be exercised or shares issued pursuant to an Award unless (i) a registration statement under the Securities Act shall at the time

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of such exercise or issuance be in effect with respect to the shares issuable pursuant to the Award or (ii) in the opinion of legal counsel to the Company, the shares issuable pursuant to the Award may be issued in accordance with the terms of an applicable exemption from the registration requirements of the Securities Act. The inability of the Company to obtain from any regulatory body having jurisdiction the authority, if any, deemed by the Company’s legal counsel to be necessary to the lawful issuance and sale of any shares hereunder shall relieve the Company of any liability in respect of the failure to issue or sell such shares as to which such requisite authority shall not have been obtained. As a condition to issuance of any Stock, the Company may require the Participant to satisfy any qualifications that may be necessary or appropriate, to evidence compliance with any applicable law or regulation and to make any representation or warranty with respect thereto as may be requested by the Company.

14.1 Tax Withholding in General . The Company shall have the right to deduct from any and all payments made under the Plan, or to require the Participant, through payroll withholding, cash payment or otherwise, including by means of a Cashless Exercise of an Option, to make adequate provision for, the federal, state, local and foreign taxes, if any, required by law to be withheld by the Participating Company Group with respect to an Award or the shares acquired pursuant thereto. The Company shall have no obligation to deliver shares of Stock, to release shares of Stock from an escrow established pursuant to an Award Agreement, or to make any payment in cash under the Plan until the Participating Company Group’s tax withholding obligations have been satisfied by the Participant.

14.2 Withholding in Shares . The Company shall have the right, but not the obligation, to deduct from the shares of Stock issuable to a Participant upon the exercise or settlement of an Award, or to accept from the Participant the tender of, a number of whole shares of Stock having a Fair Market Value, as determined by the Company, equal to all or any part of the tax withholding obligations of the Participating Company Group. The Fair Market Value of any shares of Stock withheld or tendered to satisfy any such tax withholding obligations shall not exceed the amount determined by the applicable minimum statutory withholding rates.

The Committee may terminate or amend the Plan at any time. However, without the approval of the Company’s stockholders, there shall be (a) no increase in the maximum aggregate number of shares of Stock that may be issued under the Plan (except by operation of the provisions of Section 4.2), (b) no change in the class of persons eligible to receive Incentive Stock Options, and (c) no other amendment of the Plan that would require approval of the Company’s stockholders under any applicable law, regulation or rule. No termination or amendment of the Plan shall affect any then outstanding Award unless expressly provided by the Committee. In any event, no termination or amendment of the Plan may adversely affect any then outstanding Award without the consent of the Participant, unless such termination or amendment is necessary to comply with any applicable law, regulation or rule.

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16.1 Repurchase Rights . Shares issued under the Plan may be subject to one or more repurchase options, or other conditions and restrictions as determined by the Committee in its discretion at the time the Award is granted. The Company shall have the right to assign at any time any repurchase right it may have, whether or not such right is then exercisable, to one or more persons as may be selected by the Company. Upon request by the Company, each Participant shall execute any agreement evidencing such transfer restrictions prior to the receipt of shares of Stock hereunder and shall promptly present to the Company any and all certificates representing shares of Stock acquired hereunder for the placement on such certificates of appropriate legends evidencing any such transfer restrictions.

16.2 Provision of Information . Each Participant shall be given access to information concerning the Company equivalent to that information generally made available to the Company’s common stockholders.

16.3 Rights as Employee, Consultant or Director . No person, even though eligible pursuant to Section 5, shall have a right to be selected as a Participant, or, having been so selected, to be selected again as a Participant. Nothing in the Plan or any Award granted under the Plan shall confer on any Participant a right to remain an Employee, Consultant or Director, or interfere with or limit in any way any right of a Participating Company to terminate the Participant’s Service at any time. To the extent that an Employee of a Participating Company other than the Company receives an Award under the Plan, that Award can in no event be understood or interpreted to mean that the Company is the Employee’s employer or that the Employee has an employment relationship with the Company.

16.4 Rights as a Stockholder . A Participant shall have no rights as a stockholder with respect to any shares covered by an Award until the date of the issuance of such shares (as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company). No adjustment shall be made for dividends, distributions or other rights for which the record date is prior to the date such shares are issued, except as provided in Section 4.2 or another provision of the Plan.

16.5 Fractional Shares . The Company shall not be required to issue fractional shares upon the exercise or settlement of any Award.

16.6 Beneficiary Designation . Subject to local laws and procedures, each Participant may file with the Company a written designation of a beneficiary who is to receive any benefit under the Plan to which the Participant is entitled in the event of such Participant’s death before he or she receives any or all of such benefit. Each designation will revoke all prior designations by the same Participant, shall be in a form prescribed by the Company, and will be effective only when filed by the Participant in writing with the Company during the Participant’s lifetime. If a married Participant designates a beneficiary other than the Participant’s spouse, the effectiveness of such designation may be subject to the consent of the Participant’s spouse. If a Participant dies without an effective designation of a beneficiary who is living at the time of the Participant’s death, the Company will pay any remaining unpaid benefits to the Participant’s legal representative.

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16.7 Unfunded Obligation . Participants shall have the status of general unsecured creditors of the Company. Any amounts payable to Participants pursuant to the Plan shall be unfunded and unsecured obligations for all purposes, including, without limitation, Title I of the Employee Retirement Income Security Act of 1974. No Participating Company shall be required to segregate any monies from its general funds, or to create any trusts, or establish any special accounts with respect to such obligations. The Company shall retain at all times beneficial ownership of any investments, including trust investments, which the Company may make to fulfill its payment obligations hereunder. Any investments or the creation or maintenance of any trust or any Participant account shall not create or constitute a trust or fiduciary relationship between the Committee or any Participating Company and a Participant, or otherwise create any vested or beneficial interest in any Participant or the Participant’s creditors in any assets of any Participating Company. The Participants shall have no claim against any Participating Company for any changes in the value of any assets which may be invested or reinvested by the Company with respect to the Plan.

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KINTERA, INC.

STOCK OPTION AGREEMENT

Kintera, Inc. has granted to the individual (the “ Optionee ”) named in the Notice of Grant of Stock Option (the “ Notice ”) to which this Stock Option Agreement (the “ Option Agreement ”) is attached an option (the “ Option ”) to purchase certain shares of Stock upon the terms and conditions set forth in the Notice and this Option Agreement. The Option has been granted pursuant to and shall in all respects be subject to the terms and conditions of the Kintera, Inc. 2003 Equity Incentive Plan (the “ Plan ”), as amended to the Date of Option Grant, the provisions of which are incorporated herein by reference. By signing the Notice, the Optionee: (a) represents that the Optionee has read and is familiar with the terms and conditions of the Notice, the Plan and this Option Agreement, including the Effect of Termination of Service set forth in Section 7, (b) accepts the Option subject to all of the terms and conditions of the Notice, the Plan and this Option Agreement, (c) agrees to accept as binding, conclusive and final all decisions or interpretations of the Board upon any questions arising under the Notice, the Plan or this Option Agreement, and (d) acknowledges receipt of a copy of the Notice, the Plan and this Option Agreement.

1.1 Definitions . Unless otherwise defined herein, capitalized terms shall have the meanings assigned to such terms in the Notice or the Plan.

1.2 Construction . Captions and titles contained herein are for convenience only and shall not affect the meaning or interpretation of any provision of this Option Agreement. Except when otherwise indicated by the context, the singular shall include the plural and the plural shall include the singular. Use of the term “or” is not intended to be exclusive, unless the context clearly requires otherwise.

2.1 Tax Status of Option . This Option is intended to have the tax status designated in the Notice.

(a) Incentive Stock Option . If the Notice so designates, this Option is intended to be an Incentive Stock Option within the meaning of Section 422(b) of the Code, but the Company does not represent or warrant that this Option qualifies as such. The Optionee should consult with the Optionee’s own tax advisor regarding the tax effects of this Option and the requirements necessary to obtain favorable income tax treatment under Section 422 of the Code, including, but not limited to, holding period requirements. (NOTE TO OPTIONEE: If the Option is exercised more than three (3) months after the date on which you cease to be an Employee (other than by reason of your death or permanent and total disability as defined in Section 22(e)(3) of the Code), the Option will be treated as a Nonstatutory Stock Option and not as an Incentive Stock Option to the extent required by Section 422 of the Code.)

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(b) Nonstatutory Stock Option . If the Notice so designates, this Option is intended to be a Nonstatutory Stock Option and shall not be treated as an Incentive Stock Option within the meaning of Section 422(b) of the Code.

2.2 ISO Fair Market Value Limitation . If the Notice designates this Option as an Incentive Stock Option , then to the extent that the Option (together with all Incentive Stock Options granted to the Optionee under all stock option plans of the Participating Company Group, including the Plan) becomes exercisable for the first time during any calendar year for shares having a Fair Market Value greater than One Hundred Thousand Dollars ($100,000), the portion of such options which exceeds such amount will be treated as Nonstatutory Stock Options. For purposes of this Section 2.2, options designated as Incentive Stock Options are taken into account in the order in which they were granted, and the Fair Market Value of stock is determined as of the time the option with respect to such stock is granted. If the Code is amended to provide for a different limitation from that set forth in this Section 2.2, such different limitation shall be deemed incorporated herein effective as of the date required or permitted by such amendment to the Code. If the Option is treated as an Incentive Stock Option in part and as a Nonstatutory Stock Option in part by reason of the limitation set forth in this Section 2.2, the Optionee may designate which portion of such Option the Optionee is exercising. In the absence of such designation, the Optionee shall be deemed to have exercised the Incentive Stock Option portion of the Option first. Separate certificates representing each such portion shall be issued upon the exercise of the Option. (NOTE TO OPTIONEE: If the aggregate Exercise Price of the Option (that is, the Exercise Price multiplied by the Number of Option Shares) plus the aggregate exercise price of any other Incentive Stock Options you hold (whether granted pursuant to the Plan or any other stock option plan of the Participating Company Group) is greater than $100,000, you should contact the Chief Financial Officer of the Company to ascertain whether the entire Option qualifies as an Incentive Stock Option.)

All questions of interpretation concerning this Option Agreement shall be determined by the Board. All determinations by the Board shall be final and binding upon all persons having an interest in the Option. Any officer of a Participating Company shall have the authority to act on behalf of the Company with respect to any matter, right, obligation, or election which is the responsibility of or which is allocated to the Company herein, provided the officer has apparent authority with respect to such matter, right, obligation, or election.

4.1 Right to Exercise . Except as otherwise provided herein, the Option shall be exercisable on and after the Date of Option Grant (or if later, the Optionee’s Service commencement date) and prior to the termination of the Option (as provided in Section 6) in an amount not to exceed the number of Vested Shares less the number of shares previously acquired upon exercise of the Option.

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4.2 Method of Exercise . Exercise of the Option shall be by written notice to the Company which must state the election to exercise the Option, the number of whole shares of Stock for which the Option is being exercised and such other representations and agreements as to the Optionee’s investment intent with respect to such shares as may be required pursuant to the provisions of this Option Agreement. The written notice must be signed by the Optionee and must be delivered in person, by certified or registered mail, return receipt requested, by confirmed facsimile transmission, or by such other means as the Company may permit, to the Chief Financial Officer of the Company, or other authorized representative of the Participating Company Group, prior to the termination of the Option as set forth in Section 6, accompanied by full payment of the aggregate Exercise Price for the number of shares of Stock being purchased. The Option shall be deemed to be exercised upon receipt by the Company of such written notice and the aggregate Exercise Price.

4.3 Payment of Exercise Price .

(a) Forms of Consideration Authorized . Except as otherwise provided below, payment of the aggregate Exercise Price for the number of shares of Stock for which the Option is being exercised shall be made (i) in cash, by check, or cash equivalent, (ii) by tender to the Company, or attestation to the ownership, of whole shares of Stock owned by the Optionee having a Fair Market Value (as determined by the Company without regard to any restrictions on transferability applicable to such stock by reason of federal or state securities laws or agreements with an underwriter for the Company) not less than the aggregate Exercise Price, (iii) by means of a Cashless Exercise, as defined in Section 4.3(b), or (iv) by any combination of the foregoing.

(b) Limitations on Forms of Consideration .

(i) Tender of Stock . Notwithstanding the foregoing, the Option may not be exercised by tender to the Company, or attestation to the ownership, of shares of Stock to the extent such tender or attestation would constitute a violation of the provisions of any law, regulation or agreement restricting the redemption of the Company’s stock. The Option may not be exercised by tender to the Company, or attestation to the ownership, of shares of Stock unless such shares either have been owned by the Optionee for more than six (6) months or were not acquired, directly or indirectly, from the Company.

(ii) Cashless Exercise . A “ Cashless Exercise ” means the delivery of a properly executed notice together with irrevocable instructions to a broker in a form acceptable to the Company providing for the assignment to the Company of the proceeds of a sale or loan with respect to some or all of the shares of Stock acquired upon the exercise of the Option pursuant to a program or procedure approved by the Company (including, without limitation, through an exercise complying with the provisions of Regulation T as promulgated from time to time by the Board of Governors of the Federal Reserve System). The Company reserves, at any and all times, the right, in the Company’s sole and absolute discretion, to decline to approve or terminate any such program or procedure.

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4.4 Tax Withholding . At the time the Option is exercised, in whole or in part, or at any time thereafter as requested by the Company, the Optionee hereby authorizes withholding from payroll and any other amounts payable to the Optionee, and otherwise agrees to make adequate provision for (including by means of a Cashless Exercise to the extent permitted by the Company), any sums required to satisfy the federal, state, local and foreign tax withholding obligations of the Participating Company Group, if any, which arise in connection with the Option, including, without limitation, obligations arising upon (i) the exercise, in whole or in part, of the Option, (ii) the transfer, in whole or in part, of any shares acquired upon exercise of the Option, (iii) the operation of any law or regulation providing for the imputation of interest, or (iv) the lapsing of any restriction with respect to any shares acquired upon exercise of the Option. The Company shall have no obligation to deliver shares of Stock until the tax withholding obligations of the Participating Company Group have been satisfied by the Optionee.

4.5 Certificate Registration . Except in the event the Exercise Price is paid by means of a Cashless Exercise, the certificate for the shares as to which the Option is exercised shall be registered in the name of the Optionee, or, if applicable, in the names of the heirs of the Optionee.

4.6 Restrictions on Grant of the Option and Issuance of Shares . The grant of the Option and the issuance of shares of Stock upon exercise of the Option shall be subject to compliance with all applicable requirements of federal, state or foreign law with respect to such securities. The Option may not be exercised if the issuance of shares of Stock upon exercise would constitute a violation of any applicable federal, state or foreign securities laws or other law or regulations or the requirements of any stock exchange or market system upon which the Stock may then be listed. In addition, the Option may not be exercised unless (i) a registration statement under the Securities Act shall at the time of exercise of the Option be in effect with respect to the shares issuable upon exercise of the Option or (ii) in the opinion of legal counsel to the Company, the shares issuable upon exercise of the Option may be issued in accordance with the terms of an applicable exemption from the registration requirements of the Securities Act. THE OPTIONEE IS CAUTIONED THAT THE OPTION MAY NOT BE EXERCISED UNLESS THE FOREGOING CONDITIONS ARE SATISFIED. ACCORDINGLY, THE OPTIONEE MAY NOT BE ABLE TO EXERCISE THE OPTION WHEN DESIRED EVEN THOUGH THE OPTION IS VESTED. The inability of the Company to obtain from any regulatory body having jurisdiction the authority, if any, deemed by the Company’s legal counsel to be necessary to the lawful issuance and sale of any shares subject to the Option shall relieve the Company of any liability in respect of the failure to issue or sell such shares as to which such requisite authority shall not have been obtained. As a condition to the exercise of the Option, the Company may require the Optionee to satisfy any qualifications that may be necessary or appropriate, to evidence compliance with any applicable law or regulation and to make any representation or warranty with respect thereto as may be requested by the Company.

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4.7 Fractional Shares . The Company shall not be required to issue fractional shares upon the exercise of the Option.

The Option may be exercised during the lifetime of the Optionee only by the Optionee or the Optionee’s guardian or legal representative and may not be assigned or transferred in any manner except by will or by the laws of descent and distribution. Following the death of the Optionee, the Option, to the extent provided in Section 7, may be exercised by the Optionee’s legal representative or by any person empowered to do so under the deceased Optionee’s will or under the then applicable laws of descent and distribution.

The Option shall terminate and may no longer be exercised on the first to occur of (a) the Option Expiration Date, (b) the last date for exercising the Option following termination of the Optionee’s Service as described in Section 7, or (c) a Change in Control to the extent provided in Section 8.

7.1 Option Exercisability .

(a) Disability . If the Optionee’s Service with the Participating Company Group terminates because of the Disability of the Optionee, the Option, to the extent unexercised and exercisable on the date on which the Optionee’s Service terminated, may be exercised by the Optionee (or the Optionee’s guardian or legal representative) at any time prior to the expiration of twelve (12) months after the date on which the Optionee’s Service terminated, but in any event no later than the Option Expiration Date.

(b) Death . If the Optionee’s Service with the Participating Company Group terminates because of the death of the Optionee, the Option, to the extent unexercised and exercisable on the date on which the Optionee’s Service terminated, may be exercised by the Optionee’s legal representative or other person who acquired the right to exercise the Option by reason of the Optionee’s death at any time prior to the expiration of twelve (12) months after the date on which the Optionee’s Service terminated, but in any event no later than the Option Expiration Date. The Optionee’s Service shall be deemed to have terminated on account of death if the Optionee dies within three (3) months after the Optionee’s termination of Service.

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(c) Termination After Change in Control . If the Optionee’s Service ceases as a result of Termination After Change in Control (as defined in 7.4(a) below), (i) the Option, to the extent unexercised and exercisable on the date on which the Optionee’s Service terminated, may be exercised by the Optionee (or the Optionee’s guardian or legal representative) at any time prior to the expiration of six (6) months after the date on which the Optionee’s Service terminated, but in any event no later than the Option Expiration Date, and (ii) the Option shall become immediately vested and exercisable in full and the Vested Ratio shall be deemed to be 1/1 as of the date on which the Optionee’s Service terminated.

(d) Other Termination of Service . If the Optionee’s Service with the Participating Company Group terminates for any reason, except Disability, death or Termination After Change in Control, the Option, to the extent unexercised and exercisable by the Optionee on the date on which the Optionee’s Service terminated, may be exercised by the Optionee at any time prior to the expiration of three (3) months (or such other longer period of time as determined by the Board, in its discretion) after the date on which the Optionee’s Service terminated, but in any event no later than the Option Expiration Date.

7.2 Extension if Exercise Prevented by Law . Notwithstanding the foregoing, if the exercise of the Option within the applicable time periods set forth in Section 7.1 is prevented by the provisions of Section 4.6, the Option shall remain exercisable until three (3) months after the date the Optionee is notified by the Company that the Option is exercisable, but in any event no later than the Option Expiration Date.

7.3 Extension if Optionee Subject to Section 16(b) . Notwithstanding the foregoing, if a sale within the applicable time periods set forth in Section 7.1 of shares acquired upon the exercise of the Option would subject the Optionee to suit under Section 16(b) of the Exchange Act, the Option shall remain exercisable until the earliest to occur of (i) the tenth (10th) day following the date on which a sale of such shares by the Optionee would no longer be subject to such suit, (ii) the one hundred and ninetieth (190th) day after the Optionee’s termination of Service, or (iii) the Option Expiration Date.

7.4 Certain Definitions .

(a) “ Termination After Change in Control ” shall mean either of the following events occurring within twenty-four (24) months after a Change in Control:

(i) termination by the Participating Company Group of the Optionee’s Service with the Participating Company Group for any reason other than for Cause (as defined in 7.4(b) below); or

(ii) the Optionee’s resignation for Good Reason (as defined in 7.4(c) below) from all capacities in which the Optionee is then rendering Service to the Participating Company Group within a reasonable period of time following the event constituting Good Reason.

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Notwithstanding any provision herein to the contrary, Termination After Change in Control shall not include any termination of the Optionee’s Service with the Participating Company Group which (1) is for Cause (as defined below); (2) is a result of the Optionee’s death or disability; (3) is a result of the Optionee’s voluntary termination of Service other than for Good Reason; or (4) occurs prior to the effectiveness of a Change in Control.

(b) “ Cause ” shall mean any of the following: (i) the Optionee’s theft, dishonesty, or falsification of any Participating Company documents or records; (ii) the Optionee’s improper use or disclosure of a Participating Company’s confidential or proprietary information; (iii) any action by the Optionee which has a detrimental effect on a Participating Company’s reputation or business; (iv) the Optionee’s failure or inability to perform adequately any reasonable assigned duties as determined by a Participating Company; (v) any violation by the Optionee of any material agreement between the Optionee and a Participating Company, which breach is not cured pursuant to the terms of such agreement or any breach of any material statutory duty to a Participating Company; or (vi) the Optionee’s conviction (including any plea of guilty or nolo contendere) of any felony or crime involving moral turpitude or dishonesty.

(c) “ Good Reason ” shall mean any one or more of the following:

(i) without the Optionee’s express written consent, the relocation of the principal place of the Optionee’s Service to a location that is more than fifty (50) miles from the Optionee’s principal place of Service immediately prior to the date of the Change in Control;

(ii) any failure by the Participating Company Group to pay, or any reduction by the Participating Company Group of the Optionee’s base salary in effect immediately prior to the date of the Change in Control; or

(iii) any failure by the Participating Company Group to (1) continue to provide to the Optionee a package of welfare benefit plans, including, but not limited to, the Participating Company Group’s life, disability, health, dental, medical, savings, profit sharing and retirement plans, that, taken as a whole, provide substantially similar benefits to those to which the Optionee was entitled immediately prior to the Change in Control (except that the Optionee’s contributions may be increased to the extent of any cost increases imposed by third parties) or (2) provide the Optionee with all other fringe benefits (or their equivalent) from time to time in effect for the benefit of any employee of the Participating Company Group.

(a) In the event of a Change in Control, the surviving, continuing, successor, or purchasing corporation or other business entity or parent thereof, as the case may be (the “ Acquiring Corporation ”), may, without the consent of the Optionee, either assume the Company’s rights and obligations under the Option or substitute for the Option a substantially equivalent option for the Acquiring

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Corporation’s stock. In the event of such assumption or substitution, the vesting schedule set forth in the Notice shall accelerate by one full year. The vesting schedule shall be adjusted as follows:

(i) if the Change of Control occurs prior to the Initial Vesting Date, the Initial Vesting Date shall remain unchanged; however, thereafter the daily vesting shall be adjusted so that the remaining 75% of the Stock shall vest daily in 730 equal increments for the two-year period immediately following the Initial Vesting Date, provided that the Optionee provides continuous Service to the Acquiring Corporation or any Participating Company, and the Vested Ratio shall be calculated accordingly;

(ii) if the Change of Control occurs on or after the Initial Vesting Date, all Option Shares vested as of the date of the Change of Control shall remain Vested Shares and, in lieu of the daily vesting schedule that would otherwise be applicable, all shares that were not vested at the time of the Change of Control will vest daily in equal increments from the date of the Change of Control through the date two years after the Initial Vesting Date, provided that the Optionee provides continuous Service to the Acquiring Corporation or any Participating Company, and the Vested Ratio shall be calculated accordingly. Notwithstanding the foregoing, if the Change of Control occurs after the third anniversary of the Initial Vesting Date, then all remaining Option Shares that had not yet vested shall vest at the time of the Change of Control.

(b) In the event the Acquiring Corporation elects not to assume the Company’s rights and obligations under the Option or substitute for the Option in connection with the Change in Control, and provided that the Optionee’s Service has not terminated prior to such date, the Vested Ratio shall be deemed to be 1/1 and all shares acquired upon exercise of the Option shall be Vested Shares as of the date ten (10) days prior to the date of the Change in Control. Any vesting of the Option that was permissible solely by reason of this Section 8 shall be conditioned upon the consummation of the Change in Control. The Option shall terminate and cease to be outstanding effective as of the date of the Change in Control to the extent that the Option is neither assumed or substituted for by the Acquiring Corporation in connection with the Change in Control nor exercised as of the date of the Change in Control. Notwithstanding the foregoing, shares acquired upon exercise of the Option prior to the Change in Control and any consideration received pursuant to the Change in Control with respect to such shares shall continue to be subject to all applicable provisions of this Option Agreement except as otherwise provided herein. Furthermore, notwithstanding the foregoing, if the corporation the stock of which is subject to the Option immediately prior to an Ownership Change Event described in Section 12.1(a)(i) of the Plan constituting a Change in Control is the surviving or continuing corporation and immediately after such Ownership Change Event less than fifty

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percent (50%) of the total combined voting power of its voting stock is held by another corporation or by other corporations that are members of an affiliated group within the meaning of Section 1504(a) of the Code without regard to the provisions of Section 1504(b) of the Code, the Option shall not terminate unless the Board otherwise provides in its discretion.

In the event of any stock dividend, stock split, reverse stock split, recapitalization, combination, reclassification, or similar change in the capital structure of the Company, appropriate adjustments shall be made in the number, Exercise Price and class of shares of stock subject to the Option. If a majority of the shares which are of the same class as the shares that are subject to the Option are exchanged for, converted into, or otherwise become (whether or not pursuant to an Ownership Change Event) shares of another corporation (the “ New Shares ”), the Board may unilaterally amend the Option to provide that the Option is exercisable for New Shares. In the event of any such amendment, the Number of Option Shares and the Exercise Price shall be adjusted in a fair and equitable manner, as determined by the Board, in its discretion. Notwithstanding the foregoing, any fractional share resulting from an adjustment pursuant to this Section 9 shall be rounded down to the nearest whole number, and in no event may the Exercise Price be decreased to an amount less than the par value, if any, of the stock subject to the Option. The adjustments determined by the Board pursuant to this Section 9 shall be final, binding and conclusive.

The Optionee shall have no rights as a stockholder with respect to any shares covered by the Option until the date of the issuance of a certificate for the shares for which the Option has been exercised (as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company). No adjustment shall be made for dividends, distributions or other rights for which the record date is prior to the date such certificate is issued, except as provided in Section 9. If the Optionee is an Employee, the Optionee understands and acknowledges that, except as otherwise provided in a separate, written employment agreement between a Participating Company and the Optionee, the Optionee’s employment is “at will” and is for no specified term. Nothing in this Option Agreement shall confer upon the Optionee any right to continue in the Service of a Participating Company or interfere in any way with any right of the Participating Company Group to terminate the Optionee’s Service as an Employee or Consultant, as the case may be, at any time.

The Optionee shall dispose of the shares acquired pursuant to the Option only in accordance with the provisions of this Option Agreement. In addition, if the Notice designates this Option as an Incentive Stock Option , the Optionee shall (a) promptly notify the Chief Financial Officer of the Company if the Optionee disposes of any of the shares acquired pursuant to the Option within one (1) year after the date the Optionee exercises all or part of the Option or within two (2) years after the Date of Option Grant and (b) provide the Company with a description of the circumstances of such disposition. Until such time as the Optionee disposes of

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such shares in a manner consistent with the provisions of this Option Agreement, unless otherwise expressly authorized by the Company, the Optionee shall hold all shares acquired pursuant to the Option in the Optionee’s name (and not in the name of any nominee) for the one-year period immediately after the exercise of the Option and the two-year period immediately after Date of Option Grant. At any time during the one-year or two-year periods set forth above, the Company may place a legend on any certificate representing shares acquired pursuant to the Option requesting the transfer agent for the Company’s stock to notify the Company of any such transfers. The obligation of the Optionee to notify the Company of any such transfer shall continue notwithstanding that a legend has been placed on the certificate pursuant to the preceding sentence.

The Company may at any time place legends referencing any applicable federal, state or foreign securities law restrictions, and, if applicable, that the shares were acquired upon exercise of an Incentive Stock Option on all certificates representing shares of stock subject to the provisions of this Option Agreement. The Optionee shall, at the request of the Company, promptly present to the Company any and all certificates representing shares acquired pursuant to the Option in the possession of the Optionee in order to carry out the provisions of this Section.

The Optionee hereby agrees that in the event of any underwritten public offering of stock, including an initial public offering of stock, made by the Company pursuant to an effective registration statement filed under the Securities Act, the Optionee shall not offer, sell, contract to sell, pledge, hypothecate, grant any option to purchase or make any short sale of, or otherwise dispose of any shares of stock of the Company or any rights to acquire stock of the Company for such period of time from and after the effective date of such registration statement as may be established by the underwriter for such public offering; provided, however, that such period of time shall not exceed one hundred eighty (180) days from the effective date of the registration statement to be filed in connection with such public offering. The foregoing limitation shall not apply to shares registered in the public offering under the Securities Act.

No shares acquired upon exercise of the Option may be sold, exchanged, transferred (including, without limitation, any transfer to a nominee or agent of the Optionee), assigned, pledged, hypothecated or otherwise disposed of, including by operation of law, in any manner which violates any of the provisions of this Option Agreement, and any such attempted disposition shall be void. The Company shall not be required (a) to transfer on its books any shares which will have been transferred in violation of any of the provisions set forth in this Option Agreement or (b) to treat as owner of such shares or to accord the right to vote as such owner or to pay dividends to any transferee to whom such shares will have been so transferred.

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15.1 Binding Effect . Subject to the restrictions on transfer set forth herein, this Option Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective heirs, executors, administrators, successors and assigns.

15.2 Termination or Amendment . The Board may terminate or amend the Plan or the Option at any time; provided, however, that except as provided in Section 8 in connection with a Change in Control, no such termination or amendment may adversely affect the Option or any unexercised portion hereof without the consent of the Optionee unless such termination or amendment is necessary to comply with any applicable law or government regulation or is required to enable the Option, if designated an Incentive Stock Option in the Notice, to qualify as an Incentive Stock Option. No amendment or addition to this Option Agreement shall be effective unless in writing.

15.3 Notices . Any notice required or permitted hereunder shall be given in writing and shall be deemed effectively given (except to the extent that this Option Agreement provides for effectiveness only upon actual receipt of such notice) upon personal delivery or upon deposit in the United States Post Office, by registered or certified mail, with postage and fees prepaid, addressed to the other party at the address shown below that party’s signature on the Notice or at such other address as such party may designate in writing from time to time to the other party.

15.4 Integrated Agreement . The Notice, this Option Agreement and the Plan constitute the entire understanding and agreement of the Optionee and the Participating Company Group with respect to the subject matter contained herein or therein and supersedes any prior agreements, understandings, restrictions, representations, or warranties among the Optionee and the Participating Company Group with respect to such subject matter other than those as set forth or provided for herein or therein. To the extent contemplated herein or therein, the provisions of the Notice and the Option Agreement shall survive any exercise of the Option and shall remain in full force and effect.

15.5 Applicable Law . This Option Agreement shall be governed by the laws of the State of California as such laws are applied to agreements between California residents entered into and to be performed entirely within the State of California.

15.6 Counterparts . The Notice may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

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STOCK OPTION EXERCISE NOTICE

Kintera, Inc.

Attention: Chief Financial Officer

9605 Scranton Rd., Suite 240

San Diego, CA 92121

Ladies and Gentlemen:

1. Option . I was granted an option (the “ Option ”) to purchase shares of the common stock (the “ Shares ”) of Kintera, Inc. (the “ Company ”) pursuant to the Company’s 2003 Equity Incentive Plan (the “ Plan ”), my Notice of Grant of Stock Option (the “ Notice ”) and my Stock Option Agreement (the “ Option Agreement ”) as follows:

2. Exercise of Option . I hereby elect to exercise the Option to purchase the following number of Shares:

3. Payments . I enclose payment in full of the total exercise price for the Shares in the following form(s), as authorized by my Option Agreement:

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4. Tax Withholding . Subject to the Option Agreement, I authorize payroll withholding and otherwise will make adequate provision for the federal, state, local and foreign tax withholding obligations of the Company, if any, in connection with the Option.

5. Optionee Information .

6. Notice of Disqualifying Disposition . If the Option is an Incentive Stock Option, I agree that I will promptly notify the Chief Financial Officer of the Company if I transfer any of the Shares within one (1) year from the date I exercise all or part of the Option or within two (2) years of the Date of Option Grant.

7. Binding Effect . I agree that the Shares are being acquired in accordance with and subject to the terms, provisions and conditions of the Option Agreement, to all of which I hereby expressly assent. This Agreement shall inure to the benefit of and be binding upon the my heirs, executors, administrators, successors and assigns.

I understand that I am purchasing the Shares pursuant to the terms of the Plan, the Notice and my Option Agreement, copies of which I have received and carefully read and understand.

Receipt of the above is hereby acknowledged.

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Exhibit 10.6

FIFTH AMENDMENT TO OFFICE LEASE

THIS FIFTH AMENDMENT TO OFFICE LEASE (this “ Amendment ”) is made and effective as of December 1, 2006 (the “ Effective Date ”) by and between MAGUIRE PROPERTIES-SAN DIEGO TECH CENTER, LLC, a Delaware limited liability company (“ Landlord ”), and KINTERA, INC., a Delaware corporation (“ Tenant ”).

RECITALS

A. Landlord is the owner of that certain improved real property located at 9605 Scranton Road Drive, San Diego, California (referred to herein alternatively as “ Building 1 ” or the “ Building ”). Building 1 is a part of that certain project, with all common areas and appurtenant parking facilities, commonly known as the “San Diego Tech Center” (the “ Project ”).

B. San Diego Tech Center, LLC, a Delaware limited liability company (“ SDTC ”), predecessor-in-interest to Calwest (defined below), as landlord, and Tenant, as tenant, entered into that certain Office Building Lease dated as of August 7, 2000 (the “ Original Lease ”), as amended by (i) that certain First Amendment to Lease dated November 1, 2000 (the “ First Amendment ”) by and between Calwest Industrial Properties, LLC (“ Calwest ”), successor-in-interest to SDTC and predecessor-in-interest to Landlord, as landlord, and Tenant, as tenant, (ii) that certain Second Amendment to Lease dated June 24, 2002 (the “ Second Amendment ”) by and between Calwest, as landlord, and Tenant, as tenant, (iii) that certain Third Amendment to Lease dated February 13, 2004 (the “ Third Amendment ”) by and between Calwest, as landlord, and Tenant, as tenant, and (iv) that certain Fourth Amendment to Lease dated April 1, 2005 (the “ Fourth Amendment ”) by and between Calwest, as landlord, and Tenant, as tenant. The Original Lease as amended by the First Amendment, the Second Amendment, the Third Amendment and the Fourth Amendment are collectively referred to herein as the “ Lease ”.

C. Pursuant to the Lease, Tenant has certain rights to use and occupy (i) that certain premises consisting of all of the second (2nd) Floor of the Building consisting of approximately 20,543 rentable square feet (approximately 18,345 usable square feet) (the “ Second Floor Premises ”) as more particularly shown on Exhibit “A-1”, attached hereto, and (ii) that certain premises consisting of a portion of the sixth (6th) Floor of the Building commonly known as Suites 600 and 620 and consisting of approximately 9,769 rentable square feet (approximately 8,822 usable square feet) (the “ Sixth Floor Premises ”) (collectively, the “ Existing Premises ”), all as more particularly described in the Lease.

D. The Lease is scheduled to expire on February 28, 2007 (the “ Scheduled Expiration Date ”).

E. Landlord and Tenant hereby desire by this Amendment to (i) surrender to Landlord the Sixth Floor Premises on or before the Sixth Floor Premises Termination Date (defined in Section 1.1, below) and (ii) add to the Premises that certain space in the Building commonly known as Suite 310 consisting of approximately 7,350 rentable square feet (approximately 6,608 usable square feet) (the “ Suite 310 Premises ”) as more particularly shown on Exhibit “A-2”, attached hereto, (iii) extend the Term of the Lease, and (iv) further amend the Lease upon and subject to each of the terms, conditions, and provisions set forth herein.

F. All capitalized terms used herein without definition are defined as set forth in the Lease.

NOW, THEREFORE, in consideration of the Recitals set forth above, the agreements set forth below and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Landlord and Tenant hereby agree as follows:

1. Amendment .

     1.1 Termination of Tenant’s Lease of the Sixth Floor Premises . Tenant agrees that Tenant shall vacate and surrender the Sixth Floor Premises to Landlord in the condition required by Section 10.2 of the Original Lease on or before the Sixth Floor Premises Termination Date (defined below); provided, however, that notwithstanding the foregoing (and notwithstanding anything to the contrary contained in the Lease), (a) Tenant shall have no obligation to replace any walls that Tenant has previously removed from the Premises with the consent of Landlord and (b) Tenant shall have no obligation under this Section 1.1 (or under Section 10.2 of the Original Lease) to remove from the Sixth Floor Premises any Alterations (other than any Alterations which are of an extraordinary nature (such as fountains, raised computer flooring, fish tanks, etc.) which would likely be unusable by a subsequent office tenant of the Sixth Floor Premises). Notwithstanding anything to the contrary contained herein, in the event that Tenant does not vacate and surrender the Sixth Floor Premises to Landlord on or before the Sixth Floor Premises Termination Date, then such tenancy shall be deemed a “holdover tenancy” subject to the provisions of Section 30.10 of the Original Lease (as amended by Section 1.11 below), including, without limitation, the obligation of Tenant to pay to Landlord “holdover” Rent with respect to the Sixth Floor Premises. Following the Sixth Floor Premises Termination Date, neither Landlord nor Tenant shall have any further rights or obligations under the Lease with respect to the Sixth Floor Premises, other than any rights or obligations applicable to the Sixth Floor Premises which by their terms survive the expiration or earlier termination of the Lease (including, without limitation, Tenant’s obligations under Section 30.10 of the Original Lease and under this Section 1.1), and the Sixth Floor Premises shall be deleted from the “Premises” demised under the Lease. The “ Sixth Floor Premises Termination Date ” means the date that is ten (10) business days following the Substantial Completion Date (defined below).

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1.2 Addition of Suite 310 Premises .

      (a) Commencing on the Suite 310 Premises Commencement Date (as defined below), the Suite 310 Premises shall be added to the Premises, and following the Suite 310 Premises Commencement Date, all references in the Lease to “Premises” shall include the Suite 310 Premises. The “ New Rent Commencement Date ” means the date that is five (5) days (including a weekend) after the earlier to occur of (i) the Substantial Completion Date (defined below) or (ii) the Outside Start Date (defined below). The “ Substantial Completion Date ” means the date on which Substantial Completion of all of the Fifth Amendment Tenant Improvements (as defined in the Work Letter attached hereto as Exhibit “ B ” (the “ Work Letter ”)) occurs; provided, however, that if Landlord is delayed in achieving Substantial Completion of the Fifth Amendment Tenant Improvements by reason of any Tenant Delay (defined in the Work Letter), the Substantial Completion Date shall be deemed to occur on the date that Substantial Completion of the Fifth Amendment Tenant Improvements would have occurred had the Tenant Delay(s) not occurred. The “ Outside Start Date ” means October 1, 2007; provided, however, that the Outside Start Date shall be extended on a day for day basis for each day of Landlord Delay (defined in the Work Letter) that occurs. Any disputes between the parties as to the date upon which the Substantial Completion Date or the Outside Start Date would have occurred had Tenant Delay(s) or Landlord Delay(s), as applicable, not occurred shall be resolved by means of arbitration pursuant to Section 30.18 of the Lease.

      (b) The term of Tenant’s lease of the Suite 310 Premises (the “ Suite 310 Premises Term ”) shall commence on the New Rent Commencement Date and shall expire on the Extended Term Expiration Date

      (c) Following the New Rent Commencement Date, all references in the Lease to the “Premises” shall mean and refer to the Second Floor Premises and the Suite 310 Premises, collectively, and the “Premises” shall consist of a total of approximately 27,893 rentable square feet in the aggregate.

1.3 Extension of Term . Landlord and Tenant hereby agree to extend the Term of the Lease for an additional period (the “ Extended Term ”) commencing on March 1, 2007 (the “ Extended Term Commencement Date ”) and continuing through the last day of the calendar month in which the date that is sixty (60) months after the New Rent Commencement Date occurs (the “ Extended Term Expiration Date ”).

1.4 Rent .

       (a) Prior to Substantial Completion . During the portion of the Term commencing on the date (the “ Execution Date ”) on which Tenant shall deliver a copy of an executed counterpart of this Agreement to Landlord and continuing through and including the New Rent Commencement Date (including any portion of the Extended Term prior to the New Rent Commencement Date), Tenant shall continue to pay to Landlord Rent with respect to the Premises in the amounts required and in the manner required under the Lease (and Rent shall be payable during each month (or partial month) after the Scheduled Expiration date and prior to the New Rent Commencement Date at the same monthly rate that Rent is payable with respect to the month in which the Scheduled Expiration Date occurs (i.e., the Rent for February, 2007, which is set forth in the Lease)).

      (b) Second Floor Premises . Commencing on the New Rent Commencement Date and continuing through the Extended Term, the Rent payable with respect to the Second Floor Premises shall be as follows and shall be payable in accordance with and subject to the procedures set forth in Article 4 of the Original Lease:

* Month 1 commences on the New Rent Commencement Date. In the event that the New Rent Commencement Date shall occur on a day other than the first day of any calendar month, Months 1 – 12 shall include the partial calendar month during which the New Rent Commencement Date occurs together with the following twelve (12) full calendar months (such that, by way of example, if the New Rent Commencement Date were to occur on March 21, 2007, Months 1—12 would begin on March 21, 2007 and end on March 31, 2008, and thirteen (13) payments of Monthly Rent (one of which would be prorated) would be payable with respect to Months 1 – 12).

** Monthly Rents set forth above escalate at an annual rate of 3%. Monthly Rent Rates set forth above also escalate at an annual rate of 3% but have been rounded to the nearest cent.

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      (c) Suite 310 Premises . Commencing on the New Rent Commencement Date and continuing through the Extended Term, the Rent payable with respect to the Suite 310 Premises shall be as follows and shall be payable in accordance with and subject to the procedures set forth in Article 4 of the Original Lease:

* Month 1 commences on the New Rent Commencement Date. In the event that the New Rent Commencement Date shall occur on a day other than the first day of any calendar month, months 1 – 12 shall include the partial calendar month during which the New Rent Commencement Date occurs together with the following twelve (12) full calendar months (such that, by way of example, if the New Rent Commencement Date were to occur on March 21, 2007, Months 1 – 12 would begin on March 21, 2007 and end on March 31, 2008, and thirteen (13) payments of Monthly Rent (one of which would be prorated) would be payable with respect to Months 1 – 12).

** Monthly Rents set forth above escalate at an annual rate of 3%. Monthly Rent Rates set forth above also escalate at an annual rate of 3% but have been rounded to the nearest cent.

1.5 Additional Charges . During the Term (as extended by the Extended Term), Tenant shall continue to pay to Landlord as Additional Charges, Tenant’s Building Share of Excess Building Expenses and Tenant’s Project Share of Excess Project Expenses, all in accordance with the provisions of the Lease, as amended hereby.

      (a) Extended Term Base Year . Effective as of the Extended Term Commencement Date, the Base Year set forth in (i) Item 6(c) of the Basic Lease Terms of Original Lease shall be amended from “2001” to “the calendar year 2007 (ii) Section 5.1(i) of the Original Lease shall be amended from “the period from January 1, 2001 through December 31, 2001” to “the period from January 1, 2007 through December 31, 2007”, and (iii) Section 5.1(j) of the Original Lease shall be amended from “the period from January 1, 2002 through December 31, 2002” to “the period from January 1, 2008 through December 31, 2008”.

       (b) The parties hereto agree that, during the portion of the Term commencing on the Execution Date and continuing through and including the New Rent Commencement Date (including any portion of the Extended Term prior to New Rent Commencement Date), calculation of Tenant’s Building Share of Excess Building Expenses and Tenant’s Project Share of Excess Project Expenses shall be based on the Tenant’s Building Share and Tenant’s Project Share, respectively, as set forth in the Lease (prior to this Amendment), notwithstanding that Tenant may be occupying premises within the Building and Project that does not compute to Tenant’s Building Share or Tenant’s Project Share (as set forth in the Lease, prior to this Amendment)

      (c) The parties hereto acknowledge and agree that, commencing on the New Rent Commencement Date, (i) the Tenant’s Building Share (as set forth in Section 5.1(e) of the Original Lease) shall mean 17.52% (27,893 rsf/159,165 rsf) and (ii) the Tenant’s Project Share (as set forth in Section 5.1(f) of the Original Lease) shall mean 4.31% (27,893 rsf/647,229 rsf).

      (d) Additional Expense Exclusions . In connection with the amendments to the Lease set forth in Section 1.5(e), below, it is hereby agreed that, from and after the Execution Date, for purposes of determining amounts payable by Tenant under Article 5 of the Original Lease (as amended hereby), (i) no portion of the Building Utility Costs (defined below) shall be included in Building Operating Expenses and (ii) no portion of the Project Utility Costs (defined below) be included in Building Expenses.

      (e) Utility Costs . Notwithstanding anything to the contrary in the Lease, commencing on the New Rent Commencement Date, Tenant’s pro rata share of all Utility Costs (defined below) allocable to the Premises shall be billed by Landlord to Tenant as a separate cost item (rather than as part of Building Expenses and Project Expenses). Accordingly, the parties hereto agree that commencing on the New Rent Commencement Date and continuing through the Extended Term, in addition to paying Rent and Tenant’s Building Share and Tenant’s Project Share of Building Expenses and Project Expenses allocable to the Premises, Tenant shall pay to Landlord, as Additional Charges, Tenant’s pro rata share of Utility Costs. Tenant’s pro rata share of Utility Costs shall be payable on a monthly basis, on the first day of each calendar month, in an amount reasonably estimated by Landlord (and as of the date hereof, Landlord’s estimate of amounts payable by Tenant for its pro rata share of Utility Costs is $2.76 per rentable square foot per annum (i.e., approximately $0.23 per rentable square foot per month). Landlord may, from time to time, by written notice to Tenant, revise its estimate for the Tenant’s pro rata share of Utility Costs, and thereafter all subsequent payments by Tenant under this Section 1.5(e) shall be based on such revised estimate. Subject to applicable Laws, all decisions with respect to Utility Services and the costs thereof, including, without limitation, with respect to the method and manner by which all Utility

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Services shall be billed and provided in the Building and the Project, the allocation of the costs of Utility Services between Building Utility Costs (defined below), Project Utility Costs (defined below) and other buildings of the Project and the allocation of the cost of Utility Services (defined below) between tenants or occupants of the Project (including, without limitation, based upon studies which allocate utility usages among the tenants or occupants of the Building or the Project based upon the estimated use by the respective tenants or occupants), shall be made by Landlord in good faith, acting consistently with Institutional Owner Practices (defined below); provided that, in no event shall Tenant be responsible for any Utility Costs that are attributable to any Utility Services provided to any other Tenant within the Building or Project (which is simultaneously not being provided to Tenant). Notwithstanding anything to the contrary in this Section 1.5, Landlord shall have the right at any time, upon not less than thirty (30) days prior written notice to Tenant, to separately meter the Premises (or any portion thereof) for any of Tenant’s utilities, and thereafter Tenant shall pay to Landlord as Additional Charges the cost of such Utility Services provided to the Premises (or the applicable portion thereof) as reflected by such meter, and such amounts as are so paid by Tenant to Landlord for such Utility Services shall, for purposes hereof, not be included in Building Expenses (or Project Expenses) or Utility Costs. As used herein, (i) “ Utility Costs ” means the sum of Building Utility Costs and Project Utility Costs, (ii) “ Building Utility Costs ” means the cost of providing Utility Services to the Building; provided, however, that Building Utility Costs shall be adjusted by Landlord for each expense year during which actual occupancy of the Building is less than one hundred percent (100%) of the Rentable Area of the Building in accordance with sound accounting principles, to reflect one hundred percent (100%) occupancy of the existing rentable area of the Building during such period, (iii) “ Project Utility Costs ” means the cost of providing Utility Services to the Project (other than to any building included in the Project); provided, however, that Project Utility Costs shall be adjusted by Landlord for each expense year during which actual occupancy of the Project is less than one hundred percent (100%) of the Rentable Area of the Project in accordance with sound accounting principles, to reflect one hundred percent (100%) occupancy of the existing rentable area of the Project during such period, (iv) “ Utility Services ” means, all utilities provided to the Building or Project, including, without limitation, electricity, fuel, gas, water and similar utility services, and (v) “ Institutional Owner Practices ” means practices which are consistent with the practices of the majority of the institutional owners of institutional grade first-class office projects in San Diego County, California.

1.6 Landlord’s Construction of the Fifth Amendment Tenant Improvements; Condition of the Premises; Coordination of Construction .

      (a) Landlord’s sole construction obligation in connection with this Amendment is as set forth in the Work Letter. The parties acknowledge that except as specifically provided otherwise in the Work Letter (or in this Amendment), Landlord shall have no obligation, (i) to make any improvements, alterations or other modifications to the Suite 310 Premises or the Second Floor Premises, or (ii) to provide Tenant any allowance, rent credit or abatement in connection with Tenant’s entering into this Amendment.

       (b) Landlord shall cause the Fifth Amendment Tenant Improvements to be constructed in the following order, (i) first, the Suite 310 Tenant Improvements (defined below) and (ii) second, the Second Floor Tenant Improvements (defined below). As used herein, (A) “ Suite 310 Tenant Improvements ” means the Fifth Amendment Tenant Improvements to be constructed in the Suite 310 Premises pursuant to the Work Letter and (B) “ Second Floor Tenant Improvements ” means the Fifth Amendment Tenant Improvements to be constructed in the Second Floor Premises pursuant to the Work Letter.

       (c) For purposes of coordinating and facilitating the construction by Landlord of the Fifth Amendment Tenant Improvements, Landlord shall permit Tenant to occupy and use the Suite 310 Premises during the period (the “ Suite 310 Beneficial Occupancy Period ”) after the Suite 310 Substantial Completion Date (defined below) and prior to the New Rent Commencement Date. During the Suite 310 Beneficial Occupancy Period, each and every term of the Lease (as amended hereby) shall apply to Tenant’s use and occupancy of the Suite 310 Premises (and for the avoidance of doubt, the parties hereto acknowledge and agree that, notwithstanding Tenant’s use and occupancy of the Suite 310 Premises prior to the New Rent Commencement Date, (A) Tenant’s obligation to pay Rent with respect to the Premises shall, at all times prior to the New Rent Commencement Date, be governed by Sections 1.4(a) and 1.5(b) above and (B) as provided in Section 1.5(b) above, neither Tenant’s Building Share nor Tenant’s Project Share shall be modified prior to the New Rent Commencement Date. As used herein the “ Suite 310 Substantial Completion Date ” means the date upon which Substantial Completion of the Suite 310 Tenant Improvements occurs.

       (d) In consideration of Landlord’s agreement (as set forth above) to allow Tenant to occupy and use the Suite 310 Premises during the Suite 310 Premises Beneficial Occupancy Period, for purposes of coordinating and facilitating the construction by Landlord of the Fifth Amendment Tenant Improvements, Tenant hereby agrees, promptly following the Suite 310 Substantial Completion Date and continuing through the Second Floor Substantial Completion Date, Tenant shall vacate a portion of the Second Floor Premises to be reasonably and jointly designated by Landlord and Tenant. As used herein, “ Second Floor Substantial Completion Date ” means the date upon which Substantial Completion of the Second Floor Tenant Improvements occurs.

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       (e) The parties hereto acknowledge and agree that Tenant shall remain in occupancy of the Premises (or portions thereof) during the construction of the Fifth Amendment Tenant Improvements, that Landlord’s construction of the Fifth Amendment Tenant Improvements within the Premises (or portions thereof) shall not be deemed a constructive eviction of Tenant and that, during the construction of the Fifth Amendment Tenant Improvements, there may be a loss of utility services to Premises (or portions thereof) and that from time to time during construction of the Fifth Amendment Tenant Improvements, Landlord may turn off some or all of the utilities services to the Premises (or portions thereof) at reasonable times, upon at least forty-eight (48) hours prior written notice (or at any time and with no prior notice with respect to any portion of the Premises which, at such time, is not occupied by Tenant), and Tenant acknowledges and agrees that neither Landlord nor its contractor shall be liable for any damage to, loss of or interference with Tenant’s equipment or operations in the Premises on account of the construction of the Fifth Amendment Tenant Improvements. Landlord shall use commercially reasonable efforts, consistent with Institutional Owner Practices, to (i) if required to turn off utility services to the Premises, to use commercially reasonable efforts to turn such services off during non-business hours, (ii) minimize any adverse impact on Tenant’s use of and access to the Premises and Tenant’s business operations in the Premises in connection with Landlord’s construction of the Fifth Amendment Tenant Improvements, and (iii) in the event of any loss of utility services to the Premises in connection with the construction of the Tenant Improvements, to restore such utility services as promptly as practicable. Tenant hereby acknowledges and agrees that the Fifth Amendment Tenant Improvements together with any other improvements, modifications or alterations performed by Tenant during the Term (as extended hereby) shall be subject to the provisions of the Lease.

1.7 Additional Allowance . Landlord agrees that, subject to the terms and conditions of this Section 1.7, Landlord shall provide an additional allowance (the “ Additional Allowance ”) in an amount equal to $436,246.52, in immediately available funds by wire transfer (to coordinates to be provided by Tenant) on or before December 27, 2006. In the event that (a) Landlord fails to deliver to Tenant the Additional Allowance payable to Tenant hereunder on or before December 27, 2006, (b) Tenant provides Landlord with notice of such failure (c) and such failure continues through the earlier to occur of (i) 4:30 p.m. on December 29, 2006 or (ii) the end of the second business day following the date of such notice, then at the election of Tenant exercisable by delivery of notice to Landlord, this Amendment shall be null and void. The Additional Allowance shall be payable by Landlord to Tenant upon Landlord’s execution and delivery of this Amendment. The Additional Allowance may be used by Tenant for improvement of the Premises or any other purpose desired by Tenant.

1.8 Intentionally Omitted

1.9 Additional Amendments to Lease .

       (a) Amendment of Original Lease Section 6.1 (Security Deposit) . Section 6.1 of the Original Lease is hereby amended by inserting the following at the end of that Section: “Tenant hereby waives the provisions of Section 1950.7 of the California Civil Code, and all other provisions of Law, now or hereinafter in force, which restricts the amount or types of claim that a landlord may make upon a security deposit or imposes upon a landlord (or its successors) any obligation with respect to the handling or return of security deposits.”

       (b) Amendment of Section 16 (Insurance) . Section 16 of the Lease is hereby amended as described in Exhibit “C” attached hereto.

       (c) Addition of Section 17.5 (Exclusive Remedy) . A new Section 17.5 is hereby added to the Original Lease as follows:

“17.5 Exclusive Remedy . This Article 17 shall be Tenant’s sole and exclusive remedy in the event of a taking. Each party hereby waives the provisions of Sections 1265.130 and 1265.150 of the California Code of Civil Procedure and the provisions of any successor or other law of like import.”

       (d) Amendment of Section 20.5 (Events of Default By Landlord) . Section 20.5 of the Original Lease is hereby amended by inserting the following at the end of that Section: “Subject to the remaining provisions of this Lease, following the occurrence of any such default, Tenant shall have the right to pursue any remedy available under Law for such default by Landlord; provided, however, that in no case shall Tenant have any right to terminate this Lease on account of any such default.”

       (e) Updated Addresses . Landlord’s addresses for notices and payments of Rent and Additional Charges are hereby updated in accordance with Exhibit “D” attached hereto.

       (f) Parking . Effective as of the New Rent Commencement Date, Tenant shall have the right to lease from Landlord Ninety-Eight (98) unreserved parking privileges at no charge to Tenant during the Extended Term. Subject to availability, as determined by Landlord in its non-discriminatory, good faith discretion, Landlord will provide Tenant with additional unreserved parking privileges at the Project.

2. Confidentiality . Tenant agrees that (i) the terms and provisions of the Lease as amended by this Amendment (collectively, “ Terms and Provisions ”), are confidential and constitute proprietary

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information of Landlord and (ii) it shall not disclose, and it shall cause its partners, officers, directors, shareholders, employees, brokers and attorneys to not disclose (unless required by law (including, without limitation, under any SEC requirements) and/or a court of competent jurisdiction) any of the Terms and Provisions to any other person (except its attorneys) without first obtaining the prior written consent of Landlord, which may be withheld in Landlord’s sole discretion; provided, however that Landlord shall not unreasonably withhold its consent with respect to a request by Tenant to disclose the Terms and Provisions to Tenant’s representatives, agents and lenders for any good faith business purpose of Tenant (where such disclosure is reasonably limited to the extent of such good faith business purpose). Other than as consented to in writing by Landlord pursuant to this Section 2, the disclosure of the Terms and Provisions by Tenant or any of Tenant’s employees or agents to any other person shall constitute a breach of the Lease.

3. Brokers . Tenant warrants and represents to Landlord that Tenant has had no dealings with any brokers or agents in negotiating and consummating this Amendment, except for Maguire Properties, L.P., representing Landlord (“ Broker ”). Except for Broker, Tenant and Landlord shall each indemnify, defend and hold the other party free and harmless against any claim, cost, obligation, damage, liability or expense (including attorney’s fees) suffered or incurred by the other party by reason of any claim asserted by any other broker or party in connection with this Amendment.

4. Execution and Enforcement .

       4.1 Limitation of Liability

            (a) Landlord’s Lease Undertakings . Notwithstanding anything to the contrary contained in this Amendment, the Lease or in any exhibits, riders or addenda hereto attached (collectively the “ Lease Documents ”), it is expressly understood and agreed by and between the parties hereto that: (i) the recourse of Tenant or its successors or assigns against Landlord (and the liability of Landlord to Tenant, its successors and assigns) with respect to (A) any actual or alleged breach or breaches by or on the part of Landlord of any representation, warranty, covenant, undertaking or agreement contained in any of the Lease Documents or (B) any matter relating to Tenant’s occupancy of the Premises (collectively, “ Landlord’s Lease Undertakings ”) shall be limited solely to an amount equal to the lesser of (x) Landlord’s equity interest in Building 1 and (y) the equity interest Landlord would have in Building 1 if Building 1 were encumbered by independent secured financing equal to eighty percent (80%) of the value of Building 1; (ii) Tenant shall have no recourse against any other assets of Landlord or its officers, directors or shareholders; and (iii) except to the extent of Landlord’s interest in Building 1, no personal liability or personal responsibility of any sort with respect to any of Landlord’s Lease Undertakings or any alleged breach thereof is assumed by, or shall at any time be asserted or enforceable against, Landlord or Maguire Properties, L.P., or against any of their respective directors, officers, shareholders, members, employees, agents, constituent partners, beneficiaries, trustees or representatives, and (iv) at no time shall Landlord be responsible or liable to Tenant for any lost profits, lost economic opportunities or any form of consequential damage as the result of any actual or alleged breach by Landlord of Landlord’s Lease Undertakings.

            (b) Notwithstanding anything to the contrary contained in the Lease Documents, it is expressly understood and agreed by and between the parties hereto that no personal liability or personal responsibility of any sort with respect to any of Tenant’s obligations under the Lease or any alleged breach thereof is assumed by, or shall at any time be asserted or enforceable against, Tenant’s directors, officers, shareholders, members, employees, agents, constituent partners, beneficiaries, trustees or representatives.

      4.2 Authority . Each individual executing this Amendment on behalf of Tenant and Landlord hereby covenants and warrants that the respective party has full right and authority to enter into this Amendment and that the person signing on behalf of such party is authorized to do so.

      4.3 Entire Agreement; Remainder of Lease to Continue in Effect . The Lease, as amended by this Amendment, contains all of the agreements of the parties hereto with respect to any matter covered or mentioned in this Amendment. No prior agreement, understanding, or representation pertaining to any such matter shall be effective for any purpose. Except as amended hereby, the Lease, as hereby amended, shall in all other particulars, terms and conditions remain in full force and effect and is hereby ratified and confirmed by the parties hereto; in the event of any inconsistency between said Lease, as amended, and this Amendment, the provisions of this Amendment shall prevail. It is acknowledged that no changes other than those herein specifically set forth have been made.

      4.4 Counterparts . This Amendment may be executed in counterparts each of which shall be deemed as an original, but all of which taken together shall constitute one and the same document.

      4.5 Governing Law; Attorneys Fees . The parties hereby agree that (a) the Lease, as amended hereby, shall be governed by and construed in accordance with the laws of the State of California (without regard to its conflict of laws principles) and (b) that the terms and conditions of Section 30.17 shall apply to this Amendment.

[Signatures Appear on Next Page]

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IN WITNESS WHEREOF, Landlord and Tenant have executed this Amendment as of the date first written above.

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EXHIBIT “A-1”

DEPICTION OF THE SECOND FLOOR PREMISES

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EXHIBIT “A-2”

DEPICTION OF THE SUITE 310 PREMISES

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EXHIBIT “B”

WORK LETTER

[attached]

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Exhibit “C”

UPDATED INSURANCE REQUIREMENTS

Section 16 of the Lease is hereby amended as follows.

“16.1 Property Insurance .

(a) At all times during the Term of this Lease, Tenant shall procure and maintain, at its sole expense, “All-Risk” (and to the extent required by Landlord and consistent with Institutional Owner Practices, sprinkler leakage and/or flood) property insurance, in an amount not less than one hundred percent (100%) of replacement cost covering (i) all leasehold and tenant improvements in and to the Premises (including, without limitation, any existing leasehold improvements, and any Alterations); (ii) all floor and wall coverings; and (iii) Tenant’s office furniture, business and personal trade fixtures, equipment, furniture system and other personal property from time to time situated in the Premises. The proceeds of such insurance shall be used for the repair and replacement of the property so insured, except that if not so applied or if this Lease is terminated following a casualty, the proceeds applicable to the leasehold improvements shall be paid to Landlord and the proceeds applicable to Tenant’s personal property shall be paid to Tenant.

(b) At all times during the Term of this Lease, Tenant shall procure and maintain business interruption insurance in such amount as will reimburse Tenant for direct or indirect loss of earnings attributable to all perils insured against in Section 16.1(b) for a period of not less than twelve (12) months.”

“per occurrence and a general aggregate limit of at least $2,000,000, and Tenant shall provide in addition excess liability insurance on a following form basis, with overall limits of at least $5,000,000”.

“16.6 Waiver of Subrogation . Landlord and Tenant each hereby releases the other, and waives its entire right of recovery against the other for any direct or consequential loss or damage arising out of or incident to the perils covered by the property insurance policy or policies carried by, or required to be carried by, the waiving party pursuant to this Lease (including deductible amounts), whether or not such damage or loss may be attributable to the negligence of either party or their agents, invitees, contractors, or employees. Each insurance policy carried by either Landlord or Tenant in accordance with this Lease shall include a waiver of the insurer’s rights of subrogation to the extent necessary.”

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EXHIBIT “D”

UPDATED ADDRESSES

“11. Notices to Landlord shall be sent to :

Maguire Properties-San Diego Tech Center, LLC

c/o Maguire Properties, L.P.

333 South Grand Avenue, Suite 400

Los Angeles, California 90071

Attn: Senior Vice President Leasing

With a copy to:

Paul, Hastings, Janofsky & Walker LLP

515 South Flower Street, 25th Floor

Los Angeles, CA 90071-2228

Attn: Patrick A. Ramsey, Esq.

FAX: (213) 627 0705

Landlord’s Address for Payments shall be :

Maguire Properties – San Diego Tech Center, LLC

Unit F

P.O. Box 51919

Los Angeles, California 90051-6219

If by wire transfer:

U.S. Bank, San Diego Main Branch,

600 W Broadway #100, San Diego, CA 92101

ABA #: 122-235-821

Account #: 153454490720

Account Name: Maguire Properties-San Diego Tech Center, LLC Lockbox

Reference: Kintera/Building 1”

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Exhibit 10.7

SIXTH AMENDMENT TO OFFICE LEASE

THIS SIXTH AMENDMENT TO OFFICE LEASE (this “Amendment”) is made and effective as of December 22, 2006 (the “Effective Date”) by and between MAGUIRE PROPERTIES-SAN DIEGO TECH CENTER, LLC, a Delaware limited liability company (“Landlord”), and KINTERA, INC., a Delaware corporation (“Tenant”).

RECITALS

A. Landlord is the owner of that certain improved real property located at 9605 Scranton Road Drive, San Diego, California (referred to herein alternatively as “Building 1” or the “Building”). Building 1 is a part of that certain project, with all common areas and appurtenant parking facilities, commonly known as the “San Diego Tech Center” (the “Project”).

B. San Diego Tech Center, LLC, a Delaware limited liability company ( “SDTC” ), predecessor-in-interest to Calwest (defined below), as landlord, and Tenant, as tenant, entered into that certain Office Building Lease dated as of August 7, 2000 (the “Original Lease” ), as amended by (i) that certain First Amendment to Lease dated November 1, 2000 (the “First Amendment”) by and between Calwest Industrial Properties, LLC (“Calwest”), successor-in-interest to SDTC and predecessor-in-interest to Landlord, as landlord, and Tenant, as tenant, (ii) that certain Second Amendment to Lease dated June 24, 2002 (the “Second Amendment”) by and between Calwest, as landlord, and Tenant, as tenant, (iii) that certain Third Amendment to Lease dated February 13, 2004 (the “Third Amendment”) by and between Calwest, as landlord, and Tenant, as tenant, (iv) that certain Fourth Amendment to Lease dated April 1, 2005 (the “Fourth Amendment”) by and between Calwest, as landlord, and Tenant, as tenant, and (v) that certain Fifth Amendment to Lease dated December 1, 2006 (the “Fifth Amendment”) by and between Landlord, as landlord, and Tenant, as tenant. The Original Lease as amended by the First Amendment, the Second Amendment, the Third Amendment, the Fourth Amendment and the Fifth Amendment are collectively referred to herein as the “Lease” .

C. Pursuant to the Lease, Tenant has certain rights to use and occupy (i) that certain premises consisting of all of the second (2nd) Floor of the Building consisting of approximately 20,543 rentable square feet (approximately 18,345 usable square feet) (the “Second Floor Premises”), as more particularly described in the Fifth Amendment and (ii) that certain premises consisting of a portion of the third floor of the Building commonly known as Suite 310 and consisting of approximately 7,350 rentable square feet (approximately 6,608 usable square feet) (the “Suite 310 Premises”), as more particularly described in the Fifth Amendment. The Second Floor Premises and the Suite 310 Premises may from time to time be referred to herein collectively, as the “Existing Premises”.

D. Landlord and Tenant hereby desire by this Amendment to (i) add to the Existing Premises as of the First Increment Sixth Floor Premises Commencement Date, that certain space in the Building consisting of approximately 3,552 rentable square feet (the “First Increment Sixth Floor Premises”) as more particularly shown on Exhibit “A”, attached hereto, (ii) additionally add to the Premises as of the Second Increment Sixth Floor Premises Commencement Date, that certain space in the Building consisting of approximately 6,218 rentable square feet (the “Second Increment Sixth Floor Premises”) as more particularly shown on Exhibit “A” , attached hereto and (iii) further amend the Lease upon and subject to each of the terms, conditions, and provisions set forth herein. The First Increment Sixth Floor Premises and the Second Increment Sixth Floor Premises consists of approximate 9,770 rentable square feet (approximately 8,821 usable square feet) in the aggregate.

F. All capitalized terms used herein without definition are defined as set forth in the Lease.

NOW, THEREFORE, in consideration of the Recitals set forth above, the agreements set forth below and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Landlord and Tenant hereby agree as follows:

1. Amendment .

1.1 Amendments to Fifth Amendment .

(a) Amendment of Substantial Completion Date and New Rent Commencement Date . The parties hereto agree that for purposes of the Fifth Amendment and the Work Letter (defined in Section 1.6, below), and for purposes of this Amendment, (a) the “Substantial Completion Date” shall be the date on which Substantial Completion (as defined in the Work Letter (defined in Section 1.6, below)) of both the Fifth Amendment Tenant Improvements (as defined in the Work Letter) and the Sixth Floor Tenant Improvements (defined in Section 1.6, below) (collectively, the “Fifth and Sixth Amendment Tenant Improvements”), occurs or is deemed to occur as provided in Section 1.2(a) of the Fifth Amendment and (b) that the New Rent Commencement Date (as defined in the Fifth Amendment) shall be the date that is five (5) days, including a weekend, after the earlier to occur of (i) the Substantial Completion Date (as defined above) and the Outside Start Date (as defined in the Fifth Amendment).

(b) Deletion of Section 1.1; Continued Use of Sixth Floor Premises . The parties hereto acknowledge and agree that Section 1.1 of the Fifth Amendment is hereafter null and void and shall be of no further force or effect. For the avoidance of doubt, the parties hereto agree that, notwithstanding anything to the contrary in the Fifth Amendment, Tenant shall have the right to continue to use and occupy the Sixth Floor Premises in accordance with this Amendment, before, during after the construction of the Fifth and Sixth Amendment Tenant Improvements.

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1.2 Addition of Sixth Floor Premises .

(a) First Increment Sixth Floor Premises .

(i) Commencing on First Increment Sixth Floor Premises Commencement Date (defined below), the First Increment Sixth Floor Premises shall be added to the Premises, and following the First Increment Sixth Floor Premises Commencement Date, all references in the Lease to “Premises” shall include the First Increment Sixth Floor Premises. The “First Increment Sixth Floor Premises Commencement Date” means the New Rent Commencement Date (as defined in Section 1.1, above).

(ii) The term of Tenant’s lease of the First Increment Sixth Floor Premises (the “First Increment Sixth Floor Premises Term”) shall commence on the First Increment Sixth Floor Premises Commencement Date and shall expire on the Extended Term Expiration Date (as defined in the Fifth Amendment).

(iii) Following the First Increment Sixth Floor Premises Commencement Date, all references in the Lease to the “Premises” shall mean and refer to the Existing Premises and the First Increment Sixth Floor Premises, collectively, and the “Premises” shall consist of a total of approximately 31,445 rentable square feet in the aggregate.

(b) Second Increment Sixth Floor Premises .

(i) Commencing on Second Increment Sixth Floor Premises Commencement Date (defined below), the Second Increment Sixth Floor Premises shall be added to the Premises, and following the Second Increment Sixth Floor Premises Commencement Date, all references in the Lease to “Premises” shall include the Second Increment Sixth Floor Premises. The “Second Increment Sixth Floor Premises Commencement Date” means the earlier to occur of (A) July 1, 2008, or (B) the date that is six (6) months after the first day upon which 275 or more persons employed by Tenant (or any subtenant or other transferee of Tenant) occupy or use the Premises. For purposes of determining when the Second Increment Sixth Floor Premises Commencement Date shall occur, Tenant shall (A) deliver to Landlord on or before the first (1 ^st ) day of each calendar month after the New Rent Commencement Date (and prior to the day that is six months after the date on which 275 or more persons employed by Tenant (or any subtenant or other transferee of Tenant) first begin occupying or using the Premises), a written notice certified by an officer of Tenant setting forth the number of persons employed by Tenant (or any subtenant or other transferee of Tenant that are at such time using or occupying the Premises and (B) shall notify Landlord promptly following the first day on which 275 or more persons employed by Tenant (or any subtenant or other transferee of Tenant) begin occupying or using the Premises. Landlord agrees that information provided by Tenant to Landlord under this Section 1.2(b)(i) shall be subject to Section 2 below treated as confidential and shall not be disclosed by Landlord other than as permitted under Section 2, below.

(ii) The term of Tenant’s lease of the Second Increment Sixth Floor Premises (the “Second Increment Sixth Floor Premises Term”) shall commence on the Second Increment Sixth Floor Premises Commencement Date and shall expire on the Extended Term Expiration Date.

(iii) Following the Second Increment Sixth Floor Premises Commencement Date, all references in the Lease to the “Premises” shall mean and refer to the Existing Premises and the Sixth Floor Premises (defined below), collectively, and the “Premises” shall consist of a total of approximately 37,663 rentable square feet in the aggregate. The “Sixth Floor Premises” means, collectively, the First Increment Sixth Floor Premises and the Second Increment Sixth Floor Premises.

1.3 Early Occupancy of Second Increment Sixth Floor Premises . Landlord hereby agrees that, Landlord shall also permit Tenant to occupy and use the Second Increment Sixth Floor Premises during the period (the “Second Increment Sixth Floor Beneficial Occupancy Period” ) after the New Rent Commencement Date and prior to the Second Increment Sixth Floor Premises Commencement Date. During the Sixth Floor Beneficial Occupancy Period, each and every term of the Lease (as amended hereby) shall apply to Tenant’s use and occupancy of the Second Increment Sixth Floor Premises; provided, however that the parties hereto acknowledge and agree that, notwithstanding Tenant’s use and occupancy of the Second Increment Sixth Floor Premises prior to the Second Increment Sixth Floor Premises Commencement Date, Tenant shall have no obligation to pay Rent or Additional Charges with respect to the Second Increment Sixth Floor Premises during the Second Increment Sixth Floor Premises Beneficial Occupancy Period.

1.4 Rent .

(a) Prior to Substantial Completion . During the portion of the Term commencing on the Effective Date and continuing through and including the New Rent Commencement

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Date (including any portion of the Extended Term (as defined in the Fifth Amendment) prior to the New Rent Commencement Date), Tenant shall continue to pay Rent to Landlord with respect to the Premises in the amounts required and in the manner required under Section 1.4(a) of the Fifth Amendment.

(b) First Increment Sixth Floor Premises . Commencing on the First Increment Sixth Floor Premises Commencement Date and continuing through the Extended Term, the Rent payable with respect to the First Increment Sixth Floor Premises shall be as follows and shall be payable in accordance with and subject to the procedures set forth in Article 4 of the Original Lease:

(c) Second Increment Sixth Floor Premises . Commencing on the Second Increment Sixth Floor Premises Commencement Date and continuing through the Extended Term, the Rent payable with respect to the Second Increment Sixth Floor Premises shall be as follows and shall be payable in accordance with and subject to the procedures set forth in Article 4 of the Original Lease:

1.5 Additional Charges . During the Term (as extended by the Extended Term), Tenant shall continue to pay to Landlord as Additional Charges, Tenant’s Building Share of Excess Building Expenses and Tenant’s Project Share of Excess Project Expenses, all in accordance with the provisions of the Lease (including, without limitation, all of the provisions of Section 1.5 of the Fifth Amendment) as amended hereby.

(a) The parties hereto agree that, as provided in Section 1.5(b) of the Fifth Amendment, during the portion of the Term commencing on the Effective Date and continuing through and including the day immediately preceding the New Rent Commencement Date (including any portion of the Extended Term prior to the New Rent Commencement Date), calculation of Tenant’s Building Share of Excess Building Expenses and Tenant’s Project Share of Excess Project Expenses shall be based on the Tenant’s Building Share and Tenant’s Project Share, respectively, as set forth in the Lease (prior to the Fifth Amendment and prior to this Amendment), notwithstanding that Tenant may be occupying premises within the Building and Project that does not compute to Tenant’s Building Share or Tenant’s Project Share (as set forth in the Lease, prior to the Fifth Amendment and this Amendment).

(b) The parties hereto acknowledge and agree that, commencing on the First Increment Sixth Floor Premises Commencement Date (notwithstanding anything in the Fifth

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Amendment to the contrary), (i) the Tenant’s Building Share (as set forth in Section 5.1(e) of the Original Lease) shall mean 19.76% (31,445 rsf/159,165 rsf) and (ii) the Tenant’s Project Share (as set forth in Section 5.1(f) of the Original Lease) shall mean 4.86% (31,445 rsf/647,229 rsf).

(c) The parties hereto acknowledge and agree that, commencing on the Second Increment Sixth Floor Premises Commencement Date (notwithstanding anything in the Fifth Amendment to the contrary), (i) the Tenant’s Building Share (as set forth in Section 5.1(e) of the Original Lease) shall mean 23.66% (37,663 rsf/159,165 rsf) and (ii) the Tenant’s Project Share (as set forth in Section 5.1(f) of the Original Lease) shall mean 5.82% (37,663 rsf/647,229 rsf).

(d) For the avoidance of doubt, the parties hereto agree that Section 1.5(e) of the Fifth Amendment shall apply to the entire Premises (i.e, the Existing Premises together with the Sixth Floor Premises (and any further expansions of the Premises that may occur after the date hereof)).

1.6 Landlord’s Construction of the Sixth Floor Tenant Improvements; Condition of the Premises; Coordination of Construction .

(a) Landlord’s sole construction obligation in connection with this Amendment is as set forth in this Amendment (and in the Work Letter as modified hereby). The parties hereto agree that: (i) the construction of its initial tenant improvements, if any, in the Sixth Floor Premises (the “Sixth Floor Tenant Improvements”) shall be governed by in the Work Letter attached as Exhibit “B” to the Fifth Amendment (the “Work Letter” ); (ii) for purposes of the Work Letter, from and after the date hereof all references in the Work Letter to the Fifth Amendment Tenant Improvements shall be deemed to be references to the Fifth and Sixth Amendment Tenant Improvements; (iii) all references in Sections 3.4(a), 3.4(b), 5.1 and Exhibit B-l of the Work Letter to the Suite 310 Premises shall be deemed to also be references to the Sixth Floor Premises and (iv) except as specifically provided otherwise in this Amendment (or in the Work Letter as amended hereby), Landlord shall have no obligation, (A) to make any improvements, alterations or other modifications to the Sixth Floor Premises, or (B) to provide Tenant any allowance, rent credit or abatement in connection with Tenant’s entering into this Amendment.

(b) In connection with Tenant’s lease of the Sixth Floor Premises, Landlord shall provide to Tenant an improvement allowance in an amount of $320,898.50. Accordingly, the Allowance Amount (as defined in the Work Letter) is hereby increased from $432,341.50 to $753,240.00.

(c) Landlord agrees that Landlord shall cause the Sixth Floor Tenant Improvements to be constructed either prior to or concurrently with the Landlord’s construction of the Second Floor Tenant Improvements (as defined in Section 1.6(b) of the Fifth Amendment) and after Landlord’s construction of the Suite 310 Tenant Improvements (as defined in Section 1.6(b) of the Fifth Amendment).

(d) Intentionally Omitted.

(e) Intentionally Omitted.

(f) The parties hereto acknowledge and agree that Tenant shall remain in occupancy of the Premises (or portions thereof) during the construction of the Fifth and Sixth Amendment Tenant Improvements, that Landlord’s construction of the Fifth and Sixth Amendment Tenant Improvements within the Premises (or portions thereof) shall not be deemed a constructive eviction of Tenant and that, during the construction of the Fifth and Sixth Amendment Tenant Improvements, there may be a loss of utility services to Premises (or portions thereof) and that from time to time during construction of the Fifth and Sixth Amendment Tenant Improvements, Landlord may turn off some or all of the utilities services to the Premises (or portions thereof) at reasonable times, upon at least forty-eight (48) hours prior written notice (or at any time and with no prior notice with respect to any portion of the Premises which, at such time, is not occupied by Tenant), and Tenant acknowledges and agrees that neither Landlord nor its contractor shall be liable for any damage to, loss of or interference with Tenant’s equipment or operations in the Premises on account of the construction of the Fifth and Sixth Amendment Tenant Improvements. Landlord shall use commercially reasonable efforts, consistent with Institutional Owner Practices, to (i) if required to turn off utility services to the Premises, to use commercially reasonable efforts to turn such services off during non-business hours, (ii) minimize any adverse impact on Tenant’s use of and access to the Premises and Tenant’s business operations in the Premises in connection with Landlord’s construction of the Fifth and Sixth Amendment Tenant Improvements, and (iii) in the event of any loss of utility services to the Premises in connection with the construction of the Tenant Improvements, to restore such utility services as promptly as practicable. Tenant hereby acknowledges and agrees that the Fifth and Sixth Amendment Tenant Improvements together with any other improvements, modifications or alterations performed by Tenant during the Term (as extended hereby) shall be subject to the provisions of the Lease as amended hereby.

1.7 Additional Allowance . Landlord agrees that, subject to the terms and conditions of this Section 1.7, Landlord shall provide an additional allowance (the “Additional Allowance”) in an amount equal to $32,119.78, in immediately available funds. The Additional Allowance shall be payable by Landlord to Tenant by wire transfer (to coordinates to be provided by Tenant) on or before December 27, 2006. In the event that (a) Landlord fails to deliver to Tenant the Additional

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Allowance payable to Tenant hereunder on or before December 27, 2006, (b) Tenant provides Landlord with notice of such failure (c) and such failure continues through the earlier to occur of (i) 4:30 p.m. on December 29, 2006 or (ii) the end of the second business day following the date of such notice, then at the election of Tenant exercisable by delivery of notice to Landlord, this Amendment (and the Fifth Amendment) shall be null and void. The Additional Allowance may be used by Tenant for improvement of the Premises or any other purpose desired by Tenant.

1.8 Intentionally Omitted

1.9 Option to Extend . As of the date hereof, each of Article 32 of the Original Lease and Section 2 of the Third Amendment are hereby deleted in their entirety from the Lease (and shall have no further force of effect) and the one-time, five (5) year Extension Option provided in Exhibit “C” attached hereto is substituted therefor.

1.10 Right to Negotiate for New Lease . Landlord agrees that, any time during the initial Term of this Lease, provided that Landlord solely owns that certain undeveloped real property located at 9755 Scranton Road, San Diego, CA, and, Landlord elects to construct a commercial office building (the “ New Building ”) thereon, then provided that the initial Term of this Lease shall not have expired or otherwise terminated, if and when Landlord commences accepting offers for the available space in the New Building, Original Tenant shall have the right to negotiate with Landlord for the relocation of its Premises from the Building to the New Building, upon such terms as Landlord shall, in good faith be willing to accept. If Tenant so elects to negotiate for a relocation of its premises to any such New Building, Landlord and Tenant shall negotiate in good faith with respect to the terms and conditions thereof, which terms and conditions shall be those which Landlord is, in good faith, then willing to lease space in the New Building to Tenant. The rights contained in this Section 1.10 are personal to Original Tenant, are not transferable and may only be exercised by Original Tenant (and not by other any assignee, sublessee or other transferee of Tenant’s interest in the Lease) and only if Original Tenant then actually occupies all of the rentable area contained in the Premises.

1.11 Additional Amendments to Lease .

(a) Assignment; Sublease . Section 18.1(a) of the Original Lease is hereby amended by adding the following immediately following the last sentence of such Section 18.1(a).

“For the avoidance of doubt, in addition to any other grounds available hereunder or under applicable Law for properly withholding consent to any Assignment or Sublease, Landlord’s consent shall be deemed reasonably withheld if: (i) either the proposed Transferee, or any person that directly or indirectly controls, is controlled by, or is under common control with the proposed transferee leases or occupies space in the Project or is negotiating with, or has negotiated with Landlord within the preceding ninety (90) days, to lease space in the Project, and at such time, Landlord has space in the Project that is capable of accommodating such proposed transferee’s needs or (ii) in Landlord’s good faith judgment, the proposed transferee is of a character or reputation or is engaged in a business that is not consistent with the quality of the Building.”

(b) Parking . Effective as of the New Rent Commencement Date, (i) Section 1.9(f) of the Fifth Amendment is deemed null, void and of no force or effect and (ii) in connection with the increase in the rentable area of the Premises, Tenant shall have the right to lease from Landlord one hundred sixty (160) unreserved parking privileges at no charge to Tenant during the Extended Term. Subject to availability, Tenant shall have the right to elect to use up to forty (40) of its above described one hundred sixty (160) unreserved parking privileges for parking, on a first come first served basis, in the gated surface lot located north of the Building (at no charge to Tenant during the Extended Term). Subject to availability, as determined by Landlord in its non-discriminatory, good faith discretion, Landlord will provide Tenant with additional unreserved parking privileges at the Project.

2. Confidentiality . Tenant agrees that (i) the terms and provisions of the Lease as amended by this Amendment (collectively, “ Terms and Provisions ”), are confidential and constitute proprietary information of Landlord and (ii) it shall not disclose, and it shall cause its partners, officers, directors, shareholders, employees, brokers and attorneys to not disclose (unless required by law (including, without limitation, under any SEC requirements) and/or a court of competent jurisdiction) any of the Terms and Provisions to any other person (except its attorneys) without first obtaining the prior written consent of Landlord, which may be withheld in Landlord’s sole discretion; provided, however that Landlord shall not unreasonably withhold its consent with respect to a request by Tenant to disclose the Terms and Provisions to Tenant’s representatives, agents and lenders for any good faith business purpose of Tenant (where such disclosure is reasonably limited to the extent of such good faith business purpose). Other than as consented to in writing by Landlord pursuant to this Section 2, the disclosure of the Terms and Provisions by Tenant or any of Tenant’s employees or agents to any other person shall constitute a breach of the Lease. Landlord agrees that this Section 2 shall apply to the information provided by Tenant to Landlord under Section 1.2(b)(i), above and for such purposes, all references in the foregoing provisions to Tenant shall be deemed to refer to Landlord.

3. Brokers . Tenant warrants and represents to Landlord that Tenant has had no dealings with any brokers or agents in negotiating and consummating this Amendment, except for Maguire Properties, L.P., representing Landlord (“ Broker ”). Except for Broker, Tenant and Landlord shall each

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indemnify, defend and hold the other party free and harmless against any claim, cost, obligation, damage, liability or expense (including attorney’s fees) suffered or incurred by the other party by reason of any claim asserted by any other broker or party in connection with this Amendment.

4. Execution and Enforcement .

4.1 Limitation of Liability

(a) Landlord’s Lease Undertakings . Notwithstanding anything to the contrary contained in this Amendment, the Lease or in any exhibits, riders or addenda hereto attached (collectively the “ Lease Documents ”), it is expressly understood and agreed by and between the parties hereto that: (i) the recourse of Tenant or its successors or assigns against Landlord (and the liability of Landlord to Tenant, its successors and assigns) with respect to (A) any actual or alleged breach or breaches by or on the part of Landlord of any representation, warranty, covenant, undertaking or agreement contained in any of the Lease Documents or (B) any matter relating to Tenant’s occupancy of the Premises (collectively, “ Landlord’s Lease Undertakings ”) shall be limited solely to an amount equal to the lesser of (x) Landlord’s equity interest in Building 1 and (y) the equity interest Landlord would have in Building 1 if Building 1 were encumbered by independent secured financing equal to eighty percent (80%) of the value of Building 1; (ii) Tenant shall have no recourse against any other assets of Landlord or its officers, directors or shareholders; and (iii) except to the extent of Landlord’s interest in Building 1, no personal liability or personal responsibility of any sort with respect to any of Landlord’s Lease Undertakings or any alleged breach thereof is assumed by, or shall at any time be asserted or enforceable against, Landlord or Maguire Properties, L.P., or against any of their respective directors, officers, shareholders, members, employees, agents, constituent partners, beneficiaries, trustees or representatives, and (iv) at no time shall Landlord be responsible or liable to Tenant for any lost profits, lost economic opportunities or any form of consequential damage as the result of any actual or alleged breach by Landlord of Landlord’s Lease Undertakings.

(b) Notwithstanding anything to the contrary contained in the Lease Documents, it is expressly understood and agreed by and between the parties hereto that no personal liability or personal responsibility of any sort with respect to any of Tenant’s obligations under the Lease or any alleged breach thereof is assumed by, or shall at any time be asserted or enforceable against, Tenant’s directors, officers, shareholders, members, employees, agents, constituent partners, beneficiaries, trustees or representatives.

4.2 Authority . Each individual executing this Amendment on behalf of Tenant and Landlord hereby covenants and warrants that the respective party has full right and authority to enter into this Amendment and that the person signing on behalf of such party is authorized to do so.

4.3 Entire Agreement; Remainder of Lease to Continue in Effect . The Lease, as amended by this Amendment, contains all of the agreements of the parties hereto with respect to any matter covered or mentioned in this Amendment. No prior agreement, understanding, or representation pertaining to any such matter shall be effective for any purpose. Except as amended hereby, the Lease, as hereby amended, shall in all other particulars, terms and conditions remain in full force and effect and is hereby ratified and confirmed by the parties hereto; in the event of any inconsistency between said Lease, as amended, and this Amendment, the provisions of this Amendment shall prevail. It is acknowledged that no changes other than those herein specifically set forth have been made.

4.4 Counterparts . This Amendment may be executed in counterparts each of which shall be deemed as an original, but all of which taken together shall constitute one and the same document.

4.5 Governing Law; Attorneys Fees . The parties hereby agree that (a) the Lease, as amended hereby, shall be governed by and construed in accordance with the laws of the State of California (without regard to its conflict of laws principles) and (b) that the terms and conditions of Section 30.17 shall apply to this Amendment.

[Signatures Appear on Next Page]

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IN WITNESS WHEREOF, Landlord and Tenant have executed this Amendment as of the date first written above.

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EXHIBIT “B”

INTENTIONALLY OMITTED

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EXHIBIT “C”

EXTENSION OPTION

1. Option to Extend .

1.1 Grant of Option . Tenant shall have one (1) option (the “Extension Option”) to extend the term of this Lease as to the entire Premises then subject to this Lease for an additional term of sixty (60) months (“Extension Term”), subject to and upon the terms and conditions contained in this Exhibit “C” . The Extension Term shall commence upon the day immediately following the Extended Term Expiration Date and shall end at 5 p.m. Pacific Standard Time on the last day of the sixtieth (60th) month following the commencement of the Extension Term. The Extension Term shall be upon the same terms and conditions as are provided for in this Lease, as then amended, except that (i) if Tenant fails to timely exercise the Extension Option, the Extension Option shall lapse and Tenant shall have no further right to extend the Term of the Lease, (ii) there shall be no further options to extend the Term pursuant to this Exhibit “C” or otherwise following the Extension Term, (iii) Tenant shall not be entitled to any credit against Rent or Additional Charges or any other rent concession or rent allowance or abatement of Rent or Additional Charges, except as specifically provided in Section 1.3 of this Exhibit “C” . (iv) the Rent for the Extension Term shall be as provided in Section 1.2 of this Exhibit “C” (but in no event shall the Rent for the Extension Term be less than the Rent in effect with respect to the entire Premises immediately prior to the date of commencement of the Extension Term), (v) the Base Year applicable to such Extension Term shall be the calendar year in which the Adjustment Date (defined in Section 1.2 of this Exhibit “C” ) occurs, and (vi) Landlord shall have the option to document the Extension Option on Landlord’s current lease form at the time of Tenant’s delivery of the Extension Notice (defined below), provided that such lease form does not contain terms or conditions that are materially adverse to the terms of the Lease. The Extension Option may be exercised only by Tenant giving written notice of exercise (an “Extension Notice”) to Landlord on or before the date that is not less than twelve (12) months but not more than fifteen (15) months prior to the Extended Term Expiration Date. The Extension Option and all of the rights contained in this Exhibit “C” shall be personal to Kintera, Inc. (the “Original Tenant”) and may only be exercised by the Original Tenant (and not any assignee, sublessee or other transferee of all or any portion of Tenant’s interest in this Lease except for Permitted Transferees described under Section 18.5 of the Lease to which all of Tenant’s interest in this Lease is assigned) and then only if Tenant then occupies the entire Premises; any attempted exercise of an Extension Option under any other circumstances shall, at the election of Landlord, be null and void and of no force or effect.

1.2 Rent . The Rent per month payable for the Premises during the Extension Term (the “Extension Term Rent” ) shall be equal to (i) the Rentable Area of the Premises then subject to this Lease, multiplied by (ii) the monthly FMRR (defined in Section 1.3 of this Exhibit “C” ) for the Premises as of the first day (an “Adjustment Date” ) of the Extension Term, as determined in accordance with this Exhibit “C” ; provided, however, that in no event shall the Rent during the Extension Term be less than the Rent for the period immediately prior to the Extension Term.

1.3 Definition of FMRR . The “FMRR” of the Premises for a particular Extension Term shall be equal to the monthly rent per square foot of Rentable Area that Landlord has agreed to accept, or if Landlord determines that there has not been a reasonable number of then current comparable transactions in the Building, that landlords of the Comparable Buildings (as defined below) have agreed to accept, and sophisticated nonaffiliated tenants of the Building or Comparable Buildings have agreed to pay, in then current arms-length, nonrenewal, nonequity (i.e., not being offered equity in the building), transactions for comparable space (in terms of condition, floor location, view and floor height) of a comparable size (in terms of square feet of Rentable Area), for a nonrenewal term equal to the Extension Term and commencing as of the first day of the Extension Term, which annual rent per square foot shall take into account and make adjustment for the existence, timing and amount of any increases in rent following term commencement in the comparison transactions, and shall at all times take into consideration and make adjustment for all other material differences in all terms, conditions or factors applicable to the transaction in question hereunder or applicable to one or more of the comparison transactions used to determine the FMRR which a sophisticated tenant or sophisticated landlord would believe would have a material impact on a “fair market rental” determination; provided, however, that (i) the rent for all comparison transactions shall be grossed up to reflect payment of operating expenses and taxes in excess of a base year as of the year of commencement of the transaction, (ii) the presence, amount or absence of brokerage commissions in either the subject transaction or the comparison transactions shall be disregarded, (iii) any rent free period provided for construction of tenant improvements (but not any other free rent period) shall be disregarded, and (iv) if any tenant improvements or allowance provided for in comparable transactions shall be taken into account, the value to Tenant of any existing improvements in the Premises shall also be accounted for in the calculation of the FMRR. If in determining the FMRR for a subject transaction hereunder, if is determined that free rent or cash allowances (collectively, “Concessions” ) should be granted, Landlord may, at Landlord’s sole option, elect all or any portion of the following: (A) to grant some or all of the Concessions to Tenant as free rent or as an improvement allowance, or (B) to adjust the monthly installments of the Extension Term Annual Base Rent to be an effective rental rate which takes into consideration and deducts from monthly rent the amortized amount of the total dollar value of such Concessions, amortized on a straight line basis over the Extension Term (in which case the Concessions so amortized shall not be granted to Tenant). As used herein, “Comparable Buildings” shall mean comparable Class “A” office buildings in the Sorrento Mesa submarket of San Diego, California at the time the Extension Term commences.

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1.4 Procedure for Determining the FMRR . For purposes of determining the FMRR, the following procedure shall apply:

(a) If Tenant has timely given the Extension Notice, Landlord shall within thirty (30) days thereafter deliver to Tenant a written notice of Landlord’s determination of what the FMRR would be during the Extension Term (“Landlord’s Extension Rent Notice”). Within ten (10) business days after Tenant’s receipt of Landlord’s Extension Rent Notice, Tenant may give Landlord a written notice (“Tenant’s Extension Response Notice”) electing either (i) to accept the FMRR set forth in Landlord’s Extension Rent Notice, in which case the FMRR shall be the FMRR set forth in Landlord’s Extension Rent Notice, or (ii) to not accept Landlord’s determination of the FMRR, in which case Landlord and Tenant shall endeavor to agree upon the FMRR on or before the date that is ten (10) days after Landlord’s receipt of Tenant’s Extension Response Notice (the “Outside Agreement Date”). If Landlord and Tenant are unable to agree upon the FMRR by the Outside Agreement Date, then the FMRR shall be determined by arbitration pursuant to paragraph (ii) below. If Tenant fails to deliver Tenant’s Extension Response Notice within the ten (10) business day period following its receipt of Landlord’s Extension Rent Notice, Tenant shall conclusively be deemed to have rejected Landlord’s determination of the FMRR as set forth in Landlord’s Extension Rent Notice.

(b) If Landlord and Tenant shall fail to agree upon the FMRR by the Outside Agreement Date, then, within ten (10) days thereafter, Tenant shall submit to Landlord Tenant’s determination of the FMRR and such determination, along with Landlord’s last written offer with respect to FMRR shall be submitted to arbitration (as Tenant’s and Landlord’s “submitted FMRR,” respectively) in accordance with the following:

(i) Landlord and Tenant shall each appoint one arbitrator who shall by profession be a real estate broker who shall have been active over the five (5) year period ending on the date of such appointment in the leasing of commercial high-rise properties in the San Diego, California area. The determination of the arbitrators shall be limited solely to the issue as to whether Landlord’s or Tenant’s submitted FMRR is the closest to the actual FMRR, as determined by the arbitrators, taking into account the requirements of this Exhibit “C” . Each such arbitrator shall be appointed within fifteen (15) days after the Outside Agreement Date.

(ii) The two arbitrators so appointed shall within ten (10) days of the date of the appointment of the last appointed arbitrator agree upon and appoint a third arbitrator who shall be a real estate broker who shall have been active over the five (5) year period ending on the date of such appointment in the leasing of commercial high-rise properties in the San Diego, California area.

(iii) The three arbitrators shall within thirty (30) days of the appointment of the third arbitrator reach a decision as to whether the parties shall use Landlord’s or Tenant’s submitted FMRR and shall notify Landlord and Tenant thereof.

(iv) The decision of the majority of the three arbitrators shall be binding upon Landlord and Tenant, shall be in writing and shall be non-appealable, and counterpart copies thereof shall be delivered to Landlord and Tenant. A judgment or order based upon such award may be entered in any court of competent jurisdiction. In rendering their decision and award, the arbitrators shall have no power to vary, modify or amend any provision of this Lease.

(v) If either Landlord or Tenant fails to appoint an arbitrator within fifteen (15) days after the applicable Outside Agreement Date, the arbitrator appointed by the other shall solely render a decision as to the FMRR, notify Landlord and Tenant thereof, and such arbitrator’s decision shall be binding upon Landlord and Tenant.

(vi) If the two arbitrators fail to agree upon and appoint a third arbitrator, or both parties fail to appoint an arbitrator, then the appointment of the third arbitrator or any arbitrator shall be dismissed and the matter to be decided shall be promptly submitted to arbitration under the provisions of the American Arbitration Association, but subject to the instructions set forth in this Exhibit “C” ,

(vii) The cost of arbitration shall be paid by Landlord and Tenant equally.

1.5 Conditions to Exercise of Each Extension Option . Notwithstanding any provision of this Exhibit “C” to the contrary, at the election of Landlord, any attempted exercise by Tenant of an Extension Option shall be invalid and ineffective if, on the date of such attempted exercise or on the commencement of the Extension Term, Tenant is in default under this Lease (beyond any applicable notice and grace periods) or Tenant occupies less than 90% of the Premises. If Tenant does not timely send the Extension Notice for the Extension Option pursuant to the provisions of this Exhibit “C” within the applicable time period, time being of the essence, then Tenant shall be deemed to have forever waived and relinquished such Extension Option, and any other options or rights to renew or extend the term effective after the then applicable Expiration Date shall terminate.

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Exhibit 10.8

SEVENTH AMENDMENT TO OFFICE LEASE

THIS SEVENTH AMENDMENT TO OFFICE LEASE (this “Amendment”) is made and effective as of December 19,2007 (the “Effective Date”) by and between MAGUIRE PROPERTIES-SAN DIEGO TECH CENTER, LLC, a Delaware limited liability company (“Landlord”), and KINTERA, INC., a Delaware corporation (“Tenant”).

RECITALS

A. Landlord is the owner of that certain improved real property located at 9605 Scranton Road Drive, San Diego, California (referred to herein alternatively as “Building 1” or the “Building”). Building 1 is a part of that certain project, with all common areas and appurtenant parking facilities, commonly known as the “San Diego Tech Center” (the “Project”).

B. San Diego Tech Center, LLC, a Delaware limited liability company ( “SDTC” ), predecessor-in-interest to Calwest (defined below), as landlord, and Tenant, as tenant, entered into that certain Office Building Lease dated as of August 7, 2000 (the “Original Lease” ), as amended by (i) that certain First Amendment to Lease dated November 1, 2000 (the “First Amendment”) by and between Calwest Industrial Properties, LLC (“Calwest”), successor-in-interest to SDTC and predecessor-in-interest to Landlord, as landlord, and Tenant, as tenant, (ii) that certain Second Amendment to Lease dated June 24, 2002 (the “Second Amendment”) by and between Calwest, as landlord, and Tenant, as tenant, (iii) that certain Third Amendment to Lease dated February 13, 2004 (the “Third Amendment”) by and between Calwest, as landlord, and Tenant, as tenant, (iv) that certain Fourth Amendment to Lease dated April 1, 2005 (the “Fourth Amendment”) by and between Calwest, as landlord, and Tenant, as tenant, (v) that certain Fifth Amendment to Lease dated December 1, 2006 (the “Fifth Amendment”) by and between Landlord and Tenant, and (vi) that certain Sixth Amendment to Lease dated December 22, 2006 (the “Sixth Amendment”) by and between Landlord, and Tenant. The Original Lease as amended by the First Amendment, the Second Amendment, the Third Amendment, the Fourth Amendment, the Fifth Amendment and the Sixth Amendment are collectively referred to herein as the “Lease” .

C. Pursuant to the Lease, Tenant has certain rights to use and occupy (i) that certain premises consisting of all of the second (2nd) Floor of the Building consisting of approximately 20,543 rentable square feet (approximately 18,345 usable square feet) (the “Second Floor Premises”) as more particularly described in the Fifth Amendment, (ii) that certain premises consisting of a portion of the third floor of the Building commonly known as Suite 310 and consisting of approximately 7,350 rentable square feet (approximately 6,608 usable square feet) (the “Suite 310 Premises”) as more particularly described in the Fifth Amendment, and (iii) that certain premises in the Building on the sixth (6th) Floor consisting of approximately 9,770 rentable square feet (approximately 8,821 usable square feet) (the “Sixth Floor Premises”) as more particularly described in the Sixth Amendment. The Second Floor Premises, the Suite 310 Premises and the Sixth Floor Premises may from time to time be referred to herein collectively, as the “Existing Premises”.

D. Subject to satisfaction of the New Lease Condition (as defined in Section 1.1, below), Landlord and Tenant hereby desire by this Amendment to (i) reduce the size of the Existing Premises by terminating Tenant’s lease of the Suite 310 Premises (the “Termination Premises”), and (ii) further amend the Lease upon and subject to each of the terms, conditions, and provisions set forth herein.

E. All capitalized terms used herein without definition are defined as set forth in the Lease.

NOW, THEREFORE, in consideration of the Recitals set forth above, the agreements set forth below and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Landlord and Tenant hereby agree as follows:

1.1 Reduction of Size of Existing Premises; Condition Precedent . Subject to the provisions of this Amendment and satisfaction of the New Lease Condition (defined below), commencing as of the Termination Date (defined in Section 1.2, below), Tenant’s Lease with respect to the Termination Premises (but not any other portion of the Premises) shall terminate, and Tenant’s leasehold estate in the Termination Premises and the parties’ rights and obligations under the Lease with respect to the Termination Premises (but not with respect to any other portion of the Premises) shall be forever terminated and canceled; provided, however, that notwithstanding such termination, Tenant shall, with respect to the Termination Premises, remain obligated with respect to all obligations of Tenant which would otherwise survive the termination or earlier expiration of the Lease. Tenant acknowledges and agrees that the effectiveness of this Amendment is expressly conditioned upon Landlord’s entering into a lease (or a lease amendment) with Ethertronics, Inc. for a portion of the Termination Premises (the “New Lease Condition” ). In the event that the New Lease Condition has not been satisfied within thirty (30) days following Tenant’s execution and delivery of this Amendment to Landlord, then at the election of Landlord this Amendment shall be null and void, Tenant’s Lease of the entire Existing Premises shall remain in full force and effect, and Landlord shall have no further obligation to Tenant with respect to entering into an agreement with Tenant for the early termination of Tenant’s Lease of the Suite 310 Premises.

1.2 Termination Premises Termination Date . The “Termination Date” for the Termination Premises shall mean 12:01 a.m. on February 1, 2008. Subject to the provisions of this Amendment, following the Termination Date and continuing through the remainder of the Term, all references in the Lease to “Premises” shall mean and refer to only the remaining portion of the Premises which the parties stipulate shall consist of the Second Floor Premises and the Sixth Floor Premises, comprised of approximately 30,313 rentable 30,313 rentable square feet (approximately 27,166 usable square feet) in the aggregate (the “Remaining Premises” ).

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1.3 Payment of Rent . The parties hereto acknowledge and agree that Tenant shall pay Rent for the Termination Premises through the Termination Date but, subject to Section 1.5(a) and Section 1.6, below, shall have no obligation to pay Rent for the Termination Premises after the Termination Date.

1.4 Surrender of Termination Premises . On or before Termination Date (subject to the provisions of Section 1.6, below), Tenant shall remove all of Tenant’s personal property (including but not limited to equipment and furniture) from the Termination Premises, surrender the Termination Premises to Landlord in accordance with Section 30.8 of the Original Lease, ready for Landlord to perform demolition work and otherwise in accordance with and subject to the provisions of the Lease. In addition, Tenant agrees that Tenant shall cooperate with Landlord’s efforts prior to and after the Termination Date to construct in the Termination Premises (or any portion thereof) tenant improvements (including, but not limited to, a demising wall) and in connection therewith, shall provide to Landlord such access to the Termination Premises ( “Landlord’s Construction Right” ) as is deemed necessary or advisable by Landlord in connection with Landlord’s exercise of Landlord’s Construction Right (and Tenant hereby acknowledges that during construction of such tenant improvements pursuant to the Landlord’s Construction Right, Landlord may limit Tenant’s access to the Termination Premises and portions of the Premises (or portions thereof) to the extent reasonably necessary to construct such tenant improvements subject to such construction). Landlord shall not be liable for personal injury to, or for any disruption or inconvenience, or for damage to any property of Tenant, Tenant’s employees, agents, licensees, or invitees, that may be caused in connection with Landlord’s construction work in the Termination Premises, and Tenant shall indemnify and hold harmless Landlord and its contractors and agents from and against any and all liability and claims arising out of or connected with any such injury, disruption, inconvenience or damage.

1.5 Adjustment of Economic Terms Following Termination Date . Effective as of February 1, 2008, as consideration for Landlord’s entering into this Amendment and to reflect the reduction in size of the Existing Premises, the Lease is hereby amended as follows:

(a) Monthly Rental Rate . Effective as of February 1, 2008, Section 1.4(b) of the Fifth Amendment is hereby amended to re-state the Rent payable in connection with the Second Floor Premises as follows:

(b) Effective as of February 1, 2008, the Lease is hereby amended to provide that (i) the Tenant’s Building Share (as set forth in Section 1.5(c) of the Sixth Amendment) shall mean 19.05% (30,313 rsf/159,165 rsf), and (ii) the Tenant’s Project Share (as set forth in Section 1.5(c) of the Sixth Amendment) shall mean 4.68% (30,313 rsf/647,229 rsf).

(c) Effective as of February 1, 2008, the Lease is hereby amended to provide that Tenant shall have the right to lease from Landlord up to one hundred twenty-seven (127) unreserved parking privileges at no charge to Tenant during the Extended Term. Subject to availability, Tenant shall have the right to elect to use up to thirty-three (33) of its above described one hundred twenty-seven (127) unreserved parking privileges for parking, on a first come first served basis, in the gated surface lot located north of the Building (at no charge to Tenant during the Extended Term). Subject to availability, as determined by Landlord in its non-discriminatory, good faith discretion, Landlord will provide Tenant with additional unreserved parking privileges at the Project.

(d) Allowance Amount . The parties hereto acknowledge and agree that Tenant currently has on file an amount equal to Four Hundred Ninety Thousand Eight Hundred Thirty-one Dollars ($490,831.00) in remaining credit for Tenant Improvements to be made in the Premises, which amount the parties hereby agree to reduce to Four Hundred Fifty-one Thousand Seven Hundred Sixty-one Dollars ($451,761.00) (the “Remaining Allowance Amount” ), which Remaining Allowance Amount shall be utilized by Tenant towards Tenant Improvements in the Remaining Premises. Any portion of the Remaining Allowance Amount which is not utilized by Tenant towards Tenant Improvements within the Remaining Premises within eighteen (18) months following the Effective Date shall revert to Landlord.

1.6 Temporary Premises . As an accommodation to Tenant, Landlord hereby agrees to allow Tenant to use and occupy on a temporary basis (for the period beginning on February 1, 2008 through completion of Tenant’s Tenant Improvements in the Remaining Premises, but in no event later than May 31, 2008) the following space in the Building: (i) that certain premises commonly known as Suite 450, (ii) that

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certain premises commonly known as Suite 850, and (iii) subject to Section 1.4, above, a portion of the Suite 310 Premises comprised of approximately 3,907 rentable square feet (collectively, the “Temporary Premises”), all as more particularly shown on Exhibit “A” attached hereto. Tenant’s use and occupancy of the Temporary Premises shall be on the same terms and conditions set forth in the Lease, provided, however, that Tenant shall (a) have no obligation to pay to Landlord any Rent for the Temporary Premises for the period February 1, 2008 through May 31, 2008 (the “Temporary Premises Rent Abatement Period”), and (b)  vacate and surrender to Landlord the Temporary Premises in accordance with Section 30.8 of the Original Lease upon completion of the Tenant Improvements in the Remaining Premises, which shall occur no later than May 31, 2008. In the event that Tenant occupies any portion of the Temporary Premises following the expiration of the Temporary Premises Rent Abatement Period, (1) Tenant shall pay to Landlord Landlord’s then asking rental rate for such portion of the Temporary Premises then occupied by Tenant for any period following the Temporary Premises Rent Abatement Period (which amounts shall not be prorated and shall be billed on a calendar month basis for the period of any holdover), and (2) the provisions of Section 30.10 (Holding Over) shall apply.

1.7 Right to Negotiate for New Lease (Sixth Amendment Section 1.10) . Effective as of the Termination Date, Section 1.10 of the Sixth Amendment is hereby deleted in its entirety and shall be of no and shall be of no further force or effect.

2. Confidentiality . Tenant agrees that (i) the terms and provisions of the Lease as amended by this Amendment (collectively, “Terms and Provisions”), are confidential and constitute proprietary information of Landlord and (ii) it shall not disclose, and it shall cause its partners, officers, directors, shareholders, employees, brokers and attorneys to not disclose (unless required by law (including, without limitation, under any SEC requirements) and/or a court of competent jurisdiction) any of the Terms and Provisions to any other person (except its attorneys, auditors and brokers) without first obtaining the prior written consent of Landlord, which may be withheld in Landlord’s sole discretion; provided, however that Landlord shall not unreasonably withhold its consent with respect to a request by Tenant to disclose the Terms and Provisions to Tenant’s representatives, agents and lenders for any good faith business purpose of Tenant (where such disclosure is reasonably limited to the extent of such good faith business purpose). Other than as consented to in writing by Landlord pursuant to this Section 2, the disclosure of the Terms and Provisions by Tenant or any of Tenant’s employees or agents to any other person shall constitute a breach of the Lease.

3 . Brokers . Tenant warrants and represents to Landlord that Tenant has had no dealings with any brokers or agents in negotiating and consummating this Amendment, except for Commercial Realty Advisers, representing Tenant, and Maguire Properties, L.P., representing Landlord (collectively, the “Brokers” ). Except for the Brokers, Tenant and Landlord shall each indemnify, defend and hold the other party free and harmless against any claim, cost, obligation, damage, liability or expense (including attorney’s.fees) suffered or incurred by the other party by reason of any claim asserted by any other broker or party in connection with this Amendment.

4. Execution and Enforcement .

4.1 Authority . Each individual executing this Amendment on behalf of Tenant and Landlord hereby covenants and warrants that the respective party has full right and authority to enter into this Amendment and that the person signing on behalf of such party-is authorized to do so.

4.2 Entire Agreement; Remainder of Lease to Continue in Effect . The Lease, as amended by this Amendment, contains all of the agreements of the parties hereto with respect to any matter covered or mentioned in this Amendment. No prior agreement, understanding, or representation pertaining to any such matter shall be effective for any purpose. Except as amended hereby, the Lease, as hereby amended, shall in all other particulars, terms and conditions remain in full force and effect and is hereby ratified and confirmed by the parties hereto; in the event of any inconsistency between said Lease, as amended, and this Amendment, the provisions of this Amendment shall prevail. It is acknowledged that no changes other than those herein specifically set forth have been made.

4.3 Counterparts . This Amendment may be executed in counterparts each of which shall be deemed as an original, but all of which taken together shall constitute one and the same document.

4.4 Governing Law; Attorneys’ Fees . The parties hereby agree that (a) the Lease, as amended hereby, shall be governed by and construed in accordance with the laws of the State of California (without regard to its conflict of laws principles) and (b) that the terms and conditions of Section 30.17 shall apply to this Amendment.

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IN WITNESS WHEREOF, Landlord and Tenant have executed this Amendment as of the date first written above.

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Exhibit 10.14

A MENDMENT N O . 1

TO THE

K INTERA , I NC . A MENDED AND R ESTATED 2004 E QUITY I NCENTIVE P LAN (F UNDWARE )

This Amendment to the Kintera, Inc. Amended and Restated 2004 Equity Incentive Plan Fundware (the “Plan”) is effective as of January 14, 2008.

Section 3.6 is hereby amended by adding the following text to the end of that section:

Notwithstanding the foregoing, the Committee shall have the authority, without further action of the stockholders of the Company, to amend outstanding Options and/or SARs to reduce the exercise price thereof, subject to the following conditions: (i) any such reduction in the exercise price shall take place within one year of the date of stockholder approval of this Amendment; and (ii) the exercise price of outstanding Options and/or SARs shall be reduced to the price that is the greater of (A) the price that is 10% higher than the trailing 30 trading day average closing price of the Stock on the effective date of such reduction in exercise price and (B) the price that is 5% higher than the closing sales price of the Stock on the effective date of such reduction in exercise price; provided , however , that in no event shall the price determined in accordance with the foregoing be less than $2.25. There would be no adjustment to the vesting or other terms of the repriced options.

IN WITNESS OF THE FOREGOING, the undersigned Secretary of Kintera, Inc., a Delaware corporation (the “Company”), certifies that the foregoing amendment to the Kintera 2003 Amended and Restated Equity Incentive Plan was duly adopted by the Board of Directors of the Company on November 26, 2007 and approved by the stockholders of the Company on January 14, 2008.

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KINTERA, INC.

2004 EQUITY INCENTIVE PLAN (FUNDWARE)

(Amended and Restated effective July 21, 2005)

1. ESTABLISHMENT, PURPOSE AND TERM OF PLAN.

1.1 Establishment. Kintera, Inc., a Delaware corporation, hereby establishes the Kintera, Inc. 2004 Equity Incentive Plan (Fundware) (the “ Plan ” ) effective as of the date the Plan is adopted by the Board (the “ Effective Date ” ). On July 21, 2005, the stockholders of the Company ratified an amendment to Section 3.6 of the Plan approved by the Committee on June 17, 2005, to permit the Committee to effect a repricing of outstanding stock options under the Plan in certain limited circumstances.

1.2 Purpose. The purpose of the Plan is to advance the interests of the Participating Company Group and its stockholders by providing an incentive to attract, retain and reward Employees of the Participating Company Group and by motivating such persons to contribute to the growth and profitability of the Participating Company Group. The Plan seeks to achieve this purpose by providing for Awards in the form of Options, Stock Appreciation Rights, Stock Purchase Rights, Stock Bonuses, Stock Units, Performance Shares and Performance Units.

1.3 Term of Plan. The Plan shall continue in effect for a term of ten (10) years after the Effective Date or until the earlier of its termination by the Board or the date on which all of the shares of Stock available for issuance under the Plan have been issued and all restrictions on such shares under the terms of the Plan and the agreements evidencing Awards granted under the Plan have lapsed.

2. DEFINITIONS AND CONSTRUCTION.

2.1 Definitions. Whenever used herein, the following terms shall have their respective meanings set forth below:

(a) “ Affiliate ” means (i) an entity, other than a Parent Corporation, that directly, or indirectly through one or more intermediary entities, controls the Company or (ii) an entity, other than a Subsidiary Corporation, that is controlled by the Company directly, or indirectly through one or more intermediary entities. For this purpose, the term “control” (including the term “controlled by”) means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of the relevant entity, whether through the ownership of voting securities, by contract or otherwise; or shall have such other meaning assigned such term for the purposes of registration on Form S-8 under the Securities Act.

(b) “ Award ” means any Option, SAR, Stock Purchase Right, Stock Bonus, Stock Unit, Performance Share or Performance Unit granted under the Plan.

(c) “ Award Agreement ” means a written agreement between the Company and a Participant setting forth the terms, conditions and restrictions of the Award granted to the Participant. An Award Agreement may be an “Option Agreement,” an “SAR Agreement,” a “Stock Purchase Agreement,” a “Stock Bonus Agreement,” a “Stock Unit Agreement,” a “Performance Share Agreement” or a “Performance Unit Agreement.”

(d) “ Board ” means the Board of Directors of the Company.

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(e) “ Code ” means the Internal Revenue Code of 1986, as amended, and any applicable regulations promulgated thereunder.

(f) “ Committee ” means the Compensation Committee or other committee of the Board duly appointed to administer the Plan and having such powers as shall be specified by the Board. If no committee of the Board has been appointed to administer the Plan, the Board shall exercise all of the powers of the Committee granted herein, and, in any event, the Board may in its discretion exercise any or all of such powers.

(g) “ Company ” means Kintera, Inc., a Delaware corporation, or any successor corporation thereto.

(h) “ Consultant ” means a person engaged to provide consulting or advisory services (other than as an Employee or a member of the Board) to a Participating Company, provided that the identity of such person, the nature of such services or the entity to which such services are provided would not preclude the Company from offering or selling securities to such person pursuant to the Plan in reliance on registration on a Form S-8 Registration Statement under the Securities Act.

(i) “ Director ” means a member of the Board or of the board of directors of any other Participating Company.

(j) “ Disability ” means the permanent and total disability of the Participant, within the meaning of Section 22(e)(3) of the Code.

(k) “ Dividend Equivalent ” means a credit, made at the discretion of the Committee or as otherwise provided by the Plan, to the account of a Participant in an amount equal to the cash dividends paid on one share of Stock for each share of Stock represented by an Award held by such Participant.

(l) “ Employee ” means any person treated as an employee (including an Officer or a member of the Board who is also treated as an employee) in the records of a Participating Company; provided, however, that neither service as a member of the Board nor payment of a director’s fee shall be sufficient to constitute employment for purposes of the Plan.

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

(n) “ Fair Market Value ” means, as of any date, the value of a share of Stock or other property as determined by the Committee, in its discretion, or by the Company, in its discretion, if such determination is expressly allocated to the Company herein, subject to the following:

(i) If, on such date, the Stock is listed on a national or regional securities exchange or market system, the Fair Market Value of a share of Stock shall be the closing price of a share of Stock (or the mean of the closing bid and asked prices of a share of Stock if the Stock is so quoted instead) as quoted on the Nasdaq National Market, The Nasdaq SmallCap Market or such other national or regional securities exchange or market system constituting the primary market for the Stock, as reported in The Wall Street Journal or such other source as the Company deems reliable. If the relevant date does not fall on a day on which the Stock has traded on such securities exchange or market system, the date on which the Fair Market Value shall be established shall be the last day on which the Stock was so traded prior to the relevant date, or such other appropriate day as shall be determined by the Committee, in its discretion.

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(ii) If, on such date, the Stock is not listed on a national or regional securities exchange or market system, the Fair Market Value of a share of Stock shall be as determined by the Committee in good faith without regard to any restriction other than a restriction which, by its terms, will never lapse.

(o) “ Insider ” means an Officer, a Director or any other person whose transactions in Stock are subject to Section 16 of the Exchange Act.

(p) “ Nonstatutory Stock Option ” means an Option not intended to be (as set forth in the Award Agreement) an incentive stock option within the meaning of Section 422(b) of the Code.

(q) “ Officer ” means any person designated by the Board as an officer of the Company.

(r) “ Option ” means the right to purchase Stock at a stated price for a specified period of time granted to a participant pursuant to Section 6 of the Plan. Options granted under the Plan shall be Nonstatutory Stock Options.

(s) “ Parent Corporation ” means any present or future “parent corporation” of the Company, as defined in Section 424(e) of the Code.

(t) “ Participant ” means any eligible person who has been granted one or more Awards.

(u) “ Participating Company ” means the Company or any Parent Corporation, Subsidiary Corporation or Affiliate.

(v) “ Participating Company Group ” means, at any point in time, all corporations collectively which are then Participating Companies.

(w) “ Performance Award ” means an Award of Performance Shares or Performance Units.

(x) “ Performance Award Formula ” means, for any Performance Award, a formula or table established by the Committee pursuant to Section 10.3 of the Plan which provides the basis for computing the value of a Performance Award at one or more threshold levels of attainment of the applicable Performance Goal(s) measured as of the end of the applicable Performance Period.

(y) “ Performance Goal ” means a performance goal established by the Committee pursuant to Section 10.3 of the Plan.

(z) “ Performance Period ” means a period established by the Committee pursuant to Section 10.3 of the Plan at the end of which one or more Performance Goals are to be measured.

(aa) “ Performance Share ” means a bookkeeping entry representing a right granted to a Participant pursuant to Section 10 of the Plan to receive a payment equal to the value of a Performance Share, as determined by the Committee, based on performance.

(bb) “ Performance Unit ” means a bookkeeping entry representing a right granted to a Participant pursuant to Section 10 of the Plan to receive a payment equal to the value of a Performance Unit, as determined by the Committee, based upon performance.

(cc) “ Restriction Period ” means the period established in accordance with Section 9.5 of the Plan during which shares subject to a Stock Award are subject to Vesting Conditions.

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(dd) “ Rule 16b-3 ” means Rule 16b-3 under the Exchange Act, as amended from time to time, or any successor rule or regulation.

(ee) “ SAR ” or “ Stock Appreciation Right ” means a bookkeeping entry representing, for each share of Stock subject to such SAR, a right granted to a Participant pursuant to Section 8 of the Plan to receive payment of an amount equal to the excess, if any, of the Fair Market Value of a share of Stock on the date of exercise of the SAR over the exercise price.

(ff) “ Securities Act ” means the Securities Act of 1933, as amended.

(gg) “ Service ” means a Participant’s employment or service with the Participating Company Group, whether in the capacity of an Employee, a Director or a Consultant. A Participant’s Service shall not be deemed to have terminated merely because of a change in the capacity in which the Participant renders Service to the Participating Company Group or a change in the Participating Company for which the Participant renders such Service, provided that there is no interruption or termination of the Participant’s Service. Furthermore, a Participant’s Service with the Participating Company Group shall not be deemed to have terminated if the Participant takes any military leave, sick leave, or other bona fide leave of absence approved by the Company; provided, however, that if any such leave exceeds ninety (90) days, on the ninety-first (91st) day of such leave the Participant’s Service shall be deemed to have terminated unless the Participant’s right to return to Service with the Participating Company Group is guaranteed by statute or contract. Notwithstanding the foregoing, unless otherwise designated by the Company or required by law, a leave of absence shall not be treated as Service for purposes of determining vesting under the Participant’s Option Agreement. The Participant’s Service shall be deemed to have terminated either upon an actual termination of Service or upon the corporation for which the Participant performs Service ceasing to be a Participating Company. Subject to the foregoing, the Company, in its discretion, shall determine whether the Participant’s Service has terminated and the effective date of such termination.

(hh) “ Stock ” means the common stock of the Company, as adjusted from time to time in accordance with Section 4.2 of the Plan.

(ii) “ Stock Award ” means an Award of a Stock Bonus, a Stock Purchase Right or a Stock Unit.

(jj) “ Stock Bonus ” means Stock granted to a Participant pursuant to Section 9 of the Plan.

(kk) “ Stock Purchase Right ” means a right to purchase Stock granted to a Participant pursuant to Section 9 of the Plan.

(ll) “ Stock Unit ” means the right to receive in cash or Stock the Fair Market Value of a share of Stock granted pursuant to Section 9 of the Plan.

(mm) “ Subsidiary Corporation ” means any present or future “subsidiary corporation” of the Company, as defined in Section 424(f) of the Code.

(nn) “ Vesting Conditions ” mean those conditions established in accordance with Section 9.5 of the Plan prior to the satisfaction of which shares subject to a Stock Award remain subject to forfeiture or a repurchase option in favor of the Company.

2.2 Construction. Captions and titles contained herein are for convenience only and shall not affect the meaning or interpretation of any provision of the Plan. Except when otherwise indicated by the context, the singular shall include the plural and the plural shall include the singular. Use of the term “or” is not intended to be exclusive, unless the context clearly requires otherwise.

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3. ADMINISTRATION.

3.1 Administration by the Committee. The Plan shall be administered by the Committee. All questions of interpretation of the Plan or of any Award shall be determined by the Committee, and such determinations shall be final and binding upon all persons having an interest in the Plan or such Award.

3.2 Authority of Officers. Any Officer shall have the authority to act on behalf of the Company with respect to any matter, right, obligation, determination or election which is the responsibility of or which is allocated to the Company herein, provided the Officer has apparent authority with respect to such matter, right, obligation, determination or election. The Board may, in its discretion, delegate to a committee comprised of one or more Officers the authority to grant one or more Options, without further approval of the Board or the Committee, to any Employee, other than a person who, at the time of such grant, is an Insider; provided, however, that (i) such Awards shall not be granted for shares in excess of the maximum aggregate number of shares of Stock authorized for issuance pursuant to Section 4.1, (ii) the exercise price per share of each Option shall be not less than the Fair Market Value per share of the Stock on the effective date of grant (or, if the Stock has not traded on such date, on the last day preceding the effective date of grant on which the Stock was traded), and (iii) each such Award shall be subject to the terms and conditions of the appropriate standard form of Award Agreement approved by the Board or the Committee and shall conform to the provisions of the Plan and such other guidelines as shall be established from time to time by the Board or the Committee.

3.3 Administration with Respect to Insiders. With respect to participation by Insiders in the Plan, at any time that any class of equity security of the Company is registered pursuant to Section 12 of the Exchange Act, the Plan shall be administered in compliance with the requirements, if any, of Rule 16b-3.

3.5 Powers of the Committee. In addition to any other powers set forth in the Plan and subject to the provisions of the Plan, the Committee shall have the full and final power and authority, in its discretion:

(a) subject to Section 5.1, to determine the persons to whom, and the time or times at which, Awards shall be granted and the number of shares of Stock or units to be subject to each Award;

(b) to determine the type of Award granted;

(c) to determine the Fair Market Value of shares of Stock or other property;

(d) to determine the terms, conditions and restrictions applicable to each Award (which need not be identical) and any shares acquired pursuant thereto, including, without limitation, (i) the exercise or purchase price of shares purchased pursuant to any Award, (ii) the method of payment for shares purchased pursuant to any Award, (iii) the method for satisfaction of any tax withholding obligation arising in connection with Award, including by the withholding or delivery of shares of Stock, (iv) the timing, terms and conditions of the exercisability or vesting of any Award or any shares acquired pursuant thereto, (v) the Performance Award Formula and Performance Goals applicable to any Award and the extent to which such Performance Goals have been attained, (vi) the time of the expiration of any Award, (vii) the effect of the Participant’s termination of Service on any of the foregoing, and (viii) all other terms, conditions and restrictions applicable to any Award or shares acquired pursuant thereto not inconsistent with the terms of the Plan;

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(e) to determine whether an Award of SARs, Stock Units, Performance Shares or Performance Units will be settled in shares of Stock, cash, or in any combination thereof;

(f) to approve one or more forms of Award Agreement;

(g) to amend, modify, extend, cancel or renew any Award or to waive any restrictions or conditions applicable to any Award or any shares acquired pursuant thereto;

(h) to accelerate, continue, extend or defer the exercisability or vesting of any Award or any shares acquired pursuant thereto, including with respect to the period following a Participant’s termination of Service;

(i) to prescribe, amend or rescind rules, guidelines and policies relating to the plan, or to adopt sub-plans or supplements to, or alternative versions of, the Plan, including, without limitation, as the Committee deems necessary or desirable to comply with the laws of or to accommodate the laws, regulations, tax or accounting effectiveness, accounting principles or custom of, foreign jurisdictions whose citizens may be granted Awards; and

(j) to correct any defect, supply any omission or reconcile any inconsistency in the Plan or any Award Agreement and to make all other determinations and take such other actions with respect to the Plan or any Award as the Committee may deem advisable to the extent not inconsistent with the provisions of the Plan or applicable law.

3.6 No Repricing. Without the affirmative vote of holders of a majority of the shares of Stock cast in person or by proxy at a meeting of the stockholders of the Company at which a quorum representing a majority of all outstanding shares of Stock is present or represented by proxy, the Board shall not approve a program providing for either (a) the cancellation of outstanding Options and/or SARs and the grant in substitution therefore of new Options and/or SARs having a lower exercise price or (b) the amendment of outstanding Options and/or SARs to reduce the exercise price thereof. This paragraph shall not be construed to apply to “issuing or assuming a stock option in a transaction to which section 424(a) applies,” within the meaning of Section 424 of the Code. Notwithstanding the foregoing, the Committee shall have the authority, without further action by the stockholders, to effect one or more programs of the types described in the immediately preceding terms of this Section 3.6 with respect to Options and/or SARs issued and outstanding on or prior to January 1, 2006 and that are not held by executive officers or Directors.

3.7 Indemnification. In addition to such other rights of indemnification as they may have as members of the Board or the Committee or as officers or employees of the Participating Company Group, members of the Board or the Committee and any officers or employees of the Participating Company Group to whom authority to act for the Board, the Committee or the Company is delegated shall be indemnified by the Company against all reasonable expenses, including attorneys’ fees, actually and necessarily incurred in connection with the defense of any action, suit or proceeding, or in connection with any appeal therein, to which they or any of them may be a party by reason of any action taken or failure to act under or in connection with the Plan, or any right granted hereunder, and against all amounts paid by them in settlement thereof (provided such settlement is approved by independent legal counsel selected by the Company) or paid by them in satisfaction of a judgment in any such action, suit or proceeding, except in relation to matters as to which it shall be adjudged in such action, suit or proceeding that such person is liable for gross negligence, bad faith or intentional misconduct in duties; provided, however, that within sixty (60) days after the institution of such action, suit or proceeding, such person shall offer to the Company, in writing, the opportunity at its own expense to handle and defend the same.

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4. SHARES SUBJECT TO PLAN.

4.1 Maximum Number of Shares Issuable. Subject to adjustment as provided in Section 4.2, the maximum aggregate number of shares of Stock that may be issued under the Plan shall be Five Hundred Thousand (500,000). Such shares shall consist of authorized but unissued or reacquired shares of Stock or any combination thereof. If any outstanding Award for any reason expires or is terminated or canceled without having been exercised or settled in full, or if shares of Stock acquired pursuant to an Award subject to forfeiture or repurchase are forfeited or repurchased by the Company, the shares of Stock allocable to the terminated portion of such Award, or such forfeited or repurchased shares of Stock shall again be available for issuance under the Plan. Shares of Stock shall not be deemed to have been issued pursuant to the Plan (i) with respect to any portion of an Award that is settled in cash or (ii) to the extent such shares are withheld in satisfaction of tax withholding obligations pursuant to Section 14.2. Upon payment in shares of Stock pursuant to the exercise of an SAR, the number of shares available for issuance under the Plan shall be reduced only by the number of shares actually issued in such payment. If the exercise price of an Option is paid by tender to the Company, or attestation to the ownership, of shares of Stock owned by the Participant, the number of shares available for issuance under the Plan shall be reduced by the gross number of shares for which the Option is exercised.

4.2 Adjustments for Changes in Capital Structure. In the event of any change in the Stock through merger, consolidation, reorganization, reincorporation, recapitalization, reclassification, stock dividend, stock split, reverse stock split, split-up, split-off, spin-off, combination of shares, exchange of shares or similar change in the capital structure of the Company, or in the event of payment of a dividend or distribution to the stockholders of the Company in a form other than Stock (excepting normal cash dividends) that has a material effect on the Fair Market Value of shares of Stock, appropriate adjustments shall be made in the number and class of shares subject to the Plan and subject to any outstanding Awards, and to the exercise or purchase price per share under any outstanding Award. Notwithstanding the foregoing, any fractional share resulting from an adjustment pursuant to this Section 4.2 shall be rounded down to the nearest whole number, and in no event may the exercise or purchase price under any Award be decreased to an amount less than the par value, if any, of the stock subject to such Award. The adjustments determined by the Committee pursuant to this Section 4.2 shall be final, binding and conclusive.

5. ELIGIBILITY AND AWARD LIMITATIONS.

5.1 Persons Eligible for Awards. As an inducement material to the Participant’s entering into service with a Participating Company, Awards may only be granted to Employees (a) who have not previously been an Employee or Director of a Participating Company or (b) following a bonafide period of non-employment or non-service to a Participating Company; provided, however, that no Stock subject to any such Award shall vest, become exercisable or be issued prior to the date on which such person commences Service as an Employee.

5.2 Participation. Awards are granted solely at the discretion of the Committee. Eligible persons may be granted more than one (1) Award. However, eligibility in accordance with this Section shall not entitle any person to be granted an Award, or, having been granted an Award, to be granted an additional Award.