Natural MicroSystems Corporation

Notes To Consolidated Financial Statements (continued)

14—STOCK OPTION AND STOCK PURCHASE PLANS

1989 Stock Option and Stock Purchase Plan
In July 1989, the Company’s Board of Directors adopted the 1989 Stock Option and Stock Purchase Plan (the “1989 Plan”), which permitted both incentive and non-statutory options exercisable for the purchase of shares of common stock to be granted to employees, directors and consultants of the Company. In October 1993, the Board of Directors amended the 1989 Plan to provide that no further options were to be granted under the 1989 Plan after the effective date of the Company’s initial public offering.

1993 Stock Option Plan
In October 1993, the Company’s Board of Directors adopted the 1993 Stock Option Plan (the “1993 Plan”). The 1993 Plan permits both incentive and non-statutory options to be granted to employees, directors and consultants. In March 1998, the Board of Directors adopted and in April 1998, the Company’s stockholders approved (i) an increase in the number of shares available under the 1993 Plan from 1.5 million to 1.9 million and (ii) a requirement that the exercise price of options granted under the 1993 Plan be at least equal to the fair market value of the Company’s common stock on the date of grant.

1993 Non-Employee Directors Stock Option Plan
In October 1993, the Company’s Board of Directors adopted the 1993 Non-Employee Directors Stock Option Plan (the “Directors Plan”) which provides for the purchase of up to 120,000 shares of common stock pursuant to the grant of non-statutory stock options to directors who are not employees of the Company. In March 1996 the Board of Directors adopted and in May 1996 the Company’s stockholders approved (i) an increase in the number of shares for which options shall be granted to newly elected non-employee directors from 10,000 to 15,000 and (ii) an increase in the number of shares for which options shall be granted to incumbent non-employee directors from 2,000 to 5,000. In March 1999, the Board of Directors adopted and in April 1999, the Company’s stockholders approved an increase in the number of shares available under the Directors Plan from 120,000 to 240,000 shares. The exercise price of the options may not be less than 100% of the fair market value of the Company’s common stock on the date of the grant. As of December 31, 1999, 140,000 shares had been granted at prices ranging from $4.88 to $49.25 per share.

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