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<B><FONT SIZE=2><P ALIGN="CENTER">As filed with the Securities and Exchange Commission on August 10, 2005 </P>
<P ALIGN="RIGHT">Registration No. 333-&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; </P>
</B></FONT><FONT SIZE=1><P>&nbsp;</P>
</FONT><B><P ALIGN="CENTER">SECURITIES AND EXCHANGE COMMISSION</P>
<FONT SIZE=2><P ALIGN="CENTER">Washington, D.C. 20549</P>
</B></FONT><FONT SIZE=1><P>&nbsp;</P>
</FONT><B><FONT SIZE=5><P ALIGN="CENTER">FORM S-8</P>
</FONT><FONT SIZE=2><P ALIGN="CENTER">REGISTRATION STATEMENT</P>
<I><P ALIGN="CENTER">UNDER</P>
<P ALIGN="CENTER">THE SECURITIES ACT OF 1933</P>
</I></FONT><FONT SIZE=5><P ALIGN="CENTER">TRIPOS, INCORPORATED</P>
</FONT><FONT SIZE=1><P ALIGN="CENTER">(Exact name of Registrant as specified in its charter) </P></B></FONT>
<P ALIGN="CENTER"><CENTER><TABLE CELLSPACING=0 BORDER=0 WIDTH=517>
<TR><TD WIDTH="47%" VALIGN="BOTTOM">
<B><U><FONT SIZE=2><P ALIGN="CENTER">Utah</B></U></FONT></TD>
<TD WIDTH="5%" VALIGN="BOTTOM">
<P>&nbsp;</TD>
<TD WIDTH="48%" VALIGN="BOTTOM">
<B><U><FONT SIZE=2><P ALIGN="CENTER">43-1454986</B></U></FONT></TD>
</TR>
<TR><TD WIDTH="47%" VALIGN="TOP">
<B><FONT SIZE=1><P ALIGN="CENTER">(State or Other Jurisdiction </P>
<P ALIGN="CENTER">of Incorporation or Organization) </B></FONT></TD>
<TD WIDTH="5%" VALIGN="BOTTOM">
<P>&nbsp;</TD>
<TD WIDTH="48%" VALIGN="TOP">
<B><FONT SIZE=1><P ALIGN="CENTER">(I.R.S. Employer</P>
<P ALIGN="CENTER">Identification No.)</B></FONT></TD>
</TR>
</TABLE>
</CENTER></P>

<B><FONT SIZE=2><P ALIGN="CENTER">1699 South Hanley Road, Suite 303</P>
<P ALIGN="CENTER">St. Louis, MO. 63144 </P>
</FONT><FONT SIZE=1><P ALIGN="CENTER">(Address of Principal Executive Offices)(Zip Code)</P>
</B></FONT><P ALIGN="CENTER">&nbsp;</P>
<B><P ALIGN="CENTER">TRIPOS, INC. 2005 EQUITY INCENTIVE PLAN </P>
<FONT SIZE=1><P ALIGN="CENTER">(Full Title of the Plan) </P>
</B></FONT><P ALIGN="CENTER">&nbsp;</P>
<B><FONT SIZE=2><P ALIGN="CENTER">Dr. John P. McAlister, III<BR>
Chief Executive Officer and President</P>
<P ALIGN="CENTER">Tripos, Inc.</P>
<P ALIGN="CENTER">1699 South Hanley Road, Suite 303</P>
<P ALIGN="CENTER">St. Louis, MO. 63144</P>
</FONT><FONT SIZE=1><P ALIGN="CENTER">(Name and address of agent for service)</P>
</B></FONT><P ALIGN="CENTER">&nbsp;</P>
<B><FONT SIZE=2><P ALIGN="CENTER">(314) 647-1099 </P>
</FONT><FONT SIZE=1><P ALIGN="CENTER">(Telephone number, including area code, of agent for service) </P>
</FONT><I><FONT SIZE=2><P ALIGN="CENTER">Copy to: </P>
</I><P ALIGN="CENTER">Roger D. Stern, Esq.</P>
<P ALIGN="CENTER">WILSON SONSINI GOODRICH &amp; ROSATI, PC</P>
<P ALIGN="CENTER">950 Page Mill Road</P>
<P ALIGN="CENTER">Palo Alto, California 94304</P>
<P ALIGN="CENTER">Telephone: (650) 493-9300</P>
<P ALIGN="CENTER">CALCULATION OF REGISTRATION FEE</P></B></FONT>
<P ALIGN="CENTER"><CENTER><TABLE CELLSPACING=0 BORDER=0 WIDTH=754>
<TR><TD WIDTH="24%" VALIGN="BOTTOM">
<B><FONT SIZE=1><P ALIGN="CENTER">Title of Securities<BR>
<U>To be Registered</B></U></FONT></TD>
<TD WIDTH="3%" VALIGN="BOTTOM">
<P>&nbsp;</TD>
<TD WIDTH="17%" VALIGN="BOTTOM">
<B><FONT SIZE=1><P ALIGN="CENTER">Amount&nbsp;to&nbsp;be<BR>
<U>Registered&nbsp;(1</U>)</B></FONT></TD>
<TD WIDTH="3%" VALIGN="BOTTOM">
<P>&nbsp;</TD>
<TD WIDTH="18%" VALIGN="BOTTOM">
<B><FONT SIZE=1><P ALIGN="CENTER">Proposed&nbsp;Maximum<BR>
Offering<BR>
<U>Price Per Share (2</U>)<U> </B></U></FONT></TD>
<TD WIDTH="3%" VALIGN="BOTTOM">
<P>&nbsp;</TD>
<TD WIDTH="15%" VALIGN="BOTTOM">
<B><FONT SIZE=1><P ALIGN="CENTER">Proposed&nbsp;Maximum<BR>
Aggregate<BR>
<U>Offering&nbsp;Price</B></U></FONT></TD>
<TD WIDTH="3%" VALIGN="BOTTOM">
<P>&nbsp;</TD>
<TD WIDTH="15%" VALIGN="BOTTOM">
<B><FONT SIZE=1><P ALIGN="CENTER">Amount of<BR>
<U>Registration&nbsp;Fee</B></U></FONT></TD>
</TR>
<TR><TD WIDTH="24%" VALIGN="TOP">
<FONT SIZE=1><P>Common Stock, $0.01 par value</FONT></TD>
<TD WIDTH="3%" VALIGN="BOTTOM">
<P>&nbsp;</TD>
<TD WIDTH="17%" VALIGN="BOTTOM">
<FONT SIZE=1><P ALIGN="CENTER">1,100,000</FONT></TD>
<TD WIDTH="3%" VALIGN="BOTTOM">
<P>&nbsp;</TD>
<TD WIDTH="18%" VALIGN="BOTTOM">
<FONT SIZE=1><P ALIGN="CENTER">$&nbsp;3.78&nbsp;(2)</FONT></TD>
<TD WIDTH="3%" VALIGN="BOTTOM">
<P>&nbsp;</TD>
<TD WIDTH="15%" VALIGN="BOTTOM">
<FONT SIZE=1><P ALIGN="CENTER">$&nbsp;4,158,000</FONT></TD>
<TD WIDTH="3%" VALIGN="BOTTOM">
<P>&nbsp;</TD>
<TD WIDTH="15%" VALIGN="BOTTOM">
<FONT SIZE=1><P ALIGN="CENTER">$&nbsp;489.40</FONT></TD>
</TR>
</TABLE>
</CENTER></P>

<FONT SIZE=1><P ALIGN="CENTER">&nbsp;</P><DIR>

<P>(1) &nbsp; Pursuant to Rule 416(a) of the Securities Act of 1933, as amended (the "Securities Act"), this Registration Statement shall be deemed to cover an indeterminable number of additional shares that may become issuable pursuant to the anti-dilution provisions of the 2005 Equity Incentive Plan.</P>
<P>(2) &nbsp; The Proposed Maximum Offering Price Per Share has been estimated in accordance with Rule 457(h) under the Securities Act solely for the purpose of calculating the registration fee on the basis of the average of the high and low prices of the Common Stock of Tripos, Inc. (the "Registrant" or "Tripos") on the Nasdaq National Market System on August 4, 2005.</P>
<P>&nbsp;</P>
<P>&nbsp;</P></DIR>

</FONT><B><FONT SIZE=2><P ALIGN="CENTER">PART II</P>
<P ALIGN="CENTER"><A NAME="_DV_M16"></A>INFORMATION REQUIRED IN THE REGISTRATION STATEMENT</P>
<P><A NAME="_DV_M17"></A></P>
<P>Item 3. Incorporation of Documents by Reference</P>
</B><P><A NAME="_DV_M18"></A>The Registrant hereby incorporates by reference into this Registration Statement the following documents previously filed with the Securities and Exchange Commission (the "Commission"):</P>
<P>(a)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Registrant's Annual Report on Form 10-K (File No. 000-23666) for the year ended December 31, 2004, filed with the Commission on March 16, 2005 pursuant to Section 13 of the Securities Exchange Act of 1934, as amended (the "Exchange Act");</P>
<P>(b)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;All other reports filed pursuant to Section 13(a) or 15(d) of the Exchange Act since the end of the fiscal year covered by the Registrant's Annual Report referred to in (a) above; and</P>
<P>(c)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The description of the Registrant's common stock contained in our Registration Statement on Form 8-A, and any amendment or report filed with the Commission for the purposes of updating such description. </P>
<P>All documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective amendment which indicates that all securities registered have been sold or which de-registers all securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be part hereof from the date of filing of such documents. Any statement contained in a document incorporated or deemed to be incorporated by reference in this Registration Statement shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.</P>
<B><P><A NAME="_DV_M23"></A>Item 4. Description of Securities</P>
</B><P><A NAME="_DV_M24"></A>Inapplicable.</P>
<B><P><A NAME="_DV_M25"></A></P>
<P>Item 5. Interests of Named Experts and Counsel</P>
</B><P><A NAME="_DV_M26"></A>Inapplicable.</P>
<P>&nbsp;</P>
<B><P><A NAME="_DV_M27"></A>Item 6.</B> <B>Indemnification of Directors and Officers</P>
</B><P><A NAME="_DV_M28"></A>The Utah Revised Business Corporation Act (the "Revised Act") contains provisions permitting and, in some situations requiring, Utah corporations to indemnify their directors and officers against liabilities and expenses incurred in connection with their services to the corporation in those capacities, and to provide advancements of reasonable expenses with respect thereto. Our articles of incorporation and bylaws, as amended to date, include provisions requiring us to indemnify our directors and officers to the fullest extent permitted under the Revised Act.</P>
<P>The Revised Act permits indemnification of directors, in the case of a third party action, if (i) the director's conduct was in good faith, (ii) the director reasonably believed that his or her conduct was in, or not opposed to, the corporation's best interest, and (iii) in the case of any criminal proceeding, the director had no reasonable cause to believe that his or her conduct was unlawful. The Revised Act also permits indemnification of officers to the same extent as directors. The Revised Act further provides for mandatory indemnification against all reasonable expenses incurred by directors and officers who are successful, on the merits or otherwise, in connection with the defense of any proceeding to which they become parties, or in the defense of any claim, issue or matter in such proceeding, because of their position as officers and/or directors, unless otherwise limited by the corporation's articles of incorporation.</P>
<P>Our bylaws require us to indemnify our directors and officers to the fullest extent permitted by the Revised Act, against all reasonable expenses incurred by a director or officer in connection with any proceeding by or in the right of Tripos, if the director or officer acted in good faith and not in a manner he or she reasonably believed to be in or not opposed to our best interests. Generally, the Revised Act prohibits indemnification of a director in a derivative action in which the director is adjudged liable to the corporation, or in any proceeding in which the director is adjudged liable to the corporation, or in any proceeding in which the director is adjudged liable to the corporation on the basis that he or she derived an improper personal benefit. However, upon application by a director or officer, a court may order indemnification if it determines that the director or officer is fairly and reasonably entitled to indemnification in view of all the relevant circumstances, even if the director or officer failed to meet the applicable standard of conduct or is adjudged liable to the corporation. However, under circumstances where the director or officer is adjudged liable to the corporation, such indemnification is limited to reasonable expenses incurred.</P>
<P>In addition, the Revised Act and our bylaws authorize us to purchase insurance for our directors and officers insuring them against certain risks as to which we may be unable lawfully to indemnify them. We have purchased insurance coverage for our officers and directors as well as insurance coverage to reimburse us for potential costs of corporate indemnification of our officers and directors. </P>
<P>We have entered into indemnification agreements with our directors and officers containing provisions that we believe are consistent with the specific indemnification provisions of the Revised Act and our bylaws. The indemnification agreements require us to indemnify such directors and officers against expenses, including attorneys' fees, judgments, fines and amounts paid in settlement that may arise by reason of their status or service as directors or officers (other than liabilities arising from willful misconduct of a culpable nature) and to advance expenses incurred as a result of any proceeding against them as to which they could be indemnified.</P>
<P>Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors and officers and controlling persons pursuant to the foregoing provisions, we have been advised that, in the opinion of the Securities and Exchange Commission, such indemnification is against public policy as expressed in the Securities Act of 1933 and is therefore unenforceable.</P>
<P>In addition, our articles of incorporation provide that no director shall be personally liable to us or our shareholders for monetary damages for any action taken, or any failure to take any action, as a director. This provision does not apply to (i) the amount of a financial benefit received to which a director is not entitled, (ii) an intentional infliction of harm on us or our shareholders, (iii) liability for unlawful distributions to which the director assents, or (iv) an intentional violation of criminal law. This provision does not limit or eliminate our rights or the rights of any shareholder to seek non-monetary relief, such as an injunction or rescission, in the event of any misconduct or breach of a director's standards of conduct, nor does it affect the rights of our shareholders to remove directors, with or without cause, as permitted under the Revised Act and our bylaws.</P>
<B><P><A NAME="_DV_M29"></A></P>
<P>Item 7. Exemption from Registration Claimed</P>
</B><P><A NAME="_DV_M30"></A>Inapplicable.</P>
<B><P><A NAME="_DV_M31"></A></P>
<P>Item 8.</B> <B>Exhibits</P></B></FONT>
<TABLE CELLSPACING=0 BORDER=0 CELLPADDING=7 WIDTH=600>
<TR><TD WIDTH="4%" VALIGN="TOP">
<P><A NAME="_DV_M49"><A NAME="_DV_M32"><A NAME="_DV_M42"></A></A></A>&nbsp;</TD>
<TD WIDTH="20%" VALIGN="TOP">
<B><U><FONT SIZE=2><P>Exhibit Number<BR>
</B></U></FONT></TD>
<TD WIDTH="76%" VALIGN="TOP">
<B><U><FONT SIZE=2><P>Description<BR>
</B></U></FONT></TD>
</TR>
<TR><TD WIDTH="4%" VALIGN="TOP">
<P>&nbsp;</TD>
<TD WIDTH="20%" VALIGN="TOP">
<FONT SIZE=2><P>4.1</FONT></TD>
<TD WIDTH="76%" VALIGN="TOP">
<FONT SIZE=2><P>2005 Equity Incentive Plan</FONT></TD>
</TR>
<TR><TD WIDTH="4%" VALIGN="TOP">
<P>&nbsp;</TD>
<TD WIDTH="20%" VALIGN="TOP">
<FONT SIZE=2><P>5.1</FONT></TD>
<TD WIDTH="76%" VALIGN="TOP">
<FONT SIZE=2><P>Opinion of Counsel as to the legality of the securities being registered</FONT></TD>
</TR>
<TR><TD WIDTH="4%" VALIGN="TOP">
<P>&nbsp;</TD>
<TD WIDTH="20%" VALIGN="TOP">
<FONT SIZE=2><P>23.1</FONT></TD>
<TD WIDTH="76%" VALIGN="TOP">
<FONT SIZE=2><P>Consent of Independent Registered Public Accounting Firm</FONT></TD>
</TR>
<TR><TD WIDTH="4%" VALIGN="TOP">
<P>&nbsp;</TD>
<TD WIDTH="20%" VALIGN="TOP">
<FONT SIZE=2><P>23.2</FONT></TD>
<TD WIDTH="76%" VALIGN="TOP">
<FONT SIZE=2><P>Consent of Independent Registered Public Accounting Firm</FONT></TD>
</TR>
<TR><TD WIDTH="4%" VALIGN="TOP">
<P>&nbsp;</TD>
<TD WIDTH="20%" VALIGN="TOP">
<FONT SIZE=2><P>23.3</FONT></TD>
<TD WIDTH="76%" VALIGN="TOP">
<FONT SIZE=2><P>Consent of Counsel (included in Exhibit 5.1)</FONT></TD>
</TR>
<TR><TD WIDTH="4%" VALIGN="TOP">
<P>&nbsp;</TD>
<TD WIDTH="20%" VALIGN="TOP">
<FONT SIZE=2><P>24.1</FONT></TD>
<TD WIDTH="76%" VALIGN="TOP">
<FONT SIZE=2><P>Power of Attorney (included on the signature page)</FONT></TD>
</TR>
</TABLE>

<B><FONT SIZE=2><P>&nbsp;</P>
<P>Item 9.&nbsp;&nbsp;&nbsp;&nbsp;Undertakings </P>
</B></FONT><FONT SIZE=1><P>&nbsp;</FONT><FONT SIZE=2>(a)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Registrant hereby undertakes:</P>
<P>(1)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement to include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement.</P>
<P>(2)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new Registration Statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.</P>
<P>(3)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;To remove from registration by means of a post-effective amendment any of the securities being registered that remain unsold at the termination of the offering.</P>
<P>(b)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant's Annual Report on Form 10-K pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.</P>
<P>(c)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.</P>
<B><P ALIGN="CENTER">SIGNATURES</P>
</B><P>Pursuant to the requirements of the Securities Act, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of St. Louis, State of Missouri on the 10th day of August, 2005.</P>
</FONT><P>&nbsp;</P>
<P ALIGN="RIGHT"><TABLE CELLSPACING=0 BORDER=0 WIDTH=344>
<TR><TD VALIGN="BOTTOM" COLSPAN=2>
<FONT SIZE=2><P>TRIPOS, INC.</FONT></TD>
</TR>
<TR><TD WIDTH="16%" VALIGN="MIDDLE" HEIGHT=25><P></P></TD>
<TD WIDTH="84%" VALIGN="MIDDLE" HEIGHT=25><P></P></TD>
</TR>
<TR><TD WIDTH="16%" VALIGN="TOP">
<FONT SIZE=2><P>By:</FONT></TD>
<TD WIDTH="84%" VALIGN="BOTTOM">
<FONT SIZE=2><P>/<U>s/&nbsp;&nbsp;&nbsp;&nbsp;John P. McAlister</U></FONT></TD>
</TR>
<TR><TD WIDTH="16%" VALIGN="MIDDLE">
<P>&nbsp;</TD>
<TD WIDTH="84%" VALIGN="BOTTOM">
<B><FONT SIZE=2><P>Dr. John P. McAlister<BR>
President and Chief Executive Officer</B></FONT></TD>
</TR>
</TABLE>
</P>

<B><FONT SIZE=2><P ALIGN="CENTER">&nbsp;</P>
<P ALIGN="CENTER">POWER OF ATTORNEY</P>
</B><P>KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints John P. McAlister, B. James Rubin and John D. Yingling and each of them, his true and lawful attorneys-in-fact and agents, each with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments, including post-effective amendments, to this Registration Statement on Form S-8 and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that each of said attorneys-in-fact and agents or their substitute or substitutes may lawfully do or cause to be done by virtue hereof.</P>
<P><A NAME="_DV_M54"></A></P>
<P>Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on August 10, 2005.</P>
<P>&nbsp;</P></FONT>
<TABLE CELLSPACING=0 BORDER=0 WIDTH=451>
<TR><TD WIDTH="43%" VALIGN="BOTTOM">
<B><U><FONT SIZE=2><P>Signature</B></U></FONT></TD>
<TD WIDTH="5%" VALIGN="BOTTOM">
<P>&nbsp;</TD>
<TD WIDTH="52%" VALIGN="BOTTOM">
<B><U><FONT SIZE=2><P ALIGN="CENTER">Title</B></U></FONT></TD>
</TR>
<TR><TD WIDTH="43%" VALIGN="TOP">
<P>&nbsp;</TD>
<TD WIDTH="5%" VALIGN="BOTTOM">
<P>&nbsp;</TD>
<TD WIDTH="52%" VALIGN="TOP">
<P>&nbsp;</TD>
</TR>
<TR><TD WIDTH="43%" VALIGN="TOP" HEIGHT=45>
<U><FONT SIZE=2><P>&nbsp;/s/ John P. McAlister<BR>
</U><B>John P. McAlister</B></FONT></TD>
<TD WIDTH="5%" VALIGN="BOTTOM" HEIGHT=45><P></P></TD>
<TD WIDTH="52%" VALIGN="TOP" HEIGHT=45>
<FONT SIZE=2><P>President, Chief Executive Officer<BR>
and Director<BR>
(Principal Executive Officer)</FONT></TD>
</TR>
<TR><TD WIDTH="43%" VALIGN="MIDDLE" HEIGHT=12><P></P></TD>
<TD WIDTH="5%" VALIGN="MIDDLE" HEIGHT=12><P></P></TD>
<TD WIDTH="52%" VALIGN="MIDDLE" HEIGHT=12><P></P></TD>
</TR>
<TR><TD WIDTH="43%" VALIGN="TOP">
<U><FONT SIZE=2><P>/s/&nbsp;&nbsp;&nbsp;&nbsp;B. James Rubin<BR>
</U><B>B. James Rubin</B></FONT></TD>
<TD WIDTH="5%" VALIGN="BOTTOM">
<P>&nbsp;</TD>
<TD WIDTH="52%" VALIGN="TOP">
<FONT SIZE=2><P>Senior Vice President and Chief Financial Officer and Secretary<BR>
(Principal Financial Officer)</FONT></TD>
</TR>
<TR><TD WIDTH="43%" VALIGN="MIDDLE" HEIGHT=12><P></P></TD>
<TD WIDTH="5%" VALIGN="MIDDLE" HEIGHT=12><P></P></TD>
<TD WIDTH="52%" VALIGN="MIDDLE" HEIGHT=12><P></P></TD>
</TR>
<TR><TD WIDTH="43%" VALIGN="TOP">
<U><FONT SIZE=2><P>/s/&nbsp;&nbsp;&nbsp;&nbsp;John D. Yingling<BR>
</U><B>John D. Yingling</B> </FONT></TD>
<TD WIDTH="5%" VALIGN="BOTTOM">
<P>&nbsp;</TD>
<TD WIDTH="52%" VALIGN="TOP">
<FONT SIZE=2><P>Vice President, Chief Accounting Officer<BR>
and Assistant Secretary<BR>
(Principal Accounting Officer)</FONT></TD>
</TR>
<TR><TD WIDTH="43%" VALIGN="MIDDLE" HEIGHT=12><P></P></TD>
<TD WIDTH="5%" VALIGN="MIDDLE" HEIGHT=12><P></P></TD>
<TD WIDTH="52%" VALIGN="MIDDLE" HEIGHT=12><P></P></TD>
</TR>
<TR><TD WIDTH="43%" VALIGN="TOP">
<U><FONT SIZE=2><P>/s/&nbsp;&nbsp;&nbsp;&nbsp;Ralph S. Lobdell<BR>
</U><B>Ralph S. Lobdell</B></FONT></TD>
<TD WIDTH="5%" VALIGN="BOTTOM">
<P>&nbsp;</TD>
<TD WIDTH="52%" VALIGN="TOP">
<FONT SIZE=2><P>Chairman of the Board of Directors</FONT></TD>
</TR>
<TR><TD WIDTH="43%" VALIGN="MIDDLE" HEIGHT=12><P></P></TD>
<TD WIDTH="5%" VALIGN="MIDDLE" HEIGHT=12><P></P></TD>
<TD WIDTH="52%" VALIGN="MIDDLE" HEIGHT=12><P></P></TD>
</TR>
<TR><TD WIDTH="43%" VALIGN="TOP">
<U><FONT SIZE=2><P>/s/&nbsp;&nbsp;&nbsp;&nbsp;Gary Meredith<BR>
</U><B>Gary Meredith</B></FONT></TD>
<TD WIDTH="5%" VALIGN="BOTTOM">
<P>&nbsp;</TD>
<TD WIDTH="52%" VALIGN="TOP">
<FONT SIZE=2><P>Director</FONT></TD>
</TR>
<TR><TD WIDTH="43%" VALIGN="MIDDLE" HEIGHT=12><P></P></TD>
<TD WIDTH="5%" VALIGN="MIDDLE" HEIGHT=12><P></P></TD>
<TD WIDTH="52%" VALIGN="MIDDLE" HEIGHT=12><P></P></TD>
</TR>
<TR><TD WIDTH="43%" VALIGN="TOP">
<U><FONT SIZE=2><P>/s/&nbsp;&nbsp;&nbsp;&nbsp;Stewart Carrell<BR>
</U><B>Stewart Carrell</B></FONT></TD>
<TD WIDTH="5%" VALIGN="BOTTOM">
<P>&nbsp;</TD>
<TD WIDTH="52%" VALIGN="TOP">
<FONT SIZE=2><P>Director</FONT></TD>
</TR>
<TR><TD WIDTH="43%" VALIGN="MIDDLE" HEIGHT=12><P></P></TD>
<TD WIDTH="5%" VALIGN="MIDDLE" HEIGHT=12><P></P></TD>
<TD WIDTH="52%" VALIGN="MIDDLE" HEIGHT=12><P></P></TD>
</TR>
<TR><TD WIDTH="43%" VALIGN="TOP">
<U><FONT SIZE=2><P>/s/&nbsp;&nbsp;&nbsp;&nbsp;Ferid Murad<BR>
</U><B>Ferid Murad</B></FONT></TD>
<TD WIDTH="5%" VALIGN="BOTTOM">
<P>&nbsp;</TD>
<TD WIDTH="52%" VALIGN="TOP">
<FONT SIZE=2><P>Director</FONT></TD>
</TR>
<TR><TD WIDTH="43%" VALIGN="TOP">
<P>&nbsp;</TD>
<TD WIDTH="5%" VALIGN="BOTTOM">
<P>&nbsp;</TD>
<TD WIDTH="52%" VALIGN="TOP">
<P>&nbsp;</TD>
</TR>
<TR><TD WIDTH="43%" VALIGN="TOP">
<U><FONT SIZE=2><P>/s/&nbsp;&nbsp;&nbsp;&nbsp;Alfred Alberts<BR>
</U><B>Alfred Alberts</B></FONT></TD>
<TD WIDTH="5%" VALIGN="BOTTOM">
<P>&nbsp;</TD>
<TD WIDTH="52%" VALIGN="TOP">
<FONT SIZE=2><P>Director</FONT></TD>
</TR>
</TABLE>

<B><FONT SIZE=2><P><A NAME="_DV_M65"><A NAME="_DV_M55"><A NAME="_DV_M64"></A></A></A></P>
<P>&nbsp;</P>
<P>INDEX TO EXHIBITS</P>
<U><P><A NAME="_DV_M66"></A></P></B></U></FONT>
<TABLE CELLSPACING=0 BORDER=0 CELLPADDING=7 WIDTH=637>
<TR><TD WIDTH="4%" VALIGN="TOP" HEIGHT=10><P></P></TD>
<TD WIDTH="20%" VALIGN="TOP" HEIGHT=10>
<B><U><FONT SIZE=2><P>Exhibit Number<BR>
</B></U></FONT></TD>
<TD WIDTH="76%" VALIGN="TOP" HEIGHT=10>
<B><U><FONT SIZE=2><P>Description<BR>
</B></U></FONT></TD>
</TR>
<TR><TD WIDTH="4%" VALIGN="TOP">
<P>&nbsp;</TD>
<TD WIDTH="20%" VALIGN="TOP">
<FONT SIZE=2><P>4.1</FONT></TD>
<TD WIDTH="76%" VALIGN="TOP">
<FONT SIZE=2><P>2005 Equity Incentive Plan</FONT></TD>
</TR>
<TR><TD WIDTH="4%" VALIGN="TOP">
<P>&nbsp;</TD>
<TD WIDTH="20%" VALIGN="TOP">
<FONT SIZE=2><P>5.1</FONT></TD>
<TD WIDTH="76%" VALIGN="TOP">
<FONT SIZE=2><P>Opinion of Counsel as to the legality of the securities being registered</FONT></TD>
</TR>
<TR><TD WIDTH="4%" VALIGN="TOP">
<P>&nbsp;</TD>
<TD WIDTH="20%" VALIGN="TOP">
<FONT SIZE=2><P>23.1</FONT></TD>
<TD WIDTH="76%" VALIGN="TOP">
<FONT SIZE=2><P>Consent of Independent Registered Public Accounting Firm</FONT></TD>
</TR>
<TR><TD WIDTH="4%" VALIGN="TOP">
<P>&nbsp;</TD>
<TD WIDTH="20%" VALIGN="TOP">
<FONT SIZE=2><P>23.2</FONT></TD>
<TD WIDTH="76%" VALIGN="TOP">
<FONT SIZE=2><P>Consent of Independent Registered Public Accounting Firm</FONT></TD>
</TR>
<TR><TD WIDTH="4%" VALIGN="TOP">
<P>&nbsp;</TD>
<TD WIDTH="20%" VALIGN="TOP">
<FONT SIZE=2><P>23.3</FONT></TD>
<TD WIDTH="76%" VALIGN="TOP">
<FONT SIZE=2><P>Consent of Counsel (included in Exhibit 5.1)</FONT></TD>
</TR>
<TR><TD WIDTH="4%" VALIGN="TOP">
<P>&nbsp;</TD>
<TD WIDTH="20%" VALIGN="TOP">
<FONT SIZE=2><P>24.1</FONT></TD>
<TD WIDTH="76%" VALIGN="TOP">
<FONT SIZE=2><P>Power of Attorney (included on the signature page)</FONT></TD>
</TR>
</TABLE>

<FONT FACE="Arial"><P><A NAME="_DV_M67"><A NAME="_DV_M71"></A></A></P>
<P>&nbsp;</P>
</FONT><B><FONT SIZE=2><P>Exhibit 4.1</P>
</B><P>&nbsp;</P>
<B><P ALIGN="CENTER">TRIPOS, INC.</P>
<P ALIGN="CENTER">2005 EQUITY INCENTIVE PLAN</P>
<U><P>1.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Purposes of the Plan.</U> The purposes of this Equity Incentive Plan are:</P><DIR>
<DIR>

</B><P>--to attract and retain the best available personnel for positions of substantial responsibility,</P>
<P>--to provide additional incentive to Service Providers, and</P>
<P>--to promote the success of the Company's business.</P></DIR>
</DIR>

<P>Awards granted under the Plan may be Incentive Stock Options, Nonstatutory Stock Options, Restricted Stock, Restricted Stock Units, Stock Appreciation Rights, Performance Shares, Performance Units, Deferred Stock Units or Dividend Equivalents, as determined by the Administrator at the time of grant.</P>
<B><U><P>2.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Definitions</U>. As used herein, the following definitions shall apply:</P>
</B><P>(a)&nbsp;&nbsp;&nbsp;"<U>Administrator</U>" means the Board or any of its Committees as shall be administering the Plan, in accordance with Section 4 of the Plan.</P>
<P>(b)&nbsp;&nbsp;&nbsp;"<U>Annual Revenue</U>" means the Company's or a business unit's net sales for the Fiscal Year, determined in accordance with generally accepted accounting principles.</P>
<P>(c)&nbsp;&nbsp;&nbsp;"<U>Applicable Laws</U>" means the requirements relating to the administration of equity compensation plans under U.S. state corporate laws, U.S. federal and state securities laws, the Code, any stock exchange or quotation system on which the Shares are listed or quoted and the applicable laws of any other country or jurisdiction where Awards are granted under the Plan.</P>
<P>(d)&nbsp;&nbsp;&nbsp;"<U>Award</U>" means, individually or collectively, a grant under the Plan of Options, Restricted Stock, Restricted Stock Units, Stock Appreciation Rights, Performance Shares, Performance Units, Deferred Stock Units or Dividend Equivalents.</P>
<P>(e)&nbsp;&nbsp;&nbsp;"<U>Award Agreement</U>" means the written or electronic agreement setting forth the terms and provisions applicable to each Award granted under the Plan. The Award Agreement is subject to the terms and conditions of the Plan.</P>
<P>(f)&nbsp;&nbsp;&nbsp;"<U>Awarded Stock</U>" means the Common Stock subject to an Award.</P>
<P>(g)&nbsp;&nbsp;&nbsp;"<U>Board</U>" means the Board of Directors of the Company. </P>
<P>(h)&nbsp;&nbsp;&nbsp;"<U>Cash Position</U>" means the Company's level of cash and cash equivalents.</P>
<P>(i)&nbsp;&nbsp;&nbsp; "<U>Change of Control</U>" means the occurrence of any of the following events, in one or a series of related transactions:</P>
<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(i)&nbsp;&nbsp;any "person," as such term is used in Sections 13(d) and 14(d) of the Exchange Act, other than the Company, a subsidiary of the Company or a Company employee benefit plan, including any trustee of such plan acting as trustee, is or becomes the "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing fifty percent (50%) or more of the combined voting power of the Company's then outstanding securities entitled to vote generally in the election of directors; or</P>
<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(ii)&nbsp;&nbsp;a merger or consolidation of the Company or any direct or indirect subsidiary of the Company with any other corporation, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) at least fifty percent (50%) of the total voting power represented by the voting securities of the Company or such surviving entity outstanding immediately after such merger or consolidation; or </P>
<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(iii)&nbsp;&nbsp;the sale or disposition by the Company of all or substantially all the Company's assets; or</P>
<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(iv)&nbsp;&nbsp;a change in the composition of the Board, as a result of which fewer than a majority of the directors are Incumbent Directors. "Incumbent Directors" shall mean directors who either (A) are Directors as of the date this Plan is approved by the Board, or (B) are elected, or nominated for election, to the Board with the affirmative votes of at least a majority of the Incumbent Directors and whose election or nomination was not in connection with any transaction described in (i) or (ii) above or in connection with an actual or threatened proxy contest relating to the election of directors of the Company.</P>
<P>(j)&nbsp;&nbsp;&nbsp;"<U>Code</U>" means the Internal Revenue Code of 1986, as amended.</P>
<P>(k)&nbsp;&nbsp;&nbsp;"<U>Committee</U>" means a Committee appointed by the Board in accordance with Section 4 of the Plan.</P>
<P>(l)&nbsp;&nbsp;&nbsp;"<U>Common Stock</U>" means the Common Stock of the Company.</P>
<P>(m)&nbsp;&nbsp;&nbsp;"<U>Company</U>" means Tripos, Inc.</P>
<P>(n)&nbsp;&nbsp;&nbsp;"<U>Consultant</U>" means any person, including an advisor, engaged by the Company or a Parent or Subsidiary to render services and who is compensated for such services.</P>
<P>(o)&nbsp;&nbsp;&nbsp;"<U>Deferred Stock Unit</U>" means a deferred stock unit Award granted to a Participant pursuant to Section 15.</P>
<P>(p)&nbsp;&nbsp;&nbsp;"<U>Director</U>" means a member of the Board.</P>
<P>(q)&nbsp;&nbsp;&nbsp;"<U>Disability</U>" means total and permanent disability as defined in Section 22(e)(3) of the Code.</P>
<P>(r)&nbsp;&nbsp;&nbsp;"<U>Dividend Equivalent</U>" means a credit, payable in cash, made at the discretion of the Administrator, to the account of a Participant in an amount equal to the cash dividends paid on one Share for each Share represented by an Award held by such Participant. The Dividend Equivalent for each Share subject to an Award shall only be paid to a Participant on the vesting date for such Share.</P>
<P>(s)&nbsp;&nbsp;&nbsp;"<U>Earnings Per Share</U>" means as to any Fiscal Year, the Company's or a business unit's Net Income, divided by a weighted average number of common shares outstanding and dilutive common equivalent shares deemed outstanding, determined in accordance with generally accepted accounting principles.</P>
<P>(t)&nbsp;&nbsp;&nbsp;"<U>Employee</U>" means any person, including Officers and Directors, employed by the Company or any Parent or Subsidiary of the Company. A Service Provider shall not cease to be an Employee in the case of (i) any leave of absence approved by the Company or (ii) transfers between locations of the Company or between the Company, its Parent, any Subsidiary, or any successor. For purposes of Incentive Stock Options, no such leave may exceed ninety days, unless reemployment upon expiration of such leave is guaranteed by statute or contract. If reemployment upon expiration of a leave of absence approved by the Company is not so guaranteed, then three (3) months following the 91st day of such leave any Incentive Stock Option held by the Participant shall cease to be treated as an Incentive Stock Option and shall be treated for tax purposes as a Nonstatutory Stock Option. </P>
<P>(u)&nbsp;&nbsp;&nbsp;"<U>Exchange Act</U>" means the Securities Exchange Act of 1934, as amended.</P>
<P>(v)&nbsp;&nbsp;&nbsp;"<U>Fair Market Value</U>" means, as of any date, the value of Common Stock determined as follows:</P>
<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(i)&nbsp;&nbsp;If the Common Stock is listed on any established stock exchange or a national market system, including without limitation the Nasdaq National Market of the National Association of Securities Dealers, Inc. Automated Quotation ("Nasdaq") System, the Fair Market Value of a Share of Common Stock shall be the closing sales price for such stock (or the closing bid, if no sales were reported) as quoted on such system or exchange (or the exchange with the greatest volume of trading in Common Stock) on the day of determination, as reported in The Wall Street Journal or such other source as the Administrator deems reliable;</P>
<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(ii)&nbsp;&nbsp;If the Common Stock is quoted on the Nasdaq System (but not on the Nasdaq National Market thereof) or is regularly quoted by a recognized securities dealer but selling prices are not reported, the Fair Market Value of a Share of Common Stock shall be the mean between the high bid and low asked prices for the Common Stock on the last market trading day prior to the day of determination, as reported in The Wall Street Journal or such other source as the Administrator deems reliable;</P>
<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(iii)&nbsp;&nbsp;In the absence of an established market for the Common Stock, the Fair Market Value shall be determined in good faith by the Administrator. </P>
<P>(w)&nbsp;&nbsp;&nbsp;"<U>Fiscal Year</U>" means a fiscal year of the Company. </P>
<P>(x)&nbsp;&nbsp;&nbsp;"<U>Incentive Stock Option</U>" means an Option intended to qualify as an incentive stock option within the meaning of Section 422 of the Code and the regulations promulgated thereunder. </P>
<P>(y)&nbsp;&nbsp;&nbsp;"<U>Net Income</U>" means as to any Fiscal Year, the income after taxes of the Company for the Fiscal Year determined in accordance with generally accepted accounting principles.</P>
<P>(z)&nbsp;&nbsp;&nbsp;"<U>Nonstatutory Stock Option</U>" means an Option not intended to qualify as an Incentive Stock Option.</P>
<P>(aa)&nbsp;&nbsp;&nbsp;"<U>Notice of Grant</U>" means a written or electronic notice evidencing certain terms and conditions of an individual Award. The Notice of Grant is part of the Option Agreement.</P>
<P>(bb)&nbsp;&nbsp;&nbsp;"<U>Officer</U>" means a person who is an officer of the Company within the meaning of Section 16 of the Exchange Act and the rules and regulations promulgated thereunder.</P>
<P>(cc)&nbsp;&nbsp;&nbsp;"<U>Operating Cash Flow</U>" means the Company's or a business unit's sum of Net Income plus depreciation and amortization less capital expenditures plus changes in working capital comprised of accounts receivable, inventories, other current assets, trade accounts payable, accrued expenses, product warranty, advance payments from customers and long-term accrued expenses, determined in accordance with generally acceptable accounting principles. </P>
<P>(dd)&nbsp;&nbsp;&nbsp;"<U>Operating Income</U>" means the Company's or a business unit's income from operations but excluding any unusual items, determined in accordance with generally accepted accounting principles.</P>
<P>(ee)&nbsp;&nbsp;&nbsp;"<U>Option</U>" means a stock option granted pursuant to the Plan.</P>
<P>(ff)&nbsp;&nbsp;&nbsp;"<U>Option Agreement</U>" means a written or electronic agreement between the Company and a Participant evidencing the terms and conditions of an individual Option grant. The Option Agreement is subject to the terms and conditions of the Plan.</P>
<P>(gg)&nbsp;&nbsp;&nbsp;"<U>Parent</U>" means a "parent corporation", whether now or hereafter existing, as defined in Section 424(e) of the Code. </P>
<P>(hh)&nbsp;&nbsp;&nbsp;"<U>Participant</U>" means the holder of an outstanding Award granted under the Plan.</P>
<P>(ii)&nbsp;&nbsp;&nbsp;"<U>Performance Goals</U>" means the goal(s) (or combined goal(s)) determined by the Administrator (in its discretion) to be applicable to a Participant with respect to an Award. As determined by the Administrator, the Performance Goals applicable to an Award may provide for a targeted level or levels of achievement using one or more of the following measures: (a) Annual Revenue, (b) Cash Position, (c) Earnings Per Share, (d) Net Income, (e) Operating Cash Flow, (f) Operating Income, (g) Return on Assets, (h) Return on Equity, (i) Return on Sales, and (j) Total Stockholder Return. The Performance Goals may differ from Participant to Participant and from Award to Award. The Administrator shall appropriately adjust any evaluation of performance under a Performance Goal to exclude (i) any extraordinary non-recurring items as described in Accounting Principles Board Opinion No. 30 and/or in management's discussion and analysis of financial conditions and results of operations appearing in the Company's annual report to stockholders for the applicable year, or (ii) the effect of any changes in accounting principles affecting the Company's or a business units' reported results.</P>
<P>(jj)&nbsp;&nbsp;&nbsp;"<U>Performance Share</U>" means a performance share Award granted to a Participant pursuant to Section 13.</P>
<P>(kk)&nbsp;&nbsp;&nbsp;"<U>Performance Unit</U>" means a performance unit Award granted to a Participant pursuant to Section 14. </P>
<P>(ll)&nbsp;&nbsp;&nbsp;"<U>Plan</U>" means this 2005 Equity Incentive Plan. </P>
<P>(mm)&nbsp;&nbsp;&nbsp; "<U>Restricted Stock</U>" means Shares granted pursuant to Section 11 of the Plan.</P>
<P>(nn)&nbsp;&nbsp;&nbsp;"<U>Restricted Stock Unit</U>" means an Award granted pursuant to Section 12 of the Plan.</P>
<P>(oo)&nbsp;&nbsp;&nbsp;"<U>Return on Assets</U>" means the percentage equal to the Company's or a business unit's Operating Income before incentive compensation, divided by average net Company or business unit, as applicable, assets, determined in accordance with generally accepted accounting principles. </P>
<P>(pp)&nbsp;&nbsp;&nbsp;"<U>Return on Equity</U>" means the percentage equal to the Company's Net Income divided by average stockholder's equity, determined in accordance with generally accepted accounting principles.</P>
<P>(qq)&nbsp;&nbsp;&nbsp;"<U>Return on Sales</U>" means the percentage equal to the Company's or a business unit's Operating Income before incentive compensation, divided by the Company's or the business unit's, as applicable, revenue, determined in accordance with generally accepted accounting principles.</P>
<P>(rr)&nbsp;&nbsp;&nbsp;"<U>Rule 16b-3</U>" means Rule 16b-3 of the Exchange Act or any successor to Rule 16b-3, as in effect when discretion is being exercised with respect to the Plan.</P>
<P>(ss)&nbsp;&nbsp;&nbsp;"<U>Section 16(b)</U>" means Section 16(b) of the Securities Exchange Act of 1934, as amended.</P>
<P>(tt)&nbsp;&nbsp;&nbsp;"<U>Service Provider</U>" means an Employee or Consultant, and does not include a Director whom is neither an Employee nor a Consultant.</P>
<P>(uu)&nbsp;&nbsp;&nbsp;"<U>Share</U>" means a share of the Common Stock, as adjusted in accordance with Section 19 of the Plan. </P>
<P>(vv)&nbsp;&nbsp;&nbsp;"<U>Stock Appreciation Right</U>" or "SAR" means an Award granted pursuant to Section 10 hereof.</P>
<P>(ww)&nbsp;&nbsp;&nbsp;"<U>Subsidiary</U>" means a "subsidiary corporation", whether now or hereafter existing, as defined in Section 424(f) of the Code. </P>
<P>(xx)&nbsp;&nbsp;&nbsp;"<U>Total Stockholder Return</U>" means the total return (change in share price plus reinvestment of any dividends) of a Share.</P>
<B><U><P>3.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Stock Subject to the Plan.</B></U> Subject to the provisions of Section 19 of the Plan, the maximum aggregate number of Shares which may be issued under the Plan is eight hundred thousand (800,000) Shares plus any shares subject to any outstanding options under the Company's 1994 Employee Stock Option Plan that subsequently expire unexercised, up to a maximum of an additional 300,000 Shares. </P>
<P>The Shares may be authorized, but unissued, or reacquired Common Stock. </P>
<P>Any Shares subject to Awards shall be counted against the numerical limits of this Section 3 as one Share for every Share subject thereto. </P>
<P>If an Award expires or becomes unexercisable without having been exercised in full, or, with respect to Restricted Stock, Performance Shares or Restricted Stock Units, is forfeited to or repurchased by the Company, the unpurchased Shares (or for Awards other than Options and SARs, the forfeited or repurchased shares) which were subject thereto shall become available for future grant or sale under the Plan (unless the Plan has terminated). With respect to SARs, only Shares actually issued pursuant to an SAR shall cease to be available under the Plan. Shares that have actually been issued under the Plan under any Award shall not be returned to the Plan and shall not become available for future distribution under the Plan; provided, however, that if Shares of Restricted Stock, Performance Shares or Restricted Stock Units are repurchased by the Company at their original purchase price or are forfeited to the Company, such Shares shall become available for future grant under the Plan. Shares used to pay the exercise price of an Option shall become available for future grant or sale under the Plan. Shares used to satisfy tax withholding obligations shall become available for future grant or sale under the Plan. To the extent an Award under the Plan is paid out in cash rather than stock, such cash payment shall not reduce the number of Shares available for issuance under the Plan. Any payout of Performance Units or Dividend Equivalents, because they are payable only in cash, shall not reduce the number of Shares available for issuance under the Plan. Conversely, any forfeiture of Performance Units or Dividend Equivalents shall not increase the number of Shares available for issuance under the Plan.</P>
<B><U><P>4.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Administration of the Plan.</P>
</B></U><P>(a)&nbsp;&nbsp;&nbsp;<U>Procedure.</P>
</U><P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(i)&nbsp;&nbsp;Multiple Administrative Bodies. The Plan may be administered by different Committees with respect to different groups of Service Providers.</P>
<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(ii)&nbsp;&nbsp;Section 162(m). To the extent that the Administrator determines it to be desirable to qualify Options granted hereunder as "performance-based compensation" within the meaning of Section 162(m) of the Code, the Plan shall be administered by a Committee of two or more "outside directors" within the meaning of Section 162(m) of the Code.</P>
<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(iii)&nbsp;&nbsp;Rule 16b-3. To the extent desirable to qualify transactions hereunder as exempt under Rule 16b-3, the transactions contemplated hereunder shall be structured to satisfy the requirements for exemption under Rule 16b-3.</P>
<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(iv)&nbsp;&nbsp;Other Administration. Other than as provided above, the Plan shall be administered by (A) the Board or (B) a Committee, which committee shall be constituted to satisfy Applicable Laws. </P>
<P>(b)&nbsp;&nbsp;&nbsp;<U>Powers of the Administrator.</U> Subject to the provisions of the Plan, and in the case of a Committee, subject to the specific duties delegated by the Board to such Committee, the Administrator shall have the authority, in its discretion:</P>
<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(i)&nbsp;&nbsp;to determine the Fair Market Value of the Common Stock, in accordance with Section 2(v) of the Plan;</P>
<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(ii)&nbsp;&nbsp;to select the Service Providers to whom Awards may be granted hereunder;</P>
<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(iii)&nbsp;&nbsp;to determine whether and to what extent Awards or any combination thereof, are granted hereunder;</P>
<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(iv)&nbsp;&nbsp;to determine the number of shares of Common Stock or equivalent units to be covered by each Award granted hereunder;</P>
<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(v)&nbsp;&nbsp;to approve forms of agreement for use under the Plan;</P>
<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(vi)&nbsp;&nbsp;to determine the terms and conditions, not inconsistent with the terms of the Plan, of any award granted hereunder. Such terms and conditions include, but are not limited to, the exercise price, the time or times when Options or SARs may be exercised or other Awards vest (which may be based on performance criteria), any vesting acceleration or waiver of forfeiture restrictions, and any restriction or limitation regarding any Award or the shares of Common Stock relating thereto, based in each case on such factors as the Administrator, in its sole discretion, shall determine;</P>
<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(vii)&nbsp;&nbsp;to construe and interpret the terms of the Plan and Awards;</P>
<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(viii)&nbsp;&nbsp;to prescribe, amend and rescind rules and regulations relating to the Plan, including rules and regulations relating to sub-plans established for the purpose of qualifying for preferred tax treatment under foreign tax laws;</P>
<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(ix)&nbsp;&nbsp;to modify or amend each Award (subject to Section 21(c) of the Plan), including the discretionary authority to extend the post-termination exercisability period of Options and SARs longer than is otherwise provided for in the Plan;</P>
<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(x)&nbsp;&nbsp;to authorize any person to execute on behalf of the Company any instrument required to effect the grant of an Award previously granted by the Administrator;</P>
<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(xi)&nbsp;&nbsp;to allow Participants to satisfy withholding tax obligations by electing to have the Company withhold from the Shares or cash to be issued upon exercise or vesting of an Award (or distribution of a Deferred Stock Unit) that number of Shares or cash having a Fair Market Value equal to the minimum amount required to be withheld (but no more). The Fair Market Value of any Shares to be withheld shall be determined on the date that the amount of tax to be withheld is to be determined. All elections by a Participant to have Shares or cash withheld for this purpose shall be made in such form and under such conditions as the Administrator may deem necessary or advisable;</P>
<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(xii)&nbsp;&nbsp;to determine whether Dividend Equivalents will be granted in connection with another Award;</P>
<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(xiii)&nbsp;&nbsp;to determine the terms and restrictions applicable to Awards; and</P>
<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(xiv)&nbsp;&nbsp;to make all other determinations deemed necessary or advisable for administering the Plan.</P>
<P>(c)&nbsp;&nbsp;&nbsp;<U>Effect of Administrator's Decision.</U> The Administrator's decisions, determinations and interpretations shall be final and binding on all Participants and any other holders of Awards.</P>
<B><U><P>5.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Eligibility.</B></U> Restricted Stock, Restricted Stock Units, Performance Shares, Performance Units, Stock Appreciation Rights, Deferred Stock Units, Dividend Equivalents and Nonstatutory Stock Options may be granted to Service Providers. Incentive Stock Options may be granted only to Employees.</P>
<B><U><P>6.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;No Employment Rights.</B></U> Neither the Plan nor any Award shall confer upon a Participant any right with respect to continuing the Participant's employment with the Company or its Subsidiaries, nor shall they interfere in any way with the Participant's right or the Company's or Subsidiary's right, as the case may be, to terminate such employment at any time, with or without cause or notice.</P>
<B><U><P>7.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Code Section 162(m) Provisions.</P>
</B></U><P>(a)&nbsp;&nbsp;&nbsp;<U>Option and SAR Annual Share Limit</U>. No Participant shall be granted, in any Fiscal Year, Options and Stock Appreciation Rights to purchase more than 200,000 Shares; provided, however, that such limit shall be 400,000 Shares in the Participant's first Fiscal Year of Company service.</P>
<P>(b)&nbsp;&nbsp;&nbsp;<U>Restricted Stock, Restricted Stock Units and Performance Share Annual Limit</U>. No Participant shall be granted, in any Fiscal Year, more than 100,000 Shares of Restricted Stock, Restricted Stock Units or Performance Shares (which may include related Dividend Equivalent grants); provided, however, that such limit shall be 200,000 Shares in the Participant's first Fiscal Year of Company service.</P>
<P>(c)&nbsp;&nbsp;&nbsp;<U>Performance Units Annual Limit.</U> No Participant shall receive Performance Units, in any Fiscal Year, having an initial value greater than $500,000, provided, however, that such limit shall be $1,000,000 in the Participant's first Fiscal Year of Company service.</P>
<P>(d)&nbsp;&nbsp;&nbsp;<U>Section 162(m) Performance Restrictions</U>. For purposes of qualifying grants of Restricted Stock, Restricted Stock Units, Performance Shares or Performance Units as "performance-based compensation" under Section 162(m) of the Code, the Administrator, in its discretion, may set restrictions based upon the achievement of Performance Goals. The Performance Goals shall be set by the Administrator on or before the latest date permissible to enable the Restricted Stock, Restricted Stock Units, Performance Shares or Performance Units to qualify as "performance-based compensation" under Section 162(m) of the Code. In granting Restricted Stock, Restricted Stock Units, Performance Shares or Performance Units which are intended to qualify under Section 162(m) of the Code, the Administrator shall follow any procedures determined by it from time to time to be necessary or appropriate to ensure qualification of the Award under Section 162(m) of the Code (e.g., in determining the Performance Goals).</P>
<P>(e)&nbsp;&nbsp;&nbsp;<U>Changes in Capitalization</U>. The numerical limitations in Sections 7(a) and (b) shall be adjusted proportionately in connection with any change in the Company's capitalization as described in Section 19(a).</P>
<B><U><P>8.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Term of Plan.</B></U> The Plan shall continue in effect for a term of ten (10) years following the date upon which the Board approved the Plan in 2005.</P>
<B><U><P>9.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Stock Options.</P>
</B></U><P>(a)&nbsp;&nbsp;&nbsp;<U>Term</U>. The term of each Option shall be stated in the Notice of Grant; provided, however, that the term shall be ten (10) years from the date of grant or such shorter term as may be provided in the Notice of Grant. Moreover, in the case of an Incentive Stock Option granted to a Participant who, at the time the Incentive Stock Option is granted, owns stock representing more than ten percent (10%) of the voting power of all classes of stock of the Company or any Parent or Subsidiary, the term of the Incentive Stock Option shall be five (5) years from the date of grant or such shorter term as may be provided in the Notice of Grant.</P>
<P>(b)&nbsp;&nbsp;&nbsp;Option Exercise Price. The per share exercise price for the Shares to be issued pursuant to exercise of an Option shall be determined by the Administrator and shall be no less than 100% of the Fair Market Value per share on the date of grant; provided, however, that in the case of an Incentive Stock Option granted to an Employee who, at the time the Incentive Stock Option is granted, owns stock representing more than ten percent (10%) of the voting power of all classes of stock of the Company or any Parent or Subsidiary, the per Share exercise price shall be no less than 110% of the Fair Market Value per Share on the date of grant. </P>
<P>(c)&nbsp;&nbsp;&nbsp;<U>No Repricing</U>. The exercise price for an Option may not be reduced without the consent of the Company's stockholders. This shall include, without limitation, a repricing of the Option as well as an Option exchange program whereby the Participant agrees to cancel an existing Option in exchange for an Option, SAR or other Award.</P>
<P>(d)&nbsp;&nbsp;&nbsp;<U>Waiting Period and Exercise Dates</U>. At the time an Option is granted, the Administrator shall fix the period within which the Option may be exercised and shall determine any conditions which must be satisfied before the Option may be exercised. In so doing, the Administrator may specify that an Option may not be exercised until the completion of a service period or until performance milestones are satisfied.</P>
<P>(e)&nbsp;&nbsp;&nbsp;<U>Form of Consideration</U>. The Administrator shall determine the acceptable form of consideration for exercising an Option, including the method of payment. In the case of an Incentive Stock Option, the Administrator shall determine the acceptable form of consideration at the time of grant. Subject to Applicable Laws, such consideration may consist entirely of:</P>
<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(i)&nbsp;&nbsp;cash;</P>
<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(ii)&nbsp;&nbsp;check;</P>
<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(iii)&nbsp;&nbsp;other Shares which (A) in the case of Shares acquired upon exercise of an option, have been owned by the Participant for more than six months on the date of surrender, and (B) have a Fair Market Value on the date of surrender equal to the aggregate exercise price of the Shares as to which said Option shall be exercised;</P>
<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(iv)&nbsp;&nbsp;delivery of a properly executed exercise notice together with such other documentation as the Administrator and the broker, if applicable, shall require to effect an exercise of the Option and delivery to the Company of the sale proceeds required to pay the exercise price;</P>
<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(v)&nbsp;&nbsp;any combination of the foregoing methods of payment; or</P>
<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(vi)&nbsp;&nbsp;such other consideration and method of payment for the issuance of Shares to the extent permitted by Applicable Laws.</P>
<P>(f)&nbsp;&nbsp;&nbsp;<U>Exercise of Option; Rights as a Stockholder</U>. Any Option granted hereunder shall be exercisable according to the terms of the Plan and at such times and under such conditions as determined by the Administrator and set forth in the Option Agreement. An Option may not be exercised for a fraction of a Share. An Option shall be deemed exercised when the Company receives: (i) written or electronic notice of exercise (in accordance with the Option Agreement) from the person entitled to exercise the Option, and (ii) full payment for the Shares with respect to which the Option is exercised. Full payment may consist of any consideration and method of payment authorized by the Administrator and permitted by the Option Agreement and the Plan. Shares issued upon exercise of an Option shall be issued in the name of the Participant. Until the stock certificate evidencing such Shares is issued (as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company), no right to vote or receive dividends or any other rights as a stockholder shall exist with respect to the optioned stock, notwithstanding the exercise of the Option. The Company shall issue (or cause to be issued) such stock certificate promptly after the Option is exercised. No adjustment will be made for a dividend or other right for which the record date is prior to the date the stock certificate is issued, except as provided in Section 19 of the Plan. Exercising an Option in any manner shall decrease the number of Shares thereafter available for sale under the Option, by the number of Shares as to which the Option is exercised. </P>
<P>(g)&nbsp;&nbsp;&nbsp;<U>Termination of Relationship as a Service Provider</U>. If a Participant ceases to be a Service Provider, other than upon the Participant's death or Disability, the Participant may exercise his or her Option within such period of time as is specified in the Option Agreement to the extent that the Option is vested on the date of termination (but in no event later than the expiration of the term of such Option as set forth in the Option Agreement). In the absence of a specified time in the Option Agreement, the Option shall remain exercisable for three months following the Participant's termination. If, on the date of termination, the Participant is not vested as to his or her entire Option, the Shares covered by the unvested portion of the Option shall revert to the Plan. If, after termination, the Participant does not exercise his or her Option within the time specified by the Administrator, the Option shall terminate, and the Shares covered by such Option shall revert to the Plan.</P>
<P>(h)&nbsp;&nbsp;&nbsp;<U>Disability</U>. If a Participant ceases to be a Service Provider as a result of the Participant's Disability, the Participant may exercise his or her Option within such period of time as is specified in the Option Agreement to the extent the Option is vested on the date of termination (but in no event later than the expiration of the term of such Option as set forth in the Option Agreement). In the absence of a specified time in the Option Agreement, the Option shall remain exercisable for twelve (12) months following the Participant's termination. If, on the date of termination, the Participant is not vested as to his or her entire Option, the Shares covered by the unvested portion of the Option shall revert to the Plan. If, after termination, the Participant does not exercise his or her Option within the time specified herein, the Option shall terminate, and the Shares covered by such Option shall revert to the Plan.</P>
<P>(i)&nbsp;&nbsp;&nbsp;<U>Death of Participant</U>. If a Participant dies while a Service Provider, the Option may be exercised following the Participant's death within such period of time as is specified in the Option Agreement (but in no event may the option be exercised later than the expiration of the term of such Option as set forth in the Option Agreement), by the Participant's designated beneficiary, provided such beneficiary has been designated prior to Participant's death in a form acceptable to the Administrator. If no such beneficiary has been designated by the Participant, then such Option may be exercised by the personal representative of the Participant's estate or by the person(s) to whom the Option is transferred pursuant to the Participant's will or in accordance with the laws of descent and distribution. In the absence of a specified time in the Option Agreement, the Option shall remain exercisable for twelve (12) months following Participant's death. If the Option is not so exercised within the time specified herein, the Option shall terminate, and the Shares covered by such Option shall revert to the Plan.</P>
<P>(j)&nbsp;&nbsp;&nbsp;<U>ISO $100,000 Rule</U>. Each Option shall be designated in the Notice of Grant as either an Incentive Stock Option or a Nonstatutory Stock Option. However, notwithstanding such designations, to the extent that the aggregate Fair Market Value: </P>
<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(i)&nbsp;&nbsp;of Shares subject to a Participant's Incentive Stock Options granted by the Company, any Parent or Subsidiary, which </P>
<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(ii)&nbsp;&nbsp;become exercisable for the first time during any calendar year (under all plans of the Company or any Parent or Subsidiary) exceeds $100,000, such excess Options shall be treated as Nonstatutory Stock Options. For purposes of this Section 9(j), Incentive Stock Options shall be taken into account in the order in which they were granted, and the Fair Market Value of the Shares shall be determined as of the time of grant.</P>
<B><U><P>10.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Stock Appreciation Rights.</P>
</B></U><P>(a)&nbsp;&nbsp;&nbsp;<U>Grant of SARs</U>. Subject to the terms and conditions of the Plan, SARs may be granted to Participants at any time and from time to time as shall be determined by the Administrator, in its sole discretion. The Administrator shall have complete discretion to determine the number of SARs granted to any Participant.</P>
<P>(b)&nbsp;&nbsp;&nbsp;<U>Exercise Price and other Terms</U>. The per share exercise price for the Shares to be issued pursuant to exercise of an SAR shall be determined by the Administrator and shall be no less than 100% of the Fair Market Value per share on the date of grant. Otherwise, subject to Section 7(a) of the Plan, the Administrator, subject to the provisions of the Plan, shall have complete discretion to determine the terms and conditions of SARs granted under the Plan; provided, however, that no SAR may have a term of more than ten (10) years from the date of grant. The exercise price for the Shares or cash to be issued pursuant to an already granted SAR may not be changed without the consent of the Company's stockholders. This shall include, without limitation, a repricing of the SAR as well as an SAR exchange program whereby the Participant agrees to cancel an existing SAR in exchange for an Option, SAR or other Award.</P>
<P>(c)&nbsp;&nbsp;&nbsp;<U>Payment of SAR Amount</U>. Upon exercise of a SAR, a Participant shall be entitled to receive payment from the Company in an amount determined by multiplying:</P>
<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(i)&nbsp;&nbsp;The difference between the Fair Market Value of a Share on the date of exercise over the exercise price; times </P>
<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(ii)&nbsp;&nbsp;The number of Shares with respect to which the SAR is exercised.</P>
<P>(d)&nbsp;&nbsp;&nbsp;<U>Payment upon Exercise of SAR</U>. At the discretion of the Administrator, and as specified in the Award Agreement, payment for a SAR may be in cash, Shares or a combination thereof.</P>
<P>(e)&nbsp;&nbsp;&nbsp;<U>SAR Agreement</U>. Each SAR grant shall be evidenced by an Award Agreement that shall specify the exercise price, the term of the SAR, the conditions of exercise, whether it may be settled in cash, Shares or a combination thereof, and such other terms and conditions as the Administrator, in its sole discretion, shall determine.</P>
<P>(f)&nbsp;&nbsp;&nbsp;<U>Expiration of SARs</U>. A SAR granted under the Plan shall expire upon the date determined by the Administrator, in its sole discretion, and set forth in the Award Agreement. </P>
<P>(g)&nbsp;&nbsp;&nbsp;<U>Termination of Relationship as a Service Provider</U>. If a Participant ceases to be a Service Provider, other than upon the Participant's death or Disability termination, the Participant may exercise his or her SAR within such period of time as is specified in the SAR Agreement to the extent that the SAR is vested on the date of termination (but in no event later than the expiration of the term of such SAR as set forth in the SAR Agreement). In the absence of a specified time in the SAR Agreement, the SAR shall remain exercisable for three months following the Participant's termination. If, on the date of termination, the Participant is not vested as to his or her entire SAR, the Shares covered by the unvested portion of the SAR shall revert to the Plan. If, after termination, the Participant does not exercise his or her SAR within the time specified by the Administrator, the SAR shall terminate, and the Shares covered by such SAR shall revert to the Plan.</P>
<P>(h)&nbsp;&nbsp;&nbsp;<U>Disability</U>. If a Participant ceases to be a Service Provider as a result of the Participant's Disability, the Participant may exercise his or her SAR within such period of time as is specified in the SAR Agreement to the extent the SAR is vested on the date of termination (but in no event later than the expiration of the term of such SAR as set forth in the SAR Agreement). In the absence of a specified time in the SAR Agreement, the SAR shall remain exercisable for twelve (12) months following the Participant's termination. If, on the date of termination, the Participant is not vested as to his or her entire SAR, the Shares covered by the unvested portion of the SAR shall revert to the Plan. If, after termination, the Participant does not exercise his or her SAR within the time specified herein, the SAR shall terminate, and the Shares covered by such SAR shall revert to the Plan.</P>
<P>(i)&nbsp;&nbsp;&nbsp;<U>Death of Participant</U>. If a Participant dies while a Service Provider, the SAR may be exercised following the Participant's death within such period of time as is specified in the SAR Agreement (but in no event may the SAR be exercised later than the expiration of the term of such SAR as set forth in the SAR Agreement), by the Participant's designated beneficiary, provided such beneficiary has been designated prior to Participant's death in a form acceptable to the Administrator. If no such beneficiary has been designated by the Participant, then such SAR may be exercised by the personal representative of the Participant's estate or by the person(s) to whom the SAR is transferred pursuant to the Participant's will or in accordance with the laws of descent and distribution. In the absence of a specified time in the SAR Agreement, the SAR shall remain exercisable for twelve (12) months following Participant's death. If the SAR is not so exercised within the time specified herein, the SAR shall terminate, and the Shares covered by such SAR shall revert to the Plan.</P>
<B><U><P>11.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Restricted Stock.</P>
</B></U><P>(a)&nbsp;&nbsp;&nbsp;<U>Grant of Restricted Stock</U>. Subject to the terms and conditions of the Plan, Restricted Stock may be granted to Participants at any time as shall be determined by the Administrator, in its sole discretion. Subject to Section 7(b) hereof, the Administrator shall have complete discretion to determine (i) the number of Shares subject to a Restricted Stock award granted to any Participant, and (ii) the conditions that must be satisfied, which typically will be based principally or solely on continued provision of services but may include a performance-based component, upon which is conditioned the grant, vesting or issuance of Restricted Stock.</P>
<P>(b)&nbsp;&nbsp;&nbsp;<U>Other Terms</U>. The Administrator, subject to the provisions of the Plan, shall have complete discretion to determine the terms and conditions of Restricted Stock granted under the Plan. Restricted Stock grants shall be subject to the terms, conditions, and restrictions determined by the Administrator at the time the stock or the restricted stock unit is awarded. The Administrator may require the recipient to sign a Restricted Stock Award agreement as a condition of the award. Any certificates representing the Shares of stock awarded shall bear such legends as shall be determined by the Administrator.</P>
<P>(c)&nbsp;&nbsp;&nbsp;<U>Restricted Stock Award Agreement</U>. Each Restricted Stock grant shall be evidenced by an agreement that shall specify the purchase price (if any) and such other terms and conditions as the Administrator, in its sole discretion, shall determine; provided; however, that if the Restricted Stock grant has a purchase price, such purchase price must be paid no more than ten (10) years following the date of grant.</P>
<B><U><P>12.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Restricted Stock Units.</P>
</B></U><P>(a)&nbsp;&nbsp;&nbsp;<U>Grant.</U> Restricted Stock Units may be granted at any time and from time to time as determined by the Administrator. Subject to Section 7(b) hereof, the Administrator shall have complete discretion to determine (i) the number of Shares subject to a Restricted Stock Unit award granted to any Participant, and (ii) the conditions that must be satisfied, which typically will be based principally or solely on continued service but may include a performance-based component, upon which is conditioned the grant or vesting of Restricted Stock Units. Restricted Stock Units shall be granted in the form of units to acquire Shares. Each such unit shall be the equivalent of one Share for purposes of determining the number of Shares subject to an Award. Until the Shares are issued, no right to vote or receive dividends or any other rights as a stockholder shall exist with respect to the units to acquire Shares.</P>
<P>(b)&nbsp;&nbsp;&nbsp;<U>Vesting Criteria and Other Terms</U>. The Administrator shall set vesting criteria in its discretion, which, depending on the extent to which the criteria are met, will determine the number of Restricted Stock Units that will be paid out to the Participant. The Administrator may set vesting criteria based upon the achievement of Company-wide, business unit, or individual goals (including, but not limited to, continued employment), or any other basis determined by the Administrator in its discretion.</P>
<P>(c)&nbsp;&nbsp;&nbsp;<U>Earning Restricted Stock Units</U>. Upon meeting the applicable vesting criteria, the Participant shall be entitled to receive a payout as specified in the Restricted Stock Unit Award Agreement. Notwithstanding the foregoing, at any time after the grant of Restricted Stock Units, the Administrator, in its sole discretion, may reduce or waive any vesting criteria that must be met to receive a payout.</P>
<P>(d)&nbsp;&nbsp;&nbsp;<U>Form and Timing of Payment</U>. Payment of earned Restricted Stock Units shall be made as soon as practicable after the date(s) set forth in the Restricted Stock Unit Award Agreement. The Administrator shall pay earned Restricted Stock Units in Shares.</P>
<P>(e)&nbsp;&nbsp;&nbsp;<U>Cancellation</U>. On the date set forth in the Restricted Stock Unit Award Agreement, all unearned Restricted Stock Units shall be forfeited to the Company.</P>
<B><U><P>13.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Performance Shares.</P>
</B></U><P>(a)&nbsp;&nbsp;&nbsp;<U>Grant of Performance Shares</U>. Subject to the terms and conditions of the Plan, Performance Shares may be granted to Participants at any time as shall be determined by the Administrator, in its sole discretion. Subject to Section 7(b) hereof, the Administrator shall have complete discretion to determine (i) the number of Shares subject to a Performance Share award granted to any Participant, and (ii) the conditions that must be satisfied, which typically will be based principally or solely on achievement of performance milestones but may include a service-based component, upon which is conditioned the grant or vesting of Performance Shares. Performance Shares shall be granted in the form of units to acquire Shares. Each such unit shall be the equivalent of one Share for purposes of determining the number of Shares subject to an Award. Until the Shares are issued, no right to vote or receive dividends or any other rights as a stockholder shall exist with respect to the units to acquire Shares.</P>
<P>(b)&nbsp;&nbsp;&nbsp;<U>Other Terms</U>. The Administrator, subject to the provisions of the Plan, shall have complete discretion to determine the terms and conditions of Performance Shares granted under the Plan. Performance Share grants shall be subject to the terms, conditions, and restrictions determined by the Administrator at the time the stock is awarded, which may include such performance-based milestones as are determined appropriate by the Administrator. The Administrator may require the recipient to sign a Performance Shares agreement as a condition of the award. Any certificates representing the Shares of stock awarded shall bear such legends as shall be determined by the Administrator.</P>
<P>(c)&nbsp;&nbsp;&nbsp;<U>Performance Share Award Agreement</U>. Each Performance Share grant shall be evidenced by an agreement that shall specify such other terms and conditions as the Administrator, in its sole discretion, shall determine. </P>
<B><U><P>14.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Performance Units.</P>
</B></U><P>(a)&nbsp;&nbsp;&nbsp;Grant of Performance Units. Performance Units are similar to Performance Shares, except that they shall be settled in a cash equivalent to the Fair Market Value of the underlying Shares, determined as of the vesting date. Subject to the terms and conditions of the Plan, Performance Units may be granted to Participants at any time and from time to time as shall be determined by the Administrator, in its sole discretion. The Administrator shall have complete discretion to determine the conditions that must be satisfied, which typically will be based principally or solely on achievement of performance milestones but may include a service-based component, upon which is conditioned the grant or vesting of Performance Units. Performance Units shall be granted in the form of units to acquire Shares. Each such unit shall be the cash equivalent of one Share of Common Stock. No right to vote or receive dividends or any other rights as a stockholder shall exist with respect to Performance Units or the cash payable thereunder.</P>
<P>(b)&nbsp;&nbsp;&nbsp;<U>Number of Performance Units</U>. Subject to Section 7(c) hereof, the Administrator will have complete discretion in determining the number of Performance Units granted to any Participant.</P>
<P>(c)&nbsp;&nbsp;&nbsp;<U>Other Terms</U>. The Administrator, subject to the provisions of the Plan, shall have complete discretion to determine the terms and conditions of Performance Units granted under the Plan. Performance Unit grants shall be subject to the terms, conditions, and restrictions determined by the Administrator at the time the grant is awarded, which may include such performance-based milestones as are determined appropriate by the Administrator. The Administrator may require the recipient to sign a Performance Unit agreement as a condition of the award. Any certificates representing the units awarded shall bear such legends as shall be determined by the Administrator.</P>
<P>(d)&nbsp;&nbsp;&nbsp;<U>Performance Unit Award Agreement</U>. Each Performance Unit grant shall be evidenced by an agreement that shall specify such terms and conditions as the Administrator, in its sole discretion, shall determine.</P>
<B><U><P>15.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Deferred Stock Units.</P>
</B></U><P>(a)&nbsp;&nbsp;&nbsp;<U>Description.</U> Deferred Stock Units shall consist of a Restricted Stock, Restricted Stock Unit, Performance Share or Performance Unit Award that the Administrator, in its sole discretion permits to be paid out in installments or on a deferred basis, in accordance with rules and procedures established by the Administrator. Deferred Stock Units shall remain subject to the claims of the Company's general creditors until distributed to the Participant.</P>
<P>(b)&nbsp;&nbsp;&nbsp;<U>162(m) Limits</U>. Deferred Stock Units shall be subject to the annual 162(m) limits applicable to the underlying Restricted Stock, Restricted Stock Unit, Performance Share or Performance Unit Award as set forth in Section 7 hereof. </P>
<B><U><P>16.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Leaves of Absence</B></U>. Unless the Administrator provides otherwise or except as otherwise required by Applicable Laws, vesting of Awards granted hereunder shall cease commencing on the first day of any unpaid leave of absence and shall only recommence upon return to active service.</P>
<B><U><P>17.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Part-Time Service</B></U>. Unless the Administrator provides otherwise or except as otherwise required by Applicable Laws, any service-based vesting of Awards granted hereunder shall be extended on a proportionate basis in the event an Employee transitions to a work schedule under which they are customarily scheduled to work on less than a full-time basis, or if not on a full-time work schedule, to a schedule requiring fewer hours of service. Such vesting shall be proportionately re-adjusted prospectively in the event that the Employee subsequently becomes regularly scheduled to work additional hours of service.</P>
<B><U><P>18.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Non-Transferability of Awards</B></U>. Unless determined otherwise by the Administrator, an Award may not be sold, pledged, assigned, hypothecated, transferred, or disposed of in any manner other than by will or by the laws of descent or distribution and may be exercised, during the lifetime of the recipient, only by the recipient. If the Administrator makes an Award transferable, it may only be transferable for no consideration to transferees permitted pursuant to a Form S-8 Registration Statement (such as family members or pursuant to a settlement of marital property rights) and such Award shall contain such additional terms and conditions as the Administrator deems appropriate.</P>
<B><U><P>19.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Adjustments Upon Changes in Capitalization, Dissolution or Liquidation or Change of Control. </P>
</B></U><P>(a)&nbsp;&nbsp;&nbsp;<U>Changes in Capitalization</U>. Subject to any required action by the stockholders of the Company, the number of shares of Common Stock covered by each outstanding Award, the number of shares of Common Stock which have been authorized for issuance under the Plan but as to which no Awards have yet been granted or which have been returned to the Plan upon cancellation or expiration of an Award, as well as the price per share of Common Stock covered by each such outstanding Award and the 162(m) fiscal year share issuance limits under Sections 7(a) and (b) hereof shall be proportionately adjusted for any increase or decrease in the number of issued shares of Common Stock resulting from a stock split, reverse stock split, stock dividend, combination or reclassification of the Common Stock, or any other increase or decrease in the number of issued shares of Common Stock effected without receipt of consideration by the Company; provided, however, that conversion of any convertible securities of the Company shall not be deemed to have been "effected without receipt of consideration." Such adjustment shall be made by the Compensation Committee, whose determination in that respect shall be final, binding and conclusive. Except as expressly provided herein, no issuance by the Company of shares of stock of any class, or securities convertible into shares of stock of any class, shall affect, and no adjustment by reason thereof shall be made with respect to, the number or price of shares of Common Stock subject to an Award. </P>
<P>(b)&nbsp;&nbsp;&nbsp;<U>Dissolution or Liquidation</U>. In the event of the proposed dissolution or liquidation of the Company, the Administrator shall notify each Participant as soon as practicable prior to the effective date of such proposed transaction. The Administrator in its discretion may provide for a Participant to have the right to exercise his or her Option or SAR until ten (10) days prior to such transaction as to all of the Awarded Stock covered thereby, including Shares as to which the Award would not otherwise be exercisable. In addition, the Administrator may provide that any Company repurchase option or forfeiture rights applicable to any Award shall lapse 100%, and that any Award vesting shall accelerate 100%, provided the proposed dissolution or liquidation takes place at the time and in the manner contemplated. To the extent it has not been previously exercised (with respect to Options and SARs) or vested (with respect to other Awards), an Award will terminate immediately prior to the consummation of such proposed action. </P>
<P>(c)&nbsp;&nbsp;&nbsp;<U>Change of Control</U>. </P>
<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(i)&nbsp;&nbsp;Stock Options and SARs. In the event of a Change of Control, each outstanding Option and SAR shall be assumed or an equivalent option or SAR substituted by the successor corporation or a Parent or Subsidiary of the successor corporation. In the event that the successor corporation refuses to assume or substitute for the Option or SAR, the Participant shall fully vest in and have the right to exercise the Option or SAR as to all of the Awarded Stock, including Shares as to which it would not otherwise be vested or exercisable. If an Option or SAR becomes fully vested and exercisable in lieu of assumption or substitution in the event of a Change of Control, the Administrator shall notify the Participant in writing or electronically that the Option or SAR shall be fully vested and exercisable for a period of fifteen (15) days from the date of such notice, and the Option or SAR shall terminate upon the expiration of such period. For the purposes of this paragraph, the Option or SAR shall be considered assumed if, following the Change of Control, the option or stock appreciation right confers the right to purchase or receive, for each Share of Awarded Stock subject to the Option or SAR immediately prior to the Change of Control, the consideration (whether stock, cash, or other securities or property) received in the Change of Control by holders of Common Stock for each Share held on the effective date of the transaction (and if holders were offered a choice of consideration, the type of consideration chosen by the holders of a majority of the outstanding Shares); provided, however, that if such consideration received in the Change of Control is not solely common stock of the successor corporation or its Parent, the Administrator may, with the consent of the successor corporation, provide for the consideration to be received upon the exercise of the Option or SAR, for each Share of Awarded Stock subject to the Option or SAR, to be solely common stock of the successor corporation or its Parent equal in fair market value to the per share consideration received by holders of Common Stock in the Change of Control.</P>
<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(ii)&nbsp;&nbsp;Restricted Stock, Restricted Stock Units, Performance Shares, Performance Units and Deferred Stock Units. In the event of a Change of Control, each outstanding Restricted Stock, Restricted Stock Unit, Performance Share, Performance Unit and Deferred Stock Unit award (and any related Dividend Equivalent) shall be assumed or an equivalent Restricted Stock, Restricted Stock Unit, Performance Share, Performance Unit and Deferred Stock Unit award substituted by the successor corporation or a Parent or Subsidiary of the successor corporation. In the event that the successor corporation refuses to assume or substitute for the Restricted Stock, Restricted Stock Unit, Performance Share, Performance Unit or Deferred Stock Unit award, the Participant shall fully vest in the Restricted Stock, Restricted Stock Unit, Performance Share, Performance Unit or Deferred Stock Unit including as to Shares (or with respect to Performance Units, the cash equivalent thereof) which would not otherwise be vested. For the purposes of this paragraph, a Restricted Stock, Restricted Stock Units, Performance Share, Performance Unit and Deferred Stock Unit award shall be considered assumed if, following the Change of Control, the award confers the right to purchase or receive, for each Share (or with respect to Performance Units, the cash equivalent thereof) subject to the Award immediately prior to the Change of Control, the consideration (whether stock, cash, or other securities or property) received in the Change of Control by holders of Common Stock for each Share held on the effective date of the transaction (and if holders were offered a choice of consideration, the type of consideration chosen by the holders of a majority of the outstanding Shares); provided, however, that if such consideration received in the Change of Control is not solely common stock of the successor corporation or its Parent, the Administrator may, with the consent of the successor corporation, provide for the consideration to be received, for each Share and each unit/right to acquire a Share subject to the Award, to be solely common stock of the successor corporation or its Parent equal in fair market value to the per share consideration received by holders of Common Stock in the Change of Control.</P>
<B><U><P>20.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Date of Grant</B></U>. The date of grant of an Award shall be, for all purposes, the date on which the Administrator makes the determination granting such Award, or such other later date as is determined by the Administrator. Notice of the determination shall be provided to each Participant within a reasonable time after the date of such grant. </P>
<B><U><P>21.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Amendment and Termination of the Plan.</P>
</B></U><P>(a)&nbsp;&nbsp;&nbsp;<U>Amendment and Termination</U>. The Board may at any time amend, alter, suspend or terminate the Plan; provided, however, that the Board may not materially amend the Stock Plan without obtaining stockholder approval.</P>
<P>(b)&nbsp;&nbsp;&nbsp;<U>Stockholder Approval</U>. The Company shall obtain stockholder approval of any Plan amendment to the extent necessary and desirable to comply with Section 422 of the Code (or any successor rule or statute or other applicable law, rule or regulation, including the requirements of any exchange or quotation system on which the Common Stock is listed or quoted). Such stockholder approval, if required, shall be obtained in such a manner and to such a degree as is required by the applicable law, rule or regulation.</P>
<P>(c)&nbsp;&nbsp;&nbsp;<U>Effect of Amendment or Termination</U>. No amendment, alteration, suspension or termination of the Plan shall impair the rights of any Participant, unless mutually agreed otherwise between the Participant and the Administrator, which agreement must be in writing (or electronic format) and signed by the Participant and the Company.</P>
<B><U><P>22.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Conditions Upon Issuance of Shares.</P>
</B></U><P>(a)&nbsp;&nbsp;&nbsp;<U>Legal Compliance</U>. Shares shall not be issued pursuant to the exercise of an Award unless the exercise of the Award or the issuance and delivery of such Shares (or with respect to Performance Units, the cash equivalent thereof) shall comply with Applicable Laws and shall be further subject to the approval of counsel for the Company with respect to such compliance. </P>
<P>(b)&nbsp;&nbsp;&nbsp;<U>Investment Representations</U>. As a condition to the exercise or receipt of an Award, the Company may require the person exercising or receiving such Award to represent and warrant at the time of any such exercise or receipt that the Shares are being purchased only for investment and without any present intention to sell or distribute such Shares if, in the opinion of counsel for the Company, such a representation is required.</P>
<B><U><P>23.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Liability of Company.</P>
</B></U><P>(a)&nbsp;&nbsp;&nbsp;<U>Inability to Obtain Authority</U>. The inability of the Company to obtain authority from any regulatory body having jurisdiction, which authority is deemed by the Company's 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.</P>
<P>(b)&nbsp;&nbsp;&nbsp;<U>Grants Exceeding Allotted Shares</U>. If the Awarded Stock covered by an Award exceeds, as of the date of grant, the number of Shares which may be issued under the Plan without additional stockholder approval, such Award shall be void with respect to such excess Awarded Stock, unless stockholder approval of an amendment sufficiently increasing the number of Shares subject to the Plan is timely obtained in accordance with Section 21(b) of the Plan.</P>
<B><U><P>24.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Reservation of Shares</B></U>. The Company, during the term of this Plan, will at all times reserve and keep available such number of Shares as shall be sufficient to satisfy the requirements of the Plan.</P>
<B><P>&nbsp;</P>
<P>&nbsp;</P>
<P>Exhibit 5.1 </P>
</B></FONT><P>&nbsp;</P>
<FONT SIZE=2><P ALIGN="RIGHT">August 10, 2005</P>
<P ALIGN="RIGHT">Tripos, Inc.</P>
<P>1699 South Hanley Road, Suite 303</P>
<P>St. Louis, MO 63144</P>
<B><I><P>RE: REGISTRATION STATEMENT ON FORM S-8</P>
</B></I><P>Ladies and Gentlemen: </P>
<P>We have examined the Registration Statement on Form S-8 to be filed by you with the Securities and Exchange Commission on or about August 10, 2005 (the "Registration Statement") in connection with the registration under the Securities Act of 1933, as amended, of 1,100,000 shares of your common stock (the "Shares"), which have been reserved for issuance under the 2005 Equity Incentive Plan (the "Plan"). As your legal counsel, we have examined the proceedings proposed to be taken in connection with the issuance and sale of the Shares to be issued under the Plan. </P>
<P>It is our opinion that the Shares to be issued, when issued and sold in the manner referred to in the Plan and pursuant to the agreements that accompany the Plan, will be legally issued, fully paid and nonassessable.</P>
<P>We consent to the use of this opinion as an exhibit to the Registration Statement and further consent to the use of our name wherever appearing in the Registration Statement, including any Prospectus constituting a part thereof, and any amendments thereto. </P>
<P>Very truly yours, </P>
<P>WILSON SONSINI GOODRICH &amp; ROSATI</P>
<P>Professional Corporation</P>
<U><P>/s/ Wilson Sonsini Goodrich &amp; Rosati</P>
</U></FONT><B><P>&nbsp;</P>
<P>&nbsp;</P>
<FONT SIZE=2><P>Exhibit 23.1 </P>
<P>&nbsp;</P>
<U><P ALIGN="CENTER">Consent of Independent Registered Public Accounting Firm</P>
</U><P>&nbsp;</B>&nbsp;</P>
<P>Tripos, Inc.</P>
<P>St. Louis, Missouri</P>
<P>We hereby consent to the incorporation by reference in the Prospectus constituting a part of this Registration Statement of our reports dated February 4, 2005, relating to the consolidated financial statements, the effectiveness of Tripos, Inc.'s internal control over financial reporting, and schedule of Tripos, Inc. appearing in the Company's Annual Report on Form 10-K for the year ended December 31, 2004.&nbsp;</P>
<P ALIGN="RIGHT">/s/ BDO Seidman, LLP</P>
<P>Chicago, Illinois</P>
<P>August 9, 2005</P>
<B><P>&nbsp;</P>
</FONT><P>&nbsp;</P>
<P>&nbsp;</P>
<FONT SIZE=2><P>Exhibit 23.2 </P>
<P>&nbsp;</P>
<U><P ALIGN="CENTER">Consent of Independent Registered Public Accounting Firm</P>
</B></U><P>We consent to the incorporation by reference in the following Registration Statement (Form S-8 No. 333-_______) pertaining to the Tripos Inc., 2005 Equity Incentive Plan of our report dated March 29, 2004, with respect to the consolidated financial statements and schedules of Tripos, Inc. included in its Annual Report (Form 10-K) as of and for the two years ended December 31, 2003, filed with the Securities and Exchange Commission.&nbsp;</P>
<P ALIGN="RIGHT">/s/ Ernst &amp; Young LLP</P>
<P>St. Louis, Missouri</P>
<P>August 9, 2005</P></FONT></BODY>
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_
As filed with the Securities and Exchange Commission on August 10, 2005
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
TRIPOS, INCORPORATED
(Exact name of Registrant as specified in its charter)
Utah
43-1454986
(State or Other Jurisdiction
of Incorporation or Organization)
(I.R.S. Employer
Identification No.)
1699 South Hanley Road, Suite 303
St. Louis, MO. 63144
(Address of Principal Executive Offices)(Zip Code)
TRIPOS, INC. 2005 EQUITY INCENTIVE PLAN
(Full Title of the Plan)
Dr. John P. McAlister, III
Chief Executive Officer and President
Tripos, Inc.
1699 South Hanley Road, Suite 303
St. Louis, MO. 63144
(Name and address of agent for service)
(314) 647-1099
(Telephone number, including area code, of agent for service)
Copy to:
Roger D. Stern, Esq.
WILSON SONSINI GOODRICH & ROSATI, PC
950 Page Mill Road
Palo Alto, California 94304
Telephone: (650) 493-9300
CALCULATION OF REGISTRATION FEE
Title of Securities
To be Registered
Amount to be
Registered (1
)
Proposed Maximum
Offering
Price Per Share (2
)
Proposed Maximum
Aggregate
Offering Price
Amount of
Registration Fee
Common Stock, $0.01 par value
1,100,000
$ 3.78 (2)
$ 4,158,000
$ 489.40
(1)   Pursuant to Rule 416(a) of the Securities Act of 1933, as amended (the "Securities Act"), this Registration Statement shall be deemed to cover an indeterminable number of additional shares that may become issuable pursuant to the anti-dilution provisions of the 2005 Equity Incentive Plan.
(2)   The Proposed Maximum Offering Price Per Share has been estimated in accordance with Rule 457(h) under the Securities Act solely for the purpose of calculating the registration fee on the basis of the average of the high and low prices of the Common Stock of Tripos, Inc. (the "Registrant" or "Tripos") on the Nasdaq National Market System on August 4, 2005.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The Registrant hereby incorporates by reference into this Registration Statement the following documents previously filed with the Securities and Exchange Commission (the "Commission"):
(a)     The Registrant's Annual Report on Form 10-K (File No. 000-23666) for the year ended December 31, 2004, filed with the Commission on March 16, 2005 pursuant to Section 13 of the Securities Exchange Act of 1934, as amended (the "Exchange Act");
(b)     All other reports filed pursuant to Section 13(a) or 15(d) of the Exchange Act since the end of the fiscal year covered by the Registrant's Annual Report referred to in (a) above; and
(c)     The description of the Registrant's common stock contained in our Registration Statement on Form 8-A, and any amendment or report filed with the Commission for the purposes of updating such description.
All documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective amendment which indicates that all securities registered have been sold or which de-registers all securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be part hereof from the date of filing of such documents. Any statement contained in a document incorporated or deemed to be incorporated by reference in this Registration Statement shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.
Item 4. Description of Securities
Inapplicable.
Item 5. Interests of Named Experts and Counsel
Inapplicable.
Item 6.
Indemnification of Directors and Officers
The Utah Revised Business Corporation Act (the "Revised Act") contains provisions permitting and, in some situations requiring, Utah corporations to indemnify their directors and officers against liabilities and expenses incurred in connection with their services to the corporation in those capacities, and to provide advancements of reasonable expenses with respect thereto. Our articles of incorporation and bylaws, as amended to date, include provisions requiring us to indemnify our directors and officers to the fullest extent permitted under the Revised Act.
The Revised Act permits indemnification of directors, in the case of a third party action, if (i) the director's conduct was in good faith, (ii) the director reasonably believed that his or her conduct was in, or not opposed to, the corporation's best interest, and (iii) in the case of any criminal proceeding, the director had no reasonable cause to believe that his or her conduct was unlawful. The Revised Act also permits indemnification of officers to the same extent as directors. The Revised Act further provides for mandatory indemnification against all reasonable expenses incurred by directors and officers who are successful, on the merits or otherwise, in connection with the defense of any proceeding to which they become parties, or in the defense of any claim, issue or matter in such proceeding, because of their position as officers and/or directors, unless otherwise limited by the corporation's articles of incorporation.
Our bylaws require us to indemnify our directors and officers to the fullest extent permitted by the Revised Act, against all reasonable expenses incurred by a director or officer in connection with any proceeding by or in the right of Tripos, if the director or officer acted in good faith and not in a manner he or she reasonably believed to be in or not opposed to our best interests. Generally, the Revised Act prohibits indemnification of a director in a derivative action in which the director is adjudged liable to the corporation, or in any proceeding in which the director is adjudged liable to the corporation, or in any proceeding in which the director is adjudged liable to the corporation on the basis that he or she derived an improper personal benefit. However, upon application by a director or officer, a court may order indemnification if it determines that the director or officer is fairly and reasonably entitled to indemnification in view of all the relevant circumstances, even if the director or officer failed to meet the applicable standard of conduct or is adjudged liable to the corporation. However, under circumstances where the director or officer is adjudged liable to the corporation, such indemnification is limited to reasonable expenses incurred.
In addition, the Revised Act and our bylaws authorize us to purchase insurance for our directors and officers insuring them against certain risks as to which we may be unable lawfully to indemnify them. We have purchased insurance coverage for our officers and directors as well as insurance coverage to reimburse us for potential costs of corporate indemnification of our officers and directors.
We have entered into indemnification agreements with our directors and officers containing provisions that we believe are consistent with the specific indemnification provisions of the Revised Act and our bylaws. The indemnification agreements require us to indemnify such directors and officers against expenses, including attorneys' fees, judgments, fines and amounts paid in settlement that may arise by reason of their status or service as directors or officers (other than liabilities arising from willful misconduct of a culpable nature) and to advance expenses incurred as a result of any proceeding against them as to which they could be indemnified.
Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors and officers and controlling persons pursuant to the foregoing provisions, we have been advised that, in the opinion of the Securities and Exchange Commission, such indemnification is against public policy as expressed in the Securities Act of 1933 and is therefore unenforceable.
In addition, our articles of incorporation provide that no director shall be personally liable to us or our shareholders for monetary damages for any action taken, or any failure to take any action, as a director. This provision does not apply to (i) the amount of a financial benefit received to which a director is not entitled, (ii) an intentional infliction of harm on us or our shareholders, (iii) liability for unlawful distributions to which the director assents, or (iv) an intentional violation of criminal law. This provision does not limit or eliminate our rights or the rights of any shareholder to seek non-monetary relief, such as an injunction or rescission, in the event of any misconduct or breach of a director's standards of conduct, nor does it affect the rights of our shareholders to remove directors, with or without cause, as permitted under the Revised Act and our bylaws.
Item 7. Exemption from Registration Claimed
Inapplicable.
Item 8.
Exhibits
Exhibit Number
Description
4.1
2005 Equity Incentive Plan
5.1
Opinion of Counsel as to the legality of the securities being registered
23.1
Consent of Independent Registered Public Accounting Firm
23.2
Consent of Independent Registered Public Accounting Firm
23.3
Consent of Counsel (included in Exhibit 5.1)
24.1
Power of Attorney (included on the signature page)
Item 9.    Undertakings
(a)     The Registrant hereby undertakes:
(1)     To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement to include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement.
(2)     That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new Registration Statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(3)     To remove from registration by means of a post-effective amendment any of the securities being registered that remain unsold at the termination of the offering.
(b)     The Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant's Annual Report on Form 10-K pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(c)     Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of St. Louis, State of Missouri on the 10th day of August, 2005.
TRIPOS, INC.
By:
/
s/    John P. McAlister
Dr. John P. McAlister
President and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints John P. McAlister, B. James Rubin and John D. Yingling and each of them, his true and lawful attorneys-in-fact and agents, each with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments, including post-effective amendments, to this Registration Statement on Form S-8 and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that each of said attorneys-in-fact and agents or their substitute or substitutes may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on August 10, 2005.
Signature
Title
/s/ John P. McAlister
John P. McAlister
President, Chief Executive Officer
and Director
(Principal Executive Officer)
/s/    B. James Rubin
B. James Rubin
Senior Vice President and Chief Financial Officer and Secretary
(Principal Financial Officer)
/s/    John D. Yingling
John D. Yingling
Vice President, Chief Accounting Officer
and Assistant Secretary
(Principal Accounting Officer)
/s/    Ralph S. Lobdell
Ralph S. Lobdell
Chairman of the Board of Directors
/s/    Gary Meredith
Gary Meredith
Director
/s/    Stewart Carrell
Stewart Carrell
Director
/s/    Ferid Murad
Ferid Murad
Director
/s/    Alfred Alberts
Alfred Alberts
Director
INDEX TO EXHIBITS
Exhibit Number
Description
4.1
2005 Equity Incentive Plan
5.1
Opinion of Counsel as to the legality of the securities being registered
23.1
Consent of Independent Registered Public Accounting Firm
23.2
Consent of Independent Registered Public Accounting Firm
23.3
Consent of Counsel (included in Exhibit 5.1)
24.1
Power of Attorney (included on the signature page)
Exhibit 4.1
TRIPOS, INC.
2005 EQUITY INCENTIVE PLAN
1.     Purposes of the Plan.
The purposes of this Equity Incentive Plan are:
--to attract and retain the best available personnel for positions of substantial responsibility,
--to provide additional incentive to Service Providers, and
--to promote the success of the Company's business.
Awards granted under the Plan may be Incentive Stock Options, Nonstatutory Stock Options, Restricted Stock, Restricted Stock Units, Stock Appreciation Rights, Performance Shares, Performance Units, Deferred Stock Units or Dividend Equivalents, as determined by the Administrator at the time of grant.
2.     Definitions
. As used herein, the following definitions shall apply:
(a)   "
Administrator
" means the Board or any of its Committees as shall be administering the Plan, in accordance with Section 4 of the Plan.
(b)   "
Annual Revenue
" means the Company's or a business unit's net sales for the Fiscal Year, determined in accordance with generally accepted accounting principles.
(c)   "
Applicable Laws
" means the requirements relating to the administration of equity compensation plans under U.S. state corporate laws, U.S. federal and state securities laws, the Code, any stock exchange or quotation system on which the Shares are listed or quoted and the applicable laws of any other country or jurisdiction where Awards are granted under the Plan.
(d)   "
Award
" means, individually or collectively, a grant under the Plan of Options, Restricted Stock, Restricted Stock Units, Stock Appreciation Rights, Performance Shares, Performance Units, Deferred Stock Units or Dividend Equivalents.
(e)   "
Award Agreement
" means the written or electronic agreement setting forth the terms and provisions applicable to each Award granted under the Plan. The Award Agreement is subject to the terms and conditions of the Plan.
(f)   "
Awarded Stock
" means the Common Stock subject to an Award.
(g)   "
Board
" means the Board of Directors of the Company.
(h)   "
Cash Position
" means the Company's level of cash and cash equivalents.
(i)    "
Change of Control
" means the occurrence of any of the following events, in one or a series of related transactions:
(i)  any "person," as such term is used in Sections 13(d) and 14(d) of the Exchange Act, other than the Company, a subsidiary of the Company or a Company employee benefit plan, including any trustee of such plan acting as trustee, is or becomes the "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing fifty percent (50%) or more of the combined voting power of the Company's then outstanding securities entitled to vote generally in the election of directors; or
(ii)  a merger or consolidation of the Company or any direct or indirect subsidiary of the Company with any other corporation, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) at least fifty percent (50%) of the total voting power represented by the voting securities of the Company or such surviving entity outstanding immediately after such merger or consolidation; or
(iii)  the sale or disposition by the Company of all or substantially all the Company's assets; or
(iv)  a change in the composition of the Board, as a result of which fewer than a majority of the directors are Incumbent Directors. "Incumbent Directors" shall mean directors who either (A) are Directors as of the date this Plan is approved by the Board, or (B) are elected, or nominated for election, to the Board with the affirmative votes of at least a majority of the Incumbent Directors and whose election or nomination was not in connection with any transaction described in (i) or (ii) above or in connection with an actual or threatened proxy contest relating to the election of directors of the Company.
(j)   "
Code
" means the Internal Revenue Code of 1986, as amended.
(k)   "
Committee
" means a Committee appointed by the Board in accordance with Section 4 of the Plan.
(l)   "
Common Stock
" means the Common Stock of the Company.
(m)   "
Company
" means Tripos, Inc.
(n)   "
Consultant
" means any person, including an advisor, engaged by the Company or a Parent or Subsidiary to render services and who is compensated for such services.
(o)   "
Deferred Stock Unit
" means a deferred stock unit Award granted to a Participant pursuant to Section 15.
(p)   "
Director
" means a member of the Board.
(q)   "
Disability
" means total and permanent disability as defined in Section 22(e)(3) of the Code.
(r)   "
Dividend Equivalent
" means a credit, payable in cash, made at the discretion of the Administrator, to the account of a Participant in an amount equal to the cash dividends paid on one Share for each Share represented by an Award held by such Participant. The Dividend Equivalent for each Share subject to an Award shall only be paid to a Participant on the vesting date for such Share.
(s)   "
Earnings Per Share
" means as to any Fiscal Year, the Company's or a business unit's Net Income, divided by a weighted average number of common shares outstanding and dilutive common equivalent shares deemed outstanding, determined in accordance with generally accepted accounting principles.
(t)   "
Employee
" means any person, including Officers and Directors, employed by the Company or any Parent or Subsidiary of the Company. A Service Provider shall not cease to be an Employee in the case of (i) any leave of absence approved by the Company or (ii) transfers between locations of the Company or between the Company, its Parent, any Subsidiary, or any successor. For purposes of Incentive Stock Options, no such leave may exceed ninety days, unless reemployment upon expiration of such leave is guaranteed by statute or contract. If reemployment upon expiration of a leave of absence approved by the Company is not so guaranteed, then three (3) months following the 91st day of such leave any Incentive Stock Option held by the Participant shall cease to be treated as an Incentive Stock Option and shall be treated for tax purposes as a Nonstatutory Stock Option.
(u)   "
Exchange Act
" means the Securities Exchange Act of 1934, as amended.
(v)   "
Fair Market Value
" means, as of any date, the value of Common Stock determined as follows:
(i)  If the Common Stock is listed on any established stock exchange or a national market system, including without limitation the Nasdaq National Market of the National Association of Securities Dealers, Inc. Automated Quotation ("Nasdaq") System, the Fair Market Value of a Share of Common Stock shall be the closing sales price for such stock (or the closing bid, if no sales were reported) as quoted on such system or exchange (or the exchange with the greatest volume of trading in Common Stock) on the day of determination, as reported in The Wall Street Journal or such other source as the Administrator deems reliable;
(ii)  If the Common Stock is quoted on the Nasdaq System (but not on the Nasdaq National Market thereof) or is regularly quoted by a recognized securities dealer but selling prices are not reported, the Fair Market Value of a Share of Common Stock shall be the mean between the high bid and low asked prices for the Common Stock on the last market trading day prior to the day of determination, as reported in The Wall Street Journal or such other source as the Administrator deems reliable;
(iii)  In the absence of an established market for the Common Stock, the Fair Market Value shall be determined in good faith by the Administrator.
(w)   "
Fiscal Year
" means a fiscal year of the Company.
(x)   "
Incentive Stock Option
" means an Option intended to qualify as an incentive stock option within the meaning of Section 422 of the Code and the regulations promulgated thereunder.
(y)   "
Net Income
" means as to any Fiscal Year, the income after taxes of the Company for the Fiscal Year determined in accordance with generally accepted accounting principles.
(z)   "
Nonstatutory Stock Option
" means an Option not intended to qualify as an Incentive Stock Option.
(aa)   "
Notice of Grant
" means a written or electronic notice evidencing certain terms and conditions of an individual Award. The Notice of Grant is part of the Option Agreement.
(bb)   "
Officer
" means a person who is an officer of the Company within the meaning of Section 16 of the Exchange Act and the rules and regulations promulgated thereunder.
(cc)   "
Operating Cash Flow
" means the Company's or a business unit's sum of Net Income plus depreciation and amortization less capital expenditures plus changes in working capital comprised of accounts receivable, inventories, other current assets, trade accounts payable, accrued expenses, product warranty, advance payments from customers and long-term accrued expenses, determined in accordance with generally acceptable accounting principles.
(dd)   "
Operating Income
" means the Company's or a business unit's income from operations but excluding any unusual items, determined in accordance with generally accepted accounting principles.
(ee)   "
Option
" means a stock option granted pursuant to the Plan.
(ff)   "
Option Agreement
" means a written or electronic agreement between the Company and a Participant evidencing the terms and conditions of an individual Option grant. The Option Agreement is subject to the terms and conditions of the Plan.
(gg)   "
Parent
" means a "parent corporation", whether now or hereafter existing, as defined in Section 424(e) of the Code.
(hh)   "
Participant
" means the holder of an outstanding Award granted under the Plan.
(ii)   "
Performance Goals
" means the goal(s) (or combined goal(s)) determined by the Administrator (in its discretion) to be applicable to a Participant with respect to an Award. As determined by the Administrator, the Performance Goals applicable to an Award may provide for a targeted level or levels of achievement using one or more of the following measures: (a) Annual Revenue, (b) Cash Position, (c) Earnings Per Share, (d) Net Income, (e) Operating Cash Flow, (f) Operating Income, (g) Return on Assets, (h) Return on Equity, (i) Return on Sales, and (j) Total Stockholder Return. The Performance Goals may differ from Participant to Participant and from Award to Award. The Administrator shall appropriately adjust any evaluation of performance under a Performance Goal to exclude (i) any extraordinary non-recurring items as described in Accounting Principles Board Opinion No. 30 and/or in management's discussion and analysis of financial conditions and results of operations appearing in the Company's annual report to stockholders for the applicable year, or (ii) the effect of any changes in accounting principles affecting the Company's or a business units' reported results.
(jj)   "
Performance Share
" means a performance share Award granted to a Participant pursuant to Section 13.
(kk)   "
Performance Unit
" means a performance unit Award granted to a Participant pursuant to Section 14.
(ll)   "
Plan
" means this 2005 Equity Incentive Plan.
(mm)    "
Restricted Stock
" means Shares granted pursuant to Section 11 of the Plan.
(nn)   "
Restricted Stock Unit
" means an Award granted pursuant to Section 12 of the Plan.
(oo)   "
Return on Assets
" means the percentage equal to the Company's or a business unit's Operating Income before incentive compensation, divided by average net Company or business unit, as applicable, assets, determined in accordance with generally accepted accounting principles.
(pp)   "
Return on Equity
" means the percentage equal to the Company's Net Income divided by average stockholder's equity, determined in accordance with generally accepted accounting principles.
(qq)   "
Return on Sales
" means the percentage equal to the Company's or a business unit's Operating Income before incentive compensation, divided by the Company's or the business unit's, as applicable, revenue, determined in accordance with generally accepted accounting principles.
(rr)   "
Rule 16b-3
" means Rule 16b-3 of the Exchange Act or any successor to Rule 16b-3, as in effect when discretion is being exercised with respect to the Plan.
(ss)   "
Section 16(b)
" means Section 16(b) of the Securities Exchange Act of 1934, as amended.
(tt)   "
Service Provider
" means an Employee or Consultant, and does not include a Director whom is neither an Employee nor a Consultant.
(uu)   "
Share
" means a share of the Common Stock, as adjusted in accordance with Section 19 of the Plan.
(vv)   "
Stock Appreciation Right
" or "SAR" means an Award granted pursuant to Section 10 hereof.
(ww)   "
Subsidiary
" means a "subsidiary corporation", whether now or hereafter existing, as defined in Section 424(f) of the Code.
(xx)   "
Total Stockholder Return
" means the total return (change in share price plus reinvestment of any dividends) of a Share.
3.     Stock Subject to the Plan.
Subject to the provisions of Section 19 of the Plan, the maximum aggregate number of Shares which may be issued under the Plan is eight hundred thousand (800,000) Shares plus any shares subject to any outstanding options under the Company's 1994 Employee Stock Option Plan that subsequently expire unexercised, up to a maximum of an additional 300,000 Shares.
The Shares may be authorized, but unissued, or reacquired Common Stock.
Any Shares subject to Awards shall be counted against the numerical limits of this Section 3 as one Share for every Share subject thereto.
If an Award expires or becomes unexercisable without having been exercised in full, or, with respect to Restricted Stock, Performance Shares or Restricted Stock Units, is forfeited to or repurchased by the Company, the unpurchased Shares (or for Awards other than Options and SARs, the forfeited or repurchased shares) which were subject thereto shall become available for future grant or sale under the Plan (unless the Plan has terminated). With respect to SARs, only Shares actually issued pursuant to an SAR shall cease to be available under the Plan. Shares that have actually been issued under the Plan under any Award shall not be returned to the Plan and shall not become available for future distribution under the Plan; provided, however, that if Shares of Restricted Stock, Performance Shares or Restricted Stock Units are repurchased by the Company at their original purchase price or are forfeited to the Company, such Shares shall become available for future grant under the Plan. Shares used to pay the exercise price of an Option shall become available for future grant or sale under the Plan. Shares used to satisfy tax withholding obligations shall become available for future grant or sale under the Plan. To the extent an Award under the Plan is paid out in cash rather than stock, such cash payment shall not reduce the number of Shares available for issuance under the Plan. Any payout of Performance Units or Dividend Equivalents, because they are payable only in cash, shall not reduce the number of Shares available for issuance under the Plan. Conversely, any forfeiture of Performance Units or Dividend Equivalents shall not increase the number of Shares available for issuance under the Plan.
4.     Administration of the Plan.
(a)
Procedure.
(i)  Multiple Administrative Bodies. The Plan may be administered by different Committees with respect to different groups of Service Providers.
(ii)  Section 162(m). To the extent that the Administrator determines it to be desirable to qualify Options granted hereunder as "performance-based compensation" within the meaning of Section 162(m) of the Code, the Plan shall be administered by a Committee of two or more "outside directors" within the meaning of Section 162(m) of the Code.
(iii)  Rule 16b-3. To the extent desirable to qualify transactions hereunder as exempt under Rule 16b-3, the transactions contemplated hereunder shall be structured to satisfy the requirements for exemption under Rule 16b-3.
(iv)  Other Administration. Other than as provided above, the Plan shall be administered by (A) the Board or (B) a Committee, which committee shall be constituted to satisfy Applicable Laws.
(b)
Powers of the Administrator.
Subject to the provisions of the Plan, and in the case of a Committee, subject to the specific duties delegated by the Board to such Committee, the Administrator shall have the authority, in its discretion:
(i)  to determine the Fair Market Value of the Common Stock, in accordance with Section 2(v) of the Plan;
(ii)  to select the Service Providers to whom Awards may be granted hereunder;
(iii)  to determine whether and to what extent Awards or any combination thereof, are granted hereunder;
(iv)  to determine the number of shares of Common Stock or equivalent units to be covered by each Award granted hereunder;
(v)  to approve forms of agreement for use under the Plan;
(vi)  to determine the terms and conditions, not inconsistent with the terms of the Plan, of any award granted hereunder. Such terms and conditions include, but are not limited to, the exercise price, the time or times when Options or SARs may be exercised or other Awards vest (which may be based on performance criteria), any vesting acceleration or waiver of forfeiture restrictions, and any restriction or limitation regarding any Award or the shares of Common Stock relating thereto, based in each case on such factors as the Administrator, in its sole discretion, shall determine;
(vii)  to construe and interpret the terms of the Plan and Awards;
(viii)  to prescribe, amend and rescind rules and regulations relating to the Plan, including rules and regulations relating to sub-plans established for the purpose of qualifying for preferred tax treatment under foreign tax laws;
(ix)  to modify or amend each Award (subject to Section 21(c) of the Plan), including the discretionary authority to extend the post-termination exercisability period of Options and SARs longer than is otherwise provided for in the Plan;
(x)  to authorize any person to execute on behalf of the Company any instrument required to effect the grant of an Award previously granted by the Administrator;
(xi)  to allow Participants to satisfy withholding tax obligations by electing to have the Company withhold from the Shares or cash to be issued upon exercise or vesting of an Award (or distribution of a Deferred Stock Unit) that number of Shares or cash having a Fair Market Value equal to the minimum amount required to be withheld (but no more). The Fair Market Value of any Shares to be withheld shall be determined on the date that the amount of tax to be withheld is to be determined. All elections by a Participant to have Shares or cash withheld for this purpose shall be made in such form and under such conditions as the Administrator may deem necessary or advisable;
(xii)  to determine whether Dividend Equivalents will be granted in connection with another Award;
(xiii)  to determine the terms and restrictions applicable to Awards; and
(xiv)  to make all other determinations deemed necessary or advisable for administering the Plan.
(c)
Effect of Administrator's Decision.
The Administrator's decisions, determinations and interpretations shall be final and binding on all Participants and any other holders of Awards.
5.     Eligibility.
Restricted Stock, Restricted Stock Units, Performance Shares, Performance Units, Stock Appreciation Rights, Deferred Stock Units, Dividend Equivalents and Nonstatutory Stock Options may be granted to Service Providers. Incentive Stock Options may be granted only to Employees.
6.     No Employment Rights.
Neither the Plan nor any Award shall confer upon a Participant any right with respect to continuing the Participant's employment with the Company or its Subsidiaries, nor shall they interfere in any way with the Participant's right or the Company's or Subsidiary's right, as the case may be, to terminate such employment at any time, with or without cause or notice.
7.     Code Section 162(m) Provisions.
(a)
Option and SAR Annual Share Limit
. No Participant shall be granted, in any Fiscal Year, Options and Stock Appreciation Rights to purchase more than 200,000 Shares; provided, however, that such limit shall be 400,000 Shares in the Participant's first Fiscal Year of Company service.
(b)
Restricted Stock, Restricted Stock Units and Performance Share Annual Limit
. No Participant shall be granted, in any Fiscal Year, more than 100,000 Shares of Restricted Stock, Restricted Stock Units or Performance Shares (which may include related Dividend Equivalent grants); provided, however, that such limit shall be 200,000 Shares in the Participant's first Fiscal Year of Company service.
(c)
Performance Units Annual Limit.
No Participant shall receive Performance Units, in any Fiscal Year, having an initial value greater than $500,000, provided, however, that such limit shall be $1,000,000 in the Participant's first Fiscal Year of Company service.
(d)
Section 162(m) Performance Restrictions
. For purposes of qualifying grants of Restricted Stock, Restricted Stock Units, Performance Shares or Performance Units as "performance-based compensation" under Section 162(m) of the Code, the Administrator, in its discretion, may set restrictions based upon the achievement of Performance Goals. The Performance Goals shall be set by the Administrator on or before the latest date permissible to enable the Restricted Stock, Restricted Stock Units, Performance Shares or Performance Units to qualify as "performance-based compensation" under Section 162(m) of the Code. In granting Restricted Stock, Restricted Stock Units, Performance Shares or Performance Units which are intended to qualify under Section 162(m) of the Code, the Administrator shall follow any procedures determined by it from time to time to be necessary or appropriate to ensure qualification of the Award under Section 162(m) of the Code (e.g., in determining the Performance Goals).
(e)
Changes in Capitalization
. The numerical limitations in Sections 7(a) and (b) shall be adjusted proportionately in connection with any change in the Company's capitalization as described in Section 19(a).
8.     Term of Plan.
The Plan shall continue in effect for a term of ten (10) years following the date upon which the Board approved the Plan in 2005.
9.     Stock Options.
(a)
Term
. The term of each Option shall be stated in the Notice of Grant; provided, however, that the term shall be ten (10) years from the date of grant or such shorter term as may be provided in the Notice of Grant. Moreover, in the case of an Incentive Stock Option granted to a Participant who, at the time the Incentive Stock Option is granted, owns stock representing more than ten percent (10%) of the voting power of all classes of stock of the Company or any Parent or Subsidiary, the term of the Incentive Stock Option shall be five (5) years from the date of grant or such shorter term as may be provided in the Notice of Grant.
(b)   Option Exercise Price. The per share exercise price for the Shares to be issued pursuant to exercise of an Option shall be determined by the Administrator and shall be no less than 100% of the Fair Market Value per share on the date of grant; provided, however, that in the case of an Incentive Stock Option granted to an Employee who, at the time the Incentive Stock Option is granted, owns stock representing more than ten percent (10%) of the voting power of all classes of stock of the Company or any Parent or Subsidiary, the per Share exercise price shall be no less than 110% of the Fair Market Value per Share on the date of grant.
(c)
No Repricing
. The exercise price for an Option may not be reduced without the consent of the Company's stockholders. This shall include, without limitation, a repricing of the Option as well as an Option exchange program whereby the Participant agrees to cancel an existing Option in exchange for an Option, SAR or other Award.
(d)
Waiting Period and Exercise Dates
. At the time an Option is granted, the Administrator shall fix the period within which the Option may be exercised and shall determine any conditions which must be satisfied before the Option may be exercised. In so doing, the Administrator may specify that an Option may not be exercised until the completion of a service period or until performance milestones are satisfied.
(e)
Form of Consideration
. The Administrator shall determine the acceptable form of consideration for exercising an Option, including the method of payment. In the case of an Incentive Stock Option, the Administrator shall determine the acceptable form of consideration at the time of grant. Subject to Applicable Laws, such consideration may consist entirely of:
(i)  cash;
(ii)  check;
(iii)  other Shares which (A) in the case of Shares acquired upon exercise of an option, have been owned by the Participant for more than six months on the date of surrender, and (B) have a Fair Market Value on the date of surrender equal to the aggregate exercise price of the Shares as to which said Option shall be exercised;
(iv)  delivery of a properly executed exercise notice together with such other documentation as the Administrator and the broker, if applicable, shall require to effect an exercise of the Option and delivery to the Company of the sale proceeds required to pay the exercise price;
(v)  any combination of the foregoing methods of payment; or
(vi)  such other consideration and method of payment for the issuance of Shares to the extent permitted by Applicable Laws.
(f)
Exercise of Option; Rights as a Stockholder
. Any Option granted hereunder shall be exercisable according to the terms of the Plan and at such times and under such conditions as determined by the Administrator and set forth in the Option Agreement. An Option may not be exercised for a fraction of a Share. An Option shall be deemed exercised when the Company receives: (i) written or electronic notice of exercise (in accordance with the Option Agreement) from the person entitled to exercise the Option, and (ii) full payment for the Shares with respect to which the Option is exercised. Full payment may consist of any consideration and method of payment authorized by the Administrator and permitted by the Option Agreement and the Plan. Shares issued upon exercise of an Option shall be issued in the name of the Participant. Until the stock certificate evidencing such Shares is issued (as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company), no right to vote or receive dividends or any other rights as a stockholder shall exist with respect to the optioned stock, notwithstanding the exercise of the Option. The Company shall issue (or cause to be issued) such stock certificate promptly after the Option is exercised. No adjustment will be made for a dividend or other right for which the record date is prior to the date the stock certificate is issued, except as provided in Section 19 of the Plan. Exercising an Option in any manner shall decrease the number of Shares thereafter available for sale under the Option, by the number of Shares as to which the Option is exercised.
(g)
Termination of Relationship as a Service Provider
. If a Participant ceases to be a Service Provider, other than upon the Participant's death or Disability, the Participant may exercise his or her Option within such period of time as is specified in the Option Agreement to the extent that the Option is vested on the date of termination (but in no event later than the expiration of the term of such Option as set forth in the Option Agreement). In the absence of a specified time in the Option Agreement, the Option shall remain exercisable for three months following the Participant's termination. If, on the date of termination, the Participant is not vested as to his or her entire Option, the Shares covered by the unvested portion of the Option shall revert to the Plan. If, after termination, the Participant does not exercise his or her Option within the time specified by the Administrator, the Option shall terminate, and the Shares covered by such Option shall revert to the Plan.
(h)
Disability
. If a Participant ceases to be a Service Provider as a result of the Participant's Disability, the Participant may exercise his or her Option within such period of time as is specified in the Option Agreement to the extent the Option is vested on the date of termination (but in no event later than the expiration of the term of such Option as set forth in the Option Agreement). In the absence of a specified time in the Option Agreement, the Option shall remain exercisable for twelve (12) months following the Participant's termination. If, on the date of termination, the Participant is not vested as to his or her entire Option, the Shares covered by the unvested portion of the Option shall revert to the Plan. If, after termination, the Participant does not exercise his or her Option within the time specified herein, the Option shall terminate, and the Shares covered by such Option shall revert to the Plan.
(i)
Death of Participant
. If a Participant dies while a Service Provider, the Option may be exercised following the Participant's death within such period of time as is specified in the Option Agreement (but in no event may the option be exercised later than the expiration of the term of such Option as set forth in the Option Agreement), by the Participant's designated beneficiary, provided such beneficiary has been designated prior to Participant's death in a form acceptable to the Administrator. If no such beneficiary has been designated by the Participant, then such Option may be exercised by the personal representative of the Participant's estate or by the person(s) to whom the Option is transferred pursuant to the Participant's will or in accordance with the laws of descent and distribution. In the absence of a specified time in the Option Agreement, the Option shall remain exercisable for twelve (12) months following Participant's death. If the Option is not so exercised within the time specified herein, the Option shall terminate, and the Shares covered by such Option shall revert to the Plan.
(j)
ISO $100,000 Rule
. Each Option shall be designated in the Notice of Grant as either an Incentive Stock Option or a Nonstatutory Stock Option. However, notwithstanding such designations, to the extent that the aggregate Fair Market Value:
(i)  of Shares subject to a Participant's Incentive Stock Options granted by the Company, any Parent or Subsidiary, which
(ii)  become exercisable for the first time during any calendar year (under all plans of the Company or any Parent or Subsidiary) exceeds $100,000, such excess Options shall be treated as Nonstatutory Stock Options. For purposes of this Section 9(j), Incentive Stock Options shall be taken into account in the order in which they were granted, and the Fair Market Value of the Shares shall be determined as of the time of grant.
10.     Stock Appreciation Rights.
(a)
Grant of SARs
. Subject to the terms and conditions of the Plan, SARs may be granted to Participants at any time and from time to time as shall be determined by the Administrator, in its sole discretion. The Administrator shall have complete discretion to determine the number of SARs granted to any Participant.
(b)
Exercise Price and other Terms
. The per share exercise price for the Shares to be issued pursuant to exercise of an SAR shall be determined by the Administrator and shall be no less than 100% of the Fair Market Value per share on the date of grant. Otherwise, subject to Section 7(a) of the Plan, the Administrator, subject to the provisions of the Plan, shall have complete discretion to determine the terms and conditions of SARs granted under the Plan; provided, however, that no SAR may have a term of more than ten (10) years from the date of grant. The exercise price for the Shares or cash to be issued pursuant to an already granted SAR may not be changed without the consent of the Company's stockholders. This shall include, without limitation, a repricing of the SAR as well as an SAR exchange program whereby the Participant agrees to cancel an existing SAR in exchange for an Option, SAR or other Award.
(c)
Payment of SAR Amount
. Upon exercise of a SAR, a Participant shall be entitled to receive payment from the Company in an amount determined by multiplying:
(i)  The difference between the Fair Market Value of a Share on the date of exercise over the exercise price; times
(ii)  The number of Shares with respect to which the SAR is exercised.
(d)
Payment upon Exercise of SAR
. At the discretion of the Administrator, and as specified in the Award Agreement, payment for a SAR may be in cash, Shares or a combination thereof.
(e)
SAR Agreement
. Each SAR grant shall be evidenced by an Award Agreement that shall specify the exercise price, the term of the SAR, the conditions of exercise, whether it may be settled in cash, Shares or a combination thereof, and such other terms and conditions as the Administrator, in its sole discretion, shall determine.
(f)
Expiration of SARs
. A SAR granted under the Plan shall expire upon the date determined by the Administrator, in its sole discretion, and set forth in the Award Agreement.
(g)
Termination of Relationship as a Service Provider
. If a Participant ceases to be a Service Provider, other than upon the Participant's death or Disability termination, the Participant may exercise his or her SAR within such period of time as is specified in the SAR Agreement to the extent that the SAR is vested on the date of termination (but in no event later than the expiration of the term of such SAR as set forth in the SAR Agreement). In the absence of a specified time in the SAR Agreement, the SAR shall remain exercisable for three months following the Participant's termination. If, on the date of termination, the Participant is not vested as to his or her entire SAR, the Shares covered by the unvested portion of the SAR shall revert to the Plan. If, after termination, the Participant does not exercise his or her SAR within the time specified by the Administrator, the SAR shall terminate, and the Shares covered by such SAR shall revert to the Plan.
(h)
Disability
. If a Participant ceases to be a Service Provider as a result of the Participant's Disability, the Participant may exercise his or her SAR within such period of time as is specified in the SAR Agreement to the extent the SAR is vested on the date of termination (but in no event later than the expiration of the term of such SAR as set forth in the SAR Agreement). In the absence of a specified time in the SAR Agreement, the SAR shall remain exercisable for twelve (12) months following the Participant's termination. If, on the date of termination, the Participant is not vested as to his or her entire SAR, the Shares covered by the unvested portion of the SAR shall revert to the Plan. If, after termination, the Participant does not exercise his or her SAR within the time specified herein, the SAR shall terminate, and the Shares covered by such SAR shall revert to the Plan.
(i)
Death of Participant
. If a Participant dies while a Service Provider, the SAR may be exercised following the Participant's death within such period of time as is specified in the SAR Agreement (but in no event may the SAR be exercised later than the expiration of the term of such SAR as set forth in the SAR Agreement), by the Participant's designated beneficiary, provided such beneficiary has been designated prior to Participant's death in a form acceptable to the Administrator. If no such beneficiary has been designated by the Participant, then such SAR may be exercised by the personal representative of the Participant's estate or by the person(s) to whom the SAR is transferred pursuant to the Participant's will or in accordance with the laws of descent and distribution. In the absence of a specified time in the SAR Agreement, the SAR shall remain exercisable for twelve (12) months following Participant's death. If the SAR is not so exercised within the time specified herein, the SAR shall terminate, and the Shares covered by such SAR shall revert to the Plan.
11.     Restricted Stock.
(a)
Grant of Restricted Stock
. Subject to the terms and conditions of the Plan, Restricted Stock may be granted to Participants at any time as shall be determined by the Administrator, in its sole discretion. Subject to Section 7(b) hereof, the Administrator shall have complete discretion to determine (i) the number of Shares subject to a Restricted Stock award granted to any Participant, and (ii) the conditions that must be satisfied, which typically will be based principally or solely on continued provision of services but may include a performance-based component, upon which is conditioned the grant, vesting or issuance of Restricted Stock.
(b)
Other Terms
. The Administrator, subject to the provisions of the Plan, shall have complete discretion to determine the terms and conditions of Restricted Stock granted under the Plan. Restricted Stock grants shall be subject to the terms, conditions, and restrictions determined by the Administrator at the time the stock or the restricted stock unit is awarded. The Administrator may require the recipient to sign a Restricted Stock Award agreement as a condition of the award. Any certificates representing the Shares of stock awarded shall bear such legends as shall be determined by the Administrator.
(c)
Restricted Stock Award Agreement
. Each Restricted Stock grant shall be evidenced by an agreement that shall specify the purchase price (if any) and such other terms and conditions as the Administrator, in its sole discretion, shall determine; provided; however, that if the Restricted Stock grant has a purchase price, such purchase price must be paid no more than ten (10) years following the date of grant.
12.     Restricted Stock Units.
(a)
Grant.
Restricted Stock Units may be granted at any time and from time to time as determined by the Administrator. Subject to Section 7(b) hereof, the Administrator shall have complete discretion to determine (i) the number of Shares subject to a Restricted Stock Unit award granted to any Participant, and (ii) the conditions that must be satisfied, which typically will be based principally or solely on continued service but may include a performance-based component, upon which is conditioned the grant or vesting of Restricted Stock Units. Restricted Stock Units shall be granted in the form of units to acquire Shares. Each such unit shall be the equivalent of one Share for purposes of determining the number of Shares subject to an Award. Until the Shares are issued, no right to vote or receive dividends or any other rights as a stockholder shall exist with respect to the units to acquire Shares.
(b)
Vesting Criteria and Other Terms
. The Administrator shall set vesting criteria in its discretion, which, depending on the extent to which the criteria are met, will determine the number of Restricted Stock Units that will be paid out to the Participant. The Administrator may set vesting criteria based upon the achievement of Company-wide, business unit, or individual goals (including, but not limited to, continued employment), or any other basis determined by the Administrator in its discretion.
(c)
Earning Restricted Stock Units
. Upon meeting the applicable vesting criteria, the Participant shall be entitled to receive a payout as specified in the Restricted Stock Unit Award Agreement. Notwithstanding the foregoing, at any time after the grant of Restricted Stock Units, the Administrator, in its sole discretion, may reduce or waive any vesting criteria that must be met to receive a payout.
(d)
Form and Timing of Payment
. Payment of earned Restricted Stock Units shall be made as soon as practicable after the date(s) set forth in the Restricted Stock Unit Award Agreement. The Administrator shall pay earned Restricted Stock Units in Shares.
(e)
Cancellation
. On the date set forth in the Restricted Stock Unit Award Agreement, all unearned Restricted Stock Units shall be forfeited to the Company.
13.     Performance Shares.
(a)
Grant of Performance Shares
. Subject to the terms and conditions of the Plan, Performance Shares may be granted to Participants at any time as shall be determined by the Administrator, in its sole discretion. Subject to Section 7(b) hereof, the Administrator shall have complete discretion to determine (i) the number of Shares subject to a Performance Share award granted to any Participant, and (ii) the conditions that must be satisfied, which typically will be based principally or solely on achievement of performance milestones but may include a service-based component, upon which is conditioned the grant or vesting of Performance Shares. Performance Shares shall be granted in the form of units to acquire Shares. Each such unit shall be the equivalent of one Share for purposes of determining the number of Shares subject to an Award. Until the Shares are issued, no right to vote or receive dividends or any other rights as a stockholder shall exist with respect to the units to acquire Shares.
(b)
Other Terms
. The Administrator, subject to the provisions of the Plan, shall have complete discretion to determine the terms and conditions of Performance Shares granted under the Plan. Performance Share grants shall be subject to the terms, conditions, and restrictions determined by the Administrator at the time the stock is awarded, which may include such performance-based milestones as are determined appropriate by the Administrator. The Administrator may require the recipient to sign a Performance Shares agreement as a condition of the award. Any certificates representing the Shares of stock awarded shall bear such legends as shall be determined by the Administrator.
(c)
Performance Share Award Agreement
. Each Performance Share grant shall be evidenced by an agreement that shall specify such other terms and conditions as the Administrator, in its sole discretion, shall determine.
14.     Performance Units.
(a)   Grant of Performance Units. Performance Units are similar to Performance Shares, except that they shall be settled in a cash equivalent to the Fair Market Value of the underlying Shares, determined as of the vesting date. Subject to the terms and conditions of the Plan, Performance Units may be granted to Participants at any time and from time to time as shall be determined by the Administrator, in its sole discretion. The Administrator shall have complete discretion to determine the conditions that must be satisfied, which typically will be based principally or solely on achievement of performance milestones but may include a service-based component, upon which is conditioned the grant or vesting of Performance Units. Performance Units shall be granted in the form of units to acquire Shares. Each such unit shall be the cash equivalent of one Share of Common Stock. No right to vote or receive dividends or any other rights as a stockholder shall exist with respect to Performance Units or the cash payable thereunder.
(b)
Number of Performance Units
. Subject to Section 7(c) hereof, the Administrator will have complete discretion in determining the number of Performance Units granted to any Participant.
(c)
Other Terms
. The Administrator, subject to the provisions of the Plan, shall have complete discretion to determine the terms and conditions of Performance Units granted under the Plan. Performance Unit grants shall be subject to the terms, conditions, and restrictions determined by the Administrator at the time the grant is awarded, which may include such performance-based milestones as are determined appropriate by the Administrator. The Administrator may require the recipient to sign a Performance Unit agreement as a condition of the award. Any certificates representing the units awarded shall bear such legends as shall be determined by the Administrator.
(d)
Performance Unit Award Agreement
. Each Performance Unit grant shall be evidenced by an agreement that shall specify such terms and conditions as the Administrator, in its sole discretion, shall determine.
15.     Deferred Stock Units.
(a)
Description.
Deferred Stock Units shall consist of a Restricted Stock, Restricted Stock Unit, Performance Share or Performance Unit Award that the Administrator, in its sole discretion permits to be paid out in installments or on a deferred basis, in accordance with rules and procedures established by the Administrator. Deferred Stock Units shall remain subject to the claims of the Company's general creditors until distributed to the Participant.
(b)
162(m) Limits
. Deferred Stock Units shall be subject to the annual 162(m) limits applicable to the underlying Restricted Stock, Restricted Stock Unit, Performance Share or Performance Unit Award as set forth in Section 7 hereof.
16.     Leaves of Absence
. Unless the Administrator provides otherwise or except as otherwise required by Applicable Laws, vesting of Awards granted hereunder shall cease commencing on the first day of any unpaid leave of absence and shall only recommence upon return to active service.
17.     Part-Time Service
. Unless the Administrator provides otherwise or except as otherwise required by Applicable Laws, any service-based vesting of Awards granted hereunder shall be extended on a proportionate basis in the event an Employee transitions to a work schedule under which they are customarily scheduled to work on less than a full-time basis, or if not on a full-time work schedule, to a schedule requiring fewer hours of service. Such vesting shall be proportionately re-adjusted prospectively in the event that the Employee subsequently becomes regularly scheduled to work additional hours of service.
18.     Non-Transferability of Awards
. Unless determined otherwise by the Administrator, an Award may not be sold, pledged, assigned, hypothecated, transferred, or disposed of in any manner other than by will or by the laws of descent or distribution and may be exercised, during the lifetime of the recipient, only by the recipient. If the Administrator makes an Award transferable, it may only be transferable for no consideration to transferees permitted pursuant to a Form S-8 Registration Statement (such as family members or pursuant to a settlement of marital property rights) and such Award shall contain such additional terms and conditions as the Administrator deems appropriate.
19.     Adjustments Upon Changes in Capitalization, Dissolution or Liquidation or Change of Control.
(a)
Changes in Capitalization
. Subject to any required action by the stockholders of the Company, the number of shares of Common Stock covered by each outstanding Award, the number of shares of Common Stock which have been authorized for issuance under the Plan but as to which no Awards have yet been granted or which have been returned to the Plan upon cancellation or expiration of an Award, as well as the price per share of Common Stock covered by each such outstanding Award and the 162(m) fiscal year share issuance limits under Sections 7(a) and (b) hereof shall be proportionately adjusted for any increase or decrease in the number of issued shares of Common Stock resulting from a stock split, reverse stock split, stock dividend, combination or reclassification of the Common Stock, or any other increase or decrease in the number of issued shares of Common Stock effected without receipt of consideration by the Company; provided, however, that conversion of any convertible securities of the Company shall not be deemed to have been "effected without receipt of consideration." Such adjustment shall be made by the Compensation Committee, whose determination in that respect shall be final, binding and conclusive. Except as expressly provided herein, no issuance by the Company of shares of stock of any class, or securities convertible into shares of stock of any class, shall affect, and no adjustment by reason thereof shall be made with respect to, the number or price of shares of Common Stock subject to an Award.
(b)
Dissolution or Liquidation
. In the event of the proposed dissolution or liquidation of the Company, the Administrator shall notify each Participant as soon as practicable prior to the effective date of such proposed transaction. The Administrator in its discretion may provide for a Participant to have the right to exercise his or her Option or SAR until ten (10) days prior to such transaction as to all of the Awarded Stock covered thereby, including Shares as to which the Award would not otherwise be exercisable. In addition, the Administrator may provide that any Company repurchase option or forfeiture rights applicable to any Award shall lapse 100%, and that any Award vesting shall accelerate 100%, provided the proposed dissolution or liquidation takes place at the time and in the manner contemplated. To the extent it has not been previously exercised (with respect to Options and SARs) or vested (with respect to other Awards), an Award will terminate immediately prior to the consummation of such proposed action.
(c)
Change of Control
.
(i)  Stock Options and SARs. In the event of a Change of Control, each outstanding Option and SAR shall be assumed or an equivalent option or SAR substituted by the successor corporation or a Parent or Subsidiary of the successor corporation. In the event that the successor corporation refuses to assume or substitute for the Option or SAR, the Participant shall fully vest in and have the right to exercise the Option or SAR as to all of the Awarded Stock, including Shares as to which it would not otherwise be vested or exercisable. If an Option or SAR becomes fully vested and exercisable in lieu of assumption or substitution in the event of a Change of Control, the Administrator shall notify the Participant in writing or electronically that the Option or SAR shall be fully vested and exercisable for a period of fifteen (15) days from the date of such notice, and the Option or SAR shall terminate upon the expiration of such period. For the purposes of this paragraph, the Option or SAR shall be considered assumed if, following the Change of Control, the option or stock appreciation right confers the right to purchase or receive, for each Share of Awarded Stock subject to the Option or SAR immediately prior to the Change of Control, the consideration (whether stock, cash, or other securities or property) received in the Change of Control by holders of Common Stock for each Share held on the effective date of the transaction (and if holders were offered a choice of consideration, the type of consideration chosen by the holders of a majority of the outstanding Shares); provided, however, that if such consideration received in the Change of Control is not solely common stock of the successor corporation or its Parent, the Administrator may, with the consent of the successor corporation, provide for the consideration to be received upon the exercise of the Option or SAR, for each Share of Awarded Stock subject to the Option or SAR, to be solely common stock of the successor corporation or its Parent equal in fair market value to the per share consideration received by holders of Common Stock in the Change of Control.
(ii)  Restricted Stock, Restricted Stock Units, Performance Shares, Performance Units and Deferred Stock Units. In the event of a Change of Control, each outstanding Restricted Stock, Restricted Stock Unit, Performance Share, Performance Unit and Deferred Stock Unit award (and any related Dividend Equivalent) shall be assumed or an equivalent Restricted Stock, Restricted Stock Unit, Performance Share, Performance Unit and Deferred Stock Unit award substituted by the successor corporation or a Parent or Subsidiary of the successor corporation. In the event that the successor corporation refuses to assume or substitute for the Restricted Stock, Restricted Stock Unit, Performance Share, Performance Unit or Deferred Stock Unit award, the Participant shall fully vest in the Restricted Stock, Restricted Stock Unit, Performance Share, Performance Unit or Deferred Stock Unit including as to Shares (or with respect to Performance Units, the cash equivalent thereof) which would not otherwise be vested. For the purposes of this paragraph, a Restricted Stock, Restricted Stock Units, Performance Share, Performance Unit and Deferred Stock Unit award shall be considered assumed if, following the Change of Control, the award confers the right to purchase or receive, for each Share (or with respect to Performance Units, the cash equivalent thereof) subject to the Award immediately prior to the Change of Control, the consideration (whether stock, cash, or other securities or property) received in the Change of Control by holders of Common Stock for each Share held on the effective date of the transaction (and if holders were offered a choice of consideration, the type of consideration chosen by the holders of a majority of the outstanding Shares); provided, however, that if such consideration received in the Change of Control is not solely common stock of the successor corporation or its Parent, the Administrator may, with the consent of the successor corporation, provide for the consideration to be received, for each Share and each unit/right to acquire a Share subject to the Award, to be solely common stock of the successor corporation or its Parent equal in fair market value to the per share consideration received by holders of Common Stock in the Change of Control.
20.     Date of Grant
. The date of grant of an Award shall be, for all purposes, the date on which the Administrator makes the determination granting such Award, or such other later date as is determined by the Administrator. Notice of the determination shall be provided to each Participant within a reasonable time after the date of such grant.
21.     Amendment and Termination of the Plan.
(a)
Amendment and Termination
. The Board may at any time amend, alter, suspend or terminate the Plan; provided, however, that the Board may not materially amend the Stock Plan without obtaining stockholder approval.
(b)
Stockholder Approval
. The Company shall obtain stockholder approval of any Plan amendment to the extent necessary and desirable to comply with Section 422 of the Code (or any successor rule or statute or other applicable law, rule or regulation, including the requirements of any exchange or quotation system on which the Common Stock is listed or quoted). Such stockholder approval, if required, shall be obtained in such a manner and to such a degree as is required by the applicable law, rule or regulation.
(c)
Effect of Amendment or Termination
. No amendment, alteration, suspension or termination of the Plan shall impair the rights of any Participant, unless mutually agreed otherwise between the Participant and the Administrator, which agreement must be in writing (or electronic format) and signed by the Participant and the Company.
22.     Conditions Upon Issuance of Shares.
(a)
Legal Compliance
. Shares shall not be issued pursuant to the exercise of an Award unless the exercise of the Award or the issuance and delivery of such Shares (or with respect to Performance Units, the cash equivalent thereof) shall comply with Applicable Laws and shall be further subject to the approval of counsel for the Company with respect to such compliance.
(b)
Investment Representations
. As a condition to the exercise or receipt of an Award, the Company may require the person exercising or receiving such Award to represent and warrant at the time of any such exercise or receipt that the Shares are being purchased only for investment and without any present intention to sell or distribute such Shares if, in the opinion of counsel for the Company, such a representation is required.
23.     Liability of Company.
(a)
Inability to Obtain Authority
. The inability of the Company to obtain authority from any regulatory body having jurisdiction, which authority is deemed by the Company's 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.
(b)
Grants Exceeding Allotted Shares
. If the Awarded Stock covered by an Award exceeds, as of the date of grant, the number of Shares which may be issued under the Plan without additional stockholder approval, such Award shall be void with respect to such excess Awarded Stock, unless stockholder approval of an amendment sufficiently increasing the number of Shares subject to the Plan is timely obtained in accordance with Section 21(b) of the Plan.
24.     Reservation of Shares
. The Company, during the term of this Plan, will at all times reserve and keep available such number of Shares as shall be sufficient to satisfy the requirements of the Plan.
Exhibit 5.1
August 10, 2005
Tripos, Inc.
1699 South Hanley Road, Suite 303
St. Louis, MO 63144
RE: REGISTRATION STATEMENT ON FORM S-8
Ladies and Gentlemen:
We have examined the Registration Statement on Form S-8 to be filed by you with the Securities and Exchange Commission on or about August 10, 2005 (the "Registration Statement") in connection with the registration under the Securities Act of 1933, as amended, of 1,100,000 shares of your common stock (the "Shares"), which have been reserved for issuance under the 2005 Equity Incentive Plan (the "Plan"). As your legal counsel, we have examined the proceedings proposed to be taken in connection with the issuance and sale of the Shares to be issued under the Plan.
It is our opinion that the Shares to be issued, when issued and sold in the manner referred to in the Plan and pursuant to the agreements that accompany the Plan, will be legally issued, fully paid and nonassessable.
We consent to the use of this opinion as an exhibit to the Registration Statement and further consent to the use of our name wherever appearing in the Registration Statement, including any Prospectus constituting a part thereof, and any amendments thereto.
Very truly yours,
WILSON SONSINI GOODRICH & ROSATI
Professional Corporation
/s/ Wilson Sonsini Goodrich & Rosati
Exhibit 23.1
Consent of Independent Registered Public Accounting Firm
Tripos, Inc.
St. Louis, Missouri
We hereby consent to the incorporation by reference in the Prospectus constituting a part of this Registration Statement of our reports dated February 4, 2005, relating to the consolidated financial statements, the effectiveness of Tripos, Inc.'s internal control over financial reporting, and schedule of Tripos, Inc. appearing in the Company's Annual Report on Form 10-K for the year ended December 31, 2004.
/s/ BDO Seidman, LLP
Chicago, Illinois
August 9, 2005
Exhibit 23.2
Consent of Independent Registered Public Accounting Firm
We consent to the incorporation by reference in the following Registration Statement (Form S-8 No. 333-_______) pertaining to the Tripos Inc., 2005 Equity Incentive Plan of our report dated March 29, 2004, with respect to the consolidated financial statements and schedules of Tripos, Inc. included in its Annual Report (Form 10-K) as of and for the two years ended December 31, 2003, filed with the Securities and Exchange Commission.
/s/ Ernst & Young LLP
St. Louis, Missouri
August 9, 2005