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EXHIBIT 4.1.5
DATUM INC.
FIFTH AMENDMENT
TO
1994 STOCK INCENTIVE PLAN
As approved by the stockholders of Datum Inc. (the "Company") at the
Company's duly called, noticed and held annual meeting of stockholders of June
8, 2000, the Company's 1994 Stock Incentive Plan (the "Plan") is amended as of
such date such that the second and third sentences of Section 2 of the Plan are
amended and restated in their entirety as follows:
The total number of shares of Common Stock of the Company which may be
issued under the Plan shall not exceed, in the aggregate, 1,477,217
shares which amount shall increase by 2% of the number of shares of
common stock outstanding as of the Company's fiscal year-end. The
aggregate maximum number of shares represented by options or rights to
purchase under this Plan that may be granted or offered under stock
options or rights to purchase to any one person may not exceed one
hundred fifty thousand (150,000) shares per calendar year.
