Exhibit 4.3

    


    
      SOUTHPEAK
        INTERACTIVE CORPORATION

      


      2008
        EQUITY INCENTIVE COMPENSATION PLAN


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      SOUTHPEAK
        INTERACTIVE CORPORATION

       

      2008
        EQUITY INCENTIVE COMPENSATION PLAN

       

      
        	
                1.

              	
                Purpose

              	
                1

              
	 	 	 
	
                2.

              	
                Definitions

              	
                1

              
	 	 	 
	
                3.

              	
                Administration.

              	
                6

              
	 	 	 
	
                4.

              	
                Shares
                  Subject to Plan.

              	
                7

              
	 	 	 
	
                5.

              	
                Eligibility

              	
                8

              
	 	 	 
	
                6.

              	
                Specific
                  Terms of Awards.

              	
                8

              
	 	 	 
	
                7.

              	
                Certain
                  Provisions Applicable to Awards.

              	
                13

              
	 	 	 
	
                8.

              	
                Code
                  Section 162(m) Provisions.

              	
                15

              
	 	 	 
	
                9.

              	
                Change
                  in Control.

              	
                17

              
	 	 	 
	
                10.

              	
                General
                  Provisions.

              	
                19

              


      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      SOUTHPEAK
        INTERACTIVE CORPORATION

       

      2008
        EQUITY INCENTIVE COMPENSATION PLAN

       

      1. Purpose.
        The
        purpose of this 2008 EQUITY INCENTIVE
        COMPENSATION PLAN (the “Plan”) is to assist SouthPeak Interactive Corporation, a
        Delaware corporation (the “Company”) and its Related Entities (as hereinafter
        defined) in attracting, motivating, retaining and rewarding high-quality
        executives and other employees, officers, directors, consultants and other
        persons who provide services to the Company or its Related Entities by enabling
        such persons to acquire or increase a proprietary interest in the Company
        in
        order to strengthen the mutuality of interests between such persons and the
        Company's shareholders, and providing such persons with performance incentives
        to expend their maximum efforts in the creation of shareholder
        value.

       

      2. Definitions.
        For
        purposes of the Plan, the following terms shall be defined as set forth below,
        in addition to such terms defined in Section 1 hereof and elsewhere
        herein.

       

      (a) “Award”
means
        any Option, Stock Appreciation Right, Restricted Stock Award, Deferred Stock
        Award, Share granted as a bonus or in lieu of another Award, Dividend
        Equivalent, Other Stock-Based Award or Performance Award, together with any
        other right or interest, granted to a Participant under the Plan.

       

      (b) “Award
        Agreement”
means
        any written agreement, contract or other instrument or document evidencing
        any
        Award granted by the Committee hereunder.

       

      (c) “Beneficiary”
        and
        “Beneficial Ownership”
        means
        the person, persons, trust or trusts that have been designated by a Participant
        in his or her most recent written beneficiary designation filed with the
        Committee to receive the benefits specified under the Plan upon such
        Participant's death or to which Awards or other rights are transferred if
        and to
        the extent permitted under Section 10(b) hereof. If, upon a Participant's
        death,
        there is no designated Beneficiary or surviving designated Beneficiary, then
        the
        term Beneficiary means the person, persons, trust or trusts entitled by will
        or
        the laws of descent and distribution to receive such benefits.

       

      (d) “Beneficial
        Owner”
shall
        have the meaning ascribed to such term in Rule 13d-3 under the Exchange Act
        and
        any successor to such Rule.

       

      (e) “Board”
means
        the Company's Board of Directors.

       

      (f) “Cause”
shall,
        with respect to any Participant, have the meaning specified in the Award
        Agreement. In the absence of any definition in the Award Agreement, “Cause”
shall have the equivalent meaning or the same meaning as “cause” or “for cause”
set forth in any employment, consulting, or other agreement for the performance
        of services between the Participant and the Company or a Related Entity or,
        in
        the absence of any such agreement or any such definition in such agreement,
        such
        term shall mean (i) the failure by the Participant to perform, in a reasonable
        manner, his or her duties as assigned by the Company or a Related Entity,
        (ii)
        any violation or breach by the Participant of his or her employment, consulting
        or other similar agreement with the Company or a Related Entity, if any,
        (iii)
        any violation or breach by the Participant of any non-competition,
        non-solicitation, non-disclosure and/or other similar agreement with the
        Company
        or a Related Entity, (iv) any act by the Participant of dishonesty or bad
        faith
        with respect to the Company or a Related Entity, (v) use of alcohol, drugs
        or
        other similar substances in a manner that adversely affects the Participant’s
        work performance, or (vi) the commission by the Participant of any act,
        misdemeanor, or crime reflecting unfavorably upon the Participant or the
        Company
        or any Related Entity. The good faith determination by the Committee of whether
        the Participant’s Continuous Service was terminated by the Company for “Cause”
shall be final and binding for all purposes hereunder.


      
        
          
          

        

        
          1

          
            

          

        

        
          
          

        

      


      (g) “Change
        in Control”
means
        a
        Change in Control as defined in Section 9(b) of the Plan.

       

      (h) “Code”
means
        the Internal Revenue Code of 1986, as amended from time to time, including
        regulations thereunder and successor provisions and regulations
        thereto.

       

      (i) “Committee”
means
        a
        committee designated by the Board to administer the Plan; provided, however,
        that if the Board fails to designate a committee or if there are no longer
        any
        members on the committee so designated by the Board, then the Board shall
        serve
        as the Committee. The Committee shall consist of at least two directors,
        and
        each member of the Committee shall be (i) a “non-employee director” within
        the meaning of Rule 16b-3 (or any successor rule) under the Exchange Act,
        unless
        administration of the Plan by “non-employee directors” is not then required in
        order for exemptions under Rule 16b-3 to apply to transactions under the
        Plan,
        (ii) an “outside director” within the meaning of Section 162(m) of the Code, and
        (iii) “Independent”.

       

      (j) “Consultant”
means
        any person (other than an Employee or a Director, solely with respect to
        rendering services in such person’s capacity as a director) who is engaged by
        the Company or any Related Entity to render consulting or advisory services
        to
        the Company or such Related Entity.

       

      (k) “Continuous
        Service”
means
        the uninterrupted provision of services to the Company or any Related Entity
        in
        any capacity of Employee, Director, Consultant or other service provider.
        Continuous Service shall not be considered to be interrupted in the case
        of (i)
        any approved leave of absence, (ii) transfers among the Company, any Related
        Entities, or any successor entities, in any capacity of Employee, Director,
        Consultant or other service provider, or (iii) any change in status as long
        as
        the individual remains in the service of the Company or a Related Entity
        in any
        capacity of Employee, Director, Consultant or other service provider (except
        as
        otherwise provided in the Award Agreement). An approved leave of absence
        shall
        include sick leave, military leave, or any other authorized personal
        leave.

       

      (l) “Covered
        Employee”
        means
        the Person who, as of the end of the taxable year, either is the principal
        executive officer of the Company or is serving as the acting principal executive
        officer of the Company, and each other Person whose compensation is required
        to
        be disclosed in the Company’s filings with the Securities and Exchange
        Commission by reason of that person being among the three highest compensated
        officers of the Company as of the end of a taxable year, or such other person
        as
        shall be considered a “covered employee” for purposes of Section 162(m) of the
        Code.


      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      


      (m) “Deferred
        Stock”
means
        a
        right to receive Shares, including Restricted Stock, cash measured based
        upon
        the value of Shares or a combination thereof, at the end of a specified deferral
        period. 

       

      (n) “Deferred
        Stock Award”
means
        an Award of Deferred Stock granted to a Participant under Section 6(e)
        hereof.

       

      (o) “Director”
means
        a
        member of the Board or the board of directors of any Related
        Entity.

       

      (p) “Disability”
means
        a
        permanent and total disability (within the meaning of Section 22(e) of the
        Code), as determined by a medical doctor satisfactory to the
        Committee.

       

      (q) “Dividend
        Equivalent”
means
        a
        right, granted to a Participant under Section 6(g) hereof, to receive cash,
        Shares, other Awards or other property equal in value to dividends paid with
        respect to a specified number of Shares, or other periodic
        payments.

       

      (r) “Effective
        Date”
means
        the effective date of the Plan, which shall be the Shareholder Approval
        Date.

       

      (s) “Eligible
        Person”
means
        each officer, Director, Employee, Consultant and other person who provides
        services to the Company or any Related Entity. The foregoing notwithstanding,
        only employees of the Company, or any parent corporation or subsidiary
        corporation of the Company (as those terms are defined in Sections 424(e)
        and
        (f) of the Code, respectively), shall be Eligible Persons for purposes of
        receiving any Incentive Stock Options. An Employee on leave of absence may
        be
        considered as still in the employ of the Company or a Related Entity for
        purposes of eligibility for participation in the Plan.

       

      (t) “Employee”
means
        any person, including an officer or Director, who is an employee of the Company
        or any Related Entity. The payment of a director’s fee by the Company or a
        Related Entity shall not be sufficient to constitute “employment” by the
        Company.

       

      (u) “Exchange
        Act”
means
        the Securities Exchange Act of 1934, as amended from time to time, including
        rules thereunder and successor provisions and rules thereto.

       

      (v) “Fair
        Market Value”
means
        the fair market value of Shares, Awards or other property as determined by
        the
        Committee, or under procedures established by the Committee. Unless otherwise
        determined by the Committee, the Fair Market Value of a Share as of any given
        date shall be the closing sale price per Share reported on a consolidated
        basis
        for stock listed on the principal stock exchange or market on which Shares
        are
        traded on the date immediately preceding the date as of which such value
        is
        being determined or, if there is no sale on that date, then on the last previous
        day on which a sale was reported.


      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      


      (w) “Good
        Reason”
shall,
        with respect to any Participant, have the meaning specified in the Award
        Agreement. In the absence of any definition in the Award Agreement, “Good
        Reason” shall have the equivalent meaning or the same meaning as “good reason”
or “for good reason” set forth in any employment, consulting or other agreement
        for the performance of services between the Participant and the Company or
        a
        Related Entity or, in the absence of any such agreement or any such definition
        in such agreement, such term shall mean (i) the assignment to the Participant
        of
        any duties inconsistent in any material respect with the Participant's duties
        or
        responsibilities as assigned by the Company or a Related Entity, or any other
        action by the Company or a Related Entity which results in a material diminution
        in such duties or responsibilities, excluding for this purpose an isolated,
        insubstantial and inadvertent action not taken in bad faith and which is
        remedied by the Company or a Related Entity promptly after receipt of notice
        thereof given by the Participant or (ii) any material failure by the Company
        or
        a Related Entity to comply with its obligations to the Participant as agreed
        upon, other than an isolated, insubstantial and inadvertent failure not
        occurring in bad faith and which is remedied by the Company or a Related
        Entity
        promptly after receipt of notice thereof given by the Participant

       

      (x) “Incentive
        Stock Option”
means
        any Option intended to be designated as an incentive stock option within
        the
        meaning of Section 422 of the Code or any successor provision
        thereto.

       

      (y) “Independent”,
        when
        referring to either the Board or members of the Committee, shall have the
        same
        meaning as used in the rules of the national securities exchange on which
        any
        securities of the Company are listed for trading, and if not listed for trading,
        by the rules of the Nasdaq Stock Market.

       

      (z) “Incumbent
        Board”
means
        the Incumbent Board as defined in Section 9(b)(ii) of the Plan.

       

      (aa) “Option”
means
        a
        right granted to a Participant under Section 6(b) hereof, to purchase Shares
        or
        other Awards at a specified price during specified time periods.

       

      (bb) “Optionee”
means
        a
        person to whom an Option is granted under this Plan or any person who succeeds
        to the rights of such person under this Plan.

       

      (cc) “Option
        Proceeds”
means
        the cash actually received by the Company for the exercise price in connection
        with the exercise of Options which tax benefit shall be determined by
        multiplying (i) the amount that is deductible for Federal income tax purposes
        as
        a result of any such option exercise (currently, equal to the amount upon
        which
        the Participant's withholding tax obligation is calculated), times (ii) the
        maximum Federal corporate income tax rate for the year of exercise. With
        respect
        to Options to the extent that a Participant pays the exercise price and/or
        withholding taxes with Shares, Option Proceeds shall not be calculated with
        respect to the amounts so paid in Shares.

       

      (dd) “Other
        Stock-Based Awards”
means
        Awards granted to a Participant under Section 6(i) hereof.

       

      (ee) “Participant”
means
        a
        person who has been granted an Award under the Plan which remains outstanding,
        including a person who is no longer an Eligible Person.

       

      (ff) “Performance
        Award”
shall
        mean any Award of Performance Shares or Performance Units granted pursuant
        to
        Section 6(h).


      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      


      (gg) “Performance
        Period”
means
        that period established by the Committee at the time any Performance Award
        is
        granted or at any time thereafter during which any performance goals specified
        by the Committee with respect to such Award are to be measured.

       

      (hh) “Performance
        Share”
means
        any grant pursuant to Section 6(h) of a unit valued by reference to a designated
        number of Shares, which value may be paid to the Participant by delivery
        of such
        property as the Committee shall determine, including cash, Shares, other
        property, or any combination thereof, upon achievement of such performance
        goals
        during the Performance Period as the Committee shall establish at the time
        of
        such grant or thereafter.

       

      (ii) “Performance
        Unit”
means
        any grant pursuant to Section 6(h) of a unit valued by reference to a designated
        amount of property (including cash) other than Shares, which value may be
        paid
        to the Participant by delivery of such property as the Committee shall
        determine, including cash, Shares, other property, or any combination thereof,
        upon achievement of such performance goals during the Performance Period
        as the
        Committee shall establish at the time of such grant or thereafter.

       

      (jj) “Person”
shall
        have the meaning ascribed to such term in Section 3(a)(9) of the Exchange
        Act and used in Sections 13(d) and 14(d) thereof, and shall include a “group” as
        defined in Section 13(d) thereof.

       

      (kk) “Related
        Entity”
means
        any Subsidiary, and any business, corporation, partnership, limited liability
        company or other entity designated by the Board, in which the Company or
        a
        Subsidiary holds a substantial ownership interest, directly or
        indirectly.

       

      (ll) “Restricted
        Stock”
means
        any Share issued with the restriction that the holder may not sell, transfer,
        pledge or assign such Share and with such risks of forfeiture and other
        restrictions as the Committee, in its sole discretion, may impose (including
        any
        restriction on the right to vote such Share and the right to receive any
        dividends), which restrictions may lapse separately or in combination at
        such
        time or times, in installments or otherwise, as the Committee may deem
        appropriate.

       

      (mm) “Restricted
        Stock Award”
means
        an Award granted to a Participant under Section 6(d) hereof.

       

      (nn) “Rule
        16b-3”
means
        Rule 16b-3, as from time to time in effect and applicable to the Plan and
        Participants, promulgated by the Securities and Exchange Commission under
        Section 16 of the Exchange Act.

       

      (oo) “Shareholder
        Approval Date”
means
        the date on which this Plan is approved shareholders of the Company eligible
        to
        vote in the election of directors, by a vote sufficient to meet the requirements
        of Code Sections 162(m) (if applicable) and 422, Rule 16b-3 under the Exchange
        Act (if applicable), applicable requirements under the rules of any stock
        exchange or automated quotation system on which the Shares may be listed
        on
        quoted, and other laws, regulations and obligations of the Company applicable
        to
        the Plan.


      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

      


      (pp) “Shares”
means
        the shares of common stock of the Company, par value $0.0001 per share, and
        such
        other securities as may be substituted (or resubstituted) for Shares pursuant
        to
        Section 10(c) hereof.

       

      (qq) “Stock
        Appreciation Right”
means
        a
        right granted to a Participant under Section 6(c) hereof.

       

      (rr) “Subsidiary”
means
        any corporation or other entity in which the Company has a direct or indirect
        ownership interest of 50% or more of the total combined voting power of the
        then
        outstanding securities or interests of such corporation or other entity entitled
        to vote generally in the election of directors or in which the Company has
        the
        right to receive 50% or more of the distribution of profits or 50% or more
        of
        the assets on liquidation or dissolution. 

       

      (ss) “Substitute
        Awards”
means
        Awards granted or Shares issued by the Company in assumption of, or in
        substitution or exchange for, Awards previously granted, or the right or
        obligation to make future Awards, by a company acquired by the Company or
        any
        Related Entity or with which the Company or any Related Entity
        combines.

       

      3. Administration.

       

      (a) Authority
        of the Committee.
        The
        Plan shall be administered by the Committee, except to the extent the Board
        elects to administer the Plan, in which case the Plan shall be administered
        by
        only those directors who are Independent Directors, in which case references
        herein to the “Committee” shall be deemed to include references to the
        Independent members of the Board. The Committee shall have full and final
        authority, subject to and consistent with the provisions of the Plan, to
        select
        Eligible Persons to become Participants, grant Awards, determine the type,
        number and other terms and conditions of, and all other matters relating
        to,
        Awards, prescribe Award Agreements (which need not be identical for each
        Participant) and rules and regulations for the administration of the Plan,
        construe and interpret the Plan and Award Agreements and correct defects,
        supply
        omissions or reconcile inconsistencies therein, and to make all other decisions
        and determinations as the Committee may deem necessary or advisable for the
        administration of the Plan. In exercising any discretion granted to the
        Committee under the Plan or pursuant to any Award, the Committee shall not
        be
        required to follow past practices, act in a manner consistent with past
        practices, or treat any Eligible Person or Participant in a manner consistent
        with the treatment of other Eligible Persons or Participants.

       

      (b) Manner
        of Exercise of Committee Authority.
        The
        Committee, and not the Board, shall exercise sole and exclusive discretion
        on
        any matter relating to a Participant then subject to Section 16 of the
        Exchange Act with respect to the Company to the extent necessary in order
        that
        transactions by such Participant shall be exempt under Rule 16b-3 under the
        Exchange Act. Any action of the Committee shall be final, conclusive and
        binding
        on all persons, including the Company, its Related Entities, Eligible Persons,
        Participants, Beneficiaries, transferees under Section 10(b) hereof or other
        persons claiming rights from or through a Participant, and shareholders.
        The
        express grant of any specific power to the Committee, and the taking of any
        action by the Committee, shall not be construed as limiting any power or
        authority of the Committee. The Committee may delegate to officers or managers
        of the Company or any Related Entity, or committees thereof, the authority,
        subject to such terms as the Committee shall determine, to perform such
        functions, including administrative functions as the Committee may determine
        to
        the extent that such delegation will not result in the loss of an exemption
        under Rule 16b-3(d)(1) for Awards granted to Participants subject to Section
        16
        of the Exchange Act in respect of the Company and will not cause Awards intended
        to qualify as “performance-based compensation” under Code Section 162(m) to fail
        to so qualify. The Committee may appoint agents to assist it in administering
        the Plan.


      
        
          
          

        

        
          6

          
            

          

        

        
          
          

        

      


      (c) Limitation
        of Liability.
        The
        Committee and the Board, and each member thereof, shall be entitled to, in
        good
        faith, rely or act upon any report or other information furnished to him
        or her
        by any officer or Employee, the Company's independent auditors, Consultants
        or
        any other agents assisting in the administration of the Plan. Members of
        the
        Committee and the Board, and any officer or Employee acting at the direction
        or
        on behalf of the Committee or the Board, shall not be personally liable for
        any
        action or determination taken or made in good faith with respect to the Plan,
        and shall, to the extent permitted by law, be fully indemnified and protected
        by
        the Company with respect to any such action or determination.

       

      4. Shares
        Subject to Plan.

       

      (a) Limitation
        on Overall Number of Shares Available for Delivery Under Plan.
        Subject to adjustment as provided in Section 10(c) hereof, the total number
        of
        Shares reserved and available for delivery under the Plan shall be 5,000,000.
        Any Shares that are subject to Awards shall be counted against this limit
        as one
        (1) Share for every one (1) Share granted. Any Shares delivered under the
        Plan
        may consist, in whole or in part, of authorized and unissued shares or treasury
        shares.

       

      (b) Application
        of Limitation to Grants of Award. No Award may be granted if the
        number of Shares to be delivered in connection with such an Award or, in
        the
        case of an Award relating to Shares but settled only in cash (such as cash-only
        Stock Appreciation Rights), the number of Shares to which such Award relates,
        exceeds the number of Shares remaining available for delivery under the Plan,
        minus the number of Shares deliverable in settlement of or relating to then
        outstanding Awards. The Committee may adopt reasonable counting procedures
        to
        ensure appropriate counting, avoid double counting (as, for example, in the
        case
        of tandem or substitute awards) and make adjustments if the number of Shares
        actually delivered differs from the number of Shares previously counted in
        connection with an Award.

       

      (c) Availability
        of Shares Not Delivered under Awards and Adjustments to Limits.


       

      (i) If
        any
        Shares subject to an Award are forfeited, expire or otherwise terminate without
        issuance of such Shares, or any Award is settled for cash or otherwise does
        not
        result in the issuance of all or a portion of the Shares subject to such
        Award,
        the Shares shall, to the extent of such forfeiture, expiration, termination,
        cash settlement or non-issuance, again be available for Awards under the
        Plan,
        subject to Section 4(c)(v) below. 


      
        
          
          

        

        
          7

          
            

          

        

        
          
          

        

      


      (ii) In
        the
        event that any Option or other Award granted hereunder is exercised through
        the
        tendering of Shares (either actually or by attestation) or by the withholding
        of
        Shares by the Company, or withholding tax liabilities arising from such option
        or other award are satisfied by the tendering of Shares (either actually
        or by
        attestation) or by the withholding of Shares by the Company, then only the
        number of Shares issued net of the Shares tendered or withheld shall be counted
        for purposes of determining
        the maximum number of Shares available for grant under the Plan. 

       

      (iii) Substitute
        Awards shall not reduce the Shares authorized for grant under the Plan or
        authorized for grant to a Participant in any period. Additionally, in the
        event
        that a company acquired by the Company or any Related Entity or with which
        the
        Company or any Related Entity combines has shares available under a pre-existing
        plan approved by shareholders and not adopted in contemplation of such
        acquisition or combination, the shares available for delivery pursuant to
        the
        terms of such pre-existing plan (as adjusted, to the extent appropriate,
        using
        the exchange ratio or other adjustment or valuation ratio or formula used
        in
        such acquisition or combination to determine the consideration payable to
        the
        holders of common stock of the entities party to such acquisition or
        combination) may be used for Awards under the Plan and shall not reduce the
        Shares authorized for delivery under the Plan; provided that Awards using
        such
        available shares shall not be made after the date awards or grants could
        have
        been made under the terms of the pre-existing plan, absent the acquisition
        or
        combination, and shall only be made to individuals who were not Employees
        or
        Directors prior to such acquisition or combination. 

       

      (iv) Any
        Share
        that again become available for delivery pursuant to this Section 4(c) shall
        be
        added back as one (1) Share.

       

      5. Eligibility.
        Awards
        may be granted under the Plan only to Eligible Persons.

       

      6. Specific
        Terms of Awards.

       

      (a) General.
        Awards may be granted on the terms and conditions set forth in this Section
        6.
        In addition, the Committee may impose on any Award or the exercise thereof,
        at
        the date of grant or thereafter (subject to Section 10(e)), such additional
        terms and conditions, not inconsistent with the provisions of the Plan, as
        the
        Committee shall determine, including terms requiring forfeiture of Awards
        in the
        event of termination of the Participant’s Continuous Service and terms
        permitting a Participant to make elections relating to his or her Award.
        The
        Committee shall retain full power and discretion to accelerate, waive or
        modify,
        at any time, any term or condition of an Award that is not mandatory under
        the
        Plan. Except in cases in which the Committee is authorized to require other
        forms of consideration under the Plan, or to the extent other forms of
        consideration must be paid to satisfy the requirements of Delaware law, no
        consideration other than services may be required for the grant (as opposed
        to
        the exercise) of any Award.

       

      (b) Options.
        The Committee is authorized to grant Options to any Eligible Person on the
        following terms and conditions:


      
        
          
          

        

        
          8

          
            

          

        

        
          
          

        

      


      (i) Exercise
        Price.
        Other
        than in connection with Substitute Awards, the exercise price per Share
        purchasable under an Option shall be determined by the Committee, provided
        that
        such exercise price shall not be less than 100% of the Fair Market Value
        of a
        Share on the date of grant of the Option and shall not, in any event, be
        less
        than the par value of a Share on the date of grant of the Option. If an Employee
        owns or is deemed to own (by reason of the attribution rules applicable under
        Section 424(d) of the Code) more than 10% of the combined voting power of
        all
        classes of stock of the Company (or any parent corporation or subsidiary
        corporation of the Company, as those terms are defined in Sections 424(e)
        and
        (f) of the Code, respectively) and an Incentive Stock Option is granted to
        such
        employee, the exercise price of such Incentive Stock Option (to the extent
        required by the Code at the time of grant) shall be no less than 110% of
        the
        Fair Market Value of a Share on the date such Incentive Stock Option is granted.
        

       

      (ii) Time
        and Method of Exercise.
        The
        Committee shall determine the time or times at which or the circumstances
        under
        which an Option may be exercised in whole or in part (including based on
        achievement of performance goals and/or future service requirements), the
        time
        or times at which Options shall cease to be or become exercisable following
        termination of Continuous Service or upon other conditions, the methods by
        which
        the exercise price may be paid or deemed to be paid (including in the discretion
        of the Committee a cashless exercise procedure), the form of such payment,
        including, without limitation, cash, Shares (including without limitation
        the
        withholding of Shares otherwise deliverable pursuant to the Award), other
        Awards
        or awards granted under other plans of the Company or a Related Entity, or
        other
        property (including notes or other contractual obligations of Participants
        to
        make payment on a deferred basis provided that such deferred payments are
        not in
        violation of the Sarbanes-Oxley Act of 2002, or any rule or regulation adopted
        thereunder or any other applicable law), and the methods by or forms in which
        Shares will be delivered or deemed to be delivered to Participants.


       

      (iii) Incentive
        Stock Options.
        The
        terms of any Incentive Stock Option granted under the Plan shall comply in
        all
        respects with the provisions of Section 422 of the Code. Anything in the
        Plan to
        the contrary notwithstanding, no term of the Plan relating to Incentive Stock
        Options (including any Stock Appreciation Right issued in tandem therewith)
        shall be interpreted, amended or altered, nor shall any discretion or authority
        granted under the Plan be exercised, so as to disqualify either the Plan
        or any
        Incentive Stock Option under Section 422 of the Code, unless the Participant
        has
        first requested, or consents to, the change that will result in such
        disqualification. Thus, if and to the extent required to comply with Section
        422
        of the Code, Options granted as Incentive Stock Options shall be subject
        to the
        following special terms and conditions:

       

      (A) the
        Option shall not be exercisable for more than ten years after the date such
        Incentive Stock Option is granted; provided, however, that if a Participant
        owns
        or is deemed to own (by reason of the attribution rules of Section 424(d)
        of the
        Code) more than 10% of the combined voting power of all classes of stock
        of the
        Company (or any parent corporation or subsidiary corporation of the Company,
        as
        those terms are defined in Sections 424(e) and (f) of the Code, respectively)
        and the Incentive Stock Option is granted to such Participant, the term of
        the
        Incentive Stock Option shall be (to the extent required by the Code at the
        time
        of the grant) for no more than five years from the date of grant;
        and


      
        
          
          

        

        
          9

          
            

          

        

        
          
          

        

      


      (B) The
        aggregate Fair Market Value (determined as of the date the Incentive Stock
        Option is granted) of the Shares with respect to which Incentive Stock Options
        granted under the Plan and all other option plans of the Company (and any
        parent
        corporation or subsidiary corporation of the Company, as those terms are
        defined
        in Sections 424(e) and (f) of the Code, respectively) that become exercisable
        for the first time by the Participant during any calendar year shall not
        (to the
        extent required by the Code at the time of the grant) exceed
        $100,000.

       

      (c) Stock
        Appreciation Rights. The Committee may grant Stock Appreciation
        Rights to any Eligible Person in conjunction with all or part of any Option
        granted under the Plan or at any subsequent time during the term of such
        Option
        (a “Tandem Stock Appreciation Right”), or without regard to any Option (a
“Freestanding Stock Appreciation Right”), in each case upon such terms and
        conditions as the Committee may establish in its sole discretion, not
        inconsistent with the provisions of the Plan, including the
        following:

       

      (i) Right
        to Payment.
        A Stock
        Appreciation Right shall confer on the Participant to whom it is granted
        a right
        to receive, upon exercise thereof, the excess of (A) the Fair Market Value
        of
        one Share on the date of exercise over (B) the grant price of the Stock
        Appreciation Right as determined by the Committee. The grant price of a Stock
        Appreciation Right shall not be less than the Fair Market Value of a Share
        on
        the date of grant, in the case of a Freestanding Stock Appreciation Right,
        or
        less than the associated Option exercise price, in the case of a Tandem Stock
        Appreciation Right. 

       

      (ii) Other
        Terms.
        The
        Committee shall determine at the date of grant or thereafter, the time or
        times
        at which and the circumstances under which a Stock Appreciation Right may
        be
        exercised in whole or in part (including based on achievement of performance
        goals and/or future service requirements), the time or times at which Stock
        Appreciation Rights shall cease to be or become exercisable following
        termination of Continuous Service or upon other conditions, the method of
        exercise, method of settlement, form of consideration payable in settlement,
        method by or forms in which Shares will be delivered or deemed to be delivered
        to Participants, whether or not a Stock Appreciation Right shall be in tandem
        or
        in combination with any other Award, and any other terms and conditions of
        any
        Stock Appreciation Right.

       

      (iii) Tandem
        Stock Appreciation Rights.
        Any
        Tandem Stock Appreciation Right may be granted at the same time as the related
        Option is granted or, for Options that are not Incentive Stock Options, at
        any
        time thereafter before exercise or expiration of such Option. Any Tandem
        Stock
        Appreciation Right related to an Option may be exercised only when the related
        Option would be exercisable and the Fair Market Value of the Shares subject
        to
        the related Option exceeds the exercise price at which Shares can be acquired
        pursuant to the Option. In addition, if a Tandem Stock Appreciation Right
        exists
        with respect to less than the full number of Shares covered by a related
        Option,
        then an exercise or termination of such Option shall not reduce the number
        of
        Shares to which the Tandem Stock Appreciation Right applies until the number
        of
        Shares then exercisable under such Option equals the number of Shares to
        which
        the Tandem Stock Appreciation Right applies. Any Option related to a Tandem
        Stock Appreciation Right shall no longer be exercisable to the extent the
        Tandem
        Stock Appreciation Right has been exercised, and any Tandem Stock Appreciation
        Right shall no longer be exercisable to the extent the related Option has
        been
        exercised.


      
        
          
          

        

        
          10

          
            

          

        

        
          
          

        

      


      (d) Restricted
        Stock Awards. The Committee is authorized to grant Restricted
        Stock Awards to any Eligible Person on the following terms and
        conditions:

       

      (i) Grant
        and Restrictions.
        Restricted Stock Awards shall be subject to such restrictions on
        transferability, risk of forfeiture and other restrictions, if any, as the
        Committee may impose, or as otherwise provided in this Plan, covering a period
        of time specified by the Committee (the “Restriction Period”). The terms of any
        Restricted Stock Award granted under the Plan shall be set forth in a written
        Award Agreement which shall contain provisions determined by the Committee
        and
        not inconsistent with the Plan. The restrictions may lapse separately or
        in
        combination at such times, under such circumstances (including based on
        achievement of performance goals and/or future service requirements), in
        such
        installments or otherwise, as the Committee may determine at the date of
        grant
        or thereafter. Except to the extent restricted under the terms of the Plan
        and
        any Award Agreement relating to a Restricted Stock Award, a Participant granted
        Restricted Stock shall have all of the rights of a shareholder, including
        the
        right to vote the Restricted Stock and the right to receive dividends thereon
        (subject to any mandatory reinvestment or other requirement imposed by the
        Committee). During the Restriction Period, subject to Section 10(b) below,
        the
        Restricted Stock may not be sold, transferred, pledged, hypothecated, margined
        or otherwise encumbered by the Participant.

       

      (ii) Forfeiture.
        Except
        as otherwise determined by the Committee, upon termination of a Participant's
        Continuous Service during the applicable Restriction Period, the Participant's
        Restricted Stock that is at that time subject to a risk of forfeiture that
        has
        not lapsed or otherwise been satisfied shall be forfeited and reacquired
        by the
        Company; provided that the Committee may provide, by rule or regulation or
        in
        any Award Agreement, or may determine in any individual case, that forfeiture
        conditions relating to Restricted Stock Awards shall be waived in whole or
        in
        part in the event of terminations resulting from specified causes.

       

      (iii) Certificates
        for Stock.
        Restricted Stock granted under the Plan may be evidenced in such manner as
        the
        Committee shall determine. If certificates representing Restricted Stock
        are
        registered in the name of the Participant, the Committee may require that
        such
        certificates bear an appropriate legend referring to the terms, conditions
        and
        restrictions applicable to such Restricted Stock, that the Company retain
        physical possession of the certificates, and that the Participant deliver
        a
        stock power to the Company, endorsed in blank, relating to the Restricted
        Stock.

       

      (iv) Dividends
        and Splits.
        As a
        condition to the grant of a Restricted Stock Award, the Committee may require
        or
        permit a Participant to elect that any cash dividends paid on a Share of
        Restricted Stock be automatically reinvested in additional Shares of Restricted
        Stock or applied to the purchase of additional Awards under the Plan. Unless
        otherwise determined by the Committee, Shares distributed in connection with
        a
        stock split or stock dividend, and other property distributed as a dividend,
        shall be subject to restrictions and a risk of forfeiture to the same extent
        as
        the Restricted Stock with respect to which such Shares or other property
        have
        been distributed.

       

      (e) Deferred
        Stock Award.
        The
        Committee is authorized to grant Deferred Stock Awards to any Eligible Person
        on
        the following terms and conditions:


      
        
          
          

        

        
          11

          
            

          

        

        
          
          

        

      


      (i) Award
        and Restrictions.
        Satisfaction of a Deferred Stock Award shall occur upon expiration of the
        deferral period specified for such Deferred Stock Award by the Committee
        (or, if
        permitted by the Committee, as elected by the Participant). In addition,
        a
        Deferred Stock Award shall be subject to such restrictions (which may include
        a
        risk of forfeiture) as the Committee may impose, if any, which restrictions
        may
        lapse at the expiration of the deferral period or at earlier specified times
        (including based on achievement of performance goals and/or future service
        requirements), separately or in combination, in installments or otherwise,
        as
        the Committee may determine. A Deferred Stock Award may be satisfied by delivery
        of Shares, cash equal to the Fair Market Value of the specified number of
        Shares
        covered by the Deferred Stock, or a combination thereof, as determined by
        the
        Committee at the date of grant or thereafter. Prior to satisfaction of a
        Deferred Stock Award, a Deferred Stock Award carries no voting or dividend
        or
        other rights associated with Share ownership.

       

      (ii) Forfeiture.
        Except
        as otherwise determined by the Committee, upon termination of a Participant's
        Continuous Service during the applicable deferral period or portion thereof
        to
        which forfeiture conditions apply (as provided in the Award Agreement evidencing
        the Deferred Stock Award), the Participant's Deferred Stock Award that is
        at
        that time subject to a risk of forfeiture that has not lapsed or otherwise
        been
        satisfied shall be forfeited; provided that the Committee may provide, by
        rule
        or regulation or in any Award Agreement, or may determine in any individual
        case, that forfeiture conditions relating to a Deferred Stock Award shall
        be
        waived in whole or in part in the event of terminations resulting from specified
        causes, and the Committee may in other cases waive in whole or in part the
        forfeiture of any Deferred Stock Award.

       

      (iii) Dividend
        Equivalents.
        Unless
        otherwise determined by the Committee at date of grant, any Dividend Equivalents
        that are granted with respect to any Deferred Stock Award shall be either
        (A)
        paid with respect to such Deferred Stock Award at the dividend payment date
        in
        cash or in Shares of unrestricted stock having a Fair Market Value equal
        to the
        amount of such dividends, or (B) deferred with respect to such Deferred Stock
        Award and the amount or value thereof automatically deemed reinvested in
        additional Deferred Stock, other Awards or other investment vehicles, as
        the
        Committee shall determine or permit the Participant to elect.

       

      (f) Bonus
        Stock and Awards in Lieu of Obligations.
        The
        Committee is authorized to grant Shares to any Eligible Persons as a bonus, or
        to grant Shares or other Awards in lieu of obligations to pay cash or deliver
        other property under the Plan or under other plans or compensatory arrangements,
        provided that, in the case of Eligible Persons subject to Section 16 of the
        Exchange Act, the amount of such grants remains within the discretion of
        the
        Committee to the extent necessary to ensure that acquisitions of Shares or
        other
        Awards are exempt from liability under Section 16(b) of the Exchange Act.
        Shares
        or Awards granted hereunder shall be subject to such other terms as shall
        be
        determined by the Committee.

       

      (g) Dividend
        Equivalents.
        The
        Committee is authorized to grant Dividend Equivalents to any Eligible Person
        entitling the Eligible Person to receive cash, Shares, other Awards, or other
        property equal in value to the dividends paid with respect to a specified
        number
        of Shares, or other periodic payments.
        Dividend Equivalents may be awarded on a free-standing basis or in connection
        with another Award.
        The
        Committee may provide that Dividend Equivalents shall be paid or distributed
        when accrued or shall be deemed to have been reinvested in additional Shares,
        Awards, or other investment vehicles, and subject to such restrictions on
        transferability and risks of forfeiture, as the Committee may
        specify.


      
        
          
          

        

        
          12

          
            

          

        

        
          
          

        

      


      (h) Performance
        Awards.
        The
        Committee is authorized to grant Performance Awards to any Eligible Person
        payable in cash, Shares, or other Awards, on terms and conditions established
        by
        the Committee, subject to the provisions of Section 8 if and to the extent
        that
        the Committee shall, in its sole discretion, determine that an Award shall
        be
        subject to those provisions. The performance criteria to be achieved during
        any
        Performance Period and the length of the Performance Period shall be determined
        by the Committee upon the grant of each Performance Award.
        Except
        as provided in Section 9 or as may be provided in an Award Agreement,
        Performance Awards will be distributed only after the end of the relevant
        Performance Period. The performance goals to be achieved for each Performance
        Period shall be conclusively determined by the Committee and may be based
        upon
        the criteria set forth in Section 8(b), or in the case of an Award that the
        Committee determines shall not be subject to Section 8 hereof, any other
        criteria that the Committee, in its sole discretion, shall determine should
        be
        used for that purpose. The amount of the Award to be distributed shall be
        conclusively determined by the Committee. Performance Awards may be paid
        in a
        lump sum or in installments following the close of the Performance Period
        or, in
        accordance with procedures established by the Committee, on a deferred
        basis.

       

      (i) Other
        Stock-Based Awards.
        The
        Committee is authorized, subject to limitations under applicable law, to
        grant
        to any Eligible Person such other Awards that may be denominated or payable
        in,
        valued in whole or in part by reference to, or otherwise based on, or related
        to, Shares, as deemed by the Committee to be consistent with the purposes
        of the
        Plan. Other Stock-Based Awards may be granted to Participants either alone
        or in
        addition to other Awards granted under the Plan, and such Other Stock-Based
        Awards shall also be available as a form of payment in the settlement of
        other
        Awards granted under the Plan. The Committee shall determine the terms and
        conditions of such Awards. Shares delivered pursuant to an Award in the nature
        of a purchase right granted under this Section 6(i) shall be purchased for
        such
        consideration, (including
        without limitation loans from the Company or a Related Entity provided that
        such
        loans are not in violation of the Sarbanes Oxley Act of 2002, or any rule
        or
        regulation adopted thereunder or any other applicable law)
        paid for
        at such times, by such methods, and in such forms, including, without
        limitation, cash, Shares, other Awards or other property, as the Committee
        shall
        determine. 

       

      7. Certain
        Provisions Applicable to Awards.

       

      (a) Stand-Alone,
        Additional, Tandem, and Substitute Awards. Awards granted under
        the Plan may, in the discretion of the Committee, be granted either alone
        or in
        addition to, in tandem with, or in substitution or exchange for, any other
        Award
        or any award granted under another plan of the Company, any Related Entity,
        or
        any business entity to be acquired by the Company or a Related Entity, or
        any
        other right of a Participant to receive payment from the Company or any Related
        Entity. Such additional, tandem, and substitute or exchange Awards may be
        granted at any time. If an Award is granted in substitution or exchange for
        another Award or award, the Committee shall require the surrender of such
        other
        Award or award in consideration for the grant of the new Award. In addition,
        Awards may be granted in lieu of cash compensation, including in lieu of
        cash
        amounts payable under other plans of the Company or any Related Entity, in
        which
        the value of Stock subject to the Award is equivalent in value to the cash
        compensation (for example, Deferred Stock or Restricted Stock), or in which
        the
        exercise price, grant price or purchase price of the Award in the nature
        of a
        right that may be exercised is equal to the Fair Market Value of the underlying
        Stock minus the value of the cash compensation surrendered (for example,
        Options
        or Stock Appreciation Right granted with an exercise price or grant price
        “discounted” by the amount of the cash compensation
        surrendered).


      
        
          
          

        

        
          13

          
            

          

        

        
          
          

        

      


      (b) Term
        of Awards.
        The
        term of each Award shall be for such period as may be determined by the
        Committee; provided that in no event shall the term of any Option or Stock
        Appreciation Right exceed a period of ten years (or in the case of an Incentive
        Stock Option such shorter term as may be required under Section 422 of the
        Code).

       

      (c) Form
        and Timing of Payment Under Awards; Deferrals.
        Subject
        to the terms of the Plan and any applicable Award Agreement, payments to
        be made
        by the Company or a Related Entity upon the exercise of an Option or other
        Award
        or settlement of an Award may be made in such forms as the Committee shall
        determine, including, without limitation, cash, Shares, other Awards or other
        property, and may be made in a single payment or transfer, in installments,
        or
        on a deferred basis. Any installment or deferral provided for in the preceding
        sentence shall, however, be subject to the Company’s compliance with the
        provisions of the Sarbanes-Oxley Act of 2002, the rules and regulations adopted
        by the Securities and Exchange Commission thereunder, and all applicable
        rules
        of any national securities exchange on which the Company’s securities are listed
        for trading and, if not listed for trading on either the Nasdaq Stock Market
        or
        any other national securities exchange, then the rules of the Nasdaq Stock
        Market. The settlement of any Award may be accelerated, and cash paid in
        lieu of
        Shares in connection with such settlement, in the discretion of the Committee
        or
        upon occurrence of one or more specified events (in addition to a Change
        in
        Control). Installment or deferred payments may be required by the Committee
        (subject to Section 10(e) of the Plan, including the consent provisions thereof
        in the case of any deferral of an outstanding Award not provided for in the
        original Award Agreement) or permitted at the election of the Participant
        on
        terms and conditions established by the Committee. The Committee may, without
        limitation, make provision for the payment or crediting of a reasonable interest
        rate on installment or deferred payments or the grant or crediting of Dividend
        Equivalents or other amounts in respect of installment or deferred payments
        denominated in Shares.

       

      (d) Exemptions
        from Section 16(b) Liability.
        It is
        the intent of the Company that the grant of any Awards to or other transaction
        by a Participant who is subject to Section 16 of the Exchange Act shall be
        exempt from Section 16 pursuant to an applicable exemption (except for
        transactions acknowledged in writing to be non-exempt by such Participant).
        Accordingly, if any provision of this Plan or any Award Agreement does not
        comply with the requirements of Rule 16b-3 then applicable to any such
        transaction, such provision shall be construed or deemed amended to the extent
        necessary to conform to the applicable requirements of Rule 16b-3 so that
        such
        Participant shall avoid liability under Section 16(b). 


      
        
          
          

        

        
          14

          
            

          

        

        
          
          

        

      


      (e) Code
        Section 409A.

       

      (i) If
        any
        Award constitutes a “nonqualified deferred compensation plan” under Section 409A
        of the Code (a “Section 409A Plan”), then the Award shall be subject to the
        following additional requirements, if and to the extent required to comply
        with
        Section 409A of the Code:

       

      (A) Payments
        under the Section 409A Plan may not be made earlier than (u) the Participant’s
        separation from service, (v) the date the Participant becomes disabled, (w)
        the
        Participant’s death, (x) a specified time (or pursuant to a fixed schedule)
        specified in the Award Agreement at the date of the deferral of such
        compensation, (y) a change in the ownership or effective control of the
        corporation, or in the ownership of a substantial portion of the assets of
        the
        corporation, or (z) the occurrence of an unforeseeble emergency;

       

      (B) The
        time
        or schedule for any payment of the deferred compensation may not be accelerated,
        except to the extent provided in applicable Treasury Regulations or other
        applicable guidance issued by the Internal Revenue Service;

       

      (C) Any
        elections with respect to the deferral of such compensation or the time and
        form
        of distribution of such deferred compensation shall comply with the requirements
        of Section 409A(a)(4) of the Code; and 

       

      (D)
         In
        the
        case of any Participant who is specified employee, a distribution on account
        of
        a separation from service may not be made before the date which is six months
        after the date of the Participant’s separation from service (or, if earlier, the
        date of the Participant’s death).

       

      For
        purposes of the foregoing, the terms “separation from service”, “disabled”, and
“specified employee”, all shall be defined in the same manner as those terms are
        defined for purposes of Section 409A of the Code, and the limitations set
        forth
        herein shall be applied in such manner (and only to the extent) as shall
        be
        necessary to comply with any requirements of Section 409A of the Code that
        are
        applicable to the Award.

       

      (ii) The
        Award
        Agreement for any Award that the Committee reasonably determines to constitute
        a
        Section 409A Plan, and the provisions of the Plan applicable to that Award,
        shall be construed in a manner consistent with the applicable requirements
        of
        Section 409A, and the Committee, in its sole discretion and without the consent
        of any Participant, may amend any Award Agreement (and the provisions of
        the
        Plan applicable thereto) if and to the extent that the Committee determines
        that
        such amendment is necessary or appropriate to comply with the requirements
        of
        Section 409A of the Code. No Section 409A Plan shall be adjusted, modified
        or
        substituted for, pursuant to any provision of this Plan, without the consent
        of
        the Participant if any such adjustment, modification or substitution would
        cause
        the Section 409A Plan to violate the requirements of Section 409A of the
        Code.

       

      8. Code
        Section 162(m) Provisions.

       

      (a) Covered
        Employees.
        The
        Committee, in its discretion, may determine at the time an Award is granted
        to
        an Eligible Person who is, or is likely to be, as of the end of the tax year
        in
        which the Company would claim a tax deduction in connection with such Award,
        a
        Covered Employee, that the provisions of this Section 8 shall be applicable
        to
        such Award.


      
        
          
          

        

        
          15

          
            

          

        

        
          
          

        

      


      (b) Performance
        Criteria.
        If an
        Award is subject to this Section 8, then the lapsing of restrictions thereon
        and
        the distribution of cash, Shares or other property pursuant thereto, as
        applicable, shall be contingent upon achievement of one or more objective
        performance goals. Performance goals shall be objective and shall otherwise
        meet
        the requirements of Section 162(m) of the Code and regulations thereunder
        including the requirement that the level or levels of performance targeted
        by
        the Committee result in the achievement of performance goals being
“substantially uncertain.” One or more of the following business criteria for
        the Company, on a consolidated basis, and/or for Related Entities, or for
        business or geographical units of the Company and/or a Related Entity (except
        with respect to the total shareholder return and earnings per share criteria),
        shall be used by the Committee in establishing performance goals for such
        Awards: (1) earnings per share; (2) revenues or margins; (3) cash
        flow; (4) operating margin; (5) return on net assets, investment,
        capital, or equity; (6) economic value added; (7) direct contribution;
        (8) net income; pretax earnings; earnings before interest and taxes;
        earnings before interest, taxes, depreciation and amortization; earnings
        after
        interest expense and before extraordinary or special items; operating income;
        income before interest income or expense, unusual items and income taxes,
        local,
        state or federal and excluding budgeted and actual bonuses which might be
        paid
        under any ongoing bonus plans of the Company; (9) working capital;
        (10) management of fixed costs or variable costs; (11) identification
        or consummation of investment opportunities or completion of specified projects
        in accordance with corporate business plans, including strategic mergers,
        acquisitions or divestitures; (12) total shareholder return; (13) debt
        reduction; (14) market share; (15) entry into new markets, either geographically
        or by business unit; (16) customer retention and satisfaction; (17) strategic
        plan development and implementation, including turnaround plans; and/or (18)
        the
        Fair Market Value of a Share. Any of the above goals may be determined on
        an
        absolute or relative basis or as compared to the performance of a published
        or
        special index deemed applicable by the Committee including, but not limited
        to,
        the Standard & Poor’s 500 Stock Index or a group of companies that are
        comparable to the Company. The Committee shall exclude the impact of an event
        or
        occurrence which the Committee determines should appropriately be excluded,
        including without limitation (i) restructurings, discontinued operations,
        extraordinary items, and other unusual or non-recurring charges, (ii) an
        event
        either not directly related to the operations of the Company or not within
        the
        reasonable control of the Company’s management, or (iii) a change in accounting
        standards required by generally accepted accounting principles.

       

      (c) Performance
        Period; Timing For Establishing Performance Goals.
        Achievement of performance goals in respect of Performance Awards shall be
        measured over a Performance Period no shorter than 12 months and no longer
        than
        five years, as specified by the Committee. Performance goals shall be
        established not later than 90 days after the beginning of any Performance
        Period
        applicable to such Performance Awards, or at such other date as may be required
        or permitted for “performance-based compensation” under Code Section
        162(m).

       

      (d) Adjustments.
        The
        Committee may, in its discretion, reduce the amount of a settlement otherwise
        to
        be made in connection with Awards subject to this Section 8, but may not
        exercise discretion to increase any such amount payable to a Covered Employee
        in
        respect of an Award subject to this Section 8. The Committee shall specify
        the
        circumstances in which such Awards shall be paid or forfeited in the event
        of
        termination of Continuous Service by the Participant prior to the end of
        a
        Performance Period or settlement of Awards.


      
        
          
          

        

        
          16

          
            

          

        

        
          
          

        

      


      (e) Committee
        Certification.
        No
        Participant shall receive any payment under the Plan that is subject to this
        Section 8 unless the Committee has certified, by resolution or other
        appropriate action in writing, that the performance criteria and any other
        material terms previously established by the Committee or set forth in the
        Plan,
        have been satisfied to the extent necessary to qualify as "performance based
        compensation" under Code Section 162(m).

       

      9. Change
        in Control.

       

      (a) Effect
        of “Change in Control.”
        Subject
        to Section 9(a)(iv), and if and only to the extent provided in the Award
        Agreement, or to the extent otherwise determined by the Committee, upon the
        occurrence of a “Change in Control,” as defined in Section 9(b):

       

      (i) Any
        Option or Stock Appreciation Right that was not previously vested and
        exercisable as of the time of the Change in Control, shall become immediately
        vested and exercisable, subject to applicable restrictions set forth in Section
        10(a) hereof.

       

      (ii) Any
        restrictions, deferral of settlement, and forfeiture conditions applicable
        to a
        Restricted Stock Award, Deferred Stock Award or an Other Stock-Based Award
        subject only to future service requirements granted under the Plan shall
        lapse
        and such Awards shall be deemed fully vested as of the time of the Change
        in
        Control, except to the extent of any waiver by the Participant and subject
        to
        applicable restrictions set forth in Section 10(a) hereof.

       

      (iii) With
        respect to any outstanding Award subject to achievement of performance goals
        and
        conditions under the Plan, the Committee may, in its discretion, deem such
        performance goals and conditions as having been met as of the date of the
        Change
        in Control. 

       

      (iv) Notwithstanding
        the foregoing or any provision in any Award Agreement to the contrary, if
        in the
        event of a Change in Control the successor company assumes or substitutes
        for an
        Option, Stock Appreciation Right, Restricted Stock Award, Deferred Stock
        Award
        or Other Stock-Based Award, then each such outstanding Option, Stock
        Appreciation Right, Restricted Stock Award, Deferred Stock Award or Other
        Stock-Based Award shall not be accelerated as described in Sections 9(a)(i),
        (ii) and (iii). For the purposes of this Section 9(a)(iv), an Option, Stock
        Appreciation Right, Restricted Stock Award, Deferred Stock Award or Other
        Stock-Based Award shall be considered assumed or substituted for if following
        the Change in Control the Award confers the right to purchase or receive,
        for
        each Share subject to the Option, Stock Appreciation Right, Restricted Stock
        Award, Deferred Stock Award or Other Stock-Based Award immediately prior
        to the
        Change in Control, the consideration (whether stock,
        cash or
        other securities or property) received in the transaction constituting a
        Change
        in Control by holders of Shares for each Share held on the effective date
        of
        such 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
        transaction constituting a Change in Control is not solely common stock of
        the
        successor company or its parent or subsidiary, the Committee may, with the
        consent of the successor company or its parent or subsidiary, provide that
        the
        consideration to be received upon the exercise or vesting of an Option, Stock
        Appreciation Right, Restricted Stock Award, Deferred Stock Award or Other
        Stock-Based Award, for each Share subject thereto, will be solely common
        stock
        of the successor company or its parent or subsidiary substantially equal
        in fair
        market value to the per share consideration received by holders of Shares
        in the
        transaction constituting a Change in Control. The determination of such
        substantial equality of value of consideration shall be made by the Committee
        in
        its sole discretion and its determination shall be conclusive and
        binding.

       

      
        
          
          

        

        
          17

          
            

          

        

        
          
          

        

      


      (b) Definition
        of “Change in Control”.
        Unless
        otherwise specified in an Award Agreement, a “Change in Control” shall mean the
        occurrence of any of the following:

       

      (i) The
        acquisition by any Person of Beneficial Ownership (within the meaning of
        Rule
        13d-3 promulgated under the Exchange Act) of more than fifty percent (50%)
        of
        either (A) the value of then outstanding equity securities of the Company
        (the
“Outstanding Company Stock”) or (B) the combined voting power of the then
        outstanding voting securities of the Company entitled to vote generally in
        the
        election of directors (the “Outstanding Company Voting Securities) (the
        foregoing Beneficial Ownership hereinafter being referred to as a "Controlling
        Interest"); provided, however, that for purposes of this Section 9(b), the
        following acquisitions shall not constitute or result in a Change in Control:
        (v) any acquisition directly from the Company; (w) any acquisition by the
        Company; (x) any acquisition by any Person that as of the Effective Date
        owns
        Beneficial Ownership of a Controlling Interest; (y) any acquisition by any
        employee benefit plan (or related trust) sponsored or maintained by the Company
        or any Related Entity; or (z) any acquisition by any entity pursuant to a
        transaction which complies with clauses (A), (B) and (C) of subsection (iii)
        below; or

       

      (ii) During
        any period of two (2) consecutive years (not including any period prior to
        the
        Effective Date) individuals who constitute the Board on the Effective Date
        (the
“Incumbent Board”) cease for any reason to constitute at least a majority of the
        Board; provided, however, that any individual becoming a director subsequent
        to
        the Effective Date whose election, or nomination for election by the Company’s
        shareholders, was approved by a vote of at least a majority of the directors
        then comprising the Incumbent Board shall be considered as though such
        individual were a member of the Incumbent Board, but excluding, for this
        purpose, any such individual whose initial assumption of office occurs as
        a
        result of an actual or threatened election contest with respect to the election
        or removal of directors or other actual or threatened solicitation of proxies
        or
        consents by or on behalf of a Person other than the Board; or

       

      (iii) Consummation
        of a reorganization, merger, statutory share exchange or consolidation or
        similar transaction involving the Company or any of its Related Entities,
        a sale
        or other disposition of all or substantially all of the assets of the Company,
        or the acquisition of assets or equity of another entity by the Company or
        any
        of its Related Entities (each a “Business Combination”), in each case, unless,
        following such Business Combination, (A) all or substantially all of the
        individuals and entities who were the Beneficial Owners, respectively, of
        the
        Outstanding Company Stock and Outstanding Company Voting Securities immediately
        prior to such Business Combination beneficially own, directly or indirectly,
        more than fifty percent (50%) of the value of the then outstanding equity
        securities and the combined voting power of the then outstanding voting
        securities entitled to vote generally in the election of members of the board
        of
        directors (or comparable governing body of an entity that does not have such
        a
        board), as the case may be, of the entity resulting from such Business
        Combination (including, without limitation, an entity which as a result of
        such
        transaction owns the Company or all or substantially all of the Company’s assets
        either directly or through one or more subsidiaries) in substantially the
        same
        proportions as their ownership, immediately prior to such Business Combination
        of the Outstanding Company Stock and Outstanding Company Voting Securities,
        as
        the case may be, (B) no Person (excluding any employee benefit plan (or related
        trust) of the Company or such entity resulting from such Business Combination
        or
        any Person that as of the Effective Date owns Beneficial Ownership of a
        Controlling Interest) beneficially owns, directly or indirectly, fifty percent
        (50%) or more of the value of the then outstanding equity securities of the
        entity resulting from such Business Combination or the combined voting power
        of
        the then outstanding voting securities of such entity except to the extent
        that
        such ownership existed prior to the Business Combination and (C) at least
        a
        majority of the members of the Board of Directors or other governing body
        of the
        entity resulting from such Business Combination were members of the Incumbent
        Board at the time of the execution of the initial agreement, or of the action
        of
        the Board, providing for such Business Combination; or


      
        
          
          

        

        
          18

          
            

          

        

        
          
          

        

      


      (iv) Approval
        by the shareholders of the Company of a complete liquidation or dissolution
        of
        the Company.

       

      10. General
        Provisions.

       

      (a) Compliance
        With Legal and Other Requirements.
        The
        Company may, to the extent deemed necessary or advisable by the Committee,
        postpone the issuance or delivery of Shares or payment of other benefits
        under
        any Award until completion of such registration or qualification of such
        Shares
        or other required action under any federal or state law, rule or regulation,
        listing or other required action with respect to any stock exchange or automated
        quotation system upon which the Shares or other Company securities are listed
        or
        quoted, or compliance with any other obligation of the Company, as the
        Committee, may consider appropriate, and may require any Participant to make
        such representations, furnish such information and comply with or be subject
        to
        such other conditions as it may consider appropriate in connection with the
        issuance or delivery of Shares or payment of other benefits in compliance
        with
        applicable laws, rules, and regulations, listing requirements, or other
        obligations. 

       

      (b) Limits
        on Transferability; Beneficiaries.
        No
        Award or other right or interest granted under the Plan shall be pledged,
        hypothecated or otherwise encumbered or subject to any lien, obligation or
        liability of such Participant to any party, or assigned or transferred by
        such
        Participant otherwise than by will or the laws of descent and distribution
        or to
        a Beneficiary upon the death of a Participant, and such Awards or rights
        that
        may be exercisable shall be exercised during the lifetime of the Participant
        only by the Participant or his or her guardian or legal representative, except
        that Awards and other rights (other than Incentive Stock Options and Stock
        Appreciation Rights in tandem therewith) may be transferred to one or more
        Beneficiaries or other transferees during the lifetime of the Participant,
        and
        may be exercised by such transferees in accordance with the terms of such
        Award,
        but only if and to the extent such transfers are permitted by the Committee
        pursuant to the express terms of an Award Agreement (subject to any terms
        and
        conditions which the Committee may impose thereon). A Beneficiary, transferee,
        or other person claiming any rights under the Plan from or through any
        Participant shall be subject to all terms and conditions of the Plan and
        any
        Award Agreement applicable to such Participant, except as otherwise determined
        by the Committee, and to any additional terms and conditions deemed necessary
        or
        appropriate by the Committee.


      
        
          
          

        

        
          19

          
            

          

        

        
          
          

        

      


      (c) Adjustments.

       

      (i) Adjustments
        to Awards.
        In the
        event that any extraordinary dividend or other distribution (whether in the
        form
        of cash, Shares, or other property), recapitalization, forward or reverse
        split,
        reorganization, merger, consolidation, spin-off, combination, repurchase,
        share
        exchange, liquidation, dissolution or other similar corporate transaction
        or
        event affects the Shares and/or such other securities of the Company or any
        other issuer such that a substitution, exchange, or adjustment is determined
        by
        the Committee to be appropriate, then the Committee shall, in such manner
        as it
        may deem equitable, substitute, exchange or adjust any or all of (A) the
        number and kind of Shares which may be delivered in connection with Awards
        granted thereafter, (B) the number and kind of Shares by which annual
        per-person Award limitations are measured under Section 5 hereof, (C) the
        number and kind of Shares subject to or deliverable in respect of outstanding
        Awards, (D) the exercise price, grant price or purchase price relating to
        any Award and/or make provision for payment of cash or other property in
        respect
        of any outstanding Award, and (E) any other aspect of any Award that the
        Committee determines to be appropriate. 

       

      (ii) Adjustments
        in Case of Certain Transactions.
        In the
        event of any merger, consolidation or other reorganization in which the Company
        does not survive, or in the event of any Change in Control, any outstanding
        Awards may be dealt with in accordance with any of the following approaches,
        as
        determined by the agreement effectuating the transaction or, if and to the
        extent not so determined, as determined by the Committee: (a) the continuation
        of the outstanding Awards by the Company, if the Company is a surviving entity,
        (b) the assumption or substitution for, as those terms are defined in Section
        9(b)(iv) hereof, the outstanding Awards by the surviving entity or its parent
        or
        subsidiary, (c) full exercisability or vesting and accelerated expiration
        of the
        outstanding Awards, or (d) settlement of the value of the outstanding Awards
        in
        cash or cash equivalents or other property followed by cancellation of such
        Awards (which value, in the case of Options or Stock Appreciation Rights,
        shall
        be measured by the amount, if any, by which the Fair Market Value of a Share
        exceeds the exercise or grant price of the Option or Stock Appreciation Right
        as
        of the effective date of the transaction). The Committee shall give written
        notice of any proposed transaction referred to in this Section 10(c)(ii)
        a
        reasonable period of time prior to the closing date for such transaction
        (which
        notice may be given either before or after the approval of such transaction),
        in
        order that Participants may have a reasonable period of time prior to the
        closing date of such transaction within which to exercise any Awards that
        are
        then exercisable (including any Awards that may become exercisable upon the
        closing date of such transaction). A Participant may condition his exercise
        of
        any Awards upon the consummation of the transaction.


      
        
          
          

        

        
          20

          
            

          

        

        
          
          

        

      


      (iii) Other
        Adjustments.
        The
        Committee (and the Board if and only to the extent such authority is not
        required to be exercised by the Committee to comply with Section 162(m) of
        the
        Code) is authorized to make adjustments in the terms and conditions of, and
        the
        criteria included in, Awards (including Performance Awards, or performance
        goals
        relating thereto) in recognition of unusual or nonrecurring events (including,
        without limitation, acquisitions and dispositions of businesses and assets)
        affecting the Company, any Related Entity or any business unit, or the financial
        statements of the Company or any Related Entity, or in response to changes
        in
        applicable laws, regulations, accounting principles, tax rates and regulations
        or business conditions or in view of the Committee's assessment of the business
        strategy of the Company, any Related Entity or business unit thereof,
        performance of comparable organizations, economic and business conditions,
        personal performance of a Participant, and any other circumstances deemed
        relevant; provided that no such adjustment shall be authorized or made if
        and to
        the extent that such authority or the making of such adjustment would cause
        Options, Stock Appreciation Rights, Performance Awards granted pursuant to
        Section 8(b) hereof to Participants designated by the Committee as Covered
        Employees and intended to qualify as “performance-based compensation” under Code
        Section 162(m) and the regulations thereunder to otherwise fail to qualify
        as
“performance-based compensation” under Code Section 162(m) and regulations
        thereunder.

       

      (d) Taxes.
        The
        Company and any Related Entity are authorized to withhold from any Award
        granted, any payment relating to an Award under the Plan, including from
        a
        distribution of Shares, or any payroll or other payment to a Participant,
        amounts of withholding and other taxes due or potentially payable in connection
        with any transaction involving an Award, and to take such other action as
        the
        Committee may deem advisable to enable the Company or any Related Entity
        and
        Participants to satisfy obligations for the payment of withholding taxes
        and
        other tax obligations relating to any Award. This authority shall include
        authority to withhold or receive Shares or other property and to make cash
        payments in respect thereof in satisfaction of a Participant's tax obligations,
        either on a mandatory or elective basis in the discretion of the
        Committee.

       

      (e) Changes
        to the Plan and Awards.
        The
        Board may amend, alter, suspend, discontinue or terminate the Plan, or the
        Committee's authority to grant Awards under the Plan, without the consent
        of
        shareholders or Participants, except that any amendment or alteration to
        the
        Plan shall be subject to the approval of the Company's shareholders not later
        than the annual meeting next following such Board action if such shareholder
        approval is required by any federal or state law or regulation (including,
        without limitation, Rule 16b-3 or Code Section 162(m)) or the rules of any
        stock
        exchange or automated quotation system on which the Shares may then be listed
        or
        quoted, and the Board may otherwise, in its discretion, determine to submit
        other such changes to the Plan to shareholders for approval; provided that,
        without the consent of an affected Participant, no such Board action may
        materially and adversely affect the rights of such Participant under any
        previously granted and outstanding Award. The Committee may waive any conditions
        or rights under, or amend, alter, suspend, discontinue or terminate any Award
        theretofore granted and any Award Agreement relating thereto, except as
        otherwise provided in the Plan; provided that, without the consent of an
        affected Participant, no such Committee or the Board action may materially
        and
        adversely affect the rights of such Participant under such Award.
        Notwithstanding anything to the contrary, the Committee shall be authorized
        to
        amend any outstanding Option and/or Stock Appreciation Right to reduce the
        exercise price or grant price without the prior approval of the shareholders
        of
        the Company. In addition, the Committee shall be authorized to cancel
        outstanding Options and/or Stock Appreciation Rights replaced with Awards
        having
        a lower exercise price without the prior approval of the shareholders of
        the
        Company.


      
        
          
          

        

        
          21

          
            

          

        

        
          
          

        

      


      (f) Limitation
        on Rights Conferred Under Plan.
        Neither
        the Plan nor any action taken hereunder or under any Award shall be construed
        as
        (i) giving any Eligible Person or Participant the right to continue as an
        Eligible Person or Participant or in the employ or service of the Company
        or a
        Related Entity; (ii) interfering in any way with the right of the Company
        or a Related Entity to terminate any Eligible Person's or Participant's
        Continuous Service at any time, (iii) giving an Eligible Person or
        Participant any claim to be granted any Award under the Plan or to be treated
        uniformly with other Participants and Employees, or (iv) conferring on a
        Participant any of the rights of a shareholder of the Company including,
        without
        limitation, any right to receive dividends or distributions, any right to
        vote
        or act by written consent, any right to attend meetings of shareholders or any
        right to receive any information concerning the Company’s business, financial
        condition, results of operation or prospects, unless and until such time
        as the
        Participant is duly issued Shares on the stock books of the Company in
        accordance with the terms of an Award. None of the Company, its officers
        or its
        directors shall have any fiduciary obligation to the Participant with respect
        to
        any Awards unless and until the Participant is duly issued Shares pursuant
        to
        the Award on the stock books of the Company in accordance with the terms
        of an
        Award. Neither the Company nor any of the Company’s officers, directors,
        representatives or agents are granting any rights under the Plan to the
        Participant whatsoever, oral or written, express or implied, other than those
        rights expressly set forth in this Plan or the Award Agreement.

       

      (g) Unfunded
        Status of Awards; Creation of Trusts.
        The
        Plan is intended to constitute an “unfunded” plan for incentive and deferred
        compensation. With respect to any payments not yet made to a Participant
        or
        obligation to deliver Shares pursuant to an Award, nothing contained in the
        Plan
        or any Award shall give any such Participant any rights that are greater
        than
        those of a general creditor of the Company; provided that the Committee may
        authorize the creation of trusts and deposit therein cash, Shares, other
        Awards
        or other property, or make other arrangements to meet the Company's obligations
        under the Plan. Such trusts or other arrangements shall be consistent with
        the
“unfunded” status of the Plan unless the Committee otherwise determines with the
        consent of each affected Participant. The trustee of such trusts may be
        authorized to dispose of trust assets and reinvest the proceeds in alternative
        investments, subject to such terms and conditions as the Committee may specify
        and in accordance with applicable law.

       

      (h) Nonexclusivity
        of the Plan.
        Neither
        the adoption of the Plan by the Board nor its submission to the shareholders
        of
        the Company for approval shall be construed as creating any limitations on
        the
        power of the Board or a committee thereof to adopt such other incentive
        arrangements as it may deem desirable including incentive arrangements and
        awards which do not qualify under Section 162(m) of the Code.

       

      (i) Payments
        in the Event of Forfeitures; Fractional Shares.
        Unless
        otherwise determined by the Committee, in the event of a forfeiture of an
        Award
        with respect to which a Participant paid cash or other consideration, the
        Participant shall be repaid the amount of such cash or other consideration.
        No
        fractional Shares shall be issued or delivered pursuant to the Plan or any
        Award. The Committee shall determine whether cash, other Awards or other
        property shall be issued or paid in lieu of such fractional shares or whether
        such fractional shares or any rights thereto shall be forfeited or otherwise
        eliminated.


      
        
          
          

        

        
          22

          
            

          

        

        
          
          

        

      


      (j) Governing
        Law.
        The
        validity, construction and effect of the Plan, any rules and regulations
        under
        the Plan, and any Award Agreement shall be determined in accordance with
        the
        laws of the State of Delaware without giving effect to principles of conflict
        of
        laws, and applicable federal law.

       

      (k) Non-U.S.
        Laws.
        The
        Committee shall have the authority to adopt such modifications, procedures,
        and
        subplans as may be necessary or desirable to comply with provisions of the
        laws
        of foreign countries in which the Company or its Related Entities may operate
        to
        assure the viability of the benefits from Awards granted to Participants
        performing services in such countries and to meet the objectives of the
        Plan.

       

      (l) Plan
        Effective Date and Shareholder Approval; Termination of
        Plan.
        The
        Plan shall become effective on the Effective Date, subject to subsequent
        approval, within 12 months of its adoption by the Board, by shareholders
        of the
        Company eligible to vote in the election of directors, by a vote sufficient
        to
        meet the requirements of Code Sections 162(m) (if applicable) and 422, Rule
        16b-3 under the Exchange Act (if applicable), applicable requirements under
        the
        rules of any stock exchange or automated quotation system on which the Shares
        may be listed or quoted, and other laws, regulations, and obligations of
        the
        Company applicable to the Plan. Awards may be granted subject to shareholder
        approval, but may not be exercised or otherwise settled in the event the
        shareholder approval is not obtained. The Plan shall terminate at the earliest
        of (a) such time as no Shares remain available for issuance under the Plan,
        (b) termination of this Plan by the Board, or (c) the tenth anniversary of
        the Effective Date. Awards outstanding upon expiration of the Plan shall
        remain
        in effect until they have been exercised or terminated, or have expired.
        


      
        
          
          

        

        
          23