SYNUTRA
      INTERNATIONAL, INC.

    2008
      STOCK INCENTIVE PLAN

    


    1. PURPOSE
      OF PLAN

     

    The
      purpose of this Synutra
      International, Inc.
      2008
      Stock Incentive Plan (this “Plan”)
      of
      Synutra International, Inc., a Delaware corporation (the “Corporation”),
      is to
      promote the success of the Corporation and to increase stockholder value by
      providing an additional means through the grant of awards to attract, motivate,
      retain and reward selected employees and other eligible persons. 

     

    2. ELIGIBILITY

     

    The
      Administrator (as such term is defined in Section 3.1) may grant awards under
      this Plan only to those persons that the Administrator determines to be Eligible
      Persons. An “Eligible
      Person”
is
      any
      person who is either: (a) an officer (whether or not a director) or employee
      of
      the Corporation or one of its Subsidiaries; (b) a director of the Corporation
      or
      one of its Subsidiaries; or (c) an individual consultant or advisor who renders
      or has rendered bona fide services (other than services in connection with
      the
      offering or sale of securities of the Corporation or one of its Subsidiaries
      in
      a capital-raising transaction or as a market maker or promoter of securities
      of
      the Corporation or one of its Subsidiaries) to the Corporation or one of its
      Subsidiaries and who is selected to participate in this Plan by the
      Administrator; provided, however, that a person who is otherwise an Eligible
      Person under clause (c) above may participate in this Plan only if such
      participation would not adversely affect either the Corporation’s eligibility to
      use Form S-8 to register under the Securities Act of 1933, as amended (the
      “Securities
      Act”),
      the
      offering and sale of shares issuable under this Plan by the Corporation or
      the
      Corporation’s compliance with any other applicable laws. An Eligible Person who
      has been granted an award (a “participant”) may, if otherwise eligible, be
      granted additional awards if the Administrator shall so determine. As used
      herein, “Subsidiary”
means
      any corporation or other entity a majority of whose outstanding voting stock
      or
      voting power is beneficially owned directly or indirectly by the Corporation;
      and “Board”
means
      the Board of Directors of the Corporation.

     

    3. PLAN
      ADMINISTRATION

     

    
      	 	
              3.1

            	
              The
                Administrator.
                This Plan shall be administered by and all awards under this Plan
                shall be
                authorized by the Administrator. The “Administrator”
                means the Board or one or more committees appointed by the Board
                or
                another committee (within its delegated authority) to administer
                all or
                certain aspects of this Plan. Any such committee shall be comprised
                solely
                of one or more directors or such number of directors as may be required
                under applicable law. A committee may delegate some or all of its
                authority to another committee so constituted. The Board or a committee
                comprised solely of directors may also delegate, to the extent permitted
                by Section 157(c) of the Delaware General Corporation Law and any
                other
                applicable law, to one or more officers of the Corporation, its powers
                under this Plan (a) to designate the officers and employees of the
                Corporation and its Subsidiaries who will receive grants of awards
                under
                this Plan, and (b) to determine the number of shares subject to,
                and the
                other terms and conditions of, such awards. The Board may delegate
                different levels of authority to different committees with administrative
                and grant authority under this Plan. Unless otherwise provided in
                the
                Bylaws of the Corporation or the applicable charter of any Administrator:
                (a) a majority of the members of the acting Administrator shall constitute
                a quorum, and (b) the vote of a majority of the members present assuming
                the presence of a quorum or the unanimous written consent of the
                members
                of the Administrator shall constitute action by the acting
                Administrator.

            


    


    
      
         

      

      
        
        

        
          

        

      

      
         

      

    


    With
      respect to awards intended to satisfy the requirements for performance-based
      compensation under Section 162(m) of the Internal Revenue Code of 1986, as
      amended (the “Code”),
      this
      Plan shall be administered by a committee consisting solely of two or more
      outside directors (as this requirement is applied under Section 162(m) of the
      Code); provided, however, that the failure to satisfy such requirement shall
      not
      affect the validity of the action of any committee otherwise duly authorized
      and
      acting in the matter. Award grants, and transactions in or involving awards,
      intended to be exempt under Rule 16b-3 under the Securities Exchange Act of
      1934, as amended (the “Exchange
      Act”),
      must
      be duly and timely authorized by the Board or a committee consisting solely
      of
      two or more non-employee directors (as this requirement is applied under Rule
      16b-3 promulgated under the Exchange Act). To the extent required by any
      applicable listing agency, this Plan shall be administered by a committee
      composed entirely of independent directors (within the meaning of the applicable
      listing agency).

     

    
      	 	
              3.2

            	
              Powers
                of the Administrator.
                Subject to the express provisions of this Plan, the Administrator
                is
                authorized and empowered to do all things necessary or desirable
                in
                connection with the authorization of awards and the administration
                of this
                Plan (in the case of a committee or delegation to one or more officers,
                within the authority delegated to that committee or person(s)), including,
                without limitation, the authority
                to:

            


    

     

    
      	 	
              (a)

            	
              determine
                eligibility and, from among those persons determined to be eligible,
                the
                particular Eligible Persons who will receive an award under this
                Plan;

            


    

     

    
      	
            	(b)	
              grant
                awards to Eligible Persons, determine the price at which securities
                will
                be offered or awarded and the number of securities to be offered
                or
                awarded to any of such persons, determine the other specific terms
                and
                conditions of such awards consistent with the express limits of this
                Plan,
                establish the installments (if any) in which such awards shall become
                exercisable or shall vest (which may include, without limitation,
                performance and/or time-based schedules), or determine that no delayed
                exercisability or vesting is required, establish any applicable
                performance targets, and establish the events of termination or reversion
                of such awards;

            


    

     

    
      	 	
              (c)

            	
              approve
                the forms of award agreements (which need not be identical either
                as to
                type of award or among
                participants);

            


    


    
      
         

      

      
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            	(d)	
              construe
                and interpret this Plan and any agreements defining the rights and
                obligations of the Corporation, its Subsidiaries, and participants
                under
                this Plan, further define the terms used in this Plan, and prescribe,
                amend and rescind rules and regulations relating to the administration
                of
                this Plan or the awards granted under this
                Plan;

            


    

     

    
      	
            	(e)	
              cancel,
                modify, or waive the Corporation’s rights with respect to, or modify,
                discontinue, suspend, or terminate any or all outstanding awards,
                subject
                to any required consent under Section
                8.6.5;

            


    

     

    
      	
            	(f)	
              accelerate
                or extend the vesting or exercisability or extend the term of any
                or all
                such outstanding awards (in the case of options or stock appreciation
                rights, within the maximum ten-year term of such awards) in such
                circumstances as the Administrator may deem appropriate (including,
                without limitation, in connection with a termination of employment
                or
                services or other events of a personal nature) subject to any required
                consent under Section 8.6.5;

            


    

     

    
      	 	
              (g)

            	
              adjust
                the number of shares of Common Stock subject to any award, adjust
                the
                price of any or all outstanding awards or otherwise change previously
                imposed terms and conditions, in such circumstances as the Administrator
                may deem appropriate, in each case subject to Sections 4 and 8.6,
                and
                provided that in no case (except due to an adjustment contemplated
                by
                Section 7 or any repricing that may be approved by stockholders)
                shall
                such an adjustment constitute a repricing (by amendment, substitution,
                cancellation and regrant, exchange or other means) of the per share
                exercise or base price of any option or stock appreciation
                right;

            


    

     

    
      	
            	(h)	
              determine
                the date of grant of an award, which may be a designated date after
                but
                not before the date of the Administrator’s action (unless otherwise
                designated by the Administrator, the date of grant of an award shall
                be
                the date upon which the Administrator took the action granting an
                award);

            


    

     

    
      	
            	(i)	
              determine
                whether, and the extent to which, adjustments are required pursuant
                to
                Section 7 hereof and authorize the termination, conversion, substitution
                or succession of awards upon the occurrence of an event of the type
                described in Section 7;

            


    

     

    
      	
            	(j)	
              acquire
                or settle (subject to Sections 7 and 8.6) rights under awards in
                cash,
                stock of equivalent value, or other consideration, provided, however,
                that
                in no case without stockholder approval shall the Corporation effect
                a
                “repricing” of a stock option or stock appreciation right granted under
                this Plan by purchasing the option or stock appreciation right at
                a time
                when the exercise or base price of the award is greater than the
                fair
                market value of a share of Common
                Stock;

            


    


    
      
         

      

      
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            	(k)	
              determine
                the fair market value of the Common Stock or awards under this Plan
                from
                time to time and/or the manner in which such value will be determined;
                and

            


    

     

    
      	 	
              (l)

            	
              implement
                any procedures, steps or additional or different requirements as
                may be
                necessary to comply with any laws of the People’s Republic of China (the
                “PRC”)
                that may be applicable to this Plan, any award or any related documents,
                including, but not limited to, foreign exchange laws, tax laws and
                securities laws of the PRC.

            


    

     

    
      	 	
              3.3

            	 	
              Binding
                Determinations.
                Any action taken by, or inaction of, the Corporation, any Subsidiary,
                or
                the Administrator relating or pursuant to this Plan and within its
                authority hereunder or under applicable law shall be within the absolute
                discretion of that entity or body and shall be conclusive and binding
                upon
                all persons. Neither the Board nor any Board committee, nor any member
                thereof or person acting at the direction thereof, shall be liable
                for any
                act, omission, interpretation, construction or determination made
                in good
                faith in connection with this Plan (or any award made under this
                Plan),
                and all such persons shall be entitled to indemnification and
                reimbursement by the Corporation in respect of any claim, loss, damage
                or
                expense (including, without limitation, attorneys’ fees) arising or
                resulting therefrom to the fullest extent permitted by law and/or
                under
                any directors and officers liability insurance coverage that may
                be in
                effect from time to time. 

            


    

     

    
      	 	
              3.4

            	 	
              Reliance
                on Experts.
                In making any determination or in taking or not taking any action
                under
                this Plan, the Administrator may obtain and may rely upon the advice
                of
                experts, including employees and professional advisors to the Corporation.
                No director, officer or agent of the Corporation or any of its
                Subsidiaries shall be liable for any such action or determination
                taken or
                made or omitted in good faith.

            


    

     

    
      	 	
              3.5

            	 	
              Delegation.
                The Administrator may delegate ministerial, non-discretionary functions
                to
                individuals who are officers or employees of the Corporation or any
                of its
                Subsidiaries or to third parties.

            


    

     

    4. SHARES
      OF COMMON STOCK SUBJECT TO THE PLAN; SHARE LIMITS

     

    
      	 	
              4.1

            	 	
              Shares
                Available.
                Subject to the provisions of Section 7.1, the capital stock that
                may be
                delivered under this Plan shall be shares of the Corporation’s authorized
                but unissued Common Stock and any shares of its Common Stock held
                as
                treasury shares. For purposes of this Plan, “Common
                Stock”
                shall mean the common stock of the Corporation and such other securities
                or property as may become the subject of awards under this Plan,
                or may
                become subject to such awards, pursuant to an adjustment made under
                Section 7.1.

            


    

     

    
      	 	
              4.2

            	 	
              Share
                Limits.
                The maximum number of shares of Common Stock that may be delivered
                pursuant to awards granted to Eligible Persons under this Plan (the
                “Share
                Limit”)
                is equal to 12,500,000 shares of Common
                Stock.

            


    

     

    The
      following limits also apply with respect to awards granted under this
      Plan:


    
      
         

      

      
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            	(a)	
              The
                maximum number of shares
                of Common Stock that may be delivered pursuant to options qualified
                as
                incentive stock options granted under this Plan is 12,500,000 shares.

            


    

     

    
      	
            	(b)	
              The
                maximum number of shares of Common Stock subject to those options
                and
                stock appreciation rights that are granted during any calendar year
                to any
                individual under this Plan is 200,000
                shares.

            


    

     

    
      	
            	(c)	
              Additional
                limits with respect to Performance-Based Awards are set forth in
                Section
                5.2.3.

            


    

     

    Each
      of
      the foregoing numerical limits is subject to adjustment as contemplated by
      Section 4.3, Section 7.1, and Section 8.10.

     

    
      	 	
              4.3

            	 	
              Awards
                Settled in Cash, Reissue of Awards and Shares.
                To the extent that an award granted under this Plan is settled in
                cash or
                a form other than shares of Common Stock, the shares that would have
                been
                delivered had there been no such cash or other settlement shall not
                be
                counted against the shares available for issuance under this Plan.
                In the
                event that shares of Common Stock are delivered in respect of a dividend
                equivalent right granted under this Plan, only the actual number
                of shares
                delivered with respect to the award shall be counted against the
                share
                limits of this Plan. To the extent that shares of Common Stock are
                delivered pursuant to the exercise of a stock appreciation right
                or stock
                option granted under this Plan, the number of underlying shares as
                to
                which the exercise related shall be counted against the applicable
                share
                limits under Section 4.2, as opposed to only counting the shares
                actually
                issued. (For purposes of clarity, if a stock appreciation right relates
                to
                100,000 shares and is exercised at a time when the payment due to
                the
                participant is 15,000 shares, 100,000 shares shall be charged against
                the
                applicable share limits under Section 4.2 with respect to such exercise.)
                Shares that are subject to or underlie awards granted under this
                Plan
                which expire or for any reason are cancelled or terminated, are forfeited,
                fail to vest, or for any other reason are not paid or delivered under
                this
                Plan shall again be available for subsequent awards under this Plan.
                Shares that are exchanged by a participant or withheld by the Corporation
                as full or partial payment in connection with any award under this
                Plan,
                as well as any shares exchanged by a participant or withheld by the
                Corporation or one of its Subsidiaries to satisfy the tax withholding
                obligations related to any award, shall not be available for subsequent
                awards under this Plan. Refer to Section 8.10 for application of
                the
                foregoing share limits with respect to assumed awards. The foregoing
                adjustments to the share limits of this Plan are subject to any applicable
                limitations under Section 162(m) of the Code with respect to awards
                intended as performance-based compensation thereunder.
                

            


    

     

    
      	 	
              4.4

            	
              Reservation
                of Shares; No Fractional Shares; Minimum Issue. The
                Corporation shall at all times reserve a number of shares of Common
                Stock
                sufficient to cover the Corporation’s obligations and contingent
                obligations to deliver shares with respect to awards then outstanding
                under this Plan (exclusive of any dividend equivalent obligations
                to the
                extent the Corporation has the right to settle such rights in cash).
                No
                fractional shares shall be delivered under this Plan. The Administrator
                may pay cash in lieu of any fractional shares in settlements of awards
                under this Plan. No fewer than 100 shares may be purchased on exercise
                of
                any award (or, in the case of stock appreciation or purchase rights,
                no
                fewer than 100 rights may be exercised at any one time) unless the
                total
                number purchased or exercised is the total number at the time available
                for purchase or exercise under the
                award.

            


    


    
      
         

      

      
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    5. AWARDS

     

    
      	 	
              5.1

            	
              Type
                and Form of Awards.
                The Administrator shall determine the type or types of award(s) to
                be made
                to each selected Eligible Person. Awards may be granted singly, in
                combination or in tandem. Awards also may be made in combination
                or in
                tandem with, in replacement of, as alternatives to, or as the payment
                form
                for grants or rights under any other employee or compensation plan
                of the
                Corporation or one of its Subsidiaries. The types of awards that
                may be
                granted under this Plan are:

            


    

     

    5.1.1 Stock
      Options.
      A stock
      option is the grant of a right to purchase a specified number of shares of
      Common Stock during a specified period as determined by the Administrator.
      An
      option may be intended as an incentive stock option within the meaning of
      Section 422 of the Code (an “ISO”)
      or a
      nonqualified stock option (an option not intended to be an ISO). The award
      agreement for an option will indicate if the option is intended as an ISO;
      otherwise it will be deemed to be a nonqualified stock option. The maximum
      term
      of each option (ISO or nonqualified) shall be ten (10) years. The per share
      exercise price for each option shall be not less than 100% of the fair market
      value of a share of Common Stock on the date of grant of the option. When an
      option is exercised, the exercise price for the shares to be purchased shall
      be
      paid in full in cash or such other method permitted by the Administrator
      consistent with Section 5.5. 

     

    5.1.2 Additional
      Rules Applicable to ISOs.
      To the
      extent that the aggregate fair market value (determined at the time of grant
      of
      the applicable option) of stock with respect to which ISOs first become
      exercisable by a participant in any calendar year exceeds $100,000, taking
      into
      account both Common Stock subject to ISOs under this Plan and stock subject
      to
      ISOs under all other plans of the Corporation or one of its Subsidiaries (or
      any
      parent or predecessor corporation to the extent required by and within the
      meaning of Section 422 of the Code and the regulations promulgated thereunder),
      such options shall be treated as nonqualified stock options. In reducing the
      number of options treated as ISOs to meet the $100,000 limit, the most recently
      granted options shall be reduced first. To the extent a reduction of
      simultaneously granted options is necessary to meet the $100,000 limit, the
      Administrator may, in the manner and to the extent permitted by law, designate
      which shares of Common Stock are to be treated as shares acquired pursuant
      to
      the exercise of an ISO. ISOs may only be granted to employees of the Corporation
      or one of its subsidiaries (for this purpose, the term “subsidiary” is used as
      defined in Section 424(f) of the Code, which generally requires an unbroken
      chain of ownership of at least 50% of the total combined voting power of all
      classes of stock of each subsidiary in the chain beginning with the Corporation
      and ending with the subsidiary in question). There shall be imposed in any
      award
      agreement relating to ISOs such other terms and conditions as from time to
      time
      are required in order that the option be an “incentive stock option” as that
      term is defined in Section 422 of the Code. No ISO may be granted to any person
      who, at the time the option is granted, owns (or is deemed to own under Section
      424(d) of the Code) shares of outstanding Common Stock possessing more than
      10%
      of the total combined voting power of all classes of stock of the Corporation,
      unless the exercise price of such option is at least 110% of the fair market
      value of the stock subject to the option and such option by its terms is not
      exercisable after the expiration of five years from the date such option is
      granted.


    
      
         

      

      
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    5.1.3 Stock
      Appreciation Rights.
      A stock
      appreciation right or “SAR”
is
      a
      right to receive a payment, in cash and/or Common Stock, equal to the excess
      of
      the fair market value of a specified number of shares of Common Stock on the
      date the SAR is exercised over the “base
      price”
of
      the
      award, which base price shall be set forth in the applicable award agreement
      and
      shall be not less than 100% of the fair market value of a share of Common Stock
      on the date of grant of the SAR. The maximum term of a SAR shall be ten (10)
      years.

     

    5.1.4 Other
      Awards.
      The
      other types of awards that may be granted under this Plan include: (a) stock
      bonuses, restricted stock, performance stock, stock units, phantom stock,
      dividend equivalents, or similar rights to purchase or acquire shares, whether
      at a fixed or variable price or ratio related to the Common Stock, upon the
      passage of time, the occurrence of one or more events, or the satisfaction
      of
      performance criteria or other conditions, or any combination thereof;
      (b) any similar securities with a value derived from the value of or
      related to the Common Stock and/or returns thereon; or (c) cash awards granted
      consistent with Section 5.2 below.

     

    
      	 	
              5.2

            	
              Section
                162(m) Performance-Based Awards.
                Without limiting the generality of the foregoing, any of the types
                of
                awards listed in Section 5.1.4 above may be, and options and SARs
                granted
                to officers and employees (“Qualifying
                Options”
                and “Qualifying
                SARS,”
                respectively) typically will be, granted as awards intended to satisfy
                the
                requirements for “performance-based compensation” within the meaning of
                Section 162(m) of the Code (“Performance-Based
                Awards”).
                The grant, vesting, exercisability or payment of Performance-Based
                Awards
                may depend (or, in the case of Qualifying Options or Qualifying SARs,
                may
                also depend) on the degree of achievement of one or more performance
                goals
                relative to a pre-established targeted level or level using one or
                more of
                the Business Criteria set forth below (on an absolute or relative
                basis)
                for the Corporation on a consolidated basis or for one or more of
                the
                Corporation’s subsidiaries, segments, divisions or business units, or any
                combination of the foregoing. Any Qualifying Option or Qualifying
                SAR
                shall be subject only to the requirements of Section 5.2.1 and 5.2.3
                in
                order for such award to satisfy the requirements for “performance-based
                compensation” under Section 162(m) of the Code. Any other
                Performance-Based Award shall be subject to all of the following
                provisions of this Section 5.2.

            


    


    
      
         

      

      
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    5.2.1 Class;
      Administrator.
      The
      eligible class of persons for Performance-Based Awards under this
      Section 5.2 shall be officers and employees of the Corporation or one of
      its Subsidiaries. The Administrator approving Performance-Based Awards or making
      any certification required pursuant to Section 5.2.4 must be constituted as
      provided in Section 3.1 for awards that are intended as performance-based
      compensation under Section 162(m) of the Code.

     

    5.2.2 Performance
      Goals.
      The
      specific performance goals for Performance-Based Awards (other than Qualifying
      Options and Qualifying SARs) shall be, on an absolute or relative basis,
      established based on one or more of the following business criteria
      (“Business
      Criteria”)
      as
      selected by the Administrator in its sole discretion: earnings per share, cash
      flow (which means cash and cash equivalents derived from either net cash flow
      from operations or net cash flow from operations, financing and investing
      activities), total stockholder return, gross revenue, revenue growth, operating
      income (before or after taxes), net earnings (before or after interest, taxes,
      depreciation and/or amortization), return on equity or on assets or on net
      investment, cost containment or reduction, or any combination thereof. These
      terms are used as applied under generally accepted accounting principles or
      in
      the financial reporting of the Corporation or of its Subsidiaries. To qualify
      awards as performance-based under Section 162(m), the applicable Business
      Criterion (or Business Criteria, as the case may be) and specific performance
      goal or goals (“targets”) must be established and approved by the Administrator
      during the first 90 days of the performance period (and, in the case of
      performance periods of less than one year, in no event after 25% or more of
      the
      performance period has elapsed) and while performance relating to such target(s)
      remains substantially uncertain within the meaning of Section 162(m) of the
      Code. Performance targets shall be adjusted to mitigate the unbudgeted impact
      of
      material, unusual or nonrecurring gains and losses, accounting changes or other
      extraordinary events not foreseen at the time the targets were set unless the
      Administrator provides otherwise at the time of establishing the targets. The
      applicable performance measurement period may not be less than three months
      nor
      more than 10 years. 

     

    5.2.3 Form
      of Payment; Maximum Performance-Based Award.
      Grants
      or awards under this Section 5.2 may be paid in cash or shares of Common Stock
      or any combination thereof. Grants of Qualifying Options and Qualifying SARs
      to
      any one participant in any one calendar year shall be subject to the limit
      set
      forth in Section 4.2(b). The maximum number of shares of Common Stock which
      may
      be delivered pursuant to Performance-Based Awards (other than Qualifying Options
      and Qualifying SARs, and other than cash awards covered by the following
      sentence) that are granted to any one participant in any one calendar year
      shall
      not exceed 200,000 shares,
      either individually or in the aggregate, subject to adjustment as provided
      in
      Section 7.1. In addition, the aggregate amount of compensation to be paid to
      any
      one participant in respect of all Performance-Based Awards payable only in
      cash
      and not related to shares of Common Stock and granted to that participant in
      any
      one calendar year shall not exceed $1,500,000. Awards that are cancelled during
      the year shall be counted against these limits to the extent required by Section
      162(m) of the Code.


    
      
         

      

      
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    5.2.4 Certification
      of Payment.
      Before
      any Performance-Based Award under this Section 5.2 (other than Qualifying
      Options and Qualifying SARs) is paid and to the extent required to qualify
      the
      award as performance-based compensation within the meaning of Section 162(m)
      of
      the Code, the Administrator must certify in writing that the performance
      target(s) and any other material terms of the Performance-Based Award were
      in
      fact timely satisfied.

     

    5.2.5 Reservation
      of Discretion.
      The
      Administrator will have the discretion to determine the restrictions or other
      limitations of the individual awards granted under this Section 5.2 including
      the authority to reduce awards, payouts or vesting or to pay no awards, in
      its
      sole discretion, if the Administrator preserves such authority at the time
      of
      grant by language to this effect in its authorizing resolutions or
      otherwise.

     

    5.2.6 Expiration
      of Grant Authority.
      As
      required pursuant to Section 162(m) of the Code and the regulations promulgated
      thereunder, the Administrator’s authority to grant new awards that are intended
      to qualify as performance-based compensation within the meaning of Section
      162(m) of the Code (other than Qualifying Options and Qualifying SARs) shall
      terminate upon the first meeting of the Corporation’s stockholders that occurs
      in the fifth year following the year in which the Corporation’s stockholders
      first approve this Plan.

     

    
      	 	
              5.3

            	 	
              Award
                Agreements.
                Each award shall be evidenced by either (1) a written award agreement
                in a
                form approved by the Administrator and executed by the Corporation
                by an
                officer duly authorized to act on its behalf, or (2) an electronic
                notice
                of award grant in a form approved by the Administrator and recorded
                by the
                Corporation (or its designee) in an electronic recordkeeping system
                used
                for the purpose of tracking award grants under this Plan generally
                (in
                each case, an “award agreement”), as the Administrator may provide and, in
                each case and if required by the Administrator, executed or otherwise
                electronically accepted by the recipient of the award in such form
                and
                manner as the Administrator may require. The Administrator may authorize
                any officer of the Corporation (other than the particular award recipient)
                to execute any or all award agreements on behalf of the Corporation.
                The
                award agreement shall set forth the material terms and conditions
                of the
                award as established by the Administrator consistent with the express
                limitations of this Plan.

            


    

     

    
      	 	
              5.4

            	
              Deferrals
                and Settlements.
                Payment of awards may be in the form of cash, Common Stock, other
                awards
                or combinations thereof as the Administrator shall determine, and
                with
                such restrictions as it may impose. The Administrator may also require
                or
                permit participants to elect to defer the issuance of shares or the
                settlement of awards in cash under such rules and procedures as it
                may
                establish under this Plan. The Administrator may also provide that
                deferred settlements include the payment or crediting of interest
                or other
                earnings on the deferral amounts, or the payment or crediting of
                dividend
                equivalents where the deferred amounts are denominated in
                shares.

            


    


    
      
         

      

      
        9

        
          

        

      

      
         

      

    


    
      	
            	5.5	
              Consideration
                for Common Stock or Awards.
                The purchase price for any award granted under this Plan or the Common
                Stock to be delivered pursuant to an award, as applicable, may be
                paid by
                means of any lawful consideration as determined by the Administrator,
                including, without limitation, one or a combination of the following
                methods:

            


    

     

    
      	 	
              ·

            	
              services
                rendered by the recipient of such
                award;

            


    

     

    
      	 	
              ·

            	
              cash,
                check payable to the order of the Corporation, or electronic funds
                transfer;

            


    

     

    
      	 	
              ·

            	
              notice
                and third party payment in such manner as may be authorized by the
                Administrator;

            


    

     

    
      	 	
              ·

            	
              the
                delivery of previously owned shares of Common
                Stock;

            


    

     

    
      	 	
              ·

            	
              by
                a reduction in the number of shares otherwise deliverable pursuant
                to the
                award; or

            


    

     

    
      	 	
              ·

            	
              subject
                to such procedures as the Administrator may adopt, pursuant to a
“cashless
                exercise” with a third party who provides financing for the purposes of
                (or who otherwise facilitates) the purchase or exercise of
                awards.

            


    

     

    In
      no
      event shall any shares newly-issued by the Corporation be issued for less than
      the minimum lawful consideration for such shares or for consideration other
      than
      consideration permitted by applicable state law. Shares of Common Stock used
      to
      satisfy the exercise price of an option shall be valued at their fair market
      value on the date of exercise. The Corporation will not be obligated to deliver
      any shares unless and until it receives full payment of the exercise or purchase
      price therefor and any related withholding obligations under Section 8.5 and
      any
      other conditions to exercise or purchase have been satisfied. Unless otherwise
      expressly provided in the applicable award agreement, the Administrator may
      at
      any time eliminate or limit a participant’s ability to pay the purchase or
      exercise price of any award or shares by any method other than cash payment
      to
      the Corporation. The Administrator may take all actions necessary to alter
      the
      method of award exercise or purchase and the exchange and transmittal of
      proceeds with respect to participants resident in the PRC not having permanent
      residence in a country other than the PRC in order to comply with applicable
      PRC
      foreign exchange and tax regulations.


    
      
         

      

      
        10

        
          

        

      

      
         

      

    


    
      	 	
              5.6

            	
              Definition
                of Fair Market Value.
                For purposes of this Plan, “fair market value” shall mean, unless
                otherwise determined or provided by the Administrator in the
                circumstances, the last price (in regular trading) for a share of
                Common
                Stock as furnished by the National Association of Securities Dealers,
                Inc.
                (the “NASD”)
                through the NASDAQ Global Select Market Reporting System (the
                “Global
                Market”)
                for the date in question or, if no sales of Common Stock were reported
                by
                the NASD on the Global Market on that date, the last price (in regular
                trading) for a share of Common Stock as furnished by the NASD through
                the
                Global Market for the next preceding day on which sales of Common
                Stock
                were reported by the NASD. The Administrator may, however, provide
                with
                respect to one or more awards that the fair market value shall equal
                the
                last price (in regular trading) for a share of Common Stock as furnished
                by the NASD through the Global Market on the last trading day preceding
                the date in question or the average of the high and low trading prices
                of
                a share of Common Stock as furnished by the NASD through the Global
                Market
                for the date in question or the most recent trading day. If the Common
                Stock is no longer listed or is no longer actively traded on the
                Global
                Market as of the applicable date, the fair market value of the Common
                Stock shall be the value as reasonably determined by the Administrator
                for
                purposes of the award in the circumstances. The Administrator also
                may
                adopt a different methodology for determining fair market value with
                respect to one or more awards if a different methodology is necessary
                or
                advisable to secure any intended favorable tax, legal or other treatment
                for the particular award(s) (for example, and without limitation,
                the
                Administrator may provide that fair market value for purposes of
                one or
                more awards will be based on an average of closing prices (or the
                average
                of high and low daily trading prices) for a specified period preceding
                the
                relevant date). 

            


    

     

    
      	
            	5.7	
              Transfer
                Restrictions.

            


    

     

    5.7.1 Limitations
      on Exercise and Transfer.
      Unless
      otherwise expressly provided in (or pursuant to) this Section 5.7 or required
      by
      applicable law: (a) all awards are non-transferable and shall not be subject
      in
      any manner to sale, transfer, anticipation, alienation, assignment, pledge,
      encumbrance or charge; (b) awards shall be exercised only by the participant;
      and (c) amounts payable or shares issuable pursuant to any award shall be
      delivered only to (or for the account of) the participant.

     

    5.7.2 Exceptions.
      The
      Administrator may permit awards to be exercised by and paid to, or otherwise
      transferred to, other persons or entities pursuant to such conditions and
      procedures, including limitations on subsequent transfers, as the Administrator
      may, in its sole discretion, establish in writing. Any
      permitted transfer shall be subject to compliance with applicable federal and
      state securities laws and shall not be for value (other than nominal
      consideration, settlement of marital property rights, or for interests in an
      entity in which more than 50% of the voting interests are held by the Eligible
      Person or by the Eligible Person’s family members).

     

    5.7.3 Further
      Exceptions to Limits on Transfer.
      The
      exercise and transfer restrictions in Section 5.7.1 shall not apply to:


     

    
      	
            	(a)	
              transfers
                to the Corporation (for example, in connection with the expiration
                or
                termination of the award),

            


    

     

    
      	
            	(b)	
              the
                designation of a beneficiary to receive benefits in the event of
                the
                participant’s death or, if the participant has died, transfers to or
                exercise by the participant’s beneficiary, or, in the absence of a validly
                designated beneficiary, transfers by will or the laws of descent
                and
                distribution,

            


    


    
      
         

      

      
        11

        
          

        

      

      
         

      

    


    
      	
            	(c)	
              subject
                to any applicable limitations on ISOs, transfers to a family member
                (or
                former family member) pursuant to a domestic relations order if approved
                or ratified by the Administrator,

            


    

     

    
      	
            	(d)	
              if
                the participant has suffered a disability, permitted transfers or
                exercises on behalf of the participant by his or her legal representative,
                or

            


    

     

    
      	
            	(e)	
              the
                authorization by the Administrator of “cashless exercise” procedures with
                third parties who provide financing for the purpose of (or who otherwise
                facilitate) the exercise of awards consistent with applicable laws
                and the
                express authorization of the
                Administrator.

            


    

     

    
      	 	
              5.8

            	
              International
                Awards.
                One or more awards may be granted to Eligible Persons who provide
                services
                to the Corporation or one of its Subsidiaries outside of the United
                States. Any awards granted to such persons may be granted pursuant
                to the
                terms and conditions of any applicable sub-plans, if any, appended
                to this
                Plan and approved by the
                Administrator.

            


    

     

    6. EFFECT
      OF TERMINATION OF EMPLOYMENT OR SERVICE ON AWARDS

     

    
      	 	
              6.1

            	
              General.
                The Administrator shall establish the effect of a termination of
                employment or service on the rights and benefits under each award
                under
                this Plan and in so doing may make distinctions based upon, inter
                alia,
                the cause of termination and type of award. If the participant is
                not an
                employee of the Corporation or one of its Subsidiaries and provides
                other
                services to the Corporation or one of its Subsidiaries, the Administrator
                shall be the sole judge for purposes of this Plan (unless a contract
                or
                the award otherwise provides) of whether the participant continues
                to
                render services to the Corporation or one of its Subsidiaries and
                the
                date, if any, upon which such services shall be deemed to have
                terminated.

            


    

     

    
      	 	
              6.2

            	
              Events
                Not Deemed Terminations of Service.
                Unless the express policy of the Corporation or one of its Subsidiaries,
                or the Administrator, otherwise provides, the employment relationship
                shall not be considered terminated in the case of (a) sick leave,
                (b)
                military leave, or (c) any other leave of absence authorized by the
                Corporation or one of its Subsidiaries, or the Administrator; provided
                that, unless reemployment upon the expiration of such leave is guaranteed
                by contract or law or the Administrator otherwise provides, such
                leave is
                for a period of not more than three months. In the case of any employee
                of
                the Corporation or one of its Subsidiaries on an approved leave of
                absence, continued vesting of the award while on leave from the employ
                of
                the Corporation or one of its Subsidiaries may be suspended until
                the
                employee returns to service, unless the Administrator otherwise provides
                or applicable law otherwise requires. In no event shall an award
                be
                exercised after the expiration of the term set forth in the applicable
                award agreement.

            


    


    
      
         

      

      
        12

        
          

        

      

      
         

      

    


    
      	 	
              6.3

            	
              Effect
                of Change of Subsidiary Status.
                For purposes of this Plan and any award, if an entity ceases to be
                a
                Subsidiary of the Corporation a termination of employment or service
                shall
                be deemed to have occurred with respect to each Eligible Person in
                respect
                of such Subsidiary who does not continue as an Eligible Person in
                respect
                of the Corporation or another Subsidiary that continues as such after
                giving effect to the transaction or other event giving rise to the
                change
                in status.

            


    

     

    7. ADJUSTMENTS;
      ACCELERATION

     

    
      	 	
              7.1

            	 	
              Adjustments.
                Subject to Section 7.2, upon (or, as may be necessary to effect the
                adjustment, immediately prior to): any reclassification, recapitalization,
                stock split (including a stock split in the form of a stock dividend)
                or
                reverse stock split; any merger, combination, consolidation, or other
                reorganization; any spin-off, split-up, or similar extraordinary
                dividend
                distribution in respect of the Common Stock; or any exchange of Common
                Stock or other securities of the Corporation, or any similar, unusual
                or
                extraordinary corporate transaction in respect of the Common Stock;
                then
                the Administrator shall equitably and proportionately adjust (1)
                the
                number and type of shares of Common Stock (or other securities) that
                thereafter may be made the subject of awards (including the specific
                share
                limits, maximums and numbers of shares set forth elsewhere in this
                Plan),
                (2) the number, amount and type of shares of Common Stock (or other
                securities or property) subject to any outstanding awards, (3) the
                grant,
                purchase, or exercise price (which term includes the base price of
                any SAR
                or similar right) of any outstanding awards, and/or (4) the securities,
                cash or other property deliverable upon exercise or payment of any
                outstanding awards, in each case to the extent necessary to preserve
                (but
                not increase) the level of incentives intended by this Plan and the
                then-outstanding awards.

            


    

     

    Unless
      otherwise expressly provided in the applicable award agreement, upon (or, as
      may
      be necessary to effect the adjustment, immediately prior to) any event or
      transaction described in the preceding paragraph or a sale of all or
      substantially all of the business or assets of the Corporation as an entirety,
      the Administrator shall equitably and proportionately adjust the performance
      standards applicable to any then-outstanding performance-based awards to the
      extent necessary to preserve (but not increase) the level of incentives intended
      by this Plan and the then-outstanding performance-based awards.

     

    It
      is
      intended that, if possible, any adjustments contemplated by the preceding two
      paragraphs be made in a manner that satisfies applicable U.S. legal, tax
      (including, without limitation and as applicable in the circumstances, Section
      424 of the Code, Section 409A of the Code and Section 162(m) of the Code) and
      accounting (so as to not trigger any charge to earnings with respect to such
      adjustment) requirements.

     

    Without
      limiting the generality of Section 3.3, any good faith determination by the
      Administrator as to whether an adjustment is required in the circumstances
      pursuant to this Section 7.1, and the extent and nature of any such adjustment,
      shall be conclusive and binding on all persons.


    
      
         

      

      
        13

        
          

        

      

      
         

      

    


    
      	
            	7.2	
              Corporate
                Transactions - Assumption and Termination of
                Awards.
                Upon the occurrence of any of the following: any merger, combination,
                consolidation, or other reorganization; any exchange of Common Stock
                or
                other securities of the Corporation; a sale of all or substantially
                all
                the business, stock or assets of the Corporation; a dissolution of
                the
                Corporation; or any other event in which the Corporation does not
                survive
                (or does not survive as a public company in respect of its Common
                Stock);
                then the Administrator may make provision for a cash payment in settlement
                of, or for the assumption, substitution or exchange of any or all
                outstanding share-based awards or the cash, securities or property
                deliverable to the holder of any or all outstanding share-based awards,
                based upon, to the extent relevant under the circumstances, the
                distribution or consideration payable to holders of the Common Stock
                upon
                or in respect of such event. Upon the occurrence of any event described
                in
                the preceding sentence, then, unless the Administrator has made a
                provision for the substitution, assumption, exchange or other continuation
                or settlement of the award or the award would otherwise continue
                in
                accordance with its terms in the circumstances: (1) subject to Section
                7.4
                and unless otherwise provided in the applicable award agreement,
                each
                then-outstanding option and SAR shall become fully vested,  all
                shares of restricted stock then outstanding shall fully vest free
                of
                restrictions, and each other award granted under this Plan that is
                then
                outstanding shall become payable to the holder of such award; and
                (2) each
                award shall terminate upon the related event; provided that the holder
                of
                an option or SAR shall be given reasonable advance notice of the
                impending
                termination and a reasonable opportunity to exercise his or her
                outstanding vested options and SARs (after giving effect to any
                accelerated vesting required in the circumstances) in accordance
                with
                their terms before the termination of such awards (except that in
                no case
                shall more than ten days’ notice of the impending termination be required
                and any acceleration of vesting and any exercise of any portion of
                an
                award that is so accelerated may be made contingent upon the actual
                occurrence of the event).

            


    

     

    Without
      limiting the preceding paragraph, in connection with any event referred to
      in
      the preceding paragraph or any change in control event defined in any applicable
      award agreement, the Administrator may, in its discretion, provide for the
      accelerated vesting of any award or awards as and to the extent determined
      by
      the Administrator in the circumstances.

     

    The
      Administrator may adopt such valuation methodologies for outstanding awards
      as
      it deems reasonable in the event of a cash or property settlement and, in the
      case of options, SARs or similar rights, but without limitation on other
      methodologies, may base such settlement solely upon the excess if any of the
      per
      share amount payable upon or in respect of such event over the exercise or
      base
      price of the award. 

     

    In
      any of
      the events referred to in this Section 7.2, the Administrator may take such
      action contemplated by this Section 7.2 prior to such event (as opposed to
      on
      the occurrence of such event) to the extent that the Administrator deems the
      action necessary to permit the participant to realize the benefits intended
      to
      be conveyed with respect to the underlying shares.
      Without limiting the generality of the foregoing, the Administrator may deem
      an
      acceleration to occur immediately prior to the applicable event and/or reinstate
      the original terms of the award if an event giving rise to an acceleration
      does
      not occur. 


    
      
         

      

      
        14

        
          

        

      

      
         

      

    


    Without
      limiting the generality of Section 3.3, any good faith determination by the
      Administrator pursuant to its authority under this Section 7.2 shall be
      conclusive and binding on all persons. 

     

    
      	 	
              7.3

            	
              Other
                Acceleration Rules.
                The Administrator may override the provisions of Section 7.2 and/or
                7.4 by
                express provision in the award agreement and may accord any Eligible
                Person a right to refuse any acceleration, whether pursuant to the
                award
                agreement or otherwise, in such circumstances as the Administrator
                may
                approve. The portion of any ISO accelerated in connection with an
                event
                referred to in Section 7.2 (or such other circumstances as may trigger
                accelerated vesting of the award) shall remain exercisable as an
                ISO only
                to the extent the applicable $100,000 limitation on ISOs is not exceeded.
                To the extent exceeded, the accelerated portion of the option shall
                be
                exercisable as a nonqualified stock option under the
                Code.

            


    

     

    
      	 	
              7.4

            	
              Golden
                Parachute Limitation.
                Notwithstanding anything else contained in this Section 7 to the
                contrary,
                in no event shall any award or payment be accelerated under this
                Plan to
                an extent or in a manner so that such award or payment, together
                with any
                other compensation and benefits provided to, or for the benefit of,
                the
                participant under any other plan or agreement of the Corporation
                or any of
                its Subsidiaries, would not be fully deductible by the Corporation
                or one
                of its Subsidiaries for federal income tax purposes because of Section
                280G of the Code. If a participant would be entitled to benefits
                or
                payments hereunder and under any other plan or program that would
                constitute “parachute payments” as defined in Section 280G of the Code,
                then the participant may by written notice to the Corporation designate
                the order in which such parachute payments will be reduced or modified
                so
                that the Corporation or one of its Subsidiaries is not denied federal
                income tax deductions for any “parachute payments” because of Section 280G
                of the Code. Notwithstanding the foregoing, if a participant is a
                party to
                an employment or other agreement with the Corporation or one of its
                Subsidiaries, or is a participant in a severance program sponsored
                by the
                Corporation or one of its Subsidiaries, that contains express provisions
                regarding Section 280G and/or Section 4999 of the Code (or any similar
                successor provision), or the applicable award agreement includes
                such
                provisions, the Section 280G and/or Section 4999 provisions of such
                employment or other agreement or plan, as applicable, shall control
                as to
                the awards held by that participant (for example, and without limitation,
                a participant may be a party to an employment agreement with the
                Corporation or one of its Subsidiaries that provides for a “gross-up” as
                opposed to a “cut-back” in the event that the Section 280G thresholds are
                reached or exceeded in connection with a change in control and, in
                such
                event, the Section 280G and/or Section 4999 provisions of such employment
                agreement shall control as to any awards held by that
                participant).

            


    


    
      
         

      

      
        15

        
          

        

      

      
         

      

    


    8. OTHER
      PROVISIONS

     

    
      	 	
              8.1

            	
              Compliance
                with Laws.
                This Plan, the granting and vesting of awards under this Plan, the
                offer,
                issuance and delivery of shares of Common Stock, and/or the payment
                of
                money under this Plan or under awards are subject to compliance with
                all
                applicable federal and state laws, rules and regulations (including
                but
                not limited to state and federal securities law and federal margin
                requirements) and to such approvals by any listing, regulatory or
                governmental authority as may, in the opinion of counsel for the
                Corporation, be necessary or advisable in connection therewith. The
                person
                acquiring any securities under this Plan will, if requested by the
                Corporation or one of its Subsidiaries, provide such assurances and
                representations to the Corporation or one of its Subsidiaries as
                the
                Administrator may deem necessary or desirable to assure compliance
                with
                all applicable legal and accounting
                requirements.

            


    

     

    
      	 	
              8.2

            	
              No
                Rights to Award.
                No person shall have any claim or rights to be granted an award (or
                additional awards, as the case may be) under this Plan, subject to
                any
                express contractual rights (set forth in a document other than this
                Plan)
                to the contrary.

            


    

     

    
      	 	
              8.3

            	
              No
                Employment/Service Contract.
                Nothing contained in this Plan (or in any other documents under this
                Plan
                or in any award) shall confer upon any Eligible Person or other
                participant any right to continue in the employ or other service
                of the
                Corporation or one of its Subsidiaries, constitute
                any contract or agreement of employment or other service or affect
                an
                employee’s status as an employee at will, nor shall interfere in any way
                with the right of the Corporation or one of its Subsidiaries to change
                a
                person’s compensation or other benefits, or to terminate his or her
                employment or other service, with or without cause. Nothing in this
                Section 8.3, however, is intended to adversely affect any express
                independent right of such person under a separate employment or service
                contract other than an award
                agreement.

            


    

     

    
      	 	
              8.4

            	
              Plan
                Not Funded.
                Awards payable under this Plan shall be payable in shares or from
                the
                general assets of the Corporation, and no special or separate reserve,
                fund or deposit shall be made to assure payment of such awards. No
                participant, beneficiary or other person shall have any right, title
                or
                interest in any fund or in any specific asset (including shares of
                Common
                Stock, except as expressly otherwise provided) of the Corporation
                or one
                of its Subsidiaries by reason of any award hereunder. Neither the
                provisions of this Plan (or of any related documents), nor the creation
                or
                adoption of this Plan, nor any action taken pursuant to the provisions
                of
                this Plan shall create, or be construed to create, a trust of any
                kind or
                a fiduciary relationship between the Corporation or one of its
                Subsidiaries and any participant, beneficiary or other person. To
                the
                extent that a participant, beneficiary or other person acquires a
                right to
                receive payment pursuant to any award hereunder, such right shall
                be no
                greater than the right of any unsecured general creditor of the
                Corporation.

            


    

     

    
      	 	
              8.5

            	
              Tax
                Withholding.
                Upon
                any exercise, vesting, or payment of any award or upon the disposition
                of
                shares of Common Stock acquired pursuant to the exercise
                of
                an ISO prior to satisfaction of the holding period requirements of
                Section
                422 of the Code, the Corporation or one of its Subsidiaries shall
                have the
                right at its option to:

            


    

     

    
      	
            	(a)	
              require
                the participant (or the participant’s personal representative or
                beneficiary, as the case may be) to pay or provide for payment of
                at least
                the minimum amount of any taxes which the Corporation or one of its
                Subsidiaries may be required to withhold with respect to such award
                event
                or payment; or

            


    

     

    
      
         

      

      
        16

        
          

        

      

      
         

      

    

     

    
      	
            	(b)	
              deduct
                from any amount otherwise payable in cash to the participant (or
                the
                participant’s personal representative or beneficiary, as the case may be)
                the minimum amount of any taxes which the Corporation or one of its
                Subsidiaries may be required to withhold with respect to such cash
                payment.

            


    

     

    In
      any
      case where a tax is required to be withheld (including taxes in the PRC where
      applicable) in connection with the delivery of shares of Common Stock under
      this
      Plan (including the sale of shares of Common Stock as may be required to comply
      with foreign exchange rules in the PRC for participants resident in the PRC),
      the Administrator may in its sole discretion (subject to Section 8.1) require
      or
      grant (either at the time of the award or thereafter) to the participant the
      right to elect, pursuant to such rules and subject to such conditions as the
      Administrator may establish, that the Corporation reduce the number of shares
      to
      be delivered by (or otherwise reacquire) the appropriate number of shares,
      valued in a consistent manner at their fair market value or at the sales price
      in accordance with authorized procedures for cashless exercises, necessary
      to
      satisfy the minimum applicable withholding obligation on exercise, vesting
      or
      payment. In no event shall the shares withheld exceed the minimum whole number
      of shares required for tax withholding under applicable law. 

     

    8.6 Effective
      Date, Termination and Suspension, Amendments.

     

    8.6.1 Effective
      Date.
      This
      Plan is effective as of June 11, 2008, the date of its approval by the Board
      (the “Effective
      Date”).
      This
      Plan shall be submitted for and subject to stockholder approval no later than
      twelve months after the Effective Date. Unless earlier terminated by the Board,
      this Plan shall terminate at the close of business on the day before the tenth
      anniversary of the Effective Date. After the termination of this Plan either
      upon such stated expiration date or its earlier termination by the Board, no
      additional awards may be granted under this Plan, but previously granted awards
      (and the authority of the Administrator with respect thereto, including the
      authority to amend such awards) shall remain outstanding in accordance with
      their applicable terms and conditions and the terms and conditions of this
      Plan.

     

    8.6.2 Board
      Authorization.
      The
      Board may, at any time, terminate or, from time to time, amend, modify or
      suspend this Plan, in whole or in part. No awards may be granted during any
      period that the Board suspends this Plan.

     

    8.6.3 Stockholder
      Approval.
      To the
      extent then required by applicable law or any applicable listing agency or
      required under Sections 162, 422 or 424 of the Code to preserve the intended
      tax
      consequences of this Plan, or deemed necessary or advisable by the Board, any
      amendment to this Plan shall be subject to stockholder
      approval.


    
      
         

      

      
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    8.6.4 Amendments
      to Awards.
      Without
      limiting any other express authority of the Administrator under (but subject
      to)
      the express limits of this Plan, the Administrator by agreement or resolution
      may waive conditions of or limitations on awards to participants that the
      Administrator in the prior exercise of its discretion has imposed, without
      the
      consent of a participant, and (subject to the requirements of Sections 3.2
      and
      8.6.5) may make other changes to the terms and conditions of awards. Any
      amendment or other action that would constitute a repricing of an award is
      subject to the limitations set forth in Section 3.2(g).

     

    8.6.5 Limitations
      on Amendments to Plan and Awards.
      No
      amendment, suspension or termination of this Plan or amendment of any
      outstanding award agreement shall, without written consent of the participant,
      affect in any manner materially adverse to the participant any rights or
      benefits of the participant or obligations of the Corporation under any award
      granted under this Plan prior to the effective date of such change. Changes,
      settlements and other actions contemplated by Section 7 shall not be deemed
      to
      constitute changes or amendments for purposes of this Section 8.6.

     

    
      	 	
              8.7

            	
              Privileges
                of Stock Ownership.
                Except as otherwise expressly authorized by the Administrator, a
                participant shall not be entitled to any privilege of stock ownership
                as
                to any shares of Common Stock not actually delivered to and held
                of record
                by the participant. Except as expressly required by Section 7.1 or
                otherwise expressly provided by the Administrator, no adjustment
                will be
                made for dividends or other rights as a stockholder for which a record
                date is prior to such date of
                delivery.

            


    

     

    
      	
            	8.8	
              Governing
                Law; Construction; Severability.

            


    

     

    8.8.1 Choice
      of Law.
      This
      Plan, the awards, all documents evidencing awards and all other related
      documents shall be governed by, and construed in accordance with the laws of
      the
      State of Delaware.

     

    8.8.2 Severability.
      If a
court
      of
      competent jurisdiction holds any provision invalid and unenforceable, the
      remaining provisions of this Plan shall continue in effect.

     

    8.8.3 Plan
      Construction.  

     

    
      	
            	(a)	
              Rule
                16b-3.
                It is the intent of the Corporation that the awards and transactions
                permitted by awards be interpreted in a manner that, in the case
                of
                participants who are or may be subject to Section 16 of the Exchange
                Act,
                qualify, to the maximum extent compatible with the express terms
                of the
                award, for exemption from matching liability under Rule 16b-3 promulgated
                under the Exchange Act. Notwithstanding the foregoing, the Corporation
                shall have no liability to any participant for Section 16 consequences
                of
                awards or events under awards if an award or event does not so
                qualify.

            


    


    
      
         

      

      
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            	(b)	
              Section
                162(m).
                Awards under Section 5.1.4 to persons described in Section 5.2 that
                are
                either granted or become vested, exercisable or payable based on
                attainment of one or more performance goals related to the Business
                Criteria, as well as Qualifying Options and Qualifying SARs granted
                to
                persons described in Section 5.2, that are approved by a committee
                composed solely of two or more outside directors (as this requirement
                is
                applied under Section 162(m) of the Code) shall be deemed to be intended
                as performance-based compensation within the meaning of Section 162(m)
                of
                the Code unless such committee provides otherwise at the time of
                grant of
                the award. It is the further intent of the Corporation that (to the
                extent
                the Corporation or one of its Subsidiaries or awards under this Plan
                may
                be or become subject to limitations on deductibility under Section
                162(m)
                of the Code) any such awards and any other Performance-Based Awards
                under
                Section 5.2 that are granted to or held by a person subject to Section
                162(m) will qualify as performance-based compensation or otherwise
                be
                exempt from deductibility limitations under Section 162(m).
                

            


    

     

    
      	
            	8.9	
              Captions.
                Captions and headings are given to the sections and subsections of
                this
                Plan solely as a convenience to facilitate reference. Such headings
                shall
                not be deemed in any way material or relevant to the construction
                or
                interpretation of this Plan or any provision thereof. 

            


    

     

    
      	 	
              8.10

            	
              Stock-Based
                Awards in Substitution for Stock Options or Awards Granted by Other
                Corporation.
                Awards
                may be granted to Eligible Persons in substitution for or in connection
                with an assumption of employee stock options, SARs, restricted stock
                or
                other stock-based awards granted by other entities to persons who
                are or
                who will become Eligible Persons in respect of the Corporation or
                one of
                its Subsidiaries, in connection with a distribution, merger or other
                reorganization by or with the granting entity or an affiliated entity,
                or
                the acquisition by the Corporation or one of its Subsidiaries, directly
                or
                indirectly, of all or a substantial part of the stock or assets of
                the
                employing entity. The awards so granted need not comply with other
                specific terms of this Plan, provided the awards reflect only adjustments
                giving effect to the assumption or substitution consistent with the
                conversion applicable to the Common Stock in the transaction and
                any
                change in the issuer of the security. Any shares that are delivered
                and
                any awards that are granted by, or become obligations of, the Corporation,
                as a result of the assumption by the Corporation of, or in substitution
                for, outstanding awards previously granted by an acquired company
                (or
                previously granted by a predecessor employer (or direct or indirect
                parent
                thereof) in the case of persons that become employed by the Corporation
                or
                one of its Subsidiaries in connection with a business or asset acquisition
                or similar transaction) shall not be counted against the Share Limit
                or
                other limits on the number of shares available for issuance under
                this
                Plan.

            


    

     

    
      	
            	8.11	
              Non-Exclusivity
                of Plan.
                Nothing in this Plan shall limit or be deemed to limit the authority
                of
                the Board or the Administrator to grant awards or authorize any other
                compensation, with or without reference to the Common Stock, under
                any
                other plan or authority.

            


    


    
      
         

      

      
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            	8.12	
              No
                Corporate Action Restriction.
                The
                existence of this Plan, the award agreements and the awards granted
                hereunder shall not limit, affect or restrict in any way the right
                or
                power of the Board or the stockholders of the Corporation to make
                or
                authorize: (a) any adjustment, recapitalization, reorganization or
                other
                change in the capital structure or business of the Corporation or
                any
                Subsidiary, (b) any merger, amalgamation, consolidation or change
                in the
                ownership of the Corporation or any Subsidiary, (c) any issue of
                bonds,
                debentures, capital, preferred or prior preference stock ahead of
                or
                affecting the capital stock (or the rights thereof) of the Corporation
                or
                any Subsidiary, (d) any dissolution or liquidation of the Corporation
                or
                any Subsidiary, (e) any sale or transfer of all or any part of the
                assets
                or business of the Corporation or any Subsidiary, or (f) any other
                corporate act or proceeding by the Corporation or any Subsidiary.
                No
                participant, beneficiary or any other person shall have any claim
                under
                any award or award agreement against any member of the Board or the
                Administrator, or the Corporation or any employees, officers or agents
                of
                the Corporation or any Subsidiary, as a result of any such
                action.

            


    

     

    
      	 	
              8.13

            	
              Other
                Company Benefit and Compensation Programs.
                Payments and other benefits received by a participant under an award
                made
                pursuant to this Plan shall not be deemed a part of a participant’s
                compensation for purposes of the determination of benefits under
                any other
                employee welfare or benefit plans or arrangements, if any, provided
                by the
                Corporation or any Subsidiary, except where the Administrator expressly
                otherwise provides or authorizes in writing. Awards under this Plan
                may be
                made in addition to, in combination with, as alternatives to or in
                payment
                of grants, awards or commitments under any other plans or arrangements
                of
                the Corporation or its
                Subsidiaries.

            


    


    
      
         

      

      
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