ex10-1.htm


    
      

    


    Exhibit
      10.1 

    


    


    


    


    


    


    


    


    


    


    


    


    


    AMENDED
      AND RESTATED

    SEQUIAM
      CORPORATION

    2003
      INCENTIVE COMPENSATION PLAN

    


    (formerly
      known as the

    “Sequiam
      Corporation 2003 Employee Stock Incentive Plan”)


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    AMENDED
      AND RESTATED

    SEQUIAM
      CORPORATION

    2003
      INCENTIVE COMPENSATION PLAN

    


    
      	
              1.  

            	
              PURPOSE

            


    

    


    
      	
              2.  

            	
              DEFINITIONS

            


    

    


    
      	
              3.  

            	
              ADMINISTRATION

            


    

    


    
      	
              4.  

            	
              SHARES
                SUBJECT TO PLAN

            


    

    


    
      	
              5.  

            	
              ELIGIBILITY;
                PER-PERSON AWARD
                LIMITATIONS

            


    

    


    
      	
              6.  

            	
              SPECIFIC
                TERMS OF AWARDS

            


    

    


    
      	
              7.  

            	
              CERTAIN
                PROVISIONS APPLICABLE TO
                AWARDS

            


    

    


    
      	
              8.  

            	
              CODE
                SECTION 162(M) PROVISIONS

            


    

    


    
      	
              9.  

            	
              CHANGE
                IN CONTROL

            


    

    


    
      	
              10.  

            	
              GENERAL
                PROVISIONS

            


    

    


    



    
      
         

      

      
         

        
          

        

      

      
         

      

    


    AMENDED
      AND RESTATED

    SEQUIAM
      CORPORATION

    2003
      INCENTIVE COMPENSATION PLAN

    


    


    Purpose.  This
      Amended and Restated Sequiam Corporation 2003 Incentive Compensation Plan (the
      “Plan”) amends and restates, in its entirety, the Sequiam Corporation 2003
      Employee Stock Incentive Plan.  The purpose of this Plan is to assist
      Sequiam Corporation, a California 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.

     

    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.

     

    “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.

     

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

     

    “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.

     

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

     

    “Board”
      means the Company's Board of Directors.

     

    “Cause”
      shall, with respect to any Participant, 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 Participant’s willful
      and material breach of his or her duties as assigned by the Company or a Related
      Entity, (ii) the conviction of the Participant of a felony, (iii) the
      Participant’s commission of fraud in the course of his or her employment or
      services with the Company or a Related Entity, such as embezzlement or other
      material and intentional violation of law against the Company or a Related
      Entity; or (iv) the Participant’s misconduct causing harm to 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.

     

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

     

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

     

    “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”.

     

    “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.

     

    “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.

     

    “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.

     

    “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.

     

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

     

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

     

    “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.

     

    “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.

     

    “Effective
      Date” means the effective date of the Plan, which shall be October
      16, 2007.

     

    “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.

     

    “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.

     

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

     

    “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 mean between
      highest and lowest reported sales prices of the Shares on the New York Stock
      Exchange Composite Tape or, if not listed on such exchange, on any other
      national securities exchange on which the Shares are listed or on the NASDAQ
      Stock Market, or, if not so listed on any other national securities exchange
      or
      the NASDAQ Stock Market, then the average closing trading price of the Shares
      during the last five trading days on the OTC Bulletin Board immediately
      preceding the last trading date with respect to which the Fair Market Value
      is
      to be determined.  If the Shares are not then publicly traded, then
      the Fair Market Value of the Shares shall be the book value of the Company
      per
      share as determined on the last day of March, June, September or December in
      any
      year closest to the date when the determination is to be made.  For
      purposes of determining book value hereunder, book value hereunder shall be
      determined by adding as of the applicable date called for herein the capital,
      surplus, and undivided profits of the Company, and after having deducted any
      reserves theretofore established; the sum of these items shall be divided by
      the
      number of Shares outstanding as of said date, and the quotient thus obtained
      shall represent the book value of each Share of the Company.

     

    “Good
      Reason” shall, with respect to any Participant, 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; (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; or (iii) the Company's or Related
      Entity’s requiring the Participant to be based at any office or location outside
      of fifty (50) miles from the location of employment or service as of the date
      of
      Award, except for travel reasonably required in the performance of the
      Participant’s responsibilities.

     

    “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.

     

    “Independent”,
      when referring to either the Board or members of the Committee, shall have
      the
      same meaning as used in the rules of the OTC Bulletin Board or any 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.

     

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

     

    “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.

     

    “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.

     

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

     

    “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.

     

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

     

    “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.

     

    “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.

     

    “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.

     

    “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.

     

    “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.

     

    “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.

     

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

     

    “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.

     

    “Shares”
      means the shares of common stock of the Company, par value $.001 per share,
      and
      such other securities as may be substituted (or resubstituted) for Shares
      pursuant to Section 10(c) hereof.

     

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

     

    “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.

     

    “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.

     

    Administration.

     

    o  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.

     

    o  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.

     

    o  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.

     

    Shares
      Subject to Plan.

     

    o  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 35,000,000.  Any Shares delivered under the Plan may
      consist, in whole or in part, of authorized and unissued shares or treasury
      shares.

     

    o  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.

     

    o  Availability
      of Shares Not Delivered under Awards and Adjustments to
      Limits.

     

    §  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.

     

    §  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.

     

    §  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.

     

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

     

    §  Notwithstanding
      anything in this Section 4(c) to the contrary but subject to adjustment as
      provided in Section 10(c) hereof, the maximum aggregate number of Shares that
      may be issued under the Plan as a result of the exercise of the Incentive Stock
      Options shall be 35,000,000 shares.

     

    Eligibility;
      Per-Person Award Limitations.  Awards may be granted under
      the Plan only to Eligible Persons.  Subject to adjustment as provided
      in Section 10(c), in any fiscal year of the Company during any part of which
      the
      Plan is in effect, no Participant may be granted (i) Options or Stock
      Appreciation Rights with respect to more than 14,000,000 Shares or (ii)
      Restricted Stock, Deferred Stock, Performance Shares and/or Other Stock-Based
      Awards with respect to more than 14,000,000 Shares.  In addition, the
      maximum dollar value payable to any one Participant with respect to Performance
      Units is (x) $1,000,000 with respect to any 12 month Performance Period
      (pro-rated for any Performance Period that is less than 12 months based upon
      the
      ratio of the number of days in the Performance Period as compared to 365),
      and
      (y) with respect to any Performance Period that is more than 12 months,
      $2,000,000 multiplied by the number of full 12 months periods that are in the
      Performance Period.

     

    Specific
      Terms of Awards.

     

    o  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 California law, no consideration other than services may be
      required for the grant (as opposed to the exercise) of any Award.

     

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

     

    §  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.

     

    §  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.

     

    §  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:

     

    ·  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

     

    ·  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.

     

    o  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:

     

    §  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.

     

    §  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.

     

    §  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.

     

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

     

    §  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.

     

    §  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.

     

    §  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.

     

    §  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.

     

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

     

    §  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.

     

    §  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.

     

    §  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.

     

    o  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.

     

    o  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.

     

    o  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.

     

    o  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.  

     

    Certain
      Provisions Applicable to Awards.

     

    o  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).

     

    o  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).

     

    o  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 the OTC Bulletin Board or any national securities exchange on which
      the
      Company’s securities are listed for trading and, if not listed for trading on
      either the OTC Bulletin Board or a 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.

     

    o  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).

     

    o  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.

     

    Code
      Section 162(m) Provisions.

     

    o  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.

     

    o  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.

     

    o  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
      twelve (12) months and no longer than five (5) 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).

     

    o  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.

     

    o  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).

     

    Change
      in Control.

     

    o  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):

     

    §  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.

     

    §  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.

     

    §  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.

     

    o  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:

     

    General
      Provisions.

     

    o  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.

     

    o  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.

     

    o  Adjustments.

     

    §  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.

     

    §  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.

     

    §  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.

     

    o  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.

     

    o  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.

     

    o  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.

     

    o  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.

     

    o  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.

     

    o  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.

     

    o  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 California without giving
      effect to principles of conflict of laws, and applicable federal
      law.

     

    o  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.

     

    o  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 original effective date of the Plan (July 23, 2003).  Awards
      outstanding upon expiration of the Plan shall remain in effect until they have
      been exercised or terminated, or have expired.