Exhibit
10.47




ENER1,
INC.


AMENDED
AND RESTATED


2007
STOCK INCENTIVE PLAN




The Board
of Directors of Ener1, Inc. (the "Company") has determined, pursuant to
resolutions dated August 19, 2008, November 18, 2008 and March 13, 2009, that it
is in the best interests of the Company to amend the Ener1, Inc. 2007 Stock
Incentive Plan (the "Original Plan") as provided herein.  Therefore,
effective as of May 7, 2009, the Original Plan is amended and restated to read
as follows:




1.
              Purpose





The
purpose of the Ener1, Inc. Amended and Restated 2007 Stock Incentive Plan (the
“Plan”) is to advance the interests of the Company by stimulating the efforts of
employees, officers, non-employee directors and other service providers, in each
case who are selected to be participants, by heightening the desire of such
persons to continue in working toward and contributing to the success and
progress of the Company and its Subsidiaries.  The Plan provides for
the grant of Incentive Stock Options and Non-Qualified Stock Options, Stock
Appreciation Rights, Restricted Stock, Restricted Stock Units, and Deferred
Stock Units, any of which may be performance-based, and for Incentive Bonuses,
which may be paid in cash or stock or a combination thereof, as determined by
the Administrator.  It is intended that (i) all Options and Stock
Appreciation Rights be exempt from the requirements of Code Section 409A
pursuant to Treasury Regulations Section 1.409A-(b)(5) and (ii) that all other
grants under the Plan either be exempt from or satisfy the requirements of Code
Section 409A and the regulations thereunder, and the Plan and all Award
Agreements shall be interpreted to reflect such intent.




2.
              Definitions





As used
in the Plan, the following terms shall have the meanings set forth
below:




(a)           “Administrator”
means the Administrator of the Plan in accordance with
Section 17.





(b)           “Award”
means an Incentive Stock Option, Non-Qualified Stock Option, Stock Appreciation
Right, Restricted Stock, Restricted Stock Unit, Deferred Stock Unit or Incentive
Bonus granted to a Participant pursuant to the provisions of the Plan, any of
which the Administrator may structure to qualify in whole or in part as a
Performance Award.





(c)           “Award
Agreement” means a written agreement or other instrument as may be approved from
time to time by the Administrator implementing the grant of each
Award.  An Agreement may be in the form of an agreement to be executed
by both the Participant and the Company (or an authorized representative of the
Company) or certificates, notices or similar instruments as approved by the
Administrator.





(d)           “Board
of Directors” or “Board” means the Board of Directors of the
Company.




1


(e)           “Cause”
means (i) failure or refusal of the Participant to perform the duties and
responsibilities that the Company requires to be performed by him, (ii) gross
negligence or willful misconduct by the Participant in the performance of his
duties, (iii) commission by the Participant of an act of dishonesty
affecting the Company, or the commission of an act constituting common law fraud
or a felony, or (iv) the Participant’s commission of an act (other than the
good faith exercise of his business judgment in the exercise of his
responsibilities) resulting in material damages to the
Company.  Notwithstanding the above, if an Participant and the Company
have entered into an employment or consulting agreement which defines the term
“Cause” for purposes of such employment or consulting agreement, “Cause” shall
be defined pursuant to the definition in such employment or consulting agreement
with respect to such Participant’s Options.  The Administrator shall
determine in its sole discretion whether Cause exists for purposes of this
Plan.





(f)           "Change
in Control" shall be deemed to occur with respect to the Company if a person or
group of persons shall acquire direct or indirect beneficial ownership (whether
as a result of stock ownership, revocable or irrevocable proxies, or otherwise)
of securities of the Company pursuant to a transaction or series of related
transactions, such that after the consummation and as a result of such
transaction(s), the persons constituting all of the equity holders of the
Company immediately prior to the commencement of such transactions(s) fail to
directly or indirectly own, immediately after the consummation of such
transactions(s), more than 50% of (i) the total combined voting power with
respect to the election of directors of the Company or (ii) the issued and
outstanding common equity of the Company (or surviving entity, in the case of a
merger, consolidation, asset sale, or similar
transaction).  Notwithstanding the preceding provisions, to the extent
that the term "Change in Control" is applied to any Award that is subject to
Code Section 409A, a Change in Control shall not be deemed to have occurred
unless the event or services of events satisfies the definition specified above
and also constitutes a change in the effective ownership or control of the
corporation or in the ownership of a substantial portion of the assets of the
corporation within the meaning of Code Section 409A(a)(2)(A)(v) and the
regulations thereunder.





(g)           “Code”
means the Internal Revenue Code of 1986, as amended from time to time, and the
rulings and regulations issued thereunder.





(h)           “Common
Stock” means the Company’s common stock, par value $0.001, subject to adjustment
as provided in Section 12.





(i)           “Company”
means Ener1, Inc., a Florida corporation.





(j)           “Deferred
Stock Unit” or “DSU” means an Award granted pursuant to Section 9
representing the unfunded and unsecured right to receive Common Stock or cash or
a combination thereof, as determined by the Administrator, at the end of a
specified deferral period.




2


(k)           “Incentive
Bonus” means a bonus opportunity awarded under Section 10 pursuant to which
a Participant may become entitled to receive an amount based on satisfaction of
such performance criteria as are specified in the Award Agreement.





(l)           “Incentive
Stock Option” or “ISO” means a stock option that is intended to qualify as an
incentive stock option within the meaning of Section 422 of the
Code.





(m)           “Nonemployee
Director” means each person who is, or is elected to be, a member of the Board
of Directors and who is not an employee of the Company (but may be an employee
of a Subsidiary or other affiliated entity).





(n)           “Option”
means an ISO and/or a NQSO granted pursuant to Section 6 of the
Plan.





(o)           “Participant”
means any individual described in Section 3 to whom Awards have been
granted from time to time by the Administrator and any authorized transferee of
such individual.





(p)           “Performance
Award” means an Award, the grant, issuance, retention, vesting or settlement of
which is subject to satisfaction of one or more performance criteria established
pursuant to Section 13.





(q)           “Plan”
means this Amended and Restated Ener1, Inc. 2007 Stock Incentive Plan, as set
forth herein and as amended from time to time.





(r)           “Restricted
Stock” means shares of Common Stock granted pursuant to Section 8 of the
Plan.





(s)           “Restricted
Stock Unit” means an Award granted to a Participant pursuant to Section 8
pursuant to which shares of Common Stock may be issued in the
future.





(t)           “Stock
Appreciation Right” means a right granted pursuant to Section 7 of the Plan
that entitles the Participant to receive, in cash or shares of Common Stock or a
combination thereof, as determined by the Administrator, value equal to or
otherwise based on the excess of (i) the market price of a specified number
of shares of Common Stock at the time of exercise over (ii) the exercise
price of the right, as established by the Administrator on the date of
grant.  The exercise price of a Stock Appreciation Right shall not be
less than the fair market value on the date of grant of the number a shares of
Common Stock subject to the Stock Appreciation Right.





(u)           “Subsidiary”
means any corporation (other than the Company) in an unbroken chain of
corporations beginning with the Company where each of the corporations in the
unbroken chain other than the last corporation owns stock possessing at least 50
percent or more of the total combined voting power of all classes of stock in
one of the other corporations in the chain, and if specifically determined by
the Administrator in the context other than with respect to Incentive Stock
Options, may include an entity in which the Company has a significant ownership
interest or that is directly or indirectly controlled by the
Company.




3


(v)           “Termination
of employment” means ceasing to serve as a full-time employee of the Company and
its Subsidiaries or, with respect to a Nonemployee Director or service provider,
ceasing to serve as such for the Company, except that (i) subject to
Section 6(c), an approved leave of absence or approved employment on a less
than full-time basis may constitute employment as determined by the
Administrator, (ii) the Administrator may determine that a transition of
employment to service with a partnership, joint venture or corporation not
meeting the requirements of a Subsidiary in which the Company or a Subsidiary is
a party is not considered a “termination of employment,” (iii) service as a
member of the Board of Directors shall constitute continued employment with
respect to Awards granted to a Participant while he or she served as an employee
and (iv) service as an employee of the Company or a Subsidiary shall
constitute continued employment with respect to Awards granted to a Participant
while he or she served as a member of the Board of
Directors.  Notwithstanding the preceding provisions, to the extent
that the term "Termination of Employment" is applied to any Award that is
subject to Code Section 409A, the term shall be deemed to mean a "separation
from service" within the meaning of Code Section 409A(a)(2)(A)(i).





(w)           “Total
and Permanent Disablement” means a “permanent and total disability” within the
meaning of Section 22(e)(3) of the Code. The determination of the
Administrator as to an individual’s Total and Permanent Disablement shall be
conclusive on all parties.





3.
              Eligibility





Any
person who is a current or prospective officer or employee (including any
director who is also an employee, in his or her capacity as such) of the Company
or of any Subsidiary shall be eligible for selection by the Administrator for
the grant of Awards hereunder. Any Nonemployee Director shall also be eligible
for selection by the Administrator for the grant of Awards hereunder. In
addition, any service provider who has been retained to provide consulting,
advisory or other services to the Company or to any Subsidiary shall be eligible
for selection by the Administrator for the grant of Awards hereunder. Options
intending to qualify as ISOs may only be granted to employees of the Company or
any Subsidiary within the meaning of the Code, as selected by the
Administrator.




4.
              Effective
      Date and Termination of Plan





This Plan
was adopted by the Board of Directors of the Company as of December 21, 2006
(the “Effective Date”), subject to the approval of the Company's
shareholders.  The Plan shall remain available for the grant of Awards
until the tenth (10th) anniversary of the Effective Date. Notwithstanding the
foregoing, the Plan may be terminated at such earlier time as the Board of
Directors may determine. Termination of the Plan will not affect the rights and
obligations of the Participants and the Company arising under Awards theretofore
granted and then in effect.




4


5.
              Shares
      Subject to the Plan and to
Awards





(a)           Aggregate Limits. The
aggregate number of shares of Common Stock issuable pursuant to all Awards shall
not exceed 4,765,764 (of which 1,898,174 shares remain available for issuance as
of May 7, 2009), any of all of which may be issuable with respect to
ISOs.  Any shares of Common Stock granted as Options or Stock
Appreciation Rights shall be counted against this limit as one (1) share for
every one (1) share granted. Any shares of Common Stock granted as Awards other
than Options or Stock Appreciation Rights shall be counted against this limit as
two and one-half (2.5) shares for every one (1) share granted.  The
aggregate number of shares of Common Stock available for grant under this Plan
and the number of shares of Common Stock subject to outstanding Awards shall be
subject to adjustment as provided in Section 12; provided, however, that no
such adjustment shall affect the status of any option intended to qualify as an
ISO under Code Section 422. The shares of Common Stock issued pursuant to
Awards granted under this Plan may be shares that are authorized and unissued or
shares that were reacquired by the Company, including shares purchased in the
open market.





(b)           Issuance of Shares. For
purposes of Section 5(a), the aggregate number of shares of Common Stock
issued under this Plan at any time shall equal only the number of shares
actually issued upon exercise or settlement of an Award and shall not include
shares subject to Awards that have been canceled, expired or
forfeited.  Notwithstanding the foregoing, Shares subject to an Award
under the Plan may not again be made available for issuance under Awards if such
shares are: (i) shares that were subject to a stock-settled Stock
Appreciation Right or Stock Option and that were not issued upon the net
settlement or net exercise of such Stock Appreciation Right or Stock Option, or
(ii) shares delivered to or retained by the Company to pay the exercise price or
withholding taxes related to an Award.





(c)           Tax Code Limits. The
aggregate number of shares of Common Stock subject to Options and Stock
Appreciation Rights granted under this Plan during any calendar year to any one
Participant shall not exceed 714,286, and the aggregate number of shares of
Common Stock issued or issuable under all Awards granted under this Plan other
than Options or Stock Appreciation Rights during any calendar year to any one
Participant shall not exceed 357,143, which numbers shall be calculated and
adjusted pursuant to Section 12 only to the extent that such calculation or
adjustment will not affect the status of any Award intended to qualify as
“performance based compensation” under Code Section 162(m).  The
maximum amount payable pursuant to that portion of an Incentive Bonus granted
under this Plan for any calendar year to any Participant that is intended to
satisfy the requirements for “performance based compensation” under Code
Section 162(m) shall not exceed $1,000,000.





6.
              Options





(a)           Option Awards. Options may be
granted at any time and from time to time prior to the termination of the Plan,
to Participants selected by the Administrator. No Participant shall have any
rights as a shareholder with respect to any shares of stock subject to Option
hereunder until said shares have been issued. Each Option shall be evidenced by
an Award Agreement. Options granted pursuant to the Plan need not be identical
but each Option must contain and be subject to the terms and conditions set
forth below.





(b)           Price. The purchase price
under each Option shall be established by the Administrator, provided that in no
event will the purchase price for an Option be less than the fair market value
of the Common Stock subject to the Option on the date of grant. The purchase
price of any Option may be paid in Common Stock, cash or a combination thereof,
as determined by the Administrator, including an irrevocable commitment by a
broker to pay over such amount from a sale of the shares issuable under an
Option, the delivery of previously owned Common Stock and withholding of Common
Stock deliverable upon exercise.




5


(c)           Duration and Exercise or Termination
of Option. The Administrator shall have the right to make the timing of
the ability to exercise any Option subject to continued employment, the passage
of time and/or such performance requirements as deemed appropriate by the
Administrator. Unless provided otherwise in the applicable Award Agreement, the
vesting period and/or exercisability of an Option shall be adjusted by the
Administrator during or to reflect the effects of any period during which the
Participant is on an approved leave of absence or is employed on a less than
full-time basis; provided, however, the period for vesting and/or exercisability
of an Option shall under no circumstances be extended beyond the earlier of (i)
the latest date on which the Option would have expired by its original terms
under any circumstances or (ii) ten (10) years from the date of
grant.





(d)           Termination of Employment:
Unless an Option earlier expires upon the expiration date established pursuant
to Section 6(c), upon the termination of the Participant’s employment, or
in the case of a Non-Employee Director's termination of service on the Board for
any reason, the Participant's to exercise an Option then held shall be only as
follows, unless the Administrator specifies otherwise:





(1)           Death. Upon the death of a
Participant while in the employ of the Company or any Subsidiary or while
serving as a member of the Board of Directors, all of the Participant’s vested
Options then held shall be exercisable by his or her estate, heir or beneficiary
at any time during the twelve (12) months next succeeding the date of death
(provided, however, no Option shall be exercisable after the earlier of (i) the
latest date on which the Option would have expired by its original terms under
any circumstances or (ii) ten (10) years from the date of grant). Any and all of
the deceased Participant’s vested Options that are not exercised during such
period shall terminate as of the end of such period.




(2)           Total and Permanent
Disablement. Upon termination of employment as a result of the Total and
Permanent Disablement of any Participant, all of the Participant’s vested
Options then held shall be exercisable for a period of six (6) months after
termination (or such other period provided in the applicable Award Agreement,
provided, however, no Option shall be exercisable after the earlier of (i) the
latest date on which the Option would have expired by its original terms under
any circumstances or (ii) ten (10) years from the date of grant). Any and all
vested Options that are not exercised during such period shall terminate as of
the end of such period.




(3)           Cause.Upon termination of
the employment or other service of a Participant for Cause, all Options granted
to the Participant shall expire immediately, and the Participant shall have no
further right to purchase shares of Common Stock pursuant to such Options;
provided, however, the Administrator may, in its sole discretion, permit such
Participant to exercise all or any portion of such Options to the extent vested
as of the date upon which the termination occurs for a period not to exceed
thirty (30) days after such termination (provided, however, no Option shall be
exercisable after the earlier of (i) the latest date on which the Option would
have expired by its original terms under any circumstances or (ii) ten (10)
years from the date of grant).  Upon such termination, the
Participant's unvested Options shall expire, and the Participant shall have no
further right to purchase shares of Common Stock pursuant to such unvested
Options.




6


(4)           Other Reasons. Upon the date
of a termination of a Participant’s employment for any reason other than those
stated above in Section 6(d)(1), (d)(2), or (d)(3) or as described in
Section 15, (A) any Option that is unexercisable as of such
termination date shall remain unexercisable and shall terminate as of such date,
and (B) any Option that is exercisable as of such termination date shall
expire thirty (30) days following such date (provided, however, no Option shall
be exercisable after the earlier of (i) the latest date on which the Option
would have expired by its original terms under any circumstances or (ii) ten
(10) years from the date of grant).





(e)           Incentive Stock Options.
Notwithstanding anything to the contrary in this Section 6, in the case of
the grant of an Option intending to qualify as an ISO: (i) if the
Participant owns stock possessing more than 10 percent of the combined voting
power of all classes of stock of the Company (a “10% Shareholder”), the purchase
price of such Option must be at least 110 percent (110%) of the fair market
value of the Common Stock on the date of grant, and the Option must expire
within a period of not more than five (5) years from the date of grant,
(ii) termination of employment will occur when the person to whom an Award
was granted ceases to be an employee (as determined in accordance with
Section 3401(c) of the Code and the regulations promulgated thereunder) of
the Company and its Subsidiaries. Notwithstanding anything in this
Section 6 to the contrary, options designated as ISOs shall not be eligible
for treatment under the Code as ISOs to the extent that either (iii) the
aggregate fair market value of shares of Common Stock (determined as of the time
of grant) with respect to which such Options are exercisable for the first time
by the Participant during any calendar year (under all plans of the Company and
any Subsidiary) exceeds $100,000, taking Options into account in the order in
which they were granted, and (iv) such Options otherwise remain exercisable
but are not exercised within three (3) months of Termination of employment (or
such other period of time provided in Section 422 of the
Code).





(f)           Change in
Control.Irrespective of what is provided in an Award
Agreement, in the event of a Change in Control, all outstanding Options shall
become immediately exercisable and vested, without regard to any limitation
imposed pursuant to this Plan or any Award Agreement.





(g)           Other Terms and Conditions:
Options may also contain such other provisions, which shall not be inconsistent
with any of the terms of this Plan, as the Administrator shall deem
appropriate.




7


7.
              Stock
      Appreciation Rights





Stock
Appreciation Rights may be granted to Participants from time to time either in
tandem with or as a component of other Awards granted under the Plan (“tandem
SARs”) or not in conjunction with other Awards (“freestanding SARs”) and may,
but need not, relate to a specific Option granted under Section 6. The
provisions of Stock Appreciation Rights need not be the same with respect to
each grant or each recipient. Any Stock Appreciation Right granted in tandem
with an Option shall be granted at the same time such Option is granted and
subject to the same terms and conditions applicable to the Option. Subject to
the provisions of Section 6, the Administrator may impose such other
conditions or restrictions on any Stock Appreciation Right as it shall deem
appropriate. Stock Appreciation Rights may be settled in shares of Common Stock,
cash or combination thereof, as determined by the
Administrator.  Other than in connection with a change in the
Company’s capitalization (as described in Section 12) the exercise price of
a Stock Appreciation Right may not be reduced (including an effective reduction
in the exercise price by canceling previously awarded Stock Appreciation Rights
and regranting them with a lower exercise price).




8.
              Restricted
      Stock and Restricted Stock
Units





(a)           Restricted Stock and Restricted
Stock Unit Awards. Restricted Stock and Restricted Stock Units may be
granted at any time and from time to time prior to the termination of the Plan
to Participants selected by the Administrator. Restricted Stock is an award or
issuance of shares of Common Stock the grant, issuance, retention, vesting
and/or transferability of which is subject during specified periods of time to
such conditions (including continued employment or performance conditions) and
terms as the Administrator deems appropriate. Restricted Stock Units are Awards
denominated in units of Common Stock under which the issuance of shares of
Common Stock is subject to such conditions (including continued employment or
performance conditions) and terms as the Administrator deems appropriate. Each
grant of Restricted Stock and Restricted Stock Units shall be evidenced by an
Award Agreement. Unless determined otherwise by the Administrator, each
Restricted Stock Unit will be equal to one share of Common Stock and will
entitle a Participant to either shares of Common Stock or an amount of cash
determined with reference to the value of shares of Common Stock. To the extent
determined by the Administrator, Restricted Stock and Restricted Stock Units may
be satisfied or settled in Common Stock, cash or a combination thereof.
Restricted Stock and Restricted Stock Units granted pursuant to the Plan need
not be identical but each grant of Restricted Stock and Restricted Stock Units
must contain and be subject to the terms and conditions set forth
below.  Unless exempt from Code Section 409A by virtue of the
regulatory exemption for short-term deferrals or some other exemption,
Restricted Stock Units (but not Restricted Stock) shall be subject to Code
Section 409A, and any Restricted Stock Unit subject to Code Section 409A shall
be granted on terms that comply with the requirements of Code Section 409A and
the applicable regulations thereunder.  Notwithstanding the foregoing
and irrespective of what is provided in an Award Agreement, in the event of a
Change in Control, all outstanding shares of Restricted Stock and Restricted
Stock Units shall become immediately vested, without regard to any limitation
imposed pursuant to this Plan or any Award Agreement.




8


(b)           Contents of Agreement. Each
Award Agreement shall contain provisions regarding (i) the number of shares
of Common Stock or Restricted Stock Units subject to such Award or a formula for
determining such number, (ii) the purchase price of the shares, if any, and
the means of payment, (iii) the performance criteria, if any, and level of
achievement versus these criteria that shall determine the number of shares or
units granted, issued, retainable and/or vested, (iv) such terms and
conditions on the grant, issuance, vesting and/or forfeiture of the shares or
units as may be determined from time to time by the Administrator,
(v) restrictions on the transferability of the shares or units and
(vi) such further terms and conditions in each case not inconsistent with
this Plan as may be determined from time to time by the Administrator. Shares of
Common Stock issued under a Restricted Stock Award may be issued in the name of
the Participant and held by the Participant or held by the Company, in each case
as the Administrator may provide.





(c)           Sales Price. Subject to the
requirements of applicable law, the Administrator shall determine the price, if
any, at which Awards of Restricted Stock or Restricted Stock Units, or shares of
Common Stock issuable under Restricted Stock Unit Awards, shall be sold or
awarded to a Participant, which may vary from time to time and among
Participants and which may be below the market price of such shares at the date
of grant.





(d)           Vesting. The grant, issuance,
retention, vesting and/or settlement of shares of Restricted Stock and
Restricted Stock Units shall occur at such time and in such installments as
determined by the Administrator or under criteria established by the
Administrator. The Administrator shall have the right to make the timing of the
grant and/or the issuance, ability to retain, vesting and/or settlement of
shares of Restricted Stock and under Restricted Stock Units subject to continued
employment, passage of time and/or such performance criteria as deemed
appropriate by the Administrator; provided that in no event shall the grant,
issuance, retention, vesting and/or settlement of shares under Restricted Stock
or Restricted Stock Unit Awards that is based on performance criteria and level
of achievement versus such criteria be subject to a performance period of less
than one year from the date the Award is made, other than as a result of or upon
the death, disability or retirement of the Participant, in each case as
specified in the agreement evidencing such Award. Notwithstanding anything to
the contrary herein, the performance criteria for any Restricted Stock or
Restricted Stock Unit that is intended to satisfy the requirements for
“performance-based compensation” under Section 162(m) of the Code shall be
a measure based on one or more Qualifying Performance Criteria selected by the
Administrator and specified at the time the Restricted Stock or Restricted Stock
Unit is granted.





(e)           Discretionary Adjustments and
Limits. Subject to the limits imposed under Code Section 162(m) for
Awards that are intended to qualify as “performance based compensation,”
notwithstanding the satisfaction of any performance goals, the number of shares
of Common Stock granted, issued, retainable and/or vested under an Award of
Restricted Stock or Restricted Stock Units on account of either financial
performance or personal performance evaluations may be reduced by the
Administrator on the basis of such further considerations as the Administrator
shall determine.





(f)           Voting Rights. Unless
otherwise determined by the Administrator, Participants holding shares of
Restricted Stock granted hereunder may exercise full voting rights with respect
to those shares during the period of restriction. Participants shall have no
voting rights with respect to shares of Common Stock underlying Restricted Stock
Units unless and until such shares are reflected as issued and outstanding
shares on the Company’s stock ledger.




9


(g)           Dividends and Distributions.
Participants in whose name Restricted Stock is granted shall be entitled to
receive all dividends and other distributions paid with respect to those shares,
unless determined otherwise by the Administrator. Any such dividends or
distributions will be subject to the same restrictions on transferability as the
Restricted Stock with respect to which they were distributed. Shares underlying
Restricted Stock Units shall be entitled to dividends or dividend equivalents
only to the extent provided by the Administrator.





9.
              Deferred
      Stock Units





(a)           The
Administrator may establish rules for the deferred delivery of Common Stock upon
exercise of an Option or Stock Appreciation Right and upon settlement, vesting
or other events with respect to Restricted Stock or Restricted Stock Units, or
in payment or satisfaction of an Incentive Bonus or of any other compensation
arrangement maintained by the Company or a Subsidiary, in each case with the
deferral evidenced by use of “Stock Units” equal in number to the number of
shares of Common Stock whose delivery is so deferred or to the value of the
amount being so deferred. A “Stock Unit” is a bookkeeping entry representing an
amount equivalent to the fair market value of one share of Common Stock. Unless
the Administrator specifies otherwise, Stock Units represent an unfunded and
unsecured obligation of the Company. Settlement of Stock Units upon expiration
of the deferral period shall be made in Common Stock, cash or a combination
thereof, as determined by the Administrator. The amount of Common Stock, or
other settlement medium, to be so distributed may be increased by dividend
equivalents. Unless determined otherwise by the Administrator, during the
deferral period a Participant will not have any rights as a shareholder of the
Company, including, without limitation, voting rights and the right to receive
dividends or distributions. Until a Stock Unit is so settled, the number of
shares of Common Stock represented by a Stock Unit shall be subject to
adjustment pursuant to Section 12. Any Stock Units that are settled after
the holder’s death shall be distributed to the holder’s designated
beneficiary(ies) or, if none was designated, the holder’s estate.  The
Administrator shall deliver a Deferred Stock Unit only to the extent that the
delivery of such Stock Unit would not result in the imposition of taxes under
Code Section 409A.  Notwithstanding the foregoing and irrespective of
what is provided in an Award Agreement (except for the requirements of the
preceding sentence and any provisions of an Award Agreement needed to comply
with the requirements of the preceding sentence), in the event of a Change in
Control, all outstanding Stock Units that have been deferred shall become
immediately deliverable, without regard to any limitation imposed pursuant to
this Plan or an Award Agreement.





10.
              Incentive
      Bonuses





(a)           General. Each Incentive Bonus
Award will confer upon the Participant the opportunity to earn a future payment
tied to the level of achievement with respect to one or more performance
criteria established for a performance period of not less than one
year.





(b)           Incentive Bonus Document.
Each Award Agreement evidencing an Incentive Bonus shall contain provisions
regarding (i) the target and maximum amount payable to the Participant as
an Incentive Bonus, (ii) the performance criteria and level of achievement
versus these criteria that shall determine the amount of such payment,
(iii) the term of the performance period as to which performance shall be
measured for determining the amount of any payment, (iv) the timing of any
payment earned by virtue of performance, (v) restrictions on the alienation
or transfer of the Incentive Bonus prior to actual payment, (vi) forfeiture
provisions and (vii) such further terms and conditions, in each case not
inconsistent with this Plan as may be determined from time to time by the
Administrator.




10


(c)           Performance Criteria. The
Administrator shall establish the performance criteria and level of achievement
versus these criteria that shall determine the target and maximum amount payable
under an Incentive Bonus, which criteria may be based on financial performance
and/or personal performance evaluations. The Administrator may specify the
percentage of the target Incentive Bonus that is intended to satisfy the
requirements for “performance-based compensation” under Code
Section 162(m). Notwithstanding anything to the contrary herein, the
performance criteria for any portion of an Incentive Bonus that is intended by
the Administrator to satisfy the requirements for “performance-based
compensation” under Code Section 162(m) shall be a measure based on one or
more Qualifying Performance Criteria (as defined in Section 13(b)) selected
by the Administrator and specified at the time the Incentive Bonus is granted.
The Administrator shall certify the extent to which any Qualifying Performance
Criteria has been satisfied, and the amount payable as a result thereof, prior
to payment of any Incentive Bonus that is intended to satisfy the requirements
for “performance-based compensation” under Code
Section 162(m).





(d)           Timing and Form of Payment.
The Administrator shall determine the timing of payment of any Incentive Bonus.
Payment of the amount due under an Incentive Bonus may be made in cash or in
shares of Common Stock, as determined by the Administrator. The Administrator
may provide for or, subject to such terms and conditions as the Administrator
may specify, may permit a Participant to elect for the payment of any Incentive
Bonus to be deferred to a specified date or event.





(e)           Discretionary Adjustments.
Notwithstanding satisfaction of any performance goals, the amount paid under an
Incentive Bonus on account of either financial performance or personal
performance evaluations may be reduced by the Administrator on the basis of such
further considerations as the Administrator shall determine.





11.
              Conditions
      and Restrictions Upon Securities Subject to
  Awards





The
Administrator may provide that the shares of Common Stock issued upon exercise
of an Option or Stock Appreciation Right or otherwise subject to or issued under
an Award shall be subject to such further agreements, restrictions, conditions
or limitations as the Administrator in its discretion may specify prior to the
exercise of such Option or Stock Appreciation Right or the grant, vesting or
settlement of such Award, including without limitation, conditions on vesting or
transferability, forfeiture or repurchase provisions and method of payment for
the shares issued upon exercise, vesting or settlement of such Award (including
the actual or constructive surrender of Common Stock already owned by the
Participant) or payment of taxes arising in connection with an Award. Without
limiting the foregoing, such restrictions may address the timing and manner of
any resales by the Participant or other subsequent transfers by the Participant
of any shares of Common Stock issued under an Award, including without
limitation (i) restrictions under an insider trading policy or pursuant to
applicable law, (ii) restrictions designed to delay and/or coordinate the
timing and manner of sales by Participant and holders of other Company equity
compensation arrangements, and (iii) restrictions as to the use of a
specified brokerage firm for such resales or other
transfers.  Notwithstanding the foregoing and irrespective of what is
provided in an Award Agreement, in the event of a Change in Control, all
outstanding Awards shall become immediately exercisable and vested, without
regard to any limitation imposed pursuant to this Plan or any Award
Agreement.




11


12.
                Adjustment
      of and Changes in the
Stock





In the
event that the number of shares of Common Stock of the Company shall be
increased or decreased through a reorganization, reclassification, combination
of shares, stock split, reverse stock split, spin-off, dividend (other than
regular, quarterly cash dividends), or otherwise, then each share of Common
Stock of the Company which has been authorized for issuance under the Plan,
whether such share is then currently subject to or may become subject to an
Award under the Plan, as well as the per share limits set forth in
Section 5 of this Plan, may be proportionately adjusted by the
Administrator to reflect such increase or decrease, unless the Company provides
otherwise under the terms of such transaction. The terms of any outstanding
Award may also be adjusted by the Administrator as to price, number of shares of
Common Stock subject to such Award and other terms to reflect the foregoing
events.  For the avoidance of doubt, the number of shares of Common
Stock subject to the Plan and reflected in this Plan document takes into account
the Company's 7 for 1 reversed stock split, effectuated April 24,
2008.




In the
event there shall be any other change in the number or kind of outstanding
shares of Common Stock of the Company, or any stock or other securities into
which such Common Stock shall have been changed, or for which it shall have been
exchanged, whether by reason of a Change of Control, merger, consolidation or
otherwise, then the Administrator shall, in its sole discretion, determine the
appropriate adjustment, if any, to be effected. In addition, in the event of
such change described in this paragraph, the Administrator may, to the extent
not accelerated pursuant to another provision of this Plan, accelerate the time
or times at which any Award may be exercised and may provide for cancellation of
any or all of accelerated Awards that are not exercised within a time prescribed
by the Administrator in its sole discretion. Notwithstanding anything to the
contrary herein, any adjustment to Options granted pursuant to this Plan
intended to qualify as ISOs shall comply with the applicable requirements,
provisions, and restrictions of the Code, and any adjustment to (or acceleration
of) of any Award subject to Code Section 409A or eligible for an exemption under
Code Section 409A shall comply with the applicable requirements of Code Section
409A or the exemption and the regulations applicable thereto.




No right
to purchase fractional shares shall result from any adjustment in Awards
pursuant to this Section 12. In case of any such adjustment, the shares
subject to the Award shall be rounded down to the nearest whole share. Notice of
any adjustment shall be given by the Company to each Participant, which shall
have been so adjusted and such adjustment (whether or not notice is given) shall
be effective and binding for all purposes of the Plan.




12


13.
              Performance-Based
      Compensation





(a)           General. The Administrator
may establish performance criteria and level of achievement versus such criteria
that shall determine the number of shares of Common Stock to be granted,
retained, vested, issued or issuable under or in settlement of or the amount
payable pursuant to an Award, which criteria may be based on Qualifying
Performance Criteria or other standards of financial performance and/or personal
performance evaluations. In addition, the Administrator may specify a percentage
of an Award that is intended to satisfy the requirements for “performance-based
compensation” under Section 162(m) of the Code, provided that the
performance criteria for any portion of an Award that is intended by the
Administrator to satisfy the requirements for “performance-based compensation”
under Section 162(m) of the Code shall be a measure based on one or more
Qualifying Performance Criteria selected by the Administrator and specified at
the time the Award is granted. The Administrator shall certify the extent to
which any Qualifying Performance Criteria has been satisfied, and the amount
payable as a result thereof, prior to payment, settlement or vesting of any
Award that is intended to satisfy the requirements for “performance-based
compensation” under Section 162(m) of the Code. Notwithstanding
satisfaction of any performance goals, the number of shares issued under or the
amount paid under an award may, to the extent specified in the Award Agreement,
be reduced by the Administrator on the basis of such further considerations as
the Administrator in its sole discretion shall determine.





(b)           Qualifying Performance
Criteria. For purposes of this Plan, the term “Qualifying Performance
Criteria” shall mean any one or more of the following performance criteria,
either individually, alternatively or in any combination, applied to either the
Company as a whole or to a business unit or Subsidiary, either individually,
alternatively or in any combination, and measured either annually or
cumulatively over a period of years, on an absolute basis or relative to a
pre-established target, to previous years’ results or to a designated comparison
group, in each case as specified by the Administrator: (i) cash flow
(before or after dividends), (ii) earnings per share (including earnings
before interest, taxes, depreciation and amortization), (iii) stock price,
(iv) return on equity, (v) total shareholder return, (vi) return
on capital (including return on total capital or return on invested capital),
(vii) return on assets or net assets, (viii) market capitalization,
(ix) economic value added, (x) debt leverage (debt to capital),
(xi) revenue, (xii) income or net income, (xiii) operating
income, (xiv) operating profit or net operating profit, (xv) operating
margin or profit margin, (xvi) return on operating revenue,
(xvii) cash from operations, (xviii) operating ratio,
(xix) operating revenue, (xx) customer service, (xxi) issuance of
equity or debt instruments of the Company, (xxii) product sales, or (xxiii)
other objective company or working group milestones. To the extent consistent
with Section 162(m) of the Code, the Administrator may appropriately adjust
any evaluation of performance under a Qualifying Performance Criteria to exclude
any of the following events that occurs during a performance period:
(i) asset write-downs, (ii) litigation, claims, judgments or
settlements, (iii) the effect of changes in tax law, accounting principles
or other such laws or provisions affecting reported results, (iv) accruals
for reorganization and restructuring programs and (v) any extraordinary,
unusual or non-recurring items as described in Accounting Principles Board
Opinion No. 30 and/or in management’s discussion and analysis of financial
condition and results of operations appearing in the Company’s Forms 10-K or
10-Q for the applicable year.




13


14.
              Transferability





Unless
the Administrator specifies otherwise, each Award may not be sold, transferred,
pledged, assigned, or otherwise alienated or hypothecated by a Participant other
than by will or the laws of descent and distribution, and each Option or Stock
Appreciation Right shall be exercisable only by the Participant during his or
her lifetime.  Notwithstanding the foregoing, if permitted by the
Administrator in its sole discretion, Awards may be transferred to a former
spouse if required by a qualified domestic relations order.




15.
              Compliance
      with Laws and Regulations





This
Plan, the grant, issuance, vesting, exercise and settlement of Awards hereunder,
and the obligation of the Company to sell, issue or deliver shares under such
Awards, shall be subject to all applicable foreign, federal, state and local
laws, rules and regulations and to such approvals by any governmental or
regulatory agency as may be required. The Company shall not be required to
register in a Participant’s name or deliver any shares prior to the completion
of any registration or qualification of such shares under any foreign, federal,
state or local law or any ruling or regulation of any government body which the
Administrator shall determine to be necessary or advisable. To the extent the
Company is unable to or the Administrator deems it infeasible to obtain
authority from any regulatory body having jurisdiction, which authority is
deemed by the Company’s counsel to be necessary to the lawful issuance and sale
of any shares hereunder, the Company and its Subsidiaries shall be relieved of
any liability with respect to the failure to issue or sell such shares as to
which such requisite authority shall not have been obtained. No Stock Option
shall be exercisable and no shares shall be issued and/or transferable under any
other Award unless a registration statement with respect to the shares
underlying such Stock Option is effective and current or the Company has
determined that such registration is unnecessary.




In the
event an Award is granted to or held by a Participant who is employed or
providing services outside the United States, the Administrator may, in its sole
discretion, modify the provisions of the Plan or of such Award as they pertain
to such individual to comply with applicable foreign law or to recognize
differences in local law, currency or tax policy. The Administrator may also
impose conditions on the grant, issuance, exercise, vesting, settlement or
retention of Awards in order to comply with such foreign law and/or to minimize
the Company’s obligations with respect to tax equalization for Participants
employed outside their home country.




16.
              Withholding





To the
extent required by applicable federal, state, local or foreign law, a
Participant shall be required to satisfy, in a manner satisfactory to the
Company, any withholding tax obligations that arise by reason of an Option
exercise, disposition of shares issued under an ISO, the vesting of or
settlement of deferred units under an Award, an election pursuant to
Section 83(b) of the Code or otherwise with respect to an Award. The
Company and its Subsidiaries shall not be required to issue shares of Common
Stock, make any payment or to recognize the transfer or disposition of shares
until such obligations are satisfied. The Administrator may permit these
obligations to be satisfied by having the Company withhold a portion of the
shares of Common Stock that otherwise would be issued to him or her upon
exercise of the Option or the vesting or settlement of an Award, or by tendering
shares previously acquired.




14


17.
              Administration
      of the Plan





(a)           Administrator of the Plan.
The Plan shall be administered by the Administrator, which shall be the
Compensation Committee of the Board of Directors or, in the absence of a
Compensation Committee, the Board of Directors itself. Any power of the
Administrator may also be exercised by the Board of Directors, except to the
extent that the grant or exercise of such authority would cause any Award or
transaction to become subject to (or lose an exemption under) the short-swing
profit recovery provisions of Section 16 of the Securities Exchange Act of
1934 or cause an Award designated as a Performance Award not to qualify for
treatment as performance-based compensation under Code Section 162(m). To
the extent that any permitted action taken by the Board conflicts with action
taken by the Administrator, the Board action shall control. The Compensation
Committee may by resolution authorize one or more officers of the Company to
perform any or all things that the Administrator is authorized and empowered to
do or perform under the Plan, and for all purposes under this Plan, such officer
or officers shall be treated as the Administrator; provided, however, that the
resolution so authorizing such officer or officers shall specify the total
number of Awards (if any) such officer or officers may award pursuant to such
delegated authority, and any such Award shall be subject to the form of Option
agreement theretofore approved by the Compensation Committee. No such officer
shall designate himself or herself or any Nonemployee Director as a recipient of
any Awards granted under authority delegated to such officer. In addition, the
Compensation Committee may delegate any or all aspects of the day-to-day
administration of the Plan to one or more officers or employees of the Company
or any Subsidiary, and/or to one or more agents.





(b)           Powers of Administrator.
Subject to the express provisions of this Plan, the Administrator shall be
authorized and empowered to do all things that it determines to be necessary or
appropriate in connection with the administration of this Plan, including,
without limitation: (i) to prescribe, amend and rescind rules and
regulations relating to this Plan and to define terms not otherwise defined
herein; (ii) to determine which persons are Participants, to which of such
Participants, if any, Awards shall be granted hereunder and the timing of any
such Awards, and to grant Awards; (iii) to grant Awards to Participants
and, to the extent not expressly provided in this Plan, determine the terms and
conditions thereof, including the number of shares subject to Awards and the
exercise or purchase price of such shares and the circumstances under which
Awards become exercisable or vested or are forfeited or expire, which terms may
but need not be conditioned upon the passage of time, continued employment, the
satisfaction of performance criteria, the occurrence of certain events, or other
factors; (iv) to establish and verify the extent of satisfaction of any
performance goals or other conditions applicable to the grant, issuance,
exercisability, vesting and/or ability to retain any Award; (v) to
prescribe and amend the terms of the agreements or other documents evidencing
Awards made under this Plan (which need not be identical) and the terms of or
form of any document or notice required to be delivered to the Company by
Participants under this Plan; (vi) to determine whether, and the extent to
which, adjustments are required pursuant to Section 12; (vii) to
interpret and construe this Plan, any rules and regulations under this Plan and
the terms and conditions of any Award granted hereunder, and to make exceptions
to any such provisions in good faith and for the benefit of the Company; and
(viii) to make all other determinations deemed necessary or advisable for
the administration of this Plan.




15


(c)           Determinations by the
Administrator. All decisions, determinations and interpretations by the
Administrator regarding the Plan, any rules and regulations under the Plan and
the terms and conditions of or operation of any Award granted hereunder, shall
be final and binding on all Participants, beneficiaries, heirs, assigns or other
persons holding or claiming rights under the Plan or any Award. The
Administrator shall consider such factors as it deems relevant, in its sole and
absolute discretion, to making such decisions, determinations and
interpretations including, without limitation, the recommendations or advice of
any officer or other employee of the Company and such attorneys, consultants and
accountants as it may select.





(d)           Subsidiary Awards. In the
case of a grant of an Award to any Participant employed by a Subsidiary, such
grant may, if the Administrator so directs, be implemented by the Company
issuing any subject shares to the Subsidiary, for such lawful consideration as
the Administrator may determine, upon the condition or understanding that the
Subsidiary will transfer the shares to the Participant in accordance with the
terms of the Award specified by the Administrator pursuant to the provisions of
the Plan. Notwithstanding any other provision hereof, such Award may be issued
by and in the name of the Subsidiary and shall be deemed granted on such date as
the Administrator shall determine.





(e)           Section 409A.  All
Awards granted under the Plan that are subject to (or potentially subject to)
Section 409A of the Code shall be administered in a manner consistent with the
requirements of Section 409A of the Code (and, to the extent possible, to avoid
treatment of the Award as subject to Section 409A).





18.
              Amendment of
      the Plan or Awards





The Board
may amend, alter or discontinue this Plan and the Administrator may amend, or
alter any agreement or other document evidencing an Award made under this Plan
but, except as provided pursuant to the provisions of Section 12, no such
amendment shall, without the approval of the shareholders of the
Company:




(a)           increase
the maximum number of shares for which Awards may be granted under this
Plan;





(b)           extend
the term of this Plan;





(c)           change
the class of persons eligible to be Participants;





(d)           otherwise
amend the Plan in any manner requiring shareholder approval by law or under the
applicable stock exchange listing requirements; or





(e)           increase
the individual maximum limits in Section 5(c).





No
amendment or alteration to the Plan or an Award or Award Agreement shall be made
which would materially impair the rights of the holder of an Award, without such
holder’s consent, provided that no such consent shall be required if the
Administrator determines in its sole discretion and prior to the date of any
change of control (as defined in the applicable Award Agreement) that such
amendment or alteration either is required or advisable in order for the
Company, the Plan or the Award to satisfy any law or regulation or to meet the
requirements of or avoid adverse financial accounting consequences under any
accounting standard.




16


19.
              No Liability
      of Company





The
Company and any Subsidiary or affiliate which is in existence or hereafter comes
into existence shall not be liable to a Participant or any other person as to:
(i) the non-issuance or sale of shares of Common Stock as to which the
Company has been unable to obtain from any regulatory body having jurisdiction
the authority deemed by the Company’s counsel to be necessary to the lawful
issuance and sale of any shares hereunder; and (ii) any tax consequence
expected, but not realized, by any Participant or other person due to the
receipt, exercise or settlement of any Award granted hereunder.




20.
                Non-Exclusivity
      of Plan





Neither
the adoption of this Plan by the Board of Directors nor the submission of this
Plan to the shareholders of the Company for approval shall be construed as
creating any limitations on the power of the Board of Directors or the
Administrator to adopt such other incentive arrangements as either may deem
desirable, including without limitation, the granting of restricted stock or
stock options otherwise than under this Plan, and such arrangements may be
either generally applicable or applicable only in specific cases.




21.
                Governing
      Law





This Plan
and all Award Agreements shall be governed by, and construed and enforced in
accordance with, the laws of the State of New York applicable to contracts made
and to be performed entirely within the State of New York.  Each party
subject to this Plan or any Award Agreement hereby irrevocably submits to the
exclusive jurisdiction of the state and federal courts sitting in the City and
County of New York for the adjudication of any dispute hereunder or under such
Award Agreement, and hereby irrevocably waives, and agrees not to assert in any
suit, action, or proceeding, any claim that it is not personally subject to the
jurisdiction of any such court, that such suit, action, or proceeding is brought
in an inconvenient forum, or that the venue of such suit, action, or proceeding
is improper.




22.
                No Right to
      Employment, Reelection or Continued
Service





Nothing
in this Plan or an Award Agreement shall interfere with or limit in any way the
right of the Company, its Subsidiaries and/or its affiliates to terminate any
Participant’s employment, service on the Board or service for the Company at any
time or for any reason not prohibited by law, nor confer upon any Participant
any right to continue his or her employment or service for any specified period
of time. Neither an Award nor any benefits arising under this Plan shall
constitute an employment contract with the Company, any Subsidiary and/or its
affiliates, accordingly, subject to Sections 4 and 19, this Plan and the
benefits hereunder may be terminated at any time in the sole and exclusive
discretion of the Board of Directors without giving rise to any liability on the
part of the Company, its Subsidiaries and/or its affiliates.




17