**Exhibit 10.1**

**CONCEPTUS,INC.**

**NINTHAMENDED AND RESTATED**

**2001EQUITY INCENTIVE PLAN**

**2001 Equity Incentive Plan**

**Adopted by the Board: March 21,2001**

**Approvedby Stockholders: May 16, 2001**

**Amended and Restated EquityIncentive Plan**

**Adopted by the Board: March 2002**

**Approvedby Stockholders: May 30, 2002**

**Second Amended and RestatedEquity Incentive Plan**

**Adopted by the Board: April 2003**

**Approvedby Stockholders: June 10, 2003**

**Third Amended and Restated EquityIncentive Plan**

**Adopted by the Board: March 2004**

**Approvedby Stockholders: June 1, 2004**

**Amendment to Third Amended andRestated Equity Incentive Plan**

**Adopted by the Board: March 2004**

**Approvedby Stockholders: June 1, 2004**

**Fourth Amended and RestatedEquity Incentive Plan**

**Adoptedby the Board: November 30, 2004**

**Fifth Amended and Restated EquityIncentive Plan**

**Adoptedby the Board: January 5, 2005**

**Sixth Amended and Restated EquityIncentive Plan**

**Adoptedby the Board: December 16, 2005**

**Seventh Amended and RestatedEquity Incentive Plan**

**Adoptedby the Board: February 10, 2006**

**Eighth Amended and RestatedEquity Incentive Plan**

**Adopted by the Board: April 2006**

**Approvedby Stockholders: June 7, 2006**

**Ninth Amended and Restated EquityIncentive Plan**

**Adoptedby the Board: April 12, 2007**

----

**TABLE OFCONTENTS**
|         | ** ** | ** **                                                            | ** ** | **Page** |
|---------|------------|-----------------------------------------------------------------------|------------|----------|
| **1.**  | ** ** | **PURPOSES OF THE PLAN**                                              | ** ** | **1**    |
| **2.**  | ** ** | **DEFINITIONS**                                                       | ** ** | **1**    |
| **3.**  | ** ** | **STOCK SUBJECT TO THE PLAN**                                         | ** ** | **4**    |
| **4.**  | ** ** | **ADMINISTRATION OF THE PLAN**                                        | ** ** | **5**    |
| **5.**  | ** ** | **ELIGIBILITY**                                                       | ** ** | **6**    |
| **6.**  | ** ** | **LIMITATIONS**                                                       | ** ** | **6**    |
| **7.**  | ** ** | **TERM OF PLAN**                                                      | ** ** | **7**    |
| **8.**  | ** ** | **TERM OF AWARDS**                                                    | ** ** | **7**    |
| **9.**  | ** ** | **OPTION EXERCISE PRICE AND CONSIDERATION**                           | ** ** | **7**    |
| **10.** | ** ** | **EXERCISE OF OPTION;**                                               | ** ** | **8**    |
| **11.** | ** ** | **NON-TRANSFERABILITY OF AWARDS**                                     | ** ** | **10**   |
| **12.** | ** ** | **GRANTS OF AWARDS TO INDEPENDENT DIRECTORS**                         | ** ** | **11**   |
| **13.** | ** ** | **RESTRICTED STOCK; STOCK PURCHASE RIGHTS**                           | ** ** | **11**   |
| **14.** | ** ** | **RESTRICTED STOCK UNITS**                                            | ** ** | **11**   |
| **15.** | ** ** | **STOCK APPRECIATION RIGHTS**                                         | ** ** | **12**   |
| **16.** | ** ** | **OTHER AWARDS**                                                      | ** ** | **14**   |
| **17.** | ** ** | **ADJUSTMENTS UPON CHANGES IN CAPITALIZATION,  MERGER OR ASSET SALE** | ** ** | **15**   |
| **18.** | ** ** | **TIME OF GRANTING AWARDS**                                           | ** ** | **17**   |
| **19.** | ** ** | **AMENDMENT AND TERMINATION OF THE PLAN**                             | ** ** | **17**   |
| **20.** | ** ** | **STOCKHOLDER APPROVAL**                                              | ** ** | **18**   |
| **21.** | ** ** | **INABILITY TO OBTAIN AUTHORITY**                                     | ** ** | **19**   |
| **22.** | ** ** | **RESERVATION OF SHARES**                                             | ** ** | **19**   |
| **23.** | ** ** | **INVESTMENT INTENT**                                                 | ** ** | **19**   |
| **24.** | ** ** | **GOVERNING LAW**                                                     | ** ** | **19**   |

 

----

**CONCEPTUS,INC.**

**NINTHAMENDED AND RESTATED 2001 EQUITY INCENTIVE PLAN**

1.             Purposes of thePlan.  The purposes of the Conceptus,Inc. Ninth Amended and Restated 2001 Equity Incentive Plan are to attract andretain the best available personnel for positions of substantialresponsibility, to provide additional incentive to Employees, Directors andConsultants and to promote the success of the Company’s business.  Options granted under the Plan may beIncentive Stock Options or Non-Qualified Stock Options, as determined by theAdministrator at the time of grant. Other Awards may also be granted under the Plan.

2.             Definitions.  As used herein, the following definitionsshall apply:

(a)           “Acquisition”means (i) any consolidation or merger of the Company with or into any othercorporation or other entity or person in which the stockholders of the Companyprior to such consolidation or merger own less than fifty percent (50%) of theCompany’s voting power immediately after such consolidation or merger,excluding any consolidation or merger effected exclusively to change thedomicile of the Company; or (ii) a sale of all or substantially all of theassets of the Company.

(b)           “Administrator”means the Board or the Committee responsible for conducting the generaladministration of the Plan, as applicable, in accordance with Section 4hereof.

(c)           “Applicable Laws”means the requirements relating to the administration of equity compensationplans under U.S. state corporate laws, U.S. federal and state securities laws,the Code, any stock exchange or quotation system on which the Common Stock islisted or quoted and the applicable laws of any foreign country or jurisdictionwhere Awards are granted under the Plan.

(d)           “Award” shallmean an Option, a Restricted Stock award, a Stock Appreciation Right award, aPerformance Share award, a Dividend Equivalents award, a Stock Payment award, aStock Purchase Right or a Restricted Stock Unit award granted to an eligibleindividual under the Plan.

(e)           “Award Agreement”means any written agreement, contract, or other instrument or documentevidencing an Award.

(f)            “Board” meansthe Board of Directors of the Company.

(g)           “Code” means theInternal Revenue Code of 1986, as amended, or any successor statute or statutesthereto.  Reference to any particularCode section shall include any successor section.

(h)           “Committee”means a committee appointed by the Board in accordance with Section 4hereof.

(i)            “Common Stock”means the Common Stock of the Company, par value $0.003 per share.

1

----

(j)            “Company” meansConceptus, Inc., a Delaware corporation.

(k)           “Consultant”means any consultant or adviser if: (i) the consultant or adviser rendersbona fide services to the Company or any Parent or Subsidiary of the Company;(ii) the services rendered by the consultant or adviser are not inconnection with the offer or sale of securities in a capital-raisingtransaction and do not directly or indirectly promote or maintain a market forthe Company’s securities; and (iii) the consultant or adviser is a naturalperson who has contracted directly with the Company or any Parent or Subsidiaryof the Company to render such services.

(l)            “Director”means a member of the Board.

(m)          “Employee” meansany person, including an Officer or Director, who is an employee (as defined inaccordance with Section 3401(c) of the Code) of the Company or any Parent orSubsidiary of the Company.  A ServiceProvider shall not cease to be an Employee in the case of (i) any leave ofabsence approved by the Company or (ii) transfers between locations of theCompany or between the Company, its Parent, any Subsidiary, or anysuccessor.  For purposes of IncentiveStock Options, no such leave may exceed ninety (90) days, unless reemploymentupon expiration of such leave is guaranteed by statute or contract.  Neither service as a Director nor payment ofa director’s fee by the Company shall be sufficient, by itself, to constitute “employment”by the Company.

(n)           “EquityRestructuring” shall mean a non-reciprocal transaction between the Companyand its stockholders, such as a stock dividend, stock split, spin-off, rightsoffering or recapitalization through a large, nonrecurring cash dividend, thataffects shares of Common Stock (or other securities of the Company) or theshare price of Common Stock (or of other securities) and causes a change in theper share value of the Common Stock underlying outstanding Awards.

(o)           “Exchange Act”means the Securities Exchange Act of 1934, as amended, or any successor statuteor statutes thereto.  Reference to any particularExchange Act section shall include any successor section.

(p)           “Fair Market Value”means, as of any date, the value of a share of Common Stock determined asfollows:

(i)            If the Common Stock islisted on any established stock exchange or a national market system,including, without limitation, the Nasdaq Global Select Market, the NasdaqGlobal Market or the Nasdaq Capital Market, its Fair Market Value shall be theclosing sales price for a share of such stock (or the closing bid, if no saleswere reported) as quoted on such exchange or system on the day of determination(or the most recent day on which sales were reported if none were reported onsuch date), as reported in The Wall Street Journal or such other source as theAdministrator deems reliable;

(ii)           If the Common Stock isregularly quoted by a recognized securities dealer but selling prices are notreported, its Fair Market Value shall be the mean between the high bid and lowasked prices for a share of the Common Stock on the day of determination (orthe most recent day on which bid and asked prices were reported if none werereported on such date); or

2

----

(iii)          In the absence of anestablished market for the Common Stock, the Fair Market Value thereof shall bedetermined in good faith by the Administrator.

(q)           “Full Value Award”means any Award other than an Option or other Award for which the Participantpays the intrinsic value (whether directly or by forgoing a right to receive apayment from the Company).

(r)            “Holder” meansa person who has been granted or awarded an Award or who holds Shares acquiredpursuant to the exercise of an Award.

(s)           “Incentive StockOption” means an Option intended to qualify as an incentive stock optionwithin the meaning of Section 422 of the Code and which is designated asan Incentive Stock Option by the Administrator.

(t)            “IndependentDirector” means a Director who is not an Employee of the Company.

(u)           “IndependentDirector Equity Compensation Policy” shall have the meaning set forth inSection 12.

(v)           “Non-Qualified StockOption” means an Option (or portion thereof) that is not designated as anIncentive Stock Option by the Administrator, or which is designated as anIncentive Stock Option by the Administrator but fails to qualify as anincentive stock option within the meaning of Section 422 of the Code.

(w)          “Officer” means aperson who is an officer of the Company within the meaning of Section 16of the Exchange Act and the rules and regulations promulgated thereunder.

(x)            “Option” meansa stock option granted pursuant to the Plan.

(y)           “Option Agreement”means a written agreement between the Company and a Holder evidencing the termsand conditions of an individual Option grant. The Option Agreement is subject to the terms and conditions of the Plan.

(z)            “Parent” meansany corporation, whether now or hereafter existing (other than the Company), inan unbroken chain of corporations ending with the Company if each of thecorporations other than the last corporation in the unbroken chain owns stockpossessing more than fifty percent of the total combined voting power of allclasses of stock in one of the other corporations in such chain.

(aa)         “Performance Share”means a right granted to a Holder pursuant to Section 16, to receive cash,Stock, or other Awards, the payment of which is contingent upon achievingcertain performance goals established by the Committee.

(bb)         “Plan” means theConceptus, Inc. Ninth Amended and Restated 2001 Equity Incentive Plan.

3

----

(cc)         “Restricted Stock”means Shares (i) acquired pursuant to the exercise of an unvested Option inaccordance with Section 10(h) below or pursuant to a Stock Purchase Rightgranted under Section 13 below or (ii) issued pursuant to a RestrictedStock award under Section 13 below.

(dd)         “Restricted Stock Unit”means a right to receive a specified number of shares of Common Stock duringspecified time periods pursuant to Section 14.

(ee)         “Rule 16b-3” meansthat certain Rule 16b-3 under the Exchange Act, as such Rule may be amendedfrom time to time.

(ff)           “Securities Act”means the Securities Act of 1933, as amended, or any successor statute orstatutes thereto.  Reference to anyparticular Securities Act section shall include any successor section.

(gg)         “Service Provider”means an Employee, Director or Consultant.

(hh)         “Share” means ashare of Common Stock, as adjusted in accordance with Section 17 below.

(ii)           “Stock AppreciationRight” or “SAR” means a right granted pursuant to Section 15 to receive apayment equal to the excess of the Fair Market Value of a specified number ofshares of Common Stock on the date the SAR is exercised over the Fair MarketValue on the date the SAR was granted as set forth in the applicable AwardAgreement.

(jj)           “Stock Payment”means (a) a payment in the form of Shares, or (b) an option or other right topurchase Shares, as part of any bonus, deferred compensation or otherarrangement, made in lieu of all or any portion of the compensation, grantedpursuant to Section 16.

(kk)         “Stock Purchase Right”means a right to purchase Common Stock pursuant to Section 13 below.

(ll)           “Subsidiary”means any corporation, whether now or hereafter existing (other than theCompany), in an unbroken chain of corporations beginning with the Company ifeach of the corporations other than the last corporation in the unbroken chainowns stock possessing more than fifty percent of the total combined votingpower of all classes of stock in one of the other corporations in such chain.

3.             Stock Subject tothe Plan.  Subject to the provisionsof Section 17 of the Plan, the shares of stock subject to Awards shall beCommon Stock, initially shares of the Company’s Common Stock, par value $0.003per share.  Subject to the provisions ofSection 17 of the Plan, the maximum aggregate number of Shares which maybe issued or transferred pursuant to Awards under the Plan is 4,000,000Shares.  Shares issued pursuant to anAward may be authorized but unissued, or reacquired Common Stock.  To the extent that an Award terminates,expires, or lapses for any reason, any Shares subject to the Award shall againbe available for the grant of an Award pursuant to the Plan.  Additionally, any Shares tendered or withheldto satisfy the grant or exercise price or tax withholding obligation pursuantto any Award shall again be available for the grant of an Award pursuant to thePlan, subject to the limitations of this Section 3.  If Shares of Restricted Stock are repurchasedby the

4

----

Company at their originalpurchase price, if any, such Shares shall become available for future grantunder the Plan.  Notwithstanding theprovisions of this Section 3, no Shares may again be optioned, granted orawarded if such action would cause an Incentive Stock Option to fail to qualifyas an Incentive Stock Option under Section 422 of the Code.

4.             Administration ofthe Plan.

(a)           Administrator.  Either the Board or a Committee of the Boarddelegated administrative authority hereunder shall administer the Plan and, inthe case of a Committee, the Committee shall consist solely of two or moreIndependent Directors each of whom is both an “outside director,” within themeaning of Section 162(m) of the Code, and a “non-employee director” within themeaning of Rule 16b-3.  Within the scopeof such authority, the Board or the Committee may (i) delegate to a committeeof one or more members of the Board who are not Independent Directors theauthority to grant awards under the Plan to eligible persons who are either (1)not then “covered employees,” within the meaning of Section 162(m) of the Codeand are not expected to be “covered employees” at the time of recognition ofincome resulting from such award or (2) not persons with respect to whom theCompany wishes to comply with Section 162(m) of the Code and/or (ii) delegateto a committee of one or more members of the Board who are not “non-employeedirectors,” within the meaning of Rule 16b-3, the authority to grant awardsunder the Plan to eligible persons who are not then subject to Section 16 ofthe Exchange Act.  The Board may abolishthe Committee at any time and revest in the Board the administration of thePlan.  Appointment of Committee membersshall be effective upon acceptance of appointment. Committee members may resignat any time by delivering written notice to the Board.  Vacancies in the Committee may be filled onlyby the Board.

(b)           Powers of theAdministrator.  Subject to theprovisions of the Plan and the specific duties delegated by the Board to suchCommittee, and subject to the approval of any relevant authorities, theAdministrator shall have the authority in its sole discretion:

(i)            to determine the FairMarket Value;

(ii)           to select the ServiceProviders to whom Awards may from time to time be granted hereunder;

(iii)          to determine the numberof Shares to be covered by each such Award granted hereunder;

(iv)          to approve forms ofagreement for use under the Plan;

(v)           to determine the termsand conditions of any Award granted hereunder (such terms and conditionsinclude, but are not limited to, the exercise price, the time or times whenAwards may vest or be exercised (which may be based on performance criteria),any vesting acceleration or waiver of forfeiture restrictions, and anyrestriction or limitation regarding any Award or the Common Stock relatingthereto, based in each case on such factors as the Administrator, in its solediscretion, shall determine);

5

----

(vi)          to determine whether tooffer to buyout a previously granted Option as provided insubsection 10(i) and to determine the terms and conditions of such offerand buyout (including whether payment is to be made in cash or Shares);

(vii)         to prescribe, amend andrescind rules and regulations relating to the Plan, including rules andregulations relating to sub-plans established for the purpose ofqualifying for preferred tax treatment under foreign tax laws;

(viii)        to allow Holders tosatisfy withholding tax obligations by electing to have the Company withholdfrom the Shares to be issued pursuant to an Award that number of Shares havinga Fair Market Value equal to the minimum amount required to be withheld basedon the statutory withholding rates for federal and state tax purposes thatapply to supplemental taxable income. The Fair Market Value of the Shares to be withheld shall be determinedon the date that the amount of tax to be withheld is to be determined.  All elections by Holders to have Shareswithheld for this purpose shall be made in such form and under such conditionsas the Administrator may deem necessary or advisable;

(ix)           to amend the Plan orany Award granted under the Plan as provided in Section 20; and

(x)            to construe andinterpret the terms of the Plan and Awards granted pursuant to the Plan and toexercise such powers and perform such acts as the Administrator deems necessaryor desirable to promote the best interests of the Company which are not inconflict with the provisions of the Plan.

(c)           Effect ofAdministrator’s Decision.  Alldecisions, determinations and interpretations of the Administrator shall befinal and binding on all Holders.

5.             Eligibility.  Awards other than Incentive Stock Options maybe granted to Service Providers. Incentive Stock Options may be granted only to Employees.  If otherwise eligible, a Service Provider whohas been granted an Award may be granted additional Awards.  Each Independent Director shall be eligibleto be granted Awards pursuant to the Independent Director Equity CompensationPolicy described in Section 12.

6.             Limitations.

(a)           Each Option shall bedesignated by the Administrator in the Option Agreement as either an IncentiveStock Option or a Non-Qualified Stock Option. However, notwithstanding such designations, to the extent that theaggregate Fair Market Value of Shares subject to a Holder’s Incentive StockOptions and other incentive stock options granted by the Company, any Parent orSubsidiary, which become exercisable for the first time during any calendaryear (under all plans of the Company or any Parent or Subsidiary) exceeds$100,000, such excess Options or other options shall be treated asNon-Qualified Stock Options.

For purposes of thisSection 6(a), Incentive Stock Options shall be taken into account in theorder in which they were granted, and the Fair Market Value of the Shares shallbe determined as of the time of grant.

6

----

(b)           Neither the Plan norany Award shall confer upon a Holder any right with respect to continuing theHolder’s employment or consulting relationship with the Company, nor shall theyinterfere in any way with the Holder’s right or the Company’s right toterminate such employment or consulting relationship at any time, with orwithout cause.

(c)           The maximum number ofshares of Common Stock with respect to one or more Awards that may be grantedto any one Service Provider during a calendar year shall be 800,000.  Notwithstanding the foregoing, the maximumnumber of shares of Common Stock with respect to one or more Full Value Awardsthat may be granted to any one Service Provider during a calendar year shall be300,000.  The limitations in this Section6(c) shall be adjusted proportionately in connection with any change in theCompany’s capitalization as described in Section 17.  For purposes of this Section 6(c), if anOption is canceled in the same calendar year it was granted (other than inconnection with a transaction described in Section 17), the canceled Optionwill be counted against the limit set forth in this Section 6(c).  For this purpose, if the exercise price of anOption is reduced, the transaction shall be treated as a cancellation of theOption and the grant of a new Option.

7.             Term of Plan.  The Plan became effective upon its initialadoption by the Board on March 21, 2001 and shall continue in effect until itis terminated under Section 20 of the Plan.  No Awards may be issued under the Plan afterMarch 21, 2011, the tenth (10th) anniversary of the date upon which the Planwas initially adopted by the Board.

8.             Term of Awards.  The term of each Award shall be stated in theAward Agreement; *provided, however*, that the termshall be no more than ten (10) years from the date of grant thereof.  In the case of an Incentive Stock Optiongranted to a Holder who, at the time the Option is granted, owns (or is treatedas owning under Code Section 424) stock representing more than ten percent(10%) of the voting power of all classes of stock of the Company or any Parentor Subsidiary, the term of the Option shall be five (5) years from the date ofgrant or such shorter term as may be provided in the Option Agreement.

9.             Option ExercisePrice and Consideration.

(a)           The per share exerciseprice for the Shares to be issued upon exercise of an Option shall be suchprice as is determined by the Administrator, but shall be subject to thefollowing:

(i)            In the case of anIncentive Stock Option

(A)          granted to an Employeewho, at the time of grant of such Option, owns (or is treated as owning underCode Section 424) stock representing more than ten percent (10%) of the votingpower of all classes of stock of the Company or any Parent or Subsidiary, theper Share exercise price shall be no less than one hundred ten percent (110%)of the Fair Market Value per Share on the date of grant.

(B)           granted to any otherEmployee, the per Share exercise price shall be no less than one hundredpercent (100%) of the Fair Market Value per Share on the date of grant.

(b)           The consideration to bepaid for the Shares to be issued upon exercise of an Option, including themethod of payment, shall be determined by the Administrator.  Such consideration may consist of(1) cash, (2) check, (3) with the consent of the Administrator,other

7

----

Shares which (x) inthe case of Shares acquired from the Company, have been owned by the Holder formore than six (6) months on the date of surrender, and (y) have a FairMarket Value on the date of surrender equal to the aggregate exercise price ofthe Shares as to which such Option shall be exercised, (4) with theconsent of the Administrator, surrendered Shares then issuable upon exercise ofthe Option having a Fair Market Value on the date of exercise equal to theaggregate exercise price of the Option or exercised portion thereof,(5) property of any kind which constitutes good and valuable consideration(6) with the consent of the Administrator, delivery of a notice that theHolder has placed a market sell order with a broker with respect to Shares thenissuable upon exercise of the Options and that the broker has been directed topay a sufficient portion of the net proceeds of the sale to the Company insatisfaction of the Option exercise price, *provided,* thatpayment of such proceeds is then made to the Company upon settlement of suchsale, or (7) with the consent of the Administrator, any combination of theforegoing methods of payment.

10.           Exercise of Option;(a)Vesting; Fractional Exercises. Options granted hereunder shall be vested and exercisable according tothe terms hereof at such times and under such conditions as determined by theAdministrator and set forth in the Option Agreement.  An Option may not be exercised for a fractionof a Share.

(a)           All Options shall besubject to such additional terms and conditions as determined by theAdministrator and shall be evidenced by a written Option Agreement.  In the event that the exercise price of anOption is intended to be below the Fair Market Value per Share on the date ofgrant, such Option Agreement may also include limitations regarding theexercise of such Option and may provide that such exercise is subject tocertain terms and restrictions, including but not limited to, an election, byspecified date, of the Holder, regarding such Option, to****the extent such terms andrestrictions are required so as not cause the Option or the shares of CommonStock issuable pursuant to the exercise of such Option to be includable in thegross income of the Holder under Section 409A of the Code prior to such timesor occurrence of such events, as permitted by the Code and the regulations andother guidance thereunder (including, without limitation, Section 409A of theCode, and the regulations and other guidance issued by the Secretary of theTreasury thereunder).

(b)           Deliveries uponExercise.  All or a portion of anexercisable Option shall be deemed exercised upon delivery of all of thefollowing to the Secretary of the Company or his or her office:

(i)            A written orelectronic notice complying with the applicable rules established by theAdministrator stating that the Option, or a portion thereof, is exercised.  The notice shall be signed by the Holder orother person then entitled to exercise the Option or such portion of the Option;

(ii)           Such representationsand documents as the Administrator, in its sole discretion, deems necessary oradvisable to effect compliance with Applicable Laws.  The Administrator may, in its solediscretion, also take whatever additional actions it deems appropriate toeffect such compliance, including, without limitation, placing legends on sharecertificates and issuing stop transfer notices to agents and registrars;

(iii)          Upon the exercise of allor a portion of an unvested Option pursuant to Section 10(h), a RestrictedStock purchase agreement in a form determined by the Administrator and signedby the Holder or other person then entitled to exercise the Option or suchportion of the Option; and

8

----

(iv)          In the event that theOption shall be exercised pursuant to Section 10(f) by any person or personsother than the Holder, appropriate proof of the right of such person or personsto exercise the Option.

(c)           Conditions toDelivery of Share Certificates.  TheCompany shall not be required to issue or deliver any certificate orcertificates for Shares purchased upon the exercise of any Option or portionthereof prior to fulfillment of all of the following conditions:

(i)            The admission of suchShares to listing on all stock exchanges on which such class of stock is thenlisted;

(ii)           The completion of anyregistration or other qualification of such Shares under any state or federallaw, or under the rulings or regulations of the Securities and ExchangeCommission or any other governmental regulatory body which the Administratorshall, in its sole discretion, deem necessary or advisable;

(iii)          The obtaining of anyapproval or other clearance from any state or federal governmental agency whichthe Administrator shall, in its sole discretion, determine to be necessary oradvisable;

(iv)          The lapse of such reasonableperiod of time following the exercise of the Option as the Administrator mayestablish from time to time for reasons of administrative convenience; and

(v)           The receipt by theCompany of full payment for such Shares, including payment of any applicablewithholding tax, which in the sole discretion of the Administrator may be inthe form of consideration used by the Holder to pay for such Shares underSection 9(b).

(d)           Termination ofRelationship as a Service Provider. If a Holder ceases to be a Service Provider other than by reason of theHolder’s disability or death, such Holder may exercise his or her Option withinsuch period of time as is specified in the Option Agreement to the extent thatthe Option is vested on the date of termination.  In the absence of a specified time in theOption Agreement, the Option shall remain exercisable for three (3) monthsfollowing the Holder’s termination.  If,on the date of termination, the Holder is not vested as to his or her entireOption, the Shares covered by the unvested portion of the Option immediatelycease to be issuable under the Option and shall again become available forissuance under the Plan.  If, aftertermination, the Holder does not exercise his or her Option within the timeperiod specified herein, the Option shall terminate, and the Shares covered bysuch Option shall again become available for issuance under the Plan.

(e)           Disability of Holder.  If a Holder ceases to be a Service Provideras a result of the Holder’s disability, the Holder may exercise his or herOption within such period of time as is specified in the Option Agreement tothe extent the Option is vested on the date of termination.  In the absence of a specified time in theOption Agreement, the Option shall remain exercisable for twelve(12) months following the Holder’s termination.  If such disability is not a “disability” assuch term is defined in Section 22(e)(3) of the Code, in the case of anIncentive Stock Option such Incentive Stock

9

----

Option shallautomatically cease to be treated as an Incentive Stock Option and shall betreated for tax purposes as a Non-Qualified Stock Option from and after the daywhich is three (3) months and one (1) day following such termination.  If, on the date of termination, the Holder isnot vested as to his or her entire Option, the Shares covered by the unvestedportion of the Option shall immediately cease to be issuable under the Optionand shall again become available for issuance under the Plan.  If, after termination, the Holder does not exercisehis or her Option within the time specified herein, the Option shall terminate,and the Shares covered by such Option shall again become available for issuanceunder the Plan.

(f)            Death of Holder.  If a Holder dies while a Service Provider,the Option may be exercised within such period of time as is specified in theOption Agreement, by the Holder’s estate or by a person who acquires the rightto exercise the Option by bequest or inheritance, but only to the extent thatthe Option is vested on the date of death. In the absence of a specified time in the Option Agreement, the Optionshall remain exercisable for twelve (12) months following the Holder’stermination.  If, at the time of death,the Holder is not vested as to his or her entire Option, the Shares covered bythe unvested portion of the Option shall immediately cease to be issuable underthe Option and shall again become available for issuance under the Plan.  The Option may be exercised by the executoror administrator of the Holder’s estate or, if none, by the person(s) entitledto exercise the Option under the Holder’s will or the laws of descent ordistribution.  If the Option is not soexercised within the time specified herein, the Option shall terminate, and theShares covered by such Option shall again become available for issuance underthe Plan.

(g)           Regulatory Extension.  A Holder’s Option Agreement may provide thatif the exercise of the Option following the termination of the Holder’s statusas a Service Provider (other than upon the Holder’s death or Disability) wouldbe prohibited at any time solely because the issuance of shares would violatethe registration requirements under the Securities Act, then the Option shallterminate on the earlier of (i) the expiration of the term of the Option setforth in Section 8 or (ii) the expiration of a period of three (3) months afterthe termination of the Holder’s status as a Service Provider during which theexercise of the Option would not be in violation of such registrationrequirements.

(h)           Early Exercisability.  The Administrator may provide in the terms ofa Holder’s Option Agreement that the Holder may, at any time before the Holder’sstatus as a Service Provider terminates, exercise the Option in whole or inpart prior to the full vesting of the Option; *provided,however*, that Shares acquired upon exercise of an Option which hasnot fully vested may be subject to any forfeiture, transfer or otherrestrictions as the Administrator may determine in its sole discretion.

(i)            Buyout Provisions.  Subject to the provisions of Section 17(e),the Administrator may at any time offer to buyout for a payment in cash orShares, an Option previously granted, based on such terms and conditions as theAdministrator shall establish and communicate to the Holder at the time thatsuch offer is made.

11.           Non-Transferabilityof Awards.  Awards may not be sold,pledged, assigned, hypothecated, transferred, or disposed of in any mannerother than by will or by the laws of descent or distribution and may beexercised, during the lifetime of the Holder, only by the Holder.

10

----

12.           Grants of Awards toIndependent Directors. Notwithstanding anything herein to the contrary, the grant of any Awardto an Independent Director shall be made by the Board pursuant to a writtenpolicy or program which may be recommended by a Committee of the Board andapproved by the Board (the “Independent Director Equity Compensation Policy”)in its discretion.  The IndependentDirector Equity Compensation Policy shall set forth the type of Award(s) to begranted to Independent Directors, the number of Shares to be subject toIndependent Director Awards, the conditions on which such Awards shall begranted, become exercisable and/or payable and expire, and such other terms andconditions as may be set forth in the Independent Director Equity CompensationPolicy and determined by the Board in its discretion.

13.           Restricted Stock;Stock Purchase Rights.

(a)           Restricted Stock;Rights to Purchase.  Restricted Stockand/or Stock Purchase Rights may be issued either alone, in addition to, or intandem with Options granted under the Plan and/or cash awards made outside ofthe Plan.  After the Administratordetermines that it will offer Restricted Stock or Stock Purchase Rights underthe Plan, it shall advise the offeree in writing of the terms, conditions andrestrictions related to the offer, including the number of Shares that suchperson shall be entitled to purchase, the price to be paid, if any, and thetime within which such person must accept such offer.  The offer shall beaccepted by execution of a Restricted Stock purchase agreement in the formdetermined by the Administrator.

(b)           Repurchase Right;Forfeiture.  Unless the Administratordetermines otherwise, the Restricted Stock purchase agreement shall grant theCompany the right to repurchase Shares acquired upon exercise of a StockPurchase Right or provide for the forfeiture of Shares acquired pursuant to aRestricted Stock award upon the termination of the purchaser’s status as aService Provider for any reason.  Thepurchase price for Shares repurchased by the Company pursuant to suchrepurchase right, if any, and the rate at which such repurchase right or anyforfeiture provision shall lapse shall be determined by the Administrator inits sole discretion, and shall be set forth in the Restricted Stock purchaseagreement.

(c)           Other Provisions.  The Restricted Stock purchase agreement shallcontain such other terms, provisions and conditions not inconsistent with thePlan as may be determined by the Administrator in its sole discretion.

(d)           Rights as aShareholder.  Once the Stock PurchaseRight is exercised or the Restricted Stock is issued, the purchaser shall haverights equivalent to those of a shareholder and shall be a shareholder when hisor her purchase or award is entered upon the records of the duly authorizedtransfer agent of the Company.  Noadjustment shall be made for a dividend or other right for which the recorddate is prior to the date the Stock Purchase Right is exercised or RestrictedStock is awarded, except as provided in Section 17 of the Plan.

14.           Restricted StockUnits.

Any ServiceProvider selected by the Administrator may be granted an award of RestrictedStock Units in the manner determined from time to time by the Administrator.

11

----

(a)           The vesting ofRestricted Stock Units shall be determined by the Administrator and may belinked to specific performance criteria determined to be appropriate by theAdministrator, in each case on a specified date or dates or over any period orperiods determined by the Administrator. Common Stock underlying a Restricted Stock Unit award will not be issueduntil the Restricted Stock Unit award has vested, pursuant to a vestingschedule or performance criteria set by the Administrator.

(b)           Unlessotherwise provided by the Administrator, a Holder awarded Restricted StockUnits shall have no rights as a Company stockholder with respect to suchRestricted Stock Units until such time as the Restricted Stock Units havevested and the Common Stock underlying the Restricted Stock Units has beenissued.

(c)           AllRestricted Stock Units shall be subject to such additional terms and conditionsas determined by the Administrator and shall be evidenced by a written AwardAgreement.  Such Award Agreement may alsoinclude limitations regarding the distribution of payments due pursuant to suchRestricted Stock Units and may provide that such payments are subject to anelection, by a certain date, of the Holder to whom such payment is to beawarded, to****theextent such limitations and elections are required so as not cause anyRestricted Stock Unit Award or the shares of Common Stock or cash issuablepursuant to any Restricted Stock Unit Award (or other amounts issuable ordistributable) to be includable in the gross income of the Holder under Section409A of the Code prior to such times or occurrence of such events, as permittedby the Code and the regulations and other guidance thereunder (including,without limitation, Section 409A of the Code, and the regulations and otherguidance issued by the Secretary of the Treasury thereunder).

15.           Stock Appreciation Rights.

A StockAppreciation Right may be granted to any Service Provider selected by theAdministrator.  A Stock AppreciationRight may be granted (a) in connection and simultaneously with the grantof an Option, (b) with respect to a previously granted Option, or(c) independent of an Option.  AStock Appreciation Right shall be subject to such terms and conditions notinconsistent with the Plan as the Administrator shall impose and shall beevidenced by an Award Agreement.

(a)           CoupledStock Appreciation Rights.  A CoupledStock Appreciation Right (“CSAR”) shall be related to a particularOption and shall be exercisable only when and to the extent the related Optionis exercisable.

(i)            ACSAR may be granted to a Holder for no more than the number of shares subjectto the simultaneously or previously granted Option to which it is coupled.

(ii)           A CSAR shall entitlethe Holder (or other person entitled to exercise the Option pursuant to thePlan) to surrender to the Company unexercised a portion of the Option to whichthe CSAR relates (to the extent then exercisable pursuant to its terms) and toreceive from the Company in exchange therefor an amount determined bymultiplying the difference obtained by subtracting the Option exercise pricefrom the Fair Market Value of a share of Common Stock on the date of exerciseof the CSAR by the number of shares of Common Stock with respect to which theCSAR shall have been exercised, subject to any limitations the Administratormay impose.

(b)           Independent StockAppreciation Rights.  An IndependentStock Appreciation Right (“ISAR”) shall be unrelated to any Option andshall have a term set by the Administrator. An ISAR shall be exercisable in such installments as the Administratormay determine.  An ISAR shall

12

----

cover such number ofshares of Common Stock as the Administrator may determine.  The exercise price per share of Common Stocksubject to each ISAR shall be set by the Administrator; *provided, however*, that, the Administrator in its sole and absolute discretion mayprovide that the ISAR may be exercised subsequent to a termination ofemployment or service, as applicable, or following an Acquisition of theCompany, or because of the Holder’s retirement, death or disability, orotherwise.  An ISAR shall entitlethe Holder (or other person entitled to exercise the ISAR pursuant to the Plan)to exercise all or a specified portion of the ISAR (to the extent then exercisablepursuant to its terms) and to receive from the Company an amount determined bymultiplying the difference obtained by subtracting the exercise price per shareof the ISAR from the Fair Market Value of a share of Common Stock on the dateof exercise of the ISAR by the number of shares of Common Stock with respect towhich the ISAR shall have been exercised, subject to any limitations theAdministrator may impose.

(c)           Payment andLimitations on Exercise, Distribution. Payment of the amounts determined under Section 15(a) and 15(b) aboveshall be in cash, in Common Stock (based on its Fair Market Value as of thedate the Stock Appreciation Right is exercised) or a combination of both, asdetermined by the Administrator.

(i)            The Administrator shall determine theterms and procedures regarding the payment of amounts determined under Section15(a) and 15(b) above, and may provide that such payments are subject to anelection by the Holder to whom such payment is to be awarded, in accordancewith this Section 15(c).  Specifically,****theCommittee may provide for the deferral of the payment issuable pursuant to aStock Appreciation Right at the election of the Holder to whom such award is tobe awarded in accordance with the terms of this Section 15(c).

(A)          Subject to the paragraph(B) below, any election of a Holder to defer the issuance of payment pursuantto Stock Appreciation Right shall be made not later than the close of thetaxable year preceding the first taxable year in which such Holder performsservices for such Stock Appreciation Right or related Option, in the case of aCSAR.

(B)           In the case of thefirst year in which a Holder becomes eligible to participate in the Plan, anyelection of such Holder to defer the payment pursuant to a Stock AppreciationRight may be made with respect to services to be performed subsequent to theelection within thirty (30) days after the date such Holder becomes eligible toparticipate in the Plan.

(C)           A Holder, under suchterms as the Administrator shall determine in its sole discretion, may elect toreceive the shares of Common Stock or cash issuable pursuant to a StockAppreciation Right upon one or more of the following events:

(i)             a date specified insuch election,

(ii)            the termination ofHolder,

(iii)           an Unforeseeable Emergencyof such Holder;

(iv)           a Change in Control;

13

----

(v)            death; or

(vi)           Qualified Disability;

provided, however,in the case of a Holder who is a “key employee” as defined in Code Section416(i) (determined without regard to paragraph (5) thereof) of the Company, thepayment issuable pursuant to Holder’s termination shall not be made before thedate which is six (6) months after the date of such termination.

(D)          A deferral election madeby a Holder shall be irrevocable and shall not be amended, modified or terminatedby such Holder.

(E)           Prohibition onAcceleration of Distributions.

The termsregarding the issuance of payments pursuant to a Stock Appreciation Right shallnot be amended, modified or terminated in any manner which permits theacceleration of the time or schedule of such issuance of shares of Common Stockor cash.

(F)           Limitation ofDistributions.  Notwithstanding theprovisions of this section, shares of Common Stock or cash shall be issuablepursuant to a Stock Appreciation Right at such times or upon such events as arespecified in Section 15(c)(i)(C) above and the terms of the Award Agreementonly to the extent the issuance or distribution at such times or upon suchevents under such terms will not cause the Award or the shares of Common Stock orcash issuable pursuant to the Award (or other amounts issuable ordistributable) to be includable in the gross income of the Holder under Section409A of the Code prior to such times or occurrence of such events, as permittedby the Code and the regulations and other guidance thereunder (including,without limitation, Section 409A of the Code, and the regulations and otherguidance issued by the Secretary of the Treasury thereunder).

(G)           For purposes of thisSection 15, the “Unforeseeable Emergency” of a Holder shall mean a severefinancial hardship to such Holder resulting from:  (i) an illness or accident of such Holder, orthe spouse or a dependent (as defined in Code Section 152(a)) of such Holder,(ii) the loss of such Holder property due to casualty, or (iii) other similarextraordinary and unforeseeable circumstances arising as a result of eventsbeyond the control of such Holder.  Forpurposes of this Section 15, “Qualified Disability” shall mean the Holder is “disabled,”as such term is defined in Section 409A of the Code, and the regulations andother guidance issued by the Secretary of the Treasury thereunder.  For purposes of this Section 15, “Change inControl” shall mean a change in control as defined as in Section 409A of theCode, and the regulations and other guidance issued by the Secretary of theTreasury thereunder.

16.           Other Awards.

(a)           Performance ShareAwards.  Any Service Providerselected by the Committee may be granted one or more Performance Share awardswhich may be denominated in a number of Shares or in a dollar value of Sharesand which may be linked to any one or more specific performance criteriadetermined appropriate by the Committee, in each case on a specified date ordates or over any period or periods determined by the Committee.  In making such determinations, the Committeeshall consider (among such other factors as it deems relevant in light of thespecific type of award) the contributions, responsibilities and othercompensation of the particular Holder.

14

----

(b)           Dividend Equivalents.  Any Service Provider selected by theCommittee may be granted Dividend Equivalents based on the dividends declaredon the shares of Stock that are subject to any Award, to be credited as ofdividend payment dates, during the period between the date the Award is grantedand the date the Award is exercised, vests or expires, as determined by theCommittee.  Such Dividend Equivalentsshall be converted to cash or additional Shares by such formula and at suchtime and subject to such limitations as may be determined by the Committee.

(c)           Stock Payments.  Any Service Provider selected by theCommittee may receive Stock Payments in the manner determined from time to timeby the Committee.  The number of sharesshall be determined by the Committee and may be based upon specific performancecriteria determined appropriate by the Committee, determined on the date suchStock Payment is made or on any date thereafter.

17.           Adjustments uponChanges in Capitalization, Merger or Asset Sale.

(a)           In the event that theAdministrator determines that other than an Equity Restructuring any dividendor other distribution (whether in the form of cash, Common Stock, othersecurities, or other property), reclassification, reorganization, merger,consolidation, spin-off, combination, repurchase, liquidation,dissolution, or sale, transfer, exchange or other disposition of all orsubstantially all of the assets of the Company, or exchange of Common Stock orother securities of the Company, issuance of warrants or other rights topurchase Common Stock or other securities of the Company, or other similarcorporate transaction or event, in the Administrator’s sole discretion, affectsthe Common Stock such that an adjustment is determined by the Administrator tobe appropriate in order to prevent dilution or enlargement of the benefits orpotential benefits intended by the Company to be made available under the Planor with respect to any Award, then the Administrator shall, in such manner asit may deem equitable, adjust any or all of:

(i)            the number and kind ofshares of Common Stock (or other securities or property) with respect to whichAwards may be granted or awarded (including, but not limited to, adjustments ofthe limitations in Section 3 on the maximum number and kind of shares which maybe issued and adjustments of the maximum number of Shares that may be purchasedby any Holder in any calendar year pursuant to Section 6(c));

(ii)           the number and kind ofshares of Common Stock (or other securities or property) subject to outstandingAwards; and

(iii)          the grant or exerciseprice with respect to any Award.

(b)           In the event of anytransaction or event described in Section 17(a), the Administrator, in its solediscretion, and on such terms and conditions as it deems appropriate, and tothe extent allowed by Section 409A of the Code and any applicable regulationsthereunder, to the extent applicable, either by the terms of the Award or byaction taken prior to the occurrence of such transaction or event and eitherautomatically or upon the Holder’s request, is hereby authorized to take anyone or more of the

15

----

following actions whenever the Administratordetermines that such action is appropriate in order to prevent dilution orenlargement of the benefits or potential benefits intended by the Company to bemade available under the Plan or with respect to any Award granted or issuedunder the Plan or to facilitate such transaction or event:

(i)            To provide for eitherthe purchase of any such Award for an amount of cash equal to the amount thatcould have been obtained upon the exercise of such Award or realization of theHolder’s rights had such Award been currently exercisable or payable or fullyvested or the replacement of such Award with other rights or property selectedby the Administrator in its sole discretion;

(ii)           To provide that suchAward shall be exercisable as to all shares covered thereby, notwithstandinganything to the contrary in the Plan or the provisions of such Award;

(iii)          To provide that suchAward be assumed by the successor or survivor corporation, or a parent orsubsidiary thereof, or shall be substituted for by similar options, rights orawards covering the stock of the successor or survivor corporation, or a parentor subsidiary thereof, with appropriate adjustments as to the number and kindof shares and prices;

(iv)          To make adjustments inthe number and type of shares of Common Stock (or other securities or property)subject to outstanding Awards, and/or in the terms and conditions of (includingthe grant or exercise price), and the criteria included in, outstanding Awardsor Awards which may be granted in the future; and

(v)           To provide thatimmediately upon the consummation of such event, such Award shall not beexercisable and shall terminate; *provided,* thatfor a specified period of time prior to such event, such Award shall beexercisable as to all Shares covered thereby, and the restrictions imposedunder an Award Agreement upon some or all Shares may be terminated and, in thecase of Restricted Stock, some or all shares of such Restricted Stock may ceaseto be subject to repurchase, notwithstanding anything to the contrary in thePlan or the provisions of such Award Agreement.

(c)           In connection with theoccurrence of any Equity Restructuring, and notwithstanding anything to thecontrary in Sections 17(a) and 17(b):

(i)            The number and type ofsecurities subject to each outstanding Award and the exercise price or grantprice thereof, if applicable, will be proportionately adjusted.  The adjustments provided under this Section17(c)(i) shall be nondiscretionary and shall be final and binding on theaffected Holder and the Company.

(ii)           The Administrator shallmake such proportionate adjustments, if any, as the Administrator in itsdiscretion may deem appropriate to reflect such Equity Restructuring withrespect to the aggregate number and kind of Shares that may be issued under thePlan (including, but not limited to, adjustments of the limitations in Section3 and Section 6(c)).

(iii)          Notwithstanding anythingin this Section 17 to the contrary, this Section 17(c) shall not apply to, andinstead Section 17(a) of the Plan shall apply to, any Award to which theapplication of this Section 17(c) would (A) result in a penalty tax underSection 409A of the Code and the proposed and final regulations and guidanceissued by the Secretary of the Treasury thereunder or (B) cause any IncentiveStock Option to fail to qualify as an “incentive stock option” under Section422 of the Code.

16

----

(d)           Subject to Section 3,the Administrator may, in its sole discretion, include such further provisionsand limitations in any Award Agreement or Common Stock certificate, as it maydeem equitable and in the best interests of the Company.

(e)           If the Companyundergoes an Acquisition, then any surviving corporation or entity or acquiringcorporation or entity, or affiliate of such corporation or entity, may assumeany Awards outstanding under the Plan or may substitute similar stock awards(including an award to acquire the same consideration paid to the stockholdersin the transaction described in this subsection 17(e)) for those outstandingunder the Plan.  In the event anysurviving corporation or entity or acquiring corporation or entity in an Acquisition,or affiliate of such corporation or entity, does not assume such Awards or doesnot substitute similar stock awards for those outstanding under the Plan, thenwith respect to (i) Awards held by Holders in the Plan whose status as aService Provider has not terminated prior to such event, the vesting of suchAwards (and, if applicable, the time during which such awards may be exercised)shall be accelerated and made fully exercisable and all restrictions thereonshall lapse at least ten (10) days prior to the closing of the Acquisition (andthe Awards terminated if not exercised prior to the closing of suchAcquisition), and (ii) any other Awards outstanding under the Plan, such rightsshall be terminated if not exercised prior to the closing of the Acquisition.  Notwithstanding the assumption orsubstitution of Options granted to Service Providers other than IndependentDirectors pursuant to the foregoing provisions, any Award granted toIndependent Directors pursuant to the Independent Director Equity CompensationPolicy which is outstanding immediately prior to the closing of the Acquisitionshall not be assumed or substituted for, shall be accelerated and made fullyvested and/or exercisable, as applicable, at least ten (10) days prior to theclosing of the Acquisition and shall terminate if not exercised prior to theclosing of such Acquisition.

(f)            The existence of thePlan or any Award Agreement and the Awards granted hereunder shall not affector restrict in any way the right or power of the Company or the stockholders ofthe Company to make or authorize any adjustment, recapitalization,reorganization or other change in the Company’s capital structure or itsbusiness, any merger or consolidation of the Company, any issue of stock or ofoptions, warrants or rights to purchase stock or of bonds, debentures,preferred or prior preference stocks whose rights are superior to or affect theCommon Stock or the rights thereof or which are convertible into orexchangeable for Common Stock, or the dissolution or liquidation of theCompany, or any sale or transfer of all or any part of its assets or business,or any other corporate act or proceeding, whether of a similar character orotherwise.

18.           Time of GrantingAwards.  The date of grant of anAward shall, for all purposes, be the date on which the Administrator makes thedetermination granting such Award, or such other date as is determined by theAdministrator.  Notice of thedetermination shall be given to each Service Provider to whom an Award is sogranted within a reasonable time after the date of such grant.

19.           Amendment andTermination of the Plan.

(a)           Amendment andTermination.  The Board may at anytime wholly or partially amend, alter, suspend or terminate the Plan.  However, without approval of the Company’sstockholders given within twelve (12) months before or after the action by theBoard, no action of the Board may, except as provided in Section 17, increasethe limits imposed in Section 3 on the maximum number of Shares which maybe issued under the Plan or extend the term of the Plan under Section 7.

17

----

(b)           Savings Clause.  Notwithstandinganything to the contrary in the Plan or any Award Agreement relating to anoutstanding Award, if and to the extent the Administrator shall determine thatthe terms of any Award may result in the failure of the such Award to complywith the requirements of Section 409A of the Code, or any applicableregulations or guidance promulgated by the Secretary of the Treasury inconnection therewith, the Administrator shall have authority to take such actionto amend, modify, cancel or terminate the Plan or any Award as it deemsnecessary or advisable, including without limitation:

(i)            Any amendment ormodification of the Plan or any Award to conform the Plan or such Award to therequirements of Section 409A of the Code or any regulations or other guidancethereunder (including, without limitation, any amendment or modification of theterms of any Award regarding vesting, exercise, or the timing or form ofpayment).

(ii)           Any cancellation ortermination of any unvested Award, or portion thereof, without any payment tothe Holder holding such Award.

(iii)          Any cancellation ortermination of any vested Award, or portion thereof, with immediate payment tothe Holder holding such Award of the amount otherwise payable upon theimmediate exercise of any such Award, or vested portion thereof, by suchHolder.

(iv)          Any such amendment,modification, cancellation, or termination of the Plan or any Award mayadversely affect the rights of a Holder with respect to such Award without theHolder’s consent.

(c)           Stockholder Approval.  The Board shall obtain stockholder approvalof any Plan amendment to the extent necessary and desirable to comply withApplicable Laws.

(d)           Effect of Amendmentor Termination.  Except as providedin Section 17(b), above, no amendment, alteration, suspension or termination ofthe Plan shall impair the rights of any Holder, unless mutually agreedotherwise between the Holder and the Administrator, which agreement must be inwriting and signed by the Holder and the Company.  Termination of the Plan shall not affect theAdministrator’s ability to exercise the powers granted to it hereunder withrespect to Awards granted or awarded under the Plan prior to the date of suchtermination.

(e)           Repricing Prohibited.  Notwithstanding any provision in this Plan tothe contrary, absent approval of the stockholders of the Company no Award maybe amended to reduce the per Share exercise price of the Shares subject to suchAward below the per Share exercise price as of the date the Award isgranted.  In addition, absent approval ofthe stockholders of the Company no Award may be granted in exchange for, or inconnection with, the cancellation or surrender of an Award having a higher perShare exercise price.

20.           Stockholder Approval.  The Plan will be submitted for the approvalof the Company’s stockholders within twelve (12) months after the date of theBoard’s adoption of the Plan.  Awards maybe granted or awarded prior to such stockholder approval, provided that Awardsnot previously authorized under the Plan shall not be exercisable, shall notvest and the restrictions thereon shall not

18

----

lapse prior to the timewhen the Plan is approved by the stockholders, and provided further that ifsuch approval has not been obtained at the end of said twelve-monthperiod, any Award previously granted or awarded but not previously authorizedunder the Plan shall thereupon be canceled and become null and void.

21.           Inability to ObtainAuthority.  The inability of theCompany to obtain authority from any regulatory body having jurisdiction, whichauthority is deemed by the Company’s counsel to be necessary to the lawfulissuance and sale of any Shares hereunder, shall relieve the Company of anyliability in respect of the failure to issue or sell such Shares as to whichsuch requisite authority shall not have been obtained.

22.           Reservation ofShares.  The Company, during the termof this Plan, shall at all times reserve and keep available such number ofShares as shall be sufficient to satisfy the requirements of the Plan.

23.           Investment Intent.  The Company may require a Plan Holder, as acondition of exercising or acquiring stock under any Award, (i) to give writtenassurances satisfactory to the Company as to the Holder’s knowledge andexperience in financial and business matters and/or to employ a purchaserrepresentative reasonably satisfactory to the Company who is knowledgeable andexperienced in financial and business matters and that he or she is capable ofevaluating, alone or together with the purchaser representative, the merits andrisks of exercising rights under any Award; and (ii) to give written assurancessatisfactory to the Company stating that the Holder is acquiring the stocksubject to the Award for the Holder’s own account and not with any presentintention of selling or otherwise distributing the stock.  The foregoing requirements, and anyassurances given pursuant to such requirements, shall be inoperative if (A) theissuance of the shares upon the exercise or acquisition of stock under theapplicable Award has been registered under a then currently effectiveregistration statement under the Securities Act or (B) as to any particularrequirement, a determination is made by counsel for the Company that suchrequirement need not be met in the circumstances under the then applicablesecurities laws.  The Company may, uponadvice of counsel to the Company, place legends on stock certificates issuedunder the Plan as such counsel deems necessary or appropriate in order to complywith applicable securities laws, including, but not limited to, legendsrestricting the transfer of the stock.

24.           Governing Law.  The validity and enforceability of this Planshall be governed by and construed in accordance with the laws of the State  of Delaware without regard to otherwisegoverning principles of conflicts of law.

19

----