Exhibit
          4.1

      

      
         

      

      ALLEGRO
        BIODIESEL CORPORATION

      AMENDED
        AND RESTATED 2006 INCENTIVE COMPENSATION PLAN

      


      I.
        INTRODUCTION

      


      1.1. Purposes.
        The
        purposes of the Amended and Restated 2006 Incentive Compensation Plan, as
        may be
        amended from time to time (the “Plan”),
        of
        Allegro Biodiesel Corporation (the “Company”)
        are
        (i) to align the interests of the Company’s stockholders and the recipients of
        awards under this Plan by increasing the proprietary interest of such recipients
        in the Company’s growth and success, (ii) to advance the interests of the
        Company by attracting and retaining directors, officers, other employees,
        consultants, independent contractors and agents and (iii) to motivate such
        persons to act in the best interests of the Company and its
        stockholders.

      


      1.2. Certain
        Definitions.

      


      “Agreement”
        shall
        mean the written agreement evidencing an award hereunder between the Company
        and
        the recipient of such award.

      


      “Board”
        shall
        mean the Board of Directors of the Company.

      


      “Bonus
        Stock”
        shall
        mean shares of Common Stock which are not subject to a Restriction Period
        or
        Performance Measures.

      


      “Bonus
        Stock Award”
        shall
        mean an award of Bonus Stock under this Plan.

      


      “Cause”
        shall
        mean the willful and continued failure to substantially perform the duties
        assigned by the Company (other than a failure resulting from the optionee’s
        Disability), the willful engaging in conduct which is demonstrably injurious
        to
        the Company or any Subsidiary, monetarily or otherwise, including conduct
        that,
        in the reasonable judgment of the Company, no longer conforms to the standard
        of
        the Company’s executives or employees, any act of dishonesty, commission of a
        felony, or a significant violation of any statutory or common law duty of
        loyalty to the Company.

      


      “Change
        in Control”
        shall
        have the meaning set forth in Section 5.8(b).

      


      “Code”
        shall
        mean the Internal Revenue Code of 1986, as amended.

      


      “Committee”
        shall
        mean the Committee designated by the Board, consisting of two more members
        of
        the Board, each of whom may be (i) a “Non-Employee Director” within the meaning
        of Rule 16b-3 under the Exchange Act and (ii) an “outside director” within the
        meaning of Section 162(m) of the Code.

      


      “Common
        Stock”
        shall
        mean the common stock, $0.01 par value, of the Company.

      


      “Company”
        has the
        meaning specified in Section 1.1.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      “Disability”
        shall
        mean the inability of the holder of an award to perform substantially such
        holder’s duties and responsibilities for a continuous period of at least six
        months, as determined solely by the Committee.

      


      “ERISA”
        shall
        mean the Employee Retirement Income Security Act of 1974, as
        amended.

      


      “Exchange
        Act”
        shall
        mean the Securities Exchange Act of 1934, as amended. 

      


      “Fair
        Market Value” shall
        mean, as of any date, the value of Common Stock determined as
        follows:

      


      (i)
        If
        the Common Stock is listed on any established stock exchange or a national
        market system, including without limitation The Nasdaq Stock Market, its
        Fair
        Market Value shall be the closing sales price for such stock (or the closing
        bid, if no sales were reported) as quoted on such exchange or system for
        the
        last market trading day prior to the time of determination, as reported in
        The
        Wall Street Journal
        or such
        other source as the Committee deems reliable;

      


      (ii)
        If
        the Common Stock is regularly quoted by a recognized securities dealer but
        selling prices are not reported, its Fair Market Value shall be the mean
        between
        the high bid and low asked prices for the Common Stock on the last market
        trading day prior to the day of determination;

      


      (iii)
        In
        the absence of an established market for the Common Stock, the Fair Market
        Value
        thereof shall be determined in good faith by the Committee; or

      


      (iv)
        Notwithstanding clause (iii) above, as otherwise determined in good faith
        by the
        Committee.

      


      “Free-Standing
        SAR”
        shall
        mean an SAR which is not issued in tandem with, or by reference to, an option,
        which entitles the holder thereof to receive, upon exercise, shares of Common
        Stock (which may be Restricted Stock), cash or a combination thereof with
        an
        aggregate value equal to the excess of the Fair Market Value of one share
        of
        Common Stock on the date of exercise over the base price of such SAR, multiplied
        by the number of such SARs which are exercised.

      


      “Incentive
        Stock Option”
        shall
        mean an option to purchase shares of Common Stock that meets the requirements
        of
        Section 422 of the Code, or any successor provision, which is intended by
        the Committee to constitute an Incentive Stock Option.

      


      “Incumbent
        Board”
        shall
        have the meaning set forth in Section 5.8(b)(2).

      


      “Non-Employee
        Director”
        shall
        mean any director of the Company who is not an officer or employee of the
        Company or any Subsidiary.

      


      “Non-Statutory
        Stock Option”
        shall
        mean an option to purchase shares of Common Stock which is not an Incentive
        Stock Option.

      


      
        
          
          

        

        
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      “Outstanding
        Common Stock”
        shall
        have the meaning set forth in Section 5.8(b)(1).

      


      “Outstanding
        Voting Securities”
        shall
        have the meaning set forth in Section 5.8(b)(1).

      


      “Performance
        Measures”
        shall
        mean the criteria and objectives, established by the Committee, which shall
        be
        satisfied or met (i) as a condition to the exercisability of all or a portion
        of
        an option or SAR, (ii) as a condition to the grant of a Stock Award or (iii)
        during the applicable Restriction Period or Performance Period as a condition
        to
        the holder’s receipt, in the case of a Restricted Stock Award, of the shares of
        Common Stock subject to such award, or, in the case of a Restricted Stock
        Unit
        Award or Performance Share Award, of the shares of Common Stock subject to
        such
        award and/or of payment with respect to such award. Such criteria and objectives
        may include one or more of the following: the attainment by a share of Common
        Stock of a specified Fair Market Value for a specified period of time, earnings
        per share, return to stockholders (including dividends), return on equity,
        earnings of the Company, revenues, market share, cash flow or cost reduction
        goals, or any combination of the foregoing. If the Committee desires that
        compensation payable pursuant to any award subject to Performance Measures
        be
“qualified performance-based compensation” within the meaning of Section 162(m)
        of the Code, the Performance Measures (i) shall be established by the Committee
        no later than the end of the first quarter of the Performance Period or
        Restriction Period, as applicable (or such other time designated by the Internal
        Revenue Service) and (ii) shall satisfy all other applicable requirements
        imposed under Treasury Regulations promulgated under Section 162(m) of the
        Code,
        including the requirement that such Performance Measures be stated in terms
        of
        an objective formula or standard.

      


      “Performance
        Period”
        shall
        mean any period designated by the Committee during which the Performance
        Measures applicable to a Performance Share Award shall be measured.

      


      “Performance
        Share”
        shall
        mean a right, contingent upon the attainment of specified Performance Measures
        within a specified Performance Period, to receive one share of Common Stock,
        which may be Restricted Stock, or in lieu of all or a portion thereof, the
        Fair
        Market Value of such Performance Share in cash.

      


      “Performance
        Share Award”
        shall
        mean an award of Performance Shares under this Plan.

      


      “Permanent
        and Total Disability”
        shall
        have the meaning set forth in Section 22(e)(3) of the Code or any successor
        thereto.

      


      “Person”
        shall
        have the meaning set forth in Section 5.8(b)(1).

      


      “Post-Termination
        Exercise Period”
        shall
        mean the period specified in or pursuant to Section 2.3(a), Section 2.3(b),
        Section 2.3(d) or Section 2.3(e) following termination of employment with
        or
        service to the Company during which an option or SAR may be
        exercised.

      


      “Restricted
        Stock”
        shall
        mean shares of Common Stock which are subject to a Restriction
        Period.

      


      “Restricted
        Stock Award”
        shall
        mean an award of Restricted Stock under this Plan.

       

      
        
          
          

        

        
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      “Restricted
        Stock Unit”
shall
        mean a right to receive one share of Common Stock or, in lieu thereof, the
        Fair
        Market Value of such share of Common Stock in cash, which shall be contingent
        upon the expiration of a specified Restriction Period and which may, in addition
        thereto, be contingent upon the attainment of specified Performance Measures
        within a specified Performance Period. 

      


      “Restricted
        Stock Unit Award”
shall
        mean an award of Restricted Stock Units under this Plan.

      


      “Restriction
        Period” shall
        mean any period designated by the Committee during which (i) the Common Stock
        subject to a Restricted Stock Award may not be sold, transferred, assigned,
        pledged, hypothecated or otherwise encumbered or disposed of, except as provided
        in this Plan or the Agreement relating to such award, or (ii) the conditions
        to
        vesting applicable to a Restricted Stock Unit Award shall remain in effect.
        

      


      “Retirement”
        shall
        mean termination of employment with or service to the Company by reason of
        retirement on or after age 65.

      


      “SAR”
        shall
        mean a stock appreciation right which may be a Free-Standing SAR or a Tandem
        SAR.

      


      “Stock
        Award”
        shall
        mean a Restricted Stock Award, a Restricted Stock Unit Award or a Bonus Stock
        Award.

      


      “Subsidiary”
        and
“Subsidiaries”
        shall
        have the meanings set forth in Section 1.4.

      


      “Tandem
        SAR”
        shall
        mean an SAR which is granted in tandem with, or by reference to, an option
        (including a Non-Statutory Stock Option granted prior to the date of grant
        of
        the SAR), which entitles the holder thereof to receive, upon exercise of
        such
        SAR and surrender for cancellation of all or a portion of such option, shares
        of
        Common Stock (which may be Restricted Stock), cash or a combination thereof
        with
        an aggregate value equal to the excess of the Fair Market Value of one share
        of
        Common Stock on the date of exercise over the base price of such SAR, multiplied
        by the number of shares of Common Stock subject to such option, or portion
        thereof, which is surrendered.

      


      “Tax
        Date”
        shall
        have the meaning set forth in Section 5.5.

      


      “Ten
        Percent Holder”
        shall
        have the meaning set forth in Section 2.1(a).

      


      1.3. Administration.
        This
        Plan shall be administered by the Committee. Any one or a combination of
        the
        following awards may be made under this Plan to eligible persons:
        (i) options to purchase shares of Common Stock in the form of Incentive
        Stock Options or Non-Statutory Stock Options, (ii) SARs in the form of
        Tandem SARs or Free-Standing SARs, (iii) Stock Awards in the form of
        Restricted Stock, Restricted Stock Units or Bonus Stock and
        (iv) Performance Shares. The Committee shall, subject to the terms of this
        Plan, select eligible persons for participation in this Plan and determine
        the
        form, amount and timing of each award to such persons and, if applicable,
        the
        number of shares of Common Stock, the number of SARs and the number of
        Performance Shares subject to such an award, the exercise price or base price
        associated with the award, the time and conditions of exercise or settlement
        of
        the award and all other terms and conditions of the award, including, without
        limitation, the form of the Agreement evidencing the award. The Committee
        may,
        in its sole discretion and for any reason at any time, subject to the
        requirements of Section 162(m) of the Code and regulations thereunder in
        the
        case of an award intended to be qualified performance-based compensation,
        take
        action such that (i) any or all outstanding options and SARs shall become
        exercisable in part or in full, (ii) all or a portion of the Restriction
        Period
        applicable to any outstanding Restricted Stock Award or Restricted Stock
        Unit
        Award shall lapse, (iii) all or a portion of the Performance Period applicable
        to any outstanding Performance Share Award shall lapse and (iv) the Performance
        Measures applicable to any outstanding award (if any) shall be deemed to
        be
        satisfied at the maximum or any other level. The Committee shall, subject
        to the
        terms of this Plan, interpret this Plan and the application thereof, establish
        rules and regulations it deems necessary or desirable for the administration
        of
        this Plan and may impose, incidental to the grant of an award, conditions
        with
        respect to the award, such as limiting competitive employment or other
        activities. All such interpretations, rules, regulations and conditions shall
        be
        final, binding and conclusive.

       

      
        
          
          

        

        
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      The
        Committee may delegate some or all of its power and authority hereunder to
        the
        Board or the President and Chief Executive Officer or other executive officer
        of
        the Company as the Committee deems appropriate; provided, however, that (i)
        the
        Committee may not delegate its power and authority to the Board or the President
        and Chief Executive Officer or other executive officer of the Company with
        regard to the grant of an award to any person who is a “covered employee” within
        the meaning of Section 162(m) of the Code or who, in the Committee’s judgment,
        is likely to be a covered employee at any time during the period an award
        hereunder to such employee would be outstanding and (ii) the Committee may
        not
        delegate its power and authority to the President and Chief Executive Officer
        or
        other executive officer of the Company with regard to the selection for
        participation in this Plan of an officer or other person subject to Section
        16
        of the Exchange Act or decisions concerning the timing, pricing or amount
        of an
        award to such an officer or other person.

      


      No
        member
        of the Board or Committee, and neither the President and Chief Executive
        Officer
        nor any other executive officer to whom the Committee delegates any of its
        power
        and authority hereunder, shall be liable for any act, omission, interpretation,
        construction or determination made in connection with this Plan in good faith,
        and the members of the Board and the Committee and the President and Chief
        Executive Officer or other executive officer shall be entitled to
        indemnification and reimbursement by the Company in respect of any claim,
        loss,
        damage or expense (including attorneys’ fees) arising therefrom to the full
        extent permitted by law, except as otherwise may be provided in the Company’s
        Articles of Incorporation and/or Bylaws, in each case, as the same may be
        amended from time to time, and under any directors’ and officers’ liability
        insurance that may be in effect from time to time.

      


      A
        majority of the Committee shall constitute a quorum. The acts of the Committee
        shall be either (i) acts of a majority of the members of the Committee present
        at any meeting at which a quorum is present or (ii) acts approved in writing
        by
        all of the members of the Committee without a meeting.

       

      
        
          
          

        

        
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      1.4. Eligibility.
        Participants in this Plan shall consist of such directors (including
        Non-Employee Directors), officers and other employees, persons expected to
        become directors, officer and other employees, consultants, independent
        contractors and agents of the Company, its subsidiaries from time to time
        (individually a “Subsidiary”
and
        collectively the “Subsidiaries”)
        as the
        Committee in its sole discretion may select from time to time. For purposes
        of
        this Plan, references to employment shall also mean an agency or independent
        contractor relationship and references to employment by the Company shall
        also
        mean employment by a Subsidiary. The Committee’s selection of a person to
        participate in this Plan at any time shall not require the Committee to select
        such person to participate in this Plan at any other time.

      


      1.5. Shares
        Available.
        Subject
        to adjustment as provided in Section 5.7, 6,592,755 shares of Common Stock
        shall
        be available under this Plan, reduced by the sum of the aggregate number
        of
        shares of Common Stock which become subject to outstanding options, outstanding
        Free-Standing SARs, outstanding Stock Awards and outstanding Performance
        Shares.
        To the extent that shares of Common Stock subject to an outstanding option
        (except to the extent shares of Common Stock are issued or delivered by the
        Company in connection with the exercise of a Tandem SAR), Free-Standing SAR,
        Stock Award or Performance Share are not issued or delivered by reason of
        the
        expiration, termination, cancellation or forfeiture of such award or by reason
        of the delivery or withholding of shares of Common Stock to pay all or a
        portion
        of the exercise price of an award, if any, or to satisfy all or a portion
        of the
        tax withholding obligations relating to an award, then such shares of Common
        Stock shall again be available under this Plan.

      


      II.
        STOCK OPTIONS AND STOCK APPRECIATION RIGHTS

      


      2.1. Stock
        Options.
        The
        Committee may, in its discretion, grant options to purchase shares of Common
        Stock to such eligible persons as may be selected by the Committee. Each
        option,
        or portion thereof, that is not an Incentive Stock Option, shall be a
        Non-Statutory Stock Option. An Incentive Stock Option may not be granted
        to any
        person who is not an employee of the Company or any parent or subsidiary
        (as
        defined in Section 424 of the Code). Each Incentive Stock Option shall be
        granted within ten years of the date this Plan is adopted by the Board. To
        the
        extent that the aggregate Fair Market Value (determined as of the date of
        grant)
        of shares of Common Stock with respect to which options designated as Incentive
        Stock Options are exercisable for the first time by a participant during
        any
        calendar year (under this Plan or any other plan of the Company, or any parent
        or subsidiary as defined in Section 424 of the Code) exceeds the amount
        (currently $100,000) established by the Code, such options shall constitute
        Non-Statutory Stock Options.

      


      Options
        shall be subject to the following terms and conditions and shall contain
        such
        additional terms and conditions, not inconsistent with the terms of this
        Plan,
        as the Committee shall deem advisable:

      


      (a) Number
        of Shares and Purchase Price.
        The
        number of shares of Common Stock subject to an option and the purchase price
        per
        share of Common Stock purchasable upon exercise of the option shall be
        determined by the Committee; provided, however, that the purchase price per
        share of Common Stock purchasable upon exercise of an Incentive Stock Option
        shall not be less than 100% of the Fair Market Value of a share of Common
        Stock
        on the date of grant of such option; provided further, that if an Incentive
        Stock Option shall be granted to any person who, at the time such option
        is
        granted, owns capital stock possessing more than ten percent of the total
        combined voting power of all classes of capital stock of the Company (or
        of any
        parent or subsidiary as defined in Section 424 of the Code) (a “Ten
        Percent Holder”),
        the
        purchase price per share of Common Stock shall be not less than 110% of the
        Fair
        Market Value of a share of Common Stock on the date of grant of such
        option.

       

      
        
          
          

        

        
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      (b) Option
        Period and Exercisability.
        The
        period during which an option may be exercised shall be determined by the
        Committee; provided, however, that no Incentive Stock Option shall be exercised
        later than ten years after its date of grant; provided further, that if an
        Incentive Stock Option shall be granted to a Ten Percent Holder, such option
        shall not be exercised later than five years after its date of grant. The
        Committee may, in its discretion, establish Performance Measures which shall
        be
        satisfied or met as a condition to the grant of an option or to the
        exercisability of all or a portion of an option. The Committee shall determine
        whether an option shall become exercisable in cumulative or non-cumulative
        installments and in part or in full at any time. An exercisable option, or
        portion thereof, may be exercised only with respect to whole shares of Common
        Stock.

      


      (c) Method
        of Exercise.
        An
        option may be exercised (i) by giving written notice to the Company specifying
        the number of whole shares of Common Stock to be purchased and accompanied
        by
        payment therefor in full (or arrangement made for such payment to the Company’s
        satisfaction) either (A) in cash, (B) by delivery (either actual delivery
        or by
        attestation procedures established by the Company) of shares of Common Stock
        having an aggregate Fair Market Value, determined as of the date of exercise,
        equal to the aggregate purchase price payable by reason of such exercise,
        (C) by
        authorizing the Company to withhold whole shares of Common Stock which would
        otherwise be delivered having an aggregate Fair Market Value, determined
        as of
        the date of exercise, equal to the amount necessary to satisfy such obligation,
        (D) in cash by a broker-dealer acceptable to the Company to whom the optionee
        has submitted an irrevocable notice of exercise or (E) a combination of (A),
        (B)
        and (C), in each case to the extent set forth in the Agreement relating to
        the
        option, (ii) if applicable, by surrendering to the Company any Tandem SARs
        which are canceled by reason of the exercise of the option and (iii) by
        executing such documents as the Company may reasonably request. The Company
        shall have sole discretion to disapprove of an election pursuant to any of
        clauses (B)-(E). Any fraction of a share of Common Stock which would be required
        to pay such purchase price shall be disregarded and the remaining amount
        due
        shall be paid in cash by the optionee. No certificate representing Common
        Stock
        shall be delivered until the full purchase price therefor has been paid (or
        arrangement made for such payment to the Company’s satisfaction).

      


      2.2. Stock
        Appreciation Rights.
        The
        Committee may, in its discretion, grant SARs to such eligible persons as
        may be
        selected by the Committee. The Agreement relating to an SAR shall specify
        whether the SAR is a Tandem SAR or a Free-Standing SAR.

      


      SARs
        shall be subject to the following terms and conditions and shall contain
        such
        additional terms and conditions, not inconsistent with the terms of this
        Plan,
        as the Committee shall deem advisable:

      


      (a) Number
        of SARs and Base Price.
        The
        number of SARs subject to an award shall be determined by the Committee.
        Any
        Tandem SAR related to an Incentive Stock Option shall be granted at the same
        time that such Incentive Stock Option is granted. The base price of a Tandem
        SAR
        shall be the purchase price per share of Common Stock of the related option.
        The
        base price of a Free-Standing SAR shall be determined by the
        Committee.

       

      
        
          
          

        

        
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      (b) Exercise
        Period and Exercisability.
        The
        Agreement relating to an award of SARs shall specify whether such award may
        be
        settled in shares of Common Stock (including shares of Restricted Stock)
        or cash
        or a combination thereof. The period for the exercise of an SAR shall be
        determined by the Committee; provided, however, that no Tandem SAR shall
        be
        exercised later than the expiration, cancellation, forfeiture or other
        termination of the related option. The Committee may, in its discretion,
        establish Performance Measures which shall be satisfied or met as a condition
        to
        the grant of an SAR or to the exercisability of all or a portion of an SAR.
        The
        Committee shall determine whether an SAR may be exercised in cumulative or
        non-cumulative installments and in part or in full at any time. An exercisable
        SAR, or portion thereof, may be exercised, in the case of a Tandem SAR, only
        with respect to whole shares of Common Stock and, in the case of a Free-Standing
        SAR, only with respect to a whole number of SARs. If an SAR is exercised
        for
        shares of Restricted Stock, a certificate or certificates representing such
        Restricted Stock shall be issued in accordance with Section 3.2(c) and the
        holder of such Restricted Stock shall have such rights of a stockholder of
        the
        Company as determined pursuant to Section 3.2(d). Prior to the exercise of
        an
        SAR for shares of Common Stock, including Restricted Stock, the holder of
        such
        SAR shall have no rights as a stockholder of the Company with respect to
        the
        shares of Common Stock subject to such SAR and shall have rights as a
        stockholder of the Company in accordance with Section 5.10.

      


      (c) Method
        of Exercise.
        A Tandem
        SAR may be exercised (i) by giving written notice to the Company specifying
        the
        number of whole SARs which are being exercised, (ii) by surrendering to the
        Company any options which are canceled by reason of the exercise of the Tandem
        SAR and (iii) by executing such documents as the Company may reasonably request.
        A Free-Standing SAR may be exercised (i) by giving written notice to the
        Company
        specifying the whole number of SARs which are being exercised and (ii) by
        executing such documents as the Company may reasonably request.

      


      2.3. Termination
        of Employment or Service.
        

      


      (a) Disability.
        Subject
        to paragraph (e) below, and unless otherwise specified in the Agreement relating
        to an option or SAR, as the case may be, if the employment with or service
        to
        the Company of the holder of an option or SAR terminates by reason of
        Disability, each option and SAR held by such holder shall be exercisable
        only to
        the extent that such option or SAR, as the case may be, is exercisable on
        the
        effective date of such holder’s termination of employment or service and may
        thereafter be exercised by such holder (or such holder’s legal representative or
        similar person) until and including the earliest to occur of (i) the date
        which
        is six months (or such other period as set forth in the Agreement relating
        to
        such option or SAR) after the effective date of such holder’s termination of
        employment or service and (ii) the expiration date of the term of such option
        or
        SAR.

      


      (b) Retirement.
        Unless
        otherwise specified in the Agreement relating to an option or SAR, as the
        case
        may be, if the employment with or service to the Company of the holder of
        an
        option or SAR terminates by reason of Retirement, each option and SAR held
        by
        such holder shall be fully exercisable and may thereafter be exercised by
        such
        holder (or such holder’s legal representative or similar person) until the
        expiration date of the term of such option or SAR.

       

      
        
          
          

        

        
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      (c) Death.
        Unless
        otherwise specified in the Agreement relating to an option or SAR, as the
        case
        may be, if the employment with or service to the Company of the holder of
        an
        option or SAR terminates by reason of death, each option and SAR held by
        such
        holder shall be exercisable only to the extent that such option or SAR, as
        the
        case may be, is exercisable on the date of such holder’s death, and may
        thereafter be exercised by such holder’s executor, administrator, legal
        representative, beneficiary or similar person until and including the earliest
        to occur of (i) the date which is six months (or such other period as set
        forth
        in the Agreement relating to such option or SAR) after the date of death
        and
        (ii) the expiration date of the term of such option or SAR.

      


      (d) Other
        Termination.
        Subject
        to paragraph (e) below and unless otherwise specified in the Agreement relating
        to an option or SAR, as the case may be, if the employment with or service
        to
        the Company of the holder of an option or SAR terminates for any reason other
        than Disability, Retirement or death or for Cause, each option and SAR held
        by
        such holder shall be exercisable only to the extent that such option or SAR
        is
        exercisable on the effective date of such holder’s termination of employment or
        service and may thereafter be exercised by such holder (or such holder’s legal
        representative or similar person) until and including the earliest to occur
        of
        (i) the date which is 30 days (or such longer period as set forth in the
        Agreement relating to such option or SAR) after the effective date of such
        holder’s termination of employment or service and (ii) the expiration date of
        the term of such option or SAR.

      


      (e) Termination
        of Employment - Incentive Stock Options.
        Unless
        otherwise specified in the Agreement relating to the option, if the employment
        with the Company of a holder of an Incentive Stock Option terminates by reason
        of Permanent and Total Disability, each Incentive Stock Option held by such
        optionee shall be exercisable to the extent set forth in Section 2.3(a),
        and may
        thereafter be exercised by such optionee (or such optionee’s legal
        representative or similar person) until and including the earliest to occur
        of
        (i) the date which is one year (or such shorter period as set forth in the
        Agreement relating to such option) after the effective date of such optionee’s
        termination of employment and (ii) the expiration date of the term of such
        option.

      


      (g). Cause.
        Notwithstanding anything to the contrary in this Plan or in any Agreement
        relating to an Option or SAR, as the case may be, if the employment with
        or
        service to the Company of the holder of an option or SAR is terminated by
        the
        Company for Cause, each option and SAR held by such holder shall be
        automatically canceled on the effective date of such holder’s termination of
        employment or service.

      


      III.
        STOCK AWARDS

      


      3.1. Stock
        Awards.
        The
        Committee may, in its discretion, grant Stock Awards to such eligible persons
        as
        may be selected by the Committee. The Agreement relating to a Stock Award
        shall
        specify whether the Stock Award is a Restricted Stock Award, a Restricted
        Stock
        Unit Award or Bonus Stock Award.

       

      
        
          
          

        

        
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      3.2. Terms
        of Restricted Stock Awards.
        Restricted Stock Awards shall be subject to the following terms and conditions
        and shall contain such additional terms and conditions, not inconsistent
        with
        the terms of this Plan, as the Committee shall deem advisable.

      


      (a) Number
        of Shares and Other Terms.
        The
        number of shares of Common Stock subject to a Restricted Stock Award and
        the
        Restriction Period, Performance Period (if any) and Performance Measures
        (if
        any) applicable to a Restricted Stock Award shall be determined by the
        Committee.

      


      (b) Vesting
        and Forfeiture.
        The
        Agreement relating to a Restricted Stock Award shall provide, in the manner
        determined by the Committee, in its discretion, and subject to the provisions
        of
        this Plan, for the vesting of the shares of Common Stock subject to such
        award.


      


      (c) Stock
        Issuance.
        During
        the Restriction Period, the shares of Restricted Stock shall be held by a
        custodian in book entry form with restrictions on such shares duly noted
        or,
        alternatively, a certificate or certificates representing a Restricted Stock
        Award shall be registered in the holder’s name and may bear a legend, in
        addition to any legend which may be required pursuant to Section 6.6, indicating
        that the ownership of the shares of Common Stock represented by such certificate
        is subject to the restrictions, terms and conditions of this Plan and the
        Agreement relating to the Restricted Stock Award. Upon termination of any
        applicable Restriction Period (and the satisfaction or attainment of applicable
        Performance Measures) the Company shall remove the restrictions from the
        requisite number of any shares of Common Stock that are held in book entry
        form
        and all certificates evidencing ownership of the requisite number of shares
        of
        Common Stock shall be delivered to the holder of such award.

      


      (d) Rights
        with Respect to Restricted Stock Awards.
        Unless
        otherwise set forth in the Agreement relating to a Restricted Stock Award,
        and
        subject to the terms and conditions of a Restricted Stock Award, the holder
        of
        such award shall have all rights as a stockholder of the Company, including,
        but
        not limited to, voting rights, the right to receive dividends and the right
        to
        participate in any capital adjustment applicable to all holders of Common
        Stock;
provided,
        however,
        that a
        distribution with respect to shares of Common Stock, other than a regular
        cash
        dividend, shall be deposited with the Company and shall be subject to the
        same
        restrictions as the shares of Common Stock with respect to which such
        distribution was made.

      


      3.3. Terms
        of Restricted Stock Unit Awards.
        Restricted Stock Unit Awards shall be subject to the following terms and
        conditions and shall contain such additional terms and conditions, not
        inconsistent with the terms of this Plan, as the Committee shall deem advisable.
        

      


      (a) Number
        of Shares and Other Terms.
        The
        number of shares of Common Stock subject to a Restricted Stock Unit Award
        and
        the Restriction Period, Performance Period (if any) and Performance Measures
        (if
        any) applicable to a Restricted Stock Unit Award shall be determined by the
        Committee. 

      


      (b) Vesting
        and Forfeiture.
        The
        Agreement relating to a Restricted Stock Unit Award shall provide, in the
        manner
        determined by the Committee, in its discretion, and subject to the provisions
        of
        this Plan, for the vesting of such Restricted Stock Unit Award. 

       

      
        
          
          

        

        
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      3.4. Settlement
        of Vested Restricted Stock Unit Awards.
        The
        Agreement relating to a Restricted Stock Unit Award shall specify (i) whether
        such award may be settled in shares of Common Stock or cash or a combination
        thereof and (ii) whether the holder thereof shall be entitled to receive,
        on a
        current or deferred basis, dividend equivalents, and, if determined by the
        Committee, interest on, or the deemed reinvestment of, any deferred dividend
        equivalents, with respect to the number of shares of Common Stock subject
        to
        such award. Prior to the settlement of a Restricted Stock Unit Award, the
        holder
        of such award shall have no rights as a stockholder of the Company with respect
        to the shares of Common Stock subject to such award.

      


      3.5. Bonus
        Stock Awards.
        The
        number of shares of Common Stock subject to a Bonus Stock Award or Restricted
        Stock Unit Award shall be determined by the Committee. Bonus Stock Awards
        shall
        not be subject to any Performance Measures or Restriction Periods.

      


      3.6. Termination
        of Employment or Service.
        All
        of
        the terms relating to the satisfaction of Performance Measures and the
        termination of the Restriction Period relating to a Restricted Stock Award
        or
        Restricted Stock Unit Award or any forfeiture and cancellation of such awards
        upon a termination of employment with or service to the Company of the holder
        of
        such awards, whether by reason of Disability, Retirement, death or any other
        reason, shall be determined by the Committee.

      


      IV.
        PERFORMANCE SHARE AWARDS

      


      4.1. Performance
        Share Awards.
        The
        Committee may, in its discretion, grant Performance Share Awards to such
        eligible persons as may be selected by the Committee.

      


      4.2. Terms
        of Performance Share Awards.
        Performance Share Awards shall be subject to the following terms and conditions
        and shall contain such additional terms and conditions, not inconsistent
        with
        the terms of this Plan, as the Committee shall deem advisable.

      


      (a) Number
        of Performance Shares and Performance Measures.
        The
        number of Performance Shares subject to any award and the Performance Measures
        and Performance Period applicable to such award shall be determined by the
        Committee.

      


      (b) Vesting
        and Forfeiture.
        The
        Agreement relating to a Performance Share Award shall provide, in the manner
        determined by the Committee, in its discretion, and subject to the provisions
        of
        this Plan, for the vesting of such award, if specified Performance Measures
        are
        satisfied or met during the specified Performance Period, and for the forfeiture
        of all or a portion of such award, if specified Performance Measures are
        not
        satisfied or met during the specified Performance Period.

      


      (c) Settlement
        of Vested Performance Share Awards.
        The
        Agreement relating to a Performance Share Award (i) shall specify whether
        such
        award may be settled in shares of Common Stock (including shares of Restricted
        Stock) or cash or a combination thereof and (ii) may specify whether the
        holder
        thereof shall be entitled to receive, on a current or deferred basis, dividend
        equivalents, and, if determined by the Committee, interest on or the deemed
        reinvestment of any deferred dividend equivalents, with respect to the number
        of
        shares of Common Stock subject to such award. If a Performance Share Award
        is
        settled in shares of Restricted Stock, a certificate or certificates
        representing such Restricted Stock shall be issued in accordance with Section
        3.2(c) and the holder of such Restricted Stock shall have such rights of
        a
        stockholder of the Company as determined pursuant to Section 3.2(d). Prior
        to
        the settlement of a Performance Share Award in shares of Common Stock, including
        Restricted Stock, the holder of such award shall have no rights as a stockholder
        of the Company with respect to the shares of Common Stock subject to such
        award
        and shall have rights as a stockholder of the Company in accordance with
        Section
        5.10.

       

      
        
          
          

        

        
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      4.3 Termination
        of Employment.
        All of
        the terms relating to the satisfaction of Performance Measures and the
        termination of the Performance Period relating to a Performance Share Award,
        or
        any forfeiture and cancellation of such award upon a termination of employment
        with or service to the Company of the holder of such award, whether by reason
        of
        Disability, Retirement, death or other termination, shall be determined by
        the
        Committee.

      


      V.
        GENERAL

      


      5.1. Effective
        Date and Term of Plan.
        This
        Plan was approved by the stockholders of the Company on November 28, 2006
        and by
        the Board effective as of August 11, 2006. This Plan shall terminate upon
        the
        earlier to occur of (i) the date when shares of Common Stock are no longer
        available for the grant, exercise or settlement of awards or (ii) August
        10,
        2016, unless terminated earlier by the Board. Termination of this Plan shall
        not
        affect the terms or conditions of any award granted prior to
        termination.

      


      5.2. Amendments.
        The
        Board may amend this Plan as it shall deem advisable, subject to any requirement
        of stockholder approval required by applicable law, rule or regulation,
        including Section 162(m) and Section 422 of the Code; provided, however,
        that no
        amendment shall be made without stockholder approval if such amendment would
        (a)
        increase the maximum number of shares of Common Stock available under this
        Plan
        (subject to Section 5.7), (b) effect any change inconsistent with Section
        422 of
        the Code or (c) extend the term of this plan. No amendment may impair the
        rights
        of a holder of an outstanding award without the consent of such
        holder.

      


      5.3. Agreement.
        No award
        shall be valid until an Agreement is executed by the Company and the recipient
        of such award and, upon execution by each party and delivery of the Agreement
        to
        the Company, such award shall be effective as of the effective date set forth
        in
        the Agreement.

      


      5.4. Non-Transferability
        of Awards.
        Unless
        otherwise specified in the Agreement relating to an award, no award shall
        be
        transferable other than by will, the laws of descent and distribution or
        pursuant to beneficiary designation procedures approved by the Company. Except
        to the extent permitted by the foregoing sentence or the agreement relating
        to
        an award, each award may be exercised or settled during the holder’s lifetime
        only by the holder or the holder’s legal representative or similar person.
        Except to the extent permitted by the second preceding sentence or the agreement
        relating to an award, no award may be sold, transferred, assigned, pledged,
        hypothecated, encumbered or otherwise disposed of (whether by operation of
        law
        or otherwise) or be subject to execution, attachment or similar process.
        Upon
        any attempt to so sell, transfer, assign, pledge, hypothecate, encumber or
        otherwise dispose of any such award, such award and all rights thereunder
        shall
        immediately become null and void.

       

      
        
          
          

        

        
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      5.5. Tax
        Withholding.
        The
        Company shall have the right to require, prior to the issuance or delivery
        of
        any shares of Common Stock or the payment of any cash pursuant to an award
        made
        hereunder, payment by the holder of such award of any Federal, state, local
        or
        other taxes which may be required to be withheld or paid in connection with
        such
        award. An Agreement may provide that (i) the Company shall withhold whole
        shares
        of Common Stock which would otherwise be delivered to a holder, having an
        aggregate Fair Market Value determined as of the date the obligation to withhold
        or pay taxes arises in connection with an award (the “Tax
        Date”),
        or
        withhold an amount of cash which would otherwise be payable to a holder,
        in the
        amount necessary to satisfy any such obligation or (ii) the holder may satisfy
        any such obligation by any of the following means: (A) a cash payment to
        the
        Company, (B) delivery (either actual delivery or by attestation procedures
        established by the Company) to the Company of Mature Shares having an aggregate
        Fair Market Value, determined as of the Tax Date, equal to the amount necessary
        to satisfy any such obligation, (C) authorizing the Company to withhold whole
        shares of Common Stock which would otherwise be delivered having an aggregate
        Fair Market Value, determined as of the Tax Date, or withhold an amount of
        cash
        which would otherwise be payable to a holder, equal to the amount necessary
        to
        satisfy any such obligation, (D) in the case of the exercise of an option,
        a
        cash payment by a broker-dealer acceptable to the Company to whom the optionee
        has submitted an irrevocable notice of exercise or (E) any combination of
        (A),
        (B) and (C), in each case to the extent set forth in the Agreement relating
        to
        the award; provided, however, that the Company shall have sole discretion
        to
        disapprove of an election pursuant to any of clauses (B)-(E). Shares of Common
        Stock to be delivered or withheld may not have an aggregate Fair Market Value
        in
        excess of the amount determined by applying the minimum statutory withholding
        rate. Any fraction of a share of Common Stock which would be required to
        satisfy
        such an obligation shall be disregarded and the remaining amount due shall
        be
        paid in cash by the holder.

      


      5.6. Restrictions
        on Shares.
        Each
        award made hereunder shall be subject to the requirement that if at any time
        the
        Company determines that the listing, registration or qualification of the
        shares
        of Common Stock subject to such award upon any securities exchange or under
        any
        law, or the consent or approval of any governmental body, or the taking of
        any
        other action is necessary or desirable as a condition of, or in connection
        with,
        the exercise or settlement of such award or the delivery of shares thereunder,
        such award shall not be exercised or settled and such shares shall not be
        delivered unless such listing, registration, qualification, consent, approval
        or
        other action shall have been effected or obtained, free of any conditions
        not
        acceptable to the Company. The Company may require that certificates evidencing
        shares of Common Stock delivered pursuant to any award made hereunder bear
        a
        legend indicating that the sale, transfer or other disposition thereof by
        the
        holder is prohibited except in compliance with the Securities Act of 1933,
        as
        amended, and the rules and regulations thereunder.

      


      5.7. Adjustment.
        In the
        event of any stock split, reverse stock split, stock dividend, recapitalization,
        reclassification, reorganization, merger, consolidation, combination, exchange
        of shares, liquidation, spin-off or other similar change in capitalization
        or
        event, or any distribution of the Company’s equity securities without the
        receipt of consideration by the Company, the number and class of securities
        available under this Plan or for Stock Awards, the number and class of
        securities subject to each outstanding option and the purchase price per
        security, the terms of each outstanding SAR, the number and class of securities
        subject to each outstanding Stock Award, and the terms of each outstanding
        Performance Share shall be appropriately adjusted by the Committee in order
        to
        prevent dilution or enlargement of the benefits or potential benefits intended
        to be made available under the Plan, such adjustments to be made equitably
        and,
        in the case of outstanding options and SARs, without an increase in the
        aggregate purchase price or base price. The decision of the Committee regarding
        any such adjustment shall be final, binding and conclusive. If any such
        adjustment would result in a fractional security being (a) available under
        this
        Plan, such fractional security shall be disregarded, or (b) subject to an
        award
        under this Plan, the Company shall pay the holder of such award, in connection
        with the first vesting, exercise or settlement of such award in whole or
        in part
        occurring after such adjustment, an amount in cash determined by multiplying
        (i)
        the fraction of such security (rounded to the nearest hundredth) by (ii)
        the
        excess, if any, of (A) the Fair Market Value on the vesting, exercise or
        settlement date over (B) the exercise or base price, if any, of such
        award.

       

      
        
          
          

        

        
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      5.8. Change
        in Control.

      


      (a)
        (1)
        Notwithstanding any provision in this Plan or any Agreement, in the event
        of a
        Change in Control pursuant to Section (b)(3) or (4) below in connection with
        which the holders of Common Stock receive shares of common stock that are
        registered under Section 12 of the Exchange Act, there shall be substituted
        for
        each share of Common Stock available under this Plan, whether or not then
        subject to an outstanding award, the number and class of shares into which
        each
        outstanding share of Common Stock shall be converted pursuant to such Change
        in
        Control. In the event of any such substitution, the purchase price per share
        in
        the case of an option and the base price in the case of an SAR shall be
        appropriately adjusted by the Committee (whose determination shall be final,
        binding and conclusive), such adjustments to be made in the case of outstanding
        options and SARs without an increase in the aggregate purchase price or base
        price.

      


      (2) Notwithstanding
        any provision in this Plan or any Agreement, in the event of a Change in
        Control
        pursuant to Section (b)(1) or (2) below, or in the event of a Change in Control
        pursuant to Section (b)(3) or (4) below in connection with which the holders
        of
        Common Stock receive consideration other than shares of common stock that
        are
        registered under Section 12 of the Exchange Act, each outstanding award shall
        be
        surrendered to the Company by the holder thereof, and each such award shall
        immediately be canceled by the Company, and the holder shall receive, within
        ten
        days of the occurrence of a Change in Control, a cash payment from the Company
        in an amount equal to (i) in the case of an option, the number of shares
        of
        Common Stock then subject to such option, multiplied by the excess, if any,
        of
        the greater of (A) the highest per share price offered to stockholders of
        the
        Company in any transaction whereby the Change in Control takes place or (B)
        the
        Fair Market Value of a share of Common Stock on the date of occurrence of
        the
        Change in Control, over the purchase price per share of Common Stock subject
        to
        the option, (ii) in the case of a Free-Standing SAR, the number of shares
        of
        Common Stock then subject to such SAR, multiplied by the excess, if any,
        of the
        greater of (A) the highest per share price offered to stockholders of the
        Company in any transaction whereby the Change in Control takes place or (B)
        the
        Fair Market Value of a share of Common Stock on the date of occurrence of
        the
        Change in Control, over the base price of the SAR, (iii) in the case of a
        Restricted Stock Award, Restricted Stock Unit Award or Performance Share
        Award,
        the number of shares of Common Stock or the number of Performance Shares,
        as the
        case may be, then subject to such award, multiplied by the greater of (A)
        the
        highest per share price offered to stockholders of the Company in any
        transaction whereby the Change in Control takes place or (B) the Fair Market
        Value of a share of Common Stock on the date of occurrence of the Change
        in
        Control. In the event of a Change in Control, each Tandem SAR shall be
        surrendered by the holder thereof and shall be canceled simultaneously with
        the
        cancellation of the related option. The Company may, but is not required
        to,
        cooperate with any person who is subject to Section 16 of the Exchange Act
        to assure that any cash payment in accordance with the foregoing to such
        person
        is made in compliance with Section 16 and the rules and regulations
        thereunder.

       

      
        
          
          

        

        
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      (3) In
        the
        event of a Change of Control, the Committee may, in its discretion, elect
        to (i)
        accelerate the exercisability of any or all outstanding options, (ii) accelerate
        the Restriction Period applicable to any or all outstanding Restricted Stock
        Awards or Restricted Stock Unit Awards, (iii) accelerate the Performance
        Period
        applicable to any or all outstanding Performance Shares or (iv) deem satisfied
        any or all Performance Measures applicable to any or all outstanding
        awards.

      


      (b) Unless
        the Committee shall otherwise determine, a “Change in Control” shall mean:


      


      (1) the
        acquisition by any individual, entity or group (a “Person”),
        including any “person” within the meaning of Section 13(d)(3) or 14(d)(2) of the
        Exchange Act, of beneficial ownership within the meaning of Rule 13d-3
        promulgated under the Exchange Act, of a majority or more of either (i) the
        then
        outstanding shares of common stock of the Company (the “Outstanding
        Common Stock”)
        or
        (ii) the combined voting power of the then outstanding securities of the
        Company
        entitled to vote generally in the election of directors (the “Outstanding
        Voting Securities”);
        excluding, however, the following: (A) any acquisition directly from the
        Company
        (excluding any acquisition resulting from the exercise of an exercise,
        conversion or exchange privilege unless the security being so exercised,
        converted or exchanged was acquired directly from the Company), (B) any
        acquisition by the Company, (C) any acquisition by an employee benefit plan
        (or
        related trust) sponsored or maintained by the Company or any corporation
        controlled by the Company or (D) any acquisition by any corporation pursuant
        to
        a transaction which complies with clauses (i), (ii) and (iii) of subsection
        (3)
        of this Section 5.8(b); provided further, that for purposes of clause (B),
        if
        any Person (other than the Company or any employee benefit plan (or related
        trust) sponsored or maintained by the Company or any corporation controlled
        by
        the Company) shall become the beneficial owner of 50% or more of the Outstanding
        Common Stock or 50% or more of the Outstanding Voting Securities by reason
        of an
        acquisition by the Company, and such Person shall, after such acquisition
        by the
        Company, become the beneficial owner of any additional shares of the Outstanding
        Common Stock or any additional Outstanding Voting Securities and such beneficial
        ownership is publicly announced, such additional beneficial ownership shall
        constitute a Change in Control;

      


      (2) 
        individuals who, as of the date hereof, constitute the Board of Directors
        (the
“Incumbent
        Board”)
        cease
        for any reason to constitute at least a majority of such Board; provided
        that
        any individual who becomes a director of the Company subsequent to the date
        hereof whose election, or nomination for election by the Company’s stockholders,
        was approved by the vote of at least a majority of the directors then comprising
        the Incumbent Board shall be deemed a member of the Incumbent Board; and
        provided further, that any individual who was initially elected as a director
        of
        the Company as a result of an actual or threatened election contest, as such
        terms are used in Rule 14a-11 of Regulation 14A promulgated under the Exchange
        Act, or any other actual or threatened solicitation of proxies or consents
        by or
        on behalf of any Person other than the Board shall not be deemed a member
        of the
        Incumbent Board;

       

      
        
          
          

        

        
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      (3) the
        consummation of a reorganization, merger or consolidation or sale or other
        disposition of all or substantially all of the assets of the Company (a
“Corporate
        Transaction”);
        excluding, however, a Corporate Transaction pursuant to which (i) all or
        substantially all of the individuals or entities who are the beneficial owners,
        respectively, of the Outstanding Common Stock and the Outstanding Voting
        Securities immediately prior to such Corporate Transaction will beneficially
        own, directly or indirectly, more than a majority of, respectively, the
        outstanding shares of common stock, and the combined voting power of the
        outstanding securities entitled to vote generally in the election of directors,
        as the case may be, of the corporation resulting from such Corporate Transaction
        (including, without limitation, a corporation which as a result of such
        transaction owns the Company or all or substantially all of the Company’s assets
        either directly or indirectly) in substantially the same proportions relative
        to
        each other as their ownership, immediately prior to such Corporate Transaction,
        of the Outstanding Common Stock and the Outstanding Voting Securities, as
        the
        case may be and (ii) individuals who were members of the Incumbent Board
        will
        constitute at least a majority of the members of the board of directors of
        the
        corporation resulting from such Corporate Transaction; or

      


      (4) the
        consummation of a plan of complete liquidation or dissolution of the
        Company.

      


      5.9. No
        Right of Participation or Employment.
        No
        person shall have any right to participate in this Plan. Neither this Plan
        nor
        any award made hereunder shall confer upon any person any right to continued
        employment by the Company, any Subsidiary or any affiliate of the Company
        or
        affect in any manner the right of the Company, any Subsidiary or any affiliate
        of the Company to terminate the employment of any person at any time without
        liability hereunder.

      


      5.10. Rights
        as Stockholder.
        No
        person shall have any right as a stockholder of the Company with respect
        to any
        shares of Common Stock or other equity security of the Company which is subject
        to an award hereunder unless and until such person becomes a stockholder
        of
        record with respect to such shares of Common Stock or equity
        security.

      


      5.11. Designation
        of Beneficiary.
        If
        permitted by the Company, a holder of an award may file with the Committee
        a
        written designation of one or more persons as such holder’s beneficiary or
        beneficiaries (both primary and contingent) in the event of the holder’s death.
        To the extent an outstanding option or SAR granted hereunder is exercisable,
        such beneficiary or beneficiaries shall be entitled to exercise such option
        or
        SAR.

      


      Each
        beneficiary designation shall become effective only when filed in writing
        with
        the Committee during the holder’s lifetime on a form prescribed by the
        Committee. The spouse of a married holder domiciled in a community property
        jurisdiction shall join in any designation of a beneficiary other than such
        spouse. The filing with the Committee of a new beneficiary designation shall
        cancel all previously filed beneficiary designations.

       

      
        
          
          

        

        
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      If
        a
        holder fails to designate a beneficiary, or if all designated beneficiaries
        of a
        holder predecease the holder, then each outstanding option and SAR hereunder
        held by such holder, to the extent exercisable, may be exercised by such
        holder’s executor, administrator, legal representative or similar
        person.

      


      5.12. Governing
        Law.
        This
        Plan, each award hereunder and the related Agreement, and all determinations
        made and actions taken pursuant thereto, to the extent not otherwise governed
        by
        the Code or the laws of the United States, shall be governed by the laws
        of the
        State of Delaware, or if the Company is reincorporated in another state by
        merger or otherwise, the laws of such other state, and construed in accordance
        therewith without giving effect to principles of conflicts of laws.

      


      5.13. Foreign
        Employees.
        Without
        amending this Plan, the Committee may grant awards to eligible persons who
        are
        foreign nationals on such terms and conditions different from those specified
        in
        this Plan as may in the judgment of the Committee be necessary or desirable
        to
        foster and promote achievement of the purposes of this Plan and, in furtherance
        of such purposes the Committee may make such modifications, amendments,
        procedures, subplans and the like as may be necessary or advisable to comply
        with provisions of laws in other countries or jurisdictions in which the
        Company
        or its Subsidiaries operates or has employees.

      


      *
        *
        *

      


      
        
          
          

        

        
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