Unassociated Document


    Exhibit
      10.38

    


    PHOTOMEDEX,
      INC.

    


    AMENDED
      AND RESTATED

    


    2005
      EQUITY COMPENSATION PLAN

     

    AS
      OF JUNE 26, 2007

    


    


    1.    Purposes
      of the Plan.
      The
      purposes of this PhotoMedex, Inc. 2005 Equity Compensation Plan (the
“Plan”)
      are
      to attract and retain the best available personnel for positions of substantial
      responsibility, to provide additional incentives to Employees and Consultants,
      and to promote the success of the Company and the Company's Affiliates. Options
      granted under the Plan may be Incentive Stock Options or Nonstatutory Stock
      Options, as determined by the Administrator at the time of grant. Stock Purchase
      Rights, time vested and/or performance vested Restricted Stock, Stock
      Appreciation Rights and Unrestricted Shares may also be granted under the
      Plan.

    


    2.    Definitions.
      As used
      herein, the following definitions shall apply:

     

    “Acquirer”
has
      the
      meaning set forth in Section 16(c).

    


    “Administrator”
means
      the committee which has been delegated the responsibility of administering
      the
      Plan in accordance with Section 4 of the Plan.

    


    “Affiliate”
means
      any Parent and/or Subsidiary.

    


    “Applicable
      Laws”
means
      the requirements relating to the administration of equity compensation plans
      under the applicable corporate and securities laws of any of the states in
      the
      United States, U.S. federal securities laws, the Code, the rules and regulations
      of any stock exchange or quotation system on which the Common Stock is listed
      or
      quoted and the applicable laws of any foreign country or jurisdiction where
      Awards are, or will be, granted under the Plan.

    


    “Award”
means
      the grant of an Option, a Stock Purchase Right, a Stock Appreciation Right,
      a
      Stock Award and/or Unrestricted Shares.

    


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

    


    “Cause”
means,
      unless otherwise specifically provided in a Participant's Option Agreement,
      Stock Purchase Agreement, Stock Appreciation Right Agreement or Stock Award
      Agreement, a finding by the Administrator that the Participant's employment
      with
      or service to the Company or any Affiliate was terminated due to one or more
      of
      the following: (i) the Participant's performance of duties in an incompetent
      manner; (ii) the Participant's commission of any act of fraud, insubordination,
      misappropriation or personal dishonesty relating to or involving the Company
      or
      any Affiliate in any material respect; (iii) the Participant's gross negligence;
      (iv) the Participant's violation of any express direction of the Company or
      of
      any Affiliate or any material violation of any rule, regulation, policy or
      plan
      established by the Company or any Affiliate from time to time regarding the
      conduct of its employees or its business; (v) the Participant's disclosure
      or
      use of confidential information of the Company or any Affiliate, other than
      as
      required in the performance of the Participant's duties; (vi) actions by the
      Participant that are determined by the Administrator to be clearly contrary
      to
      the best interests of the Company and/or its Affiliates; (vii) the Participant's
      conviction of a crime constituting a felony or any other crime involving moral
      turpitude; (viii) the Participant's use of alcohol or any unlawful controlled
      substance to an extent that it interferes with the performance of the
      Participant's duties, or (ix) any other act or omission which, in the
      determination of the Administrator, is materially detrimental to the business
      of
      the Company or of an Affiliate. Notwithstanding the foregoing, if a Participant
      has entered into a written employment or consulting agreement with the Company
      that specifies the conditions or circumstances under which the Participant's
      service may be terminated for cause, then the terms of such agreement shall
      apply for purposes of determining whether “Cause” shall have occurred for
      purposes of this Plan.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    “Change
      in Control Event”
has
      the
      meaning set forth in Section 16(c).

    


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

    


    “Common
      Stock”
means
      the common stock, par value $.01 per share, of the Company.

    


    “Company”
means
      PhotoMedex, Inc., a Delaware corporation.

    


    “Consultant”
means
      any person, including an advisor, engaged by the Company or an Affiliate to
      render services to such entity, other than an Employee or a
      Director.

    


    “Director”
means
      a
      member of the Board or of the board of directors of an Affiliate.

    


    “Disability”
means
      total and permanent disability as defined in Section 22(e)(3) of the
      Code.

    


    “Employee”
means
      any person, including officers and Directors, serving as an employee of the
      Company or an Affiliate. An individual shall not cease to be an Employee in
      the
      case of (i) any leave of absence approved by the Company or (ii) transfers
      between locations of the Company or between the Company, its Parent, any
      Subsidiary or any successor. For purposes of an Option initially granted as
      an
      Incentive Stock Option, if a leave of absence of more than three months
      precludes such Option from being treated as an Incentive Stock Option under
      the
      Code, such Option thereafter shall be treated as a Nonstatutory Stock Option
      for
      purposes of this Plan. Neither service as a Director nor payment of a director's
      fee by the Company shall be sufficient to constitute “employment” by the
      Company.

    


    “Fair
      Market Value”
means,
      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 National Market or the
      NASDAQ Capital Market, the Fair Market Value of a Share shall be the closing
      sales price of a Share (or the closing bid, if no such sales were reported)
      as
      quoted on such exchange or system for the last market trading day prior to
      the
      day of determination, as reported in
      The
      Wall Street Journal
      or such
      other source as the Administrator deems reliable;

    


    (ii)    if
      the Common Stock is regularly quoted by a recognized securities dealer but
      is
      not listed in the manner contemplated by clause (i) above, the Fair Market
      Value
      of a Share 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,
      as reported in
      The
      Wall Street Journal
      or such
      other source as the Administrator deems reliable; or

    


    (iii)    if
      neither clause (i) above nor clause (ii) above applies, the Fair Market Value
      shall be determined in good faith by the Administrator.

    


    “Incentive
      Stock Option”
means
      an Option intended to qualify as an incentive stock option within the meaning
      of
      Section 422 of the Code and the regulations promulgated thereunder.

    


    “Nonstatutory
      Stock Option”
means
      an Option not intended to qualify as an Incentive Stock Option.

    


    “Notice
      of Grant”
means
      a
      written or electronic notice evidencing certain terms and conditions of an
      Award.

     

    
      
         

      

      
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    “Option”
means
      a
      stock option granted pursuant to the Plan.

    


    “Option
      Agreement”
means
      an agreement between the Company and an Optionee evidencing the terms and
      conditions of an individual Option grant. Each Option Agreement shall be subject
      to the terms and conditions of the Plan and the applicable Notice of
      Grant.

    


    “Optioned
      Stock”
means
      the Common Stock subject to an Option or Stock Purchase Right.

    


    “Optionee”
means
      the holder of an outstanding Option or Stock Purchase Right granted under the
      Plan.

    


    “Parent”
means
      a
“parent corporation” of the Company (or, in the context of Section 16(c) of the
      Plan, of a successor corporation), whether now or hereafter existing, as defined
      in Section 424(e) of the Code.

    


    “Participant”
shall
      mean any Service Provider who holds an Option, a Stock Purchase Right, a Stock
      Appreciation Right, a Stock Award or Unrestricted Shares granted or issued
      pursuant to the Plan.

    


    “Restricted
      Period”
has
      the
      meaning set forth in Section 12(a).

    


    “Restricted
      Stock”
means
      shares of Common Stock acquired pursuant to a grant of a Stock Award under
      Section 12 of the Plan.

    


    “Service”
shall
      mean service to the Company or its subsidiaries as an Employee or, following
      a
      Change in Control Event, service to the Acquirer (as defined in this Section
      2)
      or its subsidiaries as an employee.

     

    “Service
      Provider”
means
      an Employee or Consultant. A Director who is neither an Employee nor a
      Consultant shall not be deemed to be a Service Provider.

    


    “Share”
means
      a
      share of the Common Stock, as adjusted in accordance with Section 16 of the
      Plan.

    


    “Stock
      Appreciation Right”
means
      a
      right granted pursuant to Section 14 of the Plan, as evidenced by a Notice
      of
      Grant. Stock Appreciation Rights may be awarded either in tandem with Options
      ("
      Tandem Stock Appreciation Rights
      ") or on
      a stand-alone basis ("
      Nontandem Stock Appreciation Rights
      ").

    


    “Stock
      Appreciation Right Agreement”
means
      an agreement between the Company and the grantee of a Stock Appreciation Right,
      approved by the Administrator, evidencing the terms and conditions of an
      individual Stock Appreciation Right grant. Each Stock Appreciation Right
      Agreement shall be subject to the terms and conditions of the Plan and the
      applicable Notice of Grant.

    


    “Stock
      Award”
means
      an Award of Shares pursuant to Section 12 of the Plan.

     

    “Stock
      Award Agreement”
means
      an agreement, approved by the Administrator, providing the terms and conditions
      of a Stock Award. Each Stock Award Agreement shall be subject to the terms
      and
      conditions of the Plan and the applicable Notice of Grant.

    


    “Stock
      Award Shares”
means
      Shares subject to a Stock Award.

    


    “Stock
      Awardee”
means
      the holder of an outstanding Stock Award granted under the Plan.

    


    “Stock
      Purchase Agreement”
means
      a
      written agreement between the Company and an Optionee, approved by the
      Administrator, evidencing the terms and restrictions applicable to stock
      purchased under a Stock Purchase Right. Each Stock Purchase Agreement shall
      be
      subject to the terms and conditions of the Plan and the applicable Notice of
      Grant.

    


    “Stock
      Purchase Awardee”
means
      the holder of an outstanding Stock Purchase Right granted under the
      Plan.

     

    
      
         

      

      
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    “Stock
      Purchase Right”
means
      the right to purchase Common Stock pursuant to Section 11 of the Plan, as
      evidenced by a Notice of Grant.

    


    “Stock
      Purchase Stock”
means
      shares of Common Stock acquired pursuant to a grant of a Stock Purchase Right
      under Section 11 of the Plan.

    


    “Subsidiary”
means
      a
      "subsidiary corporation" of the Company (or, in the context of Section 16(c)
      of
      the Plan, of a successor corporation), whether now or hereafter existing, as
      defined in Section 424(f) of the Code.

    


    “Substitute
      Options”
has
      the
      meaning set forth in Section 17.

    


    “Unrestricted
      Shares”
means
      a
      grant of Shares made on an unrestricted basis pursuant to Section 13 of the
      Plan.

    


    3.    Stock
      Subject to the Plan.
      Subject
      to the provisions of Section 16 of the Plan, the initial maximum number of
      shares of Common Stock that may be issued under the Plan shall be 6,160,000
      shares. For purposes of the foregoing limitation, the shares of Common Stock
      underlying any Awards which are forfeited, canceled, reacquired by the Company,
      satisfied without the issuance of Common Stock or otherwise terminated (other
      than by exercise) shall be added back to the number of shares of Common Stock
      available for issuance under the Plan. Notwithstanding the foregoing, no more
      than 500,000 shares of Common Stock may be granted to any one Participant with
      respect to Options and Stock Appreciation Rights during any one calendar year
      period. Common Stock to be issued under the Plan may be either authorized and
      unissued shares or shares held in treasury by the Company.

    


    4.    Administration
      of the Plan.

    


    (a)    Administration.
      The
      Plan shall be administered by a committee of the Board comprised of three or
      more directors who are “outside directors” within the meaning of Section 162(m)
      of the Code and the regulations promulgated thereunder, “non-employee directors”
within the meaning of Rule 16b-3(b)(3) and “independent directors” within the
      meaning of Section 4200(a)(15) of the NASD Marketplace Rules.

    


    (b)    Powers
      of the Administrator.
      Subject
      to the provisions of the Plan, the Administrator shall have the authority,
      in
      its discretion:

    


    (i)    to
      determine the Fair Market Value;

    


    (ii)    to
      select the Service Providers to whom Options, Stock Purchase Rights, Stock
      Awards, Stock Appreciation Rights and Unrestricted Shares may be granted
      hereunder;

    


    (iii)    to
      determine the number of shares of Common Stock to be covered by each Award
      granted hereunder;

    


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

     

    (v)    to
      determine the terms and conditions, not inconsistent with the terms of the
      Plan,
      of any Award granted hereunder and of any Option Agreement, Stock Purchase
      Agreement, Stock Award Agreement and Stock Appreciation Right Agreement. Such
      terms and conditions include, but are not limited to, the exercise price, the
      time or times when Options or Stock Purchase Rights may be exercised (which
      may
      be based on performance criteria), any vesting, acceleration or waiver of
      forfeiture provisions, and any restriction or limitation regarding any Option,
      Stock Purchase Right, Stock Award, Stock Appreciation Right or grant of
      Unrestricted Shares or the Shares of Common Stock relating thereto, based in
      each case on such factors as the Administrator, in its sole discretion, shall
      determine;

     

    
      
         

      

      
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    (vi)    to
      construe and interpret the terms of the Plan, Awards granted pursuant to the
      Plan and agreements entered into pursuant to the Plan;

    


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

    


    (viii)    to
      allow Optionees to satisfy withholding tax obligations by having the Company
      withhold from the Shares to be issued upon exercise of an Option that number
      of
      Shares having a Fair Market Value equal to the amount required to be withheld,
      provided that withholding is calculated at no less than the minimum statutory
      withholding level. The Fair Market Value of the Shares to be withheld shall
      be
      determined as of the date that the income resulting from exercise of the Option
      is recognized by the Optionee. All determinations to have Shares withheld for
      this purpose shall be made by the Administrator in its discretion;

     

    (ix)    to
      authorize any person to execute on behalf of the Company any agreement entered
      into pursuant to the Plan and any instrument required to effect the grant of
      an
      Award previously granted by the Administrator; and

    


    (x)    to
      make all other determinations deemed necessary or advisable for purposes of
      administering the Plan.

    


    (c)    Effect
      of Administrator's Decision.
      The
      Administrator's decisions, determinations and interpretations shall be final
      and
      binding on all holders of Awards. Neither the Administrator, nor any member
      or
      delegate thereof, shall be liable for any act, omission, interpretation,
      construction or determination made in good faith in connection with the Plan,
      and each of the foregoing shall be entitled in all cases to indemnification
      and
      reimbursement by the Company in respect of any claim, loss, damage or expense
      (including without limitation reasonable attorneys' fees) arising or resulting
      therefrom to the fullest extent permitted by law and/or under any directors'
      and
      officers' liability insurance coverage which may be in effect from time to
      time.

    


    5.    Eligibility.
      Nonstatutory Stock Options, Stock Purchase Rights, Stock Awards, Stock
      Appreciation Rights and Unrestricted Shares may be granted to all Service
      Providers. Incentive Stock Options may be granted only to Employees.
      Notwithstanding anything contained herein to the contrary, an Award may be
      granted to a person who is not then a Service Provider;
      provided
      ,
      however
      , that
      the grant of such Award shall be conditioned upon such person's becoming a
      Service Provider at or prior to the time of the execution of the agreement
      evidencing such Award.

    


    6.    Limitations.

    


    (a)    Each
      Option shall be designated in the applicable Option Agreement as either an
      Incentive Stock Option or a Nonstatutory Stock Option. However, notwithstanding
      such designation, if an Employee becomes eligible in any given year to exercise
      Incentive Stock Options for Shares having a Fair Market Value in excess of
      $100,000, those Options representing the excess shall be treated as Nonstatutory
      Stock Options. In the previous sentence, “Incentive Stock Options” include
      Incentive Stock Options granted under any plan of the Company or any
      Affiliate. For the purpose of deciding which Options apply to Shares that
“exceed” the $100,000 limit, Incentive Stock Options shall be taken into account
      in the same order as granted. The Fair Market Value of the Shares shall be
      determined as of the time the Option with respect to such Shares is
      granted.

    


    (b)    Neither
      the Plan nor any Award nor any agreement entered into pursuant to the Plan
      shall
      confer upon a Participant any right with respect to continuing the grantee's
      relationship as a Service Provider with the Company or any Affiliate, nor shall
      they interfere in any way with the Participant's right or the right of the
      Company or any Affiliate to terminate such relationship at any time, with or
      without cause.

    


    7.    Term
      of the Plan.
      The
      Plan shall become effective upon approval by the Company's stockholders and
      shall continue in effect for a term of ten (10) years unless terminated earlier
      under Section 19 of the Plan.

     

    
      
         

      

      
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    8.    Term
      of Options.
      The
      term of each Option shall be stated in the applicable Option Agreement or,
      if
      not so stated, ten years from the date of grant. However, in the case of an
      Incentive Stock Option granted to an Optionee who, at the time the Incentive
      Stock Option is granted, owns, directly or indirectly, stock representing more
      than ten percent (10%) of the total combined voting power of all classes of
      stock of the Company and any Parent or Subsidiary, the term of the Incentive
      Stock Option shall be five (5) years from the date of grant or such shorter
      term
      as may be provided in the applicable Option Agreement.

    


    9.    Option
      Exercise Price; Exercisability.

    


    (a)    Exercise
      Price.
      The per
      share exercise price for the Shares to be issued pursuant to exercise of an
      Option shall be determined by the Administrator, subject to the
      following:

    


    (i)    In
      the case of an Incentive Stock Option:

     

    (A)    granted
      to an Employee who, at the time the Incentive Stock Option is granted, owns
      stock representing more than ten percent (10%) of the voting power of all
      classes of stock of the Company and any Affiliate, the per Share exercise price
      shall be not less than 110% of the Fair Market Value per Share on the date
      of
      grant, or

    


    (B)    granted
      to any Employee other than an Employee described in paragraph (A) immediately
      above, the per Share exercise price shall be not less than 100% of the Fair
      Market Value per Share on the date of grant.

    


    (ii)    In
      the case of a Nonstatutory Stock Option, the per Share exercise price shall
      be
      not less than 100% of the Fair Market Value per Share on the date of
      grant.

    


    (iii)    Notwithstanding
      the foregoing, Options may be granted with a per Share exercise price of less
      than 100% (or 110%, if clause (i)(A) above applies) of the Fair Market Value
      per
      Share on the date of grant pursuant to a merger or other comparable corporate
      transaction, but in no event shall Options be granted at a per Share exercise
      price that would cause the Options to be deemed a deferral of compensation
      under
      Code Section 409A.

    


    (b)    Exercise
      Period and Conditions.
      At the
      time that an Option is granted, the Administrator shall fix the period within
      which the Option may be exercised and shall determine any conditions that must
      be satisfied before the Option may be exercised.

     

    10.    Exercise
      of Options; Consideration.

    


    (a)    Procedure
      for Exercise; Rights as a Shareholder.
      Any
      Option granted hereunder shall be exercisable according to the terms of the
      Plan
      and at such times and under such conditions as determined by the Administrator
      and set forth in the Option Agreement, provided, however, that unless otherwise
      determined by the Administrator, each Option shall vest and become exercisable
      as to 20% of the Shares subject to such Option on the first anniversary of
      its
      date of grant, as to an additional 20% of the Shares subject to such Option
      on
      the second anniversary of its date of grant, as to an additional 20% of the
      Shares subject to such Option on the third anniversary of its date of grant,
      as
      to an additional 20% of the Shares subject to such Option on the fourth
      anniversary of its date of grant and as to the balance of the Shares subject
      to
      such Option on the fifth anniversary of its date of grant. Unless the
      Administrator provides otherwise, vesting of Options granted hereunder shall
      be
      tolled during any unpaid leave of absence. An Option may not be exercised for
      a
      fraction of a Share. An Option shall be deemed exercised when the Company
      receives: (i) written or electronic notice of exercise (in accordance with
      the
      Option Agreement) from the person entitled to exercise the Option, and (ii)
      full
      payment for the Shares with respect to which the Option is exercised. Full
      payment may consist of any consideration and method of payment authorized by
      the
      Administrator and permitted by the Option Agreement and Section 10(f) of the
      Plan. Shares issued upon exercise of an Option shall be issued in the name
      of
      the Optionee. Until the Shares are issued (as evidenced by the appropriate
      entry
      on the books of the Company or of a duly authorized transfer agent of the
      Company), no right to vote or receive dividends or any other rights as a
      shareholder shall exist with respect to the Optioned Stock, notwithstanding
      the
      exercise of the Option. The Company shall issue (or cause to be issued) such
      Shares promptly after the Option is exercised. No adjustment will be made for
      a
      dividend or other right for which the record date is prior to the date the
      Shares are issued, except as provided in Section 16 of the Plan. Exercising
      an
      Option in any manner shall decrease the number of Shares thereafter available,
      both for purposes of the Plan and for sale under the Option, by the number
      of
      Shares as to which the Option is exercised.

     

    
      
         

      

      
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    (b)    Termination
      of Relationship as a Service Provider.
      If an
      Optionee ceases to be a Service Provider, other than as a result of the
      Optionee's death, Disability or termination for Cause, the Optionee may exercise
      his or her Option within such period of time as is specified in the Option
      Agreement to the extent that the Option is vested on the date of termination
      (but in no event later than the expiration of the term of such Option as set
      forth in the Notice of Grant). In the absence of a specified time in the Option
      Agreement and except as otherwise provided in Sections 10(c), 10(d) and 10(e)
      of
      this Plan, the Option shall remain exercisable for three months following the
      Optionee's termination (but in no event later than the expiration of the term
      of
      such Option). If, on the date of termination, the Optionee is not vested as
      to
      his or her entire Option, the Shares covered by the unvested portion of the
      Option shall revert to the Plan. If, after termination, the Optionee does not
      exercise his or her Option in full within the time specified by the
      Administrator, the unexercised portion of the Option shall terminate, and the
      Shares covered by such unexercised portion of the Option shall revert to the
      Plan. Notwithstanding anything contained herein to the contrary, an Optionee
      who
      changes his or her status as a Service Provider (e.g., from being an Employee
      to
      being a Consultant) shall not be deemed to have ceased being a Service Provider
      for purposes of this Section 10(b), nor shall a transfer of employment among
      the
      Company and any Affiliate be considered a termination of employment;
      provided
      ,
      however
      , that
      if an Optionee owning Incentive Stock Options ceases being an Employee but
      continues as a Consultant, such Incentive Stock Options shall be deemed to
      be
      Nonstatutory Stock Options three months after the date of such
      cessation.

     

    (c)    Disability
      of an Optionee.
      If an
      Optionee ceases to be a Service Provider as a result of the Optionee's
      Disability, the Optionee may exercise his or her Option within such period
      of
      time as is specified in the Option Agreement to the extent the Option is vested
      on the date of termination (but in no event later than the expiration of the
      term of such Option as set forth in the Notice of Grant). In the absence of
      a
      specified time in the Option Agreement, the Option shall remain exercisable
      for
      twelve (12) months following the Optionee's termination (but in no event later
      than the expiration of the term of such Option). If, on the date of termination,
      the Optionee is not vested as to his or her entire Option, the Shares covered
      by
      the unvested portion of the Option shall revert to the Plan. If, after
      termination, the Optionee does not exercise his or her Option in full within
      the
      time specified herein, the unexercised portion of the Option shall terminate,
      and the Shares covered by such unexercised portion of the Option shall revert
      to
      the Plan.

    (d)    Death
      of an Optionee.
      If an
      Optionee dies while a Service Provider, the Option may be exercised within
      such
      period of time as is specified in the Option Agreement (but in no event later
      than the expiration of the term of such Option as set forth in the Notice of
      Grant), by the Optionee's estate or by a person who acquires the right to
      exercise the Option by bequest or inheritance, but only to the extent that
      the
      Option is vested on the date of death. In the absence of a specified time in
      the
      Option Agreement, the Option shall remain exercisable for twelve (12) months
      following the Optionee's death (but in no event later than the expiration of
      the
      term of such Option). If, at the time of death, the Optionee is not vested
      as to
      his or her entire Option, the Shares covered by the unvested portion of the
      Option shall revert to the Plan. If the Option is not so exercised in full
      within the time specified herein, the unexercised portion of the Option shall
      terminate, and the Shares covered by the unexercised portion of such Option
      shall revert to the Plan.

    


    (e)    Termination
      for Cause.
      Unless
      otherwise provided in a Service Provider's Option Agreement, if a Service
      Provider's relationship with the Company is terminated for Cause, then such
      Service Provider shall have no right to exercise any of such Service Provider's
      Options at any time on or after the effective date of such termination. All
      Shares covered by such Options and not acquired by exercise prior to the date
      of
      such termination shall revert to the Plan.

     

    
      
         

      

      
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    (f)    Form
      of Consideration.
      The
      Administrator shall determine the acceptable form of consideration for
      exercising an Option, including the method of payment. In the case of an
      Incentive Stock Option, the Administrator shall determine the acceptable form
      of
      consideration at the time of grant. Such consideration may consist entirely
      of:

    


    (i)    cash;

    


    (ii)    check;

    


    (iii)    other
      Shares of the Company's capital stock which (A) have been owned by the Optionee
      for more than six months on the date of surrender, and (B) have a Fair Market
      Value on the date of surrender equal to the aggregate exercise price of the
      Shares as to which said Option shall be exercised;

    


    (iv)    consideration
      received by the Company under a cashless exercise program permitted by the
      Administrator, including a cashless exercise program utilizing the services
      of a
      single broker acceptable to the Administrator;

    


    (v)    a
      reduction in the amount of any Company liability to the Optionee, including
      any
      liability attributable to the Optionee's participation in any Company-sponsored
      deferred compensation program or arrangement;

     

    (vi)    any
      combination of the foregoing methods of payment; or

    


    (vii)    such
      other consideration and method of payment for the issuance of Shares to the
      extent permitted by Applicable Laws.

    


    11.    Stock
      Purchase Rights.

    


    (a)    Rights
      to Purchase.
      Stock
      Purchase Rights may be issued either alone, in addition to, or in tandem with
      Options or other Awards granted under the Plan and/or cash awards made outside
      of the Plan. After the Administrator determines that it will offer Stock
      Purchase Rights under the Plan, it shall advise the Stock Purchase Awardee
      in
      writing or electronically, by means of a Notice of Grant and/or a Stock Purchase
      Agreement in the form determined by the Administrator, of the terms, conditions
      and restrictions related to the offer, including the number of Shares that
      the
      Stock Purchase Awardee shall be entitled to purchase and the price to be paid
      for such Shares. The offer shall be accepted by execution of a Stock Purchase
      Agreement in a form determined by the Administrator and payment of the
      applicable purchase price.

     

    (b)    Repurchase
      Option.
      Unless
      the Administrator determines otherwise, the Stock Purchase Agreement shall
      grant
      the Company a repurchase option exercisable upon the voluntary or involuntary
      termination of the Stock Purchase Awardee's service with the Company for any
      reason (including death or Disability). The purchase price for Shares
      repurchased pursuant to the Stock Purchase Agreement shall be the original
      price
      paid by the Stock Purchase Awardee and may be paid by cancellation of any
      indebtedness of the Stock Purchase Awardee to the Company. The repurchase option
      shall lapse at a rate determined by the Administrator;
      provided
      ,
      however
      , that
      unless otherwise determined by the Administrator, the restrictions shall lapse
      as to 20% of the Shares subject to such Stock Purchase Agreement on the first
      anniversary of its date of grant, as to as to an additional 20% of the Shares
      subject to such Stock Purchase Agreement on the second anniversary of its date
      of grant, as to an additional 20% of the Shares subject to such Stock Purchase
      Agreement on the third anniversary of its date of grant, as to an additional
      20%
      of the Shares subject to such Stock Purchase Agreement on the fourth anniversary
      of its date of grant and as to the balance of the Shares subject to such Stock
      Purchase Agreement on the fifth anniversary of its date of grant.

     

    
      
         

      

      
        8

        
          

        

      

      
         

      

    

     

    (c)    Other
      Provisions.
      The
      Stock Purchase Agreement shall contain such other terms, provisions and
      conditions not inconsistent with the Plan as may be determined by the
      Administrator in its sole discretion.

    


    (d)    Rights
      as a Shareholder.
      Once
      the Stock Purchase Right is exercised, the Stock Purchase Awardee shall have
      the
      rights equivalent to those of a shareholder, and shall be a shareholder when
      his
      or her purchase is entered upon the records of the duly authorized transfer
      agent of the Company. No adjustment will be made for a dividend or other right
      for which the record date is prior to the date the Stock Purchase Right is
      exercised, except as provided in Section 16 of the Plan.

    


    (e)    Code
      §409A.
      Notwithstanding anything contained herein to the contrary, Stock Purchase Rights
      shall not be awarded if the Committee, on the basis of advice of counsel,
      determines that the grant of such Rights would violate Section 409A of the
      Code.

    


    12.    Stock
      Awards.
      The
      Administrator may, in its sole discretion, grant (or sell at par value or such
      higher purchase price as it determines) Shares to any Service Provider, as
      defined herein, subject to such terms and conditions, including vesting and/or
      performance conditions, as the Administrator sets forth in a Stock Award
      Agreement evidencing such grant. Stock Awards may be granted or sold in respect
      of past services or other valid consideration or in lieu of any cash
      compensation otherwise payable to such individual. The grant of Stock Awards
      shall be subject to the following provisions:

    


    (a)    At
      the time a Stock Award is made, the Administrator shall establish a vesting
      period (the "Restricted Period") applicable to the Stock Award Shares subject
      to
      such Stock Award or shall determine that such Stock Award is not subject to
      any
      vesting requirements. Subject to the right of the Administrator to establish
      a
      Restricted Period that extends vesting dates to later or earlier dates than
      the
      dates provided in this sentence, the Restricted Period of a Stock Award, if
      any,
      shall lapse as follows: the restrictions shall lapse as to one third of the
      Shares subject to such Stock Award on the fifth anniversary of its date of
      grant, as to an additional one third of the Shares subject to such Stock Award
      on the sixth anniversary of its date of grant and as to the balance of the
      Shares subject to such Stock Award on the seventh anniversary of its date of
      grant. The Administrator may, in its sole discretion, at the time a grant is
      made, prescribe restrictions in addition to or in lieu of the expiration of
      the
      Restricted Period, including the satisfaction of corporate or individual
      performance objectives. The Administrator may provide that all restrictions
      on
      Stock Award Shares shall lapse if certain performance criteria are met and
      that,
      if such criteria are not met, that such restrictions shall lapse if certain
      vesting conditions are satisfied. None of the Stock Award Shares may be sold,
      transferred, assigned, pledged or otherwise encumbered or disposed of during
      the
      Restricted Period applicable to such Stock Award Shares or prior to the
      satisfaction of any other restrictions prescribed by the Administrator with
      respect to such Stock Award Shares.

     

    (b)    The
      Company shall issue, in the name of each Service Provider to whom Stock Award
      Shares have been granted, stock certificates representing the total number
      of
      Stock Award Shares granted to such person, as soon as reasonably practicable
      after the grant. The Company, at the direction of the Administrator, shall
      hold
      such certificates, properly endorsed for transfer, for the Stock Awardee's
      benefit until such time as the Stock Award Shares are forfeited to the Company,
      or the restrictions lapse.

    


    (c)    Unless
      otherwise provided by the Administrator, holders of Stock Award Shares shall
      have the right to vote such Shares and have the right to receive any cash
      dividends with respect to such Shares. All distributions, if any, received
      by a
      Stock Awardee with respect to Stock Award Shares as a result of any stock split,
      stock distribution, combination of shares, or other similar transaction shall
      be
      subject to the restrictions of this Section 12.

    


    (d)    Subject
      to the terms of the applicable Stock Award Agreement, any Stock Award Shares
      granted to a Service Provider pursuant to the Plan shall be forfeited if, prior
      to the date on which all restrictions applicable to such Stock Award shall
      have
      lapsed, the Stock Awardee voluntarily terminates employment with the Company
      or
      its Affiliates or resigns or voluntarily terminates his consultancy arrangement
      with the Company or its Affiliates or if the Stock Awardee's employment or
      the
      consultant's consultancy arrangement is terminated for Cause. If the Stock
      Awardee's employment or consultancy arrangement terminates for any other reason,
      the Stock Award Shares held by such person shall be forfeited, unless the
      Administrator, in its sole discretion, shall determine otherwise. Upon such
      forfeiture, the Stock Award Shares that are forfeited shall be retained in
      the
      treasury of the Company and be available for subsequent awards under the
      Plan.

     

    
      
         

      

      
        9

        
          

        

      

      
         

      

    

     

    (e)    Upon
      the satisfaction of the conditions prescribed by the Administrator with respect
      to a particular Stock Award, the restrictions applicable to the related Stock
      Award Shares shall lapse and, at the Stock Awardee's request, a stock
      certificate for the number of Stock Award Shares with respect to which the
      restrictions have lapsed shall be delivered, free of all such restrictions
      under
      the Plan, to the Stock Awardee or his beneficiary or estate, as the case may
      be.

    


    13.    Unrestricted
      Shares.
      The
      Administrator may grant Unrestricted Shares in accordance with the following
      provisions:

    


    (a)    The
      Administrator may cause the Company to grant Unrestricted Shares to Service
      Providers at such time or times, in such amounts and for such reasons as the
      Administrator, in its sole discretion, shall determine. No payment (other than
      the par value thereof, in the Administrator's discretion) shall be required
      for
      Unrestricted Shares.

    


    (b)    The
      Company shall issue, in the name of each Service Provider to whom Unrestricted
      Shares have been granted, stock certificates representing the total number
      of
      Unrestricted Shares granted to such individual, and shall deliver such
      certificates to such Service Provider as soon as reasonably practicable after
      the date of grant or on such later date as the Administrator shall determine
      at
      the time of grant.

    


    14.    Stock
      Appreciation Rights.
      The
      Administrator may grant Stock Appreciation Rights in accordance with the
      following provisions:

    


    (a)    Tandem
      Stock Appreciation Rights may be awarded by the Administrator in connection
      with
      any Option granted under the Plan, either at the time such Option is granted
      or
      thereafter at any time prior to the exercise, termination or expiration of
      such
      Option. The base price of any Tandem Stock Appreciation Rights shall be not
      less
      than the Fair Market Value of a share of Common Stock on the date of grant
      of
      the related Option. Nontandem Stock Appreciation Rights may also be granted
      by
      the Administrator at any time. At the time of grant of Nontandem Stock
      Appreciation Rights, the Administrator shall specify the number of shares of
      Common Stock covered by such right and the base price of shares of Common Stock
      to be used in connection with the calculation described in Section 14(d). The
      base price of any Nontandem Stock Appreciation Rights shall be not less than
      the
      Fair Market Value of a share of Common Stock on the date of grant. Stock
      Appreciation Rights shall be subject to such terms and conditions not
      inconsistent with the other provisions of the Plan as the Administrator shall
      determine.

     

    (b)    Tandem
      Stock Appreciation Rights shall be exercisable only to the extent that the
      related

    Option
      is
      exercisable and shall be exercisable only for such period as the Administrator
      may determine (which period may expire prior to the expiration date of the
      related Option); provided, however, if no such period is specified, a Tandem
      Stock Appreciation Right shall be exercisable only for the period that the
      related Option is exercisable. Upon the exercise of all or a portion of Tandem
      Stock Appreciation Rights, the related Option shall be canceled with respect
      to
      an equal number of shares of Common Stock. Shares of Common Stock subject to
      Options, or portions thereof, surrendered upon exercise of Tandem Stock
      Appreciation Rights shall not be available for subsequent awards under the
      Plan.
      Nontandem Stock Appreciation Rights shall be exercisable during such period
      as
      the Administrator shall determine.

    


    (c)    Tandem
      Stock Appreciation Rights shall entitle the applicable Participant to surrender
      to the Company unexercised the related Option, or any portion thereof, and,
      subject to Section 14(f) to receive from the Company in exchange therefor that
      number of shares of Common Stock having an aggregate Fair Market Value equal
      to
      (A) the excess of (i) the Fair Market Value of one (1) share of Common Stock
      as
      of the date the Tandem Stock Appreciation Rights are exercised over (ii) the
      Option exercise price per share specified in such Option, multiplied by (B)
      the
      number of shares of Common Stock subject to the Option, or portion thereof,
      which is surrendered. In addition, the Optionee shall be entitled to receive
      an
      amount equal to any credit against the Option exercise price which would have
      been allowed had the Option, or portion thereof, been exercised. Cash shall
      be
      delivered in lieu of any fractional shares.

     

    
      
         

      

      
        10

        
          

        

      

      
         

      

    

     

    (d)    The
      exercise of Nontandem Stock Appreciation Rights shall, subject to Section 14(f),
      entitle the recipient to receive from the Company that number of shares of
      Common Stock having an aggregate Fair Market Value equal to (A) the excess
      of
      (i) the Fair Market Value of one (1) share of Common Stock as of the date on
      which the Nontandem Stock Appreciation Rights are exercised over (ii) the base
      price of the shares covered by the Nontandem Stock Appreciation Rights,
      multiplied by (B) the number of shares of Common Stock covered by the Nontandem
      Stock Appreciation Rights, or the portion thereof, being exercised. Cash shall
      be delivered in lieu of any fractional shares.

    


    (e)    As
      soon as is reasonably practicable after the exercise of any Stock Appreciation
      Rights, the Company shall (i) issue, in the name of the recipient, stock
      certificates representing the total number of full shares of Common Stock to
      which the recipient is entitled pursuant to Section 14(c) and Section 14(d)
      and
      cash in an amount equal to the Fair Market Value, as of the date of exercise,
      of
      any resulting fractional shares, or (ii) if the Administrator causes the Company
      to elect to settle all or part of its obligations arising out of the exercise
      of
      the Stock Appreciation Rights in cash pursuant to Section 14(f), deliver to
      the
      recipient an amount in cash equal to the Fair Market Value, as of the date
      of
      exercise, of the shares of Common Stock it would otherwise be obligated to
      deliver.

    


    (f)    The
      Administrator, in its discretion, may cause the Company to settle all or any
      part of its obligation arising out of the exercise of Stock Appreciation Rights
      by the payment of cash in lieu of all or part of the shares of Common Stock
      it
      would otherwise be obligated to deliver in an amount equal to the Fair Market
      Value of such shares on the date of exercise.

    


    15.    Non-Transferability.
      Unless
      determined otherwise by the Administrator, an Option, Stock Appreciation Right,
      Stock Purchase Right and Stock Award (until such time as all restrictions lapse)
      may not be sold, pledged, assigned, hypothecated, transferred, or disposed
      of in
      any manner other than by will or by the laws of descent or distribution and,
      in
      the case of an Option, Stock Appreciation Right or Stock Purchase Right, may
      be
      exercised, during the lifetime of a Participant, only by the Participant. If
      the
      Administrator makes an Award transferable, such Award shall contain such
      additional terms and conditions as the Administrator deems appropriate.
      Notwithstanding the foregoing, the Administrator, in its sole discretion, may
      provide in the Option Agreement regarding a given Option that the Optionee
      may
      transfer, without consideration for the transfer, his or her Nonstatutory Stock
      Options to members of his or her immediate family, to trusts for the benefit
      of
      such family members, or to partnerships in which such family members are the
      only partners, provided that the transferee agrees in writing with the Company
      to be bound by all of the terms and conditions of this Plan and the applicable
      Option. During the period when Shares subject to Stock Purchase Agreements
      and
      Stock Award Shares are restricted (by virtue of vesting schedules or otherwise),
      such Shares may not be sold, pledged, assigned, hypothecated, transferred,
      or
      disposed of in any manner other than by will or by the laws of descent or
      distribution.

     

    16.    Adjustments
      Upon Changes in Capitalization; Dissolution; Change in Control and Other
      Events.

    


    (a)    Changes
      in Capitalization.
      Subject
      to any required action by the shareholders of the Company, the number of Shares
      of Common Stock covered by each outstanding Option, Stock Purchase Right, Stock
      Award Agreement and Stock Appreciation Right and the number of Shares of Common
      Stock which have been authorized for issuance under the Plan but as to which
      no
      Awards have yet been granted or which have been returned to the Plan upon
      cancellation or expiration of an Option, Stock Purchase Right, Stock Award
      Agreement or Stock Appreciation Right, as well as the price per share of Common
      Stock covered by each such outstanding Option, Stock Purchase Right or Stock
      Appreciation Right, shall be proportionately adjusted for any increase or
      decrease in the number of issued shares of Common Stock resulting from a stock
      split, reverse stock split, stock dividend, combination or reclassification
      of
      the Common Stock, or any other increase or decrease in the number of issued
      shares of Common Stock effected without receipt of consideration by the Company;
      provided, however, that conversion of any convertible securities of the Company
      shall not be deemed to have been "effected without receipt of consideration."
      Such adjustment shall be made by the Administrator, whose determination in
      that
      respect shall be final, binding and conclusive. Except as expressly provided
      herein, no issuance by the Company of shares of stock of any class, or
      securities convertible into shares of stock of any class, shall affect, and
      no
      adjustment by reason thereof shall be made with respect to, the number or price
      of Shares of Common Stock subject to an Award hereunder.

     

    
      
         

      

      
        11

        
          

        

      

      
         

      

    

     

    (b)    Dissolution
      or Liquidation.
      In the
      event of the proposed dissolution or liquidation of the Company, the
      Administrator shall notify each holder of an Award as soon as practicable prior
      to the effective date of such proposed dissolution or liquidation. The
      Administrator in its discretion may provide for an Optionee to have the right
      to
      exercise his or her Option or Stock Appreciation Right and for a holder of
      a
      Stock Purchase Right to exercise his or her Stock Purchase Right until ten
      (10)
      days prior to such transaction as to all of the Shares covered thereby,
      including Shares as to which an applicable Option or Stock Appreciation Right
      would not otherwise be exercisable. In addition, the Administrator may provide
      that any Company repurchase option applicable to any Shares purchased upon
      exercise of a Stock Purchase Right or any restrictions as to any Stock Award
      shall lapse as to all such Shares covered thereby, provided the proposed
      dissolution or liquidation takes place at the time and in the manner
      contemplated. To the extent it has not been previously exercised, an Option,
      Stock Purchase Right or Stock Appreciation Right will terminate immediately
      prior to the consummation of such proposed action.

     

    (c)    Exercisability
      and Vesting Upon a Change in Control Event.
      Notwithstanding any provision of this Plan other than Section 16(d), in the
      event that a "Change in Control Event" occurs, all Options, Stock Appreciation
      Rights, Stock Purchase Stock and Restricted Stock granted hereunder which are
      held by Employees or Consultants as of the occurrence of such a Change in
      Control Event shall become fully exercisable or vested immediately and
      automatically upon the occurrence of such a Change in Control Event, except
      that
      in the case of Restricted Stock that is subject to a performance restriction
      based on the Fair Market Value of the Company's Common Stock, the Company's
      repurchase rights applicable to such Restricted Stock shall lapse with respect
      to a Change in Control Event only if and to the extent that the per-share
      purchase price paid or deemed paid by the Acquirer (defined below) would suffice
      to fulfill such performance restriction; the balance of the Restricted Stock
      (or
      cash paid by the Acquirer for such shares) shall cease to be subject to any
      further repurchase rights by the Acquirer ratably and monthly over the period
      of
      time (but not greater than 36 months) that the Acquirer contracts for the
      Services of the Employee or Consultant who beneficially holds the Restricted
      Stock, and if the Acquirer does not engage the Services of the Employee, the
      unvested shares of Restricted Stock shall vest as of the Change in Control
      Event. 
      For
      purposes of this Plan, the term "Change in Control Event" shall mean any of
      the
      following events: (i) the acquisition by any one person, or more than one person
      acting as a group (within the meaning of Rule 13d-3), of ownership of stock
      of
      the Company possessing more than 50% of the total voting power of the capital
      stock of the Company (the “Acquirer”); or
      (ii)    (a)
      any
      consolidation or merger of the Company, in which the holders of voting stock
      of
      the Company immediately before the consolidation or merger will not own 50%
      or
      more of the voting shares of the continuing or surviving corporation (or if
      the
      transaction is structured as merger or consolidation of subsidiaries, 50% or
      more of the continuing or surviving parent corporation) immediately after such
      consolidation or merger, or (b)
      any
      sale, lease, exchange or other transfer (in one transaction or series of related
      transactions) of all or substantially all of the assets of the Company (any
      transaction contemplated by this clause (ii) being referred to herein as a
“Sale
      of the Company”), where in subparagraph “a” the dominant holders of voting stock
      shall be regarded as an Acquirer and in subparagraph “b” the transferee shall be
      regarded as an Acquirer.

     

    (d)    Assumption
      of Options and Awards.
      In the
      event of a Sale of the Company, each outstanding Option and Stock Appreciation
      Right, as modified pursuant to Section 16(c), shall be assumed or an equivalent
      option or right substituted by the successor corporation or a parent or
      subsidiary of the successor corporation. In the event that the Administrator
      determines that, at least thirty days prior to the scheduled consummation of
      such Sale of the Company, the successor corporation or a parent or a subsidiary
      of the successor corporation has refused to assume each outstanding Option
      and
      Stock Appreciation Right, as modified pursuant to Section 16(c), or substitute
      an equivalent option or stock appreciation right for each outstanding Option
      and
      Stock Appreciation Right, as modified pursuant to Section 16(c), then the
      Administrator shall notify all holders of outstanding Options and Stock
      Appreciation Rights that all outstanding Options and Stock Appreciation Rights
      shall be fully exercisable for a period of twenty (20) days from the date of
      such notice and that any Options and Stock Appreciation Rights that are not
      exercised within such period shall terminate upon consummation of such Sale
      of
      the Company.

     

    
      
         

      

      
        12

        
          

        

      

      
         

      

    

     

    17.    Substitute
      Options.
      In the
      event that the Company, directly or indirectly, acquires another entity, the
      Board may authorize the issuance of stock options (“Substitute Options”) to the
      individuals performing services for the acquired entity in substitution of
      stock
      options previously granted to those individuals in connection with their
      performance of services for such entity upon such terms and conditions as the
      Board shall determine, taking into account the conditions of Code Section
      424(a), as from time to time amended or superseded, in the case of a Substitute
      Option that is intended to be an Incentive Stock Option. Shares of capital
      stock
      underlying Substitute Stock Options shall not constitute Shares issued pursuant
      to this Plan for any purpose.

    


    18.    Date
      of Grant.
      The
      date of grant of an Option, Stock Purchase Right, Stock Award, Stock
      Appreciation Right or Unrestricted Share shall be, for all purposes, the date
      on
      which the Administrator makes the determination granting such Option, Stock
      Purchase Right, Stock Award, Stock Appreciation Right or Unrestricted Share,
      or
      such other later date as is determined by the Administrator. Notice of the
      determination shall be provided to each grantee within a reasonable time after
      the date of such grant.

    


    19.    Amendment
      and Termination of the Plan.

    


    (a)    Amendment
      and Termination.
      The
      Board may at any time amend, alter, suspend or terminate the Plan.

    


    (b)    Shareholder
      Approval.
      The
      Company shall obtain shareholder approval of any Plan amendment to the extent
      necessary to comply with Applicable Laws.

    


    (c)    Effect
      of Amendment or Termination.
      No
      amendment, alteration, suspension or termination of the Plan shall impair the
      rights of any Participant with respect to an outstanding Award, unless mutually
      agreed otherwise between the Participant and the Administrator, which agreement
      shall be in writing and signed by the Participant and the Company. Termination
      of the Plan shall not affect the Administrator's ability to exercise the powers
      granted to it hereunder with respect to Awards granted under the Plan prior
      to
      the date of such termination.

     

    20.    Conditions
      Upon Issuance of Shares.

    


    (a)    Legal
      Compliance.
      Shares
      shall not be issued in connection with the grant of any Stock Award or
      Unrestricted Share or the exercise of any Option, Stock Appreciation Right
      or
      Stock Purchase Right unless such grant or the exercise of such Option, Stock
      Appreciation Right or Stock Purchase Right and the issuance and delivery of
      such
      Shares shall comply with Applicable Laws.

    


    (b)    Investment
      Representations.
      As a
      condition to the grant of any Award or the exercise of any Option, Stock
      Appreciation Right or Stock Purchase Right, the Company may require the person
      receiving such Award or exercising such Option, Stock Appreciation Right or
      Stock Purchase Right to represent and warrant at the time of any such exercise
      or grant that the applicable Shares are being acquired only for investment
      and
      without any present intention to sell or distribute such Shares if, in the
      opinion of counsel for the Company, such a representation is
      required.

     

    (c)    Additional
      Conditions.
      The
      Administrator shall have the authority to condition the grant of any Award
      or
      rights in such other manner that the Administrator determines to be appropriate,
      provided that such condition is not inconsistent with the terms of the Plan.
      Such conditions may include, among other things, obligations of recipients
      to
      execute lock-up agreements and shareholder agreements in the future. The
      Administrator may implement such measures as the Administrator deems appropriate
      to determine whether Shares acquired as a result of the exercise of an Incentive
      Stock Option have been the subject of a “disqualifying disposition” for federal
      income tax purposes, including requiring the Optionee to hold such Shares in
      his
      or her own name and requiring that the Optionee notify the Administrator of
      any
      such “disqualifying disposition.”

     

    
      
         

      

      
        13

        
          

        

      

      
         

      

    

     

    (d)    Trading
      Policy Restrictions.
      Option,
      Stock Appreciation Right and Stock Purchase Right exercises and other Awards
      under the Plan shall be subject to the terms and conditions of any insider
      trading policy established by the Company or the Administrator.

    


    21.    Inability
      to Obtain Authority.
      The
      inability of the Company to obtain authority from any regulatory body having
      jurisdiction over the Company, which authority is deemed by the Company's
      counsel to be necessary to the lawful issuance and sale of any Shares hereunder,
      shall relieve the Company of any liability in respect of the failure to issue
      or
      sell such Shares as to which such requisite authority shall not have been
      obtained.

    


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

    


    23.    Shareholder
      Approval.
      The
      Plan shall be subject to approval by the shareholders of the Company within
      twelve (12) months after the date the Plan is adopted by the Board. Such
      shareholder approval shall be obtained in the manner and to the degree required
      under Applicable Laws.

     

    24.    Withholding;
      Notice of Sale.
      The
      Company shall be entitled to withhold from any amounts payable to an Employee
      any amounts which the Company determines, in its discretion, are required to
      be
      withheld under any Applicable Law as a result of any action taken by a holder
      of
      an Award.

    


    25.    Governing
      Law.
      This
      Plan shall be governed by the laws of the state of Delaware, without regard
      to
      conflict of law principles.

    


    26.    Option
      Grants under Other Plans.
      From
      and after the date on which this Plan is approved by the stockholders of the
      Company, no subsequent stock option grants shall be made under the following
      plans heretofore adopted by the Company: 2000 Stock Option Plan; 1998
      Non-Employee Director Stock Option Plan; 1995 Non-Qualified Option Plan; 2004
      Stock Option Plan; 1996 Stock Option Plan; 1991 Restated Stock Option Plan
      for
      Non-Employee Directors; and 1989 Restated Stock Option Plan.

    
      	 	 	 
	 	
              PHOTOMEDEX,
                INC.

            
	 
 	 
 	 
 
	 	By:  	/s/ Jeffrey
              F. O'Donnell
	 	
              
Jeffrey
              F. O'Donnell
              Chief
                Executive Officer

            


    

     

     

    Adopted
      by Board of Directors 11-9-05 at 3,160,000 shares; approved by stockholders
      12-28-05. 

    Amended
      by Board of Directors 5-1-07 to increase to 6,160,000 shares; approved by
      stockholders 6-26-07.

    


    
      
         

      

      
        14