EXHIBIT
      10.1

     

    ACURA
      PHARMACEUTICALS, INC.

    2005
      RESTRICTED STOCK UNIT AWARD PLAN

    


    


    1. General
      Description.

    


    The
      Plan
      provides for grants of restricted stock units to employees and Non-Employee
      Directors of the Company and its Subsidiaries.

    


    The
      purpose of the Plan is to attract, motivate and retain experienced and
      knowledgeable employees by offering additional stock based compensation and
      incentives to defer and potentially enhance their compensation and to encourage
      stock ownership in the Company and to attract and retain qualified
      directors.

    


    This
      Plan
      is intended to comply with Section 409A of the Internal Revenue Code of 1986,
      as
      amended, in order to avoid compensation deferred under the Plan which is subject
      to Code Section 409A from being included in the gross income of Participants
      under Code Section 409A and the Plan shall be interpreted consistent with such
      intent.

     

    2. Definitions.

     

    The
      following definitions shall be applicable throughout the Plan:

    


    "Board"
      means the Board of Directors of the Company.

    


    "Cause"
      means, with respect to termination of a Participant's employment, or service
      as
      a Non-Employee Director, the occurrence of any one or more of the
      following:

    


    (a)
      in
      the case of a (A) Non-Employee Director or (B) an employee where there is no
      employment, change in control or similar agreement in effect between the
      Participant and the Company or a Subsidiary at the time of the grant of the
      Restricted Stock Unit award, or where there is such an agreement but the
      agreement does not define "cause" (or similar words), the finding by the Board
      or the Committee, in the exercise of good faith and reasonable judgment, that:
      (1) except in the case of a Non-Employee Director, Participant breached his
      or
      her employment or service contract or any other agreement (whether verbal or
      written) with the Company, (2) Participant has been engaged in disloyalty to
      the
      Company, including, without limitation, fraud, embezzlement, theft, or proven
      dishonesty in the course of his or her employment or service with the Company;
      (3) Participant has been convicted of a felony; (4) Participant has committed
      gross negligence or willful misconduct in the course of his or her employment
      or
      service with the Company, or (5) Participant has disclosed trade secrets or
      confidential information of the Company to persons not entitled to receive
      such
      information. 

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    (b)
      in
      the case of an employee where there is a written employment, change in control
      or similar agreement in effect between the Participant and the Company or a
      Subsidiary at the time of the grant of the Restricted Stock Unit award that
      defines "cause" (or similar words) the termination of an employment arrangement
      that is or would be deemed to be for "cause" (or similar words) as defined
      in
      such agreement. 

    


    "Change
      in Control - Plan" means in one or a series of related transactions any of
      the
      following: (a) the acquisition (other than solely from the Company) by any
      individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2)
      of the Exchange Act) other than the Company or any Subsidiary of the beneficial
      ownership (within the meaning of Rule 13d-3 promulgated under the Exchange
      Act)
      of more than sixty-six and 2/3 percent (66.66%) of the combined voting power
      of
      the then outstanding voting securities of the Company entitled to vote generally
      in the election of directors (the “Voting Securities”); (b) a reorganization,
      merger, consolidation, share exchange, recapitalization, business combination
      or
      similar combination involving the Company or its capital stock (a "Business
      Combination"), other than a Business Combination in which more than thirty-three
      and 1/3 percent (33.33%) of the combined voting power of the outstanding voting
      securities of the surviving or resulting entity immediately following the
      Business Combination is held by the persons who, immediately prior to the
      Business Combination, were the holders of the Voting Securities; (c) a sale
      or
      other transfer (other than license) of all or substantially all of the Company’s
      assets (measured by the value or earning power of the assets), including,
      without limitation, the sale by the Company of its rights under license
      agreements or similar agreements relating to its technology (including the
      sale
      of royalty payment amounts payable to the Company or its shareholders under
      such
      agreements); (d) the license or similar agreement by the Company to a third
      party or third parties, in one or more transactions, of all rights in and to
      the
      Company’s technology and, as a result of such transactions, all or substantially
      all of the Company’s activities consist of monitoring such arrangements and
      collecting fees and payments due thereunder; or (e) a complete liquidation
      or
      dissolution of the Company.

    


    "Change
      in Control - Section 409A" shall mean a Change in Control - Plan, except to
      the
      extent that (and only to the extent that) such Change in Control - Plan does
      not
      qualify as a
      change
      (a)
in
      the
      ownership or effective control of the Company, or (b) in the ownership of a
      substantial portion of the assets of the Company, under
      Section 409A of the Code.

    


    "Code"
      means the Internal Revenue Code of 1986, as amended.

    


    "Committee"
      shall mean the Committee, if any, appointed by the Board under Section 4
      hereof.

    


    "Company"
      means Acura Pharmaceuticals, Inc. and its successors.

     

    "Disability"
      means 

    


    
      
         

      

      
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    (a)
      in
      the case of a (A) Non-Employee-Director or (B) an employee where there is no
      employment, change in control or similar agreement in effect between the
      Participant and the Company or a Subsidiary at the time of the grant of the
      Restricted Stock Unit award, or where there is such an agreement but the
      agreement does not define "disability" (or similar words), then “Disability”
means
      the
      Participant: (1) is unable to engage in any substantial gainful activity by
      reason of any medically determinable physical or mental impairment which can
      be
      expected to result in death or can be expected to last for a continuous period
      of not less than twelve (12) months; (2) is, by reason of any medically
      determinable physical or mental impairment which can be expected to result
      in
      death or can be expected to last for a continuous period of not less than twelve
      (12) months, receiving income replacement benefits for a period of not less
      than
      three (3) months under an accident and health plan covering employees and/or
      directors of the Company; (3) is determined to be totally disabled by the Social
      Security Administration; or (4) any other permitted definition of disability
      under Section 409A of the Code and the regulations promulgated thereunder,
      and

    


    (b)
      in
      the case where there is a written employment, change in control or similar
      agreement in effect between the Participant and the Company or a Subsidiary
      at
      the time of the grant of the Restricted Stock Unit award that defines
      "disability" (or similar words) the termination of an employment arrangement
      that is or would be deemed to be for "disability" (or similar words) as defined
      in such agreement. 

    


     

    "Effective
      Date" shall
      be
      the date this Plan is adopted by the Board. 

     

    Eligible
      Participant” means a Non-Employee Director serving as a director on the date of
      grant or an employee employed by the Company or its Subsidiaries on the date
      of
      grant.

    


    "Exchange
      Act" means the Securities Exchange Act of 1934, as amended.

    


    "Fair
      Market Value" means the average of the closing bid and closing ask price of
      the
      Stock as reported on the OTC Bulletin Board or any successor principal market
      for the Stock on the applicable date, or if the Stock is not trading on the
      OTC
      Bulletin Board or an established securities market (within the meaning of
      Section 409A of the Code and the regulations promulgated thereunder), the fair
      market value of the Stock for the applicable date as determined by a reasonable
      valuation method selected by the Board or the Committee.

    


    “Non-Employee
      Director" has the definition set forth in Rule 16b-3(b)(3)(i) of the Exchange
      Act.  

    


    "Participant"
      means each person who has been granted a Restricted Stock Unit
      award.

    


    "Plan"
      means the Acura Pharmaceuticals, Inc. 2005 Restricted Stock Unit Award Plan,
      as
      set forth herein and as it may be amended from time to time.

    


    
      
         

      

      
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    “Restricted
      Stock Unit Award Agreement” means an agreement described in Section 5(a).


     

    "Restricted
      Stock Units" or "RSUs" means an award of Stock Units credited pursuant to
      Section 5, which Stock Units are subject to vesting and other restrictions
      as
      set forth herein.

     

    "Securities
      Act" means the Securities Act of 1933, as amended.

     

    "Stock"
      means shares of common stock, par value $.01 per share, of the Company,
      including any rights attendant thereto upon issuance of the shares, together
      with any restrictions, limitations or conditions of and to such rights and
      such
      other stock or other securities or property into which the Stock (or such
      rights) may be converted or for which it is exchanged or substituted (and any
      credits thereon), pursuant to Section 10.

    


    "Stock
      Unit" means a non-voting unit of measurement that is (a) deemed for bookkeeping
      purposes to be equivalent to one outstanding share of Stock solely for purposes
      of determining benefits under the Plan, (b) credited to a Participant's Stock
      Unit Account pursuant to the grant of Restricted Stock Units under Section
      5;
      and (c) payable solely in a share of Stock, on a one-for-one basis.

     

    "Stock
      Unit Account" means the bookkeeping account maintained by the Company for each
      Eligible Participant that is credited with Stock Units in accordance with the
      Plan.

     

    "Subsidiary"
      means any entity of which a majority of the outstanding voting stock or voting
      power is beneficially owned directly or indirectly by the Company.

     

    3. Effective
      Date; Duration.

    


    The
      Effective Date shall be the date on which the Board adopts this Plan. The Plan
      shall continue in effect until all matters relating to Stock Units and the
      administration of the Plan have been completed and all payments of such
      compensation have been made.

    


    4. Administration.

    


    The
      Company’s Board of Directors or a Committee appointed by the Board shall
      administer the Plan. If appointed by the Board, the Committee shall be
      constituted so as to permit the Plan to continue to comply with Rule 16b-3,
      as
      currently in effect or as hereafter modified or amended. The Committee appointed
      by the Board of Directors shall consist of not less than two members of the
      Board of Directors, to administer the Plan on behalf of the Board of Directors,
      subject to such terms and conditions as the Board of Directors may prescribe.
      Once appointed, the Committee shall continue to serve until otherwise directed
      by the Board of Directors. From time to time, the Board of Directors may
      increase the size of the Committee and appoint additional members thereof,
      remove members (with or without cause), and appoint new members in substitution
      therefor, fill vacancies however caused, or remove all members of the Committee
      and thereafter directly administer the Plan; provided, however, that at no
      time
      shall a Committee of less than two members administer the Plan. Notwithstanding
      anything to the contrary contained herein, no member of the Committee shall
      serve as such under this Plan unless such person is a "Non-Employee Director"
      within the meaning of Rule 16b-3(b)(3)(i) of the Exchange Act. 

    


    
      
         

      

      
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    A
      majority of the entire Committee shall constitute a quorum, and the action
      of
      the majority of the Committee members present at any meeting at which a quorum
      is present shall be the action of the Committee. The Committee shall have all
      of
      the powers and duties set forth herein, as well as such additional powers and
      duties as the Board of Directors may delegate to it; provided, however, that
      the
      Board of Directors expressly retains the right in its sole discretion (i) to
      elect and to replace the members of the Committee, and (ii) to terminate or
      amend this Plan in any manner consistent with applicable law.

     

    The
      Committee shall have the authority, subject to the provisions of this Plan,
      to
      establish, adopt and revise such rules, regulations and forms and agreements
      and
      to interpret the Plan and make all such determinations relating to the Plan
      as
      it may deem necessary or advisable. The Committee shall also have the authority,
      subject to the provisions of the Plan, to delegate ministerial, day-to-day
      administrative details and non-discretionary duties and functions to officers
      and employees of the Company. The Committee's interpretation of the Plan or
      any
      awards granted pursuant hereto and all decisions and determinations by the
      Committee with respect to the Plan shall be final, binding, and conclusive
      on
      all parties. Notwithstanding any provisions of this Plan or any Restricted
      Stock
      Unit Award Agreement to the contrary, all discretionary interpretations,
      decisions or determinations of the Board or the Committee with respect to the
      Plan and all RSUs awarded under the Plan shall be made in accordance with the
      express terms of the Plan and applicable Restricted Stock Unit Award Agreement
      in the exercise of good faith and reasonable judgment.

    


    Notwithstanding
      any contrary provision of this Section 4, the Board shall administer the Plan,
      and the Committee shall exercise no discretion with respect to any grants to
      Non-Employee Directors. In the administration of the Plan with respect to
      Non-Employee Directors, the Board shall have all of the authority and discretion
      otherwise granted to the Committee with respect to the administration of the
      Plan.

    


    5. Restricted
      Stock Units.

     

    (a)
      Restricted Stock Units may be granted at any time and from time to time as
      determined by the Board or the Committee. Each Restricted Stock Units grant
      will
      be evidenced by a Restricted Stock Award Agreement that will specify such other
      terms and conditions as Board or the Committee, in its sole discretion, will
      determine, including all other applicable terms, conditions and restrictions
      related to the grant, vesting and the number of Restricted Stock Units not
      otherwise set forth in this Plan.

    


    
      
         

      

      
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    (b)
      Vesting Period. The Board or the Committee shall determine the vesting of a
      Restricted Stock Unit award granted under Section 5(a), and shall set forth
      such
      vesting in the Restricted Stock Unit Award Agreement. 

    


    (c)
      Acceleration of Vesting. Notwithstanding Section 5(b), unless expressly provided
      otherwise in the Restricted Stock Unit Award Agreement, each Restricted Stock
      Unit award shall become fully and immediately vested and nonforfeitable to
      the
      Participant upon the occurrence of any of the following events:

     

    (1)
      a
      Participant's service as an employee of the Company is terminated by the Company
      without Cause or due to Participant’s death or Participant’s Disability, or in
      the case of a Non-Employee Director, Participant’s death or Disability or
      Participant is not renominated as a director (other than for “Cause” or refusal
      to stand for re-election) or is not elected by the Company’s stockholders, if
      nominated; or 

    


    (2)
      a
      Change in Control - Plan.

    


    6. Dividend
      and Voting Rights.
      

    


    Unless
      expressly provided for in a Participant’s Restricted Stock Unit Award Agreement,
      a Participant shall have no rights as a stockholder of the Company, no dividend
      rights and no voting rights, with respect to the RSUs and any shares of Common
      Stock underlying or issuable in respect of such RSUs until such shares of Common
      Stock are actually issued to and held of record by the Participant. No
      adjustments will be made for dividends or other rights of a holder for which
      the
      record date is prior to the date of issuance of the stock certificate for such
      RSU.

    


    7. Restrictions,
      Distributions and Changes to Distributions; Payment of
      Units.

     

    (a)
      Time
      and Manner of Distribution. Payment of vested Stock Units in a Participant's
      Stock Unit Account in accordance with Section 7(b) shall be made on the earlier
      of (i) a Change in Control - Section 409A, or (ii) January 1, 2011. In the
      event
      of a payment pursuant to a Change in Control - Section 409A under Section
      7(a)(i), such payment shall be made in a lump sum payment as soon as
      administratively practicable following consummation of said Change in Control
      -
      Section 409A. In the event of a payment due to Section 7(a)(ii), such payment
      shall be made in four equal installments (twenty-five percent on each
      installment) on each of January 1, 2011, January 1, 2012, January 1, 2013 and
      January 1, 2014; provided, however, that in the event of a Change in Control
      -
      Section 409A at any time after January 1, 2011 but prior to payment of all
      of
      Participant’s Stock Units in the Participant’s Stock Unit Account, all of
      Participant’s undistributed Stock Units as of consummation of said Change in
      Control - Section 409A shall be paid to Participant in a lump sum as soon as
      administratively practicable.

     

    (b)
      Payment of Units. Upon the occurrence of the distribution events set forth
      in
      Section 7(a), the Company shall deliver a number of shares of Stock equal to
      the
      number of vested Stock Units to which the Participant is then entitled under
      the
      terms of the Plan and the Restricted Stock Unit Award Agreement upon receipt
      from Participant of the par value of such shares of Stock. In lieu of requiring
      cash payment of such par value, the Company may, in the Participant’s sole
      discretion, accept payment of any such par value by withholding from Stock
      payments a number of whole shares of Stock whose value is equal to the amount
      of
      such par value. Valuation for this purpose shall be the Fair Market Value on
      the
      date of distribution. 

    


    
      
         

      

      
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    (c)
      Forfeiture of Unvested Units. Except as provided in Section 5(c) of the Plan
      or
      in a Participant’s Restricted Stock Unit Award Agreement, to the extent any
      portion or a Participant's RSUs have not become vested upon the date the
      Participant's services as an employee terminate, such RSUs shall be forfeited
      and the unvested portion of the RSU award shall automatically terminate without
      any other action by the Participant or the Participant’s Beneficiary as the case
      may be and without payment of consideration by the Company.

    


    8. Shares
      Subject To The Plan; Share Limits. 

    


    Shares
      Available for Issuance. Subject to adjustment under Section 10, the aggregate
      number of shares of Stock that may be issued under the Plan shall not exceed
      thirty million (30,000,000) shares. Stock delivered by the Company to satisfy
      payment provisions under Section 7 of the Plan shall be shares of authorized
      and
      unissued shares of Stock and/or previously issued Stock held as treasury shares
      and shall be fully paid and non-assessable when issued. Shares issuable on
      payment of Stock Units shall be reserved for issue, and to the extent that
      awards terminate or are forfeited without payment in shares, the shares will
      be
      available for subsequent awards.

     

    9. General.

     

    (a)
      Government and Other Regulations. The obligation of the Company to credit Stock
      Units, issue or deliver Stock or otherwise make payments under the Plan are
      subject to compliance with all applicable laws, rules, and regulations
      (including, without limitation, federal and state securities laws), and to
      such
      approvals by any listing, agency, or regulatory or governmental authorities
      as
      may, in the opinion of counsel for the Company, be necessary or advisable in
      connection therewith. Any securities issued or delivered under the Plan shall
      be
      subject to such restrictions, and the person acquiring such securities shall,
      if
      requested by the Company, provide such assurances and representations to the
      Company, as the Company may deem necessary or advisable to assure compliance
      with all applicable legal requirements.

     

    (b)
      Tax
      and Withholding. The Company has the right to require the person receiving
      Stock
      to pay to the Company the amount of any federal, state and local taxes which
      the
      Company is required to withhold upon the delivery of Stock. In lieu of requiring
      cash payment of any such taxes, the Company shall, in the Participant’s sole
      discretion, instead withhold from said Participant’s Stock payments a number of
      shares of Stock whose value is equal to the amount of such taxes. Valuation
      for
      this purpose shall be the Fair Market Value on the date of distribution.


    


    
      
         

      

      
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    (c)
      Beneficiaries.

     

    (1)
      Beneficiary Designation. Each Eligible Participant may designate in writing
      the
      Beneficiary or Beneficiaries (as defined in Section 9(c)(2)) whom such Eligible
      Participant desires to receive any amounts payable under the Plan after his
      or
      her death. Beneficiary designations shall be effective on the date such written
      designation is received by the Corporate Secretary. An Eligible Participant
      may
      from time to time change his or her designated Beneficiary or Beneficiaries
      without the consent of such Beneficiary or Beneficiaries by filing a new
      designation in writing with the Corporate Secretary. However, if a married
      Eligible Participant wishes to designate a person other than his or her spouse
      as Beneficiary, such designation shall be consented to in writing by the spouse.
      The Eligible Participant may change any election designating a Beneficiary
      or
      Beneficiaries without any requirement of further spousal consent if the spouse's
      consent so provides. Notwithstanding the foregoing, spousal consent shall not
      be
      necessary if it is established that the required consent cannot be obtained
      because the spouse cannot be located or because of other circumstances
      prescribed by the Board or the Committee. The Company and the Board or the
      Committee may rely on the Eligible Participant's designation of a Beneficiary
      or
      Beneficiaries last filed in accordance with the terms of the Plan.

     

    (2)
      Definition of Beneficiary. An Eligible Participant's "Beneficiary" or
      "Beneficiaries" shall be the person, persons, trust or trusts so designated
      by
      the Eligible Participant or, in the absence of such designation, entitled by
      will or the laws of descent and distribution to receive the Eligible
      Participant's benefits under the Plan in the event of the Eligible Participant's
      death, and shall mean the Eligible Participant's executor or administrator
      if no
      other Beneficiary is identified and able to act under the
      circumstances.

    


    (d)
      Non-transferability. Except as provided in Section 9(c), a Participant's rights
      and interests under the Plan in respect of Stock Units, including Stock
      deliverable under or in respect thereof, may not be assigned, pledged, or
      transferred.

     

    (e)
      Expenses. All expenses incurred by the Company associated with adoption and
      administration of this Plan, including all legal expenses related to drafting
      this Plan and related documents, shall be borne solely by the
      Company.

    


    (f)
      Titles and Headings. The titles and headings of the sections in the Plan are
      for
      convenience of reference only, and in the event of any conflict, the text of
      the
      Plan, rather than such titles or headings, shall control.

    


    (g)
      Governing Law. The validity of the Plan or any of its provisions and any
      agreements entered into under the Plan shall be construed, administered and
      governed in all respects under the laws of the State of New York. If any
      provisions of the Plan shall be held by a court of competent jurisdiction to
      be
      invalid or unenforceable, the remaining provisions hereof shall continue to
      be
      fully effective.

    


    
      
         

      

      
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      (h)
      Limitation on Participants' Rights; Unfunded Plan. Participation in the Plan
      shall not give any person the right to continued employment or any rights or
      interests other than as expressly provided herein. No Participant shall have
      any
      right to any payment or benefit hereunder except to the extent provided herein.
      The Plan shall create only a contractual obligation on the part of the Company
      as to such amounts and shall not be construed as creating a trust or fiduciary
      relationship between the Company, the Board, the Committee, and any Participant
      or other person. Participants and their Beneficiaries shall have no legal or
      equitable rights, claims, or interest in any specific property or assets of
      the
      Company. No assets of the Company shall be held under any trust, or held in
      any
      way as collateral security for the fulfilling of the obligations of the Company
      under this Plan. Any and all of the Company's assets shall be, and remain,
      the
      general unpledged, unrestricted assets of the Company. The Company's obligation
      under the Plan shall be merely that of an unfunded and unsecured promise of
      the
      Company to pay benefits in the future, and the rights of the Participants and
      Beneficiaries shall be no greater than those of unsecured general creditors.
      

     

    (i)
      Rights with Respect to Stock Units. A Participant's Stock Unit Account shall
      be
      a memorandum account on the books of the Company. The Stock Units credited
      to
      such account shall be used solely as a device to determine the number of shares
      of Stock to be eventually distributed to the Participant, subject to applicable
      vesting requirements, in accordance with the Plan. The Stock Units shall not
      be
      treated as property or as a trust fund of any kind. No Participant shall be
      entitled to any voting dividend, or other stockholder rights with respect to
      Stock Units credited under the Plan.

     

    (j)
      Restricted Stock Unit Award Agreements. Each Restricted Stock Unit award granted
      to an Eligible Participant under the Plan shall be evidenced by a writing
      approved by the Board or the Committee and will contain the terms and conditions
      consistent with the Plan as approved by the Board or the Committee relating
      to
      the RSUs. This Plan and each Restricted Stock Unit Award Agreement granted
      to an
      Eligible Participant under the Plan shall be binding upon, and inure to the
      benefit of, any successor or successors of the Company, except to the extent
      that the Board or the Committee and each Participant having executed a
      Restricted Stock Unit Award Agreement determine otherwise as evidenced by a
      writing signed by both parties.

     

    (k)
      Plan
      Construction. By its approval of the Plan, the Board intends that the
      transactions contemplated by the Plan satisfy and be interpreted in a manner
      that satisfies the applicable requirements of Rule 16b-3 promulgated under
      the
      Exchange Act so that, among other transactions, the crediting of Stock Units
      and
      payment in Stock will be entitled to the benefits of Rule 16b-3 or other
      exemptive rules under Section 16 of the Exchange Act.

    


    (l)
      Notices. Any notice to be given under the terms of this Plan shall be in writing
      and addressed to the Company at its principal office, to the attention of the
      Corporate Secretary, and to the Participant at his or her last address of
      record, or at such other address as either party may designate in writing to
      the
      other for the purposes of notices in respect of RSUs.

    


    


    
      
         

      

      
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    10. Changes
      in Capital Structure.

     

    Upon
      or
      in contemplation of any reclassification, recapitalization, stock split
      (including a stock split in the form of a stock dividend) or reverse stock
      split; any merger, combination, consolidation or other reorganization; any
      split-up; spin-off, or similar extraordinary dividend distribution in respect
      of
      the Stock (whether in the form of securities or property); any exchange of
      Stock
      or other securities of the Company, or any similar, unusual or extraordinary
      corporate transaction in respect of the Stock; or a sale of substantially all
      the assets of the Company as an entirety; then the Board shall, in such manner,
      to such extent (if any) and at such time as it deems appropriate and equitable
      in the circumstances in the Board’s exercise of good faith and reasonable
      judgment, proportionately adjust any or all of (a) the number and type of shares
      of Stock (or other securities or property) that thereafter may be made the
      subject of Stock Units and Stock Unit Accounts (including the specific maximum
      and numbers of shares set forth elsewhere in the Plan), (b) the number, amount
      and type of shares of Stock (or other securities or property) payable in respect
      of Stock Units, and (c) and the number and type of Stock Units (both credited
      and vested) under the Plan.

    


    11. Amendments
      and Termination.

    


    The
      Board
      shall have the right to amend the Plan (including outstanding awards) in whole
      or in part from time to time or may at any time suspend or terminate the Plan;
      provided, however, that no amendment or termination shall cancel or otherwise
      adversely affect in any way, without his or her written consent, any
      Participant's rights with respect to Stock Units credited to his or her Stock
      Unit Account and no amendment or termination shall accelerate payment of any
      benefit which is subject to the rules of Section 409A of the Code in a manner
      that would violate the distribution rules of Section 409A of the Code.
      Notwithstanding the foregoing, Participant consent shall not be required to
      the
      extent that the Board determines that applicable law requires amendment or
      termination of the Plan to preserve the intended tax benefits to the
      Participants and the Company hereunder. Any amendments authorized hereby shall
      be stated in an instrument in writing, and all Participants (subject to any
      applicable consent requirement above) shall be bound thereby upon receipt of
      notice thereof. Changes contemplated by Section 10 shall not be deemed to
      constitute changes or amendments for purposes of this Section 11.

    


     

    Dated:
      December 22, 2005

     

    
      
         

      

      
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