nci_8k-10x1.htm


    Exhibit 10.1


    
 

     

    NETWORK
CADENCE, INC.

    2009
Equity Incentive Plan

    


    Effective
Date:  October 31, 2009

    Approved
by Board:  October 27, 2009

    Stockholders
Notified:  November 2, 2009 (8-K filing)

     

     

     

     

     

     

     

     

     

     

     

    
 

    


     

    Any
statements regarding tax matters made herein, including any attachments, cannot
be relied upon by any person to avoid tax penalties and are not intended to be
used or referred to in any marketing or promotional materials.  To the
extent this communication contains a tax statement or tax advice, Brownstein
Hyatt Farber Schreck, LLP does not and will not impose any limitation on
disclosure of the tax treatment or tax structure of any transactions to which
the tax statement or tax advice relates.

    


    


    
      
        
           


        

        
           


          
            

          

        

        
           


          
            TABLE
OF CONTEN

             

                                              


             

            


          

        

      

    

     

    
      
        	
                 

              	
                 

              	
                Page

              


      

       

    

    
      	
              ARTICLE 1

            	
              DEFINITIONS

            	
              1

            


    

     

    
      	
              ARTICLE
      2

            	
              TERM
      OF THE PLAN 

            	
              6

            


    

     

    
      	
              ARTICLE
      3

            	
              ADMINISTRATION

            	
              6

            


    

     

    
      	
               
      

            	
              3.1

            	
              Administrator 

            	
              6

            


    

    
      	
               
      

            	
              3.2

            	
              Meetings
      and Actions 

            	
              6

            


    

    
      	
               
      

            	
              3.3

            	
              Powers
      of Administrator 

            	
              6

            


    

    
      	
               
      

            	
              3.4

            	
              Discretion
      of Administrator 

            	
              7

            


    

    
      	
               
      

            	
              3.5

            	
              Delegation
      of Authority 

            	
              7

            


    

     

    
      	
              ARTICLE
      4

            	
              STOCK
      SUBJECT TO THE PLAN 

            	
              8

            


    

     

    
      	
               
      

            	
              4.1

            	
              Plan
      Limit 

            	
              8

            


    

    
      	
               
      

            	
              4.2

            	
              Unused
      Stock 

            	
              8

            


    

    
      	
               
      

            	
              4.3

            	
              Retention
      of Rights 

            	
              8

            


    

     

    
      	
              ARTICLE
      5

            	
              GRANT
      OF AWARDS 

            	
              9

            


    

     

    
      	
               
      

            	
              5.1

            	
              Eligibility
      for Award 

            	
              9

            


    

    
      	
               
      

            	
              5.2

            	
              Grant
      of Awards 

            	
              9

            


    

    
      	
               
      

            	
              5.3

            	
              Terms
      of Awards 

            	
              9

            


    

    
      	
               
      

            	
              5.4

            	
              Limitations
      Applicable to Section 16 Persons 

            	
              9

            


    

    
      	
               
      

            	
              5.5

            	
              Stand-Alone
      and Tandem Awards 

            	
              9

            


    

     

    
      	
              ARTICLE
      6

            	
              VESTING
      OF AWARDS 

            	
              10

            


    

     

    
      	
              ARTICLE
      7

            	
              STOCK
      OPTIONS 

            	
              10

            


    

     

    
      	
               
      

            	
              7.1

            	
              Option
      Award Agreement 

            	
              10

            


    

    
      	
               
      

            	
              7.2

            	
              Manner
      of Exercise 

            	
              11

            


    

    
      	
               
      

            	
              7.3

            	
              Payment
      of Option Price 

            	
              12

            


    

     

    
      	
              ARTICLE
      8

            	
              STOCK
      APPRECIATION RIGHTS 

            	
              12

            


    

     

    
      	
               
      

            	
              8.1

            	
              Stock
      Appreciation Rights Award Agreement 

            	
              12

            


    

    
      	
               
      

            	
              8.2

            	
              Manner
      of Exercise 

            	
              13

            


    

     

    
      	
              ARTICLE
      9

            	
              RESTRICTED
      STOCK 

            	
              13

            


    

     

    
      	
               
      

            	
              9.1

            	
              Restricted
      Stock Award Agreement 

            	
              13

            


    

     

    
      	
              ARTICLE
      10

            	
              OTHER
      AWARDS 

            	
              15

            


    

     

    
      	
               

            	
              10.1

            	
              Bonus
      Stock Awards; Deferred Stock Awards

            	
              15

            


    

    
      	
               

            	
              10.2

            	
              Restricted
      Stock Unit Award

            	
              15

            


    

    
      	
               

            	
              10.3

            	
              Other
      Awards 

            	
              15

            


    

     

     

    i

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      	
              ARTICLE
      11

            	
              ISSUANCE
      OF SHARES 

            	
              16

            


    

     

    
      	
               
      

            	
              11.1

            	
              Stock
      Certificates 

            	
              16

            


    

    
      	
               
      

            	
              11.2

            	
              Nontransferability 

            	
              16

            


    

    
      	
               
      

            	
              11.3

            	
              Paperless
      Administration 

            	
              17

            


    

     

    
      	
              ARTICLE
      12

            	
              TERMINATION
      OF CONTINUOUS SERVICE 

            	
              17

            


    

     

    
      	
               
      

            	
              12.1

            	
              Effect
      of Termination of Continuous Service 

            	
              17

            


    

    
      	
               
      

            	
              12.2

            	
              Effect
      of Termination of Continuous Service on Stock 

            	
              18

            


    

     

    
      	
              ARTICLE
      13

            	
              REORGANIZATION,
      RECAPITALIZATION AND CHANGE IN CONTROL 

            	
              19

            


    

     

    
      	
               
      

            	
              13.1

            	
              Adjustments
      to Common Stock 

            	
              19

            


    

    
      	
               
      

            	
              13.2

            	
              Recapitalization 

            	
              19

            


    

    
      	
               
      

            	
              13.3

            	
              Change
      in Control 

            	
              19

            


    

    
      	
               
      

            	
              13.4

            	
              Other
      Events 

            	
              20

            


    

    
      	
               
      

            	
              13.5

            	
              No
      Adjustment for Certain Awards 

            	
              20

            


    

     

    
      	
              ARTICLE
      14

            	
              AMENDMENT
      AND TERMINATION 

            	
              20

            


    

     

    
      	
               
      

            	
              14.1

            	
              Amendment
      of the Plan 

            	
              20

            


    

    
      	
               
      

            	
              14.2

            	
              Termination
      of the Plan 

            	
              21

            


    

     

    
      	
              ARTICLE
      15

            	
              GENERAL
      PROVISIONS 

            	
              21

            


    

     

    
      	
               
      

            	
              15.1

            	
              Tax
      Obligations 

            	
              21

            


    

    
      	
               
      

            	
              15.2

            	
              Section
      409A 

            	
              21

            


    

    
      	
               
      

            	
              15.3

            	
              Rule
      16b-3 

            	
              22

            


    

    
      	
               
      

            	
              15.4

            	
              Section
      162(m) 

            	
              22

            


    

    
      	
               
      

            	
              15.5

            	
              Section
      13(k) 

            	
              23

            


    

    
      	
               
      

            	
              15.6

            	
              Beneficiary
      Designations 

            	
              23

            


    

    
      	
               
      

            	
              15.7

            	
              No
      Employment Rights 

            	
              23

            


    

    
      	
               
      

            	
              15.8

            	
              Jurisdictions 

            	
              23

            


    

    
      	
               
      

            	
              15.9

            	
              Foreign
      Currency 

            	
              24

            


    

    
      	
               
      

            	
              15.10

            	
              Other
      Employee Benefits 

            	
              24

            


    

    
      	
               
      

            	
              15.11

            	
              Confidentiality
      of Information 

            	
              24

            


    

    
      	
               
      

            	
              15.12

            	
              No
      Funding 

            	
              24

            


    

    
      	
               
      

            	
              15.13

            	
              Severability 

            	
              24

            


    

    
      	
               
      

            	
              15.14

            	
              Governing
      Law and Venue 

            	
              24

            


    

    
      	
               
      

            	
              15.15

            	
              Use
      of Proceeds 

            	
              24

            


    

    
      	
               
      

            	
              15.16

            	
              Appendices 

            	
              24

            


    

    
      	
               
      

            	
              15.17

            	
              Indemnification 

            	
              24

            


    

     

     

     

     

    ii


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    NETWORK
CADENCE, INC.

    2009
Stock Incentive Plan

     

    INTRODUCTION

     

    Network
Cadence, Inc., a Nevada corporation (the "Company"),
hereby adopts the Network Cadence, Inc. 2009 Stock Incentive Plan (the "Plan").  The
purpose of the Plan is to further the growth and development of the Company by
affording an opportunity for stock ownership to selected Employees, Consultants
and Directors of the Company and its Affiliates (all as defined below) who are
responsible for the conduct and management of its business or who are involved
in endeavors significant to its success.  The Plan is also intended to
assist the Company in attracting new Employees, Consultants and Directors and
retaining existing Employees, Consultants and Directors; to encourage growth of
the Company through incentives that are consistent with the Company's goals; to
provide incentives for individual performance; and to promote
teamwork.

     

    ARTICLE
1

    DEFINITIONS

     

    When used
in this Plan, the following capitalized terms shall have the meanings set forth
below unless a different meaning is plainly required by the
context:

     

    
      	
              1.1  

            	
              Administrator
      means the Board of Directors, any committee or such delegates as shall be
      administering the Plan in accordance with Article
  3.

            


    

     

    
      	
              1.2  

            	
              Affiliate
      means any corporation, partnership, limited liability company or
      partnership, association, trust or other organization which, directly or
      indirectly, controls, is controlled by, or is under common control with,
      the Company.  For purposes of this definition, "control"
      (including, with correlative meanings, the terms "controlled by" and
      "under common control with"), as used with respect to any entity or
      organization, shall mean the possession, directly or indirectly, of the
      power to vote more than 50% of the securities having ordinary voting power
      for the election of directors of the controlled entity or organization, or
      to direct or cause the direction of the management and policies of the
      controlled entity or organization, whether through the ownership of voting
      securities or by contract or
otherwise.

            


    

     

    
      	
              1.3  

            	
              Applicable
      Laws means the requirements relating to the administration of stock
      option and stock award plans under U.S. federal, state and local laws, the
      rules of any national securities exchange or automated quotation system on
      which the Common Stock is listed, quoted, or traded to the extent provided
      under the terms of the Company's agreement with such exchange or quotation
      system and, with respect to Awards subject to the laws of any foreign
      jurisdiction where Awards are, or will be, granted under the Plan, the
      laws of such jurisdiction.

            


    

     

    
      	
              1.4  

            	
              Award
      means a grant of Options, SARs, Restricted Stock, Restricted Stock Units,
      Bonus Stock, Deferred Stock or other equity-based grant under the
      Plan.

            


    

     

     

    1

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      	
              1.5  

            	
              Award
      Agreement means the agreement between the Company and a Participant
      pursuant to which a specific Award is granted to the
      Participant.

            


    

     

    
      	
              1.6  

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

            


    

     

    
      	
              1.7  

            	
              Bonus
      Stock means shares of Common Stock granted to a Participant that
      are subject to the terms set forth in Section 10.2 and the applicable
      Award Agreement.

            


    

     

    
      	
              1.8  

            	
              Cause
      means "Cause," as defined in the Participant's employment agreement, if
      applicable, or if the Participant has not entered into an employment
      agreement with the Company, as determined in the sole discretion of the
      Company, a termination on account of any of the following: (a) repeated
      refusal to obey written directions of the Board of Directors or a superior
      officer (so long as such directions do not involve illegal or immoral
      acts), (b) negligence or willful misconduct in the performance of
      Participant’s duties, as reasonably directed by the Board of Directors or
      a superior officer, injurious to the reputation, business or operations of
      the Company or an Affiliate, or (c) misappropriation of any funds or
      assets of the Company or an Affiliate for personal use; (d) repeated acts
      of substance abuse that are injurious to the Company or an Affiliate; (e)
      fraud or dishonesty that is injurious to the Company or an Affiliate; (f)
      a breach of any material obligation of Participant in an employment,
      non-disclosure or confidentiality, non-compete, non-solicitation or
      similar agreement, if applicable, with the Company; (g) commission of a
      criminal offense involving money or other property with respect to the
      Company, and Affiliate or any supplier or customer of the Company or an
      Affiliate (excluding any traffic violations or similar violations); (h)
      commission of a criminal offense that constitutes a felony in the
      jurisdiction in which the offense is committed; or (i) engaging in any
      conduct tending to bring the Company or an Affiliate into public disgrace
      or disrepute.  A Participant who agrees to resign from his
      employment or service with the Company in lieu of being terminated for
      Cause may be deemed to have been terminated for Cause for purposes of the
      Plan.

            


    

     

    
      	
              1.9  

            	
              Change in
      Control means, unless such term or an equivalent term is otherwise
      defined with respect to an Award by the Participant's Award Agreement or
      written contract of employment or service, the occurrence, in a single
      transaction or in a series of related transactions, where (a) the Company
      will not be the surviving entity in any merger, share exchange, or
      consolidation (or survives only as a subsidiary of an entity); (b) the
      Company sells, leases, or exchanges, or agrees to sell, lease, or
      exchange, all or substantially all of its assets to any other person or
      entity; (c) the Company is to be dissolved and liquidated; (d) any person
      or entity, including a "group" as contemplated by Section 13(d)(3) of the
      Exchange Act, acquires or gains ownership or control (including, without
      limitation, power to vote) of more than 50% of the outstanding shares of
      the Company's voting stock (based upon voting power), or (e) a majority of
      the Directors are replaced during any 12-month period by Directors whose
      appointment or election is not endorsed by a majority of the Board of
      Directors before the date of such appointment or election; provided,
      however, that a Change in Control will not include (i) any reorganization,
      merger, consolidation, sale, lease, exchange, or similar transaction,
      which involves solely the Company and one or more entities wholly-owned,
      directly or indirectly, by the Company immediately prior to such event, or
      (ii) the consummation of any transaction or series of integrated
      transactions immediately following which the record holders of the voting
      stock of the Company immediately prior to such transaction or series of
      transactions continue to hold 50% or more of the voting stock (based upon
      voting power) of (A) any entity that owns, directly or indirectly, the
      stock of the Company, (B) any entity with which the Company has merged, or
      (C) any entity that owns an entity with which the Company has
      merged.  In addition, if a Change in Control constitutes a
      payment event with respect to any Award which provides for the deferral of
      compensation and is subject to Section 409A, the transaction or event
      described in subsection (a), (b), (c), (d) or (e) with respect to such
      Award must also constitute a “change in control event,” as defined in
      Treasury Regulation Section 1.409A-3(i)(5) to the extent required by
      Section 409A.  The Administrator shall have full and final
      authority, which shall be exercised in its discretion, to determine
      conclusively whether a Change in Control of the Company has occurred
      pursuant to the above definition, and the date of the occurrence of such
      Change in Control and any incidental matters relating
    thereto.

            


    

     

     

    2

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      	
              1.10  

            	
              Code
      means the Internal Revenue Code of 1986, as amended from time to
      time.

            


    

     

    
      	
              1.11  

            	
              Common
      Stock or Stock
      means the Company's common stock, par value $.001 per share, and any share
      or shares of the Company's capital stock hereafter issued or issuable in
      substitution for such shares.

            


    

     

    
      	
              1.12  

            	
              Continuous
      Service means that the Participant's service with the Company or
      its Affiliate, whether as an Employee, Consultant or Director, is not
      interrupted or terminated.  The Participant's Continuous Service
      shall not be deemed to have terminated merely because of a change in the
      capacity in which the Participant renders service to the Company or its
      Affiliate or a change in the entity for which the Participant renders such
      service, provided that there is no interruption or termination of the
      Participant's Continuous Service.  The Administrator, in its
      sole discretion, may determine whether Continuous Service shall be
      considered interrupted in the case of any leave of absence, including sick
      leave, military leave or any other personal
  leave.

            


    

     

    
      	
              1.13  

            	
              Consultant
      shall mean any individual who is neither an Employee nor a Director who is
      engaged by the Company or an Affiliate to render services to such entity
      as an advisor or consultant.

            


    

     

    
      	
              1.14  

            	
              Deferred
      Stock means shares of Common Stock granted to a Participant that
      are subject to the terms set forth in Section 10.2 and the applicable
      Award Agreement.

            


    

     

    
      	
              1.15  

            	
              Director
      means an individual who is a member the Board of Directors or a member of
      the board of directors of an Affiliate, who (in either case) is not an
      Employee.

            


    

     

    
      	
              1.16  

            	
              Disability
      means disability within the meaning of the long-term disability policy
      maintained by the Company, or if none, within the meaning of Code Section
      22(e)(3), provided that in the case of Awards other than Incentive Stock
      Options, the Administrator in its discretion may determine whether a
      permanent and total disability exists in accordance with uniform and
      non-discriminatory standards adopted by the Administrator from time to
      time.

            


    

     

     

    3

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      	
              1.17  

            	
              Effective
      Date means the date the Plan is approved by the Board, subject to
      approval of the Plan by the Company’s
  stockholders.

            


    

     

    
      	
              1.18  

            	
              Employee
      means a common law employee of the Company or its Affiliate and any person
      who has accepted a binding offer of employment from the Company or its
      Affiliate (provided that, in the case of an Incentive Stock Option, such
      person has commenced employment as a common law employee), but excludes
      any individual classified by the Company or its Affiliate as an
      independent contractor, Consultant or leased
  employee.

            


    

     

    
      	
              1.19  

            	
              Exchange
      Act means the Securities Exchange Act of 1934, as amended from time
      to time.

            


    

     

    
      	
              1.20  

            	
              Fair Market
      Value means, as of any specified date, the value of a share of
      Common Stock determined as follows:

            


    

     

    
      	
              (a)  

            	
              Publicly
      Traded. If the Common Stock is readily tradable on any established
      securities market, the Fair Market Value per share of Common Stock shall
      be the closing sale price for a share of Common Stock for such date, or if
      there is no closing sales price for a share of Common Stock on that date,
      the closing sales price for a share of Common Stock on the last preceding
      date for which such quotation exists, as reported in The Wall Street
      Journal or such other source as the Administrator deems
      reliable.

            


    

     

    
      	
              (b)  

            	
              Not Publicly
      Traded. If the Common Stock is not readily tradeable on an
      established securities market, the Fair Market Value per share of Common
      Stock shall be the amount determined by the Administrator, reasonably and
      in good faith, in accordance with Applicable
  Laws.

            


    

     

    
      	
              1.1  

            	
              Full Value
      Award means any Award other than (i) an Option,  (ii) a
      SAR or (iii) any other Award for which the Participant pays the intrinsic
      value existing as of the date of grant (whether directly or by forgoing a
      right to receive a payment from the Company or any
      Subsidiary).

            


    

     

    
      	
              1.2  

            	
              Incentive
      Stock Option means any option granted to an eligible Employee under
      the Plan, which the Company intends at the time the option is granted to
      be an Incentive Stock Option within the meaning of Code Section
      422.

            


    

     

    
      	
              1.3  

            	
              Nonqualified
      Stock Option means any option granted to an eligible Employee,
      Consultant or Director under the Plan that is not an Incentive Stock
      Option.

            


    

     

    
      	
              1.4  

            	
              Option
      means and refers collectively to Incentive Stock Options and Nonqualified
      Stock Options.

            


    

     

     

    4

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      	
              1.5  

            	
              Participant
      means any Employee, Consultant or Director who is granted an Award under
      the Plan.  Participant also means the personal representative of
      a Participant and any other person who acquires the right to exercise or
      receive payment pursuant to an Award by bequest or
      inheritance.

            


    

     

    
      	
              1.6  

            	
              Permitted
      Transferee means, with respect to a Participant, any “family
      member” of the Participant, as defined under the instructions to use of
      the Form S-8 Registration Statement under the Securities Act, after taking
      into account any state, federal, local or foreign tax and securities laws
      applicable to transferable Awards.

            


    

     

    
      	
              1.7  

            	
              Publicly
      Traded means that the Company or an Affiliate has issued any class
      of common equity securities registered under Section 12 of the Exchange
      Act.

            


    

     

    
      	
              1.8  

            	
              Restricted
      Stock means shares of Common Stock granted to a Participant that
      are subject to the restrictions set forth in Section 9.1 and the
      applicable Award Agreement.  Restricted
      Stock also means any shares of the Company's capital stock issued
      as a result of a dividend on or split of Restricted Stock.  Upon
      termination of the restrictions, such Common Stock or other capital stock
      shall no longer be Restricted
Stock.

            


    

     

    
      	
              1.9  

            	
              Restricted
      Stock Units means restricted share units granted to a Participant
      that are subject to the terms set forth in Section 10.3 and the applicable
      Award Agreement.

            


    

     

    
      	
              1.10  

            	
              Restriction
      Period means the period set forth in the applicable Award Agreement
      that is the period beginning on the date of grant of the Award and ending
      on the final vesting date of the Restricted
  Stock.

            


    

     

    
      	
              1.11  

            	
              Rule
      16b-3 means Rule 16b-3 promulgated by the Securities and Exchange
      Commission under the Exchange Act, together with any successor rule, as in
      effect from time to time.

            


    

     

    
      	
              1.12  

            	
              Section
      162(m) means Code Section 162(m) and any related Treasury
      regulations promulgated or Internal Revenue Service guidance issued
      thereunder.

            


    

     

    
      	
              1.13  

            	
              Section
      409A means Code Section 409A and any related Treasury regulations
      promulgated or Internal Revenue Service guidance issued thereunder,
      including, without limitation, any such regulations or other guidance that
      may be issued after the Effective
Date.

            


    

     

    
      	
              1.14  

            	
              Securities
      Act shall mean the Securities Act of 1933, as
    amended.

            


    

     

    
      	
              1.15  

            	
              Stock
      Appreciation Right or SAR means a stand-alone stock appreciation
      right that is subject to the terms set forth in Section 8.1 and the
      applicable Award Agreement

            


    

     

    
      	
              1.2  

            	
              Subsidiary
      means any entity (other than the Company), whether domestic or foreign, in
      an unbroken chain of entities beginning with the Company if each of the
      entities other than the last entity in the unbroken chain beneficially
      owns, at the time of the determination, securities or interests
      representing more than fifty percent (50%) of the total combined voting
      power of all classes of securities or interests in one of the other
      entities in such chain.

            


    

     

     

    5

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    ARTICLE
2

    TERM
OF THE PLAN

     

    The Plan
shall be effective as of the Effective Date, provided that the Plan is approved
by the stockholders of the Company on or within 12 months of the Effective
Date.  The Plan shall continue in effect for a term of 10 years from
the later of the Effective Date or the date any amendment to add shares to the
Plan is approved by stockholders of the Company, unless terminated earlier under
Article 14.  In the absence of the approval by stockholders of the
Company of an amendment to add shares to the Plan, no Incentive Stock Option
shall be granted more than 10 years from the date the Plan is approved by the
stockholders of the Company.

     

    ARTICLE
3

    ADMINISTRATION

     

    
      	
              3.1  

            	
              Administrator.  The
      Plan shall be administered by the Board of Directors, unless and until
      such time as the Board of Directors delegates the administration of the
      Plan to a committee, which shall be appointed by and shall serve at the
      pleasure of the Board of Directors.  The powers, duties and
      procedures of any appointed committee shall be governed its adopted
      charter, or in the absence of such charter, by this article. Any committee
      member shall be deemed to have resigned automatically from the committee
      upon his termination of service with the Company.  To the extent
      the Administrator considers it desirable for transactions relating to a
      grant of Awards to be eligible to qualify for an exemption under Rule
      16b-3, the Administrator shall consist of a committee of two or more
      members of the Board, all of whom qualify as “non-employee directors”
      within the meaning of Rule 16b-3.  To the extent the
      Administrator considers it desirable for compensation delivered pursuant
      to a grant of Awards to be eligible to qualify for an exemption under
      Section 162(m), the Plan shall be administered by a committee of two or
      more members of the Board, all of whom qualify as “outside directors”
      within the meaning of Section 162(m).  The Administrator may
      from time to time remove members from or add members to any such
      committee; fill vacancies on the committee, howsoever caused; and
      otherwise increase or decrease the number of members of such committee, in
      each case as the Administrator deems appropriate to permit transactions in
      Common Stock pursuant to the Plan and to satisfy such conditions of Rule
      16b-3 or Section 162(m) as then in effect.  Notwithstanding the
      foregoing, the full Board of Directors, acting by a majority of its
      members in office, shall conduct the general administration of the Plan
      with respect to Awards granted to non-employee
  Directors.

            


    

     

    
      	
              3.2  

            	
              Meetings
      and Actions.  The Administrator shall hold meetings at
      such times and places as it may determine in its sole
      discrimination.  A majority of the members of the Administrator
      shall constitute a quorum, and the acts of the majority of the members
      present at a meeting or a consent in writing signed by all members of the
      Administrator shall be the acts of the Administrator and shall be final,
      binding and conclusive upon all persons, including the Company, its
      Affiliates, its stockholders, and all persons having any interest in
      Awards that may be or have been granted pursuant to the
    Plan.

            


    

     

     

     

     

    6

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      	
              3.3  

            	
              Powers
      of Administrator.  The Administrator shall have the full
      and exclusive right to grant and determine terms and conditions of all
      Awards granted under the Plan and to prescribe, amend and rescind rules
      and regulations for administration of the Plan.  The
      Administrator may from time to time in its discretion determine which of
      the eligible Employees, Consultants and Directors of the Company or its
      Affiliates should receive Awards, the type of Awards to be granted, and as
      applicable, the number of shares subject to the Awards, the grant dates,
      the exercise or purchase price for shares subject to the Awards, the
      vesting conditions and duration of the Awards and the restrictions
      applicable to each grant of shares pursuant to the Awards.  In
      selecting Participants and granting Awards, the Administrator shall take
      into consideration the contribution the Participant has made or may make
      to the success of the Company or its Affiliates and such other factors as
      the Administrator shall determine.

            


    

     

    
      	
              3.4  

            	
              Discretion
      of Administrator.  The determination of the Administrator
      as to any disputed question arising under the Plan, including questions of
      construction and interpretation, shall be final, binding and conclusive
      upon all persons, including the Company, its Affiliates, its stockholders,
      and all persons having any interest in Awards that may be or have been
      granted pursuant to the Plan.  Subject to the express provisions
      of the Plan, the Administrator is authorized, in its sole discretion, to
      construe the Plan and the respective Award Agreements executed hereunder,
      to prescribe and enforce such rules and regulations relating to the Plan
      as it may deem advisable to carry out the intent of the Plan, and to
      determine and amend, subject to the provisions of Article 14, the terms,
      restrictions and provisions of any outstanding Award in any manner that is
      not inconsistent with the provisions of the Plan (including but not
      limited to cashing out Awards, extending the exercise or effective periods
      of Awards, accelerating the vesting of Awards, and converting or
      substituting any or all stock options, stock appreciation rights or other
      stock awards held by service providers of an entity acquired by the
      Company) the terms, restrictions and provisions of each Award, including
      such terms, restrictions and provisions as shall be requisite in the
      judgment of the Administrator to cause designated Awards to qualify for
      specific tax treatment, and to make all other determinations necessary or
      advisable for administering the Plan.  The Administrator may
      correct any defect or supply any omission or reconcile any inconsistency
      in any Award Agreement in the manner and to the extent it shall deem
      expedient to carry it into effect.  The determinations of the
      Administrator on any Plan matters shall be final, conclusive and binding
      on all parties.

            


    

     

    
      	
              3.5  

            	
              Delegation
      of Authority.  To the extent permitted by Applicable
      Laws, the Administrator may from time to time delegate to a committee of
      one or more members of the Board or one or more officers of the Company
      the authority to grant or amend Awards; provided, however, that in no
      event shall an officer of the Company be delegated the authority to grant
      awards to, or amend awards held by, the following
      individuals:  (a) individuals who are subject to Section 16 of
      the Exchange Act, (b) Covered Employees, or (c) officers of the Company
      (or Directors) to whom authority to grant or amend Awards has been
      delegated hereunder; provided further, that
      any delegation of administrative authority shall only be permitted to the
      extent it is permissible under Section 162(m) and other Applicable
      Laws.  Any delegation hereunder shall be subject to the
      restrictions and limits that the Administrator specifies at the time of
      such delegation, and the Administrator may at any time rescind the
      authority so delegated or appoint a new delegatee.  At all
      times, the delegatee appointed under this section shall serve in such
      capacity at the pleasure of the
Administrator.

            


    

     

     

     

    7

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    ARTICLE
4

    STOCK
SUBJECT TO THE PLAN

     

    
      	
              4.1  

            	
              Plan
      Limit.

            


    

     

    
      	
              (a)  

            	
              Aggregate
      Limit.  Subject to the provisions of Article 13, the
      aggregate number of shares of Common Stock that may be issued under Awards
      granted pursuant to the Plan shall not exceed 2 million shares of Common
      Stock; provided,
      however, no more than 1 million shares of Common Stock may be
      issued in the form of Full Value Awards. Such shares of Common Stock shall
      be authorized but unissued shares. Shares of Common Stock shall be deemed
      to have been issued under the Plan solely to the extent actually issued
      and delivered pursuant to an Award.  Shares of Common Stock
      subject to Awards granted under the Plan that are cancelled, expire or are
      forfeited shall be available for re-grant under the Plan.  If a
      Participant pays the exercise or purchase price of an Award granted under
      the Plan through the tender or withholding of shares, or if shares are
      tendered or withheld to satisfy any Company withholding obligations, the
      number of shares so tendered or withheld shall become available for
      re-issuance thereafter under the Plan.  Subject to the
      provisions of Article 13, no more than the aggregate maximum number of
      shares of Common Stock approved by the Stockholders from time to time may
      be issued pursuant to Incentive Stock
Options.

            


    

     

    
      	
              (b)  

            	
              Section
      162(m) Limit.  During any single calendar year, no
      Participant shall be eligible to be granted Awards exceeding 1 million
      shares of Common Stock.

            


    

     

    
      	
              4.2  

            	
              Unused
      Stock.  Shares will be deemed to have been issued under
      the Plan only (a) to the extent actually issued and delivered pursuant to
      an Award, or (b) to the extent an Award is settled in cash.  If
      any outstanding Award under the Plan expires or for any other reason
      ceases to be exercisable, is forfeited or repurchased by the Company, in
      whole or in part (other than upon exercise of an Award), the shares that
      were subject to such Award (and as to which the Award had not been
      exercised) shall continue to be available under the Plan or revert to the
      Plan to again be available for issuance under the Plan.  Any
      shares of Common Stock tendered or withheld to satisfy the grant or
      exercise price or tax withholding obligation pursuant to any Award (other
      than an Option) shall
      again be available for the grant of an Award pursuant to the
      Plan.

            


    

     

    
      	
              4.3  

            	
              Retention
      of Rights.  The existence of this Plan and any Award
      granted pursuant to the Plan shall not affect the right or power of the
      Company or its stockholders to make or authorize any or all adjustments,
      recapitalizations, reorganizations, or other change in the Company's
      capital structure or its business, or a merger or consolidation of the
      Company, or any issue of bonds, debentures, or preferred or preference
      stock ranking before or affecting the Common Stock, or the dissolution of
      the Company or any sale or transfer of all or any part of the Company's
      assets or business, or any other corporate act or proceeding, whether
      similar or not.

            


    

     

     

    8

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    ARTICLE
5

    GRANT
OF AWARDS

     

    
      	
              5.1  

            	
              Eligibility
      for Award.  Awards may be granted only to persons who, at
      the time of grant, are Employees, Consultants or
      Directors.  Consultants and Directors shall be eligible to
      receive any Award other than Incentive Stock
  Options.

            


    

     

    
      	
              5.2  

            	
              Grant
      of Awards.  The Administrator may from time to time in
      its discretion grant Awards to one or more Employees, Consultants or
      Directors determined by it to be eligible for participation in the Plan in
      accordance with the provisions of this article.  No Award shall
      be enforceable under the Plan until the Participant provides the Company
      with a signed Award Agreement in the form specified by the Administrator
      with respect to the Award to that
Participant.

            


    

     

    
      	
              5.3  

            	
              Terms
      of Awards.  Each Award will be evidenced by an Award
      Agreement in such form and containing such provisions not inconsistent
      with the provisions of the Plan as the Administrator from time to time
      will approve.  The terms of any Award need not be identical to
      the terms of any other Award to the same or other
      Participants.  An Award may be granted on more than one occasion
      to the same person, and, subject to the limitations set forth in the Plan,
      such Award may include any type of Award or any combination of Awards
      under the Plan. Award Agreements evidencing Awards intended to qualify as
      Performance-Based Compensation shall contain such terms and conditions as
      may be necessary to meet the applicable provisions of Section
      162(m).  Award Agreements evidencing Incentive Stock Options
      shall contain such terms and conditions as may be necessary to meet the
      applicable provisions of Code Section
422.

            


    

     

    
      	
              5.4  

            	
              Limitations
      Applicable to Section 16 Persons.  Notwithstanding any
      other provision of the Plan, the Plan, and any Award granted or awarded to
      any individual who is then subject to Section 16 of the Exchange Act,
      shall be subject to any additional limitations set forth in any applicable
      exemptive rule under Section 16 of the Exchange Act (including Rule 16b-3
      of the Exchange Act and any amendments thereto) that are requirements for
      the application of such exemptive rule.  To the extent permitted
      by Applicable Laws, the Plan and Awards granted or awarded hereunder shall
      be deemed amended to the extent necessary to conform to such applicable
      exemptive rule.

            


    

     

    
      	
              5.5  

            	
              Stand-Alone
      and Tandem Awards.  Awards granted pursuant to the Plan
      may, in the sole discretion of the Administrator, be granted either alone,
      in addition to, or in tandem with, any other Award granted pursuant to the
      Plan.  Awards granted in addition to or in tandem with other
      Awards may be granted either at the same time as or at a different time
      from the grant of such other
Awards.

            


    

     

     

    9

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    ARTICLE
6

    VESTING
OF AWARDS

     

    An Award
shall vest and/or become exercisable in whole or in part and at such times as
determined by the Administrator and set forth in the Award
Agreement.  The Administrator in its discretion may provide that an
Award will be vested or exercisable upon (a) the attainment of one or more
performance goals or targets established by the Administrator, which may be
based on factors including, but not limited to, the price of a share of Common
Stock, the Company's earnings per share, the Company's market share, the
Company's sales, the Company's operating margin, the earnings before or after
interest, taxes, depreciation, and/or amortization of the Company; (b) the
Participant's continued employment as an Employee with the Company or continued
service as a Director for a specified period of time; (c) the occurrence of any
event or the satisfaction of any other condition specified by the Administrator
in its sole discretion; or (d) a combination of any of the
foregoing.  Each Award may, in the discretion of the Administrator,
have different provisions with respect to vesting and/or exercise of the
Award.  At any time after grant of an Award, the Administrator may, in
its sole discretion, accelerate the period during which an Award
vests.

     

    ARTICLE
7

    STOCK
OPTIONS

     

    
      	
              7.1  

            	
              Option
      Award Agreement.

            


    

     

    
      	
              (a)  

            	
              Option
      Exercise Price.  The Option price (i.e., exercise price)
      per share of Common Stock under each Option shall be determined by the
      Administrator and stated in the Option Award Agreement.  The
      Option price for any Option that is intended to be an Incentive Stock
      Option or to constitute performance-based compensation within the meaning
      of Section 162(m) shall not be less than 100% of the Fair Market Value
      (determined as of the day the Option is granted) of the shares subject to
      the Option.  Nonqualified Stock Options may be granted with an
      Option price of less than 100% of the Fair Market Value (determined as of
      the day the Option is granted) of the shares subject to the
      Option.

            


    

     

    In the
case of an Option that is subject to Section 409A (such as a discounted
Nonqualified Stock Option), the timing of the exercise of the Option shall be
limited to one (or the earliest of two or more) of the following events, as
specified in the applicable Option Award Agreement, as determined and
interpreted in accordance with Section 409A: (1) a Change in Control, (2) the
Participant's separation from service, (3) a specified date, or (4) the taxable
year in which the Option vests.  In the event that Participant fails
to exercise such an Option within the prescribed period, the Participant shall
forfeit all rights under the Option; the Option Award Agreement shall terminate
and be of no further force or effect; and the Company shall be released from all
obligations under the Option.

     

    The
exercise price of an Option may not be repriced.

     

    10

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
              (b)  

            	
              Duration of
      Options.  Each Option shall be of a duration as specified
      in the applicable Award Agreement; provided, however, that the term of any
      Option shall be no more than ten (10) years from the date on which the
      Option is granted and shall be subject to early termination as provided
      herein.

            


    

     

    
      	
              (c)  

            	
              Limitations
      on Incentive Stock Options.

            


    

     

                    
(i) Employee Status. An
Incentive Stock Option may be granted only to an individual who is an Employee
at the time the Option is granted.

     

    (ii) Dollar
Limit.  To the extent that an Incentive Stock Option (together
with all Incentive Stock Options granted to the Participant under the Plan and
all other stock option plans of the Company and its Affiliate) becomes
exercisable for the first time during any calendar year for shares having a Fair
Market Value greater than $100,000 (or such other limit effective under the
Code), the portion of each Incentive Stock Option that exceeds such amount will
be treated as a Nonqualified Stock Option. The rule set forth in the preceding
sentence shall be applied by taking Options and other “incentive stock options”
into account in the order in which they were granted and the Fair Market Value
of stock shall be determined as of the time the respective options were
granted.

     

                                                   
(iii) 10%
Shareholder.  No Incentive Stock Option shall be granted to an
Employee who, at the time the Incentive Stock Option is granted, owns stock (as
determined in accordance with Code Section 424(d)) representing more than 10% of
the total combined voting power of all classes of stock of the Company or of any
Affiliate, unless the option price of such Incentive Stock Option is at least
110% of the Fair Market Value (determined as of the day the Incentive Stock
Option is granted) of the stock subject to the Incentive Stock Option, and the
Incentive Stock Option by its terms is not exercisable more than five (5) years
from the date it is granted.

     

    (iv) Disqualifying
Disposition. A Participant shall give the Company prompt notice of any
disposition of shares of Common Stock acquired by exercise of an Incentive Stock
Option which occurs within (A) two years from the date of granting (including
the date the Option is modified, extended or renewed for purposes of Code
Section 424(h)) such Option to such Participant, or (B) one year after the
transfer of such shares to such Participant.

     

    
      	
              (d)  

            	
              Rights as
      Stockholder.  A Participant shall have no rights as a
      stockholder of the Company with respect to any shares of Common Stock
      covered by an Option until the date of the issuance of the stock
      certificate for such shares.

            


    

     

    
      	
              (e)  

            	
              Other Terms
      and Conditions.  The Option Award Agreement may contain
      such other provisions, which shall not be inconsistent with the Plan, as
      the Administrator shall deem appropriate, including, without limitation,
      provisions that relate to the Participant's ability to exercise an Option
      in whole or in part to the passage of time or the achievement of specific
      goals or the occurrence of certain events, as specified by the
      Administrator.

            


    

     

    
      	
              7.2  

            	
              Manner
      of Exercise.  An Option or portion of an Option may be
      exercised by delivery of an irrevocable notice of exercise in such manner
      as determined by the Company, stating the number of shares being purchased
      and the restrictions imposed on the shares so purchased, if
      any.

            


    

     

     

     

    11

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      	
              7.3  

            	
              Payment
      of Option Price.  The right to receive shares of the
      Common Stock upon exercise of an Option shall be conditioned upon the
      delivery by the Participant of payment for shares and withholding taxes
      incurred by reason of the exercise and certain representations, if
      requested by the Administrator.  The Administrator shall
      determine the acceptable form of consideration for exercising an Option,
      including the method of payment, either through the terms of the Option
      Award Agreement or at the time of exercise of an
      Option.  Acceptable forms of consideration may
      include:

            


    

     

    
      	
              (a)  

            	
              cash,
      check or wire transfer (denominated in U.S.
  Dollars);

            


    

     

    
      	
              (b)  

            	
              subject
      to the Company's discretion to refuse for any reason and at any time to
      accept such consideration and subject to any conditions or limitations
      established by the Administrator, other shares held by the Participant
      which 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;

            


    

     

    
      	
              (c)  

            	
              delivery
      of a notice that the Participant has placed a market sell order with a
      broker with respect to shares of Common Stock then issuable upon exercise
      or vesting of an Award, and that the broker has been directed to pay a
      sufficient portion of the net proceeds of the sale to the Company in
      satisfaction of the aggregate payments required; provided, that payment of
      such proceeds is then made to the Company upon settlement of such
      sale;

            


    

     

    
      	
              (d)  

            	
              cashless
      "net exercise" arrangement pursuant to which the Company will reduce the
      number of shares issued upon exercise by the largest whole number of
      shares having an aggregate Fair Market Value that does not exceed the
      aggregate exercise price, together with required withholding amounts (if
      any), provided that the Company shall accept a cash or other payment from
      the Participant to the extent of any remaining balance not satisfied by
      such reduction in the number of whole shares to be
  issued,

            


    

     

    
      	
              (e)  

            	
              such
      other consideration and method of payment for the issuance of shares of
      Common Stock to the extent permitted by Applicable Laws,
  or

            


    

     

    
      	
              (f)  

            	
              any
      combination of the foregoing methods of
payment.

            


    

     

    ARTICLE
8

    STOCK
APPRECIATION RIGHTS

     

    
      	
              8.1  

            	
              Stock
      Appreciation Rights Award
Agreement.

            


    

     

    
      	
              (a)  

            	
              Grant.
      A SAR shall entitle a Participant to exercise all or a specified portion
      of the SAR and to receive from the Company an amount determined by
      multiplying the difference obtained by subtracting the exercise price per
      share of the SAR from the Fair Market Value on the date of exercise of the
      SAR by the number of shares of Common Stock with respect to which the SAR
      shall have been exercised, subject to any limitations the Administrator
      may impose.

            


    

     

     

     

    12

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      	
              (b)  

            	
              SAR
      Exercise Price.  The exercise (or base) price per share
      of Common Stock under each SAR shall be determined by the Administrator
      and shall not be less than 100% of the Fair Market Value (determined as
      the day the SAR is granted) of the Common Stock subject to the SAR, and
      shall be stated in the applicable Award Agreement.  The exercise
      price of the Common Stock under a SAR may not be
  repriced.

            


    

     

    
      	
              (c)  

            	
              Duration of
      SARs.  Each SAR shall be of a duration as specified in
      the applicable Award Agreement; provided, however, that the term of any
      SAR shall be no more than 10 years from the date on which the SAR is
      granted and shall be subject to early termination as provided
      herein.

            


    

     

    
      	
              (d)  

            	
              Rights as
      Stockholder.  A Participant shall have no rights as a
      stockholder of the Company with respect to any shares of Common Stock
      covered by a SAR until the date of the issuance of the stock certificate
      for such shares.

            


    

     

    
      	
              (e)  

            	
              Other Terms
      and Conditions.  The SAR Award Agreement may contain such
      other provisions, which shall not be inconsistent with the Plan, as the
      Administrator shall deem appropriate, including, without limitation,
      provisions that relate to the Participant's ability to exercise a SAR in
      whole or in part to the passage of time or the achievement of specific
      goals or the occurrence of certain events, as specified by the
      Administrator.

            


    

     

    
      	
              (f)  

            	
              Form of
      Payment.  A SAR may be paid to the Participant in the
      form of cash, whole shares, or a combination thereof, based on the Fair
      Market Value of the shares earned under the SAR on the date of
      payment.

            


    

     

    
      	
              8.2  

            	
              Manner
      of Exercise.  The SAR or portion of the SAR may be
      exercised by delivery of an irrevocable notice of exercise in such manner
      as determined by the Company, stating the number of shares as to which the
      SAR is being exercised and the restrictions on any shares received in
      settlement of the SAR, if any.  The right to receive shares of
      the Common Stock in settlement of a SAR shall be conditioned upon the
      delivery by the Participant of payment by an electronic transfer of funds,
      such other form as may be acceptable under the administrative procedures
      established by the Company, or any other form of legal consideration that
      may be acceptable to the Administrator, equal to such amount as the
      Company shall determine to be sufficient to satisfy any liability it may
      have for any withholding of income or other taxes incurred under
      Applicable Laws by reason of the exercise; and certain investment
      representations, if requested by the
  Administrator.

            


    

     

    ARTICLE
9

    RESTRICTED
STOCK

     

    
      	
              9.1  

            	
              Restricted
      Stock Award Agreement.  Shares of Common Stock that are
      the subject of a Restricted Stock Award will be subject to restrictions on
      disposition by the Participant and an obligation of the Participant to
      forfeit and surrender the shares to the Company under certain
      circumstances.

            


    

     

     

     

    13

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      	
              (a)  

            	
              Issuance of
      Restricted Stock.  The right to receive Restricted Stock
      shall be conditioned upon the delivery by the Participant of (i) payment
      of the purchase price, if any, in full, by an electronic transfer of
      funds, such other form as may be acceptable under the administrative
      procedures established by the Company, or any other form of legal
      consideration that may be acceptable to the Administrator; (ii) payment in
      similar form equal to such amount as the Company shall determine to be
      sufficient to satisfy any liability it may have for any withholding of
      income or other taxes under Applicable Laws incurred by reason of the
      vesting of the Restricted Stock or the Participant's election under Code
      Section 83(b); (iii) certain investment representations, if requested
      by the Administrator; and (iv) a copy of the executed Award Agreement
      in the form specified by the Administrator with respect to the grant of
      Restricted Stock to that
Participant.

            


    

     

    
      	
              (b)  

            	
              Stock
      Register or Certificates.  Shares representing the
      Restricted Stock shall be recorded in the stock register of the Company in
      the name of the Participant to whom such Restricted Stock shall have been
      granted.  In the event the Company issues certificates, a stock
      certificate or certificates representing the Restricted Stock shall be
      registered in the name of the Participant to whom such Restricted Stock
      shall have been granted, and such certificates shall remain in the custody
      of the Company.  The Participant shall deposit with the Company
      stock powers or other instruments of assignment, each endorsed in blank,
      so as to permit retransfer to the Company of all or a portion of the
      Restricted Stock that shall be forfeited or otherwise not become vested in
      accordance with the Plan and the applicable Award
    Agreement.

            


    

     

    
      	
              (c)  

            	
              Restrictions
      and Rights.  Restricted Stock shall constitute issued and
      outstanding shares of Common Stock for all corporate
      purposes.  The Participant shall have the right to vote such
      Restricted Stock, to receive and retain all regular cash dividends and
      such other distributions, as the Board of Directors may, in its
      discretion, designate, pay or distribute on such Restricted Stock, and to
      exercise all other rights, powers and privileges of a holder of Common
      Stock with respect to such Restricted Stock, except as set forth in this
      section.  During the Restriction Period, the Participant may not
      sell, transfer, pledge, exchange, hypothecate, or otherwise dispose of the
      stock until the restrictions have lapsed, and a breach of the terms and
      conditions established by the Administrator pursuant to the Award
      Agreement will cause a forfeiture of the Restricted Stock.  The
      Award Agreement may contain such other provisions, which shall not be
      inconsistent with the Plan, as the Administrator shall deem
      appropriate.

            


    

     

    
      	
              (d)  

            	
              Forfeiture.  If
      the Participant fails to satisfy any applicable restrictions, terms and
      conditions set forth in this Plan or in the applicable Award Agreement for
      any reason, any Restricted Stock held by such Participant and affected by
      such conditions shall be forfeited to the Company in return for such
      consideration as shall be specified in the Award Agreement.  The
      Company and its officers are authorized to reflect such forfeiture of
      Restricted Stock on the Company's stock
ledger.

            


    

     

     

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              (e)  

            	
              Section
      83(b) Election.  If a Participant makes an election under
      Code Section 83(b) to be taxed with respect to the Restricted Stock as of
      the date of transfer of the Restricted Stock rather than as of the date or
      dates upon which the Participant would otherwise be taxable under Code
      Section 83(a), the Participant shall be required to deliver a copy of such
      election to the Company promptly after filing such election with the
      Internal Revenue Service.

            


    

     

    ARTICLE
10

    OTHER
AWARDS

     

    
      	
              10.1  

            	
              Bonus
      Stock Awards; Deferred Stock Awards.  Each Bonus Stock
      Award or Deferred Stock Award granted to a Participant will constitute a
      transfer of shares of Common Stock other than Restricted Stock on such
      terms and conditions as the Administrator shall
      determine.  Bonus Stock Awards and Deferred Stock Awards will be
      made in shares of Common Stock and may be subject to performance criteria
      or any other specific criteria, including service to the Company or any
      Subsidiary, determined by the Administrator.  The purchase
      price, if any, for Common Stock issued in connection with a Bonus Stock
      Award or Deferred Stock Award will be determined by the Administrator in
      its sole discretion.

            


    

     

    
      	
              10.2  

            	
              Restricted
      Stock Unit Award.  Each Restricted Stock Unit Award will
      be subject to such terms and conditions as the Administrator shall
      determine.  The number and terms and conditions of Restricted
      Stock Units shall be determined by the Administrator.  The
      Administrator shall specify the date or dates on which the Restricted
      Stock Units shall become fully vested and nonforfeitable, and may specify
      such conditions to vesting as it deems appropriate, including conditions
      based on one or more performance criteria or other specific criteria,
      including service to the Company or any Subsidiary, in each case on a
      specified date or dates or over any period or periods, as the
      Administrator determines.  The Administrator shall specify, or
      permit the Participant to elect, the conditions and dates upon which the
      shares of Common Stock underlying the Restricted Stock Units which shall
      be issued, which dates shall not be earlier than the date as of which the
      Restricted Stock Units vest and become nonforfeitable and which conditions
      and dates shall be subject to compliance with Section
      409A.  Restricted Stock Units may be paid in cash, shares of
      Common Stock, or both, as determined by the Administrator.  On
      the distribution dates, the Company shall issue to the Participant one
      unrestricted, fully transferable share of Common Stock (or the Fair Market
      Value of one such Share in cash) for each vested and nonforfeitable
      Restricted Stock Unit.

            


    

     

    
      	
              10.3  

            	
              Other
      Awards.  The Administrator may from time to time in its
      sole discretion determine which of the eligible Employees, Consultants or
      Directors of the Company and its Affiliates should receive grants of other
      Awards that are valued in whole or in part by reference to, or are
      otherwise based upon, Common Stock, including without limitation dividend
      equivalents, phantom stock , phantom stock units and performance
      units.  Such Awards may be issued alone or in conjunction with
      other Awards under the Plan.  In addition, the Administrator
      may, from time to time, in its sole discretion and consistent with
      Applicable Laws that would prohibit the imposition of the constructive or
      actual receipt of income, afford a Participant the opportunity to convert
      the form of Award currently held by the Participant prior to the time such
      Participant would become vested in such Award (e.g., from a Restricted
      Stock Award to a restricted stock unit award).  The
      Administrator, in its sole discretion, may include in any Award any
      provisions necessary to avoid adverse tax consequences to the Participant
      under Section 409A.

            


    

     

     

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    ARTICLE
11

    ISSUANCE
OF SHARES

     

    
      	
              11.1  

            	
              Stock
      Certificates.  Notwithstanding anything herein to the
      contrary, the Company shall not be required to issue or deliver any
      certificates evidencing shares of Common Stock pursuant to the exercise of
      any Award, unless and until the Board of Directors has determined, with
      advice of counsel, that the issuance and delivery of such certificates is
      in compliance with all Applicable Laws, regulations of governmental
      authorities and, if applicable, the requirements of any exchange on which
      the shares are listed or traded.  All stock certificates
      delivered pursuant to the Plan are subject to any stop-transfer orders and
      other restrictions as the Administrator deems necessary or advisable to
      comply with federal, state, or foreign jurisdiction, securities or other
      under Applicable Laws and rules and regulations.  The
      Administrator may place legends on any stock certificate to reference
      restrictions applicable to the shares.  In addition to the terms
      and conditions provided herein, the Board of Directors may require that a
      Participant make such reasonable covenants, agreements, and
      representations as the Board of Directors, in its discretion, deems
      advisable in order to comply with any such laws, regulations, or
      requirements.  The Administrator shall have the right to require
      any Participant to comply with any timing or other restrictions with
      respect to the settlement or exercise of any Award, including a
      window-period limitation, as may be imposed in the discretion of the
      Administrator. No fractional shares of Common Stock shall be issued and
      the Administrator shall determine, in its sole discretion, whether cash
      shall be given in lieu of fractional shares or whether such fractional
      shares shall be eliminated by rounding
down.

            


    

     

    
      	
              11.2  

            	
              Nontransferability.

            


    

     

    
      	
              (a)  

            	
              No
      right or interest of a Participant in any Award may be pledged,
      encumbered, or hypothecated to or in favor of any party other than the
      Company or an Affiliate, or shall be subject to any lien, obligation, or
      liability of such Participant to any other party other than the Company or
      an Affiliate.  Except as otherwise provided by the
      Administrator, no Award shall be assigned, transferred, or otherwise
      disposed of by a Participant for value other than by will or the laws of
      descent and distribution or, subject to the consent of the Administrator,
      pursuant to a domestic relations order, unless and until such Award has
      been exercised, or the shares underlying such Award have been issued, and
      all restrictions applicable to such shares have
  lapsed.

            


    

     

     

     

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              (b)  

            	
              During
      the lifetime of the Participant, only the Participant may exercise an
      Award (or any portion thereof) granted to him under the Plan, unless it
      has been disposed of pursuant to a domestic relations
      order.  Notice to exercise an Award shall be signed by the
      Participant or other person then entitled to exercise the Award or such
      portion of the Award.  In the event that an Award shall be
      exercised by any person or persons other than the Participant, the
      Administrator may require appropriate proof of the right of such person or
      persons to exercise the Award.  In addition, the Administrator
      may require such representations and documents as the Administrator, in
      its sole discretion, deems necessary or advisable to effect compliance
      with all applicable provisions of the Securities Act and any other
      federal, state or foreign securities laws or regulations, the rules of any
      securities exchange on which the Common Stock is traded or any other
      Applicable Laws.  The Administrator may, in its sole discretion,
      also take whatever additional actions it deems appropriate to effect such
      compliance including, without limitation, placing legends on share
      certificates and issuing stop-transfer notices to agents and
      registrars.  After the death of the Participant, any exercisable
      portion of an Award may, prior to the time when such portion becomes
      unexercisable under the Plan or the applicable Award Agreement, be
      exercised by his personal representative or by any person empowered to do
      so under the deceased Participant’s will or under the then Applicable Laws
      of descent and distribution.

            


    

     

    
      	
              (c)  

            	
              Notwithstanding
      the foregoing, the Administrator, in its sole discretion, may determine to
      permit a Participant to transfer an Award other than an Incentive Stock
      Option to any one or more Permitted Transferees, subject to the following
      terms and conditions:  (i) an Award transferred to a Permitted
      Transferee shall not be assignable or transferable by the Permitted
      Transferee other than by will or the laws of descent and distribution;
      (ii) an Award transferred to a Permitted Transferee shall continue to be
      subject to all the terms and conditions of the Award as applicable to the
      original Participant (other than the ability to further transfer the
      Award); and (iii) the Participant and the Permitted Transferee shall
      execute any and all documents requested by the
    Administrator.

            


    

     

    
      	
              11.3  

            	
              Paperless
      Administration.  Subject to Applicable Laws, the
      Administrator may make Awards, provide applicable disclosure and establish
      procedures for exercise of Awards by an internet website or interactive
      voice response system for the paperless administration of
      Awards.

            


    

     

    ARTICLE
12

    TERMINATION
OF CONTINUOUS SERVICE

     

    
      	
              12.1  

            	
              Effect
      of Termination of Continuous Service.  Except as
      otherwise provided in an applicable Award Agreement or employment
      agreement with a Participant, or as otherwise provided by the
      Administrator, any vesting of any Award shall cease upon termination of
      the Participant's Continuous Service, and any Award shall be exercisable
      only to the extent that it was exercisable on the date of such termination
      of Continuous Service.  Any Award not exercisable as of the date
      of termination, and any Award or portions thereof not exercised within the
      period specified herein, shall
terminate.

            


    

     

     

     

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              (a)  

            	
              Termination
      Other than for Cause.  Subject to any limitations set
      forth in the agreement for an Award, and provided that the notice of
      exercise is provided as required by the Plan prior to the expiration of
      the Award, the Participant shall be entitled to exercise the Award (i)
      during the Participant's Continuous Service, and (ii) for a period of 90
      days after the date of termination of the Participant's Continuous Service
      for reason other than Cause, or such longer period as may be set forth in
      the Award Agreement.

            


    

     

    
      	
              (b)  

            	
              Termination
      by Death.  Notwithstanding subsection (a), if a
      Participant's Continuous Service should terminate as a result of the
      Participant's death, or if a Participant should die within a period of 90
      days after termination of the Participant's Continuous Service under
      circumstances in which subsection (a) would permit the exercise of the
      Award following termination, the personal representatives of the
      Participant's estate or the person or persons who shall have acquired the
      Award from the Participant by bequest or inheritance may exercise the
      Award at any time within one year after the date of death, but not later
      than the expiration date of the
Award.

            


    

     

    
      	
              (c)  

            	
              Termination
      by Disability.  Notwithstanding subsection (a), if a
      Participant's Continuous Service should terminate by reason of the
      Participant's Disability, the Participant may exercise the Award at any
      time within one year after the date of termination but not later than the
      expiration date of the Award.

            


    

     

    
      	
              (d)  

            	
              Termination
      for Cause.  Notwithstanding anything herein to the
      contrary, and unless otherwise provided by the Award Agreement, if the
      Participant is terminated for Cause, all unexercised Awards granted to the
      Participant shall terminate immediately upon such
    occurrence.

            


    

     

    
      	
              (e)  

            	
              Extension
      of Award Termination Date.  The Administrator, in its
      sole discretion, may extend the termination date of an Award granted under
      the Plan without regard to the preceding provisions of this
      section.  Exercise of an Incentive Stock Option beyond the
      periods provided in subsections (a), (b) and (c) shall evidence the
      Participant's consent to such extension and any resulting
      recharacterization of the Option as a Nonqualified Stock
      Option.

            


    

     

    
      	
              12.2  

            	
              Effect
      of Termination of Continuous Service on Stock.  Except as
      otherwise provided in an applicable Award Agreement or employment
      agreement with a Participant, or as otherwise provided by the
      Administrator, in the event that a Participant terminates Continuous
      Service with the Company for any reason, including Disability of the
      Participant, any unvested shares of Common Stock held by such Participant
      as of the date of such termination of Continuous Service shall be
      forfeited to the Company as of the date of termination of Continuous
      Service.

            


    

     

     

     

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    ARTICLE
13

    REORGANIZATION,
RECAPITALIZATION AND CHANGE IN CONTROL

     

    
      	
              13.1  

            	
              Adjustments
      to Common Stock.  The shares with respect to which Awards
      may be granted are shares of Common Stock as presently constituted;
      provided, however, that if, and whenever, prior to the expiration or
      distribution to the Participant of an Award theretofore granted, the
      Company shall effect a subdivision or consolidation of shares of Common
      Stock or the payment of a stock dividend on Common Stock without receipt
      of consideration by the Company, the number of shares of Common Stock with
      respect to which such Award may thereafter be exercised or satisfied, as
      applicable, (a) in the event of an increase in the number of outstanding
      shares, shall be proportionately increased, and the exercise price per
      share shall be proportionately reduced, and (b) in the event of a
      reduction in the number of outstanding shares, shall be proportionately
      reduced, and the exercise price per share shall be proportionately
      increased.  Notwithstanding the foregoing, any such adjustment
      made with respect to an Award that is an Incentive Stock Option shall
      comply with the requirements of Code Section 424(a), and in no event shall
      any such adjustment be made which would render (i) any Incentive Stock
      Option granted under the Plan to be other than an "incentive stock option"
      for purposes of Code Section 422 or (ii) any award that is intended to be
      exempt from, or comply with, Section 409A to fail to comply with Section
      409A.

            


    

     

    
      	
              13.2  

            	
              Recapitalization.  If
      the Company recapitalizes or otherwise changes its capital structure,
      thereafter upon any exercise or satisfaction, as applicable, of a
      previously granted Award, the Participant shall be entitled to receive (or
      entitled to purchase, if applicable) under such Award, in lieu of the
      number of shares of Common Stock then covered by such Award, the number
      and class of shares of stock and securities to which the Participant would
      have been entitled pursuant to the terms of the recapitalization if,
      immediately prior to such recapitalization, the Participant had been the
      holder of record of the number of shares of Common Stock then covered by
      such Award.

            


    

     

    
      	
              13.3  

            	
              Change
      in Control.  In the event of a Change in Control, the
      Administrator in its sole discretion
may:

            


    

     

    
      	
              (a)  

            	
              Substitution
      of Awards.  negotiate a binding agreement whereby the
      surviving corporation or acquiring corporation may assume any outstanding
      Award under the Plan or may substitute similar stock awards on an
      equitable basis of appropriate stock of the Company, or of the surviving
      corporation or acquiring corporation, which will be issuable in respect of
      the Common Stock (including an award to acquire the same consideration
      paid to the stockholders in the Change in Control) for those outstanding
      under the Plan; provided that with
      respect to (i) each outstanding Incentive Stock Option, any such
      substituted award meets the requirements of Code Section 424(a) and (ii)
      each outstanding Award subject to Section 409A, any such substituted award
      meets the requirements of Section
409A;

            


    

     

    
      	
              (b)  

            	
              Acceleration
      of Vesting.  accelerate the vesting of outstanding Awards
      (and, if applicable, the time during which such Awards may be
      exercised);

            


    

     

     

     

    19

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      	
              (c)  

            	
              Acceleration
      of Exercise: in lieu of, or in addition to, accelerating the
      vesting of outstanding Awards, the Administrator may, upon written notice
      to Participants, provide that all unexercised Awards must be exercised or
      satisfied upon the Change in Control or within a specified number of days
      of the date of such Change in Control or such Awards will
      terminate.  In response to such notice, a Participant may make
      an irrevocable election to exercise the Participant's Award contingent
      upon and effective as of the effective date stated in such
      notice.  Any Award shall terminate if not exercised upon the
      time frame stated in the notice.  The Administrator may, in its
      sole discretion, accelerate the vesting of any outstanding Award in
      connection with any proposed or completed Change in
    Control.

            


    

     

    
      	
              (d)  

            	
              Cash-Out:  prior
      to such a Change in Control, terminate any or all unexercised Awards
      (after acceleration of vesting) in exchange for cash or consideration
      similar to that received by stockholders of Common Stock of the Company in
      the Change in Control, less the exercise price required under any such
      Awards.

            


    

     

    
      	
              13.4  

            	
              Other
      Events.  In the event of changes to the outstanding
      Common Stock by reason of recapitalization, reorganization, mergers,
      consolidations, combinations, exchanges or other relevant changes in
      capitalization occurring after the date of the grant of any Award and not
      otherwise provided for under this article, any outstanding Awards and any
      Award Agreements evidencing such Awards shall be subject to adjustment by
      the Administrator in its discretion as to the number and exercise price of
      shares of Common Stock or other consideration subject to such
      Award.  In the event of any such change to the outstanding
      Common Stock, the aggregate number of shares available under the Plan may
      be appropriately adjusted by the Administrator, the determination of which
      shall be conclusive.

            


    

     

    
      	
              13.5  

            	
              No
      Adjustment for Certain Awards.  Except as hereinabove
      expressly provided, the issuance by the Company of shares of stock of any
      class or securities convertible into shares of stock of any class, for
      cash, property, labor or services, upon direct sale, upon the exercise of
      rights or warrants to subscribe therefor or upon conversion of shares or
      obligations of the Company convertible into such shares or other
      securities, and in any case whether or not for fair market value, shall
      not affect previously granted Awards, and no adjustment by reason thereof
      shall be made with respect to the number of shares of Common Stock subject
      to Awards theretofore granted or the exercise price per share, if
      applicable.

            


    

     

    ARTICLE
14

    AMENDMENT
AND TERMINATION

     

    
      	
              14.1  

            	
              Amendment
      of the Plan.  The Board of Directors may at any time and
      from time to time alter, amend, suspend or terminate the Plan or any part
      thereof as it may deem proper, except that no such action shall diminish
      or impair the rights under an Award previously granted without the consent
      of the affected Participant.  Unless the stockholders of the
      Company shall have given their approval, the Board of Directors may not
      amend the Plan to (a) increase the maximum aggregate number of shares that
      may be issued under the Plan, (b) increase the maximum number of shares
      that may be issued under the Plan through Incentive Stock Options, (c)
      change the class of individuals eligible to receive Awards under the Plan,
      or (d) make any other change that would require stockholder approval under
      Applicable Laws.

            


    

     

     

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              14.2  

            	
              Termination
      of the Plan.  The Board of Directors may at any time
      suspend or terminate the Plan.  No such suspension or
      termination shall diminish or impair the rights under an Award previously
      granted without the consent of the affected Participant, and 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. No Awards may be granted or
      awarded during any period of suspension or after termination of the Plan,
      and in no event may any Award be granted under the Plan after the tenth
      (10th)
      anniversary of the Effective Date.

            


    

     

    ARTICLE
15

    GENERAL
PROVISIONS

     

    
      	
              15.1  

            	
              Tax
      Obligations.  To the extent provided by the terms of an
      Award Agreement, the Participant may satisfy any federal, state local and
      foreign income or other tax withholding obligation (including the
      Participant’s FICA or employment tax obligation) under Applicable Laws
      relating to the exercise or acquisition of Common Stock under an Award by
      tendering a cash payment or, if permitted by the Administrator, either
      withholding from any cash compensation paid to the Participant by the
      Company or its Affiliate or delivering to the Company owned and
      unencumbered shares of Common Stock.  The number of shares of
      Common Stock which may be withheld or surrendered shall be limited to the
      number of shares which have a Fair Market Value on the date of withholding
      or repurchase equal to the aggregate amount of such liabilities based on
      the minimum statutory withholding rates for federal, state, local and
      foreign income tax and payroll tax purposes that are applicable to such
      supplemental taxable income.  Notwithstanding any provision to
      the contrary, all taxes associated with participation in the Plan,
      including any liability imposed under Section 409A, shall be borne by the
      Participant.

            


    

     

    
      	
              15.2  

            	
              Section
      409A.  To the extent that the Administrator determines
      that any Award granted under the Plan is subject to Section 409A, the
      Award Agreement evidencing such Award shall incorporate the terms and
      conditions required by Section 409A.  To the extent applicable,
      the Plan and Award Agreements shall be interpreted in accordance with
      Section 409A.  Notwithstanding any provision of the Plan to the
      contrary, in the event that following the Effective Date the Administrator
      determines that any Award may be subject to Section 409A, the
      Administrator may adopt such amendments to the Plan and the applicable
      Award Agreement or adopt other policies and procedures (including
      amendments, policies and procedures with retroactive effect), or take any
      other actions, that the Administrator determines are necessary or
      appropriate to (a) exempt the Award from Section 409A and/or preserve the
      intended tax treatment of the benefits provided with respect to the Award,
      or (b) comply with the requirements of Section 409A and thereby avoid the
      application of any penalty taxes under Section
  409A.

            


    

     

     

     

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              15.3  

            	
              Rule
      16b-3.  It is intended that, at any time the Company is
      Publicly Traded, the Plan and any Award made to a person subject to
      Section 16 of the Exchange Act shall meet all of the requirements of Rule
      16b-3.  If any provision of the Plan or of any such Award would
      disqualify the Plan or such Award under, or would otherwise not comply
      with the requirements of, Rule 16b-3, such provision or Award shall be
      construed or deemed to have been amended as necessary to conform to the
      requirements of Rule 16b-3.

            


    

     

    
      	
              15.4  

            	
              Section
      162(m).

            


    

     

    
      	
              (a)  

            	
              Performance-Based
      Compensation.  It is intended that, at any time when the
      Common Stock is Publicly-Traded, the Plan shall comply fully with and meet
      all the requirements of Section 162(m) so that Awards hereunder which are
      made to Participants who are "covered employees" (as defined in Section
      162(m)) shall constitute "performance-based" compensation within the
      meaning of Section 162(m).  If an Award is intended to qualify
      as “performance-based” compensation within the meaning of Section 162(m),
      it shall be payable solely on account of attainment of established
      performance goals.  If any provision of the Plan or an
      applicable Award Agreement would disqualify the Plan or Award or would not
      otherwise permit the Plan or Award to comply with Section 162(m) as so
      intended, such provision shall be construed or deemed amended to conform
      to the requirements or provisions of Section
  162(m).

            


    

     

    
      	
              (b)  

            	
              Performance-Based
      Requirements. To the extent necessary to comply with the
      requirements of Section 162(m)(4)(C), with respect to any Award which is
      intended to qualify as performance-based compensation, no later than 90
      days following the commencement of any performance period or any
      designated fiscal period or period of service (or such earlier time as may
      be required under Section 162(m)), the Administrator shall, in writing,
      (i) designate one or more eligible individuals, (ii) select the
      performance criteria applicable to such performance period, (iii)
      establish the performance goals, and amounts of such Awards, as
      applicable, which may be earned for such performance period, and (iv)
      specify the relationship between performance criteria and the performance
      goals and the amounts of such Awards, as applicable, to be earned by each
      covered employee for such performance
period.

            


    

     

    
      	
              (c)  

            	
              Performance
      Criteria. The performance criteria to be utilized under the Plan
      for such purposes shall consist of objective tests based on one or more of
      the following:  earnings or earnings per share, cash flow,
      customer satisfaction, revenues, financial return ratios (such as return
      on equity and/or return on assets), market performance, stockholder return
      and/or value, operating profits, EBITDA, net profits, profit returns and
      margins, stock price, credit quality, sales growth, market share,
      comparisons to peer companies (on a company-wide or divisional basis),
      working capital and/or individual or aggregate employee
      performance.

            


    

     

    
      	
              (d)  

            	
              Certification
      of Results.  Following the completion of each performance
      period, the Administrator shall certify in writing whether and the extent
      to which the applicable performance goals have been achieved for such
      performance period.  In determining the amount earned under such
      Awards, the Administrator shall have the right to reduce or eliminate (but
      not to increase) the amount payable at a given level of performance to
      take into account additional factors that the Administrator may deem
      relevant including the assessment of individual or corporate performance
      for the performance period.

            


    

     

     

     

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              15.5  

            	
              Section
      13(k).  Notwithstanding any other provision of the Plan
      to the contrary, no Participant who is a Director or an “executive
      officer” of the Company within the meaning of Section 13(k) of the
      Exchange Act shall be permitted to make payment with respect to any Awards
      granted under the Plan, or continue any extension of credit with respect
      to such payment with a loan from the Company or a loan arranged by the
      Company in violation of Section 13(k) of the Exchange
  Act.

            


    

     

    
      	
              15.6  

            	
              Beneficiary
      Designations.  Each Participant may, from time to time,
      name a beneficiary or beneficiaries (who may be contingent or successive
      beneficiaries) for purposes of receiving any amount which is payable in
      connection with an Award under the Plan upon or subsequent to the
      Participant's death.  Each such beneficiary designation shall
      serve to revoke all prior beneficiary designations, be in a form
      prescribed by the Company and be effective solely when filed by the
      Participant in writing with the Company during the Participant's
      lifetime.  In the absence of any such written beneficiary
      designation, for purposes of the Plan, a Participant's beneficiary shall
      be the Participant's estate.

            


    

     

    
      	
              15.7  

            	
              No
      Employment Rights.  Nothing contained in this Plan or in
      any Award granted under the Plan shall confer upon any Participant any
      right with respect to the continuation of such Participant's Continuous
      Service by the Company or any Affiliate or interfere in any way with the
      right of the Company or any Affiliate, subject to the terms of any
      separate employment agreement to the contrary, at any time to terminate
      such Continuous Service or to increase or decrease the compensation of the
      Participant from the rate in existence at the time of the grant of the
      Award.

            


    

     

    
      	
              15.8  

            	
              Jurisdictions.  In
      order to assure the viability of Awards granted to Participants employed
      in various jurisdictions, the Administrator shall have the authority to
      adopt such modifications, procedures and subplans as may be necessary or
      desirable to comply with provisions of the Applicable Laws in which the
      Company may operate to assure the viability of the benefits from Awards
      granted to Participants employed in such countries, to accommodate
      differences in local law, tax policy, or custom applicable in the
      jurisdiction in which the Participant resides or is employed and to meet
      the objectives of the Plan.  Moreover, the Administrator may
      approve such supplements to, or amendments, restatements, or alternative
      versions of, the Plan as it may consider necessary or appropriate for such
      purposes without thereby affecting the terms of the Plan as in effect for
      any other purpose; provided, however, that no such supplements,
      amendments, restatements, or alternative versions shall increase the share
      limitations contained in Article 4.  Notwithstanding the
      foregoing, the Administrator may not take any actions hereunder, and no
      Awards shall be granted, that would violate any Applicable
      Laws.

            


    

     

     

     

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              15.9  

            	
              Foreign
      Currency.  A Participant may be required to provide
      evidence that any currency used to pay the exercise price of any Award was
      acquired and taken out of the jurisdiction in which the Participant
      resides in accordance with Applicable Laws, including foreign exchange
      control laws and regulations.  The amount payable will be
      determined by conversion from U.S. dollars at the exchange rate as
      selected by the Administrator on the date of
  exercise.

            


    

     

    
      	
              15.10  

            	
              Other
      Employee Benefits.  Unless so provided by the applicable
      plan, the amount of compensation deemed to be received by a Participant as
      a result of the exercise of an Award shall not constitute earnings with
      respect to which any other employee benefits of the person are determined,
      including without limitation benefits under any pension, profit sharing,
      life insurance, or disability or other salary continuation
      plan.

            


    

     

    
      	
              15.11  

            	
              Confidentiality
      of Information.  Except as required by Applicable Laws,
      information regarding the grant of Awards under this Plan is confidential
      information of the Company and may not be shared with anyone other than
      the Participant's immediate family and personal financial advisor and
      other person(s) designated by Participant by power of attorney or
      assignment.

            


    

     

    
      	
              15.12  

            	
              No
      Funding.  The Plan shall be unfunded.  The
      Company shall not be required to establish any special or separate fund or
      to make any other segregation of funds or assets to ensure the payment of
      any Award.

            


    

     

    
      	
              15.13  

            	
              Severability.  If
      any provision of this Plan is held by any court or governmental authority
      to be illegal or invalid for any reason, such illegality or invalidity
      shall not affect the remaining provisions.  Instead, each
      provision held to be illegal or invalid shall, if possible, be construed
      and enforced in a manner that will give effect to the terms of such
      provision to the fullest extent possible while remaining legal and
      valid.

            


    

     

    
      	
              15.14  

            	
              Governing
      Law and Venue.  This Plan, and all Awards granted under
      this Plan, shall be construed and shall take effect in accordance with the
      laws of the State of Nevada without regard to conflicts of laws
      principles.

            


    

     

    
      	
              15.15  

            	
              Use
      of Proceeds.  Any cash proceeds received by the Company
      from the sale of shares of Common Stock under the Plan shall be used for
      general corporate purposes, but in no event shall be used to purchase
      shares in the public market for issuance of Stock or Awards under the
      Plan.

            


    

     

    
      	
              15.16  

            	
              Appendices.  The
      Administrator may approve such supplements, amendments or appendices to
      the Plan as it may consider necessary or appropriate for purposes of
      compliance with Applicable Laws or otherwise and such supplements,
      amendments or appendices shall be considered a part of the Plan; provided,
      however, that no such supplements shall increase the share limitations
      contained in Article 4.

            


    

     

     

     

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              15.17  

            	
              Indemnification.  To
      the extent allowable pursuant to Applicable Laws, each member of the
      committee or of the Board shall be indemnified and held harmless by the
      Company from any loss, cost, liability, or expense that may be imposed
      upon or reasonably incurred by such member in connection with or resulting
      from any claim, action, suit, or proceeding to which the member may be a
      party or in which the member may be involved by reason of any action or
      failure to act pursuant to the Plan and against and from any and all
      amounts paid by him or her in satisfaction of judgment in such action,
      suit, or proceeding against him or her; provided he or she
      gives the Company an opportunity, at its own expense, to handle and defend
      the same before he or she undertakes to handle and defend it on his or her
      own behalf.  The foregoing right of indemnification shall not be
      exclusive of any other rights of indemnification to which such persons may
      be entitled pursuant to the Company’s Certificate of Incorporation or
      Bylaws, as a matter of law, or otherwise, or any power that the Company
      may have to indemnify them or hold them
  harmless.

            


    

     

    


     

     

     

    


    Adopted
by the Board of Directors on October 27, 2009.

    


     

     

     

     

     

     

     

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