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EXHIBIT 10.7
 LONG-TERM INCENTIVE PLAN
 GENERAL
 Purpose
 Participation
 Operation, Administration, and Definitions
 OPTIONS
 Definitions
 Exercise Price
 Exercise




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Payment of Option Exercise Price
 (a)
    
    Subject to the following provisions of this subsection 2.4, the full Exercise Price for shares of Stock purchased upon the exercise of any Option shall be paid at the time of such
exercise (except that, in the case of an exercise arrangement approved by the Committee and
described in paragraph 2.4(c), payment may be made as soon as practicable after the exercise).
 (b)
    
    Subject to applicable law, the Exercise Price shall be payable in cash, by promissory note,
or by tendering, by either actual delivery of shares or by attestation, shares of Stock
acceptable to the Committee (including shares otherwise distributable pursuant to the exercise
of the Option), and valued at Fair Market Value as of the day of exercise, or in any
combination thereof, as determined by the Committee; provided that, except as otherwise
provided by the Committee, payments made with shares of Stock in accordance with this
paragraph (b) shall be limited to shares held by the Participant for not less than six months
prior to the payment date.
 (c)
    
    Subject to applicable law, the Committee may permit a Participant to elect to pay the
Exercise Price upon the exercise of an Option by irrevocably
authorizing a third party to sell shares of Stock (or a sufficient portion of the shares) acquired upon exercise of the Option
and remit to the Company a sufficient portion of the sale proceeds to pay the entire Exercise
Price and any tax withholding resulting from such exercise.
 No Repricing
 OPERATION AND ADMINISTRATION
 Effective Date
 Shares and Other Amounts Subject to Plan
 (a)
    
    The shares of Stock with respect to which Awards may be made under the Plan shall be shares
currently authorized but unissued or, to the extent permitted by applicable law, currently held or acquired by the Company as treasury shares, including shares purchased in
the open market or in private transactions.




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(b)
    
    Subject to the following provisions of this subsection 3.2, the maximum number of shares of
Stock that may be delivered to Participants and their beneficiaries under the Plan shall be
equal to 1,650,000 shares of Stock.
 (c)
    
    Only shares of Stock, if any, actually delivered to the Participant or beneficiary on an
unrestricted basis with respect to an Award shall be treated as delivered for purposes of the
determination under paragraph (b) above, regardless of whether the Award is denominated in
Stock or cash. Consistent with the foregoing:
 (i)
    
    To the extent any shares of Stock covered by an Award are not delivered to a
Participant or beneficiary because the Award is forfeited or canceled, or the shares of
Stock are not delivered on an unrestricted basis (including, without limitation, by
reason of the Award being settled in cash or used to satisfy the applicable tax
withholding obligation), such shares shall not be deemed to have been delivered for
purposes of the determination under paragraph (b) above.(ii)
    
    If the exercise price of any Option granted under the Plan or any Prior Plan,
or the tax withholding obligation with respect to any Award granted under the Plan or
any Prior Plan, is satisfied by tendering shares of Stock to the Company (by either
actual delivery or by attestation), only the number of shares of Stock issued net of
the shares of Stock tendered shall be deemed delivered for purposes of determining the
number of shares of Stock available for delivery under the Plan.
 (d)
    
    Subject to paragraph 3.2(e), the following additional maximums are imposed under the Plan.
 (i)
    
    The maximum number of shares of Stock that may be delivered to Participants and
their beneficiaries with respect to ISOs granted under the Plan shall be 1,650,000
shares.(ii)
    
    The maximum number of shares that may be covered by Awards granted to any one
Participant during any one calendar-year period pursuant to Section 2 (relating to
Options) shall be 500,000 shares.
 (e)
    
    In the event of a corporate transaction involving the Company (including, without limitation,
any stock dividend, stock split, extraordinary cash dividend, recapitalization,
reorganization, merger, consolidation, split-up, spin-off, sale of assets or subsidiaries,
combination or exchange of shares), the Committee shall adjust Awards to preserve the benefits
or potential benefits of the Awards. Action by the Committee may include: (i) adjustment of
the number and kind of shares which may be delivered under the Plan; (ii) adjustment of the
number and kind of shares subject to outstanding Awards; (iii) adjustment of the Exercise
Price of outstanding Options; and (iv) any other adjustments that the Committee determines to
be equitable (which may include, without limitation, (I) replacement of Awards with other
Awards which the Committee determines have comparable value and which are based on stock of a
company resulting from the transaction, and (II) cancellation of the Award in return for cash payment of the current
value of the Award, determined as though the Award is fully vested at the time of




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payment, provided that the amount of such payment may be the excess of value of the Stock subject to
the Option at the time of the transaction over the exercise price).
 General Restrictions
 (a)
    
    Notwithstanding any other provision of the Plan, the Company shall have no obligation to
deliver any shares of Stock or make any other distribution of benefits under the Plan unless
such delivery or distribution complies with all applicable laws (including, without
limitation, the requirements of the Securities Act of 1933), and the applicable requirements
of any securities exchange or similar entity.
 (b)
    
    To the extent that the Plan provides for issuance of stock certificates to reflect the
issuance of shares of Stock, the issuance may be effected on a non-certificated basis, to the
extent not prohibited by applicable law or the applicable rules of any stock exchange.
 Tax Withholding
 Grant and Use of Awards
 Dividends and Dividend Equivalents




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Settlement of Awards
 Transferability
 Form and Time of Elections
 Agreement With Company
 Action by Company or Subsidiary




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Gender and Number
 Limitation of Implied Rights
 (a)
    
    Neither a Participant nor any other person shall, by reason of participation in the Plan,
acquire any right in or title to any assets, funds or property of the Company or any
Subsidiary whatsoever, including, without limitation, any specific funds, assets, or other
property which the Company or any Subsidiary, in its sole discretion, may set aside in
anticipation of a liability under the Plan. A Participant shall have only a contractual right
to the Stock or amounts, if any, payable under the Plan, unsecured by any assets of the
Company or any Subsidiary, and nothing contained in the Plan shall constitute a guarantee that
the assets of the Company or any Subsidiary shall be sufficient to pay any benefits to any
person.
 (b)
    
    The Plan does not constitute a contract of employment, and selection as a Participant will
not give any participating employee the right to be retained in the employ of the Company or
any Subsidiary, nor any right or claim to any benefit under the Plan, unless such right or
claim has specifically accrued under the terms of the Plan. Except as otherwise provided in
the Plan, no Award under the Plan shall confer upon the holder thereof any rights as a
shareholder of the Company prior to the date on which the individual fulfills all conditions
for receipt of such rights.
 Evidence
 CHANGE IN CONTROL
  COMMITTEE
 Administration




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Powers of Committee
 (a)
    
    Subject to the provisions of the Plan, the Committee will have the authority and discretion
to select from among the Eligible Employees those persons who shall receive Awards, to
determine the time or times of receipt, to determine the types of
Awards and the number of shares covered by the Awards, to establish the terms, conditions, performance criteria,
restrictions, and other provisions of such Awards, and (subject to the restrictions imposed by
Section 6) to amend, cancel, or suspend Awards.
 (b)
    
    To the extent that the Committee determines that the restrictions imposed by the Plan
preclude the achievement of the material purposes of the Awards in jurisdictions outside the
United States, the Committee will have the authority and discretion to modify those
restrictions as the Committee determines to be necessary or appropriate to conform to
applicable requirements or practices of jurisdictions outside of the United States.
 (c)
    
    The Committee will have the authority and discretion to interpret the Plan, to establish,
amend, and rescind any rules and regulations relating to the Plan, to determine the terms and
provisions of any Award Agreement made pursuant to the Plan, and to make all other
determinations that may be necessary or advisable for the administration of the Plan.
 (d)
    
    Any interpretation of the Plan by the Committee and any decision made by it under the Plan is
final and binding on all persons.
 (e)
    
    In controlling and managing the operation and administration of the Plan, the Committee shall
take action in a manner that conforms to the articles and by-laws of the Company, and
applicable state corporate law.
 (f)
    
    The Committee shall take such actions as it determines to be necessary or appropriate with
respect to this Plan, and the Awards granted under the Plan, to avoid acceleration of income
recognition or imposition of penalties under Code section 409A.
 Delegation by Committee
 Information to be Furnished to Committee




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AMENDMENT AND TERMINATION
  DEFINED TERMS
  (a)
    
    Award. The term Award means any award or benefit granted under the Plan,
including, without limitation, the grant of Options.
 Board
 (a)
    
    Change in Control. Change in Control shall have the meaning given in a
Participants individual Award Agreement.
 (c)
    
    Code. The term Code means the Internal Revenue Code of 1986, as amended. A
reference to any provision of the Code shall include reference to any successor provision of
the Code.
 (d)
    
    Eligible Employee. The term Eligible Employee means any employee of the Company
or a Subsidiary. An Award may be granted to an employee, in connection with hiring, retention
or otherwise, prior to the date the employee first performs services for the Company or the
Subsidiaries, provided that such Awards shall not become vested prior to the date the employee
first performs such services.
 (e)
    
    Fair Market Value. Except as otherwise provided by the Committee, for purposes of
determining the Fair Market Value of a share of Stock as of any date, the following rules
shall apply:
 (i)
    
    If the principal market for the Stock is a national securities exchange or the
Nasdaq stock market, then the Fair Market Value as of that date shall be the mean
between the lowest and highest reported sale prices of the Stock on that date on the
principal exchange or market on which the Stock is then listed or admitted to trading.(ii)
    
    If sale prices are not available or if the principal market for the Stock is
not a national securities exchange and the Stock is not quoted on the Nasdaq stock




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market, then the Fair Market Value as of that date shall be the mean between the
highest bid and lowest asked prices for the Stock on such day as reported on the
Nasdaq OTC Bulletin Board Service or by the National Quotation Bureau, Incorporated
or a comparable service.(iii)
    
    If the day is not a business day, and as a result, paragraphs (i) and (ii)
above are inapplicable, the Fair Market Value of the Stock shall be determined as of
the next earlier business day. If paragraphs (i) and (ii) above are otherwise
inapplicable, then the Fair Market Value of the Stock shall be determined in good faith
by the Committee.
 (f)
    
    Stock. The term Stock means shares of common stock of the Company.
 (g)
    
    Subsidiaries. For purposes of the Plan, the term Subsidiary means any corporation,
partnership, joint venture or other entity during any period in which at least a fifty percent
voting or profits interest is owned, directly or indirectly, by the Company (or by any entity
that is a successor to the Company), and any other business venture designated by the
Committee in which the Company (or any entity that is a successor to the Company) has a
significant interest, as determined in the discretion of the Committee.