20-F











Exhibit 4.10  



ALLOT COMMUNICATIONS
LTD. 
2006 INCENTIVE
COMPENSATION PLAN 




        Allot
Communications Ltd., an Israeli corporation (the “Company”), has adopted
the Allot Communications Ltd. 2006 Incentive Compensation Plan (the
“Plan”) for the benefit of non-employee directors of the Company,
officers and eligible employees and consultants of the Company and any Subsidiaries and
Affiliates (as each term is defined below), as follows: 



ARTICLE I. 

ESTABLISHMENT;
PURPOSES; AND DURATION 








    1.1.        Establishment
of the Plan. The Company hereby establishes this incentive           compensation
plan to be known as the “Allot Communications Ltd. 2006           Incentive
Compensation Plan,” as set forth in this document. The           Plan permits
the grant of Stock Options, Stock Appreciation Rights,           Restricted Stock,
Restricted Stock Units, Performance Units, Performance Shares,           Cash-Based
Awards and Other Stock-Based Awards. The Plan was adopted by the           Board of
Directors (as defined below) on October 29, 2006. The Plan shall become
          effective immediately prior to the effective date of the initial public
offering           of the Shares pursuant to a registration statement under the
Securities Act (the           “Effective Date”), provided that
the Plan is approved by           the holders of a majority of the outstanding Shares
which are present and voted           at a meeting, which approval must occur within the
period ending twelve (12)           months after the date the Plan is adopted by the
Board. The effectiveness of any           Awards granted prior to such shareholder
approval shall be specifically subject           to and conditioned upon, and no Award
shall be vested or exercisable until, such           shareholder approval. If the Plan is
not so approved by the Company’s           shareholders or the Company’s
initial public offering of Shares does not           occur prior to December 31, 2006,
the Plan shall not become effective, and shall           terminate immediately, and any
Awards previously granted shall thereupon be           automatically canceled and deemed
to have been null and void ab initio. The Plan shall remain in effect as
provided in Section 1.3.  



    1.2.        Purposes
of the Plan. The purposes of the Plan are to provide additional           incentives
to non-employee directors of the Company and to those officers,           employees and
consultants of the Company, Subsidiaries and Affiliates whose           substantial
contributions are essential to the continued growth and success of           the business
of the Company and the Subsidiaries and Affiliates, in order to           strengthen
their commitment to the Company and the Subsidiaries and Affiliates,           and to
attract and retain competent and dedicated individuals whose efforts will
          result in the long-term growth and profitability of the Company and to further
          align the interests of such non-employee directors, officers, employees and
          consultants with the interests of the shareholders of the Company. To
accomplish           such purposes, the Plan provides that the Company may grant Stock
Options, Stock           Appreciation Rights, Restricted Stock, Restricted Stock Units,
Performance           Units, Performance Shares, Cash-Based Awards and Other Stock-Based
Awards.  



    1.3.        Duration
of the Plan. The Plan shall commence on the Effective Date, as           described in
Section 1.1, and shall remain in effect, subject to the right           of the Board
of Directors to amend or terminate the Plan at any time pursuant to           Article XV,
until all Shares subject to it shall have been delivered, and           any restrictions
on such Shares have lapsed, pursuant to the Plan’s           provisions. However, in
no event may an Award be granted under the Plan on or           after ten years from the
Effective Date.  
















ARTICLE II. 

DEFINITIONS 





        Whenever
used in the Plan, the following terms shall have the meanings set forth below, and when
the meaning is intended, the initial letter of the word shall be capitalized: 



    2.1.        “Affiliate” means
any entity other than the Company and any           Subsidiary that is affiliated with
the Company through stock or equity ownership           or otherwise and is designated as
an Affiliate for purposes of the Plan by the           Committee.  



    2.2.        “Assumed” means
that pursuant to a transaction resulting in a           Change of Control, either (a) the
Award is expressly affirmed by the Company or           (b) the contractual obligations
represented by the Award are expressly assumed           (and not simply by operation of
law) by the surviving or successor corporation           or entity to the Company, or any
parent or subsidiary of either thereof, or any           other corporation or entity that
is a party to the transaction resulting in the           Change of Control, in connection
with such Change of Control, with appropriate           adjustments to the number and
kind of securities of such surviving or successor           corporation or entity, or
such other applicable parent, subsidiary, corporation           or entity, subject to the
Award and the exercise or purchase price thereof,           which preserves the
compensation element of the Award existing at the time of           such Change of
Control transaction, and provides for subsequent payout in           accordance with the
same (or more favorable) payment and vesting schedule           applicable to such Award,
as determined in accordance with the instruments           evidencing the agreement to
assume the Award. The determination of Award           comparability for this purpose
shall be made by the Committee, and its           determination shall be final, binding
and conclusive.  



    2.3.        “Award” means,
individually or collectively, a grant under           the Plan of Stock Options,
Stock Appreciation Rights, Restricted Stock Awards,           Restricted Stock Units,
Performance Shares, Performance Units, Cash-Based           Awards, and Other Stock-Based
Awards.  



    2.4.        “Award
Agreement” means either: (a) a written agreement entered           into by the
Company and a Participant setting forth the terms and provisions           applicable to
an Award granted under the Plan, or (b) a written or electronic           statement
issued by the Company to a Participant describing the terms and           provisions of
such Award, including any amendment or modification thereof. The           Committee may
provide for the use of electronic, internet or other non-paper           Award
Agreements, and the use of electronic, internet or other non-paper means           for
the acceptance thereof and actions thereunder by a Participant.  



    2.5.        “Beneficial
Ownership” (including correlative terms) shall have           the meaning given
such term in Rule 13d-3 promulgated under the Exchange Act.  



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













    2.7.        “Cash-Based
Award” means an Award granted to a Participant, as           described in
Article IX.  



    2.8.        “Cause” shall
have the definition given such term in a           Participant’s Award Agreement, or
in the absence of any such definition, as           determined in good faith by the
Committee.  



    2.9.        “Change
of Control” means the occurrence of any of the           following:  



		    (a)        an
acquisition in one transaction or a series of related transactions (other           than
directly from the Company or pursuant to Awards granted under the Plan or
          compensatory options or other similar awards granted by the Company) by any
          Person of any Voting Securities of the Company, immediately after which such
          Person has Beneficial Ownership of fifty percent (50%) or more of the combined
          voting power of the Company’s then outstanding Voting Securities; provided,
however, that in determining whether a Change of Control           has occurred
pursuant to this Section 2.9(a), Voting Securities of the Company           which are
acquired in a Non-Control Acquisition shall not constitute an           acquisition that
would cause a Change of Control; or  







		    (b)        the
consummation of any merger, consolidation, recapitalization or           reorganization
involving the Company unless:  







		    (i)        the
shareholders of the Company, immediately before such merger, consolidation,
          recapitalization or reorganization, own, directly or indirectly, immediately
          following such merger, consolidation, recapitalization or reorganization, more
          than fifty percent (50%) of the combined voting power of the outstanding Voting
          Securities of the corporation resulting from such merger or consolidation or
          reorganization (the “Company Surviving Corporation”) in
          substantially the same proportion as their ownership of the Voting Securities
of           the Company immediately before such merger, consolidation, recapitalization
or           reorganization; and  







		    (ii)        the
individuals who were members of the Board immediately prior to the execution           of
the agreement providing for such merger, consolidation, recapitalization or
          reorganization constitute at least a majority of the members of the board of
          directors of the Company Surviving Corporation, or a corporation Beneficially
          Owning, directly or indirectly, a majority of the voting securities of the
          Company Surviving Corporation, and  







		    (iii)        no
Person, other than (A) the Company, (B) any Related Entity, (C)
          any employee benefit plan (or any trust forming a part thereof) that,
          immediately prior to such merger, consolidation, recapitalization or
          reorganization, was maintained by the Company, the Company Surviving
          Corporation, or any Related Entity or (D) any Person who, together with its
          Affiliates, immediately prior to such merger, consolidation, recapitalization
or           reorganization had Beneficial Ownership of fifty percent (50%) or more of
the           then outstanding Voting Securities of the Company, owns, together with its
          Affiliates, Beneficial Ownership of fifty percent (50%) or more of the combined
          voting power of the Company Surviving Corporation’s then outstanding
Voting           Securities  







	 	
(a
transaction described in clauses (d)(i) through (d)(iii) above is referred to herein as a
“Non-Control Transaction”); or 















		    (c)                     any
sale, lease, exchange, transfer or other disposition (in one transaction or           a
series of related transactions) of all or substantially all of the assets or
          business of the Company to any Person (other than (A) a transfer or
distribution           to a Related Entity, or (B) a transfer or distribution to the
Company’s           shareholders of the stock of a Related Entity or any other
assets).  







Notwithstanding the foregoing, a
Change of Control shall not be deemed to occur solely because any Person (the “Subject
Person”) acquired Beneficial Ownership of fifty percent (50%) or more of the
combined voting power of the then outstanding Voting Securities of the Company as a
result of the acquisition of Voting Securities of the Company by the Company which, by
reducing the number of Voting Securities of the Company then outstanding, increases the
proportional number of shares Beneficially Owned by the Subject Persons, provided that
if a Change of Control would occur (but for the operation of this sentence) as a result
of the acquisition of Voting Securities by the Company and (1) before such share
acquisition by the Company the Subject Person becomes the Beneficial Owner of any new or
additional Voting Securities of the Company in a related transaction or (2) after such
share acquisition by the Company the Subject Person becomes the Beneficial Owner of any
new or additional Voting Securities of the Company which in either case increases the
percentage of the then outstanding Voting Securities of the Company Beneficially Owned by
the Subject Person, then a Change of Control shall be deemed to occur.  



Solely for purposes of this Section
2.9, (1) “Affiliate” shall mean, with respect to any Person, any other
Person that, directly or indirectly, controls, is controlled by, or is under common
control with, such Person, and (2) “control” (including with correlative
meanings, the terms “controlling,” “controlled by” and “under
common control with”), as applied to any Person, means the possession, directly or
indirectly, of the power to direct or cause the direction of the management and policies
of that Person, whether through the ownership of voting securities or by contract or
otherwise. Any Relative (for this purpose, “Relative” means a spouse,
child, parent, parent of spouse, sibling or grandchild) of an individual shall be deemed
to be an Affiliate of such individual for this purpose. None of the Company or any Person
controlled by the Company shall be deemed to be an Affiliate of any holder of Shares.  



    2.10.       “Committee” means
the Compensation Committee of the Board of           Directors or a subcommittee thereof,
or such other committee designated by the           Board to administer the Plan.  



    2.11.       “Company
Surviving Corporation” has the meaning provided in           Section 2.9(b)(i).  



    2.12.       “Consultant” means
an independent contractor who performs           services for the Company or a Subsidiary
or Affiliate in a capacity other than           as an Employee or Director.  



    2.13.       “Director” means
any individual who is a member of the           Board of Directors of the Company.  



    2.14.       “Dividend
Equivalents” means the equivalent value (in           cash or Shares) of
dividends that would otherwise be paid on the Shares subject           to an Award but
that have not been issued or delivered, as described in Article           XI.  



    2.15.       “Effective
Date” shall have the meaning ascribed to such term           in Section 1.1.  













    2.16.       “Employee” means
any person designated as an employee of the           Company, a Subsidiary and/or an
Affiliate on the payroll records thereof. An           Employee shall not include any
individual during any period he or she is           classified or treated by the Company,
a Subsidiary or an Affiliate as an           independent contractor, a consultant, or any
employee of an employment,           consulting, or temporary agency or any other entity
other than the Company, a           Subsidiary and/or an Affiliate without regard to
whether such individual is           subsequently determined to have been, or is
subsequently retroactively           reclassified as a common-law employee of the
Company, a Subsidiary and/or an           Affiliate during such period. As further
provided in Section 18.4, for purposes           of the Plan, upon approval by the
Committee, the term Employee may also include           Employees whose employment with
the Company, a Subsidiary or an Affiliate has           been terminated subsequent to
being granted an Award under the Plan. For the           avoidance of doubt, a Director
who would otherwise be an “Employee”          within the meaning of this
Section 2.16 shall be considered an Employee for           purposes of the Plan.  



    2.17.        “Exchange
Act” means the Securities Exchange Act of 1934, as it           may be amended
from time to time, including the rules and regulations           promulgated thereunder
and successor provisions and rules and regulations           thereto.  



    2.18.        “Fair
Market Value” means the fair market value of the Shares           as determined
by the Committee by the reasonable application of a reasonable           valuation
method, consistently applied, as the Committee deems appropriate.  



    2.19.        “Fiscal
Year” means the calendar year, or such other           consecutive twelve-month
period as the Committee may select.  



    2.20.        “Freestanding
SAR” means an SAR that is granted independently           of any Options, as
described in Article VII.  



    2.21.        “Good
Reason” shall have the definition given such term in a           Participant’s
Award Agreement, or in the absence of any such definition, as           determined in
good faith by the Committee.  



    2.22.        “Grant
Price” means the price established at the time of           grant of an
SAR pursuant to Article VII, used to determine whether there is any           payment due
upon exercise of the SAR.  



    2.23.        “Insider” means
an individual who is, on the relevant date, an           officer, director or ten percent
(10%) Beneficial Owner of any class of the           Company’s equity securities
that is registered pursuant to Section 12 of           the Exchange Act, as determined by
the Committee in accordance with Section 16           of the Exchange Act.  



    2.24.        “Non-Control
Acquisition” means an acquisition (whether by           merger, stock purchase,
asset purchase or otherwise) by (a) an employee benefit           plan (or a trust
forming a part thereof) maintained by (i) the Company or (ii)           any corporation
or other Person of which fifty percent (50%) or more of its           total value or
total voting power of its Voting Securities or equity interests           is owned,
directly or indirectly, by the Company (a “Related           Entity”);
(b) the Company or any Related Entity; (c) any Person in           connection with a
Non-Control Transaction; or (d) any Person that owns, together           with its
Affiliates, Beneficial Ownership of fifty percent (50%) or more of the
          outstanding Voting Securities of the Company on the Effective Date.  













    2.25.        “Non-Control
Transaction” shall have the meaning provided in           Section 2.9(b).  



    2.26.        “Non-Employee
Director” means a Director who is not an           Employee.  



    2.27.        “Notice” means
notice provided by a Participant to the Company           in a manner prescribed by the
Committee.  



    2.28.        “Option” or
“Stock Option” means a           Stock Option, as described
in Article VI.  



    2.29.        “Option
Price” means the price at which a Share may be           purchased by a
Participant pursuant to an Option.  



    2.30.        “Other
Stock-Based Award” means an equity-based or           equity-related Award
described in Section 10.1, granted in accordance with the           terms and conditions
set forth in Article X.  



    2.31.        “Participant” means
any eligible individual as set forth in           Article V who holds one or more
outstanding Awards.  



    2.32.        “Performance
Period” means the period of time during which the           performance goals
must be met in order to determine the degree of payout and/or           vesting with
respect to, or the amount or entitlement to, an Award.  



    2.33.        “Performance
Share” means an Award of a performance share           granted to a Participant,
as described in Article IX.  



    2.34.        “Performance
Unit” means an Award of a performance unit granted           to a Participant,
as described in Article IX.  



    2.35.        “Period
of Restriction” means the period during which Shares of           Restricted
Stock or Restricted Stock Units are subject to a substantial risk of
          forfeiture, and, in the case of Restricted Stock, the transfer of Shares of
          Restricted Stock is limited in some way, as provided in Article VIII.  



    2.36.        “Person” means
“person” as such term is used for           purposes of Section 13(d) or 14(d)
of the Exchange Act, including any           individual, corporation, limited liability
company, partnership, trust,           unincorporated organization, government or any
agency or political subdivision           thereof, or any other entity or any group of
persons.  



    2.37.        “Prior
Option Plans” means the Allot Communications Ltd. Stock           Option Plan
(2003), the Allot Communications Ltd. Key Employees Share Incentive           Plan and
the Allot Communications Ltd. Key Employees of subsidiaries and           consultants
Share Incentive Plan.  



    2.38.        “Replaced” means
that pursuant to a transaction resulting in a           Change of Control, the Award is
replaced with a comparable stock award or a cash           incentive program by the
Company, the surviving or successor corporation or           entity to the Company, or
any parent or subsidiary of either thereof, or any           other corporation or entity
that is a party to the transaction resulting in the           Change of Control, in
connection with such Change of Control, which preserves           the compensation
element of the Award existing at the time of such Change of           Control
transaction, and provides for subsequent payout in accordance with the           same (or
more favorable) payment and vesting schedule applicable to such Award,           as
determined in accordance with the instruments evidencing the agreement to
          assume the Award. The determination of Award comparability for this purpose
          shall be made by the Committee, and its determination shall be final, binding
          and conclusive.  













    2.39.        “Restricted
Stock” means an Award granted to a Participant           pursuant to Article
VIII.  



    2.40.        “Restricted
Stock Unit” means an Award, whose value is equal to           a Share, granted
to a Participant pursuant to Article VIII.  



    2.41.        “Rule
16b-3” means Rule 16b-3 under the Exchange Act, or any           successor rule,
as the same may be amended from time to time.  



    2.42.        “Securities
Act” means the Securities Act of 1933, as it may be           amended from time
to time, including the rules and regulations promulgated           thereunder and
successor provisions and rules and regulations thereto.  



    2.43.        “Share” means
an Ordinary Share, par value NIS0.10 per share,           of the Company (including any
new, additional or different stock or securities           resulting from any change in
corporate capitalization as listed in Section 4.2).  



    2.44.        “Stock
Appreciation Right” or “SAR” means an           Award, granted
alone (a “Freestanding SAR”) or in connection           with a related
Option (a “Tandem SAR”), designated as an SAR,           pursuant to the
terms of Article VII.  



    2.45.        “Subject
Person” has the meaning provided in Section 2.9.  



    2.46.        “Subsidiary” means
any present or future corporation which is           or would be a “subsidiary
corporation” of the Company as determined by           the Committee.  



    2.47.        “Substitute
Awards” means Awards granted or Shares           issued by the Company in
assumption of, or in substitution or exchange for,           options or other awards
previously granted, or the right or obligation to grant           future options or other
awards, by a company acquired by the Company, a           Subsidiary and/or an Affiliate
or with which the Company, a Subsidiary and/or an           Affiliate combines, or
otherwise in connection with any merger, consolidation,           acquisition of property
or stock, or reorganization involving the Company, a           Subsidiary or an
Affiliate.  



    2.48.        “Tandem
SAR” means an SAR that is granted in connection with a           related Option
pursuant to Article VII.  



    2.49.        “Termination” means
the time when a Participant ceases the           performance of services for the Company,
any Affiliate or Subsidiary, as           applicable, for any reason, with or without
Cause, including a Termination by           resignation, discharge, death, Disability or
Retirement, but excluding (a) a           Termination where there is a simultaneous
reemployment (or commencement of           service) or continuing employment (or service)
of a Participant by the Company,           Affiliate or any Subsidiary, (b) at the
discretion of the Committee, a           Termination that results in a temporary
severance, and (c) at the discretion of           the Committee, a Termination of an
Employee that is immediately followed by the           Participant’s service as a
Non-Employee Director.  



    2.50.        “Voting
Securities” shall mean, with respect to any Person that           is a
corporation, all outstanding voting securities of such Person entitled to           vote
generally in the election of the board of directors of such Person.  













ARTICLE III. 

ADMINISTRATION 



    3.1.        General.
The Committee shall have exclusive authority to operate, manage           and administer
the Plan in accordance with its terms and conditions.           Notwithstanding the
foregoing, in its absolute discretion, the Board may at any           time and from time
to time exercise any and all rights, duties and           responsibilities of the
Committee under the Plan, including establishing           procedures to be followed by
the Committee, but excluding matters which under           any applicable law, regulation
or rule, including any exemptive rule under           Section 16 of the Exchange Act
(including Rule 16b-3), are required to be           determined in the sole discretion of
the Committee. If and to the extent that           the Committee does not exist or cannot
function, the Board may take any action           under the Plan that would otherwise be
the responsibility of the Committee,           subject to the limitations set forth in
the immediately preceding sentence.  



    3.2.        Committee.
The members of the Committee shall be appointed from time to           time by, and shall
serve at the discretion of, the Board of Directors.  



    3.3.        Authority
of the Committee. The Committee shall have full discretionary           authority to
grant or, when so restricted by applicable law, recommend the Board           to grant,
pursuant to the terms of the Plan, Awards to those individuals who are           eligible
to receive Awards under the Plan. Except as limited by law or by the           Articles
of Association of the Company, and subject to the provisions herein,           the
Committee shall have full power, in accordance with the other terms and
          provisions of the Plan, to:  



		    (a)        select
Employees, Non-Employee Directors and Consultants who may receive Awards           under
the Plan and become Participants;  







		    (b)        determine
eligibility for participation in the Plan and decide all questions           concerning
eligibility for, and the amount of, Awards under the Plan;  







		    (c)        determine
the sizes and types of Awards;  







		    (d)        determine
the terms and conditions of Awards, including the Option Prices of           Options and
the Grant Prices of SARs;  







		    (e)        grant
Awards as an alternative to, or as the form of payment for grants or           rights
earned or payable under, other bonus or compensation plans, arrangements           or
policies of the Company or a Subsidiary or Affiliate;  








		    (f)        grant
Substitute Awards on such terms and conditions as the Committee may           prescribe;  


















		    (g)        make
all determinations under the Plan concerning Termination of any           Participant’s
employment or service with the Company or a Subsidiary or           Affiliate, including
whether such Termination occurs by reason of Cause, Good           Reason, disability,
retirement or in connection with a Change of Control and           whether a leave
constitutes a Termination;  







		    (h)        construe
and interpret the Plan and any agreement or instrument entered into           under the
Plan, including any Award Agreement;  







		    (i)        establish
and administer any terms, conditions, restrictions, limitations,           forfeiture,
vesting or exercise schedule, and other provisions of or relating to           any Award;  







		    (j)        establish
and administer any performance goals in connection with any Awards,           including
performance criteria and applicable Performance Periods, determine the           extent
to which any performance goals and/or other terms and conditions of an           Award
are attained or are not attained;  







		    (k)        construe
any ambiguous provisions, correct any defects, supply any omissions and
          reconcile any inconsistencies in the Plan and/or any Award Agreement or any
          other instrument relating to any Awards;  







		    (l)        establish,
adopt, amend, waive and/or rescind rules, regulations, procedures,           guidelines,
forms and/or instruments for the Plan’s operation or           administration;  







		    (m)        make
all valuation determinations relating to Awards and the payment or           settlement
thereof;  







		    (n)        grant
waivers of terms, conditions, restrictions and limitations under the Plan           or
applicable to any Award, or accelerate the vesting or exercisability of any
          Award;  







		    (o)        subject
to the provisions of Article XV, amend or adjust the terms and           conditions of
any outstanding Award and/or adjust the number and/or class of           shares of stock
subject to any outstanding Award;  







		    (p)        at
any time and from time to time after the granting of an Award, specify such
          additional terms, conditions and restrictions with respect to such Award as may
          be deemed necessary or appropriate to ensure compliance with any and all
          applicable laws or rules, including terms, restrictions and conditions for
          compliance with applicable securities laws or listing rules, methods of
          withholding or providing for the payment of required taxes and restrictions
          regarding a Participant’s ability to exercise Options through a cashless
          (broker-assisted) exercise;  







		    (q)        offer
to buy out an Award previously granted, based on such terms and conditions           as
the Committee shall establish with and communicate to the Participant at the
          time such offer is made;  
















		    (r)        determine
whether, and to what extent and under what circumstances Awards may be           settled
in cash, Shares or other property or canceled or suspended; and  







		    (s)        exercise
all such other authorities, take all such other actions and make all           such other
determinations as it deems necessary or advisable for the proper           operation
and/or administration of the Plan.  







    3.4.        Award
Agreements. The Committee shall, subject to applicable laws and           rules,
determine the date an Award is granted. Each Award shall be evidenced by           an
Award Agreement; however, two or more Awards granted to a single
          Participant may be combined in a single Award Agreement. An Award Agreement
          shall not be a precondition to the granting of an Award; provided, however,
that (a) the Committee may, but need not, require as a condition           to any Award
Agreement’s effectiveness, that such Award Agreement be           executed on behalf
of the Company and/or by the Participant to whom the Award           evidenced thereby
shall have been granted (including by electronic signature or           other electronic
indication of acceptance), and such executed Award Agreement be           delivered to
the Company, and (b) no person shall have any rights under any           Award unless and
until the Participant to whom such Award shall have been           granted has complied
with the applicable terms and conditions of the Award. The           Committee shall
prescribe the form of all Award Agreements, and, subject to the           terms and
conditions of the Plan, shall determine the content of all Award           Agreements.
Any Award Agreement may be supplemented or amended in writing from           time to time
as approved by the Committee; provided that the terms and           conditions of
any such Award Agreement as supplemented or amended are not           inconsistent with
the provisions of the Plan. In the event of any dispute or           discrepancy
concerning the terms of an Award, the records of the Committee or           its designee
shall be determinative.  



    3.5.        Discretionary
Authority; Decisions Binding. The Committee shall have full           discretionary
authority in all matters related to the discharge of its           responsibilities and
the exercise of its authority under the Plan. All           determinations, decisions,
actions and interpretations by the Committee with           respect to the Plan and any
Award Agreement, and all related orders and           resolutions of the Committee shall
be final, conclusive and binding on all           Participants, the Company and its
shareholders, any Subsidiary or Affiliate and           all persons having or claiming to
have any right or interest in or under the           Plan and/or any Award Agreement. The
Committee shall consider such factors as it           deems relevant to making or taking
such decisions, determinations, actions and           interpretations, including the
recommendations or advice of any Director or           officer or employee of the
Company, any director, officer or employee of a           Subsidiary or Affiliate and
such attorneys, consultants and accountants as the           Committee may select. A
Participant or other holder of an Award may contest a           decision or action by the
Committee with respect to such person or Award only on           the grounds that such
decision or action was arbitrary or capricious or was           unlawful, and any review
of such decision or action shall be limited to           determining whether the Committee’s
decision or action was arbitrary or           capricious or was unlawful.  



    3.6.        Attorneys;
Consultants. The Committee may consult with counsel who may be           counsel to
the Company. The Committee may, with the approval of the Board,           employ such
other attorneys and/or consultants, accountants, appraisers,           brokers, agents
and other persons, any of whom may be an Employee, as the           Committee deems
necessary or appropriate. The Committee, the Company and its           officers and
Directors shall be entitled to rely upon the advice, opinions or           valuations of
any such persons. The Committee shall not incur any liability for           any action
taken in good faith in reliance upon the advice of such counsel or           other
persons.  












	    3.7.        Delegation
of Administration. Except to the extent prohibited by           applicable law,
including any applicable exemptive rule under Section 16 of the           Exchange Act
(including Rule 16b-3), or the applicable rules of a stock           exchange, the
Committee may, in its discretion, allocate all or any portion of           its
responsibilities and powers under this Article III to any one or more of its
          members and/or delegate all or any part of its responsibilities and powers
under           this Article III to any person or persons selected by it; provided,
however, that the Committee may not delegate its authority to correct
          defects, omissions or inconsistencies in the Plan. Any such authority delegated
          or allocated by the Committee under this Section 3.7 shall be exercised in
          accordance with the terms and conditions of the Plan and any rules, regulations
          or administrative guidelines that may from time to time be established by the
          Committee, and any such allocation or delegation may be revoked by the
Committee           at any time.  









ARTICLE IV. 

SHARES SUBJECT TO
THE PLAN 






    4.1.        Number
of Shares Available for Grants. The shares of stock subject to           Awards
granted under the Plan shall be Shares. Such Shares subject to the Plan           may be
either authorized and unissued shares or previously issued shares           acquired by
the Company or any Subsidiary. Subject to adjustment as provided in           Section 4.2,
the total number of Shares that may be delivered pursuant to           Awards under the
Plan shall be (x) 89,732 Shares, representing all Shares           remaining available
for issuance and not subject to outstanding awards under the           Prior Option Plans
on the Effective Date (as may be increased by no more than           3,451,439 Shares
subject to outstanding awards under the Prior Option Plans on           the Effective
Date that are subsequently forfeited or terminate for any other           reason before
being exercised) and (y) an annual increase on the first day of           each fiscal
year during the term of the Plan, beginning January 1, 2007, in each           case in an
amount equal to the lesser of (i) 1,000,000 Shares, (ii) 3.5% of the
          outstanding Shares on the last day of the immediately preceding year, or (iii)
          an amount determined by the Board. If (a) any Shares are subject to an Option,
          SAR, or other Award which for any reason expires or is terminated or canceled
          without having been fully exercised or satisfied, or are subject to any
          Restricted Stock Award (including any Shares subject to a Participant’s
          Restricted Stock Award that are repurchased by the Company at the
          Participant’s cost), Restricted Stock Unit Award or other Award granted
          under the Plan which are forfeited, or (b) any Award based on Shares is settled
          for cash, expires or otherwise terminates without the issuance of such Shares,
          the Shares subject to such Award shall, to the extent of any such expiration,
          termination, cancellation, forfeiture or cash settlement, be available for
          delivery in connection with future Awards under the Plan. Any Shares delivered
          under the Plan upon exercise or satisfaction of Substitute Awards shall not
          reduce the Shares available for delivery under the Plan.  



    4.2.        Adjustments
in Authorized Shares. In the event of any reclassification,
          recapitalization, merger or consolidation (other than if resulting in a Change
          of Control), reorganization, , stock dividend or other distribution in
          securities of the Company, stock split or reverse stock split, combination or
          exchange of shares, repurchase of shares, or other like change in corporate
          structure, that proportionally apply to all shares of the Company, the
          Committee, shall substitute or adjust, as applicable, the number, class and
kind           of securities which may be delivered under Section 4.1; the number, class
and           kind, and/or price (such as the Option Price of Options or the Grant Price
of           SARs) of securities subject to outstanding Awards; and other value
          determinations applicable to outstanding Awards, as determined by the
Committee,           in order to prevent dilution or enlargement of Participants’ rights
under           the Plan; provided, however, that the number of Shares
subject to           any Award shall always be a whole number. The Committee, shall also
make           appropriate adjustments and modifications, as determined by the Committee,
in           the terms of any outstanding Awards to reflect or related to any such
events,           adjustments, substitutions or changes, including modifications of
performance           goals and changes in the length of Performance Periods. All
determinations of           the Committee as to adjustments or changes, if any, under
this Section 4.2 shall           be conclusive and binding on the Participants.  













    4.3.        No
Limitation on Corporate Actions. The existence of the Plan and any           Awards
granted hereunder shall not affect in any way the right or power of the
          Company, any Subsidiary or any Affiliate to make or authorize any adjustment,
          recapitalization, reorganization or other change in its capital structure or
          business structure, any merger or consolidation, any issuance of debt,
preferred           or prior preference stock ahead of or affecting the Shares,
additional shares of           capital stock or other securities or subscription rights
thereto, any           dissolution or liquidation, any sale or transfer of all or part of
its assets or           business or any other corporate act or proceeding.  






ARTICLE V. 

ELIGIBILITY AND
PARTICIPATION 









    5.1.        Eligibility.
Employees, Non-Employee Directors and Consultants shall be           eligible to become
Participants and receive Awards in accordance with the terms           and conditions of
the Plan.  



    5.2.        Actual
Participation. Subject to the provisions of the Plan, the           Committee may,
from time to time, select Participants from all eligible           Employees,
Non-Employee Directors and Consultants and shall determine the nature           and
amount of each Award.  






ARTICLE VI. 

STOCK OPTIONS 



    6.1.        Grant
of Options. Subject to the terms and provisions of the Plan,           Options may be
granted to Participants in such number, and upon such terms, and           at any
time and from time to time as shall be determined by the Committee.           The
Committee may grant an Option or provide for the grant of an Option, either
          from time to time in the discretion of the Committee or automatically upon the
          occurrence of specified events, including the achievement of performance goals,
          the satisfaction of an event or condition within the control of the recipient
of           the Option or within the control of others. The granting of an Option shall
take           place when the Committee by resolution, written consent or other
appropriate           action determines to grant such Option for a particular number of
Shares to a           particular Participant at a particular Option Price.  












    6.2.        Award
Agreement. Each Option grant shall be evidenced by an Award           Agreement that
shall specify the Option Price, the maximum duration of the           Option, the number
of Shares to which the Option pertains, the conditions upon           which the Option
shall become exercisable and such other provisions as the           Committee shall
determine, which are not inconsistent with the terms of the           Plan.  



    6.3.        Option
Price. The Option Price for each Option shall be determined by the
          Committee and set forth in the Award Agreement; provided that Substitute
          Awards or Awards granted in connection with an adjustment provided for in
          Section 4.2, in the form of stock options, shall have an Option Price per Share
          that is intended to maintain the economic value of the Award that was replaced
          or adjusted, as determined by the Committee.  



    6.4.        Duration
of Options. Each Option granted to a Participant shall expire at           such time
as the Committee shall determine at the time of grant and set forth in           the
Award Agreement; provided, however, that no Option shall be
          exercisable later than the tenth (10th) anniversary of its date
          of grant.  



    6.5.        Exercise
of Options. Options shall be exercisable at such times and be           subject to
such restrictions and conditions as the Committee shall in each           instance
determine and set forth in the Award Agreement, which need not be the           same for
each grant or for each Option or Participant.  



    6.6.        Payment.
Options shall be exercised by the delivery of a written notice           of exercise to
the Company, in a form specified or accepted by the Committee, or           by complying
with any alternative exercise procedures that may be authorized by           the
Committee, setting forth the number of Shares with respect to which the           Option
is to be exercised, accompanied by full payment for such Shares, which           shall
include applicable taxes, if any, in accordance with Article XVI. The           Option
Price upon exercise of any Option shall be payable to the Company in full
          either: (a) in cash or its equivalent; (b) subject to such terms, conditions
and           limitations as the Committee may prescribe, by tendering (either by actual
          delivery or attestation) unencumbered Shares previously acquired by the
          Participant exercising such Option having an aggregate Fair Market Value at the
          time of exercise equal to the total Option Price, (c) by a combination of
          (a) and (b); or (d) by any other method approved or accepted by the
          Committee in its sole discretion, including, if the Committee so determines,
(x)           a cashless (broker-assisted) exercise that complies with all applicable
laws or           (y) withholding of Shares otherwise deliverable to the Participant
pursuant to           the Option having an aggregate Fair Market Value at the time of
exercise equal           to the total Option Price. Subject to any governing rules or
regulations, as           soon as practicable after receipt of a written notification of
exercise and full           payment in accordance with the preceding provisions of this
Section 6.6, the           Company shall deliver to the Participant exercising an Option,
in the           Participant’s name, evidence of book entry Shares, or, upon the
          Participant’s request, Share certificates, in an appropriate amount based
          upon the number of Shares purchased under the Option, subject to Section 18.10.  



    6.7.        Rights
as a Shareholder. No Participant or other person shall become the
          beneficial owner of any Shares subject to an Option, nor have any rights to
          dividends or other rights of a shareholder with respect to any such Shares,
          until the Participant has actually received such Shares following exercise of
          his or her Option in accordance with the provisions of the Plan and the
          applicable Award Agreement.  












    6.8.        Termination
of Employment or Service. Except as otherwise provided in the           Award
Agreement, an Option may be exercised only to the extent that it is then
          exercisable, and if at all times during the period beginning with the date of
          granting of such Option and ending on the date of exercise of such Option the
          Participant is an Employee or Non-Employee Director, and shall terminate
          immediately upon a Termination of the Participant. An Option shall cease to
          become exercisable upon a Termination of the holder thereof. Notwithstanding
the           foregoing provisions of this Section 6.8 to the contrary, the Committee may
          determine in its discretion that an Option may be exercised following any such
          Termination, whether or not exercisable at the time of such Termination; provided,
however, that in no event may an Option be exercised           after the
expiration date of such Option specified in the applicable Award           Agreement,
except as determined by the Committee.  






ARTICLE VII. 

STOCK APPRECIATION
RIGHTS 






    7.1.        Grant
of SARs. Subject to the terms and conditions of the Plan, SARs may           be
granted to Participants at any time and from time to time as shall be
          determined by the Committee. The Committee may grant an SAR (a) in connection
          and simultaneously with the grant of an Option (a Tandem SAR) or (b)
independent           of, and unrelated to, an Option (a Freestanding SAR). The Committee
shall have           complete discretion in determining the number of Shares to which an
SAR pertains           (subject to Article IV) and, consistent with the provisions of the
Plan, in           determining the terms and conditions pertaining to any SAR.  



    7.2.        Grant
Price. The Grant Price for each SAR shall be           determined by
the Committee and set forth in the Award Agreement, subject to the           limitations
of this Section 7.2. The Grant Price for each Freestanding SAR shall           be not
less than one hundred percent (100%) of the Fair Market Value of a           Share
on the date such Freestanding SAR is granted, except in the case of           Substitute
Awards or Awards granted in connection with an adjustment provided           for in
Section 4.2. The Grant Price of a Tandem SAR shall be equal to the Option           Price
of the related Option.  



    7.3.        Exercise
of Tandem SARs. Tandem SARs may be exercised for all or part of           the Shares
subject to the related Option upon the surrender of the right to           exercise the
equivalent portion of the related Option. A Tandem SAR shall be           exercisable
only when and to the extent the related Option is exercisable and           may be
exercised only with respect to the Shares for which the related Option is           then
exercisable. A Tandem SAR shall entitle a Participant to elect, in the           manner
set forth in the Plan and the applicable Award Agreement, in lieu of           exercising
his or her unexercised related Option for all or a portion of the           Shares for
which such Option is then exercisable pursuant to its terms, to           surrender such
Option to the Company with respect to any or all of such Shares           and to receive
from the Company in exchange therefor a payment described in           Section 7.7. An
Option with respect to which a Participant has elected to           exercise a Tandem SAR
shall, to the extent of the Shares covered by such           exercise, be canceled
automatically and surrendered to the Company. Such Option           shall thereafter
remain exercisable according to its terms only with respect to           the number of
Shares as to which it would otherwise be exercisable, less the           number of Shares
with respect to which such Tandem SAR has been so exercised.  













    7.4.        Exercise
of Freestanding SARs. Freestanding SARs may be exercised upon           whatever
terms and conditions the Committee, in its sole discretion, in           accordance with
the Plan, determines and sets forth in the Award Agreement.  



    7.5.        Award
Agreement. Each SAR grant shall be evidenced by an Award Agreement           that
shall specify the number of Shares to which the SAR pertains, the Grant           Price,
the term of the SAR, and such other terms and conditions as the Committee           shall
determine in accordance with the Plan.  



    7.6.        Term
of SARs. The term of an SAR granted under the Plan shall be           determined by
the Committee, in its sole discretion; provided, however, that the term of
any Tandem SAR shall be the same as the related           Option and no SAR shall be
exercisable more than ten (10) years after it is           granted.  



    7.7.        Payment
of SAR Amount. An election to exercise SARs shall be deemed to           have been
made on the date of Notice of such election to the Company. Upon           exercise of an
SAR, a Participant shall be entitled to receive payment from the           Company in an
amount determined by multiplying:  



		    (a)        The
excess of the Fair Market Value of a Share on the date of exercise over the
          Grant Price of the SAR; by  







		    (b)        The
number of Shares with respect to which the SAR is exercised.  







Notwithstandingthe foregoing
provisions of this Section 7.7 to the contrary, the Committee may establish and set forth
in the applicable Award Agreement a maximum amount per Share that will be payable upon
the exercise of an SAR. At the discretion of the Committee, such payment upon exercise of
an SAR shall be in cash, in Shares of equivalent Fair Market Value, or in some
combination thereof.  



    7.8.        Rights
as a Shareholder. A Participant receiving an SAR shall have the           rights of a
Shareholder only as to Shares, if any, actually issued to such           Participant upon
satisfaction or achievement of the terms and conditions of the           Award, and in
accordance with the provisions of the Plan and the applicable           Award Agreement,
and not with respect to Shares to which such Award relates but           which are not
actually issued to such Participant.  



    7.9.        Termination
of Employment or Service. Each SAR Award Agreement shall set           forth the
extent to which the Participant shall have the right to exercise the           SAR
following such Participant’s Termination, if at all, subject to Section
          6.8, as applicable to any Tandem SAR. Such provisions shall be determined in
the           sole discretion of the Committee, need not be uniform among all SARs issued
          pursuant to the Plan, and may reflect distinctions based on the reasons for
          Termination.  












ARTICLE VIII. 

RESTRICTED STOCK AND
RESTRICTED STOCK UNITS 






    8.1.        Awards
of Restricted Stock and Restricted Stock Units. Subject to the           terms and
provisions of the Plan, the Committee, at any time and from time to           time, may
grant Shares of Restricted Stock and/or Restricted Stock Units to           Participants
in such amounts as the Committee shall determine. Subject to the           terms and
conditions of this Article VIII and the Award Agreement, upon delivery           of
Shares of Restricted Stock to a Participant, or creation of a book entry
          evidencing a Participant’s ownership of Shares of Restricted Stock,
          pursuant to Section 8.6, the Participant shall have all of the rights of a
          shareholder with respect to such Shares, subject to the terms and restrictions
          set forth in this Article VIII or the applicable Award Agreement or as
          determined by the Committee. Restricted Stock Units shall be similar to
          Restricted Stock, except no Shares are actually awarded to a Participant who is
          granted Restricted Stock Units on the date of grant, and such Participant shall
          have no rights of a shareholder with respect to such Restricted Stock Units.  



    8.2.        Award
Agreement. Each Restricted Stock and/or Restricted Stock Unit Award           shall
be evidenced by an Award Agreement that shall specify the Period of
          Restriction, the number of Shares of Restricted Stock or the number of
          Restricted Stock Units granted, and such other provisions as the Committee
shall           determine in accordance with the Plan. Any Restricted Stock Award must be
          accepted by the Participant within a period of ninety (90) days (or such
shorter           period as determined by the Committee at the time of award) after the
award           date, by executing such Restricted Stock Award Agreement and providing
the           Committee or its designee a copy of such executed Award Agreement and
payment of           the applicable purchase price of such Shares of Restricted Stock, if
any, as           determined by the Committee.  



    8.3.        Nontransferability
of Restricted Stock. Except as provided in this           Article VIII, Shares of
Restricted Stock may not be sold, transferred, pledged,           assigned, encumbered,
alienated, hypothecated or otherwise disposed of until the           end of the
applicable Period of Restriction established by the Committee and           specified in
the Restricted Stock Award Agreement.  



    8.4.        Period
of Restriction and Other Restrictions. The Period of Restriction           shall
lapse based on continuing service as a Non-Employee Director or Consultant           or
continuing employment with the Company, a Subsidiary or an Affiliate, the
          achievement of performance goals, the satisfaction of other conditions or
          restrictions or upon the occurrence of other events, in each case, as
determined           by the Committee, at its discretion, and stated in the Award
Agreement.  



    8.5.        Delivery
of Shares, Payment of Restricted Stock Units. Subject to Section           18.10,
after the last day of the Period of Restriction applicable to a           Participant’s
Shares of Restricted Stock, and after all conditions and           restrictions
applicable to such Shares of Restricted Stock have been satisfied           or lapse
(including satisfaction of any applicable withholding tax obligations),
          pursuant to the applicable Award Agreement, such Shares of Restricted Stock
          shall become freely transferable by such Participant. After the last day of the
          Period of Restriction applicable to a Participant’s Restricted Stock
Units,           and after all conditions and restrictions applicable to Restricted Stock
Units           have been satisfied or lapse (including satisfaction of any applicable
          withholding tax obligations), pursuant to the applicable Award Agreement, such
          Restricted Stock Units shall be settled by delivery of Shares, a cash payment
          determined by reference to the then-current Fair Market Value of Shares or a
          combination of Shares and such cash payment as the Committee, in its sole
          discretion, shall determine, either by the terms of the Award Agreement or
          otherwise.  














    8.6.        Forms
of Restricted Stock Awards. Each Participant who receives an Award           of
Shares of Restricted Stock shall be issued a stock certificate or           certificates
evidencing the Shares covered by such Award registered in the name           of such
Participant, which certificate or certificates may contain an           appropriate
legend. The Committee may require a Participant who receives a           certificate or
certificates evidencing a Restricted Stock Award to immediately           deposit such
certificate or certificates, together with a stock power or other           appropriate
instrument of transfer, endorsed in blank by the Participant, with           signatures
guaranteed in accordance with the Exchange Act if required by the           Committee,
with the Secretary of the Company or an escrow holder as provided in           the
immediately following sentence. The Secretary of the Company or such escrow
          holder as the Committee may appoint shall retain physical custody of each
          certificate representing a Restricted Stock Award until the Period of
          Restriction and any other restrictions imposed by the Committee or under the
          Award Agreement with respect to the Shares evidenced by such certificate expire
          or shall have been removed. The foregoing to the contrary notwithstanding, the
          Committee may, in its discretion, provide that a Participant’s ownership
of           Shares of Restricted Stock prior to the lapse of the Period of Restriction
or           any other applicable restrictions shall, in lieu of such certificates, be
          evidenced by a “book entry” (i.e., a computerized or manual
          entry) in the records of the Company or its designated agent in the name of the
          Participant who has received such Award. Such records of the Company or such
          agent shall, absent manifest error, be binding on all Participants who receive
          Restricted Stock Awards evidenced in such manner. The holding of Shares of
          Restricted Stock by the Company or such an escrow holder, or the use of book
          entries to evidence the ownership of Shares of Restricted Stock, in accordance
          with this Section 8.6, shall not affect the rights of Participants as owners of
          the Shares of Restricted Stock awarded to them, nor affect the restrictions
          applicable to such shares under the Award Agreement or the Plan, including the
          Period of Restriction.  



    8.7.        Voting
Rights. Unless otherwise determined by the Committee and set forth           in a
Participant’s Award Agreement, to the extent permitted or required by           law,
as determined by the Committee, Participants holding Shares of Restricted           Stock
may be granted the right to exercise full voting rights with respect to           those
Shares during the Period of Restriction. A Participant shall have no           voting
rights with respect to any Restricted Stock Units.  



    8.8.        Dividends
and Other Distributions. During the Period of Restriction,           Participants
holding Shares of Restricted Stock shall be credited with any cash           dividends
paid with respect to such Shares while they are so held, unless           determined
otherwise by the Committee and set forth in the Award Agreement. The           Committee
may apply any restrictions to such dividends that the Committee deems
          appropriate. Except as set forth in the Award Agreement, in the event of (a)
any           adjustment as provided in Section 4.2, or (b) any shares or securities are
          received as a dividend, or an extraordinary dividend is paid in cash, on Shares
          of Restricted Stock, any new or additional Shares or securities or any
          extraordinary dividends paid in cash received by a recipient of Restricted
Stock           shall be subject to the same terms and conditions, including the Period
of           Restriction, as relate to the original Shares of Restricted Stock.  












    8.9.        Termination
of Employment or Service. Except as otherwise provided in           this Section 8.9,
during the Period of Restriction, any Restricted Stock Units           and/or Shares of
Restricted Stock held by a Participant shall be forfeited and           revert to the
Company (or, if Shares of Restricted Sock were sold to the           Participant, the
Participant shall be required to resell such Shares to the           Company at cost)
upon the Participant’s Termination or the failure to meet           or satisfy any
applicable performance goals or other terms, conditions and           restrictions to the
extent set forth in the applicable Award Agreement. Each           applicable Award
Agreement shall set forth the extent to which, if any, the           Participant shall
have the right to retain Restricted Stock Units and/or Shares           of Restricted
Stock following such Participant’s Termination. Such           provisions shall be
determined in the sole discretion of the Committee, shall be           included in the
applicable Award Agreement, need not be uniform among all such           Awards issued
pursuant to the Plan, and may reflect distinctions based on the           reasons for, or
circumstances of, such Termination.  







ARTICLE IX. 

PERFORMANCE UNITS,
PERFORMANCE SHARES, AND CASH-BASED AWARDS 



    9.1.        Grant
of Performance Units, Performance Shares and Cash-Based Awards.           Subject to
the terms of the Plan, Performance Units, Performance Shares,           and/or
Cash-Based Awards may be granted to Participants in such amounts and upon           such
terms, and at any time and from time to time, as shall be determined by the
          Committee, in accordance with the Plan. A Performance Unit, Performance Share
or           Cash-Based Award entitles the Participant who receives such Award to receive
          Shares or cash upon the attainment of performance goals and/or satisfaction of
          other terms and conditions determined by the Committee when the Award is
granted           and set forth in the Award Agreement. Such entitlements of a
Participant with           respect to his or her outstanding Performance Unit,
Performance Share or           Cash-Based Award shall be reflected by a bookkeeping entry
in the records of the           Company, unless otherwise provided by the Award
Agreement. The terms and           conditions of such Awards shall be consistent with the
Plan and set forth in the           Award Agreement and need not be uniform among all
such Awards or all           Participants receiving such Awards.  



    9.2.        Value
of Performance Units, Performance Shares and Cash-Based Awards.           Each
Performance Unit shall have an initial value that is established by           the
Committee at the time of grant. Each Performance Share shall have an initial
          value equal to the Fair Market Value of a Share on the date of grant. Each
          Cash-Based Award shall have a value as shall be determined by the Committee.
The           Committee shall set performance goals in its discretion which, depending on
the           extent to which they are met, will determine the number and/or value of
          Performance Units and Performance Shares and Cash-Based Awards that will be
paid           out to the Participant.  



    9.3.        Earning
of Performance Units, Performance Shares and Cash-Based Awards.           Subject to
the terms of the Plan, after the applicable Performance Period           has ended,
the holder of Performance Units, Performance Shares or Cash-Based           Awards shall
be entitled to receive payment on the number and value of           Performance Units,
Performance Shares or Cash-Based Awards earned by the           Participant over the
Performance Period, to be determined as a function of the           extent to which the corresponding
performance goals and/or other terms and           conditions have been achieved or
satisfied. The Committee shall determine the           extent to which any such
pre-established performance goals and/or other terms           and conditions of a
Performance Unit, Performance Share or Cash-Based Award are           attained or not
attained following conclusion of the applicable Performance           Period. The
Committee may, in its discretion, waive any such performance goals           and/or other
terms and conditions relating to any such Award.  













    9.4.        Form
and Timing of Payment of Performance Units, Performance Shares and           Cash-Based
Awards. Payment of earned Performance Units, Performance Shares           and
Cash-Based Awards shall be as determined by the Committee and as set forth           in
the Award Agreement. Subject to the terms of the Plan, the           Committee,
in its sole discretion, may pay earned Performance Units,           Performance
Shares and Cash-Based Awards in the form of cash or in Shares (or in           a
combination thereof) which have an aggregate Fair Market Value equal to the
          value of the earned Performance Units, Performance Shares or Cash-Based Awards
          as soon as practicable after the end of the Performance Period and following
the           Committee’s determination of actual performance against the
performance           goals and/or other terms and conditions established by the
Committee. Such           Shares may be granted subject to any restrictions imposed by
the Committee,           including pursuant to Section 18.10. The determination of the
Committee with           respect to the form of payment of such Awards shall be set forth
in the Award           Agreement pertaining to the grant of the Award.  



    9.5.        Rights
as a Shareholder. A Participant receiving a Performance Unit,           Performance
Share or Cash-Based Award shall have the rights of a shareholder           only as to
Shares, if any, actually received by the Participant upon           satisfaction or
achievement of the terms and conditions of such Award and not           with respect to
Shares subject to the Award but not actually issued to such           Participant.  



    9.6.        Termination
of Employment or Service. Each Award Agreement shall set           forth the extent
to which the Participant shall have the right to retain           Performance Units,
Performance Shares and/or Cash-Based Award following such           Participant’s
Termination, if at all. Such provisions shall be determined           in the sole
discretion of the Committee, shall be included in the applicable           Award
Agreement, need not be uniform among all such Awards issued pursuant to           the
Plan, and may reflect distinctions based on the reasons for Termination.  



ARTICLE X. 

OTHER STOCK-BASED
AWARDS 



    10.1.        Other
Stock-Based Awards. The Committee may grant types of equity-based           or
equity-related Awards not otherwise described by the terms of the Plan
          (including the grant or offer for sale of unrestricted Shares), in such amounts
          (subject to Article IV) and subject to such terms and conditions, as the
          Committee shall determine. Such Other Stock-Based Awards may involve the
          transfer of actual Shares to Participants, or payment in cash or otherwise of
          amounts based on the value of Shares and may include Awards designed to comply
          with or take advantage of the applicable local laws of jurisdictions in which
          the Participants are located.  



    10.2.        Value
of Other Stock-Based Awards. Each Other Stock-Based Award shall be
          expressed in terms of Shares or units based on Shares, as determined by the
          Committee. The Committee may establish performance goals in its discretion, and
          any such performance goals shall be set forth in the applicable Award
Agreement.           If the Committee exercises its discretion to establish performance
goals, the           number and/or value of Other Stock-Based Awards that will be paid
out to the           Participant will depend on the extent to which such performance
goals are met.  












    10.3.        Payment
of Other Stock-Based Awards. Payment, if any, with respect to an           Other
Stock-Based Award shall be made in accordance with the terms of the Award,           as
set forth in the Award Agreement, in cash or Shares as the Committee
          determines.  



    10.4.        Termination
of Employment or Service. The Committee shall determine the           extent to which
the Participant shall have the right to receive Other           Stock-Based Awards
following the Participant’s Termination, if at all. Such           provisions shall
be determined in the sole discretion of the Committee, such           provisions may be
included in the applicable Award Agreement, but need not be           uniform among all
Other Stock-Based Awards issued pursuant to the Plan, and may           reflect
distinctions based on the reasons for Termination.  






ARTICLE XI. 

DIVIDEND EQUIVALENTS 



    11.1.        Dividend
Equivalents. Unless otherwise provided by the Committee, no           adjustment
shall be made in the Shares issuable or taken into account under           Awards on
account of cash dividends that may be paid or other rights that may be           issued
to the holders of Shares prior to issuance of such Shares under such           Award. The
Committee may grant Dividend Equivalents based on the dividends           declared on
Shares that are subject to any Award, including any Award the           payment or
settlement of which is deferred pursuant to Section 18.6. Dividend           Equivalents
may be credited as of the dividend payment dates, during the period           between the
date the Award is granted and the date the Award becomes payable or           terminates
or expires. Dividend Equivalents may be subject to any limitations           and/or
restrictions determined by the Committee. Dividend Equivalents shall be
          converted to cash or additional Shares by such formula and at such time, and
          shall be paid at such times, as may be determined by the Committee.  








ARTICLE XII. 

TRANSFERABILITY OF
AWARDS; BENEFICIARY DESIGNATION 



    12.1.        All
Other Awards. Except as otherwise provided in Section 8.5 or Section           12.3
or a Participant’s Award Agreement or otherwise determined at any time           by
the Committee, no Award granted under the Plan may be sold, transferred,
          pledged, assigned, or otherwise alienated or hypothecated, other than by will
or           by the laws of descent and distribution; provided that the Committee
may           permit further transferability, on a general or a specific basis, and may
impose           conditions and limitations on any permitted transferability, subject to
any           applicable Period of Restriction. Further, except as otherwise provided in
a           Participant’s Award Agreement or otherwise determined at any time by the
          Committee, or unless the Committee decides to permit further transferability,
          subject any applicable Period of Restriction, all Awards granted to a
          Participant under the Plan, and all rights with respect to such Awards, shall
be           exercisable or available during his or her lifetime only by or to such
          Participant. With respect to those Awards, if any, that are permitted to be
          transferred to another individual, references in the Plan to exercise or
payment           related to such Awards by or to the Participant shall be deemed to
include, as           determined by the Committee, the Participant’s permitted
transferee. In the           event any Award is exercised by or otherwise paid to the
executors,           administrators, heirs or distributees of the estate of a deceased
Participant,           or such a Participant’s beneficiary, or the transferee of an
Award, in any           such case, pursuant to the terms and conditions of the Plan and
the applicable           Agreement and in accordance with such terms and conditions as
may be specified           from time to time by the Committee, the Company shall be under
no obligation to           issue Shares thereunder unless and until the Company is
satisfied, as determined           in the discretion of the Committee, that the person or
persons exercising such           Award, or to receive such payment, are the duly
appointed legal representative           of the deceased Participant’s estate or the
proper legatees or distributees           thereof or the named beneficiary of such
Participant, or the valid transferee of           such Award, as applicable. Any
purported assignment, transfer or encumbrance of           an Award that does not comply
with this Section 12.1 shall be void and           unenforceable against the Company.  













    12.2.        Beneficiary
Designation. Each Participant may, from time to time, name           any beneficiary
or beneficiaries who shall be permitted to exercise his or her           Option or SAR or
to whom any benefit under the Plan is to be paid in case of the           Participant’s
death before he or she fully exercises his or her Option or           SAR or receives any
or all of such benefit. Each such designation           shall revoke all prior
designations by the same Participant, shall be in a           form prescribed by the
Company, and will be effective only when filed by the           Participant in writing
with the Company during the Participant’s lifetime.           In the absence of any
such beneficiary designation, a Participant’s           unexercised Option or SAR,
or amounts due but remaining unpaid to such           Participant, at the Participant’s
death, shall be exercised or paid as           designated by the Participant by will or
by the laws of descent and           distribution.  



ARTICLE XIII. 

RIGHTS OF
PARTICIPANTS 



    13.1.        Rights
or Claims. No individual shall have any rights or claims under the           Plan
except in accordance with the provisions of the Plan and any applicable           Award
Agreement. The grant of an Award under the Plan shall not confer any           rights
upon the Participant holding such Award other than such terms, and           subject to
such conditions, as are specified in the Plan as being applicable to           such type
of Award, or to all Awards, or as are expressly set forth in the Award
          Agreement evidencing such Award. Without limiting the generality of the
          foregoing, nothing contained in the Plan or in any Award Agreement shall be
          deemed to:  



	 	(a)	Give any
Employee or Non-Employee Director the right to be retained in the                service
of the Company, an Affiliate and/or a Subsidiary, whether in any
               particular position, at any particular rate of compensation, for any
particular                period of time or otherwise; 






	 	(b)	Restrict in
any way the right of the Company, an Affiliate and/or a Subsidiary                to
terminate, change or modify any Employee’s employment or any
               Non-Employee Director’s service as a Director at any time with or
without                Cause; 






	 	(c) 	Confer
on any Consultant any right of continued relationship with the Company,                an
Affiliate and/or a Subsidiary, or alter any relationship between them,
               including any right of the Company or an Affiliate or Subsidiary to
terminate,                change or modify its relationship with a Consultant; 
















	 	(d) 	Give
any Employee, Non-Employee Director or Consultant the right to receive any
               bonus, whether payable in cash or in Shares, or in any combination
thereof, from                the Company, an Affiliate and/or a Subsidiary, nor be
construed as limiting in                any way the right of the Company, an Affiliate
and/or a Subsidiary to determine,                in its sole discretion, whether or not
it shall pay any Employee, Non-Employee                Director or Consultant bonuses,
and, if so paid, the amount thereof and the                manner of such payment; or 






	 	(e) 	Give
any Participant any rights whatsoever with respect to an Award except as
               specifically provided in the Plan and the Award Agreement. 






    13.2.        Adoption
of the Plan. The adoption of the Plan shall not be deemed           to give any
Employee, Non-Employee Director or Consultant or any other           individual any right
to be selected as a Participant or to be granted an Award,           or, having been so
selected, to be selected to receive a future Award.  



    13.3.        Vesting.
Notwithstanding any other provision of the Plan, a           Participant’s right or
entitlement to exercise or otherwise vest in any           Award not exercisable or
vested at the time of grant shall only result from           continued services as a
Non-Employee Director or Consultant or continued           employment, as the case may
be, with the Company or any Subsidiary or Affiliate,           or satisfaction of any
other performance goals or other conditions or           restrictions applicable, by its
terms, to such Award.  



    13.4.        No
Effects on Benefits. Payments and other compensation received by a
          Participant under an Award are not part of such Participant’s normal or
          expected compensation or salary for any purpose, including calculating
          termination, indemnity, severance, resignation, redundancy, end of service
          payments, bonuses, long-service awards, pension or retirement benefits or
          similar payments under any laws, plans, contracts, arrangements or otherwise.
No           claim or entitlement to compensation or damages arises from the termination
of           the Plan or diminution in value of any Award or Shares purchased or
otherwise           received under the Plan.  



    13.5.        One
or More Types of Awards. A particular type of Award may be granted to           a
Participant either alone or in addition to other Awards under the Plan.  



ARTICLE XIV. 

CHANGE OF CONTROL 






    14.1.        Treatment
of Outstanding Awards. In the event of a Change of Control,           unless
otherwise specifically prohibited by any applicable laws, rules or           regulations
or otherwise provided in any applicable Award Agreement, as in           effect prior to
the occurrence of the Change of Control, specifically with           respect to a Change
of Control:  



		    (a)        In
its discretion, and on such terms and conditions as it deems appropriate, the
          Committee may provide, either by the terms of the Award Agreement or by
          resolution adopted prior to the occurrence of such Change of Control, that any
          Options, SARs and Other Stock-Based Awards (if applicable) which are
outstanding           shall become exercisable as determined by the Committee,
notwithstanding           anything to the contrary in the Award Agreement.  
















		    (b)        In
its discretion, and on such terms and conditions as it deems appropriate, the
          Committee may provide, either by the terms of the Award Agreement or by
          resolution adopted prior to the occurrence of such Change of Control, that
          restrictions, performance goals or other conditions applicable to Restricted
          Stock Units, Shares of Restricted Stock and Other Stock-Based Awards previously
          awarded to Participants shall be canceled or deemed achieved, the Period of
          Restriction applicable thereto shall terminate, and restrictions on transfer,
          sale, assignment, pledge or other disposition applicable to any such Shares of
          Restricted Stock shall lapse, in each case, to the extent provided by the
          Committee, notwithstanding anything to the contrary in the Award Agreement.  







		    (c)        In
its discretion, and on such terms and conditions as it deems appropriate, the
          Committee may provide, either by the terms of the Award Agreement or by
          resolution adopted prior to the occurrence of such Change of Control, that any
          Awards which are outstanding shall, in whole or in part, immediately become
          vested and nonforfeitable.  







		    (d)        In
its discretion, and on such terms and conditions as it deems appropriate, the
          Committee may provide, either by the terms of the Award Agreement or by
          resolution adopted prior to the occurrence of such Change of Control, that the
          target payment opportunities attainable under any outstanding Awards of
          Performance Units, Performance Shares, Cash-Based Awards and other Awards shall
          be deemed to have been fully or partially earned for any Performance Period(s),
          as determined by the Committee, immediately prior to the effective date of the
          Change of Control.  







		    (e)        In
its discretion, and on such terms and conditions as it deems appropriate, the
          Committee may provide, either by the terms of the Award Agreement applicable to
          any Award or by resolution adopted prior to the occurrence of such Change of
          Control, that any Award the payment or settlement of which was deferred under
          Section 18.6 or otherwise may be paid or distributed immediately prior to the
          Change of Control, except as otherwise provided by the Committee in accordance
          with Section 16.1(f).  







		    (f)        In
its discretion, and on such terms and conditions as it deems appropriate, the
          Committee may provide, either by the terms of the Award Agreement applicable to
          any Award or by resolution adopted prior to the occurrence of the Change of
          Control, that any outstanding Award shall be adjusted by substituting for each
          Share subject to such Award immediately prior to the transaction resulting in
          the Change of Control the consideration (whether stock or other securities of
          the surviving corporation or any successor corporation to the Company, or a
          parent or subsidiary thereof, or that may be issuable by another corporation
          that is a party to the transaction resulting in the Change of Control) received
          in such transaction by holders of Shares for each Share held on the closing or
          effective date of such transaction, in which event the aggregate Option Price
or           Grant Price, as applicable, of the Award shall remain the same; provided,
however, that if such consideration received in such transaction is not
          solely stock of a successor, surviving or other corporation, the Committee may
          provide for the consideration to be received upon exercise or payment of an
          Award, for each Share subject to such Award, to be solely stock or other
          securities of the successor, surviving or other corporation, as applicable,
          equal in fair market value, as determined by the Committee, to the per-Share
          consideration received by holders of Shares in such transaction.  
















		    (g)        In
its discretion, and on such terms and conditions as it deems appropriate, the
          Committee may provide, either by the terms of the Award Agreement applicable to
          any Award or by resolution adopted prior to the occurrence of the Change of
          Control, that any outstanding Award (or portion thereof) shall be converted
into           a right to receive cash, on or as soon as practicable following the
closing date           or expiration date of the transaction resulting in the Change of
Control in an           amount equal to the highest value of the consideration to be
received in           connection with such transaction for one Share, or, if higher, the
highest Fair           Market Value of a Share during the thirty (30) consecutive
business days           immediately prior to the closing date or expiration date of such
transaction,           less the per-Share Option Price, Grant Price or outstanding unpaid
purchase           price, as applicable to the Award, multiplied by the number of Shares
subject to           such Award, or the applicable portion thereof.  







		    (h)        The
Committee may, in its discretion, provide that an Award can or cannot be
          exercised after, or will otherwise terminate or not terminate as of, a Change
of           Control.  







    14.2.        No
Implied Rights; Other Limitations. No Participant shall have any right           to
prevent the consummation of any of the acts described in Section 4.2 or 14.1
          affecting the number of Shares available to, or other entitlement of, such
          Participant under the Plan or such Participant’s Award. Any actions or
          determinations of the Committee under this Article XVI need not be uniform as
to           all outstanding Awards, nor treat all Participants identically.
Notwithstanding           the adjustments described in Section 14.1, in no event may any
Option or SAR be           exercised after ten (10) years from the date it was originally
granted.  



ARTICLE XV. 

AMENDMENT,
MODIFICATION, AND TERMINATION 






    15.1.        Amendment,
Modification, and Termination. The Board may, at any time and           with or
without prior notice, amend, alter, suspend, or terminate the Plan, and           the
Committee may, to the extent permitted by the Plan, amend the terms of any
          Award theretofore granted, including any Award Agreement, in each case,
          retroactively or prospectively.  



In addition, no such amendment,
alteration, suspension or termination of the Plan or any Award theretofore granted,
including any Award Agreement, shall be made which would materially impair the previously
accrued rights of a Participant under any outstanding Award without the written consent of
such Participant, provided, however, that the Board may amend or alter the
Plan and the Committee may amend or alter any Award, including any Agreement, either
retroactively or prospectively, without the consent of the applicable Participant, (x) so
as to preserve or come within any exemptions from liability under Section 16(b) of the
Exchange Act, pursuant to the rules and releases promulgated by the SEC (including Rule
16b-3), or (y) if the Board or the Committee determines in its discretion that such
amendment or alteration either (I) is required or advisable for the Company, the Plan or
the Award to satisfy, comply with or meet the requirements of any law, regulation, rule or
accounting standard or (II) is not reasonably likely to significantly diminish the
benefits provided under such Award, or that such diminishment has been or will be
adequately compensated. 















ARTICLE XVI. 

TAX WITHHOLDING AND
OTHER TAX MATTERS 



    16.1.        Tax
Withholding. The Company and/or any Subsidiary or Affiliate are           authorized
to withhold from any Award granted or payment due under the Plan the           amount of
all taxes due in respect of such Award or payment and take any such           other
action as may be necessary or appropriate, as determined by the Committee,           to
satisfy all obligations for the payment of such taxes. The recipient of any
          payment or distribution under the Plan shall make arrangements satisfactory to
          the Company, as determined in the Committee’s discretion, for the
          satisfaction of any tax obligations that arise by reason of any such payment or
          distribution. The Company shall not be required to make any payment or
          distribution under or relating to the Plan or any Award until such obligations
          are satisfied or such arrangements are made, as determined by the Committee in
          its discretion.  



    16.2.        Withholding
or Tendering Shares. Without limiting the generality of           Section 16.1, the
Committee may in its discretion permit a Participant to           satisfy or arrange to
satisfy, in whole or in part, the tax obligations incident           to an Award by: (a)
electing to have the Company withhold Shares or other           property otherwise
deliverable to such Participant pursuant to his or her Award           (provided,
however, that the amount of any Shares so withheld           shall not exceed the
amount necessary to satisfy required withholding           obligations using the minimum
statutory withholding rates for tax purposes,           including payroll taxes, that are
applicable to supplemental taxable income)           and/or (b) tendering to the Company
Shares owned by such Participant (or by such           Participant and his or her spouse
jointly) and purchased or held for the           requisite period of time as may be
required to avoid the Company’s or the           Affiliates’ or Subsidiaries’ incurring
an adverse accounting charge,           based, in each case, on the Fair Market Value of
the Shares on the payment date           as determined by the Committee. All such
elections shall be irrevocable, made in           writing, signed by the Participant, and
shall be subject to any restrictions or           limitations that the Committee, in its
sole discretion, deems appropriate.  



    16.3.        Restrictions.
The satisfaction of tax obligations pursuant to this           Article XVI shall be
subject to such restrictions as the Committee may impose,           including any
restrictions required by applicable law or the rules and           regulations of the
SEC, and shall be construed consistent with an intent to           comply with any such
applicable laws, rule and regulations.  



ARTICLE XVII. 

LIMITS OF LIABILITY;
INDEMNIFICATION 



    17.1.        Limits
          of Liability.  



		    (a)        Any
liability of the Company or a Subsidiary or Affiliate to any Participant           with
respect to any Award shall be based solely upon contractual obligations           created
by the Plan and the Award Agreement.  
















		    (b)        None
of the Company, any Subsidiary, any Affiliate, any member of the Board or           the
Committee or any other person participating in any determination of any
          question under the Plan, or in the interpretation, administration or
application           of the Plan, shall have any liability, in the absence of bad faith,
to any party           for any action taken or not taken in connection with the Plan,
except as may           expressly be provided by statute.  







		    (c)        Each
member of the Committee, while serving as such, shall be considered to be
          acting in his or her capacity as a director of the Company. Members of the
Board           of Directors and members of the Committee acting under the Plan shall be
fully           protected in relying in good faith upon the advice of counsel and shall
incur no           liability except for gross negligence or willful misconduct in the
performance           of their duties.  







		    (d)        The
Company shall not be liable to a Participant or any other person as to: (i)           the
non-issuance of Shares as to which the Company has been unable to obtain           from
any regulatory body having relevant jurisdiction the authority deemed by           the
Committee or the Company’s counsel to be necessary to the lawful           issuance
and sale of any Shares hereunder, and (ii) any tax consequence           expected, but
not realized, by any Participant or other person due to the           receipt, exercise
or settlement of any Option or other Award.  







    17.2.        Indemnification. Subject
to the requirements of applicable law,           each individual who is or shall have
been a member of the Committee or of the           Board, or an officer of the Company to
whom authority was delegated in           accordance with Article III, shall be
indemnified and held harmless by the           Company against and from any loss, cost,
liability, or expense that may be           imposed upon or reasonably incurred by him or
her in connection with or           resulting from any claim, action, suit, or proceeding
to which he or she may be           a party or in which he or she may be involved by
reason of any action taken or           failure to act under the Plan and against and
from any and all amounts paid by           him or her in settlement thereof, with the
Company’s approval, or paid by           him or her in satisfaction of any judgment
in any such action, suit, or           proceeding against him or her, provided he
or she shall give 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, unless           such loss, cost, liability, or expense is a result of
the individual’s own           willful misconduct or except as provided by statute.
The foregoing right of           indemnification shall not be exclusive of any other
rights of indemnification           to which such individual may be entitled under
the Company’s Articles           of Association, as a matter of law, or otherwise,
or any power that the Company           may have to indemnify or hold harmless such
individual.  





ARTICLE XVIII. 

MISCELLANEOUS 



    18.1.        Drafting
Context. Except where otherwise indicated by the context, any           masculine
term used herein also shall include the feminine; the plural shall           include the
singular and the singular shall include the plural. The words           “Article,” “Section,” and
“paragraph” herein shall           refer to provisions of the Plan, unless
expressly indicated otherwise. The words           “include,” “includes,” and
“including” herein           shall be deemed to be followed by “without
limitation” whether or not           they are in fact followed by such words or
words of similar import, unless the           context otherwise requires.  












    18.2.        Forfeiture
Events.  



		    (a)        Notwithstanding
any provision of the Plan to the contrary, the Committee shall           have the
authority to determine (and may so provide in any Agreement) that a           Participant’s
(including his or her estate’s, beneficiary’s or           transferee’s)
rights (including the right to exercise any Option or SAR),           payments and
benefits with respect to any Award shall be subject to reduction,           cancellation,
forfeiture or recoupment in the event of the Participant’s           Termination for
Cause or due to voluntary resignation; serious misconduct;           violation of the
Company’s or a Subsidiary’s or Affiliate’s           policies; breach of
fiduciary duty; unauthorized disclosure of any trade secret           or confidential
information of the Company or a Subsidiary or Affiliate; breach           of applicable
noncompetition, nonsolicitation, confidentiality or other           restrictive
covenants; or other conduct or activity that is in competition with           the
business of the Company or any Subsidiary or Affiliate, or otherwise
          detrimental to the business, reputation or interests of the Company and/or any
          Subsidiary or Affiliate; or upon the occurrence of certain events specified in
          the applicable Award Agreement (in any such case, whether or not the
Participant           is then an Employee, Non-Employee Director or Consultant). The
determination of           whether a Participant’s conduct, activities or
circumstances are described           in the immediately preceding sentence shall be made
by the Committee in its good           faith discretion, and pending any such
determination, the Committee shall have           the authority to suspend the exercise,
payment, delivery or settlement of all or           any portion of such Participant’s
outstanding Awards pending an           investigation of the matter.  







		    (b)        If
the Company is required to prepare an accounting restatement (x) due to the
          material noncompliance of the Company, as a result of misconduct, with any
          financial reporting requirement under the securities laws, if a Participant
          knowingly or grossly negligently engaged in such misconduct, or knowingly or
          grossly negligently failed to prevent such misconduct, or if a Participant is
          one of the individuals subject to automatic forfeiture under Section 304 of the
          Sarbanes-Oxley Act of 2002, the Participant shall reimburse the Company the
          amount of any payment in settlement of an Award earned or accrued during the
          twelve- (12-) month period following the first public issuance or filing with
          the SEC (whichever just occurred) of the financial document embodying such
          financial reporting requirement, and (y) the Committee may in its discretion
          provide that if the amount earned under any Participant’s Award is reduced
          by such restatement, such Participant shall reimburse the Company the amount of
          any such reduction previously paid in settlement of such Award.  







    18.3.        Severability.
In the event any provision of the Plan shall be held           illegal or invalid for any
reason, the illegality or invalidity shall not affect           the remaining parts of
the Plan, and the Plan shall be construed and enforced as           if the illegal or
invalid provision had not been included.  



    18.4.        Transfer,
Leave of Absence. The Committee shall have the           discretion to
determine the effects upon any Award, upon an individual’s           status as an
Employee, Non-Employee Director or Consultant for purposes of the           Plan
(including whether a Participant shall be deemed to have experienced a
          Termination or other change in status) and upon the exercisability, vesting,
          termination or expiration of any Award in the case of: (a) any Participant who
          is employed by an entity that ceases to be an Affiliate or Subsidiary (whether
          due to a spin-off or otherwise), (b) any transfer of a Participant between
          locations of employment with the Company, an Affiliate, and/or Subsidiary or
          between the Company, an Affiliate or Subsidiary or between Affiliates or
          Subsidiaries, (c) any leave of absence of a Participant, (d) any change in a
          Participant’s status from an Employee to a Consultant or a Non-Employee
          Director, or vice versa, (e) any increase or decrease in the scope of
engagement           of a Participant; and (f) upon approval by the Committee, any
Employee who           experiences a Termination but becomes employed by a partnership,
joint venture,           corporation or other entity not meeting the requirements of an
Affiliate or           Subsidiary.  












    18.5.        Exercise
and Payment of Awards. An Award shall be deemed exercised or           claimed when
the Secretary of the Company or any other Company official or other           person
designated by the Committee for such purpose receives appropriate written
          notice from a Participant, in form acceptable to the Committee, together with
          payment of the applicable Option Price, Grant Price or other purchase price, if
          any, and compliance with Article XVI, in accordance with the Plan and such
          Participant’s Award Agreement.  



    18.6.        Deferrals.
To the extent provided in the Award Agreement, the Committee           may permit or
require a Participant to defer such Participant’s receipt of           the payment
of cash or the delivery of Shares that would otherwise be due to           such
Participant by virtue of the lapse or waiver of the Period of Restriction           or
other restrictions with respect to Restricted Stock or the payment or
          satisfaction of Restricted Stock Units, Performance Units, Performance Shares,
          Cash-Based Awards or Other Stock-Based Awards. If any such deferral election is
          required or permitted, (a) such deferral shall represent an unfunded and
          unsecured obligation of the Company and shall not confer the rights of a
          shareholder unless and until Shares are issued thereunder; (b) the number of
          Shares subject to such deferral shall, until settlement thereof, be subject to
          adjustment pursuant to Section 4.2; and (c) the Committee shall establish rules
          and procedures for such deferrals and payment or settlement thereof, which may
          be in cash, Shares or any combination thereof, and such deferrals may be
          governed by the terms and conditions of any deferred compensation plan of the
          Company or Affiliate specified by the Committee for such purpose.  



    18.7.        Loans.
The Company may, in the discretion of the Committee, extend one or           more loans
to Participants in connection with the exercise or receipt of an           Award granted
to any such Participant; provided, however, that the           Company
shall not extend loans to any Participant if prohibited by law or the           rules of
any stock exchange or quotation system on which the Company’s           securities
are listed. The terms and conditions of any such loan shall be           established by
the Committee.  



    18.8.        No
Effect on Other Plans. Neither the adoption of the Plan nor anything
          contained herein shall affect any other compensation or incentive plans or
          arrangements of the Company or any Subsidiary or Affiliate, or prevent or limit
          the right of the Company or any Subsidiary or Affiliate to establish any other
          forms of incentives or compensation for their directors, officers, eligible
          employees or consultants or grant or assume options or other rights otherwise
          than under the Plan.  



    18.9.        Section
16 of Exchange Act. Unless otherwise stated in the Award           Agreement,
notwithstanding any other provision of the Plan, any Award granted to           an
Insider 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) that are requirements for the application of such exemptive rule, and
the           Plan and the Award Agreement shall be deemed amended to the extent
necessary to           conform to such limitations.  














    18.10.        Requirements
of Law; Limitations on Awards.  



		    (a)        The
granting of Awards and the issuance of Shares under the Plan shall be           subject
to all applicable laws, rules, and regulations, and to such approvals by           any
governmental agencies or national securities exchanges as may be required.  







		    (b)        If
at any time the Committee shall determine, in its discretion, that the           listing,
registration and/or qualification of Shares upon any securities           exchange or
under any law, or the consent or approval of any governmental           regulatory body,
is necessary or desirable as a condition of, or in connection           with, the sale or
purchase of Shares hereunder, the Company shall have no           obligation to allow the
grant, exercise or payment of any Award, or to issue or           deliver evidence of
title for Shares issued under the Plan, in whole or in part,           unless and until
such listing, registration, qualification, consent and/or           approval shall have
been effected or obtained, or otherwise provided for, free           of any conditions
not acceptable to the Committee.  







		    (c)        If
at any time counsel to the Company shall be of the opinion that any sale or
          delivery of Shares pursuant to an Award is or may be in the circumstances
          unlawful or result in the imposition of excise taxes on the Company or any
          Subsidiary or Affiliate under the statutes, rules or regulations of any
          applicable jurisdiction, the Company shall have no obligation to make such sale
          or delivery, or to make any application or to effect or to maintain any
          qualification or registration under the Securities Act, or otherwise with
          respect to Shares or Awards and the right to exercise or payment of any Option
          or Award shall be suspended until, in the opinion of such counsel, such sale or
          delivery shall be lawful or will not result in the imposition of excise taxes
on           the Company or any Subsidiary or Affiliate.  







		    (d)        Upon
termination of any period of suspension under this Section 18.10, any Award
          affected by such suspension which shall not then have expired or terminated
          shall be reinstated as to all Shares available before such suspension and as to
          the Shares which would otherwise have become available during the period of
such           suspension, but no suspension shall extend the term of any Award.  







		    (e)        The
Committee may require each person receiving Shares in connection with any           Award
under the Plan to represent and agree with the Company in writing that           such
person is acquiring such Shares for investment without a view to the
          distribution thereof, and/or provide such other representations and agreements
          as the Committee may prescribe. The Committee, in its absolute discretion, may
          impose such restrictions on the ownership and transferability of the Shares
          purchasable or otherwise receivable by any person under any Award as it deems
          appropriate. Any such restrictions shall be set forth in the applicable Award
          Agreement, and the certificates evidencing such shares may include any legend
          that the Committee deems appropriate to reflect any such restrictions.  







		    (f)        An
Award and any Shares received upon the exercise or payment of an Award shall           be
subject to such other transfer and/or ownership restrictions and/or legending
          requirements as the Committee may establish in its discretion and may be
          referred to on the certificates evidencing such Shares, including restrictions
          under applicable securities laws, under the requirements of any stock exchange
          or market upon which such Shares are then listed and/or traded, and under
          any blue sky or state securities laws applicable to such Shares.  


















    18.11.        Participants
Deemed to Accept Plan. By accepting any benefit under the           Plan, each
Participant and each person claiming under or through any such           Participant
shall be conclusively deemed to have indicated their acceptance and
          ratification of, and consent to, all of the terms and conditions of the Plan
and           any action taken under the Plan by the Board, the Committee or the Company,
in           any case in accordance with the terms and conditions of the Plan.  



    18.12.        Governing
Law. The Plan and, except as provided below or in an applicable           subplan,
each Award Agreement to a Participant shall be governed by the laws of           the
State of Israel, excluding any conflicts or choice of law rule or principle
          that might otherwise refer construction or interpretation of the Plan to the
          substantive law of another jurisdiction. Unless otherwise provided in the Award
          Agreement, Participants are deemed to submit to the exclusive jurisdiction and
          venue of the courts in Tel-Aviv, Israel, to resolve any and all issues that may
          arise out of or relate to the Plan or any related Award Agreement.  



    18.13.        Plan
Unfunded. 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
assets to assure the issuance of Shares or the payment of cash           upon exercise or
payment of any Award. Proceeds from the sale of Shares pursuant           to Options or
other Awards granted under the Plan shall constitute general funds           of the
Company.  



    18.14.        Administration
Costs. The Company shall bear all costs and expenses           incurred in
administering the Plan, including expenses of issuing Shares           pursuant to any
Options or other Awards granted hereunder.  



    18.15.        Uncertificated
Shares. To the extent that the Plan provides for issuance           of certificates
to reflect the transfer of Shares, the transfer of such Shares           may nevertheless
be effected on a noncertificated basis, to the extent not           prohibited by
applicable law or the rules of any stock exchange.  



    18.16.        No
Fractional Shares. An Option or other Award shall not be exercisable           with
respect to a fractional Share or the lesser of fifty (50) shares or the           full
number of Shares then subject to the Option or other Award. No fractional
          Shares shall be issued upon the exercise or payment of an Option or other Award
          and any such fractions shall be rounded to the nearest whole number.  



    18.17.        Participants.
Notwithstanding any provision of the Plan to the contrary,           in order to comply
with the laws or practices of countries in which the Company,           any Affiliate,
and/or any Subsidiary operates or has Employees, Non-Employee           Directors or
Consultants, the Committee, in its sole discretion, shall have the           power and
authority to:  



		    (a)        Determine
which Affiliates and Subsidiaries shall be covered by the Plan;  







		    (b)        Determine
which Employees, Non-Employee Directors and/or Consultants are                eligible to
participate in the Plan;  
















	 	(c) 	Grant
Awards (including substitutes for Awards), and modify the terms and
               conditions of any Awards, on such terms and conditions as the Committee
               determines necessary or appropriate to permit participation in the Plan by
               individuals otherwise eligible to so participate, or otherwise to comply
with                applicable laws or conform to applicable requirements or practices of
the                applicable jurisdictions; 






	 	(d) 	Establish
subplans and adopt or modify exercise procedures and other terms and
               procedures, to the extent such actions may be necessary or advisable. Any
               subplans and modifications to Plan terms and procedures established under
this                Section 18.18 by the Committee shall be attached to the Plan as
appendices; and 






	 	(e) 	Take
any action, before or after an Award is made, that the Committee, in its
               discretion, deems advisable to obtain approval or comply with any
necessary                local government regulatory exemptions or approvals. 






	 	
Notwithstanding
the above, the Committee may not take any actions hereunder, and no Awards shall be
granted, that would violate any applicable law.  






Updated: November 2008