ex10-07.htm


    
      Exhibit 10.07

       

       

       

       

       

       

       

       

       

       

      
        


        


        


        __________________________________________________________________

        


        DOUBLE-TAKE
SOFTWARE

        


        2006
OMNIBUS INCENTIVE PLAN

        


        AS
AMENDED AND RESTATED, EFFECTIVE APRIL 1, 2009

        __________________________________________________________________

        


         

         

         

         

         

         

         

         

         

         

         

         

         

         

         

         

         

         

         

         

        
 


        
          
             


          

          
             


            
              

            

          

          
             


          

        


        TABLE
OF CONTENTS

         

        



        
          
            
              	 
      	 
      	
                      Page

                    
	
                      1.

                    	
                      PURPOSE

                    	
                      1

                    
	
                      2.

                    	
                      DEFINITIONS

                    	
                      1

                    
	
                      3.

                    	
                      ADMINISTRATION
      OF THE PLAN

                    	
                      3

                    
	 
      	
                      3.1    Board

                    	
                      3

                    
	 
      	
                      3.2    Committee

                    	
                      4

                    
	 
      	
                      3.3    Terms
      of Awards

                    	
                      4

                    
	 
      	
                      3.4    No
      Repricing

                    	
                      5

                    
	 
      	
                      3.5    Deferral
      Arrangement

                    	
                      5

                    
	 
      	
                      3.6    No
      Liability

                    	
                      5

                    
	 
      	
                      3.7    Share
      Issuance/Book-Entry

                    	
                      5

                    
	
                      4.

                    	
                      STOCK
      SUBJECT TO THE PLAN

                    	
                      6

                    
	 
      	
                      4.1    Number
      of Shares Available for Awards

                    	
                      6

                    
	 
      	
                      4.2    Adjustments
      in Authorized Shares

                    	
                      6

                    
	 
      	
                      4.3    Share
      Usage

                    	
                      6

                    
	
                      5.

                    	
                      EFFECTIVE
      DATE, DURATION AND AMENDMENTS

                    	
                      6

                    
	 
      	
                      5.1    Effective
      Date

                    	
                      6

                    
	 
      	
                      5.2    Term

                    	
                      7

                    
	 
      	
                      5.3    Amendment
      and Termination of the Plan

                    	
                      7

                    
	
                      6.

                    	
                      AWARD
      ELIGIBILITY AND LIMITATIONS

                    	
                      7

                    
	 
      	
                      6.1    Service
      Providers and Other Persons

                    	
                      7

                    
	 
      	
                      6.2    Successive
      Awards and Substitute Awards

                    	
                      7

                    
	 
      	
                      6.3    Limitation
      on Shares of Stock Subject to Awards and Cash Awards

                    	
                      7

                    
	
                      7.

                    	
                      AWARD
      AGREEMENT

                    	
                      8

                    
	
                      8.

                    	
                      TERMS
      AND CONDITIONS OF OPTIONS

                    	
                      8

                    
	 
      	
                      8.1    Option
      Price

                    	
                      8

                    
	 	8.2    Vesting	
                      
                        8

                      

                    
	 
      	
                      8.3    Term

                    	
                      8

                    
	 
      	
                      8.4    Termination
      of Service

                    	
                      8

                    
	 
      	
                      8.5    Limitations
      on Exercise of Option

                    	
                      8

                    
	 
      	
                      8.6    Method
      of Exercise

                    	
                      8

                    
	 
      	
                      8.7    Rights
      of Holders of Options

                    	
                      9

                    
	 
      	
                      8.8    Delivery
      f Stock Certificates

                    	
                      9

                    
	 
      	
                      8.9   
      Transferability of Options

                    	
                      9

                    
	 
      	
                      8.10  Family
      Transfers

                    	
                      9

                    
	 
      	
                      8.11  Limitations
      on Incentive Stock Options

                    	
                      9

                    
	 
      	
                      8.12  Notice
      of Disqualifying Disposition

                    	
                      9

                    
	
                      9.

                    	
                      TERMS
      AND CONDITIONS OF STOCK APPRECIATION RIGHTS

                    	
                      10

                    
	 
      	
                      9.1    Right
      to Payment and Grant Price

                    	
                      10

                    
	 
      	
                      9.2    Other
      Terms

                    	
                      10

                    
	 
      	
                      9.3    Term

                    	
                      10

                    
	 
      	
                      9.4    Transferability
      of SARs

                    	
                      10

                    
	 
      	
                      9.5    Family
      Transfers

                    	
                      10

                    


            

          

        

      

    

    
       

       

      


      
        
          
             


          

          
            i

            
              

            

          

          
             


          

        

      

       

      
        	 
      	 
      	
                Page

              
	
                10.

              	
                TERMS
      AND CONDITIONS OF RESTRICTED STOCK AND STOCK UNITS

              	
                10

              
	 
      	
                10.1    Grant
      of Restricted Stock or Stock Units

              	
                10

              
	 
      	
                10.2    Restrictions

              	
                11

              
	 
      	
                10.3    Restricted
      Stock Certificates

              	
                11

              
	 
      	
                10.4    Rights
      of Holders of Restricted Stock

              	
                11

              
	 
      	
                10.5    Rights
      of Holders of Stock Units

              	
                11

              
	 
      	
                          
      10.5.1    Voting and Dividend Rights

              	
                11

              
	 
      	
                          
      10.5.2    Creditor’s Rights

              	
                11

              
	 
      	
                10.6    Termination
      of Service

              	
                11

              
	 
      	
                10.7    Purchase
      of Restricted Stock and Shares Subject to Stock Units

              	
                12

              
	 
      	
                10.8    Delivery
      of Stock

              	
                12

              
	
                11.

              	
                TERMS
      AND CONDITIONS OF UNRESTRICTED STOCK AWARDS

              	
                12

              
	
                12.

              	
                FORM
      OF PAYMENT FOR OPTIONS AND RESTRICTED STOCK

              	
                12

              
	 
      	
                12.1    General
      Rule

              	
                12

              
	 
      	
                12.2    Surrender
      of Stock

              	
                12

              
	 
      	
                12.3    Cashless
      Exercise

              	
                12

              
	 
      	
                12.4    Other
      Forms of Payment

              	
                13

              
	
                13.

              	
                TERMS
      AND CONDITIONS OF DIVIDEND EQUIVALENT RIGHTS

              	
                13

              
	 
      	
                13.1    Dividend
      Equivalent Rights

              	
                13

              
	 
      	
                13.2    Termination
      of Service

              	
                13

              
	
                14.

              	
                TERMS
      AND CONDITIONS OF PERFORMANCE AND ANNUAL INCENTIVE AWARDS

              	
                13

              
	 
      	
                14.1    Performance
      Conditions

              	
                13

              
	 
      	
                14.2    Performance
      Awards or Annual Incentive Awards Granted to Designated Covered
      Employees

              	
                13

              
	 
      	
                          
      14.2.1    Performance Goals Generally

              	
                13

              
	 
      	
                          
      14.2.2    Business Criteria

              	
                14

              
	 
      	
                          
      14.2.3    Timing For Establishing Performance
      Goals

              	
                14

              
	 
      	
                          
      14.2.4    Settlement of Awards; Other
      Terms

              	
                14

              
	 
      	
                          
      14.2.5    Evaluation of Performance

              	
                14

              
	 
      	
                14.3    Written
      Determinations

              	
                15

              
	 
      	
                14.4    Status
      of Section 14.2 Awards Under Code Section 162(m)

              	
                15

              
	
                15.

              	
                PARACHUTE
      LIMITATIONS

              	
                15

              
	
                16.

              	
                REQUIREMENTS
      OF LAW

              	
                16

              
	 
      	
                16.1    General

              	
                16

              
	 
      	
                16.2    Rule
      16b-3

              	
                16

              
	
                17.

              	
                EFFECT
      OF CHANGES IN CAPITALIZATION

              	
                16

              
	 
      	
                17.1    Changes
      in Stock

              	
                16

              
	 
      	
                17.2    Reorganization
      in Which the Company is the Surviving Entity Which does not Constitute a
      Corporate Transaction

              	
                17

              
	 
      	
                17.3    Corporate
      Transaction

              	
                17

              
	 
      	
                17.4    Adjustments

              	
                18

              
	 
      	
                17.5    No
      Limitations on Company

              	
                18

              


      

      


      
        
          
             


          

          
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                Page

              
	
                18.

              	
                GENERAL
      PROVISIONS

              	
                18

              
	 
      	
                18.1    Disclaimer
      of Rights

              	
                18

              
	 
      	
                18.2    Nonexclusivity
      of the Plan

              	
                18

              
	 
      	
                18.3    Withholding
      Taxes

              	
                18

              
	 
      	
                18.4    Captions

              	
                19

              
	 
      	
                18.5    Other
      Provisions

              	
                19

              
	 
      	
                18.6    Number
      and Gender

              	
                19

              
	 
      	
                18.7    Severability

              	
                19

              
	 
      	
                18.8    Governing
      Law

              	
                19

              
	 
      	
                18.9    Section
      409A of the Code

              	
                19

              


      

      


      
        
          
             


          

          
            iii

            
              

            

          

          
             


          

        

      

      


      


      DOUBLE-TAKE
SOFTWARE

      


      2006
OMNIBUS INCENTIVE PLAN

      


      


      


      


      Double-Take Software, Inc., a Delaware
corporation (the “Company”), sets forth herein the terms of its 2006 Omnibus
Incentive Plan, as amended and restated effective April 1, 2009 (the “Plan”), as
follows:

       

      
        	
                1.  

              	
                PURPOSE

              


      

       

      The Plan is intended to enhance the
Company’s and its Affiliates’ (as defined herein) ability to attract and retain
highly qualified officers, directors, key employees, and other persons, and to
motivate such persons to serve the Company and its Affiliates and to expend
maximum effort to improve the business results and earnings of the Company, by
providing to such persons an opportunity to acquire or increase a direct
proprietary interest in the operations and future success of the Company. To this end,
the Plan provides for the grant of stock options, stock appreciation rights,
restricted stock, stock units, unrestricted stock, dividend equivalent rights
and cash awards.  Any of these awards may, but need not, be made as
performance incentives to reward attainment of annual or long-term performance
goals in accordance with the terms hereof.  Stock options granted
under the Plan may be non-qualified stock options or incentive stock options, as
provided herein, except
that stock options granted to outside directors and any consultants or advisers
providing services to the Company or an Affiliate shall in all cases be
non-qualified stock options.

       

      
        	
                2.  

              	
                DEFINITIONS

              


      

       

      For purposes of interpreting the Plan
and related documents (including Award Agreements), the following definitions
shall apply:

      


      2.1 “Affiliate” means, with respect to
the Company, any company or other trade or business that controls, is controlled
by or is under common control with the Company within the meaning of Rule 405 of
Regulation C under the Securities Act, including, without limitation, any
Subsidiary.  For purposes of granting stock options or stock
appreciation rights, an entity may not be considered an Affiliate unless the
Company holds a “controlling interest” in such entity, where the term
“controlling interest” has the same meaning as provided in Treasury Regulation
1.414(c)-2(b)(2)(i), provided that the language “at least 50 percent” is used
instead of “at least 80 percent” and, provided further, that where granting of
stock options or stock appreciation rights is based upon a legitimate business
criteria, the language “at least 20 percent” is used instead of “at least 80
percent” each place it appears in Treasury Regulation
1.414(c)-2(b)(2)(i).

      


      2.2 “Annual Incentive Award” means
an Award made subject to attainment of performance goals (as described in Section
14) over a performance period of up to one year (the
Company’s fiscal year, unless otherwise specified by the
Committee).

      


      2.3 “Award” means a grant of an
Option, Stock Appreciation Right, Restricted Stock, Unrestricted Stock, Stock
Unit, Dividend Equivalent Rights, or cash award under the
Plan.

      


      2.4 “Award Agreement” means the
written agreement between the Company and a Grantee that evidences and sets out
the terms and conditions of an Award.

      


      2.5 “Benefit Arrangement” shall
have the meaning set forth in Section 15 hereof.

      


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

      


      2.7 “Cause” means, as determined by
the Board and unless otherwise provided in an applicable agreement with the
Company or an Affiliate, (i) gross negligence or willful misconduct in
connection with the performance of duties; (ii) plea of a felony or
conviction of a criminal offense (other than minor traffic offenses); or
(iii) material breach of any term of any employment, consulting or other
services, confidentiality, intellectual property or non-competition agreements,
if any, between the Service Provider and the Company or an
Affiliate.

      


      2.8 “Code” means the Internal
Revenue Code of 1986, as now in effect or as hereafter amended.

      


      2.9 “Committee” means a committee
of, and designated from time to time by resolution of, the Board, which shall be
constituted as provided in Section 3.2.

      


      
        
          
             


          

          
            1

            
              

            

          

          
             


          

        

      

      


      2.10 “Company” means Double-Take
Software, Inc.

      


      2.11 “Corporate Transaction” means
(i) the dissolution or liquidation of the Company or a merger, consolidation, or
reorganization of the Company with one or more other entities in which the
Company is not the surviving entity, (ii) a sale of substantially all of the
assets of the Company to another person or entity, or (iii) any transaction
(including without limitation a merger or reorganization in which the Company is
the surviving entity) which results in any person or entity (other than persons
who are stockholders or Affiliates immediately prior to the transaction) owning
80% or more of the combined voting power of all classes of stock of the
Company.

       

      2.12 “Covered Employee” means a
Grantee who is a covered employee within the meaning of Section 162(m)(3) of the
Code.

       

      2.13 “Disability” means the Grantee
is unable to perform each of the essential duties of such Grantee's position by
reason of a medically determinable physical or mental impairment which is
potentially permanent in character or which can be expected to last for a
continuous period of not less than 12 months; provided, however, that, with
respect to rules regarding expiration of an Incentive Stock Option following
termination of the Grantee's Service, Disability shall mean the Grantee is
unable to engage in any substantial gainful activity by reason of a medically
determinable physical or mental impairment which can be expected to result in
death or which has lasted or can be expected to last for a continuous period of
not less than 12 months.

       

      2.14 “Dividend Equivalent Right”
means a right, granted to a Grantee under Section 13 hereof, to receive cash,
Stock, other Awards or other property equal in value to dividends paid with
respect to a specified number of shares of Stock, or other periodic
payments.

       

      2.15 “Effective Date” means
September 14, 2006, the date the Plan was originally approved by the
Board.

      


      2.16 “Exchange Act” means the
Securities Exchange Act of 1934, as now in effect or as hereafter
amended.

      


      2.17 “Fair
Market Value” means the value of a share of Stock, determined as
follows:  if on the Grant Date or other determination date the Stock
is listed on an established national or regional stock exchange, or is publicly
traded on an established securities market, the Fair Market Value of a share of
Stock shall be the closing price of the Stock on such exchange or in such market
(if there is more than one such exchange or market the Board shall determine the
appropriate exchange or market) on the Grant Date or such other determination
date (or if there is no such reported closing price, the Fair Market Value shall
be the mean between the highest bid and lowest asked prices or between the high
and low sale prices on such trading day) or, if no sale of Stock is reported for
such trading day, on the next preceding day on which any sale shall have been
reported. If the Stock is not listed on such an exchange or traded on such a
market, Fair Market Value shall be the value of the Stock as determined by the
Board by the reasonable application of a reasonable valuation method, in a
manner consistent with Code Section 409A.

       

      2.18 “Family Member” means a person
who is a spouse, former spouse, child, stepchild, grandchild, parent,
stepparent, grandparent, niece, nephew, mother-in-law, father-in-law,
son-in-law, daughter-in-law, brother, sister, brother-in-law, or sister-in-law,
including adoptive relationships, of the Grantee, any person sharing the
Grantee’s household (other than a tenant or employee), a trust in which any one
or more of these persons have more than fifty percent of the beneficial
interest, a foundation in which any one or more of these persons (or the
Grantee) control the management of assets, and any other entity in which one or
more of these persons (or the Grantee) own more than fifty percent of the voting
interests.

      


      2.19 “Grant Date” means, as
determined by the Board, the latest to occur of (i) the date as of which
the Board approves an Award, (ii) the date on which the recipient of an Award
first becomes eligible to receive an Award under Section 6 hereof, or (iii) such other
date as may be specified by the Board.

      


      2.20 “Grantee” means a person who
receives or holds an Award under the Plan.

      


      2.21 “Incentive Stock Option” means
an “incentive stock option” within the meaning of Section 422 of the Code, or
the corresponding provision of any subsequently enacted tax statute, as amended
from time to time.

      


      2.22 “Non-qualified Stock Option”
means an Option that is not an Incentive Stock Option.

      


      2.23 “Option” means an option to
purchase one or more shares of Stock pursuant to the Plan.

      


      
        
          
             


          

          
            2

            
              

            

          

          
             


          

        

      

      


      


      2.24 “Option Price” means the
exercise price for each share of Stock subject to an Option.

      


      2.25 “Other Agreement” shall have
the meaning set forth in Section 15 hereof.

      


      2.26 “Outside Director” means a
member of the Board who is not an officer or employee of the
Company.

      


      2.27 “Performance Award” means an
Award made subject to the attainment of performance goals (as described in Section 14) over a performance period
of up to ten (10) years.

       

      2.28 “Plan” means this Double-Take
Software 2006 Omnibus Incentive Plan, as amended and restated effective April 1,
2009.

      


      2.29 “Purchase Price” means the
purchase price for each share of Stock pursuant to a grant of Restricted Stock,
Unrestricted Stock or Stock Unit.

      


      2.30 “Reporting Person” means a
person who is required to file reports under Section 16(a) of the Exchange
Act.

      


      2.31 “Restricted Stock” means
shares of Stock, awarded to a Grantee pursuant to Section 10 hereof.

      


      2.32 “SAR Exercise Price” means the
per share exercise price of an SAR granted to a Grantee under Section 9 hereof.

      


      2.33 “Securities Act” means the
Securities Act of 1933, as now in effect or as hereafter amended.

      


      2.34 “Service” means service as a
Service Provider to the Company or an Affiliate.  Unless otherwise
stated in the applicable Award Agreement, a Grantee's change in position or
duties shall not result in interrupted or terminated Service, so long as such
Grantee continues to be a Service Provider to the Company or an
Affiliate.  Subject to the preceding sentence, whether a termination
of Service shall have occurred for purposes of the Plan shall be determined by
the Board, which determination shall be final, binding and
conclusive.

      


      2.35 “Service Provider” means an
employee, officer or director of the Company or an Affiliate, or a consultant or
adviser (who is a natural person) currently providing services to the Company or
an Affiliate.

      


      2.36 “Stock” means the common
stock, par value $0.001 per share, of the Company.

      


      2.37 “Stock Appreciation Right” or
“SAR” means a right
granted to a Grantee under Section 9 hereof.

      


      2.38 “Stock Unit” means a
bookkeeping entry representing the equivalent of one share of Stock awarded to a
Grantee pursuant to Section
10
hereof.

      


      2.39 “Subsidiary” means any
“subsidiary corporation” of the Company within the meaning of Section 424(f) of
the Code.

      


      2.40 “Substitute Awards” means
Awards granted upon assumption of, or in substitution for, outstanding awards
previously granted by a company or other entity acquired by the Company or any
Affiliate or with which the Company or any Affiliate combines.

      


      2.41 “Ten Percent Stockholder”
means an individual who owns more than ten percent (10%) of the total combined
voting power of all classes of outstanding stock of the Company, its parent or
any of its Subsidiaries.  In determining stock ownership, the
attribution rules of Section 424(d) of the Code shall be applied.

       

      2.42  “Unrestricted Stock”
means an Award pursuant to Section 11 hereof.

       

       

      
        	
                3.  

              	
                ADMINISTRATION
      OF THE PLAN

              


      

       

       

      
        	
                3.1.       

              	
                Board.

              


      

       

      The Board shall have such powers and
authorities related to the administration of the Plan as are consistent with the
Company’s certificate of incorporation and by-laws and applicable
law.  The Board shall have full power and authority to take all
actions and to make all determinations required or provided for under the Plan,
any Award or any Award Agreement, and shall have full power and authority to
take all such other actions and make all such other determinations not
inconsistent with the specific terms and provisions of the Plan that the Board
deems to be

      


      
        
          
             


          

          
            3

            
              

            

          

          
             


          

        

      

      


      necessary
or appropriate to the administration of the Plan, any Award or any Award
Agreement.  All such actions and determinations shall be by the
affirmative vote of a majority of the members of the Board present at a meeting
or by unanimous consent of the Board executed in writing in accordance with the
Company’s certificate of incorporation and by-laws and applicable
law.  The interpretation and construction by the Board of any
provision of the Plan, any Award or any Award Agreement shall be final, binding
and conclusive.

       

      
        	
                3.2.   
         

              	
                Committee.

              


      

       

      The Board from time to time may
delegate to the Committee such powers and authorities related to the
administration and implementation of the Plan, as set forth in Section 3.1 above and other applicable
provisions, as the Board shall determine, consistent with the certificate of incorporation and
by-laws of the Company and applicable law.

      


      (i)        Except
as provided in Subsection (ii) and except as the Board may otherwise determine,
the Committee, if any, appointed by the Board to administer the Plan shall
consist of two or more Outside Directors of the Company who: (a) qualify as
“outside directors” within the meaning of Section 162(m) of the Code; (b) meet
such other requirements as may be established from time to time by the
Securities and Exchange Commission for plans intended to qualify for exemption
under Rule 16b-3 (or its successor) under the Exchange Act; and (c) comply with
the independence requirements of the stock exchange on which the Common Stock is
listed.

      


      (ii)        The
Board may also appoint one or more separate committees of the Board, each
composed of one or more directors of the Company who need not be Outside
Directors, who may administer the Plan with respect to employees or other
Service Providers who are not officers or directors of the Company, may grant
Awards under the Plan to such employees or other Service Providers, and may
determine all terms of such Awards.

      


      In the
event that the Plan, any Award or any Award Agreement entered into hereunder
provides for any action to be taken by or determination to be made by the Board,
such action may be taken or such determination may be made by the Committee if
the power and authority to do so has been delegated to the Committee by the
Board as provided for in this Section.  Unless otherwise expressly
determined by the Board, any such action or determination by the Committee shall
be final, binding and conclusive.  To the extent permitted by law, the
Committee may delegate its authority under the Plan to a member of the
Board.

       

      
        	
                3.3.    
        

              	
                Terms
      of Awards.

              


      

       

      Subject to the other terms and
conditions of the Plan, the Board shall have full and final authority
to:

      


      (i)          designate
Grantees,

       

      (ii)         determine
the type or types of Awards to be made to a Grantee,

       

      (iii)        determine
the number of shares of Stock to be subject to an Award,

       

      (iv)        establish
the terms and conditions of each Award (including, but not limited to, the
exercise price of any Option, the nature and duration of any restriction or
condition (or provision for lapse thereof) relating to the vesting, exercise,
transfer, or forfeiture of an Award or the shares of Stock subject thereto, the
treatment of an Award in the event of a change of control, and any terms or
conditions that may be necessary to qualify Options as Incentive Stock
Options),

       

      (v)         prescribe
the form of each Award Agreement evidencing an Award, and

       

      (vi)        amend,
modify, or supplement the terms of any outstanding Award.  Such
authority specifically includes the authority, in order to effectuate the
purposes of the Plan but without amending the Plan, to make or modify Awards to
eligible individuals who are foreign nationals or are individuals who are
employed outside the United States to recognize differences in local law,
tax policy, or custom.  Notwithstanding the foregoing, no amendment,
modification or supplement of any Award shall, without the consent of the
Grantee, impair the Grantee’s rights under such Award.

       

      The
Company may retain the right in an Award Agreement to cause a forfeiture of the
gain realized by a Grantee on account of actions taken by the Grantee in
violation or breach of or in conflict with any employment

       

      


      
        
          
             


          

          
            4

            
              

            

          

          
             


          

        

      

      


      agreement,
non-competition agreement, any agreement prohibiting solicitation of employees
or clients of the Company or any Affiliate thereof or any
confidentiality obligation with respect to the Company or any Affiliate thereof or otherwise in
competition with the Company or any Affiliate thereof, to the extent specified
in such Award Agreement applicable to the Grantee.  Furthermore, the
Company may terminate and cause the forfeiture of an Award if the Grantee is an
employee of the Company or an Affiliate thereof and is terminated for Cause as
defined in the applicable Award Agreement or the Plan, as
applicable.

       

      Furthermore,
if the Company is required to prepare an accounting restatement due to the
material noncompliance of the Company, as a result of misconduct, with any
financial reporting requirement under the securities laws, the individuals
subject to automatic forfeiture under Section 304 of the Sarbanes-Oxley Act of
2002 and any Grantee who knowingly engaged in the misconduct, was grossly
negligent in engaging in the misconduct, knowingly failed to prevent the
misconduct or was grossly negligent in failing to prevent the misconduct, shall
reimburse the Company the amount of any payment in settlement of an Award earned
or accrued during the 12-month period following the first public issuance or
filing with the United States Securities and Exchange Commission (whichever
first occurred) of the financial document that contained such material
noncompliance.

       

      Notwithstanding
any other provision of this Plan or any provision of any Award Agreement, if the
Company is required to prepare an accounting restatement, then Grantees shall
forfeit any cash or Stock received in connection with an Award with a Grant Date
on or after May  14,
2009 (or an amount equal to the fair market value of such Stock on the
date of delivery if the Grantee no longer holds the shares of Stock) if pursuant
to the terms of the Award Agreement for such Award, the amount of the Award
earned or the vesting in the Award was explicitly based on the achievement of
pre-established performance goals set forth in the Award Agreement (including
earnings, gains, or other criteria) that are later determined, as a result of
the accounting restatement, not to have been achieved.

       

       

      3.4        No
Repricing.

       

      Other
than pursuant to Section 17
and except in connection with a Corporate Transaction involving the
Company and/or any stock dividend, stock split, extraordinary cash dividend,
recapitalization, reorganization, merger, consolidation, split-up, spin-off,
combination, or exchange of shares, notwithstanding any other provision in the
Plan to the contrary, the terms of outstanding Options or SARs may not be
amended without stockholder approval to (i) reduce their Option Price or SAR
Exercise Price, as applicable or (ii) cancel, exchange, substitute, buyout or
surrender such outstanding Options or SARs in exchange for cash, other Awards or
Options or SARs with an Option Price or SAR Exercise Price, as applicable, that
is less than the Option Price or SAR Exercise Price, as applicable, of the
original Options or SARs.

       

       

      3.5        Deferral
Arrangement.

       

      The Board
may permit or require the deferral of any award payment into a deferred
compensation arrangement, subject to such rules and procedures as it may
establish, which may include provisions for the payment or crediting of interest
or dividend equivalents, including converting such credits into deferred Stock
equivalents.  Any such deferrals shall be made in a manner that
complies with Code Section 409A.

       

       

      
        	
                                3.6  

              	
                No
      Liability.

              


      

       

      No member of the Board or of the
Committee shall be liable for any action or determination made in good faith
with respect to the Plan or any Award or Award Agreement.

       

      
        	
                                3.7  

              	
                Share
      Issuance/Book-Entry.

              


      

       

      Notwithstanding any provision of this
Plan to the contrary, the issuance of the Stock under the Plan may be evidenced
in such a manner as the Board, in its discretion, deems appropriate, including,
without limitation, book-entry registration or issuance of one or more Stock
certificates.

      


      
        
          
             


          

          
            5

            
              

            

          

          
             


          

        

      

      


      


       

      
        	
                4.  

              	
                STOCK
      SUBJECT TO THE PLAN

              


      

       

       

      4.1        Number
of Shares Available for Awards.

       

      Subject to adjustment as provided in
Section 17 hereof, the number of
shares of Stock available for issuance under the Plan shall be 4,553,061;
provided however, that such number shall be increased by a number of shares of
Stock equal to the number of Shares of Stock subject to option awards that were
previously granted pursuant to the Company’s 2003 Employee Stock Option Plan
that after the effectiveness of the Company’s initial public offering are either
forfeited or not purchased pursuant to the terms of the applicable option award
agreement.  Notwithstanding the preceding sentence and also subject to
adjustment as provided in Section 17 hereof, the aggregate
number of shares of Stock that may be issued as Incentive Stock Options shall
not exceed 4,553,061.  Stock issued or to be issued under the Plan
shall be authorized but unissued shares; or, to the extent permitted by
applicable law, issued shares that have been reacquired by the
Company.

      


       

      4.2        Adjustments
in Authorized Shares.

       

      The Board shall have the right to
substitute or assume Awards in connection with mergers, reorganizations,
separations, or other transactions to which Section 424(a) of the Code applies.
The number of shares of Stock reserved pursuant to Section 4 shall be increased
by the corresponding number of Awards assumed and, in the case of a
substitution, by the net increase in the number of shares of Stock subject to
Awards before and after the substitution.

      


       

      4.3        Share
Usage.

       

      Shares of Stock covered by an Award
shall be counted as used as of the Grant Date.  Any shares of Stock
that are subject to Awards as of the Amendment and Restatement Date shall be
counted against the limit set forth in Section 4.1 as one share of
Stock for every one share of Stock subject to the Award.  Any shares
of Stock that are subject to Awards of Options made on or after the Amendment
and Restatement Date shall be counted against the limit set forth in Section 4.1 as one share of
Stock for every one share of Stock subject to an award of
Options.  With respect to SARs, the number of shares of Stock subject
to an award of SARs will be counted against the aggregate number of shares of
Stock available for issuance under the Plan regardless of the number of shares
of Stock actually issued to settle the SAR upon exercise.  Any shares
of Stock that are subject to Awards other than Options or SARs made after the
Amendment and Restatement Date shall be counted against the limit set forth in
Section 4.1 as 1.29
shares of Stock for every one share of Stock granted.  If any shares
covered by an Award are not purchased or are forfeited or expire, or if an Award
otherwise terminates without delivery of any Stock subject thereto or is settled
in cash in lieu of shares, then the number of shares of Stock counted against
the aggregate number of shares available under the Plan with respect to such
Award shall, to the extent of any such forfeiture, termination or expiration,
again be available for making Awards under the Plan in the same amount as such
shares of Stock were counted against the limit set forth in Section 4.1, provided that any
shares of Stock covered by an Award granted under the Company’s 2003 Employee
Stock Option Plan will again be available for making Awards under the Plan in
the same amount as such shares of Stock were counted against the limits set
forth in such plan.  The number of shares of Stock available for
issuance under the Plan shall not be increased by (i) any shares of Stock
tendered or withheld or Award surrendered in connection with the purchase of
shares of Stock upon exercise of an Option, or (ii) any shares of Stock deducted
or delivered from an Award payment in connection with the Company’s tax
withholding obligations.

       

      
        	
                5.  

              	
                EFFECTIVE
      DATE, DURATION AND AMENDMENTS

              


      

       

       

      
        	
                               
      5.1.  

              	
                Effective
      Date.

              


      

       

      The Plan was originally effective as
of the Effective Date and was approved by the Company’s stockholders on November
2, 2006. The Plan as herein amended and restated shall be effective as of April
1, 2009 (the “Amendment and Restatement Date”), subject to approval of the Plan
by the Company’s stockholders within one year of that date.  Upon
approval of the Plan by the stockholders of the Company as set forth above, all
Awards made under the Plan on or after the Amendment and Restatement Date shall
be fully effective as if the stockholders of the Company had approved the Plan
on the Amendment and Restatement Date.  If the stockholders fail to
approve the

      


      
        
          
             


          

          
            6

            
              

            

          

          
             


          

        

      

      


      Plan
within one year of the Amendment and Restatement Date, any Awards made hereunder
in excess of the number of shares available for Awards under the Plan prior to
its amendment and restatement shall be null and void and of no effect, and the
applicable terms of the Plan shall be the terms in effect immediately prior to
the Amendment and Restatement Date.

      


       

      
        	
                5.2.       

              	
                Term.

              


      

       

      The Plan shall terminate
automatically ten (10) years after May 14, 2009, the date the stockholders
of the Company have approved the amendment and restatement of the plan, and may
be terminated on any earlier date as provided in Section 5.3.

       

      
        	
                5.3.     
       

              	
                Amendment
      and Termination of the Plan.

              


      

       

      The Board may, at any time and from
time to time, amend, suspend, or terminate the Plan as to any shares of Stock as
to which Awards have not been made.  An amendment shall be contingent
on approval of the Company’s stockholders to the extent stated by the Board,
required by applicable law or required by applicable stock exchange listing
requirements.  In addition, an amendment will be contingent on
approval of the Company’s stockholders if the amendment would: (i) materially
increase the benefits accruing to participants under the Plan, (ii) materially
increase the aggregate number of shares of Stock that may be issued under the
Plan, or (iii) materially modify the requirements as to eligibility for
participation in the Plan.  No Awards shall be made after termination
of the Plan.  No amendment, suspension, or termination of the Plan
shall, without the consent of the Grantee, impair rights or obligations under
any Award theretofore awarded under the Plan.

      


       

      
        	
                6.  

              	
                AWARD
      ELIGIBILITY AND LIMITATIONS

              


      

       

       

      
        	
                6.1.     
       

              	
                Service
      Providers and Other Persons.

              


      

       

      Subject to this Section 6, Awards may be made under
the Plan to: (i)  any Service Provider to the Company or of any
Affiliate, including any Service Provider who is an officer or director of the
Company, or of any Affiliate, as the Board shall determine and designate from
time to time and (ii) any other individual whose participation in the Plan is
determined to be in the best interests of the Company by the Board.

       

      
        	
                6.2.     
       

              	
                Successive
      Awards and Substitute Awards.

              


      

       

      An eligible person may receive more
than one Award, subject to such restrictions as are provided
herein.  Notwithstanding Sections 8.1 and 9.1, the Option Price of an
Option or the SAR Exercise Price of a SAR that is a Substitute Award may be less
than 100% of the Fair Market Value of a share of Common Stock on the original
date of grant; provided, that, the Option Price or SAR Exercise Price is
determined in accordance with the principles of Code Section 424 and the
regulations thereunder.

       

      
        	
                6.3.     
       

              	
                Limitation
      on Shares of Stock Subject to Awards and Cash
  Awards.

              


      

       

      During any time when the Company has
a class of equity security registered under Section 12 of the Exchange
Act:

      


        (i) the maximum number of
shares of Stock subject to Options or SARs that can be awarded under the Plan to
any person eligible for an Award under Section 6 hereof is 1,061,224 per
calendar year;

      


        (ii) the maximum number
of shares that can be awarded under the Plan, other than pursuant to an Option
or SAR, to any person eligible for an Award under Section 6 hereof is 1,061,224 per
calendar year; and

      


        (iii) the maximum amount
that may be earned as an Annual Incentive Award or other cash Award in any
calendar year by any one Grantee shall be $3 million and the maximum amount that
may be earned as a Performance Award or other cash Award in respect of a
performance period greater than one year by any one Grantee shall be $6
million.

      


      The preceding limitations in this
Section 6.3 are subject to adjustment
as provided in Section
17
hereof.

      


      
        
          
             


          

          
            7

            
              

            

          

          
             


          

        

      

      


      


       

      
        	
                7.  

              	
                AWARD
      AGREEMENT

              


      

       

      Each Award granted pursuant to the
Plan shall be evidenced by an Award Agreement, in such form or forms as the
Board shall from time to time determine.  Award Agreements granted
from time to time or at the same time need not contain similar provisions but
shall be consistent with the terms of the Plan.  Each Award Agreement
evidencing an Award of Options shall specify whether such Options are intended
to be Non-qualified Stock Options or Incentive Stock Options, and in the absence
of such specification such Options shall be deemed Non-qualified Stock
Options.

       

      
        	
                8.  

              	
                TERMS
      AND CONDITIONS OF OPTIONS

              


      

       

       

      
        	
                8.1.    
        

              	
                Option
      Price.

              


      

       

      The Option Price of each Option shall
be fixed by the Board and stated in the Award Agreement evidencing such
Option.  Except in the case of Substitute Awards, the Option Price of
each Option shall be at least the Fair Market Value on the Grant Date of a share
of Stock; provided, however, that in the
event that a Grantee is a Ten Percent Stockholder, the Option Price of an Option
granted to such Grantee that is intended to be an Incentive Stock Option shall
be not less than 110 percent of the Fair Market Value of a share of Stock on the
Grant Date.   In no case shall the Option Price of any Option be
less than the par value of a share of Stock.

      


       

      
        	
                8.2.     
       

              	
                Vesting.

              


      

       

      Subject to Sections 8.3 and 17.3 hereof, each Option
granted under the Plan shall become exercisable at such times and under such
conditions as shall be determined by the Board and stated in the Award
Agreement.  For purposes of this Section 8.2, fractional numbers of
shares of Stock subject to an Option shall be rounded down to the next nearest
whole number.

       

       

      
        	
                8.3.    
        

              	
                Term.

              


      

       

      Each Option granted under the Plan
shall terminate, and all rights to purchase shares of Stock thereunder shall
cease, (i) upon the expiration of ten years from the date such Option is
granted, (ii) upon the expiration of eleven years from the date such Option is
granted if the Grantee terminates Service due to death in the tenth year of the
Option’s term, or
(iii) under such circumstances and on such date prior thereto as is set forth in
the Plan or as may be fixed by the Board and stated in the Award Agreement
relating to such Option; provided, however, that in the
event that the Grantee is a Ten Percent Stockholder, an Option granted to such
Grantee that is intended to be an Incentive Stock Option shall not be
exercisable after the expiration of five years from its Grant Date.

       

      
        	
                8.4.     
       

              	
                Termination
      of Service.

              


      

       

      Each
Award Agreement shall set forth the extent to which the Grantee shall have the
right to exercise the Option following termination of the Grantee’s
Service.  Such provisions shall be determined in the sole discretion
of the Board, need not be uniform among all Options issued pursuant to the Plan,
and may reflect distinctions based on the reasons for termination of
Service.

       

       

      
        	
                8.5.     
       

              	
                Limitations
      on Exercise of Option.

              


      

       

      Notwithstanding any other provision
of the Plan, in no event may any Option be exercised, in whole or in part, prior
to the date the Plan is approved by the stockholders of the Company as provided
herein or after the occurrence of an event referred to in Section 17 hereof which results in
termination of the Option.

       

      
        	
                8.6.     
       

              	
                Method
      of Exercise.

              


      

       

      Subject to the terms of Article 12 and Section 18.3, an Option that
is exercisable may be exercised by the Grantee’s delivery to the Company of
written notice of exercise on any business day, at the Company’s principal
office, on the form specified by the Company.  Such notice shall
specify the number of shares of Stock with respect to which the Option is being
exercised and shall be accompanied by payment in full of the Option Price of the
shares for which the Option is being exercised plus the amount (if any) of
federal and/or other taxes which the Company may, in its judgment, be required
to withhold with respect to an Award.

      


      
        
          
             


          

          
            8

            
              

            

          

          
             


          

        

      

      


       

      
        	
                8.7.     
       

              	
                Rights
      of Holders of Options.

              


      

       

      Unless otherwise stated in the
applicable Award Agreement, an individual holding or exercising an Option shall
have none of the rights of a stockholder (for example, the right to receive cash
or dividend payments or distributions attributable to the subject shares of
Stock or to direct the voting of the subject shares of Stock ) until the shares
of Stock covered thereby are fully paid and issued to him.  Except as
provided in Section 17 hereof, no adjustment shall
be made for dividends, distributions or other rights for which the record date
is prior to the date of such issuance.

       

      
        	
                8.8.    
        

              	
                Delivery
      of Stock Certificates.

              


      

       

      Promptly after the exercise of an
Option by a Grantee and the payment in full of the Option Price, such Grantee
shall be entitled to the issuance of a stock certificate or certificates
evidencing his or her ownership of the shares of Stock subject to the
Option.

       

      
        	
                8.9.    
        

              	
                Transferability
      of Options.

              


      

       

      Except as provided in Section 8.10, during the lifetime of a
Grantee, only the Grantee (or, in the event of legal incapacity or incompetency,
the Grantee's guardian or legal representative) may exercise an
Option.  Except as provided in Section 8.10, no Option shall be
assignable or transferable by the Grantee to whom it is granted, other than by
will or the laws of descent and distribution.

       

      
        	
                8.10.   
       

              	
                Family
      Transfers.

              


      

       

      If authorized in the applicable Award
Agreement, a Grantee may transfer, not for value, all or part of an Option which
is not an Incentive Stock Option to any Family Member.  For the
purpose of this Section
8.10, a “not for
value” transfer is a transfer which is (i) a gift, (ii) a transfer under a
domestic relations order in settlement of marital property rights; or (iii) a
transfer to an entity in which more than fifty percent of the voting interests
are owned by Family Members (or the Grantee) in exchange for an interest in that
entity.  Following a transfer under this Section 8.10, any such Option shall
continue to be subject to the same terms and conditions as were applicable
immediately prior to transfer.  Subsequent transfers of transferred
Options are prohibited except to Family Members of the original Grantee in
accordance with this Section 8.10 or by will or the laws of
descent and distribution.  The events of termination of Service of
Section 8.4 hereof shall continue to
be applied with respect to the original Grantee, following which the Option
shall be exercisable by the transferee only to the extent, and for the periods
specified, in Section
8.4.

      


       

      
        	
                8.11.   
       

              	
                Limitations
      on Incentive Stock Options.

              


      

       

      An Option shall constitute an
Incentive Stock Option only (i) if the Grantee of such Option is an employee of
the Company or any Subsidiary of the Company; (ii) to the extent specifically
provided in the related Award Agreement; and (iii) to the extent that the
aggregate Fair Market Value (determined at the time the Option is granted) of
the shares of Stock with respect to which all Incentive Stock Options held by
such Grantee become exercisable for the first time during any calendar year
(under the Plan and all other plans of the Grantee’s employer and its
Affiliates) does not exceed $100,000.  This limitation shall be
applied by taking Options into account in the order in which they were
granted.

      


       

      
        	
                8.12.   
       

              	
                Notice
      of Disqualifying Disposition.

              


      

       

      If any Grantee shall make any
disposition of shares of Stock issued pursuant to the exercise of an Incentive
Stock Option under the circumstances described in Code Section 421(b) (relating
to certain disqualifying dispositions), such Grantee shall notify the Company of
such disposition within ten days thereof.

      


      
        
          
             


          

          
            9

            
              

            

          

          
             


          

        

      

      


       

      
        	
                9.  

              	
                TERMS
      AND CONDITIONS OF STOCK APPRECIATION
RIGHTS

              


      

       

       

      
        	
                9.1.     
       

              	
                Right
      to Payment and Grant Price.

              


      

       

      A SAR shall confer on the Grantee to
whom it is granted a right to receive, upon exercise thereof, the excess of (i)
the Fair Market Value of one share of Stock on the date of exercise over (ii)
the SAR Exercise Price as determined by the Board.  The Award
Agreement for a SAR shall specify the SAR Exercise Price, which shall be at
least the  Fair Market Value of a share of Stock on the date of
grant.  SARs may be granted in conjunction with all or part of an
Option granted under the Plan or at any subsequent time during the term of such
Option, in conjunction with all or part of any other Award or without regard to
any Option or other Award; provided that a SAR that is granted subsequent to the
Grant Date of a related Option must have a SAR Exercise Price that is no less
than the Fair Market Value of one share of Stock on the Option Grant
Date.

       

      
        	
                9.2.     
       

              	
                Other
      Terms.

              


      

       

      The Board shall determine at the date
of grant or thereafter, the time or times at which and the circumstances under
which a SAR may be exercised in whole or in part (including based on achievement
of performance goals and/or future service requirements), the time or times at
which SARs shall cease to be or become exercisable following termination of
Service or upon other conditions, the method of exercise, method of settlement,
form of consideration payable in settlement, method by or forms in which Stock
will be delivered or deemed to be delivered to Grantees, whether or not a SAR
shall be in tandem or in combination with any other Award, and any other terms
and conditions of any SAR.

      


       

                      
9.3       Term.

       

      Each SAR granted under the Plan shall
terminate, and all rights thereunder shall cease, (i) upon the expiration of ten
years from the date such SAR is granted, (ii) upon the expiration of eleven
years from the date such SAR is granted if the Grantee terminates Service due to
death in the tenth year of the SAR’s term, or (iii) under such circumstances and
on such date prior thereto as is set forth in the Plan or as may be fixed by the
Board and stated in the Award Agreement relating to such SAR.

      


       

                      
9.4       Transferability of
SARs.

       

      Except as provided in Section 9.5, during the
lifetime of a Grantee, only the Grantee (or, in the event of legal incapacity or
incompetency, the Grantee's guardian or legal representative) may exercise a
SAR. Except as provided in Section 9.5, no SAR shall be
assignable or transferable by the Grantee to whom it is granted, other than by
will or the laws of descent and distribution.

      


       

      
        	
                 
      

              	
                9.5      
      

              	
                Family
      Transfers.

              


      

       

      If authorized in the applicable Award
Agreement, a Grantee may transfer, not for value, all or part of a SAR to any
Family Member. For the purpose of this Section 9.5, a “not for value”
transfer is a transfer which is (i) a gift, (ii) a transfer under a domestic
relations order in settlement of marital property rights; or (iii) a transfer to
an entity in which more than fifty percent of the voting interests are owned by
Family Members (or the Grantee) in exchange for an interest in that entity.
Following a transfer under this Section 9.5, any such SAR
shall continue to be subject to the same terms and conditions as were applicable
immediately prior to transfer. Subsequent transfers of transferred SARs are
prohibited except to Family Members of the original Grantee in accordance with
this Section 9.5 or by will or the laws of
descent and distribution.

      


       

      
        	
                10.  

              	
                TERMS
      AND CONDITIONS OF RESTRICTED STOCK AND STOCK
  UNITS

              


      

       

       

      
        	
                10.1.   
       

              	
                Grant
      of Restricted Stock or Stock Units.

              


      

       

      Awards of Restricted Stock or Stock
Units may be made for no consideration (other than par value of the shares which
is deemed paid by Services already rendered).

      


      
        
          
             


          

          
            10

            
              

            

          

          
             


          

        

      

      


      


       

      
        	
                10.2.  
        

              	
                Restrictions.

              


      

       

      At the time a grant of Restricted
Stock or Stock Units is made, the Board may, in its sole discretion, establish a
period of time (a “restricted period”) applicable to such Restricted Stock or
Stock Units.  Each Award of Restricted Stock or Stock Units may be
subject to a different restricted period.  The Board may, in its sole
discretion, at the time a grant of Restricted Stock or Stock Units is made,
prescribe restrictions in addition to or other than the expiration of the
restricted period, including the satisfaction of corporate or individual
performance objectives, which may be applicable to all or any portion of the
Restricted Stock or Stock Units in accordance with Section 14.1 and 14.2.  Neither
Restricted Stock nor Stock Units may be sold, transferred, assigned, pledged or
otherwise encumbered or disposed of during the restricted period or prior to the
satisfaction of any other restrictions prescribed by the Board with respect to
such Restricted Stock or Stock Units.

      


       

      
        	
                10.3.   
       

              	
                Restricted
      Stock Certificates.

              


      

       

      The Company shall issue, in the name
of each Grantee to whom Restricted Stock has been granted, stock certificates
representing the total number of shares of Restricted Stock granted to the
Grantee, as soon as reasonably practicable after the Grant Date.  The
Board may provide in an Award Agreement that either (i)  the Secretary
of the Company shall hold such certificates for the Grantee’s benefit until such
time as the Restricted Stock is forfeited to the Company or the restrictions
lapse, or (ii)  such certificates shall be delivered to the Grantee,
provided, however, that such
certificates shall bear a legend or legends that comply with the applicable
securities laws and regulations and makes appropriate reference to the
restrictions imposed under the Plan and the Award Agreement.

       

      
        	
                10.4.  
        

              	
                Rights
      of Holders of Restricted Stock.

              


      

       

      Holders of Restricted Stock shall
have the right to vote such Stock and the right to receive any dividends
declared or paid with respect to such Stock.  The Board may provide
that any dividends paid on Restricted Stock must be reinvested in shares of
Stock, which may or may not be subject to the same vesting conditions and
restrictions applicable to such Restricted Stock, or may be held in escrow until
such time, if at all, that the vesting conditions applicable to such Restricted
Stock have been satisfied.  All distributions, if any, received by a
Grantee with respect to Restricted Stock as a result of any stock split, stock
dividend, combination of shares, or other similar transaction shall be subject
to the restrictions applicable to the original Grant.

       

      
        	
                10.5.   
       

              	
                Rights
      of Holders of Stock Units.

              


      

       

      
        	
                10.5.1.  

              	
                  Voting
      and Dividend Rights.

              


      

       

      Holders of Stock Units shall have no
rights as stockholders of the Company.  The Board may provide in an
Award Agreement evidencing a grant of Stock Units that the holder of such Stock
Units shall be entitled to receive, upon the Company’s payment of a cash
dividend on its outstanding Stock, a cash payment for each Stock Unit held equal
to the per-share dividend paid on the Stock.  Such Award Agreement may
also provide that such cash payment will be deemed reinvested in additional
Stock Units at a price per unit equal to the Fair Market Value of a share of
Stock on the date that such dividend is paid.

      


      
        	
                10.5.2.  

              	
                  Creditor’s
      Rights.

              


      

       

      A holder of Stock Units shall have no
rights other than those of a general creditor of the Company.  Stock
Units represent an unfunded and unsecured obligation of the Company, subject to
the terms and conditions of the applicable Award Agreement.

       

      
        	
                10.6.  
        

              	
                Termination
      of Service.

              


      

       

      Unless the Board otherwise provides
in an Award Agreement or in writing after the Award Agreement is issued, upon
the termination of a Grantee’s Service, any Restricted Stock or Stock Units held
by such Grantee that have not vested, or with respect to which all applicable
restrictions and conditions have not lapsed, shall immediately be deemed
forfeited.  Upon forfeiture of Restricted Stock or Stock Units, the
Grantee shall have

      


      
        
          
             


          

          
            11

            
              

            

          

          
             


          

        

      

      


      no
further rights with respect to such Award, including but not limited to any
right to vote Restricted Stock or any right to receive dividends with respect to
shares of Restricted Stock or Stock Units.

      


       

      
        	
                10.7.   
       

              	
                Purchase
      of Restricted Stock and Shares Subject to Stock
  Units.

              


      

       

      The
Grantee shall be required, to the extent required by applicable law, to purchase
the Restricted Stock or shares of Stock subject to vested Stock Units from the
Company at a Purchase Price equal to the greater of (i) the aggregate par value
of the shares of Stock represented by such Restricted Stock or Stock Units or
(ii) the Purchase Price, if any, specified in the Award Agreement relating to
such Restricted Stock or Stock Units.  The Purchase Price shall be
payable in a form described in Section 12 or, in the discretion of
the Board, in consideration for past Services rendered to the Company or an
Affiliate.

       

       

      
        	
                10.8.   
       

              	
                Delivery
      of Stock.

              


      

       

      Upon the expiration or termination of
any restricted period and the satisfaction of any other conditions prescribed by
the Board, the restrictions applicable to shares of Restricted Stock or Stock
Units settled in Stock shall lapse, and, unless otherwise provided in the Award
Agreement, a stock certificate for such shares shall be delivered, free of all
such restrictions, to the Grantee or the Grantee’s beneficiary or estate, as the
case may be.  Neither the Grantee, nor the Grantee’s beneficiary or
estate, shall have any further rights with regard to a Stock Unit once the share
of Stock represented by the Stock Unit has been delivered.

      


       

      
        	
                11.  

              	
                TERMS
      AND CONDITIONS OF UNRESTRICTED STOCK
AWARDS

              


      

       

      The Board may, in its sole discretion,
grant (or sell at par value or such other higher Purchase Price determined by
the Board) an Unrestricted Stock Award to any Grantee pursuant to which such
Grantee may receive shares of Stock free of any restrictions (“Unrestricted
Stock”) under the Plan.  Unrestricted Stock Awards may be granted or
sold as described in the preceding sentence in respect of past services and
other valid consideration, or in lieu of, or in addition to, any cash
compensation due to such Grantee.

       

       

      
        	
                12.  

              	
                FORM
      OF PAYMENT FOR OPTIONS AND RESTRICTED
STOCK

              


      

       

       

      
        	
                12.1.   
       

              	
                General
      Rule.

              


      

       

      Payment
of the Option Price for the shares purchased pursuant to the exercise of an
Option or the Purchase Price for Restricted Stock shall be made in cash or in
cash equivalents acceptable to the Company.

       

       

      
        	
                12.2.   
       

              	
                Surrender
      of Stock.

              


      

       

      To the
extent the Award Agreement so provides, payment of the Option Price for shares
purchased pursuant to the exercise of an Option or the Purchase Price for
Restricted Stock may be made all or in part through the tender or attestation to
the Company of shares of Stock, which shall be valued, for purposes of
determining the extent to which the Option Price or Purchase Price has been paid
thereby, at their Fair Market Value on the date of exercise or
surrender.

       

       

      
        	
                12.3.   
       

              	
                Cashless
      Exercise.

              


      

       

      With
respect to an Option only (and not with respect to Restricted Stock), to the
extent permitted by law and to the extent the Award Agreement so provides,
payment of the Option Price for shares purchased pursuant to the exercise of an
Option may be made all or in part by delivery (on a form acceptable to the
Board) of an irrevocable direction to a licensed securities broker acceptable to
the Company to sell shares of Stock and to deliver all or part of the sales
proceeds to the Company in payment of the Option Price and any withholding taxes
described in Section 18.3.

       

      


      
        
          
             


          

          
            12

            
              

            

          

          
             


          

        

      

      


      


       

       

      
        	
                12.4.   
       

              	
                Other
      Forms of Payment.

              


      

       

      To the
extent the Award Agreement so provides, payment of the Option Price for shares
purchased pursuant to exercise of an Option or the Purchase Price for Restricted
Stock may be made in any other form that is consistent with applicable laws,
regulations and rules, including, without limitation, Service.

       

       

      
        	
                13.  

              	
                TERMS
      AND CONDITIONS OF DIVIDEND EQUIVALENT
RIGHTS

              


      

       

       

      
        	
                13.1.   
       

              	
                Dividend
      Equivalent Rights.

              


      

       

      A Dividend Equivalent Right is an Award
entitling the recipient to receive credits based on cash distributions that
would have been paid on the shares of Stock specified in the Dividend Equivalent
Right (or other award to which it relates) if such shares had been issued to and
held by the recipient.  A Dividend Equivalent Right may be granted
hereunder to any Grantee.  The terms and conditions of Dividend
Equivalent Rights shall be specified in the grant.  Dividend
equivalents credited to the holder of a Dividend Equivalent Right may be paid
currently, may be held in escrow until such time that any vesting conditions on
such Dividend Equivalent Right lapses, or may be deemed to be reinvested in
additional shares of Stock, which may thereafter accrue additional
equivalents.  Any such reinvestment shall be at Fair Market Value on
the date of reinvestment.  Dividend Equivalent Rights may be settled
in cash or Stock or a combination thereof, in a single installment or
installments, all determined in the sole discretion of the Board.  A
Dividend Equivalent Right granted as a component of another Award may provide
that such Dividend Equivalent Right shall be settled upon exercise, settlement,
or payment of, or lapse of restrictions on, such other award, and that such
Dividend Equivalent Right shall expire or be forfeited or annulled under the
same conditions as such other award.  A Dividend Equivalent Right
granted as a component of another Award may also contain terms and conditions
different from such other award.

       

       

      
        	
                13.2.   
       

              	
                Termination
      of Service.

              


      

       

      Except as may otherwise be provided by
the Board either in the Award Agreement or in writing after the Award Agreement
is issued, a Grantee’s rights in all Dividend Equivalent Rights or interest
equivalents shall automatically terminate upon the Grantee’s termination of
Service for any reason.

       

       

      
        	
                14.  

              	
                TERMS
      AND CONDITIONS OF PERFORMANCE AND ANNUAL INCENTIVE
  AWARDS

              


      

       

       

      
        	
                14.1.   
       

              	
                Performance
      Conditions.

              


      

       

      The right
of a Grantee to exercise or receive a grant or settlement of any Award, and the
timing thereof, may be subject to such performance conditions as may be
specified by the Board.  The Board may use such business criteria and
other measures of performance as it may deem appropriate in establishing any
performance conditions, and may exercise its discretion to determine the amounts
payable under any Award subject to performance conditions, except as limited
under Sections 14.2 hereof in the case of a
Performance Award or Annual Incentive Award intended to qualify under Code
Section 162(m).  If and to the extent required under Code Section
162(m), any power or authority relating to a Performance Award or Annual
Incentive Award intended to qualify under Code Section 162(m), shall be
exercised by the Committee and not the Board.

       

       

      
        	
                14.2.   
       

              	
                Performance
      Awards or Annual Incentive Awards Granted to Designated Covered
      Employees.

              


      

       

      Subject
to the terms and conditions of this Plan, the Committee, at any time and from
time to time, may grant Performance Awards, Annual Incentive Awards or other
cash awards.  If and to the extent that the Committee determines that
any Award to be granted to a Grantee who is designated by the Committee as
likely to be a Covered Employee should qualify as “performance-based
compensation” for purposes of Code Section 162(m), the grant, exercise and/or
settlement of such Award shall be contingent upon achievement of pre-established
performance goals and other terms set forth in this Section 14.2.

       

      
        	
                14.2.1.  

              	
                Performance
      Goals Generally.

              


      

       

      The performance goals for such Awards
shall consist of one or more business criteria and a targeted level or levels of
performance with respect to each of such criteria, as specified by the Committee
consistent with this

      


      
        
          
             


          

          
            13

            
              

            

          

          
             


          

        

      

      


      Section 14.2.  Performance
goals shall be objective and shall otherwise meet the requirements of Code
Section 162(m) and regulations thereunder including the requirement that the
level or levels of performance targeted by the Committee result in the
achievement of performance goals being “substantially uncertain.”  The
Committee may determine that such Awards shall be granted, exercised and/or
settled upon achievement of any one performance goal or that two or more of the
performance goals must be achieved as a condition to grant, exercise and/or
settlement of such Awards.  Performance goals may differ for Awards
granted to any one Grantee or to different Grantees.

      


      
        	
                14.2.2.  

              	
                  Business
      Criteria.

              


      

       

      One or more of the following business
criteria for the Company, on a consolidated basis, and/or with respect to
specified subsidiaries or business units of the Company (except with respect to
the total stockholder return and earnings per share criteria), shall be used
exclusively by the Committee in establishing performance goals for such Awards:
(1) total stockholder return; (2) such total stockholder return as compared to
total return (on a comparable basis) of a publicly available index such as, but
not limited to, the Standard & Poor’s 500 Stock Index; (3) net income; (4)
pretax earnings; (5) earnings, on a consolidated basis or operating basis,
before any, all or none of the following: interest expense, taxes, depreciation,
amortization bonuses, service fees, and extraordinary or special items; (6)
operating margin; (7) earnings per share; (8) return on equity; (9) return on
capital; (10) operating earnings; (11) working capital; (12) ratio of debt to
stockholders’ equity; (13) growth in assets; (14) market share; (15) stock
price; (16) cash flow; (17) sales growth (in general, by type of product and by
type of customer); (18) retained earnings; (19) product development goals; (20)
completion of acquisitions; (21) completion of divestitures and asset sales;
(22) cost or expense reductions; (23) introduction or conversion of product
brands; and (24) achievement of specified management information systems
objectives.  Business criteria may be measured on an absolute basis or
on a relative basis (i.e., performance relative to peer companies) and on a GAAP
or non-GAAP basis.

      


      
        	
                14.2.3.  

              	
                Timing
      For Establishing Performance Goals.

              


      

       

      Performance goals shall be
established not later than the earlier of (i) 90 days after the beginning of any
performance period applicable to such Awards, and (ii) the day on which 25% of
any performance period applicable to such Awards has expired, or at such other
date as may be required or permitted for “performance-based compensation” under
Code Section 162(m).

      


      
        	
                14.2.4.  

              	
                Settlement
      of Awards; Other Terms.

              


      

       

      Settlement of such Awards shall be in
cash, Stock, other Awards or other property, in the discretion of the
Committee.  The Committee may, in its discretion, reduce the amount of
a settlement otherwise to be made in connection with such Awards.  The
Committee shall specify the circumstances in which such Awards shall be paid or
forfeited in the event of termination of Service by the Grantee prior to the end
of a performance period or settlement of Awards.

       

                     
14.2.5.  Evaluation of Performance

       

                 The
Committee may provide in any such Award that any evaluation of performance may
include or exclude any of the following events that occur during a performance
period: (a) asset write-downs; (b) litigation or claim judgments or
settlements; (c) the effect of changes in tax laws, accounting principles,
or other laws or provisions affecting reported results; (d) any
reorganization and restructuring programs; (e) extraordinary nonrecurring
items as described in Accounting Principles Board Opinion No. 30, in
management’s discussion and analysis of financial condition and results of
operations appearing in the Company’s annual or quarterly report filed with the
SEC, or in the Company’s press release announcing its annual or quarterly
results of operations filed with the SEC on Form 8-K; (f) acquisitions or
divestitures; and (g) foreign exchange gains and losses. To the extent such
inclusions or exclusions affect Awards to Covered Employees, they shall be
prescribed in a form that meets the requirements of Code Section 162(m) for
deductibility.

      


      
        
          
             


          

          
            14

            
              

            

          

          
             


          

        

      

      


      


       

      
        	
                14.3.  
        

              	
                Written
      Determinations.

              


      

       

      All
determinations by the Committee as to the establishment of performance goals,
the amount of any potential Performance Awards and as to the achievement of
performance goals relating to Performance Awards, and the amount of any
potential individual Annual Incentive Awards and the amount of final Annual
Incentive Awards, shall be made in writing in the case of any Award intended to
qualify under Code Section 162(m).  To the extent permitted by Section
162(m), the Committee may delegate any responsibility relating to such
Performance Awards or Annual Incentive Awards.

       

       

      
        	
                14.4.   
       

              	
                Status
      of Section 14.2 Awards Under Code Section
  162(m).

              


      

       

      It is the
intent of the Company that Awards under Section 14.2 hereof granted to persons
who are designated by the Committee as likely to be Covered Employees within the
meaning of Code Section 162(m) and regulations thereunder shall, if so
designated by the Committee, constitute “qualified performance-based
compensation” within the meaning of Code Section 162(m) and regulations
thereunder.  Accordingly, the terms of Section 14.2, including the
definitions of Covered Employee and other terms used therein, shall be
interpreted in a manner consistent with Code Section 162(m) and regulations
thereunder.  The foregoing notwithstanding, because the Committee
cannot determine with certainty whether a given Grantee will be a Covered
Employee with respect to a fiscal year that has not yet been completed, the term
Covered Employee as used herein shall mean only a person designated by the
Committee, at the time of grant of an Award, as likely to be a Covered Employee
with respect to that fiscal year.  If any provision of the Plan or any
agreement relating to such Awards does not comply or is inconsistent with the
requirements of Code Section 162(m) or regulations thereunder, such provision
shall be construed or deemed amended to the extent necessary to conform to such
requirements.

       

       

      
        	
                15.  

              	
                PARACHUTE
      LIMITATIONS

              


      

       

      Notwithstanding any other provision of
this Plan or of any other agreement, contract, or understanding heretofore or
hereafter entered into by a Grantee with the Company or any Affiliate, except an
agreement, contract, or understanding that expressly addresses Section 280G or
Section 4999 of the Code (an “Other Agreement”), and notwithstanding any formal
or informal plan or other arrangement for the direct or indirect provision of
compensation to the Grantee (including groups or classes of Grantees or
beneficiaries of which the Grantee is a member), whether or not such
compensation is deferred, is in cash, or is in the form of a benefit to or for
the Grantee (a “Benefit Arrangement”), if the Grantee is a “disqualified
individual,” as defined in Section 280G(c) of the Code, any Option, SAR,
Restricted Stock or Stock Unit held by that Grantee and any right to receive any
payment or other benefit under this Plan shall not become exercisable or vested
(i) to the extent that such right to exercise, vesting, payment, or
benefit, taking into account all other rights, payments, or benefits to or for
the Grantee under this Plan, all Other Agreements, and all Benefit Arrangements,
would cause any payment or benefit to the Grantee under this Plan to be
considered a “parachute payment” within the meaning of Section 280G(b)(2)
of the Code as then in effect (a “Parachute Payment”) and (ii) if, as
a result of receiving a Parachute Payment, the aggregate after-tax amounts
received by the Grantee from the Company under this Plan, all Other Agreements,
and all Benefit Arrangements would be less than the maximum after-tax amount
that could be received by the Grantee without causing any such payment or
benefit to be considered a Parachute Payment.  In the event that the
receipt of any such right to exercise, vesting, payment, or benefit under this
Plan, in conjunction with all other rights, payments, or benefits to or for the
Grantee under any Other Agreement or any Benefit Arrangement would cause the
Grantee to be considered to have received a Parachute Payment under this Plan
that would have the effect of decreasing the after-tax amount received by the
Grantee as described in clause (ii) of the preceding sentence, then those
rights, payments, or benefits under this Plan, any Other Agreements, and any
Benefit Arrangements shall be reduced or eliminated so as to avoid having the
payment or benefit to the Grantee under this Plan be deemed to be a Parachute
Payment.  The Company shall reduce or eliminate the Parachute Payments
by first reducing or eliminating any cash payments benefits (with the payments
to be made furthest in the future being reduced first), then by reducing or
eliminating any accelerated vesting of Options or SARs, then by reducing or
eliminating any accelerated vesting of Restricted Stock or Stock Units, then by
reducing or eliminating any other remaining Parachute Payments.

       

      


      
        
          
             


          

          
            15

            
              

            

          

          
             


          

        

      

      


      


       

       

      
        	
                16.  

              	
                REQUIREMENTS
      OF LAW

              


      

       

       

      
        	
                16.1.  
        

              	
                General.

              


      

       

      The Company shall not be required to
sell or issue any shares of Stock under any Award if the sale or issuance of
such shares would constitute a violation by the Grantee, any other individual
exercising an Option, or the Company of any provision of any law or regulation
of any governmental authority, including without limitation any federal or state
securities laws or regulations.  If at any time the Company shall
determine, in its discretion, that the listing, registration or qualification of
any shares  subject to an Award upon any securities exchange or under
any governmental regulatory body is necessary or desirable as a condition of, or
in connection with, the issuance or purchase of shares hereunder, no shares of
Stock may be issued or sold to the Grantee or any other individual exercising an
Option pursuant to such Award unless such listing, registration, qualification,
consent or approval shall have been effected or obtained free of any conditions
not acceptable to the Company, and any delay caused thereby shall in no way
affect the date of termination of the Award.  Without limiting the
generality of the foregoing, in connection with the Securities Act, upon the
exercise of any Option or any SAR that may be settled in shares of Stock or the
delivery of any shares of Stock underlying an Award, unless a registration
statement under such Act is in effect with respect to the shares of Stock
covered by such Award, the Company shall not be required to sell or issue such
shares unless the Board has received evidence satisfactory to it that the
Grantee or any other individual exercising an Option may acquire such
shares  pursuant to an exemption from registration under the
Securities Act.  Any determination in this connection by the Board
shall be final, binding, and conclusive.  The Company may, but shall
in no event be obligated to, register any securities covered hereby pursuant to
the Securities Act.  The Company shall not be obligated to take any
affirmative action in order to cause the exercise of an Option or a SAR or the
issuance of shares of Stock pursuant to the Plan to comply with any law or
regulation of any governmental authority.  As to any jurisdiction that
expressly imposes the requirement that an Option (or SAR that may be settled in
shares of Stock) shall not be exercisable until the shares of Stock covered by
such Option (or SAR) are registered or are exempt from registration, the
exercise of such Option (or SAR) under circumstances in which the laws of such
jurisdiction apply shall be deemed conditioned upon the effectiveness of such
registration or the availability of such an exemption.

       

      
        	
                16.2.  
        

              	
                Rule
      16b-3.

              


      

       

      During any time when the Company has
a class of equity security registered under Section 12 of the Exchange Act, it
is the intent of the Company that Awards pursuant to the Plan and the exercise
of Options and SARs granted hereunder will qualify for the exemption provided by
Rule 16b-3 under the Exchange Act.  To the extent that any provision
of the Plan or action by the Board does not comply with the requirements of Rule
16b-3, it shall be deemed inoperative to the extent permitted by law and deemed
advisable by the Board, and shall not affect the validity of the
Plan.  In the event that Rule 16b-3 is revised or replaced, the Board
may exercise its discretion to modify this Plan in any respect necessary to
satisfy the requirements of, or to take advantage of any features of, the
revised exemption or its replacement.

      


       

      
        	
                17.  

              	
                EFFECT
      OF CHANGES IN CAPITALIZATION 

              


      

       

       

      
        	
                17.1.   
       

              	
                Changes
      in Stock.

              


      

       

      If the number of outstanding shares
of Stock is increased or decreased or the shares of Stock are changed into or
exchanged for a different number or kind of shares or other securities of the
Company on account of any recapitalization, reclassification, stock split,
reverse split, combination of shares, exchange of shares, stock dividend or
other distribution payable in capital stock, or other increase or decrease in
such shares effected without receipt of consideration by the Company occurring
after the Effective Date, the number and kinds of shares for which grants of
Options and other Awards may be made under the Plan shall be adjusted
proportionately and accordingly by the Company.   In addition,
the number and kind of shares for which Awards are outstanding shall be adjusted
proportionately and accordingly so that the proportionate interest of the
Grantee immediately following such event shall, to the extent practicable, be
the same as immediately before such event.  Any such adjustment in
outstanding Options or SARs shall not change the aggregate Option Price or SAR
Exercise Price payable with respect to shares that are subject to the
unexercised portion of an outstanding Option or SAR, as applicable, but shall
include a corresponding proportionate adjustment in the Option Price or SAR
Exercise Price per share.  The

      


      
        
          
             


          

          
            16

            
              

            

          

          
             


          

        

      

      


      conversion
of any convertible securities of the Company shall not be treated as an increase
in shares effected without receipt of
consideration.   Notwithstanding the foregoing, in the event of
any distribution to the Company's stockholders of securities of any other entity
or other assets (including an extraordinary dividend but excluding a
non-extraordinary dividend of the Company) without receipt of consideration by
the Company, the Company shall, in such manner as the Company deems appropriate,
adjust (i) the number and kind of shares subject to outstanding Awards and/or
(ii) the exercise price of outstanding Options and Stock Appreciation Rights to
reflect such distribution.  Notwithstanding the preceding, the Company
may also make provision for the payment of cash or other property in respect of
any outstanding Award.

       

      
        	
                17.2.  
        

              	
                Reorganization
      in Which the Company Is the Surviving Entity Which does not Constitute a
      Corporate Transaction.

              


      

       

      Subject to Section 17.3 hereof, if the Company
shall be the surviving entity in any reorganization, merger, or consolidation of
the Company with one or more other entities which does not constitute a
Corporate Transaction, any Option or SAR theretofore granted pursuant to the
Plan shall pertain to and apply to the securities to which a holder of the
number of shares of Stock subject to such Option or SAR would have been entitled
immediately following such reorganization, merger, or consolidation, with a
corresponding proportionate adjustment of the Option Price or SAR Exercise Price
per share so that the aggregate Option Price or SAR Exercise Price thereafter
shall be the same as the aggregate Option Price or SAR Exercise Price of the
shares remaining subject to the Option or SAR immediately prior to such
reorganization, merger, or consolidation.  Subject to any contrary
language in an Award Agreement evidencing an Award, any restrictions applicable
to such Award shall apply as well to any replacement shares received by the
Grantee as a result of the reorganization, merger or
consolidation.  In the event of a transaction described in this Section 17.2, Stock Units shall be
adjusted so as to apply to the securities that a holder of the number of shares
of Stock subject to the Stock Units would have been entitled to receive
immediately following such transaction.

       

      
        	
                17.3.  
        

              	
                Corporate
      Transaction.

              


      

       

      Subject to the exceptions set forth
in the last sentence of this Section 17.3 and the last sentence of
Section 17.4, upon the occurrence of a
Corporate Transaction:

      


      (i)  all outstanding shares
of Restricted Stock shall be deemed to have vested, and all Stock Units shall be
deemed to have vested and the shares of Stock subject thereto shall be
delivered, immediately prior to the occurrence of such Corporate Transaction,
and

      


      (ii) either of the following two
actions shall be taken:

      


      (A) fifteen days prior to the
scheduled consummation of a Corporate Transaction, all Options and SARs
outstanding hereunder shall become immediately exercisable and shall remain
exercisable for a period of fifteen days, or

      


      (B) the Board may elect, in its sole
discretion, to cancel any outstanding Awards of Options, Restricted Stock, Stock
Units, and/or SARs and pay or deliver, or cause to be paid or delivered, to the
holder thereof an amount in cash or securities having a value (as determined by
the Board acting in good faith), in the case of Restricted Stock or Stock Units,
equal to the formula or fixed price per share paid to holders of shares of Stock
and, in the case of Options or SARs, equal to the product of the number of
shares of Stock subject to the Option or SAR (the “Award Shares”) multiplied by
the amount, if any, by which (I) the formula or fixed price per share paid to
holders of shares of Stock pursuant to such transaction exceeds (II) the Option
Price or SAR Exercise Price applicable to such Award Shares.

      


      With respect to the Company's
establishment of an exercise window, (i) any exercise of an Option or SAR during
such fifteen-day period shall be conditioned upon the consummation of the event
and shall be effective only immediately before the consummation of the event,
and (ii) upon consummation of any Corporate Transaction the Plan, and all
outstanding but unexercised Options and SARs shall terminate.  The
Board shall send written notice of an event that will result in such a
termination to all individuals who hold Options and SARs not later than the time
at which the Company gives notice thereof to its stockholders.  This
Section 17.3 shall not apply to any
Corporate

      


      
        
          
             


          

          
            17

            
              

            

          

          
             


          

        

      

      


      Transaction
to the extent that provision is made in writing in connection with such
Corporate Transaction for the assumption or continuation of the Options, SARs,
Stock Units and Restricted Stock theretofore granted, or for the substitution
for such Options, SARs, Stock Units and Restricted Stock for new common stock
options and stock appreciation rights and new common stock stock units and
restricted stock relating to the stock of a successor entity, or a parent or
subsidiary thereof, with appropriate adjustments as to the number of shares
(disregarding any consideration that is not common stock) and option and stock
appreciation right exercise prices, in which event the Plan, Options, SARs,
Stock Units and Restricted Stock theretofore granted shall continue in the
manner and under the terms so provided.

       

      
        	
                17.4.   
       

              	
                Adjustments.

              


      

       

      Adjustments under this Section 17 related to shares of Stock
or securities of the Company shall be made by the Board, whose determination in
that respect shall be final, binding and conclusive.  No fractional
shares or other securities shall be issued pursuant to any such adjustment, and
any fractions resulting from any such adjustment shall be eliminated in each
case by rounding downward to the nearest whole share. The Board shall determine
the effect of a Corporate Transaction upon Awards other than Options, SARs,
Stock Units and Restricted Stock, and such effect shall be set forth in the
appropriate Award Agreement.  The Board may provide in the Award
Agreements at the time of grant, or any time thereafter with the consent of the
Grantee, for different provisions to apply to an Award in place of those
described in Sections
17.1, 17.2 and 17.3.

       

      
        	
                17.5.  
        

              	
                No
      Limitations on Company.

              


      

       

      The making of Awards pursuant to the
Plan shall not affect or limit in any way the right or power of the Company to
make adjustments, reclassifications, reorganizations, or changes of its capital
or business structure or to merge, consolidate, dissolve, or liquidate, or to
sell or transfer all or any part of its business or assets.

      


       

      
        	
                18.  

              	
                GENERAL
      PROVISIONS

              


      

       

       

      
        	
                18.1.  
        

              	
                Disclaimer
      of Rights.

              


      

       

      No provision in the Plan or in any
Award or Award Agreement shall be construed to confer upon any individual the
right to remain in the employ or service of the Company or any Affiliate, or to
interfere in any way with any contractual or other right or authority of the
Company either to increase or decrease the compensation or other payments to any
individual at any time, or to terminate any employment or other relationship
between any individual and the Company.  In addition, notwithstanding
anything contained in the Plan to the contrary, unless otherwise stated in the
applicable Award Agreement, no Award granted under the Plan shall be affected by
any change of duties or position of the Grantee, so long as such Grantee
continues to be a director, officer, consultant or employee of the Company or an
Affiliate.  The obligation of the Company to pay any benefits pursuant
to this Plan shall be interpreted as a contractual obligation to pay only those
amounts described herein, in the manner and under the conditions prescribed
herein.  The Plan shall in no way be interpreted to require the
Company to transfer any amounts to a third party trustee or otherwise hold any
amounts in trust or escrow for payment to any Grantee or beneficiary under the
terms of the Plan.

       

      
        	
                18.2.  
        

              	
                Nonexclusivity
      of the Plan.

              


      

       

      Neither the adoption of the Plan nor
the submission of the Plan to the stockholders of the Company for approval shall
be construed as creating any limitations upon the right and authority of the
Board to adopt such other incentive compensation arrangements (which
arrangements may be applicable either generally to a class or classes of
individuals or specifically to a particular individual or particular
individuals) as the Board in its discretion determines desirable, including,
without limitation, the granting of stock options otherwise than under the
Plan.

       

      
        	
                18.3.   
       

              	
                Withholding
      Taxes.

              


      

       

      The Company or an Affiliate, as the
case may be, shall have the right to deduct from payments of any kind otherwise
due to a Grantee any federal, state, or local taxes of any kind required by law
to be withheld with respect to the vesting of or other lapse of restrictions
applicable to an Award or upon the issuance of any shares of Stock
upon

      


      
        
          
             


          

          
            18

            
              

            

          

          
             


          

        

      

      


      the
exercise of an Option or otherwise pursuant to any Award.  In
furtherance of the foregoing, the Company may provide in an Award Agreement that
the Grantee shall, as a condition of accepting the Award, direct a bank or
broker, upon vesting, exercise or otherwise, to sell a portion of the Shares
underlying such Award that represent the amount, reasonably determined by the
Company it its discretion, necessary to cover the Company’s withholding
obligation related to the Award and remit the appropriate cash amount to the
Company.  If not otherwise provided in an Award Agreement, at the time
of such vesting, lapse, or exercise, the Grantee shall pay to the Company or the
Affiliate, as the case may be, any amount that the Company or the Affiliate may
reasonably determine to be necessary to satisfy such withholding
obligation.  Subject to the prior approval of the Company or the
Affiliate, which may be withheld by the Company or the Affiliate, as the case
may be, in its sole discretion, the Grantee may elect to satisfy such
obligations, in whole or in part, (i) by causing the Company or the
Affiliate to withhold shares of Stock otherwise issuable to the Grantee or
(ii) by delivering to the Company or the Affiliate shares of Stock already
owned by the Grantee.  The shares of Stock so delivered or withheld
shall have an aggregate Fair Market Value equal to such withholding
obligations.  The Fair Market Value of the shares of Stock used to
satisfy such withholding obligation shall be determined by the Company or the
Affiliate as of the date that the amount of tax to be withheld is to be
determined.  A Grantee who has made an election pursuant to this Section 18.3 may satisfy his or her
withholding obligation only with shares of Stock that are not subject to any
repurchase, forfeiture, unfulfilled vesting, or other similar
requirements.  The maximum number of shares of Stock that may be
withheld from any Award to satisfy any federal, state or local tax withholding
requirements upon the exercise, vesting, lapse of restrictions applicable to
such Award or payment of shares pursuant to such Award, as applicable, cannot
exceed such number of shares having a Fair Market Value equal to the minimum
statutory amount required by the Company to be withheld and paid to any such
federal, state or local taxing authority with respect to such exercise, vesting,
lapse of restrictions or payment of shares.

       

      
        	
                18.4.  
        

              	
                Captions.

              


      

       

      The use of captions in this Plan or
any Award Agreement is for the convenience of reference only and shall not
affect the meaning of any provision of the Plan or such Award
Agreement.

       

      
        	
                18.5.   
       

              	
                Other
      Provisions.

              


      

       

      Each Award granted under the Plan may
contain such other terms and conditions not inconsistent with the Plan as may be
determined by the Board, in its sole discretion.

       

      
        	
                18.6.  
        

              	
                Number
      and Gender.

              


      

       

      With respect to words used in this
Plan, the singular form shall include the plural form, the masculine gender
shall include the feminine gender, etc., as the context requires.

       

      
        	
                18.7.   
       

              	
                Severability.

              


      

       

      If any provision of the Plan or any
Award Agreement shall be determined to be illegal or unenforceable by any court
of law in any jurisdiction, the remaining provisions hereof and thereof shall be
severable and enforceable in accordance with their terms, and all provisions
shall remain enforceable in any other jurisdiction.

       

      
        	
                18.8.  
        

              	
                Governing
      Law.

              


      

       

      The
validity and construction of this Plan and the instruments evidencing the Awards
hereunder shall be governed by the laws of the State of Delaware, other than any
conflicts or choice of law rule or principle that might otherwise refer
construction or interpretation of this Plan and the instruments evidencing the
Awards granted hereunder to the substantive laws of any other
jurisdiction.

       

       

      
        	
                18.9.   
       

              	
                Section
      409A of the Code.

              


      

       

      The Board
intends to comply with Section 409A of the Code ("Section 409A"), or an
exemption to Section 409A, with regard to Awards hereunder that constitute
nonqualified deferred compensation within the meaning of Section
409A.  To the extent that the Board determines that a Grantee would be
subject to the additional

       

      


      
        
          
             


          

          
            19

            
              

            

          

          
             


          

        

      

      


      20% tax
imposed on certain nonqualified deferred compensation plans pursuant to Section
409A as a result of any provision of any Award granted under this Plan, such
provision shall be deemed amended to the minimum extent necessary to avoid
application of such additional tax.  The nature of any such amendment
shall be determined by the Board.

       

      


      *    *    *

      


      To record
adoption of the Plan by the Board as of September 14, 2006, approval of the
Plan by the stockholders on September 14, 2006, the amendment of the Plan
by the Board as of November 2, 2006 (effective as of the first closing of the
Company’s public offering), approval of the amendment of the Plan by the
stockholders on November 2, 2006 (effective as of the first closing of the
Company’s public offering), approval of the amendment and restatement of the
Plan by the Board as of April 1, 2009 and the approval of the amendment and
restatement of the Plan by the stockholders on May 14, 2009, the Company has
caused its authorized officer to execute the Plan.

       

      


      


      DOUBLE-TAKE
SOFTWARE, INC.

      


      


      By:           /s/ S. Craig Huke         

      Title:        Chief Financial Officer  
     


    

     

    
      



      
        
          
             


          

          
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