INOVACHEM,
INC.

    2010
STOCK OPTION PLAN

    


    1.           Purpose.
The purpose of this InovaChem, Inc. 2010 Stock Option Plan (the “Plan”) is to
assist InovaChem, Inc., a Delaware corporation (the “Company”), and its Related
Entities (as hereinafter defined) in attracting, motivating, retaining and
rewarding high-quality executives and other key employees, officers, directors,
consultants and other persons who provide services to the Company or its Related
Entities by enabling such persons to acquire or increase a proprietary interest
in the Company in order to strengthen the mutuality of interests between such
persons and the Company’s stockholders, and providing such persons with
performance incentives to expend their maximum efforts in the creation of
stockholder value.

    


    2.           Definitions.
For purposes of the Plan, the following terms shall be defined as set forth
below, in addition to such terms defined in Section 1 hereof.

    


    (a)           “Award”
means any Option, together with any other right or interest, granted to a
Participant under the Plan.

    


    (b)           “Award
Agreement” means any written or electronic agreement, contract or other
instrument or document evidencing any Award granted by the Committee hereunder,
which does not need to require the signature of the Company or the
Participant.

    


    (c)           “Beneficiary”
means the person, persons, trust or trusts that have been designated by a
Participant in his or her most recent written beneficiary designation filed with
the Committee to receive the benefits specified under the Plan upon such
Participant’s death or to which Awards or other rights are transferred if and to
the extent permitted under Section 9(b) hereof. If, upon a Participant’s death,
there is no designated Beneficiary or surviving designated Beneficiary, then the
term Beneficiary means the person, persons, trust or trusts entitled by will or
the laws of descent and distribution to receive such benefits.

    


    (d)           “Beneficial
Owner” shall have the meaning ascribed to such term in Rule 13d-3 under the
Exchange Act and any successor to such Rule.

    


    (e)           “Board”
means the Company’s Board of Directors.

    


    (f)           “Cause”
shall, with respect to any Participant, have the meaning specified in the Award
Agreement. In the absence of any definition in the Award Agreement, “Cause”
shall have the equivalent meaning or the same meaning as “cause” or “for cause”
set forth in any employment, consulting, or other agreement for the performance
of services between the Participant and the Company or a Related Entity or, in
the absence of any such agreement or any such definition in such agreement, such
term shall mean (i) the failure by the Participant to perform, in a reasonable
manner, his or her duties as assigned by the Company or a Related Entity, (ii)
any violation or breach by the Participant of his or her employment, consulting
or other similar agreement with the Company or a Related Entity, if any, or any
policies and procedures established from time to time by the Company or any
Related Entity, (iii) any violation or breach by the Participant of any
non-competition, non-solicitation, non-disclosure and/or other similar agreement
with the Company or a Related Entity, (iv) any act by the Participant of
dishonesty or bad faith with respect to the Company or a Related Entity, (v) any
involvement by the Participant in fraud, misappropriation or embezzlement
related to the business or property of the Company, (vi) use of alcohol, drugs
or other similar substances in a manner that adversely affects the Participant’s
work performance, or (vii) the commission by the Participant of any act,
misdemeanor, or crime reflecting unfavorably upon the Participant or the Company
or any Related Entity. The good faith determination by the Committee of whether
the Participant’s Continuous Service was terminated by the Company for “Cause”
shall be final and binding for all purposes hereunder.


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    (g)           “Change
in Control” shall, with respect to any Participant, have the meaning specified
in the Award Agreement. In the absence of any definition in the Award Agreement,
“Change in Control” means a Change in Control as defined with related terms in
Section 9(b) of the Plan.

    


    (h)           “Code”
means the Internal Revenue Code of 1986, as amended from time to time, including
regulations thereunder and successor provisions and regulations
thereto.

    


    (i)       
    “Committee” means a committee designated by the Board to
administer the Plan; provided, however, that if the Board fails to designate a
committee or if there are no longer any members on the committee so designated
by the Board, then the Independent members of the Board shall serve as the
Committee. The Committee shall consist of at least two directors, and each
member of the Committee shall be (i) a “non-employee director” within the
meaning of Rule 16b-3 (or any successor rule) under the Exchange Act, unless
administration of the Plan by “non-employee directors” is not then required in
order for exemptions under Rule 16b-3 to apply to transactions under the Plan,
(ii) an “outside director” within the meaning of Section 162(m) of the Code, and
(iii) “Independent”.

    


    (j)      
     “Consultant” means any person (other than an
Employee or a Director, solely with respect to rendering services in such
person’s capacity as a director) or entity who is engaged by the Company or any
Related Entity to render consulting or advisory services to the Company or such
Related Entity.

    


    (k)           “Continuous
Service” means the uninterrupted provision of services to the Company or any
Related Entity in any capacity of Employee, Director, Consultant or other
service provider. Continuous Service shall not be considered to be interrupted
in the case of (i) any approved leave of absence, (ii) transfers among the
Company, any Related Entities, or any successor entities, in any capacity of
Employee, Director, Consultant or other service provider, or (iii) any change in
status as long as the individual remains in the service of the Company or a
Related Entity in any capacity of Employee, Director, Consultant or other
service provider (except as otherwise provided in the Award Agreement). An
approved leave of absence shall include sick leave, military leave, or any other
authorized personal leave.

    


    (l)           “Covered
Employee” means an Eligible Person who is a “covered employee” within the
meaning of Section 162(m)(3) of the Code, or any successor provision
thereto.


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    (m)         “Director”
means a member of the Board or the board of directors of any Related
Entity.

    


    (n)          “Disability”
shall, with respect to any Participant, have the meaning specified in the Award
Agreement. In the absence of any definition in an Award Agreement, “Disability”
means a permanent and total disability (within the meaning of Section 22(e) of
the Code), as determined by a medical doctor satisfactory to the
Committee.

    


    (o)          “Effective
Date” means the effective date of the Plan, which shall be the date on which the
Plan is approved by the Board of Directors and, solely for purposes of complying
with Section 162(m) of the Code, the Compensation Committee of the
Board.

    


    (p)          “Eligible
Person” means each officer, Director, Employee, Consultant and other person who
provides services to the Company or any Related Entity. The foregoing
notwithstanding, only employees of the Company, or any parent corporation or
subsidiary corporation of the Company (as those terms are defined in Sections
424(e) and (f) of the Code, respectively), shall be Eligible Persons for
purposes of receiving any Incentive Stock Options. An Employee on an approved
leave of absence (including sick leave, military leave, or any other authorized
personal leave) may be considered as still in the employ of the Company or a
Related Entity for purposes of eligibility for participation in the
Plan.

    


    (q)          “Employee”
means any person, including an officer or Director, who is an employee of the
Company or any Related Entity. The payment of a director’s fee by the Company or
a Related Entity shall not be sufficient to constitute “employment” by the
Company.

    


    (r)           “Exchange
Act” means the Securities Exchange Act of 1934, as amended from time to time,
including rules thereunder and successor provisions and rules
thereto.

    


    (s)          “Fair
Market Value” means as of any date that requires the determination of the Fair
Market Value of any Award Agreement, the value of a Share on such date of
determination, calculated as follows:

    


    (i)           If
the Shares are then listed or admitted to trading on the Nasdaq Stock Market or
other national securities exchange which reports closing sale prices, the Fair
Market Value shall be the closing sale price per Share on such date on the
Nasdaq Stock Market or principal securities exchange on which the Shares are
then listed or admitted to trading, or, if no closing sale price is quoted on
such day, then the Fair Market Value shall be the closing sale price of the
Shares on the Nasdaq Stock Market or such securities exchange on the next
preceding day on which a closing sale price is reported;

    


    (ii)          If
the Shares are not then listed or admitted to trading on the Nasdaq Stock Market
or another securities exchange which reports closing sale prices, the Fair
Market Value shall be the average of the closing bid and asked prices of the
Shares in the over-the-counter market on such date; or


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    (iii)          If
neither (i) nor (ii) is applicable as of such date, then the Fair Market Value
shall be determined by the Committee in good faith using any reasonable method
of valuation, which determination shall be conclusive and binding on all
interested parties.

    


    For the
avoidance of doubt, when approving or authorizing an Award, the Committee can
provide for the grant of an Award at a future date and in such event the
determination of Fair Market Value as required under this Plan shall be as of
such date of grant.

    


    (t)           “Good
Reason” shall, with respect to any Participant, have the meaning specified in
the Award Agreement. In the absence of any definition in the Award Agreement,
“Good Reason” shall have the equivalent meaning or the same meaning as “good
reason” or “for good reason” set forth in any employment, consulting or other
agreement for the performance of services between the Participant and the
Company or a Related Entity or, in the absence of any such agreement or any such
definition in such agreement, such term shall mean (i) the assignment to the
Participant of any substantial duties or responsibilities inconsistent in any
material respect with the Participant’s duties or responsibilities as assigned
by the Company or a Related Entity, excluding for this purpose any action not
taken in bad faith and which is remedied by the Company or a Related Entity
promptly after receipt of notice thereof given by the Participant; (ii) any
material failure by the Company or a Related Entity to comply with its
obligations to the Participant as agreed upon, other than any failure not
occurring in bad faith and which is remedied by the Company or a Related Entity
promptly after receipt of notice thereof given by the Participant; or (iii) the
Company’s or Related Entity’s requiring the Participant to be based at any
office or location outside of fifty miles from the location of employment or
service as of the date of Award, except for travel reasonably required in the
performance of the Participant’s responsibilities.

    


    (u)           “Incentive
Stock Option” means any Option intended to be designated as an incentive stock
option within the meaning of Section 422 of the Code or any successor provision
thereto.

    


    (v)           “Independent”,
when referring to either the Board or members of the Committee, shall have the
same meaning as used in the rules of the Nasdaq Stock Market or any national
securities exchange on which any securities of the Company are listed for
trading, and if not listed for trading, by the rules of the Nasdaq Stock
Market.

    


    (w)          “Incumbent
Board” means the Incumbent Board as defined in Section 9(b)(ii) of the
Plan.

    


    (x)           “Option”
means a right granted to a Participant under Section 6(b) hereof, to purchase
Shares or other Awards at a specified price during specified time
periods.

    


    (y)           “Optionee”
means a person to whom an Option is granted under this Plan or any person who
succeeds to the rights of such person under this Plan.


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    (z)           “Participant”
means a person who was an Eligible Person at the time of grant and has been
granted an Award under the Plan that remains outstanding, including a person who
is no longer an Eligible Person.

    


    (aa)         “Person”
shall have the meaning ascribed to such term in Section 3(a)(9) of the Exchange
Act and used in Sections 13(d) and 14(d) thereof, and shall include a “group” as
defined in Section 13(d) thereof.

    


    (bb)        “Related
Entity” means any Subsidiary, and any business, corporation, partnership,
limited liability company or other entity designated by Board in which the
Company or a Subsidiary holds a substantial ownership interest, directly or
indirectly.

    


    (cc)         “Rule
16b-3” means Rule 16b-3, as from time to time in effect and applicable to the
Plan and Participants, promulgated by the Securities and Exchange Commission
under Section 16 of the Exchange Act.

    


    (dd)        “Stockholder
Approval Date” means the date, on or after the Effective Date, on which this
Plan is approved by stockholders of the Company eligible to vote in the election
of directors, by a vote sufficient to meet the requirements of Code Sections
162(m) (if applicable) and 422, Rule 16b-3 under the Exchange Act (if
applicable), applicable requirements under the rules of the Nasdaq Stock Market
or any national securities exchange on which any securities of the Company are
listed for trading and other laws, regulations and obligations of the Company
applicable to the Plan.

    


    (ee)         “Shares”
means the shares of common stock of the Company, par value $0.001 per share, and
such other securities as may be substituted (or resubstituted) for Shares
pursuant to Section 9(c) hereof.

    


    (ff)          “Subsidiary”
means any corporation or other entity in which the Company has a direct or
indirect ownership interest of 50% or more of the total combined voting power of
the then outstanding securities or interests of such corporation or controls the
board of directors or in which the Company has the right to receive 50% or more
of the distribution of profits or 50% or more of the assets on liquidation or
dissolution.

    


    (gg)        “Substitute
Awards” shall mean Awards granted by the Company in assumption of, or in
substitution or exchange for, awards previously granted, or the right or
obligation to make future awards, by a company acquired by the Company or any
Related Entity or with which the Company or any Related Entity
combines.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    3.           Administration.

    


    (a)           Authority of the
Committee. The Plan shall be administered by the Committee, except to the
extent the Board elects to administer the Plan, in which case the Plan shall be
administered by only those Directors who are Independent, in which case
references herein to the “Committee” shall be deemed to include references to
the Independent members of the Board. The Committee shall have full and final
authority, in its sole discretion but subject to and consistent with the
provisions of the Plan, to select Eligible Persons to become Participants, grant
Awards, determine the type, number and other terms and conditions of, and all
other matters relating to, Awards, prescribe Award Agreements (which need not be
identical for each Participant) and rules and regulations for the administration
of the Plan, construe and interpret the Plan and Award Agreements and correct
defects, supply omissions or reconcile inconsistencies therein, and to make all
other decisions and determinations as the Committee may deem necessary or
advisable for the administration of the Plan. The terms and conditions
prescribed by the Committee in any Award Agreement may include, in the
discretion of the Committee, provisions requiring that a Participant forfeit
and/or repay to the Company all or any portion of the value of any Award in the
event that the Participant violates any noncompetition, nonsolicitation,
confidentiality or other agreement with the Company or any Related Entity. In
exercising any discretion granted to the Committee under the Plan or pursuant to
any Award, the Committee shall not be required to follow past practices, act in
a manner consistent with past practices, or treat any Eligible Person or
Participant in a manner consistent with the treatment of other Eligible Persons
or Participants.

    


    (b)           Manner of Exercise of
Committee Authority. Notwithstanding anything herein to the contrary, the
Committee, and not the Board, shall exercise sole and exclusive discretion on
any matter relating to a Participant then subject to Section 16 of the Exchange
Act with respect to the Company to the extent necessary in order that
transactions by such Participant shall be exempt under Rule 16b-3 under the
Exchange Act. Any action of the Committee shall be final, conclusive and binding
on all persons, including the Company, its Related Entities, Participants,
Beneficiaries, transferees under Section 9(b) hereof or other persons claiming
rights from or through a Participant, and stockholders. The express grant of any
specific power to the Committee, and the taking of any action by the Committee,
shall not be construed as limiting any power or authority of the Committee. The
Committee may delegate to officers or managers of the Company or any Related
Entity, or committees thereof, the authority, subject to such terms as the
Committee shall determine to perform such functions, including administrative
functions as the Committee may determine, to the extent that such delegation
will not result in the loss of an exemption under Rule 16b-3(d)(1) for Awards
granted to Participants subject to Section 16 of the Exchange Act in respect of
the Company and will not cause Awards intended to qualify as “performance-based
compensation” under Code Section 162(m) to fail to so qualify. The Committee may
appoint agents to assist it in administering the Plan.

    


    (c)           Limitation of
Liability. The Committee and the Board, and each member thereof, shall be
entitled to, in good faith, rely or act upon any report or other information
furnished to him or her by any officer or Employee, the Company’s independent
auditors, attorneys, Consultants or any other agents assisting in the
administration of the Plan. Members of the Committee and the Board, and any
officer or Employee acting at the direction or on behalf of the Committee or the
Board, shall not be personally liable for any action or determination taken or
made in good faith with respect to the Plan, and shall, to the extent permitted
by law, be fully indemnified and protected by the Company with respect to any
such action or determination.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    4.           Shares
Subject to Plan.

    


    (a)          Limitation on Overall Number
of Shares Available for Delivery Under Plan. Subject to adjustment as
provided in Section 9(c) hereof, the total number of Shares available for
delivery under the Plan shall be the sum of (i) 5,000,000, plus (ii) the number
of Shares with respect to Awards previously granted under the Plan that
terminate without being exercised, expire, are forfeited or canceled, are
exchanged for Awards that do not involve Shares, or are settled in cash in lieu
of Shares. Any Shares that are subject to Awards shall be counted against this
limit as one (1) Share for every one (1) Share granted. Any Shares delivered
under the Plan may consist, in whole or in part, of authorized and unissued
shares or treasury shares.

    


    (b)          Application of Limitation to
Grants of Award. No Award may be granted if the number of Shares to be
delivered in connection with such an Award exceeds the number of Shares
remaining available for delivery under the Plan, minus the number of Shares
deliverable in settlement of or relating to then outstanding Awards. The
Committee may adopt reasonable counting procedures to ensure appropriate
counting, avoid double counting (as, for example, in the case of tandem or
substitute awards) and make adjustments if the number of Shares actually
delivered differs from the number of Shares previously counted in connection
with an Award.

    


    (c)          Availability of Shares Not
Delivered under Awards and Adjustments to Limits.

    


    (i)           Any
Shares that are subject to an Award that terminates without being exercised,
expires, is forfeited or canceled, is exchanged for an Award that does not
involve Shares or is settled in cash in lieu of Shares, shall, to the extent of
such termination, expiration, forfeiture, cancellation, or exchange for another
Award or settlement in cash, again be available for Awards under the Plan,
subject to Section 4(c)(v) below.

    


    (ii)          In
the event that any Award granted hereunder is exercised through the tendering of
Shares (either actually or by attestation) or by the withholding of Shares by
the Company, or withholding tax liabilities arising from such Award are
satisfied by the tendering of Shares (either actually or by attestation) or by
the withholding of Shares by the Company, then the Shares so tendered or
withheld shall not be counted for purposes of determining the maximum number of
Shares available for grant under the Plan.

    


    (iii)         Substitute
Awards shall not reduce the Shares authorized for grant under the Plan or
authorized for grant to a Participant in any period. Additionally, in the event
that a company acquired by the Company or any Related Entity or with which the
Company or any Related Entity combines has shares available under a pre-existing
plan approved by stockholders and not adopted in contemplation of such
acquisition or combination, the shares available for delivery pursuant to the
terms of such pre-existing plan (as adjusted, to the extent appropriate, using
the exchange ratio or other adjustment or valuation ratio or formula used in
such acquisition or combination to determine the consideration payable to the
holders of common stock of the entities party to such acquisition or
combination) may be used for Awards under the Plan and shall not reduce the
Shares authorized for delivery under the Plan; provided that Awards using such
available shares shall not be made after the date awards or grants could have
been made under the terms of the pre-existing plan, absent the acquisition or
combination, and shall only be made to individuals who were not Employees or
Directors prior to such acquisition or combination.


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    (iv)          Any
Shares that again become available for grant pursuant to this Section 4(c) shall
be added back as one (1) Share.

    


    (v)           Notwithstanding
anything in this Section 4(c) to the contrary and solely for purposes of
determining whether Shares are available for the delivery of Incentive Stock
Options, the maximum aggregate number of shares that may be granted under this
Plan shall be determined without regard to any Shares restored pursuant to this
Section 4(c) that, if taken into account, would cause the Plan to fail the
requirement under Code Section 422 that the Plan designate a maximum aggregate
number of shares that may be issued.

    


     5.           Eligibility;
Per-Person Award Limitations. Awards may be granted under the Plan only
to Eligible Persons. Subject to adjustment as provided in Section 9(c), in any
fiscal year of the Company during any part of which the Plan is in effect, no
Participant may be granted Options with respect to more than 375,000 Shares, if
Section 162(m) is applicable.

    


    6.           Specific
Terms of Awards.

    


    (a)           General. Awards may
be granted on the terms and conditions set forth in this Section 6. In addition,
the Committee may impose on any Award or the exercise thereof, at the date of
grant or thereafter (subject to Section 9(e)), such additional terms and
conditions, not inconsistent with the provisions of the Plan, as the Committee
shall determine, including terms requiring forfeiture of Awards in the event of
termination of the Participant’s Continuous Service and terms permitting a
Participant to make elections relating to his or her Award. The terms and
conditions of any Award granted under the Plan shall be set forth in an Award
Agreement which shall contain provisions determined by the Committee and not
inconsistent with the Plan. The Committee shall retain full power and discretion
to accelerate, waive or modify, at any time, any term or condition of an Award
that is not mandatory under the Plan or that is prohibited by applicable law or
securities exchange rule. Except in cases in which the Committee is authorized
to require other forms of consideration under the Plan, or to the extent other
forms of consideration must be paid to satisfy the requirements of Delaware law,
no consideration other than services may be required for the grant (but not the
exercise) of any Award.

    


    (b)           Options. The
Committee is authorized to grant Options to any Eligible Person on the following
terms and conditions. The terms and conditions of any Option granted under the
Plan shall be set forth in an Award Agreement which shall contain provisions
determined by the Committee and not inconsistent with the Plan.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    (i)           Exercise Price. Other than in
connection with Substitute Awards, the exercise price per Share purchasable
under an Option shall be determined by the Committee, provided that such
exercise price shall not be less than 100% of the Fair Market Value of a Share
on the date of grant of the Option and shall not, in any event, be less than the
par value of a Share on the date of grant of the Option. If an Employee owns or
is deemed to own (by reason of the attribution rules applicable under Section
424(d) of the Code) more than 10% of the combined voting power of all classes of
stock of the Company (or any parent corporation or subsidiary corporation of the
Company, as those terms are defined in Sections 424(e) and (f) of the Code,
respectively) and an Incentive Stock Option is granted to such employee, the
exercise price of such Incentive Stock Option (to the extent required by the
Code at the time of grant) shall be no less than 110% of the Fair Market Value
of a Share on the date such Incentive Stock Option is granted. Other than
pursuant to Section 9(c), the Committee shall not be permitted to (A) lower the
exercise price per Share of an Option after it is granted, (B) cancel an Option
when the exercise price per Share exceeds the Fair Market Value of the
underlying Shares in exchange for another Award (other than in connection with
Substitute Awards), or (C) take any other action with respect to an Option that
may be treated as a repricing, without approval of the Company’s
stockholders.

    (ii)          Time and Method of Exercise.
The Committee shall determine the time or times at which or the circumstances
under which an Option 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 Options shall cease to be or become exercisable following
termination of Continuous Service or upon other conditions, the methods by which
the exercise price may be paid or deemed to be paid (including in the discretion
of the Committee a cashless exercise procedure to the extent that it does not
violate the prohibition on personal loans to executive officers and Directors
imposed by the Sarbanes-Oxley Act of 2002), the form of such payment, including,
without limitation, cash, Shares, other Awards or awards granted under other
plans of the Company or a Related Entity, or other property (including notes or
other contractual obligations of Participants to make payment on a deferred
basis provided that such deferred payments are not in violation of the
Sarbanes-Oxley Act of 2002, or any rule or regulation adopted thereunder or any
other applicable law), and the methods by or forms in which Shares will be
delivered or deemed to be delivered to Participants. Except under certain
circumstances contemplated by Section 8 or as may be set forth in an Award
Agreement with respect to the death or Disability of a Participant, Options
shall not be exercisable before the expiration of one year from the date the
Option is granted.

    


    (iii)         Incentive Stock Options. The
terms of any Incentive Stock Option granted under the Plan shall comply in all
respects with the provisions of Section 422 of the Code. Anything in the Plan to
the contrary notwithstanding, no term of the Plan relating to Incentive Stock
Options shall be interpreted, amended or altered, nor shall any discretion or
authority granted under the Plan be exercised, so as to disqualify either the
Plan or any Incentive Stock Option under Section 422 of the Code, unless the
Participant has first requested, or consents to, the change that will result in
such disqualification. Thus, if and to the extent required to comply with
Section 422 of the Code, Options granted as Incentive Stock Options shall be
subject to the following special terms and conditions:

    


    (1)           the
Option shall not be exercisable more than ten years after the date such
Incentive Stock Option is granted; provided, however, that if a Participant owns
or is deemed to own (by reason of the attribution rules of Section 424(d) of the
Code) more than 10% of the combined voting power of all classes of stock of the
Company (or any parent corporation or subsidiary corporation of the Company, as
those terms are defined in Sections 424(e) and (f) of the Code, respectively)
and the Incentive Stock Option is granted to such Participant, the term of the
Incentive Stock Option shall be (to the extent required by the Code at the time
of the grant) for no more than five years from the date of grant;
and


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    (2)           the
aggregate Fair Market Value (determined as of the date the Incentive Stock
Option is granted) of the Shares with respect to which Incentive Stock Options
granted under the Plan and all other option plans of the Company (and any parent
corporation or subsidiary corporation of the Company, as those terms are defined
in Sections 424(e) and (f) of the Code, respectively) during any calendar year
exercisable for the first time by the Participant during any calendar year shall
not (to the extent required by the Code at the time of the grant) exceed
$100,000.

    


    7.           Certain
Provisions Applicable to Awards.

    


    (a)           Stand-Alone, Additional,
Tandem, and Substitute Awards. Awards granted under the Plan may, in the
discretion of the Committee, be granted either alone or in addition to, in
tandem with, or in substitution or exchange for, any other Award or any award
granted under another plan of the Company, any Related Entity, or any business
entity to be acquired by the Company or a Related Entity, or any other right of
a Participant to receive payment from the Company or any Related Entity. Such
additional, tandem, and substitute or exchange Awards may be granted at any
time. If an Award is granted in substitution or exchange for another Award or
award, the Committee shall require the surrender of such other Award or award in
consideration for the grant of the new Award. In addition, Awards may be granted
in lieu of cash compensation, including in lieu of cash amounts payable under
other plans of the Company or any Related Entity, in which the value of Stock
subject to the Award is equivalent in value to the cash
compensation.

    


    (b)           Term of Awards. The
term of each Award shall be for such period as may be determined by the
Committee; provided that in no event shall the term of any Award exceed a period
of ten years (or in the case of an Incentive Stock Option such shorter term as
may be required under Section 422 of the Code).

    


    (c)           Form and Timing of Payment
Under Awards; Deferrals. Subject to the terms of the Plan and any
applicable Award Agreement, payments to be made by the Company or a Related
Entity upon the exercise of an Option may be made in such forms as the Committee
shall determine, including, without limitation, cash, Shares, other Awards or
other property, and may be made in a single payment or transfer, in
installments, or on a deferred basis. Any installment or deferral provided for
in the preceding sentence shall, however, be subject to the Company’s compliance
with the provisions of the Sarbanes-Oxley Act of 2002, the rules and regulations
adopted by the Securities and Exchange Commission thereunder, and all applicable
rules of the Nasdaq Stock Market or any national securities exchange on which
the Company’s securities are listed for trading and, if not listed for trading
on either the Nasdaq Stock Market or a national securities exchange, then the
rules of the Nasdaq Stock Market. The settlement of any Award may be
accelerated, and cash paid in lieu of Shares in connection with such settlement,
in the discretion of the Committee or upon occurrence of one or more specified
events (in addition to a Change in Control). Installment or deferred payments
may be required by the Committee (subject to Section 9(e) of the Plan, including
the consent provisions thereof in the case of any deferral of an outstanding
Award not provided for in the original Award Agreement) or permitted at the
election of the Participant on terms and conditions established by the
Committee.


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    (d)           Exemptions from Section
16(b) Liability. It is the intent of the Company that the grant of any
Awards to or other transaction by a Participant who is subject to Section 16 of
the Exchange Act shall be exempt from Section 16 pursuant to an applicable
exemption (except for transactions acknowledged in writing to be non-exempt by
such Participant). Accordingly, if any provision of this Plan or any Award
Agreement does not comply with the requirements of Rule 16b-3 then applicable to
any such transaction, such provision shall be construed or deemed amended to the
extent necessary to conform to the applicable requirements of Rule 16b-3 so that
such Participant shall avoid liability under Section 16(b).

    


    (e)           Code Section 409A.
Notwithstanding any other provision of the Plan or an Award Agreement to the
contrary, to the extent that the Committee determines that any Award granted
under the Plan is subject to Section 409A of the Code, it is the intent of the
parties to the applicable Award Agreement that such Award Agreement incorporate
the terms and conditions necessary to avoid the consequences specified in
Section 409A(a)(1) of the Code and that such Award Agreement and the terms of
the Plan as applicable to such Award be interpreted and construed in compliance
with Section 409A of the Code and the Treasury regulations and other
interpretive guidance issued thereunder. Notwithstanding the foregoing, the
Company shall not be required to assume any increased economic burden in
connection therewith.

    


    8.           Change in
Control.

    


    (a)          Effect
of “Change in Control.” Subject to Section 8(a)(iv), and if and only to the
extent provided in the Award Agreement, or to the extent otherwise determined by
the Committee, upon the occurrence of a Change in Control:

    


    (i)           
Any Option that was not previously vested and exercisable as of the time of the
Change in Control shall become immediately vested and exercisable, subject to
applicable restrictions set forth in Section 9(a) hereof.

    


    (ii)           With
respect to any outstanding Award subject to achievement of performance goals and
conditions under the Plan, the Committee may, in its discretion, deem such
performance goals and conditions as having been met as of the date of the Change
in Control.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    (iii)          Notwithstanding
the foregoing, if in the event of a Change in Control the successor company
assumes or substitutes for an Option, then each outstanding Option shall not be
accelerated as described in Sections 8(a)(i) and (ii). For the purposes of this
Section 8(a)(iii), an Option shall be considered assumed or substituted for if
following the Change in Control the award confers the right to purchase or
receive, for each Share subject to the Option immediately prior to the Change in
Control, the consideration (whether stock, cash or other securities or property)
received in the transaction constituting a Change in Control by holders of
Shares for each Share held on the effective date of such transaction (and if
holders were offered a choice of consideration, the type of consideration chosen
by the holders of a majority of the outstanding shares); provided, however, that
if such consideration received in the transaction constituting a Change in
Control is not solely common stock of the successor company or its parent or
subsidiary, the Committee may, with the consent of the successor company or its
parent or subsidiary, provide that the consideration to be received upon the
exercise or vesting of an Option, for each Share subject thereto, will be solely
common stock of the successor company or its parent or subsidiary substantially
equal in fair market value to the per share consideration received by holders of
Shares in the transaction constituting a Change in Control. The determination of
such substantial equality of value of consideration shall be made by the
Committee in its sole discretion and its determination shall be conclusive and
binding. Notwithstanding the foregoing, on such terms and conditions as may be
set forth in an Award Agreement, in the event of a termination of a
Participant’s employment in such successor company (other than for Cause) within
24 months following such Change in Control, each Award held by such Participant
at the time of the Change in Control shall be accelerated as described in
Sections 8(a)(i), (ii) and (iii) above.

    


    (b)          Definition
of “Change in Control”. Unless otherwise specified in an Award Agreement, a
“Change in Control” shall mean the occurrence of any of the
following:

    


    (i)        
   The acquisition by any Person of Beneficial Ownership (within
the meaning of Rule 13d-3 promulgated under the Exchange Act) of more than fifty
percent (50%) of either (A) the then outstanding shares of common stock of the
Company (the “Outstanding Company Common Stock”) or (B) the combined voting
power of the then outstanding voting securities of the Company entitled to vote
generally in the election of directors (the “Outstanding Company Voting
Securities) (the foregoing Beneficial Ownership hereinafter being referred to as
a “Controlling Interest”); provided, however, that for purposes of this Section
8(b), the following acquisitions shall not constitute or result in a Change of
Control: (v) any acquisition directly from the Company; (w) any acquisition by
the Company; (x) any acquisition by any Person that as of the Effective Date
owns Beneficial Ownership of a Controlling Interest; (y) any acquisition by any
employee benefit plan (or related trust) sponsored or maintained by the Company
or any Subsidiary; or (z) any acquisition by any corporation pursuant to a
transaction which complies with clauses (A), (B) and (C) of subsection (iii)
below; or

    


    (ii)           During
any period of two (2) consecutive years (not including any period prior to the
Effective Date) individuals who constitute the Board on the Effective Date (the
“Incumbent Board”) cease for any reason to constitute at least a majority of the
Board; provided, however, that any individual becoming a director subsequent to
the Effective Date whose election, or nomination for election by the Company’s
stockholders, was approved by a vote of at least a majority of the directors
then comprising the Incumbent Board shall be considered as though such
individual were a member of the Incumbent Board, but excluding, for this
purpose, any such individual whose initial assumption of office occurs as a
result of an actual or threatened election contest with respect to the election
or removal of directors or other actual or threatened solicitation of proxies or
consents by or on behalf of a Person other than the Board; or


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    (iii)          Consummation
of a reorganization, merger, statutory share exchange or consolidation or
similar corporate transaction involving the Company or any of its Subsidiaries,
a sale or other disposition of all or substantially all of the assets of the
Company, or the acquisition of assets or stock of another entity by the Company
or any of its Subsidiaries (each a “Business Combination”), in each case,
unless, following such Business Combination, (A) all or substantially all of the
individuals and entities who were the Beneficial Owners, respectively, of the
Outstanding Company Common Stock and Outstanding Company Voting Securities
immediately prior to such Business Combination beneficially own, directly or
indirectly, more than fifty percent (50%) of the then outstanding shares of
common stock and the combined voting power of the then outstanding voting
securities entitled to vote generally in the election of directors, as the case
may be, of the corporation resulting from such Business Combination (including,
without limitation, a corporation which as a result of such transaction owns the
Company or all or substantially all of the Company’s assets either directly or
through one or more subsidiaries) in substantially the same proportions as their
ownership, immediately prior to such Business Combination of the Outstanding
Company Common Stock and Outstanding Company Voting Securities, as the case may
be, (B) no Person (excluding any employee benefit plan (or related trust) of the
Company or such corporation resulting from such Business Combination or any
Person that as of the Effective Date owns Beneficial Ownership of a Controlling
Interest) beneficially owns, directly or indirectly, fifty percent (50%) or more
of the then outstanding shares of common stock of the corporation resulting from
such Business Combination or the combined voting power of the then outstanding
voting securities of such corporation except to the extent that such ownership
existed prior to the Business Combination and (C) at least a majority of the
members of the Board of Directors of the corporation resulting from such
Business Combination were members of the Incumbent Board at the time of the
execution of the initial agreement, or of the action of the Board, providing for
such Business Combination; or

    


    (iv)          Approval
by the stockholders of the Company of a complete liquidation or dissolution of
the Company.

    


    9.           General
Provisions.

    


    (a)           Compliance With Legal and
Other Requirements. The Company may, to the extent deemed necessary or
advisable by the Committee, postpone the issuance or delivery of Shares or
payment of other benefits under any Award until completion of such registration
or qualification of such Shares or other required action under any federal or
state law, rule or regulation, listing or other required action with respect to
any stock exchange or automated quotation system upon which the Shares or other
Company securities are listed or quoted, or compliance with any other obligation
of the Company, as the Committee, may consider appropriate, and may require any
Participant to make such representations, furnish such information and comply
with or be subject to such other conditions as it may consider appropriate in
connection with the issuance or delivery of Shares or payment of other benefits
in compliance with applicable laws, rules, and regulations, listing
requirements, or other obligations.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    (b)          Limits on Transferability;
Beneficiaries. No Award or other right or interest granted under the Plan
shall be pledged, hypothecated or otherwise encumbered or subject to any lien,
obligation or liability of such Participant to any party, or assigned or
transferred by such Participant otherwise than by will or the laws of descent
and distribution or to a Beneficiary upon the death of a Participant, and such
Awards or rights that may be exercisable shall be exercised during the lifetime
of the Participant only by the Participant or his or her guardian or legal
representative, except that Awards and other rights may be transferred to one or
more Beneficiaries or other transferees during the lifetime of the Participant,
and may be exercised by such transferees in accordance with the terms of such
Award, but only if and to the extent such transfers are permitted by the
Committee pursuant to the express terms of an Award Agreement (subject to any
terms and conditions which the Committee may impose thereon). A Beneficiary,
transferee, or other person claiming any rights under the Plan from or through
any Participant shall be subject to all terms and conditions of the Plan and any
Award Agreement applicable to such Participant, except as otherwise determined
by the Committee, and to any additional terms and conditions deemed necessary or
appropriate by the Committee.

    


    (c)          Adjustments.

    


    (i)       
    Adjustments to Awards. In the
event that any extraordinary dividend or other distribution (whether in the form
of cash, Shares, or other property), recapitalization, forward or reverse split,
reorganization, merger, consolidation, spin-off, combination, repurchase, share
exchange, liquidation, dissolution or other similar corporate transaction or
event affects the Shares and/or such other securities of the Company or any
other issuer such that a substitution, exchange, or adjustment is determined by
the Committee to be appropriate, then the Committee shall, in such manner as it
may deem equitable, substitute, exchange or adjust any or all of (A) the number
and kind of Shares which may be delivered in connection with Awards granted
thereafter, (B) the number and kind of Shares by which annual per-person Award
limitations are measured under Section 5 hereof, (C) the number and kind of
Shares subject to or deliverable in respect of outstanding Awards, (D) the
exercise price, grant price or purchase price relating to any Award and/or make
provision for payment of cash or other property in respect of any outstanding
Award, and (E) any other aspect of any Award that the Committee determines to be
appropriate.

    


    (ii)           Adjustments in Case of Certain
Corporate Transactions. In the event of any merger, consolidation or
other reorganization in which the Company does not survive, or in the event of
any Change in Control, any outstanding Awards may be dealt with in accordance
with any of the following approaches, as determined by the agreement
effectuating the transaction or, if and to the extent not so determined, as
determined by the Committee: (a) the continuation of the outstanding Awards by
the Company, if the Company is the surviving corporation, (b) the assumption or
substitution for, as those terms are described in Section 8(b)(iv) hereof, the
outstanding Awards by the surviving corporation or its parent or subsidiary, (c)
full exercisability or vesting and accelerated expiration of the outstanding
Awards, or (d) settlement of the value of the outstanding Awards in cash or cash
equivalents or other property followed by cancellation of such Awards (which
value shall be measured by the amount, if any, by which the Fair Market Value of
a Share exceeds the exercise or grant price of the Option as of the effective
date of the transaction). The Committee shall give written or electronic notice
of any proposed transaction referred to in this Section 9(c)(ii) a reasonable
period of time prior to the closing date for such transaction (which notice may
be given either before or after the approval of such transaction), in order that
Participants may have a reasonable period of time prior to the closing date of
such transaction within which to exercise any Awards that are then exercisable
(including any Awards that may become exercisable upon the closing date of such
transaction). A Participant may condition his exercise of any Awards upon the
consummation of the transaction.


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    (iii)          Other Adjustments. The
Committee (and the Board if and only to the extent such authority is not
required to be exercised by the Committee to comply with Section 162(m) of the
Code) is authorized to make adjustments in the terms and conditions of, and the
criteria included in, Awards (including Performance Awards, or performance goals
relating thereto) in recognition of unusual or nonrecurring events (including,
without limitation, acquisitions and dispositions of businesses and assets)
affecting the Company, any Related Entity or any business unit, or the financial
statements of the Company or any Related Entity, or in response to changes in
applicable laws, regulations, accounting principles, tax rates and regulations
or business conditions or in view of the Committee’s assessment of the business
strategy of the Company, any Related Entity or business unit thereof,
performance of comparable organizations, economic and business conditions,
personal performance of a Participant, and any other circumstances deemed
relevant; provided that no such adjustment shall be authorized or made if and to
the extent that such authority or the making of such adjustment would cause
Options granted pursuant to Section 8(b) hereof to Participants designated by
the Committee as Covered Employees and intended to qualify as “performance-based
compensation” under Code Section 162(m) and the regulations thereunder to
otherwise fail to qualify as “performance-based compensation” under Code Section
162(m) and regulations thereunder.

    


    (d)          Taxes. The Company and any
Related Entity are authorized to withhold from any Award granted, any payment
relating to an Award under the Plan, including from a distribution of Shares, or
any payroll or other payment to a Participant, amounts of withholding and other
taxes due or potentially payable in connection with any transaction involving an
Award, and to take such other action as the Committee may deem advisable to
enable the Company or any Related Entity and Participants to satisfy obligations
for the payment of withholding taxes and other tax obligations relating to any
Award. This authority shall include authority to withhold or receive Shares
(recognizing that if and to the extent that the Shares withheld exceed certain
minimum statutory withholding requirements, such withholding may cause the Award
to be treated as a liability subject to potential unfavorable financial
accounting treatment) or other property and to make cash payments in respect
thereof in satisfaction of a Participant’s tax obligations, either on a
mandatory or elective basis in the discretion of the Committee.

    


    (e)          Changes
to the Plan and Awards. The Board may amend, alter, suspend, discontinue or
terminate the Plan, or the Committee’s authority to grant Awards under the Plan,
without the consent of stockholders or Participants, except that any amendment
or alteration to the Plan shall be subject to the approval of the Company’s
stockholders not later than the annual meeting next following such Board action
if such stockholder approval is required by any federal or state law or
regulation (including, without limitation, Rule 16b-3 or Code Section 162(m)) or
the rules of the Nasdaq Global Select Market or any national securities exchange
on which any securities of the Company are listed for trading, and the Board may
otherwise, in its discretion, determine to submit other such changes to the Plan
to stockholders for approval; provided that, without the consent of an affected
Participant, no such Board action may materially and adversely affect the rights
of such Participant under any previously granted and outstanding Award. The
Committee may waive any conditions or rights under, or amend, alter, suspend,
discontinue or terminate any Award theretofore granted and any Award Agreement
relating thereto, except as otherwise provided in the Plan; provided that,
without the consent of an affected Participant, no such Committee or the Board
action may materially and adversely affect the rights of such Participant under
such Award.


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    (f)           Limitation on Rights Conferred Under
Plan. Neither the Plan nor any action taken hereunder shall be construed
as (i) giving any Eligible Person or Participant the right to continue as an
Eligible Person or Participant or in the employ or service of the Company or a
Related Entity; (ii) interfering in any way with the right of the Company or a
Related Entity to terminate any Eligible Person’s or Participant’s Continuous
Service at any time, (iii) giving an Eligible Person or Participant any claim to
be granted any Award under the Plan or to be treated uniformly with other
Participants and Employees, or (iv) conferring on a Participant any of the
rights of a stockholder of the Company unless and until the Participant is duly
issued or transferred Shares in accordance with the terms of an
Award.

    


    (g)           Unfunded
Status of Awards; Creation of Trusts. The Plan is intended to constitute an
“unfunded” plan for incentive and deferred compensation. With respect to any
payments not yet made to a Participant or obligation to deliver Shares pursuant
to an Award, nothing contained in the Plan or any Award shall give any such
Participant any rights that are greater than those of a general creditor of the
Company; provided that the Committee may authorize the creation of trusts and
deposit therein cash, Shares, other Awards or other property, or make other
arrangements to meet the Company’s obligations under the Plan. Such trusts or
other arrangements shall be consistent with the “unfunded” status of the Plan
unless the Committee otherwise determines with the consent of each affected
Participant. The trustee of such trusts may be authorized to dispose of trust
assets and reinvest the proceeds in alternative investments, subject to such
terms and conditions as the Committee may specify and in accordance with
applicable law.

    


    (h)           Nonexclusivity of the Plan.
Neither the adoption of the Plan by the Board nor its submission to the
stockholders of the Company for approval shall be construed as creating any
limitations on the power of the Board or a committee thereof to adopt such other
incentive arrangements as it may deem desirable including incentive arrangements
and awards which do not qualify under Section 162(m) of the Code.

    


    (i)    
       Payments in the Event of
Forfeitures; Fractional Shares. Unless otherwise determined by the
Committee, in the event of a forfeiture of an Award with respect to which a
Participant paid cash or other consideration, the Participant shall be repaid
the amount of such cash or other consideration. No fractional Shares shall be
issued or delivered pursuant to the Plan or any Award. The Committee shall
determine whether cash, other Awards or other property shall be issued or paid
in lieu of such fractional shares or whether such fractional shares or any
rights thereto shall be forfeited or otherwise eliminated.


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    (j)         
  Governing
Law. The validity, construction and effect of the Plan, any rules and
regulations under the Plan, and any Award Agreement shall be determined in
accordance with the laws of the State of Delaware without giving effect to
principles of conflict of laws, and applicable federal law.

    


    (k)           Non-U.S. Laws. With
respect to any Participant who is resident outside of the U.S., the Committee
shall have the authority to adopt such modifications, procedures, Award
Agreements and subplans as may be necessary or desirable to comply with
provisions of the laws of non-U.S. jurisdictions in which the Company or its
Subsidiaries may operate to assure the viability of the benefits from Awards
granted to such Participants and to meet the objectives of the
Plan.

    


    (l)           Plan Effective Date and
Stockholder Approval; Termination of Plan. The Plan shall become
effective on the Effective Date. Within 12 months of its adoption by the Board,
the stockholders of the Company eligible to vote in the election of directors,
shall, by a vote sufficient to meet the requirements of Code Sections 162(m) (if
applicable) and 422, Rule 16b-3 under the Exchange Act (if applicable),
applicable requirements under the rules of the Nasdaq Stock Market or any
national securities exchange on which any securities of the Company are listed
for trading, and other laws, regulations, and obligations of the Company
applicable to the Plan, adopt the Plan. The Plan shall terminate at the earliest
of (a) such time as no Shares remain available for issuance under the Plan, (b)
termination of this Plan by the Board, or (c) the tenth anniversary of the
Effective Date. Awards outstanding upon expiration of the Plan shall remain in
effect until they have been exercised or terminated, or have
expired.