Unassociated Document


    Exhibit 10.1

       

      HANA
BIOSCIENCES, INC.

      2010
EQUITY INCENTIVE PLAN

      


      SECTION
1.

      DEFINITIONS

       

      As used herein, the following terms
shall have the meanings indicated below:

      


      (a)       
   “Administrator” shall mean the Board of
Directors of the Company, or one or more Committees appointed by the Board, as
the case may be.

       

      (b)       
   “Affiliate(s)” shall mean a
Parent or Subsidiary of the Company.

       

      (c)       
   “Award”
shall mean any grant of an Option, Restricted Stock Award, Restricted Stock Unit
Award, Stock Appreciation Right or Performance Award.

       

      (d)       
   “Change of
Control” shall mean the occurrence, in a single transaction or in a
series of related transactions, of any one or more of the following
events.  For purposes of this definition, a person, entity or group shall
be deemed to “Own,” to
have “Owned,” to be the
“Owner” of, or to have
acquired “Ownership” of
securities if such person, entity or group directly or indirectly, through any
contract, arrangement, understanding, relationship or otherwise, has or shares
voting power, which includes the power to vote or to direct the voting, with
respect to such securities.

       

      (i)       
   Any person, entity or group becomes the Owner, directly or
indirectly, of securities of the Company representing more than fifty percent
(50%) of the combined voting power of the Company’s then outstanding securities
other than by virtue of a merger, consolidation or similar transaction. 
Notwithstanding the foregoing, a Change in Control shall not be deemed to occur
(A) on account of the acquisition of securities of the Company by an investor,
any affiliate thereof or any other person, entity or group from the Company in a
transaction or series of related transactions the primary purpose of which is to
obtain financing for the Company through the issuance of equity securities or
(B) solely because the level of Ownership held by any person, entity or group
(the “Subject Person”)
exceeds fifty percent (50%) of the outstanding voting securities as a result of
a repurchase or other acquisition of voting securities by the Company reducing
the number of shares outstanding, provided that if a Change in Control would
occur (but for the operation of this sentence) as a result of the acquisition of
voting securities by the Company, and after such share acquisition, the Subject
Person becomes the Owner of any additional voting securities that, assuming the
repurchase or other acquisition had not occurred, increases the percentage of
the then outstanding voting securities Owned by the Subject Person to more than
fifty percent (50%), then a Change in Control shall be deemed to
occur;

       

      (ii)     
     There is consummated a merger, consolidation or similar
transaction involving (directly or indirectly) the Company and, immediately
after the consummation of such merger, consolidation or similar transaction, the
stockholders of the Company immediately prior thereto do not Own, directly or
indirectly, either (A) outstanding voting securities representing more than
fifty percent (50%) of the combined outstanding voting power of the surviving
entity in such merger, consolidation or similar transaction or (B) more than
fifty percent (50%) of the combined outstanding voting power of the parent of
the surviving entity in such merger, consolidation or similar transaction, in
each case in substantially the same proportions as their Ownership of the
outstanding voting securities of the Company immediately prior to such
transaction;


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      (iii)     
   There is consummated a sale, lease, exclusive license or other
disposition of all or substantially all of the total gross value of the
consolidated assets of the Company and its subsidiaries, other than a sale,
lease, license or other disposition of all or substantially all of total gross
value of the consolidated assets of the Company and its subsidiaries to an
entity, more than fifty percent (50%) of the combined voting power of the voting
securities of which are Owned by stockholders of the Company in substantially
the same proportions as their Ownership of the outstanding voting securities of
the Company immediately prior to such sale, lease, license or other disposition
(for purposes of this Section 1(d)(iii), “gross value” means the value of the
assets of the Company or the value of the assets being disposed of, as the case
may be, determined without regard to any liabilities associated with such
assets); or

       

      (iv)     
    Individuals who, at the beginning of any consecutive twelve-month
period, are members of the Board (the “Incumbent Board”) cease for
any reason to constitute at least a majority of the members of the Board at any
time during that consecutive twelve-month period; provided, however, that if
the appointment or election (or nomination for election) of any new Board member
was approved or recommended by a majority vote of the members of the Incumbent
Board then still in office or stockholders of the Company at the beginning of
such twelve-month period, such new member shall, for purposes of this Plan, be
considered as a member of the Incumbent Board.

       

      For the
avoidance of doubt, the term Change in Control shall not include a sale of
assets, merger or other transaction effected exclusively for the purpose of
changing the domicile of the Company.  To the extent required, the
determination of whether a Change of Control has occurred shall be made in
accordance with Internal Revenue Code Section 409A and the regulations, notices
and other guidance of general applicability issued thereunder.

      


      (e)       
   “Committee”
shall mean a Committee of two or more directors who shall be appointed by and
serve at the pleasure of the Board.  To the extent necessary for compliance
with Rule 16b-3, or any successor provision, each of the members of the
Committee shall be a “non-employee director.”  Solely for purposes of this
Section 1(e), “non-employee director” shall have the same meaning as set forth
in Rule 16b-3 under the Exchange Act, or any successor provision, as then in
effect.

       

      (f)       
    The “Company” shall mean Hana
Biosciences, Inc., a Delaware corporation.

       

      (g)       
   “Exchange
Act” means the Securities Exchange Act of 1934, as amended, and the rules
and regulations of the Securities and Exchange Commission promulgated
thereunder.


      
        
           


        

        
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      (h)       
   “Fair Market
Value” as of any date shall mean (i) if such stock is listed on the
Nasdaq Global Select Market, Nasdaq Global Market, Nasdaq Capital Market
(“collectively, the “Nasdaq”) or another
established stock exchange, the price of such stock at the close of the regular
trading session of such market or exchange on such date, as reported by
Bloomberg or a comparable reporting service, or, if no sale of such stock shall
have occurred on such date, on the next preceding date on which there was a sale
of stock; (ii) if such stock is quoted by the OTC Bulletin Board, the price of
such stock at the close of the regular trading session of the OTC Bulletin Board
on such date, as reported by Bloomberg or a comparable reporting service, or if
no sale of such stock shall have occurred on such date, on the next preceding
date on which there was a sale of stock; provided, however, that if
there are not reported sales on the OTC Bulletin Board, then the price of such
stock shall be the average of the closing “bid” and “asked” prices quoted on the
OTC Bulletin Board on such date; (iii) if such stock is not listed on the Nasdaq
or another established exchange and is not quoted on the OTC Bulletin Board, the
price of such stock the average of the closing “bid” and “asked” prices quoted
by the National Quotation Bureau, or any comparable reporting service on such
date or, if there are no quoted “bid” and “asked” prices on such date, on the
next preceding date for which there are such quotes; or (iii) if such stock is
not publicly traded as of such date, the per share value as determined by the
Board, or the Committee, in its sole discretion by applying principles of
valuation with respect to the Company’s Common Stock.

       

      (i)      
     “Incentive
Stock Option” means an Option that qualifies as an “incentive stock
option” within the meaning of Section 422 of the Code and the rules and
regulations promulgated thereunder.

       

      (j)      
     The “Internal Revenue Code” or
“Code” is the Internal
Revenue Code of 1986, as amended from time to time.

       

      (k)       
   “Nonqualified
Stock Option” means an Option that does not, at the time of grant or
thereafter, qualify as an Incentive Stock Option.

       

      (l)      
     “Option” means an Incentive
Stock Option or Nonqualified Stock Option to purchase shares of Common Stock
pursuant to the Plan.

       

      (m)       
  “Parent” shall
mean any corporation which owns, directly or indirectly in an unbroken chain,
fifty percent (50%) or more of the total voting power of the Company’s
outstanding stock.

       

      (n)       
   “Participant” means (i) a key
employee or officer of the Company or any Affiliate to whom an Incentive Stock
Option has been granted pursuant to Section 9; (ii) a consultant or advisor to,
or director, key employee or officer, of the Company or any Affiliate to whom a
Nonqualified Stock Option has been granted pursuant to Section 10; (iii) a
consultant or advisor to, or director, key employee or officer, of the Company
or any Affiliate to whom a Restricted Stock Award or Restricted Stock Unit Award
has been granted pursuant to Section 11; (iv) a consultant or advisor to, or
director, key employee or officer, of the Company or any Affiliate to whom a
Performance Award has been granted pursuant to Section 12; or (v) a consultant
or advisor to, or director, key employee or officer, of the Company or any
Affiliate to whom a Stock Appreciation Right has been granted pursuant to
Section 13.


      
        
           


        

        
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      (o)       
   “Performance
Award” shall mean any Performance Shares or Performance Units granted
pursuant to Section 12 hereof.

       

      (p)       
   “Performance
Objective(s)” shall mean one or more performance objectives established
by the Administrator, in its sole discretion, for Awards granted under this
Plan.

       

      (q)       
   “Performance
Period” shall mean the period, established at the time any Performance
Award is granted or at any time thereafter, during which any Performance
Objectives specified by the Administrator with respect to such Performance Award
are to be measured.

       

      (r)       
   “Performance
Share” shall mean any grant pursuant to Section 12 hereof of an Award,
which value, if any, shall be paid to a Participant by delivery of shares of
Common Stock of the Company upon achievement of such Performance Objectives
during the Performance Period as the Administrator shall establish at the time
of such grant or thereafter.

       

      (s)       
   “Performance
Unit” shall mean any grant pursuant to Section 12 hereof of an Award,
which value, if any, shall be paid to a Participant by delivery of cash upon
achievement of such Performance Objectives during the Performance Period as the
Administrator shall establish at the time of such grant or
thereafter.

       

      (t)      
     The “Plan” means the Hana
Biosciences, Inc. 2010 Equity Incentive Plan, as amended hereafter from time to
time, including the form of Agreements as they may be modified by the
Administrator from time to time.

       

      (u)       
   “Restricted Stock
Award” or “Restricted
Stock Unit Award” shall mean any grant of restricted shares of Stock of
the Company or the grant of any restricted stock units pursuant to Section 11
hereof.

       

      (v)       
   “Securities
Act” means the Securities Act of 1933, as amended.

       

      (w)       
   “Stock,”
“Option Stock” or “Common Stock” shall mean
Common Stock of the Company (subject to adjustment as described in Section
14).

       

      (x)       
   “Stock
Appreciation Right” shall mean a grant pursuant to Section 13
hereof.

       

      (y)       
   A “Subsidiary” shall mean any
corporation of which fifty percent (50%) or more of the total voting power of
the Company’s outstanding Stock is owned, directly or indirectly in an unbroken
chain, by the Company.

       

      SECTION
2.

      PURPOSE

       

      The purpose of the Plan is to promote
the success of the Company and its Affiliates by facilitating the employment and
retention of competent personnel and by furnishing incentive to officers,
directors, employees, consultants, and advisors upon whose efforts the success
of the Company and its Affiliates will depend to a large
degree.


      
        
           


        

        
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      It is the intention of the Company to
carry out the Plan through the granting of Options which will qualify as
“incentive stock options” under the provisions of Section 422 of the Internal
Revenue Code, or any successor provision, pursuant to Section 9 of this Plan;
through the granting of Nonqualified Stock Options pursuant to Section 10 of
this Plan; through the granting of Restricted Stock Awards and Restricted Stock
Unit Awards pursuant to Section 11 of this Plan; through the granting of
Performance Awards pursuant to Section 12 of this Plan; and through the granting
of Stock Appreciation Rights pursuant to Section 13 of this Plan.  Adoption
of this Plan shall be and is expressly subject to the condition of approval by
the stockholders of the Company within twelve (12) months before or after the
adoption of the Plan by the Board of Directors.  Awards may be granted
prior to the date this Plan is approved by the stockholders of the Company;
provided, however, that
any Incentive Stock Options granted after adoption of the Plan by the Board of
Directors shall be treated as Nonqualified Stock Options if stockholder approval
is not obtained within such twelve-month period.

      


      SECTION
3.

      EFFECTIVE DATE OF
PLAN

       

      The Plan shall be effective as of the
date of adoption by the Board of Directors, subject to approval by the
stockholders of the Company as required in Section 2.

      


      SECTION
4.

      ADMINISTRATION

       

      The Plan shall be administered by the
Board of Directors of the Company (hereinafter referred to as the “Board”) or by a Committee
which may be appointed by the Board from time to time to administer the Plan
(hereinafter collectively referred to as the “Administrator”).  Except
as otherwise provided herein, the Administrator shall have all of the powers
vested in it under the provisions of the Plan, including but not limited to
exclusive authority to determine, in its sole discretion, whether an Award shall
be granted; the individuals to whom, and the time or times at which, Awards
shall be granted; the number of shares subject to each Award; the option price;
and the performance criteria, if any, and any other terms and conditions of each
Award.  The Administrator shall have full power and authority to administer
and interpret the Plan, to make and amend rules, regulations and guidelines for
administering the Plan, to prescribe the form and conditions of the respective
agreements evidencing each Award (which may vary from Participant to
Participant), and to make all other determinations necessary or advisable for
the administration of the Plan.  The Administrator’s interpretation of the
Plan, and all actions taken and determinations made by the Administrator
pursuant to the power vested in it hereunder, shall be conclusive and binding on
all parties concerned.

      


      No member of the Board or the Committee
shall be liable for any action taken or determination made in good faith in
connection with the administration of the Plan.  In the event the Board
appoints a Committee as provided hereunder, any action of the Committee with
respect to the administration of the Plan shall be taken pursuant to a majority
vote of the Committee members or pursuant to the written resolution of all
Committee members.


      
        
           


        

        
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      SECTION
5.

      PARTICIPANTS

       

      The Administrator shall from time to
time, at its discretion and without approval of the stockholders, designate
those employees, officers, directors, consultants, and advisors of the Company
or of any Affiliate to whom Awards shall be granted under this Plan; provided, however, that,
subject to express exceptions, if any, as the Administrator may establish, the
eligibility shall be further limited to those persons as to whom the use of a
Form S-8 registration statement is permissible.  The Administrator shall,
from time to time, at its discretion and without approval of the stockholders,
designate those employees of the Company or any Affiliate to whom Awards,
including Incentive Stock Options shall be granted under this Plan.  The
Administrator may grant additional Awards, including Incentive Stock Options,
under this Plan to some or all Participants then holding Awards, or may grant
Awards solely or partially to new Participants. In designating Participants, the
Administrator shall also determine the number of shares to be optioned or
awarded to each such Participant and the performance criteria applicable to each
Performance Award. The Administrator may from time to time designate individuals
as being ineligible to participate in the Plan.

      


      SECTION
6.

      STOCK

       

      The Stock to be optioned under this
Plan shall consist of authorized but unissued shares of Common Stock. The
maximum aggregate number of shares of Stock reserved and available for Awards
under the Plan is Eight Million (8,000,000) shares; provided, however, that all
shares of Stock reserved and available under the Plan shall constitute the
maximum aggregate number of shares of Stock that may be issued through Incentive
Stock Options. The following shares of Stock shall continue to be reserved and
available for Awards granted pursuant to the Plan: (i) any outstanding Award
that expires for any reason, (ii) any portion of an outstanding Option or Stock
Appreciation Right that is terminated prior to exercise, (iii) any portion of an
Award that is terminated prior to the lapsing of the risks of forfeiture on such
Award, (iv) shares of Stock used to pay the exercise price under any Award, (v)
shares of Stock used to satisfy any tax withholding obligation attributable to
any Award, whether such shares are withheld by the Company or tendered by the
Participant, and (vi) shares of Stock covered by an Award to the extent the
Award is settled in cash.

      


      SECTION
7.

      DURATION OF
PLAN

       

      Incentive stock options may be granted
pursuant to the Plan from time to time during a period of ten (10) years from
the effective date as defined in Section 3.  Other Awards may be granted
pursuant to the Plan from time to time after the effective date of the Plan and
until the Plan is discontinued or terminated by the
Administrator.


      
        
           


        

        
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      SECTION
8.

      PAYMENT

       

      Participants may pay for shares upon
exercise of Options granted pursuant to this Plan  (i) in cash, or with a
personal check or certified check, (ii) by the transfer from the Participant to
the Company of previously acquired shares of Common Stock, (iii) through the
withholding of shares of Stock from the number of shares otherwise issuable upon
the exercise of the Option (e.g., a net share
settlement), (iv) through broker-assisted cashless exercise, or (v) by a
combination thereof. Any stock tendered as part of such payment shall be
valued at such stock’s then Fair Market Value, or such other form of payment as
may be authorized by the Administrator.  In the event the Optionee elects
to pay the exercise price in whole or in part with previously acquired shares of
Common Stock or through a net share settlement, the Fair Market Value of the
shares of Stock delivered or withheld shall equal the total exercise price for
the shares being purchased in such manner.  The Administrator may, in its
sole discretion, limit the forms of payment available to the Participant and may
exercise such discretion any time prior to the termination of the Option granted
to the Participant or upon any exercise of the Option by the Participant. 
“Previously-owned shares” means shares of the Company’s Common Stock which the
Participant has owned for at least six (6) months prior to the exercise of the
Option, or for such other period of time, if any, as may be required by
generally accepted accounting principles.

      


      With respect to payment in the form of
Common Stock of the Company, the Administrator may require advance approval or
adopt such rules as it deems necessary to assure compliance with Rule 16b-3
under the Exchange Act, or any successor provision, if applicable.

      


      SECTION
9.

      TERMS AND CONDITIONS OF
INCENTIVE STOCK OPTIONS

       

      Each Incentive Stock Option granted
pursuant to this Section 9 shall be evidenced by a written agreement (the “Incentive Stock Option Agreement”).  The
Incentive Stock Option Agreement shall be in such form as may be approved from
time to time by the Administrator and may vary from Participant to Participant;
provided, however, that
each Participant and each Incentive Stock Option Agreement shall comply with and
be subject to the following terms and conditions:

      


      (a)       
   Number of
Shares and Option Price.  The Incentive Stock Option Agreement shall
state the total number of shares covered by the Incentive Stock Option. 
Except as permitted by Code Section 424(a), or any successor provision, the
option price per share shall not be less than one hundred percent (100%) of the
per share Fair Market Value of the Common Stock on the date the Administrator
grants the Option; provided,
however, that if a Participant owns stock possessing more than ten
percent (10%) of the total combined voting power of all classes of stock of the
Company or of its Parent or any Subsidiary, the option price per share of an
Incentive Stock Option granted to such Participant shall not be less than one
hundred ten percent (110%) of the per share Fair Market Value of the Company’s
Common Stock on the date of the grant of the Option.  The Administrator
shall have full authority and discretion in establishing the option price and
shall be fully protected in so doing.


      
        
           


        

        
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      (b)       
   Term and
Exercisability of Incentive Stock Option.  The term during which any
Incentive Stock Option granted under the Plan may be exercised shall be
established in each case by the Administrator.  Except as permitted by Code
Section 424(a), in no event shall any Incentive Stock Option be exercisable
during a term of more than ten (10) years after the date on which it is granted;
provided, however, that
if a Participant owns stock possessing more than ten percent (10%) of the total
combined voting power of all classes of stock of the Company or of its Parent or
any Subsidiary, the Incentive Stock Option granted to such Participant shall be
exercisable during a term of not more than five (5) years after the date on
which it is granted.

       

      The
Incentive Stock Option Agreement shall state when the Incentive Stock Option
becomes exercisable and shall also state the maximum term during which the
Option may be exercised.  In the event an Incentive Stock Option is
exercisable immediately, the manner of exercise of the Option in the event it is
not exercised in full immediately shall be specified in the Incentive Stock
Option Agreement.  The Administrator may accelerate the exercisability of
any Incentive Stock Option granted hereunder which is not immediately
exercisable as of the date of grant.

      


      (c)       
   Nontransferability. 
No Incentive Stock Option shall be transferable, in whole or in part, by the
Participant other than by will or by the laws of descent and distribution. 
During the Participant’s lifetime, the Incentive Stock Option may be exercised
only by the Participant.  If the Participant shall attempt any transfer of
any Incentive Stock Option granted under the Plan during the Participant’s
lifetime, such transfer shall be void and the Incentive Stock Option, to the
extent not fully exercised, shall terminate.

       

      (d)       
   No Rights
as Stockholder.  A Participant (or the Participant’s successor or
successors) shall have no rights as a stockholder with respect to any shares
covered by an Incentive Stock Option until the date of the issuance of a stock
certificate evidencing such shares.  No adjustment shall be made for
dividends (ordinary or extraordinary, whether in cash, securities or other
property), distributions or other rights for which the record date is prior to
the date such stock certificate is actually issued (except as otherwise provided
in Section 14 of the Plan).

       

      (e)       
   Withholding. 
The Company or its Affiliate shall be entitled to withhold and deduct from any
future payments to the Participant all legally required amounts necessary to
satisfy any and all withholding and employment-related taxes attributable to the
Participant’s exercise of an Incentive Stock Option or a “disqualifying
disposition” of shares acquired through the exercise of an Incentive Stock
Option as defined in Code Section 421(b).  In the event the Participant is
required under the Incentive Stock Option Agreement to pay the Company, or make
arrangements satisfactory to the Company respecting payment of, such withholding
and employment-related taxes, the Administrator may, in its discretion and
pursuant to such rules as it may adopt, permit the Participant to satisfy such
obligation, in whole or in part, by delivering shares of the Company’s Common
Stock or by electing to have the Company withhold shares of Common Stock
otherwise issuable to the Participant as a result of the exercise of the
Incentive Stock Option.  Such shares shall have a Fair Market Value equal
to the minimum required tax withholding, based on the minimum statutory
withholding rates for federal and state tax purposes, including payroll taxes,
that are applicable to the supplemental income resulting from such exercise or
disqualifying disposition.  In no event may the Participant deliver shares,
nor may the Company or any Affiliate withhold shares, having a Fair Market Value
in excess of such statutory minimum required tax withholding.  The
Participant’s election to have shares withheld for this purpose shall be made on
or before the later of (i) the date the Incentive Stock Option is exercised or
the date of the disqualifying disposition, as the case may be, or (ii) the date
that the amount of tax to be withheld is determined under applicable tax
law.  Such election shall be approved by the Administrator and otherwise
comply with such rules as the Administrator may adopt to assure compliance with
Rule 16b-3 under the Exchange Act, or any successor provision, as then in
effect, if applicable.


      
        
           


        

        
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      (f)       
   Other
Provisions.  The Incentive Stock Option Agreement authorized under
this Section 9 shall contain such other provisions as the Administrator shall
deem advisable.  Any such Incentive Stock Option Agreement shall contain
such limitations and restrictions upon the exercise of the Option as shall be
necessary to ensure that such Option will be considered an “incentive stock
option” as defined in Section 422 of the Internal Revenue Code or to conform to
any change therein.

       

      SECTION
10.

      TERMS AND CONDITIONS OF
NONQUALIFIED STOCK OPTIONS

       

      Each Nonqualified Stock Option granted
pursuant to this Section 10 shall be evidenced by a written agreement (a “Nonqualified Stock Option Agreement”).  The
Nonqualified Stock Option Agreement shall be in such form as may be approved
from time to time by the Administrator and may vary from Participant to
Participant; provided,
however, that each Participant and each Nonqualified Stock Option
Agreement shall comply with and be subject to the following terms and
conditions:

      


      (a)       
   Number of
Shares and Option Price.  The Nonqualified Stock Option Agreement
shall state the total number of shares covered by the Nonqualified Stock
Option.  Unless otherwise determined by the Administrator, the option price
per share shall be one hundred percent (100%) of the per share Fair Market Value
of the Common Stock on the date the Administrator grants the
Option.

       

      (b)       
   Term and
Exercisability of Nonqualified Stock Option.  The term during which
any Nonqualified Stock Option granted under the Plan may be exercised shall be
established in each case by the Administrator.  The Nonqualified Stock
Option Agreement shall state when the Nonqualified Stock Option becomes
exercisable and shall also state the maximum term during which the Option may be
exercised.  In the event a Nonqualified Stock Option is exercisable
immediately, the manner of exercise of the Option in the event it is not
exercised in full immediately shall be specified in the Nonqualified Stock
Option Agreement.   The Administrator may accelerate the
exercisability of any Nonqualified Stock Option granted hereunder which is not
immediately exercisable as of the date of grant.

       

      (c)       
   Transferability. 
A Nonqualified Stock Option shall be transferable, in whole or in part, by the
Participant by will or by the laws of descent and distribution.  In
addition, the Administrator may, in its sole discretion, permit the Participant
to transfer any or all Nonqualified Stock Options to any member of the
Participant’s “immediate family” as such term is defined in Rule 16a-1(e) under
the Exchange Act, or any successor provision, or to one or more trusts whose
beneficiaries are members of such Participant’s “immediate family” or
partnerships in which such family members are the only partners; provided, however, that the
Participant cannot receive any consideration for the transfer and such
transferred Nonqualified Stock Option shall continue to be subject to the same
terms and conditions as were applicable to such Nonqualified Stock Option
immediately prior to its transfer.


      
        
           


        

        
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      (d)       
   No Rights
as Stockholder.  A Participant (or the Participant’s successor or
successors) shall have no rights as a stockholder with respect to any shares
covered by a Nonqualified Stock Option until the date of the issuance of a stock
certificate evidencing such shares.  No adjustment shall be made for
dividends (ordinary or extraordinary, whether in cash, securities or other
property), distributions or other rights for which the record date is prior to
the date such stock certificate is actually issued (except as otherwise provided
in Section 14 of the Plan).

       

      (e)       
   Withholding. 
The Company or its Affiliate shall be entitled to withhold and deduct from any
future payments to the Participant all legally required amounts necessary to
satisfy any and all withholding and employment-related taxes attributable to the
Participant’s exercise of a Nonqualified Stock Option.  In the event the
Participant is required under the Nonqualified Stock Option Agreement to pay the
Company, or make arrangements satisfactory to the Company respecting payment of,
such withholding and employment-related taxes, the Administrator may, in its
discretion and pursuant to such rules as it may adopt, permit the Participant to
satisfy such obligation, in whole or in part, by delivering shares of the
Company’s Common Stock or by electing to have the Company withhold shares of
Common Stock otherwise issuable to the Participant as a result of the exercise
of the Nonqualified Stock Option.  Such shares shall have a Fair Market
Value equal to the minimum required tax withholding, based on the minimum
statutory withholding rates for federal and state tax purposes, including
payroll taxes, that are applicable to the supplemental income resulting from
such exercise.  In no event may the Participant deliver shares, nor may the
Company or any Affiliate withhold shares, having a Fair Market Value in excess
of such statutory minimum required tax withholding.  The Participant’s
election to deliver shares or to have shares withheld for this purpose shall be
made on or before the later of (i) the date the Nonqualified Stock Option is
exercised, or (ii) the date that the amount of tax to be withheld is determined
under applicable tax law.  Such election shall be approved by the
Administrator and otherwise comply with such rules as the Administrator may
adopt to assure compliance with Rule 16b-3 under the Exchange Act, or any
successor provision, as then in effect, if applicable.

       

      (f)      
     Other
Provisions.  The Nonqualified Stock Option Agreement authorized
under this Section 10 shall contain such other provisions as the Administrator
shall deem advisable.

       

      SECTION
11.

      RESTRICTED STOCK AND
RESTRICTED STOCK UNIT AWARDS

       

      Each Restricted Stock Award or
Restricted Stock Unit Award granted pursuant to the Plan shall be evidenced by a
written restricted stock or restricted stock unit agreement (the “Restricted Stock Agreement” or
“Restricted Stock Unit
Agreement,” as the case may be).  The Restricted Stock Agreement or
Restricted Stock Unit Agreement shall be in such form as may be approved from
time to time by the Administrator and may vary from Participant to Participant;
provided, however, that
each Participant and each Restricted Stock Agreement or Restricted Stock Unit
Agreement shall comply with and be subject to the following terms and
conditions:


      
        
           


        

        
          10

          
            

          

        

        
           


        

      

      


      (a)       
   Number of
Shares.  The Restricted Stock Agreement or Restricted Stock Unit
Agreement shall state the total number of shares of Stock covered by the
Restricted Stock Award or Restricted Stock Unit Award.

       

      (b)       
   Risks of
Forfeiture.  The Restricted Stock Agreement or Restricted Stock Unit
Agreement shall set forth the risks of forfeiture, if any, including risks of
forfeiture based on Performance Objectives, which shall apply to the shares of
Stock covered by the Restricted Stock Award or Restricted Stock Unit Award, and
shall specify the manner in which such risks of forfeiture shall lapse. 
The Administrator may, in its sole discretion, modify the manner in which such
risks of forfeiture shall lapse but only with respect to those shares of Stock
which are restricted as of the effective date of the modification.

       

      (c)       
   Issuance
of Shares; Rights as Stockholder.

       

      (i)      
     With respect to a Restricted Stock Award, the Company shall
cause to be issued a stock certificate representing such shares of Stock in the
Participant’s name, and shall hold such certificate until such time as the risks
of forfeiture on such shares have lapsed.  The Company may also place a
legend on such certificate describing the risks of forfeiture and other transfer
restrictions set forth in the Participant’s Restricted Stock Agreement and
providing for the cancellation and return of such certificate if the shares of
Stock subject to the Restricted Stock Award are forfeited.  Until the risks
of forfeiture have lapsed or the shares subject to such Restricted Stock Award
have been forfeited, the Participant shall be entitled to vote the shares of
Stock represented by such stock certificates and shall receive all dividends
attributable to such shares, but the Participant shall not have any other rights
as a stockholder with respect to such shares.

       

      (ii)     
     With respect to a Restricted Stock Unit Award, as the risks
of forfeiture on the restricted stock units lapse, the Participant shall be
entitled to payment of the Restricted Stock Units.  The Administrator may,
in its sole discretion, pay Restricted Stock Units in cash, shares of Stock or
any combination thereof.  If payment is made in shares of Stock, the
Administrator shall cause to be issued one or more stock certificates in the
Participant’s name and shall deliver such certificates to the Participant in
satisfaction of such restricted stock units.  Until the risks of forfeiture
on the restricted stock units have lapsed, the Participant shall not be entitled
to vote any shares of stock which may be acquired through the restricted stock
units, shall not receive any dividends attributable to such shares, and shall
not have any other rights as a stockholder with respect to such
shares.


      
        
           


        

        
          11

          
            

          

        

        
           


        

      


      (d)       
   Withholding
Taxes.  The Company or its Affiliate shall be entitled to withhold
and deduct from any future payments to the Participant all legally required
amounts necessary to satisfy any and all withholding and employment-related
taxes attributable to the Participant’s Restricted Stock Award or Restricted
Stock Unit Award.  In the event the Participant is required under the
Restricted Stock Agreement or Restricted Stock Unit Agreement to pay the
Company, or make arrangements satisfactory to the Company respecting payment of,
such withholding and employment-related taxes, the Administrator may, in its
discretion and pursuant to such rules as it may adopt, require the Participant
to satisfy such obligations, in whole or in part, by delivering shares of Common
Stock, including shares of Stock received pursuant to the Restricted Stock Award
or Restricted Stock Unit Award on which the risks of forfeiture have
lapsed.  Such shares shall have a Fair Market Value equal to the minimum
required tax withholding, based on the minimum statutory withholding rates for
federal and state tax purposes, including payroll taxes, that are applicable to
the supplemental income resulting from the lapsing of the risks of forfeiture on
such restricted stock or restricted stock unit.  In no event may the
Participant deliver shares having a Fair Market Value in excess of such
statutory minimum required tax withholding.  The Participant’s election to
deliver shares of Common Stock for this purpose shall be made on or before the
date that the amount of tax to be withheld is determined under applicable tax
law.  Such election shall be approved by the Administrator and otherwise
comply with such rules as the Administrator may adopt to assure compliance with
Rule 16b-3 under the Exchange Act, or any successor provision, as then in
effect, if applicable.

       

      (e)       
   Nontransferability. 
No Restricted Stock Award or Restricted Stock Unit Award shall be transferable,
in whole or in part, by the Participant, other than by will or by the laws of
descent and distribution, prior to the date the risks of forfeiture described in
the Restricted Stock Agreement or Restricted Stock Unit Agreement have
lapsed.  If the Participant shall attempt any transfer of any Restricted
Stock Award or Restricted Stock Unit Award granted under the Plan prior to such
date, such transfer shall be void and the Restricted Stock Award or Restricted
Stock Unit Award shall terminate.

       

      (f)      
     Other
Provisions.  The Restricted Stock Agreement or Restricted Stock Unit
Agreement authorized under this Section 11 shall contain such other provisions
as the Administrator shall deem advisable.

       

      SECTION
12.

      PERFORMANCE
AWARDS

       

      Each Performance Award granted pursuant
to this Section 12 shall be evidenced by a written performance award agreement
(the “Performance Award
Agreement”).  The Performance Award Agreement shall be in such form
as may be approved from time to time by the Administrator and may vary from
Participant to Participant; provided, however, that each
Participant and each Performance Award Agreement shall comply with and be
subject to the following terms and conditions:

      


      (a)       
   Awards. 
Performance Awards in the form of Performance Units or Performance Shares may be
granted to any Participant in the Plan. Performance Units shall consist of
monetary awards which may be earned or become vested in whole or in part if the
Company or the Participant achieves certain Performance Objectives established
by the Administrator over a specified Performance Period.  Performance
Shares shall consist of shares of Stock or other Awards denominated in shares of
Stock that may be earned or become vested in whole or in part if the Company or
the Participant achieves certain Performance Objectives established by the
Administrator over a specified Performance Period.


      
        
           


        

        
          12

          
            

          

        

        
           


        

      


      (b)       
   Performance Objectives, Performance Period and Payment.  The
Performance Award Agreement shall set forth:

       

      (i)       
    the number of Performance Units or Performance Shares subject to
the Performance Award, and the dollar value of each Performance
Unit;

       

      (ii)     
    one or more Performance Objectives established by the
Administrator;

       

      (iii)     
   the Performance Period over which Performance Units or Performance
Shares may be earned or may become vested;

       

      (iv)     
    the extent to which partial achievement of the Performance
Objectives may result in a payment or vesting of the Performance Award, as
determined by the Administrator; and

       

      (v)           the
date upon which payment of Performance Units will be made or Performance Shares
will be issued, as the case may be, and the extent to which such payment or the
receipt of such Performance Shares may be deferred.

       

      (c)       
   Withholding
Taxes.  The Company or its Affiliates shall be entitled to withhold
and deduct from any future payments to the Participant all legally required
amounts necessary to satisfy any and all withholding and employment-related
taxes attributable to the Participant’s Performance Award.  In the event
the Participant is required under the Performance Award Agreement to pay the
Company or its Affiliates, or make arrangements satisfactory to the Company or
its Affiliates respecting payment of, such withholding and employment-related
taxes, the Administrator may, in its discretion and pursuant to such rules as it
may adopt, permit the Participant to satisfy such obligations, in whole or in
part, by delivering shares of Common Stock, including shares of Stock received
pursuant to the Performance Award.  Such shares shall have a Fair Market
Value equal to the minimum required tax withholding, based on the minimum
statutory withholding rates for federal and state tax purposes, including
payroll taxes.  In no event may the Participant deliver shares having a
Fair Market Value in excess of such statutory minimum required tax
withholding.  The Participant’s election to deliver shares of Common Stock
for this purpose shall be made on or before the date that the amount of tax to
be withheld is determined under applicable tax law.  Such election shall be
approved by the Administrator and otherwise comply with such rules as the
Administrator may adopt to assure compliance with Rule 16b-3 under the Exchange
Act, or any successor provision, as then in effect, if applicable.

       

      (d)       
   Nontransferability. 
No Performance Award shall be transferable, in whole or in part, by the
Participant, other than by will or by the laws of descent and
distribution.  If the Participant shall attempt any transfer of any
Performance Award granted under the Plan, such transfer shall be void and the
Performance Award shall terminate.

       

      (e)       
   No Rights
as Stockholder.  A Participant (or the Participant’s successor or
successors) shall have no rights as a stockholder with respect to any shares
covered by a Performance Award until the date of the issuance of a stock
certificate evidencing such shares.  No adjustment shall be made for
dividends (ordinary or extraordinary, whether in cash, securities or other
property), distributions or other rights for which the record date is prior to
the date such stock certificate is actually issued (except as otherwise provided
in Section 14 of the Plan).


      
        
           


        

        
          13

          
            

          

        

        
           


        

      


      (f)      
     Other
Provisions.  The Performance Award Agreement authorized under this
Section 12 shall contain such other provisions as the Administrator shall deem
advisable.

       

      SECTION
13.

      STOCK APPRECIATION
RIGHTS

       

      Each Stock Appreciation Right granted
pursuant to this Section 13 shall be evidenced by a written stock appreciation
right agreement (the “Stock
Appreciation Right Agreement”).  The Stock Appreciation Right
Agreement shall be in such form as may be approved from time to time by the
Administrator and may vary from Participant to Participant; provided, however, that each
Participant and each Stock Appreciation Right Agreement shall comply with and be
subject to the following terms and conditions:

      


      (a)       
   Awards.  A Stock
Appreciation Right shall entitle the Participant to receive, upon exercise,
cash, shares of Stock, or any combination thereof, having a value equal to the
excess of (i) the Fair Market Value of a specified number of shares of Stock on
the date of such exercise, over (ii) a specified exercise price.  Unless
otherwise determined by the Administrator, the specified exercise price shall
not be less than 100% of the Fair Market Value of such shares of Stock on the
date of grant of the Stock Appreciation Right.

       

      (b)       
   Term and
Exercisability.  The term during which any Stock Appreciation Right
granted under the Plan may be exercised shall be established in each case by the
Administrator.  The Stock Appreciation Right Agreement shall state when the
Stock Appreciation Right becomes exercisable and shall also state the maximum
term during which such Stock Appreciation Right may be exercised.  In the
event a Stock Appreciation Right is exercisable immediately, the manner of
exercise of such Stock Appreciation Right in the event it is not exercised in
full immediately shall be specified in the Stock Appreciation Right
Agreement.  The Administrator may accelerate the exercisability of any
Stock Appreciation Right granted hereunder which is not immediately exercisable
as of the date of grant.

       

      (c)       
   Withholding
Taxes.  The Company or its Affiliate shall be entitled to withhold
and deduct from any future payments to the Participant all legally required
amounts necessary to satisfy any and all withholding and employment-related
taxes attributable to the Participant’s Stock Appreciation Right.  In the
event the Participant is required under the Stock Appreciation Right to pay the
Company or its Affiliate, or make arrangements satisfactory to the Company or
its Affiliate respecting payment of, such withholding and employment-related
taxes, the Administrator may, in its discretion and pursuant to such rules as it
may adopt, permit the Participant to satisfy such obligation, in whole or in
part, by delivering shares of the Company’s Common Stock or by electing to have
the Company withhold shares of Common Stock otherwise issuable to the
Participant as a result of the exercise of the Stock Appreciation Right. 
Such shares shall have a Fair Market Value equal to the minimum required tax
withholding, based on the minimum statutory withholding rates for federal and
state tax purposes, including payroll taxes, that are applicable to the
supplemental income resulting from such exercise.  In no event may the
Participant deliver shares, nor may the Company or any Affiliate withhold
shares, having a Fair Market Value in excess of such statutory minimum required
tax withholding.  The Participant’s election to deliver shares or to have
shares withheld for this purpose shall be made on or before the later of (i) the
date the Stock Appreciation Right is exercised, or (ii) the date that the amount
of tax to be withheld is determined under applicable tax law.  Such
election shall be approved by the Administrator and otherwise comply with such
rules as the Administrator may adopt to assure compliance with Rule 16b-3 under
the Exchange Act, or any successor provision, as then in effect, if
applicable.


      
        
           


        

        
          14

          
            

          

        

        
           


        

      


      (d)       
   Nontransferability. 
No Stock Appreciation Right shall be transferable, in whole or in part, by the
Participant, other than by will or by the laws of descent and
distribution.  If the Participant shall attempt any transfer of any Stock
Appreciation Right granted under the Plan, such transfer shall be void and the
Stock Appreciation Right shall terminate.

       

      (e)       
   No Rights
as Stockholder.  A Participant (or the Participant’s successor or
successors) shall have no rights as a stockholder with respect to any shares
covered by a Stock Appreciation Right until the date of the issuance of a stock
certificate evidencing such shares.  No adjustment shall be made for
dividends (ordinary or extraordinary, whether in cash, securities or other
property), distributions or other rights for which the record date is prior to
the date such stock certificate is actually issued (except as otherwise provided
in Section 14 of the Plan).

       

      (f)       
   Other
Provisions.  The Stock Appreciation Right Agreement authorized under
this Section 13 shall contain such other provisions as the Administrator shall
deem advisable, including but not limited to any restrictions on the exercise of
the Stock Appreciation Right which may be necessary to comply with Rule 16b-3
under the Exchange Act as then in effect.

       

      SECTION
14.

      RECAPITALIZATION, SALE,
MERGER, EXCHANGE OR LIQUIDATION

       

      In the event of an increase or decrease
in the number of shares of Common Stock resulting from a stock dividend, stock
split, reverse split, combination or reclassification of the Common Stock, or
any other increase or decrease in the number of issued shares of Common Stock
effected without receipt of consideration by the Company, the Board may, in its
sole discretion, adjust the number of shares of Stock reserved under Section 6
hereof, the number of shares of Stock covered by each outstanding Award, and, if
applicable, the price per share thereof to reflect such change.  Additional
shares which may become covered by the Award pursuant to such adjustment shall
be subject to the same restrictions as are applicable to the shares with respect
to which the adjustment relates.

      


      Unless otherwise provided in the
agreement evidencing an Award, in the event of a Change of Control, the Board
may provide for one or more of the following:

      


      (a)       
   the acceleration of the exercisability of any outstanding Options
or Stock Appreciation Rights, the vesting and payment of any Performance Awards,
or the lapsing of the risks of forfeiture on any Restricted Stock Awards or
Restricted Stock Unit Awards;


      
        
           


        

        
          15

          
            

          

        

        
           


        

      


      (b)       
   the complete termination of this Plan, the cancellation of
outstanding Options or Stock Appreciation Rights not exercised prior to a date
specified by the Board (which date shall give Participants a reasonable period
of time in which to exercise such Option or Stock Appreciation Right prior to
the effective date of such Change of Control), the cancellation of any
Performance Award and the cancellation of any Restricted Stock Awards or
Restricted Stock Unit Awards for which the risks of forfeiture have not
lapsed;

       

      (c)       
   that Participants holding outstanding Options and Stock
Appreciation Rights shall receive, with respect to each share of Stock subject
to such Option or Stock Appreciation Right, as of the effective date of any such
Change of Control, cash in an amount equal to the excess of the Fair Market
Value of such Stock on the date immediately preceding the effective date of such
Change of Control over the price per share of such Options or Stock Appreciation
Rights; provided that the Board may, in lieu of such cash payment, distribute to
such Participants shares of Common Stock of the Company or shares of stock of
any corporation succeeding the Company by reason of such Change of Control, such
shares having a value equal to the amount specified in this Section
14(c);

       

      (d)       
   that Participants holding outstanding Restricted Stock Awards,
Restricted Stock Unit Awards and Performance Share Awards shall receive, with
respect to each share of Stock subject to such Awards, as of the effective date
of any such Change of Control, cash in an amount equal to the Fair Market Value
of such Stock on the date immediately preceding the effective date of such
Change of Control; provided that the Board may, in lieu of such cash payment,
distribute to such Participants shares of Common Stock of the Company or shares
of stock of any corporation succeeding the Company by reason of such Change of
Control, such shares having a value equal to the amount specified in this
Section 14(d);

       

      (e)       
   the continuance of the Plan with respect to the exercise of Options
or Stock Appreciation Rights which were outstanding as of the date of adoption
by the Board of such plan for such Change of Control and the right to exercise
such Options and Stock Appreciation Rights as to an equivalent number of shares
of stock of the corporation succeeding the Company by reason of such Change of
Control; and

       

      (f)      
     the continuance of the Plan with respect to Restricted Stock
Awards or Restricted Stock Unit Awards for which the risks of forfeiture have
not lapsed as of the date of adoption by the Board of such plan for such Change
of Control and the right to receive an equivalent number of shares of stock of
the corporation succeeding the Company by reason of such Change of
Control.

       

      (g)       
   the continuance of the Plan with respect to Performance Awards and,
to the extent applicable, the right to receive an equivalent number of shares of
stock of the corporation succeeding the Company by reason for such Change of
Control.

       

      The Board
need not take the same action with respect to all Awards or with respect to all
Participants.  The Board may restrict the rights of or the applicability of
this Section 14 to the extent necessary to comply with Section 16(b) of the
Exchange Act, the Internal Revenue Code or any other applicable law or
regulation.  The grant of an Award pursuant to the Plan shall not 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, exchange or consolidate or to dissolve, liquidate, sell
or transfer all or any part of its business or assets.


      
        
           


        

        
          16

          
            

          

        

        
           


        

      

      


      SECTION
15.

      INVESTMENT
PURPOSE

       

      No shares of Stock shall be issued
pursuant to the Plan unless and until there has been compliance, in the opinion
of Company’s counsel, with all applicable legal requirements, including without
limitation, those relating to securities laws and stock exchange listing
requirements.  As a condition to the issuance of Stock to Participant, the
Administrator may require Participant to (a) represent that the shares of Stock
are being acquired for investment and not resale and to make such other
representations as the Administrator shall deem necessary or appropriate to
qualify the issuance of the shares as exempt from the Securities Act and any
other applicable securities laws, and (b) represent that Participant shall not
dispose of the shares of Stock in violation of the Securities Act or any other
applicable securities laws.

      


      As a further condition to the grant of
any Option or the issuance of Stock to Participant, Participant agrees to the
following:

      


      (a)       
   In the event the Company advises Participant that it plans an
underwritten public offering of its Common Stock in compliance with the
Securities Act and the underwriter(s) seek to impose restrictions under which
certain stockholders may not sell or contract to sell or grant any option to buy
or otherwise dispose of part or all of their stock purchase rights of the Common
Stock underlying Awards, Participant will not, for a period not to exceed 180
days from the prospectus, sell or contract to sell or grant an option to buy or
otherwise dispose of any Option granted to Participant pursuant to the Plan or
any of the underlying shares of Common Stock without the prior written consent
of the underwriter(s) or its representative(s).

       

      (b)       
   In the event the Company makes any public offering of its
securities and determines in its sole discretion that it is necessary to reduce
the number of issued but unexercised stock purchase rights so as to comply with
any state’s securities or Blue Sky law limitations with respect thereto, the
Board of Directors of the Company shall have the right (i) to accelerate the
exercisability of any Option and the date on which such Option must be
exercised, provided that the Company gives Participant prior written notice of
such acceleration, and (ii) to cancel any Options or portions thereof which
Participant does not exercise prior to or contemporaneously with such public
offering.

       

      (c)       
   In the event of a Change of Control, Participant will comply with
Rule 145 under the Securities Act and any other restrictions imposed under other
applicable legal or accounting principles if Participant is an “affiliate” (as
defined in such applicable legal and accounting principles) at the time of the
transaction, and Participant will execute any documents necessary to ensure
compliance with such rules.

       

      The Company reserves the right to place
a legend on any stock certificate issued in connection with an Award pursuant to
the Plan to assure compliance with this Section 15.


      
        
           


        

        
          17

          
            

          

        

        
           


        

      

      


      SECTION
16.

      AMENDMENT OF THE
PLAN

       

      The Board may from time to time,
insofar as permitted by law, suspend or discontinue the Plan or revise or amend
it in any respect; provided,
however, that no such revision or amendment, except as is authorized in
Section 14, shall impair the terms and conditions of any Award which is
outstanding on the date of such revision or amendment to the material detriment
of the Participant without the consent of the Participant.  Notwithstanding
the foregoing, no such revision or amendment shall (i) materially increase the
number of shares subject to the Plan except as provided in Section 14 hereof,
(ii) change the designation of the class of employees eligible to receive
Awards, (iii) decrease the price at which Options may be granted, or (iv)
materially increase the benefits accruing to Participants under the Plan, in
each case, without the approval of the stockholders of the Company if such
approval is required for compliance with the requirements of any applicable law
or regulation or the applicable rules and regulations of any stock exchange on
which the Common Stock is then listed.  Furthermore, the Plan may not,
without the approval of the stockholders, be amended in any manner that will
cause Incentive Stock Options to fail to meet the requirements of Section 422 of
the Internal Revenue Code.

      


      SECTION
17.

      NO OBLIGATION TO EXERCISE
OPTION

       

      The granting of an Option shall impose
no obligation upon the Participant to exercise such Option.  Further,
the granting of an Award hereunder shall not impose upon the Company or any
Affiliate any obligation to retain the Participant in its employ for any
period.

      


      Adopted
by the Board of Directors:  February 16, 2010


      
        
           


        

        
          18