Unassociated Document


    Exhibit
      10.2

    


    ACORN
      FACTOR, INC.

    


    2006
      STOCK INCENTIVE PLAN

    


    


    ARTICLE
      1.  ESTABLISHMENT,
      PURPOSE, AND DURATION

    


    1.1  ESTABLISHMENT.
      Acorn Factor, Inc., a Delaware corporation (the "Company"), establishes an
      incentive compensation plan to be known as the 2006 Stock Incentive Plan (the
      "Plan"), as set forth in this document.

    


    The
      Plan
      permits the grant of Cash-Based Awards, Nonqualified Options, Incentive Options,
      Share Appreciation Rights (SARs), Restricted Shares, Restricted Share Units,
      Performance Shares, Performance Units, and Other Share-Based
      Awards.

    


    The
      Plan
      shall become effective upon Board approval (the "Effective Date") and shall
      remain in effect as provided in Section 1.3 hereof. The Board may in its
      discretion submit the Plan to the shareholders for approval. No awards of
      Performance Based Compensation shall be made prior to the Shareholder Approval
      Date. 

    


    1.2  PURPOSE
      OF THE PLAN. The purpose of the Plan is to provide a means whereby Employees,
      Directors, and Third Party Service Providers of the Company develop a sense
      of
      proprietorship and personal involvement in the development and financial success
      of the Company, and to encourage them to devote their best efforts to the
      business of the Company, thereby advancing the interests of the Company and
      its
      shareholders. A further purpose of the Plan is to provide a means through which
      the Company may attract able individuals to become Employees or serve as
      Directors, or Third Party Service Providers of the Company and to provide a
      means whereby those individuals upon whom the responsibilities of the successful
      administration and management of the Company are of importance, can acquire
      and
      maintain stock ownership, thereby strengthening their concern for the welfare
      of
      the Company.

    


    1.3  DURATION
      OF THE PLAN. Unless sooner terminated as provided herein, the Plan shall
      terminate ten (10) years from the Effective Date. After the Plan is terminated,
      no Awards may be granted but Awards previously granted shall remain outstanding
      in accordance with their applicable terms and conditions and the Plan's terms
      and conditions.

     

    ARTICLE
      2.  DEFINITIONS

     

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

     

    2.1  "AFFILIATE"
      shall have the meaning ascribed to such term in Rule 12b-2 of the General Rules
      and Regulations of the Exchange Act.

     

    2.2  "ANNUAL
      AWARD LIMIT" OR "ANNUAL AWARD LIMITS" have the meaning set forth in Section
      4.3.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    2.3  "AWARD"
      means, individually or collectively, a grant under this Plan of Cash-Based
      Awards, Nonqualified Options, Incentive Options, SARs, Restricted Shares,
      Restricted Share Units, Performance Shares, Performance Units, or Other
      Share-Based Awards, in each case subject to the terms of this Plan.

     

    2.4  "AWARD
      AGREEMENT" means either (i) a written agreement entered into by the Company
      and
      a Participant setting forth the terms and provisions applicable to an Award
      granted under this Plan, or (ii) a written statement issued by the Company
      to a
      Participant describing the terms and provisions of such Award.

     

    2.5  "BENEFICIAL
      OWNER" or "BENEFICIAL OWNERSHIP" shall have the meaning ascribed to such term
      in
      Rule 13d-3 of the General Rules and Regulations under the Exchange
      Act.

     

    2.6  "BOARD"
      or "BOARD OF DIRECTORS" means the Board of Directors of the
      Company.

     

    2.7  "CASH-BASED
      AWARD" means an Award granted to a Participant as described in Article
      10.

     

    2.8  "CODE"
      means the U.S. Internal Revenue Code of 1986, as amended from time to
      time.

     

    2.9  "COMMITTEE"
      means the committee designated by the Board to administer this Plan, if such
      committee has been designated. In the absence of a designated committee the
      Board shall serve the committee function, and all references to Committee shall
      refer to the Board acting in such capacity. If established, the committee shall
      consist of members appointed from time to time by, and serving at the discretion
      of, the Board and, unless otherwise determined by the Board, the committee
      shall
      consist of no fewer than two directors, each of whom is (i) a "Non-Employee
      Director" within the meaning of Rule 16b-3 (or any successor rule) of the
      Exchange Act, and (ii) an "outside director" within the meaning of Section
      162(m) of the Code.

     

    2.10  “COMPANY"
      means Acorn Factor, Inc., a Delaware corporation, and any successor thereto
      as
      provided in Article 20 herein.

     

    2.11  "COVERED
      EMPLOYEE" means a Participant who is a "covered employee," as defined in Code
      Section 162(m) and the Treasury Regulations promulgated under Code Section
      162(m), or any successor statute.

     

    2.12  "DIRECTOR"
      means any individual who is a member of the Board of Directors of the
      Company.

     

    2.13  "EFFECTIVE
      DATE" has the meaning set forth in Section 1.1.

     

    2.14  "EMPLOYEE"
      means any officer or employee of the Company, its Affiliates, and/or its
      Subsidiaries.

     

    2.15  "EXCHANGE
      ACT" means the Securities Exchange Act of 1934, as amended from time to time,
      or
      any successor act thereto.

     

    
      
        
        

      

      
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    2.16  ”FAIR
      MARKET VALUE" or "FMV" means the average between the reported high and low
      or
      closing bid and asked prices of a Share on the most recent date on which Shares
      were publicly traded on the NASD OTC Bulletin Board. In the event the Shares
      are
      listed for trading on an established American exchange, Fair Market Value shall
      mean a price that is based on the opening, closing, actual, high, low, or
      average selling prices of a Share reported on such exchange on the applicable
      date, or the closing price of a Share on the preceding trading day as determined
      by the Committee in its discretion. In the event Shares are not publicly traded
      at the time a determination of their Fair Market Value is required to be made
      hereunder, the determination of their Fair Market Value shall be made by the
      Committee in such manner as it deems appropriate. Such definition(s) of FMV
      shall be specified in each Award Agreement and may differ depending on whether
      FMV is in reference to the grant, exercise, vesting, settlement, or payout
      of an
      Award.

     

    2.17  "FULL
      VALUE AWARD" means an Award other than in the form of an ISO, NQSO, or SAR,
      and
      which is settled by the issuance of Shares.

     

    2.18  "FREESTANDING
      SAR" means an SAR that is granted independently of any Options, as described
      in
      Article 7.

     

    2.19  "GRANT
      PRICE" means the price established at the time of grant of an SAR pursuant
      to
      Article 7, used to determine whether there is any payment due upon exercise
      of
      the SAR.

     

    2.20  "INCENTIVE
      OPTION" or "ISO" means an Option to purchase Shares granted under Article 6
      to
      an Employee and that is designated as an Incentive Option and that is intended
      to meet the requirements of Code Section 422, or any successor
      provision.

     

    2.21  
      "INSIDER" shall mean an individual who is, on the relevant date, an officer
      or
      Director of the Company, or a more than ten percent (10%) Beneficial Owner
      of
      any class of the Company's equity securities that is registered pursuant to
      Section 12 of the Exchange Act, as determined by the Board in accordance with
      Section 16 of the Exchange Act. 

     

    2.22  “NONEMPLOYEE
      DIRECTOR" means a Director who is not an Employee.

     

    2.23  "NONEMPLOYEE
      DIRECTOR AWARD" means any NQSO, SAR, or Full Value Award granted, whether
      singly, in combination, or in tandem, to a Participant who is a Nonemployee
      Director pursuant to such applicable terms, conditions, and limitations as
      the
      Board or Committee may establish in accordance with this Plan.

     

    2.24  "NONQUALIFIED
      OPTION" or "NQSO" means an Option that is not intended to meet the requirements
      of Code Section 422, or that otherwise does not meet such
      requirements.

     

    2.25  "OPTION"
      means an Incentive Option or a Nonqualified Option, as described in Article
      6.

     

    2.26  
      "OPTION
      PRICE" means the price at which a Share may be purchased by a Participant
      pursuant to an Option.

     

    2.27  "OTHER
      SHARE-BASED AWARD" means an equity-based or equity-related Award not otherwise
      described by the terms of this Plan, granted pursuant to Article
      10.

     

    
      
        
        

      

      
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    2.28  "PARTICIPANT"
      means any eligible individual as set forth in Article 5 to whom an Award is
      granted.

     

    2.29  "PERFORMANCE-BASED
      COMPENSATION" means compensation under an Award that satisfies the requirements
      of Section 162(m) of the Code and the applicable Treasury Regulations thereunder
      for certain performance-based compensation paid to Covered
      Employees.

     

    2.30  "PERFORMANCE
      MEASURES" means (i) those measures described in Section 11.3 hereof on which
      the
      performance goals are based, or (ii) such other measures that have been approved
      by the Company's shareholders as contemplated by Article 11 of this Plan in
      order to qualify Awards as Performance-Based Compensation.

     

    2.31  "PERFORMANCE
      PERIOD" means the period of time during which the performance goals must be
      met
      in order to determine the degree of payout and/or vesting with respect to an
      Award.

     

    2.32  "PERFORMANCE
      SHARE" means an Award granted under Article 9 herein and subject to the terms
      of
      this Plan, denominated in Shares, the value of which at the time it is payable
      is determined as a function of the extent to which corresponding performance
      criteria have been achieved.

     

    2.33  "PERFORMANCE
      UNIT" means an Award granted under Article 9 herein and subject to the terms
      of
      this Plan, denominated in units, the value of which at the time it is payable
      is
      determined as a function of the extent to which corresponding performance
      criteria have been achieved.

     

    2.34  "PERIOD
      OF RESTRICTION" means the period when Restricted Shares or Restricted Share
      Units are subject to a substantial risk of forfeiture (based on the passage
      of
      time, the achievement of performance
      goals,
      or upon the occurrence of other events as determined by the Committee, in its
      discretion), as provided in Article 8.

     

    2.35  "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, including a "group" as defined
      in Section 13(d) thereof.

     

    2.36  "PLAN"
      means this 2006 Stock Incentive Plan, as it may hereinafter be amended or
      restated.

     

    2.37  "PLAN
      YEAR" means the Company's fiscal year as may be in effect from time to time.
      The
      Company's current fiscal year is the calendar year.

     

    2.38  "RESTRICTED
      SHARES" means an Award granted to a Participant pursuant to Article
      8.

     

    2.39  "RESTRICTED
      SHARE UNIT" means an Award granted to a Participant pursuant to Article 8,
      except no Shares are actually awarded to the Participant on the date of
      grant.

     

    2.40  "SHARE"
      or "SHARES" means the Company's shares of common stock, par value $.01 per
      share.

     

    
      
        
        

      

      
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    2.41  "SHARE
      APPRECIATION RIGHT" or "SAR" means an Award, designated as a SAR, pursuant
      to
      the terms of Article 7 herein.

     

    2.42  "SUBSIDIARY"
      means any corporation, partnership, limited liability company, or other entity,
      whether domestic or foreign, in which the Company has or obtains, directly
      or
      indirectly, an at least 20% interest or over which the Company exercises
      significant influence.

     

    2.43  “SHAREHOLDER
      APPROVAL DATE” means the date of the approval of the Plan by the shareholders of
      the Company, if so submitted for approval.

     

    2.44  "TANDEM
      SAR" means an SAR that is granted in connection with a related Option pursuant
      to Article 7 herein, the exercise of which shall require forfeiture of the
      right
      to purchase a Share under the related Option (and when a Share is purchased
      under the Option, the Tandem SAR shall similarly be canceled).

     

    2.45  "THIRD
      PARTY SERVICE PROVIDER" means any consultant, agent, advisor, or independent
      contractor who renders services to the Company, a Subsidiary, or an Affiliate
      that (a) are not in connection with the offer and sale of the Company's
      securities in a capital raising transaction, and (b) do not directly or
      indirectly promote or maintain a market for the Company's
      securities.

     

    2.46  "TREASURY
      REGULATIONS" means the regulations promulgated under the Code.

     

    2.47  "WITHHOLDING
      TAXES" means any federal, state, local or foreign income taxes, withholding
      taxes, or employment taxes required to be withheld by law or
      regulations.

     

    ARTICLE
      3.  ADMINISTRATION

     

    3.1  GENERAL.
      The Committee shall be responsible for administering the Plan, subject to this
      Article 3 and the other provisions of the Plan. The Committee may employ
      attorneys, consultants, accountants, agents, and other individuals, any of
      whom
      may be an Employee, and the Committee, the Company, and its officers and
      Directors shall be entitled to rely upon the advice, opinions, or valuations
      of
      any such individuals. All actions taken and all interpretations and
      determinations made by the Committee shall be final and binding upon the
      Participants, the Company, and all other interested individuals.

     

    3.2  AUTHORITY
      OF THE COMMITTEE. The Committee shall have full and exclusive discretionary
      power to interpret the terms and the intent of the Plan and any Award Agreement
      or other agreement or document ancillary to or in connection with the Plan,
      to
      determine eligibility for Awards and to adopt such rules, regulations, forms,
      instruments, and guidelines for administering the Plan as the Committee may
      deem
      necessary or proper. Such authority shall include, but not be limited to,
      selecting Award recipients, establishing all Award terms and
      conditions,
      including the terms and conditions set forth in Award Agreements, and, subject
      to Article 17, adopting modifications and amendments to the Plan or any Award
      Agreement, including without limitation, any that are necessary to comply with
      the laws of the countries and other jurisdictions in which the Company, its
      Affiliates, and/or its Subsidiaries operate.

     

    
      
        
        

      

      
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    3.3  DELEGATION.
      The Committee may delegate to one or more of its members or to one or more
      officers of the Company, and/or its Subsidiaries and Affiliates or to one or
      more agents or advisors such administrative duties or powers as it may deem
      advisable, and the Committee or any individual to whom it has delegated duties
      or powers as aforesaid may employ one or more individuals to render advice
      with
      respect to any responsibility the Committee or such individual may have under
      the Plan. The Committee may, by resolution, authorize one or more officers
      of
      the Company to do one or more of the following on the same basis as can the
      Committee: (a) designate Employees to be recipients of Awards; (b) designate
      Third Party Service Providers to be recipients of Awards; and (c) determine
      the
      size of any such Awards; provided, however, (i) the Committee shall not delegate
      such responsibilities to any such officer for Awards granted to an Employee
      that
      is considered an Insider; (ii) the resolution providing such authorization
      sets
      forth the total number of Awards such officer(s) may grant; and (iii) the
      officer(s) shall report periodically to the Committee regarding the nature
      and
      scope of the Awards granted pursuant to the authority delegated. Notwithstanding
      the foregoing, the Committee may not delegate to any officer the ability to
      take
      any action or make any determination regarding issues arising out of Code
      Section 162(m).

     

    ARTICLE
      4.  SHARES
      SUBJECT TO THE PLAN AND MAXIMUM AWARDS

     

    4.1  NUMBER
      OF
      SHARES AVAILABLE FOR AWARDS. Subject to adjustment as provided in Section 4.4
      herein, the maximum number of Shares available for issuance to Participants
      under the Plan (the "Share Authorization") shall be 400,000 Shares. Any Shares
      that are subject to Awards of Options or Share Appreciation Rights shall be
      counted against this limit as one Share for every Share issuable pursuant to
      such Awards. 

     

    4.2  SHARE
      USAGE. Shares covered by an Award shall only be counted as used to the extent
      they are actually issued. Any Shares related to Awards which terminate by
      expiration, forfeiture, cancellation, or otherwise without the issuance of
      such
      Shares, are settled in cash in lieu of Shares, or are exchanged with the
      Committee's permission, prior to the issuance of Shares, for Awards not
      involving Shares, shall be available again for grant under the Plan. The Shares
      available for issuance under the Plan may be authorized and unissued Shares
      or
      treasury Shares.

     

    4.3  ANNUAL
      AWARD LIMIT. Unless and until the Committee determines that an Award to a
      Covered Employee shall be designed to qualify as Performance-Based Compensation,
      grants of any Awards under the Plan shall not exceed a value of $1,000,000
      when
      combined with any other remuneration (as such term is defined in the Code)
      for
      the given Plan Year. This Annual Award Limit is intended to comply with Code
      Section 162(m) and the Treasury Regulations thereunder, and shall be applied
      and/or construed in such a way to ensure compliance with Code Section 162(m)
      and
      the Treasury Regulations thereunder.

     

    4.4  ADJUSTMENTS
      IN AUTHORIZED SHARES. In the event of any corporate event or transaction
      (including, but not limited to, a change in the Shares of the Company or the
      capitalization of the Company) such as a merger, consolidation, reorganization,
      recapitalization, separation, stock dividend, stock split, reverse stock split,
      split up, spin-off, or other distribution of stock or property of the Company,
      combination of Shares, exchange of Shares, dividend in kind, or other like
      change in capital structure or distribution (other than normal cash dividends)
      to shareholders of the Company, or any similar corporate event or transaction,
      the Committee, in its sole discretion, in order to prevent dilution or
      enlargement of Participants' rights under the Plan, shall substitute or adjust,
      as applicable, the number and kind of Shares that may be issued under the Plan
      or under particular forms of Awards, the number and kind of Shares subject
      to
      outstanding Awards, the Option Price or Grant Price applicable to outstanding
      Awards and other value determinations applicable to outstanding
      Awards.

     

    
      
        
        

      

      
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    The
      Committee, in its sole discretion, may also make appropriate adjustments in
      the
      terms of any Awards under the Plan to reflect or related to such changes or
      distributions and to modify any other terms of outstanding Awards, including
      modifications of performance goals and changes in the length of Performance
      Periods. The determination of the Committee as to the foregoing adjustments,
      if
      any, shall be conclusive and binding on Participants under the
      Plan.

    


    Subject
      to the provisions of Article 17, without affecting the number of Shares reserved
      or available hereunder, the Committee may authorize the issuance or assumption
      of benefits under this Plan in connection with any merger, consolidation,
      spin-off, split-off, split-up, acquisition of property or stock, or
      reorganization (collectively, a "Reorganization") upon such terms and conditions
      as it may deem appropriate, subject to compliance with the ISO rules under
      Section 422 of the Code and the provisions of Section 409A of the Code, where
      applicable. Without limiting the foregoing, in the event of any Reorganization,
      the Committee or the Board may cause any Award outstanding as of the effective
      date of the Reorganization to be cancelled in consideration of a cash payment
      or
      alternate Award made to the holder of such cancelled Award equal in value to
      the
      fair market value of such cancelled Award; PROVIDED, HOWEVER, that nothing
      in
      this Section 4.4 shall permit the repricing, replacing or regranting of Options
      or SARs in violation of Section 17.1 or the provisions of Section 409A of the
      Code.

     

    ARTICLE
      5.  ELIGIBILITY
      AND PARTICIPATION

     

    5.1  ELIGIBILITY.
      Individuals eligible to participate in this Plan include all Employees,
      Directors, and Third Party Service Providers.

     

    5.2  ACTUAL
      PARTICIPATION. Subject to the provisions of the Plan, the Committee may, from
      time to time, select from all eligible individuals, those individuals to whom
      Awards shall be granted and shall determine, in its sole discretion, the nature
      of, any and all terms permissible by law, and the amount of each
      Award.

     

    ARTICLE
      6.  OPTIONS

     

    6.1  GRANT
      OF
      OPTIONS. Subject to the terms and provisions of the Plan, Options may be granted
      to Participants in such number, and upon such terms, and at any time and from
      time to time as shall be determined by the Committee, in its sole discretion;
      provided that ISOs may be granted only to eligible Employees of the Company
      or
      of any parent or subsidiary corporation (as permitted by Section 422 of the
      Code
      and the Treasury Regulations thereunder).

     

    6.2  AWARD
      AGREEMENT. Each Option grant shall be evidenced by an Award Agreement that
      shall
      specify the Option Price, the maximum duration of the Option, the number of
      Shares to which the Option pertains, the conditions upon which an Option shall
      become vested and exercisable, and such other provisions as the Committee shall
      determine which are not inconsistent with the terms of the Plan. The Award
      Agreement also shall specify whether the Option is intended to be an ISO or
      a
      NQSO. 

     

    
      
        
        

      

      
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    6.3  OPTION
      PRICE. The Option Price for each grant of an Option under this Plan shall be
      as
      determined by the Committee and shall be specified in the Award Agreement.
      The
      Option Price shall be: (i) based on 100% of the FMV of the Shares on the date
      of
      grant or (ii) set at a premium to the FMV of the Shares on the date of
      grant.

     

    6.4  DURATION
      OF OPTIONS. Each Option granted to a Participant shall expire at such time
      as
      the Committee shall determine at the time of grant; provided, however, no Option
      shall be exercisable later than the tenth anniversary date of its grant.
      Notwithstanding the foregoing, for Options (other than ISOs) granted to
      Participants outside the United States, the Committee has the authority to
      grant
      Options that have a term greater than ten years.

     

    6.5  EXERCISE
      OF OPTIONS. Options granted under this Article 6 shall be exercisable at such
      times and be subject to such restrictions and conditions as the Committee shall
      in each instance approve, which terms and restrictions need not be the same
      for
      each grant or for each Participant.

     

    6.6  PAYMENT.
      Options granted under this Article 6 shall be exercised by the delivery of
      a
      notice of exercise to the Company or an agent designated by the Company in
      a
      form specified or accepted by the Committee, or by complying with any
      alternative procedures which may be authorized by the Committee, setting forth
      the number of Shares with respect to which the Option is to be exercised,
      accompanied by full payment for the Shares.

     

    A
      condition of the issuance of the Shares as to which an Option shall be exercised
      shall be the payment of the Option Price. The Option Price of any Option shall
      be payable to the Company in full either: (a) in cash or its equivalent, (b)
      by
      cashless (broker-assisted) exercise or (c) any other method approved or accepted
      by the Committee in its sole discretion.

     

    Subject
      to any governing rules or regulations, as soon as practicable after receipt
      of
      written notification of exercise and full payment (including satisfaction of
      any
      applicable tax withholding), the Company shall deliver to the Participant
      evidence of the purchased Shares, including upon the Participant's request,
      Share certificates in an appropriate amount based upon the number of Shares
      purchased under the Option(s).

     

    Unless
      otherwise determined by the Committee, all payments under all of the methods
      indicated above shall be paid in United States dollars.

     

    6.7  RESTRICTIONS
      ON SHARE TRANSFERABILITY. The Committee may impose such restrictions on any
      Shares acquired pursuant to the exercise of an Option granted under this Article
      6 as it may deem advisable, including, without limitation, minimum holding
      period requirements, restrictions under applicable federal securities laws,
      under the requirements of any stock exchange or market upon which such Shares
      are then listed and/or traded, or under any blue sky or State securities laws
      applicable to such Shares.

     

    6.8  TERMINATION
      OF EMPLOYMENT. Each Participant's Award Agreement shall set forth the extent
      to
      which the Participant shall have the right to exercise the Option following
      termination of the Participant's employment or provision of services to the
      Company, its Affiliates, and/or its Subsidiaries, as the case may be. Such
      provisions shall be determined in the sole discretion of the Committee, shall
      be
      included in the Award Agreement entered into with each Participant, need not
      be
      uniform among all Options issued pursuant to this Article 6, and may reflect
      distinctions based on the reasons for termination.

     

    
      
        
        

      

      
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    6.9  TRANSFERABILITY
      OF OPTIONS.

     

    (a)  INCENTIVE
      OPTIONS. No ISO granted under the Plan may be sold, transferred, pledged,
      assigned, or otherwise alienated or hypothecated, other than by will or by
      the
      laws of descent and distribution. Further, all ISOs granted to a Participant
      under this Article 6 shall be exercisable during the lifetime of the Participant
      only by such Participant.

     

    (b)  NONQUALIFIED
      OPTIONS. Except as otherwise provided in a Participant's Award Agreement or
      otherwise determined at any time by the Committee, no NQSO granted under this
      Article 6 may be sold, transferred, pledged, assigned, or otherwise alienated
      or
      hypothecated, other than by will or by the laws of descent and distribution;
      provided that the Board or Committee may permit further transferability, on
      a
      general or a specific basis, and may impose conditions and limitations on any
      permitted transferability. Further, except as otherwise provided in a
      Participant's Award Agreement or otherwise determined at any time by the
      Committee, or unless the Board or Committee decides to permit further
      transferability, all NQSOs granted to a Participant under this Article 6 shall
      be exercisable during the lifetime of the Participant only by such Participant.
      With respect to those NQSOs, if any, that are permitted to be transferred to
      another individual, references in the Plan to exercise or payment of the Option
      Price by the Participant shall be deemed to include, as determined by the
      Committee, the Participant's permitted transferee.

     

    (c)  NOTIFICATION
      OF DISQUALIFYING DISPOSITION. If any Participant shall make any disposition
      of
      Shares issued pursuant to the exercise of an ISO under the circumstances
      described in Section 421(b) of the Code (relating to certain disqualifying
      dispositions), such Participant shall notify the Company of such disposition
      within ten days thereof.

     

    6.10  SPECIAL
      ISO RULES FOR 10% SHAREHOLDERS. If any Participant to whom an ISO is to be
      granted is, on the date of grant, the owner of Shares (determined using
      applicable attribution rules) possessing more than 10% of the total combined
      voting power of all classes of equity securities of his or her employer (or
      of
      its parent or subsidiary), then the following special provisions will apply
      to
      the ISO granted to that Participant:

     

    (a)  The
      Option Price per Share of the ISO will not be less than 110% of the Fair Market
      Value of the Shares underlying such ISO on the date of grant; and

     

    (b)  The
      ISO
      will not have a term in excess of five years from the date of
      grant.

     

    ARTICLE
      7.  SHARE
      APPRECIATION RIGHTS

     

    7.1  GRANT
      OF
      SARS. Subject to the terms and conditions of the Plan, SARs may be granted
      to
      Participants at any time and from time to time as shall be determined by the
      Committee. The Committee may grant Freestanding SARs, Tandem SARs, or any
      combination of these forms of SARs. Notwithstanding the foregoing, SARs may
      be
      granted only if Shares are traded on an established securities market at the
      date of grant. Subject to the terms and conditions of the Plan, the Committee
      shall have complete discretion in determining the number of SARs granted to
      each
      Participant and, consistent with the provisions of the Plan, in determining
      the
      terms and conditions pertaining to such SARs.

     

    
      
        
        

      

      
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    The
      Grant
      Price for each grant of a Freestanding SAR shall be determined by the Committee
      and shall be specified in the Award Agreement. The Grant Price shall be: (i)
      based on 100% of the FMV of the Shares on the date of grant or (ii) set at
      a
      premium to the FMV of the Shares on the date of grant

     

    7.2  SAR
      AGREEMENT. Each SAR Award shall be evidenced by an Award Agreement that shall
      specify the Grant Price, the term of the SAR, and such other provisions as
      the
      Committee shall determine.

     

    7.3  TERM
      OF
      SAR. The term of an SAR granted under the Plan shall be determined by the
      Committee, in its sole discretion, and except as determined otherwise by the
      Committee and specified in the SAR Award Agreement, no SAR shall be exercisable
      later than the tenth anniversary date of its grant. Notwithstanding the
      foregoing, for SARs granted to Participants outside the United States, the
      Committee has the authority to grant SARs that have a term greater than ten
      years.

     

    7.4  EXERCISE
      OF FREESTANDING SARS. Freestanding SARs may be exercised upon whatever terms
      and
      conditions the Committee, in its sole discretion, imposes.

     

    7.5  EXERCISE
      OF TANDEM SARS. Tandem SARs may be exercised for all or part of the Shares
      subject to the related Option upon the surrender of the right to exercise the
      equivalent portion of the related Option. A Tandem SAR may be exercised only
      with respect to the Shares for which its related Option is then
      exercisable.

     

    Notwithstanding
      any other provision of this Plan to the contrary, with respect to a Tandem
      SAR
      granted in connection with an ISO: (a) the Tandem SAR will expire no later
      than
      the expiration of the underlying ISO; (b) the exercise of the Tandem SAR may
      not
      have economic and tax consequences more favorable than the exercise of the
      ISO
      followed by an immediate sale of the underlying Shares, and the value of the
      payout with respect to the Tandem SAR may be for no more than 100% of the excess
      of the Fair Market Value of the Shares subject to the underlying ISO at the
      time
      the Tandem SAR is exercised over the Option Price of the underlying ISO; (c)
      the
      Tandem SAR may be exercised only when the Fair Market Value of the Shares
      subject to the ISO exceeds the Option Price of the ISO; (d) the Tandem SAR
      may
      be exercised only when the underlying ISO is eligible to be exercised; and
      (e)
      the Tandem SAR is transferable only when the underlying ISO is transferable,
      and
      under the same conditions. 

     

    7.6  PAYMENT
      OF SAR AMOUNT. SARs granted under this Plan shall be payable only in Shares.
      Upon the exercise of an SAR, a Participant shall be entitled to receive from
      the
      Company such number of Shares determined by multiplying:

     

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

     

    
      
        
        

      

      
        -10-

        
          

        

      

      
        
        

      

    

     

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

     

    Such
      product shall then be divided by the Fair Market Value of a Share on the date
      of
      exercise. The resulting number (rounded down to the next whole number) is the
      number of Shares to be issued to the Participant upon exercise of an
      SAR.

     

    7.7  TERMINATION
      OF EMPLOYMENT. Each Award Agreement shall set forth the extent to which the
      Participant shall have the right to exercise the SAR following termination
      of
      the Participant's employment with or provision of services to the Company,
      its
      Affiliates, and/or its Subsidiaries, as the case may be. Such provisions shall
      be determined in the sole discretion of the Committee, shall be included in
      the
      Award Agreement entered into with Participants, need not be uniform among all
      SARs issued pursuant to the Plan, and may reflect distinctions based on the
      reasons for termination.

     

    7.8  NONTRANSFERABILITY
      OF SARS. Except as otherwise provided in a Participant's Award Agreement or
      otherwise determined at any time by the Committee, no SAR granted under the
      Plan
      may be sold, transferred, pledged, assigned, or otherwise alienated or
      hypothecated, other than by will or by the laws of descent and distribution.
      Further, except as otherwise provided in a Participant's Award Agreement or
      otherwise determined at any time by the Committee, all SARs granted to a
      Participant under the Plan shall be exercisable during his lifetime
      only by
      such Participant. With respect to those SARs, if any, that are permitted to
      be
      transferred to another individual, references in the Plan to exercise of the
      SAR
      by the Participant or payment of any amount to the Participant shall be deemed
      to include, as determined by the Committee, the Participant's permitted
      transferee.

     

    7.9  OTHER
      RESTRICTIONS. The Committee shall impose such other conditions and/or
      restrictions on any Shares received upon exercise of a SAR granted pursuant
      to
      the Plan as it may deem advisable or desirable. These restrictions may include,
      but shall not be limited to, a requirement that the Participant hold the Shares
      received upon exercise of a SAR for a specified period of time.

     

    ARTICLE
      8.  RESTRICTED
      SHARES AND RESTRICTED SHARE UNITS

     

    8.1  GRANT
      OF
      RESTRICTED SHARES OR RESTRICTED SHARE UNITS. Subject to the terms and provisions
      of the Plan, the Committee, at any time and from time to time, may grant
      Restricted Shares and/or Restricted Share Units to Participants in such amounts
      as the Committee shall determine. Restricted Share Units shall be similar to
      Restricted Shares except that no Shares are actually awarded to the Participant
      on the date of grant.

     

    8.2  RESTRICTED
      SHARES OR RESTRICTED SHARE UNIT AGREEMENT. Each Restricted Share and/or
      Restricted Share Unit grant shall be evidenced by an Award Agreement that shall
      specify the Period(s) of Restriction, the number of Restricted Shares or the
      number of Restricted Share Units granted, and such other provisions as the
      Committee shall determine. Notwithstanding anything in this Article 8 to the
      contrary, delivery of Shares pursuant to an Award of Restricted Share Units
      (or
      an Award of Restricted Shares) shall be made no later than 2-1/2 months after
      the close of the Company's first taxable year in which such Shares are no longer
      subject to a risk of forfeiture (within the meaning of Section 409A of the
      Code).

     

    
      
        
        

      

      
        -11-

        
          

        

      

      
        
        

      

    

     

    8.3  TRANSFERABILITY.
      Except as provided in this Plan or an Award Agreement, the Restricted Shares
      and/or Restricted Share Units granted herein may not be sold, transferred,
      pledged, assigned, or otherwise alienated or hypothecated until the end of
      the
      applicable Period of Restriction established by the Committee and specified
      in
      the Award Agreement (and in the case of Restricted Share Units until the date
      of
      delivery or other payment), or upon earlier satisfaction of any other
      conditions, as specified by the Committee, in its sole discretion, and set
      forth
      in the Award Agreement or otherwise at any time by the Committee. All rights
      with respect to the Restricted Shares and/or Restricted Share Units granted
      to a
      Participant under the Plan shall be available during his lifetime only to such
      Participant, except as otherwise provided in an Award Agreement or at any time
      by the Committee.

     

    8.4  OTHER
      RESTRICTIONS. The Committee shall impose such other conditions and/or
      restrictions on any Restricted Shares or Restricted Share Units granted pursuant
      to the Plan as it may deem advisable including, without limitation, a
      requirement that Participants pay a stipulated purchase price for each
      Restricted Share or each Restricted Share Unit, restrictions based upon the
      achievement of specific performance goals, time-based restrictions on vesting
      following the attainment of the performance goals, time-based restrictions,
      and/or restrictions under applicable laws or under the requirements of any
      stock
      exchange or market upon which such Shares are listed or traded, or holding
      requirements or sale restrictions placed on the Shares by the Company upon
      vesting of such Restricted Share or Restricted Share Units.

     

    To
      the
      extent deemed appropriate by the Committee, the Company may retain the
      certificates representing Restricted Shares in the Company's possession until
      such time as all conditions and/or restrictions applicable to such Shares have
      been satisfied or lapse.

     

    Except
      as
      otherwise provided in this Article 8, Restricted Shares covered by each
      Restricted Share Award shall become freely transferable by the Participant
      after
      all conditions and restrictions applicable to such Shares have been satisfied
      or
      lapse (including satisfaction of any applicable tax withholding obligations),
      and Restricted Share Units shall be paid in cash, Shares, or a combination
      of
      cash and Shares as the Committee, in its sole discretion shall
      determine.

     

    8.5  CERTIFICATE
      LEGEND. In addition to any legends placed on certificates pursuant to Section
      8.4, each certificate representing Restricted Shares granted pursuant to the
      Plan may bear a legend such as the following or as otherwise determined by
      the
      Committee in its sole discretion: 

     

    "The
      sale
      or transfer of Shares of stock represented by this certificate, whether
      voluntary, involuntary, or by operation of law, is subject to certain
      restrictions on transfer as set forth in the Acorn Factor, Inc. 2006 Stock
      Incentive Plan, and in the associated Award Agreement. A copy of the Plan and
      such Award Agreement may be obtained from Acorn Factor, Inc."

     

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

     

    
      
        
        

      

      
        -12-

        
          

        

      

      
        
        

      

    

     

    8.7  TERMINATION
      OF EMPLOYMENT. Each Award Agreement shall set forth the extent to which the
      Participant shall have the right to retain Restricted Shares and/or Restricted
      Share Units following termination of the Participant's employment with or
      provision of services to the Company, its Affiliates, and/or its Subsidiaries,
      as the case may be. Such provisions shall be determined in the sole discretion
      of the Committee, shall be included in the Award Agreement entered into with
      each Participant, need not be uniform among all Restricted Shares or Restricted
      Share Units issued pursuant to the Plan, and may reflect distinctions based
      on
      the reasons for termination.

     

    8.8  SECTION
      83(B) ELECTION. The Committee may provide in an Award Agreement that the Award
      of Restricted Shares is conditioned upon the Participant making or refraining
      from making an election with respect to the Award under Section 83(b) of the
      Code. If a Participant makes an election pursuant to Section 83(b) of the Code
      concerning a Restricted Share Award, the Participant shall be required to file
      promptly a copy of such election with the Company.

     

    ARTICLE
      9.  PERFORMANCE
      UNITS/PERFORMANCE SHARES

     

    9.1  GRANT
      OF
      PERFORMANCE UNITS/PERFORMANCE SHARES. Subject to the terms and provisions of
      the
      Plan, the Committee, at any time and from time to time, may grant Performance
      Units and/or Performance Shares to Participants in such amounts and upon such
      terms as the Committee shall determine.

     

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

     

    9.3  EARNING
      OF PERFORMANCE UNITS/PERFORMANCE SHARES. Subject to the terms of this Plan,
      after the applicable Performance Period has ended, the holder of Performance
      Units/Performance Shares shall be entitled to receive payout of the value and
      number of Performance Units/Performance Shares earned by the Participant over
      the Performance Period, to be determined as a function of the extent to which
      the corresponding performance goals have been achieved.

     

    9.4  FORM
      AND
      TIMING OF PAYMENT OF PERFORMANCE UNITS/PERFORMANCE SHARES. Payment of earned
      Performance Units/Performance Shares shall be as determined by the Committee
      and
      as evidenced in the Award Agreement. Subject to the terms of the Plan, the
      Committee, in its sole discretion, may pay earned Performance Units/Performance
      Shares in the form of cash or in Shares (or in a combination thereof) equal
      to
      the value of the earned Performance Units/Performance Shares at the close of
      the
      applicable Performance Period, or as soon as practicable after the end of the
      Performance Period. Any Shares may be granted subject to any restrictions deemed
      appropriate by the Committee. The determination of the Committee with respect
      to
      the form of payout of such Awards shall be set forth in the Award Agreement
      pertaining to the grant of the Award. Notwithstanding anything in this Article
      9
      to the contrary, delivery of Shares, cash or other property pursuant to an
      Award
      of Performance
      Units/Performance Shares shall be made no later than 2-1/2 months after the
      close of the Company's first taxable year in which delivery of such Shares,
      cash
      or other property is no longer subject to a risk of forfeiture (within the
      meaning of Section 409A of the Code).

     

    
      
        
        

      

      
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    9.5  TERMINATION
      OF EMPLOYMENT. Each Award Agreement shall set forth the extent to which the
      Participant shall have the right to retain Performance Units and/or Performance
      Shares following termination of the Participant's employment with or provision
      of services to the Company, its Affiliates, and/or its Subsidiaries, as the
      case
      may be. Such provisions shall be determined in the sole discretion of the
      Committee, shall be included in the Award Agreement entered into with each
      Participant, need not be uniform among all Awards of Performance Units or
      Performance Shares issued pursuant to the Plan, and may reflect distinctions
      based on the reasons for termination.

     

    9.6  NONTRANSFERABILITY.
      Except as otherwise provided in a Participant's Award Agreement or otherwise
      determined at any time by the Committee, Performance Units/Performance Shares
      may not be sold, transferred, pledged, assigned, or otherwise alienated or
      hypothecated, other than by will or by the laws of descent and distribution.
      Further, except as otherwise provided in a Participant's Award Agreement or
      otherwise determined at any time by the Committee, a Participant's rights under
      the Plan shall be exercisable during his lifetime only by such
      Participant.

     

    ARTICLE
      10.  CASH-BASED
      AWARDS AND OTHER SHARE-BASED AWARDS

     

    10.1  GRANT
      OF
      CASH-BASED AWARDS. Subject to the terms and provisions of the Plan, the
      Committee, at any time and from time to time, may grant Cash-Based Awards to
      Participants in such amounts and upon such terms, including the achievement
      of
      specific performance goals, as the Committee may determine.

     

    10.2  OTHER
      SHARE-BASED AWARDS. The Committee may grant other types of equity-based or
      equity-related Awards not otherwise described by the terms of this Plan
      (including the grant or offer for sale of unrestricted Shares) in such amounts
      and subject to such terms and conditions, as the Committee shall determine.
      Such
      Awards may involve the transfer of actual Shares to Participants, or payment
      in
      cash or otherwise of amounts based on the value of Shares and may include,
      without limitation, Awards designed to comply with or take advantage of the
      applicable local laws of jurisdictions other than the United
      States.

     

    10.3  VALUE
      OF
      CASH-BASED AND OTHER SHARE-BASED AWARDS. Each Cash-Based Award shall specify
      a
      payment amount or payment range as determined by the Committee. Each Other
      Share-Based Award shall be expressed in terms of Shares or units based on
      Shares, as determined by the Committee. The Committee may establish performance
      goals in its discretion. If the Committee exercises its discretion to establish
      performance goals, the number and/or value of Cash-Based Awards or Other
      Share-Based Awards that will be paid out to the Participant will depend on
      the
      extent to which the performance goals are met.

     

    10.4  PAYMENT
      OF CASH-BASED AWARDS AND OTHER SHARE-BASED AWARDS. Payment, if any, with respect
      to a Cash-Based Award or an Other Share-Based Award shall be made in accordance
      with the terms of the Award, in cash or Shares as the Committee determines.
      Notwithstanding anything in this Article 10 to the contrary, delivery of Shares,
      cash or other property pursuant to a Cash-Based Award or Other Share-Based
      Award
      shall be made no later than 2-1/2 months after the close of the Company's first
      taxable year in which delivery of such Shares, cash or other property is no
      longer subject to a risk of forfeiture (within the meaning of Section 409A
      of
      the Code).

     

    
      
        
        

      

      
        -14-

        
          

        

      

      
        
        

      

    

     

    10.5  TERMINATION
      OF EMPLOYMENT. The Committee shall determine the extent to which the Participant
      shall have the right to receive Cash-Based Awards or Other Share-Based Awards
      following termination of the Participant's employment with or provision of
      services to the Company, its Affiliates, and/or its Subsidiaries, as the case
      may be. Such provisions shall be determined in the sole discretion of the
      Committee, such provisions may be included in an Award Agreement entered into
      with each Participant, but need not be uniform among all Awards of Cash-Based
      Awards or Other Share-Based Awards issued pursuant to the Plan, and may reflect
      distinctions based on the reasons for termination.

     

    10.6  NONTRANSFERABILITY.
      Except as otherwise determined by the Committee, neither Cash-Based Awards
      nor
      Other Share-Based Awards may be sold, transferred, pledged, assigned, or
      otherwise alienated or hypothecated, other than by will or by the laws of
      descent and distribution. Further, except as otherwise provided by the
      Committee, a Participant's rights under the Plan, if exercisable, shall be
      exercisable during his lifetime only by such Participant. With respect to those
      Cash-Based Awards or Other Share-Based Awards, if any, that are permitted to
      be
      transferred to another individual, references in the Plan to exercise or payment
      of such Awards by or to the Participant shall be deemed to include, as
      determined by the Committee, the Participant's permitted
      transferee.

     

    ARTICLE
      11.  PERFORMANCE
      MEASURES

     

    11.1  GENERAL.

     

    (a)  If
      the
      Plan shall have been submitted to and approved by the shareholders of the
      Company, certain Awards granted under the Plan may be granted in a manner such
      that the Awards qualify as Performance-Based Compensation and thus are exempt
      from the deduction limitation imposed by Section 162(m) of the Code. Awards
      shall only qualify as Performance-Based compensation if, among other things,
      at
      the time of grant the Committee is comprised solely of two or more "outside
      directors" (as such term is used in Section 162(m) of the Code and the Treasury
      Regulations thereunder).

     

    (b)  Awards
      intended to qualify as Performance-Based Compensation may be granted to
      Participants who are or may be Covered Employees at any time and from time
      to
      time, as shall be determined by the Committee. The Committee shall have complete
      discretion in determining the number, amount and timing of awards granted to
      each Covered Employee.

     

    (c)  The
      Committee shall set performance goals at its discretion which, depending on
      the
      extent to which they are met, will determine the number and/or value of Awards
      intended to qualify as Performance-Based Compensation that will be paid out
      to
      the Covered Employees, and may attach to such Performance-Based Compensation
      one
      or more restrictions.

     

    
      
        
        

      

      
        -15-

        
          

        

      

      
        
        

      

    

     

    11.2  OTHER
      AWARDS. Either the granting or vesting of Awards intended to qualify as
      Performance-Based Compensation (other than Options and SARs) granted under
      the
      Plan shall be subject to the achievement of a performance target or targets,
      as
      determined by the Committee in its sole discretion, based on one or more of
      the
      performance measures specified in Section 11.3 below. With respect to such
      Performance-Based Compensation: 

     

    (a)  the
      Committee shall establish in writing (x) the objective performance-based goals
      applicable to a given period and (y) the individual Covered Employees or class
      of Covered Employees to which such performance-based goals apply no later than
      90 days after the commencement of such period (but in no event after 25 percent
      of such period has elapsed);

     

    (b)  no
      Performance-Based Compensation shall be payable to or vest with respect to,
      as
      the case may be, any Covered Employee for a given period until the Committee
      certifies in writing that the objective performance goals (and any other
      material terms) applicable to such period have been satisfied; and

     

    (c)  after
      the
      establishment of a performance goal, the Committee shall not revise such
      performance goal or increase the amount of compensation payable thereunder
      (as
      determined in accordance with Section 162(m) of the Code) upon the attainment
      of
      such performance goal.

     

    11.3  PERFORMANCE
      MEASURES. Unless and until the Committee proposes for shareholder vote and
      the
      shareholders approve a change in the general Performance Measures set forth
      in
      this Article 11, the performance goals upon which the payment or vesting of
      an
      Award to a Covered Employee that is intended to qualify as Performance-Based
      Compensation shall be limited to the following Performance
      Measures:

     

    (a)  Net
      earnings or net income (before or after taxes);

     

    (b)  Earnings
      per share;

     

    (c)  Net
      sales
      growth;

     

    (d)  Net
      operating profit;

     

    (e)  Return
      measures (including, but not limited to, return on assets, capital, invested
      capital, equity, or sales);

     

    (f)  Cash
      flow
      (including, but not limited to, operating cash flow, free cash flow, and cash
      flow return on capital);

     

    (g)  Earnings
      before or after taxes, interest, depreciation, and/or amortization;

     

    (h)  Gross
      or
      operating margins;

     

    (i)  Productivity
      ratios; and

     

    (j)  Share
      price (including, but not limited to, growth measures and total shareholder
      return).

     

    
      
        
        

      

      
        -16-

        
          

        

      

      
        
        

      

    

     

    Any
      Performance Measure(s) may be used to measure the performance of the Company,
      Subsidiary, and/or Affiliate as a whole or any business unit of the Company,
      Subsidiary, and/or Affiliate or any combination thereof, as the Committee may
      deem appropriate, or any of the above Performance Measures as compared to the
      performance of a group of peer companies, or published or special index that
      the
      Committee, in its sole discretion, deems appropriate, or the Company may select
      Performance Measure (j) above as compared to various stock market
      indices.

     

    11.4  EVALUATION
      OF PERFORMANCE. The Committee may provide in any such Award that any evaluation
      of performance may include or exclude any of the following events that occurs
      during a Performance Period: (a) asset write-downs, (b) litigation or claim
      judgments or settlements, (c) the effect of changes in tax laws, accounting
      principles, or other laws or provisions affecting reported results, (d) any
      reorganization and restructuring programs, (e) extraordinary nonrecurring items
      as described in Accounting Principles Board Opinion No. 30 and/or in
      management's discussion and analysis of financial condition and results of
      operations appearing in the Company's annual report to shareholders for the
      applicable year, (f) acquisitions or divestitures, and (g) foreign exchange
      gains and losses. To the extent such inclusions or exclusions affect Awards
      to
      Covered Employees, they shall be prescribed in a form that meets the
      requirements of Code Section 162(m) for deductibility.

     

    11.5  ADJUSTMENT
      OF PERFORMANCE-BASED COMPENSATION. Awards intended to qualify as
      Performance-Based Compensation may not be adjusted upward. The Committee shall
      retain the discretion to adjust such Awards downward, either on a formula or
      discretionary basis or any combination, as the Committee
      determines.

     

    11.6  COMMITTEE
      DISCRETION. In the event that applicable tax and/or securities laws change
      to
      permit Committee discretion to alter the governing Performance Measures without
      obtaining shareholder approval of such changes, the Committee shall have sole
      discretion to make such changes without obtaining shareholder approval. In
      addition, in the event that the Committee determines that it is advisable to
      grant Awards that shall not qualify as Performance-Based Compensation, the
      Committee may make such grants without satisfying the requirements of Code
      Section 162(m) and base vesting on Performance Measures other than those set
      forth in Section 11.1.

     

    ARTICLE
      12.  NONEMPLOYEE
      DIRECTOR AWARDS

     

    In
      addition to the options to be awarded under the Company’s 2006 Stock Option Plan
      for Non-Employee Directors the Committee may provide such additional Awards
      as
      it deems appropriate. The terms and conditions of any grant to any such
      Non-employee Director shall be set forth in an Award Agreement.

     

    ARTICLE
      13.  DIVIDEND
      EQUIVALENTS

     

    Any
      Participant selected by the Committee may be granted dividend equivalents based
      on the dividends declared on Shares that are subject to any Award, to be
      credited as of dividend payment dates, during the period between the date the
      Award is granted and the date the Award is exercised, vests or expires, as
      determined by the Committee. Such dividend equivalents shall be converted to
      cash or additional Shares by such formula and at such time and subject to such
      limitations as may be determined by the Committee (but subject to the provisions
      of Section 409A of the Code, if applicable).

     

    
      
        
        

      

      
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    ARTICLE
      14.  BENEFICIARY
      DESIGNATION

     

    Each
      Participant under the Plan may, from time to time, name any beneficiary or
      beneficiaries (who may be named contingently or successively) to whom any
      benefit under the Plan is to be paid in case of his death before he receives
      any
      or all of such benefit. Each such designation shall revoke all prior
      designations by the same Participant, shall be in a form prescribed by the
      Committee, and will be effective only when filed by the Participant in writing
      with the Company during the Participant's lifetime. In the absence of any such
      designation, benefits remaining unpaid at the Participant's death shall be
      paid
      to the Participant's estate.

     

    ARTICLE
      15.  
      RIGHTS
      OF PARTICIPANTS

     

    15.1  EMPLOYMENT.
      Nothing in the Plan or an Award Agreement shall interfere with or limit in
      any
      way the right of the Company, its Affiliates, and/or its Subsidiaries, to
      terminate any Participant's employment or service on the Board or to the Company
      at any time or for any reason not prohibited by law, nor confer upon any
      Participant any right to continue his employment or service as a Director or
      Third Party Service Provider for any specified period of time.

     

    Neither
      an Award nor any benefits arising under this Plan shall constitute an employment
      contract with the Company, its Affiliates, and/or its Subsidiaries and,
      accordingly, subject to Articles 3 and 17, this Plan and the benefits hereunder
      may be terminated at any time in the sole and exclusive discretion of the
      Committee without giving rise to any liability on the part of the Company,
      its
      Affiliates, and/or its Subsidiaries.

     

    15.2  PARTICIPATION.
      No individual shall have the right to be selected to receive an Award under
      this
      Plan, or, having been so selected, to be selected to receive a future
      Award.

     

    15.3  RIGHTS
      AS
      A SHAREHOLDER. Except as otherwise provided herein, a Participant shall have
      none of the rights of a shareholder with respect to Shares covered by any Award
      until the Participant becomes the record holder of such Shares.

     

    ARTICLE
      16.  CHANGE
      OF
      CONTROL

     

    In
      addition to the terms and conditions of this Plan, one or more Awards may be
      subject to the terms and conditions set forth in a written agreement between
      the
      Company and a Participant providing for different terms or provisions with
      respect to such Awards upon a "Change of Control" of the Company (as that term
      may be defined in such written agreement), including but not limited to
      acceleration of benefits, lapsing of restrictions, vesting of benefits and
      such
      other terms, conditions or provisions as may be contained in such written
      agreement; PROVIDED HOWEVER, that such written agreement may not increase the
      maximum amount of such Awards.

     

    ARTICLE
      17.  AMENDMENT,
      MODIFICATION, SUSPENSION, AND TERMINATION

     

    17.1  AMENDMENT,
      MODIFICATION, SUSPENSION, AND TERMINATION. Subject to Section 17.3, the
      Committee may, at any time and from time to time, alter, amend, modify, suspend,
      or terminate the Plan and any Award Agreement in whole or in part. 

     

    
      
        
        

      

      
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    17.2  ADJUSTMENT
      OF AWARDS UPON THE OCCURRENCE OF CERTAIN UNUSUAL OR NONRECURRING EVENTS. The
      Committee may make adjustments in the terms and conditions of, and the criteria
      included in, Awards in recognition of unusual or nonrecurring events (including,
      without limitation, the events described in Section 4.4 hereof) affecting the
      Company or the financial statements of the Company or of changes in applicable
      laws, regulations, or accounting principles, whenever the Committee determines
      that such adjustments are appropriate in order to prevent unintended dilution
      or
      enlargement of the benefits or potential benefits intended to be made available
      under the Plan. The determination
      of the Committee as to the foregoing adjustments, if any, shall be conclusive
      and binding on Participants under the Plan.

     

    17.3  
      AWARDS
      PREVIOUSLY GRANTED. Notwithstanding any other provision of the Plan to the
      contrary, and except to the extent necessary to avoid the imposition of
      additional tax and/or interest under Section 409A of the Code with respect
      to
      Awards that are treated as nonqualified deferred compensation, no termination,
      amendment, suspension, or modification of the Plan or an Award Agreement shall
      adversely affect in any material way any Award previously granted under the
      Plan, without the written consent of the Participant holding such
      Award.

     

    ARTICLE
      18.  WITHHOLDING

     

    The
      Company shall have the right to withhold from a Participant (or a permitted
      assignee thereof), or otherwise require such Participant or assignee to pay,
      any
      Withholding Taxes arising as a result of the grant of any Award, exercise of
      an
      Option or SAR, lapse of restrictions with respect to Restricted Shares or
      Restricted Share Units, or any other taxable event occurring pursuant to this
      Plan or any Award Agreement. If the Participant (or a permitted assignee
      thereof) shall fail to make such tax payments as are required, the Company
      (or
      its Affiliates or Subsidiaries) shall, to the extent permitted by law, have
      the
      right to deduct any such Withholding Taxes from any payment of any kind
      otherwise due to such Participant or to take such other action as may be
      necessary to satisfy such Withholding Taxes. In satisfaction of the requirement
      to pay Withholding Taxes, the Participant (or permitted assignee) may make
      a
      written election which may be accepted or rejected in the discretion of the
      Committee, (i) to have withheld a portion of any Shares or other payments then
      issuable to the Participant (or permitted assignee) pursuant to any Award,
      or
      (ii) to tender other Shares to the Company (either by actual delivery or
      attestation, in the sole discretion of the Committee, PROVIDED THAT, except
      as
      otherwise determined by the Committee, the Shares that are tendered must have
      been held by the Participant for at least six months prior to their tender
      to
      satisfy the Option Price or have been purchased on the open market), in either
      case having an aggregate Fair Market Value equal to the Withholding
      Taxes.

     

    ARTICLE
      19.  SUCCESSORS

     

    All
      obligations of the Company under the Plan with respect to Awards granted
      hereunder shall be binding on any successor to the Company, whether the
      existence of such successor is the result of a direct or indirect purchase,
      merger, consolidation, or otherwise, of all or substantially all of the business
      and/or assets of the Company.

     

    
      
        
        

      

      
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    ARTICLE
      20.  GENERAL
      PROVISIONS

     

    20.1  FORFEITURE
      EVENTS.

     

    (a)  The
      Committee may specify in an Award Agreement that the Participant's rights,
      payments, and benefits with respect to an Award shall be subject to reduction,
      cancellation, forfeiture, or recoupment upon the occurrence of certain specified
      events, in addition to any otherwise applicable vesting or performance
      conditions of an Award. Such events may include, but shall not be limited to,
      termination of employment for cause, termination of the Participant's provision
      of services to the Company, Affiliate, and/or Subsidiary, violation of material
      Company, Affiliate, and/or Subsidiary policies, breach of noncompetition,
      confidentiality, or other restrictive covenants that may apply to the
      Participant, or other conduct by the Participant that is detrimental to the
      business or reputation of the Company, its Affiliates, and/or its
      Subsidiaries.

     

    (b)  If
      the
      Company is required to prepare an accounting restatement due to the material
      noncompliance of the Company, as a result of misconduct, with any financial
      reporting requirement under the securities laws, if the Participant knowingly
      or
      grossly negligently engaged in the misconduct, or knowingly or grossly
      negligently failed to prevent the misconduct, or if the Participant is one
      of
      the individuals subject to automatic forfeiture under Section 304 of the
      Sarbanes-Oxley Act of 2002, the Participant shall reimburse the Company the
      amount of any payment in settlement of an Award earned or accrued during the
      twelve-month period following, the earlier of, the first public issuance, or
      filing with the United States Securities and Exchange Commission, of the
      financial document embodying such financial reporting requirement.

     

    20.2  LEGEND.
      The certificates for Shares may include any legend which the Committee deems
      appropriate to reflect any restrictions on transfer of such Shares.

     

    20.3  GENDER
      AND NUMBER. Except where otherwise indicated by the context, any masculine
      term
      used herein also shall include the feminine, the plural shall include the
      singular, and the singular shall include the plural.

     

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

     

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

     

    20.6  DELIVERY
      OF TITLE. The Company shall have no obligation to issue or deliver evidence
      of
      title for Shares issued under the Plan prior to:

     

    (a)  Obtaining
      any approvals from governmental agencies that the Company determines are
      necessary or advisable; and

     

    (b)  Completion
      of any registration or other qualification of the Shares under any applicable
      national or foreign law or ruling of any governmental body that the Company
      determines to be necessary or advisable.

     

    
      
        
        

      

      
        -20-

        
          

        

      

      
        
        

      

    

     

    20.7  INABILITY
      TO OBTAIN AUTHORITY. The inability of the Company to obtain authority from
      any
      regulatory body having jurisdiction, which authority is deemed by the Company's
      counsel to be necessary to the lawful issuance and sale of any Shares hereunder,
      shall relieve the Company of any liability in respect of the failure to issue
      or
      sell such Shares as to which such requisite authority shall not have been
      obtained.

     

    20.8  INVESTMENT
      REPRESENTATIONS. The Committee may require any individual receiving Shares
      pursuant to an Award under this Plan to represent and warrant in writing that
      the individual is acquiring the Shares for investment and without any present
      intention to sell or distribute such Shares.

     

    20.9  EMPLOYEES
      BASED OUTSIDE OF THE UNITED STATES. Notwithstanding any provision of the Plan
      to
      the contrary, in order to comply with the laws in other countries in which
      the
      Company, its Affiliates, and/or its Subsidiaries operate or have Employees,
      Directors, or Third Party Service Providers, the Committee, in its sole
      discretion, shall have the power and authority to:

     

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

     

    (b)  Determine
      which Employees, Directors, or Third Party Service Providers outside the United
      States are eligible to participate in the Plan;

     

    (c)  Modify
      the terms and conditions of any Award granted to Employees, Directors, or Third
      Party Service Providers outside the United States to comply with applicable
      foreign laws;

     

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

     

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

     

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

     

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

     

    20.11  UNFUNDED
      PLAN. Participants shall have no right, title, or interest whatsoever in or
      to
      any investments that the Company, its Subsidiaries, and/or its Affiliates may
      make to aid it in meeting its obligations under the Plan. Nothing contained
      in
      the Plan, and no action taken pursuant to its provisions, shall create or be
      construed to create a trust of any kind, or a fiduciary relationship between
      the
      Company and any Participant, beneficiary, legal representative, or any other
      individual. To the extent that any individual acquires a right to receive
      payments from the Company, its Subsidiaries, and/or its Affiliates under the
      Plan, such right shall be no greater than the right of an unsecured general
      creditor of the Company, a Subsidiary, or an Affiliate, as the case may be.
      All
      payments to be made hereunder shall be paid from the general funds of the
      Company, a Subsidiary, or an Affiliate, as the case may be and no special or
      separate fund shall be established and no segregation of assets shall be made
      to
      assure payment of such amounts except as expressly set forth in the
      Plan.

     

    
      
        
        

      

      
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    20.12  NO
      FRACTIONAL SHARES. No fractional Shares shall be issued or delivered pursuant
      to
      the Plan or any Award. The Committee shall determine whether cash, Awards,
      or
      other property shall be issued or paid in lieu of fractional Shares or whether
      such fractional Shares or any rights thereto shall be forfeited or otherwise
      eliminated.

     

    20.13  NONEXCLUSIVITY
      OF THE PLAN. The adoption of this Plan shall not be construed as creating any
      limitations on the power of the Board or Committee to adopt such other
      compensation arrangements as it may deem desirable for any Participant.


     

    20.14  NO
      CONSTRAINT ON CORPORATE ACTION. Nothing in this Plan shall be construed to:
      (i)
      limit, impair, or otherwise affect the Company's or a Subsidiary's or an
      Affiliate's right or power to make adjustments, reclassifications,
      reorganizations, or changes of its capital or business structure, or to merge
      or
      consolidate, or dissolve, liquidate, sell, or transfer all or any part of its
      business or assets; or, (ii) limit the right or power of the Company or a
      Subsidiary or an Affiliate to take any action which such entity deems to be
      necessary or appropriate.

     

    20.15  GOVERNING
      LAW. The Plan and each Award Agreement shall be governed by the laws of the
      State of New York, excluding any conflicts or choice of law rule or principle
      that might otherwise refer construction or interpretation of the Plan to the
      substantive law of another jurisdiction. Unless otherwise provided in the Award
      Agreement, recipients of an Award under the Plan are deemed to submit to the
      exclusive jurisdiction and venue of the federal or state courts of New York,
      to
      resolve any and all issues that may arise out of or relate to the Plan or any
      related Award Agreement.

     

    20.16  INDEMNIFICATION.
      Each individual who is or shall have been a member of the Board, or a committee
      appointed by the Board, or an officer of the Company to whom authority was
      delegated in accordance with Article 3, shall be indemnified and held harmless
      by the Company against and from any loss, cost, liability, or expense that may
      be imposed upon or reasonably incurred by him in connection with or resulting
      from any claim, action, suit, or proceeding to which he may be a party or in
      which he may be involved by reason of any action taken or failure to act under
      the Plan and against and from any and all amounts paid by him in settlement
      thereof, with the Company's approval, or paid by him in satisfaction of any
      judgment in any such action, suit, or proceeding against him, provided he shall
      give the Company an opportunity, at its own expense, to handle and defend the
      same before he undertakes to handle and defend it on his own behalf, unless
      such
      loss, cost, liability, or expense is a result of his own willful misconduct
      or
      except as expressly provided by statute.

     

    
      
        
        

      

      
        -22-

        
          

        

      

      
        
        

      

    

     

    The
      foregoing right of indemnification shall not be exclusive of any other rights
      of
      indemnification to which such individuals may be entitled under the Company's
      Certificate of Incorporation or Bylaws, as a matter of law, or otherwise, or
      any
      power that the Company may have to indemnify them or hold them
      harmless.

     

    20.17  AMENDMENT
      TO COMPLY WITH APPLICABLE LAW. It is intended that no Award granted under this
      Plan shall be subject to any interest or additional tax under Section 409A
      of
      the Code. In the event Code Section 409A is amended after the date hereof,
      or
      regulations or other guidance is promulgated after the date hereof that would
      make an Award under the Plan subject to the provisions of Code Section 409A,
      then the terms and conditions of this Plan shall be interpreted and applied,
      to
      the extent possible, in a manner to avoid the imposition of the provisions
      of
      Code Section 409A.

     

     

     

    -23-