**Exhibit 10.187**

**BIOVEST INTERNATIONAL, INC.**

**2010 EQUITY INCENTIVE PLAN**

(Effective as of November 15, 2010) 

**Section 1. PURPOSE AND DEFINITIONS**

(a) Purpose. The purpose of thisBiovest International, Inc. (the “Company”) 2010 Equity Incentive Plan (the “Plan”) is to advance the interests of the stockholders of the Company by enhancing the Company’s ability to attract, retain, and motivate personswho make or are expected to make important contributions to the Company and its Subsidiaries by providing such persons with equity ownership opportunities and performance-based incentives, thereby better aligning the interests of such persons withthose of the Company’s stockholders. In addition, by encouraging stock ownership by directors who are not employees of the Company or its Subsidiaries, the Company seeks to attract and retain on its Board persons of exceptional competence andto provide a further incentive to serve as a director of the Company. 

(b) Definitions. The following terms shall havethe following respective meanings unless the context requires otherwise: 

(1) The term “Administrator” shall meanthe Board of Directors. 

(2) The term “Affiliate” or “Affiliates” shall have the meaning set forth inRule 12b-2 promulgated under Section 12 of the Exchange Act. 

(3) The term “Beneficial Owner” shall meanbeneficial owner as defined in Rule 13d-3 under the Exchange Act. 

(4) The term “Board” shall mean the Board ofDirectors of the Company. 

(5) The term “Code” shall mean the Internal Revenue Code of 1986 or any successorthereto, as the same may be amended and in effect from time to time. 

(6) The term “Company” shall mean BiovestInternational, Inc., a Delaware corporation. 

(7) The term “Employee” shall mean a person who is employed by theCompany or any Subsidiary, including an officer or director of the Company or any Subsidiary who is also an employee of the Company or any Subsidiary. 

(8) The term “Exchange Act” shall mean the Securities Exchange Act of 1934, or any successor thereto, as the same may be amended and in effect from time to time. 

(9) The term “Fair Market Value” shall mean, with respect to a share of Stock, ifthe Stock is then listed and traded on a registered national or regional securities exchange, or quoted on The National Association of Securities Dealers’ Automated Quotation System (including The Nasdaq Stock Market’s National Market),the average closing price of a share of Stock on such exchange or quotation system for the five trading days immediately preceding the date of grant of an Option or Stock Appreciation Right, or, if Fair Market Value is used herein in connection withany event other than the grant of an Option or Stock Appreciation Right, then such average closing price for the five trading days immediately preceding the date of such event. If the Stock is not traded on a registered securities exchange or quotedin such a quotation system, the Administrator shall determine the Fair Market Value of a share of Stock. 

(10) The term“Incentive Stock Option” means an option granted under this Plan and which is an incentive stock option within the meaning of Section 422 of the Code, or the corresponding provision of any subsequently enacted tax statute. 

(11) The term “Non-Employee Director” shall mean any member of the Company’s Board who is not an employee of the Companyor of any Affiliate of the Company. 

(12) The term “Nonqualified Stock Option” shall mean an option granted underthe Plan which is not an Incentive Stock Option. 

(13) The term “Option” or “Options” shall mean theoption to purchase Stock in accordance with Section 4 on such terms and conditions as may be prescribed by the Administrator, whether or not such option is an Incentive Stock Option. 

(14) The term “Other Stock-Based Awards” shall mean awards of Stock or other rights made in accordance with Section 5 onsuch terms and conditions as may be prescribed by the Administrator. 

(15) The term “Participant” shall mean anyeligible person who is granted a Plan Award hereunder. 

(16) The term “Performance Goals” shall mean one or morebusiness criteria based on individual, business unit, group, Company or other performance criteria selected by the Administrator. 

(17) The term “Plan” shall mean the 2011 Biovest International, Inc. Equity Incentive Plan, as the same may be amended and in effect from time to time. 

(18) The term “Plan Awards” or “Awards” shall mean awards or grants of stock Options and various other rights withrespect to shares of Stock. 

 
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(19) The term “Stock Appreciation Right” shall mean the right to receive, withoutpayment to the Company, an amount of cash or Stock as determined in accordance with Section 4, based on the amount by which the Fair Market Value of a share of Stock on the relevant valuation date exceeds the grant price. 

(20) The term “Stock” shall mean shares of the Company’s common stock, par value $.01 per share. 

(21) The term “Subsidiary” shall mean any “subsidiary corporation” within the meaning of Section 424(f) of theCode. 

(22) The term “Ten Percent Stockholder” shall mean an individual who owns stock possessing more than tenpercent (10%) of the combined voting power of all classes of stock of the Company or of its parent or subsidiary corporations within the meaning of Code Section 422. 

**Section 2. ADMINISTRATION AND PARTICIPANTS**

(a) Administration. ThePlan shall be administered by the Board of Directors or by any other committee appointed by the Board. If the Company has a class of securities registered under the Exchange Act, then such committee shall consist of not fewer than two members of theBoard, each of whom shall qualify (at the time of appointment to the committee and during all periods of service on the committee) in all respects as a “non-employee director” as defined in Rule 16b-3 under the Exchange Act and as anoutside director as defined in Section 162(m) of the Code and the regulations thereunder. The Administrator shall administer the Plan and perform such other functions as are assigned to it under the Plan. The Administrator is authorized,subject to the provisions of the Plan, from time to time to establish such rules and regulations as it may deem appropriate for the proper administration of the Plan and to make such determinations under, and such interpretations of, and to takesuch steps in connection with, the Plan and the Plan Awards as it may deem necessary or advisable, in each case in its sole discretion. The Administrator’s decisions and determinations under the Plan need not be uniform and may be madeselectively among Participants, whether or not they are similarly situated. Any authority granted to the Administrator may also be exercised by the entire Board. To the extent that any permitted action taken by the Board conflicts with any actiontaken by the Administrator, the Board action shall control. To the extent permitted by applicable law and except for Awards granted to Persons who are subject to Section 16 of the Exchange Act, the Administrator may delegate any or all of itspowers or duties under the Plan, including, but not limited to, its authority to make awards under the Plan to such person or persons as it shall appoint pursuant to such conditions or limitations as the Administrator may establish; *provided,however,* that the Administrator shall not delegate its authority to amend or modify the Plan pursuant to the provisions of Section 12(b) of the Plan. To the extent of any such delegation, the term “Administrator” when used hereinshall mean and include any such delegate. 

 
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(b) Eligibility for Participation. Any Employee, director, officer, consultant, oradvisor of the Company or its Subsidiaries may be granted Awards under the Plan, provided that consultants or advisors may only be granted Awards under the Plan if they are natural persons that provide *bona fide* services to the Company or itsSubsidiaries. The Administrator shall designate each individual who will become a Participant. The Administrator’s designation of a Participant in any year shall not require the Administrator to designate such person to receive a Plan Award inany other year. 

**Section 3. STOCK AVAILABLE FOR PLAN AWARDS**

(a) Stock Subject to Plan. The Stock to be subject to or related to Plan Awards may be either authorized and unissued shares or shares held in the treasury of the Company. The maximum number ofshares of Stock with respect to which Plan Awards may be granted under the Plan, subject to adjustment in accordance with the provisions of Section 9, shall be Ten million (10,000,000) shares. 

(b) Computation of Stock Available for Plan Awards. For the purpose of computing the total number of shares of Stock remainingavailable for Plan Awards under this Plan at any time while the Plan is in effect, the total number of shares determined to be available pursuant to subsections (a) and (c) of this Section 3 shall be reduced by, (1) the maximumnumber of shares of Stock subject to issuance upon exercise of outstanding Options or outstanding Stock Appreciation Rights granted under this Plan; and (2) the maximum number of shares of Stock related to outstanding Other Stock-Based Awardsgranted under this Plan, as determined by the Administrator in each case as of the dates on which such Plan Awards were granted. 

(c) Terminated, Expired or Forfeited Plan Awards. The shares involved in the unexercised or undistributed portion of anyterminated, expired or forfeited Plan Award shall be made available for further Plan Awards. 

**Section 4. OPTIONS AND STOCK APPRECIATIONRIGHTS**

(a) Grant of Options. 

(1) The Administrator, at any time and from time to time while the Plan is in effect, may grant Options to such Employees and other eligible individuals as the Administrator may select, subject to theprovisions of this Section 4 and Section 3 of the Plan. Subject to any limitations set forth in the Plan, the Administrator shall have complete discretion in determining: (a) the eligible individuals to be granted an Option;(b) the number of shares of Stock to be subject to the Option; (c) whether the Option is to be an Incentive Stock Option or a Nonqualified Stock Option; *provided*that, Incentive Stock Options may be granted only to Employees of theCompany or a Subsidiary; and (d) any other terms and conditions of the Option as determined by the Administrator in its sole discretion. 

 
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(2) Unless otherwise determined by the Administrator, Incentive Stock Options:(a) will be exercisable at a purchase price per share of not less than One Hundred percent (100%) (or, in the case of a Ten Percent Stockholder, one hundred and ten percent (110%)) of the Fair Market Value of the Stock on the date ofgrant; (b) will be exercisable over not more than ten (10) years (or, in the case of a Ten Percent Stockholder, five (5) years) after the date of grant; (c) will terminate not later than three (3) months after theParticipant’s termination of employment for any reason other than retirement (as defined herein), disability or death; (d) will terminate at the end of the exercise period as specified in the grant in the event of termination of employmentas a result of disability, death or retirement; and (e) will comply in all other respects with the provisions of Code Section 422. For purposes hereof, “retirement” shall mean the employee terminates at a time whenemployee’s combined age and years of service equal at least sixty (60) (subject to the Age and Service Guidelines set forth below). The Age and Service Guidelines are: 

 
 a)the employee must have a minimum of three (3) years of service; and 
 
 b)the employee must have attained a minimum age of fifty-five (55) years during the year of termination. For clarification, Incentive Stock Options granted willcontinue to be exercisable and will continue to vest until the Incentive Stock Option is terminated hereunder. 
(3) Nonqualified Stock Options will be exercisable at purchase prices of not less than one hundred percent (100%) of the Fair Market Value of the Stock on the date of grant, unless otherwisedetermined by the Administrator. Nonqualified Stock Options will be exercisable during such periods or on such date as determined by the Administrator and shall terminate at such time as the Administrator shall determine. Nonqualified Stock Optionsshall be subject to such terms and conditions as are determined by the Administrator; *provided* that any Option granted to a Section 162(m) Participant shall either have a purchase price of not less than one hundred percent (100%) ofthe Fair Market Value of the Stock on the date of grant or be subject to the attainment of such Performance Goals as are established by the Administrator, unless otherwise determined by the Administrator. 

(4) Each award agreement evidencing an Incentive Stock Option shall provide that, to the extent that the aggregate Fair Market Value ofStock (as determined on the date of the option grant) that may be purchased by a Participant for the first time during any calendar year pursuant Incentive Stock Options granted under the Plan or any other plan of the Company or its Subsidiariesexceeds $100,000, then such option as to the excess shall be treated as a Nonqualified Stock Option. This limitation shall be applied by taking stock options into account in the order in which they were granted. 

 
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(b) Grant of Stock Appreciation Rights. 

(1) The Administrator, at any time and from time to time while the Plan is in effect, may grant Stock Appreciation Rights to suchEmployees and other eligible individuals as it may select, subject to the provisions of this Section 4 and Section 3 of the Plan. Each Stock Appreciation Right may relate to all or a portion of a specific Option granted under the Plan andmay be granted concurrently with the Option to which it relates or at any time prior to the exercise, termination or expiration of such Option (a “Tandem SAR”), or may be granted independently of any Option, as determined by theAdministrator. If the Stock Appreciation Right is granted independently of an Option, the grant price of such right shall be the Fair Market Value of Stock on the date of grant of such Stock Appreciation Right; *provided, however*, that theAdministrator may, in its discretion, fix a grant price in excess of the Fair Market Value of Stock on such grant date. 

(2)Upon exercise of a Stock Appreciation Right, the Participant shall be entitled to receive, without payment to the Company, either (A) that number of shares of Stock determined by dividing (i) the total number of shares of Stock subject tothe Stock Appreciation Right being exercised by the Participant, multiplied by the amount by which the Fair Market Value of a share of Stock on the day the right is exercised exceeds the grant price (such amount being hereinafter referred to as the“Spread”), by (ii) the Fair Market Value of a share of Stock on the exercise date; or (B) cash in an amount determined by multiplying (i) the total number of shares of Stock subject to the Stock Appreciation Right beingexercised by the Participant, by (ii) the amount of the Spread; or (C) a combination of shares of Stock and cash, in amounts determined as set forth in clauses (A) and (B) above, as determined by the Administrator in its solediscretion; *provided, however*, that, in the case of a Tandem SAR, the total number of shares which may be received upon exercise of a Stock Appreciation Right for Stock shall not exceed the total number of shares subject to the related Optionor portion thereof, and the total amount of cash which may be received upon exercise of a Stock Appreciation Right for cash shall not exceed the Fair Market Value on the date of exercise of the total number of shares subject to the related Option orportion thereof. 

(c) Terms and Conditions. 

(1) Each Option and Stock Appreciation Right granted under the Plan shall be exercisable on such date or dates, during such period, for such number of shares and subject to such further conditions,including but not limited to the attainment of Performance Goals, as shall be determined by the Administrator in its sole discretion and set forth in the provisions of the award agreement with respect to such Option and Stock Appreciation Right;*provided, however*, that a Tandem SAR shall not be exercisable prior to or later than the time the related Option could be exercised; and *provided, further*, that in any event no Option or Stock Appreciation Right shall be exercisedbeyond ten (10) years from the date of grant. 

 
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(2) The Administrator may impose such conditions as it may deem appropriate upon theexercise of an Option or a Stock Appreciation Right, including, without limitation, a condition that the Option or Stock Appreciation Right may be exercised only in accordance with rules and regulations adopted by the Administrator from time to timeand consistent with the Plan. 

(3) With respect to Options issued with Tandem SARs, the right of a Participant to exercisethe Tandem SAR shall be cancelled if and to the extent the related Option is exercised, and the right of a Participant to exercise an Option shall be cancelled if and to the extent that shares covered by such Option are used to calculate shares orcash received upon exercise of the Tandem SAR. 

(4) If any fractional share of Stock would otherwise be issued to aParticipant upon the exercise of an Option or Stock Appreciation Right, the Participant shall be paid a cash amount equal to the same fraction of the Fair Market Value of the Stock on the date of exercise. 

(d) Award Agreement. Each Option and Stock Appreciation Right shall be evidenced by an award agreement in such form and containingsuch provisions not inconsistent with the provisions of the Plan as the Administrator from time to time shall approve. 

(e)Payment for Option Shares. 

(1) Payment for shares of Stock purchased upon exercise of an Option granted hereundershall be made in such manner as is provided in the applicable award agreement. 

(2) Any payment for shares of Stock purchasedupon exercise of an Option granted hereunder shall be made in cash. Notwithstanding the foregoing, if permitted by the Award Agreement or otherwise permitted by the Administrator, the payment may be made by delivery of shares of Stock beneficiallyowned by the Participant, or attestation by the Participant to the ownership of a sufficient number of shares of Stock, or by a combination of cash and Stock, at the election of the Participant; *provided, however*, that any shares of Stock sodelivered or attested shall have been beneficially owned by the Participant for a period of not less than six (6) months prior to the date of exercise. Any such shares of Stock so delivered or attested shall be valued at their Fair Market Valueon the date of such exercise. The Administrator shall determine whether and if so the extent to which actual delivery of share certificates to the Company shall be required. The Administrator also may authorize payment in accordance with a cashlessexercise program under which, if so instructed by the Participant, Stock may be issued directly to the Participant’s broker upon receipt of the Option purchase price in cash directly to the broker. 

 
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(3) To the extent that the payment of the exercise price for the Stock purchased pursuantto the exercise of an Option is made with shares of Stock as provided in Section 4(e)(2) of the Plan, then, at the discretion of the Administrator, the Participant may be granted a replacement Option under the Plan to purchase a number ofshares of Stock equal to the number of shares tendered or attested to as permitted in Section 4(e)(2) hereof, with an exercise price per share equal to the Fair Market Value on the date of grant of such replacement Option and with a termextending to the expiration date of the original Option. 

(f) Nonqualified Stock Option Awards to Non-EmployeeDirectors. 

(1) Each Non-Employee Director shall automatically be granted Nonqualified Stock Options under the Plan inthe manner set forth in this Section 4(f). A Non-Employee Director may hold more than one Nonqualified Stock Option, but only on the terms and subject to any restrictions set forth herein. 

(2) Each Non-Employee Director (if he or she continues to serve in such capacity) shall, on the day following the annual meeting ofshareholders in each year during the time the Plan is in effect, automatically be granted a Non-Qualified Stock Option to purchase a number of shares of Stock that is equal to the sum of (i) 60,000 shares plus (ii) 15,000 shares for eachstanding Board committee on which the Non-Employee Director serves as of the grant date, plus (iii) 15,000 shares of Stock for each standing Board committee for which the Non-Employee Director serves as the chairperson as of the grant date(which number of shares shall be subject to adjustment in the manner provided in Section 9 of the Plan). For purposes of this Plan, the term “standing Board committee” means the Audit Committee, Compensation Committee, and theGovernance and Nominating Committee of the Board, or any successor to such committees. Nonqualified Stock Options shall be automatically granted to Non-Employee Directors under the Plan only for so long as the Plan remains in effect and a sufficientnumber of Shares are available hereunder for the granting of such Options. 

(3) The exercise price per Share for aNon-Qualified Stock Option granted to a Non-Employee Director under the Plan shall be equal to 110% of the Fair Market Value of a share of Stock on the date of grant of such Option. 

(4) Nonqualified Stock Options granted to Non-Employee Directors under the Plan are fully vested on the date of grant. Notwithstandingthe foregoing, such Options shall terminate on the earlier of: 

(A) ten years after the date of grant; or

(B) five years after the Non-Employee Director ceases to be a director of the Company for any reason,including as a result of the Non-Employee Director’s death, disability or retirement. 

 
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(g) Transfer of Control. Upon a merger, consolidation, corporate reorganization, orany transaction in which all or substantially all of the assets or stock of the Company are sold, leased, transferred or otherwise disposed of (other than a mere reincorporation transaction or one in which the holders of capital stock of the Companyimmediately prior to such merger or consolidation continue to hold at least a majority of the voting power of the surviving corporation) (a “**Transfer of Control**”), then any unexercisable portion of an outstanding Option shall becomeimmediately exercisable as of a date prior to the Transfer of Control, which date shall be determined by the Board in its sole discretion. The exercise of any Option that was permissible solely by reason of this Paragraph 8 shall be conditioned uponthe consummation of the Transfer of Control. The Board may further determine, in its sole discretion, to provide that any Options which become exercisable solely by reason of this Paragraph 8 and which are not exercised as of the date of theTransfer of Control shall terminate effective as of the date of the Transfer of Control. Notwithstanding the foregoing, an outstanding Option shall not so accelerate if and to the extent: (i) such Option is, in connection with a Transfer ofControl, either to be assumed by the successor corporation (or parent thereof) or to be replaced with a comparable option to purchase shares of the capital stock of the successor corporation (or parent thereof), (ii) such Option is to bereplaced with a cash incentive program of the successor corporation which preserves the spread existing on the unvested Option at the time of such Transfer of Control and provides for subsequent payout in accordance with the same vesting scheduleapplicable to such Option or (iii) the acceleration of such Option is subject to other limitations imposed by the Board at the time of the grant of the Option. The determination of option comparability under clause (i) above shall be madeby the Board in its sole discretion, and its determination shall be final, binding and conclusive. 

**Section 5. STOCK AND OTHER STOCK-BASEDAND COMBINATION AWARDS**

(a) Grants of Other Stock-Based Awards. The Administrator, at any time and from time to timewhile the Plan is in effect, may grant Other Stock-Based Awards to such Employees or other eligible individuals as it may select. Such Plan Awards pursuant to which Stock is or may in the future be acquired, or Plan Awards valued or determined inwhole or part by reference to or otherwise based on Stock, may include, but are not limited to, awards of restricted Stock or Plan Awards denominated in the form of “stock units”, grants of so-called “phantom stock” and optionscontaining terms or provisions differing in whole or in part from Options granted pursuant to Section 4 of the Plan. Other Stock-Based Awards may be granted either alone, in addition to, in tandem with or as an alternative to any other kind ofPlan Award, grant or benefit granted under the Plan or under any other employee plan of the Company or Subsidiary, including a plan of any acquired entity. Each Other Stock-Based Award shall be evidenced by an award agreement in such form as theAdministrator may determine. 

 
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(b) Terms and Conditions. Subject to the provisions of the Plan, the Administratorshall have the authority to determine the time or times at which Other Stock-Based Awards shall be made, the number of shares of Stock or stock units and the like to be granted or covered pursuant to such Plan Awards (subject to the provisions ofSection 3 of the Plan) and all other terms and conditions of such Plan Awards, including, but not limited to, whether such Plan Awards shall be subject to the attainment of Performance Goals, and whether such Plan Awards shall be payable orpaid in cash, Stock or otherwise. 

(c) Consideration for Other Stock-Based Awards. In the discretion of theAdministrator, any Other Stock-Based Award may be granted as a Stock bonus for no consideration other than services rendered. 

(d) Dividend Equivalents on Plan Awards. 

(1) The Administrator may determine that a Participant to whom an Other Stock-Based Award is granted shall be entitled to receive payment of the same amount of cash that such Participant would havereceived as cash dividends if, on each record date during the performance or restriction period relating to such Plan Award, such Participant had been the holder of record of a number of shares of Stock subject to the Award (as adjusted pursuant toSection 9 of the Plan). Any such payment may be made at the same time as a dividend is paid or may be deferred until such later date as is determined by the Administrator in its sole discretion. Such cash payments are hereinafter called“dividend equivalents”. 

(2) Notwithstanding the provisions of subsection (d)(1) of this Section 5, theAdministrator may determine that, in lieu of receiving all or any portion of any such dividend equivalent in cash, a Participant shall receive an award of whole shares of Stock having a Fair Market Value approximately equal to the portion of suchdividend equivalent that was not paid in cash. Certificates for shares of Stock so awarded may be issued as of the payment date for the related cash dividend or may be deferred until a later date, and the shares of Stock covered thereby may besubject to the terms and conditions of the Plan Award to which it relates (including but not limited to the attainment of any Performance Goals) and the terms and conditions of the Plan, all as determined by the Administrator in its sole discretion.

**Section 6. AWARDS TO PARTICIPANTS OUTSIDE OF THE UNITED STATES**

In order to facilitate the granting of Plan Awards to Participants who are foreign nationals or who reside or work outside of the UnitedStates of America, the Administrator may provide for such special terms and conditions, including without limitation substitutes for Plan Awards, as the Administrator may consider necessary or appropriate to accommodate differences in local law, taxpolicy or custom. Such substitutes for Plan Awards may include a requirement that the Participant receive cash, in such amount as the Administrator may determine in its sole discretion, in lieu of any Plan Award or share of Stock that wouldotherwise have been granted to or delivered to such Participant under the Plan. The Administrator may approve any supplements to, or amendments, restatements or alternative versions of the Plan as it may consider necessary or appropriate forpurposes of this Section 6 without thereby affecting the terms of the Plan as in effect for any other purpose, and the 

 
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Secretary or other appropriate officer of the Company may certify any such documents as having been approved and adopted pursuant to properly delegated authority; *provided, however,*thatno such supplements, amendments, restatements or alternative versions shall include any provision that is inconsistent with the terms of the Plan as then in effect. Participants subject to the laws of a foreign jurisdiction may request copies of, orthe right to view, any materials that are required to be provided by the Company pursuant to the laws of such jurisdiction. 

**Section 7.PAYMENT OF PLAN AWARDS AND CONDITIONS THEREON**

(a) Issuance of Shares. Certificates for shares of Stock issuablepursuant to a Plan Award shall be issued to and registered in the name of the Participant who received such Award. The Administrator may require that such certificates bear such restrictive legend as the Administrator may specify and be held by theCompany in escrow or otherwise pursuant to any form of agreement or instrument that the Administrator may specify. If the Administrator has determined that deferred dividend equivalents shall be payable to a Participant with respect to any PlanAward pursuant to Section 5(d) of the Plan, then concurrently with the issuance of such certificates, the Company shall deliver to such Participant a cash payment or additional shares of Stock in settlement of such dividend equivalents.

(b) Substitution of Shares. Notwithstanding the provisions of this subsection (b) or any other provision of thePlan, the Administrator may specify that a Participant’s Plan Award shall not be represented by certificates for shares of Stock but shall be represented by rights approximately equivalent (as determined by the Administrator) to the rights thatsuch Participant would have received if certificates for shares of Stock had been issued in the name of such Participant in accordance with subsection (a) of this Section 7 (such rights being called “Stock Equivalents”). Subjectto the provisions of Section 9 of the Plan and the other terms and provisions of the Plan, if the Administrator shall so determine, each Participant who holds Stock Equivalents shall be entitled to receive the same amount of cash that suchParticipant would have received as dividends if certificates for shares of Stock had been issued in the name of such Participant pursuant to subsection (a) of this Section 7 covering the number of shares equal to the number of shares towhich such Stock Equivalents relate. Notwithstanding any other provision of the Plan to the contrary, the Stock Equivalents may, at the option of the Administrator, be converted into an equivalent number of shares of Stock or, upon the expiration ofany restriction period imposed on such Stock Equivalents, into cash, under such circumstances and in such manner as the Administrator may determine. 

(c) Cooperation. Anything contained in the Plan to the contrary notwithstanding, if the employment of any Participant shall terminate, for any reason other than death, while any Plan Award grantedto such Participant is outstanding hereunder, and such Participant has not yet received the Stock covered by such Plan Award or otherwise received the full benefit of such Plan Award, such Participant, if otherwise entitled thereto, shall receivesuch Stock or benefit only if, during the entire period from the date of such Participant’s termination to the date of such receipt, such Participant shall have made himself or herself available, upon request, at reasonable times and upon areasonable basis, to consult 

 
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with, supply information to, and otherwise cooperate with the Company; *provided, however*, that the failure to comply with such condition may at any time (whether before, at the time of orsubsequent to termination of employment) be waived by the Administrator upon its determination that in its sole judgment there shall not have been and will not be any such substantial adverse effect. 

(d) Tax and Other Withholding. Prior to any distribution of cash, Stock or any other benefit available under a Plan Award(including payments under Section 5(d) and Section 7(b) of the Plan) to any Participant, appropriate arrangements (consistent with the Plan and any rules adopted hereunder) shall be made for the payment of any taxes and other amountsrequired to be withheld by federal, state or local law. 

(e) Substitution. The Administrator, in its sole discretion,may substitute a Plan Award for another outstanding Plan Award or Plan Awards of the same or different type, so long as the substituted Plan Award is substantially equivalent in value to the outstanding Award for which the substitution is beingmade. 

**Section 8. NON-TRANSFERABILITY OF PLAN AWARDS**

(a) Restrictions on Transfer of Awards. Plan Awards shall not be assignable or transferable by the Participant other than by will or by the laws of descent and distribution except that theParticipant may, with the consent of the Administrator, transfer, without consideration, Plan Awards that do not constitute Incentive Stock Options to the Participant’s children, stepchildren, grandchildren, parent(s), stepparent(s),grandparent(s), spouse, sibling(s), mother-in-law, father-in-law, son(s)-in-law, daughter(s)-in-law, brother(s)-in-law or sister(s)-in-law, and to persons with whom the Participant has an adoptive relationship, (or to one or more trusts for thebenefit of any such family members or to one or more partnerships in which any such family members are the only partners). 

(b) Attachment and Levy. No Plan Award shall be subject, in whole or in part, to attachment, execution or levy of any kind, andany purported transfer in violation hereof shall be null and void. Without limiting the generality of the foregoing, no domestic relations order purporting to authorize a transfer of a Plan Award, or to grant to any person other than the Participantthe authority to exercise or otherwise act with respect to a Plan Award, shall be recognized as valid. 

 
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**Section 9. ADJUSTMENTS TO AWARDS**

In the event that the Administrator shall determine that any dividend or other distribution (whether in the form of cash, Stock, othersecurities, or other property), recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase, or exchange of Stock or other securities of the Company, issuance of warrants orother rights to purchase Stock or other securities of the Company, or other similar corporate transaction or event affects the Stock such that an adjustment is determined by the Administrator to be appropriate in order to prevent dilution orenlargement of the benefits or potential benefits intended to be made available under the Plan, then the Administrator may, in such manner as it may deem equitable, adjust any or all of (i) the number and type of Stock subject to the Plan andwhich thereafter may be made the subject of Awards under the Plan, (ii) the number and type of Stock subject to outstanding Awards, and (iii) the grant, purchase, or exercise price with respect to any Award, or, if deemed appropriate, makeprovision for a cash payment to the holder of an outstanding Award; *provided, however,* in each case, that with respect to Awards of Incentive Stock Options no such adjustment shall be authorized to the extent that such authority would causethe Plan to violate Section 422(b) of the Code (or any successor provision thereto); and *provided further* that the number of shares of Stock subject to any Award payable or denominated in Stock shall always be a whole number.Notwithstanding the foregoing, Nonqualified Stock Options subject to grant or previously granted to Non-Employee Directors under Section 4(f) of the Plan at the time of any event described in the preceding sentence shall be subject to only suchadjustments as shall be necessary to maintain the relative proportionate interest represented thereby immediately prior to any such event and to preserve, without exceeding, the value of such Options. 

**Section 10. UNFUNDED STATUS OF THE PLAN**

Unless otherwise determined by the Administrator, the Plan shall be unfunded and shall not create (or be construed to create) a trust or a separate fund or funds. The Plan shall not establish anyfiduciary relationship between the Company and any Participant, any Non-Employee Director, or other Person. To the extent any Person holds any right by virtue of a grant under the Plan, such right (unless otherwise determined by the Administrator)shall be no greater than the right of an unsecured general creditor of the Company. 

**Section 11. RIGHTS AS A STOCKHOLDER**

A Participant shall not have any rights as a stockholder with respect to any share covered by any Plan Award until such Participant shallhave become the holder of record of such share. 

 
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**Section 12. TERM, AMENDMENT, MODIFICATION AND TERMINATION OF THE PLAN AND AGREEMENTS**

(a) Term. Unless the Plan is terminated earlier pursuant to subsection (b) of this Section 12, no Incentive Stock Optionsmay be granted under the Plan after ten (10) years from the earlier of the date the Plan is adopted by the Board or the date the Plan is duly approved by the shareholders of the Company. 

(b) Amendment, Modification and Termination of Plan. The Board may, at any time, amend or modify the Plan or any outstanding PlanAward, including without limitation, to authorize the Administrator to make Plan Awards payable in other securities or other forms of property of a kind to be determined by the Administrator, and such other amendments as may be necessary ordesirable to implement such Plan Awards, and may terminate the Plan or any provision thereof; *provided, however*, that no amendment shall be made without the approval of the stockholders of the Company if such approval would be required by theCode. Subject to the provisions of subsection (c) of this Section 12, the Administrator may, at any time and from time to time, amend or modify any outstanding Plan Award to the extent not inconsistent with the terms of the Plan.

(c) Limitation. Subject to the provisions of subsection (e) of this Section 12, no amendment to ortermination of the Plan or any provision hereof, and no amendment or cancellation of any outstanding Plan Award, by the Board, the Administrator or the stockholders of the Company, shall, without the written consent of the affected Participant,adversely affect any outstanding Plan Award. 

(d) Survival. The Administrator’s authority to act with respect toany outstanding Plan Award and the Board’s authority to amend the Plan shall survive termination of the Plan. 

(e)Amendment for Changes in Law. Notwithstanding the foregoing provisions, the Board and Administrator shall have the authority to amend outstanding Plan Awards and the Plan to take into account changes in law and tax and accounting rules aswell as other developments, and to grant Plan Awards that qualify for beneficial treatment under such rules, without stockholder approval (unless otherwise required by law or the applicable rules of any securities exchange on which the Stock is thentraded) and without Participant consent. 

**Section 13. INDEMNIFICATION AND EXCULPATION**

(a) Indemnification. Each person who is or shall have been a member of the Board and the Administrator shall be indemnified andheld harmless by the Company against and from any and all loss, cost, liability or expense that may be imposed upon or reasonably incurred by such person in connection with or resulting from any claim, action, suit or proceeding to which such personmay be or become a party or in which such person may be or become involved by reason of any action taken or failure to act under the Plan and against and 

 
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from any and all amounts paid by such person in settlement thereof (with the Company’s written approval) or paid by such person in satisfaction of a judgment in any such action, suit orproceeding, except a judgment in favor of the Company based upon a finding of such person’s lack of good faith; *subject, however*, to the condition that, upon the institution of any claim, action, suit or proceeding against such person,such person shall in writing give the Company an opportunity, at its own expense, to handle and defend the same before such person undertakes to handle and defend it on such person’s behalf. The foregoing right of indemnification shall not beexclusive of any other right to which such person may be entitled as a matter of law or otherwise, or any power that the Company may have to indemnify or hold such person harmless. 

(b) Exculpation. Each member of the Board and the Administrator, and each officer and employee of the Company, shall be fullyjustified in relying or acting in good faith upon any information furnished in connection with the administration of the Plan by any appropriate person or persons other than such person. In no event shall any person who is or shall have been amember of the Board, or the Administrator, or an officer or employee of the Company, be held liable for any determination made or other action taken or any omission to act in reliance upon any such information, or for any action (including thefurnishing of information) taken or any failure to act, if in good faith. 

**Section 14. EXPENSES OF PLAN**

The entire expense of offering and administering the Plan shall be borne by the Company and its participating Subsidiaries; *provided,*that the costs and expenses associated with the redemption or exercise of any Plan Award, including but not limited to commissions charged by any agent of the Company, may be charged to the Participants. 

**Section 15. FINALITY OF DETERMINATIONS**

Each determination, interpretation, or other action made or taken pursuant to the provisions of the Plan by the Board or the Administrator shall be final and shall be binding and conclusive for allpurposes and upon all persons, including, but without limitation thereto, the Company, its Subsidiaries, the stockholders, the Administrator, the directors, officers, and employees of the Company and its Subsidiaries, the Participants, and theirrespective successors in interest. 

**Section 16. NO RIGHTS TO CONTINUED EMPLOYMENT OR TO PLAN AWARD**

(a) No Right to Employment. Nothing contained in this Plan, or in any booklet or document describing or referring to the Plan,shall be deemed to confer on any Participant the right to continue as an employee of the Company or any Subsidiary, whether for the duration of any performance period, restriction period, or vesting period under a Plan Award, or otherwise, or affectthe right of the Company or Subsidiary to terminate the employment of any Participant for any reason. 

 
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(b) No Right to Award. No Employee or other person shall have any claim or right tobe granted a Plan Award under the Plan. Receipt of an Award under the Plan shall not give a Participant or any other person any right to receive any other Plan Award under the Plan. A Participant shall have no rights in any Plan Award, except as setforth herein and in the applicable award agreement. 

**Section 17. GOVERNING LAW AND CONSTRUCTION**

The Plan and all actions taken hereunder shall be governed by, and the Plan shall be construed in accordance with, the laws of the Stateof Delaware without regard to principles of conflict of laws. Titles and headings to Sections are for purposes of reference only, and shall in no way limit, define or otherwise affect the meaning or interpretation of the Plan. 

 
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