EXHIBIT
10.3





SUNESIS
PHARMACEUTICALS, INC.


2005
EQUITY INCENTIVE AWARD PLAN


(Amended
and Restated June 27, 2007)


(Amended
and Restated April 3, 2009)





ARTICLE
1


PURPOSE




1.1  General. The purpose
of the Sunesis Pharmaceuticals, Inc. 2005 Equity Incentive Award Plan (the
“Plan ”) is to promote the success and enhance the value of Sunesis
Pharmaceuticals, Inc. (the “Company
”) by linking the personal interests of the members of the Board, employees,
consultants, officers, and executives of the Company and any Subsidiary, to
those of Company stockholders and by providing such individuals with an
incentive for outstanding performance to generate superior returns to Company
stockholders. The Plan is further intended to provide flexibility to the Company
in its ability to motivate, attract, and retain the services of members of the
Board, employees, consultants, officers, and executives of the Company upon
whose judgment, interest, and special effort the successful conduct of the
Company’s operation is largely dependent.




ARTICLE
2


DEFINITIONS
AND CONSTRUCTION




2.1  Definitions. The
following words and phrases shall have the following meanings:




(a)  “Award”
means an Option, a Restricted Stock award, a Stock Appreciation Right award, a
Performance Share award, a Dividend Equivalents award, a Stock Payment award, a
Restricted Stock Unit award, or a Performance-Based Award granted to a
Participant pursuant to the Plan.




(b)  “Award
Agreement” means any written agreement, contract, or other instrument or
document evidencing an Award.




(c)  “Board”
means the Board of Directors of the Company.




(d)  “Cause”
includes one or more of the following: (i) the commission of an act of fraud,
embezzlement or dishonesty by a Participant that has a material adverse impact
on the Company or any successor or parent or Subsidiary thereof; (ii) a
conviction of, or plea of “guilty” or “no contest” to, a felony by a
Participant; (iii) any unauthorized use or disclosure by a Participant of
confidential information or trade secrets of the Company or any successor or
parent or Subsidiary thereof that has a material adverse impact on any such
entity or (iv) any other intentional misconduct by a Participant that has a
material adverse impact on the Company or any successor or parent or Subsidiary
thereof. However, if the term or concept of “Cause” has been defined in an
agreement between a Participant and the Company or any successor or parent or
Subsidiary thereof, then “Cause” shall have the definition set forth in such
agreement. The foregoing definition shall not in any way preclude or restrict
the right of the Company or any successor
or parent or Subsidiary thereof to discharge or dismiss any Participant in the
service of such entity for any other acts or omissions, but such other acts or
omissions shall not be deemed, for purposes of this Plan, to constitute grounds
for termination for Cause.






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(e)  “Change of
Control” means and includes each of the following:




(1)
 the acquisition, directly or indirectly, by any “person” or “group” (as
those terms are defined in Sections 3(a)(9), 13(d) and 14(d) of the Exchange Act
and the rules thereunder) of “beneficial ownership” (as determined pursuant to
Rule 13d-3 under the Exchange Act) of securities entitled to vote generally
in the election of directors (“voting securities”) of the Company that represent
50% or more of the combined voting power of the Company’s then outstanding
voting securities, other than:




(A)
 an acquisition by a trustee or other fiduciary holding securities under
any employee benefit plan (or related trust) sponsored or maintained by the
Company or any person controlled by the Company or by any employee benefit plan
(or related trust) sponsored or maintained by the Company or any person
controlled by the Company, or




(B)
 an acquisition of voting securities by the Company or a corporation owned,
directly or indirectly by the stockholders of the Company in substantially the
same proportions as their ownership of the stock of the Company;




Notwithstanding
the foregoing, the following event shall not constitute an “acquisition” by any
person or group for purposes of this subsection (e): an acquisition of the
Company’s securities by the Company that causes the Company’s voting securities
beneficially owned by a person or group to represent 50% or more of the combined
voting power of the Company’s then outstanding voting securities;provided,
however,  that if a person or group shall become the beneficial
owner of 50% or more of the combined voting power of the Company’s then
outstanding voting securities by reason of share acquisitions by the Company as
described above and shall, after such share acquisitions by the Company, become
the beneficial owner of any additional voting securities of the Company, then
such acquisition shall constitute a Change of Control; or




(2)
 during any period of two consecutive years, individuals who, at the
beginning of such period, constitute the Board together with any new director(s)
(other than a director designated by a person who shall have entered into an
agreement with the Company to effect a transaction described in clauses
(1) or (3) of this subsection (e)) whose election by the Board or
nomination for election by the Company’s stockholders was approved by a vote of
at least two-thirds of the directors then still in office who either were
directors at the beginning of the two year period or whose election or
nomination for election was previously so approved, cease for any reason to
constitute a majority thereof; or




(3)
 the consummation by the Company (whether directly involving the Company or
indirectly involving the Company through one or more intermediaries) of
(x) a merger, consolidation, reorganization, or business combination or
(y) a sale or other disposition of all or substantially all of the
Company’s assets or (z) the acquisition of assets or stock of another
entity, in each case other
than a transaction:






2




(A)
 which results in the Company’s voting securities outstanding immediately
before the transaction continuing to represent (either by remaining outstanding
or by being converted into voting securities of the Company or the person that,
as a result of the transaction, controls, directly or indirectly, the Company or
owns, directly or indirectly, all or substantially all of the Company’s assets
or otherwise succeeds to the business of the Company (the Company or such
person, the “Successor
Entity ”)) directly or indirectly, at least a majority of the combined
voting power of the Successor Entity’s outstanding voting securities immediately
after the transaction, and




(B)
 after which no person or group beneficially owns voting securities
representing 50% or more of the combined voting power of the Successor
Entity;provided,
however,  that no person or group shall be treated for purposes
of this clause (B) as beneficially owning 50% or more of combined voting
power of the Successor Entity solely as a result of the voting power held in the
Company prior to the consummation of the transaction; or




(4)
 the Company’s stockholders approve a liquidation or dissolution of the
Company.




The
Committee shall have full and final authority, which shall be exercised in its
discretion, to determine conclusively whether a Change of Control of the Company
has occurred pursuant to the above definition, and the date of the occurrence of
such Change of Control and any incidental matters relating
thereto.  Notwithstanding the foregoing, a transaction shall not
constitute a Change of Control if it is a transaction effected primarily
for the purpose of financing the Company with cash, whether such transaction is
effectuated by a merger, equity financing or otherwise (unless otherwise
determined by the Committee in its discretion).




(f)  “Code”
means the Internal Revenue Code of 1986, as amended.




(g)  “Committee”
means the committee of the Board described in Article 12.




(h)  “Covered
Employee” means an Employee who is, or could be, a “covered employee”
within the meaning of Section 162(m) of the Code.




(i)  “Disability”means, for purposes of
this Plan, that the Participant qualifies to receive long-term disability
payments under the Company’s long-term disability insurance program, as it may
be amended from time to time.




(j)  “Dividend
Equivalents” means a right granted to a Participant pursuant to Article 8
to receive the equivalent value (in cash or Stock) of dividends paid on
Stock.




(k)  “Employee”
means any officer or other employee (as defined in accordance with Section
3401(c) of the Code) of the Company or any Subsidiary.




(l)  “Exchange
Act” means the Securities Exchange Act of 1934, as amended.






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(m)  “Fair Market
Value” shall mean, as of any date, the value of Stock determined as
follows:




(1)  If
the Stock is listed on any established stock exchange or a national market
system, its Fair Market Value shall be the closing sales price for such stock
(or the closing bid, if no sales were reported) as quoted on such exchange or
system for such date, or if no bids or sales were reported for such date, then
the closing sales price (or the closing bid, if no sales were reported) on the
trading date immediately prior to such date during which a bid or sale occurred,
in ease case, as reported inThe Wall Street
Journal  or such other source as the Committee deems
reliable;




(2)  If
the Stock is regularly quoted by a recognized securities dealer but selling
prices are not reported, its Fair Market Value shall be the mean of the closing
bid and asked prices for the Stock on the date prior to the date of
determination as reported inThe Wall Street
Journal  or such other source as the Committee deems reliable;
or




(3)  In
the absence of an established market for the Stock, the Fair Market Value
thereof shall be determined in good faith by the Committee.




(n)  “Good
Reason” means a Participant’s voluntary resignation following any one or
more of the following that is effected without the Participant’s written
consent: (i) a change in his or her position following the Change of Control
that materially reduces his or her duties or responsibilities, (ii) a reduction
in his or her base salary following a Change of Control, unless the base
salaries of all similarly situated individuals are similarly reduced, or (iii) a
relocation of such Participant’s place of employment following a Change of
Control by more than fifty (50) miles from such Participant’s place of
employment prior to a Change of Control. However, if the term or concept of
“Good Reason” has been defined in an agreement between a Participant and the
Company or any successor or parent or Subsidiary thereof, then “Good Reason”
shall have the definition set forth in such agreement.




(o)  “Incentive Stock
Option” means an Option that is intended to meet the requirements of
Section 422 of the Code or any successor provision thereto.




(p)  “Non-Employee
Director” means a member of the Board who qualifies as a “Non-Employee
Director” as defined in Rule 16b-3(b)(3) of the Exchange Act, or any successor
definition adopted by the Board.




(q)  “Non-Qualified
Stock Option” means an Option that is not intended to be an Incentive
Stock Option.




(r)  “Option”
means a right granted to a Participant pursuant to Article 5 of the Plan to
purchase a specified number of shares of Stock at a specified price during
specified time periods. An Option may be either an Incentive Stock Option or a
Non-Qualified Stock Option.




(s)  “Participant”
means a person who, as a member of the Board, consultant to the Company or any
Subsidiary or Employee, has been granted an Award pursuant to the
Plan.




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(t)  “Performance-Based
Award” means an Award granted to selected Covered Employees pursuant to
Articles 6 and 8, but which is subject to the terms and conditions set forth in
Article 9. All Performance-Based Awards are intended to qualify as Qualified
Performance-Based Compensation.




(u)  “Performance
Criteria” means the criteria that the Committee selects for purposes of
establishing the Performance Goal or Performance Goals for a Participant for a
Performance Period. The Performance Criteria that will be used to establish
Performance Goals are limited to the following: net earnings (either before or
after interest, taxes, depreciation and amortization), net losses, sales or
revenue, operating earnings, operating cash flow, return on net assets, return
on stockholders’ equity, return on assets, return on capital, stockholder
returns, gross or net profit margin, earnings per share, price per share of
Stock, and market share, any of which may be measured either in absolute terms
or as compared to any incremental increase or as compared to results of a peer
group. The Committee shall, within the time prescribed by Section 162(m) of the
Code, define in an objective fashion the manner of calculating the Performance
Criteria it selects to use for such Performance Period for such
Participant.




(v)  “Performance
Goals” means, for a Performance Period, the goals established in writing
by the Committee for the Performance Period based upon the Performance Criteria.
Depending on the Performance Criteria used to establish such Performance Goals,
the Performance Goals may be expressed in terms of overall Company performance
or the performance of a division, business unit, or an individual. The
Committee, in its discretion, may, within the time prescribed by Section 162(m)
of the Code, adjust or modify the calculation of Performance Goals for such
Performance Period in order to prevent the dilution or enlargement of the rights
of Participants (i) in the event of, or in anticipation of, any unusual or
extraordinary corporate item, transaction, event, or development, or (ii) in
recognition of, or in anticipation of, any other unusual or nonrecurring events
affecting the Company, or the financial statements of the Company, or in
response to, or in anticipation of, changes in applicable laws, regulations,
accounting principles, or business conditions.




(w)  “Performance
Period” means the one or more periods of time, which may be of varying
and overlapping durations, as the Committee may select, over which the
attainment of one or more Performance Goals will be measured for the purpose of
determining a Participant’s right to, and the payment of, a Performance-Based
Award.




(x)  “Performance
Share” means a right granted to a Participant pursuant to Article 8, to
receive cash, Stock, or other Awards, the payment of which is contingent upon
achieving certain performance goals established by the Committee.




(y)  “Plan”
means this Sunesis Pharmaceuticals, Inc. 2005 Equity Incentive Award Plan, as it
may be amended from time to time.




(z)  “Public Trading
Date” means the first date upon which Stock is listed (or approved for
listing) upon notice of issuance on any securities exchange or designated (or
approved for designation) upon notice of issuance as a national market security
on an interdealer quotation system.


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(aa)  “Qualified
Performance-Based Compensation” means any compensation that is intended
to qualify as “qualified performance-based compensation” as described in
Section 162(m)(4)(C) of the Code.




(bb)  “Restricted
Stock” means Stock awarded to a Participant pursuant to Article 6 that is
subject to certain restrictions and to risk of forfeiture.




(cc)  “Restricted Stock
Unit” means a right to receive a specified number of shares of Stock
during specified time periods pursuant to Article 8.




(dd)  “Stock”
means the common stock of the Company and such other securities of the Company
that may be substituted for Stock pursuant to Article 11.




(ee)  “Stock
Appreciation Right” or “SAR” means
a right granted pursuant to Article 7 to receive a payment equal to the excess
of the Fair Market Value of a specified number of shares of Stock on the date
the SAR is exercised over the Fair Market Value on the date the SAR was granted
as set forth in the applicable Award Agreement.




(ff)  “Stock
Payment” means (a) a payment in the form of shares of Stock, or (b) an
option or other right to purchase shares of Stock, as part of any bonus,
deferred compensation or other arrangement, made in lieu of all or any portion
of the compensation, granted pursuant to Article 8.




(gg)  “Subsidiary”
means any corporation or other entity of which a majority of the outstanding
voting stock or voting power is beneficially owned directly or indirectly by the
Company.




ARTICLE
3


SHARES
SUBJECT TO THE PLAN




3.1  Number of
Shares.




(a) Subject
to Article 11, the aggregate number of shares of Stock which may be issued or
transferred pursuant to Awards under the Plan shall be one million seven hundred
seventy-nine thousand three hundred ninety-six (1,779,396) shares, plus the
number of shares of Common Stock subject to each option granted under the
Sunesis Pharmaceuticals, Inc. 1998 Stock Plan and the Sunesis Pharmaceuticals,
Inc. 2001 Stock Plan (the “Existing
Plans ”) before the Public Trading Date that expire or are canceled
without having been exercised in full or shares of Stock that are repurchased by
the Company pursuant to the terms of such options. In addition to the
foregoing, subject to Article 11, commencing on the first day of the Company’s
2006 fiscal year and on the first day of each fiscal year thereafter during the
term of the Plan, the number of shares of Stock which may be issued or
transferred pursuant to Awards under the Plan shall be increased by that number
of shares of Stock equal to the least of (i) four percent (4%) of the
Company’s outstanding shares of Stock on such date, (ii) one million
eighty-two thousand three hundred fifty-two (1,082,352) shares of Stock or
(iii) a lesser amount determined by the Board.
Notwithstanding anything to the contrary herein, the maximum aggregate number of
shares of Stock that may be issued or transferred pursuant to Awards under the
Plan during the term of the Plan is eleven million two hundred ninety-four
thousand one hundred twelve (11,294,112) shares, subject to Article 11. The
payment of Dividend Equivalents in conjunction with any outstanding Awards shall
not be counted against the shares available for issuance under the
Plan.






6




(b) To
the extent that an Award terminates, expires, or lapses for any reason, any
shares of Stock subject to the Award shall again be available for the grant of
an Award pursuant to the Plan. Additionally, any shares of Stock tendered or
withheld to satisfy the grant or exercise price or tax withholding obligation
pursuant to any Award shall again be available for the grant of an Award
pursuant to the Plan. To the extent permitted by applicable law or any exchange
rule, shares of Stock issued in assumption of, or in substitution for, any
outstanding awards of any entity acquired in any form of combination by the
Company or any Subsidiary shall not be counted against shares of Stock available
for grant pursuant to this Plan.




(c) Notwithstanding
the provisions of this Section 3.1 no shares of Stock may again be optioned,
granted or awarded if such action would cause an Incentive Stock Option to fail
to qualify as an Incentive Stock Option under Code Section 422.




3.2  Stock Distributed.
Any Stock distributed pursuant to an Award may consist, in whole or in part, of
authorized and unissued Stock, treasury Stock or Stock purchased on the open
market.




3.3  Limitation on Number of
Shares Subject to Awards. Notwithstanding any provision in the Plan to
the contrary, and subject to Article 11, the maximum number of shares of Stock
with respect to one or more Awards that may be granted to any one Participant
during a calendar year shall be two hundred thirty-five thousand two hundred
ninety-four (235,294).




ARTICLE
4


ELIGIBILITY
AND PARTICIPATION




4.1  Eligibility.




(a)  General.
Persons eligible to participate in this Plan include Employees, consultants to
the Company or any Subsidiary and all members of the Board, as determined by the
Committee.




(b)  Foreign
Participants. In order to assure the viability of Awards granted to Participants
employed in foreign countries, the Committee may provide for such special terms
as it may consider necessary or appropriate to accommodate differences in local
law, tax policy, or custom. Moreover, the Committee may approve such supplements
to, or amendments, restatements, or alternative versions of, the Plan as it may
consider necessary or appropriate for such purposes without thereby affecting
the terms of the Plan as in effect for any other purpose;provided, however
, that no such supplements, amendments, restatements, or alternative versions
shall increase the share limitations contained in Sections 3.1 and 3.3 of the
Plan.


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4.2  Actual Participation.
Subject to the provisions of the Plan, the Committee may, from time to time,
select from among all eligible individuals, those to whom Awards shall be
granted and shall determine the nature and amount of each Award. No individual
shall have any right to be granted an Award pursuant to this Plan.




ARTICLE
5


STOCK
OPTIONS




5.1  General. The
Committee is authorized to grant Options to Participants on the following terms
and conditions:




(a)  Exercise
Price. The exercise price per share of Stock subject to an Option shall be
determined by the Committee and set forth in the Award Agreement;provided  that
the exercise price for any Option shall not be less than par value of a share of
Stock on the date of grant.




(b)  Time
And Conditions Of Exercise. The Committee shall determine the time or times at
which an Option may be exercised in whole or in part,provided  that
the term of any Option granted under the Plan shall not exceed ten years,
andprovided
further,  that in the case of a Non-Qualified Stock Option,
such Option shall be exercisable for one year after the date of the
Participant’s death, provided that this one (1) year period does not exceed the
Option’s ten (10) year term, as described above. The Committee shall also
determine the performance or other conditions, if any, that must be satisfied
before all or part of an Option may be exercised.




(c)  Payment.
The Committee shall determine the methods by which the exercise price of an
Option may be paid, the form of payment, including, without limitation, cash,
promissory note bearing interest at no less than such rate as shall then
preclude the imputation of interest under the Code, shares of Stock held for
longer than six months having a Fair Market Value on the date of delivery equal
to the aggregate exercise price of the Option or exercised portion thereof, or
other property acceptable to the Committee (including through the delivery of a
notice that the Participant has placed a market sell order with a broker with
respect to shares of Stock then issuable upon exercise of the Option, and that
the broker has been directed to pay a sufficient portion of the net proceeds of
the sale to the Company in satisfaction of the Option exercise price,provided  that
payment of such proceeds is then made to the Company upon settlement of such
sale), and the methods by which shares of Stock shall be delivered or deemed to
be delivered to Participants. Notwithstanding any other provision of the Plan to
the contrary, no Participant who is a member of the Board or an “executive
officer” of the Company within the meaning of Section 13(k) of the Exchange Act
shall be permitted to pay the exercise price of an Option in any method which
would violate Section 13(k).




(d)  Evidence
Of Grant. All Options shall be evidenced by a written Award Agreement between
the Company and the Participant. The Award Agreement shall include such
additional provisions as may be specified by the Committee.






8




5.2  Incentive Stock
Options. Incentive Stock Options shall be granted only to Employees
who are employed by the Company or any subsidiary corporation within the meaning
of Code Section 424(f) and the terms of any Incentive Stock Options granted
pursuant to the Plan must comply with the following additional provisions of
this Section 5.2:




(a)  Exercise
Price. The exercise price per share of Stock shall be set by the Committee,provided that the exercise
price for any Incentive Stock Option shall not be less than 100% of the Fair
Market Value on the date of grant.




(b)  Expiration
Of Option. An Incentive Stock Option may not be exercised to any extent by
anyone after the first to occur of the following events:




(1)  Ten
years from the date it is granted, unless an earlier time is set in the Award
Agreement.




(2)  One
year after the date of the Participant’s termination of employment or service on
account of Disability or death, unless in the case of death a shorter or longer
period is designated in the Award Agreement. Upon the Participant’s Disability
or death, any Incentive Stock Options exercisable at the Participant’s
Disability or death may be exercised by the Participant’s legal representative
or representatives, by the person or persons entitled to do so pursuant to the
Participant’s last will and testament, or, if the Participant fails to make
testamentary disposition of such Incentive Stock Option or dies intestate, by
the person or persons entitled to receive the Incentive Stock Option pursuant to
the applicable laws of descent and distribution.




(c)  Individual
Dollar Limitation. The aggregate Fair Market Value (determined as of the time
the Option is granted) of all shares of Stock with respect to which Incentive
Stock Options are first exercisable by a Participant in any calendar year may
not exceed $100,000.00 or such other limitation as imposed by Section 422(d) of
the Code, or any successor provision. To the extent that Incentive Stock Options
are first exercisable by a Participant in excess of such limitation, the excess
shall be considered Non-Qualified Stock Options.




(d)  Ten
Percent Owners. An Incentive Stock Option shall be granted to any individual
who, at the date of grant, owns stock possessing more than ten percent of the
total combined voting power of all classes of stock of the Company (or any
parent and subsidiary corporations, within the meaning of Code Section 424(e)
and (f)) only if such Option is granted at a price that is not less than 110% of
Fair Market Value on the date of grant and the Option is exercisable for no more
than five years from the date of grant.




(e)  Transfer
Restriction. The Participant shall give the Company prompt notice of any
disposition of shares of Stock acquired by exercise of an Incentive Stock Option
within (1) two years from the date of grant of such Incentive Stock Option or
(2) one year after the transfer of such shares of Stock to the
Participant.




(f)  Expiration
Of Incentive Stock Options. No Award of an Incentive Stock Option may be made
pursuant to this Plan after the Expiration Date (as defined in Section
13.2).




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(g)  Right
To Exercise. During a Participant’s lifetime, an Incentive Stock Option may be
exercised only by the Participant.




5.3  Granting Of Options To
Independent Directors.




(a)  During
the term of the Plan, a person who first becomes a Non-Employee Director after
the Public Trading Date automatically shall be granted an Option to purchase
30,000 shares of Stock (an “Initial Option”). Following the Public Trading Date
and commencing on the Company’s 2006 annual meeting of the stockholders,
Non-Employee Directors automatically shall be granted an Option to purchase
10,000 shares of Stock effective as of each annual meeting of the stockholders
(an “Annual Option”);provided , he or
she continues to serve as member of the Board as of such date. For the avoidance
of doubt, an Non-Employee Director elected for the first time to the Board at an
annual meeting of stockholders shall only receive an Initial Option in
connection with such election, and shall not receive an Annual Option on the
date following such meeting as well. Members of the Board who are employees of
the Company who subsequently retire from the Company and remain on the Board
will not receive an Initial Option grant but to the extent they are otherwise
eligible, will receive, at each annual meeting of stockholders after his or her
retirement from employment with the Company, an Annual Option
grant.




(b)  Options
granted to Non-Employee Directors shall be Non-Qualifed Stock Options. The per
Share price of each Option granted to an Non-Employee Director shall equal 100%
of the Fair Market Value of a share of Common Stock on the date the Option is
granted. Initial Options shall become vested and exercisable in two (2) equal
annual installments over the two (2) year period commencing with the date of
grant. Annual Options shall become vested and exercisable in twelve (12) equal
monthly installments over the twelve (12) month period following their date of
grant. The term of each Option granted to an Non-Employee Director shall be ten
(10) years from the date the Option is granted. Upon a Director’s termination of
membership on the Board for any reason, his or her Option granted under Section
5.3(a) shall remain exercisable for twelve (12) months following his or her
termination of membership on the Board (or such longer period as the Board may
determine in its discretion on or after the date of grant of such Option).
Unless otherwise determined by the Board on or after the date of grant of such
Option, no portion of an Option granted under Section 5.3(a) which is
unexercisable at the time of an Non-Employee Director’s termination of
membership on the Board shall thereafter become exercisable.




ARTICLE
6


RESTRICTED
STOCK AWARDS




6.1  Grant of Restricted
Stock. The Committee is authorized to make Awards of Restricted Stock to
any Participant selected by the Committee in such amounts and subject to such
terms and conditions as determined by the Committee. All Awards of Restricted
Stock shall be evidenced by a written Restricted Stock Award
Agreement.




6.2  Issuance and
Restrictions. Restricted Stock shall be subject to such restrictions on
transferability and other restrictions as the Committee may impose (including,
without limitation, limitations
on the right to vote Restricted Stock or the right to receive dividends on the
Restricted Stock). These restrictions may lapse separately or in combination at
such times, pursuant to such circumstances, in such installments, or otherwise,
as the Committee determines at the time of the grant of the Award or
thereafter.




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6.3  Forfeiture. Except as
otherwise determined by the Committee at the time of the grant of the Award or
thereafter, upon termination of employment or service during the applicable
restriction period, Restricted Stock that is at that time subject to
restrictions shall be forfeited;provided, however
, that the Committee may provide in any Restricted Stock Award Agreement that
restrictions or forfeiture conditions relating to Restricted Stock will be
waived in whole or in part in the event of terminations resulting from specified
causes, and the Committee may in other cases waive in whole or in part
restrictions or forfeiture conditions relating to Restricted Stock.




6.4  Certificates For Restricted
Stock. Restricted Stock granted pursuant to the Plan may be evidenced in
such manner as the Committee shall determine. If certificates representing
shares of Restricted Stock are registered in the name of the Participant,
certificates must bear an appropriate legend referring to the terms, conditions,
and restrictions applicable to such Restricted Stock, and the Company may, at
its discretion, retain physical possession of the certificate until such time as
all applicable restrictions lapse.




ARTICLE
7


STOCK
APPRECIATION RIGHTS




7.1 Grant of Stock
AppreciationRights.A Stock Appreciation
Right may be granted to any Participant selected by the Committee. A Stock
Appreciation Right may be granted (a) in connection and simultaneously with
the grant of an Option, (b) with respect to a previously granted Option, or
(c) independent of an Option. A Stock Appreciation Right shall be subject
to such terms and conditions not inconsistent with the Plan as the Committee
shall impose and shall be evidenced by an Award Agreement.




7.2 Coupled Stock Appreciation
Rights.




(a) A
Coupled Stock Appreciation Right (“CSAR”)
shall be related to a particular Option and shall be exercisable only when and
to the extent the related Option is exercisable.




(b) A
CSAR may be granted to a Participant for no more than the number of shares
subject to the simultaneously or previously granted Option to which it is
coupled.




(c) A
CSAR shall entitle the Participant (or other person entitled to exercise the
Option pursuant to the Plan) to surrender to the Company unexercised a portion
of the Option to which the CSAR relates (to the extent then exercisable pursuant
to its terms) and to receive from the Company in exchange therefor an amount
determined by multiplying the difference obtained by subtracting the Option
exercise price from the Fair Market Value of a share of Stock on the date of
exercise of the CSAR by the number of shares of Stock with respect to which the
CSAR shall
have been exercised, subject to any limitations the Committee may
impose.




11




7.3 Independent Stock
Appreciation Rights.




(a) An
Independent Stock Appreciation Right (“ISAR”)
shall be unrelated to any Option and shall have a term set by the Committee. An
ISAR shall be exercisable in such installments as the Committee may determine.
An ISAR shall cover such number of shares of Stock as the Committee may
determine. The exercise price per share of Stock subject to each ISAR shall be
set by the Committee;provided, however
, that, the Committee in its sole and absolute discretion may provide that the
ISAR may be exercised subsequent to a termination of employment or service, as
applicable, or following a Change of Control of the Company, or because of the
Participant’s retirement, death or disability, or otherwise.




(b) An
ISAR shall entitle the Participant (or other person entitled to exercise the
ISAR pursuant to the Plan) to exercise all or a specified portion of the ISAR
(to the extent then exercisable pursuant to its terms) and to receive from the
Company an amount determined by multiplying the difference obtained by
subtracting the exercise price per share of the ISAR from the Fair Market Value
of a share of Stock on the date of exercise of the ISAR by the number of shares
of Stock with respect to which the ISAR shall have been exercised, subject to
any limitations the Committee may impose.




7.4 Payment and Limitations on
Exercise.




(a) Payment
of the amounts determined under Section 7.2(c) and 7.3(b) above shall be in
cash, in Stock (based on its Fair Market Value as of the date the Stock
Appreciation Right is exercised) or a combination of both, as determined by the
Committee.




(b) To
the extent any payment under Section 7.2(c) or 7.3(b) is effected in Stock it
shall be made subject to satisfaction of all provisions of Article 5 above
pertaining to Options.





ARTICLE
8


OTHER
TYPES OF AWARDS




8.1 Performance Share
Awards.Any
Participant selected by the Committee may be granted one or more Performance
Share awards which may be denominated in a number of shares of Stock or in a
dollar value of shares of Stock and which may be linked to any one or more of
the Performance Criteria or other specific performance criteria determined
appropriate by the Committee, in each case on a specified date or dates or over
any period or periods determined by the Committee. In making such
determinations, the Committee shall consider (among such other factors as it
deems relevant in light of the specific type of award) the contributions,
responsibilities and other compensation of the particular
Participant.




8.2 Dividend
Equivalents.




(a) Any
Participant selected by the Committee may be granted Dividend Equivalents based
on the dividends declared on the shares of Stock 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 of Stock by such formula and at such time and subject
to such limitations as may be determined by the Committee.




12




(b) Dividend
Equivalents granted with respect to Options or SARs that are intended to be
Qualified Performance-Based Compensation shall be payable, with respect to
pre-exercise periods, regardless of whether such Option or SAR is subsequently
exercised.




8.3 Stock
Payments.




Any
Participant selected by the Committee may receive Stock Payments in the manner
determined from time to time by the Committee. The number of shares shall be
determined by the Committee and may be based upon the Performance Criteria or
other specific performance criteria determined appropriate by the Committee,
determined on the date such Stock Payment is made or on any date
thereafter.




8.4 Restricted Stock
Units.




Any
Participant selected by the Committee may be granted an award of Restricted
Stock Units in the manner determined from time to time by the Committee. The
number of Restricted Stock Units shall be determined by the Committee and may be
linked to the Performance Criteria or other specific performance criteria
determined to be appropriate by the Committee, in each case on a specified date
or dates or over any period or periods determined by the Committee. Stock
underlying a Restricted Stock Unit award will not be issued until the Restricted
Stock Unit award has vested, pursuant to a vesting schedule or performance
criteria set by the Committee. Unless otherwise provided by the Committee, a
Participant awarded Restricted Stock Units shall have no rights as a Company
stockholder with respect to such Restricted Stock Units until such time as the
Restricted Stock Units have vested and the Stock underlying the Restricted Stock
Units has been issued.




8.5 Term.




The term
of any Award of Performance Shares, Dividend Equivalents, Stock Payments or
Restricted Stock Units shall be set by the Committee in its
discretion.




8.6 Exercise or Purchase
Price.




The
Committee may establish the exercise or purchase price of any Award of
Performance Shares, Restricted Stock Units or Stock Payments;provided, however
, that such price shall not be less than the par value of a share of Stock,
unless otherwise permitted by applicable state law.






13




8.7 Exercise Upon Termination of
Employment or Service.An Award of Performance
Shares, Dividend Equivalents, Restricted Stock Units and Stock Payments shall
only be exercisable or payable
while the Participant is an Employee, consultant to the Company or a member of
the Board, as applicable; provided, however, that the Committee in its sole and
absolute discretion may provide that an Award of Performance Shares, Dividend
Equivalents, Stock Payments or Restricted Stock Units may be exercised or paid
subsequent to a termination of employment or service, as applicable, or
following a Change of Control of the Company, or because of the Participant’s
retirement, death or disability, or otherwise; provided, however, that any such
provision with respect to Performance Shares shall be subject to the
requirements of Section 162(m) of the Code that apply to Qualified
Performance-Based Compensation.




8.8 Form of
Payment.




Payments
with respect to any Awards granted under this Article 8 shall be made in cash,
in Stock or a combination of both, as determined by the Committee.




8.9 Award Agreement. All
Awards under this Article 8 shall be subject to such additional terms and
conditions as determined by the Committee and shall be evidenced by a written
Award Agreement.




ARTICLE
9


PERFORMANCE-BASED
AWARDS




9.1  Purpose. The purpose
of this Article 9 is to provide the Committee the ability to qualify Awards
other than Options and SARs and that are granted pursuant to Articles 6 and 8 as
Qualified Performance-Based Compensation. If the Committee, in its discretion,
decides to grant a Performance-Based Award to a Covered Employee, the provisions
of this Article 9 shall control over any contrary provision contained in
Articles 6 or 8;provided, however
, that the Committee may in its discretion grant Awards to Covered Employees
that are based on Performance Criteria or Performance Goals but that do not
satisfy the requirements of this Article 9.




9.2  Applicability. This
Article 9 shall apply only to those Covered Employees selected by the Committee
to receive Performance-Based Awards. The designation of a Covered Employee as a
Participant for a Performance Period shall not in any manner entitle the
Participant to receive an Award for the period. Moreover, designation of a
Covered Employee as a Participant for a particular Performance Period shall not
require designation of such Covered Employee as a Participant in any subsequent
Performance Period and designation of one Covered Employee as a Participant
shall not require designation of any other Covered Employees as a Participant in
such period or in any other period.




9.3  Procedures With Respect to
Performance-Based Awards. To the extent necessary to comply with the
Qualified Performance-Based Compensation requirements of Section 162(m)(4)(C) of
the Code, with respect to any Award granted under Articles 6 and 8 which may be
granted to one or more Covered Employees, no later than ninety (90) days
following the commencement of any fiscal year in question or any other
designated fiscal period or period of service (or such other time as may be
required or permitted by Section 162(m) of the Code), the Committee shall, in
writing, (i) designate one or more Covered Employees, (ii) select the Performance
Criteria applicable to the Performance Period, (iii) establish the Performance
Goals, and amounts of such Awards, as applicable, which may be earned for such
Performance Period, and (iv) specify the relationship between Performance
Criteria and the Performance Goals and the amounts of such Awards, as
applicable, to be earned by each Covered Employee for such Performance Period.
Following the completion of each Performance Period, the Committee shall certify
in writing whether the applicable Performance Goals have been achieved for such
Performance Period. In determining the amount earned by a Covered Employee, the
Committee shall have the right to reduce or eliminate (but not to increase) the
amount payable at a given level of performance to take into account additional
factors that the Committee may deem relevant to the assessment of individual or
corporate performance for the Performance Period.




14




9.4  Payment of Performance-Based
Awards. Unless otherwise provided in the applicable Award Agreement, a
Participant must be employed by the Company or a Subsidiary on the day a
Performance-Based Award for such Performance Period is paid to the Participant.
Furthermore, a Participant shall be eligible to receive payment pursuant to a
Performance-Based Award for a Performance Period only if the Performance Goals
for such period are achieved. In determining the amount earned under a
Performance-Based Award, the Committee may reduce or eliminate the amount of the
Performance-Based Award earned for the Performance Period, if in its sole and
absolute discretion, such reduction or elimination is appropriate.




9.5  Additional
Limitations. Notwithstanding any other provision of the Plan, any Award
which is granted to a Covered Employee and is intended to constitute Qualified
Performance-Based Compensation shall be subject to any additional limitations
set forth in Section 162(m) of the Code (including any amendment to Section
162(m) of the Code) or any regulations or rulings issued thereunder that are
requirements for qualification as qualified performance-based compensation as
described in Section 162(m)(4)(C) of the Code, and the Plan shall be deemed
amended to the extent necessary to conform to such
requirements.




ARTICLE
10


PROVISIONS
APPLICABLE TO AWARDS




10.1  Stand-Alone and Tandem
Awards. Awards granted pursuant to the Plan may, in the discretion of the
Committee, be granted either alone, in addition to, or in tandem with, any other
Award granted pursuant to the Plan. Awards granted in addition to or in tandem
with other Awards may be granted either at the same time as or at a different
time from the grant of such other Awards.




10.2  Award Agreement.
Awards under the Plan shall be evidenced by Award Agreements that set forth the
terms, conditions and limitations for each Award which may include the term of
an Award, the provisions applicable in the event the Participant’s employment or
service terminates, and the Company’s authority to unilaterally or bilaterally
amend, modify, suspend, cancel or rescind an Award.




10.3  Limits on Transfer.
No right or interest of a Participant in any Award may be pledged, encumbered,
or hypothecated to or in favor of any party other than the Company or a Subsidiary,
or shall be subject to any lien, obligation, or liability of such Participant to
any other party other than the Company or a Subsidiary. Except as otherwise
provided by the Committee, no Award shall be assigned, transferred, or otherwise
disposed of by a Participant other than by will or the laws of descent and
distribution. The Committee by express provision in the Award or an amendment
thereto may permit an Award (other than an Incentive Stock Option) to be
transferred to, exercised by and paid to certain persons or entities related to
the Participant, including but not limited to members of the Participant’s
family, charitable institutions, or trusts or other entities whose beneficiaries
or beneficial owners are members of the Participant’s family and/or charitable
institutions, or to such other persons or entities as may be expressly approved
by the Committee, pursuant to such conditions and procedures as the Committee
may establish. Any permitted transfer may be subject to the condition that the
Committee receive evidence satisfactory to it that the transfer is being made
for estate and/or tax planning purposes (or to a “blind trust” in connection
with the Participant’s termination of employment or service with the Company or
a Subsidiary to assume a position with a governmental, charitable, educational
or similar non-profit institution) and on a basis consistent with the Company’s
lawful issue of securities.




15




10.4  Beneficiaries.
Notwithstanding Section 10.3, a Participant may, in the manner determined by the
Committee, designate a beneficiary to exercise the rights of the Participant and
to receive any distribution with respect to any Award upon the Participant’s
death. A beneficiary, legal guardian, legal representative, or other person
claiming any rights pursuant to the Plan is subject to all terms and conditions
of the Plan and any Award Agreement applicable to the Participant, except to the
extent the Plan and Award Agreement otherwise provide, and to any additional
restrictions deemed necessary or appropriate by the Committee. If the
Participant is married and resides in a community property state, a designation
of a person other than the Participant’s spouse as his beneficiary with respect
to more than 50% of the Participant’s interest in the Award shall not be
effective without the prior written consent of the Participant’s spouse. If no
beneficiary has been designated or survives the Participant, payment shall be
made to the person entitled thereto pursuant to the Participant’s will or the
laws of descent and distribution. Subject to the foregoing, a beneficiary
designation may be changed or revoked by a Participant at any time provided the
change or revocation is filed with the Committee.




10.5  Stock Certificates.
Notwithstanding anything herein to the contrary, the Company shall not be
required to issue or deliver any certificates evidencing shares of Stock
pursuant to the exercise of any Award, unless and until the Board has
determined, with advice of counsel, that the issuance and delivery of such
certificates is in compliance with all applicable laws, regulations of
governmental authorities and, if applicable, the requirements of any exchange on
which the shares of Stock are listed or traded. All Stock certificates delivered
pursuant to the Plan are subject to any stop-transfer orders and other
restrictions as the Committee deems necessary or advisable to comply with
federal, state, or foreign jurisdiction, securities or other laws, rules and
regulations and the rules of any national securities exchange or automated
quotation system on which the Stock is listed, quoted, or traded. The Committee
may place legends on any Stock certificate to reference restrictions applicable
to the Stock. In addition to the terms and conditions provided herein, the Board
may require that a Participant make such reasonable covenants, agreements, and
representations as the Board, in its discretion, deems advisable in order to
comply with any such laws, regulations, or requirements. The Committee shall
have the right to require any Participant to comply with any timing or other
restrictions with respect to the settlement or exercise of any Award, including
a window-period limitation, as may be imposed in the discretion of the
Committee.




16




ARTICLE
11


CHANGES
IN CAPITAL STRUCTURE




11.1  Adjustments. In the
event of any stock dividend, stock split, combination or exchange of shares,
merger, consolidation, spin-off, recapitalization or other distribution (other
than normal cash dividends) of Company assets to stockholders, or any other
change affecting the shares of Stock or the share price of the Stock, the
Committee shall make such proportionate adjustments, if any, as the Committee in
its discretion may deem appropriate to reflect such change with respect to (i)
the aggregate number and type of shares that may be issued under the Plan
(including, but not limited to, adjustments of the limitations in Sections 3.1
and 3.3); (ii) the terms and conditions of any outstanding Awards (including,
without limitation, any applicable performance targets or criteria with respect
thereto); and (iii) the grant or exercise price per share for any outstanding
Awards under the Plan. Any adjustment affecting an Award intended as Qualified
Performance-Based Compensation shall be made consistent with the requirements of
Section 162(m) of the Code.




11.2  Effect of a Change of
Control When Awards Are Not Assumed. If a Change of Control occurs and a
Participant’s Awards are not assumed by the surviving or successor entity or its
parent or Subsidiary and such successor does not substitute substantially
similar awards for those outstanding under the Plan, such Awards shall become
fully exercisable and/or payable as applicable, and all forfeiture restrictions
on such Awards shall lapse. Upon, or in anticipation of, a Change of Control,
the Committee may cause any and all Awards outstanding hereunder to terminate at
a specific time in the future and shall give each Participant the right to
exercise such Awards during a period of time as the Committee, in its sole and
absolute discretion, shall determine. The Committee shall have sole discretion
to determine whether an Award has been assumed by the surviving or successor
entity or its parent or Subsidiary or whether such successor has substituted
substantially similar awards for those outstanding under the Plan in connection
with a Change of Control.




11.3  Effect of Change of Control
When Awards Are Assumed; Termination Following Change of
Control.




(a) In
the event of a Change of Control where a Participant’s Awards are assumed by the
surviving or successor entity or its parent or Subsidiary or such successor
substitutes substantially similar awards for those outstanding under the Plan,
then fifty percent (50%) of such Participant’s unvested Awards shall become
fully exercisable and/or payable as applicable, and all forfeiture restrictions
on such Awards shall lapse, immediately prior to such Change of
Control.




(b) In
the event of a Change of Control where a Participant’s Awards are assumed by the
surviving or successor entity or its parent or Subsidiary or such successor
substitutes substantially similar awards for those outstanding under the Plan,
if within twelve (12) months following
such Change of Control (i) the Participant’s employment or service with the
surviving or successor entity or its parent or Subsidiary is terminated without
Cause or (ii) such Participant voluntarily terminates such Participant’s
employment or service with Good Reason, then such Participant’s remaining
unvested Awards (including any substituted awards) shall become fully
exercisable and/or payable as applicable, and all forfeiture restrictions on
such Awards (including any substituted awards) shall lapse, on the date of
termination. Such Awards (including any substituted awards) shall remain
exercisable, as applicable, until the earlier of the expiration date of the
Award or three (3) months following such Participant’s cessation of employment
or service.






17




11.4  Outstanding Awards - Certain
Mergers. Subject to any required action by the stockholders of the
Company, in the event that the Company shall be the surviving corporation in any
merger or consolidation (except a merger or consolidation as a result of which
the holders of shares of Stock receive securities of another corporation), each
Award outstanding on the date of such merger or consolidation shall pertain to
and apply to the securities that a holder of the number of shares of Stock
subject to such Award would have received in such merger or
consolidation.




11.5  Outstanding Awards - Other
Changes. In the event of any other change in the capitalization of the
Company or corporate change other than those specifically referred to in this
Article 11, the Committee may, in its absolute discretion, make such adjustments
in the number and class of shares subject to Awards outstanding on the date on
which such change occurs and in the per share grant or exercise price of each
Award as the Committee may consider appropriate to prevent dilution or
enlargement of rights.




11.6  No Other Rights.
Except as expressly provided in the Plan, no Participant shall have any rights
by reason of any subdivision or consolidation of shares of stock of any class,
the payment of any dividend, any increase or decrease in the number of shares of
stock of any class or any dissolution, liquidation, merger, or consolidation of
the Company or any other corporation. Except as expressly provided in the Plan
or pursuant to action of the Committee under the Plan, no issuance by the
Company of shares of stock of any class, or securities convertible into shares
of stock of any class, shall affect, and no adjustment by reason thereof shall
be made with respect to, the number of shares of Stock subject to an Award or
the grant or exercise price of any Award.




ARTICLE
12


ADMINISTRATION




12.1  Committee. Unless and
until the Board delegates administration to a Committee as set forth below, the
Plan shall be administered by the Board. The Board may delegate administration
of the Plan to a Committee or Committees of one or more members of the Board,
and the term “Committee” shall apply to any person or persons to whom such
authority has been delegated. If administration is delegated to a Committee, the
Committee shall have, in connection with the administration of the Plan, the
powers theretofore possessed by the Board, including the power to delegate to a
subcommittee any of the administrative powers the Committee is authorized to
exercise (and references in this Plan to the Board shall thereafter be to the
Committee or subcommittee), subject, however, to such resolutions, not
inconsistent with the provisions of the Plan, as may be adopted from time to
time by the Board. Notwithstanding the foregoing, however, from and after the
Public Trading Date, a Committee of the Board shall administer the Plan and the
Committee shall consist solely of two or more members of the Board each of whom
is both an “outside director,” within the meaning of Section 162(m) of the Code,
and a Non-Employee Director. Within the scope of such authority, the Board or
the Committee may (i) delegate to a committee of one or more members of the
Board who are not “outside directors,” within the meaning of Section 162(m) of
the Code the authority to grant awards under the Plan to eligible persons who
are either (1) not then “covered employees,” within the meaning of Section
162(m) of the Code and are not expected to be “covered employees” at the time of
recognition of income resulting from such award or (2) not persons with respect
to whom the Company wishes to comply with Section 162(m) of the Code and/or (ii)
delegate to a committee of one or more members of the Board who are not
Non-Employee Directors, the authority to grant awards under the Plan to eligible
persons who are not then subject to Section 16 of the Exchange Act. The Board
may abolish the Committee at any time and/or revest in the Board the
administration of the Plan. Appointment of Committee members shall be effective
upon acceptance of appointment. Committee members may resign at any time by
delivering written notice to the Board. Vacancies in the Committee may only be
filled by the Board.




18




12.2  Action by the
Committee. A majority of the Committee shall constitute a quorum. The
acts of a majority of the members present at any meeting at which a quorum is
present, and acts approved in writing by a majority of the Committee in lieu of
a meeting, shall be deemed the acts of the Committee. Each member of the
Committee is entitled to, in good faith, rely or act upon any report or other
information furnished to that member by any officer or other employee of the
Company or any Subsidiary, the Company’s independent certified public
accountants, or any executive compensation consultant or other professional
retained by the Company to assist in the administration of the
Plan.




12.3  Authority of
Committee. Subject to any specific designation in the Plan, the Committee
has the exclusive power, authority and discretion to:




(a)  Designate
Participants to receive Awards;




(b)  Determine
the type or types of Awards to be granted to each Participant;




(c)  Determine
the number of Awards to be granted and the number of shares of Stock to which an
Award will relate;




(d)  Determine
the terms and conditions of any Award granted pursuant to the Plan, including,
but not limited to, the exercise price, grant price, or purchase price, any
reload provision, any restrictions or limitations on the Award, any schedule for
lapse of forfeiture restrictions or restrictions on the exercisability of an
Award, and accelerations or waivers thereof, any provisions related to
non-competition and recapture of gain on an Award, based in each case on such
considerations as the Committee in its sole discretion determines;provided, however
, that the Committee shall not have the authority to accelerate the vesting or
waive the forfeiture
of any Performance-Based Awards;




19




(e)  Determine
whether, to what extent, and pursuant to what circumstances an Award may be
settled in, or the exercise price of an Award may be paid in, cash, Stock, other
Awards, or other property, or an Award may be canceled, forfeited, or
surrendered;




(f)  Prescribe
the form of each Award Agreement, which need not be identical for each
Participant;




(g)  Decide
all other matters that must be determined in connection with an
Award;




(h)  Establish,
adopt, or revise any rules and regulations as it may deem necessary or advisable
to administer the Plan;




(i)  Interpret
the terms of, and any matter arising pursuant to, the Plan or any Award
Agreement; and




(j)  Make
all other decisions and determinations that may be required pursuant to the Plan
or as the Committee deems necessary or advisable to administer the
Plan.




12.4 Decisions Binding.
The Committee’s interpretation of the Plan, any Awards granted pursuant to the
Plan, any Award Agreement and all decisions and determinations by the Committee
with respect to the Plan are final, binding, and conclusive on all
parties.




ARTICLE
13


EFFECTIVE
AND EXPIRATION DATE




13.1  Effective Date. The
Plan is effective as the Public Trading Date;provided that the Plan has
been approved by the Company’s stockholders prior to such date.




13.2  Expiration Date. The
Plan will expire on, and no Award may be granted pursuant to the Plan after, the
earlier of the tenth anniversary of (i) the date this Plan is approved by the
Company’s stockholders or (ii) the date this Plan is approved by the Board (the
“Expiration Date ”). Any Awards that are outstanding on the Expiration
Date shall remain in force according to the terms of the Plan and the applicable
Award Agreement. Each Award Agreement shall provide that it will expire on the
tenth anniversary of the date of grant of the Award to which it
relates.




ARTICLE
14


AMENDMENT,
MODIFICATION, AND TERMINATION




14.1  Amendment, Modification, and
Termination. With the approval of the Board, at any time and from time to
time, the Committee may terminate, amend or modify the Plan;provided, however
, that (i) to the extent necessary and desirable to comply with any applicable
law, regulation, or stock exchange rule, the Company shall obtain stockholder
approval of any Plan
amendment in such a manner and to such a degree as required, and (ii)
shareholder approval is required for any amendment to the Plan that (A)
increases the number of shares available under the Plan (other than any
adjustment as provided by Article 11), (B) permits the Committee to grant
Options with an exercise price that is below Fair Market Value on the date of
grant, or (C) permits the Committee to extend the exercise period for an Option
beyond ten years from the date of grant.




20




14.2  Awards Previously
Granted. No termination, amendment, or modification of the Plan shall
adversely affect in any material way any Award previously granted pursuant to
the Plan without the prior written consent of the Participant.




ARTICLE
15


GENERAL
PROVISIONS




15.1  No Rights to Awards.
No Participant, employee, or other person shall have any claim to be granted any
Award pursuant to the Plan, and neither the Company nor the Committee is
obligated to treat Participants, employees, and other persons
uniformly.




15.2  No Stockholders
Rights. No Award gives the Participant any of the rights of a stockholder
of the Company unless and until shares of Stock are in fact issued to such
person in connection with such Award.




15.3  Withholding. The
Company or any Subsidiary shall have the authority and the right to deduct or
withhold, or require a Participant to remit to the Company, an amount sufficient
to satisfy federal, state, local and foreign taxes (including the Participant’s
FICA obligation) required by law to be withheld with respect to any taxable
event concerning a Participant arising as a result of this Plan. The Committee
may in its discretion and in satisfaction of the foregoing requirement allow a
Participant to elect to have the Company withhold shares of Stock otherwise
issuable under an Award (or allow the return of shares of Stock) having a Fair
Market Value equal to the sums required to be withheld. Notwithstanding any
other provision of the Plan, the number of shares of Stock which may be withheld
with respect to the issuance, vesting, exercise or payment of any Award (or
which may be repurchased from the Participant of such Award within six months
after such shares of Stock were acquired by the Participant from the Company) in
order to satisfy the Participant’s federal, state, local and foreign income and
payroll tax liabilities with respect to the issuance, vesting, exercise or
payment of the Award shall be limited to the number of shares which have a Fair
Market Value on the date of withholding or repurchase equal to the aggregate
amount of such liabilities based on the minimum statutory withholding rates for
federal, state, local and foreign income tax and payroll tax purposes that are
applicable to such supplemental taxable income.




15.4  No Right to Employment or
Services. Nothing in the Plan or any Award Agreement shall interfere with
or limit in any way the right of the Company or any Subsidiary to terminate any
Participant’s employment or services at any time, nor confer upon any
Participant any right to continue in the employ or service of the Company or any
Subsidiary.




15.5  Unfunded Status of
Awards. The Plan is intended to be an “unfunded” plan for incentive
compensation. With respect to any payments not yet made to a Participant
pursuant to an Award, nothing contained in the Plan or any Award Agreement shall
give the Participant any rights that are greater than those of a general
creditor of the Company or any Subsidiary.




21




15.6  Indemnification. To
the extent allowable pursuant to applicable law, each member of the Committee or
of the Board shall be indemnified and held harmless by the Company from any
loss, cost, liability, or expense that may be imposed upon or reasonably
incurred by such member in connection with or resulting from any claim, action,
suit, or proceeding to which he or she may be a party or in which he or she may
be involved by reason of any action or failure to act pursuant to the Plan and
against and from any and all amounts paid by him or her in satisfaction of
judgment in such action, suit, or proceeding against him or her,provided  he
or she gives the Company an opportunity, at its own expense, to handle and
defend the same before he or she undertakes to handle and defend it on his or
her own behalf. The foregoing right of indemnification shall not be exclusive of
any other rights of indemnification to which such persons may be entitled
pursuant to 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.




15.7  Relationship to Other
Benefits. No payment pursuant to the Plan shall be taken into account in
determining any benefits pursuant to any pension, retirement, savings, profit
sharing, group insurance, welfare or other benefit plan of the Company or any
Subsidiary except to the extent otherwise expressly provided in writing in such
other plan or an agreement thereunder.




15.8  Expenses. The
expenses of administering the Plan shall be borne by the Company and its
Subsidiaries.




15.9  Titles and Headings.
The titles and headings of the Sections in the Plan are for convenience of
reference only and, in the event of any conflict, the text of the Plan, rather
than such titles or headings, shall control.




15.10  Fractional Shares. No
fractional shares of Stock shall be issued and the Committee shall determine, in
its discretion, whether cash shall be given in lieu of fractional shares or
whether such fractional shares shall be eliminated by rounding up or down as
appropriate.




15.11  Limitations Applicable to
Section 16 Persons. Notwithstanding any other provision of the Plan, the
Plan, and any Award granted or awarded to any Participant who is then subject to
Section 16 of the Exchange Act, shall be subject to any additional limitations
set forth in any applicable exemptive rule under Section 16 of the Exchange Act
(including any amendment to Rule 16b-3 of the Exchange Act) that are
requirements for the application of such exemptive rule. To the extent permitted
by applicable law, the Plan and Awards granted or awarded hereunder shall be
deemed amended to the extent necessary to conform to such applicable exemptive
rule.




15.12  Government And Other
Regulations. The obligation of the Company to make payment
of awards in Stock or otherwise shall be subject to all applicable laws, rules,
and regulations, and to such approvals by government agencies as may be
required. The Company shall be under no obligation to register pursuant to the
Securities Act of 1933, as amended, any of the shares of Stock paid pursuant to
the Plan. If the shares paid pursuant to the Plan may in certain circumstances
be exempt from registration pursuant to the Securities Act of 1933, as amended,
the Company may restrict the transfer of such shares in such manner as it deems
advisable to ensure the availability of any such exemption.




15.13  Governing Law. The
Plan and all Award Agreements shall be construed in accordance with and governed
by the laws of the State of Delaware.