interCLICK,
INC.

    


    AMENDED
AND RESTATED

     

    2007
INCENTIVE STOCK AND AWARD PLAN

     

    1.  
Purpose of the
Plan.

     

    This 2007
Incentive Stock and Award Plan (the “ Plan ”) is intended
as an incentive, to retain in the employ of and as directors, officers,
consultants, advisors and employees to interCLICK, Inc., a Delaware corporation
(the “ Company
”), and any Subsidiary of the Company, within the meaning of Section 424(f) of
the United States Internal Revenue Code of 1986, as amended (the “ Code ”), persons of
training, experience and ability, to attract new directors, officers,
consultants, advisors and employees whose services are considered valuable, to
encourage the sense of proprietorship and to stimulate the active interest of
such persons in the development and financial success of the Company and its
Subsidiaries.

     

    It is
further intended that certain options granted pursuant to the Plan shall
constitute incentive stock options within the meaning of Section 422 of the Code
(the “ Incentive
Options ”) while certain other options granted pursuant to the Plan shall
be nonqualified stock options (the “ Nonqualified Options
”). Incentive Options and Nonqualified Options are hereinafter referred to
collectively as “ Options
..”

     

    The
Company intends that the Plan meet the requirements of Rule 16b-3 (“ Rule 16b-3 ”)
promulgated under the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”), and
that transactions of the type specified in subparagraphs (c) to (f) inclusive of
Rule 16b-3 by officers and directors of the Company pursuant to the Plan will be
exempt from the operation of Section 16(b) of the Exchange Act. Further, the
Plan is intended to satisfy the performance-based compensation exception to the
limitation on the Company’s tax deductions imposed by Section 162(m) of the Code
with respect to those Options for which qualification for such exception is
intended. In all cases, the terms, provisions, conditions and limitations of the
Plan shall be construed and interpreted consistent with the Company’s intent as
stated in this Section 1.

     

    2.  
Administration of the
Plan.

     

    The Board
of Directors of the Company (the “ Board ”) shall
appoint and maintain as administrator of the Plan a Committee (the “ Committee ”)
consisting of two or more directors who are (i) “Independent Directors” (as such
term is defined under the rules of the NASDAQ Stock Market), (ii) “Non-Employee
Directors” (as such term is defined in Rule 16b-3) and (iii) “Outside Directors”
(as such term is defined in Section 162(m) of the Code), which shall serve at
the pleasure of the Board. The Committee, subject to Sections 3, 5 and 6 hereof,
shall have full power and authority to designate recipients of Options and
restricted stock (“ Restricted Stock ”)
and to determine the terms and conditions of the respective Option and
Restricted Stock agreements (which need not be identical) and to interpret the
provisions and supervise the administration of the Plan. The Committee shall
have the authority, without limitation, to designate which Options granted under
the Plan shall be Incentive Options and which shall be Nonqualified Options. To
the extent any Option does not qualify as an Incentive Option, it shall
constitute a separate Nonqualified Option.

     

    Subject
to the provisions of the Plan, the Committee shall interpret the Plan and all
Options and Restricted Stock granted under the Plan, shall make such rules as it
deems necessary for the proper administration of the Plan, shall make all other
determinations necessary or advisable for the administration of the Plan and
shall correct any defects or supply any omission or reconcile any inconsistency
in the Plan or in any Options or Restricted Stock granted under the Plan in the
manner and to the extent that the Committee deems desirable to carry into effect
the Plan or any Options or Restricted Stock. The act or determination of a
majority of the Committee shall be the act or determination of the Committee and
any decision reduced to writing and signed by all of the members of the
Committee shall be fully effective as if it had been made by a majority of the
Committee at a meeting duly held for such purpose. Subject to the provisions of
the Plan, any action taken or determination made by the Committee pursuant to
this and the other Sections of the Plan shall be conclusive on all
parties.

     

    In the
event that for any reason the Committee is unable to act or if the Committee at
the time of any grant, award or other acquisition under the Plan does not
consist of two or more Non-Employee Directors, or if there shall be no such
Committee, or if the Board otherwise determines to administer the Plan, then the
Plan shall be administered by the Board, and references herein to the Committee
(except in the proviso to this sentence) shall be deemed to be references to the
Board, and any such grant, award or other acquisition may be approved or
ratified in any other manner contemplated by subparagraph (d) of Rule 16b-3;
provided ,
however , that
grants to the Company’s Chief Executive Officer or to any of the Company’s other
four most highly compensated officers that are intended to qualify as
performance-based compensation under Section 162(m) of the Code may only be
granted by the Committee.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    3.  
Designation of Optionees and
Grantees.

     

    The
persons eligible for participation in the Plan as recipients of Options (the “
Optionees ”) or
Restricted Stock (the “ Grantees ” and
together with Optionees, the “ Participants ”) shall
include directors, officers and employees of, and consultants and advisors to,
the Company or any Subsidiary; provided that Incentive Options may only be
granted to employees of the Company and any Subsidiary. In selecting
Participants, and in determining the number of shares to be covered by each
Option or award of Restricted Stock granted to Participants, the Committee may
consider any factors it deems relevant, including, without limitation, the
office or position held by the Participant or the Participant’s relationship to
the Company, the Participant’s degree of responsibility for and contribution to
the growth and success of the Company or any Subsidiary, the Participant’s
length of service, promotions and potential. A Participant who has been granted
an Option or Restricted Stock hereunder may be granted an additional Option or
Options, or Restricted Stock if the Committee shall so determine.

     

    In the
absence of any date specified for grant, the Committee’s grant of Options or
award of Restricted Stock shall be deemed to have been made effective on the
first business day of each March, June, September or December of any calendar
year, or on such other pre-determined dates as maybe set by the Committee (the “
Pre-Determined Grant
Dates ”). Notwithstanding the foregoing, the Committee may grant Options
or award restricted Stock to any employee, officer, director or consultant to
the Company as an inducement to such person, in consideration for such person to
enter into any agreement or to provide to the Company, for prior services
rendered, or for any other reason determined by the Committee for award, in its
sole discretion other than on a Pre-Determined Grant Date.

     

    4.  
Stock Reserved for the
Plan.

     

    Subject
to adjustment as provided in Section 8 hereof, a total of 6,225,000 shares of
the Company’s common stock, par value $0.001 per share (the “Stock”), shall be
subject to the Plan. The maximum number of shares of Stock that may be subject
to Options shall conform to any requirements applicable to performance-based
compensation under Section 162(m) of the Code, if qualification as
performance-based compensation under Section 162(m) of the Code is intended. The
shares of Stock subject to the Plan shall consist of unissued shares, treasury
shares or previously issued shares held by any Subsidiary of the Company, and
such amount of shares of Stock shall be and is hereby reserved for such purpose.
Any of such shares of Stock that may remain unsold and that are not subject to
outstanding Options at the termination of the Plan shall cease to be reserved
for the purposes of the Plan, but until termination of the Plan the Company
shall at all times reserve a sufficient number of shares of Stock to meet the
requirements of the Plan. Should any Option or Restricted Stock expire or be
canceled prior to its exercise or vesting in full or should the number of shares
of Stock to be delivered upon the exercise or vesting in full of any Option or
Restricted Stock be reduced for any reason, the shares of Stock theretofore
subject to such Option or Restricted Stock may be subject to future Options or
Restricted Stock under the Plan, except where such reissuance is inconsistent
with the provisions of Section 162(m) of the Code where qualification as
performance-based compensation under Section 162(m) of the Code is
intended.

     

    5.  
Terms and Conditions of
Options.

     

    Options
granted under the Plan shall be subject to the following conditions and shall
contain such additional terms and conditions, not inconsistent with the terms of
the Plan, as the Committee shall deem desirable:

     

    (a)
  Option
Price . The purchase price of each share of Stock purchasable under an
Incentive Option shall be determined by the Committee at the time of grant, but
shall not be less than 100% of the Fair Market Value (as defined below) of such
share of Stock on the date the Option is granted; provided , however , that with
respect to an Optionee who, at the time such Incentive Option is granted, owns
(within the meaning of Section 424(d) of the Code) more than 10% of the total
combined voting power of all classes of stock of the Company or of any
Subsidiary, the purchase price per share of Stock shall be at least 110% of the
Fair Market Value per share of Stock on the date of grant. The purchase price of
each share of Stock purchasable under a Nonqualified Option shall not be less
than 100% of the Fair Market Value of such share of Stock on the date the Option
is granted. The exercise price for each Option shall be subject to adjustment as
provided in Section 8 below. “ Fair Market Value ”
means the closing price on the final trading day immediately prior to the grant
of the Stock on the principal securities exchange on which shares of Stock are
listed (if the shares of Stock are so listed), or on the NASDAQ Stock Market or
OTC Bulletin Board (if the shares of Stock are regularly quoted on the NASDAQ
Stock Market or OTC Bulletin Board, as the case may be), or, if not so listed,
the mean between the closing bid and asked prices of publicly traded shares of
Stock in the over the counter market, or, if such bid and asked prices shall not
be available, as reported by any nationally recognized quotation service
selected by the Company, or as determined by the Committee in a manner
consistent with the provisions of the Code. Anything in this Section 5(a) to the
contrary notwithstanding, in no event shall the purchase price of a share of
Stock be less than the minimum price permitted under the rules and policies of
any national securities exchange on which the shares of Stock are listed
..

     

    
      
         

      

      
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    (b)
  Option
Term . The term of each Option shall be fixed by the Committee, but no
Option shall be exercisable more than ten years after the date such Option is
granted and in the case of an Incentive Option granted to an Optionee who, at
the time such Incentive Option is granted, owns (within the meaning of Section
424(d) of the Code) more than 10% of the total combined voting power of all
classes of stock of the Company or of any Subsidiary, no such Incentive Option
shall be exercisable more than five years after the date such Incentive Option
is granted.

     

    (c)
  Exercisability .
Subject to Section 5(j) hereof, Options shall be exercisable at such time or
times and subject to such terms and conditions as shall be determined by the
Committee at the time of grant; provided , however , that in the
absence of any Option vesting periods designated by the Committee at the time of
grant, Options shall vest and become exercisable as to one-third of the total
number of shares subject to the Option on each of the first, second and third
anniversaries of the date of grant; and provided further that no Options shall
be exercisable until such time as any vesting limitation required by Section 16
of the Exchange Act, and related rules, shall be satisfied if such limitation
shall be required for continued validity of the exemption provided under Rule
16b-3(d)(3).

     

    Upon the
occurrence of a “Change in Control” (as hereinafter defined), the Committee may
accelerate the vesting and exercisability of outstanding Options, in whole or in
part, as determined by the Committee in its sole discretion. In its sole
discretion, the Committee may also determine that, upon the occurrence of a
Change in Control, each outstanding Option shall terminate within a specified
number of days after notice to the Optionee thereunder, and each such Optionee
shall receive, with respect to each share of Company Stock subject to such
Option, an amount equal to the excess of the Fair Market Value of such shares
immediately prior to such Change in Control over the exercise price per share of
such Option; such amount shall be payable in cash, in one or more kinds of
property (including the property, if any, payable in the transaction) or a
combination thereof, as the Committee shall determine in its sole
discretion.

     

    For
purposes of the Plan, unless otherwise defined in an employment agreement
between the Company and the relevant Optionee, a Change in Control shall be
deemed to have occurred if:

     

    (i)
  a tender offer (or series of related offers) shall be made and
consummated for the ownership of 50% or more of the outstanding voting
securities of the Company, unless as a result of such tender offer more than 50%
of the outstanding voting securities of the surviving or resulting corporation
shall be owned in the aggregate by the stockholders of the Company (as of the
time immediately prior to the commencement of such offer), any employee benefit
plan of the Company or its Subsidiaries, and their affiliates;

     

    (ii)
  the Company shall be merged or consolidated with another corporation,
unless as a result of such merger or consolidation more than 50% of the
outstanding voting securities of the surviving or resulting corporation shall be
owned in the aggregate by the stockholders of the Company (as of the time
immediately prior to such transaction), any employee benefit plan of the Company
or its Subsidiaries, and their affiliates;

     

    (iii)
  the Company shall sell substantially all of its assets to another
corporation that is not wholly owned by the Company, unless as a result of such
sale more than 50% of such assets shall be owned in the aggregate by the
stockholders of the Company (as of the time immediately prior to such
transaction), any employee benefit plan of the Company or its Subsidiaries and
their affiliates; or

     

    (iv)
  a Person (as defined below) shall acquire 50% or more of the outstanding
voting securities of the Company (whether directly, indirectly, beneficially or
of record), unless as a result of such acquisition more than 50% of the
outstanding voting securities of the surviving or resulting corporation shall be
owned in the aggregate by the stockholders of the Company (as of the time
immediately prior to the first acquisition of such securities by such Person),
any employee benefit plan of the Company or its Subsidiaries, and their
affiliates.

     

    
      
         

      

      
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    Notwithstanding
the foregoing, if Change of Control is defined in an employment agreement
between the Company and the relevant Optionee, then, with respect to such
Optionee, Change of Control shall have the meaning ascribed to it in such
employment agreement.

     

    For
purposes of this Section 5(c), ownership of voting securities shall take into
account and shall include ownership as determined by applying the provisions of
Rule 13d-3(d)(I)(i) (as in effect on the date hereof) under the Exchange Act. In
addition, for such purposes, “Person” shall have the meaning given in Section
3(a)(9) of the Exchange Act, as modified and used in Sections 13(d) and 14(d)
thereof; provided , however , that a
Person shall not include (A) the Company or any of its Subsidiaries; (B) a
trustee or other fiduciary holding securities under an employee benefit plan of
the Company or any of its Subsidiaries; (C) an underwriter temporarily holding
securities pursuant to an offering of such securities; or (D) a corporation
owned, directly or indirectly, by the stockholders of the Company in
substantially the same proportion as their ownership of stock of the
Company.

     

    (d)
  Method of
Exercise . Options to the extent then exercisable may be exercised in
whole or in part at any time during the option period, by giving written notice
to the Company specifying the number of shares of Stock to be purchased,
accompanied by payment in full of the purchase price, in cash, or by check or
such other instrument as may be acceptable to the Committee. As determined by
the Committee, in its sole discretion, at or after grant, payment in full or in
part may be made at the election of the Optionee (i) in the form of Stock owned
by the Optionee (based on the Fair Market Value of the Stock which is not the
subject of any pledge or security interest, (ii) in the form of shares of Stock
withheld by the Company from the shares of Stock otherwise to be received with
such withheld shares of Stock having a Fair Market Value equal to the exercise
price of the Option, or (iii) by a combination of the foregoing, such Fair
Market Value determined by applying the principles set forth in Section 5(a),
provided that the combined value of all cash and cash equivalents and the Fair
Market Value of any shares surrendered to the Company is at least equal to such
exercise price and except with respect to (ii) above, such method of payment
will not cause a disqualifying disposition of all or a portion of the Stock
received upon exercise of an Incentive Option. An Optionee shall have the right
to dividends and other rights of a stockholder with respect to shares of Stock
purchased upon exercise of an Option at such time as the Optionee (i) has given
written notice of exercise and has paid in full for such shares, and (ii) has
satisfied such conditions that may be imposed by the Company with respect to the
withholding of taxes.

     

    (e) Transfer of
Options.

    


    (i)           No
Incentive Option granted under this Plan shall be assignable or transferable by
the grantee except by will or by the laws of descent and distribution, and
during the lifetime of the grantee, each ISO shall be exercisable only by him,
his guardian or legal representative.

    


    (ii)           Except
for Incentive Options, all Options are transferable subject to compliance with
applicable securities laws.  Provided, however, if
the Company’s Stock is registered under Section 12 of the Exchange Act, the
Stock shall not be sold, assigned or transferred by the grantee until at least
six months elapse from the date of the grant thereof.

      

    (f)
  Termination by
Death . Unless otherwise determined by the Committee, if any Optionee’s
employment with or service to the Company or any Subsidiary terminates by reason
of death, the Option may thereafter be exercised, to the extent then exercisable
(or on such accelerated basis as the Committee shall determine at or after
grant), by the legal representative of the estate or by the legatee of the
Optionee under the will of the Optionee, for a period of one (1) year after the
date of such death (or, if later, such time as the Option may be exercised
pursuant to Section 14(d) hereof) or until the expiration of the stated term of
such Option as provided under the Plan, whichever period is
shorter.

     

    (g)
  Termination by
Reason of Disability . Unless otherwise determined by the Committee, if
any Optionee’s employment with or service to the Company or any Subsidiary
terminates by reason of Disability (as defined below), then any Option held by
such Optionee may thereafter be exercised, to the extent it was exercisable at
the time of termination due to Disability (or on such accelerated basis as the
Committee shall determine at or after grant), but may not be exercised after
ninety (90) days after the date of such termination of employment or service
(or, if later, such time as the Option may be exercised pursuant to Section
14(d) hereof) or the expiration of the stated term of such Option, whichever
period is shorter; provided , however , that, if
the Optionee dies within such ninety (90) day period, any unexercised Option
held by such Optionee shall thereafter be exercisable to the extent to which it
was exercisable at the time of death for a period of one (1) year after the date
of such death (or, if later, such time as the Option may be exercised pursuant
to Section 14(d) hereof) or for the stated term of such Option, whichever period
is shorter. “Disability” shall mean an Optionee’s total and permanent
disability; provided ,
that if Disability is defined in an employment agreement between the Company and
the relevant Optionee, then, with respect to such Optionee, Disability shall
have the meaning ascribed to it in such employment agreement

     

    
      
         

      

      
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    (h)
  Termination by
Reason of Retirement . Unless otherwise determined by the Committee, if
any Optionee’s employment with or service to the Company or any Subsidiary
terminates by reason of Normal or Early Retirement (as such terms are defined
below), any Option held by such Optionee may thereafter be exercised to the
extent it was exercisable at the time of such Retirement (or on such accelerated
basis as the Committee shall determine at or after grant), but may not be
exercised after ninety (90) days after the date of such termination of
employment or service (or, if later, such time as the Option may be exercised
pursuant to Section 14(d) hereof) or the expiration of the stated term of such
Option, whichever date is earlier; provided , however , that, if
the Optionee dies within such ninety (90) day period, any unexercised Option
held by such Optionee shall thereafter be exercisable, to the extent to which it
was exercisable at the time of death, for a period of one (1) year after the
date of such death (or, if later, such time as the Option may be exercised
pursuant to Section 14(d) hereof) or for the stated term of such Option,
whichever period is shorter.

     

    For
purposes of this paragraph (h), “ Normal Retirement ”
shall mean retirement from active employment with the Company or any Subsidiary
on or after the normal retirement date specified in the applicable Company or
Subsidiary pension plan or if no such pension plan, age 65, and “ Early Retirement ”
shall mean retirement from active employment with the Company or any Subsidiary
pursuant to the early retirement provisions of the applicable Company or
Subsidiary pension plan or if no such pension plan, age 55.

     

    (i)
  Other
Terminations . Unless otherwise determined by the Committee upon grant,
if any Optionee’s employment with or service to the Company or any Subsidiary is
terminated by such Optionee for any reason other than death, Disability, Normal
or Early Retirement or Good Reason (as defined below), the Option shall
thereupon terminate, except that the portion of any Option that was exercisable
on the date of such termination of employment or service may be exercised for
the lesser of ninety (90) days after the date of termination (or, if later, such
time as the Option may be exercised pursuant to Section 14(d) hereof) or the
balance of such Option’s term, which ever period is shorter. The transfer of an
Optionee from the employ of or service to the Company to the employ of or
service to a Subsidiary, or vice versa, or from one Subsidiary to another, shall
not be deemed to constitute a termination of employment or service for purposes
of the Plan.

     

    (i)
  In the event that the Optionee’s employment or service with the Company
or any Subsidiary is terminated by the Company or such Subsidiary for “cause”
any unexercised portion of any Option shall immediately terminate in its
entirety. For purposes hereof, unless otherwise defined in an employment
agreement between the Company and the relevant Optionee, “Cause” shall exist
upon a good-faith determination by the Board, following a hearing before the
Board at which an Optionee was represented by counsel and given an opportunity
to be heard, that such Optionee has been accused of fraud, dishonesty or act
detrimental to the interests of the Company or any Subsidiary of Company or that
such Optionee has been accused of or convicted of an act of willful and material
embezzlement or fraud against the Company or of a felony under any state or
federal statute; provided , however , that it is
specifically understood that “Cause” shall not include any act of commission or
omission in the good-faith exercise of such Optionee’s business judgment as a
director, officer or employee of the Company, as the case may be, or upon the
advice of counsel to the Company. Notwithstanding the foregoing, if Cause is
defined in an employment agreement between the Company and the relevant
Optionee, then, with respect to such Optionee, Cause shall have the meaning
ascribed to it in such employment agreement.

     

    (ii)
  In the event that an Optionee is removed as a director, officer or
employee by the Company at any time other than for “Cause” or resigns as a
director, officer or employee for “Good Reason” the Option granted to such
Optionee may be exercised by the Optionee, to the extent the Option was
exercisable on the date such Optionee ceases to be a director, officer or
employee. Such Option may be exercised at any time within one (1) year after the
date the Optionee ceases to be a director, officer or employee (or, if later,
such time as the Option may be exercised pursuant to Section 14(d) hereof), or
the date on which the Option otherwise expires by its terms; which ever period
is shorter, at which time the Option shall terminate; provided , however , if the
Optionee dies before the Options terminate and are no longer exercisable, the
terms and provisions of Section 5(f) shall control. For purposes of this Section
5(i), and unless otherwise defined in an employment agreement between the
Company and the relevant Optionee, Good Reason shall exist upon the occurrence
of the following:

     

    
      
         

      

      
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                (A)

              	
                the assignment to Optionee of any
      duties inconsistent with the position in the Company that Optionee held
      immediately prior to the
assignment;

              


      

      


      
        	
              	
                (B)

              	
                a Change of Control resulting in
      a significant adverse alteration in the status or conditions of Optionee’s
      participation with the Company or other nature of Optionee’s
      responsibilities from those in effect prior to such Change of Control,
      including any significant alteration in Optionee’s responsibilities
      immediately prior to such Change in Control;
  and

              


      

      


      
        	
              	
                (C)

              	
                the failure by the Company to
      continue to provide Optionee with benefits substantially similar to those
      enjoyed by Optionee prior to such
  failure.

              


      

    

     

    Notwithstanding
the foregoing, if Good Reason is defined in an employment agreement between the
Company and the relevant Optionee, then, with respect to such Optionee, Good
Reason shall have the meaning ascribed to it in such employment
agreement.

     

    (j)
  Limit on Value
of Incentive Option . The aggregate Fair Market Value, determined as of
the date the Incentive Option is granted, of Stock for which Incentive Options
are exercisable for the first time by any Optionee during any calendar year
under the Plan (and/or any other stock option plans of the Company or any
Subsidiary) shall not exceed $100,000.

     

    6.  
Terms and Conditions of
Restricted Stock.

     

    Restricted
Stock may be granted under this Plan aside from, or in association with, any
other award and shall be subject to the following conditions and shall contain
such additional terms and conditions (including provisions relating to the
acceleration of vesting of Restricted Stock upon a Change of Control), not
inconsistent with the terms of the Plan, as the Committee shall deem
desirable:

     

    (a)
  Grantee
rights . A Grantee shall have no rights to an award of Restricted Stock
unless and until Grantee accepts the award within the period prescribed by the
Committee and, if the Committee shall deem desirable, makes payment to the
Company in cash, or by check or such other instrument as may be acceptable to
the Committee. After acceptance and issuance of a certificate or certificates,
as provided for below, the Grantee shall have the rights of a stockholder with
respect to Restricted Stock subject to the non-transferability and forfeiture
restrictions described in Section 6(d) below.

     

    (b)
  Issuance of
Certificates . The Company shall issue in the Grantee’s name a
certificate or certificates for the shares of Common Stock associated with the
award promptly after the Grantee accepts such award.

     

    (c)
  Delivery of
Certificates . Unless otherwise provided, any certificate or certificates
issued evidencing shares of Restricted Stock shall not be delivered to the
Grantee until such shares are free of any restrictions specified by the
Committee at the time of grant.

     

    (d)
  Forfeitability,
Non-transferability of Restricted Stock . Shares of Restricted Stock are
forfeitable until the terms of the Restricted Stock grant have been satisfied.
Shares of Restricted Stock are not transferable until the date on which the
Committee has specified such restrictions have lapsed. Unless otherwise provided
by the Committee at or after grant, distributions in the form of dividends or
otherwise of additional shares or property in respect of shares of Restricted
Stock shall be subject to the same restrictions as such shares of Restricted
Stock.

     

    (e)
  Change of
Control . Upon the occurrence of a Change in Control as defined in
Section 5(c), the Committee may accelerate the vesting of outstanding Restricted
Stock, in whole or in part, as determined by the Committee, in its sole
discretion.

     

    
      
         

      

      
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    (f)
  Termination of
Employment . Unless otherwise determined by the Committee at or after
grant, in the event the Grantee ceases to be an employee or otherwise associated
with the Company for any other reason, all shares of Restricted Stock
theretofore awarded to him which are still subject to restrictions shall be
forfeited and the Company shall have the right to complete the blank stock
power. The Committee may provide (on or after grant) that restrictions or
forfeiture conditions relating to shares of Restricted Stock will be waived in
whole or in part in the event of termination 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.

     

    7.  
Term of
Plan.

     

    No Option
or award of Restricted Stock shall be granted pursuant to the Plan on or after
the date which is ten years from the effective date of the Plan, but Options and
awards of Restricted Stock theretofore granted may extend beyond that
date.

     

    8.  
Capital Change of the
Company.

     

    In the
event of any merger, reorganization, consolidation, recapitalization, stock
dividend, or other change in corporate structure affecting the Stock, the
Committee shall make an appropriate and equitable adjustment in the number and
kind of shares reserved for issuance under the Plan and in the number and option
price of shares subject to outstanding Options granted under the Plan, to the
end that after such event each Optionee’s proportionate interest shall be
maintained (to the extent possible) as immediately before the occurrence of such
event. The Committee shall, to the extent feasible, make such other adjustments
as may be required under the tax laws so that any Incentive Options previously
granted shall not be deemed modified within the meaning of Section 424(h) of the
Code. Appropriate adjustments shall also be made in the case of outstanding
Restricted Stock granted under the Plan.

     

    The
adjustments described above will be made only to the extent consistent with
continued qualification of the Option under Section 422 of the Code (in the case
of an Incentive Option) and Section 409A of the Code.

     

    9.  
Purchase for
Investment/Conditions.

     

    Unless
the Options and shares covered by the Plan have been registered under the
Securities Act of 1933, as amended (the “ Securities Act ”), or
the Company has determined that such registration is unnecessary, each person
exercising or receiving Options or Restricted Stock under the Plan may be
required by the Company to give a representation in writing that he is acquiring
the securities for his own account for investment and not with a view to, or for
sale in connection with, the distribution of any part thereof. The Committee may
impose any additional or further restrictions on awards of Options or Restricted
Stock as shall be determined by the Committee at the time of award.

     

    10.
  Taxes.

     

    (a)
  The Company may make such provisions as it may deem appropriate,
consistent with applicable law, in connection with any Options or Restricted
Stock granted under the Plan with respect to the withholding of any taxes
(including income or employment taxes) or any other tax matters.

     

    (b)
  If any Grantee, in connection with the acquisition of Restricted Stock,
makes the election permitted under Section 83(b) of the Code (that is, an
election to include in gross income in the year of transfer the amounts
specified in Section 83(b)), such Grantee shall notify the Company of the
election with the Internal Revenue Service pursuant to regulations issued under
the authority of Code Section 83(b).

     

    (c)
  If any Grantee shall make any disposition of shares of Stock issued
pursuant to the exercise of an Incentive Option under the circumstances
described in Section 421(b) of the Code (relating to certain disqualifying
dispositions), such Grantee shall notify the Company of such disposition within
ten (10) days hereof.

     

    11.
  Effective Date of
Plan.

     

    The Plan
shall be effective on November 13, 2007; provided, however, that if, and only
if, certain options are intended to qualify as Incentive Stock Options, the Plan
must subsequently be approved by majority vote of the Company’s stockholders no
later than November 13, 2008, and further, that in the event certain Option
grants hereunder are intended to qualify as performance-based compensation
within the meaning of Section 162(m) of the Code, the requirements as to
stockholder approval set forth in Section 162(m) of the Code are
satisfied.

     

    
      
         

      

      
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    12.
  Amendment and
Termination.

     

    The Board
may amend, suspend, or terminate the Plan, except that no amendment shall be
made that would impair the rights of any Participant under any Option or
Restricted Stock theretofore granted without the Participant’s consent, and
except that no amendment shall be made which, without the approval of the
stockholders of the Company would:

     

    (a)
  materially increase the number of shares that may be issued under the
Plan, except as is provided in Section 8;

     

    (b)
  materially increase the benefits accruing to the Participants under the
Plan;

     

    (c)
  materially modify the requirements as to eligibility for participation in
the Plan;

     

    (d)
  decrease the exercise price of an Incentive Option to less than 100% of
the Fair Market Value per share of Stock on the date of grant thereof or the
exercise price of a Nonqualified Option to less than 100% of the Fair Market
Value per share of Stock on the date of grant thereof; or

     

    (e)
  extend the term of any Option beyond that provided for in Section
5(b).

     

    (f)
  except as otherwise provided in Sections 5(d) and 8 hereof, reduce the
exercise price of outstanding Options or effect repricing through cancellations
and re-grants of new Options.

     

    Subject
to the forgoing, the Committee may amend the terms of any Option theretofore
granted, prospectively or retrospectively, but no such amendment shall impair
the rights of any Optionee without the Optionee’s consent.

     

    It is the
intention of the Board that the Plan comply strictly with the provisions of
Section 409A of the Code and Treasury Regulations and other Internal Revenue
Service guidance promulgated thereunder (the “ Section 409A Rules ”)
and the Committee shall exercise its discretion in granting awards hereunder
(and the terms of such awards), accordingly. The Plan and any grant of an award
hereunder may be amended from time to time (without, in the case of an award,
the consent of the Participant) as may be necessary or appropriate to comply
with the Section 409A Rules.

     

    13.
  Government
Regulations.

     

    The Plan,
and the grant and exercise of Options or Restricted Stock hereunder, and the
obligation of the Company to sell and deliver shares under such Options and
Restricted Stock shall be subject to all applicable laws, rules and regulations,
and to such approvals by any governmental agencies, national securities
exchanges and interdealer quotation systems as may be required.

     

    14.
  General
Provisions.

     

    (a)
  Certificates . All
certificates for shares of Stock delivered under the Plan shall be subject to
such stop transfer orders and other restrictions as the Committee may deem
advisable under the rules, regulations and other requirements of the Securities
and Exchange Commission, or other securities commission having jurisdiction, any
applicable Federal or state securities law, any stock exchange or interdealer
quotation system upon which the Stock is then listed or traded and the Committee
may cause a legend or legends to be placed on any such certificates to make
appropriate reference to such restrictions.

     

    (b)
  Employment
Matters . Neither the adoption of the Plan nor any grant or award under
the Plan shall confer upon any Participant who is an employee of the Company or
any Subsidiary any right to continued employment or, in the case of a
Participant who is a director, continued service as a director, with the Company
or a Subsidiary, as the case may be, nor shall it interfere in any way with the
right of the Company or any Subsidiary to terminate the employment of any of its
employees, the service of any of its directors or the retention of any of its
consultants or advisors at any time.

     

    (c)
  Limitation of
Liability . No member of the Committee, or any officer or employee of the
Company acting on behalf of the Committee, shall be personally liable for any
action, determination or interpretation taken or made in good faith with respect
to the Plan, and all members of the Committee and each and any officer or
employee of the Company acting on their behalf shall, to the extent permitted by
law, be fully indemnified and protected by the Company in respect of any such
action, determination or interpretation.

     

    (d)
  Registration of
Stock . Notwithstanding any other provision in the Plan, no Option may be
exercised unless and until the Stock to be issued upon the exercise thereof has
been registered under the Securities Act and applicable state securities laws,
or are, in the opinion of counsel to the Company, exempt from such registration
in the United States. The Company shall not be under any obligation to register
under applicable federal or state securities laws any Stock to be issued upon
the exercise of an Option granted hereunder in order to permit the exercise of
an Option and the issuance and sale of the Stock subject to such Option,
although the Company may in its sole discretion register such Stock at such time
as the Company shall determine. If the Company chooses to comply with such an
exemption from registration, the Stock issued under the Plan may, at the
direction of the Committee, bear an appropriate restrictive legend restricting
the transfer or pledge of the Stock represented thereby, and the Committee may
also give appropriate stop transfer instructions with respect to such Stock to
the Company’s transfer agent.

     

    
      
         

      

      
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    15.
  Non-Uniform
Determinations.

     

    The
Committee’s determinations under the Plan, including, without limitation, (i)
the determination of the Participants to receive awards, (ii) the form, amount
and timing of such awards, (iii) the terms and provisions of such awards and
(ii) the agreements evidencing the same, need not be uniform and may be made by
it selectively among Participants who receive, or who are eligible to receive,
awards under the Plan, whether or not such Participants are similarly
situated.

     

    16.
  Governing
Law.

     

    The
validity, construction, and effect of the Plan and any rules and regulations
relating to the Plan shall be determined in accordance with the internal laws of
the State of Delaware, without giving effect to principles of conflicts of laws,
and applicable federal law.

     

    
      
         

      

      
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