STAR
      BULK CARRIERS CORP.

    2007
      EQUITY INCENTIVE PLAN

    


    ARTICLE
      I.

    General

    


    
      	1.1.	
              Purpose

            


    

    


    The
      Star
      Bulk
      Carriers Corp.
      2007 Equity Incentive Plan (the “Plan”) is designed to provide certain key
      persons, whose initiative and efforts are deemed to be important to the
      successful conduct of the business of Star
      Bulk
      Carriers Corp.
      (the
“Company”), with incentives to (a) enter into and remain in the service of
      the Company, (b) acquire a proprietary interest in the success of the
      Company, (c) maximize their performance and (d) enhance the long-term
      performance of the Company. 

    


    
      	1.2.	
              Administration

            


    

    


    (a) Administration.
      The
      Plan shall be administered by the Compensation Committee of the Company’s Board
      of Directors (the “Board”), such other committee of the Board as may be
      designated by the Board to administer the Plan (the “Administrator”);
provided
      that, in
      the event the Company is subject to Section 16 of the Securities Exchange
      Act of 1934, as amended (the “1934 Act”), the Administrator shall be
      composed of two or more directors, each of whom is
      a
“Non-Employee Director” (a “Non-Employee Director”) under Rule 16b-3 (as
      promulgated and interpreted by the Securities and Exchange Commission (the
      “SEC”) under the 1934, or any successor rule or regulation thereto as in effect
      from time to time).
      Subject
      to the terms of the Plan and applicable law, and in addition to other express
      powers and authorizations conferred on the Administrator by the Plan,
      the
      Administrator shall have the full power and authority
      to:
      (1) designate the persons to receive Awards (as defined below) under the
      Plan; (2) determine the types of Awards granted to a participant under the
      Plan; (3) determine the number of shares to be covered by, or with respect
      to which payments, rights or other matters are to be calculated with respect
      to,
      Awards; (4) determine the terms and conditions of any Awards;
      (5) determine whether, and to what extent, and under what circumstances,
      Awards may be settled or exercised in cash, shares, other securities, other
      Awards or other property, or cancelled, forfeited or suspended, and the methods
      by which Awards may be settled, exercised, cancelled, forfeited or suspended;
      (6) determine whether, to what extent, and under what circumstances cash,
      shares, other securities, other Awards, other property and other amounts payable
      with respect to an Award shall be deferred, either automatically or at the
      election of the holder thereof or the Administrator; (7) construe,
      interpret and implement the Plan and any Award Agreement (as defined below);
      (8) prescribe, amend, rescind or waive rules and regulations
      relating to the Plan, including rules governing its operation;
      (9) make all determinations necessary or advisable in administering the
      Plan; (10) correct any defect, supply any omission and reconcile any
      inconsistency in the Plan or any Award Agreement; and (11) make any other
      determination and take any other action that the Administrator deems necessary
      or desirable for the administration of the Plan. Unless
      otherwise expressly provided in the Plan, all designations, determinations,
      interpretations and other decisions under or with respect to the Plan or any
      Award shall be within the sole discretion of the Administrator, may be made
      at
      any time and shall be final, conclusive and binding upon all
      persons.

    


    
      
         

      

      
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    (b) General
      Right of Delegation.
      Except
      to the extent prohibited by applicable law, the applicable rules of a stock
      exchange or any charter, by-laws or other agreement governing the Administrator,
      the Administrator may delegate all
      or
      any part of its responsibilities to any person or persons selected by
      it
      and may
      revoke any such allocation or delegation at any time.

    


    (c) Indemnification.
      No
      member of the Board, the Administrator or any employee of the Company (each
      such
      person, a “Covered Person”) shall be liable for any action taken or omitted to
      be taken or any determination made in good faith with respect to the Plan or
      any
      Award hereunder. Each Covered Person shall be indemnified and held harmless
      by
      the Company against and from (i) any loss, cost, liability or expense
      (including attorneys’ fees) that may be imposed upon or incurred by such Covered
      Person in connection with or resulting from any action, suit or proceeding
      to
      which such Covered Person may be a party or in which such Covered Person may
      be
      involved by reason of any action taken or omitted to be taken under the Plan
      or
      any Award Agreement and (ii) any and all amounts paid by such Covered Person,
      with the Company’s approval, in settlement thereof, or paid by such Covered
      Person in satisfaction of any judgment in any such action, suit or proceeding
      against such Covered Person; provided
      that the
      Company shall have the right, at its own expense, to assume and defend any
      such
      action, suit or proceeding and, once the Company gives notice of its intent
      to
      assume the defense, the Company shall have sole control over such defense with
      counsel of the Company’s choice. The foregoing right of indemnification shall
      not be available to a Covered Person to the extent that a court of competent
      jurisdiction in a final judgment or other final adjudication, in either case
      not
      subject to further appeal, determines that the acts or omissions of such Covered
      Person giving rise to the indemnification claim resulted from such Covered
      Person’s bad faith, fraud or willful criminal act or omission or that such right
      of indemnification is otherwise prohibited by law or by the Company’s Articles
      of Incorporation or Bylaws. The foregoing right of indemnification shall not
      be
      exclusive of any other rights of indemnification to which Covered Persons may
      be
      entitled under the Company’s Articles of Incorporation or Bylaws, as a matter of
      law, or otherwise, or any other power that the Company may have to indemnify
      such persons or hold them harmless.

    


    (d) Delegation
      of Authority to Senior Officers.
      The
      Administrator may delegate, on such terms and conditions as it determines,
      to
      one or more senior officers of the Company the authority to make grants of
      Awards to key employees (other than officers) of the Company and its
      Subsidiaries (including any such prospective key employee) and consultants
      of
      the Company and its Subsidiaries.

    


    (e) Awards
      to Non-Employee Directors.
      Notwithstanding anything to the contrary contained herein, the Board may, in
      its
      sole discretion, at any time and from time to time, grant Awards to Non-Employee
      Directors or administer the Plan with respect to such Awards. In any such case,
      the Board shall have all the authority and responsibility granted to the
      Administrator herein.

    


    
      	1.3.	
              Persons
                Eligible for Awards

            


    

    


    The
      persons eligible to receive Awards under the Plan are those directors,
      officers and key
      employees (including any prospective officer or key employee) and consultants
      of
      the Company and its Subsidiaries (collectively,
      “Key Persons”) as the Administrator
      shall
      select.

    


    
      
         

      

      
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      	1.4.	
              Types
                of Awards

            


    

    


    Awards
      may be made under the Plan in the form of (a) stock options, (b) stock
      appreciation rights, (c) restricted stock, (d) restricted stock units
      and (e) unrestricted stock, all as more fully set forth in the Plan. The
      term “Award”
      means any of the foregoing that are granted under the Plan.

    


    
      	1.5.	
              Shares
                Available for Awards; Adjustments for Changes in
                Capitalization

            


    

    


    (a) Maximum
      Number.
      Subject
      to adjustment as provided in Section 1.5(c), the aggregate number of shares
      of common stock of the Company, par value $0.01 (“Common Stock”), with
      respect to which Awards may at any time be granted under the Plan shall be
      2,000,000. The
      following shares
      of
      Common Stock shall again become available for Awards under the Plan:
      (i) any shares that are subject to an Award under the Plan and that remain
      unissued upon the cancellation or termination of such Award for any reason
      whatsoever; (ii) any shares of restricted stock forfeited pursuant to the
      Plan or the applicable Award Agreement; provided
      that any
      dividend equivalent rights with respect to such shares that have not theretofore
      been directly remitted to the grantee are also forfeited; and (iii) any
      shares in respect of which a stock appreciation right or restricted stock unit
      is settled for cash.

    


    (b) Source
      of Shares.
      Shares
      issued pursuant to the Plan may be authorized but unissued Common Stock or
      treasury shares. The Administrator may direct that any stock certificate
      evidencing shares issued pursuant to the Plan shall bear a legend setting forth
      such restrictions on transferability as may apply to such shares.

    


    (c) Adjustments.
      i)  In
      the
      event that the Administrator determines that any dividend or other distribution
      (whether in the form of cash, Company shares, other securities or other
      property), recapitalization, stock split, reverse stock split, reorganization,
      merger, consolidation, split-up, spin-off, combination, repurchase or exchange
      of Company shares or other securities of the Company, issuance of warrants
      or
      other rights to purchase Company shares or other securities of the Company,
      or
      other similar corporate transaction or event affects the Company shares such
      that an adjustment is determined by the Administrator to be appropriate or
      desirable, then the Administrator shall, in such manner as it may deem equitable
      or desirable, adjust the number of shares or other securities of the Company
      (or
      number and kind of other securities or property) with respect to which Awards
      may be granted under the Plan.

    


    (ii) The
      Administrator is authorized to make adjustments in the terms and conditions
      of,
      and the criteria included in, Awards in recognition of unusual or nonrecurring
      events (including the events described in Section 1.5(c)(i) or the
      occurrence of a Change in Control (as defined below)) affecting the Company,
      any
      Affiliate, or the financial statements of the Company or any Affiliate, or
      of
      changes in applicable rules, rulings, regulations or other requirements of
      any
      governmental body or securities exchange, accounting principles or law, whenever
      the Administrator determines that such adjustments are appropriate or
      desirable,
      including providing for (A) adjustment to (1) the
      number of shares or other securities of the Company (or number and kind of
      other
      securities or property) subject to outstanding Awards or to which outstanding
      Awards relate and (2) the Exercise Price (as defined below) with respect to
      any Award and (B) a
      substitution or assumption of Awards, accelerating the exercisability or vesting
      of, or lapse of restrictions on, Awards, or accelerating the termination of
      Awards by providing for a period of time for exercise prior to the occurrence
      of
      such event, or,
      if
      deemed appropriate or desirable, providing for a cash payment to the holder
      of
      an outstanding Award in consideration for the cancellation of such Award (it
      being understood that, in such event, any option or stock appreciation right
      having a per share Exercise Price equal to, or in excess of, the Fair Market
      Value of a share subject to such option or stock appreciation right may be
      cancelled and terminated without any payment or consideration
      therefor).

    


    
      
         

      

      
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    (iii) In
      the
      event of (A) a dissolution or liquidation of the Company, (B) a sale
      of all or substantially all the Company’s assets or (C) a merger,
      reorganization or consolidation involving the Company or one of its Subsidiaries
      (as defined below), the
      Administrator shall
      have the
      power to:

    


    (1)  provide
      that outstanding options, stock appreciation rights and restricted stock units
      (including any related dividend equivalent right) shall either continue in
      effect, be assumed or an equivalent award shall be substituted therefor by
      the
      successor corporation or a “parent corporation” (as defined in
      Section 424(e) of the Internal Revenue Code of 1986, as amended (the
“Code”)) or “subsidiary corporation” (as defined in Section 424(f) of the
      Code);

    


    (2)  cancel,
      effective immediately prior to the occurrence of such event, options, stock
      appreciation rights and restricted stock units (including each dividend
      equivalent right related thereto) outstanding immediately prior to such event
      (whether or not then exercisable) and, in full consideration of such
      cancellation, pay to the holder of such Award a cash payment in an amount equal
      to the excess, if any, of the Fair Market Value (as of a date specified by
      the
      Administrator) of the shares subject to such Award over the aggregate Exercise
      Price of such Award (it being understood that, in such event, any option or
      stock appreciation right having a per share Exercise Price equal to, or in
      excess of, the Fair Market Value of a share subject to such option or stock
      appreciation right may be cancelled and terminated without any payment or
      consideration therefor); or

    


    (3)  notify
      the holder of an option or stock appreciation right in writing or electronically
      that each option and stock appreciation right shall be fully vested and
      exercisable for a period of 30 days from the date of such notice, or such
      shorter period as the Administrator may determine to be reasonable, and the
      option or stock appreciation right shall terminate upon the expiration of such
      period (which period shall expire no later than immediately prior to the
      consummation of the corporate transaction).

    


    
      	1.6.	
              Definitions
                of Certain Terms

            


    

    


    (a) The
“Fair
      Market Value” of a share of Common Stock on any day shall be the closing price
      on the stock exchange upon which such shares are listed as reported for such
      day
      in The Wall Street Journal, or, if no such price is reported for such day,
      the
      average of the high bid and low asked price of Common Stock as reported for
      such
      day. If no quotation is made for the applicable day, the Fair Market Value
      of a
      share of Common Stock on such day shall be determined in the manner set forth
      in
      the preceding sentence for the next preceding trading day.
      Notwithstanding
      the
      foregoing, if there is no reported closing price or high bid/low asked price
      that satisfies the preceding sentences, or if otherwise deemed necessary or
      appropriate by the Administrator, the Fair Market Value of a share of Common
      Stock on any day shall be determined by such methods or procedures as shall
      be
      established from time to time by the Administrator.
      The
“Fair
      Market Value” of any property other than Common Stock shall be the fair market
      value of such property determined by such methods or procedures as shall be
      established from time to time by the Administrator.

    


    
      
         

      

      
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    (b) Unless
      otherwise set forth in an Award Agreement, in connection with a termination
      of
      employment or consultancy relationship or a dismissal from Board membership,
      for
      purposes of the Plan, the term “for Cause” shall be defined as
      follows:

    


    (i) if
      there
      is an employment, severance, change in control or other agreement governing
      the
      relationship between the grantee, on the one hand, and the Company or a
      Subsidiary, on the other hand, that contains a definition of “cause” (or similar
      phrase), for purposes of the Plan, the term “for Cause” shall mean those acts or
      omissions that would constitute “cause” under such agreement; or

    


    (ii) if
      the
      preceding clause (i) is not applicable to the grantee, for purposes of the
      Plan, the term “for Cause” shall mean any of the following:

    


    (A) any
      failure by the grantee substantially to perform the grantee’s employment or
      Board membership duties;

    


    (B) any
      excessive unauthorized absenteeism by the grantee;

    


    (C) any
      refusal by the grantee to obey the lawful orders of the Board or any other
      person to whom the grantee reports;

    


    (D) any
      act
      or omission by the grantee that is or may be injurious to the Company or any
      Affiliate, whether monetarily, reputationally or otherwise;

    


    (E) any
      act
      by the grantee that is inconsistent with the best interests of the Company
      or
      any Affiliate;

    


    (F) the
      grantee’s gross negligence that is injurious to the Company or any Affiliate,
      whether monetarily, reputationally or otherwise;

    


    (G) the
      grantee’s material violation of any of the Company’s policies, including,
      without limitation, those policies relating to discrimination or sexual
      harassment;

    


    (H) the
      grantee’s material breach of his or her employment or service contract with the
      Company or any Affiliate;

    


    (I) the
      grantee’s unauthorized (1) removal from the premises of the Company or an
      Affiliate of any document (in any medium or form) relating to the Company or
      an
      Affiliate or the customers or clients of the
      Company or an Affiliate or (2) disclosure to any person or entity
      of
      any of
      the Company’s, or any Affiliate’s, confidential or proprietary
      information;

    


    
      
         

      

      
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    (J) the
      grantee’s being convicted of, or entering a plea of guilty or nolo contendere
      to, any crime that constitutes a felony or involves moral turpitude;
      and

    


    (K) the
      grantee’s commission of any act involving dishonesty or fraud.

    


    Any
      rights the Company may have under the Plan in respect of the events giving
      rise
      to a termination or dismissal “for Cause” shall be in addition to any other
      rights the Company may have under any other agreement with a grantee or at
      law
      or in equity. Any determination of whether a grantee’s employment, consultancy
      relationship or Board membership is (or is deemed to have been) terminated
“for
      Cause” shall be made by the Administrator. If, subsequent to a grantee’s
      voluntary termination of employment or consultancy relationship or voluntarily
      resignation from the Board or involuntary termination of employment or
      consultancy relationship without Cause or removal from the Board other than
“for
      Cause”, it is discovered that the grantee’s employment or consultancy
      relationship or Board membership could have been terminated “for Cause”, the
      Administrator may deem such grantee’s employment or consultancy relationship or
      Board membership to have been terminated “for Cause” upon such discovery and
      determination by the Administrator.

    


    (c) “Affiliate”
      shall mean (i) any entity that, directly or indirectly, is controlled by,
      controls or is under common control with, the Company and (ii) any entity
      in which the Company has a significant equity interest, in either case as
      determined by the Administrator.

    


    (d) “Subsidiary”
      shall mean any entity in which the Company, directly or indirectly, has a 50%
      or
      more equity interest.

    


    (e) “Exercise
      Price” shall mean (i) in the case of options, the price specified in the
      applicable Award Agreement as the price-per-share at which such share can be
      purchased pursuant to the option or (ii) in the case of stock appreciation
      rights, the price specified in the applicable Award Agreement as the reference
      price-per-share used to calculate the amount payable to the
      grantee.

    


    ARTICLE
      II.

    Awards
      Under The Plan

    


    
      	2.1.	
              Agreements
                Evidencing Awards

            


    

    


    Each
      Award granted under the Plan shall
      be
      evidenced by a written certificate (“Award Agreement”), which shall
      contain such provisions as the Administrator may deem
      necessary or desirable and which may, but need not, require execution or
      acknowledgment by a grantee. The Award shall be subject to all of the terms
      and
      provisions of the Plan and the applicable Award Agreement.

    


    
      	2.2.	
              Grant
                of Stock Options and Stock Appreciation
                Rights

            


    

    


    (a) Stock
      Option Grants.
      The
      Administrator may grant stock options (“options”) to purchase shares of Common
      Stock from the Company to such Key Persons, and in such amounts and subject
      to
      such vesting and forfeiture provisions and other terms and
      conditions, as the Administrator shall determine, subject
      to the
      provisions of the Plan. No option will be treated as an “incentive stock option”
for purposes of the Code.

    


    
      
         

      

      
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    (b) Stock
      Appreciation Right Grants; Types of Stock Appreciation Rights.
      The
      Administrator may grant stock appreciation rights to such Key Persons, and
      in
      such amounts and subject to such vesting and forfeiture provisions and other
      terms and conditions, as the Administrator shall determine, subject to the
      provisions of the Plan. The terms of a stock appreciation right may provide
      that
      it shall be automatically exercised for a payment upon the happening of a
      specified event that is outside the control of the grantee and that it shall
      not
      be otherwise exercisable. Stock appreciation rights
      may be granted in connection with all or any part of, or independently of,
      any
      option granted under the Plan.

    


    (c) Nature
      of Stock Appreciation Rights.
      The
      grantee of a stock appreciation right shall have the right, subject to the
      terms
      of the Plan and the
      applicable Award Agreement, to receive from the Company an amount equal
      to
      (i) the excess of the Fair Market Value of a share of Common Stock on the
      date of exercise of the stock appreciation right over the Exercise Price of
      the
      stock appreciation right, multiplied by (ii) the number of shares with
      respect to which the stock appreciation right is exercised. Each Award Agreement
      with respect to a stock appreciation right shall set forth the Exercise Price
      of
      such Award and, unless otherwise specifically provided in the Award Agreement,
      the Exercise Price of a stock appreciation right shall equal the Fair Market
      Value of a share of Common Stock on the date of grant; provided
      that in
      no event may such Exercise Price be less than the greater of (A) the Fair
      Market Value of a share of Common Stock on the date of grant and (B) the
      par value of a share of Common Stock. Payment upon exercise of a stock
      appreciation right
      shall be in cash or in shares of Common Stock (valued at their Fair
      Market
      Value on
      the date of exercise of the stock appreciation right) or both, all as the
      Administrator shall determine. Upon the exercise of a stock appreciation right
      granted in connection with an option, the number of shares subject to the option
      shall be reduced by the number of shares with respect
      to which the stock appreciation right is exercised. Upon the exercise
      of
      an
      option in connection with which a stock appreciation right has been granted,
      the
      number of shares subject to the stock appreciation right shall be reduced
      by
      the
      number of shares with respect to which the option is exercised.

    


    (d) Option
      Exercise Price.
      Each
      Award Agreement with respect to an option shall set forth the Exercise Price
      of
      such Award and, unless otherwise specifically provided in the Award Agreement,
      the Exercise Price of an option shall equal the Fair Market Value of a share
      of
      Common Stock on the date of grant; provided
      that in
      no event may such Exercise Price be less than the greater of (i) the Fair
      Market Value of a share of Common Stock on the date of grant and (ii) the
      par value of a share of Common Stock.

    


    
      	2.3.	
              Exercise
                of Options and Stock Appreciation
                Rights

            


    

    


    Subject
      to the other provisions of this Article II and the Plan, each option and
      stock appreciation right granted under the Plan shall be exercisable as
      follows:

    


    (a) Timing
      and Extent of Exercise.
      Options
      and stock appreciation rights shall be exercisable at such times and under
      such
      conditions as determined by the Administrator and set forth in the corresponding
      Award Agreement, but in no event shall any portion of such Award be exercisable
      subsequent to the tenth anniversary of the date on which such Award was granted.
      Unless the applicable Award Agreement otherwise provides, an option or stock
      appreciation right may be exercised from time to time as to all or part of
      the
      shares as to which such Award
      is
      then exercisable.

    


    
      
         

      

      
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    (b) Notice
      of Exercise.
      An
      option or stock appreciation right shall be exercised by the filing of a written
      notice with the Company or the Company’s
      designated exchange agent (the “Exchange Agent”), on such form and
      in
      such
      manner as the Administrator shall prescribe.

    


    (c) Payment
      of Exercise Price.
      Any
      written notice of exercise of an option shall be accompanied by payment for
      the
      shares being purchased. Such payment shall be made: (i) by certified or
      official bank check (or the equivalent
      thereof acceptable to the Company or its Exchange Agent) for the
      full option
      Exercise Price; (ii) with the consent of the Administrator, which consent
      shall be given or withheld in the sole discretion of the Administrator, by
      delivery of shares
      of
      Common Stock having a Fair Market Value (determined as of the
      exercise
      date)
      equal to all or part of the option
      Exercise Price and a certified or official bank check (or the
      equivalent
      thereof
      acceptable to the Company or its Exchange Agent) for any remaining portion
      of
      the full option Exercise Price; or (iii) at the sole discretion of the
      Administrator and to the extent permitted by law, by such other provision,
      consistent with the terms of the Plan, as the Administrator may from time to
      time prescribe (whether directly or indirectly through the Exchange
      Agent).

    


    (d) Delivery
      of Certificates Upon Exercise.
      Subject
      to the provision of Sections 3.2, 3.4 and 3.13, promptly after
      receiving payment of the full option Exercise Price, or after receiving notice
      of the exercise of a stock appreciation right for which the Administrator
      determines payment will be made partly or entirely in shares, the Company or
      its
      Exchange Agent shall (i)
      deliver
      to the grantee, or to such other person as
      may
      then have the right to exercise the Award, a certificate or
      certificates
      for the
      shares of Common Stock for which the Award has been exercised or, in the case
      of
      stock appreciation rights, for which the Administrator determines will be made
      in shares or (ii) establish an account evidencing ownership of the stock in
      uncertificated form.  If
      the
      method of payment employed upon an option exercise so requires, and if
      applicable law permits, an optionee may direct the Company or its Exchange
      Agent, as the case may be, to deliver the stock certificate(s) to the optionee’s
      stockbroker.

    


    (e) No
      Stockholder Rights.
      No
      grantee of an option or stock appreciation right (or other person having the
      right to exercise such Award) shall have any of the rights of a stockholder
      of
      the Company with respect to shares subject to such Award until the issuance
      of a
      stock certificate to such person for such shares. Except as otherwise provided
      in Section 1.5(c), no adjustment shall be made for dividends, distributions
      or other rights (whether ordinary or extraordinary, and whether in cash,
      securities or other property) for
      which
      the record date is prior to the date such stock certificate is
      issued.

    


    
      	2.4.	
              Termination
                of Employment; Death Subsequent to a Termination of
                Employment

            


    

    


    (a) General
      Rule.
      Except
      to the extent otherwise provided in paragraphs (b), (c), (d), (e)
      or (f) of this Section 2.4 or Section 3.5(b)(iii), a grantee who
      incurs a termination of employment or consultancy relationship or dismissal
      from
      the Board may exercise any outstanding option or stock appreciation right on
      the
      following terms and conditions: (i) exercise may be made only to the extent
      that the grantee was entitled to exercise
      the Award on the date of termination of employment or consultancy relationship
      or dismissal from the Board, as applicable; and (ii) exercise
      must
      occur
      within three months after termination of employment or consultancy relationship
      or dismissal from the Board but in no event after the original expiration date
      of the Award.

    


    
      
         

      

      
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    (b) Dismissal
      “for Cause”.
      If a
      grantee incurs a termination
      of employment or consultancy relationship or dismissal from the Board, in either
      case “for Cause”,
      all
      options and stock appreciation rights not theretofore exercised shall terminate
      upon the grantee’s termination of employment or
      consultancy relationship or
      dismissal from the Board.

    


    (c) Retirement.
      If
      a
      grantee incurs a termination of employment as
      the
      result of his or her retirement (as defined below), then any outstanding option
      or stock appreciation right shall, to the extent exercisable at the time of
      such
      retirement, remain exercisable for a period of three years after such
      termination of employment; provided
      that in
      no event may such option or stock appreciation right be exercised following
      the
      original expiration date of the Award. For this purpose, “retirement” shall
mean
      a
      grantee’s resignation of employment, with the Company’s prior consent,
on
      or
      after (i) his or her 65th birthday, (ii) the date on which he or she
      has attained age 60 and completed at least five years of service with the
      Company (using any method
      of
      calculation the Administrator deems appropriate) or (iii) if approved by
      the
      Administrator, on or after his or her having completed at least 20 years of
      service with the Company (using any method of calculation the Administrator
      deems appropriate).

    


    (d) Disability.
      If
      a
      grantee incurs a termination of employment or a dismissal from the Board
      by
      reason
      of a disability (as defined below), then any outstanding option or stock
      appreciation right shall, to the extent exercisable at the time of such
      termination, remain exercisable for a period of one year after such termination
      of employment; provided
      that in
      no event may such option or stock appreciation right be exercised following
      the
      original expiration date of the Award. For this purpose, “disability” shall mean
      any physical or mental condition that would qualify the grantee for a disability
      benefit under the long-term disability plan maintained by the Company or, if
      there is no such plan, a physical or mental condition that prevents the grantee
      from performing the essential functions of the grantee’s position (with or
      without reasonable accommodation) for a period of six consecutive months. The
      existence of a disability shall be determined by the Administrator.

    


    (e) Death.

    


    (i) Termination
      of Employment as a Result of Grantee’s Death.
      If a
      grantee incurs a termination of employment or leaves the Board as the result
      of
      his or her death, then
      any
      outstanding option or stock appreciation right shall, to the extent exercisable
      at the time of such termination, remain exercisable
      for a
      period of one year after such termination of employment; provided
      that in
      no event may such option or stock appreciation right be exercised following
      the
      original expiration date of the Award.

    


    (ii) Restrictions
      on Exercise Following Death.
      Any
      such
      exercise
      of an
      Award following a grantee’s death shall be made only by the grantee’s executor
      or administrator or other duly appointed representative reasonably acceptable
      to the Administrator, unless the grantee’s will specifically
      disposes
      of such
      Award, in which case such exercise shall be made only by the recipient of such
      specific disposition. If a grantee’s personal representative or the recipient of
      a specific disposition under the grantee’s will shall be entitled to exercise
      any Award pursuant to the preceding sentence, such representative or recipient
      shall be bound by all the terms and conditions of the Plan and the applicable
      Award Agreement which would have applied to the grantee.

    


    
      
         

      

      
        9

        
          

        

      

      
         

      

       

    

    (f) Administrator
      Discretion.
      The
      Administrator, in the applicable Award Agreement, may waive or modify the
      application of the foregoing provisions of this Section 2.4.

    


    
      	2.5.	
              Transferability
                of Options and Stock Appreciation
                Rights

            


    

    


    Except
      as
      otherwise provided in an applicable Award Agreement evidencing an option or
      stock appreciation right, during the lifetime of a grantee, each such Award
      granted to a grantee shall be exercisable
      only by the grantee, and no such Award shall
      be
      assignable or transferable other than by will or by the laws of descent and
      distribution. The Administrator
      may, in any applicable Award Agreement evidencing an option or stock
      appreciation right, permit a grantee to transfer all or some of the options
      or
      stock appreciation rights to (a) the grantee’s spouse, children or
      grandchildren (“Immediate Family Members”), (b) a trust or trusts for the
      exclusive benefit of such Immediate Family Members or (c) other parties
      approved by the Administrator. Following any such transfer, any transferred
      options and stock appreciation rights shall continue to be subject to the same
      terms and conditions as were applicable immediately prior to the
      transfer.

    


    
      	2.6.	
              Grant
                of Restricted Stock

            


    

    


    (a) Restricted
      Stock Grants.
      The
      Administrator may grant restricted shares of Common Stock to such Key Persons,
      in such amounts and subject to such vesting and forfeiture provisions and other
      terms and conditions as the Administrator shall determine, subject to the
      provisions of the Plan. A
      grantee
      of a restricted stock Award shall
      have no
      rights with respect to such Award unless such grantee accepts the Award within
      such period as the Administrator shall specify by accepting delivery of a
restricted
      stock agreement in such form as the Administrator shall determine and,
      in
      the
      event the restricted shares are newly issued by the Company, makes payment
      to
      the
      Company or its Exchange Agent by certified or official bank check (or
      the equivalent
      thereof acceptable to the Company and the Administrator) in an amount at least
      equal to the
      par
      value of the shares covered by the Award (which payment may be waived at the
      time of grant of the restricted stock Award to the extent the restricted shares
      granted hereunder are otherwise deemed to be fully paid and
      non-assessable).

    


    (b) Issuance
      of Stock Certificate.
      Promptly after a grantee accepts
      a
      restricted stock Award in accordance with Section 2.6(a), subject to
      Sections 3.2, 3.4 and 3.13, the Company or its Exchange Agent shall
      issue
      to the
      grantee a stock certificate or stock certificates for the shares of Common
      Stock
      covered by the Award or shall establish an account evidencing ownership of
      the
      stock in uncertificated form. Upon the issuance of such stock certificates,
      or
      establishment of such account, the grantee shall have the rights of a
      stockholder with respect to the restricted stock, subject to: (i) the
      nontransferability restrictions and forfeiture provision described in the Plan
      (including paragraphs (d)
      and (e) of this Section 2.6); (ii) in the Administrator’s sole
      discretion, a requirement that any dividends paid on such shares shall be held
      in escrow
      and
      shall remain forfeitable until all restrictions on such shares have lapsed;
      and
      (iii) any other restrictions and conditions contained in the applicable
      Award Agreement.

    


    (c) Custody
      of Stock Certificate.
      Unless
      the Administrator shall otherwise determine, any stock certificates issued
      evidencing shares of restricted
      stock shall remain in the possession of the Company until such
      shares
      are free
      of any restrictions specified in the applicable Award Agreement.
      The Administrator may direct that such stock certificates bear a
      legend
      setting
      forth the applicable restrictions on transferability. 

    


    
      
         

      

      
        10

        
          

        

      

      
         

      

       

    

    (d) Nontransferability.
      Shares
      of restricted stock may not be sold, assigned, transferred, pledged or otherwise
      encumbered or disposed of prior to the lapsing of all restrictions thereon,
      except as otherwise specifically provided in this Plan or the applicable Award
      Agreement.
      The Administrator at the time of grant shall specify the
      date or
      dates (which may depend upon or be related to the attainment of performance
      goals and other conditions) on which the nontransferability of the restricted
      stock shall lapse. 

    


    (e) Consequence
      of Termination of Employment.
      A
      grantee’s termination of employment or consultancy relationship or dismissal
      from the Board for any reason (including death) shall cause the immediate
      forfeiture of all shares of restricted stock that have not yet vested as of
      the
      date of such termination of employment or
      consultancy relationship or dismissal from the Board.
      All
      dividends paid on such shares
      that have not theretofore been directly remitted to the grantee shall also
      be
      forfeited, whether by termination of any escrow arrangement
      under
      which such dividends are held or otherwise. The
      Administrator, in the applicable Award Agreement, may waive or modify the
      application of the foregoing provisions of this
      Section 2.6(e).

    


    
      	2.7.	
              Grant
                of Restricted Stock Units

            


    

    


    (a) Restricted
      Stock Unit Grants.
      The
      Administrator may grant restricted stock units to such Key Persons, and in
      such
      amounts and subject to such vesting and forfeiture provisions and other terms
      and conditions, as the Administrator shall determine, subject to the provisions
      of the Plan. A restricted stock unit granted under the Plan shall confer upon
      the grantee a right to receive from the Company, upon the occurrence of such
      vesting event as shall be determined by the Administrator and specified in
      the
      Award Agreement, the number of such grantee’s restricted stock units that vest
      upon the occurrence of such vesting event multiplied by the Fair Market Value
      of
      a share of Common Stock on the date of vesting. Payment upon vesting of a
      restricted stock unit shall
      be
      in cash or in shares of Common Stock (valued at their Fair Market
      Value on
      the date of vesting) or both, all as the Administrator shall
      determine.

    


    (b) Dividend
      Equivalents.
      The
      Administrator may include in any Award Agreement with respect to a restricted
      stock unit a dividend equivalent right entitling the grantee to receive amounts
      equal to the ordinary dividends that would be paid, during the time such Award
      is outstanding and unvested, on the shares of Common Stock underlying such
      Award
      if such shares were then outstanding. In the event such a provision is included
      in a Award Agreement, the Administrator shall determine whether such payments
      shall be (i) paid to the holder of the Award either (A) at the same
      time as the underlying dividends are paid, regardless of the fact that the
      restricted stock unit has not theretofore vested, or (B) at the time at
      which the Award’s vesting event occurs, conditioned upon the occurrence of the
      vesting event, (ii) made in cash, shares of Common Stock or other property
      and (iii) subject to such other vesting and forfeiture provisions and other
      terms and conditions as the Administrator shall deem appropriate and as shall
      set forth in the Award Agreement.

    


    
      
         

      

      
        11

        
          

        

      

      
         

      

       

    

    (c) Consequence
      of Termination of Employment.
      A
      grantee’s termination of employment or
      consultancy relationship or dismissal from the Board for
      any
      reason (including death) shall cause the immediate forfeiture of all restricted
      stock units that have not yet vested as of the date of such termination of
      employment or
      consultancy relationship or dismissal from the Board.
      Any
      dividend equivalent rights that
      have
      not theretofore been directly remitted to the grantee shall also be forfeited,
      whether by termination of any escrow arrangement
      under
      which such dividends are held or otherwise. The
      Administrator, in the applicable Award Agreement, may waive or modify the
      application of the foregoing provisions of this
      Section 2.7(c).

    


    (d) No
      Stockholder Rights.
      No
      grantee of a restricted stock unit shall have any of the rights of a stockholder
      of the Company with respect to such Award unless and until a stock certificate
      is issued with respect to such Award upon the vesting of such Award (it being
      understood that the Administrator shall determine whether to pay any vested
      restricted stock unit in the form of cash or Company shares or both). Except
      as
      otherwise provided in Section 1.5(c), no adjustment to any restricted stock
      unit shall be made for dividends, distributions or other rights (whether
      ordinary or extraordinary, and whether in cash, securities or other property)
      for
      which
      the record date is prior to the date such stock certificate, if any, is
      issued.

    


    (e) Transferability
      of Restricted Stock Units.
      Except
      as otherwise provided in an applicable Award Agreement evidencing a restricted
      stock unit, no restricted stock unit granted under the Plan shall
      be
      assignable or transferable. The Administrator
      may, in any applicable Award Agreement evidencing a restricted stock unit,
      permit a grantee to transfer all or some of the restricted stock units to (i)
      the grantee’s Immediate Family Members, (ii) a trust or trusts for the exclusive
      benefit of such Immediate Family Members or (iii) other parties approved by
      the
      Administrator. Following any such transfer, any transferred restricted stock
      units shall continue to be subject to the same terms and conditions as were
      applicable immediately prior to the transfer.

    


    
      	2.8.	
              Grant
                of Unrestricted Stock

            


    

    


    The
      Administrator may grant (or sell at a purchase price at least equal to par
      value) shares of Common Stock free of restrictions under the Plan to such
Key
      Persons and in such amounts and subject to such forfeiture provisions as
      the
      Administrator shall determine. Shares may be thus granted or sold in respect
      of
      past services or other valid consideration.

    


    ARTICLE
      III.

    Miscellaneous

    


    
      	3.1.	
              Amendment
                of the Plan; Modification of
                Awards

            


    

    


    (a) Amendment
      of the Plan.
      The
      Board may from time to time suspend,
      discontinue, revise or amend the Plan in any respect whatsoever,
      except that
      no
      such amendment shall materially impair any rights or materially
      increase
      any
      obligations under any Award theretofore made under the Plan without the consent
      of the grantee (or, upon the grantee’s death, the person having the right to
      exercise the Award). For purposes of this Section 3.1, any action of the
      Board or the Administrator that in any way alters or affects the tax treatment
      of any Award shall not be considered to materially impair any rights of any
      grantee.

    


    
      
         

      

      
        12

        
          

        

      

      
         

      

       

    

    (b) Stockholder
      Approval Requirement.
      If
      required by applicable rules or regulations of a national securities exchange
      or
      the SEC, the Company shall obtain stockholder approval with respect to any
      amendment to the Plan that (i) materially increases the benefits under the
      Plan to persons whose transactions in Common Stock are subject to
      Section 16(b) of the 1934 Act, (ii) increases the number of shares
      which may be issued under the Plan (except as permitted pursuant to
      Section 1.5(c)), (iii) has the effect of a “re-pricing” of any
      outstanding Award or (iv) modifies the eligibility requirements of persons
      eligible to receive Awards under the Plan. 

    


    (c) Modification
      of Awards.
      The
      Administrator may cancel any Award under the Plan. The Administrator also may
      amend any outstanding Award Agreement, including, without limitation, by
      amendment which would: (i) accelerate the time or times at which the Award
      becomes unrestricted, vested or may be exercised; (ii) waive or amend any
      goals, restrictions or conditions set forth in the Award Agreement; or
      (iii) waive or amend the operation of Section 2.4 with respect to the
      termination of the Award upon termination of employment or consultancy
      relationship or dismissal from the Board. However, any such cancellation or
      amendment that materially impairs the rights or materially increases the
      obligations of a grantee under an outstanding Award shall be made only with
      the
      consent of the grantee (or, upon the grantee’s death, the person having the
      right to exercise the Award). In making any modification to an Award, the
      Administrator may consider the implications under Section 409A of the Code
      of such modification.

    


    
      	3.2.	
              Consent
                Requirement

            


    

    


    (a) No
      Plan Action Without Required Consent.
      If the
      Administrator shall at any time determine that any Consent (as defined below)
      is
necessary
      or desirable as a condition of, or in connection with, the granting
      of
      any
      Award under the Plan, the issuance or purchase of shares or other rights
thereunder,
      or the taking of any other action thereunder (each such action being
      hereinafter referred to as a “Plan Action”), then such Plan Action shall not be
      taken, in whole or in part, unless and until such Consent shall have been
      effected or obtained to the full satisfaction of the Administrator.

    


    (b) Consent
      Defined.
      The
      term “Consent” as used herein with respect to any Plan Action means (i) any
      and all listings, registrations or qualifications in respect thereof upon any
      securities exchange or under any federal, state or local law, rule or
      regulation, (ii) any and all written agreements
      and representations by the grantee with respect to the disposition
      of
      shares,
      or with respect to any other matter, which the Administrator shall deem
      necessary or desirable to comply with the terms of any such listing,
      registration or qualification or to obtain an exemption from the requirement
      that any such listing, qualification or registration be made and (iii) any
      and all consents, clearances and approvals in respect of a Plan Action by any
      governmental or other regulatory bodies.

    


    
      	3.3.	
              Nonassignability

            


    

    


    Except
      as
      provided in Sections 2.4(e), 2.5, 2.6(d) or 2.7(e), (a) no
      Award or right granted to any person under the Plan or under any Award Agreement
      shall be assignable or transferable other than by will or by the laws of descent
      and distribution and (b) all rights granted under the Plan or any
      Award
      Agreement shall be exercisable during the life of the grantee only
      by the
      grantee or the grantee’s legal representative or the grantee’s permissible
      successors or assigns (as authorized and determined by the Administrator).
      All
      terms and conditions of the Plan and the applicable Award Agreements will be
      binding upon any permitted successors or assigns.

    


    
      
         

      

      
        13

        
          

        

      

      
         

      

       

    

    
      	3.4.	
              Taxes

            


    

    


    (a) Withholding.
      A
      grantee or other Award holder under the Plan shall be required to pay, in cash,
      to the Company, and the Company and Affiliates shall have the right and are
      hereby authorized to withhold from any Award, from any payment due or transfer
      made under any Award or under the Plan or from any compensation or other amount
      owing to such grantee or other Award holder, the amount of any applicable
      withholding taxes in respect of an Award, its grant, its exercise, its vesting,
      or any payment or transfer under an Award or under the Plan, and to take such
      other action as may be necessary in the opinion of the Company to satisfy all
      obligations for payment of such taxes. Whenever shares of Common Stock are
      to be
      delivered pursuant to an Award under the Plan, with the approval of the
      Administrator, which the Administrator shall have sole discretion whether or
      not
      to give, the grantee may satisfy the foregoing condition by electing to have
      the
      Company withhold from delivery shares having a value equal to the amount of
      minimum tax required to be withheld. Such shares shall
      be
      valued at their Fair Market Value as of the date on which the amount
      of
      tax to
      be withheld is determined. Fractional share amounts shall be settled in
cash.
      Such a withholding election may be made with respect to all or any
      portion
      of the
      shares to be delivered pursuant to an Award.

    


    (b) Liability
      for Taxes.
      Grantees and holders of Awards are solely responsible and liable for the
      satisfaction of all taxes and penalties that may arise in connection with Awards
      (including, without limitation, any taxes arising under Section 409A of the
      Code), and the Company shall not have any obligation to indemnify or otherwise
      hold any such person harmless from any or all of such taxes. The Administrator
      shall have the discretion to organize any deferral program, to require deferral
      election forms, and to grant or to unilaterally modify any Award in a manner
      that (i) conforms with the requirements of Section 409A of the Code,
      (ii) voids any participant election to the extent it would violate
      Section 409A of the Code and (iii) for any distribution event or
      election that could be expected to violate Section 409A of the Code, make
      the distribution only upon the earliest of the first to occur of a “permissible
      distribution event” within the meaning of Section 409A of the Code or a
      distribution event that the participant elects in accordance with
      Section 409A of the Code. The Administrator shall have the sole discretion
      to interpret the requirements of the Code, including, without limitation,
      Section 409A, for purposes of the Plan and all Awards.

    


    
      	3.5.	
              Change
                in Control

            


    

    


    (a) Change
      in Control Defined.
      For
      purposes of the Plan, “Change in Control” shall mean the occurrence of any of
      the following:

    


    (i) any
      “person” (as defined in Section 13(d)(3) of the 1934 Act), corporation
      or other entity (other than (A) the Company, (B) any trustee or other
      fiduciary holding securities under an employee benefit plan of the Company
      or an
      Affiliate, or (C) any company or other entity owned, directly or
      indirectly, by the holders of the voting stock of the Company in substantially
      the same proportions as their ownership of the aggregate voting power of the
      capital stock ordinarily entitled to elect directors of the Company) acquires
      “beneficial ownership” (as defined in Rule 13d-3 under the 1934 Act),
      directly or indirectly, of more than 50% of the aggregate voting power of the
      capital stock ordinarily entitled to elect directors of the
      Company;

    


    
      
         

      

      
        14

        
          

        

      

      
         

      

       

    

    (ii) the
      sale
      of all or substantially all the Company’s assets in one or more related
      transactions to a person or group of persons, other than such a sale (A) to
      a Subsidiary which does not involve a change in the equity holdings of the
      Company, or (B) to an entity which has acquired all or substantially all
      the Company’s assets (any such entity described in clause (A) or (B), the
“Acquiring Entity”) if, immediately following such sale, 50% or more of the
      aggregate voting power of the capital stock ordinarily entitled to elect
      directors of the Acquiring Entity (or, if applicable, the ultimate parent entity
      that directly or indirectly has beneficial ownership of more than 50% of the
      aggregate voting power of the capital stock ordinarily entitled to elect
      directors of the Acquiring Entity) is beneficially owned by the holders of
      the
      voting stock of the Company, and such voting power among the persons who were
      holders of the voting stock of the Company immediately prior to such sale is,
      immediately following such sale, held in substantially the same proportions
      as
      the aggregate voting power of the capital stock ordinarily entitled to elect
      directors of the Company immediately prior to such sale;

    


    (iii) any
      merger, consolidation, reorganization or similar event of the Company or any
      Subsidiary as a result of which the holders of the voting stock of the Company
      immediately prior to such merger, consolidation, reorganization or similar
      event
      do not directly or indirectly hold 50% or more of the aggregate voting power
      of
      the capital stock of the surviving entity (or, if applicable, the ultimate
      parent entity that directly or indirectly has beneficial ownership of more
      than
      50% of the aggregate voting power of the capital stock ordinarily entitled
      to
      elect directors of the surviving entity) and such voting power among the persons
      who were holders of the voting stock of the Company immediately prior to such
      sale is, immediately following such sale, held in substantially the same
      proportions as the aggregate voting power of the capital stock ordinarily
      entitled to elect directors of the Company immediately prior to such
      sale;

    


    (iv) the
      approval by the Company’s stockholders of a plan of complete liquidation or
      dissolution of the Company; or

    


    (v) during
      any period of 12 consecutive calendar months, individuals:

    


    
      	 	
              (A)

            	
              who
                were directors of the Company on the first day of such period,
                or

            


    

    


    
      	 	
              (B)

            	
              whose
                election or nomination for election to the Board was recommended
                or
                approved by at least a majority of the directors then still in office
                who
                were directors of the Company on the first day of such period, or
                whose
                election or nomination for election were so
                approved,

            


    

    


    shall
      cease to constitute a majority of the Board;

    


    provided,
      however,
      that
      (1) in no event shall a Change in Control be deemed to have occurred in
      connection with any definitive agreement entered into prior to the adoption
      of
      the Plan or a merger of the Company with Star Maritime Acquisition Corp., with
      the Company being the surviving corporation, and (2) notwithstanding the
      foregoing, for each Award subject to Section 409A of the Code, a Change in
      Control shall be deemed to occur under this Plan with respect to such Award
      only
      if a change in the ownership or effective control of the Company or a change
      in
      the ownership of a substantial portion of the assets of the Company shall also
      be deemed to have occurred under Section 409A of the Code, provided
      that
      this clause (2) shall apply to such Award only to the extent necessary to avoid
      adverse tax effects under Section 409A of the Code.

    


    
      
         

      

      
        15

        
          

        

      

      
         

      

       

    

    (b) Effect
      of a Change in Control.
      Unless
      the Administrator provides otherwise in a Award Agreement, upon the occurrence
      of a Change in Control:

    


    (i) notwithstanding
      any other provision of this Plan, any Award then
      outstanding shall become fully vested and any Award in the form of
      an
      option
      or stock appreciation right shall be immediately exercisable;

    


    (ii) to
      the
      extent permitted by law and not otherwise limited by the terms of the Plan,
      the
      Administrator may amend any Award Agreement in such manner as it deems
      appropriate;

    


    (iii) a
      grantee
      who incurs a termination of employment or
      consultancy relationship or
      dismissal from the Board for any reason,
      other than a termination or dismissal “for Cause”, concurrent with or within one
      year following
      the Change in Control may exercise any outstanding option or stock
      appreciation right, but only to the extent that the grantee was entitled to
      exercise the Award on the date of his or her termination of employment
or
      consultancy relationship or
      dismissal from the Board, until the earlier of (A) the original expiration
      date of the Award and (B) the later of (x) the date provided for under
      the terms of Section 2.4 without reference to this Section 3.5(b)(iii)
      and (y) the first anniversary of the grantee’s termination
      of employment or
      consultancy relationship or
      dismissal from the Board.

    


    (c) Miscellaneous.
      Whenever deemed appropriate by the Administrator, any
      action
      referred to in paragraph (b)(ii) of this Section 3.5 may be made
      conditional upon the consummation of the applicable Change in Control
      transaction.

    


    
      	3.6.	
              Operation
                and Conduct of Business

            


    

     

    Nothing
      in the Plan or any Award Agreement shall be construed as limiting or preventing
      the Company or any Affiliate from taking any action with respect to the
      operation and conduct of their business that they deem appropriate or in their
      best interests, including any or all adjustments, recapitalizations,
      reorganizations, exchanges or other changes in the capital structure of the
      Company or any Affiliate, any merger or consolidation of the Company or any
      Affiliate, any issuance of Company shares or other securities or subscription
      rights, any issuance of bonds, debentures, preferred or prior preference stock
      ahead of or affecting the Common Stock or other securities or rights thereof,
      any dissolution or liquidation of the Company or any Affiliate, any sale or
      transfer of all or any part of the assets or business of the Company or any
      Affiliate, or any other corporate act or proceeding, whether of a similar
      character or otherwise.

    


    
      	3.7.	
              No
                Rights to Awards

            


    

     

    No
      Key
      Person or other person shall have any claim to be granted any Award under the
      Plan.

    


    
      
         

      

      
        16

        
          

        

      

      
         

      

       

    

    
      	3.8.	
              Right
                of Discharge Reserved

            


    

     

    Nothing
      in the Plan or in any Award Agreement shall confer upon any grantee
      the right to continue his or her employment with the Company or any of its
      Subsidiaries, his or her consultancy relationship with the Company or any of
      its
      Subsidiaries or his or her position as a director of the Company or any of
      its
      Subsidiaries or affect any right that the
      Company
      or any of its Subsidiaries
      may have
      to terminate such employment or consultancy relationship or service as a
      director.

    


    
      	3.9.	
              Non-Uniform
                Determinations

            


    

     

    The
      Administrator’s determinations and the treatment of Key Persons and grantees and
      their beneficiaries under the Plan need not be uniform and may be made and
      determined by the Administrator selectively among persons who receive, or who
      are eligible to receive, Awards under the Plan (whether or not such persons
      are
      similarly situated).
      Without limiting the generality of the foregoing, the Administrator
      shall
      be
      entitled, among other things, to make non-uniform and selective determinations,
      and to enter into non-uniform and selective Award Agreements, as to (a) the
      persons to receive Awards under the Plan, (b) the types of Awards granted
      under the Plan, (c) the number of shares to be covered by, or with respect
      to which payments, rights or other matters are to be calculated with respect
      to,
      Awards and (d) the terms and conditions of Awards.

     

    
      	3.10.	
              Other
                Payments or Awards

            


    

     

    Nothing
      contained in the Plan shall be deemed in any way to limit or restrict the
      Company from making any award or payment to any person under any other
      plan, arrangement or understanding, whether now existing or hereafter
      in
      effect.

    


    
      	3.11.	
              Headings

            


    

     

    Any
      section, subsection, paragraph or other subdivision headings contained
      herein are for the purpose of convenience only and are not intended
      to
      expand,
      limit or otherwise define the contents of such subdivisions.

    


    
      	3.12.	
              Effective
                Date and Term of Plan

            


    

     

    (a) Adoption;
      Stockholder Approval.
      The
      Plan was adopted by the Board and approved by the Company’s stockholders on
      February 8, 2007. The Board may, but need not, make the granting of any Awards
      under the Plan subject to the approval of the Company’s
      stockholders.

    


    (b) Termination
      of Plan.
      The
      Board may terminate the Plan at any time. All Awards made under the Plan prior
      to its
      termination shall remain in effect until such Awards have been satisfied
      or
      terminated in accordance with the terms and provisions of the Plan and the
      applicable Award Agreements. No Awards may be granted under the Plan following
      the tenth anniversary of the date on which the Plan was adopted by the
      Board.

    


    
      
         

      

      
        17

        
          

        

      

      
         

      

       

    

    
      	3.13.	
              Restriction
                on Issuance of Stock Pursuant to
                Awards

            


    

     

    The
      Company shall not permit any shares of Common Stock to be issued pursuant
      to Awards granted under the Plan unless such shares of Common Stock
      are
      fully
      paid and non-assessable under applicable law. Notwithstanding anything to the
      contrary in the Plan or any Award Agreement, at the time of the exercise of
      any
      Award, at the time of vesting of any Award or at the time of grant of any
      unrestricted shares under the Plan, the Company and the Administrator may,
      if
      either shall deem it necessary or advisable for any reason, require the holder
      of an Award (a) to represent in writing to the Company that it is the Award
      holder’s then-intention to acquire the shares with respect to which the Award is
      granted for investment and not with a view to the distribution thereof or
      (b) to postpone the date of exercise until such time as the Company has
      available for delivery to the Award holder a prospectus meeting the requirements
      of all applicable securities laws; and no shares shall
      be
      issued or transferred in connection with any Award unless and until all legal
      requirements applicable to the issuance or transfer of such shares have been
      complied with to the satisfaction of the Company and the Administrator. The
      Company and the Administrator shall have the right to condition any issuance
      of
      shares to any Award holder hereunder on such person’s undertaking in writing to
      comply with such restrictions on the subsequent transfer of such shares as
      the
      Company or the Administrator shall deem necessary or advisable as a result
      of
      any applicable law, regulation or official interpretation thereof, and all
      share
      certificates delivered under the Plan shall be subject to such stop transfer
      orders and other restrictions as the Company or the Administrator may deem
      advisable under the Plan, the applicable Award Agreement or the rules,
      regulations and other requirements of the SEC, any
      stock
      exchange upon which such shares are listed,
      and any
      applicable securities or other laws, and certificates representing such shares
      may contain a legend to reflect any such restrictions. The Administrator may
      refuse to issue or transfer any shares or other consideration under an Award
      if
      it determines that the issuance or transfer of such shares or other
      consideration might violate any applicable law or regulation or entitle the
      Company to recover the same under Section 16(b) of the 1934 Act, and
      any payment tendered to the Company by a grantee or other Award holder in
      connection with the exercise of such Award shall be promptly refunded to the
      relevant grantee or other Award holder. Without limiting the generality of
      the
      foregoing, no Award granted under the Plan shall be construed as an offer to
      sell securities of the Company, and no such offer shall be outstanding, unless
      and until the Administrator has determined that any such offer, if made, would
      be in compliance with all applicable requirements of any applicable securities
      laws.

    


    
      	3.14.	
              Requirement
                of Notification of Election Under Section 83(b) of the
                Code

            


    

    


    If
      an
      Award recipient, in connection with the acquisition of Company shares under
      the
      Plan, makes an election under Section 83(b) of the Code (to include in
      gross income in the year of transfer the amounts specified in Section 83(b)
      of the Code), the grantee shall notify the Administrator of such election within
      ten days of filing notice of the election with the U.S. Internal Revenue
      Service, in addition to any filing and notification required pursuant to
      regulations issued under Section 83(b) of the Code.

    


    
      	3.15.	
              Severability

            


    

    


    If
      any
      provision of the Plan or any Award is or becomes or is deemed to be invalid,
      illegal, or unenforceable in any jurisdiction or as to any person or Award,
      or
      would disqualify the Plan or any Award under any law deemed applicable by the
      Administrator, such provision shall be construed or deemed amended to conform
      to
      the applicable laws or, if it cannot be construed or deemed amended without,
      in
      the determination of the Administrator, materially altering the intent of the
      Plan or the Award, such provision shall be stricken as to such jurisdiction,
      person or Award and the remainder of the Plan and any such Award shall remain
      in
      full force and effect.

    


    
      
         

      

      
        18

        
          

        

      

      
         

      

       

    

    
      	3.16.	
              Governing
                Law

            


    

     

    The
      Plan will
      be
      construed and administered in accordance with the laws of the State
      of
      New
      York, without giving effect to principles of conflict of laws.

     

    
      
         

      

      
        19