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                                                                   EXHIBIT 10.22


                         OMRIX BIOPHARMACEUTICALS, INC.

                           2006 EQUITY INCENTIVE PLAN
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                                                                               .
                                                                               .
                                                                               .
                         OMRIX BIOPHARMACEUTICALS, INC.

                           2006 EQUITY INCENTIVE PLAN

<TABLE>
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     Section                                                                Page
<S>                                                                         <C>
1.   Purpose; Types of Awards; Construction.                                   1

2.   Definitions.                                                              1

3.   Administration.                                                           5

4.   Eligibility.                                                              6

5.   Stock Subject to the Plan.                                                6

6.   Specific Terms of Awards.                                                 8

7.   General Provisions.                                                      12
</TABLE>
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                         OMRIX BIOPHARMACEUTICALS, INC.

                           2006 EQUITY INCENTIVE PLAN

            1.    Purpose; Types of Awards; Construction.

            The purposes of the Omrix Biopharmaceuticals, Inc. 2006 Equity
Incentive Plan (the "Plan") are to afford an incentive to non-employee
directors, selected officers and other employees, advisors and consultants of
Omrix Biopharmaceuticals, Inc. (the "Company"), or any Parent or Subsidiary of
the Company that now exists or hereafter is organized or acquired, to continue
as non-employee directors, officers or employees, advisors or consultants, as
the case may be, to increase their efforts on behalf of the Company and its
Subsidiaries and to promote the success of the Company's business. The Plan
provides for the grant of Options (including "incentive stock options" and
"nonqualified stock options"), stock appreciation rights, restricted stock,
restricted stock units and other stock-based awards. The Plan is designed so
that Awards granted hereunder intended to comply with the requirements for
"performance-based compensation" under Section 162(m) of the Code may comply
with such requirements, and the Plan and Awards shall be interpreted in a manner
consistent with such requirements.

            2.    Definitions.

            For purposes of the Plan, the following terms shall be defined as
set forth below:

                  (a) "Award" means any Option, SAR, Restricted Stock,
Restricted Stock Unit or Other Stock-Based Award granted under the Plan.

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

                  (c)   "Board" means the Board of Directors of the Company.

                  (d) "Change in Control" means a change in control of the
Company, which will be deemed to have occurred if:

                        (i) any "person," as such term is used in Sections 13(d)
            and 14(d) of the Exchange Act (other than (A) the Company, (B) any
            trustee or other fiduciary holding securities under an employee
            benefit plan of the Company, and (C) any corporation owned, directly
            or indirectly, by the stockholders of the Company in substantially
            the same proportions as their ownership of Stock), is or becomes the
            "beneficial owner" (as defined in Rule 13d-3 under the Exchange
            Act), directly or indirectly, of securities of the Company
            representing 30% or more of the combined voting power of the
            Company's then outstanding voting securities (excluding any person
            who becomes such a beneficial owner in
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            connection with a transaction immediately following which the
            individuals who comprise the Board immediately prior thereto
            constitute at least a majority of the Board, the entity surviving
            such transaction or, if the Company or the entity surviving the
            transaction is then a subsidiary, the ultimate parent thereof);

                        (ii) the following individuals cease for any reason to
            constitute a majority of the number of directors then serving:
            individuals who, on the Effective Date, constitute the Board and any
            new director (other than a director whose initial assumption of
            office is in connection with an actual or threatened election
            contest, including but not limited to a consent solicitation,
            relating to the election of directors of the Company) whose
            appointment or election by the Board or nomination for election by
            the Company's stockholders was approved or recommended by a vote of
            at least two-thirds (2/3) of the directors then still in office who
            either were directors on the Effective Date or whose appointment,
            election or nomination for election was previously so approved or
            recommended;

                        (iii) there is consummated a merger or consolidation of
            the Company or any direct or indirect subsidiary of the Company with
            any other corporation, other than a merger or consolidation
            immediately following which the individuals who comprise the Board
            immediately prior thereto constitute at least a majority of the
            Board, the entity surviving such merger or consolidation or, if the
            Company or the entity surviving such merger is then a subsidiary,
            the ultimate parent thereof; or

                        (iv) the stockholders of the Company approve a plan of
            complete liquidation of the Company or there is consummated an
            agreement for the sale or disposition by the Company of all or
            substantially all of the Company's assets (or any transaction having
            a similar effect), other than a sale or disposition by the Company
            of all or substantially all of the Company's assets to an entity,
            immediately following which the individuals who comprise the Board
            immediately prior thereto constitute at least a majority of the
            board of directors of the entity to which such assets are sold or
            disposed of or, if such entity is a subsidiary, the ultimate parent
            thereof.

Notwithstanding the foregoing, a Change in Control shall not be deemed to have
occurred by virtue of (x) a Public Offering or (y) the consummation of any
transaction or series of integrated transactions immediately following which the
holders of the Stock immediately prior to such transaction or series of
transactions continue to have substantially the same proportionate ownership in
an entity which owns all or substantially all of the assets of the Company
immediately following such transaction or series of transactions.

                  (e) "Code" means the Internal Revenue Code of 1986, as amended
from time to time.


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                  (f) "Committee" means the committee established by the Board
to administer the Plan, which shall be the Compensation Committee, or, if no
Committee is so established, the Board.

                  (g) "Company" means Omrix Biopharmaceuticals, Inc., a
corporation organized under the laws of the State of Delaware, or any successor
corporation.

                  (h) "Covered Employee" shall have the meaning set forth in
Section 162(m)(3) of the Code.

                  (i) "Effective Date" means March 20, 2006, the date that the
Plan was adopted by the Board.

                  (j) "Exchange Act" means the Securities Exchange Act of 1934,
as amended from time to time, and as now or hereafter construed, interpreted and
applied by regulations, rulings and cases.

                  (k) "Fair Market Value" means, with respect to Stock or other
property, the fair market value of such Stock or other property determined by
such methods or procedures as shall be established from time to time by the
Committee. Unless otherwise determined by the Committee in good faith, the per
share Fair Market Value of Stock as of a particular date shall mean (i) the mean
between the highest and lowest reported sales price per share of Stock on the
national securities exchange on which the Stock is principally traded, for the
last preceding date on which there was a sale of such Stock on such exchange, or
(ii) if the shares of Stock are then traded in an over-the-counter market, the
average of the closing bid and asked prices for the shares of Stock in such
over-the-counter market for the last preceding date on which there was a sale of
such Stock in such market, or (iii) if the shares of Stock are not then listed
on a national securities exchange or traded in an over-the-counter market, such
value as the Committee, in its sole discretion, shall determine.

                  (l) "Grantee" means a person who, as a non-employee director,
officer or other employee or consultant of the Company or a Parent or Subsidiary
of the Company, has been granted an Award under the Plan.

                  (m) "ISO" means any Option intended to be and designated as an
incentive stock option within the meaning of Section 422 of the Code.

                  (n) "NQSO" means any Option that is not designated as an ISO.

                  (o) "Option" means a right, granted to a Grantee under Section
6(b), to purchase shares of Stock. An Option may be either an ISO or an NQSO,
provided that ISOs may be granted only to employees of the Company or a Parent
or Subsidiary of the Company.

                  (p) "Other Stock-Based Award" means a right or other interest
granted to a Grantee under Section 6(f) that may be denominated or payable in,
valued in


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whole or in part by reference to, or otherwise based on, or related to, Stock,
including but not limited to (i) unrestricted Stock awarded as a bonus or upon
the attainment of Performance Goals or otherwise as permitted under the Plan,
and (ii) a right granted to a Grantee to acquire Stock from the Company
containing terms and conditions prescribed by the Committee.

                  (q) "Parent" means a "parent corporation," whether now or
hereafter existing, as defined in Section 424(e) of the Code.

                  (r) "Performance Goals" means performance goals based on one
or more of the following criteria, determined in accordance with generally
accepted accounting principles where applicable: (i) A measure of earnings
(pretax, after tax, etc.) deemed appropriate by the Committee; (ii) A measure of
return (on assets, investment, etc.) deemed appropriate by the Committee; (iii)
economic value created; (iv) stock price or total stockholder return; (v) cost
targets, reductions and savings, productivity and efficiencies; (vi)
acquisitions, divestitures, joint ventures, licensing deals, and other corporate
transactions; (vii) research and development milestones; and (viii) strategic
business criteria, consisting of one or more objectives based on meeting
specified market penetration or market share, geographic business expansion,
customer satisfaction, employee satisfaction, human resources management,
supervision of litigation, information technology, and goals relating to
regulatory approvals, clinical trials, and similar transactions. Where
applicable, the Performance Goals may be expressed in terms of attaining a
specified level of the particular criterion or the attainment of a percentage
increase or decrease in the particular criterion, and may be applied to one or
more of the Company or a Parent or Subsidiary of the Company, or a division or
strategic business unit of the Company, all as determined by the Committee. The
Performance Goals may include a threshold level of performance below which no
payment will be made (or no vesting will occur), levels of performance at which
specified payments will be paid (or specified vesting will occur), and a maximum
level of performance above which no additional payment will be made (or at which
full vesting will occur). Each of the foregoing Performance Goals shall be
evaluated in accordance with generally accepted accounting principles, where
applicable, and shall be subject to certification by the Committee. The
Committee shall have the authority to make equitable adjustments to the
Performance Goals in recognition of unusual or non-recurring events affecting
the Company or any Parent or Subsidiary of the Company or the financial
statements of the Company or any Parent or Subsidiary of the Company, in
response to changes in applicable laws or regulations, or to account for items
of gain, loss or expense determined to be extraordinary or unusual in nature or
infrequent in occurrence or related to the disposal of a segment of a business
or related to a change in accounting principles.

                  (s) "2005 Plan" means the 2005 Equity Incentive Plan for
Israeli Employees, as amended from time to time.

                  (t) "Plan" means this Omrix Biopharmaceuticals, Inc. 2006
Equity and Incentive Plan, as amended from time to time.

                  (u) "Plan Year" means a calendar year.


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                  (v) "Prior Plan" has the meaning ascribed to that term in
Section 5(a).

                  (w) "Public Offering" means an offering of securities of the
Company that is registered with the Securities and Exchange Commission.

                  (x) "Restricted Stock" means an Award of shares of Stock to a
Grantee under Section 6(d) that may be subject to certain restrictions and to a
risk of forfeiture.

                  (y) "Restricted Stock Unit" means a right granted to a Grantee
under Section 6(e) to receive Stock or cash at the end of a specified deferral
period, which right may be conditioned on the satisfaction of specified
performance or other criteria.

                  (z) "Rule 16b-3" means Rule 16b-3, as from time to time in
effect promulgated by the Securities and Exchange Commission under Section 16 of
the Exchange Act, including any successor to such Rule.

                  (aa) "Stock" means shares of the common stock, par value $0.01
per share, of the Company.

                  (bb) "Stock Appreciation Right" or "SAR" means the right,
granted to a Grantee under Section 6(c), to be paid an amount measured by the
appreciation in the Fair Market Value of Stock from the date of grant to the
date of exercise of the right.

                  (cc) "Subsidiary" means a "subsidiary corporation," whether
now or hereafter existing, as defined in Section 424(f) of the Code.

            3.    Administration.

            The Plan shall be administered by the Committee. The Committee shall
have the authority in its discretion, subject to and not inconsistent with the
express provisions of the Plan, to administer the Plan and to exercise all the
powers and authorities either specifically granted to it under the Plan or
necessary or advisable in the administration of the Plan, including, without
limitation, the authority to grant Awards; to determine the persons to whom and
the time or times at which Awards shall be granted; to determine the type and
number of Awards to be granted, the number of shares of Stock to which an Award
may relate and the terms, conditions, restrictions and performance criteria
relating to any Award; to establish Performance Goals no later than such time as
required to ensure that an underlying Award which is intended to comply with the
requirements of Section 162(m) of the Code so complies; and to determine
whether, to what extent, and under what circumstances an Award may be settled,
cancelled, forfeited, exchanged, or surrendered; to accelerate the vesting or
lapse of restrictions with respect to an Award; to make adjustments in the terms
and conditions of, and the performance criteria or Performance Goals (if any)
included in, Awards; to construe and interpret the Plan and any Award; to
prescribe, amend and rescind rules and regulations relating to the


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Plan; to determine the terms and provisions of the Award Agreements (which need
not be identical for each Grantee); and to make all other determinations deemed
necessary or advisable for the administration of the Plan. Notwithstanding the
foregoing, neither the Board, the Committee nor their respective delegates shall
have the authority to reprice (or cancel and regrant) any Option or, if
applicable, other Award at a lower exercise, base or purchase price without
first obtaining the approval of the Company's stockholders.

            The Committee may appoint a chairperson and a secretary and may make
such rules and regulations for the conduct of its business as it shall deem
advisable. All determinations of the Committee shall be made by a majority of
its members either present in person or participating by conference telephone at
a meeting or by written consent. The Committee may delegate to one or more of
its members or to one or more agents such administrative duties as it may deem
advisable, and the Committee or any person to whom it has delegated duties as
aforesaid may employ one or more persons to render advice with respect to any
responsibility the Committee or such person may have under the Plan. All
decisions, determinations and interpretations of the Committee shall be final
and binding on all persons, including but not limited to the Company, any Parent
or Subsidiary of the Company or any Grantee (or any person claiming any rights
under the Plan from or through any Grantee) and any stockholder.

            No member of the Board or Committee shall be liable for any action
taken or determination made in good faith with respect to the Plan or any Award
granted hereunder.

            4.    Eligibility.

            Awards may be granted to selected non-employee directors, officers
and other employees, advisors or consultants of the Company or any Parent or
Subsidiary of the Company, in the discretion of the Committee. In determining
the persons to whom Awards shall be granted and the type of any Award (including
the number of shares to be covered by such Award), the Committee shall take into
account such factors as the Committee shall deem relevant in connection with
accomplishing the purposes of the Plan.

            5.    Stock Subject to the Plan.


                  (a) Shares Authorized. Subject to the following provisions of
this Section 5, the maximum number of shares of Stock reserved for the grant of
Awards under the Plan, including the 2005 Plan, shall be equal to the sum of:
(i) 363,636 newly authorized shares of Stock; and (ii) any shares of Stock
available for future awards under the Omrix Pharmaceuticals, Inc. 2004 Equity
Incentive Plan (the "Prior Plan") as of the Effective Date, equaling 1,090,909
shares of Stock in the aggregate. Such shares may, in whole or in part, be
authorized but unissued shares or shares that shall have been or may be
reacquired by the Company in the open market, in private transactions or
otherwise. Shares subject to an Award that expires, is terminated unexercised,
is forfeited for any reason, or is settled in a manner that results in fewer
shares outstanding than were initially awarded, shares surrendered in payment of
the option price or any tax obligation


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with respect to an Award, and shares of Restricted Stock that are repurchased
by, or forfeited to, the Company shall again be available for the grant of
Awards under the Plan to the extent of such expiration, termination, forfeiture,
repurchase or decrease subject, however, in the case of Incentive Stock Options,
to any requirements under the Code.


                  (b) Share Limits. No more than 181,818 shares of Stock may be
made subject to Options or SARs to a single individual in a single Plan Year,
subject to adjustment as provided herein, and no more than 72,727 shares of
Stock may be made subject to performance-based stock-based awards other than
Options or SARs (including Restricted Stock and Restricted Stock Units or Other
Stock-Based Awards denominated in shares of Stock) to a single individual in a
single Plan Year, subject to adjustment as provided herein. Determinations made
in respect of the limitations set forth in the immediately preceding sentence
shall be made in a manner consistent with Section 162(m) of the Code. Up to
1,090,909 shares of Stock may be granted hereunder as ISOs. No more than 727,272
shares of Stock may be granted hereunder in the form of Restricted Stock or
Restricted Stock Units.


                  (c) Adjustments; Effect of Certain Transactions. In the event
that the Committee shall determine that any dividend or other distribution
(whether in the form of cash, Stock, or other property), recapitalization, Stock
split, reverse split, reorganization, merger, consolidation, spin-off,
combination, repurchase, or share exchange, or other similar corporate
transaction or event, affects the Stock such that an adjustment is appropriate
in order to prevent dilution or enlargement of the rights of Grantees under the
Plan, then the Committee shall make such equitable changes or adjustments as it
deems necessary or appropriate to any or all of (i) the number and kind of
shares of Stock or other property (including cash) that may thereafter be issued
under the Plan, (ii) the number and kind of shares of Stock or other property
(including cash) issued or issuable in respect of outstanding Awards, (iii) the
exercise price, grant price, or purchase price relating to any Award; provided,
that, with respect to ISOs, such adjustment shall be made in accordance with
Section 424(h) of the Code; and (iv) the Performance Goals applicable to
outstanding Awards. Notwithstanding the foregoing, in connection with any
reorganization, merger, consolidation, combination, share exchange or other
similar corporate transaction, including any transaction resulting in or
anticipated to result in a Change in Control, the Committee shall have the
discretion to take actions affecting outstanding Awards and the rights of
Grantees hereunder, including to provide for the assumption of Awards by another
entity; to provide for the payment of cash or other property in exchange for the
cancellation of Awards; and to provide for the termination of Awards including
the provision of prior notice.

                  (d) Assumed Awards; 2005 Plan. All outstanding awards granted
under the Prior Plan shall be assumed by the Plan and shall be considered
outstanding Awards under the Plan as of the Effective Date; provided, however,
that all awards granted pursuant to the Prior Plan and which remain outstanding
as of the Effective Date shall continue to be governed by the terms and
conditions that apply to such awards under the Prior Plan and stock option
agreement pursuant to which such award was granted. As of the Effective Date, no
further awards may be made under the Prior Plan. Notwithstanding the foregoing,
nothing contained herein shall be construed to


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affect awards granted under the 2005 Plan which remain outstanding as of the
Effective Date. Following the Effective Date, awards made under the 2005 Plan
shall be counted against the shares of Stock available for issuance pursuant to
Section 5(a).

            6.    Specific Terms of Awards.

                  (a) General. The Committee is authorized to grant the Awards
described in this Section 6, under such terms and conditions as deemed by the
Committee to be consistent with the purposes of the Plan. Each Award granted
under the Plan shall be evidenced by an Award Agreement containing such terms
and conditions applicable to such Award as the Committee shall determine at the
date of grant or thereafter. Subject to the terms of the Plan and any applicable
Award Agreement, payments to be made by the Company or a Parent or Subsidiary of
the Company upon the grant, maturation, or exercise of an Award may be made in
such forms as the Committee shall determine at the date of grant or thereafter,
including, without limitation, cash, Stock, or other property, and may be made
in a single payment or transfer, in installments, or, subject to Section 7(l)
hereof, on a deferred basis. The Committee may make rules relating to
installment or deferred payments with respect to Awards, including the rate of
interest to be credited with respect to such payments. In addition to the
foregoing, the Committee may impose on any Award or the exercise thereof, at the
date of grant or thereafter, such additional terms and conditions, not
inconsistent with the provisions of the Plan, as the Committee shall determine.

                  (b) Options. The Committee is authorized to grant Options to
Grantees on the following terms and conditions:

                        (i) Type of Award. The Award Agreement evidencing the
            grant of an Option under the Plan shall designate the Option as an
            ISO or an NQSO.

                        (ii) Exercise Price. The exercise price per share of
            Stock purchasable under an Option shall be determined by the
            Committee, but in no event shall the exercise price of any Option be
            less than the Fair Market Value of a share of Stock on the date of
            grant of such Option. The exercise price for Stock subject to an
            Option may be paid in cash or by an exchange of Stock previously
            owned by the Grantee (subject to any terms and conditions imposed by
            the Committee if such Stock was acquired from the Company), through
            a "broker cashless exercise" procedure approved by the Committee (to
            the extent permitted by law), or a combination of the above, in any
            case in an amount having a combined value equal to such exercise
            price, or by such other method approved by the Committee. An Option
            may be exercised to the extent of any or all full shares of Stock as
            to which the Option has become exercisable, by giving written notice
            of such exercise to the Committee or its designated agent.


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                        (iii) Term and Exercisability of Options. The date on
            which the Committee adopts a resolution expressly granting an Option
            shall be considered the day on which such Option is granted. Options
            shall be exercisable over the exercise period (which shall not
            exceed ten years from the date of grant), at such times and upon
            such conditions as the Committee may determine, as reflected in the
            Award Agreement; provided, that the Committee shall have the
            authority to accelerate the exercisability of any outstanding Option
            at such time and under such circumstances as it, in its sole
            discretion, deems appropriate.

                        (iv) Termination of Employment or Service. An Option may
            not be exercised unless the Grantee is then a director of, in the
            services of or in the employ of, the Company or a Parent or
            Subsidiary of the Company, and unless the Grantee has remained
            continuously so employed, or continuously maintained such service
            relationship, since the date of grant of the Option; provided, that
            the Award Agreement may contain provisions extending the
            exercisability of Options, in the event of specified terminations,
            to a date not later than the expiration date of such Option.

                        (v) Other Provisions. Options may be subject to such
            other conditions including, but not limited to, restrictions on
            transferability of the shares acquired upon exercise of such
            Options, as the Committee may prescribe in its discretion or as may
            be required by applicable law.

                  (c) SARs. The Committee is authorized to grant Options to
Grantees on the following terms and conditions:

                        (i) SARs. An SAR shall confer on the Grantee a right to
            receive an amount with respect to each share subject thereto, upon
            exercise thereof, equal to the excess of (1) the Fair Market Value
            of one share of Stock on the date of exercise over (2) the grant
            price of the SAR (which in the case of an SAR granted in tandem with
            an Option shall be equal to the exercise price of the underlying
            Option, and which in the case of any other SAR shall be such price
            as the Committee may determine). The Award Agreement approved by the
            Committee shall specify whether the payment of an SAR may be paid in
            cash, stock or other property, consistent with applicable law,
            including Section 409A of the Code.

                        (ii) Termination of Employment or Service. An SAR may
            not be exercised unless the Grantee is then a director of, in the
            services of or in the employ of, the Company or a Parent or
            Subsidiary of the Company, and unless the Grantee has remained
            continuously so employed, or continuously maintained such service
            relationship, since the date of grant of the SAR; provided, that the
            Award Agreement may contain provisions extending the exercisability
            of SARs, in the event of


                                       9
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            specified terminations, to a date not later than the expiration date
            of such SAR.

                  (d) Restricted Stock. The Committee is authorized to grant
Restricted Stock to Grantees on the following terms and conditions:

                        (i) Issuance and Restrictions. Restricted Stock shall be
            subject to such restrictions on transferability and other
            restrictions, if any, as the Committee may impose at the date of
            grant or thereafter, which restrictions may lapse separately or in
            combination at such times, under such circumstances, in such
            installments, or otherwise, as the Committee may determine. The
            Committee may place restrictions on Restricted Stock that shall
            lapse, in whole or in part, only upon the attainment of Performance
            Goals. Except to the extent restricted under the Award Agreement
            relating to the Restricted Stock, a Grantee granted Restricted Stock
            shall have all of the rights of a stockholder including, without
            limitation, the right to vote Restricted Stock and the right to
            receive dividends thereon.

                        (ii) Forfeiture. Upon termination of employment with or
            service to the Company, or upon termination of the director or
            independent contractor relationship, as the case may be, during the
            applicable restriction period, Restricted Stock and any accrued but
            unpaid dividends that are then subject to restrictions shall be
            forfeited; provided, that the Committee may provide, by rule or
            regulation or in any Award Agreement, or may determine in any
            individual case, that restrictions or forfeiture conditions relating
            to Restricted Stock will be waived in whole or in part in the event
            of terminations resulting from specified causes, and the Committee
            may in other cases waive in whole or in part the forfeiture of
            Restricted Stock.

                        (iii) Certificates for Stock. Restricted Stock granted
            under the Plan may be evidenced in such manner as the Committee
            shall determine. If certificates representing Restricted Stock are
            registered in the name of the Grantee, such certificates shall bear
            an appropriate legend referring to the terms, conditions, and
            restrictions applicable to such Restricted Stock, and the Company
            shall retain physical possession of the certificate until such time
            as the restrictions have lapsed.

                        (iv) Dividends. Dividends paid on Restricted Stock shall
            be either paid at the dividend payment date, or, subject to Section
            7(l), deferred for payment to such date as determined by the
            Committee, in cash or in shares of unrestricted Stock having a Fair
            Market Value equal to the amount of such dividends. Stock
            distributed in connection with a stock split or stock dividend, and
            other property (other than cash) distributed as a dividend, shall be
            subject to restrictions and a risk of forfeiture to the same extent
            as the Restricted Stock with respect to which


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            such Stock or other property has been distributed, unless otherwise
            provided by the Committee.

                  (e) Restricted Stock Units. The Committee is authorized to
grant Restricted Stock Units to Grantees on the following terms and conditions:

                        (i) Award and Restrictions. Delivery of Stock or cash,
            as determined by the Committee, will occur upon expiration of the
            restricted period specified for Restricted Stock Units by the
            Committee. The Committee may place restrictions on Restricted Stock
            Units that shall lapse, in whole or in part, only upon the
            attainment of Performance Goals.

                        (ii) Forfeiture. Upon termination of employment with or
            service to the Company, or upon termination of the director or
            independent contractor relationship during the applicable restricted
            period or portion thereof to which forfeiture conditions apply, or
            upon failure to satisfy any other conditions precedent to the
            delivery of Stock or cash to which such Restricted Stock Units
            relate, all Restricted Stock Units and any accrued but unpaid
            dividend equivalents that are then subject to deferral or
            restriction shall be forfeited; provided, that the Committee may
            provide, by rule or regulation or in any Award Agreement, or may
            determine in any individual case, that restrictions or forfeiture
            conditions relating to Restricted Stock Units 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 the forfeiture of Restricted Stock Units.

                  (f) Other Stock-Based Awards. The Committee is authorized to
grant Other Stock-Based Awards to Grantees in such form as deemed by the
Committee to be consistent with the purposes of the Plan. Awards granted
pursuant to this paragraph may be granted with value and payment contingent upon
Performance Goals. The Committee shall determine the terms and conditions of
such Awards at the date of grant or thereafter. The maximum value of the
aggregate payment that any Grantee may earn pursuant to this Section 6(f) in
respect of each Plan Year during a performance period is $3,000,000. Payments
earned hereunder may be decreased or, with respect to any Grantee who is not a
Covered Employee, increased in the sole discretion of the Committee based on
such factors as it deems appropriate. No payment shall be made prior to the
certification by the Committee that the Performance Goals have been attained.
The Committee may establish such other rules applicable to the Other Stock-Based
Awards, including the treatment of such Awards upon termination of employment or
service with the Company. To the extent such Award is intended to comply with
Section 162(m) of the Code, such rules shall not be inconsistent with Section
162(m) of the Code.


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