EXHIBIT 10.21

TURBOCHEF TECHNOLOGIES, INC.
2003 STOCK INCENTIVE PLAN








Table of Contents

	
   
	
   
	
   
	
  Page

	
   
	
   
	
   
	
  

  
	
   
	
   
	
   
	
   

	
  ARTICLE 1 - GENERAL PROVISIONS
	
  1

	
   
	
   

	
   
	
  1.1
	
  Establishment
  of Plan
	
  1

	
   
	
  1.2
	
  Purpose
  of Plan
	
  1

	
   
	
  1.3
	
  Types
  of Awards
	
  1

	
   
	
  1.4
	
  Effective
  Date
	
  1

	
   
	
  1.5
	
  Duration
  of the Plan
	
  1

	
   
	
   
	
   
	
   

	
  ARTICLE 2 - DEFINITIONS
	
  1

	
   
	
   

	
  ARTICLE 3 - ADMINISTRATION
	
  6

	
   
	
   
	
   
	
   

	
   
	
  3.1
	
  General
	
  6

	
   
	
  3.2
	
  Authority
  of the Committee.
	
  6

	
   
	
  3.3
	
  Participation
  Outside of the United States
	
  7

	
   
	
  3.4
	
  Delegation
  of Authority
	
  7

	
   
	
  3.5
	
  Award
  Agreements
	
  7

	
   
	
  3.6
	
  Indemnification
	
  7

	
   
	
   

	
  ARTICLE
  4 – SHARES SUBJECT TO THE PLAN
	
  8

	
   
	
   
	
   
	
   

	
   
	
  4.1
	
  Number
  of Shares
	
  8

	
   
	
  4.2
	
  Individual
  Limits
	
  8

	
   
	
  4.3
	
  Lapsed
  Award
	
  9

	
   
	
  4.4
	
  Adjustment
  of Shares
	
  9

	
   
	
   

	
  ARTICLE
  5 - STOCK OPTIONS
	
  9

	
   
	
   

	
   
	
  5.1
	
  Grant
  of Options
	
  9

	
   
	
  5.2
	
  Agreement
	
  9

	
   
	
  5.3
	
  Option
  Price
	
  10

	
   
	
  5.4
	
  Duration
  of Options
	
  10

	
   
	
  5.5
	
  Exercise
  of Options
	
  10

	
   
	
  5.6
	
  Payment
	
  10

	
   
	
  5.7
	
  Nontransferability
  of Options.
	
  10

	
   
	
  5.8
	
  Special
  Rules for ISOs
	
  11

	
   
	
   

	
  ARTICLE
  6 - STOCK APPRECIATION RIGHTS
	
  11

	
   
	
   
	
   
	
   

	
   
	
  6.1
	
  Grant
  of SARs
	
  11

	
   
	
  6.2
	
  Tandem
  SARs
	
  11

	
   
	
  6.3
	
  Payment
	
  11

	
   
	
  6.4
	
  Exercise
  of SARs
	
  12



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Table of Contents

(continued)

	
   
	
   
	
   
	
  Page

	
   
	
   
	
   
	
  

  
	
   
	
   

	
  ARTICLE
  7 - RESTRICTED STOCK AND RESTRICTED STOCK UNITS
	
  12

	
   
	
   
	
   
	
   

	
   
	
  7.1
	
  Grant
  of Restricted Stock and Restricted Stock Units
	
  12

	
   
	
  7.2
	
  Restricted
  Stock Agreement
	
  12

	
   
	
  7.3
	
  Restricted
  Stock Units Agreement
	
  12

	
   
	
  7.4
	
  Nontransferability
	
  12

	
   
	
  7.5
	
  Certificates
	
  12

	
   
	
  7.6
	
  Dividends
  and Other Distributions
	
  13

	
   
	
   

	
  ARTICLE
  8 - PERFORMANCE SHARES AND UNITS
	
  13

	
   
	
   
	
   
	
   

	
   
	
  8.1
	
  Grant
  of Performance Shares/Units
	
  13

	
   
	
  8.2
	
  Value
  of Performance Shares/Units
	
  13

	
   
	
  8.3
	
  Earning
  of Performance Shares/Units
	
  13

	
   
	
  8.4
	
  Form
  and Timing of Payment of Performance Shares/Units
	
  13

	
   
	
  8.5
	
  Nontransferability
	
  14

	
   
	
   

	
  ARTICLE
  9 - PERFORMANCE MEASURES
	
  14

	
   
	
   

	
  ARTICLE
  10 - BENEFICIARY DESIGNATION
	
  15

	
   
	
   

	
  ARTICLE
  11 - DEFERRALS
	
  15

	
   
	
   

	
  ARTICLE
  12 - WITHHOLDING
	
  15

	
   
	
   
	
   
	
   

	
   
	
  12.1
	
  Tax
  Withholding
	
  15

	
   
	
  12.2
	
  Share
  Withholding
	
  15

	
   
	
   

	
  ARTICLE
  13 - AMENDMENT AND TERMINATION
	
  16

	
   
	
   
	
   
	
   

	
   
	
  13.1
	
  Amendment
  of Plan
	
  16

	
   
	
  13.2
	
  Amendment
  of Award Agreement
	
  16

	
   
	
  13.3
	
  Termination
  of Plan
	
  16

	
   
	
  13.4
	
  Cancellation
  of Awards for Detrimental Activity
	
  16

	
   
	
  13.5
	
  Assumption
  or Cancellation of Awards Upon a Corporate Transaction
	
  17

	
   
	
   

	
  ARTICLE
  14 - MISCELLANEOUS PROVISIONS
	
  18

	
   
	
   
	
   
	
   

	
   
	
  14.1
	
  Restrictions
  on Shares
	
  18

	
   
	
  14.2
	
  Rights
  of a Stockholder
	
  18

	
   
	
  14.3
	
  No
  Implied Rights
	
  18



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Table of Contents

(continued)

	
   
	
   
	
   
	
  Page

	
   
	
   
	
   
	
  

  
	
   
	
   

	
   
	
  14.4
	
  Compliance
  with Laws.
	
  18

	
   
	
  14.5
	
  Successors
	
  19

	
   
	
  14.6
	
  Tax
  Elections
	
  19

	
   
	
  14.7
	
  Legal
  Construction.
	
  19



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TURBOCHEF TECHNOLOGIES, INC.
2003 STOCK INCENTIVE PLAN

ARTICLE 1 - GENERAL PROVISIONS

          1.1          Establishment
of Plan.  TurboChef Technologies,
Inc., a Delaware corporation (the “Company”), hereby establishes an incentive
compensation plan to be known as the “TurboChef Technologies, Inc. 2003 Stock
Incentive Plan” (the “Plan”), as set forth in this document.  

          1.2          Purpose
of Plan.  The objectives of the Plan
are to (i) attract and retain employees, directors, consultants, advisors and
other persons who perform services for the Company by providing compensation
opportunities that are competitive with other companies; (ii) provide
incentives to those individuals who contribute significantly to the long-term performance
and growth of the Company and its affiliates; and (iii) align the long-term
financial interests of employees’ and other Eligible Participants with those of
the Company’s stockholders.  

          1.3          Types
of Awards.  Awards under the Plan
may be made to Eligible Participants in the form of Incentive Stock Options,
Nonqualified Stock Options, Stock Appreciation Rights, Restricted Stock,
Restricted Stock Units, Performance Shares, Performance Units or any
combination of these.

          1.4          Effective
Date.  The Plan shall be effective
on October 29, 2003, the date it was approved by the Board of Directors of the
Company (the “Effective Date”), subject to approval by the Company’s
stockholders within the 12-month period immediately thereafter.

          1.5          Duration
of the Plan.  The Plan shall
commence on the Effective Date, and shall remain in effect, subject to the
right of the Committee to amend or terminate the Plan at any time pursuant to
Article 13, until the day prior to the tenth (10th) anniversary of
the Effective Date. 

ARTICLE 2 -
DEFINITIONS

          Except
where the context otherwise indicates, the following definitions apply:

          2.1          “Act”
means the Securities Exchange Act of 1934, as now in effect or as hereafter
amended.  All citations to sections of
the Act or rules thereunder are to such sections or rules as they may from time
to time be amended or renumbered.

          2.2          “Agreement”
means the written agreement evidencing an Award granted to the Participant
under the Plan.

          2.3          “Award”
means an award granted to a Participant under the Plan that is an Option, Stock
Appreciation Right, Restricted Stock, Restricted Stock Unit, Performance Share,
Performance Unit or combination of these.

          2.4          “Board”
means the Board of Directors of the Company.

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          2.5          “Cause”
means, unless provided otherwise in the Agreement:  any conduct amounting to fraud, dishonesty, willful misconduct,
negligence, significant activities materially harmful to the reputation of the
Company or an Employer, insubordination or conviction of a felony or a crime
involving moral turpitude, all as determined in the exercise of good faith by
the Board of Directors of the Company. 
Without limiting the foregoing, the following shall constitute Cause:
(i) Participant’s breach of this Plan or any agreement between Participant and
the Employer, (ii) negligence in Participant’s attention to the business or
affairs of the Employer or intentionally failing to perform a reasonably
requested directive or assignment or failure to perform his duties with the
Employer substantially in accordance with the Employer’s operating and
personnel policies and procedures generally applicable to all of its employees,
(iii) the misappropriation (or attempted misappropriation) of any of the
Employer’s funds or property.  “Cause”
under (i), (ii) and (iii) above shall be determined by the Committee.  Notwithstanding the foregoing, if the
Participant has entered into an employment agreement with the Employer that is
binding as of the date of employment termination, and if such employment
agreement defines “Cause,” then the definition of “Cause” in such agreement
shall apply to the Participant for purposes of this Plan.  

          2.6          “Change
in Control” means:

	
   
	
                  (a)          Any
  Person is or becomes the beneficial owner within the meaning of Rule 13d-3
  promulgated under the Act (but without regard to any time period specified in
  Rule 13d-3(d)(1)(i)), of 50 percent or more of either (i) the then
  outstanding Shares or (ii) the combined voting power of then outstanding
  securities of the Company entitled to vote generally in the election of
  directors (the “Outstanding Company Voting Securities”); excluding, however,
  (1) any acquisition by the Company or (2) any acquisition by an employee
  benefit plan (or related trust) sponsored or maintained by the Company or any
  corporation controlled by the Company;

	
   
	
   

	
   
	
                  (b)          Individuals
  who, as of the Effective Date, constitute the Board (the “Incumbent Board”)
  cease for any reason to constitute at least a majority of such Board;
  provided that any individual who becomes a director of the Company subsequent
  to the Effective Date whose election, or nomination for election by the
  Company’s stockholders, was approved by the vote of at least a majority of
  the directors then comprising the Incumbent Board shall be deemed a member of
  the Incumbent Board; and provided further, that any individual who was
  initially elected as a director of the Company as a result of an actual or
  threatened election contest, as such terms are used in Rule 14a-11 of
  Regulation 14A promulgated under the Act, or any other actual or threatened
  solicitation of proxies or consents by or on behalf of any Person other then
  the Board shall not be deemed a member of the Incumbent Board;

	
   
	
   

	
   
	
                  (c)          Consummation
  by the Company of a reorganization, merger, or consolidation or sale of all
  or substantially all of the assets of the Company (a “Corporate
  Transaction”); excluding, however, a Corporate Transaction pursuant to which
  (i) all or substantially all of the individuals or entities who are the
  beneficial owners, respectively, of the Outstanding Shares and the
  Outstanding Company Voting Securities immediately prior to such Corporate
  Transaction will beneficially own, directly or indirectly, more than 66 2/3
  percent of, respectively, the outstanding shares of common stock, and the



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  combined
  voting power of the outstanding securities of such corporation entitled to
  vote generally in the election of directors, as the case may be, of the
  corporation resulting from such Corporate Transaction (including, without
  limitation, a corporation which as a result of such transaction owns the
  Company or all or substantially all of the Company’s assets either directly
  or indirectly) in substantially the same proportions relative to each other
  as their ownership, immediately prior to such Corporate Transaction, of the
  Outstanding Shares and the Outstanding Company Voting Securities, as the case
  may be, (ii) no Person (other than: the Company, any employee benefit plan
  (or related trust) sponsored or maintained by the Company or any corporation
  controlled by the Company, the corporation resulting from such Corporate
  Transaction, and any Person which beneficially owned, immediately prior to
  such Corporate Transaction, directly or indirectly 33 1/3 percent or more of
  the Outstanding Shares or the Outstanding Company Voting Securities, as the
  case may be) will beneficially own, directly or indirectly, 33 1/3
  percent or more of, respectively, the outstanding shares of common stock of
  the corporation resulting from such Corporate Transaction or the combined
  voting power of the outstanding securities of such corporation entitled to
  vote generally in the election of directors and (iii) individuals who were
  members of the Incumbent Board will constitute at least a majority of the
  members of the board of directors of the corporation resulting from such
  Corporate Transaction; or

	
   
	
   

	
   
	
                  (d)          Approval
  by the stockholders of the Company of a plan of complete liquidation or
  dissolution of the Company.  



          2.7          
“Code” means the Internal Revenue Code of 1986, as now in effect or as
hereafter amended.  All citations to
sections of the Code are to such sections as they may from time to time be
amended or renumbered.

          2.8          “Committee”
means the Compensation Committee of the Board or such other committee
consisting of two or more members as may be appointed by the Board to
administer this Plan pursuant to Article 3. 
If any member of the Committee does not qualify as (i) a “Non-Employee
Director” within the meaning of Rule 16b-3 under the Act, and (ii) an “outside
director” within the meaning of Code Section 162(m), a subcommittee of the
Committee shall be appointed to grant Awards to Named Executive Officers and to
officers who are subject to Section 16 of the Act, and each member of such
subcommittee shall satisfy the requirements of (i) and (ii) above.  References to the Committee in the Plan
shall include and, as appropriate, apply to any such subcommittee.  If, at any time, the Board has not appointed
a Committee, the Board shall be the Committee. 

          2.9          “Company”
means TurboChef Technologies, Inc., a Delaware corporation, and its successors
and assigns.

          2.10        “Director” means any individual who is
a member of the Board of Directors of the Company; provided, however, that any
Director who is employed by the Company or any Employer shall not be considered
a Director, but instead shall be considered an employee for purposes of the
Plan.

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          2.11        “Disability”
means, with respect to any Incentive Stock Option, disability as determined
under Code Section 22(e)(3), and with respect to any other Award, (i) with
respect to a Participant who is eligible to participate in the Employer’s
program of long-term disability insurance, if any, a condition with respect to
which the Participant is entitled to commence benefits under such program, and
(ii) with respect to any Participant (including a Participant who is eligible
to participate in the Employer’s program of long-term disability insurance, if
any), a disability as determined under procedures established by the Committee
or in any Award.

          2.12        “Effective
Date” shall have the meaning ascribed to such term in Section 1.4 hereof.

          2.13        “Eligible
Participant” means an employee of the Employer (including an officer) as
well as any other natural person, including a Director or proposed Director and
a consultant or advisor who provides bona fide services to the Employer not in
connection with the offer or sale of securities in a capital-raising
transaction, subject to limitations as may be provided by the Code, the Act or
the Committee, as shall be determined by the Committee. 

          2.14        “Employer”
means the Company and any entity during any period that it is a “parent
corporation” or a “subsidiary corporation” with respect to the Company within
the meaning of Code Sections 424(e) and 424(f).  With respect to all purposes of the Plan, including but not
limited to, the establishment, amendment, termination, operation and
administration of the Plan, the Company shall be authorized to act on behalf of
all other entities included within the definition of “Employer.”

          2.15        “Fair
Market Value” means the fair market value of a Share, as determined in good
faith by the Committee; provided, however, that 

	
   
	
                  (a)          if
  the Shares are traded on a national or regional securities exchange or on The
  Nasdaq National Market System (“Nasdaq”) on a given date, Fair Market Value
  on such date shall be the closing sales price for a Share on the securities
  exchange on the immediately preceding date (or, if no sales of Shares were
  made on such exchange on such date, on the next preceding day on which sales
  were made on such exchange), all as reported in The Wall Street Journal or such other source as the
  Committee deems reliable; and

	
   
	
   

	
   
	
                  (b)          if
  the Shares are not listed on any securities exchange or traded on Nasdaq, but
  nevertheless are publicly traded and reported (through the OTC Bulletin Board
  or otherwise), Fair Market Value on such date shall be the closing sales
  price on the immediately preceding day (or, if there are no sales on such
  date, on the next preceding day); provided, however, that the Fair Market
  Value for stock options granted on the Effective Date shall be $1.75, which
  is the volume-weighted average price on such date.



For purposes
of subsection (a) above, if Shares are traded on more than one securities
exchange then the following exchange shall be referenced to determine Fair
Market Value:  (i) the New York Stock
Exchange (“NYSE”), or (ii) if shares are not traded on the NYSE, the Nasdaq, or
(iii) if shares are not traded on the NYSE or Nasdaq, the largest regional
exchange on which Shares are traded.  

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          2.16        “Incentive
Stock Option” or “ISO” means an Option granted to an Eligible
Participant under Article 5 of the Plan which is intended to meet the
requirements of Section 422 of the Code.

          2.17        “Insider”
shall mean an individual who is, on the relevant date, subject to the reporting
requirements of Section 16(a) of the Act.

          2.18        “Named
Executive Officer” means a Participant who, as of the date an Award could
be deductible by the Employer, is one of the group of “covered employees” as
defined in the regulations promulgated or other guidance under Code Section
162(m).  

          2.19        “Nonqualified
Stock Option” or “NQSO” means an Option granted to an Eligible
Participant under Article 5 of the Plan which is not intended to meet the
requirements of Section 422 of the Code.

          2.20        “Option”
means an Incentive Stock Option or a Nonqualified Stock Option.  An Option shall be designated as either an
Incentive Stock Option or a Nonqualified Stock Option, and in the absence of
such designation, shall be treated as a Nonqualified Stock Option.

          2.21        “Option
Price” means the price at which a Share may be purchased by a Participant
pursuant to an Option.

          2.22        “Participant”
means an Eligible Participant to whom an Award has been granted.

          2.23        “Performance
Share” means an Award under Article 8 of the Plan that is valued by
reference to a Share, which value may be paid to the Participant by delivery of
such property as the Committee shall determine, including without limitation,
cash or Shares, or any combination thereof, upon achievement of such
performance objectives during the relevant performance period as the Committee
shall establish at the time of such Award or thereafter, but not later than the
time permitted by Code Section 162(m) in the case of a Named Executive Officer,
unless the Committee determines not to comply with Code Section 162(m).

          2.24        “Performance
Unit” means an Award under Article 8 of the Plan that has a value set by
the Committee, which value may be paid to the Participant by delivery of such
property as the Committee shall determine, including without limitation, cash
or Shares, or any combination thereof, upon achievement of such performance
objectives during the relevant performance period as the Committee shall
establish at the time of such Award or thereafter, but not later than the time
permitted by Code Section 162(m) in the case of a Named Executive Officer,
unless the Committee determines not to comply with Code Section 162(m).

          2.25        “Plan”
means this TurboChef Technologies, Inc. 2003 Stock Incentive Plan, as amended
from time to time.

          2.26        “Restricted
Stock” means an Award of Shares under Article 7 of the Plan, which Shares
are issued with such restriction(s) as the Committee, in its sole discretion,
may impose, including without limitation, any restriction on the right to
retain such Shares, to sell, transfer, pledge or assign such Shares, to vote
such Shares, and/or to receive any cash dividends with

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respect to such Shares, which restrictions may lapse separately or in
combination at such time or times, in installments or otherwise, as the
Committee may deem appropriate.

          2.27        “Restricted
Stock Unit” or “RSU” means a right granted under Article 7 of the
Plan to receive a number of shares, or a cash payment for each such share equal
to the Fair Market Value of a Share, on a specified date.

          2.28        “Restriction
Period” means the period commencing on the date an Award of Restricted
Stock or an RSU is granted and ending on such date as the Committee shall
determine.

          2.29        “Retirement”
means termination of employment other than for Cause after a Participant has
reached the age of 65 years.  

          2.30        “Share”
means one share of common stock of the Company (as such Share may be adjusted
pursuant to the provisions of Section 4.3 of the Plan).

          2.31        “Stock
Appreciation Right” or “SAR” means an Award granted under Article 6
which provides for an amount payable in Shares and/or cash, as determined by
the Committee, equal to the excess of the Fair Market Value of a Share on the
day the Stock Appreciation Right is exercised over the specified purchase
price.

ARTICLE 3 -
ADMINISTRATION

          3.1          General.  This Plan shall be administered by the
Committee.  The Committee, in its
discretion, may delegate to one or more of its members such of its powers as it
deems appropriate.  Members of the
Committee shall be appointed originally, and as vacancies occur, by the Board,
to serve at the pleasure of the Board. 

          3.2          Authority
of the Committee. 

          (a)          The
Committee shall have the exclusive right to interpret, construe and administer
the Plan, to select the persons who are eligible to receive an Award, and to
act in all matters pertaining to the granting of an Award and the contents of
the Agreement evidencing the Award, including without limitation, the
determination of the number of Options, Stock Appreciation Rights, RSUs, Shares
of Restricted Stock, Performance Shares or Performance Units subject to an
Award and the form, terms, conditions and duration of each Award, and any
amendment thereof consistent with the provisions of the Plan.  The Committee may adopt such rules,
regulations and procedures of general application for the administration of
this Plan, as it deems appropriate.  

          (b)          The
Committee may correct any defect, supply any omission or reconcile any
inconsistency in the Plan or any Agreement in the manner and to the extent it
shall deem desirable to carry it into effect. 


          (c)          In
the event the Company shall assume outstanding employee benefit awards or the
right or obligation to make future such awards in connection with the
acquisition of another

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corporation or business entity, the Committee may, in its discretion, make
such adjustments in the terms of Awards under the Plan as it shall deem
appropriate.

          (d)          All
acts, determinations and decisions of the Committee made or taken pursuant to
grants of authority under the Plan or with respect to any questions arising in
connection with the administration and interpretation of the Plan, including
the severability of any and all of the provisions thereof, shall be conclusive,
final and binding upon all parties, including the Company, its stockholders, Participants,
Eligible Participants and their estates, beneficiaries and successors.

          3.3          Participation
Outside of the United States.  The
Committee or its designee shall have the authority to amend the Plan (including
by the adoption of appendices or subplans) and/or the terms and conditions
relating to an Award to the extent necessary to permit participation in the
Plan by eligible individuals who are located outside of the United States on
terms and conditions comparable to those afforded to eligible individuals
located within the United States, provided that any such action taken with
respect to a Named Executive Officer shall be taken in compliance with Section
162(m) of the Code.

          3.4          Delegation
of Authority.  Except with respect
to Named Executive Officers and Insiders, the Committee may, at any time and
from time to time, delegate to one or more persons any or all of its authority
under Section 3.2, to the full extent permitted by law.

          3.5          Award
Agreements.  Each Award granted
under the Plan shall be evidenced by a written Agreement.  Each Agreement shall be subject to and
incorporate, by reference or otherwise, the applicable terms and conditions of
the Plan, and any other terms and conditions, not inconsistent with the Plan,
as may be imposed by the Committee, including without limitation, provisions
related to the consequences of termination of employment.  A copy of such document shall be provided to
the Participant, and the Committee may, but need not, require that the
Participant sign a copy of the Agreement. 

          3.6          Indemnification.  In addition to such other rights of
indemnification as they may have as directors or as members of the Committee,
the members of the Committee shall be indemnified by the Company against
reasonable expenses, including attorney’s fees, actually and necessarily
incurred in connection with the defense of any action, suit or proceeding, or
in connection with any appeal therein, to which they or any of them may be a
party by reason of any action taken or failure to act under or in connection
with the Plan or any Award granted thereunder, and against all amounts paid by
them in settlement thereof, provided such settlement is approved by independent
legal counsel selected by the Company, or paid by them in satisfaction of a
judgment or settlement in any such action, suit or proceeding, except as to
matters as to which the Committee member has been negligent or engaged in
misconduct in the performance of his duties; provided, that within 60 days
after institution of any such action, suit or proceeding, a Committee member
shall in writing offer the Company the opportunity, at its own expense, to
handle and defend the same.

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ARTICLE 4 –
SHARES SUBJECT TO THE PLAN

          4.1          Number
of Shares.  Subject to adjustment as
provided in Section 4.3, the total number of Shares available for grant of
Awards under the Plan shall be six million (6,000,000) Shares, all of which may
be granted as Incentive Stock Options. 
The Shares may, in the discretion of the Company, be either authorized
but unissued Shares or Shares held as treasury shares, including Shares
purchased by the Company, whether on the market or otherwise.

                        The
following rules shall apply for purposes of the determination of the number of
Shares available for grant under the Plan:

          (a)          If,
for any reason, any Shares awarded or subject to purchase under the Plan are
not delivered or purchased, or are reacquired by the Company, for reasons
including, but not limited to, a forfeiture of Restricted Stock or termination,
expiration or cancellation of an Option, Stock Appreciation Right, Performance
Shares or Performance Units, such Shares (“Returned Shares”) shall not be
charged against the aggregate number of Shares available for issuance pursuant
to Awards under the Plan and shall again be available for issuance pursuant to
Award under the Plan.  If the exercise
price and/or withholding obligation under an Option is satisfied by tendering
Shares to the Company (either by actual delivery or attestation), only the
number of Shares issued net of the Shares so tendered shall be deemed delivered
for purposes of determining the maximum number of Shares available for issuance
under the Plan.

          (b)          Each
RSU and each Performance Share awarded that may be settled in Shares shall be
counted as one Share subject to an Award. 
Each Performance Unit awarded that may be settled in Shares shall be
counted as a number of Shares subject to an award, with the number determined
by dividing the value of the Performance Unit at grant by the Fair Market Value
of a Share at Grant.  Performance Shares
and Units and RSUs that may not be settled in Shares (or that may be settled in
Shares but are not) shall not result in a charge against the aggregate number
of Shares available for issuance.   

          (c)          Each
Stock Appreciation Right that may be settled in Shares shall be counted as one
Share subject to an award.  Stock
Appreciation Rights that may not be settled in Shares (or that may be settled
in Shares but are not) shall not result in a charge against the aggregate
number of Shares available for issuance.  
In addition, if a Stock Appreciation Right is granted in connection with
an Option and the exercise of the Stock Appreciation Right results in the loss
of the Option right, the Shares that otherwise would have been issued upon the
exercise of such related Option shall not result in a charge against the aggregate
number of Shares available for issuance.

          4.2          Individual
Limits.  Except to the extent the
Committee determines that an Award to a Named Executive Officer shall not
comply with the performance-based compensation provisions of Code Section
162(m), the following rules shall apply to Awards under the Plan:

          (a)          Options
and SARs.  The maximum number of
Options and Stock Appreciation Rights that, in the aggregate, may be granted
pursuant to Awards in any one calendar year to any one Participant shall be one
million five hundred thousand (1,500,000) Shares.

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          (b)          Restricted
Stock, RSUs and Performance Shares. 
The maximum number of Shares of Restricted Stock and the maximum number
of Shares subject to RSUs that may be granted pursuant to Awards in any one
calendar year to any one Participant shall be one million  (1,000,000) Shares.  The
maximum grant of Performance Shares and Units (valued as of the grant date)
that may be granted in any one fiscal year to any one Participant shall equal
the value of one million (1,000,000) Shares.

          4.3          Lapsed
Award.  If any Award granted under
this Plan is canceled, terminates, expires or lapses for any reason, or if
Shares are withheld in payment of the Option Price or for withholding taxes,
any Shares subject to such Award or that are withheld shall again be available
for the grant of an Award under the Plan. 
However, in the event that prior to the Award's cancellation,
termination, expiration or lapse, the holder of the Award at any time received
one or more “benefits of ownership” pursuant to such Award (as defined by the
Securities and Exchange Commission, pursuant to any rule or interpretation
promulgated under Section 16 of the Exchange Act), the Shares subject to such
Award shall not again be made available for regrant under the Plan.

          4.4          Adjustment
of Shares.  In the event of a
corporate transaction involving the Company (including, without limitation, any
stock split, recapitalization, reorganization (whether or not such
reorganization comes within the definition of such term in Code Section 368),
merger, consolidation, separation, including a spin-off, other distribution of
stock or property of the Company, or any partial or complete liquidation of the
Company), the Committee, in its sole discretion, may make adjustments as it
determines to be appropriate and equitable to prevent dilution or enlargement
of rights, including but not limited to adjustment in the number and class of
Shares which may be delivered under the Plan, in the number and class of and/or
price of Shares subject to outstanding Awards granted under the Plan, and any
other adjustments as the Committee determines to be equitable; provided,
however, that the number of Shares subject to any Award shall always be a whole
number and the Committee shall make such adjustments as are necessary to insure
Awards of whole Shares.  Any such
adjustment in the Shares or other stock or securities subject to outstanding
Incentive Stock Options (including any adjustments in the purchase price) shall
be made in such manner as not to constitute a modification as defined by
Section 424(h)(3) of the Code and only to the extent otherwise permitted by
Sections 422 and 424 of the Code.

ARTICLE 5 -
STOCK OPTIONS

          5.1          Grant
of Options.  Subject to the terms
and provisions of the Plan, Options may be granted to Eligible Participants at
any time and from time to time as shall be determined by the Committee.  The Committee shall have sole discretion in
determining the number of Shares subject to Options granted to each
Participant.  The Committee may grant a
Participant ISOs, NQSOs or a combination thereof, and may vary such Awards among
Participants; provided that only an employee may be granted ISOs.  

          5.2          Agreement.  Each Option grant shall be evidenced by an
Agreement that shall specify the Option Price, the duration of the Option, the
number of Shares to which the Option pertains and such other provisions as the
Committee shall determine.  The Option
Agreement shall further specify whether the Award is intended to be an ISO or
an NQSO.  Any portion of an

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Option that is not designated as an ISO or otherwise fails or is not
qualified as an ISO (even if designated as an ISO) shall be an NQSO.

          5.3          Option
Price.  The Option Price for each
grant of an ISO shall not be less than one hundred percent (100%) of the Fair
Market Value of a Share on the date the Option is granted.  The Option Price for each grant of an NQSO
may be less than, equal to or greater than the Fair Market Value of a Share on
the date the Option is granted.

          5.4          Duration
of Options.  Each Option shall
expire at such time as the Committee shall determine at the time of grant;
provided, however, that no Option shall be exercisable later than the tenth (10th)
anniversary of its grant date.

          5.5          Exercise
of Options.  Options granted under
the Plan shall be exercisable at such times and be subject to such restrictions
and conditions as the Committee shall in each instance approve, including
conditions related to the employment of or provision of services by the
Participant with the Company or any Employer, which need not be the same for each
grant or for each Participant.  The
Committee may provide in the Agreement for automatic accelerated vesting and
other rights upon the occurrence of a Change in Control of the Company or upon
the occurrence of other events as specified in the Agreement.  In addition, the Committee may provide in
the Agreement for the deferral of option gains related to an exercise.

          5.6          Payment.  Options shall be exercised by the delivery
of a written notice of exercise to the Company, setting forth the number of
Shares with respect to which the Option is to be exercised, accompanied by full
payment for the Shares (less any amount previously paid by the Participant to
acquire the Option).  The Option Price
upon exercise of any Option shall be payable to the Company in full,
either:  (a) in cash, (b) cash
equivalent approved by the Committee, (c) if approved by the Committee, by
tendering previously acquired Shares (or delivering a certification or
attestation of ownership of such Shares) having an aggregate Fair Market Value
at the time of exercise equal to the total Option Price (provided that the
tendered Shares must have been held by the Participant for any period required
by the Committee), or (d) by a combination of (a), (b) and (c).  The Committee also may allow cashless
exercises as permitted under Federal Reserve Board's Regulation T, subject to
applicable securities law restrictions, or by any other means which the
Committee determines to be consistent with the Plan's purpose and applicable
law.

          5.7          Nontransferability
of Options.

          (a)          Incentive
Stock Options.  No ISO granted under
the Plan may be sold, transferred, pledged, assigned, or otherwise alienated or
hypothecated, other than by will or by the laws of descent and
distribution.  Further, all ISOs granted
to a Participant under the Plan shall be exercisable during his or her lifetime
only by such Participant.

          (b)          Nonqualified
Stock Options.  Except as otherwise
provided in a Participant’s Award Agreement consistent with securities and
other applicable laws, rules and regulations, no NQSO granted under this
Article 5 may be sold, transferred, pledged, assigned, or otherwise alienated
or hypothecated, other than by will or by the laws of descent and
distribution.  Further, except as
otherwise provided in a Participant’s Award Agreement, all NQSOs granted to a

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Participant under this Article 5 shall be exercisable during his or her
lifetime only by such Participant.

          5.8          Special
Rules for ISOs.  Notwithstanding the
above, in no event shall any Participant who owns (within the meaning of
Section 424(d) of the Code) stock of the Company possessing more than ten
percent (10%) of the total combined voting power of all classes of stock of the
Company be eligible to receive an ISO at an Option Price less than one hundred
ten percent (110%) of the Fair Market Value of a share on the date the ISO is
granted or be eligible to receive an ISO that is exercisable later than the
fifth (5th) anniversary date of its grant. 
No Participant may be granted ISOs (under the Plan and all other
incentive stock option plans of the Employer) which are first exercisable in
any calendar year for Shares having an aggregate Fair Market Value (determined
as of the date an Option is granted) that exceeds One Hundred Thousand Dollars
($100,000). 

ARTICLE 6 -
STOCK APPRECIATION RIGHTS

          6.1          Grant
of SARs.  A Stock Appreciation Right
may be granted to an Eligible Participant in connection with an Option granted
under Article 5 of this Plan or may be granted independently of any
Option.  A Stock Appreciation Right
shall entitle the holder, within the specified period, to exercise the SAR and
receive in exchange therefor a payment having an aggregate value equal to the
amount by which the Fair Market Value of a Share exceeds the exercise price,
times the number of Shares with respect to which the SAR is exercised.  A SAR granted in connection with an Option
(a “Tandem SAR”) shall entitle the holder of the related Option, within the
period specified for the exercise of the Option, to surrender the unexercised
Option, or a portion thereof, and to receive in exchange therefore a payment
having an aggregate value equal to the amount by which the Fair Market Value of
a Share exceeds the Option Price per Share, times the number of Shares under
the Option, or portion thereof, which is surrendered.

          6.2          Tandem
SARs.  Each Tandem SAR shall be
subject to the same terms and conditions as the related Option, including
limitations on transferability, and shall be exercisable only to the extent
such Option is exercisable and shall terminate or lapse and cease to be
exercisable when the related Option terminates or lapses.  The grant of Stock Appreciation Rights
related to ISOs  must be concurrent with
the grant of the ISOs.  With respect to
NQSOs, the grant either may be concurrent with the grant of the NQSOs, or in
connection with NQSOs previously granted under Article 5, which are unexercised
and have not terminated or lapsed.

          6.3          Payment.  The Committee shall have sole discretion to
determine in each Agreement whether the payment with respect to the exercise of
an SAR will be in the form of all cash, all Shares, or any combination
thereof.  If payment is to be made in
Shares, the number of Shares shall be determined based on the Fair Market Value
of a Share on the date of exercise.  If
the Committee elects to make full payment in Shares, no fractional Shares shall
be issued and cash payments shall be made in lieu of fractional shares.  The Committee shall have sole discretion as
to the timing of any payment made in cash or Shares, or a combination thereof,
upon exercise of SARs.  Payment may be
made in a lump sum, in annual installments or may be otherwise deferred; and
the Committee shall have sole discretion to determine whether any deferred
payments may bear amounts equivalent to interest or cash dividends.

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          6.4          Exercise
of SARs.  Upon exercise of an SAR,
the number of Shares subject to exercise under any related Option shall
automatically be reduced by the number of Shares represented by the Option or
portion thereof which is surrendered.

ARTICLE 7 -
RESTRICTED STOCK AND RESTRICTED STOCK UNITS

          7.1          Grant
of Restricted Stock and Restricted Stock Units.  Awards of Restricted Stock and Restricted Stock Units (“RSUs”)
may be made to Eligible Participants as a reward for past service or as an
incentive for the performance of future services that will contribute
materially to the successful operation of the Employer.  Awards of Restricted Stock and RSUs may be
made either alone or in addition to or in tandem with other Awards granted
under the Plan and may be current grants of Restricted Stock and RSUs or
deferred grants of Restricted Stock and RSUs.

          7.2          Restricted
Stock Agreement.  The Restricted
Stock Agreement shall set forth the terms of the Award, as determined by the
Committee, including, without limitation, the purchase price, if any, to be
paid for such Restricted Stock, which may be more than, equal to, or less than
Fair Market Value and may be zero, subject to such minimum consideration as may
be required by applicable law; any restrictions applicable to the Restricted
Stock such as continued service or achievement of performance goals; the length
of the Restriction Period, if any, and whether any circumstances, such as
death, Disability, or a Change in Control, will shorten or terminate the
Restriction Period; and rights of the Participant to vote or receive dividends
with respect to the Shares during the Restriction Period.

          7.3          Restricted
Stock Units Agreement.  The
Restricted Stock Unit Agreement shall set forth the terms of the Award, as determined
by the Committee, including without limitation, the number of RSUs granted to
the Participant; the restrictions, terms and conditions of the Award; whether
the Award will be paid in cash, Shares, or a combination of the two and the
time when the Award will be payable; any requirements such as continued service
or achievement of certain performance measures; the length of the Restriction
Period, if any, and whether any circumstances such as Change in Control,
termination of employment, disability or death will shorten or terminate any
vesting or Restriction Period; and whether dividend equivalents will be paid or
accrued with respect to the RSUs.  

          7.4          Nontransferability.  Except as otherwise provided in this Article
7, no RSUs and no Shares of Restricted Stock received by a Participant shall be
sold, exchanged, transferred, pledged, hypothecated or otherwise disposed of
during the Restriction Period.

          7.5          Certificates.  Upon an Award of Restricted Stock to a
Participant, Shares of Restricted Stock shall be registered in the
Participant’s name.  Certificates, if
issued, may either be held in custody by the Company until the Restriction
Period expires or until restrictions thereon otherwise lapse and/or be issued
to the Participant and registered in the name of the Participant, bearing an
appropriate restrictive legend and remaining subject to appropriate
stop-transfer orders.  If required by
the Committee, the Participant shall deliver to the Company one or more stock powers
endorsed in blank relating to the Restricted Stock.  If and when the Restriction Period expires without a prior
forfeiture of the Restricted Stock subject to such Restriction Period,
unrestricted certificates for such shares shall be delivered to the
Participant; provided, however, that the Committee may cause such legend or
legends to be placed on any

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such certificates as it may deem advisable under the rules, regulations
and other requirements of the Securities and Exchange Commission and any
applicable federal or state law.  The
Company shall not be required to deliver any fractional Share but will pay, in
lieu thereof, the Fair Market Value (determined as of the date the restrictions
lapse) of such fractional Share to the holder thereof.  Concurrently with the delivery of a
certificate for Restricted Stock, the holder shall be required to pay an amount
necessary to satisfy any applicable federal, state and local tax requirements
as set out in Article 12 below.

          7.6          Dividends
and Other Distributions.  Except as
provided in this Article 7 or in the Award Agreement, a Participant receiving a
Restricted Stock Award shall have, with respect to such Restricted Stock Award,
all of the rights of a stockholder of the Company, including the right to vote
the Shares to the extent, if any, such Shares possess voting rights and the
right to receive any dividends; provided, however, the Committee may require
that any dividends on such Shares of Restricted Stock shall be automatically
deferred and reinvested in additional Restricted Stock subject to the same
restrictions as the underlying Award, or may require that dividends and other
distributions on Restricted Stock shall be paid to the Company for the account
of the Participant.  The Committee shall
determine whether interest shall be paid on such amounts, the rate of any such
interest, and the other terms applicable to such amounts.  In addition, with respect to Named Executive
Officers, the Committee may apply any restrictions it deems appropriate to the
payment of dividends declared with respect to Restricted Stock such that the
dividends and/or Restricted Stock maintain eligibility for the
performance-based compensation exception under Code Section 162(m).

ARTICLE 8 -
PERFORMANCE SHARES AND UNITS

          8.1          Grant
of Performance Shares/Units. 
Performance Shares, Performance Units or both may be granted to
Participants in such amounts and upon such terms, and at any time and from time
to time, as shall be determined by the Committee.

          8.2          Value
of Performance Shares/Units.  Each
Performance Unit shall have an initial value that is established by the
Committee at the time of grant.  Each
Performance Share shall have an initial value equal to the Fair Market Value of
a Share on the date of grant.  The
Committee shall set performance goals in its discretion which, depending on the
extent to which they are met, will determine the number and/or value of
Performance Shares, Performance Units or both that will be paid out to the
Participant.  For purposes of this
Article 8, the time period during which the performance goals must be met shall
be called a “Performance Period.”

          8.3          Earning
of Performance Shares/Units. 
Subject to the terms of this Plan, after the applicable Performance
Period has ended, the holder of Performance Shares/Units shall be entitled to
receive a payout of the number and value of Performance Shares/Units earned by
the Participant over the Performance Period, to be determined as a function of
the extent to which the corresponding performance goals have been achieved.

          8.4          Form
and Timing of Payment of Performance Shares/Units.  Subject to the terms of this Plan, the
Committee, in its sole discretion, may pay earned Performance Shares/Units in
the form of cash or in Shares (or in a combination thereof) which has an
aggregate Fair Market Value equal to the value of the earned Performance
Shares/Units at the close of the applicable

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Performance Period.  Such Shares
may be granted subject to any restrictions deemed appropriate by the
Committee.  The determination of the
Committee with respect to the form and timing of payout of such Awards shall be
set forth in the Award Agreement pertaining to the grant of the Award.

          Except as
otherwise provided in the Participant’s Award Agreement, a Participant shall be
entitled to receive any dividends declared with respect to Shares earned in
connection with earned grants of Performance Shares/Units, that have not yet
been distributed to the Participant (such dividends shall be subject to the
same accrual, forfeiture, and payout restrictions as apply to dividends earned
with respect to Shares of Restricted Stock, as set forth in Section 7.6
herein).  In addition, unless otherwise
provided in the Participant’s Award Agreement, a Participant shall be entitled
to exercise full voting rights with respect to such Shares.

          8.5          Nontransferability.  Except as otherwise provided in a
Participant’s Award Agreement, Performance Shares/Units may not be sold,
transferred, pledged, assigned, or otherwise alienated or hypothecated, other
than by will or by the laws of descent and distribution.  Further, except as otherwise provided in a
Participant’s Award Agreement, a Participant’s rights under the Plan shall be
exercisable during the Participant’s lifetime only by the Participant or the
Participant’s legal representative.

ARTICLE 9 -
PERFORMANCE MEASURES

          Until the
Committee proposes for stockholder vote and stockholders approve a change in
the general performance measures set forth in this Article 9, the attainment of
which may determine the degree of payout and/or vesting with respect to Named
Executive Officers’ Awards that are intended to qualify under the
performance-based compensation provisions of Code Section 162(m), the
performance measure(s) to be used for purposes of such Awards shall be chosen
from among the following:  earnings,
earnings per share, consolidated pre-tax earnings, net earnings, operating
income, EBIT (earnings before interest and taxes), EBITDA (earnings before
interest, taxes, depreciation and amortization), gross margin, revenues,
revenue growth, market value added, economic value added, return on equity,
return on investment, return on assets, return on net assets, return on capital
employed, total stockholder return, profit, economic profit, capitalized
economic profit, after-tax profit, pre-tax profit, cash flow measures, cash
flow return, sales, sales volume, inventory turnover ratio, stock price, cost,
and/or unit cost.  The Committee can
establish other performance measures for Awards granted to Eligible
Participants that are not Named Executive Officers.

          The
Committee shall be authorized to make adjustments in performance based criteria
or in the terms and conditions of other Awards in recognition of unusual or
nonrecurring events affecting the Company or its financial statements or
changes in applicable laws, regulations or accounting principles.  The Committee shall also have the discretion
to adjust the determinations of the degree of attainment of the pre-established
performance goals; provided, however, that Awards which are designed to qualify
for the performance-based compensation exception from the deductibility
limitations of Code Section 162(m), and which are held by Named Executive
Officers, may not be adjusted upward (the Committee shall retain the discretion
to adjust such Awards downward).

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          If
applicable tax and/or securities laws change to permit Committee discretion to
alter the governing performance measures without obtaining stockholder approval
of such changes, the Committee shall have sole discretion to make such changes
without obtaining stockholder approval. 
In addition, in the event that the Committee determines that it is
advisable to grant Awards which shall not qualify for the performance-based
compensation exception from the deductibility limitations of Code Section
162(m), the Committee may make such grants without satisfying the requirements
of Code Section 162(m).

ARTICLE 10 -
BENEFICIARY DESIGNATION

          Each
Participant under the Plan may, from time to time, name any beneficiary or
beneficiaries (who may be named contingently or successively) to whom any
benefit under the Plan is to be paid in case of his or her death before he or
she receives any or all of such benefit. 
Each such designation shall revoke all prior designations by the same
Participant, shall be in a form prescribed by the Company, and will be effective
only when filed by the Participant in writing with the Company during the
Participant’s lifetime.  In the absence
of any such designation, benefits remaining unpaid at the Participant’s death
shall be paid to the Participant’s estate.

ARTICLE 11 -
DEFERRALS

          The
Committee may permit or require a Participant to defer such Participant’s
receipt of the payment of cash or the delivery of Shares that would otherwise
be due to such Participant by virtue of the exercise of an Option or SAR, the
lapse or waiver of restrictions with respect to Restricted Stock, or RSUs, or
the satisfaction of any requirements or goals with respect to Performance
Shares.  If any such deferral election
is required or permitted, the Committee shall, in its sole discretion, establish
rules and procedures for such payment deferrals.

ARTICLE 12 -
WITHHOLDING

          12.1        Tax
Withholding.  The Company shall have
the power and the right to deduct or withhold, or require a Participant to
remit to the Company, an amount sufficient to satisfy Federal, state, and local
taxes, domestic or foreign, required by law or regulation to be withheld with
respect to any taxable event arising as a result of this Plan.  If a Participant makes a disposition within
the meaning of Section 424(c) of the Code and regulation promulgated
thereunder, of any Share or Shares issued to him pursuant to his exercise of an
Incentive Stock Option within the two-year period commencing on the day after
the date of the grant or within the one-year period commencing on the day after
the date of transfer of such Share or Shares to the Optionee pursuant to such
exercise, the Optionee shall, within ten (10) days of such disposition, notify
the Company thereof, by delivery of written notice to the Company at its principal
executive office, and immediately deliver to the Company the amount of any
required  tax withholding.

          12.2        Share
Withholding.  With respect to
withholding required upon the exercise of Options or SARS, upon the lapse of
restrictions on Restricted Stock or RSUs, or upon any other taxable event
arising as a result of Awards granted hereunder which are to be paid in the
form of Shares, Participants may elect, subject to the approval of the
Committee, to satisfy the

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withholding requirement, in whole or in part, by having the Company
withhold Shares having a Fair Market Value on the date the tax is to be
determined equal to not more than the minimum amount of tax required to be
withheld with respect to the transaction. 
All such elections shall be subject to any restrictions or limitations
that the Committee, in its sole discretion, deems appropriate.

ARTICLE 13 -
AMENDMENT AND TERMINATION

          13.1        Amendment
of Plan.  The Committee may at any time terminate or from time to
time amend the Plan in whole or in part, but no such action shall adversely
affect any rights or obligations with respect to any Awards previously granted
under the Plan, unless the affected Participants consent in writing.  To the extent required by Code Sections
162(m) or 422 and/or the rules of the exchange upon which the Shares are traded
or other applicable law, no amendment, without approval by the Company’s
stockholders, shall (i) modify the requirements as to eligibility for
participation in the Plan; (ii) except as provided in Section 4.3, increase the
maximum number of Shares which are available for issuance in accordance with
Section 4.1; (iii) increase the maximum grants that may be made to a
Participant under Section 4.2, or (iv) change the performance measures in
Article 9.  

          13.2        Amendment
of Award Agreement.  The Committee
may, at any time, amend outstanding Agreements in a manner not inconsistent
with the terms of the Plan; provided, however, except as provided in Section
13.4 and 13.5, if such amendment is adverse to the Participant, as determined
by the Committee, the amendment shall not be effective unless and until the
Participant consents, in writing, to such amendment.  To the extent not inconsistent with the terms of the Plan, the
Committee may, at any time, amend an outstanding Agreement in a manner that is
not unfavorable to the Participant without the consent of such
Participant.  Notwithstanding the above
provision, the Committee shall not have the authority to decrease the Option
Price of any outstanding Option, except in accordance with Section 4.3 or
unless such an amendment is approved by the stockholders of the Company.

          13.3        Termination
of Plan.  No Awards shall be granted
under the Plan on or after the tenth anniversary of the Effective Date of the
Plan.  

          13.4        Cancellation
of Awards for Detrimental Activity. 
The Committee may provide in the Award Agreement that if a Participant
engages in any “Detrimental Activity” (as defined below), the Committee may,
notwithstanding any other provision in this Plan to the contrary, cancel,
rescind, suspend, withhold or otherwise restrict or limit any unexpired,
unexercised, unpaid or deferred Award as of the first date the Participant engages
in the Detrimental Activity, unless sooner terminated by operation of another
term of this Plan or any other agreement. 
Without limiting the generality of the foregoing, the Agreement may also
provide that if the Participant exercises an Option or SAR, receives a
Performance Share, Performance Unit, or RSU payout, or receives Shares under an
Award at any time during the period beginning six months prior to the date the
Participant first engages in Detrimental Activity and ending six months after
the date the Participant ceases to engage in any Detrimental Activity, the
Participant shall be required to pay to the Company the excess of the then fair
market value of the Shares subject to the Award over the total price paid by
the Participant for such Shares.

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                         For
purposes of this Section , “Detrimental Activity” means any of the following,
as determined by the Committee in good faith: (i) the violation of any
agreement between the Company and the Participant relating to the disclosure of
confidential information or trade secrets, the solicitation of employees,
customers, suppliers, licensees, licensors or contractors, or the performance
of competitive services; (ii) conduct that constitutes Cause (as defined
in Section 2.5 above), whether or not the Participant’s employment is
terminated for Cause; (iii) making, or causing or attempting to cause any other
person to make, any statement, either written or oral, or conveying any
information about the Company which is disparaging or which in any way reflects
negatively upon the Company; (iv) improperly disclosing or otherwise misusing
any confidential information regarding the Company; or (v) the refusal or
failure of a Participant to provide, upon the request of the Company, a certification,
in a form satisfactory to the Company, that he or she is in full compliance
with the terms and conditions of the Plan; provided, that the Committee may
provide in the Agreement that only certain of the restrictions provided above
apply for purposes of the Award Agreement.

          13.5        Assumption
or Cancellation of Awards Upon a Corporate Transaction.  In the event of a proposed sale of all or
substantially all of the assets or stock of the Company, the merger of the
Company with or into another corporation such that stockholders of the Company
immediately prior to the merger exchange their shares of stock in the Company
for cash and/or shares of another entity or any other Change in Control or
corporate transaction to which the Committee deems this provision applicable
(any such event is referred to as a “Corporate Transaction”), the Committee
may, in its discretion, cause each Award to be assumed or for an equivalent
Award to be substituted by the successor corporation or a parent or subsidiary
of such successor corporation (and adjusted as appropriate).  

          In addition
or in the alternative, the Committee, in its discretion, may determine that all
or certain types of Awards will be cancelled at or immediately prior to the
time of the Corporate Transaction; provided, however, that at least 30 days
prior to the Corporate Transaction (or, if not feasible to provide 30 days
notice, within a reasonable period prior to the Corporate Transaction), the
Committee notifies the Participant that, subject to rescission if the Corporate
Transaction is not successfully completed within a certain period, the Award
will be terminated and provides the Participant, either, at the election of the
Committee, (i) a payment (in cash or Shares) equal to value of the Award, as
determined below, or (ii) the right to exercise the Option or other Award as to
all Shares, including Shares as to which the Option or other Award would not
otherwise be exercisable (or with respect to Restricted Stock, RSUs, Performance
Shares or Performance Units, provide that all restrictions shall lapse) prior
to the Corporate Transaction.  For
purposes of this provision, the value of the Award shall be measured as of the
date of the Corporate Transaction and shall equal the amount of cash or Shares
that would be payable to the Participant upon exercise or vesting of the Award,
less the amount of any payment required to be tendered by the Participant upon
such exercise.  For example, the amount
payable to the Participant upon the Committee’s decision to cancel outstanding
Options would equal the difference between the Fair Market Value of the Options
and the Exercise Price for such Options, computed as of the date of the
Corporate Transaction.

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ARTICLE 14-
MISCELLANEOUS PROVISIONS

          14.1        Restrictions
on Shares.  All certificates for
Shares delivered under the Plan shall be subject to such stop-transfer orders
and other restrictions as the Committee may deem advisable under the rules,
regulations, and other requirements of the Securities and Exchange Commission,
any stock exchange upon which the Shares are then listed and any applicable
federal or state laws, and the Committee may cause a legend or legends to be
placed on any such certificates to make appropriate reference to such
restrictions.  In making such
determination, the Committee may rely upon an opinion of counsel for the
Company.

                         Notwithstanding
any other provision of the Plan, the Company shall have no liability to deliver
any Shares under the Plan or make any other distribution of the benefits under
the Plan unless such delivery or distribution would comply with all applicable
laws (including, without limitation, the requirements of the Securities Act of
1933), and the applicable requirements of any securities exchange or similar
entity. 

          14.2        Rights of a
Stockholder.  Except as otherwise
provided in Article 7 of the Plan and in the Restricted Stock Agreement, each
Participant who receives an Award of Restricted Stock shall have all of the
rights of a stockholder with respect to such Shares, including the right to
vote the Shares to the extent, if any, such Shares possess voting rights and
receive dividends and other distributions. 
Except as provided otherwise in the Plan or in an Agreement, no
Participant awarded an Option, Stock Appreciation Right, RSU, Performance Unit,
or Performance Share shall have any right as a stockholder with respect to any
Shares covered by such Award prior to the date of issuance to him or her of a
certificate or certificates for such Shares.

          14.3        No Implied
Rights.  Nothing in the Plan or any
Award granted under the Plan shall confer upon any Participant any right to
continue in the service of the Employer, or to serve as a Director thereof, or
interfere in any way with the right of the Employer to terminate his or her
employment or other service relationship at any time.  Unless agreed by the Board, no Award granted under the Plan shall
be deemed salary or compensation for the purpose of computing benefits under
any employee benefit plan, severance program, or other arrangement of the
Employer for the benefit of its employees. 
No Participant shall have any claim to an Award until it is actually
granted under the Plan.  To the extent
that any person acquires a right to receive payments from the Company under the
Plan, such right shall, except as otherwise provided by the Committee, be no
greater than the right of an unsecured general creditor of the Company.

          14.4        Compliance
with Laws.

          (a)          At
all times when the Committee determines that compliance with Code Section
162(m) is required or desirable, all Awards granted under this Plan to Named
Executive Officers shall comply with the requirements of Code Section
162(m).  In addition, in the event that
changes are made to Code Section 162(m) to permit greater flexibility with
respect to any Awards under the Plan, the Committee may, subject to the
requirements of Article 13, make any adjustments it deems appropriate.  

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            (b)        The
Plan and the grant of Awards shall be subject to all applicable federal and
state laws, rules, and regulations and to such approvals by any United States
government or regulatory agency as may be required.  Any provision herein relating to compliance with Rule 16b-3 under
the Act shall not be applicable with respect to participation in the Plan by
Participants who are not Insiders.

          14.5        Successors.  The terms of the Plan shall be binding upon
the Company, and its successors and assigns. 


          14.6        Tax
Elections.  Each Participant agrees
to give the Committee prompt written notice of any election made by such
Participant under Code Section 83(b) or any similar provision thereof.

          14.7        Legal
Construction.

          (a)           Severability.  If any provision of this Plan or an
Agreement is or becomes or is deemed invalid, illegal or unenforceable in any
jurisdiction, or would disqualify the Plan or any Agreement under any law
deemed applicable by the Committee, such provision shall be construed or deemed
amended to conform to applicable laws or if it cannot be construed or deemed
amended without, in the determination of the Committee, materially altering the
intent of the Plan or the Agreement, it shall be stricken and the remainder of
the Plan or the Agreement shall remain in full force and effect.

          (b)         Gender
and Number.  Where the context
admits, words in any gender shall include the other gender, words in the
singular shall include the plural and words in the plural shall include the
singular.

          (c)         Governing
Law.  To the extent not preempted by
federal law, the Plan and all Agreements hereunder, shall be construed in
accordance with and governed by the laws of the State of Delaware.

          IN WITNESS
WHEREOF, this Plan is executed this the 29th day of October, 2003.

	
   
	
  TURBOCHEF TECHNOLOGIES, INC.
	
   

	
   
	
   
	
   

	
   
	
   
	
   

	
  ATTEST:
	
  By :
	
    /s/ Richard
  E. Perlman
	
   

	
   
	
   
	
  

  	
   

	
   
	
   
	
  Authorized Officer
	
   

	
   
	
   
	
   

	
    /s/ James A.
  Cochran
	
   
	
   

	
  

  	
   
	
   

	
  Secretary
	
   
	
   



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