EXHIBIT 10.42

                              BIGSTRING CORPORATION

                           2006 EQUITY INCENTIVE PLAN

<PAGE>

                              BIGSTRING CORPORATION

                           2006 EQUITY INCENTIVE PLAN

1.    Definitions

      In addition to other terms defined herein, the following terms shall have
the meanings given below:

      (a) Administrator means the Board, and, upon its delegation of all or part
of its authority to administer the Plan to the Committee, the Committee.

      (b) Affiliate means any Subsidiary of the Corporation, and also includes
any other business entity which is controlled by, under common control with or
controls the Corporation; provided, however, that the term "Affiliate" shall be
construed in a manner in accordance with the registration provisions of
applicable federal securities laws.

      (c) Award means, individually or collectively, a grant under the Plan of
an Option (including an Incentive Option, Nonqualified Option or a Director
Option); a Stock Appreciation Right (including a Related SAR or a Freestanding
SAR); a Restricted Award (including a Restricted Stock Award or a Restricted
Unit Award); a Performance Award (including a Performance Share Award or a
Performance Unit Award); a Phantom Stock Award; a Dividend Equivalent Award; or
any other award granted under the Plan.

      (d) Award Agreement means an agreement (which may be in written or
electronic form, in the Administrator's discretion, and which includes any
amendment or supplement thereto) between the Corporation and a Participant
specifying the terms, conditions and restrictions of an Award granted to the
Participant. An Agreement may also state such other terms, conditions and
restrictions, including, but not limited to, terms, conditions and restrictions
applicable to shares or any other benefit underlying an Award, as may be
established by the Administrator.

      (e) Board or Board of Directors means the Board of Directors of the
Corporation.

      (f) Cause shall mean, unless the Administrator determines otherwise, a
Participant's termination of employment or service resulting from the
Participant's (i) termination for "cause" as defined under the Participant's
employment, consulting or other agreement with the Corporation or an Affiliate,
if any, or (ii) if the Participant has not entered into any such employment,
consulting or other agreement (or if any such agreement does not address the
effect of a "cause" termination), then the Participant's termination shall be
for "Cause" if termination results due to the Participant's (A) dishonesty; (B)
refusal to perform his or her duties for the Corporation; (C) engaging in
fraudulent conduct; or (D) engaging in any conduct that could be materially
damaging to the Corporation without a reasonable good faith belief that such
conduct was in the best interest of the Corporation. The determination of
"Cause" shall be made by the Administrator and its determination shall be final
and conclusive.

<PAGE>

      (g) Change in Control:

            (i) General: Except as may be otherwise provided in an individual
Award Agreement or as may be otherwise required in order to comply with Code
Section 409A, a "Change in Control" shall be deemed to have occurred on the
earliest of the following dates:

                  (A) The date any entity or person shall have become the
            beneficial owner of, or shall have obtained voting control over, 50%
            or more of the outstanding Common Stock of the Corporation;

                  (B) The date the stockholders of the Corporation approve a
            definitive agreement (I) to merge or consolidate the Corporation
            with or into another corporation or other business entity (each, a
            "corporation"), in which the Corporation is not the continuing or
            surviving corporation or pursuant to which any shares of Common
            Stock of the Corporation would be converted into cash, securities or
            other property of another corporation, other than a merger or
            consolidation of the Corporation in which the holders of Common
            Stock immediately prior to the merger or consolidation continue to
            own at least 50% of Common Stock after the merger or consolidation,
            or if the Corporation is not the surviving corporation, at least 50%
            of the common stock (or other voting securities) of the surviving
            corporation immediately after the merger; provided, however, that if
            consummation of such merger or consolidation is subject to the
            approval of federal, state or other regulatory authorities, then,
            unless the Administrator determines otherwise, a "Change in Control"
            shall not be deemed to occur until the later of the date of
            stockholder approval of such merger or consolidation or the date of
            final regulatory approval of such merger or consolidation; or (II)
            to sell or otherwise dispose of all or substantially all the assets
            of the Corporation; or

                  (C) The date there shall have been a change in a majority of
            the Board of Directors of the Corporation within a 12-month period
            unless the nomination for election by the Corporation's stockholders
            of each new Director was approved by the vote of two-thirds of the
            members of the Board (or a committee of the Board, if nominations
            are approved by a Board committee rather than the Board) then still
            in office who were in office at the beginning of the 12-month
            period.

            (For the purposes herein, the term "person" shall mean any
            individual, corporation, partnership, group, association or other
            person, as such term is defined in Section 13(d)(3) or Section
            14(d)(2) of the Exchange Act, other than the Corporation, a
            Subsidiary of the Corporation or any employee benefit plan(s)
            sponsored or maintained by the Corporation or any Subsidiary
            thereof, and the term "beneficial owner" shall have the meaning
            given the term in Rule 13d-3 under the Exchange Act.)

      The Administrator shall have full and final authority, in its discretion,
to determine whether a Change in Control of the Corporation has occurred
pursuant to the above definition, the date of the occurrence of such Change in
Control and any incidental matters relating thereto.


                                       2
<PAGE>

            (ii) Definition Applicable to Awards subject to Code Section 409A:
Notwithstanding the preceding provisions of Section 1(g)(i), in the event that
any Awards granted under the Plan are deemed to be deferred compensation subject
to the provisions of Code Section 409A, then distributions related to such
Awards may be permitted, in the Administrator's discretion, upon the occurrence
of one or more of the following events (as they are defined and interpreted
under Code Section 409A, related regulations, or other guidance): (A) a change
in the ownership of the Corporation, (B) a change in effective control of the
Corporation, or (C) a change in the ownership of a substantial portion of the
assets of the Corporation.

      (h) Code means the Internal Revenue Code of 1986, as amended.

      (i) Committee means the Compensation Committee of the Board appointed to
administer the Plan.

      (j) Common Stock means the common stock of BigString Corporation, par
value $.0001 per share.

      (k) Corporation means BigString Corporation, a Delaware corporation,
together with any successor thereto.

      (l) Covered Employee shall have the meaning given the term in Section
162(m) of the Code and related regulations.

      (m) Director means a member of the Board or a member of the board of
directors of an Affiliate.

      (n) Director Option means an Option granted to a Nonemployee Director of
the Corporation as provided in Section 8.

      (o) Disability shall, except as may be otherwise determined by the
Administrator or required under Code Section 409A or related regulations or
other guidance, have the meaning given in any employment agreement, consulting
agreement or other similar agreement, if any, to which a Participant is a party,
or, if there is no such agreement (or if any such agreement does not address the
effect of termination due to disability), "Disability" shall mean: (i) a
Participant's inability to perform the functions, duties and responsibilities
which he or she had been performing for the Corporation or an Affiliate for a
continuous period of not less than 6 months due to physical or mental reasons,
(ii) it is determined by a licensed physician acceptable to the Corporation that
it is likely such inability will continue after the conclusion of the six month
period, and (iii) as a result of such physical or mental ailment, the
Participant's employment with the Corporation or an Affiliate will cease. The
Administrator shall have discretion to determine if a termination due to
Disability has occurred.

      (p) Displacement shall, as applied to any Participant, have the meaning
given in any employment agreement, consulting agreement or other similar
agreement, if any, to which the Participant is a party, or, if there is no such
agreement (or if any such agreement does not address the effect of a termination
due to displacement), "Displacement" shall mean the termination of the
Participant's employment or service due to the elimination of the Participant's
job or position without fault on the part of the Participant (as determined by
the Administrator).


                                       3
<PAGE>

      (q) Dividend Equivalent Award means a right granted to a Participant
pursuant to Section 13 to receive the equivalent value (in cash or shares of
Common Stock) of dividends paid on Common Stock.

      (r) Effective Date means the effective date of the Plan, as provided in
Section 4.

      (s) Election shall have the meaning set forth in Section 19(b).

      (t) Employee means any person who is an employee of the Corporation or any
Affiliate (including entities which become Affiliates after the Effective Date
of the Plan). For this purpose, an individual shall be considered to be an
Employee only if there exists between the individual and the Corporation or an
Affiliate the legal and bona fide relationship of employer and employee;
provided, however, that, with respect to Incentive Options, "Employee" means any
person who is considered an employee of the Corporation or any Subsidiary for
purposes of Treas. Reg. Section 1.421-1(h) (or any successor provision related
thereto).

      (u) Exchange Act means the Securities Exchange Act of 1934, as amended.

      (v) Fair Market Value per share of the Common Stock shall be established
in good faith by the Administrator and, except as may otherwise be determined by
the Administrator, the Fair Market Value shall be determined in accordance with
the following provisions: (i) if the shares of Common Stock are listed for
trading on the New York Stock Exchange or the American Stock Exchange, the Fair
Market Value shall be the closing sales price per share of the shares on the New
York Stock Exchange or the American Stock Exchange (as applicable) on the date
immediately preceding the date an Option is granted or other determination is
made (such date of determination being referred to herein as a "valuation
date"), or, if there is no transaction on such date, then on the trading date
nearest preceding the valuation date for which closing price information is
available, and, provided further, if the shares are quoted on the Nasdaq
National Market or the Nasdaq Capital Market of the Nasdaq Stock Market but are
not listed for trading on the New York Stock Exchange or the American Stock
Exchange, the Fair Market Value shall be the closing sales price for such stock
(or the closing bid, if no sales were reported) as quoted on such system on the
valuation date or the date immediately or nearest preceding the valuation date
for which such information is available; or (ii) if the shares of Common Stock
are not listed or reported in any of the foregoing, then the Fair Market Value
shall be determined by the Administrator based on such valuation measures or
other factors as it deems appropriate (provided, however, that, (A) with respect
to the grant of Incentive Options, the Fair Market Value shall be determined by
the Administrator in accordance with the applicable provisions of Section
20.2031-2 of the Federal Estate Tax Regulations, or in any other manner
consistent with the Code Section 422 and accompanying regulations; and (B) to
the extent, if any, required by Code Section 409A, Fair Market Value shall be
determined in accordance with Section 409A, related regulations, or other
guidance).

      (w) FICA Amount shall have the meaning set forth in Section 18(b)(iii)(C).

      (x) Freestanding SAR means a SAR that is granted without relation to an
Option, as provided in Section 9.


                                       4
<PAGE>

      (y) Incentive Option means an Option that is designated by the
Administrator as an Incentive Option pursuant to Section 7 and intended to meet
the requirements of incentive stock options under Code Section 422 and related
regulations.

      (z) Nonemployee Director means a Director of the Board who is not an
Employee of the Corporation or an Affiliate and who is eligible to receive a
Director Option pursuant to Section 8.

      (aa) Nonqualified Option means an Option granted under Section 7 or
Section 8 that is not intended to qualify as an incentive stock option under
Code Section 422 and related regulations.

      (bb) Option means a stock option granted under Section 7 or Section 8 that
entitles the holder to purchase from the Corporation a stated number of shares
of Common Stock at the price set forth in an Award Agreement.

      (cc) Option Period means the term of an Option, as provided in Section
7(d) and Section 8(d).

      (dd) Option Price means the price at which an Option may be exercised, as
provided in Section 7(b) and Section 8(c).

      (ee) Participant means an individual employed by, or providing services
to, the Corporation or an Affiliate, and who satisfies the requirements of
Section 6 and is selected by the Administrator to receive an Award under the
Plan.

      (ff) Performance Award means a Performance Share Award and/or a
Performance Unit Award, as provided in Section 11.

      (gg) Performance Measures mean one or more performance factors which may
be established by the Administrator with respect to an Award. Performance
factors may be based on such corporate, business unit or division and/or
individual performance factors and criteria as the Administrator in its
discretion may deem appropriate; provided, however, that, such performance
factors shall be limited to one or more of the following (as determined by the
Administrator in its discretion): (i) cash flow; (ii) return on equity; (iii)
return on assets; (iv) earnings per share; (v) achievement of operational
milestones; (vi) operations expense efficiency milestones; (vii) consolidated
earnings before or after taxes (including earnings before interest, taxes,
depreciation and amortization); (viii) net income; (ix) operating income; (x)
book value per share; (xi) return on investment; (xii) return on capital; (xiii)
improvements in capital structure; (xiv) expense management; (xv) profitability
of an identifiable business unit or product; (xvi) maintenance or improvement of
profit margins; (xvii) stock price or total stockholder return; (xviii) market
share; (xix) costs; (xx) working capital; (xxi) economic wealth created; (xxii)
strategic business criteria; (xxiii) efficiency ratio(s); (xxiv) achievement of
division, group, function or corporate financial, strategic or operational
goals; (xxv) comparisons with stock market indices or performances of metrics of
peer companies; and (xxvi) any other performance criteria established by the
Administrator from time to time which is not inconsistent with the other
performance criteria set forth herein. To the extent that Section 162(m) of the
Code is applicable, the Administrator shall, within the time and in the manner
prescribed by


                                       5
<PAGE>

Section 162(m) of the Code and related regulations, define in an objective
fashion the manner of calculating the Performance Measures it selects to use for
Participants during any specific performance period. Such performance factors
may be adjusted or modified due to extraordinary items, transactions, events or
developments, or in recognition of, or in anticipation of, any other unusual or
nonrecurring events affecting the Corporation or the financial statements of the
Corporation, or in response to, or in anticipation of, changes in applicable
laws, regulations, accounting principles or business conditions, in each case as
determined by the Administrator.

      (hh) Performance Share means an Award granted under Section 11, in an
amount determined by the Administrator and specified in an Award Agreement,
stated with reference to a specified number of shares of Common Stock, that
entitles the holder to receive shares of Common Stock, a cash payment or a
combination of Common Stock and cash (as determined by the Administrator),
subject to the terms of the Plan and the terms and conditions established by the
Administrator.

      (ii) Performance Unit means an Award granted under Section 11, in an
amount determined by the Administrator and specified in an Award Agreement, that
entitles the Participant to receive shares of Common Stock, a cash payment or a
combination of Common Stock and cash (as determined by the Administrator),
subject to the terms of the Plan and the terms and conditions established by the
Administrator.

      (jj) Phantom Stock Award means an Award granted under Section 12, that
entitles the Participant to a payment in cash, shares of Common Stock or a
combination of cash and Common Stock (as determined by the Administrator),
following the completion of the applicable vesting period and compliance with
the terms of the Plan and other terms and conditions established by the
Administrator. The unit value of a Phantom Stock Award shall be based on the
Fair Market Value of a share of Common Stock.

      (kk) Plan means the BigString Corporation 2006 Equity Incentive Plan, as
it may be hereafter amended and/or restated.

      (ll) Related Option shall have the meaning set forth in Section 9(a).

      (mm) Related SAR means a SAR granted under Section 9 that is granted in
relation to a particular Option and can be exercised only upon the surrender to
the Corporation, unexercised, of that portion of the Option to which the SAR
relates.

      (nn) Restricted Award means a Restricted Stock Award and/or a Restricted
Stock Unit Award, as provided in Section 10.

      (oo) Restricted Stock Award means shares of Common Stock awarded to a
Participant under Section 10. Shares of Common Stock subject to a Restricted
Stock Award shall cease to be restricted when, in accordance with the terms of
the Plan and the terms and conditions established by the Administrator, the
shares vest and become transferable and free of substantial risks of forfeiture.

      (pp) Restricted Stock Unit means a Restricted Award granted to a
Participant pursuant to Section 10 which is settled (i) by the delivery of one
share of Common Stock for each


                                       6
<PAGE>

Restricted Stock Unit, (ii) in cash in an amount equal to the Fair Market Value
of one share of Common Stock for each Restricted Stock Unit, or (iii) in a
combination of cash and Shares equal to the Fair Market Value of one share of
Common Stock for each Restricted Stock Unit, as determined by the Administrator.
A Restricted Stock Unit Award represents the promise of the Corporation to
deliver shares, cash or a combination thereof, as applicable, at the end of the
Restriction Period, subject to compliance with the terms of the Plan and the
terms and conditions established by the Administrator.

      (qq) Restriction Period shall have the meaning set forth in Section 10(a).

      (rr) Retirement shall, as applied to any Participant, be as defined in any
employment agreement, consulting agreement or other similar agreement, if any,
to which the Participant is a party, or, if there is no such agreement (or if
any such agreement does address the effect of termination due to retirement),
"Retirement" shall mean retirement in accordance with the retirement policies
and procedures established by the Corporation, as determined by the
Administrator.

      (ss) SAR means a stock appreciation right granted under Section 9
entitling the Participant to receive, with respect to each share of Common Stock
encompassed by the exercise of such SAR, the excess of the Fair Market Value on
the date of exercise over the SAR base price, subject to the terms of the Plan
and any other terms and conditions established by the Administrator. References
to "SARs" include both Related SARs and Freestanding SARs, unless the context
requires otherwise.

      (tt) Securities Act means the Securities Act of 1933, as amended.

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

      (vv) Termination Date means the date of termination of a Participant's
employment or service for any reason, as determined by the Administrator in its
sole discretion.

2.    Purpose

      The purpose of the Plan is to encourage and enable selected Employees and
Directors of the Corporation and its Affiliates to acquire or to increase their
holdings of Common Stock of the Corporation and other proprietary interests in
the Corporation in order to promote a closer identification of their interests
with those of the Corporation and its stockholders, thereby further stimulating
their efforts to enhance the efficiency, soundness, profitability, growth and
stockholder value of the Corporation. This purpose will be carried out through
the granting of Awards to selected Employees and Directors, including the
granting to selected Participants of Options in the form of Incentive Stock
Options and Nonqualified Options; SARs in the form of Related SARs and
Freestanding SARs; Restricted Awards in the form of Restricted Stock Awards and
Restricted Stock Units; Performance Awards in the form of Performance Shares and
Performance Units; Phantom Stock Awards; Director Options; and/or Dividend
Equivalent Awards.


                                       7
<PAGE>

3.    Administration of the Plan

      (a) The Plan shall be administered by the Board of Directors of the
Corporation or, upon its delegation, by the Committee. Unless the Board
determines otherwise, the Committee shall be comprised solely of two or more
"non-employee directors," as such term is defined in Rule 16b-3 under the
Exchange Act, or as may otherwise be permitted under Rule 16b-3. Further, to the
extent required by Section 162(m) of the Code and related regulations, the Plan
shall be administered by a committee comprised of two or more "outside
directors" (as such term is defined in Section 162(m) or related regulations) or
as may otherwise be permitted under Section 162(m) and related regulations. For
the purposes of the Plan, the term "Administrator" shall refer to the Board and,
upon its delegation to the Committee of all or part of its authority to
administer the Plan, to the Committee. Notwithstanding the foregoing, the Board
shall have sole authority to grant discretionary Awards (that is, Awards other
than Director Options) to Directors who are not employees of the Corporation or
its Affiliates.

      (b) Subject to the provisions of the Plan, the Administrator shall have
full and final authority in its discretion to take any action with respect to
the Plan including, without limitation, the authority (i) to determine all
matters relating to Awards, including selection of individuals to be granted
Awards, the types of Awards, the number of shares of Common Stock, if any,
subject to an Award, and all terms, conditions, restrictions and limitations of
an Award; (ii) to prescribe the form or forms of Award Agreements evidencing any
Awards granted under the Plan; (iii) to establish, amend and rescind rules and
regulations for the administration of the Plan; and (iv) to construe and
interpret the Plan, Awards and Award Agreements made under the Plan, to
interpret rules and regulations for administering the Plan and to make all other
determinations deemed necessary or advisable for administering the Plan. Except
to the extent otherwise required under Code Section 409A, related regulations,
or other guidance, (i) the Administrator shall have the authority, in its sole
discretion, to accelerate the date that any Award which was not otherwise
exercisable, vested or earned shall become exercisable, vested or earned in
whole or in part without any obligation to accelerate such date with respect to
any other Award granted to any recipient; and (ii) the Administrator also may in
its sole discretion modify or extend the terms and conditions for exercise,
vesting or earning of an Award. The Administrator may determine that a
Participant's rights, payments and/or benefits with respect to an Award
(including, but not limited to, any shares issued or issuable and/or cash paid
or payable with respect to an Award) shall be subject to reduction,
cancellation, forfeiture or recoupment upon the occurrence of certain specified
events, in addition to any other applicable vesting or performance conditions of
an Award. Such events may include, but shall not be limited to, termination of
employment for cause, violation of policies of the Corporation or an Affiliate,
breach of non-solicitation, noncompetition, confidentiality or other restrictive
covenants that may apply to the Participant, or other conduct by the Participant
that is determined by the Administrator to be detrimental to the business or
reputation of the Corporation or any Affiliate. In addition, the Administrator
shall have the authority and discretion to establish terms and conditions of
Awards as the Administrator determines to be necessary or appropriate to conform
to the applicable requirements or practices of jurisdictions outside of the
United States. In addition to action by meeting in accordance with applicable
laws, any action of the Administrator with respect to the Plan may be taken by a
written instrument signed by all of the members of the Board or Committee, as
appropriate, and any such action so taken by written consent shall be as fully
effective as if it had been taken by a majority of the members at a meeting duly
held and called.


                                       8
<PAGE>

No member of the Board or Committee, as applicable, shall be liable while acting
as Administrator for any action or determination made in good faith with respect
to the Plan, an Award or an Award Agreement. The members of the Board or
Committee, as applicable, shall be entitled to indemnification and reimbursement
in the manner provided in the Corporation's certificate of incorporation and
by-laws and/or under applicable law.

4.    Effective Date

      The Effective Date of the Plan shall be May 18, 2006; provided, that the
stockholders of the Corporation approve the Plan on such date. If the
stockholders of the Corporation do not approve the Plan on May 18, 2006, the
Effective Date of the Plan will be the date that the Plan is approved by the
stockholders of the Corporation. Awards may be granted under the Plan on and
after the Effective Date, but not after the date that is the tenth anniversary
less one day after the Effective Date. Awards that are outstanding at the end of
the Plan term (or such earlier termination date as may be established by the
Board pursuant to Section 15(a)) shall continue in accordance with their terms,
unless otherwise provided in the Plan or an Award Agreement.

5.    Shares of Stock Subject to the Plan; Award Limitations

      (a) Shares of Stock Subject to the Plan: Subject to adjustments as
provided in Section 5(c), the aggregate number of shares of Common Stock that
may be issued pursuant to Awards granted under the Plan shall not exceed the sum
of 15,000,000 shares. Shares delivered under the Plan shall be authorized but
unissued shares, treasury shares or shares purchased on the open market or by
private purchase. The Corporation hereby reserves sufficient authorized shares
of Common Stock to meet the grant of Awards hereunder.

      (b) Shares Not Subject to Limitations: The following will not be applied
to the share limitations of Section 5(a) above: (i) dividends, including
dividends paid in shares, or dividend equivalents paid in cash in connection
with outstanding Awards; (ii) Awards which by their terms are settled in cash
rather than the issuance of shares; (iii) any shares subject to an Award under
the Plan which Award is forfeited, cancelled or terminated, expires or lapses
for any reason; and (iv) any shares surrendered by a Participant or withheld by
the Corporation to pay the Option Price or purchase price for an Award or shares
or used to satisfy any tax withholding requirement in connection with the
exercise, vesting or earning of an Award if, in accordance with the terms of the
Plan, a Participant pays such Option Price or purchase price or satisfies such
tax withholding by either tendering previously owned shares or having the
Corporation withhold shares.

      (c) Adjustments: If there is any change in the outstanding shares of
Common Stock because of a merger, consolidation or reorganization involving the
Corporation or an Affiliate, or if the Board of Directors of the Corporation
declares a stock dividend, stock split distributable in shares of Common Stock,
reverse stock split, combination or reclassification of the Common Stock, or if
there is a similar change in the capital stock structure of the Corporation or
an Affiliate affecting the Common Stock, the number of shares of Common Stock
reserved for issuance under the Plan shall be correspondingly adjusted, and the
Administrator shall make such adjustments to Awards and to any provisions of
this Plan as the Administrator deems equitable to prevent dilution or
enlargement of Awards or as may be otherwise advisable.


                                       9
<PAGE>

6.    Eligibility

      An Award may be granted only to an individual who satisfies all of the
following eligibility requirements on the date the Award is granted:

      (a) The individual is either (i) an Employee or (ii) a Director.

      (b) With respect to the grant of Incentive Options, the individual is
otherwise eligible to participate under Section 6, is an Employee of the
Corporation or a Subsidiary and does not own, immediately before the time that
the Incentive Option is granted, stock possessing more than 10% of the total
combined voting power of all classes of stock of the Corporation or a
Subsidiary. Notwithstanding the foregoing, an Employee who owns more than 10% of
the total combined voting power of the Corporation or a Subsidiary may be
granted an Incentive Option if the Option Price is at least 110% of the Fair
Market Value of the Common Stock, and the Option Period does not exceed five
years. For this purpose, an individual will be deemed to own stock which is
attributable to him or her under Section 424(d) of the Code.

      (c) With respect to the grant of substitute Awards or assumption of awards
in connection with a merger, consolidation, acquisition, reorganization or
similar business combination involving the Corporation or an Affiliate, the
recipient is otherwise eligible to receive the Award and the terms of the Award
are consistent with the Plan and applicable laws, rules and regulations
(including, to the extent necessary, the federal securities laws registration
provisions and Section 424(a) of the Code).

7.    Options

      (a) Grant of Options: Subject to the limitations of the Plan, the
Administrator may in its sole and absolute discretion grant Options to such
eligible individuals in such numbers, subject to such terms and conditions, and
at such times as the Administrator shall determine. Both Incentive Options and
Nonqualified Options may be granted under the Plan, as determined by the
Administrator; provided, however, that Incentive Options may only be granted to
Employees of the Corporation or a Subsidiary. To the extent that an Option is
designated as an Incentive Option but does not qualify as such under Section 422
of the Code, the Option (or portion thereof) shall be treated as a Nonqualified
Option. An Option may be granted with or without a Related SAR.

      (b) Option Price: The Option Price shall be established by the
Administrator and stated in the Award Agreement evidencing the grant of the
Option; provided, that (i) the Option Price of an Incentive Option shall be no
less than 100% of the Fair Market Value of a share of Common Stock as determined
on the date the Option is granted (or 110% of the Fair Market Value with respect
to Incentive Options granted to an Employee who owns stock possessing more than
10% of the total voting power of all classes of stock of the Corporation or a
Subsidiary, as provided in Section 6(b)); (ii) the Option Price of a
Nonqualified Option shall be no less than 85% of the Fair Market Value of a
share of the Common Stock on the date the Option is granted; and (iii) in no
event shall the Option Price per share of any Option be less than the par value
per share of the Common Stock. Notwithstanding the foregoing, the Administrator
may in its discretion authorize the grant of substitute or assumed options of an
acquired entity


                                       10
<PAGE>

with an Option Price not equal to at least 100% of the Fair Market Value on the
date of grant, if such options are assumed or substituted in accordance with
Section 424(a) and related regulations and if the option price of any such
assumed or substituted option was at least equal to 100% of the fair market
value of the underlying stock on the original date of grant.

      (c) Date of Grant: An Incentive Option shall be considered to be granted
on the date that the Administrator acts to grant the Option, or on any later
date specified by the Administrator as the effective date of the Option. A
Nonqualified Option shall be considered to be granted on the date the
Administrator acts to grant the Option or any other date specified by the
Administrator as the date of grant of the Option.

      (d) Option Period and Limitations on the Right to Exercise Options:

            (i) The Option Period shall be determined by the Administrator at
the time the Option is granted and shall be stated in the Award Agreement. With
respect to Incentive Options, the Option Period shall not extend more than 10
years from the date on which the Option is granted (or five years with respect
to Incentive Options granted to an Employee who owns stock possessing more than
10% of the total combined voting power of all classes of stock of the
Corporation or a Subsidiary, as provided in Section 6(b)). Any Option or portion
thereof not exercised before expiration of the Option Period shall terminate.
The period or periods during which, and conditions pursuant to which, an Option
may become exercisable shall be determined by the Administrator in its
discretion, subject to the terms of the Plan.

            (ii) An Option may be exercised by giving written notice to the
Corporation in form acceptable to the Administrator at such place and subject to
such conditions as may be established by the Administrator or its designee. Such
notice shall specify the number of shares to be purchased pursuant to an Option
and the aggregate purchase price to be paid therefor and shall be accompanied by
payment of such purchase price. The total number of shares that may be acquired
upon exercise of an Option shall be rounded down to the nearest whole share. No
fractional shares shall be issued. Unless an Award Agreement provides otherwise,
such payment shall be in the form of cash or cash equivalent; provided that,
where permitted by the Administrator and applicable laws, rules and regulations
(and subject to such terms and conditions as may be established by the
Administrator), payment may also be made:

                  (A) By delivery (by either actual delivery or attestation) of
            shares of Common Stock owned by the Participant for at least six
            months (or for such other time period determined by the
            Administrator) and otherwise acceptable to the Administrator;

                  (B) By shares of Common Stock withheld upon exercise;

                  (C) By delivery of written notice of exercise to the
            Corporation and delivery to a broker of written notice of exercise
            and irrevocable instructions to promptly deliver to the Corporation
            the amount of sale or loan proceeds to pay the Option Price;

                  (D) By such other payment methods as may be approved by the
            Administrator and which are acceptable under applicable law; or


                                       11
<PAGE>

                  (E) By any combination of the foregoing methods.

Shares tendered or withheld in payment on the exercise of an Option shall be
valued at their Fair Market Value on the date of exercise, as determined by the
Administrator.

            (iii) Unless the Administrator determines otherwise, no Option
granted to a Participant who was an Employee at the time of grant shall be
exercised unless the Participant is, at the time of exercise, an Employee, and
has been an Employee continuously since the date the Option was granted, subject
to the following:

                  (A) The employment relationship of a Participant shall be
            treated as continuing intact for any period that the Participant is
            on military or sick leave or other bona fide leave of absence,
            provided that the period of such leave does not exceed 90 days, or,
            if longer, as long as the Participant's right to reemployment is
            guaranteed either by statute or by contract. The employment
            relationship of a Participant shall also be treated as continuing
            intact while the Participant is not in active service because of
            Disability. The Administrator shall have sole authority to determine
            whether a Participant is disabled and, if applicable, the
            Participant's Termination Date.

                  (B) Unless the Administrator determines otherwise, if the
            employment of a Participant is terminated because of Disability or
            death, the Option may be exercised only to the extent exercisable on
            the Participant's Termination Date, except that the Administrator
            may in its sole discretion accelerate the date for exercising all or
            any part of the Option which was not otherwise exercisable on the
            Termination Date. The Option must be exercised, if at all, prior to
            the first to occur of the following, whichever shall be applicable:
            (I) the close of the one-year period following the Termination Date
            (or such other period stated in the Award Agreement); or (II) the
            close of the Option Period. In the event of the Participant's death,
            such Option shall be exercisable by such person or persons as shall
            have acquired the right to exercise the Option by will or by the
            laws of intestate succession.

                  (C) Unless the Administrator determines otherwise, if the
            employment of the Participant is terminated for any reason,
            including Retirement, other than Disability, death or for "Cause,"
            his or her Option may be exercised to the extent exercisable on his
            or her Termination Date, except that the Administrator may in its
            sole discretion accelerate the date for exercising all or any part
            of the Option which was not otherwise exercisable on the Termination
            Date. The Option must be exercised, if at all, prior to the first to
            occur of the following, whichever shall be applicable: (I) the close
            of the three month period following the Termination Date (or such
            other period stated in the Award Agreement); or (II) the close of
            the Option Period. If the Participant dies following such
            termination of employment and prior to the earlier of the dates
            specified in (I) or (II) of this subparagraph (C), the Participant
            shall be treated as having died while employed under subparagraph
            (B) (treating for this purpose the Participant's date of termination
            of employment as the Termination Date). In the event of the
            Participant's death, such Option shall


                                       12
<PAGE>

            be exercisable by such person or persons as shall have acquired the
            right to exercise the Option by will or by the laws of intestate
            succession.

                  (D) Unless the Administrator determines otherwise, if the
            employment of the Participant is terminated for "Cause," his or her
            Option shall lapse and no longer be exercisable as of his or her
            Termination Date, as determined by the Administrator.

                  (E) Notwithstanding the foregoing, the Administrator may, in
            its sole discretion (subject to any requirements imposed under Code
            Section 409A, related regulations, or other guidance), accelerate
            the date for exercising all or any part of an Option which was not
            otherwise exercisable on the Termination Date, extend the period
            during which an Option may be exercised, modify the terms and
            conditions to exercise, or any combination of the foregoing.

            (iv) Unless the Administrator determines otherwise, an Option
granted to a Participant who was a Director but who was not an Employee at the
time of grant may be exercised only to the extent exercisable on the
Participant's Termination Date (unless the termination was for Cause), and must
be exercised, if at all, prior to the first to occur of the following, as
applicable: (A) the close of the six month period following the Termination Date
(or such other period stated in the Award Agreement); or (B) the close of the
Option Period. If the services of a Participant are terminated for Cause, his or
her Option shall lapse and no longer be exercisable as of his or her Termination
Date, as determined by the Administrator. Notwithstanding the foregoing, the
Administrator may in its sole discretion (subject to any requirements imposed
under Code Section 409A, related regulations, or other guidance) accelerate the
date for exercising all or any part of an Option which was not otherwise
exercisable on the Termination Date, extend the period during which an Option
may be exercised, modify the other terms and conditions to exercise, or any
combination of the foregoing.

      (e) Notice of Disposition: If shares of Common Stock acquired upon
exercise of an Incentive Option are disposed of within two years following the
date of grant or one year following the transfer of such shares to a Participant
upon exercise, the Participant shall, promptly following such disposition,
notify the Corporation in writing of the date and terms of such disposition and
provide such other information regarding the disposition as the Administrator
may reasonably require.

      (f) Limitation on Incentive Options: In no event shall there first become
exercisable by an Employee in any one calendar year Incentive Options granted by
the Corporation or any Subsidiary with respect to shares having an aggregate
Fair Market Value (determined at the time an Incentive Option is granted)
greater than $100,000. To the extent that any Incentive Options are first
exercisable by a Participant in excess of such limitation, the excess shall be
considered a Nonqualified Option.

      (g) Nontransferability: Incentive Options shall not be transferable
(including by sale, assignment, pledge or hypothecation) other than by will or
the laws of intestate succession or, in the Administrator's discretion, as may
otherwise be permitted in accordance with Treas. Reg.


                                       13
<PAGE>

Section 1.421-1(b)(2) or any successor provision thereto. Nonqualified Options
shall not be transferable (including by sale, assignment, pledge or
hypothecation) other than by will or the laws of intestate succession, except as
may be permitted by the Administrator in a manner consistent with the
registration provisions of the Securities Act. Except as may be permitted by the
preceding sentence, an Option shall be exercisable during the Participant's
lifetime only by him or her or by his or her guardian or legal representative.
The designation of a beneficiary in accordance with Section 19(g) does not
constitute a transfer.

8.    Director Options

      (a) General: Each Nonemployee Director shall be eligible for the grant of
a Director Option or Director Options as provided in Section 8. Director Options
shall be designated as Nonqualified Options. Director Options shall be subject
to the other terms and conditions of the Plan except as otherwise provided in
Section 8.

      (b) Eligibility: A Director Option may be granted only to an individual
who is a Nonemployee Director of the Corporation on the date the Director Option
is granted. A Nonemployee Director may also be eligible for other Awards
(including, but not limited to, Options granted pursuant to Section 7), subject
to the terms of the Plan and the Administrator's discretion.

      (c) Option Price: The price per share of Common Stock at which a Director
Option may be exercised shall be 100% of the Fair Market Value of a share of
Common Stock on the date the Option is granted.

      (d) Option Period and Limitations on the Right to Exercise Options:

            (i) The Option Period of a Director Option shall be 10 years from
the date of grant. To the extent that all or part of an Option becomes
exercisable but is not exercised, such Option shall accumulate and be
exercisable by the Director in whole or in part at any time before the
expiration of the Option Period. The total number of shares that may be acquired
upon the exercise of a Director Option shall be rounded down to the nearest
whole share. No fractional shares shall be issued. Any Director Option or
portion thereof not exercised before expiration of the Option Period shall
terminate.

            (ii) Unless the Administrator determines otherwise, a Director
Option granted to a Nonemployee Director at the time of grant may be exercised
only to the extent exercisable on the Nonemployee Director's Termination Date
(unless the termination was for Cause), and must be exercised, if at all, prior
to the first to occur of the following, as applicable: (A) the close of the six
month period following the Termination Date (or such other period stated in the
Award Agreement); or (B) the close of the Option Period. If the services of a
Nonemployee Director are terminated for Cause, his or her Director Option or
Director Options shall lapse and no longer be exercisable as of his or her
Termination Date, as determined by the Administrator.

            (iii) A Director Option shall be exercised by giving written notice
to the Administrator or its designee at such time and place as the Administrator
shall direct. Such notice shall specify the number of shares to be purchased
pursuant to the Director Option and the


                                       14
<PAGE>

aggregate purchase price to be paid therefor, and shall be accompanied by the
payment of such purchase price. Payment shall be made in accordance with Section
7(d)(ii).

      (e) Nontransferability: A Director Option shall not be transferable
(including by sale, assignment, pledge or hypothecation) other than by will or
the laws of intestate succession, except as may be permitted by the
Administrator in a manner consistent with the registration provisions of the
Securities Act. Except as may be permitted by the preceding sentence, a Director
Option shall be exercisable during the Nonemployee Director's lifetime only by
him or her or by his or her guardian or legal representative. The designation of
a beneficiary in accordance with Section 19(g) does not constitute a transfer.

9.    Stock Appreciation Rights

      (a) Grant of SARs: Subject to the limitations of the Plan, the
Administrator may in its sole and absolute discretion grant SARs to such
eligible individuals, in such numbers, upon such terms and at such times as the
Administrator shall determine. SARs may be granted to the holder of an Option (a
"Related Option") with respect to all or a portion of the shares of Common Stock
subject to the Related Option (a "Related SAR") or may be granted separately to
an eligible individual (a "Freestanding SAR"). The base price per share of a SAR
shall be no less than 100% of the Fair Market Value of a share of Common Stock
on the date the SAR is granted.

      (b) Related SARs: A Related SAR may be granted either concurrently with
the grant of the Related Option or (if the Related Option is a Nonqualified
Option) at any time thereafter prior to the complete exercise, termination,
expiration or cancellation of such Related Option; provided, however, that
Related SARs must be granted in accordance with Code Section 409A, related
regulations, and other guidance. The base price of a Related SAR shall be equal
to the Option Price of the Related Option. Related SARs shall be exercisable
only at the time and to the extent that the Related Option is exercisable (and
may be subject to such additional limitations on exercisability as the
Administrator may provide in the Award Agreement), and in no event after the
complete termination or full exercise of the Related Option. Notwithstanding the
foregoing, a Related SAR that is related to an Incentive Option may be exercised
only to the extent that the Related Option is exercisable and only when the Fair
Market Value exceeds the Option Price of the Related Option. Upon the exercise
of a Related SAR granted in connection with a Related Option, the Option shall
be canceled to the extent of the number of shares as to which the SAR is
exercised, and upon the exercise of a Related Option, the Related SAR shall be
canceled to the extent of the number of shares as to which the Related Option is
exercised or surrendered.

      (c) Freestanding SARs: A SAR may be granted without relationship to an
Option (as defined above, a "Freestanding SAR") and, in such case, will be
exercisable upon such terms and subject to such conditions as may be determined
by the Administrator, subject to the terms of the Plan.

      (d) Exercise of SARs:

            (i) Subject to the terms of the Plan, SARs shall be exercisable in
whole or in part upon such terms and conditions as may be established by the
Administrator and stated in the


                                       15
<PAGE>

applicable Award Agreement. The period during which a SAR may be exercisable
shall not exceed 10 years from the date of grant or, in the case of Related
SARs, such shorter Option Period as may apply to the Related Option. Any SAR or
portion thereof not exercised before expiration of the period established by the
Administrator shall terminate.

            (ii) SARs may be exercised by giving written notice to the
Corporation in form acceptable to the Administrator at such place and subject to
such terms and conditions as may be established by the Administrator or its
designee. Unless the Administrator determines otherwise, the date of exercise of
a SAR shall mean the date on which the Corporation shall have received proper
notice from the Participant of the exercise of such SAR.

            (iii) Each Participant's Award Agreement shall set forth the extent
to which the Participant shall have the right to exercise a SAR following
termination of the Participant's employment or service with the Corporation.
Such provisions shall be determined in the sole discretion of the Administrator,
need not be uniform among all SARs issued pursuant to this Section 9, and may
reflect distinctions based on the reasons for termination of employment.
Notwithstanding the foregoing, unless the Administrator determines otherwise, no
SAR may be exercised unless the Participant is, at the time of exercise, an
eligible Participant, as described in Section 6, and has been a Participant
continuously since the date the SAR was granted, subject to the provisions of
Sections 7(d)(iii) and (iv).

      (e) Payment Upon Exercise: Subject to the limitations of the Plan, upon
the exercise of a SAR, a Participant shall be entitled to receive payment from
the Corporation in an amount determined by multiplying (i) the difference
between the Fair Market Value of a share of Common Stock on the date of exercise
of the SAR over the base price of the SAR by (ii) the number of shares of Common
Stock with respect to which the SAR is being exercised. Notwithstanding the
foregoing, the Administrator in its sole discretion may limit in any manner the
amount payable with respect to a SAR. The consideration payable upon exercise of
a SAR shall be paid in cash, shares of Common Stock (valued at Fair Market Value
on the date of exercise of the SAR) or a combination of cash and shares of
Common Stock, as determined by the Administrator. Notwithstanding the foregoing,
to the extent required to ensure that an SAR is not subject to, or complies
with, Code Section 409A, related regulations and other guidance, (i) a SAR shall
be settled solely for shares of Common Stock of the Corporation, which Common
Stock is traded on an established securities market, and which SAR does not
include any feature for the deferral of compensation other than the deferral of
recognition of income until the exercise of the SAR; or (ii) a SAR shall be
structured in a manner designed to be exempt from, or to comply with, the
requirements of Code Section 409A. No fractional shares of Common Stock will be
issuable upon exercise of the SAR and, unless otherwise provided in the
applicable Award Agreement, the Participant will receive cash in lieu of
fractional shares.

      (f) Nontransferability: Unless the Administrator determines otherwise, (i)
SARs shall not be transferable (including by sale, assignment, pledge or
hypothecation) other than by will or the laws of intestate succession, and (ii)
SARs may be exercised during the Participant's lifetime only by him or her or by
his or her guardian or legal representative. The designation of a beneficiary in
accordance with Section 19(g) does not constitute a transfer.


                                       16
<PAGE>

10.   Restricted Awards

      (a) Grant of Restricted Awards: Subject to the limitations of the Plan,
the Administrator may in its sole discretion grant Restricted Awards to such
individuals in such numbers, upon such terms and at such times as the
Administrator shall determine. Such Restricted Awards may be in the form of
Restricted Stock Awards and/or Restricted Stock Units that are subject to
certain conditions, which conditions must be met in order for the Restricted
Award to vest and be earned (in whole or in part) and no longer subject to
forfeiture. Restricted Stock Awards shall be payable in shares of Common Stock.
Restricted Stock Units shall be payable in cash or whole shares of Common Stock,
or partly in cash and partly in whole shares of Common Stock, in accordance with
the terms of the Plan and the sole discretion of the Administrator. The
Administrator shall determine the nature, length and starting date of the
period, if any, during which a Restricted Award may be earned (the "Restriction
Period"), and shall determine the conditions which must be met in order for a
Restricted Award to be granted or to vest or be earned (in whole or in part),
which conditions may include, but are not limited to, payment of a stipulated
purchase price, attainment of performance objectives, continued service or
employment for a certain period of time (or a combination of attainment of
performance objectives and continued service), Retirement, Displacement,
Disability, death, or any combination of such conditions. Notwithstanding the
foregoing, Restricted Awards that vest based solely on continued service or the
passage of time shall be subject to a minimum Restriction Period of one year
(except in the case of (i) Restricted Awards assumed or substituted in
connection with mergers, acquisitions or other business transactions, (ii)
Restricted Awards granted in connection with the recruitment or hiring of a
Participant, and/or (iii) Restricted Awards granted pursuant to any incentive
compensation or bonus program established by the Corporation). In the case of
Restricted Awards based upon performance criteria, or a combination of
performance criteria and continued service, the Administrator shall determine
the Performance Measures applicable to such Restricted Awards (subject to
Section 1(gg)).

      (b) Vesting of Restricted Awards: Subject to the terms of the Plan and
Code Section 409A, related regulations, or other guidance, the Administrator
shall have sole authority to determine whether and to what degree Restricted
Awards have vested and been earned and are payable and to establish and
interpret the terms and conditions of Restricted Awards. The Administrator may
(subject to any restrictions imposed under Code Section 409A, related
regulations, or other guidance) accelerate the date that any Restricted Award
granted to a Participant shall be deemed to be vested or earned in whole or in
part, without any obligation to accelerate such date with respect to other
Restricted Awards granted to any Participant.

      (c) Forfeiture of Restricted Awards: Unless the Administrator determines
otherwise, if the employment or service of a Participant shall be terminated for
any reason and all or any part of a Restricted Award has not vested or been
earned pursuant to the terms of the Plan and the individual Award, such Award,
to the extent not then vested or earned, shall be forfeited immediately upon
such termination and the Participant shall have no further rights with respect
thereto.

      (d) Dividend and Voting Rights; Share Certificates: The Administrator
shall have sole discretion to determine whether a Participant shall have
dividend rights, voting rights or other rights as a stockholder with respect to
shares subject to a Restricted Award which has not


                                       17
<PAGE>

yet vested or been earned. If the Administrator so determines, a certificate or
certificates for shares of Common Stock subject to a Restricted Award may be
issued in the name of the Participant as soon as practicable after the Award has
been granted; provided, however, that, notwithstanding the foregoing, the
Administrator shall have the right to retain custody of certificates evidencing
the shares subject to a Restricted Award and to require the Participant to
deliver to the Corporation a stock power, endorsed in blank, with respect to
such Award, until such time as the Restricted Award vests (or is forfeited) and
is no longer subject to a substantial risk of forfeiture.

      (e) Nontransferability: Unless the Administrator determines otherwise,
Restricted Awards that have not vested shall not be transferable (including by
sale, assignment, pledge or hypothecation) other than by will or the laws of
intestate succession, and the recipient of a Restricted Award shall not sell,
transfer, assign, pledge or otherwise encumber shares subject to the Award until
the Restriction Period has expired and until all conditions to vesting have been
met. The designation of a beneficiary in accordance with Section 19(g) does not
constitute a transfer.

11.   Performance Awards

      (a) Grant of Performance Awards: Subject to the terms of the Plan, the
Administrator may in its sole discretion grant Performance Awards to such
eligible individuals upon such terms and conditions and at such times as the
Administrator shall determine. Performance Awards may be in the form of
Performance Shares and/or Performance Units. An Award of a Performance Share is
a grant of a right to receive shares of Common Stock, the cash value thereof, or
a combination thereof (in the Administrator's sole discretion), which is
contingent upon the achievement of performance or other objectives during a
specified period and which has a value on the date of grant equal to the Fair
Market Value of a share of Common Stock. An Award of a Performance Unit is a
grant of a right to receive shares of Common Stock or a designated dollar value
amount of Common Stock which is contingent upon the achievement of performance
or other objectives during a specified period, and which has an initial value
determined in a dollar amount established by the Administrator at the time of
grant. Subject to Section 5(b), the Administrator shall have complete discretion
in determining the number of Performance Units and/or Performance Shares granted
to any Participant. The Administrator shall determine the nature, length and
starting date of the period during which a Performance Award may be earned (the
"Performance Period"), and shall determine the conditions which must be met in
order for a Performance Award to be granted or to vest or be earned (in whole or
in part), which conditions may include but are not limited to specified
performance objectives, continued service or employment for a certain period of
time, or a combination of such conditions. Subject to Section 1(gg), the
Administrator shall determine the Performance Measures to be used in valuing
Performance Awards.

      (b) Earning of Performance Awards: Subject to the terms of the Plan and
the requirements of Code Section 409A, related regulations, or other guidance,
the Administrator shall have sole authority to determine whether and to what
degree Performance Awards have been earned and are payable and to interpret the
terms and conditions of Performance Awards and the provisions of Section 11. The
Administrator, in its sole and absolute discretion, may (subject to any
restrictions imposed under Code Section 409A, related regulations, or other


                                       18
<PAGE>

guidance) accelerate the date that any Performance Award granted to a
Participant shall be deemed to be earned in whole or in part, without any
obligation to accelerate such date with respect to other Awards granted to any
Participant.

      (c) Form of Payment: Payment of the amount to which a Participant shall be
entitled upon earning a Performance Award shall be made in cash, shares of
Common Stock, or a combination of cash and shares of Common Stock, as determined
by the Administrator in its sole discretion. Payment may be made in a lump sum
or in installments upon such terms as may be established by the Administrator.

      (d) Forfeiture of Performance Awards: Unless the Administrator determines
otherwise, if the employment or service of a Participant shall terminate for any
reason and the Participant has not earned all or part of a Performance Award
pursuant to the terms of the Plan and individual Award, such Award, to the
extent not then earned, shall be forfeited immediately upon such termination and
the Participant shall have no further rights with respect thereto.

      (e) Nontransferability: Unless the Administrator determines otherwise,
Performance Awards that have not been earned shall not be transferable
(including by sale, assignment, pledge or hypothecation) other than by will or
the laws of intestate succession, and the recipient of a Performance Award shall
not sell, transfer, assign, pledge or otherwise encumber any shares subject to
the Award until the Performance Period has expired and until the conditions to
earning the Award have been met. The designation of a beneficiary in accordance
with Section 19(g) does not constitute a transfer.

12.   Phantom Stock Awards

      (a) Grant of Phantom Stock Awards: Subject to the terms of the Plan, the
Administrator may in its sole discretion grant Phantom Stock Awards to such
eligible individuals, in such numbers, upon such terms and at such times as the
Administrator shall determine. A Phantom Stock Award is an Award to a
Participant of a number of hypothetical share units with respect to shares of
Common Stock, with a value based on the Fair Market Value of a share of Common
Stock.

      (b) Vesting of Phantom Stock Awards: Subject to the terms of the Plan and
the requirements of Code Section 409A, related regulations, or other guidance,
the Administrator shall have sole authority to determine whether and to what
degree Phantom Stock Awards have vested and are payable and to interpret the
terms and conditions of Phantom Stock Awards.

      (c) Forfeiture of Phantom Stock Awards: Unless the Administrator
determines otherwise, if the employment or service of a Participant shall be
terminated for any reason and all or any part of a Phantom Stock Award has not
vested and become payable pursuant to the terms of the Plan and the individual
Award, such Award, to the extent not then vested or earned, shall be forfeited
immediately upon such termination and the Participant shall have no further
rights with respect thereto.

      (d) Payment of Phantom Stock Awards: Upon vesting of all or a part of a
Phantom Stock Award and satisfaction of such other terms and conditions as may
be established by the Administrator, the Participant shall be entitled to a
payment of an amount equal to the Fair


                                       19
<PAGE>

Market Value of a share of Common Stock with respect to each such Phantom Stock
Award which has vested. Payment may be made, in the discretion of the
Administrator, in cash or in shares of Common Stock valued at their Fair Market
Value on the applicable vesting date or dates (or other date or dates determined
by the Administrator), or in a combination thereof. The Administrator may,
however, establish a limitation on the amount payable in respect of each share
of Phantom Stock. Payment may be made in a lump sum or upon such terms as may be
established by the Administrator.

      (e) Nontransferability: Unless the Administrator determines otherwise, (i)
Phantom Stock Awards that have not vested shall not be transferable (including
by sale, assignment, pledge or hypothecation) other than by will or the laws of
intestate succession, (ii) Phantom Stock Awards may be exercised during the
Participant's lifetime only by him or her or by his or her guardian or legal
representative, and (iii) shares of Common Stock (if any) subject to a Phantom
Stock Award may not be sold, transferred, assigned, pledged or otherwise
encumbered until the Phantom Stock Award has vested and all other conditions
established by the Administrator have been met. The designation of a beneficiary
in accordance with Section 19(g) does not constitute a transfer.

13.   Dividends and Dividend Equivalents

      The Administrator may, in its sole discretion, provide that Awards granted
under the Plan earn dividends or dividend equivalents. To the extent permitted
under Code Section 409A, such dividends or dividend equivalents may be paid
currently or may be credited to a Participant's account. Any crediting of
dividends or dividend equivalents may be subject to such restrictions and
conditions as the Administrator may establish, including reinvestment in
additional shares of Common Stock or share equivalents.

14.   No Right or Obligation of Continued Employment or Service

      Neither the Plan, the grant of an Award nor any other action related to
the Plan shall confer upon the Participant any right to continue in the service
of the Corporation or an Affiliate as an Employee or Director or to interfere in
any way with the right of the Corporation or an Affiliate to terminate the
Participant's employment or service at any time.

15.   Amendment and Termination of the Plan

      (a) Amendment and Termination of Plan: The Plan may be amended, altered
and/or terminated at any time by the Board; provided, that (i) approval of an
amendment to the Plan by the stockholders of the Corporation shall be required
to the extent, if any, that stockholder approval of such amendment is required
by applicable law, rule or regulation; and (ii) except for adjustments made
pursuant to Section 5(c), the Option Price for any outstanding Option or base
price of any outstanding SAR may not be decreased after the date of grant, nor
may any outstanding Option or SAR be surrendered to the Corporation as
consideration for the grant of a new Option or SAR with a lower Option Price or
base price than the original Option or SAR, as the case may be, without
stockholder approval of any such action. No action to amend or terminate the
Plan shall permit the acceleration of the time or schedule of any payment of


                                       20
<PAGE>

amounts deemed to involve the deferral of compensation under Code Section 409A,
except as may be otherwise permitted under Code Section 409A, related
regulations, or other guidance.

      (b) Amendment of Awards: The Administrator may amend, alter or terminate
any Award granted under the Plan, prospectively or retroactively, but such
amendment, alteration or termination of an Award shall not, without the consent
of the recipient of an outstanding Award, materially adversely affect the rights
of the recipient with respect to the Award.

      (c) Unilateral Authority of Administrator to Modify Plan and Awards:
Notwithstanding Section 15(a) and Section 15(b) herein, the following provisions
shall apply:

            (i) The Administrator shall have unilateral authority to amend the
Plan and any Award (without Participant consent and without stockholder
approval, unless such stockholder approval is required by applicable laws, rules
or regulations) to the extent necessary to comply with applicable laws, rules or
regulations or changes to applicable laws, rules or regulations (including but
not limited to Code Section 409A and Code Section 422 or related regulations or
other guidance and federal securities laws).

            (ii) The Administrator shall have unilateral authority to make
adjustments to the terms and conditions of Awards in recognition of unusual or
nonrecurring events affecting the Corporation or any Affiliate, or the financial
statements of the Corporation or any Affiliate, or of changes in accounting
principles, if the Administrator determines that such adjustments are
appropriate in order to prevent dilution or enlargement of the benefits or
potential benefits intended to be made available under the Plan or necessary or
appropriate to comply with applicable accounting principles.

      (d) Cash Settlement: Notwithstanding any provision of the Plan, an Award
or an Award Agreement to the contrary, the Administrator may (subject to any
requirements imposed under Code Section 409A, related regulations, or other
guidance) cause any Award (or portion thereof) granted under the Plan to be
canceled in consideration of an alternative Award or cash payment of an
equivalent cash value, as determined by the Administrator in its sole
discretion, made to the holder of such canceled Award.

16.   Restrictions on Awards and Shares

      The Corporation may impose such restrictions on Awards, shares and any
other benefits underlying Awards hereunder as it may deem advisable, including,
without limitation, restrictions under the federal securities laws, the
requirements of any stock exchange or similar organization and any blue sky,
state or foreign securities laws applicable to such securities. Notwithstanding
any other Plan provision to the contrary, the Corporation shall not be obligated
to issue, deliver or transfer shares of Common Stock under the Plan, make any
other distribution of benefits under the Plan, or take any other action, unless
such delivery, distribution or action is in compliance with all applicable laws,
rules and regulations (including but not limited to the requirements of the
Securities Act). The Corporation may cause a restrictive legend to be placed on
any certificate issued pursuant to an Award hereunder in such form as may be
prescribed from time to time by applicable laws and regulations or as may be
advised by legal counsel.


                                       21
<PAGE>

17.   Change in Control

      (a) Notwithstanding any other provision of the Plan to the contrary, and
except as may be otherwise provided in an Award Agreement or required under Code
Section 409A, related regulations, or other guidance, in the event of a Change
in Control:

            (i) All Options and SARs outstanding as of the date of such Change
in Control shall become fully exercisable, whether or not then otherwise
exercisable.

            (ii) Any restrictions, including but not limited to the Restriction
Period, Performance Period, performance criteria and/or vesting conditions
applicable to any Restricted Award, Performance Award and/or Phantom Stock
Award, shall be deemed to have been met, and such Awards shall become fully
vested, earned and payable to the fullest extent of the original grant of the
applicable Award.

      (b) Notwithstanding the foregoing, in the event of a merger, share
exchange, reorganization, sale of all or substantially all of the assets of the
Corporation or other similar transaction or event affecting the Corporation or
its stockholders or an Affiliate, the Administrator may, in its sole and
absolute discretion, determine that any or all Awards granted pursuant to the
Plan shall not vest or become exercisable on an accelerated basis, if the
Corporation or the surviving or acquiring corporation, as the case may be, shall
have taken such action, including but not limited to the assumption of Awards
granted under the Plan or the grant of substitute awards (in either case, with
substantially similar terms or equivalent economic benefits as Awards granted
under the Plan), as the Administrator determines to be equitable or appropriate
to protect the rights and interests of Participants under the Plan. If the
Committee is acting as the Administrator authorized to make the determinations
provided for in this Section 17(b), such determination must also be approved by
the Board prior to such determination being placed into effect.

18.   Compliance with Code Section 409A

      (a) General: Notwithstanding any other provision in the Plan or an Award
to the contrary, if and to the extent that Code Section 409A is deemed to apply
to the Plan or any Award granted under the Plan, it is the general intention of
the Corporation that the Plan and all such Awards shall comply with Code Section
409A, related regulations, or other guidance, and the Plan and any such Award
shall, to the extent practicable, be construed in accordance therewith.
Deferrals of shares issuable pursuant to an Option, a SAR settled in shares of
Common Stock, a Restricted Award or any other Award otherwise exempt from Code
Section 409A, in a manner that would cause Code Section 409A to apply, shall not
be permitted. Without in any way limiting the effect of the foregoing, in the
event that Code Section 409A, related regulations or other guidance require that
any special terms, provisions or conditions be included in the Plan or any
Award, then such terms, provisions and conditions shall, to the extent
practicable, be deemed to be made a part of the Plan or Award, as applicable.
Further, in the event that the Plan or any Award shall be deemed not to comply
with Code Section 409A or any related regulations or other guidance, then
neither the Corporation, the Administrator nor their designees or agents shall
be liable to any Participant or other person for actions, decisions or
determinations made in good faith.


                                       22
<PAGE>

      (b) Specific Terms Applicable to Awards Subject to Code Section 409A:
Without limiting the effect of Section 18(a), above, and notwithstanding any
other provision in the Plan to the contrary, the following provisions shall, to
the extent required under Code Section 409A, related regulations, or other
guidance, apply with respect to Awards deemed to involve the deferral of
compensation under Code Section 409A:

            (i) Distributions: Distributions may be made with respect to Awards
subject to Code Section 409A not earlier than upon the occurrence of one or more
of the following events: (A) separation of service; (B) disability; (C) death;
(D) a specified time or pursuant to a fixed schedule; (E) a change in the
ownership or effective control of the Corporation, or in the ownership of a
substantial portion of the assets of the Corporation; or (F) the occurrence of
an unforeseeable emergency. Each of the preceding distribution events shall be
defined and interpreted in accordance with Code Section 409A and related
regulations or other guidance.

            (ii) Key Employees: With respect to Participants who are "key
employees" (as defined in Code Section 409A, related regulations, or other
guidance), a distribution due to separation of service may not be made before
the date that is six months after the date of separation of service (or, if
earlier, the date of death of the Participant), except as may be otherwise
permitted pursuant to Code Section 409A, related regulations, or other guidance.
To the extent that a Participant is subject to this section and a distribution
is to be paid in installments, through an annuity, or in some other manner where
payment will be periodic, the Participant shall be paid, during the seventh
month following separation from service, the aggregate amount of payments he or
she would have received but for the application of this section; all remaining
payments shall be made in their ordinary course. The previous sentence shall be
applicable only if and to the extent that it complies with Code Section 409A,
related regulations, and other applicable guidance.

            (iii) No Acceleration: Unless permissible under Code Section 409A,
related regulations, or other guidance, acceleration of the time or schedule of
any payment under the Plan is prohibited, except that, to the extent permitted
by the Administrator and to the extent such exceptions do not violate Code
Section 409A, the following accelerations may be permitted in an Award:

                  (A) As necessary to fulfill a domestic relations order (as
            defined in Code Section 414(p)(1)(B));

                  (B) As necessary to comply with a certificate of divestiture
            (as defined in Code Section 1043(b)(2)); and

                  (C) To pay the Federal Insurance Contributions Act tax imposed
            under Code Sections 3101 and 3121(v)(2) on amounts deferred under
            the Plan (the "FICA Amount"), including the income tax at source on
            wages imposed under Code Section 3401 on the FICA Amount, and to pay
            the additional income tax at source of wages attributable to
            additional Code Section 3401 wages and taxes.

            (iv) Short-Term Deferrals: Except to the extent otherwise required
or permitted under Code Section 409A, related regulations or other guidance, the
Administrator


                                       23
<PAGE>

shall (unless an individual Award Agreement provides otherwise) provide that
distributions pursuant to Awards must be made no later than the later of (A) the
date that is 2-1/2 months from the end of the Participant's first taxable year
in which the amount is no longer subject to a substantial risk of forfeiture; or
(B) the date that is 2-1/2 months from the end of the Corporation's first
taxable year in which the amount is no longer subject to a substantial risk of
forfeiture.

            (v) Deferral Elections:

                  (A) In the sole discretion of the Administrator, a Participant
            may be permitted to make an election as to the time and form of any
            distribution from an Award, provided that, except as specified in
            (B) and (C) below, such election is made not later than the close of
            the taxable year preceding the taxable year in which the services
            for which the Award is granted are to be performed, or at such other
            time or times as may be permitted under Code Section 409A, related
            regulations, or other guidance.

                  (B) In the case of the first year in which the Participant
            becomes eligible to participant in the Plan, the election described
            in (A) may be made with respect to services to be performed
            subsequent to the election within 30 days after the date the
            Participant becomes eligible to participate in the Plan.

                  (C) In the case of any performance-based compensation (as that
            term is defined in Code Section 409A, related regulations, or other
            guidance), where such compensation is based on services performed
            over a period of at least 12 months, the election described in (A)
            may be made no later than six months before the end of the period.

            (vi) To the extent that the Administrator, in its sole discretion,
permits a subsequent election to delay a payment or change the form of payment
that has been specified under (A), (B) or (C) above, the following provisions
shall apply:

                  (A) Such election may not take effect until 12 months after
            the date on which the election is made;

                  (B) Where the payment is to be made for reasons other than
            death, disability or unforeseen hardship, as those terms are defined
            in Section 18(b)(i), above, the first payment with respect to which
            such election is made must be deferred for a period of not less than
            five years from the date such payment would otherwise have been
            made; and

                  (C) Any election related to a payment based upon separation
            from service, as that term is defined in Section 18(b)(i), above,
            may not be made less than 12 months prior to the date of the first
            scheduled payment hereunder.


                                       24
<PAGE>

19.   General Provisions

      (a) Stockholder Rights: Except as otherwise determined by the
Administrator (and subject to the provisions of Section 10(d) regarding
Restricted Awards), a Participant and his or her legal representative, legatees
or distributees shall not be deemed to be the holder of any shares subject to an
Award and shall not have any rights of a stockholder unless and until
certificates for such shares have been issued and delivered to him or her or
them under the Plan. A certificate or certificates for shares of Common Stock
acquired upon exercise of an Option or SAR shall be promptly issued in the name
of the Participant (or his or her beneficiary) and distributed to the
Participant (or his or her beneficiary) as soon as practicable following receipt
of notice of exercise and, with respect to Options, payment of the Option Price
(except as may otherwise be determined by the Corporation in the event of
payment of the Option Price pursuant to Section 7(d)(ii)(C)). Except as
otherwise provided in Section 10(d) regarding Restricted Awards, a certificate
for any shares of Common Stock issuable pursuant to a Restricted Award,
Performance Award or Phantom Stock Award shall be promptly issued in the name of
the Participant (or his or her beneficiary) and distributed to the Participant
(or his or her beneficiary) after the Award (or portion thereof) has vested or
been earned. In no event will the issuance of certificates pursuant to the
exercise of Options, settlement of SARs in shares of Common Stock, vesting of
Restricted Awards or vesting of other Awards otherwise exempt from Code Section
409A be delayed in a manner that would cause the Award to be construed to
involve the deferral of compensation under Code Section 409A.

      (b) Withholding: The Corporation shall withhold all required local, state,
federal, foreign and other taxes and any other amount required to be withheld by
any governmental authority or law from any amount payable in cash with respect
to an Award. Prior to the delivery or transfer of any certificate for shares or
any other benefit conferred under the Plan, the Corporation shall require any
recipient of an Award to pay to the Corporation in cash the amount of any tax or
other amount required by any governmental authority to be withheld and paid over
by the Corporation to such authority for the account of such recipient.
Notwithstanding the foregoing, the Administrator may establish procedures to
permit a recipient to satisfy such obligation in whole or in part, and any
local, state, federal, foreign or other income tax obligations relating to such
an Award, by electing (the "Election") to have the Corporation withhold shares
of Common Stock from the shares to which the recipient is entitled. The number
of shares to be withheld shall have a Fair Market Value as of the date that the
amount of tax to be withheld is determined as nearly equal as possible to (but
not exceeding) the amount of such obligations being satisfied. Each Election
must be made in writing to the Administrator in accordance with Election
procedures established by the Administrator.

      (c) Section 16(b) Compliance: To the extent that any Participants in the
Plan are subject to Section 16(b) of the Exchange Act, it is the general
intention of the Corporation that transactions under the Plan shall comply with
Rule 16b-3 under the Exchange Act and that the Plan shall be construed in favor
of such Plan transactions meeting the requirements of Rule 16b-3 or any
successor rules thereto. Notwithstanding anything in the Plan to the contrary,
the Administrator, in its sole and absolute discretion, may bifurcate the Plan
so as to restrict, limit or condition the use of any provision of the Plan to
Participants who are officers or directors subject to Section 16 of the Exchange
Act without so restricting, limiting or conditioning the Plan with respect to
other Participants.


                                       25
<PAGE>

      (d) Code Section 162(m) Performance-Based Compensation. To the extent to
which Section 162(m) of the Code is applicable, the Corporation intends that
compensation paid under the Plan to Covered Employees will, to the extent
practicable, constitute "qualified performance-based compensation" within the
meaning of Section 162(m) and related regulations, unless otherwise determined
by the Administrator. Accordingly, Awards granted to Covered Employees which are
intended to qualify for the performance-based exception under Code Section
162(m) and related regulations shall be deemed to include any such additional
terms, conditions, limitations and provisions as are necessary to comply with
the performance-based compensation exemption of Section 162(m), unless the
Administrator, in its discretion, determines otherwise.

      (e) Unfunded Plan; No Effect on Other Plans:

            (i) The Plan shall be unfunded, and the Corporation shall not be
required to create a trust or segregate any assets that may at any time be
represented by Awards under the Plan. The Plan shall not establish any fiduciary
relationship between the Corporation and any Participant or other person.
Neither a Participant nor any other person shall, by reason of the Plan, acquire
any right in or title to any assets, funds or property of the Corporation or any
Affiliate, including, without limitation, any specific funds, assets or other
property which the Corporation or any Affiliate, in their discretion, may set
aside in anticipation of a liability under the Plan. A Participant shall have
only a contractual right to the Common Stock or other amounts, if any, payable
under the Plan, unsecured by any assets of the Corporation or any Affiliate.
Nothing contained in the Plan shall constitute a guarantee that the assets of
such entities shall be sufficient to pay any benefits to any person.

            (ii) The amount of any compensation deemed to be received by a
Participant pursuant to an Award shall not constitute compensation with respect
to which any other employee benefits of such Participant are determined,
including, without limitation, benefits under any bonus, pension, profit
sharing, life insurance or salary continuation plan, except as otherwise
specifically provided by the terms of such plan or as may be determined by the
Administrator.

            (iii) The adoption of the Plan shall not affect any other stock
incentive or other compensation plans in effect for the Corporation or any
Affiliate, nor shall the Plan preclude the Corporation from establishing any
other forms of stock incentive or other compensation for employees or service
providers of the Corporation or any Affiliate.

      (f) Applicable Law: The Plan shall be governed by and construed in
accordance with the laws of the State of New Jersey, without regard to the
conflict of laws provisions of any state, and in accordance with applicable
federal laws of the United States.

      (g) Beneficiary Designation: The Administrator may permit a Participant to
designate in writing a person or persons as beneficiary, which beneficiary shall
be entitled to receive settlement of Awards (if any) to which the Participant is
otherwise entitled in the event of death. In the absence of such designation by
a Participant, and in the event of the Participant's death, the estate of the
Participant shall be treated as beneficiary for purposes of the Plan, unless the
Administrator determines otherwise. The Administrator shall have sole discretion
to approve and interpret the form or forms of such beneficiary designation. A
beneficiary, legal guardian, legal


                                       26
<PAGE>

representative or other person claiming any rights pursuant to the Plan is
subject to all terms and conditions of the Plan and any Award Agreement
applicable to the Participant, except to the extent that the Plan and/or Award
Agreement provide otherwise, and to any additional restrictions deemed necessary
or appropriate by the Administrator.

      (h) Gender and Number: Except where otherwise indicated by the context,
words in any gender shall include any other gender, words in the singular shall
include the plural and words in the plural shall include the singular.

      (i) Severability: If any provision of the Plan shall be held illegal or
invalid for any reason, such illegality or invalidity shall not affect the
remaining parts of the Plan, and the Plan shall be construed and enforced as if
the illegal or invalid provision had not been included.

      (j) Rules of Construction: Headings are given to the sections of this Plan
solely as a convenience to facilitate reference. The reference to any statute,
regulation or other provision of law shall be construed to refer to any
amendment to or successor of such provision of law.

      (k) Successors and Assigns: The Plan shall be binding upon the
Corporation, its successors and assigns, and Participants, their executors,
administrators and permitted transferees and beneficiaries.

      (l) Right of Offset: Notwithstanding any other provision of the Plan or an
Award Agreement, the Corporation may reduce the amount of any payment or benefit
otherwise payable to or on behalf of a Participant by the amount of any
obligation of the Participant to the Corporation that is or becomes due and
payable.

      (m) Effect of Changes in Status: Unless an individual Award Agreement
provides otherwise or the Administrator, in its sole discretion, determines
otherwise, an Award shall not be affected by any change in the terms, conditions
or status of the Participant's employment or service, provided that the
Participant continues to be in the employ of, or in service to, the Corporation
or an Affiliate. Without limiting the foregoing, the Administrator has sole
discretion to determine, at the time of grant of an Award or at any time
thereafter, the effect, if any, on Awards granted to a Participant if the
Participant's status as an Employee or Director changes, including, but not
limited to, a change from full-time to part-time, or vice versa, or if other
similar changes in the nature or scope of the Participant's employment or
service occur.


                                       27