comprising the Incumbent Board, but excluding, for this purpose, any suchindividual whose initial assumption of office occurs as a result of an actual or threatenedelection contest with respect to the election or removal of directors or other actual or threatenedsolicitation of proxies or consents by or on behalf of a Person other than the Incumbent Board,cease for any reason to constitute at least a majority of the Board; or          (iii) Consummation of a reorganization, merger or consolidation or sale or other dispositionof all or substantially all of the assets of the Company or an acquisition of assets of anothercorporation (a “Business Combination”), in each case, unless, following such Business Combination,(A) the Outstanding Stock and Outstanding Company Voting Securities immediately prior to suchBusiness Combination represent or are converted into or exchanged for securities which represent orare convertible into more than 50% of, respectively, the then outstanding shares of common stockand the combined voting power of the then outstanding voting securities entitled to vote generallyin the election of directors, as the case may be, of the corporation resulting from such BusinessCombination (including, without limitation, a corporation which as a result of such transactionowns the Company, or all or substantially all of the Company’s assets either directly or throughone or more subsidiaries) and (B) no Person (excluding any employee benefit plan (or related trust)of the Company or the corporation resulting from such Business Combination) beneficially owns,directly or indirectly, 20% or more of, respectively, the then outstanding shares of common stockof the corporation resulting from such Business Combination or the combined voting power of thethen outstanding voting securities of such corporation except to the extent that such ownership ofthe Company existed prior to the Business Combination; or          (iv) Approval by the stockholders of the Company of a complete liquidation or dissolution ofthe Company.          (d) “Committee” shall mean the committee or sub-committee established by the Board toadminister part or all of the Plan.          (e) “Common Stock” means the common stock, par value $.001 per share, of the Company asauthorized from time to time.          (f) “Date of Grant” means               .          (g) “Disability” means, as determined by the Board in its sole discretion exercised in goodfaith, a physical or mental impairment of sufficient severity that either you are unable tocontinue performing the duties you performed before such impairment or your condition entitles youto disability benefits under any insurance or employee benefit plan of the Company or itsSubsidiaries and that impairment or condition is cited by the Company as the reason for terminationof your employment.          (h) “Exchange Act” means the Securities Exchange Act of 1934, as amended from time to time,including rules thereunder and successor provisions and rules thereto.
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          (i) “Person” means any person or entity of any nature whatsoever, specificallyincluding an individual, a firm, a company, a corporation, a partnership, a limited liabilitycompany, a trust or other entity; a Person, together with that Person’s Affiliates and Associates(as those terms are defined in Rule 12b-2 under the Exchange Act), and any Persons acting as apartnership, limited partnership, joint venture, association, syndicate or other group (whether ornot formally organized), or otherwise acting jointly or in concert or in a coordinated orconsciously parallel manner (whether or not pursuant to any express agreement), for the purpose ofacquiring, holding, voting or disposing of securities of the Company with such Person, shall bedeemed a single “Person.”          (j) “Plan Award” has the meaning set forth in the first paragraph of the Award Agreement.          (k) “Subsidiary” means, with respect to any Person, any corporation or other entity of which amajority of the voting power of the voting equity securities or equity interest is owned, directlyor indirectly, by that Person.     2. **Escrow of Restricted Shares**. The Company shall issue in your name a certificate orcertificates representing the Restricted Shares and retain that certificate or those certificatesuntil the restrictions on such Restricted Shares expire as described in Sections 5, 6, or 7 of thisAward Agreement or the Restricted Shares are forfeited as contemplated in Sections 4 and 7 of thisAward Agreement. You shall execute one or more stock powers in blank for those certificates anddeliver those stock powers to the Company. You hereby agree that the Company shall hold thecertificate or certificates representing the Restricted Shares and the related stock powerspursuant to the terms of this Award Agreement until such time as such certificate or certificatesare either delivered to you or canceled pursuant to this Agreement.     3. **Ownership of Restricted Shares**. From and after the time that a certificate orcertificates representing the Restricted Shares has been issued in your name, you will be entitledto all the rights of absolute ownership of the Restricted Shares, including the right to vote thoseshares and to receive dividends thereon if, as, and when declared by the Board, subject, however,to the terms, conditions and restrictions set forth in this Agreement.     4. **Restrictions; Forfeiture**. The Restricted Shares are restricted in that they may notbe sold, transferred or otherwise alienated or hypothecated until such restrictions are removed orexpire as described in Section 5, 6, or 7 of this Agreement. The Restricted Shares are alsorestricted in the sense that they may be forfeited to the Company. You hereby agree that if theRestricted Shares are forfeited, as provided in Section 7, the Company shall have the right todeliver the certificate(s) representing the Restricted Shares to the Company’s transfer agent forcancellation or, at the Company’s election, for transfer to the Company to be held by the Companyin treasury or any designee of the Company.     5. **Expiration of Restrictions and Risk of Forfeiture**. The restrictions on all of theRestricted Shares granted pursuant to this Award Agreement will expire and become transferable andnonforfeitable according to the schedule set forth in this Section 5, provided, however, that suchrestrictions will expire on such dates only if you have been an Employee continuously from the Dateof Grant through the applicable vesting date.
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       **Cumulative Percentage of Shares as****On or After Each of the Following** **to Which the Restricted Shares are****Vesting Dates** **Transferable and Nonforfeitable**First Anniversary of the Date of Grant  25%Second Anniversary of the Date of Grant  50%Third Anniversary of the Date of Grant  75%Fourth Anniversary of the Date of Grant  100%     6. **Adjustment Provisions**.          (a) **Recapitalization, Etc**. In the event there is any change in the outstanding CommonStock of the Company by reason of any reorganization, recapitalization, stock split, stockdividend, combination of shares or otherwise, there shall be substituted for or added to each shareof Common Stock theretofore appropriated or thereafter subject, or which may become subject, tothis Plan Award, the number and kind of shares of stock or other securities into which eachoutstanding share of Common Stock shall be so changed or for which each such share shall beexchanged, or to which each such share shall be entitled, as the case may be. Adjustment under thepreceding provisions of this section will be made by the Committee, whose determination as to whatadjustments will be made and the extent thereof will be final, binding, and conclusive. Nofractional interest will be issued under the Plan on account of any such adjustment.          (b) **Change in Control of the Company**. In the event of any proposed Change in Control,the Board shall take such action as it deems appropriate to effectuate the purposes of this PlanAward and to protect you, which action may include, but without limitation, any one or more of thefollowing: (i) acceleration or change of the date of the lapse of restrictions applicable to thisPlan Award; (ii) arrangement with you for the payment of appropriate consideration to you for thecancellation and surrender of the Plan Award; and (iii) in any case where equity securities otherthan Common Stock of the Company are proposed to be delivered in exchange for or with respect toCommon Stock of the Company, arrangements providing that the Plan Award shall become a Plan Awardwith respect to such other equity securities.     7. **Termination of Employment**.          (a) **Termination Other Than Due to Death or Disability**. Subject to Section 5, if youremployment relationship with Company or any of its Subsidiaries is terminated for any reason otherthan due to your death or Disability, then that portion, if any, of this Plan Award for whichrestrictions have not lapsed as of the date of termination shall become null and void; provided,however, that the portion, if any, of this Plan Award for which restrictions have expired as of thedate of such termination shall survive such termination.
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          (b) **Death**. Upon your death, the restriction period of the RestrictedShares shall immediately be accelerated and the restrictions shall expire.          (c) **Disability**. If your employment relationship is terminated by reason of yourDisability, then the restriction period of the Restricted Shares shall immediately be acceleratedand the restrictions shall expire.          (d) **Effect of Employment Agreement**. Notwithstanding any provision herein to thecontrary, in the event of any inconsistency between this Section 7 and any employment agreemententered into by and between you and the Company, the terms of the employment agreement shallcontrol.     8. **Leave of Absence**. With respect to the Plan Award, the Company may, in its solediscretion, determine that if you are on leave of absence for any reason you will be considered tostill be in the employ of the Company, provided that rights to the Restricted Shares during a leaveof absence will be limited to the extent to which those rights were earned or vested when the leaveof absence began.     9. **Delivery of Certificates of Stock**. Promptly following the expiration of therestrictions on the Restricted Shares as contemplated in Sections 5, 6, and 7 of this AwardAgreement, the Company shall cause to be issued and delivered to you or your designee a certificaterepresenting the number of Restricted Shares as to which restrictions have lapsed, free of anyrestrictive legend relating to the lapsed restrictions, upon receipt by the Company of any taxwithholding as may be requested. The value of such Restricted Shares shall not bear any interestowing to the passage of time.     10. **Conditions to Delivery of Stock and Registration**. Nothing herein shall require theCompany to issue any shares with respect to the Plan Award if (a) that issuance would, in theopinion of counsel for the Company, constitute a violation of the Securities Act of 1933 or anysimilar or superseding statute or statutes, any other applicable statute or regulation, or therules of any applicable securities exchange or securities association, as then in effect or (b) thewithholding obligation as provided in Section 15 has not been satisfied.     From time to time, the Board and appropriate officers of the Company shall and are authorizedto take whatever actions are necessary to file required documents with governmental authorities,stock exchanges, and other appropriate Persons to make shares of Common Stock available forissuance .     11. **Furnish Information**. You agree to furnish to the Company all information requestedby the Company to enable it to comply with any reporting or other requirement imposed upon theCompany by or under any applicable statute or regulation.     12. **Remedies**. The parties to this Award Agreement shall be entitled to recover fromeach other reasonable attorneys’ fees incurred in connection with the enforcement of the terms andprovisions of this Award Agreement whether by an action to enforce specific performance or fordamages for its breach or otherwise.
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     13. **Information Confidential**. As partial consideration for the granting of thePlan Award hereunder, you hereby agree with the Company that you will keep confidential allinformation and knowledge, except that which has been disclosed in any public filings required bylaw, that you have relating to the terms and conditions of this Award Agreement; provided, however,that such information may be disclosed as required by law and may be given in confidence to yourspouse, tax and financial advisors, or to a financial institution to the extent that suchinformation is necessary to secure a loan. In the event any breach of this promise comes to theattention of the Company, it shall take into consideration that breach in determining whether torecommend the grant of any future similar award to you, as a factor militating against theadvisability of granting any such future award to you.     14. **Consideration**. No restriction on the Restricted Shares shall lapse unless anduntil you have performed services for the Company or any of its Subsidiaries that the Companybelieves is equal to or greater in value than the par value of the Common Stock subject to thisPlan Award.     15. **Payment of Taxes**. The Company may from time to time, in its discretion, requireyou to pay to the Company (or the Company’s Subsidiary if you are an employee of a Subsidiary ofthe Company), the amount that the Company deems necessary to satisfy the Company’s or itsSubsidiary’s current or future obligation to withhold federal, state or local income or other taxesthat you incur as a result of the Plan Award. With respect to any required tax withholding, you may(a) direct the Company to withhold from the shares of Common Stock to be issued to you the numberof shares necessary to satisfy the Company’s obligation to withhold taxes, that determination to bebased on the shares’ Fair Market Value, as defined in the Plan, at the time as of which suchdetermination is made; (b) deliver to the Company sufficient shares of Common Stock to satisfy theCompany’s tax withholding obligations, based on the shares’ Fair Market Value, as defined in thePlan, at the time as of which such determination is made; or (c) deliver sufficient cash to theCompany to satisfy its tax withholding obligations. If you elect to use such a stock withholdingfeature, you must make the election at the time and in the manner that the Company prescribes. TheCompany may, at its sole option, deny your request to satisfy withholding obligations throughCommon Stock instead of cash. In the event the Company subsequently determines that the aggregateFair Market Value, as defined in the Plan, of any shares of Common Stock withheld as payment of anytax withholding obligation is insufficient to discharge that tax withholding obligation, then youshall pay to the Company, immediately upon the Company’s request, the amount of that deficiency.     16. **Right of the Company and Subsidiaries to Terminate Employment**. Nothing containedin this Award Agreement shall confer upon you the right to continue in the employ of the Company orany Subsidiary, or interfere in any way with the rights of the Company or any Subsidiary toterminate your employment at any time.     17. **No Liability for Good Faith Determinations**. The Company and the members of theBoard shall not be liable for any act, omission or determination taken or made in good faith withrespect to this Award Agreement or the Restricted Shares granted hereunder.     18. **No Guarantee of Interests**. The Board and the Company do not guarantee the CommonStock of the Company from loss or depreciation.
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     19. **Company Records**. Records of the Company or its Subsidiaries regarding yourperiod of employment, termination of employment and the reason therefor, leaves of absence,re-employment, and other matters shall be conclusive for all purposes hereunder, unless determinedby the Company to be incorrect.     20. **Company Action**. Any action required of the Company shall be by resolution of itsBoard or by a Person authorized to act by resolution of the Board.     21. **Severability**. If any provision of this Award Agreement is held to be illegal orinvalid for any reason, the illegality or invalidity shall not affect the remaining provisionshereof, but such provision shall be fully severable and this Award Agreement shall be construed andenforced as if the illegal or invalid provision had never been included herein.     22. **Arbitration**. You and the Company agree, upon written request of either you or theCompany, to the resolution by binding arbitration of all claims, demands, causes of action,disputes, controversies or other matters in question (“Claims”), whether or not arising out of thisAward Agreement or your employment (or its termination), whether arising in contract, tort orotherwise and whether provided by statute, equity or common law, that the Company may have againstyou or that you may have against the Company or its parents, subsidiaries or affiliates, and eachof the foregoing entities’ respective officers, directors, employees or agents in their capacity assuch or otherwise, if such Claim is not resolved by the mutual written agreement between you andthe Company, or otherwise, within 30 days after notice of the dispute is first given. Claimscovered by this Section 22 include without limitation claims by you for breach of this AwardAgreement, wrongful termination, discrimination (based on age, race, sex, disability, nationalorigin, sexual orientation, or any other factor), harassment and retaliation. Any arbitration shallbe conducted in accordance with the Federal Arbitration Act (“FAA”) and, to the extent an issue isnot addressed by the FAA, with the then-current National Rules for the Resolution of EmploymentDisputes of the American Arbitration Association (“AAA”) or such other rules of the AAA as areapplicable to the claims asserted. If a party refuses to honor its obligations under this Section22, the other party may compel arbitration in either federal or state court. The arbitrators shallapply the substantive law of Delaware (excluding choice-of-law principles that might call for theapplication of some other jurisdiction’s law) or federal law, or both as applicable to the claimsasserted. The arbitrators shall have exclusive authority to resolve any dispute relating to theinterpretation, applicability or enforceability or formation of this Award Agreement (includingthis Section 22), including any claim that all or part of the Award Agreement is void or voidableand any claim that an issue is not subject to arbitration. The results of arbitration will bebinding and conclusive on the parties hereto. Any arbitrators’ award or finding or any judgment orverdict thereon will be final and unappealable. All parties agree that venue for arbitration willbe in Dallas, Texas, and that any arbitration commenced in any other venue will be transferred toDallas, Texas, upon the written request of any party to this Award Agreement. In the event that anarbitration is actually conducted pursuant to this Section 22, the party in whose favor thearbitrator renders the award shall be entitled to have and recover from the other party all costsand expenses incurred, including reasonable attorneys’ fees, reasonable costs and other reasonableexpenses pertaining to the arbitration and the enforcement thereof and such attorneys fees, costsand other expenses shall become a part of any award, judgment or verdict. Any and all of thearbitrators’ orders, decisions and awards may be enforceable in, and judgment upon any awardrendered by the arbitrators may be confirmed and
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entered by any federal or state court having jurisdiction. All arbitrations will have threeindividuals acting as arbitrators: one arbitrator will be selected by you, one arbitrator will beselected by the Company, and the two arbitrators so selected will select a third arbitrator;provided that (a) you or the Company shall use reasonably diligent efforts to select its respectivearbitrator within 60 days after a matter is submitted to arbitration and (b) the parties (includingarbitrators) shall not be limited to selecting arbitrators from only the AAA’s lists ofarbitrators. Any arbitrator selected by a party will not be affiliated, associated or related tothe party selecting that arbitrator in any matter whatsoever. The arbitration hearing shall beconducted within 60 days after the selection of the arbitrators. All privileges under state andfederal law, including attorney-client, work product and party communication privileges, shall bepreserved and protected. The decision of the majority of the arbitrators will be binding on allparties. Arbitrations will be conducted in a manner so that the final decision of the arbitratorswill be made and provided to you and the Company no later than 120 days after a matter is submittedto arbitration. All proceedings conducted pursuant to this agreement to arbitrate, including anyorder, decision or award of the arbitrators, shall be kept confidential by all parties. **YOUACKNOWLEDGE THAT BY SIGNING THIS AWARD AGREEMENT, YOU ARE WAIVING ANY RIGHT THAT YOU MAY HAVE TO AJURY TRIAL OR A COURT TRIAL, OF ANY EMPLOYMENT-RELATED CLAIM ALLEGED BY YOU.**     23. **Notices**. Whenever any notice is required or permitted hereunder, such notice mustbe in writing and personally delivered or sent by mail. Any such notice required or permitted to bedelivered hereunder shall be deemed to be delivered on the date on which it is personallydelivered, or, whether actually received or not, on the third Business Day after it is deposited inthe United States mail, certified or registered, postage prepaid, addressed to the person who is toreceive it at the address which such person has theretofore specified by written notice deliveredin accordance herewith. The Company or you may change, at any time and from time to time, bywritten notice to the other, the address which it or he had previously specified for receivingnotices.     The Company and you agree that any notices shall be given to the Company or to you at thefollowing addresses: Company:  717 N. Harwood