JAVELIN
PHARMACEUTICALS, INC.


AMENDED
AND RESTATED


2005 OMNIBUS STOCK INCENTIVE
PLAN





This 2005
Omnibus Stock Incentive Plan, as amended and restated (the “Plan”), is
established by Javelin Pharmaceuticals, Inc., a Delaware corporation (the “Company”), effective
as of July 28, 2005 (the “Effective Date”), and
may be amended from time to time.





1. Purpose. The Plan is
intended to provide qualifying Employees, Directors and Consultants with equity
ownership in the Company and its Subsidiaries, thereby strengthening their
commitment to the success of the Company, promoting the identity of interests
between the Company's shareholders and such Employees, Directors and Consultants
and stimulating their efforts on behalf of the Company, and to assist the
Company in attracting and retaining talented personnel.





2. Scope of the Plan.
Subject to adjustment as set forth in accordance with Section 22, the total
number of Shares which may be issued pursuant to Awards under the Plan is
11,000,000, and to the extent consistent with Section 424 of the Code, such
Shares may be issued under ISOs. In accordance with the requirements of Section
162(m) of the Code, the number of Shares for which Awards may be granted to any
individual Grantee in any calendar year shall not exceed 1,000,000. If any
Shares subject to any Award granted hereunder are forfeited or such Award
otherwise terminates without the issuance of such Shares or for other
consideration in lieu of such Shares, the Shares subject to such Award, to the
extent of any such forfeiture or termination, shall again be available for grant
under the Plan. If any outstanding ISOs under the Plan for any reason expire or
are terminated, the Shares allocable to the unexercised portion of all of such
ISOs may again be subject to the ISOs under the Plan. Shares awarded under the
Plan may be treasury shares or newly-issued shares.





3. Administration.





(a) Committee. Except
with respect to Section 7 below (Automatic Option Grants), the Plan shall be
administered by a Committee which shall consist of at least two or more members
of the Board, all of whom, may qualify as “outside directors” as defined for
purposes of the regulations under Section 162(m) of the Code and as
“Non-Employee Directors” under Section (b)(3)(i) of Rule 16b-3. Upon listing the
Shares on any national securities exchange or the Nasdaq system, the members of
the Committee must then also meet the requirements of any such exchange or
NASDAQ system. The number of members of the Committee shall from time to time be
increased or decreased, and shall be subject to such conditions, in each case as
the Board deems appropriate to permit transactions in Shares pursuant to the
Plan to satisfy such conditions of Rule 16b-3 and Section 162(m) of the Code as
then in effect. Notwithstanding anything to the contrary in this Plan, the
Committee may be comprised of the entire Board. The Automatic Option Grant
Program described in Section 7below shall be self-executing in accordance with
its terms, and the Committee shall not exercise any discretionary authority with
respect to any grants made under that program.





(b) Authority. Subject to
the express provisions of the Plan, the Committee has full and final authority
and discretion as follows:





(i) to
determine when and to whom Awards should be granted and the terms, conditions
and restrictions applicable to each Award, including, without limitation, (A)
the exercise price of the Award, (B) the method of payment for Shares purchased
upon the exercise of the Award, (C) the method of satisfaction of any tax
withholding obligation arising in connection with the Award, (D) the timing,
terms and conditions of the exercisability of the Award or the vesting of any
Shares acquired upon the exercise thereof, (E) the time of the expiration of the
vesting of any Shares acquired upon the exercise thereof, (F) the effect of the
Grantee's termination of employment or service with the Company on any of the
foregoing, (G) all other terms, conditions and restrictions applicable to the
Award or such Shares not inconsistent with the terms of the Plan, (H) the
benefit payable under any SAR or Performance Share, and (I) whether or not
specific Awards shall be identified with other specific Awards, and if so
whether they shall be exercisable cumulatively with, or alternatively to, such
other specific Awards;








(ii) to
determine the amount, if any, that a Grantee shall pay for Restricted Shares,
whether to permit or require the payment of cash dividends thereon to be
deferred and the terms related thereto, when Restricted Shares (including
Restricted Shares acquired upon the exercise of any Award) shall be forfeited
and whether such Shares shall be held in escrow;





(iii) to
interpret the Plan and to make all determinations necessary or advisable for the
administration of the Plan;





(iv) to
make, amend and rescind rules, guidelines and policies relating to the Plan, or
to adopt supplements to, or alternative versions of the Plan, including, without
limitation, rules with respect to the exercisability and forfeitability of
Awards upon the termination of employment or service of a Grantee;





(v) to
determine the terms, conditions and restrictions of all Award Agreements (which
need not be identical) and, with the consent of the Grantee, to amend any such
Award Agreement at any time, among other things, to permit transfers of such
Awards to the extent permitted by the Plan, except that the consent of the
Grantee shall not be required for any amendment which (A) does not adversely
affect the rights of the Grantee or (B) is necessary or advisable (as determined
by the Committee) to carry out the purpose of the Award as a result of any
change in applicable law;





(vi) to
cancel, with the consent of the Grantee, outstanding Awards and to grant new
Awards in substitution therefor;





(vii) to
accelerate the exercisability of, and to accelerate or waive any or all of the
terms, conditions and restrictions applicable to, any Award or any group of
Awards for any reason and at any time, including in connection with a
termination of employment (other than for Cause);





(viii)
subject to Section 6(c), to extend the time during which any Award or group of
Awards may be exercised;





(ix) to
have the Award either comply with Section 409A of the Code or not result in the
deferral of compensation within the meaning of said Section 409A;





(x) to
make such adjustments or modifications to Awards to Grantees working outside the
United States as are advisable to fulfill the purposes of the Plan;





(xi) to
impose such additional terms, conditions and restrictions upon the grant,
exercise or retention of Awards as the Committee may, before or concurrent with
the grant thereof, deem appropriate; and





(xii) to
take any other action with respect to any matters relating to the Plan for which
it is responsible.





The
determination of the Committee on all matters relating to the Plan or any Award
Agreement shall be final.





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4. Indemnification and
Reimbursement. Service as a member of the Committee or any other duly
appointed committee shall constitute service as a Board member, and such members
shall accordingly be entitled to full indemnification and reimbursement as Board
members for their service as members of the Committee or any other duly
appointed committee. Neither he Committee nor any duly appointed committee
member shall be liable for any act or omission made in good faith with respect
to the Plan or any Award granted under the Plan.





5. Eligibility. The
Committee may, in its discretion, grant Awards to any Eligible Person, whether
or not he or she has previously received an Award, except in the case of (a) an
ISO, which can only be granted to an Employee of the Company or any Subsidiary
and (b) the Automatic Option Grant Program described in Section 7 below, which
shall be self-executing. The individuals who shall be eligible to participate in
the Automatic Option Grant Program shall be limited to (i) those individuals who
first become non-employee Directors, whether through appointment by the Board or
election by the Company's stockholders, and (ii) those individuals who continue
to serve as non-employee Directors. A non-employee Director who has previously
been employed by the Company (or any parent or Subsidiary) shall not be eligible
to receive an option grant under the Automatic Option Grant Program at the time
he or she first becomes a non-employee Director, but shall be eligible to
receive periodic option grants under the Automatic Option Grant Program while he
or she continues to serve as a non-employee Director.





6. Conditions to
Grants.





(a) General Conditions.
Awards shall be evidenced by written Award Agreements specifying the number of
Shares covered thereby, in such form as the Committee shall from time to time
establish. To the extent consistent with Section 3(b), Award Agreements may
incorporate all or any of the terms of the Plan by reference and shall comply
with and be subject to the following terms and conditions:





(i) The
Grant Date of an Award shall be the date on which the Committee grants the Award
or such later date as specified in advance by the Committee;





(ii) In
the case of an Award of options, the Option Term shall under no circumstances
extend more than ten (10) years after the Grant Date and shall be subject to
earlier termination as herein provided and as provided in the applicable Award
Agreement; and





(iii) Any
terms and conditions of an Award not set forth in the Plan shall be set forth in
the Award Agreement related to that Award.





(b) Grant of Options. No
later than the Grant Date of any option, the Committee shall determine the
Option Price of such option. Subject to Section 6(c), the Option Price of an
option may be not less than the Fair Market Value of a Share on the Grant Date.
An option shall be exercisable for unrestricted Shares, unless the Award
Agreement provides that it is exercisable for Restricted Shares.





(c) Grant of ISOs. At the
time of the grant of any option, the Committee may, in its discretion, designate
that such option shall be made subject to additional restrictions to permit the
option to qualify as an “incentive stock option” under the requirements of
Section 422 of the Code. Any option designated as an ISO:





(i) shall
have an Option Price that is not less than the Fair Market Value of a Share on
the Grant Date and, if granted to a Ten Percent Owner, have an Option Price that
is not less than 110% of the Fair Market Value of a Share on the Grant
Date;





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(ii)
shall be for a period of not more than ten (10) years and, if granted to a Ten
Percent Owner, not more than five (5) years, from the Grant Date and shall be
subject to earlier termination as provided herein or in the applicable Award
Agreement;





(iii)
shall meet the limitations of this subparagraph 6(c)(iii). If the aggregate Fair
Market Value of Shares with respect to which ISOs first become exercisable by a
Grantee in any calendar year exceeds the limit determined in accordance with the
provisions of Section 422 of the Code (the “Limit”) taking into
account Shares subject to all ISOs granted by the Company which are held by the
Grantee, the excess will be treated as nonqualified options. To determine
whether the Limit is exceeded, the Fair Market Value of Shares subject to
options shall be determined as of the Grant Dates of the options. In reducing
the number of options treated as ISOs to meet the Limit, the most recently
granted options will be reduced first. If a reduction of simultaneously granted
options is necessary to meet the Limit, the Committee may designate which Shares
are to be treated as Shares acquired pursuant to an ISO;





(iv)
shall be granted within ten (10) years from the Effective Date;





(v) shall
require the Grantee to notify the Committee of any disposition of any Shares
issued upon the exercise of the ISO under the circumstances described in Section
421(b) of the Code (relating to certain disqualifying dispositions, a “Disqualifying
Disposition”), within ten (10) business days after such Disqualifying
Disposition; and





(vi)
unless otherwise permitted by the Code, shall by its terms not be assignable or
transferable other than by will or by the laws of descent and distribution and
may be exercised, during the Grantee's lifetime, only by the Grantee, except
that the Grantee may, in accordance with Section 7, designate in writing a
beneficiary to exercise his or her ISOs after the Grantee’s death.





(d) Grant of
SARs.





(i) When
granted, SARs may, but need not, be identified with a specific option, specific
Restricted Shares or specific Performance Shares of the Grantee (including any
option, Restricted Shares or Performance Shares granted on or before the Grant
Date of the SARs) in a number equal to or different from the number of SARs so
granted. If SARs are identified with Shares subject to an option, with
Restricted Shares or with Performance Shares, then, unless otherwise provided in
the applicable Award Agreement, the Grantee's associated SARs shall terminate
upon (A) the expiration, termination, forfeiture, or cancellation of such
option, Restricted Shares or Performance Shares, (B) the exercise of such option
or Performance Shares or(C) the date such Restricted Shares become
nonforfeitable.





(ii) The
Strike Price of any SAR shall equal, for any SAR that is identified with an
option, the Option Price of such option, or for any other SAR, one hundred
percent (100%) of the Fair Market Value of a Share on the Grant Date of such
SAR, except that the Committee may (A) specify a higher Strike Price in the
Award Agreement or (B) provide that the benefit payable upon exercise of any SAR
shall not exceed such percentage of the Fair Market Value of a Share on such
Grant Date as the Committee shall specify.





(e) Grant of Performance
Shares.





(i)
Before the grant of Performance Shares, the Committee shall:





(A)
determine objective performance goals, which may, but need not, consist of any
one or more of the following goals deemed appropriate by the Committee: certain
scientific milestones, earnings (either in the aggregate or on a per share
basis), operating income, cash flow, EBITDA (earnings before interest, taxes,
depreciation and amortization),return on equity, indices related to EVA
(economic value added), per share rate of return on the Common Stock (including
dividends), market share (in one or more markets), customer retention rates,
market penetration rates, revenues, reductions in expense levels and the
attainment by the Common Stock of a specified market value for a specified
period of time, in each case where applicable to be determined either on a
company-wide basis or in respect of any one or more business units, and the
amount of compensation under the goals applicable to such grant;





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(B)
designate a period for the measurement of the extent to which performance goals
are attained, which may begin prior to the Grant Date (the “Performance Period”);
and





(C)
assign a performance percentage to each level of attainment of performance goals
during the Performance Period, with the percentage applicable to minimum
attainment being zero percent and the percentage applicable to maximum
attainment to be determined by the Committee from time to time (the “Performance
Percentage”).





(ii) If a
Grantee is promoted, demoted, or transferred to a different business unit of the
Company during a Performance Period, then, to the extent the Committee
determines any one or more of the performance goals, Performance Period, or
Performance Percentage are no longer appropriate, the Committee may make any
changes thereto as it deems appropriate in order to make them
appropriate.





(iii)
When granted, Performance Shares may, but need not, be identified with Shares
subject to a specific option, specific Restricted Shares, or specific SARs of
the Grantee granted under the Plan in a number equal to or different from the
number of the Performance Shares so granted. If Performance Shares are so
identified, then, unless otherwise provided in the applicable Award Agreement,
the Grantee's associated Performance Shares shall terminate upon (A) the
expiration, termination, forfeiture, or cancellation of the option, Restricted
Shares, or SARs with which the Performance Shares are identified, (B) the
exercise of such option or SARs or (C) the date Restricted Shares become
nonforfeitable.





(f) Grant of Restricted
Shares.





(i) The
Committee shall determine the amount, if any, that a Grantee shall pay for
Restricted Shares, subject to the following sentence. Except with respect to
Restricted Shares that are treasury shares, for which no payment need be
required, the Committee shall require the Grantee to pay at least the Minimum
Consideration for each Restricted Share. Such payment shall be made in full by
the Grantee before the delivery of the shares and in any event no later than ten
(10) business days after the Grant Date.





(ii) The
Committee may, but need not, provide that all or any portion of a Grantee's
Restricted Shares, or Restricted Shares acquired upon exercise of an option,
shall be forfeited:





(A)
except as otherwise specified in the Plan or the Award Agreement, upon the
termination of Grantee's employment with, or Service to, the Company within a
specified time period after the Grant Date;





(B) if
the Company or the Grantee does not achieve specified performance goals (if
any)within a specified time period after the Grant Date and before the Grantee's
termination of employment or service; or





(C) upon
failure to satisfy such other conditions, or Grantee's breach of specific
conditions, as the Committee may specify in the Award Agreement.





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(iii) If
Restricted Shares are forfeited and the Grantee was required to pay for such
shares or acquired such Restricted Shares upon the exercise of an option, the
Grantee shall be deemed to have resold such Restricted Shares to the Company at
a price equal to the lesser of (A) the amount paid by the Grantee for such
Restricted Shares and (B) the Fair Market Value of the Restricted Shares on the
date of forfeiture, which shall be paid to the Grantee in cash as soon as
administratively practicable. Such Restricted Shares shall cease to be
outstanding and shall no longer confer on the Grantee thereof any rights as a
shareholder of the Company, from and after the date of the event causing the
forfeiture, whether or not the Grantee accepts the Company’s tender of payment
for such Restricted Shares.





(iv) The
Committee may provide that the certificates for any Restricted Shares (A) shall
be held(together with a stock power executed in blank by the Grantee) in escrow
by the Secretary of the Company until such Restricted Shares become
nonforfeitable or are forfeited or (B) shall bear an appropriate legend
restricting the transfer of such Restricted Shares. If any Restricted Shares
become nonforfeitable, the Company shall cause certificates for such shares to
be issued without such legend.





(g) Grant of Stock
Bonuses. The Committee may grant Bonus Shares to any Eligible
Person.





(h) Grant of Restricted Stock
Units.  The Committee may grant RSUs to Eligible Persons,
subject to the following terms and conditions:





(i) RSUs shall be recorded in a RSU
Account maintained by the Company as equivalent to the Fair Market Value of a
Share on the date of grant.





(ii) RSUs shall be subject to such risk
of forfeiture and other conditions as the Committee may impose, which
restrictions may lapse, or conditions be satisfied, separately or in combination
at such times, under such circumstances (including based on achievement of
performance goals and/or future service requirements), in such installments or
otherwise, as the Committee may determine at date of grant.  A Grantee
granted RSUs shall not have any of the rights of a stockholder, including the
rights to vote and to dividends, until Shares shall have been issued in the
Grantee’s name pursuant to the vesting of the RSUs.





(iii) The grant, issuance, retention,
vesting and/or settlement of RSUs shall occur at such time and in such
installments as determined by the Committee or under criteria established by the
Committee.  Notwithstanding anything to the contrary herein, unless
provided otherwise in the Award agreement, RSUs shall be paid no later than
March 15 of the year immediately following the year in which the RSUs
vest.  The Committee shall have the right to make the timing of the
grant and/or the issuance, ability to retain, and/or vesting of RSUs subject to
continued employment, passage of time and/or such performance conditions as
deemed appropriate by the Committee.





(i) Grant of Deferred Stock
Units.  The Committee may grant DSUs to Eligible Persons,
subject to the following terms and conditions:





(i) DSUs shall be recorded in a DSU
Account maintained by the Company as equivalent to the Fair Market Value of a
Share on the date of grant.





(ii) DSUs shall be subject to such risk
of forfeiture and other conditions as the Committee may impose, which
restrictions may lapse, or conditions be satisfied, separately or in combination
at such times, under such circumstances (including based on achievement of
performance goals and/or future service requirements), in such installments or
otherwise, as the Committee may determine at date of grant.  A Grantee
granted DSUs shall not have any of the rights of a stockholder, including the
rights to vote and to dividends, until Shares shall have been issued in the
Grantee’s name pursuant to the vesting and distribution of the
DSUs.





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(iii) DSUs represent the right to
receive Shares at the end of a specified deferral period, as specified in the
Award agreement.





7. Automatic Option Grant
Program.





(a) Option
Terms.





(i) Grant Dates. Option
grants shall be made on the dates specified below:





(A) Each
individual who is first elected or appointed as a non-employee Director shall
automatically be granted, on the date of such initial election or appointment, a
non-statutory option to purchase 50,000 Shares, provided that individual has not
been in the employment of the Company or any parent or Subsidiary within two (2)
years prior to becoming a non-employee Director.





(B) In
the first quarter of the calendar year immediately following the calendar year
in which an individual is first elected or appointed as a non-employee Director,
and each year thereafter that he or she remains anon-employee Director, he or
she shall automatically be granted an annual non-statutory option to purchase
25,000 Shares. This automatic annual grant may be awarded on a triennial basis
for the purchase of 75,000 Shares, provided that no annual automatic grant shall
be made to such non-employee Director for each of the two (2) succeeding years.
Further, in consideration of each year's service on a committee of the Board, a
non-employee Director shall automatically be granted a non-statutory option for
the purchase of 5,000 Shares for serving on one or more committees of the Board,
plus (i) an additional 5,000 Shares for each committee (other than the Audit
Committee) for which he or she serves as the chair thereof, and an additional
10,000 Shares for serving as chair of the Audit Committee and (ii) an additional
20,000 Shares for serving as Chairman of the Board. There shall be no limit on
the number of such share option grants, as applicable, any one non-employee
Director may receive over his or her period of Board service. Non-employee
Directors who have previously been in the employment of the Company (or any
parent or Subsidiary) or who have otherwise received one or more stock option
grants from the Company prior to the date on which such person first became a
non-employee Director shall be eligible to receive one or more such annual
option grants over their period of continued Board service as provided
herein.





(ii)
Exercise
Price.





(A) The
exercise price per share shall be equal to one hundred percent (100%) of the
Fair Market Value per Share on the option grant date.





(B) The
exercise price shall be payable as set forth in Section 9 below.





(iii)
Option Term.
Each option shall have a term of ten (10) years measured from the option grant
date.





(iv)
Exercise and Vesting
of Options. The Shares subject to the options granted to the non-employee
Directors pursuant to this Section 7 shall vest in one installment upon the
optionee's completion of the one (1)-year period of service measured from the
grant date, provided that Shares subject to options granted on a triennial basis
shall vest one-third a year after one (1) year and the optionee is in continued
Board service on the vesting date, subject to clause (vi) below. Upon any Shares
becoming vested, the option for such Shares shall be immediately exercisable for
any or all of such vested Shares.





7


(v) Limited Transferability of
Options. Each option under this Section 7 may be assigned in whole or in
part during the optionee's lifetime to one or more members of the optionee's
family or to a trust established exclusively for one or more such family members
or to optionee's former spouse, to the extent such assignment is in connection
with the optionee's estate plan or pursuant to a domestic relations order. The
assigned portion may only be exercised by the person or persons who acquire a
proprietary interest in the option pursuant to the assignment. The terms
applicable to the assigned portion shall be the same as those in effect for the
option immediately prior to such assignment and shall be set forth in such
documents issued to the assignee as the Committee may deem appropriate. The
optionee may also designate one or more persons as the beneficiary or
beneficiaries of his or her outstanding options under this Section 7, and those
options shall, in accordance with such designation, automatically be transferred
to such beneficiary or beneficiaries upon the optionee's death while holding
those options. Such beneficiary or beneficiaries shall take the transferred
options subject to all the terms and conditions of the applicable agreement
evidencing each such transferred option, including (without limitation) the
limited time period during which the option may be exercised following the
optionee's death.





(vi)
Termination of Board
Service. The following provisions shall govern the exercise of any
options held by the optionee at the time the optionee ceases to serve as a
Director:





(A) The
optionee (or, in the event of optionee's death, the personal representative of
the optionee's estate or the person or persons to whom the option is transferred
pursuant to the optionee's will or the laws of inheritance or the designated
beneficiary or beneficiaries of such option) shall have a eighteen (18)-month
period following the date of such cessation of Board service in which to
exercise each such option.





(B)
During the eighteen (18)-month exercise period, the option may not be exercised
in the aggregate for more than the number of vested Shares for which the option
is exercisable at the time of the optionee's cessation of Board
service.





(C)
Should the optionee cease to serve as a Director by reason of death or
Disability, then all shares at the time subject to the option shall immediately
vest so that such option may, during the eighteen (18)-month exercise period
following such cessation of Board service, be exercised for any or all of those
shares as fully vested Shares.





(D) In no
event shall the option remain exercisable after the expiration of the option
term. Upon the expiration of the eighteen (18)-month exercise period or (if
earlier) upon the expiration of the option term, the option shall terminate and
cease to be outstanding for any vested shares for which the option has not been
exercised. However, the option shall, immediately upon the optionee's cessation
of Board service for any reason other than death or Disability, terminate and
cease to be outstanding to the extent the option is not otherwise at that time
exercisable for vested shares.





(b) Corporate
Transactions.





(i)  In
the event the Company enters into a definitive agreement for a Corporation
Transaction (as described in Section 13 below) while the optionee remains a
Director, each option outstanding but not vested held by such optionee under
this Automatic Grant Program shall immediately become vested and exercisable;
provided, for the
avoidance of doubt, that nothing in this Section 7(b)(i) shall be construed to
require the Company to subsidize payment of the exercise price of any option or
otherwise to amend any provision relating to the method and means of exercising
any option.  Immediately following the consummation of the Corporate
Transaction, each automatic option grant shall terminate and cease to be
outstanding, except to the extent assumed by the successor corporation (or
parent thereof) or otherwise continued in effect pursuant to the terms of the
Corporate Transaction (Section 7(b)).





8


(ii) In
the event of a Corporate Transaction, all outstanding repurchase rights under
this Automatic Option Grant Program shall automatically terminate, and the
Shares subject to those terminated rights shall immediately vest in
full.





(iii)
Upon the occurrence of a Hostile Tender-Offer while the optionee remains a
Director, such optionee shall have a thirty (30)-day period in which to
surrender to the Company each of his or her outstanding options under this
Automatic Option Grant Program. The optionee shall in return be entitled to a
cash distribution from the Company in an amount equal to the excess of (i) the
Tender-Offer Price of the Shares at the time subject to each surrendered option
(whether or not the optionee is otherwise at the time vested in those shares)
over (ii) the aggregate exercise price payable for such shares. Such cash
distribution shall be paid within five (5) days following the surrender of the
option to the Company. No approval or consent of the Board or any Committee
shall be required at the time of the actual option surrender and cash
distribution.





(iv) Each
option which is assumed in connection with a Corporate Transaction or otherwise
continued in effect shall be appropriately adjusted, immediately after such
Corporate Transaction, to apply to the number and class of securities which
would have been issuable to the optionee in consummation of such Corporate
Transaction had the option been exercised immediately prior to such Corporate
Transaction. Appropriate adjustments shall also be made to the exercise price
payable per share under each outstanding option, provided the aggregate exercise
price payable for such securities shall remain the same. To the extent the
actual holders of the Company's outstanding Common Stock receive cash
consideration for their Common Stock in consummation of the Corporate
Transaction, the successor corporation may, in connection with the assumption of
the outstanding options under the Automatic Option Grant Program, substitute one
or more shares of its own common stock with a fair market value equivalent to
the cash consideration paid per share of Common Stock in such Corporate
Transaction.





(v) The
grant of options under the Automatic Option Grant Program shall in no way affect
the right of the Company to adjust, reclassify, reorganize or otherwise change
its capital or business structure or to merge, consolidate, dissolve, liquidate
or sell or transfer all or any part of its business or assets.





(c) Remaining Terms. The
remaining terms of each option granted under the Automatic Option Grant Program
shall be the same as the terms in effect for other option grants made under the
Plan.





8. Transferability.
Notwithstanding any contrary provision in the Plan, all Awards granted
hereunder, other than ISOs, RSUs, and DSUs, may be assigned or transferred by
Grantee to (i) one or more members of Grantee's Immediate Family; (ii) trusts
for the benefit of the Grantee and/or Grantee's Immediate Family; (iii) entities
wholly-owned by Grantee and/or Grantee's Immediate Family; (iv) charitable
institutions; or (v) Grantee's estate or any person who acquires the right to
exercise this Option by bequest or inheritance or by reason of Grantee's death,
by will or by the laws of descent and distribution. Subject to Section 6(c) in
respect of ISOs, a Grantee may, if permitted by the Committee, in its
discretion, (a) designate in writing a beneficiary to exercise an Award after
his or her death (if that designation has been received by the Company prior to
the Grantee's death) and (b)transfer the Award to one or more members of the
Grantee's Immediate Family or any other individuals or entities. A Grantee may
designate one or more beneficiaries to receive his or her interest under the
Plan that is related to RSUs and/or DSUs in the event of his or her
death.





9


9. Exercise.





(a) Exercise of
Options.





(i)
Subject to Section 6 and except as otherwise provided in the applicable Award
Agreement, each option shall become exercisable at such time or times as may be
specified by the Committee from time to time.





(ii) An
option shall be exercised by the delivery to the Company during the Option Term
of (A) a written notice of intent to purchase a specific number of Shares
subject to the option in accordance with the terms of the option by the person
entitled to exercise the option and (B) payment in full of the Option Price of
such specific number of Shares in accordance with Section
8(a)(iii).





(iii) To
the extent not prohibited by Section 402 of the Sarbanes-Oxley Act of 2002,
payment of the Option Price may be made by any one or more of the following
means:





(A) cash,
check, or wire transfer;





(B) with
the approval of the Committee, Mature Shares, valued at their Fair Market Value
on the date of exercise;





(C) with
the approval of the Committee, Restricted Shares held by the Grantee for at
least six(6) months prior to the exercise of the option, each such share valued
at the Fair Market Value of a Share on the date of exercise; or





(D) in
accordance with procedures previously approved by the Company, through the sale
of the Shares acquired on exercise of the option through a bank or broker-dealer
to whom the Grantee has submitted an irrevocable notice of exercise and
irrevocable instructions to deliver promptly to the Company the amount of sale
or loan proceeds sufficient to pay for such Shares, together with, if requested
by the Company, the amount of federal, state, local or foreign withholding taxes
payable by Grantee by reason of such exercise.





The
Committee may in its discretion specify that, if any Restricted Shares are used
to pay the Option Price (“Tendered Restricted
Shares”), (A) all the Shares acquired on exercise of the option shall be
subject to the same restrictions as the Tendered Restricted Shares, determined
as of the date of exercise of the option or (B) a number of Shares acquired on
exercise of the option equal to the number of Tendered Restricted Shares shall
be subject to the same restrictions as the Tendered Restricted Shares,
determined as of the date of exercise of the option.





(b) Exercise of
SARs.





(i)
Subject to Section 6(d), and except as otherwise provided in the applicable
Award Agreement,(A) each SAR not identified with any other Award shall become
exercisable with respect to twenty-five percent (25%) of the Shares subject
thereto on each of the first four (4) year anniversaries of the Grant Date of
such SAR and (B) each SAR which is identified with any other Award shall become
exercisable as and to the extent that the Award with which such SAR is
identified may be exercised or becomes nonforfeitable, as the case may
be.





10


(ii) SARs
shall be exercised by delivery to the Company of written notice of intent to
exercise a specific number of SARs. Unless otherwise provided in the applicable
Award Agreement, the exercise of SARs which are identified with Shares subject
to an option or Restricted Shares shall result in the cancellation or forfeiture
of such option or Restricted Shares, as the case may be, to the extent of such
exercise.





(iii) The
benefit for each SAR exercised shall be equal to (A) the Fair Market Value of a
Share on the date of such exercise minus (B) the Strike Price specified in such
SAR. Such benefit shall be payable in cash, except that the Committee may
provide in the Award Agreement that benefits may be paid wholly or partly in
Shares.





(c) Payment of Performance
Shares. Unless otherwise provided in the Award Agreement with respect to
an Award of Performance Shares, if the minimum performance goals applicable to
such Performance Shares have been achieved during the applicable Performance
Period, then the Company shall pay to the Grantee of such Award that number of
Shares equal to the product of:





(i) the
sum of (A) number of Performance Shares specified in the applicable Award
Agreement and(B) the number of Shares that would have been issuable if such
Performance Shares had been Shares outstanding throughout the Performance Period
and the stock dividends, cash dividends (except as otherwise provided in the
Award Agreement) and other property paid in respect of such Shares had been
reinvested in additional Shares as of each dividend payment date,





(ii) the
Performance Percentage achieved during such Performance Period.





The
Committee may, in its discretion, determine that cash be paid in lieu of some or
all of such Shares. The amount of cash payable in lieu of a Share shall be
determined by valuing such Share at its Fair Market Value on the business day
next preceding the date such cash is to be paid. Payments pursuant to this
Section 8 shall be made as soon as administratively practicable after the end of
the applicable Performance Period. Any Performance Shares with respect to which
the performance goals shall not have been achieved by the end of the applicable
Performance Period shall expire.





10. Notification under Section
83(b). If the Grantee, in connection with the exercise of any option or
the grant of Restricted Shares, makes the election permitted under Section 83(b)
of the Code to include in such Grantee's gross income in the year of transfer
the amounts specified in Section 83(b) of the Code, then such Grantee shall
notify the Company, in writing, of such election within ten (10) days after
filing the notice of the election with the Internal Revenue Service, in addition
to any filing and notification required pursuant to regulations issued under
Section 83(b) of the Code. The Committee may, in connection with the grant of an
Award or at any time thereafter, prohibit a Grantee from making the election
described in this Section 9.





11. Mandatory Tax
Withholding.





(a)
Whenever under the Plan, Shares are to be delivered upon exercise or payment of
an Award or upon Restricted Shares becoming nonforfeitable, or any other event
with respect to rights and benefits hereunder, the Company shall been titled to
require (i) that the Grantee remit an amount in cash, or in the Company's
discretion, Mature Shares or any other form of consideration, sufficient to
satisfy all federal, state and local tax withholding requirements related
thereto (“Required
Withholding”), (ii) the withholding of such Required Withholding from
compensation otherwise due to the Grantee or from any Shares due to the Grantee
under the Plan or (iii) any combination of the foregoing.





11


(b) Any
Grantee who makes a Disqualifying Disposition or an election under Section 83(b)
of the Code shall remit to the Company an amount sufficient to satisfy all
resulting Required Withholding, except that in lieu of or in addition to the
foregoing, the Company shall have the right to withhold such Required
Withholding from compensation otherwise due to the Grantee or from any Shares or
other payment due to the Grantee under the Plan.





(c) Any
surrender by a Section 16 Grantee of previously owned shares of Common Stock to
satisfy tax withholding arising upon exercise of the Award must comply with the
applicable provisions of Rule 16b-3(e).





12. Elective Share
Withholding. A Grantee may, with the prior consent of the Committee,
elect the withholding by the Company of a portion of the Shares otherwise
deliverable to such Grantee upon the exercise of an Award or upon Restricted
Shares becoming nonforfeitable (each, a “Taxable Event”)
having a Fair Market Value equal to the minimum amount necessary to satisfy the
Required Withholding liability attributable to the Taxable Event.





13.Corporate
Transactions.  In
the event the Board or the stockholders of the Company approve a plan of
complete liquidation or dissolution of the Company, all options shall become
vested and exercisable immediately prior to the consummation of such liquidation
or dissolution and if not then exercised shall expire upon such consummation;
however, options granted pursuant to the Automatic Option Grant Program
described in Section 7 above shall be governed by the terms set forth in Section
7.  In the event the Company enters into a definitive agreement for
the sale of all or substantially all of the Company's assets or a merger,
consolidation or similar transaction in which the Company will not be the
surviving entity or will survive as a wholly-owned subsidiary of another entity
(each, a "Corporate Transaction"), each option outstanding but not vested shall
immediately become vested and exercisable; provided, for the avoidance
of doubt, that nothing in this Section 13 shall be construed to require the
Company to subsidize payment of the exercise price of any option or otherwise to
amend any provision relating to the method and means of exercising any
option.




Upon the
consummation of the Corporate Transaction, all outstanding but unexercised
options shall immediately terminate.  The degree, if any, to which an
Award of RSUs or DSUs shall vest upon a Corporate Transaction shall be specified
in the Award Agreement.




14. Termination of Employment or
Service.





(a) For Cause. If a
Grantee's employment or service is terminated for Cause, (i) the Grantee's
Restricted Shares, RSUs, DSUs and SARs that are then forfeitable shall thereupon
be forfeited, subject to the provisions of Section 6(f)(iii) regarding repayment
of certain amounts to the Grantee; and (ii) any unexercised option or
Performance Share shall terminate effective immediately upon such termination of
employment or service.  Vested DSUs will be distributed immediately in
Shares.





(b) On Account of Death.
Except as otherwise provided by the Committee in the Award Agreement, if a
Grantee’s employment or service terminates on account of death,
then:





(i) the
Grantee's Restricted Shares, RSUs, and DSUs that were forfeitable shall
thereupon become nonforfeitable and any vested DSUs will be distributed
immediately in Shares;





(ii) any
unexercised option or SAR, to the extent exercisable on the date of such
termination of employment or service, may be exercised, in whole or in part,
within the first twelve (12) months after such termination of employment or
service (but only during the Option Term) by (A) his or her personal
representative or by the person to whom the option or SAR, as applicable, is
transferred by will or the applicable laws of descent and distribution, (B) the
Grantee’s designated beneficiary, or (C) a Permitted Transferee; and, to the
extent that any such option of SAR was not exercisable on the date of such
termination of employment or service, it will immediately terminate;
and





12


(iii) any
unexercised Performance Shares may be exercised in whole or in part, at any time
within six(6) months after such termination of employment or service on account
of the death of the Grantee, by (A) his or her personal representative or by the
person to whom the Performance Shares are transferred by will or the applicable
laws of descent and distribution, (B) the Grantee's designated beneficiary or
(C) a Permitted Transferee, except that the benefit payable with respect to any
Performance Shares for which the Performance Period has not ended as of the date
of such termination of employment on account of death shall be equal to the
product of Fair Market Value of such Performance Shares multiplied successively
by each of the following:





(A) a
fraction, the numerator of which is the number of months (including as a whole
month any partial month) that has elapsed since the beginning of such
Performance Period until the date of such termination of employment or service
and the denominator of which is the number of months (including as a whole month
any partial month) in the Performance Period; and





(B) a
percentage determined in the discretion of the Committee that would be earned
under the terms of the applicable Award Agreement assuming that the rate at
which the performance goals have been achieved as of the date of such
termination of employment or service would continue until the end of the
Performance Period, or, if the Committee elects to compute the benefit after the
end of the Performance Period, the Performance Percentage, as determined by the
Committee, attained during the Performance Period for the Performance
Share.





(c) On Account of
Disability. Except as otherwise provided by the Committee in the Award
Agreement, if a Grantee's employment or service terminates on account of
Disability, then:





(i) the
Grantee's Restricted Shares, RSUs, and DSUs that were forfeitable shall
thereupon become nonforfeitable and any vested DSUs will be distributed
immediately in Shares;





(ii) any
unexercised option or SAR, to the extent exercisable on the date of such
termination of employment, may be exercised in whole or in part, within the
first twelve (12) months after such termination of employment or service (but
only during the Option Term) by the Grantee, or by (A) his or her personal
representative or by the person to whom the option or SAR, as applicable, is
transferred by will or the applicable laws of descent and distribution, (B) the
Grantee’s designated beneficiary or (C) a Permitted Transferee; and, to the
extent that any such option of SAR was not exercisable on the date of such
termination of employment, it will immediately terminate; and





(iii) any
unexercised Performance Shares may be exercised in whole or in part, at any time
within six(6) months after such termination of employment or service on account
of Disability by the Grantee, or by (A) his personal representative or by the
person to whom the Performance Shares are transferred by will or the applicable
laws of descent and distribution, (B) the Grantee's designated beneficiary or
(C) a Permitted Transferee, except that the benefit payable with respect to any
Performance Shares for which the Performance Period has not ended as of the date
of such termination of employment on account of Disability shall be equal to the
product of the Fair Market Value of the Performance Shares as of the date of
exercise multiplied successively by each of the following:





(A) a
fraction, the numerator of which is the number of months (including as a whole
month any partial month) that have elapsed since the beginning of such
Performance Period until the date of such termination of employment or service
and the denominator of which is the number of months (including as a whole month
any partial month) in the Performance Period; and





13


(B) a
percentage determined in the discretion of the Committee that would be earned
under the terms of the applicable Award Agreement assuming that the rate at
which the performance goals have been achieved as of the date of such
termination of employment would continue until the end of the Performance
Period, or, if the Committee elects to compute the benefit after the end of the
Performance Period, the Performance Percentage, as determined by the Committee,
attained during the Performance Period for the Performance Share.





(d) Upon a Change of
Control. The degree, if any, to which any Awards shall vest upon a Change
of Control or a termination of employment or service in connection with a Change
of Control shall be specified by the Committee in the applicable Award
Agreement. However, unless otherwise specified in the applicable Award
Agreement, in the event of a Change of Control, all Awards shall immediately
become vested and exercisable.





(e) Any Other Reason.
Except as otherwise provided by the Committee in the Award Agreement, if a
Grantee’s employment or service terminates for any reason other than for Cause,
death, Disability or pursuant to a Change of Control, then:





(i) the
Grantee's Restricted Shares (and any SARs identified therewith), and DSUs to the
extent forfeitable on the date of the Grantee's termination of employment or
service, shall be forfeited on such date. Vested DSUs will be distributed
immediately in Shares;





(ii) any
unexercised option or SAR (other than a SAR identified with a Restricted Share
or Performance Share), to the extent exercisable immediately before the
Grantee's termination of employment or service, may be exercised in whole or in
part, not later than three (3) months after such termination of employment or
service (but only during the Option Term); and, to the extent that any such
option of SAR was not exercisable on the date of such termination of employment
or service, it will immediately terminate; and





(iii) the
Grantee's Performance Shares (and any SARs identified therewith) shall become
nonforfeitable and may be exercised in whole or in part, but only if and to the
extent determined by the Committee;





(iv) the
Grantee’s RSUs that were forfeitable shall thereupon become
nonforfeitable.





(f) Repurchase Rights. If
a Grantee's employment or service with the Company is terminated for Cause or if
Grantee breaches any post-termination covenants set forth in any written
agreement between Grantee and the Company, the Company may, in its discretion,
for a period of one year after the termination for Cause, or the actual
discovery by the Company of the breach, as applicable, and upon 10 days notice
to the Grantee, repurchase all or any portion of any Common Stock acquired by
the Grantee upon the Grantee's exercise of an Award. The purchase price for any
Common Stock repurchased by the Company pursuant to this Section 14(f) shall be
the lesser of the price paid to acquire such Common Stock and the Fair Market
Value thereof on the date of such purchase by the Company.





15. Plans of Foreign
Subsidiaries. The Committee may authorize any foreign Subsidiary to adopt
a plan for granting Awards (“Foreign Plan”). All
Awards granted under such Foreign Plan shall be treated as grants under the
Plan. Such Foreign Plans shall have such provisions as the Committee permits not
inconsistent with the provisions of the Plan. Awards granted under a Foreign
Plan shall be governed by the terms of the Plan, except to the extent that the
provisions of the Foreign Plan are more restrictive than the provisions of the
Plan, in which case the Foreign Plan shall control.





14


16. Substituted Awards.
If the Committee cancels any Award (whether granted under this Plan or any plan
of any entity acquired by the Company or a Subsidiary), the Committee may, in
its discretion, substitute a new Award therefor upon such terms and conditions
consistent with the Plan as the Committee may determine, except that (a) the
Option Price of any new option, and the Strike Price of any new SAR, shall not
be less than one hundred percent (100%) (one hundred ten percent(110%) in the
case of an incentive stock option granted to a Ten Percent Owner) of the Fair
Market Value of a Share on the date of the grant of the new Award; and (b) the
Grant Date of the new Award shall be the date on which such new Award is
granted.





17. Securities Law
Matters.





(a) Compliance. If the
Committee deems it necessary to comply with any applicable securities law, the
Committee may require a written investment intent representation by the Grantee
and may require that a restrictive legend be affixed to certificates for Shares.
If, based upon the advice of counsel to the Company, the Committee determines
that the exercise or nonforfeitability of, or delivery of benefits pursuant to,
any Award would violate any applicable provision of (i)federal or state
securities or blue-sky laws or regulations or (ii) the listing requirements of
any national exchange or national market system on which are listed any of the
Company's equity securities, then the Committee may postpone any such exercise,
nonforfeitability or delivery, as applicable, but the Company shall use all
reasonable efforts to cause such exercise, nonforfeitability or delivery to
comply with all such provisions at the earliest practicable date.





(b) Section 16. Grants of
options to Section 16 Grantees shall comply with Rule 16b-3 and shall contain
such additional conditions or restrictions as may be required thereunder for
such grants to qualify for exemption from liability under Section 16(b) of the
1934 Act.





18. No Employment Rights.
Neither the establishment of the Plan nor the grant of any Award shall (a) give
any Grantee the right to remain employed or otherwise engaged, hired or retained
by the Company or any Subsidiary, or entitle any Grantee to any benefits not
specifically provided by the Plan or (b) modify the right of the Company or any
Subsidiary to modify, amend, or terminate any employee benefit
plan.





19. No Rights as a
Shareholder. A Grantee shall not have any rights as a shareholder of the
Company with respect to the Shares (other than Restricted Shares) which may be
deliverable upon exercise or payment of such Award until such shares have been
delivered to him or her. Restricted Shares, whether held by a Grantee or in
escrow by the Company, shall confer on the Grantee all rights of a shareholder
of the Company, except as otherwise provided in the Plan or in the applicable
Award Agreement. At the time of a grant of Restricted Shares, the Committee may
require the payment of cash dividends thereon to be deferred and, if the
Committee so determines, reinvested in additional Restricted Shares. Stock
dividends or deferred cash dividends issued with respect to Restricted Shares
shall be subject to the same restrictions and other terms as apply to the
Restricted Shares with respect to which such dividends are issued. The Committee
may in its discretion provide for payment of interest on deferred cash
dividends.





20. Nature of Payments.
Awards shall be special incentive payments to the Grantee and shall not be taken
into account in computing the amount of salary or compensation of the Grantee
for purposes of determining any pension, retirement, death, or other benefit
under (a) any pension, retirement, profit-sharing, bonus, insurance, or other
employee benefit plan of the Company or any Subsidiary or (b) any agreement
between (i) the Company or any Subsidiary and (ii) the Grantee, except as such
plan or agreement shall otherwise expressly provide.





15


21. Non-Uniform
Determinations. The Committee's determinations under the Plan need not be
uniform and maybe made by the Committee selectively among persons who receive,
or are eligible to receive, Awards, whether or not such persons are similarly
situated. Without limiting the generality of the foregoing, the Committee shall
be entitled, to enter into non-uniform and selective Award Agreements as to (a)
the identity of the Grantees, (b) the terms and provisions of Awards and(c) the
treatment of terminations of employment or service.





22. Adjustments. The
Committee shall make equitable adjustment of:





(a) the
aggregate number of Shares available under the Plan for Awards and the aggregate
number of Shares for which Awards may be granted to any individual Grantee in
any calendar year pursuant to the second sentence of Section 2;





(b) the
number of Shares, SARs or Performance Shares covered by an Award;
and





(c) the
Option Price of all outstanding options and the Strike Price of all outstanding
SARs; to reflect a stock dividend, stock split, reverse stock split, share
combination, recapitalization, merger, consolidation, spin-off, split-off,
reorganization, rights offering, liquidation or similar event, of or by the
Company.





23. Amendment of the
Plan. The Committee may from time to time, in its discretion, amend the
Plan without the approval of the Company's shareholders, except (a) as such
shareholder approval may be required under the listing requirements of any
securities exchange or national market system on which are listed the Company's
equity securities and (b) that the Committee may not without the approval of the
Company's shareholders amend the Plan to increase the total number of shares
reserved for the purposes of the Plan.





24. Termination of the
Plan. The Plan shall continue in effect until the earlier of its
termination by the Committee or the date on which all of the shares of Common
Stock available for issuance under the Plan have been issued and all
restrictions on such Shares under the terms of the Plan and the agreements
evidencing Awards granted under the Plan have lapsed. However, all Awards shall
be granted, if at all, within ten (10) years from the earlier of the date the
Plan is adopted by the Board or the date the Plan is duly approved by the
shareholders of the Company. Notwithstanding the foregoing, if the maximum
number of shares of Common Stock issuable pursuant to the Plan has been
increased at any time, all Awards shall be granted, if at all, no later than the
last day preceding the ten (10) year anniversary of the earlier of (a) the date
on which the latest such increase in the maximum number of shares of Common
Stock issuable under the Plan was approved by the shareholders of the Company or
(b) the date such amendment was adopted by the Board. No termination shall
affect any Award then outstanding under the Plan.





25. No Illegal
Transactions. The Plan and all Awards granted pursuant to it are subject
to all applicable laws and regulations. Notwithstanding any provision of the
Plan or any Award, Grantees shall not be entitled to exercise, or receive
benefits under, any Award, and the Company shall not be obligated to deliver any
Shares or deliver benefits to a Grantee, if such exercise or delivery would
constitute a violation by the Grantee or the Company of any applicable law or
regulation.





26. Constructive Sales.
The Grantee shall not directly or indirectly, through related parties or
otherwise, sell “short” or “short against the box” (as those terms are generally
understood in the securities markets), or otherwise directly or indirectly
(through derivative instruments or otherwise) dispose of or hedge, any
securities of the Company issuable upon exercise of such Grantee's Award(s). The
foregoing provision may, at the discretion of the Committee, be reflected in the
individual Award Agreements governing the terms and conditions of the Awards
granted by the Company to the Grantees (which shall be entered into following
the grant of such Awards by the Committee).





16


27. Unfunded Status of Awards;
Creation of Trusts.  The Plan is intended to constitute an
“unfunded” plan of incentive and deferred compensation.  With respect
to any payments not yet made to a Grantee or obligation to deliver stock
pursuant to an Award, nothing contained in the Plan or any Award shall give any
Grantee any rights that are greater than those of a general creditor of the
Company; provided that the Committee may authorize the creation of trusts and
deposit therein cash, stock, or other Awards or other property, or make other
arrangements to meet the Company’s obligations under the Plan.  Such
trusts or other arrangements shall be consistent with the “unfunded” status of
the Plan.  The trustee of such trusts may be authorized to dispose of
trust assets and reinvest the proceeds in alternative investments, subject to
such terms and conditions as the Committee may specify and in accordance with
applicable law.





28. Definitions. The
terms set forth below have the indicated meanings which are applicable to both
the singular and plural forms thereof:





(a)
“Award” shall mean options, including ISOs, Restricted Shares, Bonus Shares,
SARs, Performance Shares, RSUs, or DSUs, granted under the Plan.





(b)
“Award
Agreement” shall mean the written agreement by which an Award shall be
evidenced.





(c)
“Board” shall
mean the Board of Directors of the Company.





(d)
“Bonus Shares”
shall mean Shares that are awarded to a Grantee without cost and without
restrictions.





(e)
“Cause”, with
respect to any employee or consultant of the Company shall have the meaning set
forth in such person's employment, consulting or other applicable agreement, or,
in the absence of any such agreement or if such term is not defined in any such
agreement, shall mean any one or more of the following, as determined by the
Committee (in the case of a Section 16 Grantee) or the Chief Executive Officer
or President of the Company (in the case of any other Grantee):





(i) a
Grantee's commission of a crime that is likely to result in injury to the
Company or subsidiary;





(ii) the
material violation by the Grantee of written policies of the Company or a
Subsidiary;





(iii) the
habitual neglect by the Grantee in the performance of his or her duties to the
Company or subsidiary; or





(iv) a
Grantee's willful misconduct or inaction in connection with his or her duties to
the Company or a Subsidiary.





(f)
“Change of
Control” shall mean the occurrence of any of the following
events:





17


(i) Any
“person”, as such term is currently used in Section 13(d) or 14(d) of the
1934Act, other than any employee benefit plan of the Company, becomes a
“beneficial owner” (as such term is currently used in Rule 13d-3 promulgated
under the 1934 Act) of 50% or more of the number of shares of the Company's
voting stock;





(ii) The
Board adopts any plan of liquidation providing for the distribution of all or
substantially all of the Company's assets;





(iii) All
or substantially all of the assets or business of the Company is disposed of
pursuant to a sale, merger, consolidation or other transaction, unless the
shareholders of the Company immediately prior to such transaction beneficially
own (within the meaning of Rule 13d-3 promulgated under the 1934Act) as a result
of their ownership of stock in the Company, at least 50% of the number of shares
of voting stock or other voting equity of the entity or entities that succeed to
the business of the Company; or





(iv) The
Company combines with another company and is the surviving corporation but,
immediately after the combination, the shareholders of the Company immediately
before such transaction beneficially own (within the meaning of Rule 13d-3
promulgated under the 1934 Act) as a result of their ownership of stock in the
Company, less than 50% of the number of shares of voting stock of the combined
company.





(g)
“Code” shall
mean the Internal Revenue Code of 1986, as amended or superseded, and the
regulations and rulings thereunder. Reference to a particular section of the
Code shall include references to successor provisions.





(h)
“Committee”
shall mean the committee of the Board appointed pursuant to Section 3(a),or if
not so appointed, shall mean the entire Board.





(i)
“Common Stock”
shall mean the common stock, $.001 par value per share, of the
Company.





(j)
“Consultant”
shall mean any person, including a Director, who is engaged by the Company or
any parent, Subsidiary or affiliate thereof, to render services to or for the
benefit of the Company and is compensated for such services.





(k)
“Director”
shall mean a member of the Board.





(l)
“Disability”
shall mean a permanent and total disability, within the meaning of
Section22(e)(3) of the Code.





(m)
“Effective
Date” shall mean the date set forth in the first paragraph hereof,
provided that the Company's stockholder within one (1) year of the Effective
Date approve the adoption of the Plan.





(n)
“Eligible
Person” shall mean any Employee, Consultant or Director of the Company or
any Subsidiary, including any prospective Employee or Employee on an approved
leave of absence or layoff, if such leave or layoff does not qualify as a
Disability.





(o)
“Employee”
shall mean any person treated as an employee (including officers and directors)
in the records of the Company and who is subject to the control and direction of
the Company with regard to both the work to be performed and the manner and
method of performance. The payment of a director's fee by the Company to a
Director shall not be sufficient to constitute “employment” of the Director by
the Company.





18


(p)
“Fair Market
Value” per share of Common Stock on any relevant date shall mean such
value as determined in accordance with the following provisions:





(i) If
the Common Stock is at that time listed on a national securities exchange, then
the Fair Market Value shall mean the closing selling price per share of Common
Stock on the exchange on which such Common Stock is principally traded on the
relevant date or, if there were no sales on that date, the closing selling price
of such Common Stock on the last preceding date on which there were
sales.





(ii) If
the Common Stock is at that time traded on the Nasdaq National Market®, Nasdaq
Small Cap MarketSM or OTC Bulletin Board®, as the case may be, then the Fair
Market Value shall mean the closing selling price per share of Common Stock on
the relevant date, as the price is reported by the National Association of
Securities Dealers, Inc., on the Nasdaq National Market®, Nasdaq Small Cap
MarketSM or OTC Bulletin Board®, as the case may be, or any successor system. If
there is no closing selling price for the Common Stock on the relevant date,
then the Fair Market Value shall mean the closing selling price on the last
preceding date for which such quotation exists.





(iii) If
the Common Stock is neither listed on any national securities exchange nor
traded on the Nasdaq National Market®, Nasdaq Small Cap MarketSM or OTC Bulletin
Board®, then the Fair Market Value shall mean the value per share of Common
Stock as determined by the Board after taking into account such factors as the
Board shall in good faith deem appropriate.





(q)
“Grant Date”
shall have the meaning specified in Section 6(a)(i).





(r)
“Grantee” shall
mean an individual who has been granted an Award or any Permitted
Transferee.





(s)
“Hostile
Tender-Offer” shall mean the acquisition, directly or indirectly, by any
person or related group of persons (other than the Company or a person that
directly or indirectly controls, is controlled by, or is under common control
with, the Company) of beneficial ownership (within the meaning of Rule 13d-3 of
the 1934 Act) of securities possessing more than fifty percent (50%) of the
total combined voting power of the Company's outstanding securities pursuant to
a tender or exchange offer made directly to the Company's stockholders which the
Board does not recommend such stockholders to accept.





(t)
“Immediate
Family” shall mean, with respect to a particular Grantee, the Grantee’s
spouse, children and grandchildren.





(u)
“ISO” shall
mean an incentive stock option within the meaning of Section 422 of the
Code.





(v)
“Mature Shares”
shall mean Shares for which the holder thereof has good title, free and clear of
all liens, encumbrances and restrictions, and which such holder has held for at
least six (6) months.





(w)
“Minimum
Consideration” shall mean $.001 per Share or such other amount that is
from time to time considered to be capital for purposes of the General
Corporation Law of the State of Delaware.





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(x)
“1934 Act”
shall mean the Securities Exchange Act of 1934, as amended. References to a
particular section of the 1934 Act or rule thereunder, include references to
successor provisions.





(y)
“Option Price”
shall mean the per share exercise price of an option.





(z)
“Option Term”
shall mean the period beginning on the Grant Date of an option and ending on the
expiration date of such option, as specified in the Award Agreement for such
option and as may, in the discretion of the Committee and consistent with the
provisions of the Plan, be extended from time to time.





(aa)
“Performance
Shares” shall mean an Award to a Grantee pursuant to Section
6(e).





(bb)
“Permitted
Transferee” shall mean a person to whom an Award may be transferred or
assigned in accordance with Section 7.





(cc)
“Restricted
Shares” shall mean Shares that are subject to forfeiture if the Grantee
does not satisfy the conditions specified in the Award Agreement applicable to
those Shares.





(dd)
“Rule 16b-3”
shall mean Rule 16b-3 as promulgated under the 1934 Act, as amended from time to
time, together with any successor rule.





(ee)
“SAR” shall
mean a stock appreciation right.





(ff)
“Section 16
Grantee” shall mean a person who is subject to potential liability under
Section 16(b) of the 1934 Act with respect to transactions involving equity
securities of the Company.





(gg)
“Share” shall
mean a share of Common Stock.





(hh)
“Strike Price”
shall have the meaning specified in Section 6(d)(ii).





(ii)
“Subsidiary”
shall mean a subsidiary corporation as defined in Section 424(f) of the Code
(with the Company being treated as the employer corporation for purposes of this
definition).





(jj)
“Tender-Offer
Price” shall mean the greaterof (i) the
Fair Market Value per share of Common Stock on the date the option is
surrendered to the Company in connection with a Hostile Tender-Offer or (ii) the
highest reported price per share of Common Stock paid by the tender offeror in
effecting such Hostile Tender-Offer. However, if the surrendered option is an
ISO, the Tender-Offer Price shall not exceed the clause (i) price per
share.





(kk)
“Ten Percent
Owner” shall mean a person who owns capital stock (including stock
treated as owned under Section 424(d) of the Code) possessing more than ten
percent of the total combined Voting Power of all classes of capital stock of
the Company or any Subsidiary.





(ll)
“Voting Power”
shall mean the combined voting power of the then-outstanding securities of the
Company entitled to vote generally in the election of directors.





(mm)
“Deferred Stock Unit” or “DSU” shall mean a bookkeeping entry representing the
right granted to a Grantee to receive a share of stock on a date determined in
accordance with Plan Section 6(i).





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(nn)
“Restricted Stock Unit” or “RSU” shall mean a right, granted under this Plan, to
receive stock or other Awards or a combination thereof at the end of a specified
deferral period, in accordance with Plan Section 6(h).





(oo)   “Deferred
Stock Unit Account” or “DSU Account” shall mean the bookkeeping reserve
maintained by the Company in which DSUs are credited to Grantees.





(pp)    “Restricted
Stock Unit Account” or “RSU Account” shall mean the bookkeeping reserve
maintained by the Company in which RSUs are credited to Grantees.





29. Controlling Law. The
law of the State of Delaware, except its law with respect to choice of law,
shall control all matters relating to the Plan.





30. Severability. If any
part of the Plan is declared by any court or governmental authority to be
unlawful or invalid, such unlawfulness or invalidity shall not invalidate any
other part of the Plan. Any Section or part of a Section so declared to be
unlawful or invalid shall, if possible, be construed in a manner which will
given effect to the terms of such Section to the fullest extent possible while
remaining lawful and valid.

















Amendments:By
      Stockholders:
            July
      20, 2006By
      Board of Directors:
            September
      21, 2006By
      Compensation Committee:
            March
      8, 2006By
      Stockholders:
            June
      26, 2007By
      Board of Directors:
            October
      31, 2007By
      Board of Directors:
            May
      1, 2009By
      Board of Directors:
            August
      6, 2009By
      Board of Directors
            December
      18, 2009





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