Unassociated Document


     

     

     

     

    JUHL
      WIND, INC.

    


    2008
      INCENTIVE COMPENSATION PLAN

     

     

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    JUHL
      WIND, INC.

    2008
      INCENTIVE COMPENSATION PLAN

    


    1. PURPOSE
      AND ELIGIBILITY. The purpose of this 2008 Incentive Compensation Plan (the
      "Plan") of Juhl Wind, Inc., a Delaware corporation (the "Company") is to provide
      stock options, stock issuances and other equity interests in the Company (each,
      an "Award") to (a) Employees, officers, Directors, consultants, independent
      contractors, and advisors of the Company or any Parent or Subsidiary thereof,
      and (b) any other Person who is determined by the Committee of the Board of
      Directors of the Company (the "Board") to have made (or is expected to make)
      contributions to the Company or any Parent or Subsidiary thereof. Any person
      to
      whom an Award has been granted under the Plan is called a "Participant."
      Additional definitions are contained in Section 2 and certain other Sections
      of
      the Plan.

    


    2. CERTAIN
      DEFINITIONS.

    


    
      	 	
              a.

            	
              "AFFILIATE"
                shall have the meaning ascribed to such term in Rule 12b-2 of the
                General
                Rules and Regulations of the Exchange
                Act.

            


    

     

    


    
      	 	
              b.

            	
              "BASE
                SALARY" shall mean a Participant's "Base Salary" as such term is
                defined
                in the Employment Agreement.

            


    

    


    
      	 	
              c.

            	
              "BUSINESS
                ENTITY" shall mean (i) the Company or (ii) any Parent or Subsidiary
                thereof.

            


    

    


    
      	 	
              d.

            	
              "BUSINESS
                ENTITY LOCATION" means a Business Entity office consisting of one
                or more
                buildings within 25 miles of each
                other.

            


    

    


    
      	 	
              e.

            	
              "CAUSE"
                shall mean, "Cause," as defined in the Participant's Employment Agreement
                or Director's Agreement, and in the absence of such definition, Cause
                shall mean, as determined by the Committee in its sole discretion,
                the
                Participant's

            


    

    


    
      	 	 	
              i.

            	
              material
                act of dishonesty with respect to the Business Entity that employs
                the
                Participant;

            


    

    


    
      	 	 	
              ii.

            	
              conviction
                for a felony, gross misconduct that is likely to have a material
                adverse
                effect on the business and affairs of the Business Entity that employs
                the
                Participant; or

            


    

    


    
      	 	 	
              iii.

            	
              other
                misconduct, such as excessive absenteeism or failure to comply with
                the
                rules of the Business Entity that employs the
                Participant.

            


    

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    
      
        	 	
                f.

              	
                "CHANGE
                  IN CONTROL" shall mean the occurrence of the first step, including,
                  but
                  not limited to, commencement of negotiations, in a process that
                  results in
                  any one of the following events:

              


      

       

    

    
      	 	 	
              i.

            	
              the
                acquisition by any individual, entity or group (within the meaning
                of
                Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934,
                as
                amended) (the "Exchange Act") of beneficial ownership (within the
                meaning
                of Rule 13d-3 of the Act) of 40% or more of the (A) then outstanding
                voting stock of the Company; or (B) the combined voting power of
                the then
                outstanding securities of the Company entitled to
                vote;

            


    

     

    
      	 	 	
              ii.

            	
              an
                ownership change in which the shareholders of the Company before
                such
                ownership change do not retain, directly or indirectly, at least
                a
                majority of the beneficial interest in the voting stock of the Company
                after such transaction, or in which the Company is not the surviving
                company;

            


    

    


    
      	 	 	
              iii.

            	
              the
                direct or indirect sale or exchange by the beneficial owners (directly
                or
                indirectly) of the Company of all or substantially all of the stock
                of the
                Company;

            


    

    


    
      	 	 	
              iv.

            	
              a
                reorganization, merger, or consolidation in which the Company is
                a
                party;

            


    

    


    
      	 	 	
              v.

            	
              the
                sale, exchange, or transfer of all or substantially all of the assets
                of
                the Company;

            


    

    


    
      	 	 	
              vi.

            	
              the
                bankruptcy, liquidation or dissolution of the Company;
                or

            


    

    


    
      	 	 	
              vii.
                

            	
              any
                transaction including the Company in which the Company acquires an
                ownership interest of any percentage in, enters into a joint venture,
                partnership, alliance or similar arrangement with, or becomes owned
                in any
                percentage by, any other entity that is engaged in a business similar
                to
                the business engaged in by the Company and that has operations in
                North
                America immediately before such transaction or within one year
                thereafter.

            


    

     

    
      	 	
              g.

            	
              "CODE"
                means the Internal Revenue Code of 1986, as amended, and any regulations
                promulgated thereunder.

            


    

     

    
      
        	 	
                h.

              	
                "COMMITTEE"
                  shall mean the Compensation Committee of the Board or such other
                  committee
                  designated by the Board that satisfies any then applicable requirements
                  of
                  the New York Stock Exchange, NASDAQ, or such other principal national
                  stock exchange on which the Common Stock is then traded, and which
                  consists of two or more members of the Board, each of whom shall
                  be an
                  outside director within the meaning of Section 162(m) of the Code.
                  Notwithstanding the foregoing, in the case of any Award granted
                  to any
                  Participant who is a "covered employee" within the meaning of Section
                  162(m), the Committee shall consist of two or more members of the
                  Board
                  who are "outside directors" within the meaning of such
                  Section.

              


      

       

      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      

       

      
        
          	 	
                  i.

                	
                  "COMMON
                    STOCK" shall mean the common stock of the Company.
                    

                


        

         

      

    

    
      	 	
              j.

            	
              "COMPANY"
                shall mean Juhl Wind, Inc., and any successor thereto, and, for purposes
                of Awards other than Incentive Stock Options, shall include any other
                business venture in which the Company has a direct or indirect significant
                interest, as determined by the Committee in its sole
                discretion.

            


    

    
       

      
        
          	 	
                  k.

                	
                  "CONTROL"
                    (including the terms "Controlled by" and "under common Control
                    with")
                    shall mean the possession, directly or indirectly, or as a trustee
                    or
                    executor, of the power to direct or cause the direction of the
                    management
                    of a Person, whether through the ownership of stock, as a trustee
                    or
                    executor, by contract or credit agreement or
                    otherwise.

                


        

      

    

    
       

      
        
          	 	
                  l.

                	
                  "DESIGNATED
                    BENEFICIARY" shall mean the beneficiary designated by a Participant,
                    in
                    accordance with Section 15h hereof, to receive amounts due or
                    exercise
                    rights of the Participant in the event of the Participant's death.
                    In the
                    absence of an effective designation by a Participant, Designated
                    Beneficiary shall mean the Participant's
                    estate.

                


        

         

      

    

    
      
        
          	 	
                  m.

                	
                  "DETERMINATION
                    PERIOD" shall mean, with respect to any Performance Period, a
                    period
                    commencing on or before the first day of the Performance Period
                    and ending
                    not later than the earlier of (i) 90 days after the commencement
                    of the
                    Performance Period and (ii) the date on which twenty-five percent
                    (25%) of
                    the Performance Period has been completed. Any action required
                    to be taken
                    within a Determination Period may be taken at a later date if
                    permissible
                    under Section 162(m) of the Code or regulations promulgated thereunder,
                    as
                    they may be amended from time to
                    time.

                


        

         

      

    

    
      
        
          	 	
                  n.

                	
                  "DIRECTOR"
                    shall mean a member of the Board or the board of directors of
                    a Parent or
                    Subsidiary.

                


        

         

        
          
            
            

          

          
            4

            
              

            

          

          
            
            

          

        

         

      

    

    
      
        
          	 	
                  o.

                	
                  “DIRECTOR'S
                    AGREEMENT" shall mean the Participant's agreement with the Company
                    or any
                    Parent or Subsidiary thereof to serve as a non-Employee director
                    of such
                    Business Entity.

                


        

         

      

    

    
      
        
          	 	
                  p.

                	
                  "DISABILITY"
                    shall mean any physical or mental condition which renders the
                    Participant
                    incapable of performing his or her essential functions and duties
                    as an
                    Employee for a continuous period of at least 180 days, as determined
                    in
                    good faith by a physician appointed by the Business Entity that
                    employs
                    the Participant.

                


        

         

      

    

    
      
        
          	 	
                  q.

                	
                  "EFFECTIVE
                    DATE" shall mean the date specified in Section 15c
                    hereof.

                


        

         

      

    

    
      
        
          	 	
                  r.

                	
                  "EMPLOYEE"
                    shall mean an employee of the Company or any Parent or Subsidiary
                    thereof,
                    but only if the employee is reported as such on the payroll records
                    of
                    such entity.

                


        

         

      

    

    
      
        
          	 	
                  s.

                	
                  "EMPLOYMENT
                    AGREEMENT" shall mean the Participant's employment agreement
                    with the
                    Business Entity that employs him or her as in effect as of the
                    Effective
                    Date.

                


        

         

      

    

    
      
        
          	 	
                  t.

                	
                  "ERISA"
                    shall mean the Employee Retirement Income Security Act of 1974,
                    as
                    amended.

                


        

         

      

    

    
      
        
          	 	
                  u.

                	
                  "EXCHANGE
                    ACT" shall mean the Securities Exchange Act of 1934, as
                    amended.

                


        

         

      

    

    
      
        
          	 	
                  v.

                	
                  "GOOD
                    REASON" shall mean "Good Reason," as defined in the Participant's
                    Employment Agreement or Director's Agreement, and in the absence
                    of such
                    definition, shall mean:

                


        

         

      

    

    
      	 	 	
              i.

            	
              without
                the Participant's prior written consent, any material diminution
                in the
                Participant's authority, duties or responsibilities, including those
                pertaining to his or her status as a director, if applicable, provided,
                however, that prior to any termination pursuant to this section the
                applicable Business Entity must be given notice by the Participant
                of
                his/her objection to such material diminution and no less than 20
                days to
                cure the same;

            


    

    


    
      	 	 	
              ii.

            	
              any
                failure by the Business Entity to pay the Participant any portion
                of the
                Base Salary or any other payments to which the Participant is entitled
                provided, however, that prior to any termination on account of the
                non-payment of Base Salary, the Business Entity must be given no
                less than
                30 days to cure the same;

            


    

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    
      	 	 	
              iii.

            	
              without
                the Participant's prior written consent, the relocation of the principal
                place of the Participant's employment to a location more than 30
                miles
                from the Business Entity Location where the individual was working
                immediately prior to the relocation;
                or

            


    

    


    
      	 	 	
              iv.

            	
              a
                material breach by the Company of any of the material provisions
                of this
                Plan, provided, however, that prior to any termination pursuant to
                this
                section the applicable Business Entity must be given notice by the
                Participant of such acts or omissions and no less than 20 days to
                cure the
                same.

            


    

    


    
      	
            	w.	
              “PARENT”
                shall mean, in the case of an Incentive Stock Option, a "parent
                corporation," within the meaning of Section 424(e) of the Code, with
                respect to the Company, and in all other instances, an entity, directly
                or
                indirectly, in Control of the
                Company.

            


    

    


    
      	
            	x.	
              "PERFORMANCE
                PERIOD" shall mean a one (1), two (2), three (3), four (4) or five
                (5)
                fiscal or calendar year or other 12 consecutive month period for
                which
                performance goals are established pursuant to Section
                4.

            


    

    


    
      	
            	y.	
              "PERSON"
                shall mean a person within the meaning of Section 3(a)(9) of the
                Exchange
                Act.

            


    

    


    
      	
            	z.	
              "PLAN"
                shall mean the Juhl Wind, Inc. 2008 Incentive Compensation Plan,
                as set
                forth herein, as it may be amended from time to
                time.

            


    

    


    
      	
            	aa.	
              "QUALIFIED
                SUCCESSOR" shall mean have the meaning ascribed thereto in the Employment
                Agreement or Director's Agreement, as applicable. If such term does
                not
                appear in the Employment Agreement or Director's Agreement, all Plan
                provisions in respect of a Qualified Successor shall be null and
                void with
                respect to the affected
                Participant.

            


    

    


    
      	
            	bb.	
              "RETIREMENT"
                shall mean the voluntary termination of the Participant at any time
                on or
                after attaining age 65.

            


    

    


    
      	
            	cc.	
              "SUBSIDIARY"
                shall mean, in the case of an Incentive Stock Option, a "subsidiary
                corporation," within the meaning of Section 424(f) of the Code, with
                respect to the Company, and in all other instances, an entity, directly
                or
                indirectly, Controlled by the
                Company.

            


    

     

    
      
         

      

      
        6

        
          

        

      

      
         

      

    

     

    
      	
            	dd.	
              "VESTING
                PERIOD" shall mean a continuous period of time pursuant to which
                an Award
                is partially or fully forfeitable to the
                Company.

            


    

    


    3. ADMINISTRATION.

    


    
      	
            	a.	
              GENERAL.
                The Plan shall be administered by the Committee. The Committee, in
                its
                sole discretion, shall have the authority to grant and amend Awards,
                to
                adopt, amend and repeal rules relating to the Plan and to interpret
                and
                correct the provisions of the Plan and any
                Award.

            


    

    


    
      	
            	b.	
              POWERS
                AND RESPONSIBILITIES. Subject to the express limitations of the Plan,
                the
                Committee shall have the following discretionary powers, rights and
                responsibilities, in addition to those described in Section
                3a.

            


    

    


    
      	 	 	
              i.

            	
              to
                construe and determine the respective Stock Option Agreements, other
                Agreements, Awards and the Plan;

            


    

    


    
      	 	 	
              ii.

            	
              to
                prescribe, amend and rescind rules and regulations relating to the
                Plan
                and any Awards;

            


    

    


    
      	 	 	
              iii.

            	
              to
                determine the extent to which Award vesting schedules shall be accelerated
                or Award payments made to, or forfeited by, a Participant in the
                event of
                (A) the Participant's termination of employment with the Company
                or any
                Parent or Subsidiary thereof due to Disability, Retirement, death,
                Good
                Reason, Cause or other reason, or (B) a Change in Control of the
                Company;

            


    

    


    
      	 	 	
              iv.

            	
              to
                determine the terms and provisions of the respective Stock Option
                Agreements, other Agreements and Awards, which need not be
                identical;

            


    

    


    
      	 	 	
              v.

            	
              to
                grant Awards to Participants based upon the attainment of performance
                goals that do not constitute "objective performance goals" within
                the
                meaning of Section 162(m) of the
                Code;

            


    

    


    
      	 	 	
              vi.

            	
              to
                grant Awards that are Options or Stock Appreciation Rights based
                solely
                upon a Vesting Schedule; and 

            


    

    


    
      	 	 	
              vii.

            	
              to
                make all other determinations in the judgment of the Committee necessary
                or desirable for the administration and interpretation of the
                Plan.

            


    

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

     

    The
      Committee may correct any defect or supply any omission or reconcile any
      inconsistency in the Plan or in any Stock Option Agreement, other Agreement
      or
      Award in the manner and to the extent it shall deem expedient to carry the
      Plan,
      any Stock Option Agreement, other Agreement or Award into effect and it shall
      be
      the sole and final judge of such expediency. All decisions by the Committee
      shall be final and binding on all interested persons. Neither the Company nor
      any member of the Committee shall be liable for any action or determination
      relating to the Plan.

    


    
      	
            	c.	
              DELEGATION
                OF POWER. The Committee may delegate some or all of its power and
                authority hereunder to the President or Chief Executive Officer of
                the
                Company or other executive officer of the Company or, with respect
                to a
                Subsidiary, the stockholders of such Subsidiary, as the Committee
                deems
                appropriate. Notwithstanding the foregoing, with respect to any person
                who
                is a "covered employee" within the meaning of Section 162(m) of the
                Code
                or who, in the Committee's judgment, is likely to be a covered employee
                at
                any time during the applicable Performance Period, only the Committee
                shall be permitted to (i) designate such person to participate in
                the Plan
                for such Performance Period, (ii) establish performance goals and
                Awards
                for such person, and (iii) certify the achievement of such performance
                goals. For purposes of the immediately preceding sentence, "Committee"
                shall mean two or more members of the Board who are "outside directors"
                within the meaning of Section 162(m) of the Code. No member of the
                Committee may make any decisions under this Plan whatsoever in respect
                of
                an Award to be granted to such
                member.

            


    

     

    


    4. PERFORMANCE
      GOALS AND OTHER CRITERIA.

    


    
      	
            	a.	
              ROLE
                OF COMMITTEE. The Committee shall establish within the Determination
                Period of each Performance Period (i) one or more objective performance
                goals for each Participant or for any group of Participants (or both),
                provided that the outcome of each goal is substantially uncertain
                at the
                time the Committee establishes such goal and/or (ii) other criteria,
                including, but not limited to, performance criteria that do not satisfy
                the requirements of Treasury Regulation Section 1.162-27(e)(2) or
                time
                vesting criteria, the satisfaction of which is required for the payment
                of
                an Award. Notwithstanding any provision of this Plan to the contrary,
                Awards that are Options or Stock Appreciation Rights may be granted
                solely
                on the basis of a Vesting Schedule, and without regard to performance
                or
                any other criteria.

            


    

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

    
 

    
      	
            	b.	
              PERFORMANCE
                FACTORS. Performance goals shall be based exclusively on one or more
                of
                the following objective Company (including any division or operating
                unit
                thereof) or individual measures, stated in either absolute terms
                or
                relative terms, such as rates of growth or improvement, the attainment
                by
                a share of Common Stock of a specified fair market value for a specified
                period of time, earnings per share, earnings per share excluding
                non-recurring, special or extraordinary items, return to stockholders
                (including dividends), return on capital, return on total capital
                deployed, return on assets, return on equity, earnings of the Company
                before or after taxes and/or interest, revenues, revenue increase,
                new
                business development or acquisition, repeat purchase rate, recurring
                revenue, recurring revenue increase, market share, cash flow or cost
                reduction goals, cash flow provided by operations, net cash flow,
                short-term or long-term cash flow return on investment, interest
                expense
                after taxes, return on investment, return on investment capital,
                economic
                value created, operating margin, gross profit margin, net profit
                margin,
                pre-tax income margin, net income margin, net income before or after
                taxes, pretax earnings before interest, depreciation and amortization,
                pre-tax operating earnings after interest expense and before incentives,
                and/or extraordinary or special items, operating earnings, net cash
                provided by operations, and strategic business criteria, consisting
                of one
                or more objectives based on meeting specified market penetration,
                geographic business expansion goals, cost targets, customer satisfaction,
                reductions in errors and omissions, reductions in lost business,
                management of employment practices and employee benefits, supervision
                of
                litigation and information technology, quality and quality audit
                scores,
                productivity, efficiency, and goals relating to acquisitions or
                divestitures, or any combination of the
                foregoing.

            


    

    


    
      	
            	c.	
              PARTICIPANTS
                WHO ARE COVERED EMPLOYEES. With respect to Participants who are "covered
                employees" within the meaning of Section 162(m) of the Code or who,
                in the
                Committee's judgment, are likely to be covered employees at any time
                during the applicable Performance Period, an Award other than an
                Option or
                a Stock Appreciation Right may be based only on performance factors
                that
                are compliant with the requirements of Treasury Regulation Section
                1.162-27(e)(2). For this purpose, the factors listed in Section 4b
                shall
                be deemed to be compliant with the requirements of such Treasury
                Regulation.

            


    

    


    
      	
            	d.	
              PARTICIPANTS
                WHO ARE NOT COVERED EMPLOYEES. Notwithstanding any provision of this
                Plan
                to the contrary, with respect to Participants who are not "covered
                employees" within the meaning of Section 162(m) of the Code and who,
                in
                the Committee's judgment, are not likely to be covered employees
                at any
                time during the applicable Performance Period, the performance goals
                established for the Performance Period may consist of any objective
                Company (including any division or operating unit thereof) or individual
                measures, whether or not listed in (b) above or whether or not compliant
                with the requirements of Treasury Regulation Section 1.162-27(e)(2),
                and
                the Committee may grant Awards without regard to the need for satisfaction
                of any performance goals whatsoever and/or without reference to any
                particular Performance Period.

            


    

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

     

    Without
      in any way limiting the generality of the foregoing, such performance goals
      may
      include subjective goals, the satisfaction of which shall be determined by
      the
      Committee, in its sole and absolute discretion, and the Committee may grant
      Awards subject only to the requirement of satisfying the applicable Vesting
      Period. Performance goals shall be subject to such other special rules and
      conditions as the Committee may establish at any time within the Determination
      Period.

    


    
      
        	
              	e.	
                APPLICABILITY
                  OF SECTION RULE 16B-3. Notwithstanding anything to the contrary
                  in the
                  foregoing if, or at such time as, the Common Stock is or becomes
                  registered under Section 12 of the Securities and Exchange Act
                  of 1934, as
                  amended (the “Exchange Act”) or any successor statute, the Plan shall be
                  administered in a manner consistent with Rule 16b-3 promulgated
                  thereunder, as it may be amended from time to time, or any successor
                  rules
                  ("Rule 16b-3"), such that all subsequent grants of Awards hereunder
                  to
                  Reporting Persons, as hereinafter defined, shall be exempt under
                  such
                  rule. Those provisions of the Plan which make express reference
                  to Rule
                  16b-3 or which are required in order for certain option transactions
                  to
                  qualify for exemption under Rule 16b-3 shall apply only to such
                  persons as
                  are required to file reports under Section 16 (a) of the Exchange
                  Act (a
                  "Reporting Person").

              


      

    

    


    5. STOCK
      AVAILABLE FOR AWARDS.

    


    
      	
            	a.	
              NUMBER
                OF SHARES. Subject to adjustment under Section 5c, the aggregate
                number of
                shares of Common Stock of the Company that may be issued pursuant
                to the
                Plan is the Available Shares (as defined on the last page). If any
                Award
                expires, or is terminated, surrendered or forfeited, in whole or
                in part,
                the unissued Common Stock covered by such Award shall again be available
                for the grant of Awards under the Plan. If an Award granted under
                the Plan
                shall expire or terminate for any reason without having been exercised
                in
                full, the unpurchased shares subject to such Award shall again be
                available for subsequent Awards under the Plan. Shares issued under
                the
                Plan may consist in whole or in part of authorized but unissued shares
                or
                treasury shares.

            


    

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

     

    
      	
            	b.	
              PER-PARTICIPANT
                LIMIT. Subject to adjustment under Section 5c, no Participant may
                be
                granted Awards during any one fiscal year to purchase more than 30,000
                shares of Common Stock.

            


    

    


    
      	
            	c.	
              ADJUSTMENT
                TO COMMON STOCK. Subject to Section 13, in the event of any stock
                split,
                reverse stock split, stock dividend, extraordinary cash dividend,
                recapitalization, reorganization, merger, consolidation, combination,
                exchange of shares, liquidation, spin-off, split-up, or other similar
                change in capitalization or similar event, (i) the number and class
                of
                securities available for Awards under the Plan and the per-Participant
                share limit and (ii) the number and class of securities, vesting
                schedule
                and exercise price per share subject to each outstanding Option and
                Stock
                Appreciation Right shall be adjusted by the Company (or substituted
                Awards
                may be made if applicable) to the extent the Committee shall determine,
                in
                good faith, that such an adjustment (or substitution) is
                appropriate.

            


    

    


    6. STOCK
      OPTION AWARDS.

    


    
      	
            	a.	
              GENERAL.
                The Committee may grant options to purchase Common Stock (each, an
                "Option") and determine the number of shares of Common Stock to be
                covered
                by each Option, the exercise price of each Option and the conditions
                and
                limitations applicable to the exercise of each Option and the shares
                of
                Common Stock issued upon the exercise of each Option, including,
                but not
                limited to, vesting provisions and restrictions relating to applicable
                federal or state securities laws. Each Option will be evidenced by
                a Stock
                Option Agreement. 

            


    

    


    
      	
            	b.	
              INCENTIVE
                STOCK OPTIONS. An Option that the Committee intends to be an incentive
                stock option (an "Incentive Stock Option") as defined in Section
                422 of
                the Code, as amended, or any successor statute ("Section 422"), shall
                be
                granted only to an Employee and shall be subject to and shall be
                construed
                consistently with the requirements of Section 422 and regulations
                thereunder. The Committee, the Board and the Company shall have no
                liability if an Option or any part thereof that is intended to be
                an
                Incentive Stock Option does not qualify as such. An Option or any
                part
                thereof that does not qualify as an Incentive Stock Option is referred
                to
                herein as a "Nonstatutory Stock Option" or "Nonqualified Stock
                Option."

            


    

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

     

    
      	
            	c.	
              DOLLAR
                LIMITATION. For so long as the Code shall so provide, Options granted
                to
                any Employee under the Plan (and any other incentive stock option
                plans of
                the Company) which are intended to qualify as Incentive Stock Options
                shall not qualify as Incentive Stock Options to the extent that such
                Options, in the aggregate, become exercisable for the first time
                in any
                one calendar year for shares of Common Stock with an aggregate Fair
                Market
                Value (as defined below and determined as of the respective date
                or dates
                of grant) of more than $100,000. The amount of Incentive Stock Options
                which exceed such $100,000 limitation shall be deemed to be Nonqualified
                Stock Options. For the purpose of this limitation, unless otherwise
                required by the Code or regulations of the Internal Revenue Service
                or
                determined by the Committee, Options shall be taken into account
                in the
                order granted, and the Committee may designate that portion of any
                Incentive Stock Option that shall be treated as Nonqualified Option
                in the
                event that the provisions of this paragraph apply to a portion of
                any
                Option. The designation described in the preceding sentence may be
                made at
                such time as the Committee considers appropriate, including after
                the
                issuance of the Option or at the time of its
                exercise.

            


    

    


    
      	
            	d.	
              EXERCISE
                PRICE. The Committee shall establish the exercise price (or determine
                the
                method by which the exercise price shall be determined) at the time
                each
                Option is granted and specify the exercise price in the applicable
                Stock
                Option Agreement; provided, however, in no event may the per share
                exercise price be less than the Fair Market Value (as defined below)
                of
                the Common Stock on the date of grant; and provided, further, however,
                that, except as may be required under Section 5c, the Committee may
                not
                reduce, directly or indirectly, at any time following the grant of
                the
                Option, the exercise price per share of Common Stock underlying the
                Option
                to a level below the Fair Market Value per share of Common Stock
                on the
                date of grant. In the case of an Incentive Stock Option granted to
                a
                Participant who, at the time of grant of such Option, owns stock
                representing more than ten percent (10%) of the voting power of all
                classes of stock of the Company or any Parent or Subsidiary, then
                the
                exercise price shall be no less than 110% of the Fair Market Value
                of the
                Common Stock on the date of grant. In the case of a grant of an Incentive
                Stock Option to any other Participant, the exercise price shall be
                no less
                than 100% of the Fair Market Value of the Common Stock on the date
                of
                grant.

            


    

    


    
      	
            	e.	
              TERM
                OF OPTIONS. Each Option shall be exercisable at such times and subject
                to
                such terms and conditions as the Committee may specify in the applicable
                Stock Option Agreement; provided that the term of any Incentive Stock
                Option may not be more than ten (10) years from the date of grant.
                In the
                case of an Incentive Stock Option granted to a Participant who, at
                the
                time of grant of such Option, owns stock representing more than ten
                percent (10%) of the voting power of all classes of stock of the
                Company
                or any Parent or Subsidiary, the term of the Option shall be no longer
                than five (5) years from the date of grant. The term of any Nonqualified
                Stock Option may not be more than ten (10) years from the date of
                grant.

            


    

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

     

    
      	
            	f.	
              EXERCISE
                OF OPTION. Options may be exercised only by delivery to the Company
                of a
                written notice of exercise signed by the proper person together with
                payment in full as specified in Section 6g and the Stock Option Agreement
                for the number of shares for which the Option is
                exercised.

            


    

    


    
      	
            	g.	
              PAYMENT
                UPON EXERCISE. Common Stock purchased upon the exercise of an Option
                shall
                be paid for by delivery of an irrevocable and unconditional undertaking
                by
                a creditworthy broker (selected by the Participant and otherwise
                without
                the financial involvement of the Company) to deliver promptly to
                the
                Company sufficient funds to pay the exercise price, or delivery by
                the
                Participant to the Company of a copy of irrevocable and unconditional
                instructions to a creditworthy broker to deliver promptly to the
                Company
                cash or a check sufficient to pay the exercise price (each, a "Cashless
                Exercise"). Settlement of an Option shall be made solely in
                cash.

            


    

    


    
      	
            	h.	
              ACCELERATION,
                EXTENSION, ETC. The Committee may, in its sole discretion, and in
                all
                instances subject to any relevant tax and accounting considerations
                which
                may adversely impact or impair the Company, (i) accelerate the date
                or
                dates on which all or any particular Options or Awards granted under
                the
                Plan may be exercised, or (ii) extend the dates during which all
                or any
                particular Options or Awards granted under the Plan may be exercised
                or
                vest.

            


    

    


    
      	
            	i.	
              DETERMINATION
                OF FAIR MARKET VALUE. If, at the time an Option is granted under
                the Plan,
                the Company's Common Stock is publicly traded under the Exchange
                Act,
                "Fair Market Value" shall mean (i) if the Common Stock is listed
                on any
                established stock exchange or a national market system, including
                without
                limitation the NASDAQ National Market or The NASDAQ Small Cap Market
                of
                The NASDAQ Stock Market, its Fair Market Value shall be the last
                reported
                sales price for such stock (on that date) or the closing bid, if
                no sales
                were reported as quoted on such exchange or system as reported in
                The Wall
                Street Journal or such other source as the Committee deems reliable;
                or
                (ii) the average of the closing bid and asked prices last quoted
                (on that
                date) by an established quotation service for over-the-counter securities,
                if the Common Stock is not reported on a national market system.
                In the
                absence of an established market for the Common Stock, the Fair Market
                Value thereof shall be determined in good faith by the Committee
                after
                taking into consideration all factors which it deems
                appropriate.

            


    

     

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

     

    7. RESTRICTED
      COMPENSATION SHARE AWARDS.

    


    
      	
            	a.	
              GRANTS.
                The Committee may grant Awards entitling recipients to acquire shares
                of
                Common Stock, subject to (i) restrictions on transfer as set forth
                in the
                applicable Award instrument and (ii) forfeiture unless and until
                all
                specified employment, vesting and/or performance conditions, as set
                forth
                in the applicable Award instrument, are met (such shares of Common
                Stock,
                "Restricted Compensation Shares," and each such Award, a "Restricted
                Compensation Share Award").

            


    

    


    
      	
            	b.	
              TERMS
                AND CONDITIONS. The Committee shall determine the terms and conditions
                of
                any such Restricted Compensation Share Award. Any stock certificates
                issued in respect of a Restricted Compensation Share Award shall
                be
                registered in the name of the Participant and, unless otherwise determined
                by the Committee, deposited by the Participant, together with a stock
                power endorsed in blank, with the Company (or its designee). Restricted
                Compensation Share Awards shall be issued for no cash consideration
                or
                such minimum consideration as may be required by law. After the expiration
                of the applicable restriction periods, the Company (or such designee)
                shall deliver the certificates no longer subject to such restrictions
                to
                the Participant or, if the Participant has died, to the Designated
                Beneficiary.

            


    

    


    8. RESTRICTED
      COMPENSATION SHARE UNIT AWARDS.

    


    
      	
            	a.	
              GRANT.
                The Committee may grant Awards entitling recipients to the right
                to
                acquire, at some time in the future, Restricted Compensation Shares,
                subject to such other conditions as the Committee may prescribe in
                the
                applicable Award Agreement (each such Award, a "Restricted Compensation
                Share Unit Award"). Restricted Compensation Share Unit Awards are
                subject
                to forfeiture unless and until all specified Award conditions are
                met, as
                determined by the Committee and set forth in the particular Agreements
                applicable to such Awards.

            


    

    


    
      	
            	b.	
              TERMS
                AND CONDITIONS. The Committee shall determine the terms and conditions
                of
                any such Restricted Compensation Share Unit Award. No stock certificates
                shall be issued in respect of a Restricted Compensation Share Unit
                Award
                at the time of grant. However, upon exercise, the Company (or the
                Company's counsel as its designee) shall deliver stock certificates
                to the
                Participant or, if the Participant has died, to the Designated
                Beneficiary.

            


    

     

    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    

     

    9. STOCK
      APPRECIATION RIGHT AWARDS.

    


    
      	
            	a.	
              GRANT.
                The Committee may grant Awards entitling recipients to the right
                to
                acquire, at some time in the future, upon exercise, one or more shares
                of
                Common Stock, in an amount equal to the product of (i) the excess
                of (A)
                the Fair Market Value of a share of Common Stock on the date of exercise
                over (B) the exercise price per share set forth in the applicable
                Award
                Agreement and (ii) the number of shares of Common Stock with respect
                to
                which the right is exercised, subject to such other conditions as
                the
                Committee may prescribe in the applicable Award Agreement (each,
                a "Stock
                Appreciation Right Award"). Stock Appreciation Right Awards are subject
                to
                forfeiture unless and until all specified Award conditions are met,
                as
                determined by the Committee and set forth in the particular Agreements
                applicable to such Awards.

            


    

    


    
      	
            	b.	
              TERMS.
                The Committee shall determine the terms and conditions of any such
                Stock
                Appreciation Right Award. A Stock Appreciation Right Award may be
                issued
                either in tandem with, or by reference to, an Option (each such Award,
                a
                "Tandem SAR") or not so issued (each such Award, a "Free-Standing
                SAR").
                It is the intention of the Committee that the exercise of Tandem
                SARs
                assist the recipient of an Option with the ability to pay applicable
                taxes
                with respect to the exercise of an Option and the SARs themselves.
                The
                exercise price of a Tandem SAR shall be the exercise price per share
                of
                the related Option. The exercise price of a Free-Standing SAR shall
                be
                determined by the Committee in its sole discretion; provided, however,
                that exercise price shall not be less than 100% of the Fair Market
                Value
                of a share of Common Stock on the date of grant; and provided, further,
                however, that, except as may be required under Section 5c, the Committee
                may not reduce, at any time following the grant of the Free-Standing
                SAR,
                the exercise price per share of Common Stock underlying such Free-Standing
                SAR to a level below the Fair Market Value per share of Common Stock
                on
                the date of grant. No stock certificates shall be issued in respect
                of a
                Stock Appreciation Right Award, and such Award shall be reflected
                merely
                in book entry form on the Company's books and records. A Stock
                Appreciation Right Award may be settled only in
                cash.

            


    

     

    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    

     

    10. PERFORMANCE
      SHARE AWARDS

    


    
      	
            	a.	
              GRANTS.
                The Committee may grant Awards entitling recipients to acquire shares
                of
                Common Stock upon the attainment of specified performance goals within
                a
                specified Performance Period, which shares may or may not be Restricted
                Compensation Shares, subject to such other conditions as the Committee
                may
                prescribe in the applicable Award (each such share of Common Stock,
                a
                "Performance Share," and each such Award, a "Performance Share Award").
                Performance Share Awards subject to forfeiture unless and until all
                specified Award conditions are met, as determined by the Committee
                and set
                forth in the particular Agreements applicable to such
                Awards.

            


    

    


    
      	
            	b.	
              TERMS
                AND CONDITIONS. The Committee shall determine the terms and conditions
                of
                any such Performance Share Award. Unless otherwise determined by
                the
                Committee, the payment value of the Performance Share Awards shall
                be
                based upon the Fair Market Value of the Common Stock underlying such
                Award
                on the date the Performance Shares are earned or on the date the
                Committee
                determines that the Performance Shares have been earned. The Committee
                shall establish performance goals for each Performance Period for
                the
                purpose of determining the extent to which Performance Shares awarded
                for
                such cycle are earned. As soon as administratively practicable after
                the
                end of a performance cycle, the Committee shall determine the number
                of
                Performance Shares which have been earned in relation to the established
                performance goals. No stock certificates shall be issued in respect
                of
                Performance Share Award at the time of grant unless the Performance
                Shares
                are Restricted Compensation Shares, in which case the rules of Section
                9b
                with respect to the issuance of certificates shall apply. However,
                upon
                the lapse of all applicable restrictions, the Company (or the Company's
                counsel as its designee) shall deliver stock certificates to the
                Participant or, if the Participant has died, to the Designated
                Beneficiary.

            


    

    


    11. AWARD
      SHARES

    


    
      
        	
              	a.	
                GRANTS.
                  The Committee may grant Awards entitling recipients to acquire
                  shares of
                  Common Stock, subject to such terms, restrictions, conditions,
                  performance
                  criteria, vesting requirements and payment needs, if any, as the
                  Committee
                  shall determine in the applicable Award Agreement (each such Award,
                  an
                  "Award Share."). Award Shares are subject to forfeiture unless
                  and until
                  all specified Award conditions are met, as determined by the Committee
                  and
                  set forth in the particular Agreements applicable to such
                  Awards.

              


      

    

     

    
      
        
        

      

      
        16

        
          

        

      

      
        
        

      

    

     

    
      	
            	b.	
              TERMS
                AND CONDITIONS. The Committee shall determine the terms and conditions
                of
                any such Award Share. Award Shares shall be issued for no cash
                consideration or such minimum consideration as may be required by
                law.
                When paid, the Company (or the Company's counsel as its designee)
                shall
                deliver stock certificates for the Award Shares to the Participant
                or, if
                the Participant has died, to the Designated
                Beneficiary.

            


    

    


    12. OTHER
      STOCK-BASED AWARDS. The Committee shall have the right to grant other Awards
      based upon the Common Stock having such terms and conditions as the Committee
      may determine, including, without limitation, the grant of securities
      convertible into Common Stock and the grant of phantom stock awards or stock
      units.

    


    13. GENERAL
      PROVISIONS APPLICABLE TO AWARDS.

    


    
      	
            	a.	
              TRANSFERABILITY
                OF AWARDS. Except as the Committee may otherwise determine or provide
                in
                an Award, Awards shall not be sold, assigned, transferred, pledged
                or
                otherwise encumbered by the person to whom they are granted, either
                voluntarily or by operation of law, except by will or the laws of
                descent
                and distribution, and, during the life of the Participant, shall
                be
                exercisable only by the Participant; provided, however, except as
                the
                Committee may otherwise determine or provide in an Award, that
                Nonstatutory Options and Restricted Compensation Share Awards may
                be
                transferred pursuant to a qualified domestic relations order (as
                defined
                in ERISA) or to a grantor-retained annuity trust or a similar
                estate-planning vehicle in which the trust is bound by all provisions
                of
                the Stock Option Agreement and Restricted Compensation Share Award,
                which
                are applicable to the Participant. References to a Participant, to
                the
                extent relevant in the context, shall include references to authorized
                transferees.

            


    

    


    
      	
            	b.	
              DOCUMENTATION.
                Each Award under the Plan shall be evidenced by a written instrument
                (each, an "Agreement") in such form as the Committee shall determine
                or as
                executed by an officer of the Company pursuant to authority delegated
                by
                the Committee or Board. Each Award Agreement may contain terms and
                conditions in addition to those set forth in the Plan, provided that
                such
                terms and conditions do not contravene the provisions of the Plan
                or
                applicable law.

            


    

    


    
      	
            	c.	
              COMMITTEE
                DISCRETION. The terms of each type of Award need not be identical,
                and the
                Committee need not treat Participants
                uniformly.

            


    

     

    
      
        
        

      

      
        17

        
          

        

      

      
        
        

      

    

     

    
      	
            	d.	
              ADDITIONAL
                AWARD PROVISIONS. The Committee may, in its sole discretion, include
                additional provisions in any Stock Option Agreement, Restricted
                Compensation Share Award or other Award granted under the Plan, including
                without limitation restrictions on transfer, commitments to pay cash
                bonuses, to make, arrange for or guaranty loans (subject to compliance
                with Section 13m) or to transfer other property to Participants upon
                exercise of Awards, or transfer other property to Participants upon
                exercise of Awards, or such other provisions as shall be determined
                by the
                Committee; provided that such additional provisions shall not be
                inconsistent with any other term or condition of the Plan or applicable
                law.

            


    

    


    
      	
            	e.	
              TERMINATION
                OF STATUS. The Committee shall determine the effect on an Award of
                the
                Disability, death, Retirement, authorized leave of absence or other
                change
                in the employment or other status of a Participant and the extent
                to
                which, and the period during which, the Participant, or the Participant's
                legal representative, conservator, guardian or Designated Beneficiary,
                may
                exercise rights under the Award, subject to applicable law and the
                provisions of the Code related to Incentive Stock Options. Such
                determination shall be reflected in the applicable Award
                Agreement.

            


    

    


    
      	
            	f.	
              CHANGE
                IN CONTROL OF THE COMPANY. Unless otherwise expressly provided in
                the
                applicable Agreement, in connection with the occurrence of a Change
                in
                Control, the Committee shall, in its sole discretion as to any outstanding
                Award (including any portion thereof; on the same basis or on different
                bases, as the Committee shall specify), take one or any combination
                of the
                following actions:

            


    

    


    
      	 	 	
              i.

            	
              make
                appropriate provision for the continuation of such Award by the Company
                or
                the assumption of such Award by the surviving or acquiring entity
                and by
                substituting on an equitable basis for the shares then subject to
                such
                Award either (x) the consideration payable with respect to the outstanding
                shares of Common Stock in connection with the Change in Control,
                (y)
                shares of stock of the surviving or acquiring corporation or (z)
                such
                other securities as the Committee deems appropriate, the fair market
                value
                of which (as determined by the Committee in its sole discretion)
                shall not
                materially differ from the fair market value of the shares of Common
                Stock
                subject to such Award immediately preceding the Change in
                Control;

            


    

    


    
      	 	 	
              ii.

            	
              accelerate
                the date of exercise or vesting of such
                Award;

            


    

     

    
      
        
        

      

      
        18

        
          

        

      

      
        
        

      

    

     

    
      	 	 	
              iii.

            	
              permit
                the exchange of such Award for the right to participate in any stock
                option or other employee benefit plan of any successor
                corporation;

            


    

    


    
      	 	 	
              iv.

            	
              provide
                for the repurchase of the Award for an amount equal to the difference
                of
                (x) the consideration received per share for the securities underlying
                the
                Award in the Change in Control minus (y) the per share exercise price
                of
                such securities. Such amount shall be payable in cash or the property
                payable in respect of such securities in connection with the Change
                in
                Control. The value of any such property shall be determined by the
                Committee in its discretion; or

            


    

    


    
      	 	 	
              v.

            	
              provide
                for the termination of such Award immediately prior to the consummation
                of
                the Change in Control; provided that no such termination will be
                effective
                if the Change in Control is not
                consummated.

            


    

    


    
      	
            	g.	
              DISSOLUTION
                OR LIQUIDATION. In the event of the proposed dissolution or liquidation
                of
                the Company, the Committee shall notify each Participant as soon
                as
                practicable prior to the effective date of such proposed transaction.
                The
                Committee in its sole discretion may provide for a Participant to
                have the
                right to exercise his or her Award until fifteen (15) days prior
                to such
                transaction as to all of the shares of Common Stock covered by the
                Option
                or Award, including shares as to which the Option or Award would
                not
                otherwise be exercisable, which exercise may in the sole discretion
                of the
                Committee, be made subject to and conditioned upon the consummation
                of
                such proposed transaction. To the extent it has not been previously
                exercised, an Award will terminate upon the consummation of such
                proposed
                action.

            


    

    


    
      	
            	h.	
              ASSUMPTION
                OF AWARDS UPON CERTAIN EVENTS. In connection with a merger or
                consolidation of an entity with the Company or the acquisition by
                the
                Company of property or stock of an entity, the Committee may grant
                Awards
                under the Plan in substitution for stock and stock-based awards issued
                by
                such entity or an affiliate thereof. The substitute Awards shall
                be
                granted on such terms and conditions as the Committee considers
                appropriate in the circumstances.

            


    

    


    
      
        	
              	i.	
                PARACHUTE
                  PAYMENTS AND PARACHUTE AWARDS. Notwithstanding the provisions of
                  Section
                  13f, but subject to any contrary provisions in a Participant's
                  employment
                  agreement with the Company or any Parent or Subsidiary thereof,
                  if, in
                  connection with a Change in Control, a tax under Section 4999 of
                  the Code
                  would be imposed on the Participant (after taking into account
                  the
                  exceptions set forth in Sections 280G(b)(4) and 280G(b)(5) of the
                  Code),
                  then the Company shall pay the Participant an amount equal to the
                  tax
                  under Section 4999.

              


      

    

     

    
      
        
        

      

      
        19

        
          

        

      

      
        
        

      

    

     

    
      	
            	j.	
              AMENDMENT
                OF AWARDS. The Committee may amend, modify or terminate any outstanding
                Award including, but not limited to, substituting therefor another
                Award
                of the same or a different type, changing the date of exercise or
                realization, and converting an Incentive Stock Option to a Nonstatutory
                Stock Option, provided that the Participant's consent to such action
                shall
                be required unless the Committee determines that the action, taking
                into
                account any related action, would not materially and adversely affect
                the
                Participant.

            


    

    


    
      	
            	k.	
              CONDITIONS
                ON DELIVERY OF STOCK. The Company will not be obligated to deliver
                any
                shares of Common Stock pursuant to the Plan or to remove restrictions
                from
                shares previously delivered under the Plan until (i) all conditions
                of the
                Award have been met or removed to the satisfaction of the Company,
                (ii) in
                the opinion of the Company's counsel, all other legal matters in
                connection with the issuance and delivery of such shares have been
                satisfied including any applicable securities laws and any applicable
                stock exchange or stock market rules and regulations, and (iii) the
                Participant has executed and delivered to the Company such representations
                or agreements as the Company may consider appropriate to satisfy
                the
                requirements of any applicable laws, rules or regulations. Notwithstanding
                any provision of the Plan to the contrary, in no event may an Option
                or
                Stock Appreciation Right be settled in a form other than
                cash.

            


    

    


    
      	
            	l.	
              ACCELERATION.
                The Committee may at any time provide that any Options shall become
                immediately exercisable in full or in part, that any Restricted
                Compensation Share Awards shall be free of some or all restrictions,
                or
                that any other stock-based Awards may become exercisable in full
                or in
                part or free of some or all restrictions or conditions, or otherwise
                realizable in full or in part, as the case may be, despite the fact
                that
                the foregoing actions may (i) cause the application of Sections 280G
                and
                4999 of the Code if a change in control of the Company occurs, or
                (ii)
                disqualify all or part of the Option as an Incentive Stock
                Option.

            


    

    


    
      	
            	m.	
              SARBANES-OXLEY
                ACT COMPLIANCE. Notwithstanding any provision of the Plan to the
                contrary,
                the Committee, in accordance with any applicable rules or regulations
                promulgated by the Securities and Exchange Commission (the "SEC")
                and/or
                the United States Department of Labor, shall (i) notify in a timely
                manner
                each Participant who is a Reporting Person of any transaction occurring
                under the Plan that requires reporting by the Reporting Person on
                SEC Form
                4 or 5 as applicable, each as revised pursuant to changes to Exchange
                Act
                Rule 16a-3, 16a-6 or 16a-8, as applicable, made by Sarbanes-Oxley
                Act of
                2002, P.L. No. 107-204 (the "Act"); (ii) otherwise comply with all
                notice,
                disclosure and reporting requirements applicable to the Program pursuant
                to such Act; and (iii) prohibit the making or guaranteeing of loans
                under
                Section 8c of this Program to the extent necessary to comply with
                Section
                402 of the Act.

            


    

     

    
      
        
        

      

      
        20

        
          

        

      

      
        
        

      

    

     

    14. TAXES/CODE
      409A. The Company shall have the right to deduct from payments of any kind
      otherwise due to the optionee or recipient of an Award any federal, state or
      local taxes of any kind required by law to be withheld with respect to any
      shares issued upon exercise of Options or other Awards under the Plan, the
      purchase of shares subject to the Award or the grant of Common Stock free and
      clear of any restrictions thereon. Notwithstanding anything herein to the
      contrary, to the extent a delay in payment or other modification to this Plan
      or
      an Agreement is required as determined in the opinion of Company's tax advisors
      to prevent the imposition of an additional tax to the recipient under Section
      409A of the Code, then such payment shall not be made until the first date
      on
      which such payment is permitted or other modifications shall be made to comply
      with Section 409A and interpretive guidance issued thereunder.

    


    15. MISCELLANEOUS.

    


    
      	
            	a.	
              NO
                RIGHT TO EMPLOYMENT OR OTHER STATUS. No person shall have any claim
                or
                right to be granted an Award, and the grant of an Award shall not
                be
                construed as giving a Participant the right to continued employment
                or any
                other relationship with the Company. The Company expressly reserves
                the
                right at any time to dismiss or otherwise terminate its relationship
                with
                a Participant free from any liability or claim under the
                Plan.

            


    

    


    
      	
            	b.	
              NO
                RIGHTS AS STOCKHOLDER. Subject to the provisions of the applicable
                Award,
                no Participant or Designated Beneficiary shall have any rights as
                a
                stockholder with respect to any shares of Common Stock to be distributed
                with respect to an Award until becoming the record holder
                thereof.

            


    

    


    
      	
            	c.	
              EFFECTIVE
                DATE AND TERM OF PLAN. The Plan shall become effective on the later
                of the
                date on which it is adopted by the Committee or the date on which
                it is
                approved by the Company's stockholders (the "Effective Date). No
                Awards
                shall be granted under the Plan after the completion of ten years
                from the
                Effective Date, but Awards previously granted may extend beyond that
                date.
                Notwithstanding any provision of this Plan to the contrary, if the
                Company
                has executed a definitive acquisition or similar agreement pursuant
                to
                which a Change in Control will occur upon the closing of the
                transaction(s) contemplated thereby, the Committee, in its sole
                discretion, may treat the execution of such agreement itself as triggering
                a Change in Control.

            


    

     

    
      
        
        

      

      
        21

        
          

        

      

      
        
        

      

    

     

    
      	
            	d.	
              AMENDMENT
                OF PLAN. The Committee may amend, suspend or terminate the Plan or
                any
                portion thereof at any time; provided, however, that no amendment
                shall be
                made without stockholder approval if such approval is necessary to
                comply
                with any applicable law, rules or
                regulations.

            


    

    


    
      	
            	e.	
              NO
                TRUST FUND OR ERISA PLAN CREATED. Neither the Plan nor any Award
                granted
                thereunder shall create or be construed as creating a trust or separate
                fund of any kind or a fiduciary relationship between the Company
                and a
                Participant, Designated Beneficiary or any other person. To the extent
                that any Participant, Designated Beneficiary or any other person
                acquires
                any Award under the Plan, his or her rights with respect thereto
                shall be
                not greater than the rights of any unsecured general creditor of
                the
                Company. The Plan is not intended to constitute any type of plan,
                fund or
                program providing retirement income or resulting in the deferral
                of income
                for periods extending to the termination of employment of beyond,
                and
                ERISA shall not apply to the Plan. No provision of this Plan shall
                be
                construed as subjecting any portion of the Plan to any requirements
                of
                ERISA.

            


    

    


    
      	
            	f.	
              ARBITRATION
                OF DISPUTES. All controversies or claims that may arise between the
                Participant and the Company in connection with this Plan shall be
                settled
                by arbitration. The arbitration shall be held in the State of Illinois,
                and administered by the American Arbitration Association under its
                Commercial Arbitration Rules, applying Illinois law, except to the
                extent
                such law is preempted by ERISA.

            


    

    


    
      	 	 	
              i.

            	
              QUALIFICATIONS
                OF ARBITRATOR. The arbitration shall be submitted to a single arbitrator
                chosen in the manner provided under the rules of the American Arbitration
                Association. The arbitrator shall be disinterested and shall not
                have any
                significant business relationship with either party, and shall not
                have
                served as an arbitrator for any disputes involving the Company or
                any of
                its Affiliates more than twice in the thirty-six (36) month period
                immediately preceding his or her date of appointment. The arbitrator
                shall
                be a person who is experienced and knowledgeable in employment and
                executive compensation law and shall be an attorney duly licensed
                to
                practice law in one or more states.

            


    

     

    
      
        
        

      

      
        22

        
          

        

      

      
        
        

      

    

     

    
      	 	 	
              ii.

            	
              POWERS
                OF ARBITRATOR. The arbitrator shall not have the authority to grant
                any
                remedy which contravenes or changes any term of this Plan and shall
                not
                have the authority to award punitive or exemplary or damages under
                any
                circumstances. The parties shall equally share the expense of the
                arbitrator selected and of any stenographer present at the arbitration.
                The remaining costs of the arbitration proceedings shall be allocated
                by
                the arbitrator, except that the arbitrator shall not have the power
                to
                award attorney's fees.

            


    

    


    
      	 	 	
              iii.

            	
              EFFECT
                OF ARBITRATOR'S DECISION. The arbitrator shall render its decision
                within
                thirty (30) days after termination of the arbitration proceeding,
                which
                decision shall be in writing, stating the reasons therefor and including
                a
                brief description of each element of any damages awarded. The decision
                of
                the arbitrator shall be final and binding. Judgment on the award
                rendered
                by the arbitrator may be entered in any court having jurisdiction
                thereof.

            


    

    


    
      	
            	g.	
              GOVERNING
                LAW. The provisions of the Plan and all Awards made hereunder shall
                be
                governed by and interpreted in accordance with the laws of the state
                of
                Delaware, without regard to any applicable conflicts of
                law.

            


    

    


    
      	
            	h.	
              DESIGNATION
                OF BENEFICIARY. A Participant may file with the Committee a written
                designation of one or more persons as such Participant's Designated
                Beneficiary or Designated Beneficiaries. Each beneficiary designation
                shall become effective only when filed in writing with the Committee
                during the Participant's lifetime on a form prescribed by the Committee.
                The spouse of a married Participant domiciled in a community property
                jurisdiction shall join in any designation of a beneficiary other
                than
                such spouse. The filing with the Committee of a new beneficiary
                designation shall cancel all previously filed beneficiary designations.
                If
                a Participant fails to designate a beneficiary, or if all designated
                beneficiaries of a Participant predecease the Participant, then each
                outstanding award shall be payable to the Participant's
                estate.

            


    

     

    
      
        
        

      

      
        23

        
          

        

      

      
        
        

      

    

     

    APPROVALS

    JUHL
      WIND, INC.

    2008
      INCENTIVE COMPENSATION PLAN

    


    


    


    NUMBER
      OF SHARES OF COMMON STOCK AVAILABLE

    FOR
      AWARD UNDER THE PLAN:

    


    


    


    2,897,111

    


    


    


    Ratified
      by the Board of Directors effective

    June
      24,
      2008

     

     

    
      
        
        

      

      
        24