SOLAR
      ENERTECH CORP.

    AMENDED
      AND RESTATED

    2007
      EQUITY INCENTIVE PLAN

     

    1.  Establishment,
      Purpose and Term of Plan.

     

    1.1  Establishment.
      The
      Solar EnerTech Corp. 2007 Equity Incentive Plan (the “Plan”)
      was
      originally established effective as of September 24, 2007 (the “Effective Date”).
      Effective as of the Plan’s approval by the stockholders of the Company and the
      reincorporation of Solar EnerTech Corp. from Nevada to Delaware, the Plan is
      amended and restated as set forth below.

     

    1.2  Purpose.
      The
      purpose of the Plan is to advance the interests of the Participating Company
      Group and its stockholders by providing an incentive to attract, retain and
      reward persons performing services for the Participating Company Group and
      by
      motivating such persons to contribute to the growth and profitability of the
      Participating Company Group. The Company intends that Awards granted pursuant
      to
      the Plan be exempt from or comply with Section 409A of the Code (including
      any amendments or replacements of such section), and the Plan shall be so
      construed.

     

    1.3  Term
      of Plan.
      The
      Plan shall continue in effect until its termination by the Committee; provided,
      however, that, to the extent required by applicable law, all Awards shall be
      granted, if at all, within ten (10) years from the Plan’s Effective
      Date.

     

    2.  Definitions
      and Construction.

     

    2.1  Definitions.
      Whenever used herein, the following terms shall have their respective meanings
      set forth below:

     

    (a)  “Affiliate”
means
      (i) an entity, other than a Parent Corporation, that directly, or
      indirectly through one or more intermediary entities, controls the Company
      or
      (ii) an entity, other than a Subsidiary Corporation, that is controlled by
      the Company directly or indirectly through one or more intermediary entities.
      For this purpose, the term “control”
      (including the term “controlled
      by”)
      means
      the possession, direct or indirect, of the power to direct or cause the
      direction of the management and policies of the relevant entity, whether through
      the ownership of voting securities, by contract or otherwise; or shall have
      such
      other meaning assigned such term for the purposes of registration on
      Form S-8 under the Securities Act.

     

    (b)  “Award”
means
      any Option,
      Restricted Stock Purchase Right, Restricted Stock Bonus or Restricted
      Stock Unit Award granted under the Plan.

     

    (c)  “Award
      Agreement”
means
      a
      written or electronic agreement between the Company and a Participant setting
      forth the terms, conditions and restrictions of the Award granted to the
      Participant.

     

    (d)  “Board”
means
      the Board of Directors of the Company.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (e)  “Cause”
means,
      unless such term or an equivalent term is otherwise defined with respect to
      an
      Award by the Participant’s Award Agreement or by a written contract of
      employment or service, any of the following: (i) the Participant’s theft,
      dishonesty, willful misconduct, breach of fiduciary duty for personal profit,
      or
      falsification of any Participating Company documents or records; (ii) the
      Participant’s material failure to abide by a Participating Company’s code of
      conduct or other policies (including, without limitation, policies relating
      to
      confidentiality and reasonable workplace conduct); (iii) the Participant’s
      unauthorized use, misappropriation, destruction or diversion of any tangible
      or
      intangible asset or corporate opportunity of a Participating Company (including,
      without limitation, the Participant’s improper use or disclosure of a
      Participating Company’s confidential or proprietary information); (iv) any
      intentional act by the Participant which has a material detrimental effect
      on a
      Participating Company’s reputation or business; (v) the Participant’s
      repeated failure or inability to perform any reasonable assigned duties after
      written notice from a Participating Company of, and a reasonable opportunity
      to
      cure, such failure or inability; (vi) any material breach by the
      Participant of any employment, service, non-disclosure, non-competition,
      non-solicitation or other similar agreement between the Participant and a
      Participating Company, which breach is not cured pursuant to the terms of such
      agreement; or (vii) the Participant’s conviction (including any plea of
      guilty or nolo
      contendere)
      of any
      criminal act involving fraud, dishonesty, misappropriation or moral turpitude,
      or which impairs the Participant’s ability to perform his or her duties with a
      Participating Company.

     

    (f)  “Change
      in Control”
means,
      unless such term or an equivalent term is otherwise defined with respect to
      an
      Award by the Participant’s Award Agreement or written contract of employment or
      service, the occurrence of any of the following:

     

    (i)  any
      “person” (as such term is used in Sections 13(d) and 14(d) of the Exchange
      Act) becomes the “beneficial owner” (as defined in Rule 13d-3 promulgated
      under the Exchange Act), directly or indirectly, of securities of the Company
      representing more than fifty percent (50%) of the total combined voting power
      of
      the Company’s then-outstanding securities entitled to vote generally in the
      election of Directors; provided, however, that the following acquisitions shall
      not constitute a Change in Control: (1) an acquisition by any such person
      who on the Effective Date is the beneficial owner of more than fifty percent
      (50%) of such voting power, (2) any acquisition directly from the Company,
      including, without limitation, a public offering of securities, (3) any
      acquisition by the Company, (4) any acquisition by a trustee or other
      fiduciary under an employee benefit plan of a Participating Company or
      (5) any acquisition by an entity owned directly or indirectly by the
      stockholders of the Company in substantially the same proportions as their
      ownership of the voting securities of the Company; or

     

    (ii)  an
      Ownership Change Event or series of related Ownership Change Events
      (collectively, a “Transaction”)
      in
      which the stockholders of the Company immediately before the Transaction do
      not
      retain immediately after the Transaction direct or indirect beneficial ownership
      of more than fifty percent (50%) of the total combined voting power of the
      outstanding securities entitled to vote generally in the election of Directors
      or, in the case of an Ownership Change Event described in
      Section 2.1(z)(iii),
      the entity to which the assets of the Company were transferred (the
“Transferee”),
      as
      the case may be; or

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (iii)  the
      liquidation or dissolution of the Company.

     

    provided,
      however, that a Change in Control shall be deemed not to include a transaction
      described in subsections (i) or (ii) of this Section 2.1(f)
      in which
      a majority of the members of the board of directors of the continuing, surviving
      or successor entity, or parent thereof, immediately after such transaction
      is
      comprised of Incumbent Directors. Notwithstanding the foregoing, to the extent
      that any amount constituting Section 409A Deferred Compensation would become
      payable under this Plan by reason of a Change in Control, such amount shall
      become payable only if the event constituting a Change in Control would also
      constitute a change in ownership or effective control of the Company or a change
      in the ownership of a substantial portion of the assets of the Company within
      the meaning of Section 409A.

     

    For
      purposes of the preceding sentence, indirect beneficial ownership shall include,
      without limitation, an interest resulting from ownership of the voting
      securities of one or more corporations or other business entities which own
      the
      Company or the Transferee, as the case may be, either directly or through one
      or
      more subsidiary corporations or other business entities. The Committee shall
      have the right to determine whether multiple sales or exchanges of the voting
      securities of the Company or multiple Ownership Change Events are related,
      and
      its determination shall be final, binding and conclusive.

     

    (g)  “Code”
means
      the Internal Revenue Code of 1986, as amended, and any applicable regulations
      promulgated thereunder.

     

    (h)  “Committee”
means
      the Compensation Committee and such other committee or subcommittee of the
      Board, if any, duly appointed to administer the Plan and having such powers
      in
      each instance as shall be specified by the Board. If, at any time, there is
      no
      committee of the Board then authorized or properly constituted to administer
      the
      Plan, the Board shall exercise all of the powers of the Committee granted
      herein, and, in any event, the Board may in its discretion exercise any or
      all
      of such powers. Notwithstanding the foregoing, if the Company is a “publicly
      held corporation” within the meaning of Section 162(m), with respect to the
      grant of Options to a Covered Employee, the Committee shall consist solely
      of
“outside directors” as required pursuant to Section 162(m).

     

    (i)  “Company”
means
      Solar Enertech Corp., a Nevada corporation, or any successor corporation
      thereto.

     

    (j)  “Consultant”
means
      a
      person engaged to provide consulting or advisory services (other than as an
      Employee or a Director) to a Participating Company.

     

    (k)  “Covered
      Employee”
means,
      at any time the Plan is subject to Section 162(m), any Employee who is, or
      may
      become, a “covered employee” as defined in Section 162(m).

     

    (l)  “Director”
means
      a
      member of the Board.

     

    (m)  “Disability”
means
      the inability of the Participant, in the opinion of a qualified physician
      acceptable to the Company, to perform the major duties of the Participant’s
      position with the Participating Company Group because of the sickness or injury
      of the Participant.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (n)  “Dividend
      Equivalent Right”
means
      the right of a Participant, granted at the discretion of the Committee or as
      otherwise provided by the Plan, to receive a credit for the account of such
      Participant in an amount equal to the cash dividends paid on one share of Stock
      for each share of Stock represented by an Award held by such
      Participant.

     

    (o)  “Employee”
means
      any person treated as an employee (including an Officer or a Director who is
      also treated as an employee) in the records of a Participating Company, and,
      with respect to any Incentive Stock Option granted to such person, who is an
      employee for purposes of Section 422 of the Code; provided, however, that
      neither service as a member of the Board nor payment of a director’s fee shall
      be sufficient to constitute employment for purposes of the Plan. The Company
      shall determine in good faith and in the exercise of its discretion whether
      an
      individual has become or has ceased to be an Employee and the effective date
      of
      such individual’s employment or termination of employment, as the case may be.
For
      purposes of an individual’s rights, if any, under the terms of the Plan as of
      the time of the Company’s determination of whether or not the individual is an
      Employee, all such determinations by the Company shall be final, binding and
      conclusive as to such rights, if any, notwithstanding that the Company or any
      court of law or governmental agency subsequently makes a contrary determination
      as to such individual’s status as an Employee.

     

    (p)  “Exchange Act”
means
      the Securities Exchange Act of 1934, as amended.

     

    (q)  “Fair Market Value”
means,
      as of any date, the value of a share of Stock or other property as determined
      by
      the Committee, in its discretion, or by the Company, in its discretion, if
      such
      determination is expressly allocated to the Company herein, subject to the
      following:

     

    (i)  If,
      on
      such date, the Stock is listed on a national or regional securities exchange
      or
      market system, or is quoted on the Over the Counter Bulletin Board (OTCBB),
      the
      Fair Market Value of a share of Stock shall be the closing price of a share
      of
      Stock (or the mean of the closing bid and asked prices of a share of Stock
      if
      the Stock is so quoted instead) as quoted on such national, regional securities
      exchange, market system or OTCBB constituting the primary market for the Stock,
      as reported in The
      Wall Street Journal,
      the
      OTCBB or such other source as the Company deems reliable. If the relevant date
      does not fall on a day on which the Stock has traded over the counter or on
      such
      securities exchange or market system, the date on which the Fair Market Value
      shall be established shall be the last day on which the Stock was so traded
      prior to the relevant date, or such other appropriate day as shall be determined
      by the Committee, in its discretion.

     

    (ii)  If,
      on
      such date, the Stock is not listed on a national or regional securities
      exchange, market system or OTCBB, the Fair Market Value of a share of Stock
      shall be as determined by the Committee in good faith without regard to any
      restriction other than a restriction which, by its terms, will never lapse,
      and
      subject to the applicable requirements, if any, of Section 409A of the
      Code.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (r)  “Incentive
      Stock Option” means
      an
      Option intended to be (as set forth in the Award Agreement) and which qualifies
      as an incentive stock option within the meaning of Section 422(b) of the
      Code.

     

    (s)  “Incumbent
      Director”
means
      a
      director who either (i) is a member of the Board as of the Effective Date
      or (ii) is elected, or nominated for election, to the Board with the
      affirmative votes of at least a majority of the Incumbent Directors at the
      time
      of such election or nomination, but who was not elected or nominated in
      connection with an actual or threatened proxy contest relating to the election
      of directors of the Company.

     

    (t)  “Insider”
means
      an Officer, a Director of the Company or other person whose transactions in
      Stock are subject to Section 16 of the Exchange Act.

     

    (u)  “Insider
      Trading Policy”
means
      the written policy of the Company pertaining to the purchase, sale, transfer
      or
      other disposition of the Company’s equity securities by Directors, Officers,
      Employees or other service providers who may possess material, nonpublic
      information regarding the Company or its securities.

     

    (v)  “Net-Exercise”
means
      a
      procedure by which the Participant will be issued a number of whole shares
      of
      Stock upon the exercise of an Option determined in accordance with the following
      formula:

     

    N
      =
      X(A-B)/A, where 

    


    “N”
=
      the
      number of shares of Stock to be issued to the Participant upon exercise of
      the
      Option;

    


    “X”
=
      the
      total number of shares with respect to which the Participant has elected to
      exercise the Option;

    


    “A”
=
      the
      Fair Market Value of one (1) share of Stock determined on the exercise date;
      and

    


    “B”
=
      the
      exercise price per share (as defined in the Participant’s Award
      Agreement)

    


    (w)  “Nonstatutory Stock Option”
means
      an Option not intended to be (as set forth in the Award Agreement) or which
      does
      not qualify as an incentive stock option within the meaning of
      Section 422(b) of the Code.

     

    (x)  “Officer”
means
      any person designated by the Board as an officer of the Company.

     

    (y)  “Option”
means
      a
      right granted under Section 6 to purchase Stock pursuant to the terms and
      conditions of the Plan. All Options shall be Nonstatutory Stock
      Options.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (z)  “Ownership
      Change Event”
means
      the occurrence of any of the following with respect to the Company: (i) the
      direct or indirect sale or exchange in a single or series of related
      transactions by the stockholders of the Company of more than fifty percent
      (50%)
      of the voting stock of the Company; (ii) a merger or consolidation in which
      the Company is a party; or (iii) the sale, exchange, or transfer of all or
      substantially all of the assets of the Company (other than a sale, exchange
      or
      transfer to one or more subsidiaries of the Company).

     

    (aa)  “Parent Corporation”
means
      any present or future “parent corporation”
      of the Company, as defined in Section 424(e) of the Code.

     

    (bb)  “Participant”
means
      any eligible person who has been granted one or more Awards.

     

    (cc)  “Participating
      Company”
means
      the Company or any Parent Corporation, Subsidiary Corporation or
      Affiliate.

     

    (dd)  “Participating Company Group”
means,
      at any point in time, all entities collectively which are then Participating
      Companies.

     

    (ee)  “Restricted
      Stock Award”
means
      an Award of a Restricted Stock Bonus or a Restricted Stock Purchase
      Right.

     

    (ff)  “Restricted
      Stock Bonus”
means
      Stock granted to a Participant pursuant to Section 7.

     

    (gg)  “Restricted
      Stock Purchase Right”
means
      a
      right to purchase Stock granted to a Participant pursuant to
      Section 7.

     

    (hh)  “Restricted Stock Unit”
means
      a
      right granted to a Participant pursuant to Section 8
      to
      receive a share of Stock on a date determined in accordance with the provisions
      of such Section and the Participant’s Award Agreement.

     

    (ii)  “Rule 16b-3”
means
      Rule 16b-3 under the Exchange Act, as amended from time to time, or any
      successor rule or regulation.

     

    (jj)  “Section
      162(m)”
means
      Section 162(m) of the Code.

     

    (kk)  “Section 409A”
means
      Section 409A of the Code.

     

    (ll)  “Section
      409A Deferred Compensation”
means
      compensation provided pursuant to the Plan that constitutes deferred
      compensation subject to and not exempted from the requirements of Section
      409A.

     

    (mm)  “Securities Act”
means
      the Securities Act of 1933, as amended.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (nn)  “Service”
means
      a
      Participant’s employment or service with the Participating Company Group,
      whether in the capacity of an Employee, a Director or a Consultant. A
      Participant’s Service shall not be deemed to have terminated merely because of a
      change in the capacity in which the Participant renders Service to the
      Participating Company Group or a change in the Participating Company for which
      the Participant renders such Service, provided that there is no interruption
      or
      termination of the Participant’s Service. Furthermore, a Participant’s Service
      shall not be deemed to have terminated if the Participant takes any military
      leave, sick leave, or other bona fide leave of absence approved by the Company.
      However, if any such leave taken by a Participant exceeds ninety (90) days,
      then
      on the ninety-first (91st) day following the commencement of such leave the
      Participant’s Service shall be deemed to have terminated, unless the
      Participant’s right to return to Service is guaranteed by statute or contract.
      Notwithstanding the foregoing, unless otherwise designated by the Company or
      required by law, a leave of absence shall not be treated as Service for purposes
      of determining vesting under the Participant’s Award Agreement. A Participant’s
      Service shall be deemed to have terminated either upon an actual termination
      of
      Service or upon the corporation for which the Participant performs Service
      ceasing to be a Participating Company. Subject to the foregoing, the Company,
      in
      its discretion, shall determine whether the Participant’s Service has terminated
      and the effective date of and reason for such termination.

     

    (oo)  “Stock”
means
      the common stock of the Company, as adjusted from time to time in accordance
      with Section 4.3.

     

    (pp)  “Subsidiary Corporation”
means
      any present or future “subsidiary corporation” of the Company, as defined in
      Section 424(f) of the Code.

     

    (qq)  “Ten
      Percent Owner”
means
      a
      Participant who, at the time an Option is granted to the Participant, owns
      stock
      possessing more than ten percent (10%) of the total combined voting power of
      all
      classes of stock of a Participating Company (other than an Affiliate) within
      the
      meaning of Section 422(b)(6) of the Code.

     

    (rr)  “Vesting
      Conditions”
mean
      those conditions established in accordance with the Plan prior to the
      satisfaction of which shares subject to an Award remain subject to forfeiture
      or
      a repurchase option in favor of the Company exercisable for the Participant’s
      monetary purchase price, if any, for such shares upon the Participant’s
      termination of Service.

     

    2.2  Construction.
      Captions and titles contained herein are for convenience only and shall not
      affect the meaning or interpretation of any provision of the Plan. Except when
      otherwise indicated by the context, the singular shall include the plural and
      the plural shall include the singular. Use of the term “or” is not intended to
      be exclusive, unless the context clearly requires otherwise.

     

    3.  Administration.

     

    3.1  Administration
      by the Committee.
      The
      Plan shall be administered by the Committee. All questions of interpretation
      of
      the Plan, of any Award Agreement or of any other form of agreement or other
      document employed by the Company in the administration of the Plan or of any
      Award shall be determined by the Committee, and such determinations shall be
      final, binding and conclusive upon all persons having an interest in the Plan
      or
      such Award, unless fraudulent or made in bad faith. Any and all actions,
      decisions and determinations taken or made by the Committee in the exercise
      of
      its discretion pursuant to the Plan or Award Agreement or other agreement
      thereunder (other than determining questions of interpretation pursuant to
      the
      preceding sentence) shall be final, binding and conclusive upon all persons
      having an interest therein.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    3.2  Authority
      of Officers.
      Any
      Officer shall have the authority to act on behalf of the Company with respect
      to
      any matter, right, obligation, determination or election which is the
      responsibility of or which is allocated to the Company herein, provided the
      Officer has apparent authority with respect to such matter, right, obligation,
      determination or election.

     

    3.3  Administration
      with Respect to Insiders.
      With
      respect to participation by Insiders in the Plan, at any time that any class
      of
      equity security of the Company is registered pursuant to Section 12 of the
      Exchange Act, the Plan shall be administered in compliance with the
      requirements, if any, of Rule 16b-3.

     

    3.4  Powers
      of the Committee.
      In
      addition to any other powers set forth in the Plan and subject to the provisions
      of the Plan, the Committee shall have the full and final power and authority,
      in
      its discretion:

     

    (a)  to
      determine the persons to whom, and the time or times at which, Awards shall
      be
      granted and the number of shares of Stock to be subject to each
      Award;

     

    (b)  to
      determine the type of Award granted;

     

    (c)  to
      determine the Fair Market Value of shares of Stock or other
      property;

     

    (d)  to
      determine the terms, conditions and restrictions applicable to each Award (which
      need not be identical) and any shares acquired pursuant thereto, including,
      without limitation, (i) the exercise or purchase price of shares pursuant
      to any Award, (ii) the method of payment for shares purchased pursuant to
      any Award, (iii) the method for satisfaction of any tax withholding
      obligation arising in connection with Award, including by the withholding or
      delivery of shares of Stock, (iv) the timing, terms and conditions of the
      exercisability or vesting of any Award or any shares acquired pursuant thereto,
      (v)  the time of the expiration of any Award, (vi) the effect of the
      Participant’s termination of Service on any of the foregoing, and (vii) all
      other terms, conditions and restrictions applicable to any Award or shares
      acquired pursuant thereto not inconsistent with the terms of the
      Plan;

     

    (e)  to
      determine whether an Award will be settled in shares of Stock, cash, or in
      any
      combination thereof;

     

    (f)  to
      approve one or more forms of Award Agreement;

     

    (g)  to
      amend,
      modify, extend, cancel or renew any Award or to waive any restrictions or
      conditions applicable to any Award or any shares acquired upon the exercise
      thereof;

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (h)  to
      accelerate, continue, extend or defer the exercisability of any Award or the
      vesting of any shares acquired upon the exercise thereof, including with respect
      to the period following a Participant’s termination of Service;

     

    (i)  to
      prescribe, amend or rescind rules, guidelines and policies relating to the
      Plan,
      or to adopt sub-plans or supplements to, or alternative versions of, the Plan,
      including, without limitation, as the Committee deems necessary or desirable
      to
      comply with the laws or regulations of or to accommodate the tax policy,
      accounting principles or custom of, foreign jurisdictions whose citizens may
      be
      granted Awards; and

     

    (j)  to
      correct any defect, supply any omission or reconcile any inconsistency in the
      Plan or any Award Agreement and to make all other determinations and take such
      other actions with respect to the Plan or any Award as the Committee may deem
      advisable to the extent not inconsistent with the provisions of the Plan or
      applicable law.

     

    3.5  Indemnification.
      In
      addition to such other rights of indemnification as they may have as members
      of
      the Board or the Committee or as officers or employees of the Participating
      Company Group, members of the Board or the Committee and any officers or
      employees of the Participating Company Group to whom authority to act for the
      Board, the Committee or the Company is delegated shall be indemnified by the
      Company against all reasonable expenses, including attorneys’ fees, actually and
      necessarily incurred in connection with the defense of any action, suit or
      proceeding, or in connection with any appeal therein, to which they or any
      of
      them may be a party by reason of any action taken or failure to act under or
      in
      connection with the Plan, or any right granted hereunder, and against all
      amounts paid by them in settlement thereof (provided such settlement is approved
      by independent legal counsel selected by the Company) or paid by them in
      satisfaction of a judgment in any such action, suit or proceeding, except in
      relation to matters as to which it shall be adjudged in such action, suit or
      proceeding that such person is liable for gross negligence, bad faith or
      intentional misconduct in duties; provided, however, that within sixty (60)
      days
      after the institution of such action, suit or proceeding, such person shall
      offer to the Company, in writing, the opportunity at its own expense to handle
      and defend the same.

     

    4.  Shares
      Subject to Plan.

     

    4.1  Maximum
      Number of Shares Issuable.
      Subject
      to adjustment as provided in Sections 4.2
      and
4.3,
      the
      maximum aggregate number of shares of Stock that may be issued under the Plan
      shall be 15,000,000 which shall consist of authorized but unissued or reacquired
      shares of Stock or any combination thereof.

     

    4.2  Share
      Counting.
      If an
      outstanding Award for any reason expires or is terminated or canceled without
      having been exercised or settled in full, or if shares of Stock acquired
      pursuant to an Award subject to forfeiture or repurchase are forfeited or
      repurchased by the Company for an amount not greater than the Participant’s
      purchase price, the shares of Stock allocable to the terminated portion of
      such
      Award or such forfeited or repurchased shares of Stock shall again be available
      for issuance under the Plan. Shares of Stock shall not be deemed to have been
      issued pursuant to the Plan with respect to any portion of an Award that is
      settled in cash. If the exercise price of an Option is paid by tender to the
      Company, or attestation to the ownership, of shares of Stock owned by the
      Participant, or by means of a Net-Exercise, the number of shares available
      for
      issuance under the Plan shall be reduced by the gross number of shares for
      which
      the Option is exercised. Shares withheld or reacquired by the Company in
      satisfaction of tax withholding obligations pursuant to
      Section 11.2
      shall
      not again be available for issuance under the Plan.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    4.3  Adjustments
      for Changes in Capital Structure.
      Subject
      to any required action by the stockholders of the Company, in the event of
      any
      change in the Stock effected without receipt of consideration by the Company,
      whether through merger, consolidation, reorganization, reincorporation,
      recapitalization, reclassification, stock dividend, stock split, reverse stock
      split, split-up, split-off, spin-off, combination of shares, exchange of shares,
      or similar change in the capital structure of the Company, or in the event
      of
      payment of a dividend or distribution to the stockholders of the Company in
      a
      form other than Stock (excepting normal cash dividends) that has a material
      effect on the Fair Market Value of shares of Stock, appropriate and
      proportionate adjustments shall be made in the number and class of shares
      subject to the Plan and to any outstanding Awards, and in the exercise or
      purchase price per share of any outstanding Awards in order to prevent dilution
      or enlargement of Participants’ rights under the Plan. For purposes of the
      foregoing, conversion of any convertible securities of the Company shall not
      be
      treated as “effected without receipt of consideration by the Company.” If a
      majority of the shares which are of the same class as the shares that are
      subject to outstanding Awards are exchanged for, converted into, or otherwise
      become (whether or not pursuant to an Ownership Change Event) shares of another
      corporation (the “New
      Shares”),
      the
      Committee may unilaterally amend the outstanding Awards to provide that such
      Awards are for New Shares. In the event of any such amendment, the number of
      shares subject to, and the exercise or purchase price per share of, the
      outstanding Awards shall be adjusted in a fair and equitable manner as
      determined by the Committee, in its discretion. Any fractional share resulting
      from an adjustment pursuant to this Section shall be rounded down to the nearest
      whole number, and the exercise price per share shall be rounded up to the
      nearest whole cent. In no event may the exercise price of any Award be decreased
      to an amount less than the par value, if any, of the stock subject to the Award.
      The
      Committee in its sole discretion, may also make such adjustments in the terms
      of
      any Award to reflect, or related to, such changes in the capital structure
      of
      the Company or distributions as it deems appropriate. The adjustments determined
      by the Committee pursuant to this Section shall be final, binding and
      conclusive.

     

    5.  Eligibility
      and Option Limitations.

     

    5.1  Persons
      Eligible for Awards.
      Awards
      may be granted only to Employees, Consultants and Directors.

     

    5.2  Participation
      in Plan.
      Awards
      are granted solely at the discretion of the Committee. Eligible persons may
      be
      granted more than one Award. However, eligibility in accordance with this
      Section shall not entitle any person to be granted an Award, or, having been
      granted an Award, to be granted an additional Award.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    5.3  Incentive
      Stock Option Limitations.

     

    (a)  Maximum
      Number of Shares Issuable Pursuant to Incentive Stock
      Options.
      Subject
      to adjustment as provided in Section 4.3, the maximum aggregate number of
      shares of Stock that may be issued under the Plan pursuant to the exercise
      of
      Incentive Stock Options shall not exceed fifteen million (15,000,000) shares.
      The maximum aggregate number of shares of Stock that may be issued under the
      Plan pursuant to all Awards other than Incentive Stock Options shall be the
      number of shares determined in accordance with Section 4.1, subject to
      adjustment as provided in Sections 4.2, and 4.3.

     

    (b)  Persons
      Eligible.
      An
      Incentive Stock Option may be granted only to a person who, on the effective
      date of grant, is an Employee. Any person who is not an Employee on the
      effective date of the grant of an Option to such person may be granted only
      a
      Nonstatutory Stock Option. An Incentive Stock Option granted to a prospective
      Employee upon the condition that such person become an Employee shall be deemed
      granted effective on the date such person commences Service as an Employee,
      with
      an exercise price determined as of such date in accordance with
      Section 6.1.

     

    (c)  Fair
      Market Value Limitation.
      To the
      extent that options designated as Incentive Stock Options (granted under all
      stock option plans of the Participating Company Group, including the Plan)
      become exercisable by a Participant for the first time during any calendar
      year
      for stock having a Fair Market Value greater than One Hundred Thousand Dollars
      ($100,000), the portion of such options which exceeds such amount shall be
      treated as Nonstatutory Stock Options. For purposes of this Section, options
      designated as Incentive Stock Options shall be taken into account in the order
      in which they were granted, and the Fair Market Value of stock shall be
      determined as of the time the option with respect to such stock is granted.
      If
      the Code is amended to provide for a limitation different from that set forth
      in
      this Section, such different limitation shall be deemed incorporated herein
      effective as of the date and with respect to such Options as required or
      permitted by such amendment to the Code. If an Option is treated as an Incentive
      Stock Option in part and as a Nonstatutory Stock Option in part by reason of
      the
      limitation set forth in this Section, the Participant may designate which
      portion of such Option the Participant is exercising. In the absence of such
      designation, the Participant shall be deemed to have exercised the Incentive
      Stock Option portion of the Option first. Upon exercise, shares issued pursuant
      to each such portion shall be separately identified.

     

    5.4  Section 162(m)
      Option Limitation.
      Subject
      to adjustment as provided in Section 4.3, no Employee shall be granted
      within any fiscal year of the Company one or more Options which in the aggregate
      are for more than five million (5,000,000) shares.

     

    6.  Stock
      Options.

     

    Options
      shall be evidenced by Award Agreements specifying the number of shares of Stock
      covered thereby, in such form as the Committee shall from time to time
      establish. Award Agreements evidencing Options 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:

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    6.1  Exercise
      Price.
      The
      exercise price for each Option shall be established in the discretion of the
      Committee; provided, however, that (a) the exercise price per share for an
      Option shall be not less than one hundred percent (100%) of the Fair Market
      Value of a share of Stock on the effective date of grant of the Option, and
      (b)
      no Incentive Stock Option granted to a Ten Percent Owner shall have an exercise
      price per share less than one hundred ten percent (110%) of the Fair Market
      Value of a share of Stock on the date of grant of the Option. Notwithstanding
      the foregoing, an Option may be granted with an exercise price lower than the
      minimum exercise price set forth above if such Option is granted pursuant to
      an
      assumption or substitution for another option in a manner that would qualify
      under the applicable provisions of Sections 424(a) and 409A of the
      Code.

     

    6.2  Exercisability
      and Term of Options.
      Options
      shall be exercisable at such time or times, or upon such event or events, and
      subject to such terms, conditions, performance criteria and restrictions as
      shall be determined by the Committee and set forth in the Award Agreement
      evidencing such Option; provided, however, that (a) no Option shall be
      exercisable after the expiration of ten (10) years after the effective date
      of
      grant of such Option, and (b) no Incentive Stock Option granted to a Ten Percent
      Shareholder shall be exercisable after the expiration of five (5) years after
      the effective date of grant of such Option. Subject to the foregoing, unless
      otherwise specified by the Committee in the grant of an Option, any Option
      granted hereunder shall terminate ten (10) years after the effective date of
      grant of the Option, unless earlier terminated in accordance with its
      provisions.

     

    6.3  Payment
      of Exercise Price.

     

    (a)  Forms
      of Consideration Authorized.
      Except
      as otherwise provided below, payment of the exercise price for the number of
      shares of Stock being purchased pursuant to any Option shall be made (i) in
      cash or by check or cash equivalent, (ii) subject to
      Section 6.3(b)(i),
      by
      tender to the Company, or attestation to the ownership, of shares of Stock
      owned
      by the Participant having a Fair Market Value not less than the exercise price,
      (iii) subject to Section 6.3(b)(ii),
      by
      delivery of a properly executed notice of exercise together with irrevocable
      instructions to a broker providing for the assignment to the Company of the
      proceeds of a sale or loan with respect to some or all of the shares being
      acquired upon the exercise of the Option (including, without limitation, through
      an exercise complying with the provisions of Regulation T as promulgated from
      time to time by the Board of Governors of the Federal Reserve System) (a
“Cashless
      Exercise”),
      (iv) by delivery of a properly executed notice electing a Net-Exercise,
      (v) by such other consideration as may be approved by the Committee from
      time to time to the extent permitted by applicable law, or (vi) by any
      combination thereof. The Committee may at any time or from time to time grant
      Options which do not permit all of the foregoing forms of consideration to
      be
      used in payment of the exercise price or which otherwise restrict one or more
      forms of consideration.

     

    (b)  Limitations
      on Forms of Consideration.

     

    (i)  Tender
      of Stock.
      Notwithstanding the foregoing, an Option may not be exercised by tender to
      the
      Company, or attestation to the ownership, of shares of Stock to the extent
      such
      tender or attestation would constitute a violation of the provisions of any
      law,
      regulation or agreement restricting the redemption of the Company’s stock.
      Unless otherwise provided by the Committee, an Option may not be exercised
      by
      tender to the Company, or attestation to the ownership, of shares of Stock
      unless such shares either have been owned by the Participant for more than
      six
      (6) months (or such other period, if any, as the Committee may permit) and
      not
      used for another Option exercise by attestation during such period, or were
      not
      acquired, directly or indirectly, from the Company.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (ii)  Cashless
      Exercise.
      The
      Cashless Exercise program is available only if, at the time of exercise, the
      offer and sale of shares of Stock pursuant to the Plan is registered on a then
      effective registration statement on Form S-8 under the Securities Act. The
      Company reserves, at any and all times, the right, in the Company’s sole and
      absolute discretion, to establish, decline to approve or terminate any program
      or procedures for the exercise of Options by means of a Cashless Exercise,
      including with respect to one or more Participants specified by the Company
      notwithstanding that such program or procedures may be available to other
      Participants.

     

    6.4  Effect
      of Termination of Service.

     

    (a)  Option
      Exercisability.
      Subject
      to earlier termination of the Option as otherwise provided herein and unless
      otherwise provided by the Committee, an Option shall terminate immediately
      upon
      the Participant’s termination of Service to the extent that it is then unvested
      and shall be exercisable after the Participant’s termination of Service to the
      extent it is then vested only during the applicable time period determined
      in
      accordance with this Section and thereafter shall terminate:

     

    (i)  Disability.
      If the
      Participant’s Service terminates because of the Disability of the Participant,
      the Option, to the extent unexercised and exercisable for vested shares on
      the
      date on which the Participant’s Service terminated, may be exercised by the
      Participant (or the Participant’s guardian or legal representative) at any time
      prior to the expiration of twelve (12) months after the date on which the
      Participant’s Service terminated, but in any event no later than the date of
      expiration of the Option’s term as set forth in the Award Agreement evidencing
      such Option (the “Option
      Expiration Date”).

     

    (ii)  Death.
      If the
      Participant’s Service terminates because of the death of the Participant, then
      the Option, to the extent unexercised and exercisable for vested shares on
      the
date
      on
      which the Participant’s Service terminated,
      may be
      exercised by the Participant’s legal representative or other person who acquired
      the right to exercise the Option by reason of the Participant’s death at any
      time prior to the expiration of twelve (12) months after the date on which
      the
      Participant’s Service terminated, but in any event no later than the Option
      Expiration Date. The Participant’s Service shall be deemed to have terminated on
      account of death if the Participant dies within three (3) months after the
      Participant’s termination of Service.

     

    (iii)  Termination
      for Cause.
      Notwithstanding any other provision of the Plan to the contrary, if the
      Participant’s Service is terminated for Cause or if, following the Participant’s
      termination of Service and during any period in which the Option otherwise
      would
      remain exercisable, the Participant engages in any act that would constitute
      Cause, the Option shall terminate in its entirety and cease to be exercisable
      immediately upon such termination of Service or act.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (iv)  Other
      Termination of Service.
      If the
      Participant’s Service terminates for any reason, except Disability, death or
      Cause, the Option, to the extent unexercised and exercisable for vested shares
      on the date on which the Participant’s Service terminated, may be exercised by
      the Participant at any time prior to the expiration of three (3) months after
      the date on which the Participant’s Service terminated, but in any event no
      later than the Option Expiration Date.

     

    (b)  Extension
      if Exercise Prevented by Law.
      Notwithstanding the foregoing, if the exercise of an Option within the
      applicable time periods set forth in Section 6.4(a)
      is
      prevented by the provisions of Section 12 below, the Option shall remain
      exercisable until thirty (30) days after the date such exercise first would
      no
      longer be prevented by such provisions, but in any event no later than the
      Option Expiration Date.

     

    6.5  Transferability
      of Options.
      During
      the lifetime of the Participant, an Option shall be exercisable only by the
      Participant or the Participant’s guardian or legal representative. An Option
      shall not be subject in any manner to anticipation, alienation, sale, exchange,
      transfer, assignment, pledge, encumbrance, or garnishment by creditors of the
      Participant or the Participant’s beneficiary, except transfer by will or by the
      laws of descent and distribution. Notwithstanding the foregoing, to the extent
      permitted by the Committee, in its discretion, and set forth in the Award
      Agreement evidencing such Option, a Nonstatutory Stock Option may be assignable
      or transferable subject to the applicable limitations, if any, described in
      the
      General Instructions to Form S-8 under the Securities Act.

     

    7.  Restricted
      Stock Awards.

     

    Restricted
      Stock Awards shall be evidenced by Award Agreements specifying whether the
      Award
      is a Restricted Stock Bonus or a Restricted Stock Purchase Right and the number
      of shares of Stock subject to the Award, in such form as the Committee shall
      from time to time establish. Award Agreements evidencing Restricted Stock Awards
      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:

     

    7.1  Types
      of Restricted Stock Awards Authorized.
      Restricted Stock Awards may be granted in the form of either a Restricted Stock
      Bonus or a Restricted Stock Purchase Right. Restricted Stock Awards may be
      granted upon such conditions as the Committee shall determine, including,
      without limitation, upon the attainment of one or more performance
      goals.

     

    7.2  Purchase
      Price.
      The
      purchase price for shares of Stock issuable under each Restricted Stock Purchase
      Right shall be established by the Committee in its discretion. No monetary
      payment (other than applicable tax withholding) shall be required as a condition
      of receiving shares of Stock pursuant to a Restricted Stock Bonus, the
      consideration for which shall be services actually rendered to a Participating
      Company or for its benefit. Notwithstanding the foregoing, if required by
      applicable state corporate law, the Participant shall furnish consideration
      in
      the form of cash or past services rendered to a Participating Company or for
      its
      benefit having a value not less than the par value of the shares of Stock
      subject to a Restricted Stock Award.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    7.3  Purchase
      Period.
      A
      Restricted Stock Purchase Right shall be exercisable within a period established
      by the Committee, which shall in no event exceed thirty (30) days from the
      effective date of the grant of the Restricted Stock Purchase Right.

     

    7.4  Payment
      of Purchase Price. Except
      as
      otherwise provided below, payment of the purchase price for the number of shares
      of Stock being purchased pursuant to any Restricted Stock Purchase Right shall
      be made (a) in cash or by check or cash equivalent, (b) by such other
      consideration as may be approved by the Committee from time to time to the
      extent permitted by applicable law, or (c) by any combination
      thereof.

     

    7.5  Vesting
      and Restrictions on Transfer.
      Shares
      issued pursuant to any Restricted Stock Award may (but need not) be made subject
      to Vesting Conditions based upon the satisfaction of such Service requirements,
      conditions, restrictions or performance criteria as shall be established by
      the
      Committee and set forth in the Award Agreement evidencing such Award. During
      any
      period in which shares acquired pursuant to a Restricted Stock Award remain
      subject to Vesting Conditions, such shares may not be sold, exchanged,
      transferred, pledged, assigned or otherwise disposed of other than pursuant
      to
      an Ownership Change Event or as provided in Section 7.8.
      The
      Committee, in its discretion, may provide in any Award Agreement evidencing
      a
      Restricted Stock Award that, if the satisfaction of Vesting Conditions with
      respect to any shares subject to such Restricted Stock Award would otherwise
      occur on a day on which the sale of such shares would violate the provisions
      of
      the Insider Trading Policy, then satisfaction of the Vesting Conditions
      automatically shall be determined on the next trading day on which the sale
      of
      such shares would not violate the Insider Trading Policy. Upon request by the
      Company, each Participant shall execute any agreement evidencing such transfer
      restrictions prior to the receipt of shares of Stock hereunder and shall
      promptly present to the Company any and all certificates representing shares
      of
      Stock acquired hereunder for the placement on such certificates of appropriate
      legends evidencing any such transfer restrictions.

     

    7.6  Voting
      Rights; Dividends and Distributions.
      Except
      as provided in this Section, Section 7.5
      and any
      Award Agreement, during any period in which shares acquired pursuant to a
      Restricted Stock Award remain subject to Vesting Conditions, the Participant
      shall have all of the rights of a stockholder of the Company holding shares
      of
      Stock, including the right to vote such shares and to receive all dividends
      and
      other distributions paid with respect to such shares. However, in the event
      of a
      dividend or distribution paid in shares of Stock or other property or any other
      adjustment made upon a change in the capital structure of the Company as
      described in Section 4.3,
      any and
      all new, substituted or additional securities or other property (other than
      normal cash dividends) to which the Participant is entitled by reason of the
      Participant’s Restricted Stock Award shall be immediately subject to the same
      Vesting Conditions as the shares subject to the Restricted Stock Award with
      respect to which such dividends or distributions were paid or adjustments were
      made.

     

    7.7  Effect
      of Termination of Service.
      Unless
      otherwise provided by the Committee in the Award Agreement evidencing a
      Restricted Stock Award, if a Participant’s Service terminates for any reason,
      whether voluntary or involuntary (including the Participant’s death or
      disability), then (a) the Company shall have the option to repurchase for
      the purchase price paid by the Participant any shares acquired by the
      Participant pursuant to a Restricted Stock Purchase Right which remain subject
      to Vesting Conditions as of the date of the Participant’s termination of Service
      and (b) the Participant shall forfeit to the Company any shares acquired by
      the Participant pursuant to a Restricted Stock Bonus which remain subject to
      Vesting Conditions as of the date of the Participant’s termination of Service.
      The Company shall have the right to assign at any time any repurchase right
      it
      may have, whether or not such right is then exercisable, to one or more persons
      as may be selected by the Company.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    7.8  Nontransferability
      of Restricted Stock Award Rights.
      Rights
      to acquire shares of Stock pursuant to a Restricted Stock Award shall not be
      subject in any manner to anticipation, alienation, sale, exchange, transfer,
      assignment, pledge, encumbrance or garnishment by creditors of the Participant
      or the Participant’s beneficiary, except transfer by will or the laws of descent
      and distribution. All
      rights with respect to a Restricted Stock Award granted to a Participant
      hereunder shall be exercisable during his or her lifetime only by such
      Participant or the Participant’s guardian or legal representative.

     

    8.  Restricted
      Stock Unit Awards.

     

    Restricted
      Stock Unit Awards shall be evidenced by Award Agreements specifying the number
      of Restricted Stock Units subject to the Award, in such form as the Committee
      shall from time to time establish. Award Agreements evidencing Restricted Stock
      Units 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:

     

    8.1  Grant
      of Restricted Stock Unit Awards.
      Restricted Stock Unit Awards may be granted upon such conditions as the
      Committee shall determine, including, without limitation, upon the attainment
      of
      one or more performance goals.

     

    8.2  Purchase
      Price.
      No
      monetary payment (other than applicable tax withholding, if any) shall be
      required as a condition of receiving a Restricted Stock Unit Award, the
      consideration for which shall be services actually rendered to a Participating
      Company or for its benefit. Notwithstanding the foregoing, if required by
      applicable state corporate law, the Participant shall furnish consideration
      in
      the form of cash or past services rendered to a Participating Company or for
      its
      benefit having a value not less than the par value of the shares of Stock issued
      upon settlement of the Restricted Stock Unit Award.

     

    8.3  Vesting.
      Restricted Stock Unit Awards may (but need not) be made subject to Vesting
      Conditions based upon the satisfaction of such Service requirements, conditions,
      restrictions or performance criteria as shall be established by the Committee
      and set forth in the Award Agreement evidencing such Award.
      The
      Committee, in its discretion, may provide in any Award Agreement evidencing
      a
      Restricted Stock Unit Award that, if the satisfaction of Vesting Conditions
      with
      respect to any shares subject to the Award would otherwise occur on a day on
      which the sale of such shares would violate the provisions of the Insider
      Trading Policy, then satisfaction of the Vesting Conditions automatically shall
      be determined on the first to occur of (a) the next trading day on which
      the sale of such shares would not violate the Insider Trading Policy or
      (b) the later of (i) the last day of the calendar year in which the
      original vesting date occurred or (ii) the last day of the Company’s
      taxable year in which the original vesting date occurred.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    8.4  Voting
      Rights, Dividend Equivalent Rights and Distributions.
      Participants shall have no voting rights with respect to shares of Stock
      represented by Restricted Stock Units until the date of the issuance of such
      shares (as evidenced by the appropriate entry on the books of the Company or
      of
      a duly authorized transfer agent of the Company). However, the Committee, in
      its
      discretion, may provide in the Award Agreement evidencing any Restricted Stock
      Unit Award that the Participant shall be entitled to Dividend Equivalent Rights
      with respect to the payment of cash dividends on Stock during the period
      beginning on the date such Award is granted and ending, with respect to each
      share subject to the Award, on the earlier of the date the Award is settled
      or
      the date on which it is terminated. Such Dividend Equivalent Rights, if any,
      shall be paid by crediting the Participant with additional whole Restricted
      Stock Units as of the date of payment of such cash dividends on Stock. The
      number of additional Restricted Stock Units (rounded to the nearest whole
      number) to be so credited shall be determined by dividing (a) the amount of
      cash dividends paid on such date with respect to the number of shares of Stock
      represented by the Restricted Stock Units previously credited to the Participant
      by (b) the Fair Market Value per share of Stock on such date. Such
      additional Restricted Stock Units shall be subject to the same terms and
      conditions and shall be settled in the same manner and at the same time as
      the
      Restricted Stock Units originally subject to the Restricted Stock Unit Award.
      In
      the event of a dividend or distribution paid in shares of Stock or other
      property or any other adjustment made upon a change in the capital structure
      of
      the Company as described in Section 4.3,
      appropriate adjustments shall be made in the Participant’s Restricted Stock Unit
      Award so that it represents the right to receive upon settlement any and all
      new, substituted or additional securities or other property (other than normal
      cash dividends) to which the Participant would be entitled by reason of the
      shares of Stock issuable upon settlement of the Award, and all such new,
      substituted or additional securities or other property shall be immediately
      subject to the same Vesting Conditions as are applicable to the
      Award.

     

    8.5  Effect
      of Termination of Service.
      Unless
      otherwise provided by the Committee and set forth in the Award Agreement
      evidencing a Restricted Stock Unit Award, if a Participant’s Service terminates
      for any reason, whether voluntary or involuntary (including the Participant’s
      death or disability), then the Participant shall forfeit to the Company any
      Restricted Stock Units pursuant to the Award which remain subject to Vesting
      Conditions as of the date of the Participant’s termination of
      Service.

     

    8.6  Settlement
      of Restricted Stock Unit Awards.
      The
      Company shall issue to a Participant on the date on which Restricted Stock
      Units
      subject to the Participant’s Restricted Stock Unit Award vest or on such other
      date determined by the Committee, in its discretion, and set forth in the Award
      Agreement one (1) share of Stock (and/or any other new, substituted or
      additional securities or other property pursuant to an adjustment described
      in
      Section 8.4)
      for
      each Restricted Stock Unit then becoming vested or otherwise to be settled
      on
      such date, subject to the withholding of applicable taxes, if any. If permitted
      by the Committee, the Participant may elect, consistent with the requirements
      of
      Section 409A, to defer receipt of all or any portion of the shares of Stock
      or other property otherwise issuable to the Participant pursuant to this
      Section, and such deferred issuance date(s) and amount(s) elected by the
      Participant shall be set forth in the Award Agreement. Notwithstanding the
      foregoing, the Committee, in its discretion, may provide in any Award Agreement
      for settlement of any Restricted Stock Unit Award by payment to the Participant
      in cash of an amount equal to the Fair Market Value on the payment date of
      the
      shares of Stock or other property otherwise issuable to the Participant pursuant
      to this Section.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    8.7  Nontransferability
      of Restricted Stock Unit Awards.
      The
      right to receive shares pursuant to a Restricted Stock Unit Award shall not
      be
      subject in any manner to anticipation, alienation, sale, exchange, transfer,
      assignment, pledge, encumbrance, or garnishment by creditors of the Participant
      or the Participant’s beneficiary, except transfer by will or by the laws of
      descent and distribution. All rights with respect to a Restricted Stock Unit
      Award granted to a Participant hereunder shall be exercisable during his or
      her
      lifetime only by such Participant or the Participant’s guardian or legal
      representative.

     

    9.  Standard
      Forms of Award Agreements.

     

    9.1  Award
      Agreements.
      Each
      Award shall comply with and be subject to the terms and conditions set forth
      in
      the appropriate form of Award Agreement approved by the Committee and as amended
      from time to time. No Award or purported Award shall be a valid and binding
      obligation of the Company unless evidenced by a fully executed Award Agreement.
      Any Award Agreement may consist of an appropriate form of Notice of Grant and
      a
      form of Agreement incorporated therein by reference, or such other form or
      forms, including electronic media, as the Committee may approve from time to
      time.

     

    9.2  Authority
      to Vary Terms.
      The
      Committee shall have the authority from time to time to vary the terms of any
      standard form of Award Agreement either in connection with the grant or
      amendment of an individual Award or in connection with the authorization of
      a
      new standard form or forms; provided, however, that the terms and conditions
      of
      any such new, revised or amended standard form or forms of Award Agreement
      are
      not inconsistent with the terms of the Plan.

     

    10.  Change
      in Control.

     

    10.1  Effect
      of Change in Control
      on Awards.
      Subject
      to the requirements and limitations of Section 409A if applicable, the Committee
      may provide for any one or more of the following:

    (a)  Accelerated
      Vesting.
      The
      Committee may, in its discretion, provide in any Award Agreement or, in the
      event of a Change in Control, may take such actions as it deems appropriate
      to
      provide for the acceleration of the exercisability, vesting and/or settlement
      in
      connection with such Change in Control of each or any outstanding Award or
      portion thereof and shares acquired pursuant thereto upon such conditions,
      including termination of the Participant’s Service prior to, upon, or following
      such Change in Control, to such extent as the Committee shall
      determine.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (b)  Assumption,
      Continuation or Substitution.
      In the
      event of a Change in Control, the surviving, continuing, successor, or
      purchasing corporation or other business entity or parent thereof, as the case
      may be (the “Acquiror”),
      may,
      without the consent of any Participant, either assume or continue the Company’s
      rights and obligations under each or any Award or portion thereof outstanding
      immediately prior to the Change in Control or substitute for each or any such
      outstanding Award or portion thereof a substantially equivalent award with
      respect to the Acquiror’s stock, as applicable. For
      purposes of this Section, if so determined by the Committee, in its discretion,
      an Award
      denominated in shares of Stock
      shall be
      deemed assumed if, following the Change in Control, the Award
      confers
      the right to receive, subject to the terms and conditions of the Plan and the
      applicable Award Agreement, for each share of Stock subject to the Award
      immediately
      prior to the Change in Control, the consideration (whether stock, cash, other
      securities or property or a combination thereof) to which a holder of a share
      of
      Stock on the effective date of the Change in Control was entitled; provided,
      however, that if such consideration is not solely common stock of the Acquiror,
      the Committee may, with the consent of the Acquiror, provide for the
      consideration to be received upon the exercise or settlement of the Award,
      for
      each share of Stock subject to the Award,
      to
      consist solely of common stock of the Acquiror equal in Fair Market Value to
      the
      per share consideration received by holders of Stock pursuant to the Change
      in
      Control. If any portion of such consideration
      may be
      received by holders of Stock pursuant to the Change in Control on a contingent
      or delayed basis, the Committee may, in its sole discretion, determine such
      Fair
      Market Value per share as of the time of the Change in Control on the basis
      of
      the Committee’s good faith estimate of the present value of the probable future
      payment of such consideration. Any Award or portion thereof which is neither
      assumed or continued by the Acquiror in connection with the Change in Control
      nor exercised or settled as of the time of consummation of the Change in Control
      shall terminate and cease to be outstanding effective as of the time of
      consummation of the Change in Control.

     

    (c)  Cash-Out
      of Awards.
      The
      Committee may, in its discretion and without the consent of any Participant,
      determine that, upon the occurrence of a Change in Control, each or any Award
      or
      a portion thereof outstanding immediately prior to the Change in Control and
      not
      previously exercised or settled shall be canceled in exchange for a payment
      with
      respect to each vested share (and each unvested share, if so determined by
      the
      Committee) of Stock subject to such canceled Award in (i) cash,
      (ii) stock of the Company or of a corporation or other business entity a
      party to the Change in Control, or (iii) other property which, in any such
      case, shall be in an amount having a Fair Market Value equal to the Fair Market
      Value of the consideration to be paid per share of Stock in the Change in
      Control, reduced by the exercise or purchase price per share, if any, under
      such
      Award. If
      any
      portion of such consideration
      may be
      received by holders of Stock pursuant to the Change in Control on a contingent
      or delayed basis, the Committee may, in its sole discretion, determine such
      Fair
      Market Value per share as of the time of the Change in Control on the basis
      of
      the Committee’s good faith estimate of the present value of the probable future
      payment of such consideration. In the event such determination is made by the
      Committee, the amount of such payment (reduced by applicable withholding taxes,
      if any) shall be paid to Participants in respect of the vested portions of
      their
      canceled Awards as soon as practicable following the date of the Change in
      Control and in respect of the unvested portions of their canceled Awards in
      accordance with the vesting schedules applicable to such Awards.

     

    10.2  Federal
      Excise Tax Under Section 4999 of the Code.

     

    (a)  Excess
      Parachute Payment.
      In the
      event that any acceleration of vesting pursuant to an Award and any other
      payment or benefit received or to be received by a Participant would subject
      the
      Participant to any excise tax pursuant to Section 4999 of the Code due to the
      characterization of such acceleration of vesting, payment or benefit as an
      “excess parachute payment” under Section 280G of the Code, the Participant may
      elect, in his or her sole discretion, to reduce the amount of any acceleration
      of vesting called for under the Award in order to avoid such
      characterization.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (b)  Determination
      by Independent Accountants.
      To aid
      the Participant in making any election called for under
      Section 10.2(a),
      no
      later than the date of the occurrence of any event that might reasonably be
      anticipated to result in an “excess parachute payment” to the Participant as
      described in Section 10.2(a),
      the
      Company shall request a determination in writing by independent public
      accountants selected by the Company (the “Accountants”).
      As
      soon as practicable thereafter, the Accountants shall determine and report
      to
      the Company and the Participant the amount of such acceleration of vesting,
      payments and benefits which would produce the greatest after-tax benefit to
      the
      Participant. For the purposes of such determination, the Accountants may rely
      on
      reasonable, good faith interpretations concerning the application of Sections
      280G and 4999 of the Code. The Company and the Participant shall furnish to
      the
      Accountants such information and documents as the Accountants may reasonably
      request in order to make their required determination. The Company shall bear
      all fees and expenses the Accountants may reasonably charge in connection with
      their services contemplated by this Section 10.2(b).

     

    11.  Tax
      Withholding.

     

    11.1  Tax
      Withholding in General.
      The
      Company shall have the right to deduct from any and all payments made under
      the
      Plan, or to require the Participant, through payroll withholding, cash payment
      or otherwise, to make adequate provision for, the federal, state, local and
      foreign taxes, if any, required by law to be withheld by the Participating
      Company Group with respect to an Award or the shares acquired pursuant thereto.
      The Company shall have no obligation to deliver shares of Stock, to release
      shares of Stock from an escrow established pursuant to an Award Agreement,
      or to
      make any payment in cash under the Plan until the Participating Company Group’s
      tax withholding obligations have been satisfied by the Participant.

     

    11.2  Withholding
      in Shares.
      The
      Company shall have the right, but not the obligation, to deduct from the shares
      of Stock issuable to a Participant upon the exercise or settlement of an Award,
      or to accept from the Participant the tender of, a number of whole shares of
      Stock having a Fair Market Value, as determined by the Company, equal to all
      or
      any part of the tax withholding obligations of the Participating Company Group.
      The Fair Market Value of any shares of Stock withheld or tendered to satisfy
      any
      such tax withholding obligations shall not exceed the amount determined by
      the
      applicable minimum statutory withholding rates.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    12.  Compliance
      with Securities Law.

     

    The
      grant
      of Awards and the issuance of shares of Stock pursuant to any Award shall be
      subject to compliance with all applicable requirements of federal, state and
      foreign law with respect to such securities and the requirements of any stock
      exchange or market system upon which the Stock may then be listed. In addition,
      no Award may be exercised or shares issued pursuant to an Award unless
      (a) a registration statement under the Securities Act shall at the time of
      such exercise or issuance be in effect with respect to the shares issuable
      pursuant to the Award or (b) in the opinion of legal counsel to the
      Company, the shares issuable pursuant to the Award may be issued in accordance
      with the terms of an applicable exemption from the registration requirements
      of
      the Securities Act. The inability of the Company to obtain from any regulatory
      body having jurisdiction the authority, if any, deemed by the Company’s legal
      counsel to be necessary to the lawful issuance and sale of any shares hereunder
      shall relieve the Company of any liability in respect of the failure to issue
      or
      sell such shares as to which such requisite authority shall not have been
      obtained. As a condition to issuance of any Stock, the Company may require
      the
      Participant to satisfy any qualifications that may be necessary or appropriate,
      to evidence compliance with any applicable law or regulation and to make any
      representation or warranty with respect thereto as may be requested by the
      Company.

     

    13.  Compliance
      with Section 409A.

     

    13.1  Awards
      Subject to Section 409A.
      The
      provisions of this Section 13
      shall
      apply to any Award or portion thereof that is or becomes subject to Section
      409A, notwithstanding any provision to the contrary contained in the Plan or
      the
      Award Agreement applicable to such Award. Awards subject to Section 409A
      include, without limitation:

     

    (a)  Any
      Nonstatutory Stock Option having an exercise price per share less than the
      Fair
      Market Value determined as of the date of grant of such Option or that permits
      the deferral of compensation other than the deferral of recognition of income
      until the exercise or transfer of the Option or the time the shares acquired
      pursuant to the exercise of the option first become substantially
      vested.

     

    (b)  Any
      Restricted Stock Award that either provides by its terms, or under which the
      Participant makes an election, for settlement of all or any portion of the
      Award
      either (i) on one or more dates following the end of the Short-Term Deferral
      Period (as defined below) or (ii) upon or after the occurrence of any event
      that will or may occur later than the end of the Short-Term Deferral
      Period.

     

    Subject
      to U.S. Treasury Regulations promulgated pursuant to Section 409A (“Section
      409A Regulations”)
      or
      other applicable guidance, the term “Short-Term
      Deferral Period”
means
      the period ending on the later of (i) the 15th day of the third month
      following the end of the Company’s fiscal year in which the applicable portion
      of the Award is no longer subject to a substantial risk of forfeiture or
      (ii) the 15th day of the third month following the end of the Participant’s
      taxable year in which the applicable portion of the Award is no longer subject
      to a substantial risk of forfeiture. For this purpose, the term “substantial
      risk of forfeiture” shall have the meaning set forth in Section 409A Regulations
      or other applicable guidance.

     

    13.2  Deferral
      and/or Distribution Elections.
      Except
      as otherwise permitted or required by Section 409A or Section 409A Regulations
      or other applicable guidance, the following rules shall apply to any deferral
      and/or distribution elections (each, an “Election”)
      that
      may be permitted or required by the Committee pursuant to an Award subject
      to
      Section 409A:

     

    (a)  All
      Elections must be in writing and specify the amount (or an objective,
      nondiscretionary formula determining the amount) of the distribution in
      settlement of an Award being deferred, as well as the time and form of
      distribution as permitted by this Plan.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (b)  All
      Elections shall be made by the end of the Participant’s taxable year prior to
      the year in which services commence for which an Award may be granted to such
      Participant; provided, however, that if the Award qualifies as
“performance-based compensation” for purposes of Section 409A (and is based on a
      performance period of at least 12 consecutive months), then the Election may
      be
      made no later than six (6) months prior to the end of the performance period,
      provided that the Participant’s service is continuous from the later of the
      beginning of the performance period or the date on which the performance goals
      are established through the date such election is made and provided further
      that
      no election may be made after the compensation has become readily ascertainable
      (as provided by Section 409A Regulations).

     

    (c)  Elections
      shall continue in effect until a written election to revoke or change such
      Election is received by the Company, except that a written election to revoke
      or
      change such Election must be made prior to the last day for making an Election
      determined in accordance with paragraph (b) above or as permitted by
      Section 13.3.

     

    13.3  Subsequent
      Elections.
      Except
      as otherwise permitted or required by Section 409A Regulations or other
      applicable guidance, any Award subject to Section 409A which permits a
      subsequent Election to delay the distribution or change the form of distribution
      in settlement of such Award shall comply with the following
      requirements:

     

    (a)  No
      subsequent Election may take effect until at least twelve (12) months after
      the
      date on which the subsequent Election is made;

     

    (b)  Each
      subsequent Election related to a distribution in settlement of an Award not
      described in Section 13.4(b),
      13.4(c)
      or
13.4(f)
      must
      result in a delay of the distribution for a period of not less than five (5)
      years from the date such distribution would otherwise have been made;
      and

     

    (c)  No
      subsequent Election related to a distribution pursuant to
      Section 13.4(d)
      shall be
      made less than twelve (12) months prior to the date of the first scheduled
      payment under such distribution.

     

    13.4  Distributions
      Pursuant to Deferral Elections.
      Except
      as otherwise permitted or required by Section 409A Regulations or other
      applicable guidance, no distribution in settlement of an Award subject to
      Section 409A may commence earlier than:

     

    (a)  The
      Participant’s separation from service (as defined by Section 409A
      Regulations);

     

    (b)  The
      date
      the Participant becomes Disabled (as defined below);

     

    (c)  The
      Participant’s death;

     

    (d)  A
      specified time (or pursuant to a fixed schedule) that is either
      (i) specified by the Committee upon the grant of an Award and set forth in
      the Award Agreement evidencing such Award or (ii) specified by the
      Participant in an Election complying with the requirements of
      Section 13.2
      and/or
13.3,
      as
      applicable;

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (e)  A
      change
      in the ownership or effective control of the Company or in the ownership of
      a
      substantial portion of the assets of the Company (as defined by Section 409A
      Regulations); or

     

    (f)  The
      occurrence of an Unforeseeable Emergency (as defined by Section 409A
      Regulations).

     

    Notwithstanding
      anything else herein to the contrary, to the extent that a Participant is a
      “Specified Employee” (as defined by Section 409A Regulations) of the Company, no
      distribution pursuant to Section 13.4(a)
      in
      settlement of an Award subject to Section 409A may be made before the date
      (the
“Delayed
      Payment Date”)
      which
      is six (6) months after such Participant’s date of separation from service, or,
      if earlier, the date of the Participant’s death. All such amounts that would,
      but for this paragraph, become payable prior to the Delayed Payment Date shall
      be accumulated and paid on the Delayed Payment Date.

     

    13.5  Unforeseeable
      Emergency.
      The
      Committee shall have the authority to provide in any Award subject to Section
      409A for distribution in settlement of all or a portion of such Award in the
      event that a Participant establishes, to the satisfaction of the Committee,
      the
      occurrence of an Unforeseeable Emergency. In such event, the amount(s)
      distributed with respect to such Unforeseeable Emergency cannot exceed the
      amounts reasonably necessary to satisfy such Unforeseeable Emergency plus
      amounts necessary to pay taxes or penalties reasonably anticipated as a result
      of such distribution(s), after taking into account the extent to which such
      hardship is or may be relieved through reimbursement or compensation by
      insurance or otherwise, by liquidation of the Participant’s assets (to the
      extent the liquidation of such assets would not itself cause severe financial
      hardship), or by cessation of deferrals under the Plan. All distributions with
      respect to an Unforeseeable Emergency shall be made in a lump sum within 90
      days
      of the occurrence of Unforeseeable Emergency and following the Committee’s
      determination that an Unforeseeable Emergency has occurred.

     

    The
      occurrence of an Unforeseeable Emergency shall be judged and determined by
      the
      Committee. The Committee’s decision with respect to whether an Unforeseeable
      Emergency has occurred and the manner in which, if at all, the distribution
      in
      settlement of an Award shall be altered or modified, shall be final, conclusive,
      and not subject to approval or appeal.

     

    13.6  Disabled.
      The
      Committee shall have the authority to provide in any Award subject to Section
      409A for distribution in settlement of such Award in the event that the
      Participant becomes Disabled. A Participant shall be considered “Disabled”
if
      either:

     

    (a)  the
      Participant is unable to engage in any substantial gainful activity by reason
      of
      any medically determinable physical or mental impairment which can be expected
      to result in death or can be expected to last for a continuous period of not
      less than twelve (12) months, or

     

    (b)  the
      Participant is, by reason of any medically determinable physical or mental
      impairment which can be expected to result in death or can be expected to last
      for a continuous period of not less than twelve (12) months, receiving income
      replacement benefits for a period of not less than three (3) months under an
      accident and health plan covering employees of the Participant’s
      employer.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    All
      distributions payable by reason of a Participant becoming Disabled shall be
      paid
      in a lump sum or in periodic installments as established by the Participant’s
      Election, commencing within 90 days following the date the Participant becomes
      Disabled. If the Participant has made no Election with respect to distributions
      upon becoming Disabled, all such distributions shall be paid in a lump sum
      within 90 days following the date the Participant becomes Disabled.

     

    13.7  Death.
      If a
      Participant dies before complete distribution of amounts payable upon settlement
      of an Award subject to Section 409A, such undistributed amounts shall be
      distributed to his or her beneficiary under the distribution method for death
      established by the Participant’s Election, or, if the Participant has made no
      Election with respect to distributions upon death, in a lump sum, within 90
      days
      following the Participant’s death and following receipt by the Committee of
      satisfactory notice and confirmation of the Participant’s death.

     

    13.8  No
      Acceleration of Distributions.
      Notwithstanding anything to the contrary herein, this Plan does not permit
      the
      acceleration of the time or schedule of any distribution under this Plan
      pursuant to any Award subject to Section 409A, except as provided by Section
      409A and Section 409A Regulations.

     

    14.  Amendment
      or Termination of Plan.

     

    The
      Committee may amend, suspend or terminate the Plan at any time. However, without
      the approval of the Company’s stockholders, there shall be no amendment of the
      Plan (including, but not limited to, an increase in the share limitations
      imposed by Sections 4.1, 5.3 and 5.4 (other than adjustments made to such
      Sections pursuant to Sections 4.2 and 4.3)) that would require approval of
      the
      Company’s stockholders under any applicable law, regulation or rule, including
      the rules of any stock exchange or market system upon which the Stock may then
      be listed. No amendment, suspension or termination of the Plan shall affect
      any
      then outstanding Award unless expressly provided by the Committee. Except as
      provided by the next sentence, no amendment, suspension or termination of the
      Plan may adversely affect any then outstanding Award without the consent of
      the
      Participant. Notwithstanding any other provision of the Plan or any Award
      Agreement to the contrary, the Committee may, in its sole and absolute
      discretion and without the consent of any Participant, amend the Plan or any
      Award Agreement, to take effect retroactively or otherwise, as it deems
      necessary or advisable for the purpose of conforming the Plan or such Award
      Agreement to any present or future law, regulation or rule applicable to the
      Plan, including, but not limited to, Section 409A of the Code and all applicable
      guidance promulgated thereunder.

     

    15.  Miscellaneous
      Provisions.

     

    15.1  Repurchase
      Rights.
      Shares
      issued under the Plan may be subject to one or more repurchase options, or
      other
      conditions and restrictions as determined by the Committee in its discretion
      at
      the time the Award is granted. The Company shall have the right to assign at
      any
      time any repurchase right it may have, whether or not such right is then
      exercisable, to one or more persons as may be selected by the Company. Upon
      request by the Company, each Participant shall execute any agreement evidencing
      such transfer restrictions prior to the receipt of shares of Stock hereunder
      and
      shall promptly present to the Company any and all certificates representing
      shares of Stock acquired hereunder for the placement on such certificates of
      appropriate legends evidencing any such transfer restrictions.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    15.2  Forfeiture
      Events.

     

    (a)  The
      Committee may specify in an Award Agreement that the Participant’s rights,
      payments, and benefits with respect to an Award shall be subject to reduction,
      cancellation, forfeiture, or recoupment upon the occurrence of specified events,
      in addition to any otherwise applicable vesting or performance conditions of
      an
      Award. Such events may include, but shall not be limited to, termination of
      Service for Cause or any act by a Participant, whether before or after
      termination of Service, that would constitute Cause for termination of
      Service.

     

    (b)  If
      the
      Company is required to prepare an accounting restatement due to the material
      noncompliance of the Company, as a result of misconduct, with any financial
      reporting requirement under the securities laws, any Participant who knowingly
      or through gross negligence engaged in the misconduct, or who knowingly or
      through gross negligence failed to prevent the misconduct, and any Participant
      who is one of the individuals subject to automatic forfeiture under Section
      304
      of the Sarbanes-Oxley Act of 2002, shall reimburse the Company the amount of
      any
      payment in settlement of an Award earned or accrued during the twelve- (12-)
      month period following the first public issuance or filing with the United
      States Securities and Exchange Commission (whichever first occurred) of the
      financial document embodying such financial reporting requirement.

     

    15.3  Provision
      of Information.
      Each
      Participant shall be given access to information concerning the Company
      equivalent to that information generally made available to the Company’s common
      stockholders.
      In
      addition, the Company shall deliver such other disclosures to Participants
      as
      may be required pursuant to applicable law.

     

    15.4  Rights
      as Employee, Consultant or Director.
      No
      person, even though eligible pursuant to Section 5, shall have a right to
      be selected as a Participant, or, having been so selected, to be selected again
      as a Participant. Nothing in the Plan or any Award granted under the Plan shall
      confer on any Participant a right to remain an Employee, Consultant or Director
      or interfere with or limit in any way any right of a Participating Company
      to
      terminate the Participant’s Service at any time. To the extent that an Employee
      of a Participating Company other than the Company receives an Award under the
      Plan, that Award shall in no event be understood or interpreted to mean that
      the
      Company is the Employee’s employer or that the Employee has an employment
      relationship with the Company.

     

    15.5  Rights
      as a Stockholder.
      A
      Participant shall have no rights as a stockholder with respect to any shares
      covered by an Award until the date of the issuance of such shares (as evidenced
      by the appropriate entry on the books of the Company or of a duly authorized
      transfer agent of the Company). No adjustment shall be made for dividends,
      distributions or other rights for which the record date is prior to the date
      such shares are issued, except as provided in Section 4.3
      or
      another provision of the Plan.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    15.6  Delivery
      of Title to Shares.
      Subject
      to any governing rules or regulations, the Company shall issue or cause to
      be
      issued the shares of Stock acquired pursuant to an Award and shall deliver
      such
      shares to or for the benefit of the Participant by means of one or more of
      the
      following: (a) by delivering to the Participant evidence of book entry
      shares of Stock credited to the account of the Participant, (b) by
      depositing such shares of Stock for the benefit of the Participant with any
      broker with which the Participant has an account relationship, or (c) by
      delivering such shares of Stock to the Participant in certificate
      form.

     

    15.7  Fractional
      Shares.
      The
      Company shall not be required to issue fractional shares upon the exercise
      or
      settlement of any Award.

     

    15.8  Retirement
      and Welfare Plans.
      Neither
      Awards made under this Plan nor shares of Stock or cash paid pursuant to such
      Awards shall be included as “compensation” for purposes of computing the
      benefits payable to any Participant under any Participating Company’s retirement
      plans (both qualified and non-qualified) or welfare benefit plans unless such
      other plan expressly provides that such compensation shall be taken into account
      in computing such benefits.

     

    15.9  Severability.
      If any
      one or more of the provisions (or any part thereof) of this Plan shall be held
      invalid, illegal or unenforceable in any respect, such provision shall be
      modified so as to make it valid, legal and enforceable, and the validity,
      legality and enforceability of the remaining provisions (or any part thereof)
      of
      the Plan shall not in any way be affected or impaired thereby.

     

    15.10  No
      Constraint on Corporate Action.
      Nothing
      in this Plan shall be construed to: (a) limit, impair, or otherwise affect
      the Company’s or another Participating Company’s right or power to make
      adjustments, reclassifications, reorganizations, or changes of its capital
      or
      business structure, or to merge or consolidate, or dissolve, liquidate, sell,
      or
      transfer all or any part of its business or assets; or (b) limit the right
      or power of the Company or another Participating Company to take any action
      which such entity deems to be necessary or appropriate.

     

    15.11  Unfunded
      Obligation.
      Participants shall have the status of general unsecured creditors of the
      Company. Any amounts payable to Participants pursuant to the Plan shall be
      unfunded and unsecured obligations for all purposes, including, without
      limitation, Title I of the Employee Retirement Income Security Act of 1974.
      No Participating Company shall be required to segregate any monies from its
      general funds, or to create any trusts, or establish any special accounts with
      respect to such obligations. The Company shall retain at all times beneficial
      ownership of any investments, including trust investments, which the Company
      may
      make to fulfill its payment obligations hereunder. Any investments or the
      creation or maintenance of any trust or any Participant account shall not create
      or constitute a trust or fiduciary relationship between the Committee or any
      Participating Company and a Participant, or otherwise create any vested or
      beneficial interest in any Participant or the Participant’s creditors in any
      assets of any Participating Company. The Participants shall have no claim
      against any Participating Company for any changes in the value of any assets
      which may be invested or reinvested by the Company with respect to the
      Plan.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    15.12  Choice
      of Law.
      Except
      to the extent governed by applicable federal law, the validity, interpretation,
      construction and performance of the Plan and each Award Agreement shall be
      governed by the laws of the State of California, without regard to its conflict
      of law rules.

     

    15.13  Stockholder
      Approval.
      The
      Plan, as amended and restated, shall become effective upon its approval by
      the
      stockholders of the Company. Such approval shall be obtained within twelve
      (12)
      months of the date this Plan is amended and restated by the
      Committee.