Exhibit
      10.1

    


    ORSUS
      XELENT TECHNOLOGIES, INC.

    2007
      OMNIBUS LONG-TERM INCENTIVE PLAN 

     

    Orsus
      Xelent Technologies, Inc., a Delaware corporation (the “Company”), sets forth
      herein the terms of its 2007 Omnibus Long-Term Incentive Plan (the “Plan”), as
      follows: 

     

    
      	1.         
                	
              PURPOSE
                

            


    

     

    The
      Plan
      is intended to enhance the Company’s and its Affiliates’ (as defined herein)
      ability to attract and retain highly qualified officers, directors, key
      employees and other persons, and to motivate such officers, directors, key
      employees and other persons to serve the Company and its Affiliates and to
      expend maximum effort to improve the business results and earnings of the
      Company, by providing to such persons an opportunity to acquire or increase
      a
      direct proprietary interest in the operations and future success of the Company.
      To this end, the Plan provides for the grant of stock options, stock
      appreciation rights, restricted stock, restricted stock units, unrestricted
      stock and cash awards. Any of these awards may, but need not, be made as
      performance incentives to reward attainment of annual or long-term performance
      goals in accordance with the terms hereof. Stock options granted under the
      Plan
      may be non-qualified stock options or incentive stock options, as provided
      herein. 

     

    
      	2.         
                	
              DEFINITIONS
                

            


    

     

    For
      purposes of interpreting the Plan and related documents (including Award
      Agreements), the following definitions shall apply: 

     

    2.1.  “Affiliate”
      means
      any company or other trade or business that “controls,” is “controlled by” or is
“under common control” with the Company within the meaning of Rule 405 of
      Regulation C under the Securities Act, including, without limitation, any
      Subsidiary. 

     

    2.2.  “Annual
      Incentive Award” means
      an
      Award made subject to attainment of performance goals (as described in
      Section 13) over a performance period of a duration as specified by the
      Committee. 

     

    2.3.  “Award”
      means a
      grant of an Option, Stock Appreciation Right, Restricted Stock, Restricted
      Stock
      Unit, Unrestricted Stock, or cash award under the Plan. 

     

    2.4.  “Award
      Agreement”
      means a
      written agreement between the Company and a Grantee, or notice from the Company
      to a Grantee, that evidences and sets out the terms and conditions of an Award.
      

     

    2.5.   “Board”
      means
      the Board of Directors of the Company. 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    2.6.  “Cause”
      means,
      as determined by the Committee and unless otherwise provided in an applicable
      agreement with the Company or an Affiliate at or before the Grant Date: (i)
      engaging in any act, omission or misconduct that is injurious to the Company
      or
      its Affiliates; (ii) gross negligence or willful misconduct in connection with
      the performance of duties; (iii) conviction of a criminal offense (other
      than minor traffic offenses); (iv) fraud, embezzlement or misappropriation
      of
      funds or property of the Company or an Affiliate; (v) material breach of
      any term of any employment, consulting or other services, confidentiality,
      intellectual property or non-competition agreements, if any, between the Service
      Provider and the Company or an Affiliate; (vi) the entry of an order duly issued
      by any regulatory agency (including federal, state and local regulatory agencies
      and self-regulatory bodies) having jurisdiction over the Company or an Affiliate
      requiring the removal from any office held by the Service Provider with the
      Company or prohibiting a Service Provider from participating in the business
      or
      affairs of the Company or any Affiliate; or (vii) the revocation or threatened
      revocation of any of the Company’s or an Affiliate’s government licenses,
      permits or approvals, which is primarily due to the Service Provider’s action or
      inaction and such revocation or threatened revocation would be alleviated or
      mitigated in any material respect by the termination of the Service Provider’s
      Services. 

     

    2.7.  “Change
      in Control”
      shall
      have the meaning set forth in Section 15.2. 

     

    2.8.  “Code”
      means
      the Internal Revenue Code of 1986, as now in effect or as hereafter amended.
      

     

    2.9.  “Committee”
      means
      the Compensation Committee of the Board, or such other committee as determined
      by the Board. The Compensation Committee of the Board may, in its discretion,
      designate a subcommittee of its members to serve as the Committee (to the extent
      the Board has not designated another person, committee or entity as the
      Committee) or to cause the Committee to (i) consist solely of persons who are
      “Nonemployee Directors” as defined in Rule 16b-3 issued under the Exchange Act,
      (ii) consist solely of persons who are Outside Directors, or (iii) satisfy
      the
      applicable requirements of any stock exchange on which the Common Stock may
      then
      be listed.

     

    2.10.  “Company”
      means
      Orsus Xelent Technologies, Inc., a Delaware corporation, or any successor
      corporation.

     

    2.11.  “Common
      Stock” or “Stock”
      means
      share of common stock of the Company, par value $0.001 per share.

     

    2.12.  “Covered
      Employee”
means
      a
      Grantee who is a “covered employee” within the meaning of Section 162(m)(3)
      of the Code, as qualified by Section 13.4 herein. 

     

    2.13.  “Disability”
      means
      the Grantee is unable to perform each of the essential duties of such Grantee’s
      position by reason of a medically determinable physical or mental impairment
      which is potentially permanent in character or which can be expected to last
      for
      a continuous period of not less than 12 months; provided,
      however,
      that,
      with respect to rules regarding expiration of an Incentive Stock Option
      following termination of the Grantee’s Service, Disability has the meaning as
      set forth in Section 22(e)(3) of the Code. 

     

    2.14.  “Effective
      Date”
      means
      the date set forth in Section
      16.10
      herein.


     

    2.15.  “Exchange
      Act”
      means
      the Securities Exchange Act of 1934, as now in effect or as hereafter amended.
      

     

    
      
        
        

      

      
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    2.16.  “Fair
      Market Value”
      of a
      share of Common Stock as of a particular date shall mean (i) the closing sale
      price reported for a share of Common Stock on such date on the national
      securities exchange or national market system on which such stock is principally
      traded, or if such date is not a trading day, the trading day immediately
      preceding such date on which a sale was reported, or (ii) if the shares of
      Common Stock are not then listed on a national securities exchange or national
      market system, or the value of such shares is not otherwise determinable, such
      value as determined by the Board in good faith in its sole discretion (but
      in
      any event not less than fair market value within the meaning of Section 409A).
      

     

    2.17.  “Family
      Member”
      means a
      person who is a spouse, former spouse, child, stepchild, grandchild, parent,
      stepparent, grandparent, niece, nephew, mother-in-law, father-in-law,
      son-in-law, daughter-in-law, brother, sister, brother-in-law, or sister-in-law,
      including adoptive relationships, of the applicable individual, any person
      sharing the applicable individual’s household (other than a tenant or employee),
      a trust in which any one or more of these persons have more than fifty percent
      of the beneficial interest, a foundation in which any one or more of these
      persons (or the applicable individual) control the management of assets, and
      any
      other entity in which one or more of these persons (or the applicable
      individual) own more than fifty percent of the voting interests. 

     

    2.18.  “Grant
      Date”
      means,
      as determined by the Committee, the latest to occur of (i) the date as of
      which the Committee approves an Award, (ii) the date on which the recipient
      of an Award first becomes eligible to receive an Award under Section 6
      hereof, or (iii) such other date as may be specified by the Committee in
      the Award Agreement. 

     

    2.19.  “Grantee”
      means a
      person who receives or holds an Award under the Plan. 

     

    2.20.   “Incentive
      Stock Option”
      means an
“incentive stock option” within the meaning of Section 422 of the Code, or
      the corresponding provision of any subsequently enacted tax statute, as amended
      from time to time. 

     

    2.21.  “Non-Qualified
      Stock Option”
      means an
      Option that is not an Incentive Stock Option. 

     

    2.22.  “Option”
      means
      an
      option to purchase one or more shares of Stock pursuant to the Plan.


     

    2.23.  “Option
      Price”
      means
      the exercise price for each share of Stock subject to an Option. 

     

    2.24.  “Outside
      Director”
      means a
      member of the Board who is not an officer or employee of the Company or an
      Affiliate, determined in accordance with the requirements of Section 162(m)
      of
      the Code.

     

    2.25.   “Performance
      Award”
      means an
      Award made subject to the attainment of performance goals (as described in
      Section 13) over a performance period of up to ten (10) years.


     

    2.26.  “Plan”
      means
      this Orsus Xelent Technologies, Inc. 2007 Omnibus Long-Term Incentive Plan.
      

     

    
      
        
        

      

      
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    2.27.  “Purchase
      Price”
      means
      the purchase price for each share of Stock pursuant to a grant of Restricted
      Stock or Unrestricted Stock. 

     

    2.28.  “Reporting
      Person”
      means a
      person who is required to file reports under Section 16(a) of the Exchange
      Act. 

     

    2.29.  “Restricted
      Stock”
      means
      shares of Stock, awarded to a Grantee pursuant to Section 10 hereof.


     

    2.30.  “Restricted
      Stock Unit”
      means a
      bookkeeping entry representing the equivalent of shares of Stock, awarded to
      a
      Grantee pursuant to Section 10 hereof. 

     

    2.31.  “SAR
      Exercise Price”
      means
      the per share exercise price of a SAR granted to a Grantee under Section 9
      hereof. 

     

    2.32.  “Section
      409A”
      shall
      mean Section 409A of the Code and all formal guidance and regulations
      promulgated thereunder. 

     

    2.33.  “Securities
      Act”
      means
      the Securities Act of 1933, as now in effect or as hereafter amended.


     

    2.34.  “Separation
      from Service”
      means a
      termination of Service by a Service Provider, as determined by the Committee,
      which determination shall be final, binding and conclusive; provided if any
      Award governed by Section 409A is to be distributed on a Separation from
      Service, then the definition of Separation from Service for such purposes shall
      comply with the definition provided in Section 409A.

     

    2.35.  “Service”
      means
      service as a Service Provider to the Company or an Affiliate. Unless otherwise
      stated in the applicable Award Agreement, a Grantee’s change in position or
      duties shall not result in interrupted or terminated Service, so long as such
      Grantee continues to be a Service Provider to the Company or an Affiliate.
      

     

    2.36.   “Service
      Provider”
      means an
      employee, officer or director of the Company or an Affiliate, or a consultant
      or
      adviser currently providing services to the Company or an Affiliate.


     

    2.37.  “Stock
      Appreciation Right” or “SAR”
      means a
      right granted to a Grantee under Section 9 hereof. 

     

    2.38.   “Subsidiary”
      means
      any “subsidiary corporation” of the Company within the meaning of
      Section 424(f) of the Code. 

     

    2.39.  “Termination
      Date”
      means
      the date upon which an Option shall terminate or expire, as set forth in
      Section 8.3 hereof. 

     

    2.40.  “Ten
      Percent Stockholder”
      means an
      individual who owns more than ten percent (10%) of the total combined
      voting power of all classes of outstanding stock of the Company, its parent
      or
      any of its Subsidiaries. In determining stock ownership, the attribution rules
      of Section 424(d) of the Code shall be applied. 

     

    
      
        
        

      

      
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    2.41.  “Unrestricted
      Stock”
      means an
      Award pursuant to Section 11 hereof. 

     

    
      	3.         
                	
              ADMINISTRATION
                OF THE PLAN 

            


    

     

    3.1.  General.

     

    The
      Committee shall have such powers and authorities related to the administration
      of the Plan as are consistent with the Company’s certificate of incorporation
      and bylaws and applicable law. The Committee shall have full power and authority
      to take all actions and to make all determinations required or provided for
      under the Plan, any Award or any Award Agreement, and shall have full power
      and
      authority to take all such other actions and make all such other determinations
      not inconsistent with the specific terms and provisions of the Plan that the
      Committee deems to be necessary or appropriate to the administration of the
      Plan. The interpretation and construction by the Committee of any provision
      of
      the Plan, any Award or any Award Agreement shall be final, binding and
      conclusive. Without limitation, the Committee shall have full and final
      authority, subject to the other terms and conditions of the Plan, to:


     

    (i)
      designate Grantees; 

     

    (ii)
      determine the type or types of Awards to be made to a Grantee; 

     

    (iii)
      determine the number of shares of Stock to be subject to an Award; 

     

    (iv)
      establish the terms and conditions of each Award (including, but not limited
      to,
      the Option Price of any Option, the nature and duration of any restriction
      or
      condition (or provision for lapse thereof) relating to the vesting, exercise,
      transfer, or forfeiture of an Award or the shares of Stock subject thereto,
      and
      any terms or conditions that may be necessary to qualify Options as Incentive
      Stock Options); 

     

    (v)
      prescribe the form of each Award Agreement; and 

     

    (vi)
      amend, modify, or supplement the terms of any outstanding Award including the
      authority, in order to effectuate the purposes of the Plan, to modify Awards
      to
      foreign nationals or individuals who are employed outside the United States
      to recognize differences in local law, tax policy, or custom. 

     

    Notwithstanding
      the foregoing, no amendment or modification may be made to an outstanding Option
      or SAR that (i)  causes the Option or SAR to become subject to
      Section 409A, (ii) reduces the Option Price or SAR Exercise Price,
      either by lowering the Option Price or SAR Exercise Price or by canceling the
      outstanding Option or SAR and granting a replacement Option or SAR with a lower
      Option Price or SAR Exercise Price or (iii) would be treated as a repricing
      under the rules of the exchange upon which the Company’s Stock trades, without,
      with respect to item (i), the Grantee’s written prior approval, and with respect
      to items (ii) and (iii), without the approval of the stockholders of the
      Company, provided, that, appropriate adjustments may be made to outstanding
      Options and SARs pursuant to Section 15.
      

     

    
      
        
        

      

      
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    The
      Company may retain the right in an Award Agreement to cause a forfeiture of
      the
      gain realized by a Grantee on account of actions taken by the Grantee in
      violation or breach of or in conflict with any employment agreement,
      non-competition agreement, any agreement prohibiting solicitation of employees
      or clients of the Company or any Affiliate thereof or any confidentiality
      obligation with respect to the Company or any Affiliate thereof or otherwise
      in
      competition with the Company or any Affiliate thereof, to the extent specified
      in such Award Agreement applicable to the Grantee. Furthermore, the Company
      may
      annul an Award if the Grantee is terminated for Cause as defined in the
      applicable Award Agreement or the Plan, as applicable. The grant of any Award
      may be contingent upon the Grantee executing the appropriate Award Agreement.
      

     

    3.2.  Deferral
      Arrangement. 

     

    The
      Committee may permit or require the deferral of any Award payment into a
      deferred compensation arrangement, subject to such rules and procedures as
      it
      may establish and in accordance with Section 409A, which may include
      provisions for the payment or crediting of interest or dividend equivalents,
      including converting such credits into deferred Stock units. 

     

    3.3.  No
      Liability. 

     

    No
      member
      of the Board or of the Committee shall be liable for any action or determination
      made in good faith with respect to the Plan, any Award or Award Agreement.
      

     

    3.4.  Book
      Entry. 

     

    Notwithstanding
      any other provision of this Plan to the contrary, the Company may elect to
      satisfy any requirement under this Plan for the delivery of stock certificates
      through the use of book-entry. 

     

    
      	4.         
                	
              STOCK
                SUBJECT TO THE PLAN 

            


    

     

    Subject
      to adjustment as provided in Section 15
      hereof,
      the maximum number of shares of Stock available for issuance under the Plan
      shall be 4,500,000. All such shares of Stock available for issuance under the
      Plan shall be available for issuance pursuant to Incentive Stock Options. Stock
      issued or to be issued under the Plan shall be authorized but unissued shares;
      or, to the extent permitted by applicable law, issued shares that have been
      reacquired by the Company. The maximum number of Common Stock that will be
      awarded to any one Grantee during any calendar year shall not exceed
      675,000.

     

    The
      Committee may adopt reasonable procedures for making adjustments in accordance
      with Section 15.
      If the
      Option Price of any Option granted under the Plan, or if pursuant to
Section 16.3
      the
      withholding obligation of any Grantee with respect to an Option or other Award,
      is satisfied by tendering shares of Stock to the Company (by either actual
      delivery or by attestation) or by withholding shares of Stock, the number of
      shares of Stock issued net of the shares of Stock tendered or withheld shall
      be
      deemed delivered for purposes of determining the maximum number of shares of
      Stock available for delivery under the Plan. To the extent that an Award under
      the Plan is canceled, expired, forfeited, settled in cash, settled by issuance
      of fewer shares than the number underlying the Award, or otherwise terminated
      without delivery of shares to the Grantee, the shares retained by or returned
      to
      the Company will be available under the Plan; and shares that are withheld
      from
      such an Award or separately surrendered by the Grantee in payment of any
      exercise price or taxes relating to such an Award shall be deemed to constitute
      shares not delivered to the Grantee and will be available under the Plan. In
      addition, in the case of any Award granted in assumption of or in substitution
      for an award of a company or business acquired by the Company or a Subsidiary
      or
      Affiliate or with which the Company or a Subsidiary or Affiliate combines,
      shares issued or issuable in connection with such substitute Award shall not
      be
      counted against the number of shares reserved under the Plan. 

     

    
      
        
        

      

      
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      	5.         
                	
              EFFECTIVE
                DATE,
                DURATION AND AMENDMENTS 

            


    

     

    5.1.  Term.
      

     

    The
      Plan
      shall be effective as of the Effective Date and shall terminate on the ten
      (10) year anniversary of the Effective Date, and may be terminated on any
      earlier date as provided in Section 5.2.
      

     

    5.2.  Amendment
      and Termination of the Plan. 

     

    The
      Board
      may, at any time and from time to time, amend, suspend, or terminate the Plan
      as
      to any Awards which have not been made. An amendment shall be contingent on
      approval of the Company’s stockholders to the extent stated by the Board,
      required by applicable law or required by applicable stock exchange listing
      requirements. No Awards shall be made after termination of the Plan. No
      amendment, suspension, or termination of the Plan shall, without the consent
      of
      the Grantee, impair rights or obligations under any Award theretofore awarded.
      

     

    
      	6.         
                	
              AWARD
                ELIGIBILITY AND LIMITATIONS


            


    

     

    6.1.  Service
      Providers and Other Persons. 

     

    Subject
      to this Section 6,
      Awards
      may be made to any Service Provider, including any Service Provider who is
      an
      officer or director of the Company or of any Affiliate, as the Committee shall
      determine and designate from time to time in its discretion. 

     

    6.2.  Successive
      Awards. 

     

    An
      eligible person may receive more than one Award, subject to such restrictions
      as
      are provided herein. 

     

    6.3.  Stand-Alone,
      Additional, Tandem, and Substitute Awards. 

     

    Awards
      may, in the discretion of the Committee, be granted either alone or in addition
      to, in tandem with, or in substitution or exchange for, any other Award or
      any
      award granted under another plan of the Company, any Affiliate, or any business
      entity to be acquired by the Company or an Affiliate, or any other right of
      a
      Grantee to receive payment from the Company or any Affiliate. Such additional,
      tandem, and substitute or exchange Awards may be granted at any time. If an
      Award is granted in substitution or exchange for another Award, the Committee
      shall have the right to require the surrender of such other Award in
      consideration for the grant of the new Award. The Board shall have the right,
      in
      its discretion, to make Awards in substitution or exchange for any other award
      under another plan of the Company, any Affiliate, or any business entity to
      be
      acquired by the Company or an Affiliate. In addition, Awards may be granted
      in
      lieu of cash compensation, including in lieu of cash amounts payable under
      other
      plans of the Company or any Affiliate, in which the value of Stock subject
      to
      the Award is equivalent in value to the cash compensation (for example,
      Restricted Stock Units or Restricted Stock). 

     

    
      
        
        

      

      
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      	7.          
               	
              AWARD
                AGREEMENT 

            


    

     

    Each
      Award shall be evidenced by an Award Agreement, in such form or forms as the
      Committee shall from time to time determine. Without limiting the foregoing,
      an
      Award Agreement may be provided in the form of a notice which provides that
      acceptance of the Award constitutes acceptance of all terms of the Plan and
      the
      notice. Award Agreements granted from time to time or at the same time need
      not
      contain similar provisions but shall be consistent with the terms of the Plan.
      Each Award Agreement evidencing an Award of Options shall specify whether such
      Options are intended to be Non-Qualified Stock Options or Incentive Stock
      Options, and in the absence of such specification such options shall be deemed
      Non-Qualified Stock Options. 

     

    
      	8.          
               	
              TERMS
                AND CONDITIONS OF OPTIONS 

            


    

     

    8.1.  Option
      Price. 

     

    The
      Option Price of each Option shall be fixed by the Committee and stated in the
      related Award Agreement. The Option Price of each Incentive Stock Option shall
      be at least the Fair Market Value of a share of Stock on the Grant Date;
provided,
      however,
      that
      (i) in the event that a Grantee is a Ten Percent Stockholder as of the
      Grant Date, the Option Price of an Option granted to such Grantee that is
      intended to be an Incentive Stock Option shall be not less than 110 percent
      of
      the Fair Market Value of a share of Stock on the Grant Date, and (ii) with
      respect to Awards made in substitution for or in exchange for awards made by
      an
      entity acquired by the Company or an Affiliate, the Option Price does not need
      to be at least the Fair Market Value on the Grant Date. In no case shall the
      Option Price of any Option be less than the par value of a share of
      Stock.

     

    8.2.  Vesting.
      

     

    Subject
      to Section 8.3
      hereof,
      each Option shall become exercisable at such times and under such conditions
      (including without limitation performance requirements) as shall be determined
      by the Committee and stated in the Award Agreement. For purposes of this
Section 8.2,
      fractional numbers of shares of Stock subject to an Option shall be rounded
      down
      to the next nearest whole number. 

     

    8.3.  Term.
      

     

    Each
      Option shall terminate, and all rights to purchase shares of Stock thereunder
      shall cease, upon the expiration of ten years
      from the Grant Date, or under such circumstances and on such date prior thereto
      as is set forth in the Plan or as may be fixed by the Committee and stated
      in
      the related Award Agreement (the “Termination Date”); provided,
      however,
      that in
      the event that the Grantee is a Ten Percent Stockholder, an Option granted
      to
      such Grantee that is intended to be an Incentive Stock Option at the Grant
      Date
      shall not be exercisable after the expiration of five years from its Grant
      Date.


     

    
      
        
        

      

      
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    8.4.  Separation
      from Service. 

     

    Except
      as
      otherwise provided in an Award Agreement, if a Grantee’s employment with or
      service to the Company or Affiliate terminates for any reason other than Cause,
      (i) Op-tions granted to such Grantee, to the extent that they are exercisable
      at
      the time of such termination, shall remain exercisable for a period of not
      more
      than 90 days after such termination (one year in the case of termination by
      reason of death or Disability), on which date they shall expire, and (ii)
      Options granted to such Grantee, to the extent that they were not exercisable
      at
      the time of such termi-nation, shall expire on the date of such termina-tion.
      In
      the event of the termination of a Grantee’s employment or service for Cause, all
      out-standing Options granted to such Grantee shall expire on the date of such
      termina-tion. Not-with-standing the forego-ing, no Option shall be exercis-able
      after the expiration of its term. 

     

    8.5.  Limitations
      on Exercise of Option. 

     

    Notwithstanding
      any other provision of the Plan, in no event may any Option be exercised, in
      whole or in part, (i) prior to the date the Plan is approved by the
      stockholders of the Company as provided herein or (ii) after the occurrence
      of an event referred to in Section 15
      hereof
      which results in termination of the Option. 

     

    8.6.  Method
      of Exercise. 

     

    An
      Option
      that is exercisable may be exercised by the Grantee’s delivery to the Company of
      written notice of exercise on any business day, at the Company’s principal
      office, on the form specified by the Company. Such notice shall specify the
      number of shares of Stock with respect to which the Option is being exercised
      and shall be accompanied by payment in full of the Option Price of the shares
      for which the Option is being exercised plus the amount (if any) of federal
      and/or other taxes which the Company may, in its judgment, be required to
      withhold with respect to an Award. Except as otherwise provided by the
      Committee, payments hereunder shall be made in cash or cash equivalents
      acceptable to the Company. Notwithstanding anything contained herein to the
      contrary, the Committee may, solely in its discretion, approve payment in whole
      or in part by an alternative method, including (i) by means of any cashless
      exercise procedure approved by the Committee, (ii) in the form of unrestricted
      shares of Stock already owned by the Grantee on the date of surrender to the
      extent the shares of Stock have a Fair Market Value on the date of surrender
      equal to the aggregate Option Price of the shares as to which such Option shall
      be exercised, provided
      that,
      in
      the case of an Incentive Stock Option, the right to make payment in the form
      of
      already owned shares of Stock may be authorized only at the time of grant,
      or
      (iii) any combination of the foregoing. 

     

    8.7.  Rights
      of Holders of Options. 

     

    Unless
      otherwise stated in the related Award Agreement, an individual holding or
      exercising an Option shall have none of the rights of a stockholder (for
      example, the right to receive cash or dividend payments or distributions
      attributable to the subject shares of Stock or to direct the voting of the
      subject shares of Stock ) until the shares of Stock covered thereby are fully
      paid and issued to him. Except as provided in Section 15
      hereof,
      no adjustment shall be made for dividends, distributions or other rights for
      which the record date is prior to the date of such issuance. 

     

    
      
        
        

      

      
        -9-

        
          

        

      

      
        
        

      

    

    8.8.  Delivery
      of Stock Certificates. 

     

    Promptly
      after the exercise of an Option by a Grantee and the payment in full of the
      Option Price, such Grantee shall be entitled to the issuance of a stock
      certificate or certificates evidencing his or her ownership of the shares of
      Stock subject to the Option. 

     

    8.9.  Transferability
      of Options. 

     

    Except
      as
      provided in Section 8.10,
      during
      the lifetime of a Grantee, only the Grantee (or, in the event of legal
      incapacity or incompetence, the Grantee’s guardian or legal representative) may
      exercise an Option. Except as provided in Section 8.10,
      no
      Option shall be assignable or transferable by the Grantee to whom it is granted,
      other than by will or the laws of descent and distribution. 

     

    8.10.  Family
      Transfers. 

     

    If
      authorized in the applicable Award Agreement, a Grantee may transfer, not for
      value, all or part of an Option which is not an Incentive Stock Option to any
      Family Member. For the purpose of this Section 8.10,
      a “not
      for value” transfer is a transfer which is (i) a gift, (ii) a transfer
      under a domestic relations order in settlement of marital property rights;
      or
      (iii) a transfer to an entity in which more than fifty percent of the
      voting interests are owned by Family Members (or the Grantee) in exchange for
      an
      interest in that entity. Following a transfer under this Section 8.10,
      any
      such Option shall continue to be subject to the same terms and conditions as
      were applicable immediately prior to transfer. Subsequent transfers of
      transferred Options are prohibited except to Family Members of the original
      Grantee in accordance with this Section 8.10
      or by
      will or the laws of descent and distribution. Notwithstanding the foregoing,
      the
      Committee may also provide that Options may be transferred to persons other
      than
      Family Members. The events of termination of Service of Section 8.4
      hereof
      shall continue to be applied with respect to the original Grantee, following
      which the Option shall be exercisable by the transferee only to the extent,
      and
      for the periods specified, in Section 8.4.
      

     

    8.11.  Limitations
      on Incentive Stock Options. 

     

    An
      Option
      shall constitute an Incentive Stock Option only (i) if the Grantee of such
      Option is an employee of the Company or any Subsidiary of the Company;
      (ii) to the extent specifically provided in the related Award Agreement;
      and (iii) to the extent that the aggregate Fair Market Value (determined at
      the time the Option is granted) of the shares of Stock with respect to which
      all
      Incentive Stock Options held by such Grantee become exercisable for the first
      time during any calendar year (under the Plan and all other plans of the
      Grantee’s employer and its Affiliates) does not exceed $100,000. This limitation
      shall be applied by taking Options into account in the order in which they
      were
      granted. 

     

    
      
        
        

      

      
        -10-

        
          

        

      

      
        
        

      

    

     

    
      	9.         
                	
              TERMS
                AND CONDITIONS OF STOCK APPRECIATION RIGHTS
                

            


    

     

    9.1.  Right
      to Payment. 

     

    A
      SAR
      shall confer on the Grantee a right to receive, upon exercise thereof, the
      excess of (i) the Fair Market Value of one share of Stock on the date of
      exercise over (ii) the SAR Exercise Price, as determined by the Committee.
      The Award Agreement for an SAR shall specify the SAR Exercise Price, which
      shall
      be fixed on the Grant Date. SARs may be granted alone or in conjunction with
      all
      or part of an Option or at any subsequent time during the term of such Option
      or
      in conjunction with all or part of any other Award. A SAR granted in tandem
      with
      an outstanding Option following the Grant Date of such Option may have a grant
      price that is equal to the Option Price.

     

    9.2.  Other
      Terms. 

     

    The
      Committee shall determine at the Grant Date or thereafter, the time or times
      at
      which and the circumstances under which a SAR may be exercised in whole or
      in
      part (including based on achievement of performance goals and/or future service
      requirements), the time or times at which SARs shall cease to be or become
      exercisable following termination of Service or upon other conditions, the
      method of exercise, whether or not a SAR shall be in tandem or in combination
      with any other Award, and any other terms and conditions of any SAR.


     

    9.3.  Term
      of SARs.
      The
      term of a SAR granted under the Plan shall be determined by the Committee,
      in
      its sole discretion; provided, however, that such term shall not exceed
      ten years.

     

    9.4.  Payment
      of SAR Amount.
      Upon
      exercise of a SAR, a Grantee shall be entitled to receive payment from the
      Company in an amount determined by multiplying:

     

    (i)
      the
      difference between the Fair Market Value of a Share on the date of exercise
      over
      the SAR Exercise Price; by

    


    (ii)
      the
      number of Shares with respect to which the SAR is exercised.

    


    SARs
      may
      be settled in cash or
      Stock,
      as determined by the Committee and set forth in the Award
      Agreement.

     

    
      	10.       
                	
              TERMS
                AND CONDITIONS OF RESTRICTED STOCK AND RESTRICTED STOCK UNITS
                

            


    

     

    10.1.  Restrictions.
      

     

    At
      the
      time of grant, the Committee may, in its sole discretion, establish a period
      of
      time (a “restricted period”) and any additional restrictions including the
      satisfaction of corporate or individual performance objectives applicable to
      an
      Award of Restricted Stock or Restricted Stock Units in accordance with
Section 13.1
      and
13.2.
      Each
      Award of Restricted Stock or Restricted Stock Units may be subject to a
      different restricted period and additional restrictions. Neither Restricted
      Stock nor Restricted Stock Units may be sold, transferred, assigned, pledged
      or
      otherwise encumbered or disposed of during the restricted period or prior to
      the
      satisfaction of any other applicable restrictions. 

     

    
      
        
        

      

      
        -11-

        
          

        

      

      
        
        

      

    

    10.2.  Restricted
      Stock Certificates. 

     

    The
      Company shall issue stock, in the name of each Grantee to whom Restricted Stock
      has been granted, stock certificates or other evidence of ownership representing
      the total number of shares of Restricted Stock granted to the Grantee, as soon
      as reasonably practicable after the Grant Date. The Committee may provide in
      an
      Award Agreement that either (i) the Secretary of the Company shall hold
      such certificates for the Grantee’s benefit until such time as the Restricted
      Stock is forfeited to the Company or the restrictions lapse, or (ii) such
      certificates shall be delivered to the Grantee, provided,
      however,
      that
      such certificates shall bear a legend or legends that comply with the applicable
      securities laws and regulations and makes appropriate reference to the
      restrictions imposed under the Plan and the Award Agreement. 

     

    10.3.  Rights
      of Holders of Restricted Stock. 

     

    Unless
      the Committee otherwise provides in an Award Agreement, holders of Restricted
      Stock shall have the right to vote such Stock and the right to receive any
      dividends declared or paid with respect to such Stock. The Committee may provide
      that any dividends paid on Restricted Stock must be reinvested in shares of
      Stock, which may or may not be subject to the same restrictions applicable
      to
      such Restricted Stock. All distributions, if any, received by a Grantee with
      respect to Restricted Stock as a result of any stock split, stock dividend,
      combination of shares, or other similar transaction shall be subject to the
      restrictions applicable to the original Award. 

     

    10.4.  Rights
      of Holders of Restricted Stock Units. 

     

    
      	10.4.1. 
                	
              Settlement
                of Restricted Stock Units.


            


    

     

    Restricted
      Stock Units may be settled in cash or Stock, as determined by the Committee
      and
      set forth in the Award Agreement. The Award Agreement shall also set forth
      whether the Restricted Stock Units shall be settled (i) within the time
      period specified in Section 16.9.1
      for
      short
      term deferrals or (ii) otherwise within the requirements of
      Section 409A, in which case the Award Agreement shall specify upon which
      events such Restricted Stock Units shall be settled. 

     

    
      	10.4.2. 
                	
              Voting
                and Dividend Rights. 

            


    

     

    Holders
      of Restricted Stock Units shall have no rights as stockholders of the Company.
      The Committee may provide in an Award Agreement that the holder of such
      Restricted Stock Units shall be entitled to receive, upon the Company’s payment
      of a cash dividend on its outstanding Stock, a cash payment for each Restricted
      Stock Unit held equal to the per-share dividend paid on the Stock, which may
      be
      deemed reinvested in additional Restricted Stock Units at a price per unit
      equal
      to the Fair Market Value of a share of Stock on the date that such dividend
      is
      paid to shareholders. 

     

    
      
        
        

      

      
        -12-

        
          

        

      

      
        
        

      

    

     

    
      	10.4.3. 
                	
              Creditor’s
                Rights. 

            


    

     

    A
      holder
      of Restricted Stock Units shall have no rights other than those of a general
      creditor of the Company. Restricted Stock Units represent an unfunded and
      unsecured obligation of the Company, subject to the terms and conditions of
      the
      applicable Award Agreement. 

     

    10.5.  Termination
      of Service. 

     

    Unless
      the Committee otherwise provides in an Award Agreement or in writing after
      the
      Award Agreement is issued, upon the termination of a Grantee’s Service, any
      Restricted Stock or Restricted Stock Units held by such Grantee that have not
      vested, or with respect to which all applicable restrictions and conditions
      have
      not lapsed, shall immediately be deemed forfeited, and the Grantee shall have
      no
      further rights with respect to such Award. 

     

    10.6.  Purchase
      of Restricted Stock. 

     

    The
      Grantee shall be required, to the extent required by applicable law, to purchase
      the Restricted Stock from the Company at a Purchase Price equal to the greater
      of (i) the aggregate par value of the shares of Stock represented by such
      Restricted Stock or (ii) the Purchase Price, if any, specified in the
      related Award Agreement. If specified in the Award Agreement, the Purchase
      Price
      may be deemed paid by Services already rendered. The Purchase Price shall be
      payable in a form described in Section 12
      or,
      in
      the discretion of the Committee, in consideration for past Services rendered.
      

     

    10.7.  Delivery
      of Stock. 

     

    Upon
      the
      expiration or termination of any restricted period and the satisfaction of
      any
      other conditions prescribed by the Committee, the restrictions applicable to
      shares of Restricted Stock or Restricted Stock Units settled in Stock shall
      lapse, and, unless otherwise provided in the Award Agreement, a stock
      certificate for such shares shall be delivered, free of all such restrictions,
      to the Grantee or the Grantee’s beneficiary or estate, as the case may be.


     

    
      	11.        
               	
              TERMS
                AND CONDITIONS OF UNRESTRICTED STOCK AWARDS
                

            


    

     

    The
      Committee may, in its sole discretion, grant (or sell at par value or such
      other
      higher purchase price determined by the Committee) an Award of Unrestricted
      Stock to any Grantee pursuant to which such Grantee may receive shares of Stock
      free of any restrictions (“Unrestricted Stock”) under the Plan. Awards of
      Unrestricted Stock may be granted or sold as described in the preceding sentence
      in respect of past Services rendered and other valid consideration, or in lieu
      of, or in addition to, any cash compensation due to such Grantee. Unless
      otherwise provided by the Committee, Awards of Unrestricted Stock shall be
      paid
      within the time period specified in Section 16.9.1
      for
      short-term deferrals. 

     

    
      
        
        

      

      
        -13-

        
          

        

      

      
        
        

      

    

     

    
      	12.       
                	
              FORM
                OF PAYMENT FOR OPTIONS AND RESTRICTED STOCK
                

            


    

     

    12.1.  General
      Rule. 

     

    Payment
      of the Option Price for the shares purchased pursuant to the exercise of an
      Option or the Purchase Price for Restricted Stock shall be made in cash or
      in
      cash equivalents acceptable to the Company, except as provided in this
Section 12.
      

     

    12.2.  Surrender
      of Stock. 

     

    To
      the
      extent the Award Agreement so provides, payment of the Option Price for shares
      purchased pursuant to the exercise of an Option or the Purchase Price for
      Restricted Stock may be made all or in part through the tender to the Company
      of
      shares of Stock, which shares shall be valued, for purposes of determining
      the
      extent to which the Option Price or Purchase Price has been paid thereby, at
      their Fair Market Value on the date of exercise or surrender. 

     

    12.3.  Cashless
      Exercise. 

     

    With
      respect to an Option only (and not with respect to Restricted Stock), to the
      extent permitted by law and to the extent the Award Agreement so provides,
      payment of the Option Price may be made all or in part by delivery (on a form
      acceptable to the Committee) of an irrevocable direction to a licensed
      securities broker acceptable to the Company to sell shares of Stock and to
      deliver all or part of the sales proceeds to the Company in payment of the
      Option Price and any withholding taxes described in Section 16.3.
      

     

    12.4.  Other
      Forms of Payment. 

     

    To
      the
      extent the Award Agreement so provides, payment of the Option Price or the
      Purchase Price may be made in any other form that is consistent with applicable
      laws, regulations and rules. 

     

    
      	13.       
                	
              TERMS
                AND CONDITIONS OF PERFORMANCE AND ANNUAL INCENTIVE AWARDS
                

            


    

     

    13.1.  Performance
      Conditions. 

     

    The
      right
      of a Grantee to exercise or receive a grant or settlement of any Award, and
      the
      timing thereof, may be subject to such performance conditions as may be
      specified by the Committee. The Committee may use such business criteria and
      other measures of performance as it may deem appropriate in establishing any
      performance conditions, and may exercise its discretion to reduce the amounts
      payable under any Award subject to performance conditions, except as limited
      under Sections
      13.2 hereof
      in
      the case of a Performance Award or Annual Incentive Award intended to qualify
      under Code Section 162(m). 

     

    
      
        
        

      

      
        -14-

        
          

        

      

      
        
        

      

    

     

    
      	13.2.     
               	
              Performance
                or Annual Incentive Awards Granted to Designated Covered Employees.
                

            


    

     

    If
      and to
      the extent that the Committee determines that a Performance or Annual Incentive
      Award to be granted to a Grantee who is designated by the Committee as likely
      to
      be a Covered Employee should qualify as “performance-based compensation” for
      purposes of Code Section 162(m), the grant, exercise and/or settlement of
      such Performance or Annual Incentive Award shall be contingent upon achievement
      of pre-established performance goals and other terms set forth in this
Section 13.2.
      

     

    
      	13.2.1.  
               	
              Performance
                Goals Generally. 

            


    

     

    The
      performance goals for such Performance or Annual Incentive Awards shall consist
      of one or more business criteria and a targeted level or levels of performance
      with respect to each of such criteria, as specified by the Committee consistent
      with this Section 13.2.
      Performance goals shall be objective and shall otherwise meet the requirements
      of Code Section 162(m) and regulations thereunder including the requirement
      that the level or levels of performance targeted by the Committee result in
      the
      achievement of performance goals being “substantially uncertain.” The Committee
      may determine that such Performance or Annual Incentive Awards shall be granted,
      exercised and/or settled upon achievement of any one performance goal or that
      two or more of the performance goals must be achieved as a condition to grant,
      exercise and/or settlement of such Performance or Annual Incentive Awards.
      Performance goals may differ for Performance or Annual Incentive Awards granted
      to any one Grantee or to different Grantees. 

     

    
      	13.2.2. 
                	
              Business
                Criteria. 

            


    

     

    One
      or
      more of the following business criteria for the Company, on a consolidated
      basis, and/or specified subsidiaries or business units of the Company (except
      with respect to the total stockholder return and earnings per share criteria),
      shall be used exclusively by the Committee in establishing performance goals
      for
      such Performance or Annual Incentive Awards: (i) total stockholder return;
      (ii) such total stockholder return as compared to total return (on a
      comparable basis) of a publicly available index such as, but not limited to,
      the
      Standard & Poor’s 500 Stock Index; (iii) net income;
      (iv) pretax earnings; (v) earnings before interest expense, taxes,
      depreciation and amortization; (vi) pretax operating earnings after
      interest expense and before bonuses, service fees, and extraordinary or special
      items; (vii) operating margin; (viii) earnings per share;
      (ix) return on equity; (x) return on capital; (xi) return on
      investment; (xii) operating earnings; (xiii) working capital;
      (xiv) ratio of debt to stockholders’ equity and (xv) revenue.


     

    
      	13.2.3. 
                	
              Timing
                for Establishing Performance Goals.


            


    

     

    Performance
      goals shall be established not later than 90 days after the beginning of any
      performance period applicable to such Performance or Annual Incentive Awards,
      or
      at such other date as may be required or permitted for “performance-based
      compensation” under Code Section 162(m). 

     

    
      
        
        

      

      
        -15-

        
          

        

      

      
        
        

      

    

     

    
      	13.2.4. 
                	
              Settlement
                of Performance or Annual Incentive Awards; Other Terms.
                

            


    

     

    Settlement
      of such Performance or Annual Incentive Awards shall be in cash, Stock, other
      Awards or other property, in the discretion of the Committee. The Committee
      may,
      in its discretion, reduce the amount of a settlement otherwise to be made in
      connection with such Performance or Annual Incentive Awards. The Committee
      shall
      specify the circumstances in which such Performance or Annual Incentive Awards
      shall be paid or forfeited in the event of termination of Service by the Grantee
      prior to the end of a performance period or settlement of Performance Awards.
      

     

    13.3.  Written
      Determinations. 

     

    All
      determinations by the Committee as to the establishment of performance goals,
      the amount of any Performance Award pool or potential individual Performance
      Awards and as to the achievement of performance goals relating to Performance
      Awards, and the amount of any Annual Incentive Award pool or potential
      individual Annual Incentive Awards and the amount of final Annual Incentive
      Awards, shall be made in writing in the case of any Award intended to qualify
      under Code Section 162(m). To the extent permitted by Code
      Section 162(m), the Committee may delegate any responsibility relating to
      such Performance Awards or Annual Incentive Awards. 

     

    13.4.  Status
      of Section 13.2 Awards Under Code Section 162(m).


     

    It
      is the
      intent of the Company that Performance Awards and Annual Incentive Awards under
      Section 13.2
      hereof
      granted to persons who are designated by the Committee as likely to be Covered
      Employees within the meaning of Code Section 162(m) and regulations
      thereunder shall, if so designated by the Committee, constitute “qualified
      performance-based compensation” within the meaning of Code Section 162(m)
      and regulations thereunder. Accordingly, the terms of Section 13.2,
      including the definitions of Covered Employee and other terms used therein,
      shall be interpreted in a manner consistent with Code Section 162(m) and
      regulations thereunder. The foregoing notwithstanding, because the Committee
      cannot determine with certainty whether a given Grantee will be a Covered
      Employee with respect to a fiscal year that has not yet been completed, the
      term
      Covered Employee as used herein shall mean only a person designated by the
      Committee, at the time of grant of Performance Awards or an Annual Incentive
      Award, as likely to be a Covered Employee with respect to that fiscal year.
      If
      any provision of the Plan or any agreement relating to such Performance Awards
      or Annual Incentive Awards does not comply or is inconsistent with the
      requirements of Code Section 162(m) or regulations thereunder, such
      provision shall be construed or deemed amended to the extent necessary to
      conform to such requirements. 

     

    
      
        
        

      

      
        -16-

        
          

        

      

      
        
        

      

    

     

    
      	14.       
                	
              REQUIREMENTS
                OF LAW 

            


    

     

    14.1.  General.
      

     

    The
      Company shall not be required to sell or issue any shares of Stock under any
      Award if the sale or issuance of such shares would constitute a violation by
      the
      Grantee, any other individual exercising an Option, or the Company of any
      provision of any law or regulation of any governmental authority, including
      without limitation any federal or state securities laws or regulations. If
      at
      any time the Company shall determine, in its discretion, that the listing,
      registration or qualification of any shares subject to an Award upon any
      securities exchange or under any governmental regulatory body is necessary
      or
      desirable as a condition of, or in connection with, the issuance or purchase
      of
      shares hereunder, no shares of Stock may be issued or sold to the Grantee or
      any
      other individual exercising an Option pursuant to such Award unless such
      listing, registration, qualification, consent or approval shall have been
      effected or obtained free of any conditions not acceptable to the Company,
      and
      any delay caused thereby shall in no way affect the date of termination of
      the
      Award. Specifically, in connection with the Securities Act, upon the exercise
      of
      any Option or the delivery of any shares of Stock underlying an Award, unless
      a
      registration statement under such Act is in effect with respect to the shares
      of
      Stock covered by such Award, the Company shall not be required to sell or issue
      such shares unless the Committee has received evidence satisfactory to it that
      the Grantee or any other individual exercising an Option may acquire such shares
      pursuant to an exemption from registration under the Securities Act. Any
      determination in this connection by the Committee shall be final, binding,
      and
      conclusive. The Company may, but shall in no event be obligated to, register
      any
      securities covered hereby pursuant to the Securities Act. The Company shall
      not
      be obligated to take any affirmative action in order to cause the exercise
      of an
      Option or the issuance of shares of Stock pursuant to the Plan to comply with
      any law or regulation of any governmental authority. As to any jurisdiction
      that
      expressly imposes the requirement that an Option shall not be exercisable until
      the shares of Stock covered by such Option are registered or are exempt from
      registration, the exercise of such Option (under circumstances in which the
      laws
      of such jurisdiction apply) shall be deemed conditioned upon the effectiveness
      of such registration or the availability of such an exemption. 

     

    14.2.  Rule
      16b-3. 

     

    During
      any time when the Company has a class of equity security registered under
      Section 12 of the Exchange Act, it is the intent of the Company that Awards
      and the exercise of Options granted hereunder will qualify for the exemption
      provided by Rule 16b-3 under the Exchange Act. To the extent that any provision
      of the Plan or action by the Board or Committee does not comply with the
      requirements of Rule 16b-3, it shall be deemed inoperative to the extent
      permitted by law and deemed advisable by the Board, and shall not affect the
      validity of the Plan. In the event that Rule 16b-3 is revised or replaced,
      the
      Board may exercise its discretion to modify this Plan in any respect necessary
      to satisfy the requirements of, or to take advantage of any features of, the
      revised exemption or its replacement. 

     

    
      
        
        

      

      
        -17-

        
          

        

      

      
        
        

      

    

    
      	15.       
                	
              EFFECT
                OF CHANGES IN CAPITALIZATION


            


    

     

    15.1.  Changes
      in Stock. 

     

    If
      the
      number of outstanding shares of Stock is increased or decreased or the shares
      of
      Stock are changed into or exchanged for a different number or kind of shares
      or
      other securities of the Company on account of any recapitalization,
      reclassification, stock split, reverse split, combination of shares, exchange
      of
      shares, stock dividend or other distribution payable in capital stock, or other
      increase or decrease in such shares effected without receipt of consideration
      by
      the Company occurring after the Effective Date, the number and kinds of shares
      for which grants of Options and other Awards may be made under the Plan shall
      be
      adjusted proportionately and accordingly by the Company; provided that any
      such
      adjustment shall comply with Section 409A. In addition, the number and kind
      of shares for which Awards are outstanding shall be adjusted proportionately
      and
      accordingly so that the proportionate interest of the Grantee immediately
      following such event shall, to the extent practicable, be the same as
      immediately before such event. Any such adjustment in outstanding Options or
      SARs shall not change the aggregate Option Price or SAR Exercise Price payable
      with respect to shares that are subject to the unexercised portion of an
      outstanding Option or SAR, as applicable, but shall include a corresponding
      proportionate adjustment in the Option Price or SAR Exercise Price per share.
      The conversion of any convertible securities of the Company shall not be treated
      as an increase in shares effected without receipt of consideration.
      Notwithstanding the foregoing, in the event of any distribution to the Company’s
      stockholders of securities of any other entity or other assets (including an
      extraordinary cash dividend but excluding a non-extraordinary dividend payable
      in cash or in stock of the Company) without receipt of consideration by the
      Company, the Company shall in such manner as the Company deems appropriate,
      adjust (i) the number and kind of shares subject to outstanding Awards
      and/or (ii) the exercise price of outstanding Options and Stock
      Appreciation Rights to reflect such distribution. 

     

    15.2.  Definition
      of Change in Control. 

     

    Unless
      an
      Award Agreement provides for a different meaning, a “Change in Control” shall
      mean 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 under
                the Exchange Act), directly or indirectly, of securities of the Company
                representing more than fifty percent (50%)  of the total voting power
                represented by the Company’s then-outstanding voting securities,
                provided,
                however,
                that a Change in Control shall not be deemed to occur if an employee
                benefit plan (or a trust forming a part thereof) maintained by the
                Company, directly or indirectly, becomes the beneficial owner of
                more than
                fifty percent (50%) of the then-outstanding voting securities of the
                Company after such acquisition; 

            


    

     

    
      	
               

            	
              (ii)

            	
              A
                majority of the members of the Board is replaced during any 12-month
                period commencing on the Effective Date, by directors whose appointment
                or
                election is not endorsed by a majority of the members of the Board
                prior
                to the date of the appointment; 

            


    

     

    
      	
               

            	
              (iii)

            	
              The
                consummation of a merger or consolidation of the Company with any
                other
                corporation, other than a merger or consolidation which would result
                in
                (a) the voting securities of the Company outstanding immediately
                prior thereto continuing to represent (either by remaining outstanding
                or
                being converted into voting securities of the surviving entity) at
                least
                fifty percent (50%) of the total voting power represented by the
                voting securities of the Company or such surviving entity outstanding
                immediately after such merger or consolidation; or (b) the directors
                of the Company immediately prior thereto continuing to represent
                at least
                fifty percent (50%) of the directors of the Company or such surviving
                entity immediately after such merger or consolidation; or
                

            


    

     

    
      
        
        

      

      
        -18-

        
          

        

      

      
        
        

      

    

     

    
      	
               

            	
              (iv)

            	
              The
                consummation of the sale or disposition by the Company of all or
                substantially all of the Company’s assets.


            


    

     

    Notwithstanding
      the foregoing, if it is determined that an Award hereunder is subject to the
      requirements of Section 409A, the Company will not be deemed to have undergone
      a
      Change in Control unless the Company is deemed to have undergone a change in
      control pursuant to the definition in Section 409A.

     

    15.3.  Effect
      of Change in Control; Corporate Transactions 

     

    The
      Committee shall determine the effect of a Change in Control upon Awards, and
      such effect may be set forth in the appropriate Award Agreement.  Unless
      an
      Award Agreement explicitly provides otherwise, if the Company is to be
      consolidated with or acquired by another entity in a merger, sale of all or
      substantially all of the Company’s assets other than a transaction to merely
      change the state of incorporation (a “Corporate Transaction”), the Committee or
      the board of directors of any entity assuming the obligations of the Company
      hereunder (the “Successor Board”), shall, as to outstanding Options and/or SARs,
      either (i) make appropriate provision for the continuation of such Options
      and/or SARs by substituting on an equitable basis for the Shares then subject
      to
      such Options and/or SARs either the consideration payable with respect to the
      outstanding shares of Common Stock in connection with the Corporate Transaction
      or securities of any successor or acquiring entity; or (ii) upon written
      notice to the Grantees, provide that all Options and/or SARs must be exercised
      (either to the extent then exercisable or, at the discretion of the Committee
      or, upon a change of control of the Company, all Options and/or SARs being
      made
      fully exercisable for purposes of this Section 15.3), within a specified number
      of days of the date of such notice, at the end of which period the Options
      and/or SARs shall terminate; or (iii) terminate all Options and/or SARs in
      exchange for a cash payment equal to the excess of the Fair Market Value of
      the
      Shares subject to such Options and/or SARs (either to the extent then
      exercisable or, at the discretion of the Committee, all Options and/or SARs
      being made fully exercisable for purposes of this Section 15.3) over the
      exercise price thereof.

     

    Unless
      an
      Award Agreement explicitly provides otherwise, with respect to outstanding
      grants of Restricted Stock, Restricted Stock Units and/or Unrestricted Stock,
      the Committee or the Successor Board, shall either (i) make appropriate
      provisions for the continuation of such grants of Restricted Stock, Restricted
      Stock Units and/or Unrestricted Stock by substituting on an equitable basis
      for
      the Shares then subject to such Restricted Stock, Restricted Stock Units and/or
      Unrestricted Stock either the consideration payable with respect to the
      outstanding Shares of Common Stock in connection with the Corporate Transaction
      or securities of any successor or acquiring entity; or (ii) upon written notice
      to the Grantees, provide that all grants of Restricted Stock, Restricted Stock
      Units and/or Unrestricted Stock must be accepted (to the extent then subject
      to
      acceptance) within a specified number of days of the date of such notice, at
      the
      end of which period the offer of the Restricted Stock, Restricted Stock Units
      and/or Unrestricted Stock shall terminate; or (iii) terminate all grants of
      Restricted Stock, Restricted Stock Units and/or Unrestricted Stock in exchange
      for a cash payment equal to the excess of the Fair Market Value of the Shares
      subject to such Restricted Stock, Restricted Stock Units and/or Unrestricted
      Stock over the purchase price thereof, if any. In addition, in the event of
      a
      Corporate Transaction, the Administrator may waive any or all Company repurchase
      rights with respect to outstanding Restricted Stock and/or Restricted Stock
      Units.

     

    
      
        
        

      

      
        -19-

        
          

        

      

      
        
        

      

    

    15.4.  Reorganization
      Which Does Not Constitute a Change in Control. 

     

    If
      the
      Company undergoes any reorganization, merger, or consolidation of the Company
      with one or more other entities which does not constitute a Change in Control,
      any Option or SAR theretofore granted pursuant to the Plan shall pertain to
      and
      apply to the securities to which a holder of the number of shares of Stock
      subject to such Option or SAR would have been entitled immediately following
      such reorganization, merger, or consolidation, with a corresponding
      proportionate adjustment of the Option Price or SAR Exercise Price per share
      so
      that the aggregate Option Price or SAR Exercise Price thereafter shall be the
      same as the aggregate Option Price or SAR Exercise Price of the shares remaining
      subject to the Option or SAR immediately prior to such reorganization, merger,
      or consolidation. Subject to any contrary language in an Award Agreement, any
      restrictions applicable to such Award shall apply as well to any replacement
      shares received by the Grantee as a result of the reorganization, merger or
      consolidation. 

     

    15.5.  Adjustments.
      

     

    Adjustments
      under this Section 15
      related
      to shares of Stock or securities of the Company shall be made by the Committee,
      whose determination in that respect shall be final, binding and conclusive.
      No
      fractional shares or other securities shall be issued pursuant to any such
      adjustment, and any fractions resulting from any such adjustment shall be
      eliminated in each case by rounding downward to the nearest whole share.


     

    15.6.  No
      Limitations on Company. 

     

    The
      making of Awards pursuant to the Plan shall not affect or limit in any way
      the
      right or power of the Company to make adjustments, reclassifications,
      reorganizations, or changes of its capital or business structure or to merge,
      consolidate, dissolve, or liquidate, or to sell or transfer all or any part
      of
      its business or assets. 

     

    
      	16.        
               	
              GENERAL
                PROVISIONS 

            


    

     

    16.1.  Disclaimer
      of Rights. 

     

    No
      provision in the Plan or in any Award Agreement shall be construed to confer
      upon any individual the right to remain in the employ or service of the Company
      or any Affiliate, or to interfere in any way with any contractual or other
      right
      or authority of the Company either to increase or decrease the compensation
      or
      other payments to any individual at any time, or to terminate any employment
      or
      other relationship between any individual and the Company. In addition,
      notwithstanding anything contained in the Plan to the contrary, unless otherwise
      stated in the applicable Award Agreement, no Award granted under the Plan shall
      be affected by any change of duties or position of the Grantee, so long as
      such
      Grantee continues to be a Service Provider, if applicable. The obligation of
      the
      Company to pay any benefits pursuant to this Plan shall be interpreted as a
      contractual obligation to pay only those amounts described herein, in the manner
      and under the conditions prescribed herein. The Plan shall in no way be
      interpreted to require the Company to transfer any amounts to a third party
      trustee or otherwise hold any amounts in trust or escrow for payment to any
      Grantee or beneficiary under the terms of the Plan. 

     

    
      
        
        

      

      
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    16.2.  Nonexclusivity
      of the Plan. 

     

    Neither
      the adoption of the Plan nor the submission of the Plan to the stockholders
      of
      the Company for approval shall be construed as creating any limitations upon
      the
      right and authority of the Board to adopt such other incentive compensation
      arrangements (which arrangements may be applicable either generally to a class
      or classes of individuals or specifically to a particular individual or
      particular individuals), including, without limitation, the granting of stock
      options as the Board in its discretion determines desirable. 

     

    16.3.  Withholding
      Taxes. 

     

    The
      Company or an Affiliate, as the case may be, shall have the right to deduct
      from
      payments of any kind otherwise due to a Grantee any federal, state, or local
      taxes of any kind required by law to be withheld (i) with respect to the
      vesting of or other lapse of restrictions applicable to an Award, (ii) upon
      the issuance of any shares of Stock upon the exercise of an Option, or
      (iii) pursuant to an Award. At the time of such vesting, lapse, or
      exercise, the Grantee shall pay to the Company or the Affiliate, as the case
      may
      be, any amount that the Company or the Affiliate may reasonably determine to
      be
      necessary to satisfy such withholding obligation. Subject to the prior approval
      of the Company or the Affiliate, which may be withheld by the Company or the
      Affiliate, as the case may be, in its sole discretion, the Grantee may elect
      to
      satisfy such obligations, in whole or in part, (i) by causing the Company
      or the Affiliate to withhold shares of Stock otherwise issuable to the Grantee
      or (ii) by delivering to the Company or the Affiliate shares of Stock
      already owned by the Grantee. The shares of Stock so delivered or withheld
      shall
      have an aggregate Fair Market Value equal to such withholding obligations.
      The
      Fair Market Value of the shares of Stock used to satisfy such withholding
      obligation shall be determined by the Company or the Affiliate as of the date
      that the amount of tax to be withheld is to be determined. A Grantee who has
      made an election pursuant to this Section 16.3
      may
      satisfy his or her withholding obligation only with shares of Stock that are
      not
      subject to any repurchase, forfeiture, unfulfilled vesting, or other similar
      requirements. 

     

    16.4.  Captions.
      

     

    The
      use
      of captions in this Plan or any Award Agreement is for the convenience of
      reference only and shall not affect the meaning of any provision of the Plan
      or
      any Award Agreement. 

     

    16.5.  Other
      Provisions. 

     

    Each
      Award Agreement may contain such other terms and conditions not inconsistent
      with the Plan as may be determined by the Committee, in its sole discretion.
      

     

    16.6.  Number
      and Gender. 

     

    With
      respect to words used in this Plan, the singular form shall include the plural
      form, the masculine gender shall include the feminine gender, etc., as the
      context requires. 

     

    
      
        
        

      

      
        -21-

        
          

        

      

      
        
        

      

    

     

    16.7.  Severability.
      

     

    If
      any
      provision of the Plan or any Award Agreement shall be determined to be illegal
      or unenforceable by any court of law in any jurisdiction, the remaining
      provisions hereof and thereof shall be severable and enforceable in accordance
      with their terms, and all provisions shall remain enforceable in any other
      jurisdiction. 

     

    16.8.  Governing
      Law. 

     

    The
      validity and construction of this Plan and the instruments evidencing the Awards
      hereunder shall be governed by the laws of the State of Delaware, without regard
      to any choice of law principles thereof or of any other jurisdiction.


     

    16.9.  Section 409A.
      

     

    
      	16.9.1. 
                	
              Short-Term
                Deferrals. 

            


    

     

    For
      each
      Award intended to comply with the short-term deferral exception provided for
      under Section 409A, the related Award Agreement shall provide that such
      Award shall be paid out by the later of (i) the 15th
      day of
      the third month following the Grantee’s first taxable year in which 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 Company’s first taxable year in which
      the Award is no longer subject to a substantial risk of forfeiture.


     

    
      	16.9.2. 
                	
              Adjustments.
                

            


    

     

    To
      the
      extent that the Board determines that a Grantee would be subject to the
      additional 20% tax imposed on certain deferred compensation arrangements
      pursuant to Section 409A as a result of any provision of any Award, to the
      extent permitted by Section 409A, such provision shall be deemed amended to
      the minimum extent necessary to avoid application of such additional tax. The
      Board shall determine the nature and scope of such amendment. 

     

    16.10.  Stockholder
      Approval; Effective Date of Plan.

     

    The
      Plan
      shall be effective as of the date of its approval by the Board (the "Effective
      Date"). Any Option that is designated as an Incentive Stock Option shall be
      a
      Non-Qualified Stock Option if the Plan is not approved by the shareholders
      of
      the Company within twelve (12) months after the Effective Date of the Plan.
      No
      award that is intended to qualify as performance-based compensation within
      the
      meaning of section 162(m) of the Code shall be effective unless and until the
      Plan is approved by the stockholders of the Company.

     

    
      
        
        

      

      
        -22-