f8k011108ex10a_eastern.htm


    
      

      

    

     

    Meade
      Technologies Inc.

    


    2007
      Stock Incentive Plan

    


    Adopted
      by the Board on December 27, 2007

    


     

    Approved
      by the Stockholders on December 27, 2007

     

    
      

      

    

    


    
      


       

      


    

    TABLE
      OF CONTENTS

     

     

    
      
        	
                
                

                SECTION
                  1.

              	
                
                

                PURPOSE.

              	
                
                

                1

              
	 	 	 
	
                
                

                SECTION
                  2.

              	
                
                

                DEFINITIONS.

              	
                
                

                1

              
	
                2.1

              	
                “162(m)
                  Employee”

              	
                1

              
	
                2.2

              	
                “Award”

              	
                1

              
	
                2.3

              	
                “Board”

              	
                1

              
	
                2.4

              	
                “Change
                  in Control”

              	
                1

              
	
                2.

              	
                “Code”

              	
                2

              
	
                2.6

              	
                “Committee”

              	
                2

              
	
                2.7

              	
                “Company”

              	
                2

              
	
                2.8

              	
                “Consultant”

              	
                2

              
	
                2.9

              	
                “Disability”

              	
                2

              
	
                2.10

              	
                “Employee”

              	
                2

              
	
                2.11

              	
                “Exchange
                  Act”

              	
                2

              
	
                2.12

              	
                “Exercise
                  Price”

              	
                2

              
	
                2.1

              	
                “Fair
                  Market Value”

              	
                2

              
	
                2.14

              	
                “ISO”

              	
                3

              
	
                2.15

              	
                “NSO”

              	
                3

              
	
                2.16

              	
                “Offeree”

              	
                3

              
	
                2.17

              	
                “Option”

              	
                3

              
	
                2.18

              	
                “Optionee”

              	
                3

              
	
                2.19

              	
                “Outside
                  Director”

              	
                3

              
	
                2.20

              	
                “Parent”

              	
                3

              
	
                2.21

              	
                “Participant”

              	
                3

              
	
                2.22

              	
                “Plan”

              	
                3

              
	
                2.23

              	
                “Purchase
                  Price”

              	
                3

              
	
                2.24

              	
                “Restricted
                  Share”

              	
                3

              
	
                2.25

              	
                “Restricted
                  Share Agreement”

              	
                3

              
	
                2.26

              	
                “SAR”

              	
                3

              
	
                2.27

              	
                “SAR
                  Agreement”

              	
                3

              
	
                2.28

              	
                “Securities
                  Act”

              	
                4

              
	
                2.29

              	
                “Service”

              	
                4

              
	
                2.30

              	
                “Share”

              	
                4

              
	
                2.31

              	
                “Stock”

              	
                4

              
	
                2.32

              	
                “Stock
                  Option Agreement”

              	
                4

              
	
                2.33

              	
                “Stock
                  Unit”

              	
                4

              
	
                2.34

              	
                “Stock
                  Unit Agreement”

              	
                4

              
	
                2.35

              	
                “Subsidiary”

              	
                4

              
	
                2.36

              	
                “Ten-Percent
                  Stockholder”

              	
                4

              


      

    

     

    
      
        	
                
                

                SECTION
                  3.

              	
                
                

                ADMINISTRATION.

              	
                
                

                4

              
	
                3.1

              	
                General
                  Rule

              	
                4

              
	
                3.2

              	
                Board
                  Authority and Responsibility

              	
                5

              


      

    

     

     

    
      
        
        

      

      
        i

        
          

        

      

      
        
        

      

    

     

     

    
      
        	
                
                

                SECTION
                  4.

              	
                
                

                ELIGIBILITY.

              	
                
                

                5

              
	
                4.1

              	
                General
                  Rule

              	
                5

              


      

    

     

    
      
        	
                
                

                SECTION
                  5.

              	
                
                

                STOCK
                  SUBJECT TO PLAN.

              	
                
                

                5

              
	
                5.1

              	
                Share
                  Limit

              	
                5

              
	
                5.2

              	
                Additional
                  Shares

              	
                5

              


      

    

     

    
      
        	
                
                

                SECTION
                  6.

              	
                
                

                RESTRICTED
                  SHARES.

              	
                
                

                6

              
	
                6.1

              	
                Restricted
                  Share Agreement

              	
                6

              
	
                6.2

              	
                Payment
                  for Awards

              	
                6

              
	
                6.3

              	
                Vesting

              	
                6

              
	
                6.4

              	
                Voting
                  and Dividend Rights.  

              	
                6

              
	
                6.5

              	
                Restrictions
                  on Transfer of Shares.

              	
                6

              


      

    

     

    
      
        	
                
                

                SECTION
                  7.

              	
                
                

                STOCK
                  OPTIONS.

              	
                
                

                6

              
	
                7.1

              	
                Stock
                  Option Agreement

              	
                6

              
	
                7.2

              	
                Number
                  of Shares; Kind of Option

              	
                7

              
	
                7.3

              	
                Exercise
                  Price

              	
                7

              
	
                7.4

              	
                Term

              	
                7

              
	
                7.5

              	
                Exercisability

              	
                7

              
	
                7.6

              	
                Vestin

              	
                7

              
	
                7.7

              	
                Repurchase
                  Rights and Transfer Restrictions

              	
                7

              
	
                7.8

              	
                Transferability
                  of Options

              	
                7

              
	
                7.9

              	
                Exercise
                  of Options on Termination of Service

              	
                8

              
	
                7.10

              	
                No
                  Rights as a Stockholder

              	
                8

              
	
                7.11

              	
                Modification,
                  Extension and Renewal of Options

              	
                8

              
	
                7.12

              	
                Effect
                  of Change In Control

              	
                8

              


      

    

     

     

    
      
        	
                
                

                SECTION
                  8.

              	
                
                

                PAYMENT
                  FOR SHARES.

              	
                
                

                8

              
	
                8.1

              	
                General

              	
                8

              
	
                8.2

              	
                Surrender
                  of Stock

              	
                8

              
	
                8.3

              	
                Services
                  Rendered

              	
                9

              
	
                8.4

              	
                Promissory
                  Notes

              	
                9

              
	
                8.5

              	
                Exercise/Sale

              	
                9

              
	
                8.6

              	
                Exercise/Pledge

              	
                9

              
	
                8.7

              	
                Other
                  Forms of Payment

              	
                9

              
	
                8.8

              	
                Limitations
                  under Applicable Law

              	
                9

              


      

    

     

    
      
        	
                
                

                SECTION
                  9.

              	
                
                

                STOCK
                  APPRECIATION RIGHTS.

              	
                
                

                9

              
	
                9.1

              	
                SAR
                  Agreement

              	
                9

              
	
                9.2

              	
                Number
                  of Shares

              	
                9

              
	
                9.3

              	
                Exercise
                  Price

              	
                10

              
	
                9.4

              	
                Exercisability
                  and Term

              	
                10

              
	
                9.5

              	
                Effect
                  of Change in Control

              	
                10

              
	
                9.6

              	
                Exercise
                  of SARs

              	
                10

              
	
                9.7

              	
                Modification
                  or Assumption of SARs

              	
                10

              


      

    

     

     

    
      
        
        

      

      
        ii

        
          

        

      

      
        
        

      

    

     

     

    
      
        	
                
                

                SECTION
                  10.

              	
                
                

                STOCK
                  UNITS.

              	
                
                

                10

              
	
                10.1

              	
                Stock
                  Unit Agreement

              	
                10

              
	
                10.2

              	
                Payment
                  for Awards

              	
                11

              
	
                10.3

              	
                Vesting
                  Conditions

              	
                11

              
	
                10.4

              	
                Voting
                  and Dividend Rights

              	
                11

              
	
                10.5

              	
                Form
                  and Time of Settlement of Stock Units

              	
                11

              
	
                10.6

              	
                Creditors’
                  Rights

              	
                11

              


      

    

     

    
      
        	
                
                

                SECTION
                  11.

              	
                
                

                ADJUSTMENT
                  OF SHARES.

              	
                
                

                12

              
	
                11.1

              	
                General

              	
                12

              
	
                11.2

              	
                Dissolution
                  or Liquidation

              	
                12

              
	
                11.3

              	
                Mergers
                  and Consolidations

              	
                12

              
	
                11.4

              	
                Reservation
                  of Rights

              	
                12

              


      

    

     

    
      
        	
                
                

                SECTION
                  12.

              	
                
                

                PERFORMANCE
                  BASED-AWARDS.

              	
                
                

                13

              
	
                12.1

              	
                Company’s
                  Right to Grant Performance-Based Awards

              	
                13

              


      

    

     

    
      
        	
                
                

                SECTION
                  13.

              	
                
                

                REPURCHASE
                  RIGHTS.

              	
                
                

                13

              
	
                13.1

              	
                Company’s
                  Right To Repurchase Shares

              	
                13

              


      

    

     

    
      
        	
                
                

                SECTION
                  14.

              	
                
                

                WITHHOLDING
                  TAXES.

              	
                
                

                13

              
	
                14.1

              	
                General

              	
                13

              
	
                14.2

              	
                Share
                  Withholding

              	
                13

              
	
                14.3

              	
                Cashless
                  Exercise/Pledge

              	
                14

              
	
                14.4

              	
                Other
                  Forms of Payment

              	
                14

              


      

    

     

    
      
        	
                
                

                SECTION
                  15.

              	
                
                

                SECURITIES
                  LAW REQUIREMENTS.

              	
                
                

                14

              
	
                15.1

              	
                General

              	
                14

              
	
                15.2

              	
                Voting
                  and Dividend Rights

              	
                14

              


      

    

     

    
      
        	
                
                

                SECTION
                  16.

              	
                
                

                NO
                  RETENTION RIGHTS.

              	
                
                

                14

              


      

    

     

    
      
        	
                
                

                SECTION
                  17.

              	
                
                

                DURATION
                  AND AMENDMENTS.

              	
                
                

                14

              
	
                17.1

              	
                Term
                  of the Plan

              	
                14

              
	
                17.2

              	
                Right
                  to Amend or Terminate the Plan

              	
                14

              
	
                17.3

              	
                Effect
                  of Amendment or Termination

              	
                15

              


      

    

     

    
      
        
          	
                  
                  

                  SECTION
                    18.

                	
                  
                  

                  EXECUTION.

                	
                  
                  

                  15

                


        

      

    

     

     

    
      
        
        

      

      
        iii

        
          

        

      

      
        
        

      

    

     

    
      MEADE
        TECHNOLOGIES INC.

       

      2007
        STOCK INCENTIVE PLAN

       

      SECTION
        1. PURPOSE.

       

      The
        Plan
        was adopted by the Board of Directors effective December 27,
        2007.  The purpose of the Plan is to promote the long-term success of
        the Company and the creation of stockholder value by (a) encouraging selected
        Employees, Consultants and Outside Directors to focus on critical long-range
        objectives, (b) encouraging the attraction and retention of Employees,
        Consultants and Outside Directors with exceptional qualifications, and (c)
        linking Employees, Consultants and Outside Directors directly to stockholder
        interests through increased stock ownership.  The Plan seeks to
        achieve this purpose by providing for awards in the form of restricted shares,
        stock units, options (which may constitute incentive stock options or
        nonstatutory stock options) or stock appreciation rights.

       

      SECTION
        2. DEFINITIONS.

      
        	
                2.1  

              	
                “162(m)
                  Employee” shall mean an Employee
                  who is a “covered employee” within the meaning of Section 162(m)(3) of the
                  Code. 

              


      

       

      
        	
                2.2  

              	
                “Award”
                  shall mean any award of an Option,
                  a SAR,
                  a Restricted Share or a Stock Unit under the Plan.
                  

              


      

       

      
        	
                2.3  

              	
                 “Board”
                  shall
                  mean the Board of Directors of the Company, as constituted from
                  time to
                  time.

              


      

       

      
        	
                2.4  

              	
                “Change
                  in Control” shall mean the
                  occurrence of any of the following events:


              


      

       

      
        	
                (a)  

              	
                The
                  consummation of a merger or consolidation of the Company with or
                  into
                  another entity or any other corporate reorganization, if persons
                  who were
                  not stockholders of the Company immediately prior to such merger,
                  consolidation or other reorganization own immediately after such
                  merger,
                  consolidation or other reorganization fifty percent (50%) or more
                  of the
                  voting power of the outstanding securities of each of (A) the continuing
                  or surviving entity and (B) any direct or indirect parent corporation
                  of
                  such continuing or surviving
                  entity;

              


      

       

      
        	
                (b)  

              	
                The
                  consummation of the sale, transfer or other disposition of all
                  or
                  substantially all of the Company’s assets or the stockholders of the
                  Company approve a plan of complete liquidation of the Company;
                  or

              


      

       

      
        	
                (c)  

              	
                Any
                  “person” (as defined below) who, by the acquisition or aggregation of
                  securities, is or becomes the “beneficial owner” (as defined in Rule 13d-3
                  under the Exchange Act), directly or indirectly, of securities
                  of the
                  Company representing fifty percent (50%) or more of the combined
                  voting
                  power of the Company’s then outstanding securities ordinarily (and apart
                  from rights accruing under special circumstances) having the right
                  to vote
                  at elections of directors (the “Base Capital Stock”); except that any
                  change in the relative beneficial ownership of the Company’s securities by
                  any person resulting solely from a reduction in the aggregate number
                  of
                  outstanding shares of Base Capital Stock, and any decrease thereafter
                  in
                  such person’s ownership of securities, shall be disregarded until such
                  person increases in any manner, directly or indirectly, such person’s
                  beneficial ownership of any securities of the
                  Company.

              


      

       

       

      
        
          
          

        

        
          1

          
            

          

        

        
          
          

        

      

       

      For
        purposes of Section 2.3(c), the term “person” shall have the same meaning as
        when used in sections 13(d) and 14(d) of the Exchange Act but shall exclude
        (1)
        a trustee or other fiduciary holding securities under an employee benefit
        plan
        maintained by the Company or a Parent or Subsidiary and (2) a corporation
        owned
        directly or indirectly by the stockholders of the Company in substantially
        the
        same proportions as their ownership of the Stock.

       

      Notwithstanding
        the foregoing, the term “Change in Control” shall not include a transaction the
        sole purpose of which is (a) to change the state of the Company’s incorporation,
        (b) to form a holding company that will be owned in substantially the same
        proportions by the persons who held the Company’s securities immediately before
        such transaction; or (c) to make an initial public offering of the Company’s
        Stock.

       

      
        	
                2.5  

              	
                “Code”
                  shall mean the Internal Revenue
                  Code of 1986, as amended. 

              


      

       

      
        	
                2.6  

              	
                “Committee”
shall
                  mean the committee
                  designated by the Board, which is authorized to administer the
                  Plan, as
                  described in Section 3 hereof. 

              


      

       

      
        	
                2.7  

              	
                “Company”
                  shall mean Meade Technologies
                  Inc., a Delaware corporation. 

              


      

       

      
        	
                2.8  

              	
                “Consultant”
shall
                  mean a consultant or
                  advisor who provides bona fide services to the Company, a Parent,
                  or
                  Subsidiary as an independent contractor and who is not an Employee
                  or
                  Outside Director. 

              


      

       

      
        	
                2.9  

              	
                “Disability”
                  shall mean a condition that
                  renders an individual unable to engage in substantial gainful activity
                  by
                  reason of any medically determinable physical or mental impairment.
                  

              


      

       

      
        	
                2.10  

              	
                “Employee”
                  shall mean any individual who
                  is a common-law employee of the Company, a Parent or a Subsidiary
                  and who
                  is an “employee” within the meaning of section 3401(c) of the Code and
                  regulations issued thereunder. 

              


      

       

      
        	
                2.11  

              	
                “Exchange
                  Act” shall mean the U.S.
                  Securities and Exchange Act of 1934, as amended.
                  

              


      

       

      
        	
                2.12  

              	
                “Exercise
                  Price” shall mean, in the case
                  of an Option, the amount for which one Share may be purchased upon
                  the
                  exercise of such Option, as specified in the applicable Stock Option
                  Agreement. “Exercise Price,” in the case of a SAR, shall mean an amount,
                  as specified in the applicable SAR Agreement, which is subtracted
                  from the
                  Fair Market Value of one Share in determining the amount payable
                  upon the
                  exercise of such SAR. 

              


      

       

      
        	
                2.13  

              	
                “Fair
                  Market Value” means, with respect
                  to a Share, the market price of one Share of Stock, determined
                  by the
                  Board in good faith and in accordance with section 409A of the
                  Code and
                  the regulations thereunder.  Such determination shall be
                  conclusive and binding on all persons. If, at the time an Award
                  is granted
                  under the Plan, the Company’s Stock is publicly traded, “fair market
                  value” shall be determined as of the date of grant or, if the prices or
                  quotes discussed in this sentence are unavailable for such date,
                  the last
                  business day for which such prices or quotes are available prior
                  to the
                  date such Award is granted, and shall mean (i) the average (on
                  that date)
                  of the high and low prices of the Stock on the principal national
                  securities exchange on which such Stock is traded, if the Stock
                  is then
                  traded on a national securities exchange; or (ii) the last reported
                  sale
                  price (on that date) of the Stock on the Nasdaq National Market,
                  if the
                  Stock is not then traded on a national securities exchange; or
                  (iii) the
                  average of the closing bid and asked prices last quoted (on that
                  date) by
                  an established quotation service for over-the-counter securities,
                  if the
                  Stock is not reported on the Nasdaq National Market.
                  

              


      

       

       

       

      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

       

       

      
        	
                2.14  

              	
                “ISO”
shall
                  mean an incentive stock
                  option described in section 422(b) of the Code.


              


      

       

      
        	
                2.15  

              	
                “NSO”
shall
                  mean a stock option that is
                  not an ISO. 

              


      

       

      
        	
                2.16  

              	
                “Offeree”
shall
                  mean an individual to
                  whom the Board has offered the right to acquire Shares under the
                  Plan
                  (other than upon exercise of an Option).


              


      

       

      
        	
                2.17  

              	
                 “Option”
                  shall
                  mean an ISO or NSO granted under the Plan and entitling the holder
                  to
                  purchase Shares. 

              


      

       

      
        	
                2.18  

              	
                “Optionee”
shall
                  mean an individual or estate that holds an Option or SAR.
                  

              


      

       

      
        	
                2.19  

              	
                “Outside
                  Director” shall mean a member
                  of the Board of the Company, a Parent or a Subsidiary who is not
                  an
                  Employee. 

              


      

       

      
        	
                2.20  

              	
                “Parent”shall
                  mean any corporation
                  (other than the Company) in an unbroken chain of corporations ending
                  with
                  the Company, if each of the corporations other than the Company
                  owns stock
                  possessing fifty percent (50%) or more of the total combined voting
                  power
                  of all classes of stock in one of the other corporations in such
                  chain.  A corporation that attains the status of a Parent on a
                  date after the adoption of the Plan shall be considered a Parent
                  commencing as of such date. 

              


      

       

      
        	
                2.21  

              	
                “Participant”
shall
                  mean an individual
                  or estate who holds an Award. 

              


      

       

      
        	
                2.22  

              	
                 “Plan”
                  shall mean the Meade Technologies Inc. 2007 Stock Incentive
                  Plan,
                  as amended from time to time.


              


      

       

      
        	
                2.23  

              	
                “Purchase
                  Price” shall mean the consideration for which one Share may be
                  acquired under the Plan (other than upon exercise of an Option),
                  as
                  specified by the Board.

              


      

       

      
        	
                2.24  

              	
                 “Restricted
                  Share” shall mean a
                  Share awarded under the Plan. 

              


      

       

      
        	
                2.25  

              	
                “Restricted
                  Share Agreement” shall mean
                  the agreement between the Company and the recipient of a Restricted
                  Share
                  which contains the terms, conditions and restrictions pertaining
                  to such
                  Restricted Share. 

              


      

       

      
        	
                2.26  

              	
                “SAR”
                  shall mean a stock appreciation right granted under the Plan.
                  

              


      

       

      
        	
                2.27  

              	
                “SAR
                  Agreement” shall mean the agreement
                  between the Company and an Optionee which contains the terms, conditions
                  and restrictions pertaining to such SAR.


              


      

       

       

      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      

       

      
        	
                2.28  

              	
                “Securities
                  Act” shall mean the U.S.
                  Securities Act of 1933, as amended.


              


      

       

      
        	
                2.29  

              	
                “Service”shall
                  mean service as an Employee, a Consultant or an Outside
                  Director.  Service shall be deemed to continue during a bona
                  fide leave of absence approved by the Company in writing if and
                  to the
                  extent that continued crediting of Service for purposes of the
                  Plan is
                  expressly required by the terms of such leave or by applicable
                  law, as
                  determined by the Company.  However, for purposes of determining
                  whether an Option is entitled to ISO status, and to the extent
                  required
                  under the Code, an Employee’s Service will be treated as terminating
                  ninety (90) days after such Employee went on leave, unless such
                  Employee’s
                  right to return to active work is guaranteed by law or by a contract
                  or
                  such Employee immediately returns to active work.
                  

              


      

       

      
        	
                2.30  

              	
                “Share”
                  shall mean one share of Stock,
                  as adjusted in accordance with Section 11 (if applicable).
                  

              


      

       

      
        	
                2.31  

              	
                “Stock”
shall
                  mean the common stock of
                  the Company. 

              


      

       

      
        	
                2.32  

              	
                “Stock
                  Option Agreement”shall mean the agreement between the Company and
                  an Optionee which contains the terms, conditions and restrictions
                  pertaining to such Option. 

              


      

       

      
        	
                2.33  

              	
                “Stock
                  Unit” shall mean a bookkeeping
                  entry representing the equivalent of one Share, as awarded under
                  the Plan.
                  

              


      

       

      
        	
                 

              	
                 

              


      

       

      
        	
                2.34  

              	
                “Stock
                  Unit Agreement” shall mean the
                  agreement between the Company and the recipient of a Stock Unit
                  which
                  contains the terms, conditions and restrictions pertaining to such
                  Stock
                  Unit. 

              


      

       

      
        	
                2.35  

              	
                “Subsidiary”
                  means any corporation
                  (other than the Company) in an unbroken chain of corporations beginning
                  with the Company, if each of the corporations other than the last
                  corporation in the unbroken chain owns stock possessing fifty percent
                  (50%) or more of the total combined voting power of all classes
                  of stock
                  in one of the other corporations in such chain.  A corporation
                  that attains the status of a Subsidiary on a date after the adoption
                  of
                  the Plan shall be considered a Subsidiary commencing as of such
                  date.
                  

              


      

       

      
        	
                2.36  

              	
                “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 for purposes of this Section 2.36, the attribution rules
                  of
                  section 424(d) of the Code shall be applied.


              


      

       

      SECTION
        3. ADMINISTRATION.

       

      
        	
                3.1  

              	
                General
                  Rule. The Plan shall be
                  administered by the Board. However, the Board may delegate any
                  or all
                  administrative functions under the Plan otherwise exercisable by
                  the Board
                  to one or more Committees. Each Committee shall consist of at least
                  one
                  member of the Board who has been appointed by the Board. In addition,
                  the
                  composition of the Committee shall satisfy (i) such requirements
                  as the
                  Securities and Exchange Commission may establish for administrators
                  acting
                  under plans intending to qualify for exemption under Rule 16b-3
                  (or its
                  successor) under the Exchange Act; (ii) such requirements as the
                  Code may
                  establish for outside directors acting under plans intended to
                  qualify for
                  exemption under section 162(m)(4)(C) of the Code; and (ii) such
                  rules as
                  the applicable national securities exchange may establish for directors
                  serving on the compensation committee of a company listed on such
                  exchange. Each Committee shall have the authority and be responsible
                  for
                  such functions as the Board has assigned to it. If a Committee
                  has been
                  appointed, any reference to the Board in the Plan shall be construed
                  as a
                  reference to the Committee to whom the Board has assigned a particular
                  function. The Board may also authorize one or more officers of
                  the Company
                  to designate Employees, other than such authorized officer or officers,
                  to
                  receive Awards and/or to determine the number of such Awards to
                  be
                  received by such persons; provided, however, that the Board shall
                  specify
                  the total number of Awards that such officer or officers may so
                  award.
                  

              


      

       

       

      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      

       

      
        	
                3.2  

              	
                Board
                  Authority and Responsibility.
                  Subject to the provisions of the Plan, the Board shall have full
                  authority
                  and discretion to take any actions it deems necessary or advisable
                  for the
                  administration of the Plan. All decisions, interpretations and
                  any other
                  actions of the Board with respect to the Plan shall be final and
                  binding
                  on all persons deriving rights under the Plan.


              


      

       

      SECTION
        4. ELIGIBILITY.

       

      
        	
                4.1  

              	
                General
                  Rule. Only Employees shall be
                  eligible for the grant of ISOs. Only Employees, Consultants and
                  Outside
                  Directors shall be eligible for the grant of NSOs, Restricted Shares,
                  Stock Units or SARs. 

              


      

       

      SECTION
        5. STOCK
        SUBJECT TO
        PLAN.

       

      
        	
                5.1  

              	
                Share
                  Limit. Subject to Sections 5.2 and
                  11, the aggregate number of Shares authorized for issuance as Awards
                  under
                  the Plan shall not exceed five million fifty-five thousand (5,055,000)
                  Shares. The number of Shares which are subject to Options or other
                  Awards
                  outstanding at any time shall not exceed the number of Shares which
                  then
                  remain available for issuance under the Plan. The Company, during
                  the term
                  of the Plan, shall at all times reserve and keep available sufficient
                  Shares to satisfy the requirements of the Plan. Shares offered
                  under the
                  Plan may be authorized but unissued Shares or treasury Shares.
                  Subject to
                  the provisions of Section 11, no participant may receive Options
                  under the
                  Plan in any calendar year that relate to more than one million
                  six hundred
                  and eighty-five thousand (1,685,000) Shares.


              


      

       

      
        	
                5.2  

              	
                Additional
                  Shares. If Restricted
                  Shares or Shares issued upon the exercise of Options are forfeited,
                  then
                  such Shares shall again become available for Awards under the Plan.
                  If
                  Stock Units, Options or SARs are forfeited or terminate for any
                  other
                  reason before being exercised, then the corresponding Shares shall
                  again
                  become available for Awards under the Plan. If Stock Units are
                  settled,
                  then only the number of Shares (if any) actually issued in settlement
                  of
                  such Stock Units shall reduce the number available under Section
                  5.1 and
                  the balance shall again become available for Awards under the Plan.
                  If
                  SARs are exercised, then only the number of Shares (if any) actually
                  issued in settlement of such SARs shall reduce the number available
                  under
                  Section 5.1 and the balance shall again become available for Awards
                  under
                  the Plan. If a Share previously issued under the Plan is reacquired
                  by the
                  Company pursuant to a forfeiture provision, right of repurchase
                  or right
                  of first refusal, then such Share shall again become available
                  for Awards
                  under the Plan. 

              


      

       

       

      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

      

       

      SECTION
        6. RESTRICTED
        SHARES.

       

      
        	
                6.1  

              	
                Restricted
                  Share Agreement. Each grant
                  of Restricted Shares under the Plan shall be evidenced by a Restricted
                  Stock Agreement between the recipient and the Company. Such Restricted
                  Shares shall be subject to all applicable terms of the Plan and
                  may be
                  subject to any other terms that are not inconsistent with the Plan.
                  The
                  provisions of the various Restricted Stock Agreements entered into
                  under
                  the Plan need not be identical. 

              


      

       

      
        	
                6.2  

              	
                Payment
                  for Awards. Subject to the
                  following sentence, Restricted Shares may be sold or awarded under
                  the
                  Plan for such consideration as the Board may determine, including
                  (without
                  limitation) cash, cash equivalents, full-recourse promissory notes,
                  past
                  services and future services. To the extent that an Award consists
                  of
                  newly issued Restricted Shares, the Award recipient shall furnish
                  consideration with a value not less than the par value of such
                  Restricted
                  Shares in the form of cash, cash equivalents, or past services
                  rendered to
                  the Company (or a Parent or Subsidiary), as the Board may determine.
                  

              


      

       

      
        	
                6.3  

              	
                Vesting.
                  Each Award of Restricted Shares
                  may or may not be subject to vesting. Vesting shall occur, in full
                  or in
                  installments, upon satisfaction of the conditions specified in
                  the
                  Restricted Stock Agreement. A Restricted Stock Agreement may provide
                  for
                  accelerated vesting in the event of the Participant’s death, Disability or
                  retirement or other events.  The Board may determine, at the
                  time of granting Restricted Shares or thereafter, that all or part
                  of such
                  Restricted Shares shall become vested in the event that a Change
                  in
                  Control occurs with respect to the Company.


              


      

       

      
        	
                6.4  

              	
                Voting
                  and Dividend
                  Rights.  The holders of Restricted Shares awarded under
                  the Plan shall have the same voting, dividend and other rights
                  as the
                  Company’s other stockholders.  A Restricted Stock Agreement,
                  however, may require that the holders of Restricted Shares invest
                  any cash
                  dividends received in additional Restricted Shares.  Such
                  additional Restricted Shares shall be subject to the same conditions
                  and
                  restrictions as the Award with respect to which the dividends were
                  paid.

              


      

       

      
        	
                6.5  

              	
                Restrictions
                  on Transfer of
                  Shares.  Restricted Shares shall be subject to such
                  rights of repurchase, rights of first refusal or other restrictions
                  as the
                  Committee may determine.  Such restrictions shall be set forth
                  in the applicable Restricted Stock Agreement and shall apply in
                  addition
                  to any general restrictions that may apply to all holders of
                  Shares.

              


      

       

      SECTION
        7. STOCK
        OPTIONS.

       

      
        	
                7.1  

              	
                Stock
                  Option Agreement. Each grant of an
                  Option under the Plan shall be evidenced by a Stock Option Agreement
                  between the Optionee and the Company. Such Option shall be subject
                  to all
                  applicable terms and conditions of the Plan and may be subject
                  to any
                  other terms and conditions imposed by the Board, as set forth in
                  the Stock
                  Option Agreement, which are not inconsistent with the Plan. The
                  provisions
                  of the various Stock Option Agreements entered into under the Plan
                  need
                  not be identical. Options may be granted in consideration of a
                  reduction
                  in the Optionee’s other compensation.


              


      

       

       

      
        
          
          

        

        
          6

          
            

          

        

        
          
          

        

      

       

       

      
        	
                7.2  

              	
                Number
                  of Shares; Kind of Option. Each
                  Stock Option Agreement shall specify the number of Shares that
                  are subject
                  to the Option and shall provide for the adjustment of such number
                  in
                  accordance with Section 11. The Stock Option Agreement shall also
                  specify
                  whether the Option is intended to be an ISO or an NSO.
                  

              


      

       

      
        	
                7.3  

              	
                Exercise
                  Price.  Each Stock Option
                  Agreement shall set forth the Exercise Price, which shall be payable
                  in a
                  form described in Section 8. The Exercise Price per Share of an
                  Option
                  shall not be less than one hundred percent (100%) of the Fair Market
                  Value
                  of a Share on the date of grant; provided, however, that the Exercise
                  Price per Share of an ISO granted to a Ten-Percent Stockholder
                  shall not
                  be less than one hundred ten percent (110%) of the Fair Market
                  Value of a
                  Share on the date of grant. Subject to the foregoing requirements,
                  the
                  Exercise Price under any Option shall be determined by the Board
                  in its
                  sole discretion. 

              


      

       

      
        	
                7.4  

              	
                Term.
                  Each Stock Option Agreement shall
                  specify the term of the Option. The term of an Option shall in
                  no event
                  exceed ten (10) years from the date of grant. The term of an ISO
                  granted
                  to a Ten-Percent Stockholder shall not exceed five (5) years from
                  the date
                  of grant. Subject to the foregoing, the Board in its sole discretion
                  shall
                  determine when an Option shall expire.


              


      

       

      
        	
                7.5  

              	
                Exercisability.
                  Each Stock Option
                  Agreement shall specify the date when all or any installment of
                  the Option
                  is to become exercisable; provided, however, that no Option shall
                  be
                  exercisable unless the Optionee has delivered to the Company an
                  executed
                  copy of the Stock Option Agreement. The Board in its sole discretion
                  shall
                  determine when all or any installment of an Option is to become
                  exercisable and may, in its discretion, provide for accelerated
                  exercisability in the event of the Optionee’s death, Disability or
                  retirement, or other events.  A Stock Option Agreement may
                  permit the Optionee to exercise the Option as to Shares that are
                  subject
                  to a right of repurchase by the Company in accordance with the
                  requirements of Section 13.1.  Options may be awarded in
                  combination with SARs, and such an Award may provide that the Options
                  will
                  not be exercisable unless the related SARs are forfeited.
                  

              


      

       

      
        	
                7.6  

              	
                Vesting.
                  Each Stock Option Agreement
                  shall specify the date or dates when the Option or the Shares subject
                  to
                  the Option shall be vested. The Board in its sole discretion shall
                  determine when all or any portion of the Option or the Shares subject
                  to
                  an Option shall be vested and may, in its discretion, provide for
                  accelerated vesting in the event of the Optionee’s death, Disability or
                  retirement or other events and may provide for the cessation of
                  vesting
                  prior to the end of its term in the event of the termination of
                  the
                  Optionee’s Service. 

              


      

       

      
        	
                7.7  

              	
                Repurchase
                  Rights and Transfer
                  Restrictions.  Shares purchased on exercise of Options shall
                  be subject to such forfeiture conditions, rights of repurchase,
                  rights of
                  first refusal and other transfer restrictions as the Board may
                  determine,
                  subject to the requirements of Section 13. Such restrictions shall
                  be set
                  forth in the applicable Stock Option Agreement and shall apply
                  in addition
                  to any restrictions otherwise applicable to holders of Shares generally.
                  

              


      

       

      
        	
                7.8  

              	
                Transferability
                  of Options. During an
                  Optionee’s lifetime, his or her Options shall be exercisable only by the
                  Optionee, and shall not be transferable other than by will or the
                  laws of
                  descent and distribution.  Notwithstanding the foregoing,
                  however, to the extent that a Stock Option Agreement so provides,
                  an NSO
                  may be transferred by the Optionee to one or more family members
                  or a
                  trust established for the benefit of the Optionee and/or one or
                  more
                  family members to the extent permitted by Rule 701 under the Securities
                  Act. 

              


      

       

       

       

      
        
          
          

        

        
          7

          
            

          

        

        
          
          

        

      

       

       

      
        	
                7.9  

              	
                Exercise
                  of Options on Termination of
                  Service. Each Option shall set forth the extent to which the
                  Optionee shall have the right to exercise the Option following
                  termination
                  of the Optionee’s Service.  Such provisions shall be determined
                  in the sole discretion of the Board, need not be uniform among
                  all Options
                  issued pursuant to the Plan, and may reflect distinctions based
                  on the
                  reasons for termination of Service.


              


      

       

      
        	
                7.10  

              	
                No
                  Rights as a Stockholder. An Optionee,
                  or a transferee of an Optionee, shall have no rights as a stockholder
                  with
                  respect to any Shares covered by the Option until such person becomes
                  entitled to receive such Shares by filing a notice of exercise
                  and paying
                  the Exercise Price pursuant to the terms of the Option. No adjustments
                  shall be made, except as provided in Section 11.
                  

              


      

       

      
        	
                7.11  

              	
                Modification,
                  Extension and Renewal of
                  Options. Within the limitations of the Plan, the Board may modify,
                  extend or renew outstanding Options or may accept the cancellation
                  of
                  outstanding Options (to the extent not previously exercised), whether
                  or
                  not granted hereunder, in return for the grant of new Options for
                  the same
                  or a different number of Shares and at the same or a different
                  Exercise
                  Price; provided, however, that the Board shall not approve any
                  modification of the terms of Options that would be considered the
                  grant of
                  a new stock right under Treas. Reg. §1.409A-1(b)(5)(v) and constitute a
                  deferral of compensation subject to section 409A of the
                  Code.  The foregoing notwithstanding, no modification of an
                  Option shall, without the consent of the Optionee, impair his or
                  her
                  rights or increase the Optionee’s obligations under such Option.
                  

              


      

       

      
        	
                7.12  

              	
                Effect
                  of Change In Control. The Board
                  may determine, at the time of granting an Option or thereafter,
                  that such
                  Option shall become exercisable as to all or part of the Shares
                  subject to
                  such Option in the event that a Change in Control occurs with respect
                  to
                  the Company. 

              


      

       

      SECTION
        8. PAYMENT
        FOR
        SHARES.

       

      
        	
                8.1  

              	
                General.
                  The entire Purchase Price or Exercise Price of Shares issued under
                  the
                  Plan shall be payable in cash, cash equivalents or one of the other
                  forms
                  provided in this Section 8. 

              


      

       

      
        	
                8.2  

              	
                Surrender
                  of Stock. To the extent that a
                  Stock Option Agreement so provides, payment may be made in whole
                  or in
                  part by surrendering, or attesting to ownership of, Shares which
                  have
                  already been owned by the Optionee; provided, however, that payment
                  may
                  not be made in such form if such action would cause the Company
                  to
                  recognize any (or additional) compensation expense with respect
                  to the
                  Option for financial reporting purposes. Such Shares shall be surrendered
                  to the Company in good form for transfer and shall be valued at
                  their Fair
                  Market Value on the date of Option exercise.


              


      

       

       

      
        
          
          

        

        
          8

          
            

          

        

        
          
          

        

      

       

      
        	
                8.3  

              	
                Services
                  Rendered. As determined by the
                  Board in its discretion, Shares may be awarded under the Plan in
                  consideration of past services rendered to the Company, Parent
                  or
                  Subsidiary. 

              


      

       

      
        	
                8.4  

              	
                Promissory
                  Notes. To the extent that a
                  Stock Option Agreement or Restricted Share Agreement so provides,
                  payment
                  may be made in whole or in part with a full-recourse promissory
                  note
                  executed by the Optionee or Offeree. The interest rate payable
                  under the
                  promissory note shall not be less than the minimum rate required
                  to avoid
                  the imputation of income for U.S. federal income tax purposes.
                  Shares
                  shall be pledged as security for payment of the principal amount
                  of the
                  promissory note, and interest thereon; provided that if the Optionee
                  or
                  Offeree is a Consultant, such note must be collateralized with
                  such
                  additional security as required by applicable laws. In no event
                  shall the
                  stock certificate(s) representing such Shares be released to the
                  Optionee
                  or Offeree until such note is paid in full. Subject to the foregoing,
                  the
                  Board shall determine the term, interest rate and other provisions
                  of the
                  note. 

              


      

       

      
        	
                8.5  

              	
                Exercise/Sale.
                  To the extent that a
                  Stock Option Agreement so provides and a public market for the
                  Shares
                  exists, payment may be made in whole or in part by delivery (on
                  a form
                  prescribed by the Company) of an irrevocable direction to a securities
                  broker approved by the Company to sell Shares and to deliver all
                  or part
                  of the sale proceeds to the Company in payment of all or part of
                  the
                  Exercise Price and any withholding taxes.


              


      

       

      
        	
                8.6  

              	
                Exercise/Pledge.
                  To the extent that a
                  Stock Option Agreement so provides and a public market for the
                  Shares
                  exists, payment may be made in whole or in part by delivery (on
                  a form
                  prescribed by the Company) of an irrevocable direction to a securities
                  broker or lender approved by the Company to pledge Shares, as security
                  for
                  a loan, and to deliver all or part of the loan proceeds to the
                  Company in
                  payment of all or part of the Exercise Price and any withholding
                  taxes.
                  

              


      

       

      
        	
                8.7  

              	
                Other
                  Forms of Payment

              


      

       

      
        	
                 

              	
                .
                  To the extent provided in the Stock Option Agreement or Restricted
                  Share
                  Agreement, payment may be made in any other form that is consistent
                  with
                  applicable laws, regulations and rules.


              


      

       

      
        	
                8.8  

              	
                Limitations
                  under Applicable Law.
                  Notwithstanding anything herein or in a Stock Option Agreement
                  or
                  Restricted Share Agreement to the contrary, payment may not be
                  made in any
                  form that is unlawful, as determined by the Board in its sole discretion.
                  

              


      

       

      SECTION
        9. STOCK
        APPRECIATION
        RIGHTS.

       

      
        	
                9.1  

              	
                SAR
                  Agreement. Each grant of a SAR under
                  the Plan shall be evidenced by a SAR Agreement between the Optionee
                  and
                  the Company. Such SAR shall be subject to all applicable terms
                  of the Plan
                  and may be subject to any other terms that are not inconsistent
                  with the
                  Plan. The provisions of the various SAR Agreements entered into
                  under the
                  Plan need not be identical. SARs may be granted in consideration
                  of a
                  reduction in the Optionee’s other compensation.


              


      

       

      
        	
                9.2  

              	
                Number
                  of Shares. Each SAR Agreement
                  shall specify the number of Shares to which the SAR pertains and
                  shall
                  provide for the adjustment of such number in accordance with Section
                  11.
                  

              


      

       

       

      
        
          
          

        

        
          9

          
            

          

        

        
          
          

        

      

       

      
        	
                9.3  

              	
                Exercise
                  Price. Each SAR Agreement shall
                  specify the Exercise Price. A SAR Agreement may specify an Exercise
                  Price
                  that varies in accordance with a predetermined formula while the
                  SAR is
                  outstanding. In no event, however, shall the Exercise Price of
                  a SAR be
                  less than one hundred percent (100%) of the Fair Market Value of
                  a Share
                  on the date of grant. 

              


      

       

      
        	
                9.4  

              	
                Exercisability
                  and Term.  Each
                  SAR Agreement shall specify the date when all or any installment
                  of the
                  SAR is to become exercisable. The SAR Agreement shall also specify
                  the
                  term of the SAR, which shall not exceed ten (10) years from the
                  date of
                  grant. A SAR Agreement may provide for accelerated exercisability
                  in the
                  event of the Optionee’s death, Disability or retirement or other events
                  and may provide for expiration prior to the end of its term in
                  the event
                  of the termination of the Optionee’s Service.  SARs may be
                  awarded in combination with Options, and such an Award may provide
                  that
                  the SARs will not be exercisable unless the related Options are
                  forfeited.  A SAR may be included in an ISO only at the time of
                  grant but may be included in an NSO at the time of grant or
                  thereafter.  A SAR granted under the Plan may provide that it
                  will be exercisable only in the event of a Change in Control.
                  

              


      

       

      
        	
                9.5  

              	
                Effect
                  of Change in Control. The
                  Committee may determine, at the time of granting a SAR or thereafter,
                  that
                  such SAR shall become fully exercisable as to all Shares subject
                  to such
                  SAR in the event that a Change in Control occurs with respect to
                  the
                  Company. 

              


      

       

      
        	
                9.6  

              	
                Exercise
                  of SARs. Upon exercise of a
                  SAR, the Optionee (or any person having the right to exercise the
                  SAR
                  after his or her death) shall receive from the Company (a) Shares,
                  (b)
                  cash or (c) a combination of Shares and cash, as the Board shall
                  determine
                  in its sole discretion. The amount of cash and/or the Fair Market
                  Value of
                  Shares received upon exercise of SARs shall, in the aggregate,
                  be equal to
                  the amount by which the Fair Market Value (on the date of exercise)
                  of the
                  Shares subject to the SARs exceeds the Exercise Price.
                  

              


      

       

      
        	
                9.7  

              	
                Modification
                  or Assumption of SARs.
                  Within the limitations of the Plan, the Board may modify, extend
                  or assume
                  outstanding SARs or may accept the cancellation of outstanding
                  SARs
                  (whether granted by the Company or by another issuer) in return
                  for the
                  grant of new SARs for the same or a different number of shares
                  and at the
                  same or a different exercise price; provided, however, that the
                  Board
                  shall not approve any modification of the terms of a SAR that would
                  be
                  considered the grant of a new stock right under Treas. Reg.
                  §1.409A-1(b)(5)(v) and constitute a deferral of compensation subject
                  to
                  section 409A of the Code.  The foregoing notwithstanding, no
                  modification of a SAR shall, without the consent of the holder,
                  materially
                  impair his or her rights or obligations under such SAR
                  

              


      

       

      SECTION
        10. STOCK
        UNITS.

       

      
        	
                10.1  

              	
                Stock
                  Unit Agreement. Each grant of
                  Stock Units under the Plan shall be evidenced by a Stock Unit Agreement
                  between the recipient and the Company. Such Stock Units shall be
                  subject
                  to all applicable terms of the Plan and may be subject to any other
                  terms
                  that are not inconsistent with the Plan. The provisions of the
                  various
                  Stock Unit Agreements entered into under the Plan need not be identical.
                  Stock Units may be granted in consideration of a reduction in the
                  recipient’s other compensation. 

              


      

       

       

      
        
          
          

        

        
          10

          
            

          

        

        
          
          

        

      

       

       

      
        	
                10.2  

              	
                Payment
                  for Awards. To the extent that
                  an Award is granted in the form of Stock Units, no cash consideration
                  shall be required of the Award recipients.


              


      

       

      
        	
                10.3  

              	
                Vesting
                  Conditions. Each Award of Stock
                  Units may or may not be subject to vesting. Vesting shall occur,
                  in full
                  or in installments, upon satisfaction of the conditions specified
                  in the
                  Stock Unit Agreement. A Stock Unit Agreement may provide for accelerated
                  vesting in the event of the Participant’s death, Disability or retirement
                  or other events.  The Board may determine, at the time of
                  granting Stock Units or thereafter, that all or part of such Stock
                  Units
                  shall become vested in the event that a Change in Control occurs
                  with
                  respect to the Company. 

              


      

       

      
        	
                10.4  

              	
                Voting
                  and Dividend Rights. The
                  holders of Stock Units shall have no voting rights. Prior to settlement
                  or
                  forfeiture, any Stock Unit awarded under the Plan may, at the Board’s
                  discretion, carry with it a right to dividend equivalents.  Such
                  right entitles the holder to be credited with an amount equal to
                  all cash
                  dividends paid on one Share while the Stock Unit is
                  outstanding.  Dividend equivalents may be converted into
                  additional Stock Units.  Settlement of dividend equivalents may
                  be made in the form of cash, in the form of Shares, or in a combination
                  of
                  both.  Prior to distribution, any dividend equivalents which are
                  not paid shall be subject to the same conditions and restrictions
                  (including without limitation, any forfeiture conditions) as the
                  Stock
                  Units to which they attach.  Dividend equivalent arrangements
                  shall be structured in a manner to comply with section 409A of
                  the Code
                  and regulations promulgated thereunder.


              


      

       

      
        	
                10.5  

              	
                Form
                  and Time of Settlement of Stock
                  Units. Settlement of vested Stock Units may be made in the form
                  of
                  (a) cash, (b) Shares or (c) any combination of both, as determined
                  by the
                  Board in its sole discretion. The actual number of Stock Units
                  eligible
                  for settlement may be larger or smaller than the number included
                  in the
                  original Award, based on predetermined performance factors. Methods
                  of
                  converting Stock Units into cash may include (without limitation)
                  a method
                  based on the Fair Market Value of Shares. Vested Stock Units may
                  be
                  settled in a lump sum or in installments. The distribution may
                  occur or
                  commence when all vesting conditions applicable to the Stock Units
                  have
                  been satisfied or have lapsed, or it may be deferred to any later
                  date.
                  The amount of a deferred distribution may be increased by an interest
                  factor or by dividend equivalents. Deferrals of distributions,
                  including
                  any interest or dividend equivalents credited thereon, shall be
                  structured
                  in a manner to comply with section 409A of the Code and regulations
                  promulgated thereunder. Until an Award of Stock Units is settled,
                  the
                  number of such Stock Units shall be subject to adjustment pursuant
                  to
                  Section 11. 

              


      

       

      
        	
                10.6  

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

              


      

       

       

      
        
          
          

        

        
          11

          
            

          

        

        
          
          

        

      

       

       

      SECTION
        11. ADJUSTMENT
        OF
        SHARES.

       

      
        	
                11.1  

              	
                General.
In
                  the event of a subdivision
                  of the outstanding Stock, a declaration of a dividend payable in
                  Shares, a
                  declaration of an extraordinary dividend payable in a form other
                  than
                  Shares in an amount that has a material effect on the Fair Market
                  Value of
                  the Stock, a combination or consolidation of the outstanding Stock
                  into a
                  lesser number of Shares, a recapitalization, a spin-off, a
                  reclassification, or a similar occurrence, the Board shall make
                  appropriate adjustments to one or more of the following: (i) the
                  number of Options, SARs, Restricted Shares and Stock Units available
                  for
                  future Awards under Section 5; (ii) the limitations set forth in
                  Section 5.1 and 5.2; (iii) the number of Shares covered by each
                  outstanding Option and SAR; (iv) the Exercise Price under each
                  outstanding Option and SAR; (v) the number of Stock Units included
                  in any
                  prior Award which has not yet been settled; or (iv) the price of
                  Shares subject to the Company’s right of repurchase.  No
                  adjustment shall be made with respect to Options granted to a 162(m)
                  Employee to the extent the adjustment would cause the Option to
                  fail to
                  qualify as performance-based compensation under section 162(m)
                  of the
                  Code.  

              


      

       

      
        	
                11.2  

              	
                Dissolution
                  or Liquidation. To the
                  extent not previously exercised or settled, Options, SARs, and
                  Stock Units
                  shall terminate immediately prior to the dissolution or liquidation
                  of the
                  Company. 

              


      

       

      
        	
                11.3  

              	
                Mergers
                  and Consolidations. In the event
                  that the Company is a party to a merger or other consolidation,
                  or in the
                  event of a transaction providing for the sale of all or substantially
                  all
                  of the Company’s stock or assets, outstanding Awards shall be subject to
                  the agreement of merger, consolidation or sale.  Such agreement
                  may provide for one or more of the following:  (i) the
                  continuation of the outstanding Awards by the Company, if the Company
                  is a
                  surviving corporation; (ii) the assumption of the Plan and
                  outstanding Awards by the surviving corporation or its parent;
                  (iii) the substitution by the surviving corporation or its parent of
                  its own awards with substantially the same terms as such outstanding
                  Awards; (iv) immediate exercisability of such outstanding Awards
                  followed by the cancellation of unexercised Awards; or (v) settlement
                  of the intrinsic value of the outstanding Awards (whether or not
                  then
                  exercisable) in cash or cash equivalents or equity (including cash
                  or
                  equity subject to deferred vesting and delivery consistent with
                  the
                  vesting restrictions applicable to such Awards or the underlying
                  Shares)
                  followed by the cancellation of such Awards; in each case without
                  the
                  recipient’s consent. 

              


      

       

      
        	
                11.4  

              	
                Reservation
                  of Rights. Except as
                  provided in this Section 11, an Optionee or Offeree shall have
                  no rights
                  by reason of any subdivision or consolidation of shares of stock
                  of any
                  class, the payment of any dividend or any other increase or decrease
                  in
                  the number of shares of stock of any class. Any issuance by the
                  Company of
                  shares of stock of any class, or securities convertible into shares
                  of
                  stock of any class, shall not affect, and no adjustment by reason
                  thereof
                  shall be made with respect to, the number or Exercise Price of
                  Shares
                  subject to an Option. The grant of an Option pursuant to the Plan
                  shall
                  not affect in any way the right or power of the Company to make
                  adjustments, reclassifications, reorganizations or changes of its
                  capital
                  or business structure, to merge or consolidate or to dissolve,
                  liquidate,
                  sell or transfer all or any part of its business or assets.
                  

              


      

       

       

      
        
          
          

        

        
          12

          
            

          

        

        
          
          

        

      

       

      SECTION
        12. PERFORMANCE
        BASED-AWARDS.

       

      
        	
                12.1  

              	
                Company’s
                  Right to Grant Performance-Based
                  Awards. The Board, in its sole discretion, may condition the
                  granting, vesting or settlement of any Award under the Plan on
                  the
                  attainment by the Company or the Participant of one or more performance
                  goals over a specified period of time (a “performance
                  period”).  No later than 90 days after commencement of a
                  performance period (and before 25% of the performance period has
                  lapsed),
                  the Board shall establish in writing one or more performance goals
                  for the
                  performance period.  The Board may specify a minimum amount of
                  performance that must be achieved during the performance period
                  in order
                  for the granting, vesting or settlement of the Award to occur,
                  and how the
                  various levels of performance above the minimum level may affect
                  the
                  extent to which the Award is granted, vested or
                  settled.  Following the end of the performance period, the Board
                  shall certify in writing the extent to which the performance goals
                  for the
                  performance period have been attained.  The Board may retain the
                  discretion to reduce, but not to increase, on a recipient-by-recipient
                  basis, the extent to which an Award is granted, vested or settled
                  upon
                  attainment of the performance goals for a performance period.
                  

              


      

       

      SECTION
        13. REPURCHASE
        RIGHTS.

       

      
        	
                13.1  

              	
                Company’s
                  Right To Repurchase Shares.
                  The Company shall have the right to repurchase Shares that have
                  been
                  acquired through an Award upon termination of the Offeree’s or Optionee’s
                  Service if provided in the applicable Restricted Share
                  Agreement,  Stock Option Agreement, Stock Unit Agreement or SAR
                  Agreement.    The Board in its sole discretion shall
                  determine when the right to repurchase shall lapse as to all or
                  any
                  portion of the Shares.

              


      

       

      SECTION
        14. WITHHOLDING
        TAXES.

       

      
        	
                14.1  

              	
                General.
An
                  Optionee or Offeree or his
                  or her successor shall make arrangements satisfactory to the Board
                  for the
                  satisfaction of any federal, state, local or foreign withholding
                  tax
                  obligations that may arise in connection with the Plan. The Company
                  shall
                  not be required to issue any Shares or make any cash payment under
                  the
                  Plan until such obligations are satisfied.


              


      

       

      
        	
                14.2  

              	
                Share
                  Withholding. The Board may permit
                  a Participant to satisfy all or part of his or her withholding
                  or income
                  tax obligations by having the Company withhold all or a portion
                  of any
                  Shares that otherwise would be issued to him or her or by surrendering
                  all
                  or a portion of any Shares that he or she previously acquired;
                  provided,
                  however, that in no event may a Participant surrender Shares in
                  excess of
                  the legally required withholding amount based on the minimum statutory
                  withholding rates for federal and state tax purposes that apply
                  to
                  supplemental taxable income. Such Shares shall be valued at their
                  Fair
                  Market Value on the date when taxes otherwise would be withheld
                  in cash.
                  Any payment of taxes by assigning Shares to the Company may be
                  subject to
                  restrictions, including any restrictions required by rules of any
                  federal
                  or state regulatory body or other authority. All elections by Participants
                  to have Shares withheld for this purpose shall be made in such
                  form and
                  under such conditions as the Board may deem necessary or advisable.
                  

              


      

       

       

       

      
        
          
          

        

        
          13

          
            

          

        

        
          
          

        

      

       

      
        	
                14.3  

              	
                Cashless
                  Exercise/Pledge. The Board may
                  provide that if Shares are publicly traded at the time of exercise,
                  arrangements may be made to meet the Participant’s withholding obligation
                  by cashless exercise or pledge. 

              


      

       

      
        	
                14.4  

              	
                Other
                  Forms of Payment. The Board may
                  permit such other means of tax withholding as it deems appropriate.
                  

              


      

       

      SECTION
        15. SECURITIES
        LAW
        REQUIREMENTS.

       

      
        	
                15.1  

              	
                General.
                  Shares shall not be issued
                  under the Plan unless the issuance and delivery of such Shares
                  complies
                  with (or is exempt from) all applicable requirements of law, including
                  (without limitation) the Securities Act, the rules and regulations
                  promulgated thereunder, state securities laws and regulations,
                  and the
                  regulations of any stock exchange or other securities market on
                  which the
                  Company’s securities may then be listed.


              


      

       

      
        	
                15.2  

              	
                Voting
                  and Dividend Rights. The holders
                  of Shares acquired under the Plan shall have the same voting, dividend
                  and
                  other rights as the holders of any other Shares. A Restricted Share
                  Agreement, however, may require that the holders of Shares invest
                  any cash
                  dividends received in additional Shares. Such additional Shares
                  shall be
                  subject to the same conditions and restrictions as the award with
                  respect
                  to which the dividends were paid. 

              


      

       

      SECTION
        16. NO
        RETENTION
        RIGHTS.

       

      No
        provision of the Plan, or any right or Award granted under the Plan, shall
        be
        construed to give any Participant any right to become an Employee, to be
        treated
        as an Employee, or to continue in Service for any period of time, or restrict
        in
        any way the rights of the Company (or Parent or Subsidiary to whom the
        Participant provides Service), which rights are expressly reserved, to terminate
        the Service of such person at any time and for any reason, with or without
        cause, without thereby incurring any liability to him or her.

       

      SECTION
        17. DURATION
        AND
        AMENDMENTS.

       

      
        	
                17.1  

              	
                Term
                  of the Plan. The Plan, as set forth
                  herein, shall become effective on the date of its adoption by the
                  Board,
                  subject to the approval of the Company’s stockholders.  In the
                  event that the stockholders fail to approve the Plan within twelve
                  (12)
                  months after its adoption by the Board, any grants, exercises or
                  sales
                  that have already occurred under the Plan shall be rescinded, and
                  no
                  additional grants, exercises or sales shall be made under the Plan
                  after
                  such date.  The Plan shall terminate automatically ten (10)
                  years after its adoption by the Board.  The Plan may be
                  terminated on any earlier date pursuant to Section 17.2 below.
                  

              


      

       

      
        	
                17.2  

              	
                Right
                  to Amend or Terminate the Plan.
                  The Board may amend, suspend, or terminate the Plan at any time
                  and for
                  any reason. An amendment of the Plan shall not be subject to the
                  approval
                  of the Company’s stockholders unless it (i) increases the number of
                  Shares available for issuance under the Plan (except as provided
                  in
                  Section 11), (ii) materially changes the class of persons who are
                  eligible for the grant of Awards, or (iii) is otherwise required
                  under
                  Rule 16b-3. 

              


      

       

       

      
        
          
          

        

        
          14

          
            

          

        

        
          
          

        

      

       

       

      
        	
                17.3  

              	
                Effect
                  of Amendment or Termination. No
                  Shares shall be issued or sold under the Plan after the termination
                  thereof, except upon exercise of an Award granted prior to such
                  termination. The termination of the Plan, or any amendment thereof,
                  shall
                  not adversely affect any Shares previously issued or any Award
                  previously
                  granted under the Plan without the holder’s consent.
                  

              


      

       

      SECTION
        18. EXECUTION.

       

      To
        record
        the adoption of the Plan by the Board on December 27, 2007, effective on
        such
        date, the Company has caused its authorized officer to execute the
        same.

       

      Meade
        Technologies Inc .

      


      


      


      By :  /s/Daniel
        Klaus
         
                                                             


      Its
        :
        Acting CEO                                                       


      


       

      


       

       

       15