VALOR
      COMPUTERIZED SYSTEMS LTD.

    2008
      INCENTIVE COMPENSATION PLAN

     

    Valor
      Computerized Systems Ltd., an Israeli corporation (the “Company”),
      has
      adopted the Valor Computerized Systems Ltd. 2008 Incentive Compensation Plan
      (the “Plan”)
      for
      the benefit of non-employee directors of the Company, officers and eligible
      employees and consultants of the Company and any Subsidiaries and Affiliates
      (as
      each term is defined below), as follows:

    


     

    ARTICLE
      I.

    ESTABLISHMENT;
      PURPOSES; AND DURATION

     

    1.1. Establishment
      of the Plan.
      The
      Company hereby establishes this incentive compensation plan to be known as
      the “Valor Computerized Systems Ltd. 2008 Incentive Compensation Plan,” as set
      forth in this document. The Plan permits the grant of Stock Options, Stock
      Appreciation Rights, Restricted Stock, Restricted Stock Units, Performance
      Units, Performance Shares, Cash-Based Awards and Other Stock-Based Awards.
      The
      Plan was adopted by the Board of Directors (as defined below) on [●], 2007. The
      Plan shall become effective immediately prior to the effective date of the
      initial public offering of the Shares pursuant to a registration statement
      under
      the Securities Act (the “Effective
      Date”),
      provided
      that the
      Plan is approved by the holders of a majority of the outstanding Shares which
      are present and voted at a meeting, which approval must occur within the period
      ending twelve (12) months after the date the Plan is adopted by the Board.
      The
      effectiveness of any Awards granted prior to such shareholder approval shall
      be
      specifically subject to and conditioned upon, and no Award shall be vested
      or
      exercisable until, such shareholder approval. If the Plan is not so approved
      by
      the Company's shareholders or the Company’s initial public offering of Shares
      does not occur prior to [DATE], the Plan shall not become effective, and shall
      terminate immediately, and any Awards previously granted shall thereupon be
      automatically canceled and deemed to have been null and void ab initio.
      The
      Plan shall remain in effect as provided in Section 1.3. 

     

    1.2. Purposes
      of the Plan.
      The
      purposes of the Plan are to provide additional incentives to non-employee
      directors of the Company and to those officers, employees and consultants of
      the
      Company, Subsidiaries and Affiliates whose substantial contributions are
      essential to the continued growth and success of the business of the Company
      and
      the Subsidiaries and Affiliates, in order to strengthen their commitment to
      the
      Company and the Subsidiaries and Affiliates, and to attract and retain competent
      and dedicated individuals whose efforts will result in the long-term growth
      and
      profitability of the Company and to further align the interests of such
      non-employee directors, officers, employees and consultants with the interests
      of the shareholders of the Company. To accomplish such purposes, the Plan
      provides that the Company may grant Stock Options, Stock Appreciation Rights,
      Restricted Stock, Restricted Stock Units, Performance Units, Performance Shares,
      Cash-Based Awards and Other Stock-Based Awards. 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    1.3. Duration
      of the Plan.
      The
      Plan shall commence on the Effective Date, as described in Section 1.1, and
      shall remain in effect, subject to the right of the Board of Directors to amend
      or terminate the Plan at any time pursuant to Article XV, until all Shares
      subject to it shall have been delivered, and any restrictions on such Shares
      have lapsed, pursuant to the Plan’s provisions. However, in no event may an
      Award be granted under the Plan on or after ten years from the Effective
      Date.

     

     

    ARTICLE
      II.

    DEFINITIONS

     

    Whenever
      used in the Plan, the following terms shall have the meanings set forth below,
      and when the meaning is intended, the initial letter of the word shall be
      capitalized:

     

    2.1. “Affiliate”
      means
      any entity other than the Company and any Subsidiary that is affiliated with
      the
      Company through stock or equity ownership or otherwise and is designated as
      an
      Affiliate for purposes of the Plan by the Committee.

     

    2.2. “Assumed”
      means
      that pursuant to a transaction resulting in a Change of Control, either (a)
      the
      Award is expressly affirmed by the Company or (b) the contractual obligations
      represented by the Award are expressly assumed (and not simply by operation
      of
      law) by the surviving or successor corporation or entity to the Company, or
      any
      parent or subsidiary of either thereof, or any other corporation or entity
      that
      is a party to the transaction resulting in the Change of Control, in connection
      with such Change of Control, with appropriate adjustments to the number and
      kind
      of securities of such surviving or successor corporation or entity, or such
      other applicable parent, subsidiary, corporation or entity, subject to the
      Award
      and the exercise or purchase price thereof, which preserves the compensation
      element of the Award existing at the time of such Change of Control transaction,
      and provides for subsequent payout in accordance with the same (or more
      favorable) payment and vesting schedule applicable to such Award, as determined
      in accordance with the instruments evidencing the agreement to assume the Award.
      The determination of Award comparability for this purpose shall be made by
      the
      Committee, and its determination shall be final, binding and
      conclusive.

     

    2.3. “Award”
      means,
      individually or collectively, a grant under the Plan of Stock Options,
      Stock Appreciation Rights, Restricted Stock Awards, Restricted Stock Units,
      Performance Shares, Performance Units, Cash-Based Awards, and Other Stock-Based
      Awards. 

     

    2.4. “Award
      Agreement”
      means
      either: (a) a written agreement entered into by the Company and a Participant
      setting forth the terms and provisions applicable to an Award granted under
      the
      Plan, or (b) a written or electronic statement issued by the Company to a
      Participant describing the terms and provisions of such Award, including any
      amendment or modification thereof. The Committee may provide for the use of
      electronic, internet or other non-paper Award Agreements, and the use of
      electronic, internet or other non-paper means for the acceptance thereof and
      actions thereunder
      by a
      Participant.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    2.5. “Beneficial
      Ownership”
      (including correlative terms) shall have the meaning given such term in Rule
      13d-3 promulgated under the Exchange Act.

     

    2.6. “Board”
or
      “Board
      of Directors”
      means
      the Board of Directors of the Company.

     

    2.7. “Cash-Based
      Award”
      means an
      Award granted to a Participant, as described in Article IX.

     

    2.8. “Cause”
      shall
      have the definition given such term in a Participant’s Award Agreement, or in
      the absence of any such definition, as determined in good faith by the
      Committee.

     

    2.9. “Change
      of Control”
      means
      the occurrence of any of the following:

     

    (a) an
      acquisition in one transaction or a series of related transactions (other than
      directly from the Company or pursuant to Awards granted under the Plan or
      compensatory options or other similar awards granted by the Company) by any
      Person of any Voting Securities of the Company, immediately after which such
      Person has Beneficial Ownership of fifty percent (50%) or more of the combined
      voting power of the Company’s then outstanding Voting Securities; provided,
      however,
      that in
      determining whether a Change of Control has occurred pursuant to this Section
      2.9(a), Voting Securities of the Company which are acquired in a Non-Control
      Acquisition shall not constitute an acquisition that would cause a Change of
      Control; or

     

    (b) the
      consummation of any merger, consolidation, recapitalization or reorganization
      involving the Company unless:

     

    (i) the
      shareholders of the Company, immediately before such merger, consolidation,
      recapitalization or reorganization, own, directly or indirectly, immediately
      following such merger, consolidation, recapitalization or reorganization, more
      than fifty percent (50%) of the combined voting power of the outstanding Voting
      Securities of the corporation resulting from such merger or consolidation or
      reorganization (the “Company
      Surviving Corporation”)
      in
      substantially the same proportion as their ownership of the Voting Securities
      of
      the Company immediately before such merger, consolidation, recapitalization
      or
      reorganization; and

     

    (ii) the
      individuals who were members of the Board immediately prior to the execution
      of
      the agreement providing for such merger, consolidation, recapitalization or
      reorganization constitute at least a majority of the members of the board of
      directors of the Company Surviving Corporation, or a corporation Beneficially
      Owning, directly or indirectly, a majority of the voting securities of the
      Company Surviving Corporation, and

     

    (iii) no
      Person, other than
      (A) the
      Company, (B) any Related Entity, (C) any employee benefit plan (or any trust
      forming a part thereof) that, immediately prior to such merger, consolidation,
      recapitalization or reorganization, was maintained by the Company, the Company
      Surviving Corporation, or any Related Entity or (D) any Person who, together
      with its Affiliates, immediately prior to such merger, consolidation,
      recapitalization or reorganization had Beneficial Ownership of fifty percent
      (50%) or more of the then outstanding Voting Securities of the Company, owns,
      together with its 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Affiliates,
      Beneficial Ownership of fifty percent (50%) or more of the combined voting
      power
      of the Company Surviving Corporation’s then outstanding Voting Securities


     

    (a
      transaction described in clauses (b)(i) through (b)(iii) above is referred
      to
      herein as a “Non-Control
      Transaction”);
      or

     

    (c) any
      sale,
      lease, exchange, transfer or other disposition (in one transaction or a series
      of related transactions) of all or substantially all of the assets or business
      of the Company to any Person (other than (A) a transfer or distribution to
      a
      Related Entity, or (B) a transfer or distribution to the Company’s shareholders
      of the stock of a Related Entity or any other assets).

     

    Notwithstanding
      the foregoing, a Change of Control shall not be deemed to occur solely because
      any Person (the “Subject
      Person”)
      acquired Beneficial Ownership of fifty percent (50%) or more of the combined
      voting power of the then outstanding Voting Securities of the Company as a
      result of the acquisition of Voting Securities of the Company by the Company
      which, by reducing the number of Voting Securities of the Company then
      outstanding, increases the proportional number of shares Beneficially Owned
      by
      the Subject Persons, provided
      that if
      a Change of Control would occur (but for the operation of this sentence) as
      a
      result of the acquisition of Voting Securities by the Company and (1) before
      such share acquisition by the Company the Subject Person becomes the Beneficial
      Owner of any new or additional Voting Securities of the Company in a related
      transaction or (2) after such share acquisition by the Company the Subject
      Person becomes the Beneficial Owner of any new or additional Voting Securities
      of the Company which in either case increases the percentage of the then
      outstanding Voting Securities of the Company Beneficially Owned by the Subject
      Person, then a Change of Control shall be deemed to occur. 

     

    Solely
      for purposes of this Section 2.9, (1) “Affiliate”
shall
      mean, with respect to any Person, any other Person that, directly or indirectly,
      controls, is controlled by, or is under common control with, such Person, and
      (2) “control”
      (including with correlative meanings, the terms “controlling,” “controlled by”
and “under common control with”), as applied to any Person, means the
      possession, directly or indirectly, of the power to direct or cause the
      direction of the management and policies of that Person, whether through the
      ownership of voting securities or by contract or otherwise. Any Relative (for
      this purpose, “Relative”
means
      a
      spouse, child, parent, parent of spouse, sibling or grandchild) of an individual
      shall be deemed to be an Affiliate of such individual for this purpose. None
      of
      the Company or any Person controlled by the Company shall be deemed to be an
      Affiliate of any holder of Shares.

     

    2.10. “Committee”
      means
      the Compensation Committee of the Board of Directors or a subcommittee thereof,
      or such other committee designated by the Board to administer the
      Plan.

     

    2.11.  “Company
      Surviving Corporation”
      has the
      meaning provided in Section 2.9(b)(i).

     

    2.12. “Consultant”
      means an
      independent contractor who performs services for the Company or a Subsidiary
      or
      Affiliate in a capacity other than as an Employee or Director.

     

    2.13. “Director” means
      any
      individual who is a member of the Board of Directors of the
      Company.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    2.14. “Dividend
      Equivalents” means
      the
      equivalent value (in cash or Shares) of dividends that would otherwise be paid
      on the Shares subject to an Award but that have not been issued or
      delivered,
      as
      described in Article XI.

     

    2.15. “Effective
      Date”
      shall
      have the meaning ascribed to such term in Section 1.1.

     

    2.16. “Employee”
      means
      any person designated as an employee of the Company, a Subsidiary and/or an
      Affiliate on the payroll records thereof. An Employee shall not include any
      individual during any period he or she is classified or treated by the Company,
      a Subsidiary or an Affiliate as an independent contractor, a consultant, or
      any
employee
      of an employment, consulting, or temporary agency or any other entity other
      than
      the Company, a Subsidiary and/or an Affiliate without regard to whether such
      individual is subsequently determined to have been, or is subsequently
      retroactively reclassified as a common-law employee
      of the Company, a Subsidiary and/or an Affiliate during such period. As further
      provided in Section 18.4, for purposes of the Plan, upon approval by the
      Committee, the term Employee may also include Employees whose employment with
      the Company, a Subsidiary or an Affiliate has been terminated subsequent to
      being granted an Award under the Plan. For the avoidance of doubt, a Director
      who would otherwise be an “Employee” within the meaning of this Section 2.16
      shall be considered an Employee for purposes of the Plan. 

     

    2.17. “Exchange
      Act”
      means
      the Securities Exchange Act of 1934, as it may be amended from time to time,
      including the rules and regulations promulgated thereunder and successor
      provisions and rules and regulations thereto.

     

    2.18. “Fair
      Market Value”
      means
      the fair market value of the Shares as determined by the Committee by the
      reasonable application of a reasonable valuation method, consistently applied,
      as the Committee deems appropriate.

     

    2.19. “Fiscal
      Year”
      means
      the calendar year, or such other consecutive twelve-month period as the
      Committee may select.

     

    2.20. “Freestanding
      SAR”
      means an
      SAR that is granted independently of any Options, as described in Article
      VII.

     

    2.21. “Good
      Reason”
      shall
      have the definition given such term in a Participant’s Award Agreement, or in
      the absence of any such definition, as determined in good faith by the
      Committee.

     

    2.22. “Grant
      Price” means
      the
      price established at the time of grant of an SAR pursuant to Article VII, used
      to determine whether there is any payment due upon exercise of the
      SAR.

     

    2.23. “Insider”
      means an
      individual who is, on the relevant date, an officer, director or ten percent
      (10%) Beneficial Owner of any class of the Company’s equity securities that is
      registered pursuant to Section 12 of the Exchange Act, as determined by the
      Committee in accordance with Section 16 of the Exchange Act.

     

    2.24. “Non-Control
      Acquisition”
      means an
      acquisition (whether by merger, stock purchase, asset purchase or otherwise)
      by
      (a) an employee benefit plan (or a trust forming a part 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    thereof)
      maintained by (i) the Company or (ii) any corporation or other Person of which
      fifty percent (50%) or more of its total value or total voting power of its
      Voting Securities or equity interests is owned, directly or indirectly, by
      the
      Company (a “Related
      Entity”);
      (b)
      the Company or any Related Entity; (c) any Person in connection with a
      Non-Control Transaction; or (d) any Person that owns, together with its
      Affiliates, Beneficial Ownership of fifty percent (50%) or more of the
      outstanding Voting Securities of the Company on the Effective Date.

     

    2.25. “Non-Control
      Transaction”
      shall
      have the meaning provided in Section 2.9(b).

     

    2.26. “Non-Employee
      Director”
      means a
      Director who is not an Employee.

     

    2.27. “Notice”
      means
      notice provided by a Participant to the Company in a manner prescribed by the
      Committee.

     

    2.28. “Option”
or
      “Stock
      Option” means
      a
      Stock Option, as described in Article VI.

     

    2.29. “Option
      Price”
means
      the price at which a Share may be purchased by a Participant pursuant to an
      Option.

     

    2.30. “Other
      Stock-Based Award”
      means an
      equity-based or equity-related Award described in Section 10.1, granted in
      accordance with the terms and conditions set forth in Article X.

     

    2.31. “Participant”
      means
      any eligible individual as set forth in Article V who holds one or more
      outstanding Awards.

     

    2.32. “Performance
      Period”
      means
      the period of time during which the performance goals must be met in order
      to
      determine the degree of payout and/or vesting with respect to, or the amount
      or
      entitlement to, an Award.

     

    2.33. “Performance
      Share”
      means an
      Award of a performance share granted to a Participant, as described in Article
      IX.

     

    2.34. “Performance
      Unit”
      means an
      Award of a performance unit granted to a Participant, as described in Article
      IX.

     

    2.35. “Period
      of Restriction”
      means
      the period during which Shares of Restricted Stock or Restricted Stock Units
      are
      subject to a substantial risk of forfeiture, and, in the case of Restricted
      Stock, the transfer of Shares of Restricted Stock is limited in some way, as
      provided in Article VIII.

     

    2.36. “Person”
      means
“person” as such term is used for purposes of Section 13(d) or 14(d) of the
      Exchange Act, including any individual, corporation, limited liability company,
      partnership, trust, unincorporated organization, government or any agency or
      political subdivision thereof, or any other entity or any group of persons.
      

     

    2.37. “Replaced”
      means
      that pursuant to a transaction resulting in a Change of Control, the Award
      is
      replaced with a comparable stock award or a cash incentive program by the


     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Company,
      the surviving or successor corporation or entity to the Company, or any parent
      or subsidiary of either thereof, or any other corporation or entity that is
      a
      party to the transaction resulting in the Change of Control, in connection
      with
      such Change of Control, which preserves the compensation element of the Award
      existing at the time of such Change of Control transaction, and provides for
      subsequent payout in accordance with the same (or more favorable) payment and
      vesting schedule applicable to such Award, as determined in accordance with
      the
      instruments evidencing the agreement to assume the Award. The determination
      of
      Award comparability for this purpose shall be made by the Committee, and its
      determination shall be final, binding and conclusive.

     

    2.38. “Restricted
      Stock”
      means an
      Award granted to a Participant pursuant to Article VIII.

     

    2.39. “Restricted
      Stock Unit”
      means an
      Award, whose value is equal to a Share, granted to a Participant pursuant to
      Article VIII.

     

    2.40. “Rule
      16b-3”
      means
      Rule 16b-3 under the Exchange Act, or any successor rule, as the same may be
      amended from time to time.

     

    2.41. “Securities
      Act”
      means
      the Securities Act of 1933, as it may be amended from time to time, including
      the rules and regulations promulgated thereunder and successor provisions and
      rules and regulations thereto.

     

    2.42. “Share”
      means an
      Ordinary Share, par value NIS0.1 per share, of the Company (including any new,
      additional or different stock or securities resulting from any change in
      corporate capitalization as listed in Section 4.2). 

     

    2.43. “Stock
      Appreciation Right”
or
      “SAR”
      means an
      Award, granted alone (a “Freestanding
      SAR”)
      or in
      connection with a related Option (a “Tandem
      SAR”),
      designated as an SAR, pursuant to the terms of Article VII.

     

    2.44. “Subject
      Person”
      has the
      meaning provided in Section 2.9.

     

    2.45. “Subsidiary”
      means
      any present or future corporation which is or would be a “subsidiary
      corporation” of the Company as determined by the Committee.

     

    2.46. “Substitute
      Awards” means
      Awards granted or Shares issued by the Company in assumption of, or in
      substitution or exchange for, options or other awards previously granted, or
      the
      right or obligation to grant future options or other awards, by a company
      acquired by the Company, a Subsidiary and/or an Affiliate or with which the
      Company, a Subsidiary and/or an Affiliate combines, or otherwise in connection
      with any merger, consolidation, acquisition of property or stock, or
      reorganization involving the Company, a Subsidiary or an Affiliate.

     

    2.47. “Tandem
      SAR”
      means an
      SAR that is granted in connection with a related Option pursuant to Article
      VII.

     

    2.48. “Termination”
      means
      the time when a Participant ceases the performance of services for the Company,
      any Affiliate or Subsidiary, as applicable, for any reason, with or


     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    without
      Cause, including a Termination by resignation, discharge, death, Disability
      or
      Retirement, but excluding (a) a Termination where there is a simultaneous
      reemployment (or commencement of service) or continuing employment (or service)
      of a Participant by the Company, Affiliate or any Subsidiary, (b) at the
      discretion of the Committee, a Termination that results in a temporary
      severance, and (c) at the discretion of the Committee, a Termination of an
      Employee that is immediately followed by the Participant’s service as a
      Non-Employee Director. 

     

    2.49. “Voting
      Securities”
shall
      mean, with respect to any Person that is a corporation, all outstanding voting
      securities of such Person entitled to vote generally in the election of the
      board of directors of such Person. 

     

     

    ARTICLE
      III.

    ADMINISTRATION

     

    3.1. General.
      The
      Committee shall have exclusive authority to operate, manage and administer
      the
      Plan in accordance with its terms and conditions. Notwithstanding the foregoing,
      in its absolute discretion, the Board may at any time and from time to time
      exercise any and all rights, duties and responsibilities of the Committee under
      the Plan, including establishing procedures to be followed by the Committee,
      but
      excluding matters which under any applicable law, regulation or rule, including
      any exemptive rule under Section 16 of the Exchange Act (including Rule 16b-3),
      are required to be determined in the sole discretion of the Committee. If and
      to
      the extent that the Committee does not exist or cannot function, the Board
      may
      take any action under the Plan that would otherwise be the responsibility of
      the
      Committee, subject to the limitations set forth in the immediately preceding
      sentence.

     

    3.2. Committee.
      The
      members of the Committee shall be appointed from time to time by, and shall
      serve at the discretion of, the Board of Directors. 

     

    3.3. Authority
      of the Committee.
      The
      Committee shall have full discretionary authority to grant or, when so
      restricted by applicable law, recommend the Board to grant, pursuant to the
      terms of the Plan, Awards to those individuals who are eligible to receive
      Awards under the Plan. Except as limited by law or by the Articles of
      Association of the Company, and subject to the provisions herein, the Committee
      shall have full power, in accordance with the other terms and provisions of
      the
      Plan, to: 

     

    (a) select
      Employees, Non-Employee Directors and Consultants who may receive Awards under
      the Plan and become Participants;

     

    (b) determine
      eligibility for participation in the Plan and decide all questions concerning
      eligibility for, and the amount of, Awards under the Plan;

     

    (c) determine
      the sizes and types of Awards;

     

    (d) determine
      the terms and conditions of Awards, including the Option Prices of Options
      and
      the Grant Prices of SARs;

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (e) grant
      Awards as an alternative to, or as the form of payment for grants or rights
      earned or payable under, other bonus or compensation plans, arrangements or
      policies of the Company or a Subsidiary or Affiliate;

     

    (f) grant
      Substitute Awards on such terms and conditions as the Committee may
      prescribe;

     

    (g) make
      all
      determinations under the Plan concerning Termination of any Participant’s
      employment or service with the Company or a Subsidiary or Affiliate, including
      whether such Termination occurs by reason of Cause, Good Reason, disability,
      retirement or in connection with a Change of Control and whether a leave
      constitutes a Termination;

     

    (h) construe
      and interpret the Plan and any agreement or instrument entered into under the
      Plan, including any Award Agreement;

     

    (i) establish
      and administer any terms, conditions, restrictions, limitations, forfeiture,
      vesting or exercise schedule, and other provisions of or relating to any
      Award;

     

    (j) establish
      and administer any performance goals in connection with any Awards, including
      performance criteria and applicable Performance Periods, determine the extent
      to
      which any performance goals and/or other terms and conditions of an Award are
      attained or are not attained;

     

    (k) construe
      any ambiguous provisions, correct any defects, supply any omissions and
      reconcile any inconsistencies in the Plan and/or any Award Agreement or any
      other instrument relating to any Awards; 

     

    (l) establish,
      adopt, amend, waive and/or rescind rules, regulations, procedures, guidelines,
      forms and/or instruments for the Plan’s operation or
      administration;

     

    (m) make
      all
      valuation determinations relating to Awards and the payment or settlement
      thereof;

     

    (n) grant
      waivers of terms, conditions, restrictions and limitations under the Plan or
      applicable to any Award, or accelerate the vesting or exercisability of any
      Award;

     

    (o) modify,
      reprice, extend, amend or adjust the terms and conditions of any outstanding
      Award and/or adjust the number and/or class of shares of stock subject to any
      outstanding Award;

     

    (p) at
      any
      time and from time to time after the granting of an Award, specify such
      additional terms, conditions and restrictions with respect to such Award as
      may
      be deemed necessary or appropriate to ensure compliance with any and all
      applicable laws or rules, including terms, restrictions and conditions for
      compliance with applicable securities laws or listing rules, methods of
      withholding or providing for the payment of required taxes and restrictions
      regarding a Participant’s ability to exercise Options through a cashless
      (broker-assisted) exercise;

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (q) offer
      to
      buy out an Award previously granted, or offer to exchange an Award previously
      granted for a new Award of the same or different type, cash or other property
      or
      consideration, based on such terms and conditions as the Committee shall
      establish with and communicate to the Participant at the time such offer is
      made;

     

    (r) determine
      whether, and to what extent and under what circumstances Awards may be settled
      in cash, Shares or other property or canceled or suspended; and

     

    (s) exercise
      all such other authorities, take all such other actions and make all such other
      determinations as it deems necessary or advisable for the proper operation
      and/or administration of the Plan.

     

    3.4. Award
      Agreements.
      The
      Committee shall, subject to applicable laws and rules, determine the date an
      Award is granted. Each Award shall be evidenced by an Award Agreement;
however,
      two or
      more Awards granted to a single Participant may be combined in a single Award
      Agreement. An Award Agreement shall not be a precondition to the granting of
      an
      Award; provided,
      however,
      that
      (a) the Committee may, but need not, require as a condition to any Award
      Agreement’s effectiveness, that such Award Agreement be executed on behalf of
      the Company and/or by the Participant to whom the Award evidenced thereby shall
      have been granted (including by electronic signature or other electronic
      indication of acceptance), and such executed Award Agreement be delivered to
      the
      Company, and (b) no person shall have any rights under any Award unless and
      until the Participant to whom such Award shall have been granted has complied
      with the applicable terms and conditions of the Award. The Committee shall
      prescribe the form of all Award Agreements, and, subject to the terms and
      conditions of the Plan, shall determine the content of all Award Agreements.
      Any
      Award Agreement may be supplemented or amended in writing from time to time
      as
      approved by the Committee; provided
      that the
      terms and conditions of any such Award Agreement as supplemented or amended
      are
      not inconsistent with the provisions of the Plan. In the event of any dispute
      or
      discrepancy concerning the terms of an Award, the records of the Committee
      or
      its designee shall be determinative. 

     

    3.5. Discretionary
      Authority; Decisions Binding.
      The
      Committee shall have full discretionary authority in all matters related to
      the
      discharge of its responsibilities and the exercise of its authority under the
      Plan. All determinations, decisions, actions and interpretations by the
      Committee with respect to the Plan and any Award Agreement, and all related
      orders and resolutions of the Committee shall be final, conclusive and binding
      on all Participants, the Company and its shareholders, any Subsidiary or
      Affiliate and all persons having or claiming to have any right or interest
      in or
      under the Plan and/or any Award Agreement. The Committee shall consider such
      factors as it deems relevant to making or taking such decisions, determinations,
      actions and interpretations, including the recommendations or advice of any
      Director or officer or employee of the Company, any director, officer or
      employee of a Subsidiary or Affiliate and such attorneys, consultants and
      accountants as the Committee may select. A Participant or other holder of an
      Award may contest a decision or action by the Committee with respect to such
      person or Award only on the grounds that such decision or action was arbitrary
      or capricious or was unlawful, and any review of such decision or action shall
      be limited to determining whether the Committee’s decision or action was
      arbitrary or capricious or was unlawful.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    3.6. Attorneys;
      Consultants.
      The
      Committee may consult with counsel who may be counsel to the Company. The
      Committee may, with the approval of the Board, employ such other attorneys
      and/or consultants, accountants, appraisers, brokers, agents and other persons,
      any of whom may be an Employee, as the Committee deems necessary or appropriate.
      The Committee, the Company and its officers and Directors shall be entitled
      to
      rely upon the advice, opinions or valuations of any such persons. The Committee
      shall not incur any liability for any action taken in good faith in reliance
      upon the advice of such counsel or other persons.

     

    3.7. Delegation
      of Administration.
      Except
      to the extent prohibited by applicable law, including any applicable exemptive
      rule under Section 16 of the Exchange Act (including Rule 16b-3), or the
      applicable rules of a stock exchange, the Committee may, in its discretion,
      allocate all or any portion of its responsibilities and powers under this
      Article III to any one or more of its members and/or delegate all or any part
      of
      its responsibilities and powers under this Article III to any person or persons
      selected by it; provided,
      however,
      that
      the Committee may not delegate its authority to correct defects, omissions
      or
      inconsistencies in the Plan. Any such authority delegated or allocated by the
      Committee under this Section 3.7 shall be exercised in accordance with the
      terms
      and conditions of the Plan and any rules, regulations or administrative
      guidelines that may from time to time be established by the Committee, and
      any
      such allocation or delegation may be revoked by the Committee at any
      time.

     

     

    ARTICLE
      IV.

    SHARES
      SUBJECT TO THE PLAN

     

    4.1. Number
      of Shares Available for Grants.
      The
      shares of stock subject to Awards granted under the Plan shall be Shares. Such
      Shares subject to the Plan may be either authorized and unissued shares or
      previously issued shares acquired by the Company or any Subsidiary. Subject
      to
      adjustment as provided in Section 4.2, the total number of Shares that may
      be delivered pursuant to Awards under the Plan shall be (x) [●], plus (y) an
      annual increase on the first day of each fiscal year of the Company during
      the
      term of the Plan, beginning January 1, 2009, in each case in an amount equal
      to
      the lesser of (i) 2,500,000 Shares, (ii) 4% of the outstanding Shares on the
      last day of the immediately preceding year, or (iii) an amount determined by
      the
      Board. If (a) any Shares are subject to an Option, SAR, or other Award which
      for
      any reason expires or is terminated or canceled without having been fully
      exercised or satisfied, or are subject to any Restricted Stock Award (including
      any Shares subject to a Participant’s Restricted Stock Award that are
      repurchased by the Company at the Participant’s cost), Restricted Stock Unit
      Award or other Award granted under the Plan which are forfeited, or (b) any
      Award based on Shares is settled for cash, expires or otherwise terminates
      without the issuance of such Shares, the Shares subject to such Award shall,
      to
      the extent of any such expiration, termination, cancellation, forfeiture or
      cash
      settlement, be available for delivery in connection with future Awards under
      the
      Plan. Any Shares delivered under the Plan upon exercise or satisfaction of
      Substitute Awards shall not reduce the Shares available for delivery under
      the
      Plan.

     

    4.2. Adjustments
      in Authorized Shares.
      In the
      event of any reclassification, recapitalization, merger or consolidation (other
      than if resulting in a Change of Control),

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    reorganization,
      stock dividend or other distribution in securities of the Company, stock split
      or reverse stock split, combination or exchange of shares, repurchase of shares,
      or other like change in corporate structure, that proportionally apply to all
      shares of the Company, the Committee, shall substitute or adjust, as applicable,
      the number, class and kind of securities which may be delivered under Section
      4.1; the number, class and kind, and/or price (such as the Option Price of
      Options or the Grant Price of SARs) of securities subject to outstanding Awards;
      and other value determinations applicable to outstanding Awards, as determined
      by the Committee, in order to prevent dilution or enlargement of Participants’
rights under the Plan; provided,
      however,
      that
      the number of Shares subject to any Award shall always be a whole number.
The
      Committee, shall also make appropriate adjustments and modifications, as
      determined by the Committee, in the terms of any outstanding Awards to reflect
      or related to any such events, adjustments, substitutions or changes, including
      modifications of performance goals and changes in the length of Performance
      Periods.
      All
      determinations of the Committee as to adjustments or changes, if any, under
      this
      Section 4.2 shall be conclusive and binding on the Participants.

     

    4.3. No
      Limitation on Corporate Actions.
      The
      existence of the Plan and any Awards granted hereunder shall not affect in
      any
      way the right or power of the Company, any Subsidiary or any Affiliate to make
      or authorize any adjustment, recapitalization, reorganization or other change
      in
      its capital structure or business structure, any merger or consolidation, any
      issuance of debt, preferred or prior preference stock ahead of or affecting
      the
      Shares, additional shares of capital stock or other securities or subscription
      rights thereto, any dissolution or liquidation, any sale or transfer of all
      or
      part of its assets or business or any other corporate act or proceeding.


     

     

    ARTICLE
      V.

    ELIGIBILITY
      AND PARTICIPATION

     

    5.1. Eligibility.
      Employees, Non-Employee Directors and Consultants shall be eligible to become
      Participants and receive Awards in accordance with the terms and conditions
      of
      the Plan. 

     

    5.2. Actual
      Participation.
      Subject
      to the provisions of the Plan, the Committee may, from time to time, select
      Participants from all eligible Employees, Non-Employee Directors and Consultants
      and shall determine the nature and amount of each Award. 

     

     

    ARTICLE
      VI.

    STOCK
      OPTIONS

     

    6.1. Grant
      of Options. Subject to the terms and provisions of the Plan, Options may be
      granted to Participants in such number, and upon such terms, and at any
      time and from time to time as shall be determined by the Committee. The
      Committee may grant an Option or provide for the grant of an Option, either
      from
      time to time in the discretion of the Committee or automatically upon the
      occurrence of specified events, including the achievement of performance goals,
      the satisfaction of an event or condition within the control of the recipient
      of
      the Option or within the control of others. The granting of an Option shall
      take
      place when the Committee by 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    resolution,
      written consent or other appropriate action determines to grant such Option
      for
      a particular number of Shares to a particular Participant at a particular Option
      Price. 

     

    6.2. Award
      Agreement.
      Each
      Option grant shall be evidenced by an Award Agreement that shall specify the
      Option Price, the maximum duration of the Option, the number of Shares to which
      the Option pertains, the conditions upon which the Option shall become
      exercisable and such other provisions as the Committee shall determine, which
      are not inconsistent with the terms of the Plan. 

     

    6.3. Option
      Price.
      The
      Option Price for each Option shall be determined by the Committee and set forth
      in the Award Agreement; provided
      that
      Substitute Awards or Awards granted in connection with an adjustment provided
      for in Section 4.2, in the form of stock options, shall have an Option Price
      per
      Share that is intended to maintain the economic value of the Award that was
      replaced or adjusted, as determined by the Committee.

     

    6.4. Duration
      of Options.
      Each
      Option granted to a Participant shall expire at such time as the Committee
      shall
      determine at the time of grant and set forth in the Award Agreement;
provided,
      however,
      that no
      Option shall be exercisable later than the tenth (10th)
      anniversary of its date of grant.

     

    6.5. Exercise
      of Options.
      Options
      shall be exercisable at such times and be subject to such restrictions and
      conditions as the Committee shall in each instance determine and set forth
      in
      the Award Agreement, which need not be the same for each grant or for each
      Option or Participant. 

     

    6.6. Payment.
      Options
      shall be exercised by the delivery of a written notice of exercise to the
      Company, in a form specified or accepted by the Committee, or by complying
      with
      any alternative exercise procedures that may be authorized by the Committee,
      setting forth the number of Shares with respect to which the Option is to be
      exercised, accompanied by full payment for such Shares, which shall include
      applicable taxes, if any, in accordance with Article XVI. The Option Price
      upon
      exercise of any Option shall be payable to the Company in full either: (a)
      in
      cash or its equivalent; (b) subject to such terms, conditions and limitations
      as
      the Committee may prescribe, by tendering (either by actual delivery or
      attestation) unencumbered Shares previously acquired by the Participant
      exercising such Option having an aggregate Fair Market Value at the time of
      exercise equal to the total Option Price, (c) by a combination of (a) and
      (b); or (d) by any other method approved or accepted by the Committee in its
      sole discretion, including, if the Committee so determines, (x) a cashless
      (broker-assisted) exercise that complies with all applicable laws or (y)
      withholding of Shares otherwise deliverable to the Participant pursuant to
      the
      Option having an aggregate Fair Market Value at the time of exercise equal
      to
      the total Option Price. Subject to any governing rules or regulations, as soon
      as practicable after receipt of a written notification of exercise and full
      payment in accordance with the preceding provisions of this Section 6.6, the
      Company shall deliver to the Participant exercising an Option, in the
      Participant’s name, evidence of book entry Shares, or, upon the Participant’s
      request, Share certificates, in an appropriate amount based upon the number
      of
      Shares purchased under the Option, subject to Section 18.10. 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    6.7. Rights
      as a Shareholder.
      No
      Participant or other person shall become the beneficial owner of any Shares
      subject to an Option, nor have any rights to dividends or other rights of a
      shareholder with respect to any such Shares, until the Participant has actually
      received such Shares following exercise of his or her Option in accordance
      with
      the provisions of the Plan and the applicable Award Agreement. 

     

    6.8. Termination
      of Employment or Service.
      Except
      as otherwise provided in the Award Agreement, an Option may be exercised only
      to
      the extent that it is then exercisable, and if at all times during the period
      beginning with the date of granting of such Option and ending on the date of
      exercise of such Option the Participant is an Employee or Non-Employee Director,
      and shall terminate immediately upon a Termination of the Participant. An Option
      shall cease to become exercisable upon a Termination of the holder thereof.
      Notwithstanding the foregoing provisions of this Section 6.8 to the contrary,
      the Committee may determine in its discretion that an Option may be exercised
      following any such Termination, whether or not exercisable at the time of such
      Termination; provided,
      however,
      that in
      no event may an Option be exercised after the expiration date of such Option
      specified in the applicable Award Agreement, except as determined by the
      Committee.

     

     

    ARTICLE
      VII.

    STOCK
      APPRECIATION RIGHTS

     

    7.1. Grant
      of SARs.
      Subject
      to the terms and conditions of the Plan, SARs may be granted to Participants
      at
      any time and from time to time as shall be determined by the Committee. The
      Committee may grant an SAR (a) in connection and simultaneously with the grant
      of an Option (a Tandem SAR) or (b) independent of, and unrelated to, an Option
      (a Freestanding SAR). The Committee shall have complete discretion in
      determining the number of Shares to which an SAR pertains (subject to Article
      IV) and, consistent with the provisions of the Plan, in determining the terms
      and conditions pertaining to any SAR. 

     

    7.2. Grant
      Price.
      The
      Grant
      Price for each SAR shall be determined by the Committee and set forth in the
      Award Agreement, subject to the limitations of this Section 7.2. The Grant
      Price
      for each Freestanding SAR shall be not less than one hundred percent (100%)
      of the Fair Market Value of a Share on the date such Freestanding SAR is
      granted, except in the case of Substitute Awards or Awards granted in connection
      with an adjustment provided for in Section 4.2. The Grant Price of a Tandem
      SAR
      shall be equal to the Option Price of the related Option.

     

    7.3. Exercise
      of Tandem SARs.
      Tandem
      SARs may be exercised for all or part of the Shares subject to the related
      Option upon the surrender of the right to exercise the equivalent portion of
      the
      related Option. A Tandem SAR shall be exercisable only when and to the extent
      the related Option is exercisable and may be exercised only with respect to
      the
      Shares for which the related Option is then exercisable. A Tandem SAR shall
      entitle a Participant to elect, in the manner set forth in the Plan and the
      applicable Award Agreement, in lieu of exercising his or her unexercised related
      Option for all or a portion of the Shares for which such Option is then
      exercisable pursuant to its terms, to surrender such Option to the Company
      with
      respect to any or all of such Shares and to receive from the Company in exchange
      therefor a payment described in 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Section
      7.7. An Option with respect to which a Participant has elected to exercise
      a
      Tandem SAR shall, to the extent of the Shares covered by such exercise, be
      canceled automatically and surrendered to the Company. Such Option shall
      thereafter remain exercisable according to its terms only with respect to the
      number of Shares as to which it would otherwise be exercisable, less the number
      of Shares with respect to which such Tandem SAR has been so exercised.


     

    7.4. Exercise
      of Freestanding SARs.
      Freestanding SARs may be exercised upon whatever terms and conditions the
      Committee, in its sole discretion, in accordance with the Plan, determines
      and
      sets forth in the Award Agreement.

     

    7.5. Award
      Agreement.
      Each
      SAR grant shall be evidenced by an Award Agreement that shall specify the number
      of Shares to which the SAR pertains, the Grant Price, the term of the SAR,
      and
      such other terms and conditions as the Committee shall determine in accordance
      with the Plan.

     

    7.6. Term
      of SARs.
      The
      term of an SAR granted under the Plan shall be determined by the Committee,
      in
      its sole discretion; provided,
      however,
      that
      the term of any Tandem SAR shall be the same as the related Option and no SAR
      shall be exercisable more than ten (10) years after it is granted.

     

    7.7. Payment
      of SAR Amount.
      An
      election to exercise SARs shall be deemed to have been made on the date of
      Notice of such election to the Company. Upon exercise of an SAR, a Participant
      shall be entitled to receive payment from the Company in an amount determined
      by
      multiplying:

     

    (a) The
      excess of the Fair Market Value of a Share on the date of exercise over the
      Grant Price of the SAR; by

     

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

     

    Notwithstanding
      the foregoing provisions of this Section 7.7 to the contrary, the Committee
      may
      establish and set forth in the applicable Award Agreement a maximum amount
      per
      Share that will be payable upon the exercise of an SAR. At the discretion of
      the
      Committee, such payment upon exercise of an SAR shall be in cash, in Shares
      of
      equivalent Fair Market Value, or in some combination thereof. 

     

    7.8. Rights
      as a Shareholder.
      A
      Participant receiving an SAR shall have the rights of a Shareholder only as
      to
      Shares, if any, actually issued to such Participant upon satisfaction or
      achievement of the terms and conditions of the Award, and in accordance with
      the
      provisions of the Plan and the applicable Award Agreement, and not with respect
      to Shares to which such Award relates but which are not actually issued to
      such
      Participant.

     

    7.9. Termination
      of Employment or Service.
      Each
      SAR Award Agreement shall set forth the extent to which the Participant shall
      have the right to exercise the SAR following such Participant’s Termination, if
      at all, subject to Section 6.8, as applicable to any Tandem SAR. Such provisions
      shall be determined in the sole discretion of the Committee, need not be uniform
      among all SARs issued pursuant to the Plan, and may reflect distinctions based
      on the reasons for Termination.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    ARTICLE
      VIII.

    RESTRICTED
      STOCK AND RESTRICTED STOCK UNITS

     

    8.1. Awards
      of Restricted Stock and Restricted Stock Units.
      Subject
      to the terms and provisions of the Plan, the Committee, at any time and from
      time to time, may grant Shares of Restricted Stock and/or Restricted Stock
      Units
      to Participants in such amounts as the Committee shall determine. Subject to
      the
      terms and conditions of this Article VIII and the Award Agreement, upon delivery
      of Shares of Restricted Stock to a Participant, or creation of a book entry
      evidencing a Participant’s ownership of Shares of Restricted Stock, pursuant to
      Section 8.6, the Participant shall have all of the rights of a shareholder
      with
      respect to such Shares, subject to the terms and restrictions set forth in
      this
      Article VIII or the applicable Award Agreement or as determined by the
      Committee. Restricted Stock Units shall be similar to Restricted Stock, except
      no Shares are actually awarded to a Participant who is granted Restricted Stock
      Units on the date of grant, and such Participant shall have no rights of a
      shareholder with respect to such Restricted Stock Units. 

     

    8.2. Award
      Agreement.
      Each
      Restricted Stock and/or Restricted Stock Unit Award shall be evidenced by an
      Award Agreement that shall specify the Period of Restriction, the number of
      Shares of Restricted Stock or the number of Restricted Stock Units granted,
      and
      such other provisions as the Committee shall determine in accordance with the
      Plan. Any Restricted Stock Award must be accepted by the Participant within
      a
      period of ninety (90) days (or such shorter period as determined by the
      Committee at the time of award) after the award date, by executing such
      Restricted Stock Award Agreement and providing the Committee or its designee
      a
      copy of such executed Award Agreement and payment of the applicable purchase
      price of such Shares of Restricted Stock, if any, as determined by the
      Committee.

     

    8.3. Nontransferability
      of Restricted Stock.
      Except
      as provided in this Article VIII, Shares of Restricted Stock may not be sold,
      transferred, pledged, assigned, encumbered, alienated, hypothecated or otherwise
      disposed of until the end of the applicable Period of Restriction established
      by
      the Committee and specified in the Restricted Stock Award Agreement.


     

    8.4. Period
      of Restriction and Other Restrictions.
      The
      Period of Restriction shall lapse based on continuing service as a Non-Employee
      Director or Consultant or continuing employment with the Company, a Subsidiary
      or an Affiliate, the achievement of performance goals, the satisfaction of
      other
      conditions or restrictions or upon the occurrence of other events, in each
      case,
      as determined by the Committee, at its discretion, and stated in the Award
      Agreement. 

     

    8.5. Delivery
      of Shares, Payment of Restricted Stock Units.
      Subject
      to Section 18.10, after the last day of the Period of Restriction applicable
      to
      a Participant’s Shares of Restricted Stock, and after all conditions and
      restrictions applicable to such Shares of Restricted Stock have been satisfied
      or lapse (including satisfaction of any applicable withholding tax obligations),
      pursuant to the applicable Award Agreement, such Shares of Restricted Stock
      shall become freely transferable by such Participant. After the last day of
      the
      Period of Restriction applicable to a Participant’s Restricted Stock Units, and
      after all conditions and restrictions applicable to Restricted Stock Units
      have
      been satisfied or lapse (including satisfaction of any applicable 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    withholding
      tax obligations), pursuant to the applicable Award Agreement, such Restricted
      Stock Units shall be settled by delivery of Shares, a cash payment determined
      by
      reference to the then-current Fair Market Value of Shares or a combination
      of
      Shares and such cash payment as the Committee, in its sole discretion, shall
      determine, either by the terms of the Award Agreement or otherwise.

     

    8.6. Forms
      of Restricted Stock Awards.
      Each
      Participant who receives an Award of Shares of Restricted Stock shall be issued
      a stock certificate or certificates evidencing the Shares covered by such Award
      registered in the name of such Participant, which certificate or certificates
      may contain an appropriate legend. The Committee may require a Participant
      who
      receives a certificate or certificates evidencing a Restricted Stock Award
      to
      immediately deposit such certificate or certificates, together with a stock
      power or other appropriate instrument of transfer, endorsed in blank by the
      Participant, with signatures guaranteed in accordance with the Exchange Act
      if
      required by the Committee, with the Secretary of the Company or an escrow holder
      as provided in the immediately following sentence. The Secretary of the Company
      or such escrow holder as the Committee may appoint shall retain physical custody
      of each certificate representing a Restricted Stock Award until the Period
      of
      Restriction and any other restrictions imposed by the Committee or under the
      Award Agreement with respect to the Shares evidenced by such certificate expire
      or shall have been removed. The foregoing to the contrary notwithstanding,
      the
      Committee may, in its discretion, provide that a Participant’s ownership of
      Shares of Restricted Stock prior to the lapse of the Period of Restriction
      or
      any other applicable restrictions shall, in lieu of such certificates, be
      evidenced by a “book entry” (i.e.,
      a
      computerized or manual entry) in the records of the Company or its designated
      agent in the name of the Participant who has received such Award. Such records
      of the Company or such agent shall, absent manifest error, be binding on all
      Participants who receive Restricted Stock Awards evidenced in such manner.
      The
      holding of Shares of Restricted Stock by the Company or such an escrow holder,
      or the use of book entries to evidence the ownership of Shares of Restricted
      Stock, in accordance with this Section 8.6, shall not affect the rights of
      Participants as owners of the Shares of Restricted Stock awarded to them, nor
      affect the restrictions applicable to such shares under the Award Agreement
      or
      the Plan, including the Period of Restriction. 

     

    8.7. Voting
      Rights.
      Unless
      otherwise determined by the Committee and set forth in a Participant’s Award
      Agreement, to the extent permitted or required by law, as determined by the
      Committee, Participants holding Shares of Restricted Stock may be granted the
      right to exercise full voting rights with respect to those Shares during the
      Period of Restriction. A Participant shall have no voting rights with respect
      to
      any Restricted Stock Units.

     

    8.8. Dividends
      and Other Distributions.
      During
      the Period of Restriction, Participants holding Shares of Restricted Stock
      shall
      be credited with any cash dividends paid with respect to such Shares while
      they
      are so held, unless determined otherwise by the Committee and set forth in
      the
      Award Agreement. The Committee may apply any restrictions to such dividends
      that
      the Committee deems appropriate. Except as set forth in the Award Agreement,
      in
      the event of (a) any adjustment as provided in Section 4.2, or (b) any shares
      or
      securities are received as a dividend, or an extraordinary dividend is paid
      in
      cash, on Shares of Restricted Stock, any new or additional Shares or securities
      or any extraordinary dividends paid in cash received by a recipient of
      Restricted Stock shall be subject to the same terms and conditions, including
      the Period of Restriction, as relate to the original Shares of Restricted Stock.
      

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    8.9. Termination
      of Employment or Service.
      Except
      as otherwise provided in this Section 8.9, during the Period of Restriction,
      any
      Restricted Stock Units and/or Shares of Restricted Stock held by a Participant
      shall be forfeited and revert to the Company (or, if Shares of Restricted Sock
      were sold to the Participant, the Participant shall be required to resell such
      Shares to the Company at cost) upon the Participant’s Termination or the failure
      to meet or satisfy any applicable performance goals or other terms, conditions
      and restrictions to the extent set forth in the applicable Award Agreement.
      Each
      applicable Award Agreement shall set forth the extent to which, if any, the
      Participant shall have the right to retain Restricted Stock Units and/or Shares
      of Restricted Stock following such Participant’s Termination. Such provisions
      shall be determined in the sole discretion of the Committee, shall be included
      in the applicable Award Agreement, need not be uniform among all such Awards
      issued pursuant to the Plan, and may reflect distinctions based on the reasons
      for, or circumstances of, such Termination. 

     

     

    ARTICLE
      IX.

    PERFORMANCE
      UNITS, PERFORMANCE SHARES, AND CASH-BASED AWARDS

     

    9.1. Grant
      of Performance Units, Performance Shares and Cash-Based Awards.
      Subject
      to the terms of the Plan, Performance Units, Performance Shares, and/or
      Cash-Based Awards may be granted to Participants in such amounts and upon such
      terms, and at any time and from time to time, as shall be determined by the
      Committee, in accordance with the Plan. A Performance Unit, Performance Share
      or
      Cash-Based Award entitles the Participant who receives such Award to receive
      Shares or cash upon the attainment of performance goals and/or satisfaction
      of
      other terms and conditions determined by the Committee when the Award is granted
      and set forth in the Award Agreement. Such entitlements of a Participant with
      respect to his or her outstanding Performance Unit, Performance Share or
      Cash-Based Award shall be reflected by a bookkeeping entry in the records of
      the
      Company, unless otherwise provided by the Award Agreement. The terms and
      conditions of such Awards shall be consistent with the Plan and set forth in
      the
      Award Agreement and need not be uniform among all such Awards or all
      Participants receiving such Awards.

     

    9.2. Value
      of Performance Units, Performance Shares and Cash-Based Awards.
      Each
      Performance Unit shall have an initial value that is established by the
      Committee at the time of grant. Each Performance Share shall have an initial
      value equal to the Fair Market Value of a Share on the date of grant. Each
      Cash-Based Award shall have a value as shall be determined by the Committee.
      The
      Committee shall set performance goals in its discretion which, depending on
      the
      extent to which they are met, will determine the number and/or value of
      Performance Units and Performance Shares and Cash-Based Awards that will be
      paid
      out to the Participant. 

     

    9.3. Earning
      of Performance Units, Performance Shares and Cash-Based Awards.
      Subject
      to the terms of the Plan, after the applicable Performance Period has
      ended, the holder of Performance Units, Performance Shares or Cash-Based Awards
      shall be entitled to receive payment on the number and value of Performance
      Units, Performance Shares or Cash-Based Awards earned by the Participant over
      the Performance Period, to be determined as a function of the extent to which
      the corresponding performance goals and/or other terms and conditions have
      been achieved or satisfied. The Committee shall determine the extent to which
      any such pre-

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    established
      performance goals and/or other terms and conditions of a Performance Unit,
      Performance Share or Cash-Based Award are attained or not attained following
      conclusion of the applicable Performance Period. The Committee may, in its
      discretion, waive any such performance goals and/or other terms and conditions
      relating to any such Award. 

     

    9.4. Form
      and Timing of Payment of Performance Units, Performance Shares and Cash-Based
      Awards.
      Payment
      of earned Performance Units, Performance Shares and Cash-Based Awards shall
      be
      as determined by the Committee and as set forth in the Award Agreement. Subject
      to the terms of the Plan, the Committee, in its sole discretion, may
      pay earned Performance Units, Performance Shares and Cash-Based Awards in
      the form of cash or in Shares (or in a combination thereof) which have an
      aggregate Fair Market Value equal to the value of the earned Performance Units,
      Performance Shares or Cash-Based Awards as soon as practicable after the end
      of
      the Performance Period and following the Committee’s determination of actual
      performance against the performance goals and/or other terms and conditions
      established by the Committee. Such Shares may be granted subject to any
      restrictions imposed by the Committee, including pursuant to Section 18.10.
      The
      determination of the Committee with respect to the form of payment of such
      Awards shall be set forth in the Award Agreement pertaining to the grant of
      the
      Award. 

     

    9.5. Rights
      as a Shareholder.
      A
      Participant receiving a Performance Unit, Performance Share or Cash-Based Award
      shall have the rights of a shareholder only as to Shares, if any, actually
      received by the Participant upon satisfaction or achievement of the terms and
      conditions of such Award and not with respect to Shares subject to the Award
      but
      not actually issued to such Participant. 

     

    9.6. Termination
      of Employment or Service.
      Each
      Award Agreement shall set forth the extent to which the Participant shall have
      the right to retain Performance Units, Performance Shares and/or Cash-Based
      Award following such Participant’s Termination, if at all. Such provisions shall
      be determined in the sole discretion of the Committee, shall be included in
      the
      applicable Award Agreement, need not be uniform among all such Awards issued
      pursuant to the Plan, and may reflect distinctions based on the reasons for
      Termination. 

     

     

    ARTICLE
      X.

    OTHER
      STOCK-BASED AWARDS

     

    10.1. Other
      Stock-Based Awards.
      The
      Committee may grant types of equity-based or equity-related Awards not otherwise
      described by the terms of the Plan (including the grant or offer for sale of
      unrestricted Shares), in such amounts (subject to Article IV) and subject to
      such terms and conditions, as the Committee shall determine. Such Other
      Stock-Based Awards may involve the transfer of actual Shares to Participants,
      or
      payment in cash or otherwise of amounts based on the value of Shares and may
      include Awards designed to comply with or take advantage of the applicable
      local
      laws of jurisdictions in which the Participants are located.

     

    10.2. Value
      of Other Stock-Based Awards.
      Each
      Other Stock-Based Award shall be expressed in terms of Shares or units based
      on
      Shares, as determined by the Committee. The Committee may establish performance
      goals in its discretion, and any such performance goals 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    shall
      be
      set forth in the applicable Award Agreement. If the Committee exercises its
      discretion to establish performance goals, the number and/or value of Other
      Stock-Based Awards that will be paid out to the Participant will depend on
      the
      extent to which such performance goals are met.

     

    10.3. Payment
      of Other Stock-Based Awards.
      Payment, if any, with respect to an Other Stock-Based Award shall be made in
      accordance with the terms of the Award, as set forth in the Award Agreement,
      in
      cash or Shares as the Committee determines. 

     

    10.4. Termination
      of Employment or Service.
      The
      Committee shall determine the extent to which the Participant shall have the
      right to receive Other Stock-Based Awards following the Participant’s
      Termination, if at all. Such provisions shall be determined in the sole
      discretion of the Committee, such provisions may be included in the applicable
      Award Agreement, but need not be uniform among all Other Stock-Based Awards
      issued pursuant to the Plan, and may reflect distinctions based on the reasons
      for Termination.

     

     

    ARTICLE
      XI.

    DIVIDEND
      EQUIVALENTS

     

    11.1. Dividend
      Equivalents.
      Unless
      otherwise provided by the Committee, no adjustment shall be made in the Shares
      issuable or taken into account under Awards on account of cash dividends that
      may be paid or other rights that may be issued to the holders of Shares prior
      to
      issuance of such Shares under such Award. The Committee may grant Dividend
      Equivalents based on the dividends declared on Shares that are subject to any
      Award, including any Award the payment or settlement of which is deferred
      pursuant to Section 18.6. Dividend Equivalents may be credited as of the
      dividend payment dates, during the period between the date the Award is granted
      and the date the Award becomes payable or terminates or expires. Dividend
      Equivalents may be subject to any limitations and/or restrictions determined
      by
      the Committee. Dividend Equivalents shall be converted to cash or additional
      Shares by such formula and at such time,
      and
      shall be paid at such times,
      as may
      be determined by the Committee.
      

     

     

    ARTICLE
      XII.

    TRANSFERABILITY
      OF AWARDS; BENEFICIARY DESIGNATION

     

    12.1. All
      Other Awards.
      Except
      as otherwise provided in Section 8.5 or Section 12.3 or a Participant’s Award
      Agreement or otherwise determined at any time by the Committee, no Award granted
      under the Plan may be sold, transferred, pledged, assigned, or otherwise
      alienated or hypothecated, other than by will or by the laws of descent and
      distribution; provided
      that the
      Committee may permit further transferability, on a general or a specific basis,
      and may impose conditions and limitations on any permitted
      transferability,
      subject
      to any applicable Period of Restriction. Further,
      except as otherwise provided in a Participant’s Award Agreement or otherwise
      determined at any time by the Committee, or unless the Committee decides to
      permit further transferability, subject
      any applicable Period of Restriction,
      all
      Awards granted to a Participant under the Plan, and all rights with respect
      to
      such Awards, shall be exercisable or 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    available
      during his or her lifetime only by or to such Participant. With respect to
      those
      Awards, if any, that are permitted to be transferred to another individual,
      references in the Plan to exercise or payment related to such Awards by or
      to
      the Participant shall be deemed to include, as determined by the Committee,
      the
      Participant’s permitted transferee. In the event any Award is exercised by or
      otherwise paid to the executors, administrators, heirs or distributees of the
      estate of a deceased Participant, or such a Participant’s beneficiary, or the
      transferee of an Award, in any such case, pursuant to the terms and conditions
      of the Plan and the applicable Agreement and in accordance with such terms
      and
      conditions as may be specified from time to time by the Committee, the Company
      shall be under no obligation to issue Shares thereunder unless and until the
      Company is satisfied, as determined in the discretion of the Committee, that
      the
      person or persons exercising such Award, or to receive such payment, are the
      duly appointed legal representative of the deceased Participant’s estate or the
      proper legatees or distributees thereof or the named beneficiary of such
      Participant, or the valid transferee of such Award, as applicable. Any purported
      assignment, transfer or encumbrance of an Award that does not comply with this
      Section 12.1 shall be void and unenforceable against the Company.

     

    12.2. Beneficiary
      Designation.
      Each
      Participant may, from time to time, name any beneficiary or beneficiaries who
      shall be permitted to exercise his or her Option or SAR or to whom any benefit
      under the Plan is to be paid in case of the Participant’s death before he or she
      fully exercises his or her Option or SAR or receives any or all of such benefit.
      Each such designation shall revoke all prior designations by the same
      Participant, shall be in a form prescribed by the Company, and will be effective
      only when filed by the Participant in writing with the Company during the
      Participant’s lifetime. In the absence of any such beneficiary designation, a
      Participant’s unexercised Option or SAR, or amounts due but remaining unpaid to
      such Participant, at the Participant’s death, shall be exercised or paid as
      designated by the Participant by will or by the laws of descent and
      distribution.

     

     

    ARTICLE
      XIII.

    RIGHTS
      OF PARTICIPANTS

     

    13.1. Rights
      or Claims.
      No
      individual shall have any rights or claims under the Plan except in accordance
      with the provisions of the Plan and any applicable Award Agreement. The grant
      of
      an Award under the Plan shall not confer any rights upon the Participant holding
      such Award other than such terms, and subject to such conditions, as are
      specified in the Plan as being applicable to such type of Award, or to all
      Awards, or as are expressly set forth in the Award Agreement evidencing such
      Award. Without limiting the generality of the foregoing, nothing contained
      in
      the Plan or in any Award Agreement shall be deemed to: 

     

    
      	
            	(a)	
              Give
                any Employee or Non-Employee Director the right to be retained in
                the
                service of the Company, an Affiliate and/or a Subsidiary, whether
                in any
                particular position, at any particular rate of compensation, for
                any
                particular period of time or
                otherwise;

            


    

     

    
      	 	
              (b)

            	
              Restrict
                in any way the right of the Company, an Affiliate and/or a Subsidiary
                to
                terminate, change or modify any Employee’s employment or any Non-Employee
                Director’s service as a Director at any time with or without Cause;
                

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (c)

            	
              Confer
                on any Consultant any right of continued relationship with the Company,
                an
                Affiliate and/or a Subsidiary, or alter any relationship between
                them,
                including any right of the Company or an Affiliate or Subsidiary
                to
                terminate, change or modify its relationship with a
                Consultant;

            


    

     

    
      	 	
              (d)

            	
              Give
                any Employee, Non-Employee Director or Consultant the right to receive
                any
                bonus, whether payable in cash or in Shares, or in any combination
                thereof, from the Company, an Affiliate and/or a Subsidiary, nor
                be
                construed as limiting in any way the right of the Company, an Affiliate
                and/or a Subsidiary to determine, in its sole discretion, whether
                or not
                it shall pay any Employee, Non-Employee Director or Consultant bonuses,
                and, if so paid, the amount thereof and the manner of such payment;
                or
                

            


    

     

    
      	 	
              (e)

            	
              Give
                any Participant any rights whatsoever with respect to an Award except
                as
                specifically provided in the Plan and the Award
                Agreement.

            


    

     

    13.2. Adoption
      of the Plan. The
      adoption of the Plan shall not be deemed to give any Employee, Non-Employee
      Director or Consultant or any other individual any right to be selected as
      a
      Participant or to be granted an Award, or, having been so selected, to be
      selected to receive a future Award.

     

    13.3. Vesting.
      Notwithstanding any other provision of the Plan, a Participant’s right or
      entitlement to exercise or otherwise vest in any Award not exercisable or vested
      at the time of grant shall only result from continued services as a Non-Employee
      Director or Consultant or continued employment, as the case may be, with the
      Company or any Subsidiary or Affiliate, or satisfaction of any other performance
      goals or other conditions or restrictions applicable, by its terms, to such
      Award.

     

    13.4. No
      Effects on Benefits.
      Payments and other compensation received by a Participant under an Award are
      not
      part of such Participant’s normal or expected compensation or salary for any
      purpose, including calculating termination, indemnity, severance, resignation,
      redundancy, end of service payments, bonuses, long-service awards, pension
      or
      retirement benefits or similar payments under any laws, plans, contracts,
      arrangements or otherwise. No claim or entitlement to compensation or damages
      arises from the termination of the Plan or diminution in value of any Award
      or
      Shares purchased or otherwise received under the Plan.

     

    13.5. One
      or
      More Types of Awards.
      A
      particular type of Award may be granted to a Participant either alone or in
      addition to other Awards under the Plan.

     

     

    ARTICLE
      XIV.

    CHANGE
      OF CONTROL

     

    14.1. Treatment
      of Outstanding Awards.
      In the
      event of a Change of Control, unless otherwise specifically prohibited by any
      applicable laws, rules or regulations or otherwise provided in any applicable
      Award Agreement, as in effect prior to the occurrence of the Change of Control,
      specifically with respect to a Change of Control: 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (a) In
      its
      discretion, and on such terms and conditions as it deems appropriate, the
      Committee may provide, either by the terms of the Award Agreement or by
      resolution adopted prior to the occurrence of such Change of Control, that
      any
      Options, SARs and Other Stock-Based Awards (if applicable) which are outstanding
      shall become exercisable as determined by the Committee, notwithstanding
      anything to the contrary in the Award Agreement.

     

    (b) In
      its
      discretion, and on such terms and conditions as it deems appropriate, the
      Committee may provide, either by the terms of the Award Agreement or by
      resolution adopted prior to the occurrence of such Change of Control, that
      restrictions, performance goals or other conditions applicable to Restricted
      Stock Units, Shares of Restricted Stock and Other Stock-Based Awards previously
      awarded to Participants shall be canceled or deemed achieved, the Period of
      Restriction applicable thereto shall terminate, and restrictions on transfer,
      sale, assignment, pledge or other disposition applicable to any such Shares
      of
      Restricted Stock shall lapse, in each case, to the extent provided by the
      Committee, notwithstanding anything to the contrary in the Award
      Agreement.

     

    (c) In
      its
      discretion, and on such terms and conditions as it deems appropriate, the
      Committee may provide, either by the terms of the Award Agreement or by
      resolution adopted prior to the occurrence of such Change of Control, that
      any
      Awards which are outstanding shall, in whole or in part, immediately become
      vested and nonforfeitable.

     

    (d) In
      its
      discretion, and on such terms and conditions as it deems appropriate, the
      Committee may provide, either by the terms of the Award Agreement or by
      resolution adopted prior to the occurrence of such Change of Control, that
      the
      target payment opportunities attainable under any outstanding Awards of
      Performance Units, Performance Shares, Cash-Based Awards and other Awards shall
      be deemed to have been fully or partially earned for any Performance Period(s),
      as determined by the Committee, immediately prior to the effective date of
      the
      Change of Control. 

     

    (e) In
      its
      discretion, and on such terms and conditions as it deems appropriate, the
      Committee may provide, either by the terms of the Award Agreement applicable
      to
      any Award or by resolution adopted prior to the occurrence of such Change of
      Control, that any Award the payment or settlement of which was deferred under
      Section 18.6 or otherwise may be paid or distributed immediately prior to the
      Change of Control, except as otherwise provided by the Committee in accordance
      with Section 16.1(f).

     

    (f) In
      its
      discretion, and on such terms and conditions as it deems appropriate, the
      Committee may provide, either by the terms of the Award Agreement applicable
      to
      any Award or by resolution adopted prior to the occurrence of the Change of
      Control, that any outstanding Award shall be adjusted by substituting for each
      Share subject to such Award immediately prior to the transaction resulting
      in
      the Change of Control the consideration (whether stock or other securities
      of
      the surviving corporation or any successor corporation to the Company, or a
      parent or subsidiary thereof, or that may be issuable by another corporation
      that is a party to the transaction resulting in the Change of Control) received
      in such transaction by holders of Shares for each Share held on the closing
      or
      effective date of such transaction, in which event the aggregate Option Price
      or
      Grant Price, as applicable, of the Award shall remain 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    the
      same;
provided,
      however,
      that if
      such consideration received in such transaction is not solely stock of a
      successor, surviving or other corporation, the Committee may provide for the
      consideration to be received upon exercise or payment of an Award, for each
      Share subject to such Award, to be solely stock or other securities of the
      successor, surviving or other corporation, as applicable, equal in fair market
      value, as determined by the Committee, to the per-Share consideration received
      by holders of Shares in such transaction.

     

    (g) In
      its
      discretion, and on such terms and conditions as it deems appropriate, the
      Committee may provide, either by the terms of the Award Agreement applicable
      to
      any Award or by resolution adopted prior to the occurrence of the Change of
      Control, that any outstanding Award (or portion thereof) shall be converted
      into
      a right to receive cash, on or as soon as practicable following the closing
      date
      or expiration date of the transaction resulting in the Change of Control in
      an
      amount equal to the highest value of the consideration to be received in
      connection with such transaction for one Share, or, if higher, the highest
      Fair
      Market Value of a Share during the thirty (30) consecutive business days
      immediately prior to the closing date or expiration date of such transaction,
      less the per-Share Option Price, Grant Price or outstanding unpaid purchase
      price, as applicable to the Award, multiplied by the number of Shares subject
      to
      such Award, or the applicable portion thereof.

     

    (h) The
      Committee may, in its discretion, provide that an Award can or cannot be
      exercised after, or will otherwise terminate or not terminate as of, a Change
      of
      Control.

     

    14.2. No
      Implied Rights; Other Limitations.
      No
      Participant shall have any right to prevent the consummation of any of the
      acts
      described in Section 4.2 or 14.1 affecting the number of Shares available to,
      or
      other entitlement of, such Participant under the Plan or such Participant’s
      Award. Any actions or determinations of the Committee under this Article XVI
      need not be uniform as to all outstanding Awards, nor treat all Participants
      identically. Notwithstanding the adjustments described in Section 14.1, in
      no
      event may any Option or SAR be exercised after ten (10) years from the date
      it
      was originally granted.

     

     

    ARTICLE
      XV.

    AMENDMENT,
      MODIFICATION, AND TERMINATION

     

    15.1. Amendment,
      Modification, and Termination.
      The
      Board may, at any time and with or without prior notice, amend, alter, suspend,
      or terminate the Plan, and the Committee may, to the extent permitted by the
      Plan, amend the terms of any Award theretofore granted, including any Award
      Agreement, in each case, retroactively or prospectively; provided,
      however,
      that no
      such amendment, alteration, suspension, or termination of the Plan shall be
      made
      which, without first obtaining approval of the shareholders of the Company
      (where such approval is necessary to satisfy any applicable law, regulation
      or
      rule (including the applicable regulations and rules of the SEC and any national
      securities exchange)), would:

     

    (a) except
      as
      is provided in Section 4.2, increase the maximum number of Shares which may
      be
      sold or awarded under the Plan;

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (b) except
      as
      is provided in Section 4.2, decrease the minimum Option Price or Grant Price
      requirements of Section 7.2, respectively;

     

    (c) change
      the class of persons eligible to receive Awards under the Plan; 

     

    (d) extend
      the duration of the Plan or the period during which Options or SARs may be
      exercised under Section 6.4 or 7.6, as applicable; or

     

    (e)
       otherwise
      require shareholder approval to comply with any applicable law, regulation
      or
      rule (including the applicable regulations and rules of the SEC and any national
      securities exchange).

     

    In
      addition, no such amendment, alteration, suspension or termination of the Plan
      or any Award theretofore granted, including any Award Agreement, shall be made
      which would materially impair the previously accrued rights of a Participant
      under any outstanding Award without the written consent of such Participant,
      provided,
      however,
      that
      the Board may amend or alter the Plan and the Committee may amend or alter
      any
      Award, including any Agreement, either retroactively or prospectively, without
      the consent of the applicable Participant, (x) so as to preserve or come within
      any exemptions from liability under Section 16(b) of the Exchange Act, pursuant
      to the rules and releases promulgated by the SEC (including Rule 16b-3), or
      (y)
      if the Board or the Committee determines in its discretion that such amendment
      or alteration either (I) is required or advisable for the Company, the Plan
      or
      the Award to satisfy, comply with or meet the requirements of any law,
      regulation, rule or accounting standard or (II) is not reasonably likely to
      significantly diminish the benefits provided under such Award, or that such
      diminishment has been or will be adequately compensated.

     

     

    ARTICLE
      XVI.

    TAX
      WITHHOLDING AND OTHER TAX MATTERS

     

    16.1. Tax
      Withholding.
      The
      Company and/or any Subsidiary or Affiliate are authorized to withhold from
      any
      Award granted or payment due under the Plan the amount of all taxes due in
      respect of such Award or payment and take any such other action as may be
      necessary or appropriate, as determined by the Committee, to satisfy all
      obligations for the payment of such taxes. The recipient of any payment or
      distribution under the Plan shall make arrangements satisfactory to the Company,
      as determined in the Committee’s discretion, for the satisfaction of any tax
      obligations that arise by reason of any such payment or distribution. The
      Company shall not be required to make any payment or distribution under or
      relating to the Plan or any Award until such obligations are satisfied or such
      arrangements are made, as determined by the Committee in its
      discretion.

     

    16.2. Withholding
      or Tendering Shares.
      Without
      limiting the generality of Section 16.1, the Committee may in its discretion
      permit a Participant to satisfy or arrange to satisfy, in whole or in part,
      the
      tax obligations incident to an Award by: (a) electing to have the Company
      withhold Shares or other property otherwise deliverable to such Participant
      pursuant to his or her Award (provided,
      however,
      that
      the amount of any Shares so withheld shall not exceed the amount necessary
      to
      satisfy required withholding obligations using the minimum statutory


     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    withholding
      rates for tax purposes, including payroll taxes, that are applicable to
      supplemental taxable income) and/or (b) tendering to the Company Shares owned
      by
      such Participant (or by such Participant and his or her spouse jointly) and
      purchased or held for the requisite period of time as may be required to avoid
      the Company’s or the Affiliates’ or Subsidiaries’ incurring an adverse
      accounting charge, based, in each case, on the Fair Market Value of the Shares
      on the payment date as determined by the Committee. All such elections shall
      be
      irrevocable, made in writing, signed by the Participant, and shall be subject
      to
      any restrictions or limitations that the Committee, in its sole discretion,
      deems appropriate.

     

    16.3. Restrictions.
      The
      satisfaction of tax obligations pursuant to this Article XVI shall be subject
      to
      such restrictions as the Committee may impose, including any restrictions
      required by applicable law or the rules and regulations of the SEC, and shall
      be
      construed consistent with an intent to comply with any such applicable laws,
      rule and regulations.

     

     

    ARTICLE
      XVII.

    LIMITS
      OF LIABILITY; INDEMNIFICATION

     

    17.1. Limits
      of Liability.
      

     

    (a) Any
      liability of the Company or a Subsidiary or Affiliate to any Participant with
      respect to any Award shall be based solely upon contractual obligations created
      by the Plan and the Award Agreement.

     

    (b) None
      of
      the Company, any Subsidiary, any Affiliate, any member of the Board or the
      Committee or any other person participating in any determination of any question
      under the Plan, or in the interpretation, administration or application of
      the
      Plan, shall have any liability, in the absence of bad faith, to any party for
      any action taken or not taken in connection with the Plan, except as may
      expressly be provided by statute.

     

    (c) Each
      member of the Committee, while serving as such, shall be considered to be acting
      in his or her capacity as a director of the Company. Members of the Board of
      Directors and members of the Committee acting under the Plan shall be fully
      protected in relying in good faith upon the advice of counsel and shall incur
      no
      liability except for gross negligence or willful misconduct in the performance
      of their duties.

     

    (d) The
      Company shall not be liable to a Participant or any other person as to: (i)
      the
      non-issuance of Shares as to which the Company has been unable to obtain from
      any regulatory body having relevant jurisdiction the authority deemed by the
      Committee or the Company’s counsel to be necessary to the lawful issuance and
      sale of any Shares hereunder, and (ii) any tax consequence expected, but not
      realized, by any Participant or other person due to the receipt, exercise or
      settlement of any Option or other Award.

     

    17.2. Indemnification. Subject
      to the requirements of applicable law, each individual who is or shall have
      been
      a member of the Committee or of the Board, or an officer of the Company to
      whom
      authority was delegated in accordance with Article III, shall be indemnified
      and
      held harmless by the Company against and from any loss, cost, liability, or
      expense that may 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    be
      imposed upon or reasonably incurred by him or her in connection with or
      resulting from any claim, action, suit, or proceeding to which he or she may
      be
      a party or in which he or she may be involved by reason of any action taken
      or
      failure to act under the Plan and against and from any and all amounts paid
      by
      him or her in settlement thereof, with the Company’s approval, or paid by him or
      her in satisfaction of any judgment in any such action, suit, or proceeding
      against him or her, provided
      he or
      she shall give the Company an opportunity, at its own expense, to handle and
      defend the same before he or she undertakes to handle and defend it on his
      or her own behalf, unless such loss, cost, liability, or expense is a result
      of
      the individual’s own willful misconduct or except as provided by statute. The
      foregoing right of indemnification shall not be exclusive of any other rights
      of
      indemnification to which such individual may be entitled under the
      Company’s Articles of Association, as a matter of law, or otherwise, or any
      power that the Company may have to indemnify or hold harmless such
      individual.

     

     

    ARTICLE
      XVIII.

    MISCELLANEOUS

     

    18.1. Drafting
      Context.
      Except
      where otherwise indicated by the context, any masculine term used herein also
      shall include the feminine; the plural shall include the singular and the
      singular shall include the plural. The words “Article,” “Section,” and
“paragraph” herein shall refer to provisions of the Plan, unless expressly
      indicated otherwise. The words “include,” “includes,” and “including” herein
      shall be deemed to be followed by “without limitation” whether or not they are
      in fact followed by such words or words of similar import, unless the context
      otherwise requires.

     

    18.2. Forfeiture
      Events.

     

    (a) Notwithstanding
      any provision of the Plan to the contrary, the Committee shall have the
      authority to determine (and may so provide in any Agreement) that a
      Participant’s (including his or her estate’s, beneficiary’s or transferee’s)
      rights (including the right to exercise any Option or SAR), payments and
      benefits with respect to any Award shall be subject to reduction, cancellation,
      forfeiture or recoupment in the event of the Participant’s Termination for Cause
      or due to voluntary resignation; serious misconduct; violation of the Company’s
      or a Subsidiary’s or Affiliate’s policies; breach of fiduciary duty;
      unauthorized disclosure of any trade secret or confidential information of
      the
      Company or a Subsidiary or Affiliate; breach of applicable noncompetition,
      nonsolicitation, confidentiality or other restrictive covenants; or other
      conduct or activity that is in competition with the business of the Company
      or
      any Subsidiary or Affiliate, or otherwise detrimental to the business,
      reputation or interests of the Company and/or any Subsidiary or Affiliate;
      or
      upon the occurrence of certain events specified in the applicable Award
      Agreement (in any such case, whether or not the Participant is then an Employee,
      Non-Employee Director or Consultant). The determination of whether a
      Participant’s conduct, activities or circumstances are described in the
      immediately preceding sentence shall be made by the Committee in its good faith
      discretion, and pending any such determination, the Committee shall have the
      authority to suspend the exercise, payment, delivery or settlement of all or
      any
      portion of such Participant’s outstanding Awards pending an investigation of the
      matter.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (b) If
      the
      Company is required to prepare an accounting restatement (x) due to the material
      noncompliance of the Company, as a result of misconduct, with any financial
      reporting requirement under the securities laws, if a Participant knowingly
      or
      grossly negligently engaged in such misconduct, or knowingly or grossly
      negligently failed to prevent such misconduct, or if a Participant is one of
      the
      individuals subject to automatic forfeiture under Section 304 of the
      Sarbanes-Oxley Act of 2002, the Participant shall reimburse the Company the
      amount of any payment in settlement of an Award earned or accrued during the
      twelve- (12-) month period following the first public issuance or filing with
      the SEC (whichever just occurred) of the financial document embodying such
      financial reporting requirement, and (y) the Committee may in its discretion
      provide that if the amount earned under any Participant’s Award is reduced by
      such restatement, such Participant shall reimburse the Company the amount of
      any
      such reduction previously paid in settlement of such Award.

     

    18.3. Severability.
      In the
      event any provision of the Plan shall be held illegal or invalid for any reason,
      the illegality or invalidity shall not affect the remaining parts of the Plan,
      and the Plan shall be construed and enforced as if the illegal or invalid
      provision had not been included.

     

    18.4. Transfer,
      Leave of Absence.  The
      Committee shall have the discretion to determine the effects upon any Award,
      upon an individual’s status as an Employee, Non-Employee Director or Consultant
      for purposes of the Plan (including whether a Participant shall be deemed to
      have experienced a Termination or other change in status) and upon the
      exercisability, vesting, termination or expiration of any Award in the case
      of:
      (a) any Participant who is employed by an entity that ceases to be an Affiliate
      or Subsidiary (whether due to a spin-off or otherwise), (b) any transfer of
      a
      Participant between locations of employment with the Company, an Affiliate,
      and/or Subsidiary or between the Company, an Affiliate or Subsidiary or between
      Affiliates or Subsidiaries, (c) any leave of absence of a Participant, (d)
      any
      change in a Participant’s status from an Employee to a Consultant or a
      Non-Employee Director, or vice versa, (e) any increase or decrease in the scope
      of engagement of a Participant; and (f) upon approval by the Committee, any
      Employee who experiences a Termination but becomes employed by a partnership,
      joint venture, corporation or other entity not meeting the requirements of
      an
      Affiliate or Subsidiary.

     

    18.5. Exercise
      and Payment of Awards.
      An
      Award shall be deemed exercised or claimed when the Secretary of the Company
      or
      any other Company official or other person designated by the Committee for
      such
      purpose receives appropriate written notice from a Participant, in form
      acceptable to the Committee, together with payment of the applicable Option
      Price, Grant Price or other purchase price, if any, and compliance with Article
      XVI, in accordance with the Plan and such Participant’s Award
      Agreement.

     

    18.6. Deferrals.
      To the
      extent provided in the Award Agreement, the Committee may permit or require
      a
      Participant to defer such Participant’s receipt of the payment of cash or the
      delivery of Shares that would otherwise be due to such Participant by virtue
      of
      the lapse or waiver of the Period of Restriction or other restrictions with
      respect to Restricted Stock or the payment or satisfaction of Restricted Stock
      Units, Performance Units, Performance Shares, Cash-Based Awards or Other
      Stock-Based Awards. If any such deferral election is required or permitted,
      (a)
      such deferral shall represent an unfunded and unsecured obligation of the
      Company and shall not confer the rights of a shareholder unless and until Shares
      are issued 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    thereunder;
      (b) the number of Shares subject to such deferral shall, until settlement
      thereof, be subject to adjustment pursuant to Section 4.2; and (c) the Committee
      shall establish rules and procedures for such deferrals and payment or
      settlement thereof, which may be in cash, Shares or any combination thereof,
      and
      such deferrals may be governed by the terms and conditions of any deferred
      compensation plan of the Company or Affiliate specified by the Committee for
      such purpose. 

     

    18.7. Loans.
      The
      Company may, in the discretion of the Committee, extend one or more loans to
      Participants in connection with the exercise or receipt of an Award granted
      to
      any such Participant; provided,
      however,
      that
      the Company shall not extend loans to any Participant if prohibited by law
      or
      the rules of any stock exchange or quotation system on which the Company’s
      securities are listed. The terms and conditions of any such loan shall be
      established by the Committee.

     

    18.8. No
      Effect on Other Plans.
      Neither
      the adoption of the Plan nor anything contained herein shall affect any other
      compensation or incentive plans or arrangements of the Company or any Subsidiary
      or Affiliate, or prevent or limit the right of the Company or any Subsidiary
      or
      Affiliate to establish any other forms of incentives or compensation for their
      directors, officers, eligible employees or consultants or grant or assume
      options or other rights otherwise than under the Plan.

     

    18.9. Section
      16 of Exchange Act.
      Unless
      otherwise stated in the Award Agreement, notwithstanding any other provision
      of
      the Plan, any Award granted to an Insider shall be subject to any additional
      limitations set forth in any applicable exemptive rule under Section 16 of
      the
      Exchange Act (including Rule 16b-3) that are requirements for the application
      of
      such exemptive rule, and the Plan and the Award Agreement shall be deemed
      amended to the extent necessary to conform to such limitations. 

     

    18.10. Requirements
      of Law; Limitations on Awards.
      

     

    (a) The
      granting of Awards and the issuance of Shares under the Plan shall be subject
      to
      all applicable laws, rules, and regulations, and to such approvals by any
      governmental agencies or national securities exchanges as may be required.
      

     

    (b) If
      at any
      time the Committee shall determine, in its discretion, that the listing,
      registration and/or qualification of Shares upon any securities exchange or
      under any law, or the consent or approval of any governmental regulatory body,
      is necessary or desirable as a condition of, or in connection with, the sale
      or
      purchase of Shares hereunder, the Company shall have no obligation to allow
      the
      grant, exercise or payment of any Award, or to issue or deliver evidence of
      title for Shares issued under the Plan, in whole or in part, unless and until
      such listing, registration, qualification, consent and/or approval shall have
      been effected or obtained, or otherwise provided for, free of any conditions
      not
      acceptable to the Committee.

     

    (c) If
      at any
      time counsel to the Company shall be of the opinion that any sale or delivery
      of
      Shares pursuant to an Award is or may be in the circumstances unlawful or result
      in the imposition of excise taxes on the Company or any Subsidiary or Affiliate
      under the statutes, rules or regulations of any applicable jurisdiction, the
      Company shall have no obligation 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    to
      make
      such sale or delivery, or to make any application or to effect or to maintain
      any qualification or registration under the Securities Act, or otherwise with
      respect to Shares or Awards and the right to exercise or payment of any Option
      or Award shall be suspended until, in the opinion of such counsel, such sale
      or
      delivery shall be lawful or will not result in the imposition of excise taxes
      on
      the Company or any Subsidiary or Affiliate.

     

    (d) Upon
      termination of any period of suspension under this Section 18.10, any Award
      affected by such suspension which shall not then have expired or terminated
      shall be reinstated as to all Shares available before such suspension and as
      to
      the Shares which would otherwise have become available during the period of
      such
      suspension, but no suspension shall extend the term of any Award.

     

    (e) The
      Committee may require each person receiving Shares in connection with any Award
      under the Plan to represent and agree with the Company in writing that such
      person is acquiring such Shares for investment without a view to the
      distribution thereof, and/or provide such other representations and agreements
      as the Committee may prescribe. The Committee, in its absolute discretion,
      may
      impose such restrictions on the ownership and transferability of the Shares
      purchasable or otherwise receivable by any person under any Award as it deems
      appropriate. Any such restrictions shall be set forth in the applicable Award
      Agreement, and the certificates evidencing such shares may include any legend
      that the Committee deems appropriate to reflect any such
      restrictions.

     

    (f) An
      Award
      and any Shares received upon the exercise or payment of an Award shall be
      subject to such other transfer and/or ownership restrictions and/or legending
      requirements as the Committee may establish in its discretion and may be
      referred to on the certificates evidencing such Shares, including restrictions
      under applicable securities laws, under the requirements of any stock exchange
      or market upon which such Shares are then listed and/or traded, and under
      any blue sky or state securities laws applicable to such Shares.

     

    18.11. Participants
      Deemed to Accept Plan.
      By
      accepting any benefit under the Plan, each Participant and each person claiming
      under or through any such Participant shall be conclusively deemed to have
      indicated their acceptance and ratification of, and consent to, all of the
      terms
      and conditions of the Plan and any action taken under the Plan by the Board,
      the
      Committee or the Company, in any case in accordance with the terms and
      conditions of the Plan.

     

    18.12. Governing
      Law.
      The
      Plan and, except as provided below or in an applicable subplan, each Award
      Agreement to a Participant shall be governed by the laws of the State of Israel,
      excluding any conflicts or choice of law rule or principle that might otherwise
      refer construction or interpretation of the Plan to the substantive law of
      another jurisdiction. Unless otherwise provided in the Award Agreement,
      Participants are deemed to submit to the exclusive jurisdiction and venue of
      the
      courts in Tel-Aviv, Israel, to resolve any and all issues that may arise out
      of
      or relate to the Plan or any related Award Agreement.

     

    18.13. Plan
      Unfunded.
      The
      Plan shall be unfunded. The Company shall not be required to establish any
      special or separate fund or to make any other segregation of assets to assure
      the issuance of Shares or the payment of cash upon exercise or payment of any
      Award. Proceeds

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     from
      the sale of Shares pursuant to Options or other Awards granted under the Plan
      shall constitute general funds of the Company.

     

    18.14. Administration
      Costs.
      The
      Company shall bear all costs and expenses incurred in administering the Plan,
      including expenses of issuing Shares pursuant to any Options or other Awards
      granted hereunder.

     

    18.15. Uncertificated
      Shares.
      To the
      extent that the Plan provides for issuance of certificates to reflect the
      transfer of Shares, the transfer of such Shares may nevertheless be effected
      on
      a noncertificated basis, to the extent not prohibited by applicable law or
      the
      rules of any stock exchange.

     

    18.16. No
      Fractional Shares.
      An
      Option or other Award shall not be exercisable with respect to a fractional
      Share or the lesser of fifty (50) shares or the full number of Shares then
      subject to the Option or other Award. No fractional Shares shall be issued
      upon
      the exercise or payment of an Option or other Award and any such fractions
      shall
      be rounded to the nearest whole number.

     

    18.17. Participants.
      Notwithstanding any provision of the Plan to the contrary, in order to comply
      with the laws or practices of countries in which the Company, any Affiliate,
      and/or any Subsidiary operates or has Employees, Non-Employee Directors or
      Consultants, the
      Committee, in its sole discretion, shall have the power and authority
      to:

     

    
      	 	
              (a)

            	
              Determine
                which Affiliates and Subsidiaries shall be covered by the
                Plan;

            


    

     

    
      	 	
              (b)

            	
              Determine
                which Employees, Non-Employee Directors and/or Consultants are eligible
                to
                participate in the Plan;

            


    

     

    
      	 	
              (c)

            	
              Grant
                Awards (including substitutes for Awards), and modify the terms and
                conditions of any Awards, on such terms and conditions as the Committee
                determines necessary or appropriate to permit participation in the
                Plan by
                individuals otherwise eligible to so participate, or otherwise to
                comply
                with applicable laws or conform to applicable requirements or practices
                of
                the applicable jurisdictions;

            


    

     

    
      	 	
              (d)

            	
              Establish
                subplans and adopt or modify exercise procedures and other terms
                and
                procedures, to the extent such actions may be necessary or advisable.
                Any
                subplans and modifications to Plan terms and procedures established
                under
                this Section 18.18 by the Committee shall be attached to the Plan
                as
                appendices; and

            


    

     

    
      	 	
              (e)

            	
              Take
                any action, before or after an Award is made, that the Committee,
                in its
                discretion, deems advisable to obtain approval or comply with any
                necessary local government regulatory exemptions or
                approvals.

            


    

     

    Notwithstanding
      the above, the Committee may not take any actions hereunder, and no Awards
      shall
      be granted, that would violate any applicable law.

     

    *  *  *