Exhibit
        10.1

      


      TETON
        ENERGY CORPORATION

      


      Form
        of
        2005 Long Term Incentive Plan

      


      PERFORMANCE-BASED
        RESTRICTED STOCK AWARD AGREEMENT

      


      


      THIS
        AGREEMENT is made as of this _____ day of _________, 2007, by and between
        Teton
        Energy Corporation, a Delaware corporation (the “Company”), and
        _____________________ (“Participant”).

      


      The
        Company, pursuant to its 2005
        Long
        Term Incentive Plan
        (the
“Plan”), hereby grants the following stock award to Participant, which award
        shall have the terms and conditions set forth in this Agreement:

      


      
        	 	
                1.

              	
                Award

              


      

       

      The
        Company, effective as of the date of this Agreement, hereby grants to
        Participant a restricted stock award of ________ shares (the “Shares”) of common
        stock, par value $0.001 per share, of the Company (the “Common Stock”), subject
        to the terms and conditions set forth herein.

      


      Of
        this
        award, ______ Shares shall be designated as Base Shares achievable upon
        satisfaction of the performance measurements established below and ________
        Shares shall be designated as Stretch Shares achievable upon satisfaction
        of the
        performance measurements established below, each within the timeframes set
        forth
        for achieving the performance goals.

       

      
        	 	
                2.

              	
                Vesting

              


      

       

      Subject
        to the terms and conditions of this Agreement, the Shares shall vest in
        Participant upon the achievement of the stated performance goals between
        June
        30, 2007 to June 30, 2010 (the “Performance Period”). In addition, the vesting
        of the Shares is conditioned on the Participant’s remaining employed by or in
        the service of the Company from the date of Award through the end of the
        Performance Period. The performance measures that govern the grants
        are:

      


      
        	 	
                1.

              	
                Increases
                  in the Company's annual production of crude oil and natural gas
                  (which
                  will account for 25% of the performance
                  measure);

              


      

      
        	 	
                2.

              	
                Increases
                  in proven crude oil and natural gas reserves (which will account
                  for 50%
                  of the performance measure); and

              


      

      
        	 	
                3.

              	
                Management's
                  efficiency and effectiveness (which will account for 25% of the
                  performance measure);

              


      

      


      (together
        the “Performance Measures”). The
        Performance Measures are consolidated into a composite measure based on the
        relative weighting of each component as a percentage of 100%. The Performance
        Measures are based on the attainment of one, two, and three year objectives.
        The
        determination as to whether the Performance Measures have been attained shall
        be
        determined by the Compensation Committee of the Board of Directors (the
        Committee”).

      


      Achievement
        of the following targets for the 12 month period ended June 30, 2008, 2009,
        and
        2010:


      
        
           

        

        
          1

          
            

          

        

        
           

        

      


      


      


      Base
        Performance Targets

      


      
        	
                 

              	 	
                2008

              	 	
                2009

              	 	
                2010

              	 
	
                 

              	 	
                 

              	 	
                 

              	 	
                 

              	 
	
                Composite
                  Measurement

              	 	 	
                100

              	 	 	
                122.50

              	 	 	
                146.88

              	 


      

      


      will
        entitle the participant to payment of the following number of
        Shares:

      


      
        	
                Vest
                  - Base

              
	
                2008

              	
                2009

              	
                2010

              
	
                ________

              	
                ________

              	
                ________

              


      

       

      Achievement
        of the following targets for the 12 month period ended June 30, 2008, 2009,
        and
        2010:

      


      Stretch
        Performance Targets

      


      
        	
                 

              	 	
                2008

              	 	
                2009

              	 	
                2010

              	 
	
                 

              	 	
                 

              	 	
                 

              	 	
                 

              	 
	
                Composite
                  Measurement

              	 	 	
                162.50

              	 	 	
                196.25

              	 	 	
                232.81

              	 


      

      


      will
        entitle the participant to payment of the following number of
        Shares:

      


      
        	
                Vest
                  - Stretch

              
	
                2008

              	
                2009

              	
                2010

              
	
                ________

              	
                ________

              	
                ________

              


      

      


      Achievement
        of the following targets for the 12 month period ended June 30, 2008, 2009,
        and
        2010:

      


      Threshold
        Performance Targets

      


      
        	
                 

              	 	
                2008

              	 	
                2009

              	 	
                2010

              	 
	
                 

              	 	
                 

              	 	
                 

              	 	
                 

              	 
	
                Composite
                  Measurement

              	 	 	
                77.5

              	 	 	
                93.25

              	 	 	
                110.31

              	 


      

      


      will
        entitle the participant to payment of the following number of
        Shares:

      


      
        	
                Vest
                  - Threshold

              
	
                2008

              	
                2009

              	
                2010

              
	
                ________

              	
                ________

              	
                ________

              


      

       

      Achievement
        of results between Performance Targets identified above will entitle the
        participant to payment of a proportional number of shares of Restricted Stock.
        The participant is not entitled to any shares of Restricted Stock if
        Threshold Performance Targets are not met. 

      


      In
        the
        event that the Base Performance Targets for 2008 are achieved, 20% of the
        target
        number of shares of Restricted Stock shall
        vest and be paid out to the participant. In the event that the Base Performance
        Targets for 2009 are achieved, 30% of the target number of shares of Restricted
        Stock will
        vest
        and be paid out to the participant. In the event that the Base Performance
        Targets for 2010 are achieved, the balance or 50% of the target number of
        shares
        of Restricted Stock Units shall
        vest and be paid out to the participant. Stretch and Threshold Performance
        Targets, if achieved, will be paid out according to the same
        schedule.

      


      Vesting
        of the Shares shall be accelerated to an earlier date (in each case, the
        “Accelerated Vesting Date”) only under the following conditions:

      


      
        	 	
                (a)

              	
                in
                  the event of a Change in Control of Company (as defined in the
                  attached
                  Exhibit A), and provided that Participant remains continuously
                  in the
                  service of the Company until the effective date of such Change
                  in Control,
                  all unvested Shares granted under this Agreement shall become immediately
                  vested on the effective date of the Change in Control;
                  or

              


      


      
        
           

        

        
          2

          
            

          

        

        
           

        

      


      


      


      
        	 	
                (b)

              	
                in
                  the event that Participant’s service provision for the Company is
                  terminated because Participant becomes in the service of a new
                  owner of
                  any business of the Company pursuant to a Change in Control event,
                  and
                  provided that Participant remains continuously in the service of
                  the
                  Company until the date of closing of the Change in Control event,
                  all
                  unvested Shares granted under this Agreement shall become immediately
                  vested as of the last date of Participant’s service to the Company;
                  or

              


      

      


      
        	 	
                (c)

              	
                in
                  the event that Participant’s service to the Company is involuntarily
                  terminated by the Company without cause within one year following
                  a Change
                  in Control Event, and provided that Participant remains continuously
                  in
                  the service of the Company until the date of such involuntary termination,
                  all unvested Shares granted under this Agreement shall become immediately
                  vested as of the last date of Participant’s service with the Company;
                  or

              


      

      


      
        	 	
                (d)

              	
                in
                  the event that the Participant’s service to the Company terminates because
                  of death or Disability or at the request of the Chief Executive
                  Officer of
                  the Company (other than for Cause) or of a U.S. government agency,
                  all the
                  Shares issuable under this award will vest on such termination.
                  Except to
                  the extent provided in the preceding sentence or unless specifically
                  provided in this Agreement or in a side letter thereto, this award
                  will
                  not vest upon the Participant’s retirement. For purposes of this
                  Agreement, the term “Disability” shall be defined as
                  any condition which shall render the service provider incapable
                  of
                  fulfilling its obligations hereunder because of injury or physical
                  or
                  mental illness, and such incapacity shall exist or reasonably may
                  be
                  expected, upon the competent medical opinion of a doctor chosen
                  by the
                  Company, for a period exceeding 60 consecutive days or 120 nonconsecutive
                  days within a six-month period.

              


      

      


      On
        the
        Accelerated Vesting Date (or promptly thereafter), the Company will deliver
        to
        the Participant a certificate representing the Shares which have vested on
        such
        date. 

      


      
        	 	
                3.

              	
                Restriction
                  on Transfer

              


      

       

      Until
        the
        Shares vest pursuant to Section 2 hereof, none of the Shares may be sold,
        assigned, transferred, pledged, hypothecated or otherwise disposed of or
        encumbered, and no attempt to transfer the Shares, whether voluntary or
        involuntary, by operation of law or otherwise, shall vest the transferee
        with
        any interest or right in or with respect to the Shares.

      


      
        	 	
                4.

              	
                Forfeiture
                  

              


      

       

      If
        Participant ceases to be an employee or director of the Company or any
        majority-owned affiliate of the Company for any reason prior to the vesting
        of
        the Shares pursuant to Section 2 hereof, Participant’s rights to the unvested
        portion of the Shares shall be immediately and irrevocably
        forfeited.

      


      
        	 	
                5.

              	
                Issuance
                  and Custody of
                  Certificate

              


      

       

      
        	 	
                (a)

              	
                The
                  Company shall cause to be issued one or more stock certificates,
                  registered in the name of Participant, evidencing the Shares.  Each
                  such certificate (except for certificates in respect of shares
                  to be sold
                  for taxes) shall bear the following
                  legend:

              


      

       

      “The
        shares of common stock represented by this certificate are subject to
        forfeiture, and the transferability of this certificate and the shares of
        stock
        represented hereby are subject to the restrictions, terms and conditions
        (including restrictions against transfer) contained in the 2005
        Long
        Term Incentive Plan
        (the
“Plan”) and a Restricted Stock Award Agreement (the “Agreement”) entered into
        between Teton Energy Corporation and the registered owner of such shares. 
Copies of the Plan and the Agreement are on file in the office of the Secretary
        of Teton Energy Corporation, 410 17th
        Street,
        Suite 1850, Denver, Colorado 80202.”


      
        
           

        

        
          3

          
            

          

        

        
           

        

      


      


       

      
        	 	
                (b)

              	
                Participant
                  shall execute stock powers relating to the Shares and deliver the
                  same to
                  the Company.  Company shall use such stock powers only for the
                  purpose of canceling any unvested Shares that are
                  forfeited.

              


      

       

      
        	 	
                (c)

              	
                Each
                  certificate issued pursuant to Section 5(a) hereof, together with
                  the
                  stock powers relating to the Shares, shall be deposited by the
                  Company
                  with the Secretary of the Company or a custodian designated by
                  the
                  Secretary to be held until the applicable vesting date.  The
                  Secretary or such custodian shall issue a receipt to Participant
                  evidencing the certificate or certificates held which are registered
                  in
                  the name of Participant.

              


      

       

      
        	 	
                (d)

              	
                After
                  any Shares vest pursuant to Section 2 hereof, the Company shall
                  promptly
                  cause to be issued a certificate or certificates evidencing such
                  vested
                  Shares, free of the legend provided in section 5(a) hereof, and
                  shall
                  cause such certificate or certificates to be delivered to Participant
                  or
                  Participant’s legal representatives, beneficiaries or
                  heirs.

              


      

       

      
        	 	
                6.

              	
                Distributions
                  and Adjustments

              


      

       

      
        	 	
                (a)

              	
                If
                  all or any portion of the Shares vest in Participant subsequent
                  to any
                  change in the number or character of shares of Common Stock (through
                  stock
                  dividend, recapitalization, stock split, reverse stock split,
                  reorganization, merger, consolidation, split-up, spin-off, combination,
                  repurchase or exchange of shares of Common Stock or other securities
                  of
                  the Company, issuance of warrants or other rights to purchase shares
                  of
                  Common Stock or other securities of the Company or other similar
                  corporate
                  transaction or event affecting the Shares such that an adjustment
                  is
                  determined by the Committee to be appropriate in order to prevent
                  dilution
                  or enlargement of the interest represented by the Shares), Participant
                  shall then receive upon such vesting the number and type of securities
                  or
                  other consideration which he would have received if the Shares
                  had vested
                  prior to the event changing the number or character of outstanding
                  shares
                  of Common Stock.

              


      

       

      
        	 	
                (b)

              	
                Any
                  additional shares of Common Stock, any other securities of the
                  Company and
                  any other property (except for cash dividends) distributed with
                  respect to
                  the Shares prior to the date the Shares vest shall be subject to
                  the same
                  restrictions, terms and conditions as the Shares.  Any cash dividends
                  payable with respect to the Shares shall be distributed to Participant
                  at
                  the same time cash dividends are distributed to shareholders of
                  the
                  Company generally.

              


      

       

      
        	 	
                (c)

              	
                Any
                  additional shares of Common Stock, any securities and any other
                  property
                  (except for cash dividends) distributed with respect to the Shares
                  prior
                  to the date such Shares vest shall be promptly deposited with the
                  Secretary or the custodian designated by the Secretary to be held
                  in
                  custody in accordance with Section 5(c)
                  hereof.

              


      

       

      
        	 	
                7.

              	
                Taxes

              


      

       

      
        	 	
                (a)

              	
                In
                  order to provide the Company with the opportunity to claim the
                  benefit of
                  any income tax deduction which may be available to it in connection
                  with
                  this restricted stock award, and in order to comply with all applicable
                  federal or state tax laws or regulations, the Company may take
                  such action
                  as it deems appropriate to assure that, if necessary, all applicable
                  federal or state income and social security taxes are withheld
                  or
                  collected from Participant, including through means of grossing
                  up the
                  grant to so provide for the collection of such
                  taxes.

              


      


      
        
           

        

        
          4

          
            

          

        

        
           

        

      


      


       

      
        	 	
                (b)

              	
                Participant
                  may elect to satisfy his federal and state income tax withholding
                  obligations in connection with this restricted stock award by (i)
                  having
                  the Company withhold a portion of the Shares of Common Stock otherwise
                  to
                  be delivered upon vesting of this restricted stock award having
                  a fair
                  market value equal to the amount of federal and state income taxes
                  required to be withheld in connection with this restricted stock
                  award, in
                  accordance with the rules of the Committee, or (ii) delivering
                  to the
                  Company shares of Common Stock other than the Shares to be delivered
                  upon
                  vesting of this restricted stock award having a fair market value
                  equal to
                  such taxes, in accordance with the rules of the
                  Committee.

              


      

       

      
        	 	
                (c)

              	
                Notwithstanding
                  Section 7(b) above, if Participant elects, in accordance with
                  Section 83(b) of the Internal Revenue Code of 1986, as amended, to
                  recognize ordinary income in the year of acquisition of the Shares,
                  the
                  Company may require at the time of such election an additional
                  payment for
                  withholding tax purposes based on the fair market value of such
                  Shares as
                  of the date of the acquisition of such Shares by
                  Participant.

              


      

      


      
        	 	
                8.

              	
                Confidentiality,
                  Non-Competition And Non-Solicitation 

              


      

      


      In
        consideration of Participant’s receipt of this award, Participant agrees as
        follows: 

       

      
        	 	
                (a)

              	
                In
                   acknowledgment
                  that (a) the Company is engaged in the oil and gas business,
                  (b) maintains secret and confidential information, (c) during
                  the course of Participant’s
                  service
                  to
                  the Company such secret or confidential information may become
                  known to
                  Participant,
                  and (d) full protection of the Company’s business makes it essential
                  that no employee or
                  director appropriate
                  for his or her own use, or disclose such secret or confidential
                  information, Participant
                  agrees that during the time of Participant’s
                  service
                  and for a period of one (1) year following the termination of
                  Participant’s
                  service
                  with
                  the Company, Participant
                  agrees to hold in strict confidence and shall not, directly or
                  indirectly,
                  disclose or reveal to any person, or use for his own personal benefit
                  or
                  for the benefit of anyone else, any trade secrets, confidential
                  dealings,
                  or other confidential or proprietary information of any kind, nature,
                  or
                  description (whether or not acquired, learned, obtained, or developed
                  by
                  Participant
                  alone or in conjunction with others) belonging to or concerning
                  the
                  Company or any of its subsidiaries, except (i) with the prior written
                  consent of the Company duly authorized by its Board, (ii) in the
                  course of the proper performance of Participant’s
                  duties hereunder, (iii) for information (x) that becomes
                  generally available to the public other than as a result of unauthorized
                  disclosure by Participant
                  or
                  his affiliates or (y) that becomes available to Participant
                  on
                  a nonconfidential basis from a source other than the Company or
                  its
                  subsidiaries who is not bound by a duty of confidentiality, or
                  other
                  contractual, legal, or fiduciary obligation, to the Company, or
                  (iv) as required by applicable law or legal process. Notwithstanding
                  the forgoing, this Section is not intended, nor shall be construed,
                  to
                  prohibit Participant’s
                  general knowledge, skill and experience or Participant’s
                  inventive powers. 

              


      

      


      
        	 	
                (b)

              	
                During
                  and
                  after Participant’s
                  service
                  with the Company, Participant
                  shall not be engaged as an officer or executive of, or in any way
                  be
                  associated in a management or ownership capacity with any corporation,
                  company, partnership or other enterprise or venture which conducts
                  a
                  business which is in direct competition with the business of the
                  Company;
                  provided,
                  however,
                  that Participant
                  may own not more than two percent (2%) of the outstanding securities,
                  or
                  equivalent equity interests, of any class of any corporation, company,
                  partnership, or either enterprise that is in direct competition
                  with the
                  business of the Company, which securities are listed on a national
                  securities exchange or traded in the over-the-counter market. It
                  is
                  expressly agreed that the remedy at law for breach of this covenant
                  is
                  inadequate and that injunctive relief shall be available to prevent
                  the
                  breach thereof. 

              


      

      


      
        	 	
                (c)

              	
                Participant
                  will
                  not, directly or indirectly, during the term of his service
                  or
                  within one (1) year after termination of such
                  service with the Company, for
                  any reason, in any manner, encourage, persuade, or induce any other
                  employee of the Company to terminate his employment, or any person
                  or
                  entity engaged by the Company to represent it to terminate that
                  relationship without the express written approval of the Company.
                  It is
                  expressly agreed that the remedy at law for breach of this covenant
                  is
                  inadequate and that injunctive relief shall be available to prevent
                  the
                  breach thereof. 

              


      


      
        
           

        

        
          5

          
            

          

        

        
           

        

      


      


      


      
        	 	
                (d)

              	
                Participant
                  understands and agrees that the restrictions set forth above, including,
                  without limitation, the duration, and the business scope of such
                  restrictions, are reasonable and necessary to protect the legal
                  interests
                  of the Company. Participant further agrees that the Company will
                  be
                  entitled to seek injunctive relief in the event of any actual or
                  threatened breach of such restrictions. In addition, Participant
                  also
                  agrees that in the event it is found by a court of law to have
                  violated
                  the confidentiality provisions of this Agreement, that an adequate
                  remedy
                  will including, among other things, the immediate forfeit of all
                  Shares
                  (whether or not vested) and disgorgement of any profit associated
                  with
                  this grant. If any provision of this Agreement is determined to
                  be
                  unenforceable by any court, then such provision will be modified
                  or
                  omitted only to the extent necessary to make the remaining provisions
                  of
                  this Agreement enforceable. 

              


      

       

      
        	 	
                9.

              	
                Miscellaneous

              


      

       

      
        	 	
                (a)

              	
                This
                  Agreement is issued pursuant to the Plan and is subject to its
                  terms.  Participant hereby acknowledges receipt of a copy of the
                  Plan.  The Plan is also available for inspection during business
                  hours at the principal office of the
                  Company.

              


      

       

      
        	 	
                (b)

              	
                This
                  Agreement shall not confer on Participant any right with respect
                  to
                  continuance of service as an employee or a member of the board
                  of
                  directors of the Company or any of its
                  subsidiaries.

              


      

      


      
        	 	
                (c)

              	
                This
                  award is governed by and subject to the terms and conditions of
                  the Plan,
                  which contain important provisions of this award and form a part
                  of this
                  Agreement. Copies of the Plan are being provided to Participant
                  or have
                  been provided to Participant, along with a summary of the Plan.
                  If there
                  is any conflict between any provision of this Agreement and the
                  Plan, this
                  Agreement will control, unless the provision is not permitted by
                  the Plan,
                  in which case the provision of the Plan will apply. Participant’s rights
                  and obligations under this Agreement are also governed by and are
                  subject
                  to applicable U.S. laws and foreign laws.


              


      

      


      
        	 	
                (d)

              	
                This
                  Agreement may be executed via facsimile and in counterparts, each
                  of which
                  shall be considered an original, but all of which together shall
                  constitute one and the same
                  Agreement.

              


      

      


      
        	 	
                (e)

              	
                This
                  Agreement shall be governed by and construed under the internal
                  laws of
                  the State of Colorado, without regard for conflicts of laws principles
                  thereof.

              


      

       

      IN
        WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
        on
        the day and year first above written.

       

      
        	
                 

              	
                TETON
                  ENERGY CORPORATION

              
	
                 

              	
                 

              	
                 

              
	
                 

              	
                By:

              	    
	
                 

              
	
                 

              	
                 

              	 
	
                 

              	
                Its:

              	 	
                 

              
	
                 

              	
                 

              	
                 

              
	
                 

              	
                 

              	
                 

              
	
                 

              	
                PARTICIPANT

              
	
                 

              	
                 

              	
                 

              
	
                 

              	 	   
	 


      

       


      
        
           

        

        
          6

          
            

          

        

        
           

        

      


      


       

      Exhibit
        A

       

      Change
        In Control.

       

      
        	
                (i)

              	
                For
                  purposes of this Agreement and this Exhibit A, a “Change in Control” of
                  the Company shall mean:

              


      

       

      
        	 	
                (a)

              	
                a
                  change in control of the Company of a nature that would be required
                  to be
                  reported in response to Item 6(e) of Schedule 14A of Regulation
                  14A
                  promulgated under the Securities Exchange Act of 1934, as amended
                  (the
                  “Exchange Act”), whether or not the Company is then subject to such
                  reporting requirement;

              


      

       

      
        	 	
                (b)

              	
                the
                  public announcement (which, for purposes of this definition, shall
                  include, without limitation, a report filed pursuant to Section
                  13(d) of
                  the Exchange Act) by the Company or any “person” (as such term is used in
                  Sections 13(d) and 14(d) of the Exchange Act) that such person
                  has become
                  the “beneficial owner” (as defined in Rule 13d-3 promulgated under the
                  Exchange Act), directly or indirectly, of securities of the Company
                  representing 20% or more of the combined voting power of the Company’s
                  then outstanding securities, determined in accordance with Rule
                  13d-3,
                  excluding, however, any securities acquired directly from the Company
                  (other than an acquisition by virtue of the exercise of a conversion
                  privilege unless the security being so converted was itself acquired
                  directly from the Company); however, that for purposes of this
                  clause the
                  term “person” shall not include the Company, any subsidiary of the Company
                  or any employee benefit plan of the Company or of any subsidiary
                  of the
                  Company or any entity holding shares of Common Stock organized,
                  appointed
                  or established for, or pursuant to the terms of, any such
                  plan;

              


      

       

      
        	 	
                (c)

              	
                the
                  Continuing Directors cease to constitute a majority of the Company’s Board
                  of Directors;

              


      

       

      
        	 	
                (d)

              	
                consummation
                  of a reorganization, merger or consolidation of, or a sale or other
                  disposition of all or substantially all of the assets of, the Company
                  (a
                  “Business Combination”), in each case, unless, following such Business
                  Combination, (A) all or substantially all of the persons who were
                  the
                  beneficial owners of the Company’s outstanding voting securities
                  immediately prior to such Business Combination beneficially own
                  voting
                  securities of the corporation resulting from such Business Combination
                  having more than 50% of the combined voting power of the outstanding
                  voting securities of such resulting Corporation and (B) at least
                  a
                  majority of the members of the Board of Directors of the corporation
                  resulting from such Business Combination were Continuing Directors
                  at the
                  time of the action of the Board of Directors of the Company approving
                  such
                  Business Combination;

              


      

       

      
        	 	
                (e)

              	
                approval
                  by the shareholders of the Company of a complete liquidation or
                  dissolution of the Company; or

              


      

       

      
        	 	
                (f)

              	
                the
                  majority of the Continuing Directors determine in their sole and
                  absolute
                  discretion that there has been a change in control of the
                  Company.

              


      

       

      
        	
                (ii)

              	
                “Continuing
                  Director” shall mean any person who is a member of the Board of Directors
                  of the Company, while such person is a member of the Board of Directors,
                  who is not an Acquiring Person (as defined below) or an Affiliate
                  or
                  Associate (as defined below) of an Acquiring Person, or a representative
                  of an Acquiring Person or of any such Affiliate or Associate, and
                  who (x)
                  was a member of the Board of Directors on the date of this Agreement
                  as
                  first written above or (y) subsequently becomes a member of the Board
                  of Directors, if such  person’s initial nomination for election or
                  initial election to the Board of Directors is recommended or approved
                  by a
                  majority of the Continuing Directors.  For purposes of this
                  subparagraph (ii), “Acquiring Person” shall mean any “person” (as such
                  term is used in Sections 13(d) and 14(d) of the Exchange Act) who
                  or
                  which, together with all Affiliates and Associates of such person,
                  is the
                  “beneficial owner” (as defined in Rule 13d-3 promulgated under the
                  Exchange Act), directly or indirectly, of securities of the Company
                  representing 20% or more of the combined voting power of the Company’s
                  then outstanding securities, but shall not include the Company,
                  any
                  subsidiary of the Company or any employee benefit plan of the Company
                  or
                  of any subsidiary of the Company or any entity holding shares of
                  Common
                  Stock organized, appointed or established for, or pursuant to the
                  terms
                  of, any such plan; and “Affiliate” and “Associate” shall have the
                  respective meanings ascribed to such terms in Rule 12b-2 promulgated
                  under
                  the Exchange Act.

              


      

       


      
        
           

        

        
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