Exhibit
      10.8.1

    


    CATHAY
      GENERAL BANCORP

    2005
      INCENTIVE PLAN 

    


            1.    Purposes
      of the Plan.    

    


            The
      purpose of this Plan is to provide a means by which eligible recipients of
      options and other Stock Awards may be given an opportunity to benefit from
      increases in value of the Common Stock of Cathay General Bancorp, a Delaware
      corporation (the “Company”), through the granting of Incentive Stock Options,
      Nonstatutory Stock Options, Shares, Stock Units and Stock Appreciation Rights.
      The
      Company, by means of the Plan, seeks to retain the services of the group of
      persons eligible to receive Stock Awards or Cash Awards, to attract and retain
      the services of new members of this group and to provide incentives for such
      persons to exert maximum efforts for the success of the Company and its
      Affiliates.

    


            2.    Definitions.    

    


            As
      used herein, the following definitions shall apply: 

    


            (a)  "Administrator"  means
      the Board, any Committees or such delegates as shall be administering the Plan
      in accordance with Section 4 of the Plan. 

    


            (b)  "Affiliate"  means
      any entity that is directly or indirectly controlled by the Company or any
      entity in which the Company has a significant ownership interest as determined
      by the Administrator. 

    


            (c)  "Applicable
      Laws"  means
      the requirements relating to the administration of stock option and stock award
      plans under U.S. federal and state laws, the Code, any stock exchange or
      quotation system on which the Company has listed or submitted for quotation
      the
      Common Stock to the extent provided under the terms of the Company's agreement
      with such exchange or quotation system and, with respect to Awards subject
      to
      the laws of any foreign jurisdiction where Awards are, or will be, granted
      under
      the Plan, the laws of such jurisdiction. 

    


            (d)  "Award"  means
      a Cash Award, Stock Award, or Option granted in accordance with the terms of
      the
      Plan. 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
 

            (e)  "Awardee"  means
      an Employee or
      Director of the Company or any Affiliate who has been granted an Award under
      the
      Plan. 

    


            (f)  "Award
      Agreement"  means
      a Cash Award Agreement, Stock Award Agreement and/or Option Agreement, which
      may
      be in written or electronic format, in such form and with such terms and
      conditions as may be specified by the Administrator, evidencing the terms and
      conditions of an individual Award. Each Award Agreement is subject to the terms
      and conditions of the Plan. 

    


            (g)  "Board"  means
      the Board of Directors of the Company. 

    


            (h)  "Cash
      Award"  means
      a bonus opportunity awarded under Section 12 pursuant to which a
      Participant may become entitled to receive an amount based on the satisfaction
      of such performance criteria as are specified in the agreement or other
      documents evidencing the Award (the "Cash
      Award Agreement").
      

    


            (i)  "Change
      in Control"  means
      any of the following, unless the Administrator provides otherwise: 

    


            i.      any
      merger or consolidation in which the Company shall not be the surviving entity
      (or survives only as a subsidiary of another entity whose stockholders did
      not
      own all or substantially all of the Common Stock in substantially the same
      proportions as immediately prior to such transaction), 

    


            ii.     the
      sale of all or substantially all of the Company's assets to any other person
      or
      entity (other than a wholly-owned subsidiary), 

    


            iii.    the
      acquisition of beneficial ownership of a controlling interest (including,
      without limitation, power to vote) the outstanding shares of Common Stock by
      any
      person or entity (including a "group" as defined by or under
      Section 13(d)(3) of the Exchange Act), 

    


            iv.    the
      dissolution or liquidation of the Company, 

    


            v.     a
      contested election of Directors, as a result of which or in connection with
      which the persons who were Directors before such election or their nominees
      (the
“Incumbent
      Directors”)
      cease
      to constitute a majority of the Board; provided however that if the election,
      or
      nomination for election by the Company’s stockholders, of any new director was
      approved by a vote of at least fifty percent (50%) of the Incumbent Directors,
      such new Director shall be considered as an Incumbent Director, or 

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

    
 

            vi.    any
      other event specified by the Board or a Committee, regardless of whether at
      the
      time an Award is granted or thereafter. 

    


            (j)  "Code"  means
      the United States Internal Revenue Code of 1986, as amended. 

    


            (k)  "Committee"  means
      the compensation committee of the Board or a committee of Directors appointed
      by
      the Board in accordance with Section 4 of the Plan. 

    


            (l)  "Common
      Stock"  means
      the common stock of the Company. 

    


            (m)  "Company"  means
      Cathay General Bancorp, a Delaware corporation, or its successor. 

    


           
      (n)  "Conversion
      Award"  has
      the meaning set forth in Section 4(b)(xi) of the Plan. 

    


            (o)  "Director"  means
      a member of the Board. 

    


            (p)  "Employee"  means
      a regular, active employee of the Company or any Affiliate, including an Officer
      and/or Director. The Administrator shall determine whether or not the chairman
      of the Board qualifies as an "Employee." Within the limitations of Applicable
      Law, the Administrator shall have the discretion to determine the effect upon
      an
      Award and upon an individual's status as an Employee in the case of (i) any
      individual who is classified by the Company or its Affiliate as leased from
      or
      otherwise employed by a third party or as intermittent or temporary, even if
      any
      such classification is changed retroactively as a result of an audit, litigation
      or otherwise, (ii) any leave of absence approved by the Company or an
      Affiliate, (iii) any transfer between locations of employment with the
      Company or an Affiliate or between the Company and any Affiliate or between
      any
      Affiliates, (iv) any change in the Awardee's status from an employee to a
      Director, and (v) at the request of the Company or an Affiliate an employee
      becomes employed by any partnership, joint venture or corporation not meeting
      the requirements of an Affiliate in which the Company or an Affiliate is a
      party. 

    


            (q)  "Exchange
      Act"  means
      the United States Securities Exchange Act of 1934, as amended. 

    


            (r)  "Fair
      Market Value"  means,
      unless the Administrator determines otherwise, as of any date, either the
      closing sale price for the Common Stock or the closing bid if no sales were
      reported, or the average of the bid and ask prices, as selected by the
      Administrator in its discretion, as reported in such source as the Administrator
      shall determine. 

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

            (s)  "Grant
      Date"  means
      the date upon which an Award is granted to an Awardee pursuant to this Plan.
      

    


            (t)  "Incentive
      Stock Option"  means
      an Option intended to qualify as an incentive stock option within the meaning
      of
      Section 422 of the Code and the regulations promulgated thereunder.


    


            (u) 
      “Nasdaq”
      means
      the Nasdaq Global Select Market or its successor. 

    


           
      (v)
      "Nonstatutory Stock Option"  means
      an Option not intended to qualify as an Incentive Stock Option. 

    


            (w)  "Officer"  means
      a person who is an officer of the Company within the meaning of Section 16
      of the Exchange Act and the rules and regulations promulgated thereunder.


    


            (x)  "Option"  means
      a right granted under Section 8 to purchase a number of Shares at such
      exercise price, at such times, and on such other terms and conditions as are
      specified in the agreement or other documents evidencing the Option (the
      "Option
      Agreement").
      Both
      Options intended to qualify as Incentive Stock Options and Nonstatutory Stock
      Options may be granted under the Plan. 

    


            (y)  "Participant"  means
      the Awardee or any person (including any estate) to whom an Award has been
      assigned or transferred as permitted hereunder. 

    


            (z)  "Plan"  means
      this Cathay General Bancorp 2005 Incentive Plan. 

    


            (aa)  "Qualifying
      Performance Criteria"  shall
      have the meaning set forth in Section 13(b) of the Plan. 

    


            (bb)  "Share"  means
      a share of the Common Stock, as adjusted in accordance with Section 14 of
      the Plan. 

    


            (cc) 
      “Stock Appreciation Right”
      means a
      right to receive cash and/or shares of Common Stock based on a change in the
      Fair Market Value of a specific number of shares of Common Stock granted under
      Section 11. 

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

     (dd)
      "Stock
      Award"  means
      an award or issuance of Shares, Stock Units, Stock Appreciation Rights or other
      similar awards made under Section 11 of the Plan, the grant, issuance,
      retention, vesting and/or transferability of which is subject during specified
      periods of time to such conditions (including continued employment or
      performance conditions) and terms as are expressed in the agreement or other
      documents evidencing the Award (the "Stock
      Award Agreement").
      

    


            (ee)  "Stock
      Unit"  means
      a bookkeeping entry representing an amount equivalent to the Fair Market Value
      of one Share (or a fraction or multiple of such value), payable in cash,
      property or Shares. Stock Units represent an unfunded and unsecured obligation
      of the Company, except as otherwise provided for by the Administrator.


    


            (ff)  "Subsidiary"  means
      any company (other than the Company) in an unbroken chain of companies beginning
      with the Company, provided each company in the unbroken chain (other than the
      Company) owns, at the time of determination, stock possessing 50% or more of
      the
      total combined voting power of all classes of stock in one of the other
      companies in such chain. 

    


            (gg)  "Termination
      of Employment"  shall
      mean ceasing to be an Employee or Director, as determined in the sole discretion
      of the Administrator. However, for Incentive Stock Option purposes, Termination
      of Employment will occur when the Awardee ceases to be an employee (as
      determined in accordance with Section 3401(c) of the Code and the
      regulations promulgated thereunder) of the Company or one of its Subsidiaries.
      The Administrator shall determine whether any corporate transaction, such as
      a
      sale or spin-off of a division or business unit, or a joint venture, shall
      be
      deemed to result in a Termination of Employment. 

    


            (hh)  "Total
      and Permanent Disability"  shall
      have the meaning set forth in Section 22(e)(3) of the Code. 

    


            3.    Stock
      Subject to the Plan.    

    


            (a)    Aggregate
      Limits.    Subject
      to the provisions of Section 14 of the Plan, the aggregate number of Shares
      that may be issued pursuant to Awards granted under the Plan is
      3,131,854 Shares
      increased
      by up to 3,624,586 Shares that are issuable upon exercise of options granted
      pursuant to the Company’s Equity Incentive Plan (the “Prior Plan”) that
      terminate or expire or become unexercisable for any reason without having been
      exercised in full after March 22, 2005.
      Shares
      subject to Awards that are cancelled, expire or are forfeited shall be available
      for re-grant under the Plan. The Shares subject to the Plan may be either Shares
      reacquired by the Company, including Shares purchased in the open market, or
      authorized but unissued Shares.

    


    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

    


                (b)    Code
      Section 162(m) Limits.    Subject
      to the provisions of Section 14 of the Plan, the aggregate number of Shares
      subject to Awards granted under this Plan during any calendar year to any one
      Awardee shall not exceed 1,000,000. Notwithstanding anything to the contrary
      in
      the Plan, the limitations set forth in this Section 3(b) shall be subject
      to adjustment under Section 14(a) of the Plan only to the extent that such
      adjustment will not affect the status of any Award intended to qualify as
      "performance based compensation" under Code Section 162(m).

    


            4.    Administration
      of the Plan.    

    


            (a)    Procedure.    

    


            i.    Multiple
      Administrative Bodies.    The
      Plan shall be administered by the Board, a Committee and/or their delegates.
      

    


            ii.    Section 162.    To
      the extent that the Administrator determines it to be desirable to qualify
      Awards granted hereunder as "performance-based compensation" within the meaning
      of Section 162(m) of the Code, Awards to "covered employees" within the
      meaning of Section 162(m) of the Code or Employees that the Committee
      determines may be "covered employees" in the future shall be made by a Committee
      of two or more "outside directors" within the meaning of Section 162(m) of
      the Code. 

    


            iii.    Rule 16b-3.    To
      the extent desirable to qualify transactions hereunder as exempt under
      Rule 16b-3 promulgated under the Exchange Act ("Rule 16b-3"), Awards
      to Officers and Directors shall be made by the entire Board or a Committee
      of
      two or more "non-employee directors" within the meaning of Rule 16b-3.


    


            iv.    Other
      Administration.    The
      Board or a Committee may delegate to an authorized officer or officers of the
      Company the power to approve Awards to persons eligible to receive Awards under
      the Plan who are not (A) subject to Section 16 of the Exchange Act or
      (B) at the time of such approval, "covered employees" under
      Section 162(m) of the Code. 

    


            v.    Delegation
      of Authority for the Day-to-Day Administration of the Plan.    Except
      to the extent prohibited by Applicable Law, the Administrator may delegate
      to
      one or more individuals the day-to-day administration of the Plan and any of
      the
      functions assigned to it in this Plan. Such delegation may be revoked at any
      time.

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

    vi.
      Nasdaq.
      In
      addition, the Plan will be administered in a manner that complies with any
      applicable Nasdaq or stock exchange listing requirements. 

    


            (b)    Powers
      of the Administrator.    Subject
      to the provisions of the Plan and, in the case of a Committee or delegates
      acting as the Administrator, subject to the specific duties delegated to such
      Committee or delegates, the Administrator shall have the authority, in its
      discretion: 

    


            i.      to
      select the Employees and Directors of the Company or its Affiliates to whom
      Awards are to be granted hereunder; 

    


            ii.     to
      determine the number of shares of Common Stock or amount of cash to be covered
      by each Award granted hereunder; 

    


            iii.    to
      determine the type of Award to be granted to the selected Employees and
      Directors; 

    


            iv.    to
      approve forms of Award Agreements for use under the Plan; 

    


            v.    to
      determine the terms and conditions, not inconsistent with the terms of the
      Plan,
      of any Award granted hereunder. Such terms and conditions include, but are
      not
      limited to, the exercise and/or purchase price (if applicable), the time or
      times when an Award may be exercised (which may or may not be based on
      performance criteria), the vesting schedule, any vesting and/or exercisability
      acceleration or waiver of forfeiture restrictions, the acceptable forms of
      consideration, the term, and any restriction or limitation regarding any Award
      or the Shares relating thereto, based in each case on such factors as the
      Administrator, in its sole discretion, shall determine and may be established
      at
      the time an Award is granted or thereafter; 

    


            vi.     to
      correct administrative errors; 

    


            vii.    to
      construe and interpret the terms of the Plan (including sub-plans and Plan
      addenda) and Awards granted pursuant to the Plan; 

    


            viii.   to
      adopt rules and procedures relating to the operation and administration of
      the
      Plan to accommodate the specific requirements of local laws and procedures.
      Without limiting the generality of the foregoing, the Administrator is
      specifically authorized (A) to adopt the rules and procedures regarding the
      conversion of local currency, withholding procedures and handling of stock
      certificates which vary with local requirements and (B) to adopt sub-plans
      and Plan addenda as the Administrator deems desirable, to accommodate foreign
      laws, regulations and practice; 

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

     

            ix.  to
      prescribe, amend and rescind rules and regulations relating to the Plan,
      including rules and regulations relating to sub-plans and Plan addenda;


    


            x.    to
      modify or amend each Award, including, but not limited to, the acceleration
      of
      vesting and/or exercisability, provided, however, that any such amendment is
      subject to Section 15 of the Plan and except as set forth in that Section,
      may not impair any outstanding Award unless agreed to in writing by the
      Participant; 

    


            xi.     to
      allow Participants to satisfy withholding tax amounts by electing to have the
      Company withhold from the Shares to be issued upon exercise of a Nonstatutory
      Stock Option or vesting of a Stock Award that number of Shares having a Fair
      Market Value equal to the amount required to be withheld. The Fair Market Value
      of the Shares to be withheld shall be determined in such manner and on such
      date
      that the Administrator shall determine or, in the absence of provision
      otherwise, on the date that the amount of tax to be withheld is to be
      determined. All elections by a Participant to have Shares withheld for this
      purpose shall be made in such form and under such conditions as the
      Administrator may provide; 

    


            xii.    to
      authorize conversion or substitution under the Plan of any or all stock options,
      stock appreciation rights or other stock awards held by service providers of
      an
      entity acquired by the Company (the "Conversion Awards"). Any conversion or
      substitution shall be effective as of the close of the merger, acquisition
      or
      other transaction. The Conversion Awards may be Nonstatutory Stock Options
      or
      Incentive Stock Options, as determined by the Administrator, with respect to
      options granted by the acquired entity; provided, however, that with respect
      to
      the conversion of stock appreciation rights in the acquired entity, the
      Conversion Awards shall be Nonstatutory Stock Options. Unless otherwise
      determined by the Administrator at the time of conversion or substitution,
      all
      Conversion Awards shall have the same terms and conditions as Awards generally
      granted by the Company under the Plan; 

    


            xiii.   to
      authorize any person to execute on behalf of the Company any instrument required
      to effect the grant of an Award previously granted by the Administrator;


    


            xiv.  to
      impose such restrictions, conditions or limitations as it determines appropriate
      as to the timing and manner of any resales by a Participant or other subsequent
      transfers by the Participant of any Shares issued as a result of or under an
      Award, including without limitation, (A) restrictions under an insider
      trading policy and (B) restrictions as to the use of a specified brokerage
      firm for such resales or other transfers; 

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

     

            xv.  to
      provide, either at the time an Award is granted or by subsequent action, that
      an
      Award shall contain as a term thereof, a right, either in tandem with the other
      rights under the Award or as an alternative thereto, of the Participant to
      receive, without payment to the Company, a number of Shares, cash or a
      combination thereof, the amount of which is determined by reference to the
      value
      of the Award; and 

    


            xvi.   to
      make all other determinations deemed necessary or advisable for administering
      the Plan and any Award granted hereunder. 

    


            (c)    Effect
      of Administrator's Decision.    All
      decisions, determinations and interpretations by the Administrator regarding
      the
      Plan, any rules and regulations under the Plan and the terms and conditions
      of
      any Award granted hereunder, shall be final and binding on all Participants
      and
      on all other persons. The Administrator shall consider such factors as it deems
      relevant, in its sole and absolute discretion, to making such decisions,
      determinations and interpretations including, without limitation, the
      recommendations or advice of any officer or other employee of the Company and
      such attorneys, consultants and accountants as it may select. 

    


            5.    Eligibility.    

    


            Awards
      may be granted to Employees and
      Directors of the Company or any of its Affiliates; provided that Incentive
      Stock
      Options may be granted only to Employees of the Company or of a Subsidiary
      of
      the Company. 

    


            6.    Term
      of Plan.    

    


            The
      Plan shall become effective upon its approval by the stockholders of the
      Company. It shall continue in effect for a term of ten (10) years from the
      date the Plan is approved by stockholders of the Company unless terminated
      earlier under Section 15 of the Plan. 

    


            7.    Term
      of Award.    

    


            The
      term of each Award shall be determined by the Administrator and stated in the
      Award Agreement. In the case of an Option, the term shall be ten (10) years
      from the Grant Date or such shorter term as may be provided in the Award
      Agreement; provided that an Incentive Stock Option granted to an Employee who
      on
      the Grant Date owns stock representing more than ten percent (10%) of the voting
      power of all classes of stock of the Company or any Subsidiary shall have a
      term
      of no more than five (5) years from the Grant Date; and provided further that
      the term may be ten and one-half (101/2)
      years
      (or a shorter period) in the case of Options granted to Employees in certain
      jurisdictions outside the United States as determined by the Administrator.
      

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

     

            8.    Options.    

    


            The
      Administrator may grant an Option or provide for the grant of an Option, either
      from time to time in the discretion of the Administrator or automatically upon
      the occurrence of specified events, including, without limitation, the
      achievement of performance goals, the satisfaction of an event or condition
      within the control of the Awardee or within the control of others. 

    


            (a)    Option
      Agreement.    Each
      Option Agreement shall contain provisions regarding (i) the number of
      Shares that may be issued upon exercise of the Option, (ii) the type of
      Option, (iii) the exercise price of the Shares and the means of payment for
      the Shares, (iv) the term of the Option, (v) such terms and conditions
      on the vesting and/or exercisability of an Option as may be determined from
      time
      to time by the Administrator, (vi) restrictions on the transfer of the
      Option or the Shares issued upon exercise of the Option and forfeiture
      provisions, and (vii) such further terms and conditions, in each case not
      inconsistent with this Plan as may be determined from time to time by the
      Administrator. 

    


            (b)    Exercise
      Price.    The
      per share exercise price for the Shares to be issued pursuant to exercise of
      an
      Option shall be determined by the Administrator, subject to the following:
      

    


            i.      In
      the case of an Incentive Stock Option, the per Share exercise price shall be
      no
      less than 100% of the Fair Market Value per Share on the Grant Date; provided
      however that in the case of an Incentive Stock Option granted to an Employee
      who
      on the Grant Date owns stock representing more than ten percent (10%) of the
      voting power of all classes of stock of the Company or any Subsidiary, the
      per
      Share exercise price shall be no less than 110% of the Fair Market Value per
      Share on the Grant Date. 

    


            ii.     In
      the case of a Nonstatutory Stock Option, the per Share exercise price shall
      be
      no less than 100% of the Fair Market Value per Share on the Grant
      Date.

    


            iii.    Notwithstanding
      the foregoing, at the Administrator's discretion, Conversion Awards may be
      granted in substitution and/or conversion of options of an acquired entity,
      with
      a per Share exercise price of less than 100% of the Fair Market Value per Share
      on the date of such substitution and/or conversion. 

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

     

            (c)    No
      Option Repricings.    Other
      than in connection with a change in the Company’s capitalization (as described
      in Section 14(a) of the Plan), the exercise price of an Option may not be
      reduced without stockholder approval. 

    


            (d)    Vesting
      Period and Exercise Dates.    Options
      granted under this Plan shall vest and/or be exercisable at such time and in
      such installments during the period prior to the expiration of the Option's
      term
      as determined by the Administrator. The Administrator shall have the right
      to
      make the timing of the ability to exercise any Option granted under this Plan
      subject to continued employment, the passage of time and/or such performance
      requirements as deemed appropriate by the Administrator. At any time after
      the
      grant of an Option, the Administrator may reduce or eliminate any restrictions
      surrounding any Participant's right to exercise all or part of the Option.
      

    


            (e)    Form
      of Consideration.    The
      Administrator shall determine the acceptable form of consideration for
      exercising an Option, including the method of payment, either through the terms
      of the Option Agreement or at the time of exercise of an Option. Acceptable
      forms of consideration may include: 

    


            i.      cash;
      

    


            ii.     check
      or wire transfer (denominated in U.S. Dollars); 

    


            iii.    subject
      to any conditions or limitations established by the Administrator, other Shares
      which have a Fair Market Value on the date of surrender equal to the
      aggregate exercise price of the Shares as to which said Option shall be
      exercised, provided that prior to the date on which the Company becomes subject
      to FAS 123R, such Shares shall, in the case of Shares acquired by the
      Participant upon the exercise of an Option, have been owned by the Participant
      for more than six months on the date of surrender; 

    


            iv.    consideration
      received by the Company under a broker-assisted sale and remittance program
      acceptable to the Administrator; 

    


            v.     such
      other consideration and method of payment for the issuance of Shares to the
      extent permitted by Applicable Laws; or 

    


            vi.    any
      combination of the foregoing methods of payment. 

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

     

            9.    Incentive
      Stock Option Limitations/Terms.    

    


            (a)    Eligibility.    Only
      employees (as determined in accordance with Section 3401(c) of the Code and
      the regulations promulgated thereunder) of the Company or any of its
      Subsidiaries may be granted Incentive Stock Options. 

    


            (b)    $100,000
      Limitation.    Notwithstanding
      the designation "Incentive Stock Option" in an Option Agreement, if and to
      the
      extent that the aggregate Fair Market Value of the Shares with respect to which
      Incentive Stock Options are exercisable for the first time by the Awardee during
      any calendar year (under all plans of the Company and any of its Subsidiaries)
      exceeds U.S. $100,000, such Options shall be treated as Nonstatutory Stock
      Options. For purposes of this Section 9(b), Incentive Stock Options shall
      be taken into account in the order in which they were granted. The Fair Market
      Value of the Shares shall be determined as of the Grant Date. 

    


            (c)    Effect
      of Termination of Employment on Incentive Stock Options.    

    


            i.    Generally.    Unless
      otherwise provided for by the Administrator, upon an Awardee's Termination
      of
      Employment other than as a result of circumstances described in Sections
      9(c)(ii) and (iii) below, any outstanding Incentive Stock Option granted to
      such Awardee, whether vested or unvested, to the extent not theretofore
      exercised, shall terminate immediately upon the Awardee's Termination of
      Employment;
      provided, however, that the Administrator may in the Option Agreement specify
      a
      period of time (but not beyond the expiration date of the Option) following
      Termination of Employment during which the Awardee may exercise the Option
      as to
      Shares that were vested and exercisable as of the date of Termination of
      Employment. To the extent such a period following Termination of Employment
      is
      specified, the Option shall automatically terminate at the end of such period
      to
      the extent the Awardee has not exercised it within such period. 

    


            ii.    Disability
      of Awardee.    Unless
      otherwise provided for by the Administrator, upon an Awardee's Termination
      of
      Employment as a result of the Awardee's disability, all outstanding Incentive
      Stock Options granted to such Awardee that were vested and exercisable as of
      the
      date of the Awardee’s Termination of Employment may be exercised by the Awardee
      until (A) one (1) year following Awardee's Termination of Employment
      as a result of Awardee’s disability, including Total and Permanent Disability;
      provided, however, that in no event shall an Incentive Stock Option be
      exercisable after the expiration of the term of such Option. If the Participant
      does not exercise such Option within the time specified, the Option (to the
      extent not exercised) shall automatically terminate. 

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

     

            iii.    Death
      of Awardee.    Unless
      otherwise provided for by the Administrator, upon an Awardee's Termination
      of
      Employment as a result of the Awardee's death, all outstanding Incentive Stock
      Options granted to such Awardee that were vested and exercisable as of the
      date
      of the Awardee’s death may be exercised until the earlier of (A) one
      (1) year following the Awardee's death or (B) the expiration of the
      term of such Option. If an Incentive Stock Option is held by the Awardee when
      he
      or she dies, the Incentive Stock Option may be exercised, to the extent the
      Option is vested and exercisable, by the beneficiary designated by the Awardee
      (as provided in Section 16 of the Plan), the executor or administrator of
      the Awardee's estate or, if none, by the person(s) entitled to exercise the
      Incentive Stock Option under the Awardee's will or the laws of descent or
      distribution. If the Incentive Stock Option is not so exercised within the
      time
      specified, such Option (to the extent not exercised) shall automatically
      terminate. 

    


    iv.
      Other
      Terminations of Employment.
      The
      Administrator may provide in the applicable Option Agreement for different
      treatment of Options upon Termination of Employment of the Awardee than that
      specified above.

    


    (d)
      Leave
      of Absence.
      The
      Administrator shall have the discretion to determine whether and to what extent
      the vesting of Options shall be tolled during any unpaid leave of absence;
      provided, however, that in the absence of such determination, vesting of Options
      shall be tolled during any leave that is not a leave required to be provided
      to
      the Awardee under Applicable Law. In the event of military leave, vesting shall
      toll during any unpaid portion of such leave, provided that, upon an Awardee’s
      returning from military leave (under conditions that would entitle him or her
      to
      protection upon such return under the Uniform Services Employment and
      Reemployment Rights Act), he or she shall be given vesting credit with respect
      to Options to the same extent as would have applied had the Adwardee continued
      to provide services to the Company throughout the leave on the same terms as
      he
      or she was providing services immediately prior to such leave. 

    


            (e)    Transferability.    An
      Incentive Stock Option cannot be transferred by the Awardee otherwise than
      by
      will or the laws of descent and distribution, and, during the lifetime of such
      Awardee, may only be exercised by the Awardee. If the terms of an Incentive
      Stock Option are amended to permit transferability, the Option will be treated
      for tax purposes as a Nonstatutory Stock Option. The designation of a
      beneficiary by an Awardee will not constitute a transfer. 

     

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

     

            (f)    Exercise
      Price.    The
      per Share exercise price of an Incentive Stock Option shall be determined by
      the
      Administrator in accordance with Section 8(b)(i) of the Plan.


    


            (g)    Other
      Terms.    Option
      Agreements evidencing Incentive Stock Options shall contain such other terms
      and
      conditions as may be necessary to qualify, to the extent determined desirable
      by
      the Administrator, with the applicable provisions of Section 422 of the
      Code. 

    


            10.    Exercise
      of Option.    

    


            (a)    Procedure
      for Exercise; Rights as a Stockholder.    

    


            i.      Any
      Option granted hereunder shall be exercisable according to the terms of the
      Plan
      and at such times and under such conditions as determined by the Administrator
      and set forth in the respective Option Agreement. 

    


            ii.     An
      Option shall be deemed exercised when the Company receives (A) written or
      electronic notice of exercise (in accordance with the Option Agreement) from
      the
      person entitled to exercise the Option; (B) full payment for the Shares
      with respect to which the related Option is exercised; and (C) payment of
      all applicable withholding taxes. 

    


            iii.    Shares
      issued upon exercise of an Option shall be issued in the name of the Participant
      or, if requested by the Participant, in the name of the Participant and his
      or
      her spouse. Unless provided otherwise by the Administrator or pursuant to this
      Plan, until the Shares are issued (as evidenced by the appropriate entry on
      the
      books of the Company or of a duly authorized transfer agent of the Company),
      no
      right to vote or receive dividends or any other rights as a stockholder shall
      exist with respect to the Shares subject to an Option, notwithstanding the
      exercise of the Option. 

    


            iv.    The
      Company shall issue (or cause to be issued) such Shares as administratively
      practicable after the Option is exercised. An Option may not be exercised for
      a
      fraction of a Share. 

    


            (b)    Effect
      of Termination of Employment on Nonstatutory Stock Options.    

    


            i.    Generally.    Unless
      otherwise provided for by the Administrator, upon an Awardee's Termination
      of
      Employment other than as a result of circumstances described in Sections
      10(b)(ii) and (iii) below, any outstanding Nonstatutory Stock Option
      granted to such Awardee, whether vested or unvested, to the extent not
      theretofore exercised, shall terminate immediately upon the Awardee's
      Termination of Employment; provided, however, that the Administrator may in
      the
      Option Agreement specify a period of time (but not beyond the expiration date
      of
      the Option) following Termination of Employment during which the Awardee may
      exercise the Option as to Shares that were vested and exercisable as of the
      date
      of Termination of Employment. To the extent such a period following Termination
      of Employment is specified, the Option shall automatically terminate at the
      end
      of such period to the extent the Awardee has not exercised it within such
      period. 

     

    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    

     

            ii.    Disability
      of Awardee.    Unless
      otherwise provided for by the Administrator, upon an Awardee's Termination
      of
      Employment as a result of the Awardee's disability, all outstanding Nonstatutory
      Stock Options granted to such Awardee that were vested and exercisable as of
      the
      date of the Awardee’s Termination of Employment may be exercised by the Awardee
      until (A) one(1) year following Awardee’s Termination of Employment as a result
      of Awardee’s disability, including Total and Permanent Disability or
      (B) the expiration of the term of such Option. If the Participant does not
      exercise such Option within the time specified, the Option (to the extent not
      exercised) shall automatically terminate. 

    


            iii.    Death
      of Awardee.    Unless
      otherwise provided for by the Administrator, upon an Awardee's Termination
      of
      Employment as a result of the Awardee's death, all outstanding Nonstatutory
      Stock Options granted to such Awardee that were vested and exercisable as of
      the
      date of the Awardee’s death may be exercised until the earlier of (A) one
      (1) year following the Awardee's death or (B) the expiration of the
      term of such Option. If a Nonstatutory Stock Option is held by the Awardee
      when
      he or she dies, such Option may be exercised, to the extent the Option is vested
      and exercisable, by the beneficiary designated by the Awardee (as provided
      in
      Section 16 of the Plan), the executor or administrator of the Awardee's
      estate or, if none, by the person(s) entitled to exercise the Nonstatutory
      Stock
      Option under the Awardee's will or the laws of descent or distribution. If
      the
      Nonstatutory Stock Option is not so exercised within the time specified, such
      Option (to the extent not exercised) shall automatically terminate.

    


    (c)
      Leave
      of Absence.
      The
      Administrator shall have the discretion to determine whether and to what extent
      the vesting of Options shall be tolled during any unpaid leave of absence;
      provided, however, that in the absence of such determination, vesting of Options
      shall be tolled during any leave that is not a leave required to be provided
      to
      the Awardee under Applicable Law. In the event of military leave, vesting shall
      toll during any unpaid portion of such leave, provided that, upon an Awardee’s
      returning from military leave (under conditions that would entitle him or her
      to
      protection upon such return under the Uniform Services Employment and
      Reemployment Rights Act), he or she shall be given vesting credit with respect
      to Options to the same extent as would have applied had the Adwardee continued
      to provide services to the Company throughout the leave on the same terms as
      he
      or she was providing services immediately prior to such leave. 

     

    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    

     

            11.    Stock
      Awards.    

    


            (a)    Stock
      Award Agreement.    Each
      Stock Award Agreement shall contain provisions regarding (i) the number of
      Shares subject to such Stock Award or a formula for determining such number,
      (ii) the purchase price of the Shares, if any, and the means of payment for
      the Shares, (iii) the performance criteria (including Qualifying
      Performance Criteria), if any, and level of achievement versus these criteria
      that shall determine the number of Shares granted, issued, retainable and/or
      vested, (iv) such terms and conditions on the grant, issuance, vesting
      and/or forfeiture of the Shares as may be determined from time to time by the
      Administrator, (v) restrictions on the transferability of the Stock Award,
      and (vi) such further terms and conditions in each case not inconsistent
      with this Plan as may be determined from time to time by the Administrator.
      

    


            (b)    Restrictions
      and Performance Criteria.    The
      grant, issuance, retention and/or vesting of each Stock Award or the Shares
      subject thereto may be subject to such performance criteria (including
      Qualifying Performance Criteria) and level of achievement versus these criteria
      as the Administrator shall determine, which criteria may be based on financial
      performance, personal performance evaluations and/or completion of service
      by
      the Awardee. Notwithstanding anything to the contrary herein, the performance
      criteria for any Stock Award that is intended to satisfy the requirements for
      "performance-based compensation" under Section 162(m) of the Code shall be
      established by the Administrator based on one or more Qualifying Performance
      Criteria selected by the Administrator and specified in writing not later than
      ninety (90) days after the commencement of the period of service to which
      the performance goals relates, provided that the outcome is substantially
      uncertain at that time (or in such other manner that complies with Section
      162(m)). 

    


            (c)    Forfeiture.    Unless
      otherwise provided for by the Administrator, upon the Awardee's Termination
      of
      Employment, the Stock Award and the Shares subject thereto shall be forfeited,
      provided that to the extent that the Participant purchased any Shares, the
      Company shall have a right to repurchase the unvested Shares at such price
      and
      on such terms and conditions as the Administrator determines. 

     

    
      
        
        

      

      
        16

        
          

        

      

      
        
        

      

    

    
 

            (d)    Rights
      as a Stockholder.    Unless
      otherwise provided by the Administrator, the Participant shall have the rights
      equivalent to those of a stockholder and shall be a stockholder only after
      Shares are issued (as evidenced by the appropriate entry on the books of the
      Company or of a duly authorized transfer agent of the Company) to the
      Participant. Unless otherwise provided by the Administrator, a Participant
      holding Stock Units shall be entitled to receive dividend payments as if he
      or
      she was an actual stockholder. 

    


    (e)
      Stock
      Appreciation Rights.
      

     

    i.
      General. Stock
      Appreciation Rights may be granted either alone, in addition to, or in tandem
      with other Awards granted under the Plan. The Board may grant Stock Appreciation
      Rights to eligible Participants subject to terms and conditions not inconsistent
      with this Plan and determined by the Board. The specific terms and conditions
      applicable to the Participant shall be provided for in the Stock Award
      Agreement. Stock Appreciation Rights shall be exercisable, in whole or in part,
      at such times as the Board shall specify in the Stock Award
      Agreement.

    


    ii.
      Exercise
      of Stock Appreciation Right. Upon
      the
      exercise of a Stock Appreciation Right, in whole or in part, the Participant
      shall be entitled to a payment in an amount equal to the excess of the Fair
      Market Value on the date of exercise of a fixed number of Shares covered by
      the
      exercised portion of the Stock Appreciation Right, over the Fair Market Value
      on
      the grant date of the Shares covered by the exercised portion of the Stock
      Appreciation Right (or such other amount calculated with respect to Shares
      subject to the Award as the Board may determine). The amount due to the
      Participant upon the exercise of a Stock Appreciation Right shall be paid in
      such form of consideration as determined by the Board and may be in cash, Shares
      or a combination thereof, over the period or periods specified in the Stock
      Award Agreement. A Stock Award Agreement may place limits on the amount that
      may
      be paid over any specified period or periods upon the exercise of a Stock
      Appreciation Right, on an aggregate basis or as to any Participant. A Stock
      Appreciation Right shall be considered exercised when the Company receives
      written notice of exercise in accordance with the terms of the Stock Award
      Agreement from the person entitled to exercise the Stock Appreciation
      Right.

     

    
      
        
        

      

      
        17

        
          

        

      

      
        
        

      

    

     

    iii.
      Nonassignability
      of Stock Appreciation Rights.
      Except
      as determined by the Board, no Stock Appreciation Right shall be assignable
      or
      otherwise transferable by the Participant except by will or by the laws of
      descent and distribution.

    


    12.    Cash
      Awards.    

    


            Each
      Cash Award will confer upon the Participant the opportunity to earn a future
      payment tied to the level of achievement with respect to one or more performance
      criteria established for a performance period of not less than one
      (1) year. 

    


            (a)    Cash
      Award.    Each
      Cash Award shall contain provisions regarding (i) the target and maximum
      amount payable to the Participant as a Cash Award, (ii) the performance
      criteria and level of achievement versus these criteria which shall determine
      the amount of such payment, (iii) the period as to which performance shall
      be measured for establishing the amount of any payment, (iv) the timing of
      any payment earned by virtue of performance, (v) restrictions on the
      alienation or transfer of the Cash Award prior to actual payment,
      (vi) forfeiture provisions, and (vii) such further terms and
      conditions, in each case not inconsistent with the Plan, as may be determined
      from time to time by the Administrator. The maximum amount payable as a Cash
      Award may be a multiple of the target amount payable, but the maximum amount
      payable pursuant to that portion of a Cash Award granted under this Plan for
      any
      fiscal year to any Awardee that is intended to satisfy the requirements for
      "performance based compensation" under Section 162(m) of the Code shall not
      exceed U.S. $3,000,000. 

    


            (b)    Performance
      Criteria.    The
      Administrator shall establish the performance criteria and level of achievement
      versus these criteria which shall determine the target and the minimum and
      maximum amount payable under a Cash Award, which criteria may be based on
      financial performance and/or personal performance evaluations. The Administrator
      may specify the percentage of the target Cash Award that is intended to satisfy
      the requirements for "performance-based compensation" under Section 162(m)
      of the Code. Notwithstanding anything to the contrary herein, the performance
      criteria for any portion of a Cash Award that is intended to satisfy the
      requirements for "performance-based compensation" under Section 162(m) of
      the Code shall be a measure established by the Administrator based on one or
      more Qualifying Performance Criteria selected by the Administrator and specified
      in writing not later than 90 days after the commencement of the period of
      service to which the performance goals relates, provided that the outcome is
      substantially uncertain at that time (or in such other manner that complies
      with
      Section 162(m)). 

     

    
      
        
        

      

      
        18

        
          

        

      

      
        
        

      

    

     

            (c)    Timing
      and Form of Payment.    The
      Administrator shall determine the timing of payment of any Cash Award. The
      Administrator may provide for or, subject to such terms and conditions as the
      Administrator may specify, may permit an Awardee to elect for the payment of
      any
      Cash Award to be deferred to a specified date or event. The Administrator may
      specify the form of payment of Cash Awards, which may be cash or other property,
      or may provide for an Awardee to have the option for his or her Cash Award,
      or
      such portion thereof as the Administrator may specify, to be paid in whole
      or in
      part in cash or other property. 

    


            (d)    Termination
      of Employment.    The
      Administrator shall have the discretion to determine the effect a Termination
      of
      Employment due to (i) disability, (ii) death, or (iii) otherwise
      shall have on any Cash Award. 

    


            13.    Other
      Provisions Applicable to Awards.    

    


            (a)    Non-Transferability
      of Awards.    Unless
      determined otherwise by the Administrator, an Award may not be sold, pledged,
      assigned, hypothecated, transferred, or disposed of in any manner other than
      by
      beneficiary designation, will or by the laws of descent or distribution. Subject
      to Section 9(e), the Administrator may in its discretion make an Award
      transferable to an Awardee's family member or any other person or entity as
      it
      deems appropriate. If the Administrator makes an Award transferable, either
      at
      the time of grant or thereafter, such Award shall contain such additional terms
      and conditions as the Administrator deems appropriate, and any transferee shall
      be deemed to be bound by such terms upon acceptance of such transfer.


    


            (b)    Qualifying
      Performance Criteria.    For
      purposes of this Plan, the term "Qualifying Performance Criteria" shall mean
      any
      one or more of the following performance criteria, either individually,
      alternatively or in any combination, applied to either the Company as a whole
      or
      to a business unit, Affiliate or business segment, either individually,
      alternatively or in any combination, and measured either annually or
      cumulatively over a period of years, on an absolute basis or relative to a
      pre-established target, to previous years' results or to a designated comparison
      group, in each case as specified by the Administrator in the Award:
      (i) cash flow; (ii) earnings (including gross margin, earnings before
      interest and taxes, earnings before taxes, and net earnings);
      (iii) earnings per share; (iv) growth in earnings or earnings per
      share; (v) stock price; (vi) return on equity or average stockholders'
      equity; (vii) total stockholder return; (viii) return on capital;
      (ix) return on assets or net assets; (x) return on investment;
      (xi) revenue; (xii) income or net income; (xiii) operating income
      or net operating income, in aggregate or per share; (xiv) operating profit
      or net operating profit; (xv) operating margin; (xvi) return on
      operating revenue; (xvii) market share; (xviii) contract awards or
      backlog; (xix) overhead or other expense reduction; (xx) growth in
      stockholder value relative to the moving average of the S&P 500 Index or a
      peer group index; (xxi) credit rating; (xxii) strategic plan
      development and implementation (including individual performance objectives
      that
      relate to achievement of the Company’s or any business unit’s strategic plan);
      (xxiii) improvement in workforce diversity; (xxiv) growth of revenue,
      operating income or net income; (xxv) efficiency ratio; (xxvi) ratio of
      nonperforming assets to total assets; and (xxvii) any other similar criteria.
      The Committee may appropriately adjust any evaluation of performance under
      a
      Qualifying Performance Criteria to exclude any of the following events that
      occurs during a performance period: (A) asset write-downs;
      (B) litigation or claim judgments or settlements; (C) the effect of
      changes in tax law, accounting principles or other such laws or provisions
      affecting reported results; (D) accruals for reorganization and
      restructuring programs; and (E) any gains or losses classified as
      extraordinary or as discontinued operations in the Company’s financial
      statements. 

     

    
      
        
        

      

      
        19

        
          

        

      

      
        
        

      

    

     

            (c)    Certification.    Prior
      to the payment of any compensation under an Award intended to qualify as
      "performance-based compensation" under Section 162(m) of the Code, the
      Committee shall certify the extent to which any Qualifying Performance Criteria
      and any other material terms under such Award have been satisfied (other than
      in
      cases where such relate solely to the increase in the value of the Common
      Stock). 

    


            (d)    Discretionary
      Adjustments Pursuant to Section 162(m).    Notwithstanding
      satisfaction of any completion of any Qualifying Performance Criteria, to the
      extent specified at the time of grant of an Award to "covered employees" within
      the meaning of Section 162(m) of the Code, the number of Shares, Options or
      other benefits granted, issued, retainable and/or vested under an Award on
      account of satisfaction of such Qualifying Performance Criteria may be reduced
      by the Committee on the basis of such further considerations as the Committee
      in
      its sole discretion shall determine. 

    


            (e)    Compliance
      with Section 409A.    Notwithstanding
      anything to the contrary contained herein, to the extent that the Administrator
      determines that any Award granted under the Plan is subject to Code
      Section 409A and unless otherwise specified in the applicable Award
      Agreement, the Award Agreement evidencing such Award shall incorporate the
      terms
      and conditions necessary for such Award to avoid the consequences described
      in
      Code Section 409A(a)(1), and to the maximum extent permitted under
      Applicable Law (and unless otherwise stated in the applicable Award Agreement),
      the Plan and the Award Agreements shall be interpreted in a manner that results
      in their conforming to the requirements of Code Section 409A(a)(2),
      (3) and (4) and any Department of Treasury or Internal Revenue Service
      regulations or other interpretive guidance issued under Section 409A
      (whenever issued, the “Guidance”). Notwithstanding anything to the contrary in
      this Plan (and unless the Award Agreement provides otherwise, with specific
      reference to this sentence), to the extent that a Participant holding an Award
      that constitutes “deferred compensation” under Section 409A and the
      Guidance is a “specified employee” (also as defined thereunder), no distribution
      or payment of any amount shall be made before a date that is six (6) months
      following the date of such Participant’s “separation from service” (as defined
      in Section 409A and the Guidance) or, if earlier, the date of the
      Participant’s death.

     

    
      
        
        

      

      
        20

        
          

        

      

      
        
        

      

    

     

            (f)    Deferral
      of Award Benefits. The
      Administrator may in its discretion and upon such terms and conditions as it
      determines appropriate permit one or more Participants whom it selects to
      (a) defer compensation payable pursuant to the terms of an Award, or
      (b) defer compensation arising outside the terms of this Plan pursuant to a
      program that provides for deferred payment in satisfaction of such other
      compensation amounts through the issuance of one or more Awards. Any such
      deferral arrangement shall be evidenced by an Award Agreement in such form
      as
      the Administrator shall from time to time establish, and no such deferral
      arrangement shall be a valid and binding obligation unless evidenced by a fully
      executed Award Agreement, the form of which the Administrator has approved,
      including through the Administrator’s establishing a written program (the
“Program”) under this Plan to govern the form of Award Agreements participating
      in such Program. Any such Award Agreement or Program shall specify the treatment
      of dividends or dividend equivalent rights (if any) that apply to Awards
      governed thereby, and shall further provide that any elections governing payment
      of amounts pursuant to such Program shall be in writing, shall be delivered
      to
      the Company or its agent in a form and manner that complies with Code
      Section 409A and the Guidance, and shall specify the amount to be
      distributed in settlement of the deferral arrangement, as well as the time
      and
      form of such distribution in a manner that complies with Code Section 409A
      and the Guidance. 

    


            14.    Adjustments
      upon Changes in Capitalization, Dissolution, Merger or Asset
      Sale.    

    


            (a)    Changes
      in Capitalization.    Subject
      to any required action by the stockholders of the Company, (i) the number
      and kind of Shares covered by each outstanding Award, (ii) the price per
      Share subject to each such outstanding Award, and (iii) each of the Share
      limitations set forth in Section 3 of the Plan, shall be proportionately
      adjusted for any increase or decrease in the number or kind of issued shares
      resulting from a stock split, reverse stock split, stock dividend, combination
      or reclassification of the Common Stock, or any other increase or decrease
      in
      the number of issued shares of Common Stock effected without receipt of
      consideration by the Company; provided, however, that conversion of any
      convertible securities of the Company shall not be deemed to have been "effected
      without receipt of consideration." Such adjustment shall be made by the
      Administrator, whose determination in that respect shall be final, binding
      and
      conclusive. Except as expressly provided herein, no issuance by the Company
      of
      shares of stock of any class, or securities convertible into shares of stock
      of
      any class, shall affect, and no adjustment by reason thereof shall be made
      with
      respect to, the number or price of shares of Common Stock subject to an Award.
      

     

    
      
        
        

      

      
        21

        
          

        

      

      
        
        

      

    

     

            (b)    Dissolution
      or Liquidation.    In
      the event of the proposed dissolution or liquidation of the Company, the
      Administrator shall notify each Participant as soon as practicable prior to
      the
      effective date of such proposed transaction. To the extent it has not been
      previously exercised or the Shares subject thereto issued to the Awardee and
      unless otherwise determined by the Administrator, an Award will terminate
      immediately prior to the consummation of such proposed transaction.


    


            (c)    Change
      in Control.    In
      the event there is a Change in Control of the Company, as determined by the
      Board or a Committee, the Board or Committee may, in its discretion,
      (i) provide for the assumption or substitution of, or adjustment to, each
      outstanding Award; (ii) accelerate the vesting of Options and terminate any
      restrictions on Cash Awards or Stock Awards; and/or (iii) provide for
      termination of Awards as a result of the Change of Control on such terms and
      conditions as it deems appropriate, including providing for the cancellation
      of
      Awards for a cash payment to the Participant. 

    


            15.    Amendment
      and Termination of the Plan.    

    


            (a)    Amendment
      and Termination.    The
      Administrator may amend, alter or discontinue the Plan or any Award Agreement,
      but any such amendment shall be subject to approval of the stockholders of
      the
      Company in the manner and to the extent required by Applicable Law. To the
      extent required to comply with Section 162(m), the Company shall seek
      re-approval of the Plan from time to time by the stockholders. In addition,
      without limiting the foregoing, unless approved by the stockholders of the
      Company, no such amendment shall be made that would: 

    


            i.      materially
      increase the maximum number of Shares for which Awards may be granted under
      the
      Plan, other than an increase pursuant to Section 14 of the Plan;


    


            ii.     reduce
      the minimum exercise price at which Options may be granted under the Plan;
      

    


           
      iii.     result in a repricing of Options by (x)
      reducing the exercise price of outstanding Options or (y) canceling an
      outstanding Option held by an Awardee and re-granting to the Awardee a new
      Option with a lower exercise price, in either case other than in connection
      with
      a change in the Company’s capitalization pursuant to Section 14 of the Plan;
      or

     

    
      
        
        

      

      
        22

        
          

        

      

      
        
        

      

    

    
 

            iv.    change
      the class of persons eligible to receive Awards under the Plan. 

    


            (b)    Effect
      of Amendment or Termination.    No
      amendment, suspension or termination of the Plan shall impair the rights of
      any
      Award, unless mutually agreed otherwise between the Participant and the
      Administrator, which agreement must be in writing and signed by the Participant
      and the Company; provided further that the Administrator may amend an
      outstanding Award in order to conform it to the Administrator’s intent (in its
      sole discretion) that such Award not be subject to Code Section 409A(a)(1)(B).
      Termination of the Plan shall not affect the Administrator's ability to exercise
      the powers granted to it hereunder with respect to Awards granted under the
      Plan
      prior to the date of such termination. 

    


            (c)    Effect
      of the Plan on Other Arrangements.    Neither
      the adoption of the Plan by the Board or a Committee nor the submission of
      the
      Plan to the stockholders of the Company for approval shall be construed as
      creating any limitations on the power of the Board or any Committee to adopt
      such other incentive arrangements as it or they may deem desirable, including
      without limitation, the granting of restricted stock or stock options otherwise
      than under the Plan, and such arrangements may be either generally applicable
      or
      applicable only in specific cases. The value of Awards granted pursuant to
      the
      Plan will not be included as compensation, earnings, salaries or other similar
      terms used when calculating an Awardee’s benefits under any employee benefit
      plan sponsored by the Company or any Subsidiary except as such plan otherwise
      expressly provides.

    


            16.    Designation
      of Beneficiary.    

    


            (a)   An
      Awardee may file a written designation of a beneficiary who is to receive
      the Awardee's rights pursuant to Awardee's Award or the Awardee may include
      his
      or her Awards in an omnibus beneficiary designation for all benefits under
      the
      Plan. To the extent that Awardee has completed a designation of beneficiary
      while employed with the Company, such beneficiary designation shall remain
      in
      effect with respect to any Award hereunder until changed by the Awardee to
      the
      extent enforceable under Applicable Law. 

    


            (b)   Such
      designation of beneficiary may be changed by the Awardee at any time by written
      notice. In the event of the death of an Awardee and in the absence of a
      beneficiary validly designated under the Plan who is living at the time of
      such
      Awardee's death, the Company shall allow the executor or administrator of the
      estate of the Awardee to exercise the Award, or if no such executor or
      administrator has been appointed (to the knowledge of the Company), the Company,
      in its discretion, may allow the spouse or one or more dependents or relatives
      of the Awardee to exercise the Award to the extent permissible under Applicable
      Law or if no spouse, dependent or relative is known to the Company, then to
      such
      other person as the Company may designate. 

     

    
      
        
        

      

      
        23

        
          

        

      

      
        
        

      

    

     

            17.    No
      Right to Awards or to Employment.    

    


            No
      person shall have any claim or right to be granted an Award and the grant of
      any
      Award shall not be construed as giving an Awardee the right to continue in
      the
      employ of the Company or its Affiliates. Further, the Company and its Affiliates
      expressly reserve the right, at any time, to dismiss any Employee or Awardee
      at
      any time without liability or any claim under the Plan, except as provided
      herein or in any Award Agreement entered into hereunder. 

    


            18.    Legal
      Compliance.    

    


            Shares
      shall not be issued pursuant to the exercise of an Option or Stock Award unless
      the exercise of such Option or Stock Award and the issuance and delivery of
      such
      Shares shall comply with Applicable Laws and shall be further subject to the
      approval of counsel for the Company with respect to such compliance.


    


            19.    Inability
      to Obtain Authority.    

    


            To
      the extent the Company is unable to or the Administrator deems it infeasible
      to
      obtain authority from any regulatory body having jurisdiction, which authority
      is deemed by the Company's counsel to be necessary to the lawful issuance and
      sale of any Shares hereunder, the Company shall be relieved of any liability
      with respect to the failure to issue or sell such Shares as to which such
      requisite authority shall not have been obtained. 

    


            20.    Reservation
      of Shares.    

    


            The
      Company, during the term of this Plan, will at all times reserve and keep
      available such number of Shares as shall be sufficient to satisfy the
      requirements of the Plan. 

    


            21.    Notice.    

    


            Any
      written notice to the Company required by any provisions of this Plan shall
      be
      addressed to the Secretary of the Company and shall be effective when received.
      

     

    
      
        
        

      

      
        24

        
          

        

      

      
        
        

      

    

     

            22.    Governing
      Law; Interpretation of Plan and Awards.    

    


            (a)   This
      Plan and all determinations made and actions taken pursuant hereto shall be
      governed by the substantive laws, but not the choice of law rules, of the state
      of Delaware. 

    


            (b)   In
      the event that any provision of the Plan or any Award granted under the Plan
      is
      declared to be illegal, invalid or otherwise unenforceable by a court of
      competent jurisdiction, such provision shall be reformed, if possible, to the
      extent necessary to render it legal, valid and enforceable, or otherwise
      deleted, and the remainder of the terms of the Plan and/or Award shall not
      be
      affected except to the extent necessary to reform or delete such illegal,
      invalid or unenforceable provision. 

    


            (c)   The
      headings preceding the text of the sections hereof are inserted solely for
      convenience of reference, and shall not constitute a part of the Plan, nor
      shall
      they affect its meaning, construction or effect. 

    


            (d)   The
      terms of the Plan and any Award shall inure to the benefit of and be binding
      upon the parties hereto and their respective permitted heirs, beneficiaries,
      successors and assigns. 

    


            (e)   All
      questions arising under the Plan or under any Award shall be decided by the
      Administrator in its total and absolute discretion. In the event the Participant
      believes that a decision by the Administrator with respect to such person was
      arbitrary or capricious, the Participant may request arbitration with respect
      to
      such decision. The review by the arbitrator shall be limited to determining
      whether the Administrator's decision was arbitrary or capricious. This
      arbitration shall be the sole and exclusive review permitted of the
      Administrator's decision, and the Awardee shall as a condition to the receipt
      of
      an Award be deemed to explicitly waive any right to judicial review.


    


            (f)    Notice
      of demand for arbitration shall be made in writing to the Administrator within
      thirty (30) days after the applicable decision by the Administrator. The
      arbitrator shall be selected from amongst those members of the Board who are
      neither Administrators nor Employees. If there are no such members of the Board,
      the arbitrator shall be selected by the Board. The arbitrator shall be an
      individual who is an attorney licensed to practice law in the State of Delaware.
      Such arbitrator shall be neutral within the meaning of the Commercial Rules
      of
      Dispute Resolution of the American Arbitration Association; provided, however,
      that the arbitration shall not be administered by the American Arbitration
      Association. Any challenge to the neutrality of the arbitrator shall be resolved
      by the arbitrator whose decision shall be final and conclusive. The arbitration
      shall be administered and conducted by the arbitrator pursuant to the Commercial
      Rules of Dispute Resolution of the American Arbitration Association. The
      decision of the arbitrator on the issue(s) presented for arbitration shall
      be
      final and conclusive and may be enforced in any court of competent jurisdiction.
      

     

    
      
        
        

      

      
        25

        
          

        

      

      
        
        

      

    

     

            23.    Limitation
      on Liability.    

    


            The
      Company and any Affiliate which is in existence or hereafter comes into
      existence shall not be liable to a Participant, an Employee, an Awardee or
      any
      other persons as to: 

     

    (a)    The
      Non-Issuance of Shares.    The
      non-issuance or sale of Shares as to which the Company has been unable to obtain
      from any regulatory body having jurisdiction the authority deemed by the
      Company's counsel to be necessary to the lawful issuance and sale of any shares
      hereunder; and

     

    (b)    Tax
      Consequences.    Any
      tax consequence realized by any Participant, Employee, Awardee or other person
      due to the receipt, vesting, exercise or settlement of any Option or other
      Award
      granted hereunder or due to the transfer of any Shares issued hereunder. The
      Participant is responsible for, and by accepting an Award under the Plan agrees
      to bear, all taxes of any nature that are legally imposed upon the Participant
      in connection with an Award, and the Company does not assume, and will not
      be
      liable to any party for, any cost or liability arising in connection with such
      tax liability legally imposed on the Participant. In particular, Awards issued
      under the Plan may be characterized by the Internal Revenue Service (the “IRS”)
      as “deferred compensation” under the Code resulting in additional taxes,
      including in some cases interest and penalties. In the event the IRS determines
      that an Award constitutes deferred compensation under the Code or challenges
      any
      good faith characterization made by the Company or any other party of the tax
      treatment applicable to an Award, the Participant will be responsible for the
      additional taxes, and interest and penalties, if any, that are determined to
      apply if such challenge succeeds, and the Company will not reimburse the
      Participant for the amount of any additional taxes, penalties or interest that
      result. 

    


            24.    Unfunded
      Plan.    

    


            Insofar
      as it provides for Awards, the Plan shall be unfunded. Although bookkeeping
      accounts may be established with respect to Awardees who are granted Stock
      Awards under this Plan, any such accounts will be used merely as a bookkeeping
      convenience. The Company shall not be required to segregate any assets which
      may
      at any time be represented by Awards, nor shall this Plan be construed as
      providing for such segregation, nor shall the Company nor the Administrator
      be
      deemed to be a trustee of stock or cash to be awarded under the Plan. Any
      liability of the Company to any Participant with respect to an Award shall
      be
      based solely upon any contractual obligations which may be created by the Plan;
      no such obligation of the Company shall be deemed to be secured by any pledge
      or
      other encumbrance on any property of the Company. Neither the Company nor the
      Administrator shall be required to give any security or bond for the performance
      of any obligation which may be created by this Plan. 

    


    


    
      
        
        

      

      
        26