Unassociated Document


    

      Exhibit
        10.1

      


      CUSTOMER
        ACQUISITION NETWORK HOLDINGS, INC.

    

    
       

      2007
        INCENTIVE STOCK AND AWARD PLAN

       

      1. Purpose
        of the Plan.

       

      This
        2007
        Incentive Stock and Award Plan (the “Plan”)
        is
        intended as an incentive, to retain in the employ of and as directors, officers,
        consultants, advisors and employees to Customer Acquisition Network Holdings,
        Inc., a Delaware corporation (the “Company”),
        and
        any Subsidiary of the Company, within the meaning of Section 424(f) of the
        United States Internal Revenue Code of 1986, as amended (the “Code”),
        persons of training, experience and ability, to attract new directors, officers,
        consultants, advisors and employees whose services are considered valuable,
        to
        encourage the sense of proprietorship and to stimulate the active interest
        of
        such persons in the development and financial success of the Company and
        its
        Subsidiaries.

       

      It
        is
        further intended that certain options granted pursuant to the Plan shall
        constitute incentive stock options within the meaning of Section 422 of the
        Code
        (the “Incentive
        Options”)
        while
        certain other options granted pursuant to the Plan shall be nonqualified
        stock
        options (the “Nonqualified
        Options”).
        Incentive Options and Nonqualified Options are hereinafter referred to
        collectively as “Options.”

       

      The
        Company intends that the Plan meet the requirements of Rule 16b-3 (“Rule
        16b-3”)
        promulgated under the Securities Exchange Act of 1934, as amended (the
“Exchange
        Act”),
        and
        that transactions of the type specified in subparagraphs (c) to (f) inclusive
        of
        Rule 16b-3 by officers and directors of the Company pursuant to the Plan
        will be
        exempt from the operation of Section 16(b) of the Exchange Act. Further,
        the
        Plan is intended to satisfy the performance-based compensation exception
        to the
        limitation on the Company’s tax deductions imposed by Section 162(m) of the Code
        with respect to those Options for which qualification for such exception
        is
        intended. In all cases, the terms, provisions, conditions and limitations
        of the
        Plan shall be construed and interpreted consistent with the Company’s intent as
        stated in this Section 1.

       

      2. Administration
        of the Plan.

       

      The
        Board
        of Directors of the Company (the “Board”)
        shall
        appoint and maintain as administrator of the Plan a Committee (the “Committee”)
        consisting of two or more directors who are (i) “Independent Directors” (as such
        term is defined under the rules of the NASDAQ Stock Market), (ii) “Non-Employee
        Directors” (as such term is defined in Rule 16b-3) and (iii) “Outside Directors”
(as such term is defined in Section 162(m) of the Code), which shall serve
        at
        the pleasure of the Board. The Committee, subject to Sections 3, 5 and 6
        hereof,
        shall have full power and authority to designate recipients of Options and
        restricted stock (“Restricted
        Stock”)
        and to
        determine the terms and conditions of the respective Option and Restricted
        Stock
        agreements (which need not be identical) and to interpret the provisions
        and
        supervise the administration of the Plan. The Committee shall have the
        authority, without limitation, to designate which Options granted under the
        Plan
        shall be Incentive Options and which shall be Nonqualified Options. To the
        extent any Option does not qualify as an Incentive Option, it shall constitute
        a
        separate Nonqualified Option.

       

      Subject
        to the provisions of the Plan, the Committee shall interpret the Plan and
        all
        Options and Restricted Stock granted under the Plan, shall make such rules
        as it
        deems necessary for the proper administration of the Plan, shall make all
        other
        determinations necessary or advisable for the administration of the Plan
        and
        shall correct any defects or supply any omission or reconcile any inconsistency
        in the Plan or in any Options or Restricted Stock granted under the Plan
        in the
        manner and to the extent that the Committee deems desirable to carry into
        effect
        the Plan or any Options or Restricted Stock. The act or determination of
        a
        majority of the Committee shall be the act or determination of the Committee
        and
        any decision reduced to writing and signed by all of the members of the
        Committee shall be fully effective as if it had been made by a majority of
        the
        Committee at a meeting duly held for such purpose. Subject to the provisions
        of
        the Plan, any action taken or determination made by the Committee pursuant
        to
        this and the other Sections of the Plan shall be conclusive on all
        parties.

       

      In
        the
        event that for any reason the Committee is unable to act or if the Committee
        at
        the time of any grant, award or other acquisition under the Plan does not
        consist of two or more Non-Employee Directors, or if there shall be no such
        Committee, or if the Board otherwise determines to administer the Plan, then
        the
        Plan shall be administered by the Board, and references herein to the Committee
        (except in the proviso to this sentence) shall be deemed to be references
        to the
        Board, and any such grant, award or other acquisition may be approved or
        ratified in any other manner contemplated by subparagraph (d) of Rule 16b-3;
        provided,
        however,
        that
        grants to the Company’s Chief Executive Officer or to any of the Company’s other
        four most highly compensated officers that are intended to qualify as
        performance-based compensation under Section 162(m) of the Code may only
        be
        granted by the Committee. 

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      3. Designation
        of Optionees and Grantees.

       

      The
        persons eligible for participation in the Plan as recipients of Options (the
        “Optionees”)
        or
        Restricted Stock (the “Grantees”
and
        together with Optionees, the “Participants”)
        shall
        include directors, officers and employees of, and consultants and advisors
        to,
        the Company or any Subsidiary; provided that Incentive Options may only be
        granted to employees of the Company and any Subsidiary. In selecting
        Participants, and in determining the number of shares to be covered by each
        Option or award of Restricted Stock granted to Participants, the Committee
        may
        consider any factors it deems relevant, including, without limitation, the
        office or position held by the Participant or the Participant’s relationship to
        the Company, the Participant’s degree of responsibility for and contribution to
        the growth and success of the Company or any Subsidiary, the Participant’s
        length of service, promotions and potential. A Participant who has been granted
        an Option or Restricted Stock hereunder may be granted an additional Option
        or
        Options, or Restricted Stock if the Committee shall so determine.

       

      In
        the
        absence of any date specified for grant, the Committee’s grant of Options or
        award of Restricted Stock shall be deemed to have been made effective on
        the
        first business day of each March, June, September or December of any calendar
        year, or on such other pre-determined dates as maybe set by the Committee
        (the
“Pre-Determined
        Grant Dates”).
        Notwithstanding the foregoing, the Committee may grant Options or award
        restricted Stock to any employee, officer, director or consultant to the
        Company
        as an inducement to such person, in consideration for such person to enter
        into
        any agreement or to provide to the Company, for prior services rendered,
        or for
        any other reason determined by the Committee for award, in its sole discretion
        other than on a Pre-Determined Grant Date.

       

      4. Stock
        Reserved for the Plan.

       

      Subject
        to adjustment as provided in Section 8 hereof, a total of 1,000,000 shares
        of
        the Company’s common stock, par value $0.001 per share (the “Stock”), shall be
        subject to the Plan. The maximum number of shares of Stock that may be subject
        to Options shall conform to any requirements applicable to performance-based
        compensation under Section 162(m) of the Code, if qualification as
        performance-based compensation under Section 162(m) of the Code is intended.
        The
        shares of Stock subject to the Plan shall consist of unissued shares, treasury
        shares or previously issued shares held by any Subsidiary of the Company,
        and
        such amount of shares of Stock shall be and is hereby reserved for such purpose.
        Any of such shares of Stock that may remain unsold and that are not subject
        to
        outstanding Options at the termination of the Plan shall cease to be reserved
        for the purposes of the Plan, but until termination of the Plan the Company
        shall at all times reserve a sufficient number of shares of Stock to meet
        the
        requirements of the Plan. Should any Option or Restricted Stock expire or
        be
        canceled prior to its exercise or vesting in full or should the number of
        shares
        of Stock to be delivered upon the exercise or vesting in full of any Option
        or
        Restricted Stock be reduced for any reason, the shares of Stock theretofore
        subject to such Option or Restricted Stock may be subject to future Options
        or
        Restricted Stock under the Plan, except where such reissuance is inconsistent
        with the provisions of Section 162(m) of the Code where qualification as
        performance-based compensation under Section 162(m) of the Code is
        intended.

       

      5. Terms
        and Conditions of Options.

       

      Options
        granted under the Plan shall be subject to the following conditions and shall
        contain such additional terms and conditions, not inconsistent with the terms
        of
        the Plan, as the Committee shall deem desirable:

       

      (a) Option
        Price.
        The
        purchase price of each share of Stock purchasable under an Incentive Option
        shall be determined by the Committee at the time of grant, but shall not
        be less
        than 100% of the Fair Market Value (as defined below) of such share of Stock
        on
        the date the Option is granted; provided,
        however,
        that
        with respect to an Optionee who, at the time such Incentive Option is granted,
        owns (within the meaning of Section 424(d) of the Code) more than 10% of
        the
        total combined voting power of all classes of stock of the Company or of
        any
        Subsidiary, the purchase price per share of Stock shall be at least 110%
        of the
        Fair Market Value per share of Stock on the date of grant. The purchase price
        of
        each share of Stock purchasable under a Nonqualified Option shall not be
        less
        than 100% of the Fair Market Value of such share of Stock on the date the
        Option
        is granted. The exercise price for each Option shall be subject to adjustment
        as
        provided in Section 8 below. “Fair
        Market Value”
means
        the closing price on the final trading day immediately prior to the grant
        of the
        Stock on the principal securities exchange on which shares of Stock are listed
        (if the shares of Stock are so listed), or on the NASDAQ Stock Market or
        OTC
        Bulletin Board (if the shares of Stock are regularly quoted on the NASDAQ
        Stock
        Market or OTC Bulletin Board, as the case may be), or, if not so listed,
        the
        mean between the closing bid and asked prices of publicly traded shares of
        Stock
        in the over the counter market, or, if such bid and asked prices shall not
        be
        available, as reported by any nationally recognized quotation service selected
        by the Company, or as determined by the Committee in a manner consistent
        with
        the provisions of the Code. Anything in this Section 5(a) to the contrary
        notwithstanding, in no event shall the purchase price of a share of Stock
        be
        less than the minimum price permitted under the rules and policies of any
        national securities exchange on which the shares of Stock are listed.

       

      
        
          
          

        

        
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      (b) Option
        Term.
        The
        term of each Option shall be fixed by the Committee, but no Option shall
        be
        exercisable more than ten years after the date such Option is granted and
        in the
        case of an Incentive Option granted to an Optionee who, at the time such
        Incentive Option is granted, owns (within the meaning of Section 424(d) of
        the
        Code) more than 10% of the total combined voting power of all classes of
        stock
        of the Company or of any Subsidiary, no such Incentive Option shall be
        exercisable more than five years after the date such Incentive Option is
        granted.

       

      (c) Exercisability.
        Subject
        to Section 5(j) hereof, Options shall be exercisable at such time or times
        and
        subject to such terms and conditions as shall be determined by the Committee
        at
        the time of grant; provided,
        however,
        that in
        the absence of any Option vesting periods designated by the Committee at
        the
        time of grant, Options shall vest and become exercisable as to one-third
        of the
        total number of shares subject to the Option on each of the first, second
        and
        third anniversaries of the date of grant; and provided further that no Options
        shall be exercisable until such time as any vesting limitation required by
        Section 16 of the Exchange Act, and related rules, shall be satisfied if
        such
        limitation shall be required for continued validity of the exemption provided
        under Rule 16b-3(d)(3).

       

      Upon
        the
        occurrence of a “Change in Control” (as hereinafter defined), the Committee may
        accelerate the vesting and exercisability of outstanding Options, in whole
        or in
        part, as determined by the Committee in its sole discretion. In its sole
        discretion, the Committee may also determine that, upon the occurrence of
        a
        Change in Control, each outstanding Option shall terminate within a specified
        number of days after notice to the Optionee thereunder, and each such Optionee
        shall receive, with respect to each share of Company Stock subject to such
        Option, an amount equal to the excess of the Fair Market Value of such shares
        immediately prior to such Change in Control over the exercise price per share
        of
        such Option; such amount shall be payable in cash, in one or more kinds of
        property (including the property, if any, payable in the transaction) or
        a
        combination thereof, as the Committee shall determine in its sole
        discretion.

       

      For
        purposes of the Plan, unless otherwise defined in an employment agreement
        between the Company and the relevant Optionee, a Change in Control shall
        be
        deemed to have occurred if:

       

      (i) a
        tender
        offer (or series of related offers) shall be made and consummated for the
        ownership of 50% or more of the outstanding voting securities of the Company,
        unless as a result of such tender offer more than 50% of the outstanding
        voting
        securities of the surviving or resulting corporation shall be owned in the
        aggregate by the stockholders of the Company (as of the time immediately
        prior
        to the commencement of such offer), any employee benefit plan of the Company
        or
        its Subsidiaries, and their affiliates;

       

      (ii) the
        Company shall be merged or consolidated with another corporation, unless
        as a
        result of such merger or consolidation more than 50% of the outstanding voting
        securities of the surviving or resulting corporation shall be owned in the
        aggregate by the stockholders of the Company (as of the time immediately
        prior
        to such transaction), any employee benefit plan of the Company or its
        Subsidiaries, and their affiliates;

       

      (iii) the
        Company shall sell substantially all of its assets to another corporation
        that
        is not wholly owned by the Company, unless as a result of such sale more
        than
        50% of such assets shall be owned in the aggregate by the stockholders of
        the
        Company (as of the time immediately prior to such transaction), any employee
        benefit plan of the Company or its Subsidiaries and their affiliates;
        or

       

      (iv) a
        Person
        (as defined below) shall acquire 50% or more of the outstanding voting
        securities of the Company (whether directly, indirectly, beneficially or
        of
        record), unless as a result of such acquisition more than 50% of the outstanding
        voting securities of the surviving or resulting corporation shall be owned
        in
        the aggregate by the stockholders of the Company (as of the time immediately
        prior to the first acquisition of such securities by such Person), any employee
        benefit plan of the Company or its Subsidiaries, and their
        affiliates.

       

      
        
          
          

        

        
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      Notwithstanding
        the foregoing, if Change of Control is defined in an employment agreement
        between the Company and the relevant Optionee, then, with respect to such
        Optionee, Change of Control shall have the meaning ascribed to it in such
        employment agreement.

       

      For
        purposes of this Section 5(c), ownership of voting securities shall take
        into
        account and shall include ownership as determined by applying the provisions
        of
        Rule 13d-3(d)(I)(i) (as in effect on the date hereof) under the Exchange
        Act. In
        addition, for such purposes, “Person” shall have the meaning given in Section
        3(a)(9) of the Exchange Act, as modified and used in Sections 13(d) and 14(d)
        thereof; provided,
        however,
        that a
        Person shall not include (A) the Company or any of its Subsidiaries; (B)
        a
        trustee or other fiduciary holding securities under an employee benefit plan
        of
        the Company or any of its Subsidiaries; (C) an underwriter temporarily holding
        securities pursuant to an offering of such securities; or (D) a corporation
        owned, directly or indirectly, by the stockholders of the Company in
        substantially the same proportion as their ownership of stock of the
        Company.

       

      (d) Method
        of Exercise.
        Options
        to the extent then exercisable may be exercised in whole or in part at any
        time
        during the option period, by giving written notice to the Company specifying
        the
        number of shares of Stock to be purchased, accompanied by payment in full
        of the
        purchase price, in cash, or by check or such other instrument as may be
        acceptable to the Committee. As determined by the Committee, in its sole
        discretion, at or after grant, payment in full or in part may be made at
        the
        election of the Optionee (i) in the form of Stock owned by the Optionee (based
        on the Fair Market Value of the Stock which is not the subject of any pledge
        or
        security interest, (ii) in the form of shares of Stock withheld by the Company
        from the shares of Stock otherwise to be received with such withheld shares
        of
        Stock having a Fair Market Value equal to the exercise price of the Option,
        or
        (iii) by a combination of the foregoing, such Fair Market Value determined
        by
        applying the principles set forth in Section 5(a), provided that the combined
        value of all cash and cash equivalents and the Fair Market Value of any shares
        surrendered to the Company is at least equal to such exercise price and except
        with respect to (ii) above, such method of payment will not cause a
        disqualifying disposition of all or a portion of the Stock received upon
        exercise of an Incentive Option. An Optionee shall have the right to dividends
        and other rights of a stockholder with respect to shares of Stock purchased
        upon
        exercise of an Option at such time as the Optionee (i) has given written
        notice
        of exercise and has paid in full for such shares, and (ii) has satisfied
        such
        conditions that may be imposed by the Company with respect to the withholding
        of
        taxes.

       

      (e) Non-transferability
        of Options.
        Options
        are not transferable and may be exercised solely by the Optionee during his
        lifetime or after his death by the person or persons entitled thereto under
        his
        will or the laws of descent and distribution. The Committee, in its sole
        discretion, may permit a transfer of a Nonqualified Option to (i) a trust
        for
        the benefit of the Optionee, (ii) a member of the Optionee’s immediate family
        (or a trust for his or her benefit) or (iii) pursuant to a domestic relations
        order. Any attempt to transfer, assign, pledge or otherwise dispose of, or
        to
        subject to execution, attachment or similar process, any Option contrary
        to the
        provisions hereof shall be void and ineffective and shall give no right to
        the
        purported transferee.

       

      (f) Termination
        by Death.
        Unless
        otherwise determined by the Committee, if any Optionee’s employment with or
        service to the Company or any Subsidiary terminates by reason of death, the
        Option may thereafter be exercised, to the extent then exercisable (or on
        such
        accelerated basis as the Committee shall determine at or after grant), by
        the
        legal representative of the estate or by the legatee of the Optionee under
        the
        will of the Optionee, for a period of one (1) year after the date of such
        death
        (or, if later, such time as the Option may be exercised pursuant to Section
        14(d) hereof) or until the expiration of the stated term of such Option as
        provided under the Plan, whichever period is shorter.

       

      (g) Termination
        by Reason of Disability.
        Unless
        otherwise determined by the Committee, if any Optionee’s employment with or
        service to the Company or any Subsidiary terminates by reason of Disability
        (as
        defined below), then any Option held by such Optionee may thereafter be
        exercised, to the extent it was exercisable at the time of termination due
        to
        Disability (or on such accelerated basis as the Committee shall determine
        at or
        after grant), but may not be exercised after ninety (90) days after the date
        of
        such termination of employment or service (or, if later, such time as the
        Option
        may be exercised pursuant to Section 14(d) hereof) or the expiration of the
        stated term of such Option, whichever period is shorter; provided,
        however,
        that,
        if the Optionee dies within such ninety (90) day period, any unexercised
        Option
        held by such Optionee shall thereafter be exercisable to the extent to which
        it
        was exercisable at the time of death for a period of one (1) year after the
        date
        of such death (or, if later, such time as the Option may be exercised pursuant
        to Section 14(d) hereof) or for the stated term of such Option, whichever
        period
        is shorter. “Disability” shall mean an Optionee’s total and permanent
        disability; provided,
        that if
        Disability is defined in an employment agreement between the Company and
        the
        relevant Optionee, then, with respect to such Optionee, Disability shall
        have
        the meaning ascribed to it in such employment agreement

       

      
        
          
          

        

        
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      (h) Termination
        by Reason of Retirement.
        Unless
        otherwise determined by the Committee, if any Optionee’s employment with or
        service to the Company or any Subsidiary terminates by reason of Normal or
        Early
        Retirement (as such terms are defined below), any Option held by such Optionee
        may thereafter be exercised to the extent it was exercisable at the time
        of such
        Retirement (or on such accelerated basis as the Committee shall determine
        at or
        after grant), but may not be exercised after ninety (90) days after the date
        of
        such termination of employment or service (or, if later, such time as the
        Option
        may be exercised pursuant to Section 14(d) hereof) or the expiration of the
        stated term of such Option, whichever date is earlier; provided,
        however,
        that,
        if the Optionee dies within such ninety (90) day period, any unexercised
        Option
        held by such Optionee shall thereafter be exercisable, to the extent to which
        it
        was exercisable at the time of death, for a period of one (1) year after
        the
        date of such death (or, if later, such time as the Option may be exercised
        pursuant to Section 14(d) hereof) or for the stated term of such Option,
        whichever period is shorter.

       

      For
        purposes of this paragraph (h), “Normal
        Retirement”
shall
        mean retirement from active employment with the Company or any Subsidiary
        on or
        after the normal retirement date specified in the applicable Company or
        Subsidiary pension plan or if no such pension plan, age 65, and “Early
        Retirement”
shall
        mean retirement from active employment with the Company or any Subsidiary
        pursuant to the early retirement provisions of the applicable Company or
        Subsidiary pension plan or if no such pension plan, age 55.

       

      (i) Other
        Terminations.
        Unless
        otherwise determined by the Committee upon grant, if any Optionee’s employment
        with or service to the Company or any Subsidiary is terminated by such Optionee
        for any reason other than death, Disability, Normal or Early Retirement or
        Good
        Reason (as defined below), the Option shall thereupon terminate, except that
        the
        portion of any Option that was exercisable on the date of such termination
        of
        employment or service may be exercised for the lesser of ninety (90) days
        after
        the date of termination (or, if later, such time as the Option may be exercised
        pursuant to Section 14(d) hereof) or the balance of such Option’s term, which
        ever period is shorter. The transfer of an Optionee from the employ of or
        service to the Company to the employ of or service to a Subsidiary, or vice
        versa, or from one Subsidiary to another, shall not be deemed to constitute
        a
        termination of employment or service for purposes of the Plan.

       

      (i) In
        the
        event that the Optionee’s employment or service with the Company or any
        Subsidiary is terminated by the Company or such Subsidiary for “cause” any
        unexercised portion of any Option shall immediately terminate in its entirety.
        For purposes hereof, unless otherwise defined in an employment agreement
        between
        the Company and the relevant Optionee, “Cause” shall exist upon a good-faith
        determination by the Board, following a hearing before the Board at which
        an
        Optionee was represented by counsel and given an opportunity to be heard,
        that
        such Optionee has been accused of fraud, dishonesty or act detrimental to
        the
        interests of the Company or any Subsidiary of Company or that such Optionee
        has
        been accused of or convicted of an act of willful and material embezzlement
        or
        fraud against the Company or of a felony under any state or federal statute;
        provided,
        however,
        that it
        is specifically understood that “Cause” shall not include any act of commission
        or omission in the good-faith exercise of such Optionee’s business judgment as a
        director, officer or employee of the Company, as the case may be, or upon
        the
        advice of counsel to the Company. Notwithstanding the foregoing, if Cause
        is
        defined in an employment agreement between the Company and the relevant
        Optionee, then, with respect to such Optionee, Cause shall have the meaning
        ascribed to it in such employment agreement.

       

      (ii) In
        the
        event that an Optionee is removed as a director, officer or employee by the
        Company at any time other than for “Cause” or resigns as a director, officer or
        employee for “Good Reason” the Option granted to such Optionee may be exercised
        by the Optionee, to the extent the Option was exercisable on the date such
        Optionee ceases to be a director, officer or employee. Such Option may be
        exercised at any time within one (1) year after the date the Optionee ceases
        to
        be a director, officer or employee (or, if later, such time as the Option
        may be
        exercised pursuant to Section 14(d) hereof), or the date on which the Option
        otherwise expires by its terms; which ever period is shorter, at which time
        the
        Option shall terminate; provided,
        however,
        if the
        Optionee dies before the Options terminate and are no longer exercisable,
        the
        terms and provisions of Section 5(f) shall control. For purposes of this
        Section
        5(i), and unless otherwise defined in an employment agreement between the
        Company and the relevant Optionee, Good Reason shall exist upon the occurrence
        of the following:

       

      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

      

       

      
        	 	
                (A)

              	
                the
                  assignment to Optionee of any duties inconsistent with the position
                  in the
                  Company that Optionee held immediately prior to the
                  assignment;

              


      

       

      
        	 	
                (B)

              	
                a
                  Change of Control resulting in a significant adverse alteration
                  in the
                  status or conditions of Optionee’s participation with the Company or other
                  nature of Optionee’s responsibilities from those in effect prior to such
                  Change of Control, including any significant alteration in Optionee’s
                  responsibilities immediately prior to such Change in Control;
                  and

              


      

       

      
        	 	
                (C)

              	
                the
                  failure by the Company to continue to provide Optionee with benefits
                  substantially similar to those enjoyed by Optionee prior to such
                  failure.

              


      

       

      Notwithstanding
        the foregoing, if Good Reason is defined in an employment agreement between
        the
        Company and the relevant Optionee, then, with respect to such Optionee, Good
        Reason shall have the meaning ascribed to it in such employment
        agreement.

       

      (j) Limit
        on Value of Incentive Option.
        The
        aggregate Fair Market Value, determined as of the date the Incentive Option
        is
        granted, of Stock for which Incentive Options are exercisable for the first
        time
        by any Optionee during any calendar year under the Plan (and/or any other
        stock
        option plans of the Company or any Subsidiary) shall not exceed
        $100,000.

       

      6. Terms
        and Conditions of Restricted Stock.

       

      Restricted
        Stock may be granted under this Plan aside from, or in association with,
        any
        other award and shall be subject to the following conditions and shall contain
        such additional terms and conditions (including provisions relating to the
        acceleration of vesting of Restricted Stock upon a Change of Control), not
        inconsistent with the terms of the Plan, as the Committee shall deem
        desirable:

       

      (a) Grantee
        rights.
        A
        Grantee shall have no rights to an award of Restricted Stock unless and until
        Grantee accepts the award within the period prescribed by the Committee and,
        if
        the Committee shall deem desirable, makes payment to the Company in cash,
        or by
        check or such other instrument as may be acceptable to the Committee. After
        acceptance and issuance of a certificate or certificates, as provided for
        below,
        the Grantee shall have the rights of a stockholder with respect to Restricted
        Stock subject to the non-transferability and forfeiture restrictions described
        in Section 6(d) below.

       

      (b) Issuance
        of Certificates.
        The
        Company shall issue in the Grantee’s name a certificate or certificates for the
        shares of Common Stock associated with the award promptly after the Grantee
        accepts such award.

       

      (c) Delivery
        of Certificates.
        Unless
        otherwise provided, any certificate or certificates issued evidencing shares
        of
        Restricted Stock shall not be delivered to the Grantee until such shares
        are
        free of any restrictions specified by the Committee at the time of
        grant.

       

      (d) Forfeitability,
        Non-transferability of Restricted Stock.
        Shares
        of Restricted Stock are forfeitable until the terms of the Restricted Stock
        grant have been satisfied. Shares of Restricted Stock are not transferable
        until
        the date on which the Committee has specified such restrictions have lapsed.
        Unless otherwise provided by the Committee at or after grant, distributions
        in
        the form of dividends or otherwise of additional shares or property in respect
        of shares of Restricted Stock shall be subject to the same restrictions as
        such
        shares of Restricted Stock.

       

      (e) Change
        of Control.
        Upon
        the occurrence of a Change in Control as defined in Section 5(c), the Committee
        may accelerate the vesting of outstanding Restricted Stock, in whole or in
        part,
        as determined by the Committee, in its sole discretion.

       

      
        
          
          

        

        
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      (f) Termination
        of Employment.
        Unless
        otherwise determined by the Committee at or after grant, in the event the
        Grantee ceases to be an employee or otherwise associated with the Company
        for
        any other reason, all shares of Restricted Stock theretofore awarded to him
        which are still subject to restrictions shall be forfeited and the Company
        shall
        have the right to complete the blank stock power. The Committee may provide
        (on
        or after grant) that restrictions or forfeiture conditions relating to shares
        of
        Restricted Stock will be waived in whole or in part in the event of termination
        resulting from specified causes, and the Committee may in other cases waive
        in
        whole or in part restrictions or forfeiture conditions relating to Restricted
        Stock.

       

      7. Term
        of Plan.

       

      No
        Option
        or award of Restricted Stock shall be granted pursuant to the Plan on or
        after
        the date which is ten years from the effective date of the Plan, but Options
        and
        awards of Restricted Stock theretofore granted may extend beyond that
        date.

       

      8. Capital
        Change of the Company.

       

      In
        the
        event of any merger, reorganization, consolidation, recapitalization, stock
        dividend, or other change in corporate structure affecting the Stock, the
        Committee shall make an appropriate and equitable adjustment in the number
        and
        kind of shares reserved for issuance under the Plan and in the number and
        option
        price of shares subject to outstanding Options granted under the Plan, to
        the
        end that after such event each Optionee’s proportionate interest shall be
        maintained (to the extent possible) as immediately before the occurrence
        of such
        event. The Committee shall, to the extent feasible, make such other adjustments
        as may be required under the tax laws so that any Incentive Options previously
        granted shall not be deemed modified within the meaning of Section 424(h)
        of the
        Code. Appropriate adjustments shall also be made in the case of outstanding
        Restricted Stock granted under the Plan.

       

      The
        adjustments described above will be made only to the extent consistent with
        continued qualification of the Option under Section 422 of the Code (in the
        case
        of an Incentive Option) and Section 409A of the Code.

       

      9. Purchase
        for Investment/Conditions.

       

      Unless
        the Options and shares covered by the Plan have been registered under the
        Securities Act of 1933, as amended (the “Securities
        Act”),
        or
        the Company has determined that such registration is unnecessary, each person
        exercising or receiving Options or Restricted Stock under the Plan may be
        required by the Company to give a representation in writing that he is acquiring
        the securities for his own account for investment and not with a view to,
        or for
        sale in connection with, the distribution of any part thereof. The Committee
        may
        impose any additional or further restrictions on awards of Options or Restricted
        Stock as shall be determined by the Committee at the time of award.

       

      10. Taxes.

       

      (a) The
        Company may make such provisions as it may deem appropriate, consistent with
        applicable law, in connection with any Options or Restricted Stock granted
        under
        the Plan with respect to the withholding of any taxes (including income or
        employment taxes) or any other tax matters.

       

      (b) If
        any
        Grantee, in connection with the acquisition of Restricted Stock, makes the
        election permitted under Section 83(b) of the Code (that is, an election
        to
        include in gross income in the year of transfer the amounts specified in
        Section
        83(b)), such Grantee shall notify the Company of the election with the Internal
        Revenue Service pursuant to regulations issued under the authority of Code
        Section 83(b).

       

      (c) If
        any
        Grantee shall make any disposition of shares of Stock issued pursuant to
        the
        exercise of an Incentive Option under the circumstances described in Section
        421(b) of the Code (relating to certain disqualifying dispositions), such
        Grantee shall notify the Company of such disposition within ten (10) days
        hereof.

       

      11. Effective
        Date of Plan.

       

      The
        Plan
        shall be effective on November 13, 2007; provided, however, that if, and
        only
        if, certain options are intended to qualify as Incentive Stock Options, the
        Plan
        must subsequently be approved by majority vote of the Company’s stockholders no
        later than November 13, 2008, and further, that in the event certain Option
        grants hereunder are intended to qualify as performance-based compensation
        within the meaning of Section 162(m) of the Code, the requirements as to
        stockholder approval set forth in Section 162(m) of the Code are
        satisfied.

       

      
        
          
          

        

        
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      12. Amendment
        and Termination.

       

      The
        Board
        may amend, suspend, or terminate the Plan, except that no amendment shall
        be
        made that would impair the rights of any Participant under any Option or
        Restricted Stock theretofore granted without the Participant’s consent, and
        except that no amendment shall be made which, without the approval of the
        stockholders of the Company would:

       

      (a) materially
        increase the number of shares that may be issued under the Plan, except as
        is
        provided in Section 8;

       

      (b) materially
        increase the benefits accruing to the Participants under the Plan;

       

      (c) materially
        modify the requirements as to eligibility for participation in the
        Plan;

       

      (d) decrease
        the exercise price of an Incentive Option to less than 100% of the Fair Market
        Value per share of Stock on the date of grant thereof or the exercise price
        of a
        Nonqualified Option to less than 100% of the Fair Market Value per share
        of
        Stock on the date of grant thereof; or

       

      (e) extend
        the term of any Option beyond that provided for in Section 5(b).

       

      (f) except
        as
        otherwise provided in Sections 5(d) and 8 hereof, reduce the exercise price
        of
        outstanding Options or effect repricing through cancellations and re-grants
        of
        new Options.

       

      Subject
        to the forgoing, the Committee may amend the terms of any Option theretofore
        granted, prospectively or retrospectively, but no such amendment shall impair
        the rights of any Optionee without the Optionee’s consent.

       

      It
        is the
        intention of the Board that the Plan comply strictly with the provisions
        of
        Section 409A of the Code and Treasury Regulations and other Internal Revenue
        Service guidance promulgated thereunder (the “Section
        409A Rules”)
        and
        the Committee shall exercise its discretion in granting awards hereunder
        (and
        the terms of such awards), accordingly. The Plan and any grant of an award
        hereunder may be amended from time to time (without, in the case of an award,
        the consent of the Participant) as may be necessary or appropriate to comply
        with the Section 409A Rules.

       

      13. Government
        Regulations.

       

      The
        Plan,
        and the grant and exercise of Options or Restricted Stock hereunder, and
        the
        obligation of the Company to sell and deliver shares under such Options and
        Restricted Stock shall be subject to all applicable laws, rules and regulations,
        and to such approvals by any governmental agencies, national securities
        exchanges and interdealer quotation systems as may be required.

       

      14. General
        Provisions.

       

      (a) Certificates.
        All
        certificates for shares of Stock delivered under the Plan shall be subject
        to
        such stop transfer orders and other restrictions as the Committee may deem
        advisable under the rules, regulations and other requirements of the Securities
        and Exchange Commission, or other securities commission having jurisdiction,
        any
        applicable Federal or state securities law, any stock exchange or interdealer
        quotation system upon which the Stock is then listed or traded and the Committee
        may cause a legend or legends to be placed on any such certificates to make
        appropriate reference to such restrictions.

       

      (b) Employment
        Matters.
        Neither
        the adoption of the Plan nor any grant or award under the Plan shall confer
        upon
        any Participant who is an employee of the Company or any Subsidiary any right
        to
        continued employment or, in the case of a Participant who is a director,
        continued service as a director, with the Company or a Subsidiary, as the
        case
        may be, nor shall it interfere in any way with the right of the Company or
        any
        Subsidiary to terminate the employment of any of its employees, the service
        of
        any of its directors or the retention of any of its consultants or advisors
        at
        any time.

       

      (c) Limitation
        of Liability.
        No
        member of the Committee, or any officer or employee of the Company acting
        on
        behalf of the Committee, shall be personally liable for any action,
        determination or interpretation taken or made in good faith with respect
        to the
        Plan, and all members of the Committee and each and any officer or employee
        of
        the Company acting on their behalf shall, to the extent permitted by law,
        be
        fully indemnified and protected by the Company in respect of any such action,
        determination or interpretation.

       

      (d) Registration
        of Stock.
        Notwithstanding any other provision in the Plan, no Option may be exercised
        unless and until the Stock to be issued upon the exercise thereof has been
        registered under the Securities Act and applicable state securities laws,
        or
        are, in the opinion of counsel to the Company, exempt from such registration
        in
        the United States. The Company shall not be under any obligation to register
        under applicable federal or state securities laws any Stock to be issued upon
        the exercise of an Option granted hereunder in order to permit the exercise
        of
        an Option and the issuance and sale of the Stock subject to such Option,
        although the Company may in its sole discretion register such Stock at such
        time
        as the Company shall determine. If the Company chooses to comply with such
        an
        exemption from registration, the Stock issued under the Plan may, at the
        direction of the Committee, bear an appropriate restrictive legend restricting
        the transfer or pledge of the Stock represented thereby, and the Committee
        may
        also give appropriate stop transfer instructions with respect to such Stock
        to
        the Company’s transfer agent.

       

      
        
          
          

        

        
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      15. Non-Uniform
        Determinations.

       

      The
        Committee’s determinations under the Plan, including, without limitation, (i)
        the determination of the Participants to receive awards, (ii) the form, amount
        and timing of such awards, (iii) the terms and provisions of such awards
        and
        (ii) the agreements evidencing the same, need not be uniform and may be made
        by
        it selectively among Participants who receive, or who are eligible to receive,
        awards under the Plan, whether or not such Participants are similarly
        situated.

       

      16. Governing
        Law.

       

      The
        validity, construction, and effect of the Plan and any rules and regulations
        relating to the Plan shall be determined in accordance with the internal
        laws of
        the State of Delaware, without giving effect to principles of conflicts of
        laws,
        and applicable federal law.

       

      
        
          
          

        

        
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