**EXHIBIT 4.3**

**COMPREHENSIVE CARE CORPORATION**

**2009 EQUITYCOMPENSATION PLAN**

**COMPREHENSIVE CARE CORPORATION**

**2009 EQUITY COMPENSATION PLAN**

 
 **1.****Purpose**
Thepurpose of the Comprehensive Care Corporation 2009 Equity Compensation Plan (the “Plan”) is to provide (i) designated employees of Comprehensive Care Corporation (the “Company”) and its subsidiaries, (ii) certainconsultants and advisors who perform services for the Company and its subsidiaries, and (iii) non-employee members of the board of directors of the Company with the opportunity to receive grants of stock options, stock units, stock awards,stock appreciation rights and other stock-based awards. The Company believes that the Plan will encourage the participants to contribute materially to the growth of the Company, thereby benefiting the Company’s stockholders, and will align theeconomic interests of the participants with those of the stockholders. 

 
 **2.****Definitions**
Whenever used in this Plan, the following terms will have the respective meanings set forth below: 

(a)*“Board”* means the Company’s Board of Directors. 

(b) *“Change of Control”* shall bedeemed to have occurred if: 

(i) Any “person” (as such term is used in sections 13(d) and 14(d) of the Exchange Act)becomes a “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing more than 50% of the voting power of the then outstanding securities of the Company; providedthat a Change of Control shall not be deemed to occur as a result of a transaction in which the Company becomes a subsidiary of another corporation and in which the stockholders of the Company, immediately prior to the transaction, will beneficiallyown, immediately after the transaction, shares entitling such stockholders to more than 50% of all votes to which all stockholders of the parent corporation would be entitled in the election of directors; 

(ii) The consummation of (A) a merger or consolidation of the Company with another corporation where the stockholders of the Company,immediately prior to the merger or consolidation, will not beneficially own, immediately after the merger or consolidation, shares entitling such stockholders to more than 50% of all votes to which all stockholders of the surviving corporation wouldbe entitled in the election of directors, (B) a sale or other disposition of all or substantially all of the assets of the Company, or (C) a liquidation or dissolution of the Company; or 

(iii) After the Effective Date, directors are elected such that a majority of the members of the Board shall have been members of the Boardfor less than one year, unless the

election or nomination for election of each new director who was not a director at the beginning of such one-year period was approved by a vote of at least two-thirds of the directors then stillin office who were directors at the beginning of such period. 

Notwithstanding the foregoing, the Committee may provide for a differentdefinition of a “Change of Control” in a Grant Agreement if such Grant is subject to the requirements of section 409A of the Code and the Grant will become payable on a Change of Control. 

(c) *“Code”* means the Internal Revenue Code of 1986, as amended and the regulations promulgated thereunder. 

(d) *“Committee”* means (i) with respect to Grants to Employees and Key Advisors, the Compensation Committee of theBoard or another committee appointed by the Board to administer the Plan, (ii) with respect to Grants made to Non-Employee Directors, the Board. 

(e) *“Company”* means Comprehensive Care Corporation, its parent, subsidiary corporations or other entities and any successor corporation, as determined by the Committee. 

(f) *“Company Stock”* means the common stock of the Company. 

(g) *“Dividend Equivalent”* means an amount calculated with respect to a Stock Unit, which is determined by multiplying thenumber of shares of Company Stock subject to the Stock Unit by the per-share cash dividend, or the per-share fair market value (as determined by the Committee) of any dividend in consideration other than cash, paid by the Company on its CompanyStock. If interest is credited on accumulated dividend equivalents, the term “Dividend Equivalent” shall include the accrued interest. 

(h) “*Effective Date*” of the Plan means November 11, 2009, the date it was adopted by the Board, subject to approval of the Incentive Stock Option portion of the Plan by thestockholders of the Company. 

(i) *“Employee”* means an employee of the Employer (including an officer ordirector who is also an employee), but excluding any person who is classified by the Employer as a “contractor” or “consultant,” no matter how characterized by the Internal Revenue Service, other governmental agency or a court.Any change of characterization of an individual by the Internal Revenue Service or any court or government agency shall have no effect upon the classification of an individual as an Employee for purposes of this Plan, unless the Committee determinesotherwise. 

(j) *“Employer”* means the Company and its subsidiaries. 

(k) *“Exchange Act”* means the Securities Exchange Act of 1934, as amended. 

(l) *“Exercise Price”* means the per share price at which shares of Company Stock may be purchased under an Option, asdesignated by the Committee. 

 

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(m) “F*air Market Value”* of Company Stock means, unless the Committeedetermines otherwise with respect to a particular Grant, 

(i) the last reported sale price of Company Stock on a nationalsecurities exchange or as reported on the OTC Bulletin Board on the relevant date or (if there were no trades on that date) the latest preceding date upon which a sale was reported, 

(ii) if the Company Stock is Illiquid, the weighted average selling price of Company Stock as reported during the 10 days before therelevant date, or 

(iii) if the Company Stock is not publicly traded or, if publicly traded, is not so reported, the FairMarket Value per share shall be as determined by the Committee after taking into account such factors as the Committee shall deem appropriate and in compliance with Section 409A of the Code. 

(n) *“Grant”* means an Option, Stock Unit, Stock Award, SAR or Other Stock-Based Award granted under the Plan. 

(o) *“Grant Agreement”* means the written instrument that sets forth the terms and conditions of a Grant, including allamendments thereto. 

(p) **“*Illiquid”* where the trading of the Company’s Common Stock is less thana $10,000 daily average over a 10-day trading period prior and including the date in question. 

(q) *“Incentive StockOption”* means an Option that is intended to meet the requirements of an incentive stock option under section 422 of the Code. 

(r) *“Non-Employee Director”* means a member of the Board who is not an Employee. 

(s)*“Non-Qualified Stock Option”* means an Option that is not intended to be taxed as an incentive stock option under section 422 of the Code. 

(t) “*1933 Act*” means the Securities Act of 1933, as amended. 

(u) *“Option”*means an option to purchase shares of Company Stock, as described in Section 7. 

(v) *“Other Stock-Based Award”* means any Grant based on, measured by or payable in Company Stock (other than an Option, Stock Unit, Stock Award or SAR), as described in Section 11. 

(w) *“Participant”* means an Employee, Non-Employee Director or Key Advisor designated by the Committee to participate in thePlan. 

 

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(x) *“Plan”* means this Comprehensive Care Corporation 2009 EquityCompensation Plan, as may be amended from time to time. 

(y) *“SAR”* means a stock appreciation right asdescribed in Section 10. 

(z) *“Stock Award”* means an award of Company Stock as described inSection 9. 

(aa) *“Stock Unit”* means an award of a phantom unit representing a share of Company Stock, asdescribed in Section 8. 

 
 **3.****Administration**
(a) Committee. The Plan shall be administered and interpreted by the Committee; provided, however, that any Grants to members of the Compensation Committee must be authorized by a disinterested majority of the Board. Ministerialfunctions may be performed by an administrative committee comprised of Company employees appointed by the Committee. 

(b)Committee Authority. The Committee shall have the sole authority to (i) determine the Participants to whom Grants shall be made under the Plan, (ii) determine the type, size and terms and conditions of the Grants to be made to eachsuch Participant, (iii) determine the time when the Grants will be made and the duration of any applicable exercise or restriction period, including the criteria for exercisability and the acceleration of exercisability, (iv) amend theterms and conditions of any previously issued Grant, subject to the provisions of Section 18 below, and (v) deal with any other matters arising under the Plan. 

(c) Committee Determinations. The Committee shall have full power and express discretionary authority to administer and interpret the Plan, to make factual determinations and to adopt or amend suchrules, regulations, agreements and instruments for implementing the Plan and for the conduct of its business as it deems necessary or advisable, in its sole discretion. The Committee’s interpretations of the Plan and all determinations made bythe Committee pursuant to the powers vested in it hereunder shall be conclusive and binding on all persons having any interest in the Plan or in any awards granted hereunder. All powers of the Committee shall be executed in its sole discretion, inthe best interest of the Company, not as a fiduciary, and in keeping with the objectives of the Plan and need not be uniform as to similarly situated Participants. 

 
 **4.****Grants**
(a) Grantsunder the Plan may consist of Options as described in Section 7, Stock Units as described in Section 8, Stock Awards as described in Section 9, SARs as described in Section 10 and Other Stock-Based Awards as described inSection 11. All Grants shall be subject to such terms and conditions as the Committee deems appropriate and as are specified in writing to the Participant in the Grant Agreement. 

(b) All Grants shall be made conditional upon the Participant’s acknowledgement, in writing or by acceptance of the Grant, that alldecisions and determinations of the Committee shall be final and binding on the Participant, his or her beneficiaries and any other person having or claiming an interest under such Grant. Grants under a particular Section of the Plan need not beuniform as among the Participants. 

 

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 **5.****Shares Subject to the Plan**
(a) Shares Authorized. Subject to adjustment as described below in (d), the total aggregate number of shares of Company Stock that may be issued under the Plan shall be 10,000,000 shares of Company Stock. 

(b) Source of Shares; Share Counting. Shares issued under the Plan may be authorized but unissued shares of Company Stock orreacquired shares of Company Stock, including shares purchased by the Company on the open market for purposes of the Plan. If and to the extent Options or SARs granted under the Plan terminate, expire, or are canceled, forfeited, exchanged orsurrendered without having been exercised, and if and to the extent that any Stock Awards, Stock Units, or Other Stock-Based Awards are forfeited or terminated, or otherwise are not paid in full, the shares reserved for such Grants shall again beavailable for purposes of the Plan. Shares of Stock surrendered in payment of the Exercise Price of an Option, and shares withheld or surrendered for payment of taxes, shall not be available for re-issuance under the Plan. If SARs are granted, thefull number of shares subject to the SARs shall be considered issued under the Plan, without regard to the number of shares issued upon exercise of the SARs and without regard to any cash settlement of the SARs. To the extent that a Grant of StockUnits is designated in the Grant Agreement to be paid in cash, and not in shares of Company Stock, such Grants shall not count against the share limits in subsection (a). 

(c) Individual Limits. All Grants under the Plan shall be expressed in shares of Company Stock. The maximum aggregate number of shares of Company Stock with respect to which all Grants may be madeunder the Plan to any individual during any calendar year shall be 1,000,000 shares, subject to adjustment as described in subsection (d) below. The individual limits of this subsection (c) shall apply without regard to whether the Grantsare to be paid in Company Stock or cash. All cash payments (other than with respect to Dividend Equivalents) shall equal the Fair Market Value of the shares of Company Stock to which the cash payments relate. A Participant may not accrue DividendEquivalents during any calendar year in excess of $1,000,000. 

(d) Adjustments. If there is any change in the number orkind of shares of Company Stock outstanding (i) by reason of a stock dividend, spinoff, recapitalization, stock split, or combination or exchange of shares, (ii) by reason of a merger, reorganization or consolidation, (iii) by reasonof a reclassification or change in par value, or (iv) by reason of any other extraordinary or unusual event affecting the outstanding Company Stock as a class without the Company’s receipt of consideration, or if the value of outstandingshares of Company Stock is substantially reduced as a result of a spinoff or the Company’s payment of an extraordinary dividend or distribution, the maximum number of shares of Company Stock available for issuance under the Plan, the maximumnumber of shares of Company Stock for which any individual may receive Grants in any year, the kind and number of shares covered by outstanding Grants, the kind and number of shares issued and to be issued under the Plan, and the price per share orthe applicable market value of such Grants shall be equitably adjusted by the Committee, in such

 

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manner as the Committee deems appropriate, to reflect any increase or decrease in the number of, or change in the kind or value of, the issued shares of Company Stock to preclude, to the extentpracticable, the enlargement or dilution of rights and benefits under the Plan and such outstanding Grants; provided, however, that any fractional shares resulting from such adjustment shall be eliminated. In addition, in the event of a Change ofControl of the Company, the provisions of Section 16 of the Plan shall apply. Any adjustments to outstanding Grants shall be consistent with section 409A or 424 of the Code, to the extent applicable. Any adjustments determined by the Committeeshall be final, binding and conclusive. 

 
 **6.****Eligibility for Participation**
(a) Eligible Persons. All Employees and Non-Employee Directors shall be eligible to participate in the Plan including consultants and advisors who perform services for the Company or any of itssubsidiaries (“Key Advisors”) if the Key Advisors render bona fide services to the Company or its subsidiaries, the services are not in connection with the offer and sale of securities in a capital-raising transaction, and the Key Advisorsdo not directly or indirectly promote or maintain a market for the Company’s securities. 

(b) Selection ofParticipants. The Committee shall select the Employees, Non-Employee Directors and Key Advisors to receive Grants and shall determine the number of shares of Company Stock subject to each Grant. 

 
 **7.****Options**
(a)General Requirements. The Committee may grant Options to an Employee, Non-Employee Director or Key Advisor upon such terms and conditions as the Committee deems appropriate under this Section 7. The Committee shall determine the numberof shares of Company Stock that will be subject to each Grant of Options to Employees, Non-Employee Directors and Key Advisors. 

(b) Type of Option, Price and Term. 

(i) The Committee may grant Incentive Stock Options or Non-Qualified StockOptions or any combination of the two, all in accordance with the terms and conditions set forth herein. Incentive Stock Options may be granted only to Employees of the Company or its parents or subsidiaries, as defined in section 424 of the Code.Non-Qualified Stock Options may be granted to Employees, Non-Employee Directors or Key Advisors. 

(ii) The Exercise Price ofCompany Stock subject to an Option shall be determined by the Committee and may be equal to or greater than the Fair Market Value of a share of Company Stock on the date the Option is granted. However, an Incentive Stock Option may not be granted toan Employee who, at the time of grant, owns stock possessing more than 10% of the total combined voting power of all classes of stock of the Company or any parent or subsidiary, as defined in section 424 of the Code, unless the Exercise Price pershare is not less than 110% of the Fair Market Value of the Company Stock on the date of grant. 

 

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(iii) The Committee shall determine the term of each Option, which shall not exceed tenyears from the date of grant. However, an Incentive Stock Option that is granted to an Employee who, at the time of grant, owns stock possessing more than 10% of the total combined voting power of all classes of stock of the Company or any parent orsubsidiary, as defined in section 424 of the Code, may not have a term that exceeds five years from the date of grant. 

(c)Exercisability of Options.

(i) Options shall become exercisable in accordance with such terms and conditions as may bedetermined by the Committee and specified in the Grant Agreement. The Committee may grant Options that are subject to achievement of performance goals or other conditions. The Committee may accelerate the exercisability of any or all outstandingOptions at any time for any reason. 

(ii) The Committee may provide in a Grant Agreement that the Participant may elect toexercise part or all of an Option before it otherwise has become exercisable. Any shares so purchased shall be restricted shares and shall be subject to a repurchase right in favor of the Company during a specified restriction period, with therepurchase price equal to the lesser of (A) the Exercise Price or (B) the Fair Market Value of such shares at the time of repurchase, or such other restrictions as the Committee deems appropriate. 

(iii) Options granted to persons who are non-exempt employees under the Fair Labor Standards Act of 1938, as amended, may not be exercisablefor at least six months after the date of grant (except that such Options may become exercisable, as determined by the Committee, upon the Participant’s death, disability or retirement, or upon a Change of Control or other circumstancespermitted by applicable regulations). 

(d) Termination of Employment or Service. Unless otherwise provided in the GrantAgreement, an Incentive Stock Option may only be exercised while the Participant is employed as an Employee and until the earliest of (i) the three month anniversary of the date employment terminates for any reason other than death or Disability;(ii) the one year anniversary of the date employment terminates due to death or Disability; or (iii) the expiration date of the option. Except as provided in the Grant Agreement, a Non-Qualified Stock Option may only be exercised while theParticipant is employed as an Employee or providing service as a Non-Employee Director or Key Advisor. The Committee shall determine in the Grant Agreement under what circumstances and during what time periods, if any, a Participant may exercise aNon-Qualified Stock Option after termination of employment or service. 

(e) Exercise of Options. A Participant mayexercise an Option that has become exercisable, in whole or in part, by delivering a notice of exercise to the Company. The Participant shall pay the Exercise Price for the Option (i) in cash, (ii) if permitted by the Committee, bydelivering shares of Company Stock owned by the Participant and having a Fair Market Value on the date of exercise equal to the Exercise Price or by attestation to ownership of shares of Company Stock having an aggregate Fair Market Value on thedate of exercise equal to the Exercise Price, (iii) by payment through a broker in accordance with procedures permitted by

 

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Regulation T of the Federal Reserve Board, or (iv) by such other method as the Committee may approve, to the extent permitted by applicable law. Shares of Company Stock used to exercise anOption shall have been held by the Participant for the requisite period of time to avoid adverse accounting consequences to the Company with respect to the Option. Payment for the shares pursuant to the Option, and any required withholding taxes,must be received by the time specified by the Committee depending on the type of payment being made, but in all cases prior to the issuance of the Company Stock. In addition, only if allowable by Grant Agreement or approved by Committee, to theextent an Option is at the time exercisable for vested shares of Company Stock, all or any part of that vested portion may be surrendered to the Company for an appreciation distribution payable in shares of Company Stock with a Fair Market Value atthe time of the Option surrender equal to the dollar amount by which the then Fair Market Value of the shares of Company Stock subject to the surrendered portion exceeds the aggregate Exercise Price payable for those shares. 

(f) Limits on Incentive Stock Options. Each Incentive Stock Option shall provide that, if the aggregate Fair Market Value of thestock on the date of the grant with respect to which Incentive Stock Options are exercisable for the first time by a Participant during any calendar year, under the Plan or any other stock option plan of the Company or a parent or subsidiary, asdefined in section 424 of the Code, exceeds $100,000, then the Option, as to the excess, shall be treated as a Non-Qualified Stock Option. An Incentive Stock Option shall not be granted to any person who is not an Employee of the Company or a parentor subsidiary, as defined in section 424 of the Code. 

 
 **8.****Stock Units**
(a)General Requirements. The Committee may grant Stock Units to an Employee, Non-Employee Director or Key Advisor, upon such terms and conditions as the Committee deems appropriate under this Section 8. Each Stock Unit shall represent theright of the Participant to receive a share of Company Stock or an amount based on the value of a share of Company Stock. All Stock Units shall be credited to bookkeeping accounts on the Company’s records for purposes of the Plan. 

(b) Terms of Stock Units. The Committee may grant Stock Units that are payable on terms and conditions determined by theCommittee, which may include payment based on achievement of performance goals. Stock Units may be paid at the end of a specified vesting or performance period, or payment may be deferred to a date authorized by the Committee. The Committee shalldetermine the number of Stock Units to be granted and the requirements applicable to such Stock Units. 

(c) Payment WithRespect to Stock Units. Payment with respect to Stock Units shall be made in cash, in Company Stock, or in a combination of the two, as determined by the Committee. The Grant Agreement shall specify the maximum number of shares that can beissued under the Stock Units. 

(d) Requirement of Employment or Service. The Committee shall determine in the GrantAgreement under what circumstances a Participant may retain Stock Units after termination of the Participant’s employment or service, and the circumstances under which Stock Units may be forfeited. 

 

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(e) Dividend Equivalents. The Committee may grant Dividend Equivalents in connectionwith Stock Units, under such terms and conditions as the Committee deems appropriate. Dividend Equivalents may be paid to Participants currently or may be deferred. All Dividend Equivalents that are not paid currently shall be credited tobookkeeping accounts on the Company’s records for purposes of the Plan. Dividend Equivalents may be accrued as a cash obligation, or may be converted to additional Stock Units for the Participant, and deferred Dividend Equivalents may accrueinterest, all as determined by the Committee. The Committee may provide that Dividend Equivalents shall be payable based on the achievement of specific performance goals. Dividend Equivalents may be payable in cash or shares of Company Stock or in acombination of the two, as determined by the Committee. 

 
 **9.****Stock Awards**
(a)General Requirements. The Committee may issue shares of Company Stock to an Employee, Non-Employee Director or Key Advisor under a Stock Award, upon such terms and conditions as the Committee deems appropriate under this Section 9.Shares of Company Stock issued pursuant to Stock Awards may be issued for cash consideration or for no cash consideration, and subject to restrictions or no restrictions, as determined by the Committee. The Committee may establish conditions underwhich restrictions on Stock Awards shall lapse over a period of time or according to such other criteria as the Committee deems appropriate, including restrictions based upon the achievement of specific performance goals. The Committee shalldetermine the number of shares of Company Stock to be issued pursuant to a Stock Award. 

(b) Requirement of Employment orService. The Committee shall determine in the Grant Agreement under what circumstances a Participant may retain Stock Awards after termination of the Participant’s employment or service, and the circumstances under which Stock Awards may beforfeited. 

(c) Restrictions on Transfer. While Stock Awards are subject to restrictions, a Participant may not sell,assign, transfer, pledge or otherwise dispose of the shares of a Stock Award except upon death as described in Section 15(a). If certificates are issued, each certificate for a share of a Stock Award shall contain a legend giving appropriatenotice of the restrictions in the Grant. The Participant shall be entitled to have the legend removed when all restrictions on such shares have lapsed. The Company may retain possession of any certificates for Stock Awards until all restrictions onsuch shares have lapsed. 

(d) Right to Vote and to Receive Dividends. The Committee shall determine to what extent, andunder what conditions, the Participant shall have the right to vote shares of Stock Awards and to receive any dividends or other distributions paid on such shares during the restriction period. The Committee may determine that dividends on StockAwards shall be withheld while the Stock Awards are subject to restrictions and that the dividends shall be payable only upon the lapse of the restrictions on the Stock Awards, or on such other terms as the Committee determines. Dividends that arenot paid currently shall be credited to bookkeeping

 

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accounts on the Company’s records for purposes of the Plan. Accumulated dividends may accrue interest, as determined by the Committee, and shall be paid in cash, shares of Company Stock, orin such other form as dividends are paid on Company Stock, as determined by the Committee. 

 
 **10.****Stock Appreciation Rights**
(a) General Requirements. The Committee may grant SARs to an Employee, Non-Employee Director or Key Advisor separately or in tandem with an Option. The Committee shall establish the number of shares, the terms and the base amount ofthe SAR at the time the SAR is granted. The base amount of each SAR shall be not less than the Fair Market Value of a share of Company Stock as of the date of grant of the SAR. 

(b) Tandem SARs. The Committee may grant tandem SARs either at the time the Option is granted or at any time thereafter while theOption remains outstanding; provided, however, that, in the case of an Incentive Stock Option, SARs may be granted only at the date of the grant of the Incentive Stock Option. In the case of tandem SARs, the number of SARs granted to a Participantthat shall be exercisable during a specified period shall not exceed the number of shares of Company Stock that the Participant may purchase upon the exercise of the related Option during such period. Upon the exercise of an Option, the SARsrelating to the Company Stock covered by such Option shall terminate. Upon the exercise of SARs, the related Option shall terminate to the extent of an equal number of shares of Company Stock. 

(c) Exercisability. A SAR shall become exercisable in accordance with such terms and conditions as may be specified. The Committeemay grant SARs that are subject to achievement of performance goals or other conditions. The Committee may accelerate the exercisability of any or all outstanding SARs at any time for any reason. The Committee shall determine in the Grant Agreementunder what circumstances and during what periods a Participant may exercise a SAR after termination of employment or service. A tandem SAR shall be exercisable only while the Option to which it is related is exercisable. 

(d) Grants to Non-Exempt Employees. SARs granted to persons who are non-exempt employees under the Fair Labor Standards Act of 1938,as amended, may not be exercisable for at least six months after the date of grant (except that such SARs may become exercisable, as determined by the Committee, upon the Participant’s death, Disability or retirement, or upon a Change ofControl or other circumstances permitted by applicable regulations). 

(e) Exercise of SARs. When a Participantexercises SARs, the Participant shall receive in settlement of such SARs an amount equal to the value of the stock appreciation for the number of SARs exercised. The stock appreciation for a SAR is the amount by which the Fair Market Value of theunderlying Company Stock on the date of exercise of the SAR exceeds the base amount of the SAR as specified in the Grant Agreement. 

(f) Form of Payment. The Committee shall determine whether the stock appreciation for a SAR shall be paid in the form of shares of Company Stock, cash or a combination of the two. For purposes of calculating the number of shares ofCompany Stock to be received, shares of Company Stock shall be valued at their Fair Market Value on the date of exercise of the SAR. If shares of Company Stock are to be received upon exercise of a SAR, cash shall be delivered in lieu of anyfractional share. 

 

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 **11.****Other Stock-Based Awards**
The Committee may grant other awards not specified in Sections 7, 8, 9 or 10 above that are based on or measured by Company Stock to Employees, Non-Employee Directors and Key Advisors, on such terms and conditions as the Committee deemsappropriate. Other Stock-Based Awards may be granted subject to achievement of performance goals or other conditions and may be payable in Company Stock or cash, or in a combination of the two, as determined by the Committee in the Grant Agreement.

 
 **12.****Deferrals**
TheCommittee may permit or require a Participant to defer receipt of the payment of cash or the delivery of shares that would otherwise be due to the Participant in connection with any Grant. The Committee shall establish rules and procedures for anysuch deferrals, consistent with applicable requirements of section 409A of the Code. 

 
 **13.****Withholding of Taxes**
(a) Required Withholding. All Grants under the Plan shall be subject to applicable federal (including FICA), state and local tax withholding requirements. The Company may require that the Participant or other person receiving orexercising Grants pay to the Company the amount of any federal, state or local taxes that the Company is required to withhold with respect to such Grants, or the Company may deduct from other wages paid by the Company the amount of any withholdingtaxes due with respect to such Grants. 

(b) Election to Withhold Shares. If the Committee so permits, shares of CompanyStock may be withheld to satisfy the Company’s tax withholding obligation with respect to Grants paid in Company Stock, at the time such Grants become taxable, up to an amount that does not exceed the minimum applicable withholding tax rate forfederal (including FICA), state and local tax liabilities. 

 
 **14.****Transferability of Grants**
(a) Restrictions on Transfer. Except as described in subsection (b) below, only the Participant may exercise rights under a Grant during the Participant’s lifetime, and a Participant may not transfer those rights except bywill or by the laws of descent and distribution. When a Participant dies, the personal representative or other person entitled to succeed to the rights of the Participant may exercise such rights. Any such successor must furnish proof satisfactoryto the Company of his or her right to receive the Grant under the Participant’s will or under the applicable laws of descent and distribution. 

(b) Transfer of Non-Qualified Stock Options to or for Family Members. Notwithstanding the foregoing, the Committee may provide, in a Grant Agreement, that a Participant may transfer Non-QualifiedStock Options to family members, or one or more trusts or

 

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other entities for the benefit of or owned by family members, consistent with applicable securities laws, according to such terms as the Committee may determine; provided that the Participantreceives no consideration for the transfer of a Non-Qualified Stock Option and the transferred Non-Qualified Stock Option shall continue to be subject to the same terms and conditions as were applicable to the Non-Qualified Stock Option immediatelybefore the transfer. 

 
 **15.****Consequences of a Change of Control**
(a) Notice and Acceleration. Unless the Committee determines otherwise, effective upon the date of the Change of Control, (i) all outstanding Options and SARs shall automatically accelerateand become fully exercisable, (ii) the restrictions and conditions on all outstanding Stock Awards shall immediately lapse, and (iii) all Stock Units, Other Stock-Based Awards and Dividend Equivalents shall become fully vested and shall bepaid at their target values, or in such greater amounts as the Committee may determine. 

(b) Other Alternatives.Notwithstanding the foregoing, in the event of a Change of Control, the Committee may take one or more of the following actions with respect to any or all outstanding Grants: the Committee may (i) require that Grantees surrender theiroutstanding Options and SARs in exchange for one or more payments by the Company, in cash or Company Stock as determined by the Committee, in an amount equal to the amount by which the then Fair Market Value of the shares of Company Stock subject tothe Grantee’s unexercised Options and SARs exceeds the Exercise Price of the Options or the base amount of the SARs, as applicable, (ii) after giving Grantees an opportunity to exercise their outstanding Options and SARs, terminate any orall unexercised Options and SARs at such time as the Committee deems appropriate, or (iii) determine that outstanding Options and SARs that are not exercised shall be assumed by, or replaced with comparable options or rights by, the survivingcorporation, (or a parent or subsidiary of the surviving corporation), and other outstanding Grants that remain in effect after the Change of Control shall be converted to similar grants of the surviving corporation (or a parent or subsidiary of thesurviving corporation). Such surrender or termination shall take place as of the date of the Change of Control or such other date as the Committee may specify. 

 
 **16.****Requirements for Issuance of Shares**
No Company Stock shall be issued in connection with any Grant hereunder unless and until all legal requirements applicable to the issuance of such Company Stock have been complied with to the satisfactionof the Committee. The Committee shall have the right to condition any Grant made to any Participant hereunder on such Participant’s undertaking in writing to comply with such restrictions on his or her subsequent disposition of such shares ofCompany Stock as the Committee shall deem necessary or advisable, and certificates representing such shares may be legended to reflect any such restrictions. Certificates representing shares of Company Stock issued under the Plan will be subject tosuch stop-transfer orders and other restrictions as may be required by applicable laws, regulations and interpretations, including any requirement that a legend be placed thereon. No Participant shall have any right as a stockholder with respect toCompany Stock covered by a Grant until shares have been issued to the Participant. 

 

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 **17.****Amendment and Termination of the Plan**
(a) Amendment. The Board may amend or terminate the Plan at any time; provided, however, that the Board shall not amend the Plan without approval of the stockholders of the Company if such approvalis required in order to comply with the Code or applicable laws, or to comply with applicable stock exchange requirements. No amendment or termination of this Plan shall, without the consent of the Participant, materially impair any rights orobligations under any Grant previously made to the Participant under the Plan, unless such right has been reserved in the Plan or the Grant Agreement, or except as provided in Section 19(b) below. Notwithstanding anything in the Plan to thecontrary, the Board may amend the Plan in such manner as it deems appropriate in the event of a change in applicable law or regulations. 

(b) No Repricing Without Stockholder Approval. Notwithstanding anything in the Plan to the contrary, the Committee may not reprice Options or SARs, nor may the Board amend the Plan to permitrepricing of Options or SARs, unless the stockholders of the Company provide prior approval for such repricing. The term “repricing” shall have the meaning given that term in accordance with the applicable stock exchange in which suchshares of Company Stock are registered, as in effect from time to time. 

(c) Termination of Plan. The Plan shallterminate on the day immediately preceding the tenth anniversary of its Effective Date, unless the Plan is terminated earlier by the Board or is extended by the Board with the approval of the stockholders. The termination of the Plan shall notimpair the power and authority of the Committee with respect to an outstanding Grant. 

 
 **18.****Miscellaneous**
(a)Effective Date. The Plan shall be effective as of the Effective Date. 

(b) Grants in Connection with CorporateTransactions and Otherwise. Nothing contained in this Plan shall be construed to (i) limit the right of the Committee to make Grants under this Plan in connection with the acquisition, by purchase, lease, merger, consolidation or otherwise,of the business or assets of any corporation, firm or association, including Grants to employees thereof who become Employees, or for other proper corporate purposes, or (ii) limit the right of the Company to grant stock options or make otherstock-based awards outside of this Plan. Without limiting the foregoing, the Committee may make a Grant to an employee of another corporation who becomes an Employee by reason of a corporate merger, consolidation, acquisition of stock or property,reorganization or liquidation involving the Company in substitution for a grant made by such corporation. The terms and conditions of the Grants may vary from the terms and conditions required by the Plan and from those of the substituted stockincentives, as determined by the Committee. 

(c) Compliance with Law. The Plan, the exercise of Options and theobligations of the Company to issue or transfer shares of Company Stock under Grants shall be subject to all applicable laws and to approvals by any governmental or regulatory agency as may be required. With respect to persons subject to section 16of the Exchange Act, it is the intent of the Company that the Plan and all transactions under the Plan comply with all applicable provisions of Rule

 

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16b-3 or its successors under the Exchange Act. In addition, it is the intent of the Company that Incentive Stock Options comply with the applicable provisions of section 422 of the Code, Grantscomply with the requirements of section 409A of the Code or an exception from such requirements. To the extent that any legal requirement of section 16 of the Exchange Act or section 422, 162(m) or 409A of the Code as set forth in the Plan ceases tobe required under section 16 of the Exchange Act or section 422, 162(m) or 409A of the Code, that Plan provision shall cease to apply. The Committee may revoke any Grant if it is contrary to law or modify a Grant to bring it into compliance with anyvalid and mandatory government regulation. The Committee may also adopt rules regarding the withholding of taxes on payments to Participants. The Committee may, in its sole discretion, agree to limit its authority under this Section. 

(d) Enforceability. The Plan shall be binding upon and enforceable against the Company and its successors and assigns. 

(e) Funding of the Plan; Limitation on Rights. This Plan shall be unfunded. The Company shall not be required to establish anyspecial or separate fund or to make any other segregation of assets to assure the payment of any Grants under this Plan. Nothing contained in the Plan and no action taken pursuant hereto shall create or be construed to create a fiduciaryrelationship between the Company and any Participant or any other person. No Participant or any other person shall under any circumstances acquire any property interest in any specific assets of the Company. To the extent that any person acquires aright to receive payment from the Company hereunder, such right shall be no greater than the right of any unsecured general creditor of the Company. 

(f) Rights of Participants. Nothing in this Plan shall entitle any Employee, Non-Employee Director, Key Advisor or other person to any claim or right to receive a Grant under this Plan. Neitherthis Plan nor any action taken hereunder shall be construed as giving any individual any rights to be retained by or in the employment or service of the Employer. 

(g) No Fractional Shares. No fractional shares of Company Stock shall be issued or delivered pursuant to the Plan or any Grant. The Committee shall determine whether cash, other awards or otherproperty shall be issued or paid in lieu of such fractional shares or whether such fractional shares or any rights thereto shall be forfeited or otherwise eliminated. 

(h) Employees Subject to Taxation Outside the United States. With respect to Participants who are subject to taxation in countries other than the United States, the Committee may make Grants onsuch terms and conditions as the Committee deems appropriate to comply with the laws of the applicable countries, and the Committee may create such procedures, addenda and subplans and make such modifications as may be necessary or advisable tocomply with such laws. 

(i) Governing Law. The validity, construction, interpretation and effect of the Plan and GrantAgreements issued under the Plan shall be governed and construed by and determined in accordance with the laws of the State of Delaware, without giving effect to the conflict of laws provisions thereof. 

 

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