ACTIONS SEMICONDUCTOR CO.,
LTD.

    


    Amended
and Restated 2007 Equity Performance and Incentive Plan

    


    
      	
              1.

            	
              Purpose.  The
      purpose of the Amended and Restated 2007 Equity Performance and Incentive
      Plan (the “Plan”) is to attract and retain officers, employees,
      non-employee directors and consultants for Actions Semiconductor Co.,
      Ltd., a Cayman Islands exempted company, and its Subsidiaries and to
      provide to such persons incentives to stay with the Company and make
      superior contributions to the Company in the
  future.

            


    

     

    
      	
              2.

            	
              Definitions.  As
      used in this Plan,

            


    

     

    
      	
               
      

            	
              (a)

            	
              “Board”
      means the Board of Directors of the Company and, to the extent of any
      delegation by the Board to a committee (or subcommittee thereof) pursuant
      to Section 13 of this Plan, such committee (or
    subcommittee).

            


    

     

    
      	
               
      

            	
              (b)

            	
              “Company”
      means Actions Semiconductor Co., Ltd., a Cayman Islands exempted company,
      or any successor corporation
thereto.

            


    

     

    
      	
               
      

            	
              (c)

            	
              “Date
      of Grant” means the date specified by the Board on which a grant of Option
      Rights or a grant or sale of Restricted Shares or Restricted Share Units
      will become effective (which date will not be earlier than the later of
      (i) the date on which the Board takes action with respect thereto; or (ii)
      the date on which a Participant commences the provision of services to the
      Company or any one or more of its
Subsidiaries).

            


    

     

    
      	
               
      

            	
              (d)

            	
              “Director”
      means a member of the Board of Directors of the
  Company.

            


    

     

    
      	
               
      

            	
              (e)

            	
              “Evidence
      of Award” means an agreement, certificate, resolution or other type or
      form of writing or other evidence approved by the Board that sets forth
      the terms and conditions of the awards granted.  An Evidence of
      Award may be in an electronic medium, may be limited to notation on the
      books and records of the Company and, with the approval of the Board, need
      not be signed by a representative of the Company or a
      Participant.

            


    

     

    
      	
               
      

            	
              (f)

            	
              “Market
      Value per Share” means, as of any particular date, the fair market value
      of one of the Shares of the Company as determined by the
      Board.

            


    

     

    
      	
               
      

            	
              (g)

            	
              “Optionee”
      means the optionee named in an Evidence of Award evidencing an outstanding
      Option Right.

            


    

     

    
      	
               
      

            	
              (h)

            	
              “Option
      Price” means the purchase price payable on exercise of an Option
      Right.

            


    

     

    
      	
               
      

            	
              (i)

            	
              “Option
      Right” means the right to purchase Shares upon exercise of an option
      granted pursuant to Section 4 of this
Plan.

            


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      	
               
      

            	
              (j)

            	
              “Participant”
      means a person who is selected by the Board to receive benefits under this
      Plan and who is at the time an officer, employee, non-employee director or
      consultant of the Company or any one or more of its Subsidiaries, or who
      has agreed to commence serving in any of such capacities within 90 days of
      the date on which the Board takes action to approve a grant of an award
      under this Plan.  The term “Participant” shall also include any
      person who provides services to the Company or a Subsidiary that are
      equivalent to those typically provided by an
  employee.

            


    

     

    
      	
               
      

            	
              (k)

            	
              “PRC”
      means the People’s Republic of
China.

            


    

     

    
      	
               
      

            	
              (l)

            	
              “Restriction
      Period” means the period of time during which Restricted Share Units are
      subject to deferral limitations under Section 6 of this
    Plan.

            


    

     

    
      	
               
      

            	
              (m)

            	
              “Restricted
      Shares” means Shares granted or sold pursuant to Section 5 of this Plan as
      to which neither the risk of forfeiture nor the prohibition on transfers
      referred to in such Section 5 has
expired.

            


    

     

    
      	
               
      

            	
              (n)

            	
              “Restricted
      Share Units” means an award made pursuant to Section 6 of this Plan of the
      right to receive Shares at the end of a specified Restriction
      Period.

            


    

     

    
      	
               
      

            	
              (o)

            	
              “Shares”
      means the American Depositary Shares representing ordinary shares, par
      value US $0.000001 per share, of the Company, or any security into which
      such Shares may be changed by reason of any transaction or event of the
      type referred to in Section 9 of this
Plan.

            


    

     

    
      	
               
      

            	
              (p)

            	
              “Subsidiary”
      means a corporation, company or other entity (i) more than 50 percent of
      whose outstanding shares or securities (representing the right to vote for
      the election of directors or other managing authority) are, or (ii) which
      does not have outstanding shares or securities (as may be the case in a
      partnership, joint venture or unincorporated association), but more than
      50 percent of whose ownership interest representing the right generally to
      make decisions for such other entity is, now or hereafter, owned or
      controlled, directly or indirectly, by the
  Company.

            


    

     

    
      	
              3.

            	
              Shares Available Under the
      Plan.  Subject to adjustment as provided in Section 9 of
      this Plan, the number of Shares that may be issued or transferred (i) upon
      the exercise of Option Rights, (ii) as Restricted Shares and released from
      the risk of forfeiture thereof, (iii) upon payment of Restricted Share
      Units, or (iv) in payment of dividend equivalents paid with respect to
      awards made under the Plan shall not exceed in the aggregate 8,000,000
      Shares.  In addition to the Shares authorized by the preceding
      sentence, to the extent any award under this Plan otherwise terminates
      without the issuance of some or all of the Shares underlying the award to
      a Participant or if any Option Right under this Plan terminates without
      having been exercised in full, the Shares underlying such award, to the
      extent of any such forfeiture or termination, shall be available for
      future grant under this Plan and credited toward the Plan
      limit.  Such Shares may be Shares of original issuance or Shares
      that have been previously issued and acquired by the Company or a
      combination of the foregoing.  The Board may, at any time,
      increase or reduce the number of Shares subject to this Plan, but not
      below the number of Shares then issuable upon outstanding, unexercised
      Option Rights and unvested Restricted Shares and Restricted Share
      Units.

            


    


    
      
         


      

      
        2

        
          

        

      

      
         


      

    

     

    
      	
              4.

            	
              Option Rights. The Board may,
      from time to time and upon such terms and conditions as it may determine,
      authorize the granting to Participants of options to purchase
      Shares.  Each such grant may utilize any or all of the
      authorizations, and will be subject to all of the requirements, contained
      in the following provisions:

            


    

     

    
      	
               
      

            	
              (a)

            	
              Each
      grant will specify the number of Shares to which it pertains subject to
      the limitations set forth in Section 3 of this
  Plan.

            


    

     

    
      	
               
      

            	
              (b)

            	
              Each
      grant will specify an Option Price per Share as determined by the Board,
      provided that, if the Participant receiving such grant is a United States
      taxpayer, such Option Price per Share shall not be less than 100% of the
      Market Value per Share on the Date of
Grant.

            


    

     

    
      	
               
      

            	
              (c)

            	
              Each
      grant will specify whether the Option Price will be payable (i) in cash or
      by check acceptable to the Company in a currency determined by the Board,
      (ii) to the extent authorized by the Board, by the actual or constructive
      transfer to the Company of Shares owned by the Optionee having a value at
      the time of exercise equal to the total Option Price, (iii) by such other
      method of payment authorized by the Board, or (iv) by a combination of
      such methods of payment.

            


    

     

    
      	
               
      

            	
              (d)

            	
              To
      the extent permitted by law, any grant may provide for deferred payment of
      the Option Price from the proceeds of sale through a broker on a date
      satisfactory to the Company of some or all of the Shares to which such
      exercise relates.

            


    

     

    
      	
               
      

            	
              (e)

            	
              Successive
      grants may be made to the same Participant whether or not any Option
      Rights previously granted to such Participant remain
      unexercised.

            


    

     

    
      	
               
      

            	
              (f)

            	
              Each
      grant will specify the period or periods of continuous service by the
      Optionee with the Company or any Subsidiary that is necessary before the
      Option Rights or installments thereof will become
      exercisable.  Notwithstanding the foregoing, any such grant of
      Option Rights may provide for the immediate exercisability of the Option
      Right.

            


    

     

    
      	
               
      

            	
              (g)

            	
              Any
      grant of Option Rights may specify management objectives that must be
      achieved as a condition to the exercise of such
  rights.

            


    

     

    
      	
               
      

            	
              (h)

            	
              The
      Board may, on or after the Date of Grant of any Option Rights, provide for
      the payment of dividend equivalents to the Optionee on either a current or
      deferred or contingent basis or may provide that such equivalents will be
      credited against the Option Price.

            


    

     

    
      	
               
      

            	
              (i)

            	
              No
      Option Right will be exercisable more than 10 years from the Date of
      Grant.

            


    

     

    
      	
               
      

            	
              (j)

            	
              The
      Board reserves the discretion after the Date of Grant to provide for (i)
      the payment of a cash bonus at the time of exercise; (ii) the availability
      of a loan at exercise; (iii) the right to tender in satisfaction of the
      Option Price nonforfeitable, unrestricted Shares, which are already owned
      by the Optionee and have a value at the time of exercise that is equal to
      the Option Price.

            


    


    
      
         


      

      
        3

        
          

        

      

      
         


      

    

     

    
      	
               
      

            	
              (k)

            	
              Each
      grant of Option Rights will be evidenced by an Evidence of
      Award.  Each Evidence of Award shall be subject to the Plan and
      shall contain such terms and provisions as the Board may
      approve.

            


    

     

    
      	
              5.

            	
              Restricted
      Shares.  The Board may also authorize the grant or sale
      of Restricted Shares to Participants.  Each such grant or sale
      may utilize any or all of the authorizations, and will be subject to all
      of the requirements, contained in the following
  provisions:

            


    

     

    
      	
               
      

            	
              (a)

            	
              Each
      such grant or sale will constitute an immediate transfer of the ownership
      of Shares to the Participant in consideration of the performance of
      services, entitling such Participant to voting, dividend and other
      ownership rights, but subject to the risk of forfeiture and restrictions
      on transfer hereinafter referred
to.

            


    

     

    
      	
               
      

            	
              (b)

            	
              Each
      such grant or sale may be made without additional consideration or in
      consideration of a payment by such Participant that is less than the
      Market Value per Share at the Date of
Grant.

            


    

     

    
      	
               
      

            	
              (c)

            	
              Each
      such grant or sale will provide that the Restricted Shares covered by such
      grant or sale will be subject to a risk of forfeiture for a period to be
      determined by the Board at the Date of
Grant.

            


    

     

    
      	
               
      

            	
              (d)

            	
              Each
      such grant or sale will provide that during the period for which such risk
      of forfeiture is to continue, the transferability of the Restricted Shares
      will be prohibited or restricted in the manner and to the extent
      prescribed by the Board at the Date of Grant (which restrictions may
      include, without limitation, rights of repurchase or first refusal in the
      Company or provisions subjecting the Restricted Shares to a continuing
      risk of repurchase in the hands of any
  transferee).

            


    

     

    
      	
               
      

            	
              (e)

            	
              Any
      grant of Restricted Shares may specify management objectives that, if
      achieved, will result in termination or early termination of the
      restrictions applicable to such
Shares.

            


    

     

    
      	
               
      

            	
              (f)

            	
              Any
      such grant or sale of Restricted Shares may require that any or all
      dividends or other distributions paid thereon during the period of such
      restrictions be automatically deferred and reinvested in additional
      Restricted Shares, which may be subject to the same restrictions as the
      underlying award.

            


    

     

    
      	
               
      

            	
              (g)

            	
              Each
      grant or sale of Restricted Shares will be evidenced by an Evidence of
      Award and will contain such terms and provisions, consistent with this
      Plan, as the Board may approve.  Unless otherwise directed by
      the Board, all certificates representing Restricted Shares will be held in
      custody by the Company until all restrictions thereon will have lapsed,
      together with a stock power or powers executed by the Participant in whose
      name such certificates are registered, endorsed in blank and covering such
      Shares.

            


    


    
      
         


      

      
        4

        
          

        

      

      
         


      

    

     

    
      	
              6.

            	
              Restricted Share
      Units.  The Board may also authorize the granting or sale
      of Restricted Share Units to Participants.  Each such grant or
      sale may utilize any or all of the authorizations, and shall be subject to
      all of the requirements, contained in the following
      provisions:

            


    

     

    
      	
               
      

            	
              (a)

            	
              Each
      such grant or sale shall constitute the agreement by the Company to
      deliver Shares to the Participant in the future in consideration of the
      performance of services, but subject to the fulfillment of such conditions
      during the Restriction Period as the Board may
  specify.

            


    

     

    
      	
               
      

            	
              (b)

            	
              Each
      such grant or sale may be made without additional consideration or in
      consideration of a payment by such Participant that is less than the
      Market Value per Share at the Date of
Grant.

            


    

     

    
      	
               
      

            	
              (c)

            	
              Each
      such grant or sale shall be subject to a Restriction Period, as determined
      by the Board at the Date of Grant.

            


    

     

    
      	
               
      

            	
              (d)

            	
              During
      the Restriction Period, the Participant shall have no right to transfer
      any rights under his or her award and shall have no rights of ownership in
      the Restricted Share Units and shall have no right to vote them, but the
      Board may, at or after the Date of Grant, authorize the payment of
      dividend equivalents on the Shares underlying such units on either a
      current or deferred or contingent basis, either in cash or in additional
      Shares.

            


    

     

    
      	
               
      

            	
              (e)

            	
              Each
      grant will specify whether the Restricted Share Units will be payable at
      the end of the Restriction Period (i) in cash in a currency determined by
      the Board, (ii) by the actual transfer to the Participant of Shares, or
      (iii) by a combination of such methods of
  payment.

            


    

     

    
      	
               
      

            	
              (f)

            	
              Any
      grant of Restricted Share Units may specify management objectives that, if
      achieved, will result in termination or early termination of the
      Restriction Period.

            


    

     

    
      	
               
      

            	
              (g)

            	
              Each
      grant or sale of Restricted Share Units shall be evidenced by an Evidence
      of Award and shall contain such terms and provisions, consistent with this
      Plan, as the Board may approve.

            


    

     

    
      	
              7.

            	
              Type of Securities
      Issued.  In lieu of delivering Shares in connection with
      an award of Option Rights, Restricted Shares, or Restricted Shares Units
      under this Plan, the Board may provide, at or after the Date of Grant,
      that the securities to be issued or transferred in connection with such
      awards shall be ordinary shares, par value US $0.000001 per ordinary
      share, of the Company.

            


    

     

    
      
         

      

      
        5

        
          

        

      

      
         

      

    

     

    
      	
              8.

            	
              Transferability.

            


    


    
      	
               
      

            	
              (a)

            	
              Except
      as otherwise determined by the Board, no Option Right or other security
      granted under this Plan shall be transferable by a Participant other than
      by will or the laws of descent and distribution.  Except as
      otherwise determined by the Board, Option Rights shall be exercisable
      during the Optionee’s lifetime only by him or her or by his or her
      guardian or legal representative.

            


    

     

    
      	
               
      

            	
              (b)

            	
              The
      Board may specify at the Date of Grant that part or all of the Shares that
      are (i) to be issued or transferred by the Company upon the exercise of
      Option Rights or upon the termination of the Restriction Period applicable
      to Restricted Share Units or (ii) no longer subject to the risk of
      forfeiture and restrictions on transfer referred to in Sections 5 and 6 of
      this Plan, will be subject to further restrictions on
      transfer.

            


    

     

    
      	
              9.

            	
              Adjustments.  The
      Board shall make or provide for such adjustments in the numbers of Shares
      covered by outstanding Option Rights granted hereunder, in the Option
      Price, and in the kind of shares covered thereby and such other amendments
      to the terms of any outstanding awards granted hereunder, as the Board, in
      its sole discretion, exercised in good faith, may determine is equitably
      required or appropriate to prevent dilution or enlargement of the rights
      of Participants that otherwise would result from (a) any stock dividend,
      stock split, combination of shares, recapitalization or other change in
      the capital structure of the Company, (b) any merger, consolidation,
      spin-off, split-off, spin-out, split-up, reorganization, partial or
      complete liquidation or other distribution of assets, issuance of rights
      or warrants to purchase securities, or (c) any other corporate transaction
      or event having an effect similar to any of the
      foregoing.  Moreover, in the event of any such transaction or
      event, the Board, in its discretion, may provide in substitution for any
      or all outstanding awards under this Plan such alternative consideration
      as it, in good faith, may determine to be equitable in the circumstances
      and may require in connection therewith the surrender of all awards so
      replaced.  The Board shall also make or provide for such
      adjustments in the number of Shares specified in Section 3 of this Plan as
      the Board in its sole discretion, exercised in good faith, may determine
      is appropriate to reflect any transaction or event described in this
      Section 9.

            


    

     

    
      	
              10.

            	
              Fractional
      Shares.  The Company shall not be required to issue any
      fractional Shares pursuant to this Plan.  The Board may provide
      for the elimination of fractions or for the settlement of fractions in
      cash.

            


    

     

    
      	
              11.

            	
              Withholding
      Taxes.  To the extent that the Company is required to
      withhold PRC or other taxes in connection with any payment made or benefit
      realized by a Participant or other person under this Plan, and the amounts
      available to the Company for such withholding are insufficient, it will be
      a condition to the receipt of such payment or the realization of such
      benefit that the Participant or such other person make arrangements
      satisfactory to the Company for payment of the balance of such taxes
      required to be withheld, which arrangements (in the discretion of the
      Board) may include relinquishment of a portion of such
      benefit.

            


    


    
      
         


      

      
        6

        
          

        

      

      
         


      

    


    
      	
              12.

            	
              Multiple
      Jurisdictions.  In order to facilitate the making of any
      grant under this Plan, the Board may provide for such special terms for
      awards to Participants who are employed by the Company or any of its
      Subsidiaries in any particular jurisdiction other than the PRC, or who are
      nationals of any particular jurisdiction other than the PRC, as the Board
      may consider necessary or appropriate to accommodate differences in local
      law, tax policy or custom.  In addition, the Board may approve
      such supplements to or restatements or alternative versions of this Plan,
      including, without limitation, a sub-plan to this Plan, as it may consider
      necessary or appropriate for such purposes, without thereby affecting the
      terms of this Plan as in effect for any other purpose, and the Company
      Secretary or other appropriate officer of the Company may certify any such
      document as having been approved and adopted in the same manner as this
      Plan.  No such special terms, supplements or restatements,
      however, shall include any provisions that are inconsistent with the terms
      of this Plan as then in effect unless this Plan could have been amended to
      eliminate such inconsistency without further approval by the shareholders
      of the Company.

            


    

     

    
      	
              13.

            	
              Administration of the
      Plan.

            


    

     

    
      	
               
      

            	
              (a)

            	
              This
      Plan will be administered by the Board, which may from time to time
      delegate all or any part of its authority under this Plan to the
      Compensation Committee of the Board (or a subcommittee thereof), as
      constituted from time to time.  A majority of the committee (or
      subcommittee) will constitute a quorum, and the action of the members of
      the committee (or subcommittee) present at any meeting at which a quorum
      is present, or acts unanimously approved in writing, will be the acts of
      the committee (or subcommittee).  To the extent of any such
      delegation, references in this Plan to the Board will be deemed to be
      references to such committee or
subcommittee.

            


    

     

    
      	
               
      

            	
              (b)

            	
              The
      interpretation and construction by the Board of any provision of this Plan
      or of any agreement, notification or document evidencing the grant of
      Option Rights, Restricted Shares or Restricted Share Units and any
      determination by the Board pursuant to any provision of this Plan or of
      any such agreement, notification or document will be final and
      conclusive.  No member of the Board will be liable for any such
      action or determination made in good
faith.

            


    

     

    
      	
              14.

            	
              Amendments,
      Etc.

            


    

     

    
      	
               
      

            	
              (a)

            	
              The
      Board may at any time and from time to time amend the Plan in whole or in
      part; provided, however, that
      any amendment which must be approved by the shareholders of the Company in
      order to comply with applicable law or the rules of the NASDAQ Global
      Market or, if the Shares are not quoted on the NASDAQ Global Market, the
      principal national securities exchange upon which the Shares are traded or
      quoted, will not be effective unless and until such approval has been
      obtained.  Nothing herein shall be construed to limit the
      Company’s authority to offer similar or dissimilar benefits under other
      plans or otherwise with or without further shareholder
      approval.

            


    

     

    
      	
               
      

            	
              (b)

            	
              The
      Board also may permit Participants to elect to defer the issuance of
      Shares or the settlement of awards in cash under the Plan pursuant to such
      rules, procedures or programs as it may establish for purposes of this
      Plan.  The Board also may provide that deferred issuances and
      settlements include the payment or crediting of dividend equivalents or
      interest on the deferral
amounts.

            


    


    
      
         


      

      
        7

        
          

        

      

      
         


      

    

     

    
      	
               
      

            	
              (c)

            	
              The
      Board may condition the grant of any award or combination of awards
      authorized under this Plan on the surrender or deferral by the Participant
      of his or her right to receive a cash bonus or other compensation
      otherwise payable by the Company or a Subsidiary to the
      Participant.

            


    

     

    
      	
               
      

            	
              (d)

            	
              In
      case of termination of employment by reason of death, disability or normal
      or early retirement, or in the case of hardship or other special
      circumstances, of a Participant who holds an Option Right not immediately
      exercisable in full, or any Restricted Shares as to which the risk of
      forfeiture or the prohibition or restriction on transfer has not lapsed,
      or any Restricted Share Units as to which the Restriction Period has not
      been completed, or who holds Shares subject to any transfer restriction
      imposed pursuant to Section 8(b) of this Plan, the Board may, in its sole
      discretion, accelerate the time at which such Option Right may be
      exercised or the time at which such risk of forfeiture or prohibition or
      restriction on transfer will lapse or the time when such Restriction
      Period will end or the time when such transfer restriction will terminate
      or may waive any other limitation or requirement under any such
      award.

            


    

     

    
      	
               
      

            	
              (e)

            	
              This
      Plan shall not confer upon any Participant any right with respect to
      employment or other service with the Company or any Subsidiary (including,
      without limitation, continuation of employment), nor shall it interfere in
      any way with any right the Company or any Subsidiary would otherwise have
      to terminate such Participant’s employment or other service at any time,
      with or without cause.  The terms of employment of an employee
      shall not be affected by the execution of this Plan.  Awards
      granted under this Plan shall not form a part of the terms of employment
      of an employee or entitle such employee to take into account awards
      granted under this Plan when calculating any compensation or damages upon
      the termination of such employee’s employment for any
    reason.

            


    

     

    
      	
               
      

            	
              (f)

            	
              This
      Plan shall be effective immediately upon its adoption by the Board; provided, however, that
      the effectiveness of this Plan is conditioned on its approval by the
      shareholders of the Company at a meeting duly held within 12 months after
      the date this Plan is adopted by the Board.  All awards under
      this Plan shall be null and void if the Plan is not approved by the
      shareholders within such 12-month
period.

            


    

     

    
      	
              15.

            	
              Governing
      Law.  The Plan and all grants and awards and actions
      taken thereunder shall be governed by and construed in accordance with the
      internal substantive laws of the Cayman
Islands.

            


    


    
      
         


      

      
        8

        
          

        

      

      
         


      

    


    
      	
              16.

            	
              Compliance with
      Law.  The grant of awards and the issuance of Shares in
      connection with such awards under this Plan shall be subject to compliance
      with all applicable requirements of the laws of the PRC, the laws of the
      Cayman Islands, and United States federal and state law with respect to
      such securities.  Option Rights may not be exercised and
      Restricted Share Units may not be paid out if the issuance of Shares would
      constitute a violation of any such applicable or other laws or regulations
      or the requirements of any stock exchange or market system upon which the
      Shares may then be listed.  In addition, no Option Rights may be
      exercised and no Restricted Share Units may be paid out unless (a) a
      registration statement under the United States Securities Act of 1933, as
      amended (the “Securities Act”), shall at the time of exercise of the
      Option Rights or the payment of the Restricted Share Units be in effect
      with respect to the shares issuable upon exercise of the Option Rights or
      the payment of the Restricted Share Units or (b) in the opinion of
      legal counsel to the Company, the shares issuable upon exercise of the
      Option Rights or payment of the Restricted Share Units may be issued in
      accordance with the terms of an applicable exemption or exception from the
      registration requirements of the Securities Act.  The inability
      of the Company to obtain from any regulatory body having jurisdiction the
      authority, if any, deemed by the Company’s legal counsel to be necessary
      to the lawful issuance and sale of any Shares hereunder shall relieve the
      Company of any liability in respect of the failure to issue or sell such
      shares as to which such requisite authority shall not have been
      obtained.  As a condition to the exercise of any Option Rights
      or payment of Restricted Share Units, the Company may require the
      Participant to satisfy any qualifications that may be necessary or
      appropriate, to evidence compliance with any applicable law or regulation
      and to make any representation or warranty with respect thereto as may be
      requested by the Company.

            


    

     

    
      	
              17.

            	
              Termination.  No
      grant will be made under this Plan after January 1, 2020, but all grants
      made on or prior to such date will continue in effect thereafter subject
      to the terms thereof and of this
Plan.

            


    


    
      
         


      

      
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