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EXHIBIT
10.4




GLOBALSECURE HOLDINGS, LTD.


2005 STOCK INCENTIVE PLAN



1. Establishment, Purpose and Types of Awards. GlobalSecure Holdings, Ltd., a Delaware corporation
(the “Company”), hereby establishes the GlobalSecure Holdings, Ltd. 2005 Stock Incentive Plan (the
“Plan”). The purpose of the Plan is to promote the long-term growth and profitability of the
Company by (i) providing key people with incentives to improve stockholder value and to contribute
to the growth and financial success of the Company through their future services, and (ii) enabling
the Company to attract, retain and reward the best-available persons. This Plan is a continuation,
and amendment and restatement, of the Company’s 2003 Stock Incentive Plan and shall control with
respect to any Awards outstanding under the 2003 Stock Incentive Plan, except that the provisions
of the 2003 Stock Incentive Plan shall continue to control with respect to any options or stock
awards outstanding thereunder to the extent necessary to avoid establishment of a new measurement
date for financial accounting purposes and to preserve the status of any options that are intended
to qualify as “incentive stock options” within the meaning of Section 422 of the Internal Revenue
Code. The Plan permits the granting of stock options (including incentive stock options qualifying
under Code section 422 and nonstatutory stock options), stock appreciation rights, restricted or
unrestricted stock awards, phantom stock, performance awards, other stock-based awards, or any
combination of the foregoing.



2. Definitions. Under this Plan, except where the context otherwise indicates, the following
definitions apply:




     (a) “Administrator” means the Board or the committee(s) or officer(s) appointed by the Board
that have authority to administer the Plan as provided in Section 3 hereof.



     (b) “Affiliate” means any entity, whether now or hereafter existing, which controls, is
controlled by, or is under common control with, the Company (including, but not limited to, joint
ventures, limited liability companies, and partnerships). For this purpose, “control” shall mean
ownership of 50% or more of the total combined voting power or value of all classes of stock or
interests of the entity.



     (c) “Award” means any stock option, stock appreciation right, stock award, phantom stock
award, performance award, or other stock-based award.



     (d) “Board” means the Board of Directors of the Company.



     (e) “Change in Control” means: (i) the acquisition (other than from the Company) in one or
more transactions by any Person, as defined in this Section 2(e), of the beneficial ownership
(within the meaning of Rule 13d-3 promulgated under the Securities Exchange Act of 1934, as
amended) of 50% or more of (A) the then outstanding shares of the securities of the Company, or (B)
the combined voting power of the then outstanding securities of the Company entitled to vote
generally in the election of directors (the “Company Voting Stock”); (ii) the closing of a sale or
other conveyance of all or substantially all of the assets of the Company; or



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(iii) the effective
time of any merger, share exchange, consolidation, or other business combination involving the
Company if immediately after such transaction persons who hold a majority of the outstanding voting
securities entitled to vote generally in the election of directors of the surviving entity (or the
entity owning 100% of such surviving entity) are not persons who, immediately prior to such
transaction, held the Company Voting Stock; provided, however, that a Change in
Control shall not include a public offering of capital stock of the Company; and provided,
further, that for purposes of any Award or subplan that constitutes a “nonqualified
deferred compensation plan,” within the meaning of Code section 409A, the Administrator, in its
discretion, may specify a different definition of Change in Control in order to comply with the
provisions of Code section 409A. For purposes of this Section 2(e), a “Person” means any
individual, entity or group within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities
Exchange Act of 1934, as amended, other than: employee benefit plans sponsored or maintained by the
Company and by entities controlled by the Company or an underwriter of the Common Stock in a
registered public offering.




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



     (g) “Common Stock” means shares of common stock of the Company, par value of $.0001 per share.



     (h) “Fair Market Value” means, with respect to a share of the Company’s Common Stock for any
purpose on a particular date, the value determined by the Administrator in good faith. However, if
the Common Stock is registered under Section 12(b) or 12(g) of the Securities Exchange Act of 1934,
as amended, and listed for trading on a national exchange or market, “Fair Market Value” means, as
applicable, (i) either the closing price or the average of the high and low sale price on the
relevant date, as determined in the Administrator’s discretion, quoted on the New York Stock
Exchange, the American Stock Exchange, or the Nasdaq National Market; (ii) the last sale price on
the relevant date quoted on the Nasdaq SmallCap Market; (iii) the average of the high bid and low
asked prices on the relevant date quoted on the Nasdaq OTC Bulletin Board Service or by the
National Quotation Bureau, Inc. or a comparable service as determined in the Administrator’s
discretion; or (iv) if the Common Stock is not quoted by any of the above, the average of the
closing bid and asked prices on the relevant date furnished by a professional market maker for the
Common Stock, or by such other source, selected by the Administrator. If no public trading of the
Common Stock occurs on the relevant date but the shares are so listed, then Fair Market Value shall
be determined as of the next preceding date on which trading of the Common Stock does occur. For
all purposes under this Plan, the term “relevant date” as used in this Section 2(h) means either
the date as of which Fair Market Value is to be determined or the next preceding date on which
public trading of the Common Stock occurs, as determined in the Administrator’s discretion.



     (i) “Grant Agreement” means a written document memorializing the terms and conditions of an
Award granted pursuant to the Plan and which shall incorporate the terms of the Plan.



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3. Administration




     (a) Administration of the Plan. The Plan shall be administered by the Board or by such
committee or committees as may be appointed by the Board from time to time. To the extent allowed
by applicable state law, the Board by resolution may authorize an officer or officers to grant
Awards (other than Stock Awards) to other officers and employees of the Company and its Affiliates,
and, to the extent of such authorization, such officer or officers shall be the Administrator.



     (b) Powers of the Administrator. The Administrator shall have all the powers vested in it by
the terms of the Plan, such powers to include authority, in its sole and absolute discretion, to
grant Awards under the Plan, prescribe Grant Agreements evidencing such Awards and establish
programs for granting Awards. The Administrator shall have full power and authority to take all
other actions necessary to carry out the purpose and intent of the Plan, including, but not limited
to, the authority to: (i) determine the eligible persons to whom, and the time or times at which
Awards shall be granted; (ii) determine the types of Awards to be granted; (iii) determine the
number of shares to be covered by or used for reference purposes for each Award; (iv) impose such
terms, limitations, restrictions and conditions upon any such Award as the Administrator shall deem
appropriate; (v) modify, amend, extend or renew outstanding Awards, or accept the surrender of
outstanding Awards and substitute new Awards (provided however, that, except as provided in Section
6 or 7(d) of the Plan, any modification that would materially adversely affect any outstanding
Award shall not be made without the consent of the holder); (vi) accelerate or otherwise change the
time in which an Award may be exercised or becomes payable and to waive or accelerate the lapse, in
whole or in part, of any restriction or condition with respect to such Award, including, but not
limited to, any restriction or condition with respect to the vesting or exercisability of an Award
following termination of any grantee’s employment or other relationship with the Company; (vii)
establish objectives and conditions, if any, for earning Awards and determining whether Awards will
be paid with respect to a performance period; and (viii) for any purpose, including but not limited
to, qualifying for preferred tax treatment under foreign tax laws or otherwise complying with the
regulatory requirements of local or foreign jurisdictions, to establish, amend, modify, administer
or terminate sub-plans, and prescribe, amend and rescind rules and regulations relating to such
sub-plans. The Administrator shall have full power and authority, in its sole and absolute
discretion, to administer, construe and interpret the Plan, Grant Agreements and all other
documents relevant to the Plan and Awards issued thereunder, to establish, amend, rescind and
interpret such rules, regulations, agreements, guidelines and instruments for the administration of
the Plan and for the conduct of its business as the Administrator deems necessary or advisable, and
to correct any defect, supply any omission or reconcile any inconsistency in the Plan or in any
Award in the manner and to the extent the Administrator shall deem it desirable to carry it into
effect.



     (c) Non-Uniform Determinations. The Administrator’s determinations under the Plan (including
without limitation, determinations of the persons to receive Awards, the form, amount and timing of
such Awards, the terms and provisions of such Awards and the Grant Agreements evidencing such
Awards) need not be uniform and may be made by the Administrator selectively



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among persons who
receive, or are eligible to receive, Awards under the Plan, whether or not such persons are
similarly situated.




     (d) Limited Liability. To the maximum extent permitted by law, no member of the Administrator
shall be liable for any action taken or decision made in good faith relating to the Plan or any
Award thereunder.



     (e) Indemnification. To the maximum extent permitted by law and by the Company’s charter and
by-laws, the members of the Administrator shall be indemnified by the Company in respect of all
their activities under the Plan.



     (f) Effect of Administrator’s Decision. All actions taken and decisions and determinations
made by the Administrator on all matters relating to the Plan pursuant to the powers vested in it
hereunder shall be in the Administrator’s sole and absolute discretion and shall be conclusive and
binding on all parties concerned, including the Company, its stockholders, any participants in the
Plan and any other employee, consultant, or director of the Company, and their respective
successors in interest.


4. Shares Available for the Plan. Subject to adjustments as provided in Section 7(d) of the Plan,
the shares of Common Stock that may be issued with respect to Awards granted under the Plan as of
any date shall not exceed (i) fifteen percent (15%) of the number of shares of Common Stock issued
and outstanding as of such date, including shares issued pursuant to the Plan, minus (ii) the
number of shares of Common Stock issued pursuant to the Plan or subject to outstanding Awards under
the Plan on such date, provided, however, that if any Award, or portion of an
Award, under the Plan expires or terminates unexercised, becomes unexercisable, is settled in cash
without delivery of shares of Common Stock, or is forfeited or otherwise terminated, surrendered or
canceled as to any shares, or if any shares of Common Stock are repurchased by or surrendered to
the Company in connection with any Award (whether or not such surrendered shares were acquired
pursuant to any Award), or if any shares are withheld by the Company, the shares subject to such
Award and the repurchased, surrendered and withheld shares shall thereafter not be taken into
account for purposes of this clause (ii) and shall be available for further Awards under the Plan.
Notwithstanding the foregoing, no more than an aggregate of 5,000,000 shares of Common Stock may be
issued pursuant to incentive stock options intended to qualify under section 422 of the Code. The
number of shares issuable pursuant to Awards under the Plan as described in this Section 4 shall be
reserved by the Company and subject to adjustments as provided in Section 7(d) of the Plan.




     In addition, subject to adjustments as provided in Section 7(d) of the Plan, the maximum
number of shares of Common Stock subject to Awards of any combination that may be granted during
any one fiscal year of the Company to any one individual under this Plan shall be limited to
5,200,000 shares. Such per-individual limit shall not be adjusted to effect a restoration of
shares of Common Stock with respect to which the related Award is terminated, surrendered or
canceled.



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5. Participation. Participation in the Plan shall be open to all employees, officers, and
directors of, and other individuals providing bona fide services to or for, the Company, or of any
Affiliate of the Company, as may be selected by the Administrator from time to time. The
Administrator may also grant Awards to individuals in connection with hiring, retention or
otherwise, prior to the date the individual first performs services for the Company or an
Affiliate, provided that such Awards shall not become vested or exercisable, and no shares shall be
issued to such individual, prior to the date the individual first commences performance of such
services.



6. Awards. The Administrator, in its sole discretion, establishes the terms of all Awards granted
under the Plan. Awards may be granted individually or in tandem with other types of Awards,
concurrently with or with respect to outstanding Awards. All Awards are subject to the terms and
conditions provided in the Grant Agreement. The Administrator may permit or require a recipient of
an Award to defer such individual’s receipt of the payment of cash or the delivery of Common Stock
that would otherwise be due to such individual by virtue of the exercise of, payment of, or lapse
or waiver of restrictions respecting, any Award. If any such payment deferral is required or
permitted, the Administrator shall, in its sole discretion, establish rules and procedures for such
payment deferrals.




     (a) Stock Options. The Administrator may from time to time grant to eligible participants
Awards of incentive stock options as that term is defined in Code section 422 or nonstatutory stock
options; provided, however, that Awards of incentive stock options shall be limited
to employees of the Company or of any current or hereafter existing “parent corporation” or
“subsidiary corporation,” as defined in Code sections 424(e) and (f), respectively, of the Company
and any other individuals who are eligible to receive incentive stock options under the provisions
of Code section 422. Options intended to qualify as incentive stock options under Code section 422
must have an exercise price at least equal to Fair Market Value as of the date of grant, but
nonstatutory stock options may be granted with an exercise price less than Fair Market Value. No
stock option shall be an incentive stock option unless so designated by the Administrator at the
time of grant or in the Grant Agreement evidencing such stock option.



     (b) Stock Appreciation Rights. The Administrator may from time to time grant to eligible
participants Awards of Stock Appreciation Rights (“SAR”). A SAR entitles the grantee to receive,
subject to the provisions of the Plan and the Grant Agreement, a payment having an aggregate value
equal to the product of (i) the excess of (A) the Fair Market Value on the exercise date of one
share of Common Stock over (B) the base price per share specified in the Grant Agreement, times
(ii) the number of shares specified by the SAR, or portion thereof, which is exercised. The base
price per share specified in the Grant Agreement shall not be less than the lower of the Fair
Market Value on the grant date or the exercise price of any tandem stock option Award to which the
SAR is related. Payment by the Company of the amount receivable upon any exercise of a SAR may be
made by the delivery of Common Stock or cash, or any combination of Common Stock and cash, as
determined in the sole discretion of the Administrator. If upon settlement of the exercise of a
SAR a grantee is to receive a portion of such payment in shares of Common Stock, the number of
shares shall be determined by dividing such portion by the Fair Market Value of a share of Common
Stock on the exercise date. No fractional shares shall be used for such payment and the
Administrator shall determine whether



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cash shall be given in lieu of such fractional shares or
whether such fractional shares shall be eliminated.




     (c) Stock Awards. The Administrator may from time to time grant restricted or unrestricted
stock Awards to eligible participants in such amounts, on such terms and conditions, and for such
consideration, including no consideration or such minimum consideration as may be required by law,
as it shall determine. A stock Award may be paid in Common Stock, in cash, or in a combination of
Common Stock and cash, as determined in the sole discretion of the Administrator.



     (d) Phantom Stock. The Administrator may from time to time grant Awards to eligible
participants denominated in stock-equivalent units (“phantom stock”) in such amounts and on such
terms and conditions as it shall determine. Phantom stock units granted to a participant shall be
credited to a bookkeeping reserve account solely for accounting purposes and shall not require a
segregation of any of the Company’s assets. An Award of phantom stock may be settled in Common
Stock, in cash, or in a combination of Common Stock and cash, as determined in the sole discretion
of the Administrator. Except as otherwise provided in the applicable Grant Agreement, the grantee
shall not have the rights of a stockholder with respect to any shares of Common Stock represented
by a phantom stock unit solely as a result of the grant of a phantom stock unit to the grantee.



     (e) Performance Awards. The Administrator may, in its discretion, grant performance awards
which become payable on account of attainment of one or more performance goals established by the
Administrator. Performance awards may be paid by the delivery of Common Stock or cash, or any
combination of Common Stock and cash, as determined in the sole discretion of the Administrator.
Performance goals established by the Administrator may be based on the Company’s or an Affiliate’s
operating income or one or more other business criteria selected by the Administrator that apply to
an individual or group of individuals, a business unit, or the Company or an Affiliate as a whole,
over such performance period as the Administrator may designate.



     (f) Other Stock-Based Awards. The Administrator may from time to time grant other stock-based
awards to eligible participants in such amounts, on such terms and conditions, and for such
consideration, including no consideration or such minimum consideration as may be required by law,
as it shall determine. Other stock-based awards may be denominated in cash, in Common Stock or
other securities, in stock-equivalent units, in stock appreciation units, in securities or
debentures convertible into Common Stock, or in any combination of the foregoing and may be paid in
Common Stock or other securities, in cash, or in a combination of Common Stock or other securities
and cash, all as determined in the sole discretion of the Administrator.



7. Miscellaneous




     (a) Withholding of Taxes. Grantees and holders of Awards shall pay to the Company or its
Affiliate, or make provision satisfactory to the Administrator for payment of, any taxes required
to be withheld in respect of Awards under the Plan no later than the date of the event



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creating the
tax liability. The Company or its Affiliate may, to the extent permitted by law, deduct any such
tax obligations from any payment of any kind otherwise due to the grantee or holder of an Award.
In the event that payment to the Company or its Affiliate of such tax obligations is made in shares
of Common Stock, such shares shall be valued at Fair Market Value on the applicable date for such
purposes and shall not exceed in amount the minimum statutory tax withholding obligation.




     (b) Loans. To the extent otherwise permitted by law, the Company or its Affiliate may make or
guarantee loans to grantees to assist grantees in exercising Awards and satisfying any withholding
tax obligations.



     (c) Transferability. Except as otherwise determined by the Administrator, and in any event in
the case of an incentive stock option or a stock appreciation right granted with respect to an
incentive stock option, no Award granted under the Plan shall be transferable by a grantee
otherwise than by will or the laws of descent and distribution. Unless otherwise determined by the
Administrator in accord with the provisions of the immediately preceding sentence, an Award may be
exercised during the lifetime of the grantee, only by the grantee or, during the period the grantee
is under a legal disability, by the grantee’s guardian or legal representative.



     (d) Adjustments for Corporate Transactions and Other Events.



          (i) Stock Dividend, Stock Split and Reverse Stock Split. In the event of a stock dividend of,
or stock split or reverse stock split affecting, the Common Stock, (A) the maximum number of shares
of such Common Stock as to which Awards may be granted under this Plan as provided in Section 4 of
the Plan, and (B) the number of shares covered by and the exercise price and other terms of
outstanding Awards, shall, without further action of the Board, be adjusted to reflect such event
unless the Board determines, at the time it approves such stock dividend, stock split or reverse
stock split, that no such adjustment shall be made. The Administrator may make adjustments, in its
discretion, to address the treatment of fractional shares and fractional cents that arise with
respect to outstanding Awards as a result of the stock dividend, stock split or reverse stock
split.




          (ii) Non-Change in Control Transactions. Except with respect to the transactions set forth in
Section 7(d)(i), in the event of any change affecting the Common Stock, the Company or its
capitalization, by reason of a spin-off, split-up, dividend, recapitalization, merger,
consolidation or share exchange, other than any such change that is part of a transaction resulting
in a Change in Control of the Company, the Administrator, in its discretion and without the consent
of the holders of the Awards, may make (A) appropriate adjustments to the maximum number and kind
of shares reserved for issuance or with respect to which Awards may be granted under the Plan as
provided in Section 4 of the Plan; and (B) any adjustments in outstanding Awards, including but not
limited to modifying the number, kind and price of securities subject to Awards.




          (iii) Change in Control Transactions. In the event of any transaction resulting in a Change
in Control of the Company, outstanding stock options and other Awards that are




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payable in or
convertible into Common Stock under this Plan will terminate upon the effective time of such Change
in Control unless provision is made in connection with the transaction for the continuation or
assumption of such Awards by, or for the substitution of the equivalent awards of, the surviving or
successor entity or a parent thereof. In the event of such termination, (A) the outstanding stock
options and other Awards that will terminate upon the effective time of the Change in Control shall
become fully vested immediately before the effective time of the Change in Control, and (B) the
holders of stock options and other Awards under the Plan will be permitted, immediately before the
Change in Control, to exercise or convert all portions of such stock options or other Awards under
the Plan that are then exercisable or convertible or which become exercisable or convertible upon
or prior to the effective time of the Change in Control. If, immediately before the Change in
Control, no stock of the Company is readily tradeable on an established securities market or
otherwise, and the vesting of an Award or Awards pursuant to this Section 7(d)(iii) would be
treated as a “parachute payment” (as defined in section 280G of the Code), then such Award or
Awards shall not vest unless the requirements of the shareholder approval exemption of section
280G(b)(5) of the Code have been satisfied with respect to such Award or Awards.




          (iv) Unusual or Nonrecurring Events. The Administrator is authorized to make, in its
discretion and without the consent of holders of Awards, adjustments in the terms and conditions
of, and the criteria included in, Awards in recognition of unusual or nonrecurring events affecting
the Company, or the financial statements of the Company or any Affiliate, or of changes in
applicable laws, regulations, or accounting principles, whenever the Administrator determines that
such adjustments are appropriate in order to prevent dilution or enlargement of the benefits or
potential benefits intended to be made available under the Plan.




     (e) Substitution of Awards in Mergers and Acquisitions. Awards may be granted under the Plan
from time to time in substitution for awards held by employees, officers, consultants or directors
of entities who become or are about to become employees, officers, consultants or directors of the
Company or an Affiliate as the result of a merger or consolidation of the employing entity with the
Company or an Affiliate, or the acquisition by the Company or an Affiliate of the assets or stock
of the employing entity. The terms and conditions of any substitute Awards so granted may vary
from the terms and conditions set forth herein to the extent that the Administrator deems
appropriate at the time of grant to conform the substitute Awards to the provisions of the awards
for which they are substituted.



     (f) Other Agreements. As a condition precedent to the grant of any Award under the Plan, the
exercise pursuant to such an Award, or to the delivery of certificates for shares issued pursuant
to any Award, the Administrator may require the grantee or the grantee’s successor or permitted
transferee, as the case may be, to become a party to a stock restriction agreement regarding the
Common Stock of the Company in such form(s) as the Administrator may determine from time to time.



     (g) Termination, Amendment and Modification of the Plan. The Board may terminate, amend or
modify the Plan or any portion thereof at any time. Except as otherwise determined by the Board,
termination of the Plan shall not affect the Administrator’s ability to



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exercise the powers granted
to it hereunder with respect to Awards granted under the Plan prior to the date of such
termination.




     (h) Non-Guarantee of Employment or Service. Nothing in the Plan or in any Grant Agreement
thereunder shall confer any right on an individual to continue in the service of the Company or
shall interfere in any way with the right of the Company to terminate such service at any time with
or without cause or notice and whether or not such termination results in (i) the failure of any
Award to vest; (ii) the forfeiture of any unvested or vested portion of any Award; and/or (iii) any
other adverse effect on the individual’s interests under the Plan.



     (i) Compliance with Securities Laws; Listing and Registration. If at any time the
Administrator determines that the delivery of Common Stock under the Plan is or may be unlawful
under the laws of any applicable jurisdiction, or Federal, state or foreign securities laws, the
right to exercise an Award or receive shares of Common Stock pursuant to an Award shall be
suspended until the Administrator determines that such delivery is lawful. The Company shall have
no obligation to effect any registration or qualification of the Common Stock under Federal, state
or foreign laws.



     (j) The Company may require that a grantee, as a condition to exercise of an Award, and as a
condition to the delivery of any share certificate, make such written representations (including
representations to the effect that such person will not dispose of the Common Stock so acquired in
violation of Federal, state or foreign securities laws) and furnish such information as may, in the
opinion of counsel for the Company, be appropriate to permit the Company to issue the Common Stock
in compliance with applicable Federal, state or foreign securities laws. The stock certificates
for any shares of Common Stock issued pursuant to this Plan may bear a legend restricting
transferability of the shares of Common Stock unless such shares are registered or an exemption
from registration is available under the Securities Act of 1933, as amended, and applicable state
or foreign securities laws.



     (j) No Trust or Fund Created. Neither the Plan nor any Award shall create or be construed to
create a trust or separate fund of any kind or a fiduciary relationship between the Company and a
grantee or any other person. To the extent that any grantee or other person acquires a right to
receive payments from the Company pursuant to an Award, such right shall be no greater than the
right of any unsecured general creditor of the Company.



     (k) Governing Law. The validity, construction and effect of the Plan, of Grant Agreements
entered into pursuant to the Plan, and of any rules, regulations, determinations or decisions made
by the Administrator relating to the Plan or such Grant Agreements, and the rights of any and all
persons having or claiming to have any interest therein or thereunder, shall be determined
exclusively in accordance with applicable federal laws and the laws of the State of Delaware
without regard to its conflict of laws principles.



     (l) Effective Date; Termination Date. The Plan is effective as of the date on which the Plan
is adopted by the Board, subject to approval of the stockholders within twelve months before or
after such date. No Award shall be granted under the Plan after the close of business on



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the day
immediately preceding the tenth anniversary of the effective date of the Plan, or if earlier, the
tenth anniversary of the date this Plan is approved by the stockholders. Subject to other
applicable provisions of the Plan, all Awards made under the Plan prior to such termination of the
Plan shall remain in effect until such Awards have been satisfied or terminated in accordance with
the Plan and the terms of such Awards.




PLAN APPROVAL




Date Approved by the Board: May 6, 2005




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APPENDIX A


PROVISIONS FOR CALIFORNIA RESIDENTS



With respect to Awards granted to California residents prior to a public offering of capital stock
of the Company that is effected pursuant to a registration statement filed with, and declared
effective by, the Securities and Exchange Commission under the Securities Act of 1933, as amended,
and only to the extent required by applicable law, the following provisions shall apply
notwithstanding anything in the Plan or a Grant Agreement to the contrary:




     1. Stock appreciation rights Awards under Section 6(b) of the Plan or phantom stock Awards
under Section 6(d) of the Plan, which may be settled in shares of Company stock, shall not be
issued to California residents.



     2. With respect to any Award granted in the form of a stock option pursuant to Section 6(a) of
the Plan:



          (a) The Award shall provide an exercise price which is not less than 85% of the Fair Market
Value of the underlying security at the time the option is granted, except that the price shall be
not less than 110% of the Fair Market Value in the case of any person who owns securities
possessing more than 10% of the total combined voting power (as defined in Section 194.5 of the
California Corporations Code) of all classes of securities of the issuer or its parent or
subsidiaries possessing voting power.




          (b) The exercise period shall be no more than 120 months from the date the option is granted.




          (c) The options shall be non-transferable other than by will, by the laws of descent and
distribution, or, if and to the extent permitted under the Grant Agreement, as permitted by Rule
701 of the Securities Act of 1933, as amended (17 C.F.R. 230.701).




          (d) The Award recipient shall have the right to exercise at the rate of at least 20% per year
over 5 years from the date the option is granted, subject to reasonable conditions such as
continued employment. However, in the case of an option granted to officers, directors, managers
or consultants of the Company or the issuer of the underlying security or any of its affiliates,
the option may become fully exercisable, subject to reasonable conditions such as continued
employment, at any time or during any period established by the issuer of the option or the issuer
of the underlying security or any of its affiliates.




          (e) Unless employment is terminated for “cause” as defined by applicable law, the terms of the
Plan or Grant Agreement, or a contract of employment, the right to exercise the option in the event
of termination of employment, to the extent that the Award recipient is entitled to exercise on the
date employment terminates, will be as follows:




               (1) At least 6 months from the date of termination if termination was caused by death or
disability.



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               (2) At least 30 days from the date of termination if termination was caused by other than
death or disability.



     3. With respect to an Award, granted pursuant to Section 6(c) of the Plan, that provides the
Award recipient the right to purchase stock:



          (a) The Award shall provide a purchase price which is not less than 85% of the Fair Market
Value of the security at the time the Award recipient is granted the right to purchase securities
under the Grant Agreement, or at the time the purchase is consummated; or, not less than 100% of
the Fair Market Value of the security either at the time the Award recipient is granted the right
to purchase securities under the Grant Agreement, or at the time the purchase is consummated, in
the case of any person who owns securities possessing more than 10% of the total combined voting
power (as defined in Section 194.5 of the California Corporations Code) of all classes of
securities of the issuer or its parent or subsidiaries possessing voting power.




          (b) The Award shall be non-transferable other than by will, by the laws of descent and
distribution, or, if and to the extent permitted under the Grant Agreement, as permitted by Rule
701 of the Securities Act of 1933, as amended (17 C.F.R. 230.701).




     4. The Plan shall have a termination date of not more than 10 years from the date the Plan is
adopted by the Board or the date the Plan is approved by the security holders, whichever is
earlier.



     5. Security holders representing a majority of the Company’s outstanding securities entitled
to vote must approve the Plan within 12 months before or after the date the Plan is adopted. Any
option exercised or any securities purchased before security holder approval is obtained must be
rescinded if security holder approval is not obtained within 12 months before or after the Plan is
adopted. Such securities shall not be counted in determining whether such approval is obtained.



     6. At the discretion of the Administrator, the Company may reserve to itself and/or its
assignee(s) in the Grant Agreement or any applicable stock restriction agreement a right to
repurchase securities held by an Award recipient upon such Award recipient’s termination of
employment at any time within 90 days after such Award recipient’s termination date (or in the case
of securities issued upon exercise of an option after the termination date, within 90 days after
the date of such exercise) for cash or cancellation of purchase money indebtedness, at:



          (a) no less than the Fair Market Value of such securities as of the date of the Award
recipient’s termination of employment, provided, that such right to repurchase securities
terminates when the Company’s securities have become publicly traded; or




          (b) the Award recipient’s original purchase price, provided, that such right to
repurchase securities at the original purchase price lapses at the rate of at least 20% of the
securities per year over 5 years from the date the option is granted (without respect to the date
the option was exercised or became exercisable).



The securities held by an officer, director, manager or consultant of the Company or an affiliate
may be subject to additional or greater restrictions.




2005 Stock Incentive Plan v03

Adopted by the Board of Directors May 6, 2005



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     7. The Company will provide financial statements to each Award recipient annually during the
period such individual has Awards outstanding, or as otherwise required under Section 260.140.46 of
Title 10 of the California Code of Regulations. Notwithstanding the foregoing, the Company will
not be required to provide such financial statements to Award recipients when issuance is limited
to key employees whose services in connection with the Company assure them access to equivalent
information.



     8. The Company will comply with Section 260.140.1 of Title 10 of the California Code of
Regulations with respect to the voting rights of Common Stock and similar equity securities.



     9. The Plan is intended to comply with Section 25102(o) of the California Corporations Code.
Any provision of this Plan which is inconsistent with Section 25102(o), including without
limitation any provision of this Plan that is more restrictive than would be permitted by Section
25102(o) as amended from time to time, shall, without further act or amendment by the Board, be
reformed to comply with the provisions of Section 25102(o). If at any time the Administrator
determines that the delivery of Common Stock under the Plan is or may be unlawful under the laws of
any applicable jurisdiction, or federal or state securities laws, the right to exercise an Award or
receive shares of Common Stock pursuant to an Award shall be suspended until the Administrator
determines that such delivery is lawful. The Company shall have no obligation to effect any
registration or qualification of the Common Stock under federal or state laws.



2005 Stock Incentive Plan v03

Adopted by the Board of Directors May 6, 2005




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