Exhibit 10.22   GFI GROUP INC. 2008 EQUITY INCENTIVE PLAN  ARTICLE I EFFECTIVE DATE AND PURPOSE  1.1Effective
Date.  The Plan, as adopted by
the Board of Directors of GFI Group Inc. (the Company) on April 23,
2008 shall be known as the GFI Group Inc. 2008 Equity Incentive Plan, and
shall be effective as of June 11, 2008 (the Effective Date), subject to the approval of the Plan by the
shareholders of the Company within 12 months of the Effective Date in
accordance with Sections 422 of the Code.  1.2Purpose of
the Plan.  The Plan is
intended to further the growth and profitability of the Company by increasing
incentives and encouraging Share ownership on the part of the Employees,
Independent Contractors and Members of the Board of the Company and its Subsidiaries
and Affiliates. The Plan is intended to permit the grant of Awards that
constitute Incentive Stock Options, Non-Qualified Stock Options, Stock
Appreciation Rights, Restricted Stock, Restricted Stock Units and Other Stock
Awards.  ARTICLE II DEFINITIONS  The following
words and phrases shall have the following meanings unless a different meaning
is plainly required by the context:  1934 Act means the Securities Exchange
Act of 1934, as amended. Reference to a specific section of the 1934 Act or
regulation thereunder shall include such section or regulation, any valid
regulation or interpretation promulgated under such section, and any comparable
provision of any future legislation or regulation amending, supplementing or
superseding such section or regulation.  Affiliate means any corporation or any other entity
(including, but not limited to, partnerships and joint ventures) directly or
indirectly controlled by the Company.  Award means, individually or collectively, a grant under
the Plan of Non-Qualified Stock Options, Incentive Stock Options, Stock
Appreciation Rights, Restricted Stock, Restricted Stock Units or Other Stock
Awards.  Award Agreement
means the written agreement setting forth the terms and conditions applicable
to an Award.  Base Price
means the price at which a SAR may be exercised with respect to a Share.  1


Board means the Companys Board of
Directors, as constituted from time to time.  Change-in-Control
means the first (and only the first) to occur of the following:  (a)   any person (as such term
is used in Sections 3(a)(9) and 13(d) of the Exchange Act) or group
(as such term is used in Section 14(d)(2) of the Exchange Act) is or
becomes a beneficial owner (as such term is used in Rule 13d-3
promulgated under the Exchange Act) of 50% or more of the Voting Stock of the
Company other than pursuant to a Corporate Transaction (as defined below) that
does not constitute a Change-in-Control under clause (e), below; provided
that this clause (a) shall not apply with respect to a stockholder of
the Company who beneficially owns more than 25% of the Voting Stock of the
Company on the effective date of the Agreement;  (b)   all or substantially all of
the assets or business of the Company are disposed of pursuant to a merger,
consolidation or other transaction unless the stockholders of the Company
immediately prior to such merger, consolidation or other transaction
beneficially own, directly or indirectly, in substantially the same proportion
as they owned the Voting Stock of the Company, substantially all of the voting
stock or other ownership interests of the entity or entities, if any, that
succeed to the business of the Company;  (c)   a majority of the Board
consists of individuals other than Incumbent Directors, which term means the
members of the Board on the effective date of the Agreement or, if any such
individual is no longer a member of the Board, any successor to any such
individual (or to any successor to any such individual) if the election or
nomination for election of such individual or successor was supported by a
majority of the directors who then comprised the Incumbent Directors;  (d)   the Company adopts any plan
of liquidation providing for the distribution of all or substantially all of
its assets if such plan of liquidation will result in the winding-up of the
business of the Company;  (e)   the consummation of any
merger, consolidation or other similar corporate transaction (a Corporate
Transaction) unless, immediately after such transaction, the stockholders of
the Company immediately prior to the transaction own, directly or indirectly,
in substantially the same proportion as they owned the Voting Stock of the
Company prior to such transaction, more than 50% of the Voting Stock of the
Company (or the company surviving any such transaction involving the Company or
the ultimate parent company of the Company or such surviving company, as
applicable, if the Company or such surviving company is a subsidiary of  2


another
entity), (there being excluded from the number of shares held by such
stockholders, but not from the Voting Stock of the combined company, any shares
received by affiliates of such other company in exchange for stock of such
other company); or  For purposes
of this Change-in-Control definition, the Company shall include any entity
that succeeds to all or substantially all of the business of the Company and Voting
Stock shall mean securities of any class or classes having general voting
power under ordinary circumstances, in the absence of contingencies, to elect
the directors of a corporation.  Code means the Internal Revenue Code of 1986, as amended.
Reference to a specific section of the Code or regulation thereunder shall
include such section or regulation, any valid regulation or other guidance
promulgated under such section, and any comparable provision of any future
legislation or regulation amending, supplementing or superseding such section
or regulation.  Committee means the committee of the Board described in Article 3.  Employee means an employee of the Company, a Related
Company, or a Subsidiary (each an Employer)
designated by the Committee.  Exercise Price means the price at which a
Share subject to an Option may be purchased upon the exercise of the Option.  Fair Market Value
means, except as otherwise specified in a particular Award Agreement, (a) while
the Shares are readily traded on an established national or regional securities
exchange, the last reported sales price transaction price of such a Share as
reported by the principal exchange on which such Shares are traded on the date
as of which such value is being determined or, if there were no reported
transaction for such date, the closing sales price as reported by the exchange
for the first trading date preceding the date by which such value is being
determined for which a transaction was reported, (b) if the Shares are not
readily traded on an established national or regional securities exchange, the
average of the bid and ask prices for such a Share on the date as of which such
value is being determined, where quoted for such Shares, or (c) if Fair
Market Value cannot be determined under clause (a) or clause (b) above,
or if the Committee determines in its sole discretion that the Shares are too
thinly traded for Fair Market Value to be determined pursuant to clause (a) or
clause (b), the value as determined by the Committee, in its sole
discretion, on a good faith basis.  GrantDate means the
date that the Award is granted.  Immediate Family
means the Participants children, stepchildren, grandchildren, parents,
stepparents, grandparents, spouse, siblings (including half-brothers and
half-sisters), in-laws (including all such relationships arising  3


because of legal adoption) and
any other person required under applicable law to be accorded a status
identical to any of the foregoing.  Incentive Stock Option
means an Option that is designated as an Incentive Stock Option and is intended
by the Committee to meet the requirements of Section 422 of the Code.Independent Contractor means a person
employed by the Company, a Related Company or a Subsidiary for a specific task,
study or project who is not an Employee.  Member of the Board
means an individual who is a member of the Board or of the board of directors
of a Related Company or a Subsidiary.  Non-Qualified Stock
Option means an Option that is not an Incentive Stock Option.  Option means an option to purchase Shares granted pursuant
to Article 5.  Other Stock Award
means an Award granted pursuant to Article 8 to receive Shares on the
terms specified in any applicable Award Agreement.  Participant means an Employee, Independent Contractor or
Member of the Board with respect to whom an Award has been granted and remains
outstanding.  Performance Goals
means goals established by the Committee as contingencies for Awards to vest
and/or become exercisable or distributable.  Performance Period
means the designated period during which the Performance Goals must be
satisfied with respect to the Award to which the Performance Goals relate.  Period of Restriction
means the period during which Restricted Stock or an RSU is subject to
forfeiture and/or restrictions on transferability.  Plan means this GFI Group Inc. 2008
Equity Incentive Plan, as set forth in this instrument and as hereafter amended
from time to time.  Related Company
means any person or entity that would be considered a single employer with the
Company under Section 414(b) or (c) of the Code if the language at
least 80 percent as used in connection with the application of these
provisions were replaced by at least 50%.  RestrictedStock
means a Stock Award granted pursuant to Article 6 under which the Shares
are subject to forfeiture upon such terms and conditions as specified in the
relevant Award Agreement.  Restricted Stock Unit
or RSU means a Stock Award
granted pursuant to Article 6 subject to a period or periods of time after
which the Participant  4


will receive Shares if the
conditions contained in such Stock Award have been met.  Rule16b-3 means Rule 16b-3
promulgated under the 1934 Act, as amended, and any future regulation amending,
supplementing or superseding such regulation.  Share means the Companys Common Stock,
par value $0.01 per share, or any security issued by the Company or any
successor in exchange or in substitution therefor.  Stock AppreciationRight
or SAR means an Award granted
pursuant to Article 7, granted alone or in tandem with a related Option
which is designated by the Committee as an SAR.  Stock Award means an Award of Restricted
Stock or an RSU pursuant to Article 6.  Subsidiary(ies) means any corporation
(other than the Company) in an unbroken chain of corporations, including and
beginning with the Company, if each of such corporations, other than the last
corporation in the unbroken chain, owns, directly or indirectly, more than
fifty percent (50%) of the voting stock in one of the other corporations in
such chain.  Ten Percent Holder means an Employee
(together with persons whose stock ownership is attributed to the Employee
pursuant to Section 424(d) of the Code) who, at the time an Option is
granted, owns stock representing more than ten percent of the voting power of
all classes of stock of the Company.  ARTICLE III ADMINISTRATION  3.1The
Committee.  The Plan shall be
administered by the Compensation Committee of the Board. It is intended that
each member of the Committee shall qualify as (a) a non-employee director
under Rule 16b-3, (b) an outside director under Section 162(m) of
the Code and (c) an independent director under the rules of any
national securities exchange or national securities association, as applicable.
If it is later determined that one or more members of the Committee do not so
qualify, actions taken by the Committee prior to such determination shall be valid
despite such failure to qualify.  Reference to
the Committee shall refer to the Board if the Compensation Committee ceases to
exist and the Board does not appoint a successor Committee.  3.2Authority and
Action of the Committee.  It
shall be the duty of the Committee to administer the Plan in accordance with
the Plans provisions.  5


The Committee shall have all
powers and discretion necessary or appropriate to administer the Plan and to
control its operation, including, but not limited to, the power to (a) determine
which Employees, Independent Contractors and Members of the Board shall be
eligible to receive Awards and to grant Awards, (b) prescribe the form,
amount, timing and other terms and conditions of each Award, (c) interpret
the Plan and the Award Agreements, (d) adopt such procedures as it deems
necessary or appropriate to permit participation in the Plan by eligible
Employees, Independent Contractors and Members of the Board, (e) adopt
such rules as it deems necessary or appropriate for the administration,
interpretation and application of the Plan, (f) interpret, amend or revoke
any such procedures or rules, (g) correct any technical defect(s) or
technical omission(s), or reconcile any technical inconsistency(ies), in the
Plan and/or any Award Agreement, (h) accelerate the vesting or payment of
any award, (i) extend the period during which an Option may be
exercisable, and (j) make all other decisions and determinations that may
be required pursuant to the Plan and/or any Award Agreement or as the Committee
deems necessary or advisable to administer the Plan.  Notwithstanding
anything to the contrary contained herein, the Committee may grant Awards to an
individual who has been extended an offer of employment by the Company, a
Related Company, or a Subsidiary; provided that any such Award shall be subject
to forfeiture if such individual does not commence employment by a date
established by the Committee.  The acts of
the Committee shall be either (i) acts of a majority of the members of the
Committee present at any meeting at which a quorum is present or (ii) acts
approved in writing by all of the members of the Committee without a meeting. A
majority of the Committee shall constitute a quorum. The Committees
determinations under the Plan need not be uniform and may be made selectively
among Participants, whether or not such Participants are similarly situated.
Each member of the Committee is entitled to, in good faith, rely or act upon
any report or other information furnished to that member by any Employee of the
Company or any of its Subsidiaries or Affiliates, the Companys independent
certified public accountants or any executive compensation consultant or other
professional retained by the Company to assist in the administration of the
Plan.  The Company
shall effect the granting of Awards under the Plan, in accordance with the
determinations made by the Committee, by execution of written agreements and/or
other instruments in such form as is approved by the Committee.  Awards granted
under the Plan may, in the discretion of the Committee, be granted either alone
or in addition to, in tandem with, or in substitution or exchange for, any
other Award or any award granted under another plan of the  6


Company, any subsidiary, or any
business entity to be acquired by the Company or a subsidiary, or any other
right of a Participant to receive payment from the Company or any subsidiary;
provided, however, that no substitution or exchange of an outstanding Award
shall result in the reduction of the exercise price of any outstanding Option,
Base Price of any outstanding SAR, or purchase price of any other outstanding
Award conferring a right to purchase Stock to an amount less than the Fair
Market Value of a share at the date of grant of such outstanding Award.  3.3Delegation by
the Committee.  The Committee
in its sole discretion and on such terms and conditions as it may provide may
delegate all or any part of its authority and powers under the Plan to one or
more Members of the Board of the Company and/or officers of the Company;
provided, however, that the Committee may not delegate its authority or power
with respect to (a) the selection for participation in this Plan of an
officer or other person subject to Section 16 of the 1934 Act or decisions
concerning the timing, pricing or amount of an Award to such an officer or
person or (b) any Award granted to a covered employee (within the
meaning of Section 162(m) of the Code) that is intended to satisfy
the requirements applicable to qualified performance-based compensation under
Section 162(m) of the Code.  3.4Decisions
Binding.  All determinations,
decisions and interpretations of the Committee, the Board, and any delegate of
the Committee pursuant to the provisions of the Plan or any Award Agreement
shall be final, conclusive, and binding on all persons, and shall be given the
maximum deference permitted by law.  3.5Performance
Goals.  The Committee shall
have the authority to grant Awards under this Plan that are contingent upon the
achievement of Performance Goals. Such Performance Goals are to be specified in
the relevant Award Agreement and may be based on any of the following
performance criteria, either alone or in any combination, on either a
consolidated or business unit or divisional level, and which shall include or
exclude discontinued operations, acquisition expenses and restructuring
expenses and/or other one-time or extraordinary items of income, revenue or
expense as the Committee may determine: level of revenues, earnings per share,
income before cumulative effect of accounting changes, net income, return on
assets, return on equity, return on capital employed, total stockholder return,
market valuation, stock price, cash flow, completion of acquisitions, business
expansion and product diversification. The foregoing criteria shall have any
reasonable definitions that the Committee may specify, which may include or
exclude any or all of the following items: extraordinary, unusual or
non-recurring items; effects of accounting changes; effects of currency
fluctuations; effects of financing activities (e.g., effect on earnings
per share of issuing convertible debt securities); expenses for restructuring,
new business initiatives; non-operating items; acquisition expenses; and
effects of  7


divestitures. Any such
performance criterion or combination of such criteria may apply to the
participants award opportunity in its entirety or to any designated portion or
portions of the award opportunity, as the Committee may specify.  ARTICLE IV SHARES SUBJECT TO THE PLAN  4.1Number of
Shares.  Subject to adjustment
as provided in Section 9.13, the number of Shares available for grants of
Awards under the Plan shall be the sum of (a) 8,250,000 Shares plus (b) the
number of Shares subject to awards granted under the 2004 Equity Incentive Plan
that thereafter would meet the requirements of Section 4.2 if such awards
had been granted under this Plan. Shares awarded under the Plan may be either
authorized but unissued Shares, authorized and issued Shares reacquired and
held as treasury Shares or a combination thereof. To the extent permitted by
applicable law or exchange rules, Shares issued in assumption of, or in
substitution for, any outstanding awards of any entity acquired in any form of
combination by the Company or any Subsidiary or Affiliate shall not reduce the
Shares available for grants of Awards under this Section 4.1. The maximum
number of shares with respect to which Incentive Stock Options may be granted
shall be 5,000,000.  4.2Lapsed
Awards.  To the extent that
Shares subject to an outstanding Option (except to the extent Shares are issued
or delivered by the Company in connection with the exercise of a tandem SAR) or
other Award are not issued or delivered by reason of (i) the expiration,
cancellation, forfeiture or other termination of such Award, (ii) the
withholding of such Shares in satisfaction of applicable federal, state or
local taxes or (iii) of the settlement of all or a portion of such Award
in cash, then such Shares shall again be available under this Plan.  ARTICLE V STOCK OPTIONS  5.1Grant of
Options.  Subject to the
provisions of the Plan, Options may be granted to Participants at such times,
and subject to such terms and conditions, as determined by the Committee in its
sole discretion. An Award of Options may include Incentive Stock Options,
Non-Qualified Stock Options, or a combination thereof; provided, however, that
an Incentive Stock Option may only be granted to an Employee of the Company or
a Subsidiary and no Incentive Stock Option shall be granted more than ten years
after the earlier of (i) the date this Plan is adopted by the Board or (ii) the
date this Plan is approved by the Companys shareholders.  5.2Award
Agreement.  Each Option shall
be evidenced by an Award Agreement that shall specify the Exercise Price, the
expiration date of the  8


Option, the number of Shares to
which the Option pertains, any conditions to the exercise of all or a portion
of the Option, and such other terms and conditions as the Committee, in its
discretion, shall determine. The Award Agreement pertaining to an Option shall
designate such Option as an Incentive Stock Option or a Non-Qualified Stock
Option. Notwithstanding any such designation, to the extent that the aggregate
Fair Market Value (determined as of the Grant Date) of Shares with respect to
which Options designated as Incentive Stock Options are exercisable for the
first time by a Participant during any calendar year (under this Plan or any
other plan of the Company, or any parent or subsidiary as defined in Section 424
of the Code) exceeds $100,000, such Options shall constitute Non-Qualified
Stock Options. For purposes of the preceding sentence, Incentive Stock Options
shall be taken into account in the order in which they are granted.  5.3Exercise
Price.  Subject to the other
provisions of this Section, the Exercise Price with respect to Shares subject
to an Option shall be determined by the Committee in its sole discretion;
provided, however, that the Exercise Price shall be not less than one hundred
percent (100%) of the Fair Market Value of a Share on the Grant Date; and
provided further, that the Exercise Price with respect to an Incentive Stock
Option granted to a Ten Percent Holder shall not be less than one hundred and
ten percent (110%) of the Fair Market Value of a Share on the Grant Date.  5.4Expiration
Dates.  Each Option shall
terminate not later than the expiration date specified in the Award Agreement
pertaining to such Option; provided, however, that the expiration date with
respect to an Option shall not be later than the tenth anniversary of its Grant
Date and the expiration date with respect to an Incentive Stock Option granted
to a Ten Percent Holder shall not be later than the fifth anniversary of its
Grant Date.  5.5Exercisability of Options. 
Subject to Section 5.4, Options granted under the Plan shall be
exercisable at such times, and shall be subject to such restrictions and
conditions, as the Committee shall determine in its sole discretion. The
exercise of an Option is contingent upon payment by the optionee of the amount
sufficient to pay all taxes required to be withheld by any governmental agency.
Such payment may be in any form approved by the Committee.  5.6Method of
Exercise.  Options shall be
exercised by the Participants delivery of a written notice of exercise to the
Secretary of the Company (or his or her designee), setting forth the number of
Shares with respect to which the Option is to be exercised, accompanied by full
payment of the Exercise Price with respect to each such Share and an amount
sufficient to pay all taxes required to be withheld by any governmental agency.
The Exercise Price shall be payable to the Company in full in cash or any
equivalent agreed to in advance by the Committee. The Committee, in its sole
discretion, also may permit exercise (a) by tendering previously acquired
Shares having an  9


aggregate Fair Market Value at
the time of exercise equal to the aggregate Exercise Price of the Shares with
respect to which the Option is to be exercised, or (b) by any other means
which the Committee, in its sole discretion, determines to both provide legal
consideration for the Shares, and to be consistent with the purposes of the
Plan. As soon as practicable after receipt of a written notification of
exercise and full payment for the Shares with respect to which the Option is
exercised, the Company shall deliver to the Participant Share certificates
(which may be in book entry form) for such Shares with respect to which the
Option is exercised.  5.7Restrictions
on Share Transferability. 
Incentive Stock Options are not transferable, except by will or the laws
of descent. The Committee may impose such additional restrictions on any Shares
acquired pursuant to the exercise of an Option as it may deem advisable,
including, but not limited to, restrictions related to applicable federal
securities laws, the requirements of any national securities exchange or system
upon which Shares are then listed or traded, or any blue sky or state securities
laws.  5.8Limit on
Individual Awards.  Subject to
adjustment as provided in Section 9.13, the maximum number of Shares with
respect to which Options and SARs may be granted during any year to any person
shall be 1,000,000 Shares.  ARTICLE VI STOCK AWARDS  6.1Grant of
Stock Awards.  Subject to the
provisions of the Plan, Stock Awards may be granted to such Participants at
such times, and subject to such terms and conditions, as determined by the
Committee in its sole discretion, including, without limitation, (a) restrictions
on the sale, assignment, transfer, hypothecation or other disposition of such
Stock Awards, (b) the requirement that the Participant deposit such shares
with the Company while such shares are subject to such restrictions, and (c) the
requirement that such shares be forfeited upon termination of employment or
service for any reason or for specified reasons within a specified period of
time (including, without limitation, the failure to achieve designated
performance goals).  6.2Stock Award
Agreement.  Each Stock Award
shall be evidenced by an Award Agreement that shall specify the number of
Shares or RSUs granted, the price, if any, to be paid for the Shares and the
Period of Restriction applicable to a Restricted Stock Award or RSU Award and
such other terms and conditions as the Committee, in its sole discretion, shall
determine. RSU awards shall be similar to Restricted Stock Awards except that
no shares of Common Stock are actually awarded to the Participant until the end
of the Period of Restriction, or as otherwise specified in the applicable Award
Agreement.  10


6.3Transferability/Share Certificates.  Shares subject to an Award of Restricted
Stock may not be sold, transferred, pledged, assigned, or otherwise alienated
or hypothecated during a Period of Restriction. During the Period of
Restriction, a Restricted Stock Award may be registered in the holders name or
a nominees name at the discretion of the Company and may bear a legend as
described in Section 6.4.2. Unless the Committee determines otherwise,
shares of Restricted Stock shall be held by the Company as escrow agent during
the applicable Period of Restriction, together with stock powers or other
instruments of assignment (including a power of attorney), each endorsed in
blank with a guarantee of signature if deemed necessary or appropriate by the
Company, which would permit transfer to the Company of all or a portion of the
Shares subject to the Restricted Stock Award in the event such Award is
forfeited in whole or part.  6.4Other
Restrictions.  The Committee,
in its sole discretion, may impose such other restrictions on Shares subject to
an Award of Restricted Stock as it may deem advisable or appropriate.  6.4.1General
Restrictions.  The Committee
may set restrictions based upon applicable federal or state securities laws, or
any other basis determined by the Committee in its discretion.  6.4.2Legend on
Certificates.  The Committee
shall legend the certificates representing Restricted Stock during the Period
of Restriction to give appropriate notice of such restrictions. For example,
the Committee may determine that some or all certificates representing Shares
of Restricted Stock shall bear the following legend:  THE
TRANSFERABILITY OF THIS CERTIFICATE AND THE SHARES OF STOCK REPRESENTED HEREBY
ARE SUBJECT TO THE TERMS AND CONDITIONS (INCLUDING, WITHOUT LIMITATION,
FORFEITURE EVENTS) CONTAINED IN THE GFI GROUP, INC. 2008 EQUITY INCENTIVE
PLAN AND AN AWARD AGREEMENT ENTERED INTO BETWEEN THE REGISTERED OWNER HEREOF
AND GFI GROUP, INC. COPIES OF SUCH PLAN AND AWARD AGREEMENT ARE ON FILE IN
THE OFFICE OF THE SECRETARY OF GFI GROUP, INC. [                        ] NEW YORK, NY [                        ]. GFI GROUP, INC.
WILL FURNISH TO THE RECORDHOLDER OF THE CERTIFICATE, WITHOUT CHARGE AND UPON
WRITTEN REQUEST AT ITS PRINCIPAL PLACE OF BUSINESS, A COPY OF SUCH PLAN AND
AWARD AGREEMENT. GFI GROUP, INC. RESERVES THE RIGHT TO REFUSE TO RECORD
THE TRANSFER OF THIS CERTIFICATE UNTIL ALL SUCH RESTRICTIONS ARE SATISFIED, ALL
SUCH TERMS ARE COMPLIED WITH AND ALL SUCH CONDITIONS ARE SATISFIED.  11


6.5Removal of
Restrictions/Payment of Restricted Stock Unit Grants.  Shares of Restricted Stock covered by a
Restricted Stock Award made under the Plan shall be released from escrow as
soon as practicable after the termination of the Period of Restriction and,
subject to the Companys right to require payment of any taxes, a certificate
or certificates evidencing ownership of the requisite number of Shares shall be
delivered to the Participant. Except as otherwise provided in this Section 6
or under applicable law, Restricted Stock Units shall be paid on such date and
in such form (e.g., cash, shares, or a combination of cash and shares) as
the Committee, in its sole discretion, shall determine.  6.6Voting
Rights.  During the Period of
Restriction, Participants holding Shares of Restricted Stock granted hereunder
may exercise full voting rights with respect to those Shares, unless otherwise
provided in the Award Agreement.  6.7Dividends and
Other Distributions.  During
the Period of Restriction, Participants holding shares of Restricted Stock
shall be entitled to receive all dividends and other distributions paid with
respect to such Shares unless otherwise provided in the Award Agreement. If any
such dividends or distributions are paid in Shares, the Shares shall be
deposited with the Company and shall be subject to the same restrictions on
transferability and forfeitability as the Shares of Restricted Stock with
respect to which they were paid. In connection with the grant of RSUs or other
Awards, the Committee may, in their sole discretion, grant dividend equivalent
rights, which shall represent the right to receive during the period the right
is outstanding any dividends paid or declared on a specified number of Shares.
If such dividend equivalent rights are granted, then the Committee shall
specify the terms and conditions (including the manner in which such rights
become vested and the form of payment(s) to be made with respect to such
rights) applicable to any such right in the applicable Award Agreement.  6.8Performance
Goals and Performance Periods. 
The Committee may grant Stock Awards that become earned if the
Participant achieves the applicable Performance Goals during and in respect of
the designated Performance Period. The Performance Goals and the Performance
Period shall be established by the Committee, in its sole discretion. The
Committee shall establish Performance Goals for each Performance Period prior
to, or as soon as practicable after, the commencement of such Performance
Period. The Committee shall also establish a schedule or schedules for the
Stock Awards setting forth the portion of the Award which will be earned or
forfeited based on the degree of achievement, or lack thereof, of the Performance
Goals at the end of the relevant Performance Period, as certified by the
Committee. The Performance Goals shall be defined as to their respective
components and meaning by the Committee (in its sole discretion). During any
Performance Period, the Committee shall have the authority to adjust the
Performance  12


Goals and/or the Performance
Period in such manner as the Committee, in its sole discretion, deems
appropriate at any time and from time to time, unless such adjustment causes a
Stock Award to no longer qualify as performance-based compensation under Code
section 162(m). The maximum number of Shares that may be awarded to any
person in any one year in the form of Stock Awards subject to Performance Goals
is 1,000,000.  ARTICLE VII STOCK APPRECIATION RIGHTS  7.1Grant of
SARs.  Subject to the
provisions of the Plan, SARs may be granted to such Participants at such times,
and subject to such terms and conditions, as shall be determined by the Committee
in its sole discretion; provided, however, that any tandem SAR (i.e., a
SAR granted in tandem with an Option) related to an Incentive Stock Option
shall be granted at the same time that such Incentive Stock Option is granted.  7.2Base Price
and Other Terms.  The
Committee, subject to the provisions of the Plan, shall have complete
discretion to determine the terms and conditions of SARs granted under the
Plan. Without limiting the foregoing, the Base Price with respect to Shares
subject to a tandem SAR shall be the same as the Exercise Price with respect to
the Shares subject to the related Option.  7.3SAR
Agreement.  Each SAR grant
shall be evidenced by an Award Agreement that shall specify the Base Price
(which shall not be less than one hundred percent (100%) of the Fair Market
Value of a Share on the Grant Date), the term of the SAR, the conditions of
exercise, and such other terms and conditions as the Committee, in its sole
discretion, shall determine.  7.4Expiration
Dates.  Each SAR shall
terminate no later than the tenth anniversary of its Grant Date; provided,
however, that the expiration date with respect to a tandem SAR shall not be
later than the expiration date of the related Option.  7.5Payment of
SAR Amount.  Unless otherwise
specified in the Award Agreement pertaining to a SAR, a SAR may be exercised (a) by
the Participants delivery of a written notice of exercise to the Secretary of
the Company (or his or her designee) setting forth the number of whole SARs
which are being exercised, (b) in the case of a tandem SAR, by
surrendering to the Company any Options which are cancelled by reason of the
exercise of such SAR, and (c) by executing such documents as the Company
may reasonably request. Except as otherwise provided in the relevant Award
Agreement, upon exercise of a SAR, the Participant shall be entitled to receive
payment from the Company in an amount determined by multiplying: (i) the
amount by which the Fair Market Value of a Share on the date of exercise  13


exceeds the Base Price
specified in the Award Agreement pertaining to such SAR; by (ii) the
number of Shares with respect to which the SAR is exercised.  7.6Payment Upon
Exercise of SAR.  Payment to a
Participant upon the exercise of the SAR shall be made, as determined by the
Committee in its sole discretion, either (a) in cash, (b) in Shares
with a Fair Market Value equal to the amount of the payment or (c) in a
combination thereof, as set forth in the applicable Award Agreement.  ARTICLE VIII OTHER STOCK AWARDS  8.1Grant of
Other Stock Awards.  Subject
to the provisions of the Plan, the Committee may develop sub-plans or grant
other equity-based awards (Other Stock
Awards) on such terms as it may determine, including, but not
limited to, Awards designed to comply with or take advantage of applicable
local laws of jurisdictions outside of the United States.  ARTICLE IX MISCELLANEOUS  9.1No Effect on
Employment or Service. 
Nothing in the Plan shall interfere with or limit in any way the right
of the Company to terminate any Participants employment or service at any
time, for any reason and with or without cause. The benefits granted under the
Plan are entirely at the grace and discretion of the Company and are not compensation
for past performance.  9.2Participation.  No
person shall have the right to be selected to receive an Award under this Plan,
or, having been so selected, to be selected to receive a future Award.  9.3Indemnification.  Each
person who is or shall have been a member of the Committee, or of the Board,
shall be indemnified and held harmless by the Company against and from (a) any
loss, cost, liability, or expense that may be imposed upon or reasonably
incurred by him or her in connection with or resulting from any claim, action,
suit, or proceeding to which he or she may be a party or in which he or she may
be involved by reason of any good faith action taken or good faith failure to
act under the Plan or any Award Agreement, and (b) from any and all
amounts paid by him or her in settlement thereof, with the Companys approval,
or paid by him or her in satisfaction of any judgment in any such claim,
action, suit, or proceeding against him or her, provided he or she shall give
the Company an opportunity, at its own expense, to handle and defend the same
before he or she undertakes to handle and defend it on his or her own behalf.
The foregoing right of indemnification shall not be exclusive of any other
rights of indemnification to which such persons may be entitled under the
Companys Certificate of Incorporation or By-Laws,  14


by contract, as a matter of
law, or otherwise, or under any power that the Company may have to indemnify
them or hold them harmless.  9.4Sub-Plans.  Notwithstanding any provision of the Plan to
the contrary, in order to foster and promote achievement of the purposes of the
Plan or to comply with the provisions of laws in other countries in which the
Company and its Subsidiaries operate or have Employees, the Committee or its
delegate, in its sole discretion, shall have the power and authority to (1) determine
which Employees that are subject to the tax laws of nations other than the
United States are eligible to participate in the Plan, (2) modify the
terms and conditions of any Awards granted to such Employees, and (3) establish
subplans, modified Option exercise procedures and other terms and procedures to
the extent such actions may be necessary or advisable. Any subplans established
under this Plan by the Committee shall be attached to this Plan as appendices.  9.5Successors.  All obligations of the Company under the
Plan, with respect to Awards granted hereunder, shall be binding on any
successor to the Company, whether the existence of such successor is the result
of a direct or indirect purchase, merger, consolidation or otherwise, of all or
substantially all of the business or assets of the Company.  9.6Beneficiary
Designations.  Subject to the
restrictions in Section 9.7 below, a Participant under the Plan may name a
beneficiary or beneficiaries to whom any vested but unpaid Award shall be paid
in the event of the Participants death. For purposes of this Section, a
beneficiary may include a designated trust having as its primary beneficiary a
family member of a Participant. Each such designation shall revoke all prior
designations by the Participant and shall be effective only if given in a form
and manner acceptable to the Committee. In the absence of any such designation,
any vested benefits remaining unpaid at the Participants death shall be paid
to the Participants estate and, subject to the terms of the Plan and of the
applicable Award Agreement, any unexercised vested Award may be exercised by
the administrator or executor of the Participants estate.  9.7Nontransferability of Awards. 
No Award granted under the Plan may be sold, transferred, pledged,
assigned, or otherwise alienated or hypothecated, other than by will, by the
laws of descent and distribution; provided, however, that except as provided by
in the relevant Award Agreement and with the consent of the Committee, a
Participant may transfer, without consideration, an Award other than an
Incentive Stock Option to one or more members of his or her Immediate Family,
to a trust established for the exclusive benefit of one or more members of his
or her Immediate Family, to a partnership in which all the partners are members
of his or her Immediate Family, or to a limited liability company in which all
the members are members of his or her Immediate Family; provided, further, that
any such Immediate Family, and any such trust, partnership and limited
liability company, shall  15


agree to be and shall be bound
by the terms of the Plan, and by the terms and provisions of the applicable
Award Agreement and any other agreements covering the transferred Awards. All
rights with respect to an Award granted to a Participant shall be available
during his or her lifetime only to the Participant and may be exercised only by
the Participant or the Participants legal representative.  9.8No Rights as
Stockholder.  Except to the
limited extent provided in Sections 6.6 and 6.7, no Participant (nor any
beneficiary) shall have any of the rights or privileges of a stockholder of the
Company with respect to any Shares issuable pursuant to an Award (or exercise
thereof), unless and until certificates representing such Shares shall have
been issued, recorded on the records of the Company or its transfer agents or
registrars, and delivered to the Participant (or beneficiary).  9.9Withholding
Requirements.  Prior to the
delivery of any Shares or cash pursuant to an Award (or exercise thereof), the
Company shall have the power and the right to deduct or withhold, or require a
Participant to remit to the Company, an amount sufficient to satisfy any
federal, state, local and foreign taxes of any kind (including, but not limited
to, the Participants FICA and SDI obligations) which the Committee, in its
sole discretion, deems necessary to be withheld or remitted to comply with the
Code and/or any other applicable law, rule or regulation with respect to
such Award (or exercise thereof).  9.10Withholding
Arrangements.  The Committee,
in its sole discretion and pursuant to such procedures as it may specify from
time to time, may permit or require a Participant to satisfy all or part of the
tax withholding obligations in connection with an Award by (a) having the
Company withhold otherwise deliverable Shares, or (b) delivering to the
Company already-owned Shares having a Fair Market Value equal to the minimum
amount required to be withheld.  9.11No Corporate
Action Restriction.  The
existence of the Plan, any Award Agreement and/or the Awards granted hereunder
shall not limit, affect or restrict in any way the right or power of the Board
or the shareholders of the Company to make or authorize (a) any
adjustment, recapitalization, reorganization or other change in the Companys
or any Subsidiarys or Affiliates capital structure or business, (b) any
merger, consolidation or change in the ownership of the Company or any
Subsidiary or Affiliate, (c) any issue of bonds, debentures, capital,
preferred or prior preference stocks ahead of or affecting the Companys or any
Subsidiarys or Affiliates capital stock or the rights thereof, (d) any
dissolution or liquidation of the Company or any Subsidiary or Affiliate, (e) any
sale or transfer of all or any part of the Companys or any Subsidiarys or
Affiliates assets or business, or (f) any other corporate act or
proceeding by the Company or any Subsidiary or Affiliate. No Participant,
beneficiary or any other person shall have any claim against any  16


Member of the Board or the
Committee, the Company or any Subsidiary or Affiliate, or any employees,
officers, shareholders or agents of the Company or any Subsidiary or Affiliate,
as a result of any such action.  9.12Restrictions
on Shares.  Each Award made
hereunder shall be subject to the requirement that if at any time the Company
determines that the listing, registration or qualification of the Shares
subject to such Award upon any securities exchange or under any law, or the
consent or approval of any governmental body, or the taking of any other action
is necessary or desirable as a condition of, or in connection with, the
exercise or settlement of such Award or the delivery of Shares thereunder, such
Award shall not be exercised or settled and such Shares shall not be delivered
unless such listing, registration, qualification, consent, approval or other
action shall have been effected or obtained, free of any conditions not
acceptable to the Company. The Company may require that certificates evidencing
Shares delivered pursuant to any Award made hereunder bear a legend indicating
that the sale, transfer or other disposition thereof by the holder is
prohibited except in compliance with the Securities Act of 1933, as amended,
and the rules and regulations thereunder. Finally, no Shares shall be
issued and delivered under the Plan, unless the issuance and delivery of those
Shares shall comply with all relevant regulations and any registration,
approval or action thereunder.  9.13Changes in
Capital Structure.  In the
event that any dividend or other distribution (whether in the form of cash,
Shares, other securities, or other property), recapitalization, stock split,
reverse stock split, reorganization, merger, consolidation, split-up, spin-off,
combination, repurchase, change-in-control or exchange of Shares or other
securities of the Company, or other corporate transaction or event (each a Corporate Event) affects the Shares such
that an adjustment is necessary or appropriate in order to prevent dilution or
enlargement of benefits or potential benefits intended to be made available
under the Plan, the Board shall, in such manner as it in good faith deems
equitable, adjust any or all of (i) the number of Shares or other
securities of the Company (or number and kind of other securities or property)
with respect to which Awards may be granted, (ii) the number of Shares or
other securities of the Company (or number and kind of other securities or
property) subject to outstanding Awards, and (iii) the Exercise Price or
Base Price with respect to any Award, or make provision for an immediate cash
payment to the holder of an outstanding Award in consideration for the
cancellation of such Award.  If the Company
enters into or is involved in any Corporate Event, the Board may, prior to such
Corporate Event and effective upon such Corporate Event, take such action as it
deems appropriate, including, but not limited to, replacing Awards with
substitute awards in respect of the Shares, other securities or other property
of the surviving corporation or any affiliate of the surviving corporation on
such terms and conditions, as to the number of  17


shares, pricing and otherwise,
which shall substantially preserve the value, rights and benefits of any
affected Awards granted hereunder as of the date of the consummation of the
Corporate Event. Notwithstanding anything to the contrary in the Plan, if any
Corporate Event occurs, the Company shall have the right, but not the obligation,
to cancel a Participants Awards immediately prior to such Corporate Event and
to pay to each affected Participant in connection with the cancellation of such
Participants Awards, an amount that the Committee, in its sole discretion, in
good faith determines to be the equivalent value of such Award (e.g., in
the case of an Option, the amount of the spread).  Upon receipt
by any affected Participant of any such substitute awards (or payment) as a
result of any such Corporate Event, such Participants affected Awards for
which such substitute awards (or payment) were received shall be thereupon
cancelled without the need for obtaining the consent of any such affected
Participant. Any actions or determinations of the Committee under this Section 9.12
need not be uniform as to all outstanding Awards, nor treat all Participants
identically.  9.14Leaves of
Absence/Transfers.  The
Committee shall have the power to promulgate rules and regulations and to
make determinations, as it deems appropriate, under the Plan in respect of any
leave of absence from the Company or any Subsidiary granted to a Participant.
Without limiting the generality of the foregoing, the Committee may determine
whether any such leave of absence shall be treated as if the Participant has
terminated employment with the Company or any Subsidiary. If a Participant
transfers within the Company, or to or from any Subsidiary, such Participant
shall not be deemed to have terminated employment as a result of such transfer.  ARTICLE X AMENDMENT, TERMINATION AND DURATION  10.1Amendment,
Suspension or Termination. 
The Board, in its sole discretion, may amend, suspend or terminate the
Plan, or any part thereof, at any time and for any reason, subject to any
requirement of stockholder approval required by applicable law, rule or
regulation, including, without limitation, Section 422 of the Code, Section 162(m) of
the Code and the rules of the National Association of Securities Dealers
Automated Quotation System (NASDAQ); provided, however, the Board may amend
the Plan and any Award Agreement, including without limitation retroactive
amendments, without shareholder approval as necessary to avoid the imposition
of any taxes under Section 409A of the Code and provided further, that no
amendment shall reduce the exercise price of any outstanding Option, Base Price
of any outstanding SAR, or purchase price of any other outstanding Award
conferring a right to purchase Stock to an amount less than the Fair Market
Value of a share at the date of grant of such outstanding Award. Subject to the  18


preceding sentence, the
amendment, suspension or termination of the Plan shall not, without the consent
of the Participant, materially adversely alter or impair any rights or
obligations under any Award theretofore granted to such Participant.
Notwithstanding the foregoing, the Committee may, but shall not be required to,
amend or modify any Award to the extent necessary to avoid the imposition of
taxes under Section 409A of the Code. The Company shall not be responsible
for any additional tax imposed pursuant to Code Section 409A, nor will the
Company indemnify or otherwise reimburse Participant for any liability incurred
as a result of Code Section 409A. No Award may be granted during any
period of suspension or after termination of the Plan.  10.2Duration of
the Plan.  The Plan shall,
subject to Section 10.1, terminate ten years after adoption by the Board,
unless earlier terminated by the Board and no further Awards shall be granted
under the Plan. The termination of the Plan shall not affect any Awards granted
prior to the termination of the Plan.  ARTICLE XI LEGAL CONSTRUCTION  11.1Gender and
Number.  Except where
otherwise indicated by the context, any masculine term used herein also shall
include the feminine; the plural shall include the singular and the singular
shall include the plural.  11.2Severability.  In the event any provision of the Plan or of
any Award Agreement shall be held illegal or invalid for any reason, the
illegality or invalidity shall not affect the remaining parts of the Plan or
the Award Agreement, and the Plan and/or the Award Agreement shall be construed
and enforced as if the illegal or invalid provision had not been included.  11.3Requirements
of Law.  The granting of
Awards and the issuance of Shares under the Plan shall be subject to all
applicable laws, rules and regulations, and to such approvals by any
governmental agencies or national securities exchanges as may be required.  11.4Governing
Law.  The Plan and all Award
Agreements shall be construed in accordance with and governed by the laws of
the State of New York, but without regard to its conflict of law provisions.
Participant hereby agrees to waive all rights to trial by jury in any
proceeding (whether based on contract, tort or otherwise) arising out of or
relating to any Award Agreement.  11.5Captions.  Captions are provided herein for convenience
only, and shall not serve as a basis for interpretation or construction of the
Plan.  11.6Incentive
Stock Options.  Should any
Option granted under this Plan be designated an Incentive Stock Option, but
fail, for any reason, to meet the requirements of the Code for such a
designation, then such Option shall be deemed to be a Non-Qualified Stock
Option and shall be valid as such according to its terms.  19