CENTURY
CASINOS, INC.


AMENDED
AND RESTATED 2005 EQUITY INCENTIVE PLAN






WHEREAS, Century Casinos, Inc. sponsors
the 2005 Equity Incentive Plan for the benefit of certain of its officers,
employees, directors and/or consultants; and





WHEREAS, the Company wishes to amend
the Plan to conform with the requirements of Code Section 409A;





NOW THEREFORE, the Plan is hereby
amended and restated as follows, effective as of 31 December 2008:





SECTION 1.
            Purpose;
      Definitions




The
purpose of the Plan is to give the Company a competitive advantage in
attracting, retaining and motivating officers, employees, directors and/or
consultants and to provide the Company and its Subsidiaries and Affiliates with
a stock plan providing incentives that are directly linked to the profitability
of the Company’s businesses and increases in Company stockholder
value.




For
purposes of the Plan, the following terms shall have the respective meanings
indicated:




(a)  “Affiliate” means a
corporation or other entity controlled by, controlling or under common control
with the Company.




(b)  “Award” means a Stock Option, Restricted
Stock, Performance Unit, or other stock-based award granted pursuant to the
terms of the Plan.




(c)  “Award
Agreement”means any written or electronic
agreement, contract or other instrument or document evidencing the grant of an
Award, which may, but is not required to be, signed by a
Participant.




(d)  “Award
Cycle” means a period of
consecutive fiscal years or portions thereof designated by the Plan
Administrator over which Performance Units are to be earned.




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




(f)  “Cause” means, unless otherwise provided by
the Plan Administrator in an Award Agreement, (i) “Cause” as defined in any
Individual Agreement to which the Participant is a party, or (ii) if there is no
such Individual Agreement or if it does not define Cause: (A) conviction of the
Participant for committing a felony under federal law or the law of the state in
which such action occurred, (B) fraud or dishonesty against the Company or in
the course of fulfilling the Participant’s employment duties, (C) willful and
deliberate failure on the part of the Participant to perform his or her
employment or service-provider duties in any material respect, (D) illegal drug
use or alcohol abuse on Company premises or at a Company sponsored event, (E)
conduct by the Participant which in the good faith and reasonable determination
of the Plan Administrator demonstrates gross unfitness to serve, (F)
intentional, material violation by the Participant of any contract between the
employee and the Company or of any statutory duty of the Participant to the
Company, or (G) prior to a Change in Control, such other events as shall be
determined by the Plan Administrator. The Plan Administrator shall, unless
otherwise provided in an Individual Agreement with the Participant, have the
sole discretion to determine whether “Cause” exists, and its determination shall
be final. The foregoing definition shall not in any way preclude or restrict the
right of the Company to discharge or dismiss the Participant for any other acts
or omissions, but such other acts or omissions shall not be deemed, for purposes
of the Plan, to constitute grounds for termination for Cause. For purposes of
the foregoing definition, the term “Company” shall include Century Casinos, Inc.
and any of its Subsidiaries or Affiliates.







(g)  “Change in
Control” shall have the
meaning set forth in Section 10(b).




(h)  “Code” means the Internal Revenue Code of
1986, as amended from time to time, and any successor
thereto.




(i)  “Common
Stock” means common stock,
par value $.01 per share, of the Company.




(j)  “Company” means Century Casinos, Inc., a
Delaware corporation.




(k)  “Covered
Employee” means a
Participant designated prior to the grant of Restricted Stock or Performance
Units by the Plan Administrator who is or may be a “covered employee” within the
meaning of Section 162(m)(3) of the Code in the year in which Restricted Stock
or Performance Units are expected to be taxable to such
Participant.




(l)  “Disability” means, unless otherwise provided by
the Plan Administrator, (i) “Disability” as defined in any Individual Agreement
to which the Participant is a party, or (ii) if there is no such Individual
Agreement or it does not define “Disability,” (y) the inability of the
Participant to engage in any substantial gainful activity by reason of any
medically determinable physical or mental impairment which can be expected to
result in death or can be expected to last for a continuous period of not less
than 12 months, or (z) the Participant is, by reason of any medically
determinable physical or mental impairment which can be expected to result in
death or can be expected to last for a continuous period of not less than 12
months, receiving income replacement benefits for a period of not less than 3
months under an accident and health plan covering employees of the participant's
employer.





(m)  “Effective
Date”means the original effective date of
the Plan as set forth in Section 15.




(n)  “Eligible
Individuals”mean directors, officers, employees and
consultants (including advisors) of the Company or any of its Subsidiaries or
Affiliates, and prospective employees and consultants who have accepted offers
of employment or consultancy from the Company or its Subsidiaries or Affiliates;
provided, however,that a consultant shall not be
eligible for the grant of an Award of a Stock Option or Restricted Stock if, at
the time of grant, a Form S-8 Registration Statement under the Securities Act
(“Form
S-8”) is not available to
register either the offer or the sale of the Company’s securities to such
consultant because of the nature of the services that the consultant is
providing to the Company, because the consultant is not a natural person, or
because of any other rule governing the use of Form S-8, unless the Company
determines both (i) that such grant (A) shall be registered in another manner
under the Securities Act (e.g.,on a Form S-3 Registration Statement)
or (B) does not require registration under the Securities Act in order to comply
with the requirements of the Securities Act, if applicable, and (ii) that such
grant complies with the securities laws of all other relevant
jurisdictions.




(o)  “Exchange
Act” means the Securities
Exchange Act of 1934, as amended from time to time, and any successor
thereto.





(p)  “Fair Market Value”
means the fair market value of a share of Common Stock determined as follows,
unless otherwise provided by the Plan Administrator:





(i)            If
the Common Stock is readily tradable on an established securities market (as
determined under Section 409A of the Code and the regulations thereunder), its
Fair Market Value will be the closing sales price for a share of Common Stock on
the principal securities market on which it trades on the date for which it is
being determined, or if no sale of the Common Stock occurred on that date, on
the next preceding date on which a sale of shares of Common Stock occurred, as
reported inThe Wall Street
Journalor such other source as the Plan Administrator deems reliable;
or








(ii)            If
the Common Stock is not readily tradable on an established securities market (as
determined under Section 409A of the Code and the regulations thereunder), its
Fair Market Value will be determined by the reasonable application of a
reasonable valuation method that satisfies the requirements of Treas. Reg.
Section 1.409A-1(a)(b)(5)(iv)(B).





(q)  “Incentive
Stock Option”means any Stock Option designated as,
and qualified as, an “incentive stock option” within the meaning of Section 422
of the Code.




(r)  “Individual
Agreement” means an
employment, consulting or similar written agreement between a Participant and
the Company or one of its Subsidiaries or Affiliates.




(s)  “NonQualified
Stock Option” means any
Stock Option that is not an Incentive Stock Option.




(t)  “Option
Price” shall have the
meaning set forth in Section 5(d)(i).




(u)  “Outside
Director” means a director
who qualifies as an “independent director” within the meaning of Nasdaq
Marketplace Rule 4200(a)(15), as an “outside director” within the meaning of
Section 162(m) of the Code, and as a “non-employee director” within the meaning
of Rule 16b-3 promulgated under the Exchange Act.




(v)  “Participant” shall mean an Eligible Individual to
whom an Award is or has been made in accordance with and pursuant to the Plan
or, if applicable, and if permitted in accordance with the terms and provisions
of the Plan, such other person who holds outstanding Award.




(w)  “Performance
Goals” means the
performance goals established by the Plan Administrator in connection with the
grant of Restricted Stock or Performance Units. In the case of Qualified
Performance-Based Awards, (i) such goals shall be based on the attainment
of specified levels of one or more of the following measures with respect to the
Company or such subsidiary, division or department of the Company for or within
which the Participant performs services: specified levels of the Company’s stock
price, market share, operating revenue, earnings before interest, taxes,
depreciation and amortization, earnings per share, costs, earnings from
operations, marketing-spending efficiency, return on operating assets, return on
assets, core non-interest income and/or levels of cost savingsand (ii) such Performance Goals shall
be set by the Plan Administrator within the time period prescribed by Section
162(m) of the Code and related regulations. Such Performance Goals also may be
based upon the attaining of specified levels of Company performance under one or
more of the measures described above relative to the performance of other
corporations.




(x)  “Permitted
Transferee” means, in the
case of a Participant, (i) such Participant’s children or family members,
whether directly or indirectly or by means of a trust, foundation, partnership
or otherwise or (ii) any transferee of all or a portion of such Participant’s
Award pursuant to a qualified domestic relations order as defined in the Code or
Title 1 of the Employee Retirement Income Security Act of 1974, as amended. For
purposes of this Plan, unless otherwise determined by the Plan Administrator,
“family
member” shall have the
meaning given to such term in General Instructions A.1(a)(5) to Form S-8 under
the Securities Act, or any successor thereto.




(y)  “Performance
Units” means an Award
granted under Section 7.




(z)   “Plan” means Century Casinos, Inc. 2005
Equity Incentive Plan, as set forth herein and as hereinafter amended from time
to time.




(aa)  “Plan
Administrator” means the
Plan Administrator referred to in Section 2(a).




(bb)  “Qualified
Performance-Based Award”
means an Award of Restricted Stock or Performance Units designated as such by
the Plan Administrator at the time of grant, based upon a determination that
(i) the recipient is or may be a “covered employee” within the meaning of
Section 162(m)(3) of the Code in the year in which the Company would expect to
be able to claim a tax deduction with respect to such Restricted Stock or
Performance Units and (ii) the Plan Administrator wishes such Award to
qualify for the Section 162(m) Exemption.







(cc)  “Restricted
Stock” means an Award
granted under Section 6.




(dd)  “Retirement” means retirement from active
employment with the Company, a Subsidiary or Affiliate at or after age
65.




(ee)  “Rule
16b-3” means Rule 16b-3,
as promulgated by the Securities and Exchange Commission under Section 16(b) of
the Exchange Act, as amended from time to time.




(ff)  “Section
162(m) Exemption” means
the exemption from the limitation on deductibility imposed by Section 162(m) of
the Code that is set forth in Section 162(m)(4)(C) of the
Code.




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




(hh)  “Stock
Option” means an Award
granted under Section 5.




(ii)  “Subsidiary”means, except as otherwise provided
herein, any corporation, partnership, limited liability company, joint venture
or other entity during any period in which at least a 25% voting or profits
interest is owned, directly or indirectly, by the Company or any successor to
the Company.




(jj)  “Termination
of Employment” means the
termination of the Participant’s employment with, or performance of services
for, the Company and any of its Subsidiaries or Affiliates.  A change
in the capacity in which the Participant renders service to the Company or a
Subsidiary or Affiliate as a director, officer, employee or consultant or a
change in the entity for which the Participant renders such service, provided
that there is no interruption or termination of the Participant’s service with
the Company or a Subsidiary or Affiliate, shall not constitute a Termination of
Employment. For example, a change in status from an employee of the Company to a
consultant to a Subsidiary or Affiliate shall not constitute a Termination of
Employment. A Participant employed by, or performing services for, a Subsidiary
or an Affiliate shall be deemed to incur a Termination of Employment if the
Subsidiary or Affiliate ceases to be such a Subsidiary or an Affiliate, as the
case may be, and the Participant does not immediately thereafter become an
employee of, or service-provider for, the Company or another Subsidiary or
Affiliate. The Plan Administrator or the chief executive officer of the Company,
in that party’s sole discretion, may determine whether a Termination of
Employment shall be considered to have occurred (and whether vesting in any
outstanding Awards shall continue or be suspended) in the case of any leave of
absence approved by that party, including sick leave, military leave or any
other personal leave.






SECTION 2.
            Administration




(a)  The Plan shall be administered by (i)
the Board or (ii) one or more committees of the Board to whom the Board has
delegated all or part of its authority under the Plan (the “Plan
Administrator”). If
administration is delegated to a committee, the committee shall have, in
connection with the administration of the Plan, the powers theretofore possessed
by the Board, including the power to delegate to a subcommittee any of the
administrative powers the committee is authorized to exercise (and references in
the Plan to the Plan Administrator shall thereafter be to the subcommittee),
subject, however, to such resolutions, not inconsistent with the provisions of
the Plan, as may be adopted from time to time by the Board. The Board may
abolish any committee at any time and revest in the Board the administration of
the Plan. Any committee under clause (ii) hereof which makes grants to
“officers” of the Company (as that term is defined in Rule 16a-1(f) promulgated
under the Exchange Act) or which makes Awards that are intended to be Qualified
Performance-Based Awards shall be composed solely of two or more Outside
Directors unless applicable laws, rules or regulations do not require such
composition. For purposes of the preceding




provisions, if one or more members of
the committee is not an Outside Director, but recuses himself or herself or
abstains from voting with respect to a particular action taken by the committee,
then the committee, with respect to the action, will be deemed to consist only
of the members of the committee who have not recused themselves or abstained
from voting.




(b)  The Plan Administrator shall have
plenary authority to grant Awards pursuant to the terms of the Plan to
Participants.




(c)  Among other things, the Plan
Administrator shall have the authority, subject to the terms of the
Plan:




(i)  To select the Participants to whom
Awards may from time to time be granted;




(ii)  To determine whether and to what extent
any type of Award is to be granted hereunder;




(iii)  To determine the number of shares of
Common Stock to be covered by each Award granted hereunder;




(iv)  To determine the terms and conditions
of any Award granted hereunder (including, but not limited to, the Option Price
(subject to Section 5(a)), any vesting condition, restriction or limitation
(which may be related to the performance of the Participant, the Company or any
Subsidiary or Affiliate) and any vesting acceleration or forfeiture waiver
regarding any Award and the shares of Common Stock relating thereto, based on
such factors as the Plan Administrator shall determine;




(v)  Subject to the terms of the Plan,
including without limitation Section 12, to modify, amend or adjust the terms
and conditions of any Award, at any time or from time to time, including but not
limited to Performance Goals; provided, however, that the Plan Administrator may
not adjust upwards the amount payable to a Covered Employee with respect to a
Qualified Performance-Based Award or waive or alter the Performance Goals
associated therewith in a manner that would violate Section 162(m) of the
Code;




(vi)  To determine under what circumstances
an Award may be settled in cash or Common Stock under Section
5(l).




(d)  The Plan Administrator shall have the
authority to adopt, alter and repeal such administrative rules, guidelines and
practices governing the Plan as it shall from time to time deem advisable, to
interpret the terms and provisions of the Plan and any Award issued under the
Plan (and any agreement relating thereto) and to otherwise supervise the
administration of the Plan. The Plan Administrator, in the exercise of this
power, may correct any defect, omission or inconsistency in the Plan or in any
Award Agreement, in a manner and to the extent it shall deem necessary or
expedient to make the Plan fully effective.




(e)  The Plan Administrator shall act by a
majority of its members then in office, unless otherwise expressly provided
herein. Except to the extent prohibited by applicable law or the applicable
rules of a stock exchange on which the Company’s shares are traded, the Plan
Administrator may (i) allocate all or any portion of its responsibilities and
powers to any one or more of its members and (ii) delegate all or any part of
its responsibilities and powers to any person or persons selected by it,
provided that no such delegation may be made that would cause Awards or other
transactions under the Plan to cease to be exempt from Section 16(b) of the
Exchange Act or cause an Award designated as a Qualified Performance-Based Award
not to qualify for, or to cease to qualify for, the Section 162(m) Exemption.
Any such allocation or delegation may be revoked by the Plan Administrator at
any time.







(f)  Any determination made by the Plan
Administrator with respect to any Award shall be made in the sole discretion of
the Plan Administrator at the time of the grant of the Award or, unless in
contravention of any express term of the Plan, at any time thereafter. All
decisions made by the Plan Administrator or any appropriately delegated officer
pursuant to the provisions of the Plan shall be final and binding on all
persons, including the Company, its Affiliates, Subsidiaries, stockholders and
Participants.




(g)  Any authority granted to the Plan
Administrator may also be exercised by the full Board, except to the extent that
the grant or exercise of such authority would cause any Award or transaction to
become subject to (or lose an exemption under) the short-swing profit recovery
provisions of Section 16 of the Exchange Act or cause an Award designated as a
Qualified Performance-Based Award not to qualify for, or to cease to qualify
for, the Section 162(m) Exemption. To the extent that any permitted action taken
by the Board conflicts with action taken by the Plan Administrator, the Board
action shall control.




(h)  To the maximum extent permitted by law,
the Company shall indemnify each member of the Board who acts as a member of the
Plan Administrator, as well as any other employee of the Company with duties
under the Plan, against expenses and liabilities (including any amount paid in
settlement) reasonably incurred by the individual in connection with any claims
against the individual by reason of the performance of the individual's duties
under the Plan, unless the losses are due to the individual's gross negligence
or lack of good faith. The Company will have the right to select counsel and to
control the prosecution or defense of the suit. In the event that more than one
person who is entitled to indemnification is subject to the same claim, all such
persons shall be represented by a single counsel, unless such counsel advises
the Company in writing that he or she cannot represent all such persons under
applicable rules of professional responsibility. The Company will not be
required to indemnify any person for any amount incurred through any settlement
unless the Company consents in writing to the settlement.




SECTION 3.
            Common
      Stock Subject to Plan




(a)  The maximum number of shares of Common
Stock that may be delivered to Participants and their beneficiaries under the
Plan shall be two million (2,000,000). No Participant may be granted Stock
Options covering in excess of two hundred thousand (200,000) shares of Common
Stock in any calendar year. Shares subject to an Award under the Plan may be
authorized and unissued shares or may be treasury shares. The maximum number of
shares of Common Stock that may be issued pursuant to Stock Options intended to
be Incentive Stock Options shall be two million (2,000,000)
shares.




(b)  If any Award is forfeited, or if any
Stock Option terminates, expires or lapses without being exercised, shares of
Common Stock subject to such Award shall again be available for distribution in
connection with Awards under the Plan. If the Option Price of any Stock Option
is satisfied by delivering shares of Common Stock to the Company (by either
actual delivery or by attestation), only the number of shares of Common Stock
delivered to the Participant net of the shares of Common Stock delivered to the
Company or attested to shall be deemed delivered for purposes of determining the
maximum numbers of shares of Common Stock available for delivery under the Plan.
To the extent any shares of Common Stock subject to an Award are not delivered
to a Participant because such shares are used to satisfy an applicable
tax-withholding obligation, such shares shall not be deemed to have been
delivered for purposes of determining the maximum number of shares of Common
Stock available for delivery under the Plan. If any shares of Common Stock
issued to a Participant pursuant to an Award are forfeited back to or
repurchased by the Company because of or in connection with the failure to meet
a contingency or condition required to vest such shares in the Participant, the
shares of Common Stock forfeited or repurchased under such Award shall revert to
and again become available for issuance under the Plan.





(c)  In
the event of any change in corporate capitalization (including, but not limited
to, a change in the number of shares of Common Stock outstanding), such as a
stock split or a corporate transaction, such as any merger, consolidation,
separation, including a spin-off, or other distribution of stock or property of
the Company (including any extraordinary cash or stock dividend), any
reorganization (whether or not such reorganization comes within the definition
of such term in Section 368 of the Code) or any partial or complete liquidation
of the Company, the Plan Administrator or Board may make such substitution or
adjustments in the aggregate number and kind of shares reserved for issuance
under the Plan, and the maximum limitation upon Stock Options and other Awards
to be granted to any Participant, in the number, kind and Option Price of shares
subject to outstanding Stock Options, in the number and kind of shares subject
to other outstanding Awards granted under the Plan and/or such other equitable
substitution or adjustments as it may determine to be appropriate in its sole
discretion (including, without limitation, an amount in cash therefor);
provided, however, that the number of shares subject to any Award shall always
be a whole number.








(d)No fractional shares
may be issued under the Plan. Cash shall be paid in lieu of any fractional share
in settlement of an Award.






SECTION 4.
            Eligibility




Awards
may be granted under the Plan to Eligible Individuals.






SECTION  5.
            Stock
      Options




(a)  Stock Options may be granted alone or
in addition to other Awards granted under the Plan and may be of two types:
Incentive Stock Options and NonQualified Stock Options. Any Stock Option granted
under the Plan shall be in such form as the Plan Administrator may from time to
time approve.




(b)  The Plan Administrator shall have the
authority to grant any Participant Incentive Stock Options, NonQualified Stock
Options or both types of Stock Options; provided, however, that grants hereunder
are subject to the limits on grants set forth in Section 3. To the extent that
any Stock Option is not designated as an Incentive Stock Option or even if so
designated does not qualify as an Incentive Stock Option on or subsequent to its
grant date, it shall constitute a NonQualified Stock Option.




(c)  Stock Options shall be evidenced by
Award Agreements, the terms and provisions of which may differ. An Award
Agreement shall indicate on its face whether it is intended to be an agreement
for an Incentive Stock Option or a NonQualified Stock Option. The grant of a
Stock Option shall occur on the date the Plan Administrator by resolution
selects a Participant to receive a grant of a Stock Option, determines the
number of shares of Common Stock to be subject to such Stock Option to be
granted to such Participant and specifies the terms and provisions of the Stock
Option. The Company shall notify a Participant of any grant of a Stock Option,
and such Award shall be confirmed by, and subject to the terms of, an Award
Agreement.




(d)  Stock Options granted under the Plan
shall be subject to the following terms and conditions and shall contain such
additional terms and conditions as the Plan Administrator shall deem
desirable:




(i)  Option
Price. The Plan
Administrator shall determine the option price per share of Common Stock
purchasable under a Stock Option (the “Option
Price”). The Option Price
per share of Common Stock subject to a Stock Option shall not be less than the
Fair Market Value of the Common Stock subject to such Stock Option on the date
of grant.  Except for adjustments pursuant to Section 3(c), in no
event may any Stock Option granted under this Plan be amended to decrease the
Option Price thereof, cancelled in conjunction with the grant of any new Stock
Option with a lower Option Price, or otherwise be subject to any action that
would be treated, for accounting purposes, as a “repricing” of such Stock Option, unless such
amendment, cancellation, or action is approved by the Company’s shareholders in
accordance with applicable law and stock exchange rules.







(ii)  Option
Term. The term of each
Stock Option shall be fixed by the Plan Administrator.




(iii)  Exercisability. Except as otherwise provided herein,
Stock Options shall be exercisable at such time or times and subject to such
terms and conditions as shall be determined by the Plan Administrator. If the
Plan Administrator provides that any Stock Option is subject to vesting
conditions, restrictions or limitations and therefore exercisable only in
installments, the Plan Administrator may at any time waive such installment
exercise provisions, in whole or in part, based on such factors as the Plan
Administrator may determine. An Award Agreement may, but need not, include a
provision whereby the Participant may elect at any time before the Participant’s
Termination of Employment to exercise the Stock Option as to any part or all of
the shares of Common Stock subject to the Stock Option prior to the full vesting
of the Stock Option. Any unvested shares of Common Stock so purchased may be
subject to a repurchase option in favor of the Company or to any other
restriction the Plan Administrator determines to be appropriate. The Company
will not exercise its repurchase option until at least six (6) months (or such
longer or shorter period of time required to avoid a charge to earnings for
financial accounting purposes) have elapsed following exercise of the Stock
Option unless the Plan Administrator otherwise specifically provides in the
Stock Option.




(iv)Method of Exercise. Subject
to the provisions of this Section 5, Stock Options may be exercised, in whole or
in part, at any time during the option term by giving written notice of exercise
to the Company specifying the number of shares of Common Stock subject to the
Stock Option to be purchased. Such notice shall be accompanied by payment in
full of the Option Price by certified or bank check or such other instrument as
the Company may accept. If approved by the Plan Administrator, payment, in full
or in part, may also be made in the form of unrestricted Common Stock (by
delivery of such shares or by attestation) already owned by the Participant of
the same class as the Common Stock subject to the Stock Option (based on the
Fair Market Value of the Common Stock on the date the Stock Option is
exercised); provided, that such already owned shares have been held by the
Participant for at least six months (or such longer or shorter period of time
required to avoid a charge to earnings for financial accounting purposes) at the
time of exercise or had been purchased on the open market; and provided,
further, that, in the case of an Incentive Stock Option, the right to make a
payment in the form of already owned shares of Common Stock of the same class as
the Common Stock subject to the Stock Option may be authorized only at the time
the Stock Option is granted. If approved by the Plan Administrator, to the
extent permitted by applicable law, payment in full or in part may also be made
by delivering a properly executed exercise notice to the Company, together with
a copy of irrevocable instructions to a broker to deliver promptly to the
Company the amount of sale or loan proceeds necessary to pay the Option Price,
and, if requested, the amount of any federal, state, local or foreign
withholding taxes.  To facilitate the foregoing, the Company may enter
into agreements for coordinated procedures with one or more brokerage firms. No
shares of Common Stock shall be delivered until full payment therefor has been
made. A Participant shall have all of the rights of a stockholder of the Company
holding the class or series of Common Stock that is subject to such Stock Option
(including, if applicable, the right to vote the shares and the right to receive
dividends), when the Participant has given written notice of exercise, has paid
in full for such shares and, if requested by the Company, has given the
representation described in Section 14(c).




Special Rules Applicable to
Incentive Stock Options. Notwithstanding the foregoing, the following
terms shall be applicable to all Incentive Stock Options.




(A)  Incentive Stock Options may only be
granted to employees of the Company and its subsidiaries or parent corporation
(within the meaning of Section 424(f) of the Code).




(B)  No Incentive Stock Option shall be
exercisable more than 10 years after the date the Stock Option is
granted.





(C)  The Option Price shall not be less than
one hundred percent (100%) of the Fair Market Value of Common Stock on the
option grant date; provided, however, that an Incentive Stock Option may be
granted with an Option Price lower than that set forth the preceding sentence if
such Stock Option is granted pursuant to an assumption or substitution for
another option in a manner satisfying the provisions of Section 424(a) of the
Code.







(D)  The aggregate Fair Market Value of the
shares of Common Stock (determined as of the respective date or dates of grant)
for which one or more Stock Options granted to any employee under the Plan (or
any other option plan of the Company or any subsidiaries or parent corporation)
may for the first time become exercisable as Incentive Stock Options during any
one (1) calendar year shall not exceed the sum of One Hundred Thousand Dollars
($100,000). To the extent an employee holds two (2) or more such Stock Options
which become exercisable for the first time in the same calendar year, the
foregoing limitation on the exercisability of such Stock Options as Incentive
Stock Options shall be applied on the basis of the order in which such Stock
Options are granted. Any Stock Options or portions thereof that exceed such
limit shall be treated as NonQualified Stock Options, notwithstanding any other
provision of an Award Agreement, but only to the extent of such
excess.




(E)  If any employee to whom an Incentive
Stock Option is granted is the owner of stock (as determined under Code Section
424(d)) possessing more than ten percent (10%) of the total combined voting
power of all classes of stock of the Company (or any subsidiary or parent
corporation (within the meaning of Section 424(f) of the Code)), then the option
term shall not exceed five (5) years measured from the option grant date and the
Option Price shall not be less than one hundred ten percent (110%) of the Fair
Market Value of Common Stock on the option grant date.




(F)  If an Incentive Stock Option is
exercised after the post-termination exercise periods that apply for purposes of
Section 422 of the Code, such Stock Option will thereafter be treated as a
NonQualified Stock Option.




(e)  Nontransferability
of Stock Options. No Stock
Option shall be transferable by the Participant other than (i) by will or by the
laws of descent and distribution or any other testamentary distribution; or (ii)
in the case of a NonQualified Stock Option, unless otherwise determined by the
Plan Administrator, to a Permitted Transferee. All Stock Options shall be
exercisable, subject to the terms of this Plan, only by the Participant, the
guardian or legal representative of the Participant, or any person to whom such
Stock Option is transferred pursuant to this paragraph, it being understood that
the term “holder” and “Participant” include such guardian, legal
representative and other transferee; provided, however, that Termination of
Employment shall continue to refer to the Termination of Employment of the
original Participant and provided further that any Award held by transferee
shall continue to be subject to the same terms and conditions that were
applicable to that Award immediately before the transfer to the transferee.
Notwithstanding the foregoing, a Participant may, by delivering written notice
to the Company, in a form satisfactory to the Company, designate a third party
who, in the event of death of the Participant, shall thereafter be entitled to
exercise the Participant’s Stock Options.




(f)  Termination by
Death. Unless otherwise
determined by the Plan Administrator at the time of grant, if a Participant
incurs a Termination of Employment by reason of death, any Stock Option held by
such Participant may thereafter be exercised, to the extent then exercisable, or
on such accelerated basis as the Plan Administrator may determine, for a period
of one year from the Participant date of death or until the expiration of the
stated term of such Stock Option, whichever period is
shorter.




(g)  Termination by
Reason of Disability.
Unless otherwise determined by the Plan Administrator at the time of grant or,
if a longer period of exercise is desired, thereafter, if a Participant incurs a
Termination of Employment by reason of Disability, any Stock Option held by such
Participant (or the appointed fiduciary of such Participant) may thereafter be
exercised by the Participant (or the appointed fiduciary of such Participant),
to the extent it was exercisable at the time of termination, or on such
accelerated basis as the Plan Administrator may determine, for a period of one
year from the date of such Termination of Employment or until the expiration of
the stated term of such Stock Option, whichever period is
shorter.




(h)  Termination by
Reason of Retirement.
Unless otherwise determined by the Plan Administrator at the time of grant or,
if a longer period of exercise is desired, thereafter, if a Participant incurs a
Termination of Employment by reason of Retirement, any Stock Option held by such
Participant may thereafter be exercised by the Participant, to the extent it was
exercisable at the time of such Retirement, or on such accelerated basis as the
Plan Administrator may determine, for a period of one year from the date of such
Termination of Employment or until the expiration of the stated term of such
Stock Option, whichever period is shorter.







(i)  Other
Termination. Unless
otherwise determined by the Plan Administrator at the time of grant or, if a
longer period of exercise is desired, thereafter: (A) if a Participant incurs a
Termination of Employment for Cause, all Stock Options held by such Participant
shall thereupon terminate; and (B) if a Participant incurs a Termination of
Employment for any reason other than death, Disability, Retirement or for Cause,
any Stock Option held by such Participant, to extent it was then exercisable at
the time of termination, or on such accelerated basis as the Plan Administrator
may determine, may be exercised for a period of three months from the date of
such Termination of Employment or until the expiration of the stated term of
such Stock Option, whichever period is shorter.




(j)  Extension of
Termination Date. An Award
Agreement may also provide that if the exercise of any Stock Option following
the termination of the Participant’s Termination of Employment (other than upon
the Participant’s death) would be prohibited at any time solely because the
issuance of shares of Common Stock would violate the registration requirements
under the Securities Act, then the Stock Option held by such Participant may be
exercised, in lieu of the periods specified in Section 5(f) through Section
5(i), during the three month period after the Participant’s Termination of
Employment in which the exercise of the Stock Option would not be in violation
of such registration requirements or until the expiration of the stated term of
such Stock Option, whichever period is shorter.




(k)  Change of Control
Termination. A Stock
Option held by any Participant who has not suffered a Termination of Employment
prior to the effective time of a Change in Control may be subject to additional
acceleration of vesting and exercisability upon or after such event as may be
provided in the Award Agreement for such Stock Option or as may be provided in
any other written agreement between the Company or any Subsidiary or Affiliate
and the Participant, but in the absence of such provision, no such acceleration
shall occur.




(l)  Cashing Out of
Stock Option. On receipt
of written notice of exercise, the Plan Administrator may (unless such election
would cause a detrimental tax impact to the Participant under Section 409A of
the Code or the Treasury regulations thereunder) elect to cause the Company to
cash out all or part of the portion of the shares of Common Stock for which a
Stock Option is being exercised by paying the Participant an amount, in cash or
Common Stock, equal to the excess of the Fair Market Value of the Common Stock
over the Option Price times the number of shares of Common Stock for which the
Option is being exercised on the effective date of such
cash-out.






SECTION  6.
            Restricted
      Stock




(a)  Administration. Shares of Restricted Stock may be
awarded either alone or in addition to other Awards granted under the Plan. The
Plan Administrator shall determine the Participants to whom and the time or
times at which grants of Restricted Stock will be awarded, the number of shares
to be awarded to any Participant, the conditions for vesting, the time or times
within which such Awards may be subject to forfeiture and any other terms and
conditions of the Awards, in addition to those contained in Section
6(c).




(b)  Awards and
Certificates. Shares of
Restricted Stock shall be evidenced in such manner as the Plan Administrator may
deem appropriate, including book-entry registration or issuance of one or more
stock certificates. Any certificate issued in respect of shares of Restricted
Stock shall be registered in the name of such Participant and shall bear an
appropriate legend referring to the terms, conditions, and restrictions
applicable to such Award, substantially in the following
form:




“The
transferability of this certificate and the shares of stock represented hereby
are subject to the terms and conditions (including forfeiture) of Century
Casinos, Inc. 2005 Equity Incentive Plan and an Award Agreement. Copies of such
Plan and Agreement are on file at the offices of Century Casinos,
Inc.”







The Plan
Administrator may require that the certificates evidencing such shares be held
in custody by the Company until the restrictions thereon shall have lapsed and
that, as a condition of any Award of Restricted Stock, the Participant shall
have delivered a stock power, endorsed in blank, relating to the Common Stock
covered by such Award.




(c)  Terms and
Conditions. Shares of
Restricted Stock shall be subject to the following terms and
conditions:




(i)  The Plan Administrator may, prior to or
at the time of grant, designate an Award of Restricted Stock as a Qualified
Performance-Based Award, in which event it shall condition the grant or vesting,
as applicable, of such Restricted Stock upon the attainment of Performance
Goals. If the Plan Administrator does not designate an Award of Restricted Stock
as a Qualified Performance-Based Award, it may nonetheless condition the grant
or vesting thereof upon the attainment of Performance Goals. Regardless of
whether an Award of Restricted Stock is a Qualified Performance-Based Award, the
Plan Administrator may also condition the grant or vesting thereof upon the
continued service of the Participant. The conditions for grant or vesting and
the other provisions of Restricted Stock Awards (including without limitation
any applicable Performance Goals) need not be the same with respect to each
recipient. The Plan Administrator may at any time, in its sole discretion,
accelerate or waive, in whole or in part, any of the foregoing restrictions;
provided, however, that in the case of Restricted Stock that is a Qualified
Performance-Based Award, the applicable Performance Goals have been
satisfied.




(ii)  Subject to the provisions of the Plan
and the Award Agreement referred to in Section 6(c)(vi), during the period, if
any, set by the Plan Administrator, commencing with the date of such Award for
which such Participant’s continued service is required (the “Restriction
Period”), and until the
later of (A) the expiration of the Restriction Period and (B) the date the
applicable Performance Goals (if any) are satisfied, the Participant shall not
be permitted to sell, assign, transfer, pledge or otherwise encumber shares of
Restricted Stock; provided that, to the extent permitted by applicable law, the
foregoing shall not prevent a Participant from pledging Restricted Stock as
security for a loan, the sole purpose of which is to provide funds to pay the
Option Price for Stock Options.




(iii)  Except as provided in this Section
6(c)(iii) and Section 6(c)(i) and Section 6(c)(ii) and the Award Agreement, the
Participant shall have, with respect to the shares of Restricted Stock, all of
the rights of a stockholder of the Company holding the class or series of Common
Stock that is the subject of the Restricted Stock, including, if applicable, the
right to vote the shares and the right to receive any cash dividends. If so
determined by the Plan Administrator in the applicable Award Agreement and
subject to Section 14(g), (A) cash dividends on the class or series of Common
Stock that is the subject of the Restricted Stock Award shall be automatically
deferred and reinvested in additional Restricted Stock, held subject to the
vesting of the underlying Restricted Stock, or held subject to meeting
Performance Goals, and (B) dividends payable in Common Stock shall be paid in
the form of Restricted Stock of the same class as the Common Stock with which
such dividend was paid, held subject to the vesting of the underlying Restricted
Stock, or held subject to meeting Performance Goals.




(iv)  Except to the extent otherwise provided
in the applicable Award Agreement or Section 6(c)(i), Section 6(c)(ii), Section
6(c)(v) or Section 10(a), upon a Participant’s Termination of Employment for any
reason during the Restriction Period or before the applicable Performance Goals
are satisfied, all shares of Restricted Stock still subject to restriction shall
be forfeited by the Participant; provided, however, that the Plan Administrator
shall have the discretion to waive, in whole or in part, any or all remaining
restrictions (other than, in the case of Restricted Stock with respect to which
a Participant is a Covered Employee, satisfaction of the applicable Performance
Goals unless the Participant’s employment is terminated by reason of death or
Disability, by the Company without Cause or by the Participant for “Good
Reason” (as defined in any
applicable Individual Agreement)) with respect to any or all of such
Participant’s shares of Restricted Stock.




(v)  If and when any applicable Performance
Goals are satisfied and the Restriction Period expires without a prior
forfeiture of the Restricted Stock, unlegended certificates for such shares
shall be delivered to the Participant upon surrender of the legended
certificates; provided, however, that such certificates may bear any securities
law legends which the Plan Administrator determines are
appropriate.







(vi)  Each Award shall be confirmed by, and
be subject to, the terms of an Award Agreement.






SECTION  7.
            Performance
      Units




(a)  Administration. Performance Units may be awarded
either alone or in addition to other Awards granted under the Plan. The Plan
Administrator shall determine the Participants to whom and the time or times at
which Performance Units shall be awarded, the number of Performance Units to be
awarded to any Participant, the duration of the Award Cycle and any other terms
and conditions of the Award, in addition to those contained in Section
7(b).




(b)  Terms and
Conditions. Performance
Units Awards shall be subject to the following terms and
conditions:




(i)  The Plan Administrator may, prior to or
at the time of the grant, designate Performance Units as Qualified
Performance-Based Awards, in which event it shall condition the settlement
thereof upon the attainment of Performance Goals. If the Plan Administrator does
not designate Performance Units as Qualified Performance-Based Awards, it may
nonetheless condition the settlement thereof upon the attainment of Performance
Goals. Regardless of whether Performance Units are Qualified Performance-Based
Awards, the Plan Administrator may also condition the settlement thereof upon
the continued service of the Participant. The provisions of such Awards
(including without limitation any applicable Performance Goals) need not be the
same with respect to each recipient. Subject to the provisions of the Plan and
the Award Agreement referred to in Section 7(b)(iv), Performance Units may not
be sold, assigned, transferred, pledged or otherwise encumbered during the Award
Cycle. No more than 200,000 shares of Common Stock may be subject to Qualified
Performance Based Awards granted to any Eligible Individual in any fiscal year
of the Company.




(ii)  Except to the extent otherwise provided
in the applicable Award Agreement or this Section 7(b)(ii) or Section 10(a),
upon a Participant’s Termination of Employment for any reason during the Award
Cycle or before any applicable Performance Goals are satisfied, all rights to
receive cash or stock in settlement of the Performance Units shall be forfeited
by the Participant; provided, however, that the Plan Administrator shall have
the discretion to waive, in whole or in part, any or all remaining payment
limitations (other than, in the case of Performance Units that are Qualified
Performance-Based Awards, satisfaction of the applicable Performance Goals
unless the Participant’s employment is terminated by reason of death or
Disability by the Company without Cause or by the Participant for Good Reason)
with respect to any or all of such Participant’s Performance
Units.




(iii)  At the expiration of the Award Cycle,
the Plan Administrator shall evaluate the Company’s performance in light of any
Performance Goals for such Award, shall certify that the Performance Goals have
been attained, and shall determine the number of Performance Units granted to
the Participant which have been earned, and the Plan Administrator shall then
cause to be delivered (A) a number of shares of Common Stock equal to the number
of Performance Units determined by the Plan Administrator to have been earned,
or (B) cash equal to the Fair Market Value of such number of shares of Common
Stock to the Participant, as the Plan Administrator shall
elect.





(iv)  Each Award shall be confirmed by, and
be subject to, the terms of an Award Agreement.









SECTION  8.
            Tax
      Offset Bonuses




For
Awards that are not subject to the provisions of Section 409A of the Code, at
the time an Award is made hereunder or at any time thereafter, the Plan
Administrator may grant to the Participant receiving such Award the right to
receive a cash payment in an amount specified by the Plan Administrator, to be
paid at such time or times (if ever) as the Award results in compensation income
to the Participant, for the purpose of assisting the Participant to pay the
resulting taxes, all as determined by the Plan Administrator and on such other
terms and conditions as the Plan Administrator shall determine.




For
Awards that are subject to the provisions of Section 409A of the Code, at the
time an Award is made hereunder or at any time thereafter, the Plan
Administrator may grant to the Participant receiving such Award the right to a
reimbursement from the Company of all or a designated portion of the federal,
state, local or foreign taxes paid by the Participant as a result of
compensation income to the Participant resulting from the payment, vesting or
exercise of the Award, under terms and conditions determined by the Plan
Administrator.  This reimbursement shall be made no later than
December 31 of the  year next following the year in which the
Participant remits the resulting taxes.







SECTION  9.
            Other
      Stock-Based Awards




Other
Awards of Common Stock and other Awards that are valued in whole or in part by
reference to, or are otherwise based upon, Common Stock, including (without
limitation) dividend equivalents and convertible debentures, may be granted
either alone or in conjunction with other Awards granted under the Plan;
provided however, that, in the case of an Option that is
subject to the provisions of Section 409A of the Code, a right to a
dividend or distribution declared and paid on the number of shares of Common
Stock underlying such Option shall not be contingent, directly or indirectly,
upon the exercise of such Option.






SECTION 10.
            Change
      in Control Provisions




(a)  Impact of
Event. Notwithstanding any
other provision of the Plan to the contrary, unless otherwise provided by the
Plan Administrator in any Award Agreement, in the event of a Change in Control,
then with respect to Awards that are held by Participants who have not suffered
a Termination of Employment prior to the effective time of the change of control
transaction.




(i)  Any Stock Options outstanding as of the
date of such Change in Control, and which are not then exercisable and vested,
shall become fully exercisable and vested.




(ii)  The restrictions and deferral
limitations applicable to any Restricted Stock shall lapse, and such Restricted
Stock shall become free of all restrictions and become fully
vested.




(iii)  All Performance Awards shall be
considered to be earned and payable in full, and any deferral or other
restriction shall lapse and such Performance Awards shall be settled in cash or
Shares, as determined by the Plan Administrator, as promptly as is
practicable.




(iv)  All restrictions on other Awards shall
lapse and such Awards shall become free of all restrictions and become fully
vested.







The
vesting of such Awards (and, if applicable, the time at which such Awards may be
exercised) shall (contingent upon the effectiveness of the Change in Control
transaction) be accelerated in full to a date prior to the effective time of
such Change in Control transaction as the Plan Administrator shall determine
(or, if the Plan Administrator shall not determine such a date, to the date that
is five (5) days prior to the effective time of the Change in Control
transaction), the Awards shall terminate if not exercised (if applicable) at or
prior to such effective time, and any reacquisition or repurchase rights held by
the Company with respect to such Awards held by Participants who have not
suffered a Termination of Employment shall (contingent upon the effectiveness of
the Change in Control transaction) lapse. With respect to any other Awards
outstanding under the Plan, the vesting of such Awards (and, if applicable, the
time at which such Award may be exercised) shall not be accelerated, unless
otherwise provided in a written agreement between the Company or any Subsidiary
or Affiliate and the holder of such Award, and such Awards shall terminate if
not exercised (if applicable) prior to the effective time of the Change in
Control transaction.




(b)  Definition of
Change in Control. For
purposes of the Plan, a “Change in
Control” shall mean the
happening of any of the following events:




(i)  An acquisition by any individual,
entity or “group” (within the meaning of Section 13(d)(3) or 14(d)(2) of the
Exchange Act) (a “Person”) of beneficial ownership (within the
meaning of Rule 13d-3 promulgated under the Exchange Act) of 331⁄3% or more of
either (1) the then outstanding shares of common stock of the Company (the
“Outstanding
Company Common Stock”) or
(2) the combined voting power of the then outstanding voting securities of the
Company entitled to vote generally in the election of directors (the
“Outstanding
Company Voting Securities”); excluding, however, the following:
(1) any acquisition directly from the Company, other than an acquisition by
virtue of the exercise of a conversion privilege unless the security being so
converted was itself acquired directly from the Company, (2) any acquisition by
the Company, (3) any acquisition by any employee benefit plan (or related trust)
sponsored or maintained by the Company or any entity controlled by the Company,
(4) any acquisition pursuant to a transaction which complies with clauses (1),
(2) or (3) of this Section 10(b)(i), or (5) any Change in Control triggered
solely because the percentage of Outstanding Company Common Stock or Outstanding
Company Voting Securities held by any Person (the “Subject
Person”)exceeds the designated percentage
threshold thereof as a result of a repurchase or other acquisition of securities
by the Company reducing the number of shares outstanding, provided that if a
Change in Control would occur (but for the operation of this sentence) as a
result of the acquisition of securities by the Company, and after such share
acquisition, the Subject Person becomes the owner of any additional voting
securities that, assuming the repurchase or other acquisition had not occurred,
increases the percentage of the then outstanding voting securities owned by the
Subject Person over the designated percentage threshold, then a Change in
Control shall be deemed to occur; or




(ii)  A change in the composition of the
Board such that the individuals who, as of the Effective Date, constitute the
Board (such Board shall be hereinafter referred to as the “Incumbent
Board”) cease for any
reason to constitute at least a majority of the Board; provided, however, for
purposes of this Section 10(b)(ii), that any individual who becomes a member of
the Board subsequent to the Effective Date, whose election, or nomination for
election by the Company’s stockholders, was approved by a vote of at least a
majority of those individuals who are members of the Board and who were also
members of the Incumbent Board (or deemed to be such pursuant to this proviso)
shall be considered as though such individual were a member of the Incumbent
Board; but, provided, further, that any such individual whose initial assumption
of office occurs as a result of an actual or threatened election contest with
respect to the election or removal of directors or other actual or threatened
solicitation of proxies or consents by or on behalf of a Person other than the
Board shall not be so considered as a member of the Incumbent Board;
or




(iii)  Consummation of a reorganization,
merger or consolidation or sale or other disposition of all or substantially all
of the assets of the Company (“Corporate
Transaction”); excluding,
however, such a Corporate Transaction pursuant to which (1) all or substantially
all of the individuals and entities who are the beneficial owners, respectively,
of the Outstanding Company Common Stock and Outstanding Company Voting
Securities immediately prior to such Corporate Transaction will beneficially
own, directly or indirectly, more than 50% of, respectively, the outstanding
shares of common stock, and the combined voting power of the then outstanding
voting securities entitled to vote generally in the election of directors, as
the case may be, of the corporation resulting from such Corporate Transaction
(including, without limitation, a corporation which as a result of such
transaction owns the Company or all or substantially all of the Company’s assets
either directly or through one or more subsidiaries) in substantially the same
proportions as their ownership, immediately prior to such Corporate Transaction,
of the Outstanding Company Common Stock and Outstanding Company Voting
Securities, as the case may be, (2) no Person (other than the Company, any
employee benefit plan (or related trust) of the Company or such corporation
resulting from such Corporate Transaction) will beneficially own, directly or
indirectly, 331⁄3% or more of, respectively, the outstanding shares of common
stock of the corporation resulting from such Corporate Transaction or the
combined voting power of the outstanding voting securities of such corporation
entitled to vote generally in the election of directors except to the extent
that such ownership existed prior to the Corporate Transaction, and (3)
individuals who were members of the Incumbent Board will constitute at least a
majority of the members of the board of directors of the corporation resulting
from such Corporate Transaction; or







(iv)  The approval by the stockholders of the
Company of a complete liquidation or dissolution of the Company, or a complete
dissolution or liquidation of the Company shall otherwise
occur.




The term
Change in Control shall not include a sale of assets, merger or other
transaction effected exclusively for the purpose of changing the domicile of the
Company.




Notwithstanding
the foregoing or any other provision of the Plan, the definition of Change in
Control (or any analogous term) in an Award Agreement between the Company or any
Subsidiary and the Participant shall supersede the foregoing definition with
respect to Stock Awards subject to such agreement (it being understood, however,
that if no definition of Change in Control or any analogous term is set forth in
such an Award Agreement, the foregoing definition shall
apply).  Furthermore, notwithstanding subclauses (i), (ii), (iii) or
(iv), for purposes of Awards hereunder that are subject to the provisions of
Section 409A of the Code and that provide for accelerated payment upon Change in
Control, no Change in Control shall be deemed to have occurred upon an event
described in (i), (ii), (iii) or (iv) unless such event would constitute a
“change in control” under Section 409A of the Code (regarding change in the
ownership or effective control of a corporation, or a change in the ownership of
a substantial portion of the assets of a corporation) and related guidance
thereunder.






SECTION 11.
            Forfeiture
      of Awards




Notwithstanding
anything in the Plan to the contrary, the Plan Administrator shall have the
authority under the Plan to provide in any Award Agreement that in the event of
serious misconduct by a Participant (including, without limitation, any
misconduct prejudicial to or in conflict with the Company or its Subsidiaries or
Affiliates, or any Termination of Employment for Cause), or any activity of a
Participant in competition with the business of the Company or any Subsidiary or
Affiliate, any outstanding Award granted to such Participant shall be cancelled,
in whole or in part, whether or not vested. The determination of whether a
Participant has engaged in a serious breach of conduct or any activity in
competition with the business of the Company or any Subsidiary or Affiliate
shall be determined by the Plan Administrator in its sole discretion. This
Section 11 shall have no application following a Change in Control.






SECTION 12.
            Term,
      Amendment and Termination




The Plan
will terminate on the tenth anniversary of the Effective Date. Under the Plan,
Awards outstanding as of such date shall not be affected or impaired by the
termination of the Plan.




The Board
may amend, alter, or discontinue the Plan, but no amendment, alteration or
discontinuation shall be made which would impair the rights of a Participant
under a Stock Option or a recipient of a Restricted Stock Award, Performance
Unit Award or other Award theretofore granted without the Participant’s or
recipient’s consent, except such an amendment made to comply with applicable
law, stock exchange rules or accounting rules. In addition, no such amendment
shall be made without the approval of the Company’s stockholders to the extent
such approval is required by applicable law or stock exchange
rules.




The Plan
Administrator may amend the terms of any Stock Option or other Award theretofore
granted, prospectively or retroactively, but no such amendment shall cause a
Qualified Performance-Based Award to cease to qualify for the Section 162(m)
Exemption or impair the rights of any holder without the holder’s consent except
such an amendment made to cause the Plan or Award to comply with applicable law,
stock exchange rules or accounting rules.







Subject
to the above provisions, the Board shall have authority to amend the Plan to
take into account changes in law and tax and accounting rules as well as other
developments, and to grant Awards which qualify for beneficial treatment under
such rules without stockholder approval.






SECTION 13.
            Unfunded
      Status of Plan




It is
presently intended that the Plan constitute an “unfunded” plan for incentive and
deferred compensation. The Plan Administrator may authorize the creation of
trusts or other arrangements to meet the obligations created under the Plan to
deliver Common Stock or make payments; provided, however, that unless the Plan
Administrator otherwise determines, the existence of such trusts or other
arrangements is consistent with the “unfunded” status of the Plan.






SECTION 14.
            General
      Provisions




(a)  Availability of
Shares. During the terms
of any Awards under the Plan, the Company shall keep available at all times the
number of shares of Common Stock required to satisfy such
Awards.




(b)  Securities Law
Compliance. The Company
shall seek to obtain from each regulatory commission or agency having
jurisdiction over the Plan such authority as may be required to grant Awards and
to issue and sell shares of Common Stock upon exercise of the Awards.
Notwithstanding any other provision of the Plan or agreements made pursuant
thereto, the Company shall not be required to issue or deliver any certificate
or certificates for shares of Common Stock under the Plan prior to fulfillment
of all of the following conditions:




(i)  Listing or approval for listing upon
notice of issuance, of such shares on NASDAQ, or such other securities exchange
as may at the time be the principal market for the Common
Stock;




(ii)  Any registration or other qualification
of such shares of the Company under any state or federal law or regulation, or
the maintaining in effect of any such registration or other qualification which
the Plan Administrator shall, in its absolute discretion upon the advice of
counsel, deem necessary or advisable; and




(iii)  Obtaining any other consent, approval,
or permit from any state or federal governmental agency which the Plan
Administrator shall, in its absolute discretion after receiving the advice of
counsel, determine to be necessary or advisable.




(c)  Investment
Assurances. The Company
may require a Participant, as a condition of acquiring Common Stock under any
Award, (i) to give written assurances satisfactory to the Company as to the
Participant’s knowledge and experience in financial and business matters and/or
to employ a purchaser representative reasonably satisfactory to the Company who
is knowledgeable and experienced in financial and business matters and that he
or she is capable of evaluating, alone or together with the purchaser
representative, the merits and risks of exercising the Award; and (ii) to give
written assurances satisfactory to the Company stating that the Participant is
acquiring Common Stock subject to the Award for the Participant’s own account
and not with any present intention of selling or otherwise distributing the
Common Stock. The foregoing requirements, and any assurances given pursuant to
such requirements, shall be inoperative if (1) the issuance of the shares of
Common Stock upon the exercise or acquisition of Common Stock under the Award
has been registered under a then currently effective registration statement
under the Securities Act or (2) as to any particular requirement, a
determination is made by counsel for the Company that such requirement need not
be met in the circumstances under the then applicable securities laws. The
Company may, upon advice of counsel to the Company, place legends on stock
certificates issued under the Plan as such counsel deems necessary or
appropriate in order to comply with applicable securities laws, including, but
not limited to, legends restricting the transfer of the Common
Stock.







(d)  No Limit of Other
Arrangements.  Nothing contained in the Plan shall prevent the
Company or any Subsidiary or Affiliate from adopting other or additional
compensation arrangements for its employees.




(e)  No Contract of
Employment. The Plan shall
not constitute a contract of employment, and adoption of the Plan shall not
confer upon any employee any right to continued employment, nor shall it
interfere in any way with the right of the Company or any Subsidiary or
Affiliate to terminate the employment of any employee at any
time.




(f)  Tax
Withholding. No later than
the date as of which an amount first becomes includible in the gross income of
the Participant for federal income tax purposes in the Participant’s or the
Permitted Transferee’s tax home country with respect to any Award under the
Plan, the Participant shall pay to the Company, or make arrangements
satisfactory to the Company regarding the payment of, any federal, state, local
or foreign taxes of any kind required by law to be withheld with respect to such
amount. Unless otherwise determined by the Company, withholding obligations may
be settled with Common Stock, including Common Stock that is part of the Award
that gives rise to the withholding requirement; provided, that not more than the
legally required minimum withholding may be settled with Common Stock. The
obligations of the Company under the Plan shall be conditional on such payment
or arrangements, and the Company and its Affiliates shall, to the extent
permitted by law, have the right to deduct any such taxes from any payment
otherwise due to the Participant. The Plan Administrator may establish such
procedures as it deems appropriate, including making irrevocable elections, for
the settlement of withholding obligations with Common Stock.




(g)  Dividends. Reinvestment of dividends in
additional Restricted Stock at the time of any dividend payment shall only be
permissible if sufficient shares of Common Stock are available under Section 3
for such reinvestment (taking into account then outstanding Stock Options and
other Awards).




(h)  Death
Beneficiary. The Plan
Administrator shall establish such procedures as it deems appropriate for a
Participant to designate a beneficiary to whom any amounts payable in the event
of the Participant’s death are to be paid or by whom any rights of the
Participant, after the Participant’s death, may be
exercised.




(i)  Subsidiary
Employees. In the case of
a grant of an Award to any employee of a Subsidiary of the Company, the Company
may, if the Plan Administrator so directs, issue or transfer the shares of
Common Stock, if any, covered by the Award to the Subsidiary, for such lawful
consideration as the Plan Administrator may specify, upon the condition or
understanding that the Subsidiary will transfer the shares of Common Stock to
the employee in accordance with the terms of the Award specified by the Plan
Administrator pursuant to the provisions of the Plan. All shares of Common Stock
underlying Awards that are forfeited or canceled should revert to the
Company.




(j)  Use of Proceeds
From Stock. Proceeds from
the sale of Common Stock pursuant to Awards shall constitute general funds of
the Company.




(k)  Governing
Law. The Plan and all
Awards made and actions taken thereunder shall be governed by and construed in
accordance with the laws of the State of Delaware, without reference to
principles of conflict of laws.




(l)  Nontransferability. Except as otherwise provided in
Section 5(e) or by the Plan Administrator, Awards under the Plan are not
transferable except by will or by laws of descent and
distribution.




(m)Modifications Regarding Foreign
Laws.In the event an Award is granted to a Participant who is employed
or providing services outside the United States and who is not compensated from
a payroll maintained in the United States, the Plan Administrator may, in its
sole discretion, (i) modify the provisions of the Plan as they pertain to such
individual to comply with applicable foreign law and (ii) provide for the
issuance of securities evidencing interests in Common Stock, with such
securities reducing the shares available for issuance under the Plan based upon
the number of shares of Common Stock underlying (or otherwise evidenced by) such
securities.








(n)Compliance with Section 409A of the
Code.  The following special rules will apply only to an Award
that is subject to the provisions of Section 409A of the Code:




(i)           If any amount is payable with respect
to any Award as a result of a Participant’s Termination of Employment, then,
notwithstanding any other provision of the Plan or Award Agreement, a
Termination of Employment or other service will be deemed to have occurred only
at such time as the Participant has experienced a “separation from service” as
such term is defined for purposes of Section 409A of the
Code.




(ii)           If
any amount is payable with respect to any Award as a result of a Participant’s
Termination of Employment at such time as the Participant is a “specified
employee,” as defined for purposes of Section 409A of the Code, then,
notwithstanding any other provision of the Plan or an Award Agreement, no
payment shall be made, except as permitted under Code Section 409A, prior to the
first day of the seventh (7th) calendar month beginning after the Participant’s
separation from service (or the date of his or her earlier death). The Company
may adopt a specified employee policy that will apply to identify the specified
employees for all deferred compensation plans subject to Section 409A of the
Code; otherwise, specified employees will be identified using the default
standards contained in the regulations under Section 409A of the
Code.





SECTION 15.
            Effective
      Date of Plan




The Plan
shall be effective as June 17, 2005 (the “Effective Date”),
provided that it is approved by the stockholders of the Company in accordance
with all applicable laws, regulations and stock exchange rules and listing
standards.  The effective date of this amendment and restatement shall
be December 31, 2008.