Exhibit 10.11  FTD GROUP, INC.
2005 EQUITY INCENTIVE AWARD PLAN  AMENDED
AND RESTATED AS OF OCTOBER 29, 2008  AND AS  ASSUMED AND ADMINISTERED BY UNITED ONLINE,
INC.  ARTICLE 1  PURPOSE  The purpose of the FTD
Group, Inc. 2005 Equity Incentive Award Plan, As Amended and Restated as
of October 29, 2008 and Assumed by United Online, Inc. (the Plan), is to promote the success and
enhance the value of United Online, Inc. (the Company by linking the
personal interests of the members of the Board, Employees, and Consultants to
those of Company stockholders and by providing such individuals with an
incentive for outstanding performance to generate superior returns to Company
stockholders. The Plan is further intended to provide flexibility to the
Company in its ability to motivate, attract, and retain the services of members
of the Board, Employees, and Consultants upon whose judgment, interest, and
special effort the successful conduct of the Companys operation is largely
dependent.  The Plan was originally implemented
by FTD Group, Inc. as an amendment and restatement of the Stock Option
Plan of Mercury Man Holdings Corporation, adopted as of September 30, 2004
(the Original Plan).  The unallocated
share reserve existing under the Plan immediately prior to the Companys
acquisition of FTD Group, Inc. pursuant to that certain Agreement and Plan
of Merger by and among the Company, UNOLA Corp. and FTD Group, Inc. dated April 30,
2008 (the Merger Agreement) was assumed by the Company in connection with
such acquisition. However, such share reserve has been adjusted to reflect the
exchange ratio established by the Board on August 25, 2008 (the Exchange
Ratio) in accordance with Nasdaq rules.  ARTICLE 2  DEFINITIONS AND CONSTRUCTION  Wherever the following
terms are used in the Plan they shall have the meanings specified below, unless
the context clearly indicates otherwise. The singular pronoun shall include the
plural where the context so indicates.  2.1   Award means an Option, a Restricted Stock
award, a Stock Appreciation Right award, a Performance Share award, a
Performance Stock Unit award, a Dividend Equivalents award, a Stock Payment
award, a Deferred Stock award, a Restricted Stock Unit award, an Other
Stock-Based Award, or a Performance-Based Award granted to a Participant
pursuant to the Plan.  2.2   Award Agreement means any written
agreement, contract, or other instrument or document evidencing an Award.  2.3   Board means the Board of Directors of the
Company.  2.4   Change in Control means a change in ownership or control of the
Company effected through either of the following transactions:  (a) 
the acquisition, directly or indirectly by any person or related group of
persons (other than the Company or a person that directly or indirectly controls,
is controlled by, or is under common control with, the  1


Company), of beneficial ownership (within the meaning
of Rule 13d-3 of the 1934 Act) of securities possessing more than fifty
percent (50%) of the total combined voting power of the Companys outstanding
securities pursuant to a tender or exchange offer made directly to the Companys
stockholders, or  (b) a
change in the composition of the Board over a period of thirty-six (36)
consecutive months or less such that a majority of the Board members ceases, by
reason of one or more contested elections for Board membership, to be comprised
of individuals who either (A) have been Board members continuously since
the beginning of such period or (B) have been elected or nominated for
election as Board members during such period by at least a majority of the
Board members described in clause (A) who were still in office at the time
the Board approved such election or nomination.  2.5   Code means the Internal Revenue Code of
1986, as amended.  2.6   Committee means the committee of the
Board described in Article 12.  2.7  Consultant means any consultant or
adviser if:  (a)   The
consultant or adviser renders bona fide services to the Company;  (b)   The
services rendered by the consultant or adviser are not in connection with the
offer or sale of securities in a capital-raising transaction and do not
directly or indirectly promote or maintain a market for the Companys
securities; and  (c)   The
consultant or adviser is a natural person who has contracted directly with the
Company to render such services.  2.8   Corporate Event means, as determined by
the Committee (or by the Board, in the case of Options granted to Independent
Directors) in its sole discretion, any transaction or event described in Section 11.1(a) or
any unusual or nonrecurring transaction or event affecting the Company, any
affiliate of the Company, or the financial statements of the Company or any
affiliate of the Company.  2.9    Corporate Transaction means either of the following
stockholder approved transactions to which the Company is a party:  (a)   a
merger, consolidation or reorganization approved by the Companys stockholders,
unless securities representing more than fifty percent (50%) of the
total combined voting power of the voting securities of the successor
corporation are immediately thereafter beneficially owned, directly or
indirectly and in substantially the same proportion, by the persons who
beneficially owned the Companys outstanding voting securities immediately
prior to such transaction, or  (b)   any
stockholder-approved transfer or other disposition of all or substantially all
of the Companys assets.  2.10   Covered Employee means an Employee who
is, or could be, a covered employee within the meaning of Section 162(m) of
the Code.  2.11   Deferred Stock means a right to receive a
specified number of shares of Stock during specified time periods pursuant to Article 8.  2.12   Disability means that the Participant
qualifies to receive long-term disability payments under the Companys
long-term disability insurance program, as it may be amended from time to time.  2


2.13   Dividend Equivalents means a right
granted to a Participant pursuant to Article 8 to receive the equivalent
value (in cash or Stock) of dividends paid on Stock.  2.14   Effective Date shall have the meaning set
forth in Section 13.1.  2.15   Eligible Individual means any person who
is an Employee, a Consultant or a member of the Board, as determined by the
Committee, subject, however, to the limitations of Section 4.1.  2.16   Employee means any officer or other
employee (as defined in accordance with Section 3401(c) of the Code)
of the Company or any Subsidiary.  2.17   Exchange Act means the Securities
Exchange Act of 1934, as amended.  2.18   Fair Market Value per share of the
Companys common stock on any relevant date shall be the closing selling price
per share of the Companys common stock at the close of regular hours trading
(i.e., before after-hours trading begins) on the date in question on the Stock
Exchange serving as the primary market for the Companys common stock, as such
price is reported by the National Association of Securities Dealers (if
primarily traded on the Nasdaq Global or Global Select Market) or as officially
quoted in the composite tape of transactions on any other Stock Exchange on
which the Companys common stock is then primarily traded.  If there is no closing selling price for the
Companys common stock on the date in question, then the Fair Market Value
shall be the closing selling price on the last preceding date for which such
quotation exists.  2.19   Hostile Take-Over means the acquisition, directly or
indirectly, by any person or related group of persons (other than the Company
or a person that directly or indirectly controls, is controlled by, or is under
common control with, the Company) of beneficial ownership (within the meaning of
Rule 13d-3 of the 1934 Act) of securities possessing more than fifty
percent (50%) of the total combined voting power of the Companys outstanding
securities pursuant to a tender or exchange offer made directly to the Companys
stockholders which the Board does not recommend such stockholders to accept.  2.20   Incentive Stock Option means an Option
that is intended to meet the requirements of Section 422 of the Code or
any successor provision thereto.  2.21   Independent Director means a member of
the Board who is not an Employee of the Company.  2.22   1934 Act means the Securities Exchange Act of 1934, as
amended.  2.23   Non-Employee Director means a member of
the Board who qualifies as a Non-Employee Director as defined in Rule 16b-3(b)(3) of
the Exchange Act, or any successor definition adopted by the Board.  2.24   Non-Qualified Stock Option means an
Option that is not intended to be an Incentive Stock Option.  2.25   Option means a right granted to a
Participant pursuant to Article 5 of the Plan to purchase a specified
number of shares of Stock at a specified price during specified time periods.
Options granted prior to August 26, 2008 may be either Incentive Stock
Options or a Non-Qualified Stock Options. No Incentive Stock Options shall be
granted under the Plan on or after August 26, 2008.  2.26   Other Stock-Based Award means an Award
granted or denominated in Stock or units of Stock pursuant to Section 8.7
of the Plan.  2.27   Participant means any Eligible Individual
who, as a member of the Board, Consultant or Employee, has been granted an
Award pursuant to the Plan.  3


2.28   Performance-Based Award means an Award
granted to a selected Eligible Employee pursuant to Articles 6 and 8, but which
is subject to the terms and conditions set forth in Article 9. All
Performance-Based Awards are intended to qualify as Qualified Performance-Based
Compensation.  2.29   Performance Criteria means the criteria
that the Committee selects for purposes of establishing the Performance Goal or
Performance Goals for a Participant for a Performance Period. The Performance
Criteria that will be used to establish Performance Goals are limited to the
following: net earnings (either before or after interest, taxes, depreciation
and amortization), economic value-added (as determined by the Committee), sales
or revenue, net income (either before or after taxes), operating earnings, cash
flow (including, but not limited to, operating cash flow and free cash flow),
cash flow return on capital, return on net assets, return on stockholders
equity, return on assets, return on capital, stockholder returns, return on
sales, gross or net profit margin, productivity, expense, margins, operating
efficiency, customer satisfaction, working capital, earnings per share, price
per share of Stock, and market share, any of which may be measured either in
absolute terms or as compared to any incremental increase or as compared to
results of a peer group. The Committee shall, within the time prescribed by Section 162(m) of
the Code, define in an objective fashion the manner of calculating the
Performance Criteria it selects to use for such Performance Period for such
Participant.  2.30   Performance Goals means, for a Performance
Period, the goals established in writing by the Committee for the Performance
Period based upon the Performance Criteria. Depending on the Performance
Criteria used to establish such Performance Goals, the Performance Goals may be
expressed in terms of overall Company performance or the performance of a
division, business unit, or an individual. The Committee, in its discretion,
may, within the time prescribed by Section 162(m) of the Code, adjust
or modify the calculation of Performance Goals for such Performance Period in
order to prevent the dilution or enlargement of the rights of Participants (a) in
the event of, or in anticipation of, any unusual or extraordinary corporate
item, transaction, event, or development, or (b) in recognition of, or in
anticipation of, any other unusual or nonrecurring events affecting the
Company, or the financial statements of the Company, or in response to, or in
anticipation of, changes in applicable laws, regulations, accounting
principles, or business conditions.  2.31   Performance Period means the one or more
periods of time, which may be of varying and overlapping durations, as the
Committee may select, over which the attainment of one or more Performance
Goals will be measured for the purpose of determining a Participants right to,
and the payment of, a Performance-Based Award.  2.32   Performance Share means a right granted
to a Participant pursuant to Article 8, to receive Stock, the payment of
which is contingent upon achieving certain Performance Goals or other
performance-based targets established by the Committee.  2.33   Performance Stock Unit means a right
granted to a Participant pursuant to Article 8, to receive Stock, the
payment of which is contingent upon achieving certain Performance Goals or
other performance-based targets established by the Committee.  2.34   Plan means this 2005 Equity Incentive
Award Plan, Amended and Restated as of October 29, 2008, and Assumed and
Administered by the Company, as it may be amended from time to time.  2.35   Qualified Performance-Based Compensation
means any compensation that is intended to qualify as qualified
performance-based compensation as described in Section 162(m)(4)(C) of
the Code.  2.36   Restricted Stock means Stock awarded to a
Participant pursuant to Article 6 that is subject to certain restrictions
and may be subject to risk of forfeiture.  2.37   Restricted Stock Unit means an Award
granted pursuant to Section 8.6.  2.38   Securities Act shall mean the Securities
Act of 1933, as amended.  4


2.39   Stock means the common stock of the
Company, par value $0.0001 per share, and such other securities of the Company
that may be substituted for Stock pursuant to Article 11.  2.40   Stock Appreciation Right or SAR means a right granted pursuant to Article 7
to receive a payment equal to the excess of the Fair Market Value of a
specified number of shares of Stock on the date the SAR is exercised over the
Fair Market Value on the date the SAR was granted as set forth in the
applicable Award Agreement.  2.41   Stock
Exchange means the American Stock Exchange, the Nasdaq Global or Global Select
Market or the New York Stock Exchange.  2.42   Stock Payment means (a) a payment in
the form of shares of Stock, or (b) an option or other right to purchase
shares of Stock, as part of any bonus, deferred compensation or other
arrangement, made in lieu of all or any portion of the compensation, granted
pursuant to Article 8.  2.43   Subsidiary means any subsidiary
corporation as defined in Section 424(f) of the Code and any
applicable regulations promulgated thereunder or any other entity of which a
majority of the outstanding voting stock or voting power is beneficially owned
directly or indirectly by the Company.  ARTICLE 3  SHARES SUBJECT TO THE PLAN  3.1Number of Shares.  (a)   Subject to Article 11 and Section 3.1(b),
the aggregate number of shares of Stock which may be issued or transferred
pursuant to Awards under the Plan shall be 1,462,338 shares (as adjusted for
the Exchange Ratio and subject to further adjustment pursuant to Section 11.1(a) below).
In order that the applicable regulations under the Code relating to Incentive
Stock Options be satisfied, the maximum number of shares of Stock that may be
delivered upon exercise of Incentive Stock Options shall be the number
specified in this Section 3.1(a), and, if necessary to satisfy such
regulations, such maximum limit shall apply to the number of shares of Stock
that may be delivered in connection with each other type of Award under the
Plan (applicable separately to each type of Award); provided, however, that (i) no
further Incentive Stock Options shall be granted under the Plan on or after August 26,
2008 and (ii) not more than 1,462,338 shares (subject to further
adjustment pursuant to Section 11.1(a) below) may be issued in the
aggregate under the Plan from and after August 26, 2008.  (b)   To the extent that an Award
terminates, expires, or lapses for any reason, any shares of Stock subject to
the Award shall again be available for the grant of an Award pursuant to the
Plan. Additionally, any shares of Stock tendered or withheld to satisfy the
grant or exercise price or tax withholding obligation pursuant to any Award
shall again be available for the grant of an Award pursuant to the Plan. To the
extent permitted by applicable law or any exchange rule, shares of Stock 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 shall not
be counted against shares of Stock available for grant pursuant to this Plan.
Cash settlements of Dividend Equivalents in conjunction with any outstanding
Awards shall not be counted against the shares available for issuance under the
Plan.  3.2Stock Distributed.    Any
Stock distributed pursuant to an Award may consist, in whole or in part, of
authorized and unissued Stock, treasury Stock or Stock purchased on the open
market.  3.3Limitation on Number of
Shares Subject to Awards.    Notwithstanding any
provision in the Plan to the contrary, and subject to Article 11, the
maximum number of shares of Stock with respect to one or more Awards that may
be granted to any one Participant during a one-year period (measured from the
date of any grant made to the  5


Participant) shall be
1,912,767 shares (as adjusted for the Exchange Ratio and subject to further
adjustment pursuant to Section 11.1(a) below).  ARTICLE 4  ELIGIBILITY AND PARTICIPATION  4.1Eligibility.    Each
Eligible Individual shall be eligible to be granted one or more Awards pursuant
to the Plan.  In no event will any Awards
be granted to (i) any individuals who were employed on or before August 26,
2008 by the Company or any Subsidiary (other than FTD Group, Inc. or any
then-existing subsidiary of FTD Group, Inc.) or (ii) any individuals
who were serving on August 26, 2008 as non-employee members of the board
of directors of the Company or any Subsidiary (other than FTD Group, Inc.
or any then-existing subsidiary of FTD Group, Inc.).  4.2Participation.    Subject
to the provisions of the Plan, the Committee may, from time to time, select
from among all Eligible Individuals, those to whom Awards shall be granted and
shall determine the nature and amount of each Award. No Eligible Individual
shall have any right to be granted an Award pursuant to this Plan.  4.3Foreign Participants.    In
order to assure the viability of Awards granted to Participants employed in
foreign countries, the Committee may provide for such special terms as it may
consider necessary or appropriate to accommodate differences in local law, tax
policy, or custom. Moreover, the Committee may approve such supplements to, or
amendments, restatements, or alternative versions of, the Plan as it may
consider necessary or appropriate for such purposes without thereby affecting
the terms of the Plan as in effect for any other purpose; provided, however, that no such supplements,
amendments, restatements, or alternative versions shall increase the share
limitations contained in Sections 3.1 and 3.3 of the Plan.  ARTICLE 5  STOCK OPTIONS  5.1General.    The
Committee is authorized to grant Options to Participants on the following terms
and conditions:  (a) Exercise
Price.    The exercise price per share of Stock
subject to an Option shall be determined by the Committee and set forth in the
Award Agreement; provided that
the exercise price for any Option shall not be less than 100% of the Fair
Market Value of a share of Stock on the date of grant.  (b) Time
and Conditions of Exercise.    The Committee
shall determine the time or times at which an Option may be exercised in whole
or in part; provided that the
term of any Option granted under the Plan shall not exceed ten years. The
Committee shall also determine the performance or other conditions, if any,
that must be satisfied before all or part of an Option may be exercised.  (c) Payment.    The
Committee shall determine the methods by which the exercise price of an Option
may be paid, the form of payment, including, without limitation: (i) cash,
(ii) promissory note bearing interest at a market rate or such higher rate
as may be required to preclude the imputation of interest under the Code, (iii) shares
of Stock held for such period of time as may be required by the Committee in
order to avoid adverse accounting consequences and having a Fair Market Value
on the date of delivery equal to the aggregate exercise price of the Option or
exercised portion thereof, or (iv) other property acceptable to the
Committee (including through the delivery of a notice that the Participant has
placed a market sell order with a broker with respect to shares of Stock then
issuable upon exercise of the Option, and that the broker has been directed to
pay a sufficient portion of the net proceeds of the sale to the Company in
satisfaction of the Option exercise price; provided
that payment of such proceeds is then made to the Company upon settlement of
such sale), and the methods by which shares of Stock shall be delivered or
deemed to be  6


delivered to Participants. Notwithstanding any other
provision of the Plan to the contrary, no Participant who is a member of the
Board or an executive officer of the Company within the meaning of Section 13(k) of
the Exchange Act shall be permitted to pay the exercise price of an Option in
any method which would violate Section 13(k) of the Exchange Act.  (d) Evidence
of Grant.    All Options shall be evidenced by a
written Award Agreement between the Company and the Participant. The Award
Agreement shall include such additional provisions as may be specified by the
Committee.  5.2Incentive Stock Options.    The
terms of any Incentive Stock Options granted pursuant to the Plan must comply
with the conditions and limitations contained Section 13.2 and this Section 5.2.  (a) Eligibility.    Incentive
Stock Options may be granted only to employees of FTD Group, Inc. or any subsidiary
corporation thereof (within the meaning of Section 424(f) of the
Code and the applicable regulations promulgated thereunder). Notwithstanding
the foregoing, no Incentive Stock Options will be granted under the Plan on or
after August 26, 2008.  (b) Exercise
Price.    The exercise price per share of Stock
shall be set by the Committee; provided
that subject to Section 5.2(e) the exercise price for any Incentive
Stock Option shall not be less than 100% of the Fair Market Value on the date
of grant.  (c) Expiration.    Subject
to Section 5.2(e), an Incentive Stock Option may not be exercised to any
extent by anyone after the tenth anniversary of the date it is granted, unless
an earlier time is set in the Award Agreement.  (d) Individual
Dollar Limitation.    The aggregate Fair Market
Value (determined as of the time the Option is granted) of all shares of Stock
with respect to which Incentive Stock Options are first exercisable by a
Participant in any calendar year may not exceed $100,000 or such other
limitation as imposed by Section 422(d) of the Code, or any successor
provision. To the extent that Incentive Stock Options are first exercisable by
a Participant in excess of such limitation, the excess shall be considered
Non-Qualified Stock Options.  7


(e) Ten
Percent Owners.    An Incentive Stock Option
shall be granted to any individual who, at the date of grant, owns stock
possessing more than ten percent of the total combined voting power of all
classes of Stock of the Company only if such Option is granted at a price that
is not less than 110% of Fair Market Value on the date of grant and the Option
is exercisable for no more than five years from the date of grant.  (f) Notice
of Disposition.    The Participant shall give
the Company prompt notice of any disposition of shares of Stock acquired by
exercise of an Incentive Stock Option within (i) two years from the date
of grant of such Incentive Stock Option or (ii) one year after the
transfer of such shares of Stock to the Participant.  (g) Right
to Exercise.    During a Participants lifetime,
an Incentive Stock Option may be exercised only by the Participant.  5.3Substitution of Stock
Appreciation Rights.    The Committee may
provide in the Award Agreement evidencing the grant of an Option that the
Committee, in its sole discretion, shall have the right to substitute a Stock
Appreciation Right for such Option at any time prior to or upon exercise of such
Option, subject to the provisions of Section 7.2 hereof; provided that
such Stock Appreciation Right shall be exercisable with respect to the same
number of shares of Stock for which such substituted Option would have been
exercisable and shall have the same exercise price per share as the exercise
price per share in effect for the Option at the time of such substitution.  5.4Paperless Exercise.    In
the event that the Company establishes, for itself or using the services of a
third party, an automated system for the exercise of Options, such as a system
using an internet website or interactive voice response, then the paperless
exercise of options by a Participant may be permitted through the use of such
an automated system.  5.5Granting of Options to
Independent Directors.    The Board may from
time to time, in its sole discretion, and subject to the limitations of the
Plan, including (without limitation) the eligibility provisions of Section 4.1:  (a)   Select from among the Independent
Directors (including Independent Directors who have previously been granted
Options under the Plan) such of them as in its opinion should be granted
Options;  (b)   Subject to Section 3.3,
determine the number of shares of Stock that may be purchased upon exercise of
the Options granted to such selected Independent Directors; and  (c)   Subject to the provisions of this
Article 5, determine the terms and conditions of such Options, consistent
with the Plan.  Options granted to
Independent Directors shall be Non-Qualified Stock Options.  ARTICLE 6  RESTRICTED STOCK AWARDS  6.1Grant of Restricted Stock.    The
Committee is authorized to make Awards of Restricted Stock to any Participant
selected by the Committee in such amounts and subject to such terms and conditions
as determined by the Committee. All Awards of Restricted Stock shall be
evidenced by a written Restricted Stock Award Agreement.  6.2Issuance and Restrictions.    Restricted
Stock shall be subject to such restrictions on transferability and other
restrictions as the Committee may impose (including, without limitation,
limitations on the right to vote Restricted Stock or the right to receive
dividends on the Restricted Stock). These restrictions may lapse separately or
in combination at such times, pursuant to such circumstances, in such
installments, or otherwise, as the Committee determines at the time of the
grant of the Award or thereafter.  8


6.3Forfeiture.    Except
as otherwise determined by the Committee at the time of the grant of the Award
or thereafter, upon termination of employment or service during the applicable
restriction period, Restricted Stock that is at that time subject to
restrictions shall be forfeited; provided,
however, that  the Committee
may (a) provide in any Restricted Stock Award Agreement that restrictions
or forfeiture conditions relating to Restricted Stock will be waived in whole
or in part in the event of terminations resulting from specified causes, and (b) in
other cases waive in whole or in part restrictions or forfeiture conditions
relating to Restricted Stock; and  provided, further, that any such waiver with respect to
Restricted Stock intended to be Qualified Performance-Based Compensation shall
be subject to the limitations and restrictions of Article 9.  6.4Certificates for Restricted
Stock.    Restricted Stock granted pursuant to
the Plan may be evidenced in such manner as the Committee shall determine. If
certificates representing shares of Restricted Stock are registered in the name
of the Participant, certificates must bear an appropriate legend referring to
the terms, conditions, and restrictions applicable to such Restricted Stock,
and the Company may, at its discretion, retain physical possession of the
certificate until such time as all applicable restrictions lapse.  ARTICLE 7  STOCK APPRECIATION RIGHTS  7.1Grant of Stock Appreciation
Rights.    A Stock Appreciation Right may be
granted to any Participant selected by the Committee. A Stock Appreciation
Right may be granted (a) in connection and simultaneously with the grant
of an Option, (b) with respect to a previously granted Option, or (c) independent
of an Option. A Stock Appreciation Right shall be subject to such terms and
conditions not inconsistent with the Plan as the Committee shall impose and
shall be evidenced by an Award Agreement.  7.2Coupled Stock Appreciation
Rights.  (a)   A Coupled Stock Appreciation
Right (CSAR) shall be related
to a particular Option and shall be exercisable only when and to the extent the
related Option is exercisable, provided,
however, that the exercise price
for any CSAR shall not be less than 100% of the Fair Market Value on the date
of grant, if granted simultaneously with such Option, or not less than the
Option exercise price per share for the coupled Option if granted subsequently;
and provided, further, that, the Committee in its sole
and absolute discretion may provide that the CSAR may be exercised subsequent
to a termination of employment or service, as applicable, or following a
Corporate Event, or because of the Participants retirement, death or
disability, or otherwise.  (b)   A CSAR may be granted to a
Participant for no more than the number of shares subject to the simultaneously
or previously granted Option to which it is coupled.  (c)   A CSAR shall entitle the
Participant (or other person entitled to exercise the Option pursuant to the
Plan) to surrender to the Company the unexercised portion of the Option to
which the CSAR relates (to the extent then exercisable pursuant to its terms)
and to receive from the Company in exchange therefor an amount determined by
multiplying the difference obtained by subtracting the Option exercise price
from the Fair Market Value of a share of Stock on the date of exercise of the
CSAR by the number of shares of Stock with respect to which the CSAR shall have
been exercised, subject to any limitations the Committee may impose.  7.3Independent Stock
Appreciation Rights.  (a)   An Independent Stock Appreciation
Right (ISAR) shall be unrelated
to any Option and shall have a term set by the Committee. An ISAR shall be
exercisable in such installments as the Committee may determine. An ISAR shall
cover such number of shares of Stock as the Committee may determine. The
exercise price per share of Stock subject to each ISAR shall be set by the
Committee; provided, however,  9


that the exercise price for any ISAR shall not be less
than 100% of the Fair Market Value on the date of grant; and provided, further, that, the Committee in
its sole and absolute discretion may provide that the ISAR may be exercised
subsequent to a termination of employment or service, as applicable, or
following a Corporate Event, or because of the Participants retirement, death
or disability, or otherwise.  (b)   An ISAR shall entitle the
Participant (or other person entitled to exercise the ISAR pursuant to the
Plan) to exercise all or a specified portion of the ISAR (to the extent then
exercisable pursuant to its terms) and to receive from the Company an amount
determined by multiplying the difference obtained by subtracting the exercise
price per share of the ISAR from the Fair Market Value of a share of Stock on
the date of exercise of the ISAR by the number of shares of Stock with respect
to which the ISAR shall have been exercised, subject to any limitations the
Committee may impose.  7.4Payment and Limitations on
Exercise.  (a)   Payment of the amounts determined
under Sections 7.2(c) and 7.3(b) above shall be in cash, in Stock
(based on its Fair Market Value as of the date the Stock Appreciation Right is
exercised) or a combination of both, as determined by the Committee.  (b)   To the extent any payment under Section 7.2(c) or
7.3(b) is effected in Stock it shall be made subject to satisfaction of
all provisions of Article 5 above pertaining to Options.  ARTICLE 8  OTHER TYPES OF AWARDS  8.1Performance Share Awards.    Any
Participant selected by the Committee may be granted one or more Performance
Share awards which shall be denominated in a number of shares of Stock and
which may be linked to any one or more of the Performance Criteria or other
specific performance criteria determined appropriate by the Committee, in each
case on a specified date or dates or over any period or periods determined by
the Committee. In making such determinations, the Committee shall consider
(among such other factors as it deems relevant in light of the specific type of
award) the contributions, responsibilities and other compensation of the
particular Participant.  8.2Performance Stock Units.    Any
Participant selected by the Committee may be granted one or more Performance
Stock Unit awards which shall be denominated in units of value, including
dollar value of shares of Stock, and which may be linked to any one or more of
the Performance Criteria or other specific performance criteria determined
appropriate by the Committee, in each case on a specified date or dates or over
any period or periods determined by the Committee. In making such
determinations, the Committee shall consider (among such other factors as it
deems relevant in light of the specific type of award) the contributions,
responsibilities and other compensation of the particular Participant.  8.3Dividend Equivalents.     Any
Participant selected by the Committee may be granted Dividend Equivalents based
on the dividends (other than in shares of Stock) declared on the shares of
Stock that are subject to any Award, to be credited as of dividend payment
dates, during the period between the date the Award is granted and the date the
Award is exercised, vests or expires, as determined by the Committee. Such
Dividend Equivalents shall be converted to cash or additional shares of Stock
by such formula and at such time and subject to such limitations as may be
determined by the Committee.  8.4Stock Payments.    Any
Participant selected by the Committee may receive Stock Payments in the manner
determined from time to time by the Committee. The number of shares shall be
determined by the Committee and may be based upon the Performance Criteria or
other specific performance criteria determined appropriate by the Committee,
determined on the date such Stock Payment is made or on any date thereafter.  10


8.5Deferred Stock.    Any
Participant selected by the Committee may be granted an award of Deferred Stock
in the manner determined from time to time by the Committee. The number of
shares of Deferred Stock shall be determined by the Committee and may be linked
to the Performance Criteria or other specific performance criteria determined
to be appropriate by the Committee, in each case on a specified date or dates
or over any period or periods determined by the Committee. Stock underlying a
Deferred Stock award will not be issued until the Deferred Stock award has
vested, pursuant to a vesting schedule or performance criteria set by the
Committee. Unless otherwise provided by the Committee, a Participant awarded
Deferred Stock shall have no rights as a Company stockholder with respect to
such Deferred Stock until such time as the Deferred Stock Award has vested and
the Stock underlying the Deferred Stock Award has been issued.  8.6Restricted Stock Units.    The
Committee is authorized to make Awards of Restricted Stock Units to any
Participant selected by the Committee in such amounts and subject to such terms
and conditions as determined by the Committee. At the time of grant, the
Committee shall specify the date or dates on which the Restricted Stock Units
shall become fully vested and nonforfeitable, and may specify such conditions
to vesting as it deems appropriate. At the time of grant, the Committee shall
specify the maturity date applicable to each grant of Restricted Stock Units
which shall be no earlier than the vesting date or dates of the Award and may
be determined at the election of the grantee, subject to compliance with the
applicable deferral election requirements of Code Section 409A. On the
maturity date, the Company shall, subject to Section 10.5(b), transfer to
the Participant one unrestricted, fully transferable share of Stock for each
Restricted Stock Unit scheduled to be paid out on such date and not previously
forfeited. The Committee shall specify the purchase price, if any, to be paid
by the grantee to the Company for such shares of Stock.  8.7Other Stock-Based Awards.    Any
Participant selected by the Committee may be granted one or more Awards that
provide Participants with shares of Stock or the right to purchase shares of
Stock or that have a value derived from the value of, or an exercise or
conversion privilege at a price related to, or that are otherwise payable in
shares of Stock and which may be linked to any one or more of the Performance
Criteria or other specific performance criteria determined appropriate by the
Committee, in each case on a specified date or dates or over any period or
periods determined by the Committee. In making such determinations, the
Committee shall consider (among such other factors as it deems relevant in
light of the specific type of Award) the contributions, responsibilities and
other compensation of the particular Participant.  8.8Term.    Except
as otherwise provided herein, the term of any Award of Performance Shares,
Performance Stock Units, Dividend Equivalents, Stock Payments, Deferred Stock,
Restricted Stock Units or Other Stock-Based Award shall be set by the Committee
in its discretion.  8.9Exercise or Purchase Price.    The
Committee may establish the exercise or purchase price, if any, of any Award of
Performance Shares, Performance Stock Units, Deferred Stock, Stock Payments,
Restricted Stock Units or Other Stock-Based Award; provided, however, that such price shall not be less than
the par value of a share of Stock on the date of grant, unless otherwise
permitted by applicable state law.  8.10Exercise Upon Termination of
Employment or Service.    An Award of
Performance Shares, Performance Stock Units, Dividend Equivalents, Deferred
Stock, Stock Payments, Restricted Stock Units and Other Stock-Based Award shall
only be exercisable or payable while the Participant is an Employee, Consultant
or a member of the Board, as applicable; provided,
however, that the Committee in its sole and absolute discretion may
provide that an Award of Performance Shares, Performance Stock Units, Dividend
Equivalents, Stock Payments, Deferred Stock, Restricted Stock Units or Other
Stock-Based Award may be exercised or paid subsequent to a termination of
employment or service, as applicable, or following a Corporate Event, or
because of the Participants retirement, death or disability, or otherwise; provided, however, that any such provision
with respect to Awards intended to be Qualified Performance-Based Compensation
shall be subject to the requirements of Section 162(m) of the Code
that apply to such Qualified Performance-Based Compensation.  8.11Form of Payment.    Payments
with respect to any Awards granted under this Article 8 shall be made in
cash, in Stock or a combination of both, as determined by the Committee.  11


8.12Award Agreement.    All
Awards under this Article 8 shall be subject to such additional terms and
conditions as determined by the Committee and shall be evidenced by a written
Award Agreement.  ARTICLE
9  PERFORMANCE-BASED
AWARDS  9.1Purpose.    The
purpose of this Article 9 is to provide the Committee the ability to
qualify Awards other than Options and SARs and that are granted pursuant to
Articles 6 and 8 as Qualified Performance-Based Compensation. If the Committee,
in its discretion, decides to grant a Performance-Based Award to an Eligible
Employee, the provisions of this Article 9 shall control over any contrary
provision contained in Articles 6 or 8; provided,
however, that the Committee may in its discretion grant Awards to
Eligible Employees that are based on Performance Criteria or Performance Goals
but that do not satisfy the requirements of this Article 9.  9.2Applicability.    This
Article 9 shall apply only to those Eligible  Employees selected by the Committee to
receive Performance-Based Awards. The designation of an Eligible Employee as a
Participant for a Performance Period shall not in any manner entitle the
Participant to receive an Award for the period. Moreover, designation of an
Eligible Employee as a Participant for a particular Performance Period shall
not require designation of such Eligible Employee as a Participant in any
subsequent Performance Period and designation of one Eligible Employee as a
Participant shall not require designation of any other Eligible Employees as a
Participant in such period or in any other period.  9.3Procedures with Respect to
Performance-Based Awards.    To the extent
necessary to comply with the Qualified Performance-Based Compensation
requirements of Section 162(m)(4)(C) of the Code, with respect to any
Award granted under Articles 6 and 8 which may be granted to one or more
Eligible Employees. no later than ninety (90) days following the commencement
of any fiscal year in question or any other designated fiscal period or period
of service (or such other time as may be required or permitted by Section 162(m) of
the Code), the Committee shall, in writing, (a) designate one or more
Eligible Employees as recipients of the Performance-Based Awards, (b) select
the Performance Criteria applicable to the Performance Period, (c) establish
the Performance Goals, and amounts of such Awards, as applicable, which may be
earned for such Performance Period, and (d) specify the relationship
between Performance Criteria and the Performance Goals and the amounts of such
Awards, as applicable, to be earned by each Award recipient for such
Performance Period. Following the completion of each Performance Period, the Committee
shall certify in writing whether the applicable Performance Goals have been
achieved for such Performance Period. In determining the amount earned by each
Participant,  the Committee shall have
the right to reduce or eliminate (but not to increase) the amount payable at a
given level of performance to take into account additional factors that the
Committee may deem relevant to the assessment of individual or corporate
performance for the Performance Period.  9.4Payment of Performance-Based
Awards.    Unless otherwise provided in the
applicable Award Agreement, a Participant must be employed by the Company or a
Subsidiary on the day a Performance-Based Award for such Performance Period is
paid to the Participant. Furthermore, a Participant shall be eligible to
receive payment pursuant to a Performance-Based Award for a Performance Period
only if the Performance Goals for such period are achieved.  9.5Additional Limitations.    Notwithstanding
any other provision of the Plan, any Award which is granted to an Eligible
Employee and is intended to constitute Qualified Performance-Based Compensation
shall be subject to any additional limitations set forth in Section 162(m) of
the Code (including any amendment to Section 162(m) of the Code) or
any regulations or rulings issued thereunder that are requirements for
qualification as qualified performance-based compensation as described in Section 162(m)(4)(C) of
the Code, and the Plan shall be deemed amended to the extent necessary to
conform to such requirements.  12


ARTICLE
10  PROVISIONS
APPLICABLE TO AWARDS  10.1Stand-Alone and Tandem
Awards.    Awards granted pursuant to the Plan
may, in the discretion of the Committee, be granted either alone, in addition
to, or in tandem with, any other Award granted pursuant to the Plan. Awards
granted in addition to or in tandem with other Awards may be granted either at
the same time as or at a different time from the grant of such other Awards.  10.2Award Agreement.    Awards
under the Plan shall be evidenced by Award Agreements that set forth the terms,
conditions and limitations for each Award which may include the term of an
Award, the provisions applicable in the event the Participants employment or
service terminates, and the Companys authority to unilaterally or bilaterally
amend, modify, suspend, cancel or rescind an Award.  10.3Limits on Transfer.    No
right or interest of a Participant in any Award may be pledged, encumbered, or
hypothecated to or in favor of any party other than the Company or a
Subsidiary, or shall be subject to any lien, obligation, or liability of such
Participant to any other party other than the Company or a Subsidiary. Except
as otherwise provided by the Committee, no Award shall be assigned,
transferred, or otherwise disposed of by a Participant other than by will or
the laws of descent and distribution. The Committee by express provision in the
Award or an amendment thereto may permit an Award (other than an Incentive Stock
Option) to be transferred to, exercised by and paid to certain persons or
entities related to the Participant, including but not limited to members of
the Participants family, charitable institutions, or trusts or other entities
whose beneficiaries or beneficial owners are members of the Participants
family and/or charitable institutions, or to such other persons or entities as
may be expressly approved by the Committee, pursuant to such conditions and
procedures as the Committee may establish. Any permitted transfer shall be
subject to the condition that the Committee receive evidence satisfactory to it
that the transfer is being made for estate and/or tax planning purposes (or to
a blind trust in connection with the Participants termination of employment
or service with the Company or a Subsidiary to assume a position with a
governmental, charitable, educational or similar non-profit institution) and on
a basis consistent with the Companys lawful issue of securities.  10.4Beneficiaries.    Notwithstanding
Section 10.3, a Participant may, in the manner determined by the
Committee, designate a beneficiary to exercise the rights of the Participant
and to receive any distribution with respect to any Award upon the Participants
death. A beneficiary, legal guardian, legal representative, or other person
claiming any rights pursuant to the Plan is subject to all terms and conditions
of the Plan and any Award Agreement applicable to the Participant, except to
the extent the Plan and Award Agreement otherwise provide, and to any
additional restrictions deemed necessary or appropriate by the Committee. If
the Participant is married and resides in a community property state, a
designation of a person other than the Participants spouse as his or her beneficiary
with respect to more than 50% of the Participants interest in the Award shall
not be effective without the prior written consent of the Participants spouse.
If no beneficiary has been designated or survives the Participant, payment
shall be made to the person entitled thereto pursuant to the Participants will
or the laws of descent and distribution. Subject to the foregoing, a
beneficiary designation may be changed or revoked by a Participant at any time
provided the change or revocation is filed with the Committee.  10.5Stock Certificates; Book
Entry Procedures.  (a)   Notwithstanding anything herein
to the contrary, the Company shall not be required to issue or deliver any
certificates evidencing shares of Stock pursuant to the exercise of any Award,
unless and until the Board has determined, with advice of counsel, that the
issuance and delivery of such certificates is in compliance with all applicable
laws, regulations of governmental authorities and, if applicable, the
requirements of any exchange on which the shares of Stock are listed or traded.
All Stock certificates delivered pursuant to the Plan are subject to any
stop-transfer orders and other restrictions as the Committee deems necessary or
advisable to comply with federal, state, or foreign jurisdiction, securities or
other laws, rules and regulations and the rules of any national
securities exchange or automated quotation system on which the Stock is listed,
quoted, or traded. The Committee may place legends on any Stock  13


certificate to reference restrictions applicable to
the Stock. In addition to the terms and conditions provided herein, the Board
may require that a Participant make such reasonable covenants, agreements, and
representations as the Board, in its discretion, deems advisable in order to
comply with any such laws, regulations, or requirements. The Committee shall
have the right to require any Participant to comply with any timing or other
restrictions with respect to the settlement or exercise of any Award, including
a window-period limitation, as may be imposed in the discretion of the
Committee.  (b)   Notwithstanding any other
provision of the Plan, unless otherwise determined by the Committee or required
by any applicable law, rule or regulation, the Company shall not deliver
to any Participant certificates evidencing shares of Stock issued in connection
with any Award and instead such shares of Stock shall be recorded in the books
of the Company (or, as applicable, its transfer agent or stock plan
administrator).  ARTICLE
11  CHANGES
IN CAPITAL STRUCTURE  11.1Adjustments.  (a)   Should any change be made to the
Stock by reason of any stock split, stock dividend, recapitalization,
combination of shares, exchange of shares, or other change affecting the
outstanding Stock as a class without the Companys receipt of consideration,
then appropriate adjustments shall be made by the Plan Administrator to (i) 
the maximum number and/or class of securities issuable under the Plan, (ii) the
maximum number and/or class of securities for which any one person may be
granted Awards during any rolling one-year period under Section 3.3, (iii) the
number and class of securities subject to each outstanding Award under the Plan
and (iv) the exercise price or cash consideration payable per share under
each such outstanding Award.  Any
adjustment affecting an Award intended as Qualified Performance-Based
Compensation shall be made consistent with the requirements of Section 162(m) of
the Code.  (b)   In the event of  any transaction or event described in Section 11.1(a) 
or in the event of  a Change in
Control,  Corporate Transaction or  Hostile Take-Over, the Committee, in its sole
discretion and on such terms and conditions as it deems appropriate, either by
amendment of the terms of any outstanding Awards or by action taken prior to
the occurrence of such transaction or event and either automatically or upon
the Participants request, is hereby authorized to take any one or more of the following
actions, as it deems appropriate:  (i)  To provide for either (A) termination
of any such Award in exchange for an amount of cash and/or other property, if
any, equal to the amount that would have been attained upon the exercise of
such Award or realization of the Participants rights (and, for the avoidance
of doubt, if as of the date of the occurrence of the transaction or event
described in this Section 11.1(b) the Committee determines in good
faith that no amount would have been attained upon the exercise of such Award
or realization of the Participants rights, then such Award may be terminated
by the Company without payment) or (B) the replacement of such Award with
other rights or property selected by the Committee in its sole discretion;  (ii)  To provide that such Award be assumed
by the successor or survivor corporation, or a parent or subsidiary thereof, or
shall be substituted for by similar options, rights or awards covering the
stock of the successor or survivor corporation, or a parent or subsidiary
thereof, with appropriate adjustments as to the number and kind of shares and
prices; and  (iii)  To make adjustments in the number and
type of shares of Stock (or other securities or property) subject to
outstanding Awards, and in the number and kind of outstanding Restricted Stock
or Deferred Stock and/or in the terms and conditions of (including the grant or
exercise  14


price), and the criteria included in, outstanding
options, rights and awards and options, rights and awards which may be granted
in the future;  (iv)  To provide that such Award shall be
exercisable or payable or fully vested with respect to all shares covered
thereby, notwithstanding anything to the contrary in the Plan or the applicable
Award Agreement; and  (v)  To provide that the Award cannot vest,
be exercised or become payable after such event.  (c)   The Committee (or the Board, in
the case of Options granted to Independent Directors) may, in its sole
discretion, include such further provisions and limitations in any Award
Agreement as it may deem equitable and in the best interests of the Company and
its Affiliates.  11.2Outstanding AwardsOther
Changes.    In the event of any other change in
the capitalization of the Company or corporate change other than those
specifically referred to in this Article 11, the Committee may, in its
absolute discretion, make such adjustments in the number and kind of shares or
other securities subject to Awards outstanding on the date on which such change
occurs and in the per share grant or exercise price of each Award as the
Committee may consider appropriate to prevent dilution or enlargement of
rights.  11.3No Other Rights.    Except
as expressly provided in the Plan, no Participant shall have any rights by
reason of any subdivision or consolidation of shares of stock of any class, the
payment of any dividend, any increase or decrease in the number of shares of
stock of any class or any dissolution, liquidation, merger, or consolidation of
the Company or any other corporation. Except as expressly provided in the Plan
or pursuant to action of the Committee under the Plan, no issuance by the
Company of shares of stock of any class, or securities convertible into shares
of stock of any class, shall affect, and no adjustment by reason thereof shall
be made with respect to, the number of shares of Stock subject to an Award or
the grant or exercise price of any Award.  ARTICLE
12  ADMINISTRATION  12.1Committee.    Unless
and until the Board delegates administration of the Plan to a Committee as set
forth below, the Plan shall be administered by the full Board, and for such
purposes the term Committee as used in this Plan shall be deemed to refer to
the Board. The Board, at its discretion or as otherwise necessary to comply
with the requirements of Section 162(m) of the Code, Rule 16b-3
promulgated under the Exchange Act or to the extent required by any other
applicable rule or regulation, shall delegate administration of the Plan to
a Committee. The Committee shall consist solely of two or more members of the
Board each of whom is both an outside director, within the meaning of Section 162(m) of
the Code, and a Non-Employee Director. Notwithstanding the foregoing: (a) the
full Board, acting by a majority of its members in office, shall conduct the
general administration of the Plan with respect to all Awards granted to
Independent Directors and for purposes of such Awards the term Committee as
used in this Plan shall be deemed to refer to the Board and (b) the
Committee may delegate its authority hereunder to the extent permitted by Section 12.5.
Appointment of Committee members shall be effective upon acceptance of
appointment. The Board may abolish the Committee at any time and revest in the
Board the administration of the Plan. Committee members may resign at any time
by delivering written notice to the Board. Vacancies in the Committee may only
be filled by the Board.  12.2Action by the Committee.    A
majority of the Committee shall constitute a quorum. The acts of a majority of
the members present at any meeting at which a quorum is present, and acts
approved in writing by a majority of the Committee in lieu of a meeting, shall
be deemed the acts of the Committee. 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 officer or other employee of the Company or any
Subsidiary, 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.  15


12.3Authority of Committee.    Subject
to any specific designation in the Plan, the Committee has the exclusive power,
authority and discretion to:  (a)   Designate Participants to receive
Awards;  (b)   Determine the type or types of
Awards to be granted to each Participant;  (c)   Determine the number of Awards to
be granted and the number of shares of Stock to which an Award will relate;  (d)   Determine the terms and
conditions of any Award granted pursuant to the Plan, including, but not
limited to, the exercise price, grant price, or purchase price, any reload
provision, any restrictions or limitations on the Award, any schedule for lapse
of forfeiture restrictions or restrictions on the exercisability of an Award,
and accelerations or waivers thereof, any provisions related to non-competition
and recapture of gain on an Award, based in each case on such considerations as
the Committee in its sole discretion determines; provided, however, that the Committee shall not have the
authority to accelerate the vesting or waive the forfeiture of any
Performance-Based Awards;  (e)   Determine whether, to what
extent, and pursuant to what circumstances an Award may be settled in, or the
exercise price of an Award may be paid in, cash, Stock, other Awards, or other
property, or an Award may be canceled, forfeited, or surrendered;  (f)    Prescribe the form of each
Award Agreement, which need not be identical for each Participant;  (g)   Decide all other matters that
must be determined in connection with an Award;  (h)   Establish, adopt, or revise any rules and
regulations as it may deem necessary or advisable to administer the Plan;  (i)    Interpret the terms of, and
any matter arising pursuant to, the Plan or any Award Agreement; and  (j)    Make all other decisions
and determinations that may be required pursuant to the Plan or as the
Committee deems necessary or advisable to administer the Plan.  12.4Decisions Binding.    The
Committees interpretation of the Plan, any Awards granted pursuant to the
Plan, any Award Agreement and all decisions and determinations by the Committee
with respect to the Plan are final, binding, and conclusive on all parties.  12.5Delegation of Authority.    To
the extent permitted by applicable law, the Committee may from time to time
delegate to a committee of one or more members of the Board or one or more
officers of the Company the authority to grant or amend Awards to Participants
other than (a) senior executives of the Company who are subject to Section 16
of the Exchange Act, (b) Covered Employees, (c) non-employee Board
members  or (d) officers of the
Company (or members of the Board) to whom authority to grant or amend Awards
has been delegated hereunder. Any delegation hereunder shall be subject to the
restrictions and limits that the Committee specifies at the time of such
delegation, and the Committee may at any time rescind the authority so
delegated or appoint a new delegatee.  At
all times, the delegatee appointed under this Section 12.5 shall serve in
such capacity at the pleasure of the Committee.  ARTICLE
13  EFFECTIVE
AND EXPIRATION DATE  13.1Effective Date.    The
Plan became effective on February 7, 2005 (the Effective Date).  16


13.2Expiration Date.    The
Plan will expire on, and no Award may be granted pursuant to the Plan after September 29,
2014. Any Awards that are outstanding on the expiration date shall remain in
force according to the terms of the Plan and the applicable Award Agreement.  ARTICLE
14  AMENDMENT,
MODIFICATION, AND TERMINATION  14.1Amendment, Modification, And
Termination.    With the approval of the Board,
at any time and from time to time, the Committee may terminate, amend or modify
the Plan; provided, however, that
(a) to the extent necessary and desirable to comply with any applicable
law, regulation, or stock exchange rule, the Company shall obtain stockholder
approval of any Plan amendment in such a manner and to such a degree as
required, and (b) stockholder approval is required for any amendment to
the Plan that (i) increases the number of shares available under the Plan
(other than any adjustment as provided by Article 11), (ii) permits
the Committee to grant Options with an exercise price that is below Fair Market
Value on the date of grant, or (iii) permits the Committee to extend the
exercise period for an Option beyond ten years from the date of grant or (iv) results
in a material increase in benefits or a change in eligibility requirements.
Notwithstanding any provision in this Plan to the contrary, absent approval of
the stockholders of the Company, no Option may be amended to reduce the per
share exercise price of the shares subject to such Option below the per share
exercise price as of the date the Option is granted and, except as permitted by
Article 11, no Option may be granted in exchange for, or in connection
with, the cancellation or surrender of an Option having a higher per share
exercise price.  14.2Awards Previously Granted.    No
termination, amendment, or modification of the Plan shall adversely affect in
any material way any Award previously granted pursuant to the Plan without the
prior written consent of the Participant.  ARTICLE
15  GENERAL
PROVISIONS  15.1No Rights to Awards.    No
Eligible Individual or other person shall have any claim to be granted any
Award pursuant to the Plan, and neither the Company nor the Committee is
obligated to treat Eligible Individuals, Participants or any other persons
uniformly.  15.2No Stockholders Rights.    Except
as otherwise provided herein, a Participant shall have none of the rights of a
stockholder with respect to shares of Stock covered by any Award until the
Participant becomes the record owner of such shares of Stock.  15.3Withholding.    The
Company or any Subsidiary shall have the authority and the right to deduct or
withhold, or require a Participant to remit to the Company, an amount
sufficient to satisfy federal, state, local and foreign taxes (including the
Participants FICA obligation) required by law to be withheld with respect to
any taxable event concerning a Participant arising as a result of this Plan.
The Committee may in its discretion and in satisfaction of the foregoing
requirement allow a Participant to elect to have the Company withhold shares of
Stock otherwise issuable under an Award (or allow the return of shares of
Stock) having a Fair Market Value equal to the sums required to be withheld.
Notwithstanding any other provision of the Plan, the number of shares of Stock
which may be withheld with respect to the issuance, vesting, exercise or payment
of any Award (or which may be repurchased from the Participant of such Award
within six months (or such other period as may be determined by the Committee)
after such shares of Stock were acquired by the Participant from the Company)
in order to satisfy the Participants federal, state, local and foreign income
and payroll tax liabilities with respect to the issuance, vesting, exercise or
payment of the Award shall be limited to the number of shares which have a Fair
Market Value on the date of withholding or repurchase equal to the aggregate
amount of such liabilities based on the minimum statutory withholding rates for
federal, state, local and foreign income tax and payroll tax purposes that are
applicable to such supplemental taxable income.  17


15.4No Right to Employment or
Services.    Nothing in the Plan or any Award
Agreement shall interfere with or limit in any way the right of the Company or
any Subsidiary to terminate any Participants employment or services at any
time, nor confer upon any Participant any right to continue in the employ or
service of the Company or any Subsidiary.  15.5Unfunded Status of Awards.    The
Plan is intended to be an unfunded plan for incentive compensation. With
respect to any payments not yet made to a Participant pursuant to an Award,
nothing contained in the Plan or any Award Agreement shall give the Participant
any rights that are greater than those of a general creditor of the Company or
any Subsidiary.  15.6Indemnification.    To
the extent allowable pursuant to applicable law, each member of the Committee
or of the Board shall be indemnified and held harmless by the Company from any
loss, cost, liability, or expense that may be imposed upon or reasonably
incurred by such member 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 action or failure to act pursuant to the Plan and
against and from any and all amounts paid by him or her in satisfaction of
judgment in such action, suit, or proceeding against him or her; provided he or she gives 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 pursuant to the Companys
Certificate of Incorporation or Bylaws, as a matter of law, or otherwise, or
any power that the Company may have to indemnify them or hold them harmless.  15.7Relationship to other
Benefits.    No payment pursuant to the Plan
shall be taken into account in determining any benefits pursuant to any
pension, retirement, savings, profit sharing, group insurance, welfare or other
benefit plan of the Company or any Subsidiary except to the extent otherwise
expressly provided in writing in such other plan or an agreement thereunder.  15.8Expenses.    The
expenses of administering the Plan shall be borne by the Company and its
Subsidiaries.  15.9Titles and Headings.    The
titles and headings of the Sections in the Plan are for convenience of
reference only and, in the event of any conflict, the text of the Plan, rather
than such titles or headings, shall control.  15.10Fractional Shares.    No
fractional shares of Stock shall be issued and the Committee shall determine,
in its discretion, whether cash shall be given in lieu of fractional shares or
whether such fractional shares shall be eliminated by rounding up or down as
appropriate.  15.11Limitations Applicable to Section 16
Persons.    Notwithstanding any other provision
of the Plan, the Plan, and any Award granted or awarded to any Participant who
is then subject to Section 16 of the Exchange Act, shall be subject to any
additional limitations set forth in any applicable exemptive rule under Section 16
of the Exchange Act (including any amendment to Rule 16b-3 of the Exchange
Act) that are requirements for the application of such exemptive rule. To the
extent permitted by applicable law, the Plan and Awards granted or awarded
hereunder shall be deemed amended to the extent necessary to conform to such
applicable exemptive rule.  15.12Government and Other
Regulations.    The obligation of the Company to
make payment of awards in Stock or otherwise shall be subject to all applicable
laws, rules, and regulations, and to such approvals by government agencies as
may be required. The Company shall be under no obligation to register pursuant
to the Securities Act of 1933, as amended, any of the shares of Stock paid
pursuant to the Plan. If the shares paid pursuant to the Plan may in certain
circumstances be exempt from registration pursuant to the Securities Act of
1933, as amended, the Company may restrict the transfer of such shares in such
manner as it deems advisable to ensure the availability of any such exemption.  15.13Governing Law.    The
Plan and all Award Agreements shall be construed in accordance with and
governed by the laws of the State of Delaware.  18