Prepared by MERRILL CORPORATION




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EXHIBIT 10.5    
  


 
 

POWER MEASUREMENT HOLDINGS, INC.
  
    2000 STOCK INCENTIVE PLAN    
  


1.  Purposes of the Plan. The purposes of this Plan are: 


    (a) to
attract and retain the best available personnel for positions of substantial responsibility, 



    (b) to
provide additional incentive to selected key Employees, Consultants and Directors, and 


    (c) to
promote the success of the Company's business. 


2.  Definitions. For the purposes of this Plan, the following terms will have the following meanings: 


    (a) "Administrator" means the Board or any of its Committees that administer the Plan, in accordance with
Section 4. 


    (b) "Applicable Laws" means the legal requirements relating to the administration of and issuance of securities under
stock incentive plans, including, without limitation, the requirements of state corporations law, U.S. federal and state and Canadian provincial securities law, U.S. federal and state and Canadian
federal and provincial tax law, and the requirements of any stock exchange or quotation
system upon which the Shares may then be listed or quoted. For all purposes of this Plan, references to statutes and regulations shall be deemed to include any successor statutes and regulations, to
the extent reasonably appropriate as determined by the Administrator. 


    (c) "Board" means the Board of Directors of the Company. 


    (d) "Cause" shall have the meaning set forth in a Grantee's employment or consulting agreement with the Company (if
any), or if not defined therein, shall mean (i) acts or omissions by the Grantee which constitute intentional material misconduct or a knowing violation of a material policy of the Company or
any of its subsidiaries, (ii) the Grantee personally receiving a benefit in money, property or services from the Company or any of its subsidiaries or from another person dealing with the
Company or any of its subsidiaries, in material violation of applicable law or Company policy, (iii) an act of fraud, conversion, misappropriation, or embezzlement by the Grantee or his
conviction of, or entering a guilty plea or plea of no contest with respect to, a felony, or the equivalent thereof (other than DUI), or (iv) any material misuse or improper disclosure of
confidential or proprietary information of the Company. 


    (e) "Code" means the Internal Revenue Code of 1986, as amended. For all purposes of this Plan, references to Code
sections shall be deemed to include any successor Code sections, to the extent reasonably appropriate as determined by the Administrator. 


    (f)  "Committee" means a Committee appointed by the Board in accordance with Section 4. 


    (g) "Common Stock" means the common stock, $0.01 par value per share, of the Company. 


    (h) "Company" means Power Measurement Holdings, Inc., a Delaware corporation. 


    (i)  "Consultant" means any natural person, including an advisor, engaged by the Company or a Parent or Subsidiary to
render bona fide services and who is compensated for such services, provided that the term "Consultant" does not include (i) Employees or (ii) Directors who are paid only a director's
fee by the Company or who are not compensated by the Company for their services as Directors. Notwithstanding the foregoing, "Consultant" shall not include an individual who provides services in
connection with the offer and sale of securities in a capital-raising transaction or services that directly or indirectly promote or maintain a market for the Company's securities. 


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    (j)  "Continuous Status as an Employee, Director or Consultant" means that the employment, director or consulting
relationship is not interrupted or terminated by the Company, any Parent or Subsidiary, or by the Employee, Director or Consultant. Continuous Status as an Employee, Director or Consultant will not be
considered interrupted in the case of: (i) any leave of absence approved by the Board, including sick leave, military leave, or any other personal leave,  provided, that for purposes of Incentive
Stock Options, any such leave may not exceed 90 days, unless reemployment upon the expiration of such
leave is guaranteed by contract (including certain Company policies) or statute; or (ii) transfers between locations of the Company or between the Company, its Parent, its Subsidiaries or its
successor. 


    (k) "Director" means a member of the Board. 


    (l)  "Disability" means total and permanent disability as defined in Section 22(e)(3) of the Code. 



    (m) "Employee" means any person, including Officers and Directors employed as a common law employee by the Company or
any Parent or Subsidiary of the Company. Neither service as a Director nor payment of a director's fee by the Company will be sufficient, in and of itself, to constitute "employment" by the Company. 


    (n) "Exchange Act" means the Securities Exchange Act of 1934, as amended. 


    (o) "Fair Market Value" means, as of any date, the value of Common Stock determined as follows: 




	(i)
	If
the Common Stock is listed on any established stock exchange or a national market system, including without limitation, the National Market System of NASDAQ, the Fair Market
Value of a Share of Common Stock will be the closing sales price for such stock (or the closing bid, if no sales are reported) as quoted on that system or exchange (or the system or exchange with the
greatest volume of trading in Common Stock) on the last market trading day prior to the day of determination, as reported in the Wall Street Journal or
any other source the Administrator considers reliable.



	(ii)
	If
the Common Stock is quoted on the NASDAQ System (but not on the NASDAQ National Market System) or is regularly quoted by recognized securities dealers but selling prices are not
reported, the Fair Market Value of a Share of Common Stock will be the mean between the high bid and low asked prices for the Common Stock on the last market trading day prior to the day of
determination, as reported in the Wall Street Journal or any other source the Administrator considers reliable.



	(iii)
	If
the Common Stock is not listed or quoted as set forth above, the Fair Market Value will be determined in good faith by the Administrator with reference to the earnings history,
book value and prospects of the Company in light of market conditions generally, and any other factors the Administrator considers appropriate, such determination by the Administrator to be final,
conclusive and binding. 





    (p) "Grant Notice" shall mean a written notice evidencing certain terms and conditions of an individual Option grant.
The Grant Notice is part of the Option Agreement. 


    (q) "Grantee" shall mean (i) any Optionee or (ii) any Employee, Consultant or Director to whom a Stock
Award has been granted pursuant to this Plan. 


    (r) "Incentive Stock Option" means an Option intended to qualify as an incentive stock option within the meaning of
Section 422 of the Code and the regulations promulgated thereunder. 


    (s) "NASDAQ" means the National Association of Securities Dealers, Inc. Automated Quotation System. 


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    (t)  "Nonqualified Stock Option" means an Option not intended to qualify as an Incentive Stock Option. 



    (u) "Officer" means a person who is an officer of the Company within the meaning of Section 16 of the Exchange
Act and the rules and regulations promulgated thereunder. 


    (v) "Option" means a stock option granted under this Plan. 


    (w) "Option Agreement" means a written agreement between the Company and an Optionee evidencing the terms and conditions
of an individual Option grant. Each Option Agreement is subject to the terms and conditions of this Plan. 



    (x) "Option Exchange Program" means a program in which outstanding Options are surrendered in exchange for Options with
a lower exercise price. 


    (y) "Optioned Stock" means the Common Stock subject to an Option. 


    (z) "Optionee" means an Employee, Consultant or Director who holds an outstanding Option. 


    (aa) "Parent" means a "parent corporation" with respect to the Company, whether now or later existing, as defined in
Section 424(e) of the Code. 


    (bb) "Plan" means this 2000 Stock Incentive Plan. 


    (cc) "Section" means, except as otherwise specified, a section of this Plan. 


    (dd) "Share" means a share of the Common Stock, as adjusted in accordance with Section 14. 


    (ee) "Stock Award" means a grant or sale by the Company of a specified number of Shares upon terms and conditions
determined by the Administrator. 


    (ff) "Subsidiary" means a "subsidiary corporation" with respect to the Company, whether now or later existing, as
defined in Section 424(f) of the Code. 


3.  Stock Subject to the Plan. Subject to the provisions of Section 14 of the Plan, the maximum aggregate number of Shares which
may be issued under the Plan will be 40,000 Shares of Common Stock. The Shares may be authorized, but unissued, or reacquired Common Stock. If an Option expires or becomes unexercisable without having
been exercised in full, or is surrendered pursuant to an Option Exchange Program, or if a Stock Award shall be cancelled or surrendered or expire for any reason without having been received in full,
the Shares that were not purchased or received which were subject thereto will become available for future grant or sale under the Plan (unless the Plan has terminated). If the Company reacquires
Shares which were issued pursuant to the exercise of an Option or grant of a Stock Award, however, those reacquired Shares will not be available for future grant under the Plan. 


4.  Administration of the Plan. 


    (a) Procedure.





	(i)
	Composition of the Administrator. The Plan will be administered by (A) the Board, or (B) the Compensation Committee of
the Board or another Committee designated by the Board, which Committee will be constituted to satisfy Applicable Laws. Once appointed, such Committee will serve in its designated capacity until
otherwise directed by the Board. The Board may increase the size of the Committee and appoint additional members, remove members (with or without cause) and substitute new members, fill vacancies
(however caused), and remove all members of the Committee and thereafter directly administer the Plan. Notwithstanding the foregoing, unless the Board expressly resolves to the contrary, from and
after such time as any class of equity securities of the Company is registered pursuant to Section 12 of the Exchange Act, the Plan will be 




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administered
only by a Committee, which will then consist solely of persons who are both "non-employee directors" within the meaning of Rule 16b-3 promulgated under the
Exchange Act and "outside directors" within the meaning of Section 162(m) of the Code; provided, however, the failure of the Committee to be composed solely of individuals who are both
"non-employee directors" and "outside directors" shall not render ineffective or void any awards or grants made by, or other actions taken by, such Committee. 



	(ii)
	Multiple Administrative Bodies. The Plan may be administered by different bodies with respect to Directors, Officers who are not
Directors, and Employees and Consultants who are neither Directors nor Officers. 





    (b) Powers of the Administrator. Subject to the provisions of the Plan, and in the case of a Committee, subject to the
specific duties delegated by the Board to that Committee, the Administrator will have the authority, in its discretion: 




	(i)
	to
determine the Fair Market Value of the Common Stock, in accordance with Section 2(o);



	(ii)
	to
select the Consultants, Employees or Directors to whom Options or Stock Awards may be granted;



	(iii)
	to
determine whether and to what extent Options or Stock Awards are granted, and whether Options are intended as Incentive Stock Options or Nonqualified Stock Options;



	(iv)
	to
determine the number of shares of Common Stock to be covered by each Option or Stock Award granted;



	(v)
	to
approve forms of Grant Notices, Option Agreements and agreements governing Stock Awards;



	(vi)
	to
determine the terms and conditions, not inconsistent with the terms of this Plan, of any grant of Options or Stock Awards, including, but not limited to, (A) the Options'
exercise price, (B) the time or times when Options may be exercised or Stock Awards will be vested, which may be based on performance criteria or other reasonable conditions such as Continuous
Status as an Employee, Director or Consultant, (C) any vesting acceleration or waiver of forfeiture restrictions, and any restriction or limitation regarding any Option, Optioned Stock or Stock
Award, based in each case on factors that the Administrator determines in its sole discretion, including but not limited to a requirement subjecting the Optioned Stock or Shares to  (i) certain
restrictions on transfer (including without limitation a prohibition on transfer for a specified period of time and/or a right of first
refusal in favor of the Company), and (ii) a right of repurchase in favor of the Company upon termination of the Grantee's Continuous Status as an
Employee, Director or Consultant;



	(vii)
	to
determine whether, to what extent and under what circumstances Common Stock and other amounts payable with respect to a grant of Options under this Plan will be deferred either
automatically or at the election of the participant (including providing for and determining the amount, if any, of any deemed earnings on any deferred amount during any deferral period);



	(viii)
	to
reduce the exercise price of any Option to the Fair Market Value at the time of the reduction, if the Fair Market Value of the Common Stock covered by that Option has declined
since the date it was granted;



	(ix)
	to
construe and interpret the terms of this Plan; 




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	(x)
	to
prescribe, amend, and rescind rules and regulations relating to the administration of this Plan;



	(xi)
	to
modify or amend each Option or Stock Award, subject to Section 16(c);



	(xii)
	to
authorize any person to execute on behalf of the Company any instrument required to effect the grant of an Option previously granted by the Administrator;



	(xiii)
	to
institute an Option Exchange Program;



	(xiv)
	to
accelerate the vesting or exercisability of an Option or Stock Award;



	(xv)
	to
determine the terms and restrictions applicable to Options or Stock Awards; and



	(xvi)
	to
make all other determinations it considers necessary or advisable for administering this Plan. 





    (c) Effect of Administrator's Decision. The Administrator's decisions, determinations and interpretations will be final
and binding on all holders of Options or Stock Awards. 


5.  Eligibility. Options granted under this Plan may be Incentive Stock Options or Nonqualified Stock Options, as determined by the
Administrator at the time of grant. Nonqualified Stock Options and Stock Awards may be granted to Employees, Consultants and Directors. Incentive Stock Options may be granted only to Employees. If
otherwise eligible, an Employee, Consultant or Director who has been granted an Option or a Stock Award may be granted additional Options or Stock Awards. 



6.  Limitations on Grants of Incentive Stock Options. Each Option will be designated in the Grant Notice as either an Incentive Stock
Option or a Nonqualified Stock Option. However, notwithstanding such designations, if the Shares subject to an Optionee's Incentive Stock Options (granted under all plans of the Company or any Parent
or Subsidiary), which become exercisable for the first time during any calendar year, have a Fair Market Value in excess of $100,000, the Options accounting for this excess will be treated as
Nonqualified Stock Options. For purposes of this Section 6, Incentive Stock Options will be taken into account in the order in which they were granted, and the Fair Market Value of the Shares
will be determined as of the time of grant. 


7.  Term of the Plan. Subject to Section 20, this Plan will become effective upon the earlier to occur of its adoption by the
Board or its approval by the shareholders of the Company as described in Section 20. It will continue in effect for a term of ten years unless terminated earlier under Section 16. Unless
otherwise provided in this Plan, its termination will not affect the validity of any Option or Stock Award outstanding at the date of termination. 


8.  Term of Option. The term of each Option will be stated in the Option Agreement;  provided, however, that in no event may
the term be more than ten years from the date of grant. In
addition, in the case of an Incentive Stock Option granted to an Optionee who, at the time the Incentive Stock Option is granted, owns stock representing more than ten percent of the voting power of
all classes of capital
stock of the Company or any Parent or Subsidiary, the term of the Incentive Stock Option will be five years from the date of grant or any shorter term specified in the Option Agreement. 


9.  Option Exercise Price and Consideration. 


    (a) Exercise Price of Incentive Stock Options. The exercise price for Shares to be issued pursuant to exercise of an
Incentive Stock Option will be determined by the Administrator provided that the per Share exercise price will be no less than 100% of the Fair Market Value per Share on the date of grant; provided,
further that in the case of an Incentive Stock Option granted to an Employee who, at the time the Incentive Stock Option is granted, owns stock representing more than ten percent of the voting power
of all classes of capital stock of the Company or any Parent or Subsidiary, the per Share exercise price will be no less than 110% of the Fair Market Value per Share on the date of grant. 


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    (b) Exercise Price of Nonqualified Stock Options. In the case of a Nonqualified Stock Option, the exercise price for
Shares to be issued pursuant to the exercise of any such Option will be determined by the Administrator; provided that the per Share exercise price will be no less than 100% of the Fair Market Value
per Share on the date of grant. 


    (c) Waiting Period and Exercise Dates. At the time an Option is granted, the Administrator will fix the period within
which the Option may be exercised and will determine any conditions which must be satisfied before the Option may be exercised. Exercise of an Option may be conditioned upon performance criteria or
other reasonable conditions such as Continuous Status as an Employee, Director or Consultant. 



    (d) Form of Consideration. The Administrator will determine the acceptable form of consideration for exercising an
Option, including the method of payment. Such consideration may consist partially or entirely of: 




	(i)
	cash;



	(ii)
	a
promissory note made by the Optionee in favor of the Company;



	(iii)
	other
Shares which have a Fair Market Value on the date of surrender equal to the aggregate exercise price of the Shares as to which an Option will be exercised;



	(iv)
	delivery
of a properly executed exercise notice together with any other documentation as the Administrator and the Optionee's broker, if applicable, requires to effect an exercise
of the Option and delivery to the Company of the sale or loan proceeds required to pay the exercise price; or



	(v)
	any
other consideration and method of payment for the issuance of Shares to the extent permitted by Applicable Laws. 





10.  Exercise of Option. 


    (a) Procedure for Exercise; Rights as a Shareholder. Any Option granted hereunder will be exercisable according to the
terms of the Plan and at times and under conditions determined by the Administrator and set forth in the Option Agreement; provided,  however, that an
Option may not be exercised for a fraction of a Share. 


    An
Option will be deemed exercised when the Company receives: (i) written notice of exercise (in accordance with the Option Agreement) from the person entitled to exercise the
Option, (ii) full payment for the Shares with respect to which the Option is exercised, and (iii) all representations, indemnifications and documents reasonably requested by the
Administrator. Without limiting the generality of clause (iii), as a condition to the exericise of an Option, the Administrator may require that an Optionee become a party to or otherwise agree
to be bound by the Second Amended and Restated Securityholders Agreement dated as of January 4, 1999, among the Company and certain of its securityholders, or such other agreement by and among
the Company and its securityholders governing the transfer of shares, registration rights or other similar matters. Full payment may consist of any consideration and method of payment authorized by
the Administrator and permitted by the Option Agreement and this Plan. Shares issued upon exercise of an Option will be issued in the name of the Optionee. Until the stock certificate evidencing such
Shares is issued (as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company), no right to vote or receive dividends or any other rights as
a shareholder will exist with respect to the Optioned Stock, notwithstanding the exercise of the Option. Subject to the provisions of Sections 13, 17, and 18, the Company will issue (or cause to be
issued) such stock certificate promptly after the Option is exercised. No adjustment will be made for a dividend or other right for which the record date is prior to the date the stock certificate is
issued, except as provided in Section 14 of the Plan. Notwithstanding the foregoing, the Administrator in its discretion may require the Company to 


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retain possession of any certificate evidencing Shares of Common Stock acquired upon exercise of an Option, if those Shares remain subject to repurchase under the provisions of the Option Agreement or
any other agreement between the Company and the Optionee, or if those Shares are collateral for a loan or obligation due to the Company. 


    Exercising
an Option in any manner will decrease the number of Shares thereafter available, both for purposes of this Plan and for sale under the Option, by the number of Shares as to
which the Option is exercised. 


    (b) Termination of Employment or Consulting Relationship or Directorship. If an Optionee holds exercisable Options on
the date his or her Continuous Status as an Employee, Director or Consultant terminates (other than because of termination due to Cause, death or Disability), the Optionee may exercise those Options
until the earlier of (i) their expiration as set forth in the Option Agreement, and (ii) 30 days after the date of such termination (or a longer period determined by the
Administrator). If the Optionee is not entitled to exercise his or her entire Option at the date of such termination, the Shares covered by the unexercisable portion of the Option will revert to the
Plan. If the Optionee does not exercise an Option within the time specified above after termination, that Option will expire, and the Shares covered by it will revert to the Plan. 


    (c) Disability of Optionee. If an Optionee holds exercisable Options on the date his or her Continuous Status as an
Employee, Director or Consultant terminates because of Disability, the Optionee may exercise those Options until the earlier of (i) their expiration as set forth in the Option Agreement, and
(ii) six months after the date of such termination (or a longer period determined by the Administrator). If the Optionee is not entitled to exercise his or her entire Option at the date of such
termination, the Shares covered by the unexercisable portion of the Option will revert to the Plan. If the Optionee does not exercise an Option within the time specified above after termination, that
Option will expire, and the Shares covered by it will revert to the Plan. 


    (d) Death of Optionee. If an Optionee holds exercisable Options on the date his or her death, the Optionee's estate or a
person who acquired the right to exercise the Option by bequest or inheritance may exercise those Options until the earlier of (i) their expiration as set forth in the Option Agreement, and
(ii) six months after the date of death (or a longer period determined by the Administrator). If the Optionee is not entitled to exercise his or her entire Option at the date of death, the
Shares covered by the unexercisable portion of the Option will revert to the Plan. If the Optionee's estate or a person who acquired the right to exercise the Option by bequest or inheritance does not
exercise an Option within the time specified above after termination, that Option will expire, and the Shares covered by it will revert to the Plan. 


    (e) Termination for Cause. If an Optionee's Continuous Status as an Employee, Director or Consultant is terminated for
Cause, then all Options (including any vested or exercisable Options) held by Optionee shall immediately be terminated and cancelled. 



    (f)  Disqualifying Dispositions of Incentive Stock Options. If Common Stock acquired upon exercise of any Incentive
Stock Option is disposed of in a disposition that, under Section 422 of the Code, disqualifies
the holder from the application of Section 421(a) of the Code, the holder of the Common Stock immediately before the disposition will comply with any requirements imposed by the Company in
order to enable the Company to secure the related income tax deduction to which it is entitled in such event. 


11.  Non-Transferability of Options. 


    (a) No Transfer. An Option may not be sold, pledged, assigned, hypothecated, transferred, or disposed of in any manner
other than by will or by the laws of descent or distribution and may be exercised, during the lifetime of the Optionee, only by the Optionee. 


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    (b) Designation of Beneficiary. An Optionee may file a written designation of a beneficiary who is to receive any
Options that remain unexercised in the event of the Optionee's death. If a participant is married and the designated beneficiary is not the spouse, spousal consent will be required for the designation
to be effective. The Optionee may change such designation of beneficiary at any time by written notice to the Administrator, subject to the above spousal consent requirement. 


    (c) Effect of No Designation. If an Optionee dies and there is no beneficiary validly designated and living at the time
of the Optionee's death, the Company will deliver such Optionee's Options to the executor or administrator of his or her estate, or if no such executor or administrator has been appointed (to the
knowledge of the Company), the Company, in its discretion, may deliver such Options to the spouse or to any one or more dependents or relatives of the Optionee, or if no spouse, dependent or relative
is known to the Company, then to such other person as the Company may designate. 


    (d) Death of Spouse or Dissolution of Marriage. If an Optionee designates his or her spouse as beneficiary, that
designation will be deemed automatically revoked if the Optionee's marriage is later dissolved. Similarly, any designation of a beneficiary will be deemed automatically revoked upon the death of the
beneficiary if the beneficiary predeceases the Optionee. Without limiting the generality of the preceding sentence, the interest in Options of a spouse of an Optionee who has predeceased the Optionee
or whose marriage has been dissolved will automatically pass to the Optionee, and will not be transferable by such spouse in any manner, including but not limited to such spouse's will, nor will any
such interest pass under the laws of intestate succession. 


12.  Stock Awards. 


    (a) Grant. Subject to the express provisions and limitations of the Plan, the Administrator, in its sole and absolute
discretion, may grant Stock Awards to Employees, Consultants or Directors for a number of shares of Common Stock on such terms and conditions and to such Employees, Consultants or Directors as it
deems advisable and specifies in the respective grants. Subject to the limitations and restrictions set forth in the Plan, an Employee, Consultant or Director who has been granted an Option or Stock
Award may, if otherwise eligible, be granted additional Options or Stock Awards if the Administrator shall so determine. 


    (b) Restrictions. The Administrator, in its sole and absolute discretion, may impose restrictions in connection with any
Stock Award, including without limitation, (i) imposing a restricted period during which all or a portion of the Common Stock subject to the Stock Award may not be sold, assigned, transferred,
pledged or otherwise encumbered (the "Restricted Period"), and (ii) providing for a vesting schedule with respect to such Common Stock such that
if a Grantee ceases to be an Employee, Consultant or Director during the Restricted Period, some or all of the shares of Common Stock subject to the Stock Award shall be immediately forfeited and
returned to the Company. The Administrator may, at any time, reduce or terminate the Restricted Period. Each certificate issued in respect of shares of Common Stock pursuant to a Stock Award which is
subject to restrictions shall be registered in the name of the Grantee, shall be deposited by the Grantee with the Company together with a stock power endorsed in blank and shall bear an appropriate
legend summarizing the restrictions imposed with respect to such shares of Common Stock. 


    (c) Rights As Shareholder. Subject to the terms of any agreement governing a Stock Award, the Grantee of a Stock Award
shall have all the rights of a shareholder with respect to the Common Stock issued pursuant to a Stock Award, including the right to vote such Shares; provided, however, that dividends or
distributions paid with respect to any such Shares which have not vested shall be deposited with the Company and shall be subject to forfeiture until the underlying Shares have vested unless otherwise
released by the Administrator in its sole discretion. A Grantee shall not be entitled to interest with respect to the dividends or distributions so deposited. 


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13.  Withholding Taxes. The Company will have the right to take whatever steps the Administrator deems necessary or appropriate to comply
with all applicable federal, state, local, and employment tax withholding requirements, and the Company's obligations to deliver Shares upon the exercise of an Option or in connection with a Stock
Award will be conditioned upon compliance with all such withholding tax requirements. Without limiting the generality of the foregoing, upon the exercise of an Option, the Company will have the right
to withhold taxes from any other compensation or other amounts which it may owe to the Optionee, or to require the Optionee to pay to the Company the amount of any taxes which the Company may be
required to withhold with respect to the Shares issued on such exercise. Without limiting the generality of the foregoing, the Administrator in its discretion may authorize the Grantee to satisfy all
or part of any withholding tax liability by (a) having the Company withhold from the Shares which would otherwise be issued in connection with a Stock Award or on the exercise of an Option that
number of Shares having a Fair Market Value, as of the date the withholding tax liability arises, equal to or less than the amount of the Company's withholding tax liability, or (b) by
delivering to the Company previously-owned and unencumbered Shares of the
Common Stock having a Fair Market Value, as of the date the withholding tax liability arises, equal to or less than the amount of the Company's withholding tax liability. 



14.  Adjustments Upon Changes in Capitalization, Dissolution, Merger or Asset Sale. 


    (a) Changes in Capitalization. Subject to any required action by the shareholders of the Company, if the outstanding
shares of Common Stock are increased, decreased, changed into or exchanged for a different number or kind of shares or securities of the Company or a successor entity, or for other property (including
without limitation, cash), through reorganization, recapitalization, reclassification, stock combination, stock dividend, stock split, reverse stock split, spin off or other similar transaction, an
appropriate and proportionate adjustment will be made in the maximum number and kind of shares as to which Options and Stock Awards may be granted under this Plan. A corresponding adjustment changing
the number or kind of shares allocated to Stock Awards or unexercised Options which have been granted prior to any such change will likewise be made. Any such adjustment in the outstanding Options
will be made without change in the aggregate purchase price applicable to the unexercised portion of the Options but with a corresponding adjustment in the price for each share or other unit of any
security covered by the Option. Such adjustment will be made by the Administrator, whose determination in that respect will be final, binding, and conclusive. 


Where
an adjustment under this Section 14(a) is made to an Incentive Stock Option, the adjustment will be made in a manner which will not be considered a "modification" under the provisions of
subsection 424(h)(3) of the Code. 


    (b) Dissolution or Liquidation. In the event of the proposed dissolution or liquidation of the Company, to the extent
that an Option had not been previously exercised or a Stock Award had not previously vested, it will terminate immediately prior to the consummation of such proposed dissolution or liquidation. In
such instance, the Administrator may, in the exercise of its sole discretion, declare that any Stock Award shall become vested or any Option will terminate as of a date fixed by the Administrator and
give each Optionee the right to exercise his or her Option as to all or any part of the Optioned Stock, including Shares as to which the Option would not otherwise be exercisable. 



    (c) Corporate Transaction. Upon the happening of a merger, reorganization or sale of substantially all of the assets of
the Company, the Administrator, may, in its sole discretion, do one or more of the following: (i) shorten the period during which Options are exercisable (provided they remain exercisable for
at least 30 days after the date notice of such shortening is given to the Optionees); (ii) accelerate any vesting schedule to which an Option or Stock Award is subject;
(iii) arrange to have the surviving or successor entity or any parent entity thereof assume the Stock Awards and the Options or grant replacement options with appropriate adjustments in the
option prices and adjustments in the number and kind of securities issuable upon exercise or adjustments so that the Options or their 


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replacements represent the right to purchase the shares of stock, securities or other property (including cash) as may be issuable or payable as a result of such transaction with respect to or in
exchange for the number of Shares of Common Stock purchasable and receivable upon exercise of the Options had such exercise occurred in full prior to such transaction; or (iv) cancel Options or
unvested Stock Awards upon payment to the Optionees or Grantees in cash, with respect to each Option or Stock Award to the extent then exercisable or vested (including, if applicable, any Options or
Stock Awards as to which the vesting schedule has been accelerated as contemplated in clause (ii) above), of an amount that is the equivalent of the excess (if any) of the Fair Market Value of
the Common Stock (at the effective time of the merger, reorganization, sale or other event) over (in the case of Options) the exercise price of the Option. With respect to unvested Options and
unvested Stock Awards, and in circumstances in which the exercise price of an Option exceeds the Fair Market Value of the Common Stock, the Administrator may cancel such Options or Stock Awards in
connection with such a transaction without the payment of any consideration, and such Options and Stock Awards shall thereafter be null and void. The Administrator may also provide for one or more of
the foregoing alternatives in any particular Option Agreement or agreement governing a Stock Award. 


15.  Date of Grant. The date of grant of an Option or Stock Award will be, for all purposes, the date as of which the Administrator makes
the determination granting such Option or Stock Award, or any other, later date determined by the Administrator and specified in the Option Agreement. Notice of the determination will be provided to
each Grantee within a reasonable time after the date of grant. 


16.  Amendment and Termination of the Plan. 


    (a) Amendment and Termination. The Board may at any time amend, alter or suspend or terminate the Plan. 



    (b) Shareholder Approval. The Company will obtain shareholder approval of any Plan amendment that increases the number
of Shares for which Options or Stock Awards may be granted, or to the extent necessary and desirable to comply with Section 422 of the Code (or any successor statute) or other Applicable Laws,
or the requirements of any exchange or quotation system on which the Common Stock is listed or quoted. Such shareholder approval, if required, will be obtained in such a manner and to such a degree as
is required by the Applicable Law or requirement. 


    (c) Effect of Amendment or Termination. No amendment, alteration, suspension or termination of the Plan will impair the
rights of a Grantee, unless mutually agreed otherwise between the Grantee and the Administrator. Any such agreement must be in writing and signed by the Grantee and the Company. 


17.  Conditions Upon Issuance of Shares. 


    (a) Legal Compliance. Shares will not be issued in connection with a Stock Award or pursuant to the exercise of an
Option unless the exercise of such Option and the issuance and delivery of such Shares will comply with all Applicable Laws, and will be further subject to the approval of counsel for the Company with
respect to such compliance. Any securities delivered under the Plan will be subject to such restrictions, and the person acquiring such securities will, if requested by the Company, provide such
assurances and representations to the Company as the Company may deem necessary or desirable to assure compliance with all Applicable Laws. To the extent permitted by Applicable Laws, the Plan and
Options and Stock Awards granted hereunder will be deemed amended to the extent necessary to conform to such laws, rules and regulations. 


    (b) Investment Representation. As a condition to the exercise of an Option or grant of a Stock Award, the Company may
require the person exercising such Option or receiving such Stock Award to represent and warrant at the time of any such exercise that the Shares are being acquired only for investment and without any
present intention to sell, transfer, or distribute such Shares. 


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18.  Liability of Company. 


    (a) Inability to Obtain Authority. If the Company cannot, by the exercise of commercially reasonable efforts, obtain
authority from any regulatory body having jurisdiction for the sale of any Shares under this Plan, and such authority is deemed by the Company's counsel to be necessary to the lawful issuance of those
Shares, the Company will be relieved of any liability for failing to issue or sell those Shares. 


    (b) Grants Exceeding Allotted Shares. If the Optioned Stock covered by an Option or Shares subject to a Stock Award
exceed, as of the date of grant, the number of Shares which may be issued under the Plan without additional shareholder approval, that Option or Stock Award will be contingent with respect to such
excess Shares, unless and until shareholder approval of an amendment sufficiently increasing the number of Shares subject to this Plan is timely obtained in accordance with Section 16(b). 



    (c) Rights of Participants and Beneficiaries. The Company will pay all amounts payable under this Plan only to the
Grantee, or beneficiaries entitled thereto pursuant to this Plan. The Company will not be liable for the debts, contracts, or engagements of any Grantee or his or her beneficiaries, and rights to cash
payments under this Plan may not be taken in execution by attachment or garnishment, or by any other legal or equitable proceeding while in the hands of the Company. 


19.  Reservation of Shares. The Company will at all times reserve and keep available for issuance a number of Shares sufficient to
satisfy this Plan's requirements during its term. 


20.  Shareholder Approval. Continuance of this Plan will be subject to approval by the shareholders of the Company within
12 months before or after the date of its adoption. Such shareholder approval will be obtained in the manner and to the degree required under Applicable Laws. Options or Stock Awards may be
granted but Options may not be exercised prior to shareholder approval of the Plan. If any Options or Stock Awards are so granted and shareholder approval is not obtained within 12 months of
the date of adoption of this Plan by the Board, those Options or Stock Awards will terminate retroactively as of the date they were granted. 



21.  Legending Share Certificates. In order to enforce any restrictions imposed upon Common Stock issued in connection with a Stock Award
or upon exercise of an Option granted under this Plan or to which such Common Stock may be subject, the Administrator may cause a legend or legends to be placed on any share certificates representing
such Common Stock, which legend or legends will make appropriate reference to such restrictions, including, but not limited to, a restriction against sale of such Common Stock for any period of time
as may be required by Applicable Laws. Additionally, and not by way of limitation, the Administrator may impose such restrictions on any Common Stock issued pursuant to the Plan as it may deem
advisable. 


22.  No Employment Rights. Neither this Plan nor any Option or Stock Award will confer upon a Grantee any right with respect to
continuing the Grantee's employment or consulting relationship with the Company, or continuing service as a Director, nor will they interfere in any way with the Grantee's right or the Company's right
to terminate such employment or consulting relationship or directorship at any time, with or without cause. 


23.  Governing Law. The Plan will be governed by, and construed in accordance with the laws of the State of Delaware (without giving
effect to conflicts of law principles). 


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EXHIBIT 10.5


POWER MEASUREMENT HOLDINGS, INC. 2000 STOCK INCENTIVE PLAN