Exhibit 10.2



Exhibit 10.2


QUANTUM CORPORATION


1993 LONG-TERM INCENTIVE PLAN


(As amended and restated effective as of February 27, 2006)


     1.      Purpose of the Plan.  The purpose of the Quantum Corporation 1993 Long-Term Incentive Plan is to enable Quantum Corporation to provide an incentive to eligible employees,
consultants and officers whose present and potential contributions are important to the continued success of the Company, to afford these individuals the opportunity to acquire a proprietary interest in the Company, and to enable the Company to enlist and retain in
its employment the best available talent for the successful conduct of its business.  It is intended that this purpose will be effected through the granting of (a) stock options, (b) stock purchase rights, (c) stock appreciation rights,
(d) long-term performance awards, and (e) restricted stock units.


     2.      Definitions.  As used herein, the following definitions shall apply:


                    (a)   “Administrator” means the Board or such of its Committees as shall be administering the Plan, in
accordance with Section 5 of the Plan.


                    (b)    “Applicable Laws” means the requirements relating to the administration of stock option plans under U.
S. state corporate laws, U.S. federal and state securities laws, the Code, any stock exchange or quotation system on which the Shares are listed or quoted and the applicable laws of any foreign country or jurisdiction where awards are, or will be, granted under the
Plan.


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


                    (d)    “Code” means the Internal Revenue Code of 1986, as amended.


                    (e)    “Committee” means a Committee appointed by the Board in accordance with Section 5 of the Plan.


                    (f)    “Company” means Quantum Corporation, a Delaware corporation.


                    (g)    “Consultant” means any person, including an advisor, engaged by the Company or a Parent or Subsidiary
to render services and who is compensated for such services, provided that the term “Consultant” shall not include 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.


                    (h)    “Continuous Status as an Employee or Consultant” means that the employment or consulting relationship
is not interrupted or terminated by the Company, any Parent or Subsidiary, or where applicable, any entity affiliated with the Company.  Continuous Status as an Employee or Consultant shall not be considered interrupted in the case of: (i) transfers between
locations of the Company or between the Company, its Parent, its Subsidiaries, or where applicable, affiliated or successor entities; (ii) any leave of absence approved by the Board, including sick leave, military leave, or any other personal leave;
provided, however, that for purposes of Incentive Stock Options,








any such leave may not exceed ninety (90) days, unless reemployment upon the expiration of such leave is guaranteed by contract (including certain Company policies) or statute or (iii) notification by the Company of a reduction-in-force; such termination
shall be considered to have occurred at the end of the Employee’s continuation period.


                    (i)    “Director” means a member of the Board.


                    (j)    “Disability” means total and permanent disability as defined in
Section 22(e)(3) of the Code.


                    (k)    “Employee” means any person, including Officers and Directors, employed by the Company or any Parent,
Subsidiary or where applicable, entities affiliated with the Company.  Neither service as a Director nor payment of a director's fee by the Company shall be sufficient to constitute “employment” by the Company.


                    (l)    “Exchange Act” means the Securities Exchange Act of 1934, as amended.


                    (m)    “Fair Market Value” means, as of any date, the value of a Share determined as follows:


                                      (i)    If the Shares
are listed on any established stock exchange or a national market system, including without limitation the Nasdaq National Market or The Nasdaq SmallCap Market of The Nasdaq Stock Market, its Fair Market Value shall be the closing sales price for such stock (or the
closing bid, if no sales were reported) as quoted on such exchange or system on the day of determination, as reported in The Wall Street Journal or such other source as the Administrator deems reliable;


                                     (ii)    If the Shares are
regularly quoted by a recognized securities dealer but selling prices are not reported, the Fair Market Value of a Share shall be the mean between the high bid and low asked prices for the Shares on the day of determination, as reported in The Wall Street
Journal or such other source as the Administrator deems reliable; or


                                    (iii)     In the absence of an
established market for the Shares, the Fair Market Value shall be determined in good faith by the Administrator.


                    (n)      “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.


                    (o)    “Long-Term Performance Award” means an award under Section 10 below.  A Long-Term Performance
Award shall permit the recipient to receive a cash or stock bonus (as determined by the Administrator) upon satisfaction of such performance factors as are set out in the recipient's individual grant.  Long-Term Performance Awards will be based upon the
achievement of Company, Subsidiary and/or individual performance factors or upon such other criteria as the Administrator may deem appropriate.


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                    (p)    “Long-Term Performance Award Agreement” means a written agreement between the Company and an Optionee
evidencing the terms and conditions of an individual Long-Term Performance Award grant.  The Long-Term Performance Award Agreement is subject to the terms and conditions of the Plan.


                    (q)    “Nonstatutory Stock Option” means any Option that is not an Incentive Stock Option.


                    (r)    “Notice of Grant” means a written notice evidencing certain terms and conditions of an individual
Option, Stock Purchase Right, SAR, Long-Term Performance Award, or Restricted Stock Unit grant.  The Notice of Grant is part of the Option Agreement, the SAR Agreement, the Long-Term Performance Award Agreement, and the Restricted Stock Unit Agreement, as
applicable.


                    (s)    “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.


                    (t)    “Option” means a stock option granted pursuant to the Plan.


                    (u)    “Option Agreement” means a written agreement between the Company and an Optionee evidencing the terms
and conditions of an individual Option grant.  The Option Agreement is subject to the terms and conditions of the Plan.


                    (v)    “Optioned Stock” means the Shares subject to an Option or Right.


                    (w)    “Optionee” means an Employee or Consultant who holds an outstanding Option or Right.


                    (x)    “Parent” means a “parent corporation,” whether now or hereafter existing, as defined in
Section 424(e) of the Code.


                    (y)    “Plan” means this Quantum Corporation 1993 Long-Term Incentive Plan.


                    (z)    “Restricted Stock” means the Shares subject to a Restricted Stock Purchase Agreement acquired pursuant
to a grant of Stock Purchase Rights under Section 8 below.


                   (aa)    “Restricted Stock Purchase Agreement” means a written agreement between the Company and the Optionee
evidencing the terms and restrictions applying to Restricted Stock purchased under a Stock Purchase Right.  The Restricted Stock Purchase Agreement is subject to the terms and conditions of the Plan and the Notice of Grant.


                   (bb)    “Restricted Stock Unit” means a bookkeeping entry initially representing an amount equivalent to the Fair
Market Value of one Share, granted pursuant to Section 9.  Restricted Stock Units represent an unfunded and unsecured obligation of the Company.


                   (cc)    “Restricted Stock Unit Agreement” means a written agreement between the Company and the Optionee evidencing
the terms and restrictions applying to Restricted Stock Units. 


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The Restricted Stock Unit Agreement is subject to terms and conditions of the Plan and the Notice of Grant.


                   (dd)    “Right” means and includes SARs, Long-Term Performance Awards, Stock Purchase Rights, and Restricted Stock
Units granted pursuant to the Plan.


                   (ee)    “Rule 16b-3” means Rule 16b-3 of the Exchange Act or any successor rule thereto, as in effect when
discretion is being exercised by the Administrator with respect to the Plan.


                   (ff)    “SAR” means a stock appreciation right granted pursuant to Section 7 of the Plan.


                   (gg)    “SAR Agreement” means a written agreement between the Company and an Optionee evidencing the terms and
conditions of an individual SAR grant.  The SAR Agreement is subject to the terms and conditions of the Plan.


                   (hh)    “Share” means a share of common stock of the Company, as adjusted in accordance with Section 12 of the
Plan.


                   (ii)    “Stock Purchase Right” means the right to purchase Shares pursuant to Section 8 of the Plan, as
evidenced by a Notice of Grant.


                   (jj)    “Subsidiary” means a “subsidiary corporation,” whether now or hereafter existing, as defined in
Section 424(f) of the Code.


     3.      Eligibility.  Nonstatutory Stock Options and Rights may be granted to Employees and Consultants.  Incentive Stock Options may be granted only to Employees.  If otherwise eligible,
an Employee or Consultant who has been granted an Option or Right may be granted additional Options or Rights.


     4.      Stock Subject to the Plan. 


                    (a)    Shares Reserved Under the Plan.  Subject to the provisions of Section 12 of the Plan, the total number of
Shares reserved and available for issuance under the Plan is 46,343,212 Shares, plus an annual increase to be added on April 1 of each year beginning in 2002 and ending on April 1, 2006, equal to 4% of the number of Shares outstanding on the preceding March 31. The
maximum number of Shares reserved and available for issuance pursuant to Incentive Stock Options is 28,000,000 Shares increased, annually, by 3,000,000 of the Shares added to the Plan under the preceding sentence; provided, however, that any or all such annual
increases in the number of Shares available for issuance pursuant to Incentive Stock Options shall be subject to stockholder approval to the extent the Administrator determines that such approval is required by the applicable provisions of the Code. 


                    (b)    Subject to Section 12 of the Plan, if any Shares that have been optioned under an Option cease to be subject to such
Option (other than through exercise of the Option), or if any Option or Right granted hereunder is forfeited, or any such award otherwise terminates prior to the issuance of Common Stock to the participant, the Shares that were subject to such Option or Right shall
again be available for distribution in connection with future Option or right grants under the


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Plan.  In addition, Shares that have been subject to SARs exercised for cash, whether granted in connection with or independently of options, shall again be available for distribution under the Plan.  Shares that have actually been issued under the Plan,
whether upon exercise or settlement of an Option or Right, shall not in any event be returned to the Plan and shall not become available for future distribution under the Plan, except that if Shares of Restricted Stock are repurchased by the Company at their original
purchase price, such Shares shall become available for future grant under the Plan.


     5.      Administration.


                    (a)    Procedure.


                                      (i)    Multiple
Administrative Bodies.  The Plan may be administered by different Committees with respect to different groups of Service Providers.


                                     (ii)   
Section 162(m).  To the extent that the Administrator determines it to be desirable to qualify Options granted hereunder as “performance-based compensation” within the meaning of Section 162(m) of the Code, the Plan shall be
administered by a Committee of two or more “outside directors” within the meaning of Section 162(m) of the Code.


                                    (iii)    Rule 16b-3. 
To the extent desirable to qualify transactions hereunder as exempt under Rule 16b-3, the transactions contemplated hereunder shall be structured to satisfy the requirements for exemption under Rule 16b-3.


                                    (iv)    Other
Administration.  Other than as provided above, the Plan shall be administered by (A) the Board or (B) a Committee, which committee shall be constituted to satisfy Applicable Laws.


                    (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 such Committee, the Administrator shall have the authority, in its discretion:


                                      (i)    to determine
the Fair Market Value of the Shares, in accordance with Section 2(m) of the Plan;


                                     (ii)    to select the
Consultants and Employees to whom Options and Rights may be granted hereunder;


                                    (iii)    to determine whether and
to what extent Options and Rights or any combination thereof, are granted hereunder;


                                    (iv)    to determine the number
and type of Shares to be covered by each Option and Right granted hereunder;


                                    (v)    to approve forms of
agreement for use under the Plan;


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                                    (vi)    to determine the terms
and conditions, not inconsistent with the terms of the Plan, of any award granted hereunder.  Such terms and conditions include, but are not limited to, the exercise price, the time or times when Options or Rights may be exercised (which may be based on
performance criteria), any vesting acceleration or waiver of forfeiture restrictions, and any restriction or limitation regarding any Option or Right or the Shares relating thereto, based in each case on such factors as the Administrator, in its sole discretion,
shall determine;


                                   (vii)    to construe and interpret the
terms of the Plan;


                                  (viii)    to prescribe, amend and rescind
rules and regulations relating to the Plan;


                                    (ix)    to determine whether and under
what circumstances an Option or Right may be settled in cash instead of Shares or Shares instead of cash;


                                    (x)    to modify or amend each Option or
Right (subject to Section 14 of the Plan);


                                    (xi)    to allow Optionees to satisfy
withholding tax obligations by electing to have the Company withhold from the Shares to be issued upon exercise of an Option or Right that number of Shares having a Fair Market Value equal to the amount required to be withheld.  The Fair Market Value of the
Shares to be withheld shall be determined on the date that the amount of tax to be withheld is to be determined.  All elections by an Optionee to have Shares withheld for this purpose shall be made in such form and under such conditions as the Administrator may
deem necessary or advisable;


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


                                  (xiii)    to determine the terms and restrictions
applicable to Options and Rights and any Restricted Stock; and


                                  (xiv)    to make all other determinations deemed
necessary or advisable for administering the Plan.


                    (c)    Effect of Administrator's Decision.  The Administrator's decisions, determinations and interpretations shall
be final and binding on all Optionees and any other holders of Options or Rights.


     6.      Duration of the Plan.  The Plan shall remain in effect until terminated by the Board under the terms of the Plan, provided that in no event may Incentive Stock Options be granted under the
Plan later than 10 years from the date the Plan was adopted by the Board.


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     7.      Options and SARs.


                    (a)    Options.  The Administrator, in its discretion, may grant Options to eligible participants and shall determine
whether such Options shall be Incentive Stock Options or Nonstatutory Stock Options.  Each Option shall be evidenced by a Notice of Grant which shall expressly identify the Options as Incentive Stock Options or as Nonstatutory Stock Options and be in such form
and contain such provisions as the Administrator shall from time to time deem appropriate.  Without limiting the foregoing, the Administrator may at any time authorize the Company, with the consent of the respective recipients, to issue new Options or Rights in
exchange for the surrender and cancellation of outstanding Options or Rights.  Option agreements shall contain the following terms and conditions:


                                      (i)    Exercise
Price; Number of Shares.  The per share exercise price for the Shares issuable pursuant to an Option shall be such price as is determined by the Administrator; provided, however, that in no event shall the price of an Option or Stock Appreciation
Right be less than 100% of the Fair Market Value of the Shares on the date the Option or Stock Appreciation Right is granted, subject to any additional conditions set out in Section 7(a)(iv) below.  The Notice of Grant shall specify the number and type of
Shares to which it pertains.


                                     (ii)    Waiting Period
and Exercise Dates.  At the time an Option is granted, the Administrator will determine the terms and conditions to be satisfied before Shares may be purchased, including the dates on which Shares subject to the Option may first be purchased.  The
Administrator may specify that an Option may not be exercised until the completion of the service period specified at the time of grant.  (Any such period is referred to herein as the “waiting period.”)  At the time an Option is granted, the
Administrator shall fix the period within which the Option may be exercised, which shall not be earlier than the end of the waiting period, if any, nor, in the case of an Incentive Stock Option, later than ten (10) years, from the date of grant.


                                    (iii)    Form of
Payment.  The consideration to be paid for the Shares to be issued upon exercise of an Option, including the method of payment, shall be determined by the Administrator (and, in the case of an Incentive Stock Option, shall be determined at the time of grant)
and may consist entirely of:



                                             (1)    cash;



                                             (2)    check;



                                             (3)    promissory
note;



                                             (4)    other
Shares which (1) in the case of Shares acquired upon exercise of an option, have been owned by the Optionee for more than six months on the date of surrender, (2) have a Fair Market Value on the date of surrender not greater than the aggregate exercise price of the
Shares as to which said Option shall be exercised and (3) are of the same class of stock as the Shares to be purchased;



                                             (5)    delivery
of a properly executed exercise notice together with such other documentation as the Administrator and the broker, if applicable, shall require to effect an


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exercise of the Option and delivery to the Company of the sale or loan proceeds required to pay the exercise price;



                                             (6)    any
combination of the foregoing methods of payment; or



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


                                    (iv)    Special Incentive
Stock Option Provisions.  In addition to the foregoing, Options granted under the Plan which are intended to be Incentive Stock Options under Section 422 of the Code shall be subject to the following terms and conditions:



                                             (1)    
Dollar Limitation.  To the extent that the aggregate Fair Market Value of (a) the Shares with respect to which Options designated as Incentive Stock Options plus (b) the shares of stock of the Company, Parent and any Subsidiary with respect to which other
Incentive Stock Options are exercisable for the first time by an Optionee during any calendar year under all plans of the Company and any Parent and Subsidiary exceeds $100,000, such Options shall be treated as Nonstatutory Stock Options.  For purposes of the
preceding sentence, (a) Options shall be taken into account in the order in which they were granted, and (b) the Fair Market Value of the Shares shall be determined as of the time the Option or other Incentive Stock Option is granted.


                                     (v)    Option Grant
Limitations.  The following limitations will apply to each Option grant:



                                             (1)    No
Employee or Consultant shall be granted, in any fiscal year of the Company, an Option to purchase more than 500,000 Shares.



                                             (2)    In
connection with his or her initial service or upon Promotion, an Employee or Consultant may be granted Options to purchase up to an additional 1,000,000 Shares which shall not count against the limit set forth in subsection (1) above. 
“Promotion” shall mean a change in title of the Employee or Consultant which involves a substantial change in his or her duties and responsibilities; provided, however, that an Employee or Consultant will not be deemed to receive more than one Promotion
during any fiscal year for the purposes of this Section 7(a)(v). 



                                             (3)    The
foregoing limitations shall be adjusted proportionately in connection with any change in the Company's capitalization as described in Section 12.



                                             (4)    If
an Option is canceled in the same fiscal year of the Company in which it was granted (other than in connection with a transaction described in Section 12), the canceled Option will be counted against the limits set forth in subsections (1) and (2) above. 
For this purpose, if the exercise price of an Option is reduced, the transaction will be treated as a cancellation of the Option and the grant of a new Option. 


                                    (vi)    Other Provisions. 
Each Option granted under the Plan may contain such other terms, provisions, and conditions not inconsistent with the Plan as may be determined by the Administrator.


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                                   (vii)    Buyout Provisions.  The
Administrator may at any time offer to buyout for a payment in cash, promissory note or Shares, an Option previously granted, based on such terms and conditions as the Administrator shall establish and communicate to the Optionee at the time that such offer is
made.


                    (b)    SARs.


                                     (i)    In Connection with
Options.  At the sole discretion of the Administrator, SARs may be granted in connection with all or any part of an Option, either concurrently with the grant of the Option or at any time thereafter during the term of the Option.  The following
provisions apply to SARs that are granted in connection with Options:



                                             (1)    The
SAR shall entitle the Optionee to exercise the SAR by surrendering to the Company unexercised the corresponding portion of the related Option.  The Optionee shall receive in exchange from the Company an amount equal to the excess of (1) the Fair Market Value on
the date of exercise of the SAR of the Shares covered by the surrendered portion of the related Option over (2) the exercise price of the Shares covered by the surrendered portion of the related Option.  Notwithstanding the foregoing, the Administrator may place
limits on the amount that may be paid upon exercise of an SAR; provided, however, that such limit shall not restrict the exercisability of the related Option.



                                             (2)    When
an SAR is exercised, the related Option, to the extent surrendered, shall cease to be exercisable.



                                             (3)    An
SAR shall be exercisable only when and to the extent that the related Option is exercisable and shall expire no later than the date on which the related Option expires.



                                             (4)    An
SAR may only be exercised at a time when the Fair Market Value of the Shares covered by the related Option exceeds the exercise price of the Shares covered by the related Option.


                                    (ii)    Independent of
Options.  At the sole discretion of the Administrator, SARs may be granted without related Options.  The following provisions apply to SARs that are not granted in connection with Options:



                                             (1)    The
SAR shall entitle the Optionee, by exercising the SAR, to receive from the Company an amount equal to the excess of (1) the Fair Market Value of the Shares covered by the exercised portion of the SAR, as of the date of such exercise, over (2) the Fair Market Value of
the Shares covered by the exercised portion of the SAR, as of the last market trading date prior to the date on which the SAR was granted; provided, however, that the Administrator may place limits on the aggregate amount that may be paid upon exercise of an
SAR.



                                             (2)    SARs
shall be exercisable, in whole or in part, at such times as the Administrator shall specify in the Optionee's SAR agreement.


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                                   (iii)    Form of Payment.  The
Company's obligation arising upon the exercise of an SAR may be paid in Shares or in cash, or in any combination of Shares and cash, as the Administrator, in its sole discretion, may determine.  Shares issued upon the exercise of an SAR shall be valued at their
Fair Market Value as of the date of exercise.


                    (c)    Method of Exercise.


                                      (i)    Procedure for Exercise;
Rights as a Stockholder.  Any Option or SAR granted hereunder shall be exercisable at such times and under such conditions as determined by the Administrator and as shall be permissible under the terms of the Plan.


                                              An Option may
not be exercised for a fraction of a Share.


                                              An Option or
SAR shall be deemed to be exercised when written notice of such exercise has been given to the Company in accordance with the terms of the Option or SAR by the person entitled to exercise the Option or SAR and full payment for the Shares with respect to which the
Option is exercised has been received by the Company.  Full payment may, as authorized by the Administrator (and, in the case of an Incentive Stock Option, determined at the time of grant) and permitted by the Option Agreement, consist of any consideration and
method of payment allowable under subsection 7(a)(iii) of the Plan.  Until the issuance (as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company) of the stock certificate evidencing such
Shares, no right to vote or receive dividends or any other rights as a stockholder shall exist with respect to the Optioned Stock, notwithstanding the exercise of the Option.  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 12 of the Plan.


                                              Exercise of
an Option in any manner shall result in a decrease in the number of Shares, which thereafter shall be available, both for purposes of the Plan and for sale under the Option, by the number of Shares as to which the Option is exercised. Exercise of an SAR in any manner
shall, to the extent the SAR is exercised, result in a decrease in the number of Shares, which thereafter shall be available for purposes of the Plan, and the SAR shall cease to be exercisable to the extent it has been exercised.


                                     (ii)    Termination of Employment or
Consulting Relationship.  In the event an Optionee's Continuous Status as an Employee or Consultant terminates (other than upon the Optionee's death or Disability), the Optionee may exercise his or her Option or SAR within such period of time as is
determined by the Administrator and only to the extent that the Optionee was entitled to exercise it at the date of such termination (but in no event later than the expiration of the term of such Option or SAR as set forth in the Option or SAR Agreement).  In
the absence of a specified time in the Option or SAR Agreement, the Option or SAR shall remain exercisable for three (3) months following the Optionee’s termination.  To the extent that Optionee was not entitled to exercise an Option or SAR at the date of
such termination, and to the extent that the Optionee does not exercise such Option or SAR (to the extent otherwise so entitled) within the time specified herein, the Option or SAR shall terminate.


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                                   (iii)    Disability of Optionee.  In
the event an Optionee's Continuous Status as an Employee or Consultant terminates as a result of the Optionee's Disability, the Optionee may exercise his or her Option or SAR, but only within twelve (12) months from the date of such termination, and only to the
extent that the Optionee was entitled to exercise it at the date of such termination (but in no event later than the expiration of the term of such Option or SAR as set forth in the Option or SAR Agreement).  To the extent that Optionee was not entitled to
exercise an Option or SAR at the date of such termination, and to the extent that the Optionee does not exercise such Option or SAR (to the extent otherwise so entitled) within the time specified herein, the Option or SAR shall terminate.


                                     (iv)    Death of Optionee.  In
the event of an Optionee's death, the Optionee's estate or a person who acquired the right to exercise the deceased Optionee's Option or SAR by bequest or inheritance may exercise the Option or SAR, but only within twelve (12) months following the date of death, and
only to the extent that the Optionee was entitled to exercise it at the date of death (but in no event later than the expiration of the term of such Option or SAR as set forth in the Option or SAR Agreement). To the extent that Optionee was not entitled to exercise
an Option or SAR at the date of death, and to the extent that the Optionee's estate or a person who acquired the right to exercise such Option does not exercise such Option or SAR (to the extent otherwise so entitled) within the time specified herein, the Option or
SAR shall terminate.


     8.      Stock Purchase Rights.


                    (a)    Rights to Purchase.  Stock Purchase Rights may be issued either alone, in addition to, or in tandem with other
awards granted under the Plan and/or cash awards made outside of the Plan.  After the Administrator determines that it will offer Stock Purchase Rights under the Plan, it shall advise the offeree in writing of the terms, conditions and restrictions related to
the offer, including the number and type of Shares that the offeree shall be entitled to purchase, the price to be paid, and the time within which the offeree must accept such offer, which shall in no event exceed thirty (30) days from the date upon which the
Administrator made the determination to grant the Stock Purchase Right.  In no event shall the purchase price be less than the minimum price required to assure compliance with applicable state law.  The offer shall be accepted by execution of a Restricted
Stock Purchase Agreement in the form determined by the Administrator.


                    (b)    Repurchase Option.  Unless the Administrator determines otherwise, the Restricted Stock Purchase Agreement
shall grant the Company a repurchase option exercisable upon the voluntary or involuntary termination of the purchaser's employment with the Company for any reason (including death or Disability).  The purchase price for Shares repurchased pursuant to the
Restricted Stock purchase agreement shall be the original price paid by the purchaser and may be paid by cancellation of any indebtedness of the purchaser to the Company.  The repurchase option shall lapse at such rate as the Administrator may determine.


                    (c)    Other Provisions.  The Restricted Stock Purchase Agreement shall contain such other terms, provisions and
conditions not inconsistent with the Plan as may be determined by the Administrator in its sole discretion.  In addition, the provisions of Restricted Stock Purchase Agreements need not be the same with respect to each purchaser.


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                    (d)    Rights as a Stockholder.  Once the Stock Purchase Right is exercised, the purchaser shall have the rights
equivalent to those of a stockholder, and shall be a stockholder when his or her purchase is entered upon the records of the duly authorized transfer agent of the Company.  No adjustment will be made for a dividend or other right for which the record date is
prior to the date the Stock Purchase Right is exercised, except as provided in Section 12 of the Plan.


     9.      Restricted Stock Units.


                    (a)    Grant.  Restricted Stock Units may be granted at any time and from time to time, as determined by the
Administrator.  After the Administrator determines that it will grant Restricted Stock Units under the Plan, it shall advise the Optionee in writing of the terms, conditions, and restrictions related to the grant, including the number of Restricted Stock Units
and the form of payout, which, subject to Section 9(d), may be left to the discretion of the Administrator.


                    (b)    Vesting Criteria and Other Terms.  The Administrator shall set vesting criteria in its discretion, which,
depending on the extent to which the criteria are met, will determine the number of Restricted Stock Units that will be paid out to the Optionee.  The Administrator may set vesting criteria based upon the achievement of Company-wide, business unit, or individual
goals (including, but not limited to, continued employment), or any other basis determined by the Administrator in its discretion.


                    (c)    Earning Restricted Stock Units.  Upon meeting the applicable vesting criteria, the Optionee shall be entitled
to receive a payout as specified in the Restricted Stock Unit Agreement.  Notwithstanding the foregoing, at any time after the grant of Restricted Stock Units, the Administrator, in its sole discretion, may reduce or waive any vesting criteria that must be met
to receive a payout.


                    (d)    Form and Timing of Payment.  Payment of earned Restricted Stock Units shall be made as soon as practicable
after the date(s) set forth in the Restricted Stock Unit Agreement.  The Administrator, in its sole discretion, may pay earned Restricted Stock Units in cash, Shares, or a combination thereof.  Shares represented by Restricted Stock Units that are fully
paid in cash again shall be available for grant under the Plan.


                    (e)    Cancellation.  On the date set forth in the Restricted Stock Unit Agreement, all unearned Restricted Stock
Units shall be forfeited to the Company, and an equal number of Shares again shall be available for grant under the Plan.


                    (f)    Deferral.  Notwithstanding Section 9(d), the Administrator may permit an Optionee to defer the timing of
payment of earned Restricted Stock Units.  Any deferral election must be in accordance with rules established by the Administrator, in its sole discretion.  Unless otherwise determined by the Administrator, any deferrals and deferral elections shall comply
with Code Section 409A.


     10.     Long-Term Performance Awards.


                    (a)    Administration.  Long-Term Performance Awards are cash or stock bonus awards that may be granted either alone
or in addition to other awards granted under the Plan.  Subject to


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any minimum imposed by applicable state law, such awards may be granted for no cash consideration.  The Administrator shall determine the nature, length and starting date of any performance period (the “Performance Period”) for each Long-Term
Performance Award, and shall determine the performance or employment factors, if any, to be used in the determination of Long-Term Performance Awards and the extent to which such Long-Term Performance Awards are valued or have been earned.  Long-Term Performance
Awards may vary from participant to participant and between groups of participants and shall be based upon the achievement of Company, Subsidiary, Parent and/or individual performance factors or upon such other criteria as the Administrator may deem
appropriate.  Performance Periods may overlap and participants may participate simultaneously with respect to Long-Term Performance Awards that are subject to different Performance Periods and different performance factors and criteria.  Long-Term
Performance Awards shall be confirmed by, and be subject to the terms of, a Long-Term Performance Award agreement.  The terms of such awards need not be the same with respect to each participant.


                                              At the
beginning of each Performance Period, the Administrator may determine for each Long-Term Performance Award subject to such Performance Period the range of dollar values or number and type of Shares to be awarded to the participant at the end of the Performance Period
if and to the extent that the relevant measures of performance for such Long-Term Performance Award are met.  Such dollar values or number and type of Shares may be fixed or may vary in accordance with such performance or other criteria as may be determined by
the Administrator.


                    (b)    Adjustment of Awards.  The Administrator may adjust the performance factors applicable to the Long-Term
Performance Awards to take into account changes in legal, accounting and tax rules and to make such adjustments as the Administrator deems necessary or appropriate to reflect the inclusion or exclusion of the impact of extraordinary or unusual items, events or
circumstances in order to avoid windfalls or hardships.


     11.     Non-Transferability of Options.  Unless determined otherwise by the Administrator, Options and Rights 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.  If the Administrator makes an Option or Right transferable, such Option or Right shall contain such additional terms
and conditions as the Administrator deems appropriate.


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


                    (a)    Changes in Capitalization.  Subject to any required action by the stockholders of the Company, the number of
Shares covered by each outstanding Option and Right, and the number of Shares which have been authorized for issuance under the Plan but as to which no Options or Rights have yet been granted or which have been returned to the Plan upon cancellation or expiration of
an Option or Right, as well as the price per Share covered by each such outstanding Option or Right, shall be appropriately adjusted by the Board, in its discretion, for any increase or decrease in the number or type of issued Shares resulting from a stock split,
reverse stock split, stock dividend, combination, conversion or reclassification, or any other increase or decrease in the


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number of issued Shares.  Such adjustment by the Board shall be final, binding and conclusive.  Except as expressly provided herein, 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 or price of Shares subject to an Option or Right.


                    (b)    Dissolution or Liquidation.  In the event of the proposed dissolution or liquidation of the Company, to the
extent that an Option or Right has not been previously exercised, earned, or settled, it will terminate immediately prior to the consummation of such proposed action.  The Administrator may, in the exercise of its sole discretion in such instances, (i) declare
that any Option or Right shall terminate as of a date fixed by the Administrator, (ii) give each Optionee the right to exercise his or her Option or Right as to all or any part of the Optioned Stock, including Shares as to which the Option or Right would not
otherwise be exercisable, and (iii) provide that all vesting criteria applicable to unvested Options and Rights has been met.


                    (c)    Merger or Asset Sale.  In the event of a merger of the Company with or into another corporation, or the sale
of substantially all of the assets of the Company, each outstanding Option or Right shall be assumed or an equivalent Option or Right substituted by the successor corporation or a Parent or Subsidiary of the successor corporation.  In the event that the
successor corporation does not agree to assume the Option or Right or to substitute an equivalent option or right, the Administrator shall, in lieu of such assumption or substitution, (i) provide for the Optionee to have the right to exercise the Option or Right as
to all or a portion of the Optioned Stock, including Shares as to which it would not otherwise be exercisable, and (ii) provide that all vesting criteria applicable to unvested Options and Rights has been met.  If the Administrator makes an Option or Right
exercisable in lieu of assump­tion or substitution in the event of a merger or sale of assets, the Administrator shall notify the Optionee that the Option or Right shall be exercisable for a period of fifteen (15) days from the date of such notice, and the Option
or Right will terminate upon the expiration of such period.  For the purposes of this paragraph, the Option or Right shall be considered assumed if, immediately following the merger or sale of assets, the Option or Right confers the right to purchase or receive,
for each Share of Optioned Stock subject to the Option or Right immediately prior to the merger or sale of assets, the consideration (whether stock, cash, or other securities or property) received in the merger or sale of assets by holders of Shares for each Share
held on the effective date of the transaction (and if holders were offered a choice of consideration, the type of consideration chosen by the holders of a majority of the outstanding Shares); provided, however, that if such consideration received in the merger
or sale of assets was not solely common stock of the successor corporation or its Parent, the Administrator may, with the consent of the succes­sor corporation and the Optionee, provide for the consideration to be received upon the exercise or settlement of the
Option or Right, for each Share of Optioned Stock subject to the Option or Right, to be solely common stock of the successor corporation or its Parent equal in Fair Market Value to the per share consideration received by holders of Shares in the merger or sale of
assets.


     13.     Date of Grant.  The date of grant of an Option or Right shall be, for all purposes, the date on which the Administrator makes the determination granting such Option or Right, or such other later
date as is determined by the Administrator.  Notice of the determination shall be provided to each Optionee within a reasonable time after the date of such grant.


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     14.     Amendment and Termination of the Plan.


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


                    (b)    Stockholder Approval.  The Company shall obtain stockholder approval of any Plan amendment to the extent
necessary and desirable to comply with Applicable Laws.  Such stockholder approval, if required, shall be obtained in such a manner and to such a degree as is required by the Applicable Laws.


                    (c)    Effect of Amendment or Termination.  No amendment, alteration, suspension or termination
of the Plan shall impair the rights of any Optionee, unless mutually agreed otherwise between the Optionee and the Administrator, which agreement must be in writing and signed by the Optionee and the Company.


     15.     Conditions Upon Issuance of Shares. 


                    (a)    Legal Compliance.  Shares shall not be issued pursuant to the exercise of an Option or Right unless the
exercise of such Option or Right and the issuance and delivery of such Shares shall comply with Applicable Laws.


                    (b)    Investment Representations.  As a condition to the exercise of an Option or Right, the Company may require the
person exercising such Option or Right to represent and warrant at the time of any such exercise that the Shares are being purchased only for investment and without any present intention to sell or distribute such Shares if, in the opinion of counsel for the Company,
such a representation is required.


     16.     Liability of Company.


                    (a)    Inability to Obtain Authority.  The inability of the Company to obtain authority from any regulatory body
having jurisdiction, which authority is deemed by the Company's counsel to be necessary to the lawful issuance and sale of any Shares hereunder, shall relieve the Company of any liability in respect of the failure to issue or sell such Shares as to which such
requisite authority shall not have been obtained.


                    (b)    Grants Exceeding Allotted Shares.  If the Optioned Stock covered by an Option or Right exceeds, as of the date
of grant, the number of Shares which may be issued under the Plan without additional stockholder approval, such Option or Right shall be void with respect to such excess Optioned Stock, unless stockholder approval of an amendment sufficiently increasing the number of
Shares subject to the Plan is timely obtained in accordance with Section 14(b) of the Plan.


     17.     Reservation of Shares.  The Company, during the term of this Plan, will at all times reserve and keep available such number of Shares as shall be sufficient to satisfy the requirements
of the Plan.


     18.     Effective Date.  The Plan, as amended and restated herein, is effective as of February 27, 2006.


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