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                                                                    Exhibit 10.1

                HITTITE MICROWAVE CORPORATION AMENDED & RESTATED

                             1996 STOCK OPTION PLAN

                                    ARTICLE I
                               PURPOSE OF THE PLAN

     The purpose of this Plan is to encourage and enable employees, consultants,
directors and others who are in a position to make significant contributions to
the success of HITTITE MICROWAVE CORPORATION and of its affiliated corporations
upon whose judgment, initiative and efforts the Corporation depends for the
successful conduct of its business, to acquire a closer identification of their
interests with those of the Corporation by providing them with opportunities to
purchase stock in the Corporation pursuant to options granted hereunder, thereby
stimulating their efforts on behalf of the Corporation and strengthening their
desire to remain involved with the Corporation.

                                   ARTICLE II
                                   DEFINITIONS

     2.1       "AFFILIATED CORPORATION" means any corporation of which a
majority of the voting common or capital stock is owned directly or
indirectly by the Corporation.

     2.2       "AWARD" means an Option granted under Article V.

     2.3       "BOARD" means the Board of Directors of the Corporation or, if
one or more has been appointed, a committee of the Board of Directors of the
Corporation.

     2.4       "CODE" means the Internal Revenue Code of 1986, as amended from
time to time.

     2.5       "COMMITTEE" means one or more committees of not less than two
members of the Board appointed by the Board to administer the Plan.

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     2.6       "CORPORATION" means HITTITE MICROWAVE CORPORATION, a Delaware
corporation, or its successor.

     2.7       "DIRECTOR" means a member of the Corporation's Board.

     2.8       "EMPLOYEE" means any person who is a regular full-time or
part-time employee of the Corporation or an Affiliated Corporation on or after
January l, 1996.

     2.9       "INCENTIVE STOCK OPTION" ("ISO") means an option which qualifies
as an incentive stock option as defined in Section 422 of the Code.

     2.10      "NON-QUALIFIED OPTION" means any Option not intended to qualify
as an Incentive Stock Option.

     2.11      "OPTION" means an Incentive Stock Option or Non-Qualified Option
granted by the Board under Article V of this Plan in the form of a right to
purchase Stock evidenced by an instrument containing such provisions as the
Board may establish. Except as otherwise expressly provided with respect to an
Option grant, no Option granted pursuant to the Plan shall be an Incentive Stock
Option.

     2.12      "PARTICIPANT" means a person selected by the Board or a Committee
to receive an Award under the Plan.

     2.13      "PLAN" means this Amended and Restated 1996 Stock Option Plan.

     2.14      "REPORTING PERSON" means a person subject to Section 16 of the
Securities Exchange Act of 1934, as amended, or any successor provision.

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     2.15      "RESTRICTED PERIOD" means the period of time selected by the
Committee during which an award may be forfeited by the person.

     2.16      "STOCK" means the Common Stock, $.O1 par value, of the
Corporation or any successor, including any adjustments in the event of changes
in capital structure of the type described in Article XI.

                                   ARTICLE III
                           ADMINISTRATION OF THE PLAN

     3.1       ADMINISTRATION BY BOARD. This Plan shall be administered by the
Board of the Corporation. The Board may, from time to time, delegate any of its
functions under this Plan to one or more Committees. All references in this Plan
to the Board shall also include the Committee, if one or more have been
appointed by the Board. From time to time the Board may increase the size of the
Committee and appoint additional members thereto, remove members (with or
without cause) and appoint new members in substitution therefor, fill vacancies
however caused, or remove all members of the Committee and thereafter directly
administer the Plan. No member of the Board or a Committee shall be liable for
any action or determination made in good faith with respect to the Plan or any
Options granted under it.

     If a Committee is appointed by the Board, a majority of the members of the
Committee shall constitute a quorum, and all determinations of the Committee
under the Plan may be made without notice or meeting of the Committee by a
writing signed by a majority of Committee members. On or after registration of
the Stock under the Securities Exchange Act of 1934, as 3 amended, the Board
shall delegate the power to select Directors, officers, Employees and
consultants to receive Awards under the Plan, and the timing, pricing and amount
of such

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Awards to a Committee, all members of which shall be "disinterested persons"
within the meaning of Rule 16b-3 under that Act.

     3.2       POWERS. The Board and/or any Committee appointed by the Board
shall have full and final authority to operate, manage and administer the Plan
on behalf of the Corporation. This authority includes, but is not limited to:

               (a)    The power to grant Awards conditionally or
     unconditionally,

               (b)    The power to prescribe the form or forms of any
     instruments evidencing Awards,

               (c)    The power to interpret the Plan,

               (d)    The power to provide regulations for the operation of the
     incentive features of the Plan, and otherwise to prescribe and rescind
     regulations for interpretation, management and administration of the Plan,

               (e)    The power to delegate responsibility for Plan operations,
     management and administration on such terms, consistent with the Plan, as
     the Board may establish,

               (f)    The power to delegate to other persons the responsibility
     of performing ministerial acts in furtherance of the Plan's purpose, and

The power to engage the service of persons, companies, or organizations in
furtherance of the Plan's purpose, including but not limited to, banks,
insurance companies, brokerage firms and consultants.

     3.3       ADDITIONAL POWERS. In addition, as to each Option, the Board
shall have full and final authority in its discretion: (a) to determine the
number of shares of Stock subject to each Option, (b) to determine the time or
times at which Options will be granted; (c) to determine the Option puce of the
shares of Stock subject to each Option, which price shall be not less than the
minimum price specified in Article V of this Plan; (d) to determine the time or
times when each Option shall become exercisable and the duration of the exercise
period (including the acceleration of any exercise period), which shall not
exceed the maximum period specified in

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Article V; (e) to determine whether each Option granted shall be an Incentive
Stock Option or a Non-qualified Option; and (f) to waive compliance by a
Participant with any obligation to be performed by him under an Option, to waive
any condition or provision of an Option, and to amend or cancel any Option (and
if an Option is cancelled, to grant a new Option on such terms as the Board may
specify), except that the Board may not take any action with respect to an
outstanding Option that would adversely affect the rights of the Participant
under such Option without such Participant's consent. Nothing in the preceding
sentence shall be construed as limiting the power of the Board to make
adjustments required by Article XI. In no event may the Board grant an Employee
any Incentive Stock Option that is first exercisable during any one calendar
year to the extent the aggregate a fair market value of the Stock (determined at
the time the Options are granted) exceeds $100,000 (under all stock option plans
of the Corporation and any parent or subsidiary corporation as defined in
Section 424 of the Code); provided, however, that this paragraph shall have no
force and effect if its inclusion in the Plan is not necessary for Incentive
Stock Options issued under the Plan to qualify as such pursuant to Section
422(d)(1) of the Code.

                                   ARTICLE IV
                                   ELIGIBILITY

     4.1       ELIGIBLE EMPLOYEES. All Employees (including Directors who are
Employees) are eligible to be granted Incentive Stock Option and Non-Qualified
Option Awards under this Plan.

     4.2       CONSULTANTS, DIRECTORS AND OTHER NON-EMPLOYEES. Any consultant,
Director (whether or not an Employee) and any other Participant that is not an
Employee of the Corporation is eligible to be granted Non-Qualified Option
Awards under the Plan.

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     4.3       RELEVANT FACTORS. In selecting individual Employees, consultants,
Directors and other non-employee Participants for Awards, the Board shall weigh
such factors as are relevant to accomplish the purpose of the Plan as stated in
Article 1. An individual who has been granted an Award may be granted one or
more additional Awards, if the Board so determines. The granting of an Award to
any individual shall neither entitle that individual to, nor disqualify him
from, participation in any other grant of Awards.

                                    ARTICLE V
                               STOCK OPTION AWARDS

     5.1       NUMBER OF SHARES. Subject to the provisions of Article XI of this
Plan, the aggregate number of shares of Stock for which Options may be granted
under this Plan shall not exceed 2,000,000 shares. The shares to be delivered
upon exercise of Options under this Plan shall be made available, at the
discretion of the Board, either from authorized but unissued shares or from
previously issued and reacquired shares of Stock held by the Corporation as
treasury shares, including shares purchased in the open market.

     Stock issuable upon exercise of an Option granted under the Plan may be
subject to such restrictions on transfer, repurchase rights or other
restrictions as shall be determined by the Board.

     5.2       EFFECT OF EXPIRATION, TERMINATION OR SURRENDER. If an Option
under this Plan shall expire or terminate unexercised as to any shares covered
thereby, or shall cease for any reason to be exercisable in whole or in part, or
if the Corporation shall reacquire any unvested shares issued pursuant to
Options under the Plan, such shares shall thereafter be available for the
granting of other Options under this Plan.

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     5.3       TERMS OF OPTIONS. The full term of each Option granted hereunder
shall be for such period as the Board shall determine. In the case of Incentive
Stock Options granted hereunder, the term shall not exceed ten (10) years from
the date of granting thereof. Each Option shall be subject to earlier
termination as provided in Sections 6.3 and 6.4. Notwithstanding the foregoing,
the term of Options intended to qualify as "Incentive Stock Options" shall not
exceed five (5) years from the date of granting thereof if such Option is
granted to any Employee who at the time such Option is granted owns more than
ten percent (10%) of the total combined voting power of all classes of stock of
the Corporation or its parent or any subsidiary.

     5.4       OPTION PRICE. The Option price shall be determined by the Board
at the time any Option is granted. In the case of Incentive Stock Options,
the exercise price shall not be less than 100% of the fair market value of
the shares covered thereby at the time the Incentive Stock Option is granted
(but in no event less than par value), provided that no Incentive Stock
Option shall be granted hereunder to any Employee if at the time of grant the
Employee, directly or indirectly, owns more than 10% of the combined voting
power of all classes of stock of the Corporation and its Affiliated
Corporations unless the Incentive Stock Option price equals not less than
110% of the fair market value of the shares covered thereby at the time the
Incentive Stock Option is granted. In the case of Non-Qualified Options, the
Option price shall not be less than par value.

     5.5       FAIR MARKET VALUE. If, at the time an Option is granted under the
Plan, the Corporation's Stock is publicly traded, "fair market value" shall be
determined as of the last business day for which the prices or quotes discussed
in this sentence are available prior to the date such Option is granted and
shall mean (1) the average (on that date) of the high and low

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prices of Stock on the principal national securities exchange on which the Stock
is traded, if the Stock is then traded on a national securities exchange; or
(ii) the last reported sale price (on that date) of the Stock on the NASDAQ
National Market List, if the Stock is not then traded on a national securities
exchange; or (iii) the closing bid price (or average of bid prices) last quoted
(on that date) by an established quotation service for over-the-counter
securities, if the Stock is not reported on the NASDAQ National Market List.
However, if the Stock is not publicly traded at the time an Option is granted
under the Plan, "fair market value" shall be deemed to be the fair value of the
Stock as determined by the Board after taking into consideration all factors
which it deems appropriate, including, without limitation, recent sale and offer
prices of the Stock in private transactions negotiated at arm's length.

     5.6       NON-TRANSFERABILITY OF OPTIONS. No Option granted under this Plan
shall be transferable by the Participant otherwise than by will or the laws of
descent and distribution, and such Option may be exercised during the
Participant's lifetime only by the Participant.

     5.7       FOREIGN NATIONALS. Awards may be granted to Participants who are
foreign nationals or employed outside the United States on such terms and
conditions different from those specified in the Plan as the Board considers
necessary or advisable to achieve the purposes of the Plan or comply with
applicable laws.

                                   ARTICLE VI
                               EXERCISE OF OPTION

     6.1       EXERCISE. Each Option granted under this Plan shall be
exercisable on such date or dates and during such period and for such number of
shares as shall be determined pursuant to the provisions of the instrument
evidencing such Option. The Board shall have the right to accelerate the date of
exercise of any Option, provided that the Board shall not accelerate the

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exercise date of any Incentive Stock Option granted if such acceleration would
violate the annual vesting limitation contained in Section 422(d)(1) of the
Code.

     6.2       NOTICE OF EXERCISE. A person electing to exercise an Option shall
give written notice to the Corporation of such election and of the number of
shares he or she has elected to purchase and shall at the time of exercise
tender the full purchase price of the shares he or she has elected to purchase.
The purchase price can be paid partly or completely in shares of the
Corporation's Stock valued at fair market value as defined in Section 5.5
hereof, or by any such other lawful consideration as the Board may determine.
Until such person has been issued a certificate or certificates for the shares
so purchased, he or she shall possess no rights of a record holder with respect
to any of such shares.

     6.3       OPTION UNAFFECTED BY CHANGE IN DUTIES. No Incentive Stock Option
(and, unless otherwise determined by the Board, no Non-Qualified Option granted
to a person who is, on the date of the grant, an Employee of the Corporation or
an Affiliated Corporation) shall be affected by any change of duties or position
of the Employee (including transfer to or from an Affiliated Corporation), so
long as he or she continues to be an Employee. Employment shall be considered as
continuing uninterrupted during any bona fide leave of absence (such as those
attributable to illness, military obligations or governmental service) provided
that the period of such leave does not exceed 90 days or, if longer, any period
during which such Employee's right to reemployment is guaranteed by statute. A
bona fide leave of absence with the written approval of the Board shall not be
considered an interruption of employment under the Plan, provided that such
written approval contractually obligates the Corporation or any Affiliated
Corporation to continue the employment of the Employee after the approved period
of absence.

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     If the Participant shall cease to be an Employee for any reason other than
death, such Option shall thereafter be exercisable only to the extent of the
purchase rights, if any, which have accrued as of the date of such cessation;
provided that (i) the Board may provide in the instrument evidencing any Option
that the Board may in its absolute discretion, upon any such cessation of
employment, determine (but be under no obligation to determine) that such
accrued purchase rights shall be deemed to include additional shares covered by
such Option; and (ii) unless the Board shall otherwise provide in the instrument
evidencing any Option, upon any such cessation of employment, such remaining
rights to purchase shall in any event terminate upon the earlier of (A) the
expiration of the original term of the Option; or (B) where such cessation of
employment is on account of disability, the expiration of one year from the date
of such cessation of employment and, otherwise, the expiration of three months
from such date. For purposes of the Plan, the term "disability" shall mean
"permanent and total disability" as defined in Section 22(e)(3) of the Code.

     In the case of a Participant who is not an Employee, provisions relating to
the exercisability of an Option following termination of service shall be
specified in the Award. If not so specified, all Options held by such
Participant shall terminate on termination of service to the Corporation.

     6.4       DEATH OF PARTICIPANT. Should a Participant die while in
possession of the legal right to exercise an Option or Options under this Plan,
such persons as shall have acquired, by will or by the laws of descent and
distribution, the right to exercise any Options theretofore granted, may, unless
otherwise provided by the Board in any instrument evidencing any Option,
exercise such Options at any time prior to one year from the date of death;
provided, that such Option or Options shall expire in all events no later than
the last day of the original term of such

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Option; provided, further, that any such exercise shall be limited to the
purchase rights which have accrued as of the date when the Participant ceased to
be an Employee or consultant, whether by death or otherwise, unless the Board
provides in the instrument evidencing such Option that, in the discretion of the
Board, additional shares covered by such Option may become subject to purchase
immediately upon the death of the Participant.

                                  ARTICLE VII
                          REPORTING PERSON LIMITATIONS

     To the extent required to qualify for the exemption provided by Rule 16b-3
under the Securities Exchange Act of 1934, as amended, and any successor
provision, at least six months must elapse from the date of acquisition of an
Option by a Reporting Person to the date of disposition of such Option (other
than upon exercise) or its underlying Stock.

                                  ARTICLE VIII
                         TERMS AND CONDITIONS OF OPTIONS

     Options shall be evidenced by instruments (which need not be identical) in
such forms as the Board may from time to time approve. Such instruments shall
conform to the terms and conditions set forth in Articles V and VI hereof and
may contain such other provisions as the Board deems advisable which are not
inconsistent with the Plan, including transfer and/or repurchase restrictions
applicable to shares of Stock issuable upon exercise of Options. In granting any
Non-Qualified Option, the Board may specify that such Non-Qualified Option shall
be subject to the restrictions set forth herein with respect to Incentive Stock
Options, or to such other termination and cancellation provisions as the Board
may determine. The Board may from time to time confer authority and
responsibility on one or more of its own members and/or one or more officers of
the Corporation to execute and deliver such instruments. The proper officers of

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the Corporation are authorized and directed to take any and all action necessary
or advisable from time to time to carry out the terms of such instruments.

                                   ARTICLE IX
                                 BENEFITS PLANS

     Awards under the Plan are discretionary and are not a part of regular
salary. Awards may not be used in determining the amount of compensation for any
purpose under the benefit plans of the Corporation, or an Affiliated
Corporation, except as the Board may from time to time expressly provide.
Neither the Plan, nor an Option or any instrument evidencing an Option confers
upon any Participant any right to continue as an Employee of, or consultant to,
the Corporation or an Affiliated Corporation or affect the right of the
Corporation or any Affiliated Corporation to terminate them at any time. Except
as specifically provided by the Board in any particular case, the loss of
existing or potential profits granted under this Plan shall not constitute an
element of damages in the event of termination of the relationship of a
Participant even if the termination is in violation of an obligation of the
Corporation to the Participant by contract or otherwise.

                                    ARTICLE X
                AMENDMENT, SUSPENSION OR TERMINATION OF THE PLAN

     The Board may suspend the Plan or any part thereof at any time or may
terminate the Plan in its entirety. Awards shall not be granted after Plan
termination.

     The Board may also amend the Plan from time to time, except that amendments
which affect the following subjects must be approved by stockholders of the
Corporation:

               (a)    Except as provided in Article XI relative to capital
                      changes, the number of shares as to which Options may be
                      granted pursuant to Article V;

               (b)    The maximum term of Options granted;

               (c)    The minimum price at which Options may be granted;

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               (d)    The term of the Plan; and

               (e)    The requirements as to eligibility for participation in
                      the Plan.

     Awards granted prior to suspension or termination of the Plan may not be
cancelled solely because of such suspension or termination, except with the
consent of the Participant who received the Award.

                                   ARTICLE XI
                          CHANGES IN CAPITAL STRUCTURE

     The instruments evidencing Options granted hereunder shall be subject to
adjustment in the event of changes in the outstanding Stock of the Corporation
by reason of Stock dividends, Stock splits, recapitalizations, reorganizations,
or other relevant changes in capitalization occurring after the date of an Award
to the same extent as would affect an actual share of Stock issued and
outstanding on the effective date of such change. Such adjustment to outstanding
Options shall be made without change in the total price applicable to the
unexercised portion of such Options, and a corresponding adjustment in the
applicable Option price per share shall be made. In the event of any such
change, the aggregate number and classes of shares for which Options may
thereafter be granted under Section 5.1 of this Plan may be appropriately
adjusted as determined by the Board so as to reflect such changes.

     Notwithstanding the foregoing, any adjustments made pursuant to this
Article XI with respect to Incentive Stock Options shall be made only after the
Board, after consulting with counsel for the Corporation, determines whether
such adjustments would constitute a "modification" of such Incentive Stock
Options (as that term is defined in Section 424 of the Code) or would cause any
adverse tax consequences for the holders of such Incentive Stock Options. If the
Board determines that such adjustments made with respect to Incentive Stock

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Options would constitute a modification of such Incentive Stock Options, it may
refrain from malting such adjustments.

     Except as otherwise provided in an instrument evidencing Options granted
hereunder, in the event of a Sale while unexercised Options remain outstanding,
the Board may in its discretion cause one or more of the following provisions to
apply:

               (a)  the Board may, subject to the provisions of subparagraphs
     (c) and (d) below, after the effective date of such Sale, permit each
     person who is a holder of an outstanding Option immediately prior to such
     effective date, upon exercise of such Option, to receive in lieu of shares
     of Stock, shares of such stock or other securities or consideration as the
     holders of shares of Stock received pursuant to the terms of the Sale;

               (b)  the Board may waive any discretionary limitations imposed
     pursuant to this Plan or the instruments evidencing Options so that some or
     all Options, from and after a date prior to the effective date of such Sale
     specified by the Board, are exercisable in full;

               (c)  the Board may cause all outstanding Options to be canceled
     as of the effective date of any such Sale, provided that notice of such
     cancellation is given to each holder of an Option, and each holder of an
     Option has the right to exercise such Option in full prior to or
     contemporaneous with the effective date of such Sale; or

               (d)  the Board may cause all outstanding Options to be canceled
     as of the effective date of any such Sale, provided that notice of such
     cancellation is given to each holder of an Option, and each holder of an
     Option has the right to exercise such Option, to the extent then
     exercisable in accordance with any discretionary limitations imposed
     pursuant to this Plan or the instruments evidencing Options, prior to or
     contemporaneous with the effective date of such Sale.

     "Sale" means (a) a sale of all or substantially all of the consolidated
assets of the Corporation or (b) a sale or other transfer of voting securities
of the Corporation, in one transaction or a series of related transactions, or a
consolidation or merger of the Corporation, in each case, as a result of which
the beneficial holders of a majority of the Corporation's voting securities
prior to such transaction do not, directly or indirectly, beneficially hold a
majority of the Corporation's voting securities (or of the voting power of the
surviving or acquiring entity) after such transaction.

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     In the event of the proposed dissolution or liquidation of the Corporation,
each Option will terminate immediately prior to the consummation of such
proposed action or at such other time and subject to such other conditions as
shall be determined by the Board.

     Except as expressly provided herein, no issuance by the Corporation 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 Options. No adjustments
shall be amended for dividends paid in cash or in property other than securities
of the Corporation.

     No fractional shares shall be issued under the Plan and the Participant
shall receive from the Corporation cash in lieu of such fractional shares.

                                   ARTICLE XII
                       EFFECTIVE DATE AND TERM OF THE PLAN

     The plan shall become effective on January 2, 1996. The Plan shall continue
until such time as it may be terminated by action of the Board or the Committee;
provided, however, that no Options may be granted under this Plan on or after
the tenth anniversary of the effective date hereof.

                                  ARTICLE XIII
       CONVERSION OF ISOS INTO NON-QUALIFIED OPTIONS; TERMINATION OF ISOS

     The Board, at the written request of any Participant, may in its discretion
take such actions as may be necessary to convert such Participant Incentive
Stock Options, that have not been exercised on the date of conversion, into
Non-Qualified Options at any time prior to the expiration of such Incentive
Stock Options, regardless of whether the Participant is an Employee of the
Corporation or an Affiliated Corporation at the time of such conversion. Such
actions may include, but are not limited to, extending the exercise period or
reducing the exercise price of such Options. At the time of such conversion, the
Board or the Committee (with the consent of

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the Participant) may impose such conditions on the exercise of the resulting
Non-Qualified Options as the Board or the Committee in its discretion may
determine, provided that such conditions shall not be inconsistent with the
Plan. Nothing in the Plan shall be deemed to give any Participant the right to
have such Particpant's Incentive Stock Options converted into Non-Qualified
Options, and no such conversion shall occur until and unless the Board or the
Committee takes appropriate action. The Board, with the consent of the
Participant, may also terminate any portion of any Incentive Stock Option that
has not been exercised at the time of such termination.

                                   ARTICLE XIV
                              APPLICATION OF FUNDS

     The proceeds received by the Corporation from the sale of shares pursuant
to Options granted under the Plan shall be used for general corporate purposes.

                                   ARTICLE XV
                             GOVERNMENTAL REGULATION

     The Corporation's obligation to sell and deliver shares of Stock under this
Plan is subject to the approval of any governmental authority required in
connection with the authorization, issuance or sale of such shares.

                                   ARTICLE XVI
                     WITHHOLDING OF ADDITIONAL INCOME TAXES

     Upon the exercise of a Non-Qualified Option or the making of a
Disqualifying Disposition (as defined in Article XVII) the Corporation, in
accordance with Section 3402(a) of the Code, may require the Participant to pay
additional withholding taxes in respect of the amount that is considered
compensation includible in such person's gross income. The Board in its
discretion may condition the exercise of an Option on the payment of such
additional withholding taxes.

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                                  ARTICLE XVII
               NOTICE TO CORPORATION OF DISQUALIFYING DISPOSITION

     Each Employee who receives an Incentive Stock Option must agree to notify
the Corporation in writing immediately after the Employee makes a Disqualifying
Disposition of any Stock acquired pursuant to the exercise of an Incentive Stock
Option. A Disqualifying Disposition is any disposition (including any sale) of
such Stock before the later of (a) two years after the date the Employee was
granted the Incentive Stock Option or (b) one year after the date the Employee
acquired Stock by exercising the Incentive Stock Option. If the Employee has
died before such stock is sold, these holding period requirements do not apply
and no Disqualifying Disposition can occur thereafter.

                                  ARTICLE XVIII
                           GOVERNING LAW; CONSTRUCTION

     The validity and construction of the Plan and the instruments evidencing
Options shall be governed by the laws of the State of Delaware (without regard
to the conflict of law principles thereof). In constructing this Plan, the
singular shall include the plural and the masculine gender shall include the
feminine and neuter, unless the context otherwise requires.

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