Exhibit
      10.1


    SKINS
      INC.

    


    AMENDED
      AND RESTATED

    2005
      INCENTIVE PLAN

    


    ARTICLE
      I 

    


    PURPOSE
      AND ADOPTION OF THE PLAN

    


    This
      Skins Inc. Amended and Restated 2005 Incentive Plan (this “Amended and Restated
      Plan”) amends and restates the Skins Shoes, Inc. 2005 Incentive Plan (the
“Original Plan”) in its entirety. For the purposes of this Amended and Restated
      Plan, all references to the “Plan” shall mean this Amended and Restated
      Plan.

    


    1.01. Purpose.
      The
      purpose of the Skins Inc. 2005 Incentive Plan (as amended from time to time,
      the
“Plan”) is to assist in attracting and retaining highly competent employees,
      directors and consultants to act as an incentive in motivating selected
      employees, directors and consultants of Skins Inc. and its Subsidiaries to
      achieve long-term corporate objectives and to enable stock-based and cash-based
      incentive awards to qualify as performance-based compensation for purposes
      of
      the tax deduction limitations under Section 162(m) of the Code.

    


    1.02. Adoption
      and Term.
      The
      Plan has been approved by the Board to be effective as of October 29, 2008.
      The
      Plan shall remain in effect until terminated by action of the Board;
provided,
      however,
      that no
      Awards may be granted hereunder after the tenth anniversary of its initial
      effective date. 

    


    ARTICLE
      II

    


    DEFINITIONS

    


    For
      the
      purpose of this Plan, capitalized terms shall have the following
      meanings:

    


    2.01. Award
      means
      any one or a combination of Non-Qualified Stock Options or Incentive Stock
      Options described in Article VI, Stock Appreciation Rights described in Article
      VI, Restricted Shares described in Article VII, Performance Awards described
      in
      Article VIII, Stock Units and other stock-based Awards described in Article
      IX,
      short-term cash incentive Awards described in Article X or any other Award
      made
      under the terms of the Plan.

      

    2.02. Award
      Agreement
      means a
      written agreement between the Company and a Participant or a written
      acknowledgment from the Company to a Participant specifically setting forth
      the
      terms and conditions of an Award granted under the Plan.

    


    2.03. Award
      Period
      means,
      with respect to an Award, the period of time, if any, set forth in the Award
      Agreement during which specified target performance goals must be achieved
      or
      other conditions set forth in the Award Agreement must be
      satisfied.

     

    2.04. Beneficiary
      means an
      individual, trust or estate who or which, by a written designation of the
      Participant filed with the Company, or if no such written designation is filed,
      by operation of law, succeeds to the rights and obligations of the Participant
      under the Plan and the Award Agreement upon the Participant's death.


    


    2.05. Board
      means
      the Board of Directors of the Company.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    2.06. Change
      in Control
      means,
      and shall be deemed to have occurred upon the occurrence of, any one of the
      following events, all of which shall exclude the closing of the Share Exchange
      Transaction and the transactions contemplated thereby:

    


    (a) The
      acquisition in one or more transactions, other than from the Company, by any
      individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2)
      of the Exchange Act), other than the Company, a Subsidiary or any employee
      benefit plan (or related trust) sponsored or maintained by the Company or a
      Subsidiary, of beneficial ownership (within the meaning of Rule 13d-3
      promulgated under the Exchange Act) of a number of Company Voting Securities
      in
      excess of 25% of the Company Voting Securities unless such acquisition has
      been
      approved by the Board;

    


    (b) Any
      election has occurred of persons to the Board that causes two-thirds of the
      Board to consist of persons other than (i) persons who were members of the
      Board
      on the effective date of the Plan and (ii) persons who were nominated for
      elections as members of the Board at a time when two-thirds of the Board
      consisted of persons who were members of the Board on the effective date of
      the
      Plan, provided, however, that any person nominated for election by a Board
      at
      least two-thirds of whom constituted persons described in clauses (i) and/or
      (ii) or by persons who were themselves nominated by such Board shall, for this
      purpose, be deemed to have been nominated by a Board composed of persons
      described in clause (i);

     

    (c) The
      consummation (i.e.
      closing)
      of a reorganization, merger or consolidation involving the Company, unless,
      following such reorganization, merger or consolidation, all or substantially
      all
      of the individuals and entities who were the respective beneficial owners of
      the
      Outstanding Common Stock and Company Voting Securities immediately prior to
      such
      reorganization, merger or consolidation, following such reorganization, merger
      or consolidation beneficially own, directly or indirectly, more than seventy
      five percent (75%) of, respectively, the then outstanding shares of common
      stock
      and the combined voting power of the then outstanding voting securities entitled
      to vote generally in the election of directors or trustees, as the case may
      be,
      of the entity resulting from such reorganization, merger or consolidation in
      substantially the same proportion as their ownership of the Outstanding Common
      Stock and Company Voting Securities immediately prior to such reorganization,
      merger or consolidation, as the case may be; 

    


    (d) The
      consummation (i.e.
      closing)
      of a sale or other disposition of all or substantially all the assets of the
      Company, unless, following such sale or disposition, all or substantially all
      of
      the individuals and entities who were the respective beneficial owners of the
      Outstanding Common Stock and Company Voting Securities immediately prior to
      such
      reorganization, merger or consolidation, following such reorganization, merger
      or consolidation beneficially own, directly or indirectly, more than seventy
      five percent (75%) of, respectively, the then outstanding shares of common
      stock
      and the combined voting power of the then outstanding voting securities entitled
      to vote generally in the election of directors or trustees, as the case may
      be,
      of the entity purchasing such assets in substantially the same proportion as
      their ownership of the Outstanding Common Stock and Company Voting Securities
      immediately prior to such sale or disposition, as the case may be; or


    


    (e) a
      complete liquidation or dissolution of the Company. 

    


    2.07. Code
      means
      the Internal Revenue Code of 1986, as amended. References to a section of the
      Code shall include that section and any comparable section or sections of any
      future legislation that amends, supplements or supersedes said
      section.

    


    2.08. Committee
      means
      the Committee defined in Section 3.01.

    


    2.09. Company
      means
      Skins Inc., a Nevada corporation, and its successors and assigns. 

    


    2.10. Common
      Stock
      means
      Common Stock of the Company, par value $.001 per share.

    


    2.11. Company
      Voting Securities
      means
      the combined voting power of all outstanding voting securities of the Company
      entitled to vote generally in the election of directors to the
      Board.

     

    
      
         

      

      
        2

        
          

        

      

      
         

      

    

    


    2.12. Date
      of Grant
      means
      the date designated by the Committee as the date as of which it grants an Award,
      which shall not be earlier than the date on which the Committee approves the
      granting of such Award.  

     

    2.13. Dividend
      Equivalent Account
      means a
      bookkeeping account related to an Award that is credited with the amount of
      any
      cash dividends or stock distributions that would be payable with respect to
      the
      shares of Common Stock subject to such Awards had such shares been outstanding
      shares of Common Stock.

    


    2.14 Exchange
      Act
      means
      the Securities Exchange Act of 1934, as amended.

    


    2.15. Exercise
      Price
      means,
      with respect to a Stock Appreciation Right, the amount established by the
      Committee in the Award Agreement which is to be subtracted from the Fair Market
      Value on the date of exercise in order to determine the amount of the payment
      to
      be made to the Participant, as further described in Section
      6.02(b).

    


    2.16. Fair
      Market Value
      means,
      on any date, (i) the closing sale price of a share of Common Stock, as reported
      on the Composite Tape for New York Stock Exchange Listed Companies (or other
      established stock exchange on which the Common Stock is regularly traded) on
      such date or, if there were no sales on such date, on the last date preceding
      such date on which a sale was reported; (ii) if the Common Stock is not listed
      for trading on an established stock exchange, the closing sale price of a share
      of Common Stock on The Nasdaq Stock Market's National Market (“NNM”) or SmallCap
      Market (“NSM”), or if there were no sales on such date, on the last date
      preceding such date on which a sale was reported; (iii) if shares of Common
      Stock are not listed for trading on an established stock exchange or quoted
      on
      NNM or NSM, but a regular, active public market for the Common Stock exists
      (as
      determined in the sole discretion of the Committee, whose discretion shall
      be
      conclusive and binding), the average of the closing bid and ask quotations
      per
      share of Common Stock in the over-the-counter (“OTC”) market for such shares on
      such date or, if no quotations are available on such date, on the last date
      preceding such date on which a quotation was reported; or (iv) if shares of
      Common Stock are not listed for trading on an established stock exchange or
      quoted on NNM or NSM or OTC, Fair Market Value shall be determined by the
      Committee in good faith. Such definition of Fair Market Value shall be specified
      in the Award Agreement and may differ depending on whether Fair Market Value
      is
      in reference to the grant, exercise, vesting, or settlement or payout of an
      Award. 

    


    2.17. Incentive
      Stock Option
      means a
      stock option within the meaning of Section 422 of the Code.

    


    2.18. Merger
      means
      any merger, reorganization, consolidation, exchange, transfer of assets or
      other
      transaction having similar effect involving the Company.

    


    2.19. Non-Qualified
      Stock Option
      means a
      stock option which is not an Incentive Stock Option.

    


    2.20. Options
      means
      all Non-Qualified Stock Options and Incentive Stock Options granted at any
      time
      under the Plan.

     

    2.21. Outstanding
      Common Stock
      means,
      at any time, the issued and outstanding shares of Common Stock. 

    


    2.22. Participant
      means a
      person designated to receive an Award under the Plan in accordance with Section
      5.01.

    


    2.23. Performance
      Awards
      means
      Awards granted in accordance with Article VIII.

    


    2.24. Performance
      Goals
      means
      any of the following (in absolute terms or relative to one or more other
      companies or indices): operating income, operating profit (earnings from
      continuing operations before interest and taxes), earnings per share, return
      on
      investment or working capital, return on stockholders' equity, economic value
      added (the amount, if any, by which net operating profit after tax exceeds
      a
      reference cost of capital), reductions in inventory, inventory turns and on-time
      delivery performance, any one of which may be measured with respect to the
      Company or any one or more of its Subsidiaries and divisions and either in
      absolute terms or as compared to another company or companies, and quantifiable,
      objective measures of individual performance relevant to the particular
      individual's job responsibilities.

     

    
      
         

      

      
        3

        
          

        

      

      
         

      

    

    


    2.25. Plan
      shall
      have the meaning given to such term in Section 1.01.

    


    2.26. Purchase
      Price,
      with
      respect to Options, shall have the meaning set forth in Section
      6.01(b).

    


    2.27. Restoration
      Option
      means a
      Non-Qualified Stock Option granted pursuant to Section 6.01(f).

    


    2.28. Restricted
      Shares
      means
      Common Stock subject to restrictions imposed in connection with Awards granted
      under Article VII.

    


    2.29. Retirement
      means
      early or normal retirement under a pension plan or arrangement of the Company
      or
      one of its Subsidiaries in which the Participant participates or, in the case
      of
      a Participant who is a non-employee member of the Board, retirement under the
      Board’s retirement policy, if any.

    


    2.30. Rule
      16b-3
      means
      Rule 16b-3 promulgated by the Securities and Exchange Commission under Section
      16 of the Exchange Act, as the same may be amended from time to time, and any
      successor rule. 

    


    2.31. Stock
      Appreciation Rights
      means
      awards granted in accordance with Article VI. 

    


    2.32 Subsidiary
      means a
      subsidiary of the Company within the meaning of Section 424(f) of the
      Code.

     

    2.33. Termination
      of Service
      means
      the voluntary or involuntary termination of a Participant's service as an
      employee, director or consultant with the Company or a Subsidiary for any
      reason, including death, disability, retirement or as the result of the
      divestiture of the Participant's employer or any similar transaction in which
      the Participant's employer ceases to be the Company or one of its Subsidiaries.
      Whether entering military or other government service shall constitute
      Termination of Service, or whether and when a Termination of Service shall
      occur
      as a result of disability, shall be determined in each case by the Committee
      in
      its sole discretion.

    


    ARTICLE
      III

    


    ADMINISTRATION

    3.01. Committee.
       

    


    (a) Duties
      and Authority.
      The
      Plan shall be administered by the Compensation committee of the Board
      (“Committee”) comprised of at least two persons. The Committee shall have
      exclusive and final authority in each determination, interpretation or other
      action affecting the Plan and its Participants. The Committee shall have the
      sole discretionary authority to interpret the Plan, to establish and modify
      administrative rules for the Plan, to impose such conditions and restrictions
      on
      Awards as it determines appropriate, and to take such steps in connection with
      the Plan and Awards granted hereunder as it may deem necessary or advisable.
      The
      Committee shall not, however, have or exercise any discretion that would
      disqualify amounts payable under Article X as performance-based compensation
      for
      purposes of Section 162(m) of the Code. The Committee may delegate such of
      its
      powers and authority under the Plan as it deems appropriate to a subcommittee
      of
      the Committee and/or designated officers or employees of the Company. In
      addition, the full Board may exercise any of the powers and authority of the
      Committee under the Plan. In the event of such delegation of authority or
      exercise of authority by the Board, references in the Plan to the Committee
      shall be deemed to refer, as appropriate, to the delegate of the Committee
      or
      the Board. Actions taken by the Committee or any subcommittee thereof, and
      any
      delegation by the Committee to designated officers or employees, under this
      Section 3.01 shall comply with Section 16(b) of the Exchange Act, the
      performance-based provisions of Section 162(m) of the Code, and the regulations
      promulgated under each of such statutory provisions, or the respective
      successors to such statutory provisions or regulations, as in effect from time
      to time, to the extent applicable.

     

    
      
         

      

      
        4

        
          

        

      

      
         

      

    

    


    (b) Indemnification.
      Each
      person who is or shall have been a member of the Board or the Committee, or
      an
      officer of the Company to whom authority was delegated in accordance with the
      Plan shall be indemnified and held harmless by the Company against and from
      any
      loss, cost, liability, or expense that may be imposed upon or reasonably
      incurred by him or her in connection with or resulting from any claim, action,
      suit, or proceeding to which he or she may be a party or in which he or she
      may
      be involved by reason of any action taken or failure to act under the Plan
      and
      against and from any and all amounts paid by him or her in settlement thereof,
      with the Company’s approval, or paid by him or her in satisfaction of any
      judgment in any such action, suit, or proceeding against him or her, provided
      he
      or she shall give the Company an opportunity, at its own expense, to handle
      and
      defend the same before he or she undertakes to handle and defend it on his
      or
      her own behalf; provided, however, that the foregoing indemnification shall
      not
      apply to any loss, cost, liability, or expense that is a result of his or her
      own willful misconduct. The foregoing right of indemnification shall not be
      exclusive of any other rights of indemnification to which such persons may
      be
      entitled under the Company’s Certificate of Incorporation or Bylaws, conferred
      in a separate agreement with the Company, as a matter of law, or otherwise,
      or
      any power that the Company may have to indemnify them or hold them
      harmless.

     

    ARTICLE
      IV

    


    SHARES

    


    4.01. Number
      of Shares Issuable.
      The
      total number of shares initially authorized to be issued under the Plan shall
      be
      Thirteen Million (13,000,000) shares of
      Common
      Stock. The foregoing share limits shall be subject to adjustment in accordance
      with Section 10.07. The shares to be offered under the Plan shall be authorized
      and unissued Common Stock, or issued Common Stock that shall have been
      reacquired by the Company. 

    


    4.02. Shares
      Subject to Terminated Awards.
      Common
      Stock covered by any unexercised portions of terminated or forfeited Options
      (including canceled Options) granted under Article VI, Common Stock forfeited
      as
      provided in Section 7.02(a), Stock Units and other stock-based Awards terminated
      or forfeited as provided in Article IX, and Common Stock subject to any Awards
      that are otherwise surrendered by the Participant may again be subject to new
      Awards under the Plan. Shares of Common Stock surrendered to or withheld by
      the
      Company in payment or satisfaction of the Purchase Price of an Option or tax
      withholding obligation with respect to an Award shall be available for the
      grant
      of new Awards under the Plan. In the event of the exercise of Stock Appreciation
      Rights, whether or not granted in tandem with Options, only the number of shares
      of Common Stock actually issued in payment of such Stock Appreciation Rights
      shall be charged against the number of shares of Common Stock available for
      the
      grant of Awards hereunder, and any Common Stock subject to tandem Options,
      or
      portions thereof, which have been surrendered in connection with any such
      exercise of Stock Appreciation Rights shall not be charged against the number
      of
      shares of Common Stock available for the grant of Awards hereunder.
      .

    


    ARTICLE
      V

    


    PARTICIPATION

    


    5.01. Eligible
      Participants.
      Participants in the Plan shall be such employees, directors and consultants
      of
      the Company and its Subsidiaries as the Committee, in its sole discretion,
      may
      designate from time to time. The Committee's designation of a Participant in
      any
      year shall not require the Committee to designate such person to receive Awards
      or grants in any other year. The designation of a Participant to receive Awards
      or grants under one portion of the Plan does not require the Committee to
      include such Participant under other portions of the Plan. The Committee shall
      consider such factors as it deems pertinent in selecting Participants and in
      determining the type and amount of their respective Awards. 

     

    ARTICLE
      VI

    


    STOCK
      OPTIONS AND STOCK APPRECIATION RIGHTS

    


    6.01. Option
      Awards.

    


    (a) Grant
      of Options.
      The
      Committee may grant, to such Participants as the Committee may select, Options
      entitling the Participant to purchase shares of Common Stock from the Company
      in
      such number, at such price, and on such terms and subject to such conditions,
      not inconsistent with the terms of this Plan, as may be established by the
      Committee. The terms of any Option granted under this Plan shall be set forth
      in
      an Award Agreement. 

     

    
      
         

      

      
        5

        
          

        

      

      
         

      

    

    


    (b) Purchase
      Price of Options.
      The
      Purchase Price of each share of Common Stock which may be purchased upon
      exercise of any Option granted under the Plan shall be determined by the
      Committee; provided, however, that in no event shall the Purchase Price be
      less
      than the Fair Market Value on the Date of Grant. 

    


    (c) Designation
      of Options.
      The
      Committee shall designate, at the time of the grant of each Option, the Option
      as an Incentive Stock Option or a Non-Qualified Stock Option. 

    


    (d) Incentive
      Stock Option Share Limitation.
      No
      Participant may be granted Incentive Stock Options under the Plan (or any other
      plans of the Company and its Subsidiaries) that would result in shares with
      an
      aggregate Fair Market Value (measured on the Date of Grant) of more than
      $100,000 first becoming exercisable in any one calendar year.

    


    (e) Rights
      As a Stockholder.
      A
      Participant shall have no rights as a stockholder with respect to Common Stock
      covered by an Option until the Participant shall have become the holder of
      record of any such shares, and no adjustment shall be made for dividends in
      cash
      or other property or distributions or other rights with respect to any such
      Common Stock for which the record date is prior to the date on which the
      Participant or a transferee of the Option shall have become the holder of record
      of any such shares covered by the Option; provided, however, that Participants
      are entitled to share adjustments to reflect capital changes under Section
      10.07.

    


    (f) Restoration
      Options Upon the Exercise of a Non-Qualified Stock Option.
      In the
      event that any Participant delivers to the Company, or has withheld from the
      shares otherwise issuable upon the exercise of a Non-Qualified Stock Option,
      shares of Common Stock in payment of the Purchase Price of any Non-Qualified
      Stock Option granted hereunder in accordance with Section 6.04, the Committee
      shall have the authority to grant or provide for the automatic grant of a
      Restoration Option to such Participant. The grant of a Restoration Option shall
      be subject to the satisfaction of such conditions or criteria as the Committee
      in its sole discretion shall establish from time to time. A Restoration Option
      shall entitle the holder thereof to purchase a number of shares of Common Stock
      equal to the number of such shares so delivered or withheld upon exercise of
      the
      original Option and, in the discretion of the Committee, the number of shares,
      if any, delivered or withheld to the Corporation to satisfy any withholding
      tax
      liability arising in connection with the exercise of the original Option. A
      Restoration Option shall have a per share Purchase Price of not less than 100%
      of the per share Fair Market Value of the Common Stock on the date of grant
      of
      such Restoration Option, a term not longer than the remaining term of the
      original Option at the time of exercise thereof, and such other terms and
      conditions as the Committee in its sole discretion shall determine.


     

    (g) Dividend
      Equivalents.
      For any
      Option (with or without alternative Stock Appreciation Rights) granted under
      the
      Plan, the Committee shall have the discretion, upon the grant of the Option
      or
      thereafter, to establish a Dividend Equivalent Account with respect to the
      Option, and the applicable Award Agreement or an amendment thereto shall confirm
      such establishment. If a Dividend Equivalent Account is established, the
      following terms apply. 

     

    (i) Subject
      to such conditions, limitations and restrictions as shall be established by
      the
      Committee, from the Date of Grant of the Option or, if later, the date of
      establishment of the Dividend Equivalent Account, to the earlier of (i) the
      date
      of payment of such Dividend Equivalent Account or (ii) the date of cancellation,
      termination or expiration of the Option, the Dividend Equivalent Account shall
      be credited as of the record date of each cash dividend on the Common Stock
      with
      an amount equal to the cash dividends which would be paid with respect to the
      Common Stock then covered by the Option if the Option had been exercised and
      such Common Stock had been held of record on such record date. The Participant
      or other holder of such Option shall be entitled to receive from the Company
      in
      cash the balance credited to the Dividend Equivalent Account at such time,
      or
      from time to time, as shall be determined by the Committee and set forth in
      the
      applicable Award Agreement or an amendment thereto; provided, however, that
      if
      the applicable Award Agreement shall so provide, the Committee may determine
      that the balance credited to a Participant’s Dividend Equivalent Account be paid
      in the form of shares of Common Stock having a fair market value equal to such
      balance, or a combination of cash and shares.

     

    (ii) To
      the
      extent that an Option and any alternative Stock Appreciation Rights granted
      in
      conjunction with the Option are canceled, terminate or expire without the
      exercise of the Option or the alternative Stock Appreciation Rights, if any,
      granted in conjunction with the Option, the Dividend Equivalent Account with
      respect to the Option shall be eliminated, and no payment with respect to the
      Dividend Equivalent Account shall be made by the Company. Dividend Equivalent
      Accounts shall be established and maintained only on the books and records
      of
      the Company and no assets or funds of the Company shall be set aside, placed
      in
      trust, removed from the claims of the Company's general creditors, or otherwise
      made available until such amounts are actually payable as provided hereunder.
      

     

    
      
         

      

      
        6

        
          

        

      

      
         

      

    

    


    6.02. Stock
      Appreciation Rights.

    


    (a) Stock
      Appreciation Right Awards.
      The
      Committee is authorized to grant to any Participant one or more Stock
      Appreciation Rights. Such Stock Appreciation Rights may be granted either
      independent of or in tandem with Options granted to the same Participant. Stock
      Appreciation Rights granted in tandem with Options may be granted simultaneously
      with, or, in the case of Non-Qualified Stock Options, subsequent to, the grant
      to such Participant of the related Option; provided however, that: (i) any
      Option covering any share of Common Stock shall expire and not be exercisable
      upon the exercise of any Stock Appreciation Right with respect to the same
      share, (ii) any Stock Appreciation Right covering any share of Common Stock
      shall expire and not be exercisable upon the exercise of any related Option
      with
      respect to the same share, and (iii) an Option and Stock Appreciation Right
      covering the same share of Common Stock may not be exercised simultaneously.
      Upon exercise of a Stock Appreciation Right with respect to a share of Common
      Stock, the Participant shall be entitled to receive an amount equal to the
      excess, if any, of (A) the Fair Market Value of a share of Common Stock on
      the
      date of exercise over (B) the Exercise Price of such Stock Appreciation Right
      established in the Award Agreement, which amount shall be payable as provided
      in
      Section 6.02(c). 

    


    (b) Exercise
      Price.
      The
      Exercise Price established under any Stock Appreciation Right granted under
      this
      Plan shall be determined by the Committee, but in the case of Stock Appreciation
      Rights granted in tandem with Options shall not be less than the Purchase Price
      of the related Option. Upon exercise of Stock Appreciation Rights granted in
      tandem with options, the number of shares subject to exercise under any related
      Option shall automatically be reduced by the number of shares of Common Stock
      represented by the Option or portion thereof which are surrendered as a result
      of the exercise of such Stock Appreciation Rights.

    


    (c) Payment
      of Incremental Value.
      Any
      payment which may become due from the Company by reason of a Participant's
      exercise of a Stock Appreciation Right may be paid to the Participant as
      determined by the Committee (i) all in cash, (ii) all in Common Stock, or (iii)
      in any combination of cash and Common Stock. In the event that all or a portion
      of the payment is made in Common Stock, the number of shares of Common Stock
      delivered in satisfaction of such payment shall be determined by dividing the
      amount of such payment or portion thereof by the Fair Market Value on the
      Exercise Date. No fractional share of Common Stock shall be issued to make
      any
      payment in respect of Stock Appreciation Rights; if any fractional share would
      be issuable, the combination of cash and Common Stock payable to the Participant
      shall be adjusted as directed by the Committee to avoid the issuance of any
      fractional share.

    


    6.03. Terms
      of Stock Options and Stock Appreciation Rights.

    


    (a) Conditions
      on Exercise.
      An
      Award Agreement with respect to Options and/or Stock Appreciation Rights may
      contain such waiting periods, exercise dates and restrictions on exercise
      (including, but not limited to, periodic installments) as may be determined
      by
      the Committee at the time of grant. 

    


    (b) Duration
      of Options and Stock Appreciation Rights.
      Options
      and Stock Appreciation Rights shall terminate upon the first to occur of the
      following events:

    


    (i) Expiration
      of the Option or Stock Appreciation Right as provided in the Award Agreement;
      or

    


    (ii) Termination
      of the Award in the event of a Participant's disability, Retirement, death
      or
      other Termination of Service as provided in the Award Agreement; or


    


    (iii) In
      the
      case of an Incentive Stock Option, ten years from the Date of Grant;
      or

     

    
      
         

      

      
        7

        
          

        

      

      
         

      

    

    


    (iv) Solely
      in
      the case of a Stock Appreciation Right granted in tandem with an Option, upon
      the expiration of the related Option. 

    


    (c) Acceleration
      or Extension of Exercise Time.
      The
      Committee, in its sole discretion, shall have the right (but shall not be
      obligated), exercisable on or at any time after the Date of Grant, to permit
      the
      exercise of an Option or Stock Appreciation Right (i) prior to the time such
      Option or Stock Appreciation Right would become exercisable under the terms
      of
      the Award Agreement, (ii) after the termination of the Option or Stock
      Appreciation Right under the terms of the Award Agreement, or (iii) after the
      expiration of the Option or Stock Appreciation Right.

    


    6.04. Exercise
      Procedures.
      Each
      Option and Stock Appreciation Right granted under the Plan shall be exercised
      prior to the close of business on the expiration date of the Option or Stock
      Appreciation Right by written notice to the Company or
      by
      such other method as provided in the Award Agreement or as the Committee may
      establish or approve from time to time. The Purchase Price of shares purchased
      upon exercise of an Option granted under the Plan shall be paid in full in
      cash
      by the Participant pursuant to the Award Agreement; provided, however, that
      the
      Committee may (but shall not be required to) permit payment to be made by
      delivery to the Company of either (a) Common Stock (which may include Restricted
      Shares or shares otherwise issuable in connection with the exercise of the
      Option, subject to such rules as the Committee deems appropriate) or (b) any
      combination of cash and Common Stock, or (c) such other consideration as the
      Committee deems appropriate and in compliance with applicable law (including
      payment in accordance with a cashless exercise program under which, if so
      instructed by the Participant, Common Stock may be issued directly to the
      Participant's broker or dealer upon receipt of an irrevocable written notice
      of
      exercise from the Participant). In the event that any Common Stock shall be
      transferred to the Company to satisfy all or any part of the Purchase Price,
      the
      part of the Purchase Price deemed to have been satisfied by such transfer of
      Common Stock shall be equal to the product derived by multiplying the Fair
      Market Value as of the date of exercise times the number of shares of Common
      Stock transferred to the Company. The Participant may not transfer to the
      Company in satisfaction of the Purchase Price any fractional share of Common
      Stock. Any part of the Purchase Price paid in cash upon the exercise of any
      Option shall be added to the general funds of the Company and may be used for
      any proper corporate purpose. Unless the Committee shall otherwise determine,
      any Common Stock transferred to the Company as payment of all or part of the
      Purchase Price upon the exercise of any Option shall be held as treasury shares.
      

     

    6.05. Change
      in Control.
      Unless
      otherwise provided by the Committee in the applicable Award Agreement, in the
      event of a Change in Control, all Options outstanding on the date of such Change
      in Control, and all Stock Appreciation Rights shall become immediately and
      fully
      exercisable. The provisions of this Section 6.05 shall not be applicable to
      any
      Options or Stock Appreciation Rights granted to a Participant if any Change
      in
      Control results from such Participant's beneficial ownership (within the meaning
      of Rule 13d-3 under the Exchange Act) of Common Stock or Company Voting
      Securities.

    


    ARTICLE
      VII

    


    RESTRICTED
      SHARES

    


    7.01. Restricted
      Share Awards.
      The
      Committee may grant to any Participant an Award of Common Stock in such number
      of shares, and on such terms, conditions and restrictions, whether based on
      performance standards, periods of service, retention by the Participant of
      ownership of purchased or designated shares of Common Stock or other criteria,
      as the Committee shall establish. With respect to performance-based Awards
      of
      Restricted Shares to “covered employees” (as defined in Section 162(m) of the
      Code), performance targets will be limited to specified levels of one or more
      of
      the Performance Goals. The terms of any Restricted Share Award granted under
      this Plan shall be set forth in an Award Agreement which shall contain
      provisions determined by the Committee and not inconsistent with this
      Plan.

    


    (a) Issuance
      of Restricted Shares.
      As soon
      as practicable after the Date of Grant of a Restricted Share Award by the
      Committee, the Company shall cause to be transferred on the books of the
      Company, or its agent, Common Stock, registered on behalf of the Participant,
      evidencing the Restricted Shares covered by the Award, but subject to forfeiture
      to the Company as of the Date of Grant if an Award Agreement with respect to
      the
      Restricted Shares covered by the Award is not duly executed by the Participant
      and timely returned to the Company. All Common Stock covered by Awards under
      this Article VII shall be subject to the restrictions, terms and conditions
      contained in the Plan and the Award Agreement entered into by the Participant.
      Until the lapse or release of all restrictions applicable to an Award of
      Restricted Shares, the share certificates representing such Restricted Shares
      may be held in custody by the Company, its designee, or, if the certificates
      bear a restrictive legend, by the Participant. Upon the lapse or release of
      all
      restrictions with respect to an Award as described in Section 7.01(d), one
      or
      more share certificates, registered in the name of the Participant, for an
      appropriate number of shares as provided in Section 7.01(d), free of any
      restrictions set forth in the Plan and the Award Agreement shall be delivered
      to
      the Participant. 

     

    
      
         

      

      
        8

        
          

        

      

      
         

      

    

     

    (b) Stockholder
      Rights.
      Beginning on the Date of Grant of the Restricted Share Award and subject to
      execution of the Award Agreement as provided in Section 7.01(a), the Participant
      shall become a stockholder of the Company with respect to all shares subject
      to
      the Award Agreement and shall have all of the rights of a stockholder,
      including, but not limited to, the right to vote such shares and the right
      to
      receive dividends; provided, however, that any Common Stock distributed as
      a
      dividend or otherwise with respect to any Restricted Shares as to which the
      restrictions have not yet lapsed, shall be subject to the same restrictions
      as
      such Restricted Shares and held or restricted as provided in Section
      7.01(a).

    


    (c) Restriction
      on Transferability.
      None of
      the Restricted Shares may be assigned or transferred (other than by will or
      the
      laws of descent and distribution, or to an inter vivos trust with respect to
      which the Participant is treated as the owner under Sections 671 through 677
      of
      the Code, except to the extent that Section 16 of the Exchange Act limits a
      Participant's right to make such transfers), pledged or sold prior to lapse
      of
      the restrictions applicable thereto.

    


    (d) Delivery
      of Shares Upon Vesting.
      Upon
      expiration or earlier termination of the forfeiture period without a forfeiture
      and the satisfaction of or release from any other conditions prescribed by
      the
      Committee, or at such earlier time as provided under the provisions of Section
      7.03, the restrictions applicable to the Restricted Shares shall lapse. As
      promptly as administratively feasible thereafter, subject to the requirements
      of
      Section 10.05, the Company shall deliver to the Participant or, in case of
      the
      Participant's death, to the Participant's Beneficiary, one or more share
      certificates for the appropriate number of shares of Common Stock, free of
      all
      such restrictions, except for any restrictions that may be imposed by
      law.

     

    7.02. Terms
      of Restricted Shares.

    


    (a) Forfeiture
      of Restricted Shares.
      Subject
      to Sections 7.02(b) and 7.03, all Restricted Shares shall be forfeited and
      returned to the Company and all rights of the Participant with respect to such
      Restricted Shares shall terminate unless the Participant continues in the
      service of the Company or a Subsidiary as an employee until the expiration
      of
      the forfeiture period for such Restricted Shares and satisfies any and all
      other
      conditions set forth in the Award Agreement. The Committee shall determine
      the
      forfeiture period (which may, but need not, lapse in installments) and any
      other
      terms and conditions applicable with respect to any Restricted Share
      Award.

    


    (b) Waiver
      of Forfeiture Period.
      Notwithstanding anything contained in this Article VII to the contrary, the
      Committee may, in its sole discretion, waive the forfeiture period and any
      other
      conditions set forth in any Award Agreement under appropriate circumstances
      (including the death, disability or Retirement of the Participant or a material
      change in circumstances arising after the date of an Award) and subject to
      such
      terms and conditions (including forfeiture of a proportionate number of the
      Restricted Shares) as the Committee shall deem appropriate.

    


    7.03. Change
      in Control.
      Unless
      otherwise provided by the Committee in the applicable Award Agreement, in the
      event of a Change in Control, all restrictions applicable to the Restricted
      Share Award shall terminate fully and the Participant shall immediately have
      the
      right to the delivery of share certificate or certificates for such shares
      in
      accordance with Section 7.01(d).

    


    ARTICLE
      VIII

    


    PERFORMANCE
      AWARDS

     

    8.01. Performance
      Awards.

     

    
      
         

      

      
        9

        
          

        

      

      
         

      

    

    


    (a) Award
      Periods and Calculations of Potential Incentive Amounts.
      The
      Committee may grant Performance Awards to Participants. A Performance Award
      shall consist of the right to receive a payment (measured by the Fair Market
      Value of a specified number of shares of Common Stock, increases in such Fair
      Market Value during the Award Period and/or a fixed cash amount) contingent
      upon
      the extent to which certain predetermined performance targets have been met
      during an Award Period. The Award Period shall be two or more fiscal or calendar
      years as determined by the Committee. The Committee, in its discretion and
      under
      such terms as it deems appropriate, may permit newly eligible Participants,
      such
      as those who are promoted or newly hired, to receive Performance Awards after
      an
      Award Period has commenced. 

    


    (b) Performance
      Targets.
      The
      performance targets may include such goals related to the performance of the
      Company or, where relevant, any one or more of its Subsidiaries or divisions
      and/or the performance of a Participant as may be established by the Committee
      in its discretion. In the case of Performance Awards to “covered employees” (as
      defined in Section 162(m) of the Code), the targets will be limited to specified
      levels of one or more of the Performance Goals. The performance targets
      established by the Committee may vary for different Award Periods and need
      not
      be the same for each Participant receiving a Performance Award in an Award
      Period. Except to the extent inconsistent with the performance-based
      compensation exception under Section 162(m) of the Code, in the case of
      Performance Awards granted to employees to whom such section is applicable,
      the
      Committee, in its discretion, but only under extraordinary circumstances as
      determined by the Committee, may change any prior determination of performance
      targets for any Award Period at any time prior to the final determination of
      the
      Award when events or transactions occur to cause the performance targets to
      be
      an inappropriate measure of achievement. 

    


    (c) Earning
      Performance Awards.
      The
      Committee, at or as soon as practicable after the Date of Grant, shall prescribe
      a formula to determine the percentage of the Performance Award to be earned
      based upon the degree of attainment of the applicable performance
      targets.

    


    (d) Payment
      of Earned Performance Awards.
      Subject
      to the requirements of Section 10.05, payments of earned Performance Awards
      shall be made in cash or Common Stock, or a combination of cash and Common
      Stock, in the discretion of the Committee. The Committee, in its sole
      discretion, may define, and set forth in the applicable Award Agreement, such
      terms and conditions with respect to the payment of earned Performance Awards
      as
      it may deem desirable.

    


    8.02. Termination
      of Service.
      In the
      event of a Participant’s Termination of Service during an Award Period, the
      Participant’s Performance Awards shall be forfeited except as may otherwise be
      provided in the applicable Award Agreement.

    


    8.03. Change
      in Control.
      Unless
      otherwise provided by the Committee in the applicable Award Agreement, in the
      event of a Change in Control, all Performance Awards for all Award Periods
      shall
      immediately become fully vested and payable to all Participants and shall be
      paid to Participants in accordance with Section 8.02(d), within 30 days after
      such Change in Control.

    


    ARTICLE
      IX

    


    OTHER
      STOCK-BASED AWARDS

    


    9.01. Grant
      of Other Stock-Based Awards.
      Other
      stock-based awards, consisting of stock purchase rights (with or without loans
      to Participants by the Company containing such terms as the Committee shall
      determine), Awards of Common Stock, or Awards valued in whole or in part by
      reference to, or otherwise based on, Common Stock, may be granted either alone
      or in addition to or in conjunction with other Awards under the Plan. Subject
      to
      the provisions of the Plan, the Committee shall have sole and complete authority
      to determine the persons to whom and the time or times at which such Awards
      shall be made, the number of shares of Common Stock to be granted pursuant
      to
      such Awards, and all other conditions of the Awards. Any such Award shall be
      confirmed by an Award Agreement executed by the Committee and the Participant,
      which Award Agreement shall contain such provisions as the Committee determines
      to be necessary or appropriate to carry out the intent of this Plan with respect
      to such Award. 

     

    
      
         

      

      
        10

        
          

        

      

      
         

      

    

    


     

    9.02. Terms
      of Other Stock-Based Awards.
      In
      addition to the terms and conditions specified in the Award Agreement, Awards
      made pursuant to this Article IX shall be subject to the following:

    


    (a) Any
      Common Stock subject to Awards made under this Article IX may not be sold,
      assigned, transferred, pledged or otherwise encumbered prior to the date on
      which the shares are issued, or, if later, the date on which any applicable
      restriction, performance or deferral period lapses; and 

    


    (b) If
      specified by the Committee in the Award Agreement, the recipient of an Award
      under this Article IX shall be entitled to receive, currently or on a deferred
      basis, interest or dividends or dividend equivalents with respect to the Common
      Stock or other securities covered by the Award; and

    


    (c) The
      Award
      Agreement with respect to any Award shall contain provisions dealing with the
      disposition of such Award in the event of a Termination of Service prior to
      the
      exercise, realization or payment of such Award, whether such termination occurs
      because of Retirement, disability, death or other reason, with such provisions
      to take account of the specific nature and purpose of the Award.

    


    ARTICLE
      X

    


    TERMS
      APPLICABLE GENERALLY TO AWARDS

    GRANTED
      UNDER THE PLAN

    


    10.01. Plan
      Provisions Control Award Terms.
      Except
      as provided in Section 10.16, the terms of the Plan shall govern all Awards
      granted under the Plan, and in no event shall the Committee have the power
      to
      grant any Award under the Plan which is contrary to any of the provisions of
      the
      Plan. In the event any provision of any Award granted under the Plan shall
      conflict with any term in the Plan as constituted on the Date of Grant of such
      Award, the term in the Plan as constituted on the Date of Grant of such Award
      shall control. Except as provided in Section 10.03 and Section 10.07, the terms
      of any Award granted under the Plan may not be changed after the Date of Grant
      of such Award so as to materially decrease the value of the Award without the
      express written approval of the holder.

    


    10.02. Award
      Agreement.
      No
      person shall have any rights under any Award granted under the Plan unless
      and
      until the Company and the Participant to whom such Award shall have been granted
      shall have executed and delivered an Award Agreement or received any other
      Award
      acknowledgment authorized by the Committee expressly granting the Award to
      such
      person and containing provisions setting forth the terms of the
      Award.

    


    10.03. Modification
      of Award After Grant.
      No
      Award granted under the Plan to a Participant may be modified (unless such
      modification does not materially decrease the value of the Award) after the
      Date
      of Grant except by express written agreement between the Company and the
      Participant, provided that any such change (a) shall not be inconsistent with
      the terms of the Plan, and (b) shall be approved by the Committee.

     

    10.04. Limitation
      on Transfer.
      Except
      as provided in Section 7.01(c) in the case of Restricted Shares, a Participant's
      rights and interest under the Plan may not be assigned or transferred other
      than
      by will or the laws of descent and distribution, and during the lifetime of
      a
      Participant, only the Participant personally (or the Participant's personal
      representative) may exercise rights under the Plan. The Participant's
      Beneficiary may exercise the Participant's rights to the extent they are
      exercisable under the Plan following the death of the Participant.

     

    10.05. Taxes.
      The
      Company shall be entitled, if the Committee deems it necessary or desirable,
      to
      withhold (or secure payment from the Participant in lieu of withholding) the
      amount of any withholding or other tax required by law to be withheld or paid
      by
      the Company with respect to any amount payable and/or shares issuable under
      such
      Participant's Award, or with respect to any income recognized upon a
      disqualifying disposition of shares received pursuant to the exercise of an
      Incentive Stock Option, and the Company may defer payment or issuance of the
      cash or shares upon exercise or vesting of an Award unless indemnified to its
      satisfaction against any liability for any such tax. The amount of such
      withholding or tax payment shall be determined by the Committee and shall be
      payable by the Participant at such time as the Committee determines in
      accordance with the following rules:

     

    
      
         

      

      
        11

        
          

        

      

      
         

      

    

    


    (a) The
      Participant shall have the right to elect to meet his or her withholding
      requirement (i) by having withheld from such Award at the appropriate time
      that
      number of shares of Common Stock, rounded up to the next whole share, whose
      Fair
      Market Value is equal to the amount of withholding taxes due, (ii) by direct
      payment to the Company in cash of the amount of any taxes required to be
      withheld with respect to such Award or (iii) by a combination of shares and
      cash.

    


    (b) The
      Committee shall have the discretion as to any Award, to cause the Company to
      pay
      to tax authorities for the benefit of any Participant, or to reimburse such
      Participant for the individual taxes which are due on the grant, exercise or
      vesting of any share Award, or the lapse of any restriction on any share Award
      (whether by reason of a Participant's filing of an election under Section 83(b)
      of the Code or otherwise), including, but not limited to, Federal income tax,
      state income tax, local income tax and excise tax under Section 4999 of the
      Code, as well as for any such taxes as may be imposed upon such tax payment
      or
      reimbursement. 

    


    (c) In
      the
      case of Participants who are subject to Section 16 of the Exchange Act, the
      Committee may impose such limitations and restrictions as it deems necessary
      or
      appropriate with respect to the delivery or withholding of shares of Common
      Stock to meet tax withholding obligations. 

    


    10.06. Surrender
      of Awards.
      Any
      Award granted under the Plan may be surrendered to the Company for cancellation
      on such terms as the Committee and the holder approve. With the consent of
      the
      Participant, the Committee may substitute a new Award under this Plan in
      connection with the surrender by the Participant of an equity compensation
      award
      previously granted under this Plan or any other plan sponsored by the Company;
      provided, however, that no such substitution shall be permitted without the
      approval of the Company’s stockholders if such approval is required by the rules
      of any applicable stock exchange. 

     

    10.07. Adjustments
      to Reflect Capital Changes.

    


    (a) Recapitalization.
      The
      number and kind of shares subject to outstanding Awards, the Purchase Price
      or
      Exercise Price for such shares, the number and kind of shares available for
      Awards subsequently granted under the Plan and the maximum number of shares
      in
      respect of which Awards can be made to any Participant in any calendar year
      shall be appropriately adjusted to reflect any stock dividend, stock split,
      combination or exchange of shares, merger, consolidation or other change in
      capitalization with a similar substantive effect upon the Plan or the Awards
      granted under the Plan. The maximum number of shares in respect of which Awards
      can be made to any Participant in any calendar year shall be proportionately
      adjusted to reflect any other event that results in an increase in the number
      of
      issued and outstanding shares of Common Stock. The Committee shall have the
      power and sole discretion to determine the amount of the adjustment to be made
      in each case.

    


    (b) Merger.
      After
      any Merger in which the Company is the surviving corporation, each Participant
      shall, at no additional cost, be entitled upon any exercise of all Options
      or
      receipt of other Award to receive (subject to any required action by
      stockholders), in lieu of the number of shares of Common Stock receivable or
      exercisable pursuant to such Award, the number and class of shares or other
      securities to which such Participant would have been entitled pursuant to the
      terms of the Merger if, at the time of the Merger, such Participant had been
      the
      holder of record of a number of shares equal to the number of shares receivable
      or exercisable pursuant to such Award. Comparable rights shall accrue to each
      Participant in the event of successive Mergers of the character described above.
      In the event of a Merger in which the Company is not the surviving corporation,
      the surviving, continuing, successor, or purchasing corporation, as the case
      may
      be (the “Acquiring Corporation”), shall either assume the Company's rights and
      obligations under outstanding Award Agreements or substitute awards in respect
      of the Acquiring Corporation's stock for such outstanding Awards. In the event
      the Acquiring Corporation fails to assume or substitute for such outstanding
      Awards, the Board shall provide that any unexercisable and/or unvested portion
      of the outstanding Awards shall be immediately exercisable and vested as of
      a
      date prior to such Merger, as the Board so determines. The exercise and/or
      vesting of any Award that was permissible solely by reason of this Section
      10.07(b) shall be conditioned upon the consummation of the Merger. Any Options
      which are neither assumed by the Acquiring Corporation nor exercised as of
      the
      date of the Merger shall terminate effective as of the effective date of the
      Merger. 

     

    
      
         

      

      
        12

        
          

        

      

      
         

      

    

     

    (c) Options
      to Purchase Shares or Stock of Acquired Companies.
      After
      any Merger in which the Company or a Subsidiary shall be a surviving
      corporation, the Committee may grant substituted options under the provisions
      of
      the Plan, pursuant to Section 424 of the Code, replacing old options granted
      under a plan of another party to the Merger whose shares or stock subject to
      the
      old options may no longer be issued following the Merger. The foregoing
      adjustments and manner of application of the foregoing provisions shall be
      determined by the Committee in its sole discretion. Any such adjustments may
      provide for the elimination of any fractional shares which might otherwise
      become subject to any Options.

    


    10.08. No
      Right to Continued Service.
      No
      person shall have any claim of right to be granted an Award under this Plan.
      Neither the Plan nor any action taken hereunder shall be construed as giving
      any
      Participant any right to be retained in the service of the Company or any of
      its
      Subsidiaries.

    


    10.09. Awards
      Not Includable for Benefit Purposes.
      Payments received by a Participant pursuant to the provisions of the Plan shall
      not be included in the determination of benefits under any pension, group
      insurance or other benefit plan applicable to the Participant which is
      maintained by the Company or any of its Subsidiaries, except as may be provided
      under the terms of such plans or determined by the Board.

    


    10.10. Governing
      Law.
      All
      determinations made and actions taken pursuant to the Plan shall be governed
      by
      the laws of Delaware and construed in accordance therewith. 

    


    10.10. No
      Strict Construction.
      No rule
      of strict construction shall be implied against the Company, the Committee,
      or
      any other person in the interpretation of any of the terms of the Plan, any
      Award granted under the Plan or any rule or procedure established by the
      Committee.

    


    10.12. Compliance
      with Rule 16b-3.
      It is
      intended that, unless the Committee determines otherwise, Awards under the
      Plan
      be eligible for exemption under Rule 16b-3. The Board is authorized to amend
      the
      Plan and to make any such modifications to Award Agreements to comply with
      Rule
      16b-3, as it may be amended from time to time, and to make any other such
      amendments or modifications as it deems necessary or appropriate to better
      accomplish the purposes of the Plan in light of any amendments made to Rule
      16b-3. 

    


    10.13. Captions.
      The
      captions (i.e., all Section headings) used in the Plan are for convenience
      only,
      do not constitute a part of the Plan, and shall not be deemed to limit,
      characterize or affect in any way any provisions of the Plan, and all provisions
      of the Plan shall be construed as if no captions have been used in the
      Plan.

    


    10.14. Severability.
      Whenever possible, each provision in the Plan and every Award at any time
      granted under the Plan shall be interpreted in such manner as to be effective
      and valid under applicable law, but if any provision of the Plan or any Award
      at
      any time granted under the Plan shall be held to be prohibited by or invalid
      under applicable law, then (a) such provision shall be deemed amended to
      accomplish the objectives of the provision as originally written to the fullest
      extent permitted by law and (b) all other provisions of the Plan and every
      other
      Award at any time granted under the Plan shall remain in full force and
      effect.

     

    10.15. Amendment
      and Termination.

    


    (a) Amendment.
      The
      Board shall have complete power and authority to amend the Plan at any time;
      provided, however, that the Board shall not, without the requisite affirmative
      approval of stockholders of the Company, make any amendment which requires
      stockholder approval under the Code or under any other applicable law or rule
      of
      any stock exchange which lists Common Stock or Company Voting Securities. No
      termination or amendment of the Plan may, without the consent of the Participant
      to whom any Award shall theretofore have been granted under the Plan, adversely
      affect the right of such individual under such Award. 

    


    (b) Termination.
      The
      Board shall have the right and the power to terminate the Plan at any time.
      No
      Award shall be granted under the Plan after the termination of the Plan, but
      the
      termination of the Plan shall not have any other effect and any Award
      outstanding at the time of the termination of the Plan may be exercised after
      termination of the Plan at any time prior to the expiration date of such Award
      to the same extent such Award would have been exercisable had the Plan not
      terminated.

     

    
      
         

      

      
        13

        
          

        

      

      
         

      

    

    


    10.16. Foreign
      Qualified Awards.
      Awards
      under the Plan may be granted to such employees of the Company and its
      Subsidiaries who are residing in foreign jurisdictions as the Committee in
      its
      sole discretion may determine from time to time. The Committee may adopt such
      supplements to the Plan as may be necessary or appropriate to comply with the
      applicable laws of such foreign jurisdictions and to afford Participants
      favorable treatment under such laws; provided, however, that no Award shall
      be
      granted under any such supplement with terms or conditions inconsistent with
      the
      provision set forth in the Plan.

    


    10.17 Section
      409A of the Code.
      Notwithstanding anything in this Plan to the contrary, any Award granted under
      the Plan shall contain terms that (i) are designed to avoid application of
      Section 409A of the Code to the Award or (ii) are designed to avoid adverse
      tax
      consequences under Section 409A of the Code should that section apply to the
      Award. If any Plan provision or Award under the Plan would result in the
      imposition of an applicable tax under Section 409A of the Code and related
      regulations and pronouncements, the Company shall take commercially-reasonable
      efforts to reform that Plan provision or Award to avoid imposition of the
      applicable tax and no action taken to comply with Section 409A of the Code
      shall
      be deemed to adversely affect the Participant's rights to an Award or to require
      the Participant's consent.

     

    
      
         

      

      
        14