Exhibit 10.1  GT SOLAR INTERNATIONAL, INC.  2008 EQUITY INCENTIVE PLAN  ARTICLE
I
PURPOSE  Purpose of the Plan.  The Plan shall be known as the GT Solar
International, Inc. 2008 Equity Incentive Plan (the Plan).  The Plan is intended to further the growth in
shareholder value of the Company by providing equity-related incentives and
encouraging Share ownership on the part of the Employees, Members of the Board,
and Independent Contractors of GT Solar International, Inc. (the Company)
and its Subsidiaries.  The Plan is
intended to permit the grant of Awards that constitute Incentive Stock Options,
Non-Qualified Stock Options, Stock Appreciation Rights, Restricted Stock,
Restricted Stock Units and Other Stock Awards.  ARTICLE
II
DEFINITIONS  The following words
and phrases shall have the following meanings unless a different meaning is
plainly required by the context:  1934 Act
means the Securities Exchange Act of 1934, as amended.  Reference to a specific section of the 1934
Act or regulation thereunder shall include such section or regulation, any
valid regulation or interpretation promulgated under such section, and any
comparable provision of any future legislation or regulation amending,
supplementing or superseding such section or regulation.  Affiliate
means any corporation or any other entity (including, but not limited to,
partnerships and joint ventures) directly or indirectly controlled by the
Company.  Award
means, individually or collectively, a grant under the Plan of Non-Qualified
Stock Options, Incentive Stock Options, Stock Appreciation Rights, Restricted
Stock, Restricted Stock Units, or Other Stock Awards.  Award
Agreement means the written agreement setting forth the terms and
conditions applicable to an Award.  Base Price
means the price at which a SAR may be exercised with respect to a Share.  Board
means the Companys Board of Directors, as constituted from time to time.  Code
means the Internal Revenue Code of 1986, as amended.  Reference to a specific section of the Code or
regulation thereunder shall include such section or regulation, any valid
regulation or other guidance promulgated under such section, and any comparable
provision of any future legislation or regulation amending, supplementing or
superseding such section or regulation.  Committee
means the committee of the Board described in ARTICLE III.


Employee
means an employee of the Company, a Related Company, an Affiliate or a
Subsidiary designated by the Committee. 
Notwithstanding anything to the contrary contained herein, the Committee
may grant Awards to an individual who has been extended an offer of employment
by the Company, a Related Company or a Subsidiary; provided that any such Award
shall be subject to forfeiture if such individual does not commence employment
by a date established by the Committee.  Exercise
Price means the price at which a Share subject to an Option may be
purchased upon the exercise of the Option.  Fair
Market Value means, except as otherwise specified in a particular Award
Agreement, (a) while the Shares are readily traded on an established
national or regional securities exchange, the closing transaction price of such
a Share as reported by the principal exchange on which such Shares are traded
on the date as of which such value is being determined or, if there were no
reported transaction for such date, the opening transaction price as reported
by exchange for the first trading date following the date by which such value
is being determined on the next preceding date for which a transaction was
reported, (b) if the Shares are not readily traded on an established
national or regional securities exchange, the average of the bid and ask prices
for such a Share on the date as of which such value is being determined, where
quoted for such Shares, or (c) if Fair Market Value cannot be determined
under clause (a) or clause (b) above, or if the Committee determines
in its sole discretion that the Shares are too thinly traded for Fair Market
Value to be determined pursuant to clause (a) or clause (b), the value as
determined by the Committee, in its sole discretion, on a good faith basis.  Grant Date
means the date that the Award is granted.  Immediate
Family means the Participants children, stepchildren, grandchildren,
parents, stepparents, grandparents, spouse, siblings (including half-brothers
and half-sisters), in-laws (including all such relationships arising because of
legal adoption) and any other person required under applicable law to be
accorded a status identical to any of the foregoing.  Incentive
Stock Option means an Option that is designated as an Incentive Stock
Option and is intended by the Committee to meet the requirements of Section 422
of the Code.  Independent
Contractor means an independent contractor or consultant of the Company, a
Related Company or a Subsidiary designated by the Committee.  Notwithstanding anything to the contrary
contained herein, the Committee may grant Awards to an individual who has been
extended an offer to become an independent contractor or consultant by the
Company, a Related Company or a Subsidiary; provided that any such Award shall
be subject to forfeiture if such individual does not commence employment by a
date established by the Committee.  Member of
the Board means an individual who is a member of the Board or of the board
of directors of a Related Company or a Subsidiary.  Non-Qualified
Stock Option means an Option that is not an Incentive Stock Option.  Option
means an option to purchase Shares granted pursuant to ARTICLE V.  2


Other
Stock Award means an Award granted pursuant to ARTICLE VIII to
receive Shares on the terms specified in any applicable Award Agreement.  Participant
means an Employee, Independent Contractor, or Member of the Board with respect
to whom an Award has been granted and remains outstanding.  Performance
Goals means goals established by the Committee as contingencies for Awards
to vest and/or become exercisable or distributable.  Performance
Period means the designated period during which the Performance Goals must
be satisfied with respect to the Award to which the Performance Goals relate.  Period of
Restriction means the period during which Restricted Stock or an RSU is
subject to forfeiture and/or restrictions on transferability.  Plan
means this GT Solar International, Inc. 2008 Equity Incentive Plan, as set
forth in this instrument and as hereafter amended from time to time.  Related
Company means any person or entity that would be considered a single
employee with the Company under Section 414(b) or (c) of the
Code if the language at least 80 percent as used in connection with the
application of these provisions were placed by at least 50%.  Restricted
Stock means a Stock Award granted pursuant to ARTICLE VI under
which the Shares are subject to forfeiture upon such terms and conditions as
specified in the relevant Award Agreement.  Restricted
Stock Unit or RSU means a Stock Award granted pursuant to ARTICLE
VI subject to a period or periods of time after which the Participant will
receive Shares if the conditions contained in such Stock Award have been met.  Rule 16b-3
means Rule 16b-3 promulgated under the 1934 Act, as amended, and any
future regulation amending, supplementing or superseding such regulation.  Share
means the Companys common stock, par value $0.01 per share, or any security
issued by the Company or any successor in exchange or in substitution therefor.  Stock
Appreciation Right or SAR means an Award granted pursuant to ARTICLE
VII, granted alone or in tandem with a related Option which is designated
by the Committee as an SAR.  Stock
Award means an Award of Restricted Stock or an RSU pursuant to ARTICLE
VI.  Subsidiary(ies)
means any corporation (other than the Company) in an unbroken chain of
corporations, including and beginning with the Company, if each of such
corporations, other than the last corporation in the unbroken chain, owns,
directly or indirectly, more than fifty percent (50%) of the voting stock in
one of the other corporations in such chain.  Ten
Percent Holder means an Employee (together with persons whose stock
ownership is attributed to the Employee pursuant to Section 424(d) of
the Code) who, at the time an Option is  3


granted, owns stock
representing more than ten percent of the voting power of all classes of stock
of the Company.  ARTICLE
III
ADMINISTRATION  3.1  The Committee.  The Plan shall be administered by the compensation
committee of the Board (the Committee).  Reference to the Committee shall refer to the
Board if the Committee ceases to exist and the Board does not appoint a
successor Committee.  3.2  Authority and Action of the Committee.  It shall be the duty of the Committee to
administer the Plan in accordance with the Plans provisions.  The Committee shall have all powers and
discretion necessary or appropriate to administer the Plan and to control its
operation, including, but not limited to, the power to (a) determine which
Employees, Members of the Board and Independent Contractors shall be eligible
to receive Awards and to grant Awards, (b) prescribe the form, amount,
timing and other terms and conditions of each Award, (c) interpret the
Plan and the Award Agreements, (d) adopt such procedures as it deems
necessary or appropriate to permit participation in the Plan by eligible
Employees, Members of the Board and Independent Contractors, (e) adopt
such rules as it deems necessary or appropriate for the administration,
interpretation and application of the Plan, (f) interpret, amend or revoke
any such procedures or rules, (g) correct any technical defect(s) or
technical omission(s), or reconcile any technical inconsistency(ies), in the
Plan and/or any Award Agreement, (h) accelerate the vesting of any award, (i) extend
the period during which an Option may be exercisable, and (j) make all
other decisions and determinations that may be required pursuant to the Plan
and/or any Award Agreement or as the Committee deems necessary or advisable to
administer the Plan.  The Committees
determinations under the Plan need not be uniform and may be made selectively
among Participants, whether or not such Participants are similarly
situated.  Each member of the Committee
is entitled to, in good faith, rely or act upon any report or other information
furnished to that member by any Employee of the Company or any of its
Subsidiaries or Affiliates, the Companys independent certified public
accountants or any executive compensation consultant or other professional
retained by the Company to assist in the administration of the Plan.  The Company
shall effect the granting of Awards under the Plan, in accordance with the
determinations made by the Committee, by execution of written agreements and/or
other instruments in such form as is approved by the Committee.  3.3  Delegation by the Committee.  The Committee in its sole discretion and on
such terms and conditions as it may provide may delegate all or any part of its
authority and powers under the Plan to one or more Members of the Board of the
Company and/or officers of the Company; provided, however, that the Committee
may not delegate its authority or power if prohibited by law, or if such
delegation would cause the Awards or other transactions under the Plan to cease
to be exempt from Section 16(b) of the 1934 Act or not to qualify
for, or cease to qualify for, exemption under Code § 162(m).  4


3.4  Decisions Binding.  All determinations, decisions and
interpretations of the Committee, the Board, and any delegate of the Committee
pursuant to the provisions of the Plan or any Award Agreement shall be final,
conclusive, and binding on all persons, and shall be given the maximum
deference permitted by law.  3.5  Performance Goals.  The Committee shall have the authority to
grant Awards under this Plan that are contingent upon the achievement of
Performance Goals.  Such Performance
Goals are to be specified in the relevant Award Agreement and may be based on
such factors including, but not limited to: (a) revenue, (b) earnings
per Share, (c) net income per Share, (d) Share price, (e) pre-tax
profits, (f) net earnings, (g) net income, (h) operating income,
(i) cash flow, (j) earnings before interest, taxes, depreciation and
amortization, (k) bookings, (l) total stockholder return relative to
assets, (m) total stockholder return relative to peers, (n) financial
returns (including, without limitation, return on assets, return on equity and
return on investment), (o) cost reduction targets, (p) customer
satisfaction, (q) customer growth, (r) employee satisfaction, (s) gross
margin, (t) revenue growth, (u) any combination of the foregoing, or,
(v) such other criteria as the Committee may determine.  Performance Goals may be in respect of the
performance of the Company, any of its Subsidiaries or Affiliates or any
combination thereof on either a consolidated, business unit or divisional
level.  Performance Goals may be absolute
or relative (to prior performance of the Company or to the performance of one
or more other entities or external indices) and may be expressed in terms of a
progression within a specified range. 
The foregoing criteria shall have any reasonable definitions that the Committee
may specify, which may include or exclude any or all of the following items, as
the Committee may specify: extraordinary, unusual or non-recurring items;
effects of accounting changes; effects of currency fluctuations; effects of
financing activities (e.g., effect on earnings per share of issuing convertible
debt securities); expenses for restructuring, productivity initiatives or new
business initiatives; non-operating items; acquisition expenses; and effects of
divestitures.  Any such performance
criterion or combination of such criteria may apply to the participants award
opportunity in its entirety or to any designated portion or portions of the
award opportunity, as the Committee may specify.  ARTICLE
IV
SHARES SUBJECT TO THE PLAN  4.1  Number of Shares.  Subject to adjustment as provided in Section 9.11,
the number of Shares available for grants of Awards under the Plan shall be
15,000,000 Shares (which number takes into account a stock split authorized June 30,
2008, pursuant to which each Share was converted into seventeen (17)
Shares).  Shares awarded under the Plan
may be either: authorized but unissued Shares, authorized and issued Shares
reacquired and held as treasury Shares or a combination thereof.  To the extent permitted by applicable law or
exchange rules, Shares issued in assumption of, or in substitution for, any
outstanding awards of any entity acquired in any form of combination by the
Company or any Subsidiary or Affiliate shall not reduce the Shares available
for grants of Awards under this Section 4.1.  The maximum number of shares with respect to
which Incentive Stock Options may be granted shall be 15,000,000.  4.2  Lapsed Awards.  To the extent that Shares subject to an
outstanding Option (except to the extent Shares are issued or delivered by the
Company in connection with the exercise of a tandem SAR) or other Award are not
issued or delivered by reason of (i) the expiration, cancellation,
forfeiture or other termination of such Award, (ii) the withholding of
such Shares in  5


satisfaction of applicable federal, state or local
taxes or (iii) of the settlement of all or a portion of such Award in
cash, then such Shares shall again be available under this Plan.  ARTICLE
V
STOCK OPTIONS  5.1  Grant of Options.  Subject to the provisions of the Plan,
Options may be granted to Participants at such times, and subject to such terms
and conditions, as determined by the Committee in its sole discretion.  An Award of Options may include Incentive
Stock Options, Non-Qualified Stock Options, or a combination thereof; provided,
however, that an Incentive Stock Option may only be granted to an Employee of
the Company or a Subsidiary and no Incentive Stock Option shall be granted more
than ten years after the earlier of (i) the date this Plan is adopted by
the Board or (ii) the date this Plan is approved by the Companys
shareholders.  5.2  Award Agreement.  Each Option shall be evidenced by an Award
Agreement that shall specify the Exercise Price, the expiration date of the
Option, the number of Shares to which the Option pertains, any conditions to
the exercise of all or a portion of the Option, and such other terms and
conditions as the Committee, in its discretion, shall determine.  The Award Agreement pertaining to an Option
shall designate such Option as an Incentive Stock Option or a Non-Qualified
Stock Option.  Notwithstanding any such
designation, to the extent that the aggregate Fair Market Value (determined as
of the Grant Date) of Shares with respect to which Options designated as
Incentive Stock Options are exercisable for the first time by a Participant
during any calendar year (under this Plan or any other plan of the Company, or
any parent or subsidiary as defined in Section 424 of the Code) exceeds
$100,000, such Options shall constitute Non-Qualified Stock Options.  For purposes of the preceding sentence,
Incentive Stock Options shall be taken into account in the order in which they
are granted.  5.3  Exercise Price.  Subject to the other provisions of this
Section, the Exercise Price with respect to Shares subject to an Option shall
be determined by the Committee in its sole discretion; provided, however, that
the Exercise Price shall be not less than one hundred percent (100%) of the
Fair Market Value of a Share on the Grant Date; and provided further, that the
Exercise Price with respect to an Incentive Stock Option granted to a Ten
Percent Holder shall not be less than one hundred and ten percent (110%) of the
Fair Market Value of a Share on the Grant Date.  5.4  Expiration Dates.  Each Option shall terminate not later than
the expiration date specified in the Award Agreement pertaining to such Option;
provided, however, that the expiration date with respect to an Option shall not
be later than the tenth anniversary of its Grant Date and the expiration date
with respect to an Incentive Stock Option granted to a Ten Percent Holder shall
not be later than the fifth anniversary of its Grant Date.  5.5  Exercisability of Options.  Subject to Section 5.4, Options
granted under the Plan shall be exercisable at such times, and shall be subject
to such restrictions and conditions, as the Committee shall determine in its
sole discretion.  The exercise of an
Option is contingent upon payment by the Optionee of the amount sufficient to
pay all taxes required to be withheld by any governmental agency.  Such payment may be in any form approved by
the Committee.  6


5.6  Method of Exercise.  Options shall be exercised by the Participants
delivery of a written notice of exercise to the General Counselof the Company (or his or her designee),
setting forth the number of Shares with respect to which the Option is to be
exercised, accompanied by full payment of the Exercise Price with respect to
each such Share and an amount sufficient to pay all taxes required to be
withheld by any governmental agency.  The
Exercise Price shall be payable to the Company in full in cash or its
equivalent.  The Committee, in its sole
discretion, also may permit exercise (a) by tendering previously acquired
Shares which have been held by the Optionee for at least six months having an
aggregate Fair Market Value at the time of exercise equal to the aggregate
Exercise Price of the Shares with respect to which the Option is to be
exercised, or (b) by any other means which the Committee, in its sole
discretion, determines to both provide legal consideration for the Shares, and
to be consistent with the purposes of the Plan. 
As soon as practicable after receipt of a written notification of
exercise and full payment for the Shares with respect to which the Option is
exercised, the Company shall deliver to the Participant Share certificates
(which may be in book entry form) for such Shares with respect to which the
Option is exercised.  5.7  Restrictions on Share Transferability.  Incentive Stock Options are not transferable,
except by will or the laws of descent. 
The Committee may impose such additional restrictions on any Shares
acquired pursuant to the exercise of an Option as it may deem advisable,
including, but not limited to, restrictions related to applicable federal
securities laws, the requirements of any national securities exchange or system
upon which Shares are then listed or traded, or any blue sky or state
securities laws.  5.8  Cashing Out of Option.  On receipt of written notice of exercise, the
Committee may elect to cash out all or part of the portion of the Shares for
which an Option is being exercised by paying the optionee an amount, in cash or
Shares, equal to the excess of the Fair Market Value of the Shares over the
option price times the number of Shares for which the Option is being exercised
on the effective date of such cash-out.  ARTICLE
VI
STOCK AWARDS  6.1  Grant of Stock Awards.  Subject to the provisions of the Plan, Stock
Awards may be granted to such Participants at such times, and subject to such
terms and conditions, as determined by the Committee in its sole discretion.  6.2  Stock Award Agreement.  Each Stock Award shall be evidenced by an
Award Agreement that shall specify the number of Shares granted, the price, if
any, to be paid for the Shares and the Period of Restriction applicable to a
Restricted Stock Award or RSU Award and such other terms and conditions as the
Committee, in its sole discretion, shall determine.  6.3  Transferability/Share Certificates.  Shares subject to an Award of Restricted
Stock may not be sold, transferred, pledged, assigned, or otherwise alienated
or hypothecated during a Period of Restriction. 
During the Period of Restriction, a Restricted Stock Award may be
registered in the holders name or a nominees name at the discretion of the
Company and may bear a legend as described in Section 6.4.2.  Unless the Committee determines otherwise,
shares of Restricted Stock shall be held by the Company as escrow agent during
the applicable Period of Restriction, together  7


with stock powers or other instruments of assignment
(including a power of attorney), each endorsed in blank with a guarantee of
signature if deemed necessary or appropriate by the Company, which would permit
transfer to the Company of all or a portion of the Shares subject to the
Restricted Stock Award in the event such Award is forfeited in whole or part.  6.4  Other Restrictions.  The Committee, in its sole discretion, may
impose such other restrictions on Shares subject to an Award of Restricted
Stock as it may deem advisable or appropriate.  6.4.1General Restrictions. 
The Committee may set restrictions based upon applicable federal or
state securities laws, or any other basis determined by the Committee in its
discretion.  6.4.2Legend on Certificates. 
The Committee, in its sole discretion, may legend the certificates
representing Restricted Stock during the Period of Restriction to give
appropriate notice of such restrictions. 
For example, the Committee may determine that some or all certificates
representing Shares of Restricted Stock shall bear the following legend: The
sale or other transfer of the shares of stock represented by this certificate,
whether voluntary, involuntary, or by operation of law, is subject to certain
restrictions on transfer as set forth in the GT Solar International, Inc.
2008 Equity Incentive Plan (the Plan), and in a Restricted Stock Award
Agreement (as defined by the Plan).  A
copy of the Plan and such Restricted Stock Award Agreement may be obtained from
the General Counsel of  GT Solar
International, Inc.  6.5  Removal of Restrictions.  Shares of Restricted Stock covered by a
Restricted Stock Award made under the Plan shall be released from escrow as
soon as practicable after the termination of the Period of Restriction and,
subject to the Companys right to require payment of any taxes, a certificate
or certificates or other document evidencing ownership of the requisite number
of Shares shall be delivered to the Participant.  6.6  Voting Rights.  During the Period of Restriction, Participants
holding Shares of Restricted Stock granted hereunder may exercise full voting
rights with respect to those Shares, unless otherwise provided in the Award
Agreement.  6.7  Dividends and Other Distributions.  During the Period of Restriction, Participants
holding shares of Restricted Stock shall be entitled to receive all dividends
and other distributions paid with respect to such Shares unless otherwise
provided in the Award Agreement.  If any
such dividends or distributions are paid in Shares, the Shares shall be
deposited with the Company and shall be subject to the same restrictions on
transferability and forfeitability as the Shares of Restricted Stock with
respect to which they were paid.  6.8  Performance Goals and Performance Periods.  The Committee may grant Stock Awards that
become earned if the Participant achieves the applicable Performance Goals
during and in respect of the designated Performance Period.  The Performance Goals and the Performance Period
shall be established by the Committee, in its sole discretion.  The Committee shall establish Performance
Goals for each Performance Period prior to, or as soon as practicable after,
the commencement of such Performance Period. 
The Committee shall also establish a schedule or schedules for the Stock
Awards setting forth the portion of the Award which will be earned or  8


forfeited based on the degree of achievement, or lack
thereof, of the Performance Goals at the end of the relevant Performance
Period.  The Performance Goals shall be
defined as to their respective components and meaning by the Committee (in its
sole discretion).  During any Performance
Period, the Committee shall have the authority to adjust the Performance Goals
and/or the Performance Period in such manner as the Committee, in its sole
discretion, deems appropriate at any time and from time to time.  The payout of any such Award may be adjusted
at the discretion of the Committee.  ARTICLE
VII
STOCK APPRECIATION RIGHTS  7.1  Grant of SARs.  Subject to the provisions of the Plan, SARs
may be granted to such Participants at such times, and subject to such terms
and conditions, as shall be determined by the Committee in its sole discretion;
provided, however, that any tandem SAR (i.e., a SAR granted in tandem with an
Option) related to an Incentive Stock Option shall be granted at the same time
that such Incentive Stock Option is granted.  7.2  Base Price and Other Terms.  The Committee, subject to the provisions of
the Plan, shall have complete discretion to determine the terms and conditions
of SARs granted under the Plan.  Without
limiting the foregoing, the Base Price with respect to Shares subject to a
tandem SAR shall be the same as the Exercise Price with respect to the Shares
subject to the related Option.  7.3  SAR Agreement.  Each SAR grant shall be evidenced by an Award
Agreement that shall specify the Base Price (which shall not be less than one
hundred percent (100%) of the Fair Market Value of a Share on the Grant Date),
the term of the SAR, the conditions of exercise, and such other terms and
conditions as the Committee, in its sole discretion, shall determine.  7.4  Expiration Dates.  Each SAR shall terminate no later than the
tenth anniversary of its Grant Date; provided, however, that the expiration
date with respect to a tandem SAR shall not be later than the expiration date
of the related Option.  7.5  Payment of SAR Amount.  Unless otherwise specified in the Award
Agreement pertaining to a SAR, a SAR may be exercised (a) by the
Participants delivery of a written notice of exercise to theGeneral Counsel of the Company (or his or
her designee) setting forth the number of whole SARs which are being exercised,
(b) in the case of a tandem SAR, by surrendering to the Company any
Options which are cancelled by reason of the exercise of such SAR, and (c) by
executing such documents as the Company may reasonably request.  Except as otherwise provided in the relevant
Award Agreement, upon exercise of a SAR, the Participant shall be entitled to
receive payment from the Company in an amount determined by multiplying: (i) the
amount by which the Fair Market Value of a Share on the date of exercise
exceeds the Base Price specified in the Award Agreement pertaining to such SAR;
by (ii) the number of Shares with respect to which the SAR is exercised.  7.6  Payment Upon Exercise of SAR.  Payment to a Participant upon the exercise of
the SAR shall be made, as determined by the Committee in its sole discretion,
either (a) in cash, (b) in  9


Shares with a Fair Market Value equal to the amount of
the payment or (c) in a combination thereof, as set forth in the
applicable Award Agreement.  ARTICLE
VIII
OTHER STOCK AWARDS  Subject to the provisions of
the Plan, the Committee may develop sub-plans or grant other equity-based
awards (Other Stock Awards) on such terms as it may determine,
including, but not limited to, Awards designed to comply with or take advantage
of applicable local laws of jurisdictions outside of the United States.  Without limiting the foregoing, the Committee
may grant dividend equivalent Awards that entitle participants, on terms and
conditions approved by the Committee, to receive an amount equal to the
dividends that would have been paid during a specified period on the amount of
Shares specified in the Award.  ARTICLE
IX
MISCELLANEOUS  9.1  No Effect on Employment or Service.  Nothing in the Plan shall interfere with or
limit in any way the right of the Company to terminate any Participants
employment or service at any time, for any reason and with or without cause.  9.2  Participation.  No person shall have the right to be selected
to receive an Award under this Plan, or, having been so selected, to be
selected to receive a future Award.  9.3  Successors.  All obligations of the Company under the
Plan, with respect to Awards granted hereunder, shall be binding on any
successor to the Company, whether the existence of such successor is the result
of a direct or indirect purchase, merger, consolidation or otherwise, of all or
substantially all of the business or assets of the Company.  9.4  Beneficiary Designations.  Subject to the restrictions in Section 9.5
below, a Participant under the Plan may name a beneficiary or beneficiaries to
whom any vested but unpaid Award shall be paid in the event of the Participants
death.  For purposes of this Section, a
beneficiary may include a designated trust having as its primary beneficiary a
family member of a Participant.  Each
such designation shall revoke all prior designations by the Participant and
shall be effective only if given in a form and manner acceptable to the
Committee.  In the absence of any such
designation, any vested benefits remaining unpaid at the Participants death
shall be paid to the Participants estate and, subject to the terms of the Plan
and of the applicable Award Agreement, any unexercised vested Award may be
exercised by the administrator or executor of the Participants estate.  9.5  Nontransferability of Awards.  No Award granted under the Plan may be sold,
transferred, pledged, assigned, or otherwise alienated or hypothecated, other
than by will, by the laws of descent and distribution; provided, however, that
except as provided by in the relevant Award Agreement, a Participant may
transfer, without consideration, an Award other than an Incentive Stock Option
to one or more members of his or her Immediate Family, to a trust established
for the exclusive benefit of one or more members of his or her Immediate
Family, to a partnership in which all the partners are members of his or her
Immediate Family, or to a limited liability company in which all the members
are members of his or her Immediate Family; provided,  10


further, that any such Immediate Family, and any such
trust, partnership and limited liability company, shall agree to be and shall
be bound by the terms of the Plan, and by the terms and provisions of the
applicable Award Agreement and any other agreements covering the transferred
Awards.  All rights with respect to an
Award granted to a Participant shall be available during his or her lifetime
only to the Participant and may be exercised only by the Participant or the
Participants legal representative.  9.6  No Rights as Stockholder.  Except to the limited extent provided in Sections
6.6 and 6.7, no Participant (nor any beneficiary) shall have any of
the rights or privileges of a stockholder of the Company with respect to any
Shares issuable pursuant to an Award (or exercise thereof), unless and until
certificates representing such Shares shall have been issued, recorded on the
records of the Company or its transfer agents or registrars, and delivered to
the Participant (or beneficiary).  9.7  Withholding Requirements.  Prior to the delivery of any Shares or cash
pursuant to an Award (or exercise thereof), the Company shall have the power
and the right to deduct or withhold, or require a Participant to remit to the
Company, an amount sufficient to satisfy any federal, state, local and foreign
taxes of any kind (including, but not limited to, the Participants FICA and
SDI obligations) which the Committee, in its sole discretion, deems necessary
to be withheld or remitted to comply with the Code and/or any other applicable
law, rule or regulation with respect to such Award (or exercise thereof).  9.8  Withholding Arrangements.  The Committee, in its sole discretion and
pursuant to such procedures as it may specify from time to time, may permit or
require a Participant to satisfy all or part of the tax withholding obligations
in connection with an Award by (a) having the Company withhold otherwise
deliverable Shares, or (b) delivering to the Company already-owned Shares,
in each case having a Fair Market Value equal to the amount sufficient to
satisfy the minimum statutory tax withholding obligations, provided such Shares
have been held by the Participant for at least six months.  9.9  No Corporate Action Restriction.  The existence of the Plan, any Award
Agreement and/or the Awards granted hereunder shall not limit, affect or
restrict in any way the right or power of the Board or the shareholders of the
Company to make or authorize (a) any adjustment, recapitalization,
reorganization or other change in the Companys or any Subsidiarys or
Affiliates capital structure or business, (b) any merger, consolidation
or change in the ownership of the Company or any Subsidiary or Affiliate, (c) any
issue of bonds, debentures, capital, preferred or prior preference stocks ahead
of or affecting the Companys or any Subsidiarys or Affiliates capital stock
or the rights thereof, (d) any dissolution or liquidation of the Company
or any Subsidiary or Affiliate, (e) any sale or transfer of all or any
part of the Companys or any Subsidiarys or Affiliates assets or business, or
(f) any other corporate act or proceeding by the Company or any Subsidiary
or Affiliate.  No Participant,
beneficiary or any other person shall have any claim against any Member of the
Board or the Committee, the Company or any Subsidiary or Affiliate, or any
employees, officers, shareholders or agents of the Company or any Subsidiary or
Affiliate, as a result of any such action.  9.10  Restrictions on Shares.  Each Award made hereunder shall be subject to
the requirement that if at any time the Company determines that the listing,
registration or qualification  11


of the Shares subject to such Award upon any
securities exchange or under any law, or the consent or approval of any
governmental body, or the taking of any other action is necessary or desirable
as a condition of, or in connection with, the exercise or settlement of such
Award or the delivery of Shares thereunder, such Award shall not be exercised
or settled and such Shares shall not be delivered unless such listing,
registration, qualification, consent, approval or other action shall have been
effected or obtained, free of any conditions not acceptable to the Company.  The Company may require that certificates
evidencing Shares delivered pursuant to any Award made hereunder bear a legend
indicating that the sale, transfer or other disposition thereof by the holder
is prohibited except in compliance with the Securities Act of 1933, as amended,
and the rules and regulations thereunder. 
Finally, no Shares shall be issued and delivered under the Plan, unless
the issuance and delivery of those Shares shall comply with all relevant
regulations and any registration, approval or action thereunder.  9.11  Changes in Capital Structure.  In the event that any dividend or
distribution of Shares, recapitalization, stock split, reverse stock split,
reorganization, merger, consolidation, split-up, spin-off, combination, change
of control or exchange of Shares or other securities of the Company, or other
corporate transaction or event (each a Corporate Event) affects the
Shares, the Board shall, in such manner as it in good faith deems equitable,
adjust any or all of (i) the number of Shares or other securities of the
Company (or number and kind of other securities or property) with respect to
which Awards may be granted, (ii) the number of Shares or other securities
of the Company (or number and kind of other securities or property) subject to
outstanding Awards, and (iii) the Exercise Price or Base Price with
respect to any Award, or make provision for an immediate cash payment to the
holder of an outstanding Award in consideration for the cancellation of such
Award.  If the Company enters into
or is involved in any Corporate Event, the Board may, prior to such Corporate
Event and effective upon such Corporate Event, take such action as it deems
appropriate, including, but not limited to, replacing Awards with substitute
awards in respect of the Shares, other securities or other property of the
surviving corporation or any affiliate of the surviving corporation on such
terms and conditions, as to the number of shares, pricing and otherwise, which
shall substantially preserve the value, rights and benefits of any affected
Awards granted hereunder as of the date of the consummation of the Corporate
Event.  Notwithstanding anything to the
contrary in the Plan, if any Corporate Event occurs, the Company shall have the
right, but not the obligation, to: (i) accelerate the partial or full
exercisability of each Participants Awards following the public announcement
of such Corporate Event, (ii) cancel each Participants Awards that have
not become exercisable and are not scheduled to become exercisable immediately
prior to such Corporate Event, (iii) permit each Participant, at his or
her election and within any time period as the Committee may prescribe, to
surrender such Participants Awards (or any portion thereof) and to pay to each
affected Participant in connection with the cancellation of such Participants
Awards, an amount equal that the Committee, in its sole discretion, in good
faith determines to be the equivalent value of such Award (e.g., in the case of
an Option or SAR, the amount of the spread), it being understood that the
equivalent value of an Option or SAR with an exercise price greater than or
equal to the fair market value of the underlying stock shall be $0 and (iv) require
each Participant to surrender his or her Awards (or any portion thereof) (A) in
exchange for cash payment as described in clause (iii) or (B) in
exchange for another Award which the Committee, in the good faith exercise of
its business judgment, determines to have a value substantially equivalent to
the value of the Award surrendered.  12


Upon receipt by any affected
Participant of any such substitute awards (or payment) as a result of any such
Corporate Event, such Participants affected Awards for which such substitute
awards (or payment) were received shall be thereupon cancelled without the need
for obtaining the consent of any such affected Participant.  Any actions or determinations of the
Committee under this Section 9.11 need not be uniform as to all
outstanding Awards, nor treat all Participants identically.  ARTICLE
X
AMENDMENT, TERMINATION AND DURATION  10.1  Amendment, Suspension or Termination.  The Board, in its sole discretion, may amend,
suspend or terminate the Plan, or any part thereof, at any time and for any
reason, subject to any requirement of stockholder approval required by
applicable law, rule or regulation, including, without limitation, Section 422
of the Code, Section 162(m) of the Code and the rules of the
Nasdaq Stock Market, LLC; provided, however, the Board may amend the Plan and
any Award Agreement, including without limitation retroactive amendments,
without shareholder approval as necessary to avoid the imposition of any taxes
under Section 409A of the Code. 
Subject to the preceding sentence, the amendment, suspension or
termination of the Plan shall not, without the consent of the Participant,
materially adversely alter or impair any rights or obligations under any Award
theretofore granted to such Participant. 
Notwithstanding the foregoing, the Committee may, but shall not be
required to, amend or modify any Award to the extent necessary to avoid the
imposition of taxes under Section 409A of the Code.  The Company intends to administer the Plan
and all Awards granted thereunder in a manner that complies with Code Section 409A,
however, the Company shall not be responsible for any additional tax imposed
pursuant to Code Section 409A, nor will the Company indemnify or otherwise
reimburse Participant for any liability incurred as a result of Code Section 409A.  No Award may be granted during any period of
suspension or after termination of the Plan. 
Notwithstanding anything in this Plan to the contrary and subject to Section
9.11, without the approval of stockholders of the Company, no amendment and
no substitution or exchange of an outstanding Award shall reduce the exercise
price of any outstanding Option, Base Price of any outstanding SAR, or purchase
price of any other outstanding Award conferring a right to purchase Stock to an
amount less than the Fair Market Value of a share at the date of grant of the
outstanding Award.  10.2  Duration of the Plan.  The Plan shall, subject to Section 10.1
terminate ten years after adoption by the Board, unless earlier terminated by
the Board and no further Awards shall be granted under the Plan.  The termination of the Plan shall not affect
any Awards granted prior to the termination of the Plan.  ARTICLE
XI
LEGAL CONSTRUCTION  11.1  Gender and Number.  Except where otherwise indicated by the
context, any masculine term used herein also shall include the feminine; the
plural shall include the singular and the singular shall include the plural.  11.2  Severability.  In the event any provision of the Plan or of
any Award Agreement shall be held illegal or invalid for any reason, the
illegality or invalidity shall not affect the  13


remaining parts of the Plan or the Award Agreement,
and the Plan and/or the Award Agreement shall be construed and enforced as if
the illegal or invalid provision had not been included.  11.3  Requirements of Law.  The granting of Awards and the issuance of
Shares under the Plan shall be subject to all applicable laws, rules and
regulations, and to such approvals by any governmental agencies or national
securities exchanges as may be required.  11.4  Governing Law; Waiver of Jury Trial.  The Plan and all Award Agreements shall be
construed in accordance with and governed by the laws of the State of Delaware,
but without regard to its conflict of law provisions.  Participant hereby agrees to waive all rights
to trial by jury in any proceeding (whether based on contract, tort or
otherwise) arising out of or relating to any Award Agreement.  11.5  Captions.  Captions are provided herein for convenience
only, and shall not serve as a basis for interpretation or construction of the
Plan.  11.6  Incentive Stock Options.  Should any Option granted under this Plan be
designated an Incentive Stock Option, but fail, for any reason, to meet the
requirements of the Code for such a designation, then such Option shall be
deemed to be a Non-Qualified Stock Option and shall be valid as such according
to its terms.  14