SAFESCIENCE, INC.
                      2000 STOCK INCENTIVE PLAN, AS AMENDED

         1. Purpose. The purpose of the SafeScience, Inc. 2000 Stock Incentive
Plan, as amended (the "Plan") is to provide (i) key employees of SafeScience,
Inc. (the "Company") and its subsidiaries, (ii) certain consultants and advisors
who perform services for the Company or its subsidiaries, and (iii) members of
the Board of Directors of the Company (the "Board"), with the opportunity to
acquire shares of the Common Stock of the Company ("Common Stock") or receive
monetary payments based on the value of such shares. The Company believes that
the Plan will enhance the incentive for Participants (as defined in Section 3)
to contribute to the growth of the Company, thereby benefiting the Company and
the Company's shareholders, and will align the economic interests of the
Participants with those of the shareholders.

         2. Administration.
            --------------

     (a)          Committee. The Plan shall be administered and interpreted by a
                  compensation committee (the "Committee"). The Committee may
                  consist of two or more members of the Board who are "outside
                  directors" as defined under Section 162(m) of the Internal
                  Revenue Code of 1986, as amended (the "Code") and
                  "non-employee directors" as defined under Rule 16b-3 under the
                  Securities Exchange Act of 1934, as amended (the "Exchange
                  Act"), or such other members of the Board.

     (b)          Authority of Committee.  The Committee has the sole authority,
                  subject to the provisions of the Plan, to (i) select the
                  employees and other individuals to receive Awards (as defined
                  in Section 4) under the Plan, (ii) determine the type, size
                  and terms of the Awards to be made to each individual
                  selected, (iii) determine the time when the Awards will be
                  granted and the duration of any applicable exercise and
                  vesting period, including the criteria for exercisability and
                  vesting and the acceleration of exercisability and vesting
                  with respect to each individual selected, and (iv) deal with
                  any other matter arising under the Plan. The Committee is
                  authorized to interpret the Plan and the Awards granted under
                  the Plan, to establish, amend and rescind any rules and
                  regulations relating to the Plan, and to make any other
                  determination that it deems necessary or desirable for the
                  administration of the Plan. The Committee may correct any
                  defect or supply any omission or reconcile any inconsistency
                  in the Plan or in any Award in the manner and to the extent
                  the Committee deems necessary or desirable. Any decision of
                  the Committee in the interpretation and administration of the
                  Plan shall lie within its sole and absolute discretion and
                  shall be final, conclusive and binding on all parties
                  concerned. All powers of the Committee shall be executed in
                  its sole discretion and need not be uniform as to similarly
                  situated individuals. Any act of the Committee with respect to
                  the Plan may only be undertaken and executed with the
                  affirmative consent of at least two-thirds of the members of
                  the Committee.

     (c)          Responsibility of Committee.  No member of the Board, no
                  member of the Committee and no employee of the Company shall
                  be liable for any act or failure to act hereunder, except in
                  circumstances involving his or her bad faith, gross negligence
                  or willful misconduct, or for any act or failure to act
                  hereunder by any other member of the Committee or employee of
                  the Company. The Company shall indemnify members of the
                  Committee and any employee of the Company against any and all
                  liabilities or expenses to which they may be subjected by
                  reason of any act or failure to act with respect to their
                  duties under the Plan, except in circumstances involving his
                  or her bad faith, gross negligence or willful misconduct.

     (d)          Delegation of Authority.  The Committee may delegate to the
                  President of the Company the authority to (i) make grants
                  under the Plan to employees of the Company and its
                  subsidiaries who are not subject to the restrictions of
                  Section 16(b) of the Exchange Act and who are not expected to
                  be subject to the limitations of Section 162(m) of the Code,
                  and (ii) execute and deliver documents or take any other
                  ministerial actions on behalf of the Committee with respect to
                  Awards. The grant of authority under this Subsection 2(d)
                  shall be subject to such conditions and limitations as may be
                  determined by the Committee. If the President makes grants
                  pursuant to the


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                  delegated authority under this Subsection 2(d), references in
                  the Plan to the "Committee" as they relate to making such
                  grants shall be deemed to refer to the President.

         3. Participants. All employees, officers and directors of the Company
and its subsidiaries (including members of the Board who are not employees), as
well as consultants and advisors to the Company or its subsidiaries, are
eligible to participate in the Plan. Consistent with the purposes of the Plan,
the Committee shall have exclusive power to select the employees, officers,
directors and consultants and advisors who may participate in the Plan
("Participants"). Eligible individuals may be selected individually or by groups
or categories, as determined by the Committee in its discretion, and designation
as a person to receive Awards in any year shall not require the Committee to
designate such a person as eligible to receive Awards in any other year.

         4. Types of Awards. Awards under the Plan may be granted in any one or
a combination of (a) Stock Options, (b) Stock Appreciation Rights, (c) Stock
Awards, and (d) Performance Awards (each as described below, and collectively,
"Awards"). Awards may constitute Performance-Based Awards, as described in
Section 10. Each Award shall be evidenced by a written agreement between the
Company and the Participant (an "Agreement"), which need not be identical
between Participants or among Awards, in such form as the Committee may from
time to time approve; provided, however, that in the event of any conflict
between the provisions of the Plan and any Agreement, the provisions of the Plan
shall prevail.

         5. Common Stock Available under the Plan. The aggregate number of
shares of Common Stock that may be subject to Awards shall be 2,250,000 shares
of Common Stock, which may be authorized and unissued or treasury shares,
subject to any adjustments made in accordance with Section 11 hereof. The
maximum number of shares of Common Stock with respect to which Awards may be
granted to any individual Participant shall be 300,000 shares. Any share of
Common Stock subject to an Award that for any reason is cancelled or terminated
without having been exercised or vested shall again be available for Awards
under the Plan; provided, however, that any such availability shall apply only
for purposes of determining the aggregate number of shares of Common Stock
subject to Awards and shall not apply for purposes of determining the maximum
number of shares subject to Awards that any individual Participant may receive.

         6. Stock Options. Stock Options will enable a Participant to purchase
shares of Common Stock upon set terms and at a fixed purchase price. Stock
Options may be treated as (i) "incentive stock options" within the meaning of
Section 422(b) of the Code ("Incentive Stock Options"), or (ii) Stock Options
which do not constitute Incentive Stock Options ("Nonqualified Stock Options").
Each Stock Option shall be subject to the terms, conditions and restrictions
consistent with the Plan as the Committee may impose, subject to the following
limitations:

         (a)      Exercise Price. The exercise price per share (the "Exercise
                  Price") of Common Stock subject to a Stock Option shall be
                  determined by the Committee and may be equal to, greater than,
                  or less than the Fair Market Value (as defined in Section 15)
                  of a share of Common Stock on the date the Stock Option is
                  granted.

         (b)      Payment of Exercise Price.  The Exercise Price may be paid in
                  cash or, in the discretion of the Committee, by the delivery
                  of shares of Common Stock that have been owned by the
                  Participant for at least six months, or by a combination of
                  these methods. In the discretion of the Committee, payment may
                  also be made by delivering a properly executed exercise notice
                  to the Company together with a copy of irrevocable
                  instructions to a broker to deliver promptly to the Company
                  the amount of sale or loan proceeds to pay the Exercise Price.
                  To facilitate the foregoing, the Company may enter into
                  agreements for coordinated procedures with one or more
                  brokerage firms. The Committee may also prescribe any other
                  method of paying the Exercise Price that it determines to be
                  consistent with applicable law and the purpose of the Plan,
                  including, without limitation, in lieu of the exercise of a
                  Stock Option by delivery of shares of Common Stock of the
                  Company then owned by the Participant, providing the Company
                  with a notarized statement attesting to the number of shares
                  owned for at least six months, where upon verification by the
                  Company, the Company would issue to the


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                  Participant only the number of incremental shares to which the
                  Participant is entitled upon exercise of the Stock Option.

         (c)      Exercise Period. Stock Options shall be exercisable at such
                  time or times and subject to such terms and conditions as
                  shall be determined by the Committee; provided, however, that
                  no Stock Option shall be exercisable later than ten years
                  after the date it is granted. All Stock Options shall
                  terminate at such earlier times and upon such conditions or
                  circumstances as the Committee shall determine, as set forth
                  in the related Agreement.

         (d)      Limitations on Incentive Stock Options.  Incentive Stock
                  Options may be granted only to Participants who, at the time
                  of the grant, are employees of the Company or a parent or
                  subsidiary of the Company, and only at an Exercise price that
                  is not less than the Fair Market Value of a share of Common
                  Stock on the date of the grant. The aggregate Fair Market
                  Value of the Common Stock (determined as of the date of the
                  grant) with respect to which Incentive Stock Options are
                  exercisable for the first time by a Participant during any
                  calendar year (under all option plans of the Company) shall
                  not exceed $100,000. For purposes of the preceding sentence,
                  Incentive Stock Options will be taken into account in the
                  order in which they are granted. Incentive Stock Options may
                  not be granted to a Participant who, at the time of grant,
                  owns stock possessing (after the application of the
                  attribution rules of Section 424(d) of the Code) more than 10%
                  of the total combined voting power of all outstanding classes
                  of stock of the Company or any subsidiary of the Company,
                  unless the option price is fixed at not less than 110% of the
                  Fair Market Value of the Common Stock on the date of grant and
                  the exercise of such Incentive Stock Option is prohibited by
                  its terms after the expiration of five years from its date of
                  grant.

         (e)      Termination of Employment, Disability or Death.
                  ----------------------------------------------

                  (1)    Except as provided below or in an Agreement, a Stock
                         Option may only be exercised while the Participant is
                         employed by, or providing service to, the Company, as
                         an employee, member of the Board or advisor or
                         consultant. In the event that a Participant ceases to
                         be employed by, or provide service to, the Company for
                         any reason other than Disability (as defined in
                         Paragraph (5) below), death or termination for Cause
                         (as defined in Paragraph (5) below), any Stock Option
                         which is otherwise exercisable by the Participant shall
                         terminate unless exercised within 90 days after the
                         date on which the Participant ceases to be employed by,
                         or provide service to, the Company, but in any event no
                         later than the date of expiration of the Stock Option.
                         Except as otherwise provided by the Committee, any
                         Stock Options which are not otherwise exercisable as of
                         the date on which the Participant ceases to be employed
                         by, or provide service to, the Company shall terminate
                         as of such date.

                  (2)    In the event the Participant ceases to be employed by,
                         or provide service to, the Company on account of a
                         termination for Cause by the Company, any Stock Option
                         held by the Participant shall terminate as of the date
                         the Participant ceases to be employed by, or provide
                         service to, the Company. In addition, notwithstanding
                         any other provisions of this Section 6, if the
                         Committee determines that the Participant has engaged
                         in conduct that constitutes Cause at any time while the
                         Participant is employed by, or providing service to,
                         the Company, or after the Participant's termination of
                         employment or service, any Stock Option held by the
                         Participant shall immediately terminate. In the event
                         the Committee determines that the Participant has
                         engaged in conduct that constitutes Cause, in addition
                         to the immediate termination of all Stock Options, the
                         Participant shall automatically forfeit all shares
                         underlying any exercised portion of a Stock Option for
                         which the Company has not yet delivered the share

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                         certificates, upon refund by the Company of the
                         Exercise Price paid by the Participant for such shares
                         (subject to any right of setoff by the Company).

                  (3)    In the event the Participant ceases to be employed by,
                         or provide service to, the Company because the
                         Participant is Disabled, any Stock Option which is
                         otherwise exercisable by the Participant shall
                         terminate unless exercised within one year after the
                         date on which the Participant ceases to be employed by,
                         or provide service to, the Company, but in any event no
                         later than the date of expiration of the Stock Option.

                  (4)    If the Participant dies while employed by, or
                         providing service to, the Company, any Stock Option
                         which is otherwise exercisable by the Participant shall
                         terminate unless exercised within one year after the
                         date on which the Participant ceases to be employed by,
                         or provide service to, the Company, but in any event no
                         later than the date of expiration of the Stock Option.

                  (5)    For purposes of this Section 6(e):

                         (A)   The term "Company" shall mean the Company and its
                               subsidiary corporations.

                         (B)   "Disability" or "Disabled" shall mean a
                               Participant's becoming disabled within the
                               meaning of Section 22(e)(3) of the Code.

                         (C)   "Cause" shall mean, except to the extent
                               specified otherwise by the Committee, a finding
                               by the Committee that the Participant has
                               breached any provision of his or her terms of
                               employment or service contract with the Company,
                               including without limitation covenants against
                               competition, or has engaged in disloyalty to the
                               Company, including, without limitation, fraud,
                               embezzlement, theft, commission of a felony or
                               proven dishonesty in the course of his or her
                               employment or service, or has disclosed trade
                               secrets or confidential information of the
                               Company to persons not entitled to receive such
                               information.

         7. Stock Appreciation Rights. Stock Appreciation Rights shall provide a
Participant with the right to receive a payment, in cash, Common Stock or a
combination thereof, in an amount equal to the excess of (i) the Fair Market
Value, or other specified valuation, of a specified number of shares of Common
Stock on the date the right is exercised, over (ii) the Fair Market Value of
such shares on the date of grant, or other specified valuation (which shall be
no less than the Fair Market Value on the date of grant). Each Stock
Appreciation Right shall expire no more than ten years from its date of grant,
and shall be subject to such other terms and conditions as the Committee shall
deem appropriate, including, without limitation, provisions for the forfeiture
of the Stock Appreciation Right for no consideration upon termination of
employment.

         8. Stock Awards. Stock Awards shall consist of Common Stock issued or
transferred to Participants with or without other payments therefor as
additional compensation for services to the Company. Stock Awards may be subject
to such terms and conditions as the Committee determines appropriate, including,
without limitation, restrictions on the sale or other disposition of such shares
and the right of the Company to reacquire such shares for no consideration upon
termination of the Participant's employment within specified periods or prior to
becoming vested. The Committee may require the Participant to deliver a duly
signed stock power, endorsed in blank, relating to the Common Stock covered by a
Stock Award. The Committee may also require that the stock certificates
evidencing such shares be held in custody or bear restrictive legends until the
restrictions thereon shall have lapsed. The Stock Award shall specify whether
the Participant shall have, with respect to the shares of Common Stock subject
to a Stock Award, all of the rights of a holder of shares of Common Stock of the
Company, including the right to receive dividends and to vote the shares.


<PAGE>

         9. Performance Awards. Performance Awards shall provide a Participant
with the right to receive a specified number of shares of Common Stock or cash
at the end of a specified period. The Committee shall have complete discretion
in determining the number, amount and timing of Performance Awards granted to
each Participant. The Committee may condition the payment of Performance Awards
upon the attainment of specific performance goals or such other terms and
conditions as the Committee deems appropriate, including, without limitation,
provisions for the forfeiture of such payment for no consideration upon
termination of the Participant's employment prior to the end of a specified
period.

         10. Performance-Based Awards. Certain Awards granted under the Plan may
be granted in a manner such that they qualify for the performance based
compensation exemption of Section 162(m) of the Code ("Performance-Based
Awards"). As determined by the Committee in its sole discretion, either the
granting or vesting of such Performance-Based Awards are to be based upon one or
more of the following factors: net sales; pretax income before allocation of
corporate overhead and bonus; budget; earnings per share; net income; division,
group or corporate financial goals; return on stockholders' equity; return on
assets; attainment of strategic and operational initiatives; appreciation in
and/or maintenance of the price of the Common Stock or any other publicly-traded
securities of the Company; market share; gross profits; earnings before interest
and taxes; earnings before interest, taxes, depreciation and amortization;
economic value-added models and comparisons with various stock market indices;
reduction in costs; or any combination of the foregoing. With respect to
Performance-Based Awards that are not Stock Options or Stock Appreciation Rights
based solely on the appreciation in the Fair Market Value of Common Stock after
the grant of the Award, (i) the Committee shall establish in writing (x) the
objective performance-based goals applicable to a given period and (y) the
individual employees or class of employees to which such performance-based goals
apply, no later than 90 days after the commencement of such fiscal period (but
in no event after 25% of such period has elapsed), (ii) no Performance-Based
Awards shall be payable to or vest with respect to, as the case may be, any
Participant for a given fiscal period until the Committee certifies in writing
that the objective performance goals (and any other material terms) applicable
to such period have been satisfied, and (iii) the Committee may reduce or
eliminate the number of shares of Common Stock or cash granted or the number of
shares of Common Stock vested upon the attainment of such performance goal.
After establishment of a performance goal, the Committee shall not revise such
performance goal or increase the amount of compensation payable thereunder (as
determined in accordance with Section 162(m) of the Code) upon the attainment of
such performance goal.

         11. Adjustments to Awards. In the event of any change in the
outstanding Common Stock of the Company by reason of any stock split, stock
dividend, split-up, split-off, spin-off, recapitalization, merger,
consolidation, reorganization, combination or exchange of shares, a sale by the
Company of all or part of its assets, or in the event of any distribution to
stockholders of other than a normal cash dividend, or other extraordinary or
unusual event, if the Committee shall determine, in its discretion, that such
change equitably requires an adjustment in the terms of any Awards or the number
of shares of Common Stock that are subject to Awards, such adjustment shall be
made by the Committee and shall be final, conclusive and binding for all
purposes of the Plan.

         12. Change in Control.
             -----------------

     (a) Effect.  In its sole discretion, the Committee may determine that, upon
         the occurrence of a Change in Control (as defined below), all or a
         portion of each outstanding Award shall become exercisable in full (if
         applicable, and whether or not then exercisable) upon the Change of
         Control or at such other date or dates that the Committee may
         determine, and that any forfeiture and vesting restrictions thereon
         shall lapse on such date or dates. In its sole discretion, the
         Committee may also determine that, upon the occurrence of a Change in
         Control, each outstanding Stock Option and Stock Appreciation Right
         shall terminate within a specified number of days after notice to the
         Participant thereunder, and each such Participant shall receive, with
         respect to each share of Common Stock subject to such Stock Option or
         Stock Appreciation Right, an amount equal to the excess of the Fair
         Market Value of such shares immediately prior to such Change in Control
         over the exercise price per share of such Stock Option or Stock
         Appreciation Right; such amount shall be payable in cash, in one or
         more kinds of property (including the property, if any, payable in the
         transaction) or a combination thereof, as the Committee shall determine
         in its sole discretion.

     (b) Defined.  For purposes of this Plan, a Change in Control shall be
         deemed to have occurred if:

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                  (1)          a tender offer (or series of related offers)
                               shall be made and consummated for the ownership
                               of 30% or more of the outstanding voting
                               securities of the Company;

                  (2)          the Company shall be merged or consolidated
                               with another corporation and as a result of such
                               merger or consolidation less than 50% of the
                               outstanding voting securities of the surviving or
                               resulting corporation shall be owned in the
                               aggregate by the former shareholders of the
                               Company, any employee benefit plan of the Company
                               or its subsidiaries, and their affiliates;

                  (3)          the Company shall sell substantially all of its
                               assets to another corporation that is not wholly
                               owned by the Company; or

                  (4)          a Person (as defined below) shall acquire 30% or
                               more of the outstanding voting securities of the
                               Company (whether directly, indirectly,
                               beneficially or of record).

         For purposes of this Section 12(b), ownership of voting securities
shall take into account and shall include ownership as determined by applying
the provisions of Rule 13d-3(d)(I)(i) (as in effect on the date hereof) under
the Exchange Act. Also for purposes of this Subsection 12(b), Person shall have
the meaning given in Section 3(a)(9) of the Exchange Act, as modified and used
in Sections 13(d) and 14(d) thereof; however, a Person shall not include (1) the
Company or any of its subsidiaries; (2) a trustee or other fiduciary holding
securities under an employee benefit plan of the Company or any of its
subsidiaries; (3) an underwriter temporarily holding securities pursuant to an
offering of such securities; or (4) a corporation owned, directly or indirectly,
by the shareholders of the Company in substantially the same proportion as their
ownership of stock of the Company.

         13. Transferability of Awards. Except as provided below, a
Participant's rights under an Award may not be transferred or encumbered, except
by will or by the laws of descent and distribution or, in the case of Awards
other than Incentive Stock Options, pursuant to a qualified domestic relations
order (as defined under Section 414(p) the Code). The Committee may provide, in
an Agreement for a Nonqualified Stock Option, for its transferability as a gift
to family members, one or more trusts for the benefit of family members, or one
or more partnerships of which family members are the only partners, according to
such terms as the Committee may determine; provided that the Participant
receives no consideration for the transfer and the transferred Nonqualified
Stock Option shall continue to be subject to the same terms and conditions as
were applicable to the Nonqualified Stock Option immediately before the
transfer.

         14. Market Stand-Off.
             ----------------

     (a) In connection with any underwritten public offering by the Company of
         its equity securities pursuant to an effective registration, if
         required by the Committee, a Participant shall not sell, make any short
         sale of, loan, hypothecate, pledge, grant any option for the purchase
         of, or otherwise dispose or transfer for value or otherwise agree to
         engage in any of the foregoing transactions with respect to, any Common
         Stock without the prior written consent of the Company or its
         underwriters. Such restriction (the "Market Stand-Off") shall be in
         effect for such period of time from and after the effective date of the
         final prospectus for the offering as may be requested by the Company or
         such underwriters, but in no event shall such period exceed one hundred
         eighty (180) days.

     (b  A Participant shall be subject to the Market Stand-Off provided and
         only if the officers and directors of the Company are also subject to
         similar restrictions.

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(c)               In order to enforce the Market Stand-Off, the Corporation may
                  impose stop-transfer instructions with respect to the Common
                  Stock until the end of the applicable stand-off period.

         15. Fair Market Value. If Common Stock is publicly traded, then the
"Fair Market Value" per share shall be determined as follows: (1) if the
principal trading market for the Common Stock is a national securities exchange
or the NASDAQ National Market, the last reported sale price thereof on the
relevant date or, if there were no trades on that date, the latest preceding
date upon which a sale was reported, or (2) if the Common Stock is not
principally traded on such exchange or market, the mean between the last
reported "bid" and "asked" prices of Common Stock on the relevant date, as
reported on NASDAQ or, if not so reported, as reported by the National Daily
Quotation Bureau, Inc. or as reported in a customary financial reporting
service, as applicable and as the Committee determines. If the Common Stock is
not publicly traded or, if publicly traded, is not subject to reported
transactions or "bid" or "asked" quotations as set forth above, the Fair Market
Value per share shall be as determined by the Committee.

         16. Withholding. All distributions made with respect to an Award shall
be net of any amounts required to be withheld pursuant to applicable federal,
state and local tax withholding requirements. The Company may require a
Participant to remit to it or to the subsidiary that employs a Participant an
amount sufficient to satisfy such tax withholding requirements prior to the
delivery of any certificates for Common Stock. In lieu thereof, the Company or
the employing corporation shall have the right to withhold the amount of such
taxes from any other sums due or to become due to the Participant as the Company
shall prescribe. The Committee may, in its discretion and subject to such rules
as it may adopt, permit a Participant to pay all or a portion of the federal,
state and local withholding taxes arising in connection with any Award by
electing to have the Company withhold shares of Common Stock having a Fair
Market Value that is not in excess of the amount of tax to be withheld.

         17. Shareholder Rights. A Participant shall not have any of the rights
or privileges of a holder of Common Stock for any Common Stock that is subject
to an Award, including any rights regarding voting or the payment of dividends
(except as expressly provided under the terms of the Award), unless and until a
certificate representing such Common Stock has been delivered to the
Participant.

         18. Tenure. A Participant's right, if any, to continue to serve the
Company or its subsidiaries as a director, officer, employee, consultant or
advisor shall not be expanded or otherwise affected by his or her designation as
a Participant.

         19. No Fractional Shares. No fractional shares of Common Stock shall be
issued or delivered pursuant to the Plan or any Award. The Committee shall
determine whether cash shall be paid in lieu of fractional shares or whether
such fractional shares or any rights thereto shall be forfeited or otherwise
eliminated.

         20. Duration, Amendment and Termination. No Award may be granted more
than ten years after the Effective Date (as described in Section 22). The Plan
may be amended or suspended in whole or in part at any time and from time to
time by the Board, but no amendment shall be effective unless and until the same
is approved by shareholders of the Company where the amendment would (i)
increase the total number of shares which may be issued under the Plan or (ii)
increase the maximum number of shares which may be issued to any individual
Participant under the Plan. No amendment or suspension of the Plan shall
adversely affect in a material manner any right of any Participant with respect
to any Award theretofore granted without such Participant's written consent.

         21. Governing Law. This Plan, Awards granted hereunder and actions
taken in connection with the Plan shall be governed by the laws of the
Commonwealth of Massachusetts regardless of the law that might otherwise apply
under applicable principles of conflicts of laws.

         22. Effective Date. This Plan shall be effective as of April 12, 2000
which is the date as of which the Plan was adopted by the Board, provided that
the Plan is approved by the shareholders of the Company at the 2000 annual
meeting of shareholders, and such approval of shareholders shall be a condition
to the right of each Participant to receive an Award hereunder.