EXHIBIT 10.6

       

      ATOSSA
GENETICS INC.

       

      2010
STOCK OPTION AND INCENTIVE PLAN

       

      
        	
                SECTION
      1.

              	
                GENERAL PURPOSE OF THE
      PLAN; DEFINITIONS

              


      

       

      The name
of the plan is the Atossa Genetics Inc. 2010 Stock Option and Incentive Plan
(the “Plan”).  The purpose of the Plan is to encourage and enable the
officers, employees, Non-Employee Directors and other key persons (including
Consultants and prospective employees) of Atossa Genetics Inc. (the “Company”)
and its Subsidiaries upon whose judgment, initiative and efforts the Company
largely depends for the successful conduct of its business to acquire a
proprietary interest in the Company.  It is anticipated that providing such
persons with a direct stake in the Company’s welfare will assure a closer
identification of their interests with those of the Company and its
stockholders, thereby stimulating their efforts on the Company’s behalf and
strengthening their desire to remain with the Company.

       

      The
following terms shall be defined as set forth below:

       

      “Act” means the Securities
Act of 1933, as amended, and the rules and regulations thereunder.

       

      “Administrator” means either
the Board or the compensation committee of the Board or a similar committee
performing the functions of the compensation committee and which is comprised of
not less than two Non-Employee Directors who are independent.

       

      “Award” or “Awards,” except where
referring to a particular category of grant under the Plan, shall include
Incentive Stock Options, Non-Qualified Stock Options, Stock Appreciation Rights,
Restricted Stock Units, Restricted Stock Awards, Unrestricted Stock Awards,
Cash-Based Awards, Performance Share Awards and Dividend Equivalent
Rights.

       

      “Award Certificate” means a
written or electronic document setting forth the terms and provisions applicable
to an Award granted under the Plan.  Each Award Certificate is subject to
the terms and conditions of the Plan.

       

      “Board” means the Board of
Directors of the Company.

       

      “Cash-Based Award” means an
Award entitling the recipient to receive a cash-denominated
payment.

       

      “Code” means the Internal
Revenue Code of 1986, as amended, and any successor Code, and related rules,
regulations and interpretations.

       

      “Consultant” means any
natural person that provides bona fide services to the Company, and such
services are not in connection with the offer or sale of securities in a
capital-raising transaction and do not directly or indirectly promote or
maintain a market for the Company’s securities.


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      “Covered Employee” means an
employee who is a “Covered Employee” within the meaning of Section 162(m)
of the Code.

       

      “Dividend Equivalent Right”
means an Award entitling the grantee to receive credits based on cash dividends
that would have been paid on the shares of Stock specified in the Dividend
Equivalent Right (or other award to which it relates) if such shares had been
issued to and held by the grantee.

       

      “Effective Date” means the
date on which the Plan is approved by stockholders as set forth in
Section 21.

       

      “Exchange Act” means the
Securities Exchange Act of 1934, as amended, and the rules and regulations
thereunder.

       

      “Fair Market Value” of the
Stock on any given date means the fair market value of the Stock determined in
good faith by the Administrator; provided, however, that if the Stock is
admitted to quotation on the National Association of Securities Dealers
Automated Quotation System (“NASDAQ”), NASDAQ Global Market or another national
securities exchange, the determination shall be made by reference to market
quotations.  If there are no market quotations for such date, the
determination shall be made by reference to the last date preceding such date
for which there are market quotations; provided further, however, that if the
date for which Fair Market Value is determined is the first day when trading
prices for the Stock are reported on a national securities exchange, the Fair
Market Value shall be the “Price to the Public” (or equivalent) set forth on the
cover page for the final prospectus relating to the Company’s Initial Public
Offering.

       

      “Incentive Stock Option”
means any Stock Option designated and qualified as an “incentive stock option”
as defined in Section 422 of the Code.

       

      “Initial Public Offering”
means the consummation of the first fully underwritten, firm commitment public
offering pursuant to an effective registration statement under the Act covering
the offer and sale by the Company of its equity securities, or such other event
as a result of or following which the Stock shall be publicly held.

       

      “Non-Employee Director” means
a member of the Board who is not also an employee of the Company or any
Subsidiary.

       

      “Non-Qualified Stock Option”
means any Stock Option that is not an Incentive Stock Option.

       

      “Option” or “Stock Option” means any
option to purchase shares of Stock granted pursuant to
Section 5.

       

      “Performance-Based Award”
means any Restricted Stock Award, Restricted Stock Units, Performance Share
Award or Cash-Based Award granted to a Covered Employee that is intended to
qualify as “performance-based compensation” under Section 162(m) of the Code and
the regulations promulgated thereunder.


      
        
           


        

        
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      “Performance Criteria” means
the criteria that the Administrator selects for purposes of establishing the
Performance Goal or Performance Goals for an individual for a Performance
Cycle.  The Performance Criteria (which shall be applicable to the
organizational level specified by the Administrator, including, but not limited
to, the Company or a unit, division, group, or Subsidiary of the Company) that
will be used to establish Performance Goals are limited to the
following:  earnings before interest, taxes, depreciation and
amortization, net income (loss) (either before or after interest, taxes,
depreciation and/or amortization), changes in the market price of the Stock,
economic value-added, funds from operations or similar measure, sales or
revenue, acquisitions or strategic transactions, operating income (loss), cash
flow (including, but not limited to, operating cash flow and free cash flow),
return on capital, assets, equity, or investment, stockholder returns, return on
sales, gross or net profit levels, productivity, expense, margins, operating
efficiency, customer satisfaction, working capital, earnings (loss) per share of
Stock, sales or market shares and number of customers, any of which may be
measured either in absolute terms or as compared to any incremental increase or
as compared to results of a peer group.

       

      “Performance Cycle” means one
or more periods of time, which may be of varying and overlapping durations, as
the Administrator may select, over which the attainment of one or more
Performance Criteria will be measured for the purpose of determining a grantee’s
right to and the payment of a Restricted Stock Award, Restricted Stock Units,
Performance Share Award or Cash-Based Award.  Each such period shall not be
less than 12 months.

       

      “Performance Goals” means,
for a Performance Cycle, the specific goals established in writing by the
Administrator for a Performance Cycle based upon the Performance
Criteria.

       

      “Performance Share Award”
means an Award entitling the recipient to acquire shares of Stock upon the
attainment of specified Performance Goals.

       

      “Restricted Stock Award”
means an Award entitling the recipient to acquire, at such purchase price (which
may be zero) as determined by the Administrator, shares of Stock subject to such
restrictions and conditions as the Administrator may determine at the time of
grant.

       

      “Restricted Stock Units”
means an Award of phantom stock units to a grantee.

       

      “Sale Event” shall mean (i)
the sale of all or substantially all of the assets of the Company on a
consolidated basis to an unrelated person or entity, (ii) a merger,
reorganization or consolidation pursuant to which the holders of the Company’s
outstanding voting power immediately prior to such transaction do not own a
majority of the outstanding voting power of the resulting or successor entity
(or its ultimate parent, if applicable) immediately upon completion of such
transaction, (iii) the sale of all of the Stock of the Company to an unrelated
person or entity, or (iv) any other transaction in which the owners of the
Company’s outstanding voting power prior to such transaction do not own at least
a majority of the outstanding voting power of the Company or any successor
entity immediately upon completion of the transaction other than as a result of
the acquisition of securities directly from the Company.


      
        
           


        

        
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      “Sale Price” means the value
as determined by the Administrator of the consideration payable, or otherwise to
be received by stockholders, per share of Stock pursuant to a Sale
Event.

       

      “Section 409A” means Section
409A of the Code and the regulations and other guidance promulgated
thereunder.

       

      “Stock” means the Common
Stock, par value $0.001 per share, of the Company, subject to adjustments
pursuant to Section 3.

       

      “Stock Appreciation Right”
means an Award entitling the recipient to receive shares of Stock having a value
equal to the excess of the Fair Market Value of the Stock on the date of
exercise over the exercise price of the Stock Appreciation Right multiplied by
the number of shares of Stock with respect to which the Stock Appreciation Right
shall have been exercised.

       

      “Subsidiary” means any
corporation or other entity (other than the Company) in which the Company has at
least a 50 percent interest, either directly or indirectly.

       

      “Ten Percent Owner” means an
employee who owns or is deemed to own (by reason of the attribution rules of
Section 424(d) of the Code) more than 10 percent of the combined voting power of
all classes of stock of the Company or any parent or subsidiary
corporation.

       

      “Unrestricted Stock Award”
means an Award of shares of Stock free of any restrictions.

       

      
        	
                SECTION
      2.

              	
                ADMINISTRATION OF
      PLAN; ADMINISTRATOR AUTHORITY TO SELECT GRANTEES AND DETERMINE
      AWARDS

              


      

       

      (a)         Administration of
Plan.  The Plan shall be administered by the
Administrator.

       

      (b)         Powers of
Administrator.  The Administrator shall have the power and authority
to grant Awards consistent with the terms of the Plan, including the power and
authority:

       

      (i)           to
select the individuals to whom Awards may from time to time be
granted;

       

      (ii)          to
determine the time or times of grant, and the extent, if any, of Incentive Stock
Options, Non-Qualified Stock Options, Stock Appreciation Rights, Restricted
Stock Awards, Restricted Stock Units, Unrestricted Stock Awards, Cash-Based
Awards, Performance Share Awards and Dividend Equivalent Rights, or any
combination of the foregoing, granted to any one or more grantees;

       

      (iii)         to
determine the number of shares of Stock to be covered by any Award;

       

      (iv)        to
determine and modify from time to time the terms and conditions, including
restrictions, not inconsistent with the terms of the Plan, of any Award, which
terms and conditions may differ among individual Awards and grantees, and to
approve the forms of Award Certificates;


      
        
           


        

        
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      (v)         to
accelerate at any time the exercisability or vesting of all or any portion of
any Award;

       

      (vi)        subject
to the provisions of Section 5(b), to extend at any time the period in
which Stock Options may be exercised; and

       

      (vii)       at
any time to adopt, alter and repeal such rules, guidelines and practices for
administration of the Plan and for its own acts and proceedings as it shall deem
advisable; to interpret the terms and provisions of the Plan and any Award
(including related written instruments); to make all determinations it deems
advisable for the administration of the Plan; to decide all disputes arising in
connection with the Plan; and to otherwise supervise the administration of the
Plan.

       

      All
decisions and interpretations of the Administrator shall be binding on all
persons, including the Company and Plan grantees.

       

      (c)         Award
Certificate.  Awards under the Plan shall be evidenced by Award
Certificates that set forth the terms, conditions and limitations for each Award
which may include, without limitation, the term of an Award and the provisions
applicable in the event employment or service terminates.

       

      (d)         Indemnification. 
Neither the Board nor the Administrator, nor any member of either or any
delegate thereof, shall be liable for any act, omission, interpretation,
construction or determination made in good faith in connection with the Plan,
and the members of the Board and the Administrator (and any delegate thereof)
shall be entitled in all cases to indemnification and reimbursement by the
Company in respect of any claim, loss, damage or expense (including, without
limitation, reasonable attorneys’ fees) arising or resulting therefrom to the
fullest extent permitted by law and/or under the Company’s articles or bylaws or
any directors’ and officers’ liability insurance coverage which may be in effect
from time to time and/or any indemnification agreement between such individual
and the Company.

       

      (e)         Foreign Award
Recipients.  Notwithstanding any provision of the Plan to the
contrary, in order to comply with the laws in other countries in which the
Company and its Subsidiaries operate or have employees or other individuals
eligible for Awards, the Administrator, in its sole discretion, shall have the
power and authority to:  (i) determine which Subsidiaries shall be
covered by the Plan; (ii) determine which individuals outside the United States
are eligible to participate in the Plan; (iii) modify the terms and conditions
of any Award granted to individuals outside the United States to comply with
applicable foreign laws; (iv) establish subplans and modify exercise procedures
and other terms and procedures, to the extent the Administrator determines such
actions to be necessary or advisable (and such subplans and/or modifications
shall be attached to this Plan as appendices); provided, however, that no such
subplans and/or modifications shall increase the share limitations contained in
Section 3(a) hereof; and (v) take any action, before or after an Award is made, that
the Administrator determines to be necessary or advisable to obtain approval or
comply with any local governmental regulatory exemptions or approvals. 
Notwithstanding the foregoing, the Administrator may not take any actions
hereunder, and no Awards shall be granted, that would violate the Exchange Act
or any other applicable United States securities law, the Code, or any other
applicable United States governing statute or law.


      
        
           


        

        
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                SECTION
      3.

              	
                STOCK ISSUABLE UNDER
      THE PLAN; MERGERS;
SUBSTITUTION

              


      

       

      (a)         Stock Issuable. 
The maximum number of shares of Stock reserved and available for issuance under
the Plan shall be 2,263,320 shares (the “Initial Limit”), subject to adjustment
as provided in Section 3(b), plus on January 1, 2012 and each January 1
thereafter, the number of shares of Stock reserved and available for issuance
under the Plan shall be cumulatively increased by 4 percent (4%) of the number
of shares of Stock issued and outstanding on the immediately preceding December
31 (the “Annual Increase”).  Subject to such overall limitation, the
maximum aggregate number of shares of Stock that may be issued in the form of
Incentive Stock Options shall not exceed the Initial Limit cumulatively
increased on January 1, 2012 and on each January 1 thereafter by the lesser of
the Annual Increase for such year or 50% of the Initial Limit, subject in all
cases to adjustment as provided in Section 3(b).  For purposes of this
limitation, the shares of Stock underlying any Awards that are forfeited,
canceled, held back upon exercise of an Option or settlement of an Award to
cover the exercise price or tax withholding, reacquired by the Company prior to
vesting, satisfied without the issuance of Stock or otherwise terminated (other
than by exercise) shall be added back to the shares of Stock available for
issuance under the Plan.  In the event the Company repurchases shares of
Stock on the open market, such shares shall not be added to the shares of Stock
available for issuance under the Plan.  Subject to such overall
limitations, shares of Stock may be issued up to such maximum number pursuant to
any type or types of Award; provided, however, that Stock Options or Stock
Appreciation Rights with respect to no more than 50% of the Initial Limit may be
granted to any one individual grantee during any one calendar year period. 
The shares available for issuance under the Plan may be authorized but unissued
shares of Stock or shares of Stock reacquired by the Company.

       

      (b)        Changes in
Stock.  Subject to Section 3(c) hereof, if, as a result of any
reorganization, recapitalization, reclassification, stock dividend, stock split,
reverse stock split or other similar change in the Company’s capital stock, the
outstanding shares of Stock are increased or decreased or are exchanged for a
different number or kind of shares or other securities of the Company, or
additional shares or new or different shares or other securities of the Company
or other non-cash assets are distributed with respect to such shares of Stock or
other securities, or, if, as a result of any merger or consolidation, sale of
all or substantially all of the assets of the Company, the outstanding shares of
Stock are converted into or exchanged for securities of the Company or any
successor entity (or a parent or subsidiary thereof), the Administrator shall
make an appropriate or proportionate adjustment in (i) the maximum number of
shares reserved for issuance under the Plan, including the maximum number of
shares that may be issued in the form of Incentive Stock Options, (ii) the
number of Stock Options or Stock Appreciation Rights that can be granted to any
one individual grantee and the maximum number of shares that may be granted
under a Performance-Based Award, (iii) the number and kind of shares or other
securities subject to any then outstanding Awards under the Plan, (iv) the
repurchase price, if any, per share subject to each outstanding Restricted Stock
Award, and (v) the exercise price for each share subject to any then
outstanding Stock Options and Stock Appreciation Rights under the Plan, without
changing the aggregate exercise price (i.e., the exercise price multiplied by
the number of Stock Options and Stock Appreciation Rights) as to which such
Stock Options and Stock Appreciation Rights remain exercisable.  The
Administrator shall also make equitable or proportionate adjustments in the
number of shares subject to outstanding Awards and the exercise price and the
terms of outstanding Awards to take into consideration cash dividends paid other
than in the ordinary course or any other extraordinary corporate event. 
The adjustment by the Administrator shall be final, binding and
conclusive.  No fractional shares of Stock shall be issued under the Plan
resulting from any such adjustment, but the Administrator in its discretion may
make a cash payment in lieu of fractional shares.


      
        
           


        

        
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      (c)         Mergers and Other
Transactions.  Except as the Administrator may otherwise specify
with respect to particular Awards in the relevant Award Certificate, in the case
of and subject to the consummation of a Sale Event, the Plan and all outstanding
Awards granted hereunder shall terminate, unless provision is made in connection
with the Sale Event in the sole discretion of the parties thereto for the
assumption or continuation of Awards theretofore granted by the successor
entity, or the substitution of such Awards with new Awards of the successor
entity or parent thereof, with appropriate adjustment as to the number and kind
of shares and, if appropriate, the per share exercise prices, as such parties
shall agree (after taking into account any acceleration hereunder).  In the
event of such termination, (i) the Company shall have the option (in its sole
discretion) to make or provide for a cash payment to the grantees holding
Options and Stock Appreciation Rights, in exchange for the cancellation thereof,
in an amount equal to the difference between (A) the Sale Price multiplied by
the number of shares of Stock subject to outstanding Options and Stock
Appreciation Rights (to the extent then exercisable (after taking into account
any acceleration hereunder) at prices not in excess of the Sale Price) and (B)
the aggregate exercise price of all such outstanding Options and Stock
Appreciation Rights; or (ii) each grantee shall be permitted, within a specified
period of time prior to the consummation of the Sale Event as determined by the
Administrator, to exercise all outstanding Options and Stock Appreciation Rights
held by such grantee.  The Administrator shall also have the discretion to
accelerate the vesting of all other Awards.

       

      (d)        Substitute
Awards.  The Administrator may grant Awards under the Plan in
substitution for stock and stock based awards held by employees, directors or
other key persons of another corporation in connection with the merger or
consolidation of the employing corporation with the Company or a Subsidiary or
the acquisition by the Company or a Subsidiary of property or stock of the
employing corporation.  The Administrator may direct that the substitute
awards be granted on such terms and conditions as the Administrator considers
appropriate in the circumstances.  Any substitute Awards granted under the
Plan shall not count against the share limitation set forth in
Section 3(a).

       

      
        	
                SECTION
      4.

              	
                ELIGIBILITY

              


      

       

      Grantees
under the Plan will be such full or part-time officers and other employees,
Non-Employee Directors and key persons (including Consultants and prospective
employees) of the Company and its Subsidiaries as are selected from time to time
by the Administrator in its sole discretion.


      
        
           


        

        
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                SECTION
      5.

              	
                STOCK
      OPTIONS

              


      

       

      Any Stock
Option granted under the Plan shall be in such form as the Administrator may
from time to time approve.

       

      Stock
Options granted under the Plan may be either Incentive Stock Options or
Non-Qualified Stock Options.  Incentive Stock Options may be granted only
to employees of the Company or any Subsidiary that is a “subsidiary corporation”
within the meaning of Section 424(f) of the Code.  To the extent that
any Option does not qualify as an Incentive Stock Option, it shall be deemed a
Non-Qualified Stock Option.

       

      Stock
Options granted pursuant to this Section 5 shall be subject to the
following terms and conditions and shall contain such additional terms and
conditions, not inconsistent with the terms of the Plan, as the Administrator
shall deem desirable.  If the Administrator so determines, Stock Options
may be granted in lieu of cash compensation at the optionee’s election, subject
to such terms and conditions as the Administrator may establish.

       

      (a)         Exercise Price. 
The exercise price per share for the Stock covered by a Stock Option granted
pursuant to this Section 5 shall be determined by the Administrator at the
time of grant but shall not be less than 100 percent of the Fair Market Value on
the date of grant.  In the case of an Incentive Stock Option that is
granted to a Ten Percent Owner, the option price of such Incentive Stock Option
shall be not less than 110 percent of the Fair Market Value on the grant
date.

       

      (b)         Option Term. 
The term of each Stock Option shall be fixed by the Administrator, but no Stock
Option shall be exercisable more than ten years after the date the Stock Option
is granted.  In the case of an Incentive Stock Option that is granted to a
Ten Percent Owner, the term of such Stock Option shall be no more than five
years from the date of grant.

       

      (c)         Exercisability; Rights of a
Stockholder.  Stock Options shall become exercisable at such time or
times, whether or not in installments, as shall be determined by the
Administrator at or after the grant date.  The Administrator may at any
time accelerate the exercisability of all or any portion of any Stock
Option.  An optionee shall have the rights of a stockholder only as to
shares acquired upon the exercise of a Stock Option and not as to unexercised
Stock Options.

       

      (d)        Method of
Exercise.  Stock Options may be exercised in whole or in part, by
giving written or electronic notice of exercise to the Company, specifying the
number of shares to be purchased.  Payment of the purchase price may be
made by one or more of the following methods to the extent provided in the
Option Award Certificate:

       

      (i)           In
cash, by certified or bank check or other instrument acceptable to the
Administrator;

       

      (ii)          Through
the delivery (or attestation to the ownership) of shares of Stock that have been
purchased by the optionee on the open market or that have been beneficially
owned by the optionee for at least six months and that are not then subject to
restrictions under any Company plan.  Such surrendered shares shall be
valued at Fair Market Value on the exercise date;


      
        
           


        

        
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      (iii)         By
the optionee delivering to the Company a properly executed exercise notice
together with irrevocable instructions to a broker to promptly deliver to the
Company cash or a check payable and acceptable to the Company for the purchase
price; provided that in the event the optionee chooses to pay the purchase price
as so provided, the optionee and the broker shall comply with such procedures
and enter into such agreements of indemnity and other agreements as the
Administrator shall prescribe as a condition of such payment procedure;
or

       

      (iv)        With
respect to Stock Options that are not Incentive Stock Options, by a “net
exercise” arrangement pursuant to which the Company will reduce the number of
shares of Stock issuable upon exercise by the largest whole number of shares
with a Fair Market Value that does not exceed the aggregate exercise
price.

       

      Payment
instruments will be received subject to collection.  The transfer to the
optionee on the records of the Company or of the transfer agent of the shares of
Stock to be purchased pursuant to the exercise of a Stock Option will be
contingent upon receipt from the optionee (or a purchaser acting in his stead in
accordance with the provisions of the Stock Option) by the Company of the full
purchase price for such shares and the fulfillment of any other requirements
contained in the Option Award Certificate or applicable provisions of laws
(including the satisfaction of any withholding taxes that the Company is
obligated to withhold with respect to the optionee).  In the event an
optionee chooses to pay the purchase price by previously-owned shares of Stock
through the attestation method, the number of shares of Stock transferred to the
optionee upon the exercise of the Stock Option shall be net of the number of
attested shares.  In the event that the Company establishes, for itself or
using the services of a third party, an automated system for the exercise of
Stock Options, such as a system using an internet website or interactive voice
response, then the paperless exercise of Stock Options may be permitted through
the use of such an automated system.

       

      (e)         Annual Limit on Incentive
Stock Options.  To the extent required for “incentive stock option”
treatment under Section 422 of the Code, the aggregate Fair Market Value
(determined as of the time of grant) of the shares of Stock with respect to
which Incentive Stock Options granted under this Plan and any other plan of the
Company or its parent and subsidiary corporations become exercisable for the
first time by an optionee during any calendar year shall not exceed
$100,000.  To the extent that any Stock Option exceeds this limit, it shall
constitute a Non-Qualified Stock Option.

       

      
        	
                SECTION
      6.

              	
                STOCK APPRECIATION
      RIGHTS

              


      

       

      (a)         Exercise Price of Stock
Appreciation Rights.  The exercise price of a Stock Appreciation
Right shall not be less than 100 percent of the Fair Market Value of the Stock
on the date of grant.

       

      (b)         Grant and Exercise of Stock
Appreciation Rights.  Stock Appreciation Rights may be granted by
the Administrator independently of any Stock Option granted pursuant to
Section 5 of the Plan.


      
        
           


        

        
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      (c)         Terms and Conditions of
Stock Appreciation Rights.  Stock Appreciation Rights shall be
subject to such terms and conditions as shall be determined from time to time by
the Administrator.  The term of a Stock Appreciation Right may not exceed
ten years.

       

      
        	
                SECTION
      7.

              	
                RESTRICTED STOCK
      AWARDS

              


      

       

      (a)         Nature of Restricted Stock
Awards.  The Administrator shall determine the restrictions and
conditions applicable to each Restricted Stock Award at the time of grant. 
Conditions may be based on continuing employment (or other service relationship)
and/or achievement of pre-established performance goals and objectives. 
The terms and conditions of each such Award Certificate shall be determined by
the Administrator, and such terms and conditions may differ among individual
Awards and grantees.

       

      (b)        Rights as a
Stockholder.  Upon the grant of the Restricted Stock Award and
payment of any applicable purchase price, a grantee shall have the rights of a
stockholder with respect to the voting of the Restricted Stock, subject to such
conditions contained in the Restricted Stock Award Certificate.  Unless the
Administrator shall otherwise determine, (i) uncertificated Restricted Stock
shall be accompanied by a notation on the records of the Company or the transfer
agent to the effect that they are subject to forfeiture until such Restricted
Stock are vested as provided in Section 7(d) below, and (ii) certificated
Restricted Stock shall remain in the possession of the Company until such
Restricted Stock is vested as provided in Section 7(d) below, and the
grantee shall be required, as a condition of the grant, to deliver to the
Company such instruments of transfer as the Administrator may
prescribe.

       

      (c)         Restrictions. 
Restricted Stock may not be sold, assigned, transferred, pledged or otherwise
encumbered or disposed of except as specifically provided herein or in the
Restricted Stock Award Certificate.  Except as may otherwise be provided by
the Administrator either in the Award Certificate or, subject to Section 18
below, in writing after the Award is issued, if a grantee’s employment (or other
service relationship) with the Company and its Subsidiaries terminates for any
reason, any Restricted Stock that has not vested at the time of termination
shall automatically and without any requirement of notice to such grantee from
or other action by or on behalf of, the Company be deemed to have been
reacquired by the Company at its original purchase price (if any) from such
grantee or such grantee’s legal representative simultaneously with such
termination of employment (or other service relationship), and thereafter shall
cease to represent any ownership of the Company by the grantee or rights of the
grantee as a stockholder.  Following such deemed reacquisition of unvested
Restricted Stock that are represented by physical certificates, a grantee shall
surrender such certificates to the Company upon request without
consideration.

       

      (d)        Vesting of Restricted
Stock.  The Administrator at the time of grant shall specify the
date or dates and/or the attainment of pre-established performance goals,
objectives and other conditions on which the non-transferability of the
Restricted Stock and the Company’s right of repurchase or forfeiture shall
lapse.  Subsequent to such date or dates and/or the attainment of such
pre-established performance goals, objectives and other conditions, the shares
on which all restrictions have lapsed shall no longer be Restricted Stock and
shall be deemed “vested.”  Except as may otherwise be provided by the
Administrator either in the Award Certificate or, subject to Section 18
below, in writing after the Award is issued, a grantee’s rights in any shares of
Restricted Stock that have not vested shall automatically terminate upon the
grantee’s termination of employment (or other service relationship) with the
Company and its Subsidiaries and such shares shall be subject to the provisions
of Section 7(c) above.


      
        
           


        

        
          10

          
            

          

        

        
           


        

      


      
        	
                SECTION
      8.

              	
                RESTRICTED STOCK
      UNITS

              


      

       

      (a)         Nature of Restricted Stock
Units.   The Administrator shall determine the restrictions and
conditions applicable to each Restricted Stock Unit at the time of grant. 
Conditions may be based on continuing employment (or other service relationship)
and/or achievement of pre-established performance goals and objectives. 
The terms and conditions of each such Award Certificate shall be determined by
the Administrator, and such terms and conditions may differ among individual
Awards and grantees.  At the end of the deferral period, the Restricted
Stock Units, to the extent vested, shall be settled in the form of shares of
Stock.  To the extent that an award of Restricted Stock Units is subject to
Section 409A, it may contain such additional terms and conditions as the
Administrator shall determine in its sole discretion in order for such Award to
comply with the requirements of Section 409A.

       

      (b)        Election to Receive
Restricted Stock Units in Lieu of Compensation.  The Administrator
may, in its sole discretion, permit a grantee to elect to receive a portion of
future cash compensation otherwise due to such grantee in the form of an award
of Restricted Stock Units.  Any such election shall be made in writing and
shall be delivered to the Company no later than the date specified by the
Administrator and in accordance with Section 409A and such other rules and
procedures established by the Administrator.  Any such future cash
compensation that the grantee elects to defer shall be converted to a fixed
number of Restricted Stock Units based on the Fair Market Value of Stock on the
date the compensation would otherwise have been paid to the grantee if such
payment had not been deferred as provided herein.  The Administrator shall
have the sole right to determine whether and under what circumstances to permit
such elections and to impose such limitations and other terms and conditions
thereon as the Administrator deems appropriate.  Any Restricted Stock Units
that are elected to be received in lieu of cash compensation shall be fully
vested, unless otherwise provided in the Award Certificate.

       

      (c)         Rights as a
Stockholder.  A grantee shall have the rights as a stockholder only
as to shares of Stock acquired by the grantee upon settlement of Restricted
Stock Units; provided, however, that the grantee may be credited with Dividend
Equivalent Rights with respect to the phantom stock units underlying his
Restricted Stock Units, subject to such terms and conditions as the
Administrator may determine.

       

      (d)        Termination. 
Except as may otherwise be provided by the Administrator either in the Award
Certificate or, subject to Section 18 below, in writing after the Award is
issued, a grantee’s right in all Restricted Stock Units that have not vested
shall automatically terminate upon the grantee’s termination of employment (or
cessation of service relationship) with the Company and its Subsidiaries for any
reason.

       

      
        	
                SECTION
      9.

              	
                UNRESTRICTED STOCK
      AWARDS

              


      

       

      Grant or Sale of
Unrestricted Stock.  The Administrator may, in its sole discretion,
grant (or sell at par value or such higher purchase price determined by the
Administrator) an Unrestricted Stock Award under the Plan.  Unrestricted
Stock Awards may be granted in respect of past services or other valid
consideration, or in lieu of cash compensation due to such
grantee.


      
        
           


        

        
          11

          
            

          

        

        
           


        

      


      
        	
                SECTION
      10.

              	
                CASH-BASED
      AWARDS

              


      

       

      Grant of Cash-Based
Awards.  The Administrator may, in its sole discretion, grant
Cash-Based Awards to any grantee in such number or amount and upon such terms,
and subject to such conditions, as the Administrator shall determine at the time
of grant.  The Administrator shall determine the maximum duration of the
Cash-Based Award, the amount of cash to which the Cash-Based Award pertains, the
conditions upon which the Cash-Based Award shall become vested or payable, and
such other provisions as the Administrator shall determine.  Each
Cash-Based Award shall specify a cash-denominated payment amount, formula or
payment ranges as determined by the Administrator.  Payment, if any, with
respect to a Cash-Based Award shall be made in accordance with the terms of the
Award and may be made in cash or in shares of Stock, as the Administrator
determines.

       

      
        	
                SECTION
      11.

              	
                PERFORMANCE SHARE
      AWARDS

              


      

       

      (a)         Nature of Performance Share
Awards.  The Administrator may, in its sole discretion, grant
Performance Share Awards independent of, or in connection with, the granting of
any other Award under the Plan.  The Administrator shall determine whether
and to whom Performance Share Awards shall be granted, the Performance Goals,
the periods during which performance is to be measured, and such other
limitations and conditions as the Administrator shall determine.

       

      (b)        Rights as a
Stockholder.  A grantee receiving a Performance Share Award shall
have the rights of a stockholder only as to shares actually received by the
grantee under the Plan and not with respect to shares subject to the Award but
not actually received by the grantee.  A grantee shall be entitled to
receive shares of Stock under a Performance Share Award only upon satisfaction
of all conditions specified in the Performance Share Award Certificate (or in a
performance plan adopted by the Administrator).

       

      (c)         Termination. 
Except as may otherwise be provided by the Administrator either in the Award
agreement or, subject to Section 18 below, in writing after the Award is
issued, a grantee’s rights in all Performance Share Awards shall automatically
terminate upon the grantee’s termination of employment (or cessation of service
relationship) with the Company and its Subsidiaries for any reason.

       

      
        	
                SECTION
      12.

              	
                PERFORMANCE-BASED
      AWARDS TO COVERED EMPLOYEES

              


      

       

      (a)         Performance-Based
Awards.  Any employee or other key person providing services to the
Company and who is selected by the Administrator may be granted one or more
Performance-Based Awards in the form of a Restricted Stock Award, Restricted
Stock Units, Performance Share Awards or Cash-Based Award payable upon the
attainment of Performance Goals that are established by the Administrator and
relate to one or more of the Performance Criteria, in each case on a specified
date or dates or over any period or periods determined by the
Administrator.  The Administrator shall define in an objective fashion the
manner of calculating the Performance Criteria it selects to use for any
Performance Cycle.  Depending on the Performance Criteria used to establish
such Performance Goals, the Performance Goals may be expressed in terms of
overall Company performance or the performance of a division, business unit, or
an individual.  The Administrator, in its discretion, may adjust or modify
the calculation of Performance Goals for such Performance Cycle in order to
prevent the dilution or enlargement of the rights of an individual (i) in the
event of, or in anticipation of, any unusual or extraordinary corporate item,
transaction, event or development, (ii) in recognition of, or in anticipation
of, any other unusual or nonrecurring events affecting the Company, or the
financial statements of the Company, or (iii) in response to, or in anticipation
of, changes in applicable laws, regulations, accounting principles, or business
conditions provided however, that the Administrator may not exercise such
discretion in a manner that would increase the Performance-Based Award granted
to a Covered Employee.  Each Performance-Based Award shall comply with the
provisions set forth below.


      
        
           


        

        
          12

          
            

          

        

        
           


        

      


      (b)        Grant of Performance-Based
Awards.  With respect to each Performance-Based Award granted to a
Covered Employee, the Administrator shall select, within the first 90 days of a
Performance Cycle (or, if shorter, within the maximum period allowed under
Section 162(m) of the Code) the Performance Criteria for such grant, and
the Performance Goals with respect to each Performance Criterion (including a
threshold level of performance below which no amount will become payable with
respect to such Award).  Each Performance-Based Award will specify the
amount payable, or the formula for determining the amount payable, upon
achievement of the various applicable performance targets.  The Performance
Criteria established by the Administrator may be (but need not be) different for
each Performance Cycle and different Performance Goals may be applicable to
Performance-Based Awards to different Covered Employees.

       

      (c)         Payment of Performance-Based
Awards.  Following the completion of a Performance Cycle, the
Administrator shall meet to review and certify in writing whether, and to what
extent, the Performance Goals for the Performance Cycle have been achieved and,
if so, to also calculate and certify in writing the amount of the
Performance-Based Awards earned for the Performance Cycle.  The
Administrator shall then determine the actual size of each Covered Employee’s
Performance-Based Award, and, in doing so, may reduce or eliminate the amount of
the Performance-Based Award for a Covered Employee if, in its sole judgment,
such reduction or elimination is appropriate.

       

      (d)        Maximum Award
Payable.  The maximum Performance-Based Award payable to any one
Covered Employee under the Plan for a Performance Cycle is up to 50% of the
Initial Limit (subject to adjustment as provided in Section 3(b) hereof) or
$500,000 in the case of a Performance-Based Award that is a Cash-Based
Award.

       

      
        	
                SECTION
      13.

              	
                DIVIDEND EQUIVALENT
      RIGHTS

              


      

       

      (a)         Dividend Equivalent
Rights.  A Dividend Equivalent Right may be granted hereunder to any
grantee as a component of an award of Restricted Stock Units, Restricted Stock
Award or Performance Share Award or as a freestanding award.  The terms and
conditions of Dividend Equivalent Rights shall be specified in the Award
Certificate.  Dividend equivalents credited to the holder of a Dividend
Equivalent Right may be paid currently or may be deemed to be reinvested in
additional shares of Stock, which may thereafter accrue additional
equivalents.  Any such reinvestment shall be at Fair Market Value on the
date of reinvestment or such other price as may then apply under a dividend
reinvestment plan sponsored by the Company, if any.  Dividend Equivalent
Rights may be settled in cash or shares of Stock or a combination thereof, in a
single installment or installments.  A Dividend Equivalent Right granted as
a component of an award of Restricted Stock Units, Restricted Stock Award or
Performance Share Award may provide that such Dividend Equivalent Right shall be
settled upon settlement or payment of, or lapse of restrictions on, such other
Award, and that such Dividend Equivalent Right shall expire or be forfeited or
annulled under the same conditions as such other Award.  A Dividend
Equivalent Right granted as a component of a Restricted Stock Units, Restricted
Stock Award or Performance Share Award may also contain terms and conditions
different from such other Award.


      
        
           


        

        
          13

          
            

          

        

        
           


        

      


      (b)        Interest
Equivalents.  Any Award under this Plan that is settled in whole or
in part in cash on a deferred basis may provide in the grant for interest
equivalents to be credited with respect to such cash payment.  Interest
equivalents may be compounded and shall be paid upon such terms and conditions
as may be specified by the grant.

       

      (c)         Termination. 
Except as may otherwise be provided by the Administrator either in the Award
Certificate or, subject to Section 18 below, in writing after the Award is
issued, a grantee’s rights in all Dividend Equivalent Rights or interest
equivalents granted as a component of an award of Restricted Stock Units,
Restricted Stock Award or Performance Share Award that has not vested shall
automatically terminate upon the grantee’s termination of employment (or
cessation of service relationship) with the Company and its Subsidiaries for any
reason.

       

      
        	
                SECTION
      14.

              	
                TRANSFERABILITY OF
      AWARDS

              


      

       

      (a)         Transferability. 
Except as provided in Section 14(b) below, during a grantee’s lifetime, his
or her Awards shall be exercisable only by the grantee, or by the grantee’s
legal representative or guardian in the event of the grantee’s incapacity. 
No Awards shall be sold, assigned, transferred or otherwise encumbered or
disposed of by a grantee other than by will or by the laws of descent and
distribution or pursuant to a domestic relations order.  No Awards shall be
subject, in whole or in part, to attachment, execution, or levy of any kind, and
any purported transfer in violation hereof shall be null and void.

       

      (b)        Administrator
Action.  Notwithstanding Section 14(a), the Administrator, in
its discretion, may provide either in the Award Certificate regarding a given
Award or by subsequent written approval that the grantee (who is an employee or
director) may transfer his or her Awards (other than any Incentive Stock Options
or Restricted Stock Units) to his or her immediate family members, to trusts for
the benefit of such family members, or to partnerships in which such family
members are the only partners, provided that the transferee agrees in writing
with the Company to be bound by all of the terms and conditions of this Plan and
the applicable Award.  In no event may an Award be transferred by a grantee
for value.

       

      (c)         Family Member. 
For purposes of Section 14(b), “family member” shall mean a grantee’s
child, stepchild, grandchild, parent, stepparent, grandparent, spouse, former
spouse, sibling, niece, nephew, mother-in-law, father-in-law, son-in-law,
daughter-in-law, brother-in-law, or sister-in-law, including adoptive
relationships, any person sharing the grantee’s household (other than a tenant
of the grantee), a trust in which these persons (or the grantee) have more than
50 percent of the beneficial interest, a foundation in which these persons (or
the grantee) control the management of assets, and any other entity in which
these persons (or the grantee) own more than 50 percent of the voting
interests.


      
        
           


        

        
          14

          
            

          

        

        
           


        

      


      (d)        Designation of
Beneficiary.  Each grantee to whom an Award has been made under the
Plan may designate a beneficiary or beneficiaries to exercise any Award or
receive any payment under any Award payable on or after the grantee’s
death.  Any such designation shall be on a form provided for that purpose
by the Administrator and shall not be effective until received by the
Administrator.  If no beneficiary has been designated by a deceased
grantee, or if the designated beneficiaries have predeceased the grantee, the
beneficiary shall be the grantee’s estate.

       

      
        	
                SECTION
      15.

              	
                TAX
      WITHHOLDING

              


      

       

      (a)         Payment by
Grantee.  Each grantee shall, no later than the date as of which the
value of an Award or of any Stock or other amounts received thereunder first
becomes includable in the gross income of the grantee for Federal income tax
purposes, pay to the Company, or make arrangements satisfactory to the
Administrator regarding payment of, any Federal, state, or local taxes of any
kind required by law to be withheld by the Company with respect to such
income.  The Company and its Subsidiaries shall, to the extent permitted by
law, have the right to deduct any such taxes from any payment of any kind
otherwise due to the grantee.  The Company’s obligation to deliver evidence
of book entry (or stock certificates) to any grantee is subject to and
conditioned on tax withholding obligations being satisfied by the
grantee.

       

      (b)        Payment in
Stock.  Subject to approval by the Administrator, a grantee may
elect to have the Company’s minimum required tax withholding obligation
satisfied, in whole or in part, by authorizing the Company to withhold from
shares of Stock to be issued pursuant to any Award a number of shares with an
aggregate Fair Market Value (as of the date the withholding is effected) that
would satisfy the withholding amount due.

       

      
        	
                SECTION
      16.

              	
                SECTION 409A
      AWARDS

              


      

       

      To the
extent that any Award is determined to constitute “nonqualified deferred
compensation” within the meaning of Section 409A (a “409A Award”), the Award
shall be subject to such additional rules and requirements as specified by the
Administrator from time to time in order to comply with Section 409A.  In
this regard, if any amount under a 409A Award is payable upon a “separation from
service” (within the meaning of Section 409A) to a grantee who is then
considered a “specified employee” (within the meaning of Section 409A), then no
such payment shall be made prior to the date that is the earlier of (i) six
months and one day after the grantee’s separation from service, or (ii) the
grantee’s death, but only to the extent such delay is necessary to prevent such
payment from being subject to interest, penalties and/or additional tax imposed
pursuant to Section 409A.  Further, the settlement of any such Award may
not be accelerated except to the extent permitted by Section
409A.


      
        
           


        

        
          15

          
            

          

        

        
           


        

      


      
        	
                SECTION
      17.

              	
                TRANSFER, LEAVE OF
      ABSENCE, ETC.

              


      

       

      For
purposes of the Plan, the following events shall not be deemed a termination of
employment:

       

      (a)         a
transfer to the employment of the Company from a Subsidiary or from the Company
to a Subsidiary, or from one Subsidiary to another; or

       

      (b)        an
approved leave of absence for military service or sickness, or for any other
purpose approved by the Company, if the employee’s right to re-employment is
guaranteed either by a statute or by contract or under the policy pursuant to
which the leave of absence was granted or if the Administrator otherwise so
provides in writing.

       

      
        	
                SECTION
      18.

              	
                AMENDMENTS AND
      TERMINATION

              


      

       

      The Board
may, at any time, amend or discontinue the Plan and the Administrator may, at
any time, amend or cancel any outstanding Award for the purpose of satisfying
changes in law or for any other lawful purpose, but no such action shall
adversely affect rights under any outstanding Award without the holder’s
consent.  The Administrator is specifically authorized to exercise its
discretion to reduce the exercise price of outstanding Stock Options or Stock
Appreciation Rights or effect the repricing through cancellation and
re-grants.  To the extent required under the rules of any securities
exchange or market system on which the Stock is listed, to the extent determined
by the Administrator to be required by the Code to ensure that Incentive Stock
Options granted under the Plan are qualified under Section 422 of the Code,
or to ensure that compensation earned under Awards qualifies as
performance-based compensation under Section 162(m) of the Code, Plan
amendments shall be subject to approval by the Company stockholders entitled to
vote at a meeting of stockholders.  Nothing in this Section 18 shall
limit the Administrator’s authority to take any action permitted pursuant to
Section 3(b) or 3(c).

       

      
        	
                SECTION
      19.

              	
                STATUS OF
      PLAN

              


      

       

      With
respect to the portion of any Award that has not been exercised and any payments
in cash, Stock or other consideration not received by a grantee, a grantee shall
have no rights greater than those of a general creditor of the Company unless
the Administrator shall otherwise expressly determine in connection with any
Award or Awards.  In its sole discretion, the Administrator may authorize
the creation of trusts or other arrangements to meet the Company’s obligations
to deliver Stock or make payments with respect to Awards hereunder, provided
that the existence of such trusts or other arrangements is consistent with the
foregoing sentence.

       

      
        	
                SECTION
      20.

              	
                GENERAL
      PROVISIONS

              


      

       

      (a)         No
Distribution.  The Administrator may require each person acquiring
Stock pursuant to an Award to represent to and agree with the Company in writing
that such person is acquiring the shares without a view to distribution
thereof.


      
        
           


        

        
          16

          
            

          

        

        
           


        

      


      (b)        Delivery of Stock
Certificates.  Stock certificates to grantees under this Plan shall
be deemed delivered for all purposes when the Company or a stock transfer agent
of the Company shall have mailed such certificates in the United States mail,
addressed to the grantee, at the grantee’s last known address on file with the
Company.  Uncertificated Stock shall be deemed delivered for all purposes
when the Company or a Stock transfer agent of the Company shall have given to
the grantee by electronic mail (with proof of receipt) or by United States mail,
addressed to the grantee, at the grantee’s last known address on file with the
Company, notice of issuance and recorded the issuance in its records (which may
include electronic “book entry” records).  Notwithstanding anything herein
to the contrary, the Company shall not be required to issue or deliver any
certificates evidencing shares of Stock pursuant to the exercise of any Award,
unless and until the Administrator has determined, with advice of counsel (to
the extent the Administrator deems such advice necessary or advisable), that the
issuance and delivery of such certificates is in compliance with all applicable
laws, regulations of governmental authorities and, if applicable, the
requirements of any exchange on which the shares of Stock are listed, quoted or
traded.  All Stock certificates delivered pursuant to the Plan shall be
subject to any stop-transfer orders and other restrictions as the Administrator
deems necessary or advisable to comply with federal, state or foreign
jurisdiction, securities or other laws, rules and quotation system on which the
Stock is listed, quoted or traded.  The Administrator may place legends on
any Stock certificate to reference restrictions applicable to the Stock. 
In addition to the terms and conditions provided herein, the Administrator may
require that an individual make such reasonable covenants, agreements, and
representations as the Administrator, in its discretion, deems necessary or
advisable in order to comply with any such laws, regulations, or
requirements.  The Administrator shall have the right to require any
individual to comply with any timing or other restrictions with respect to the
settlement or exercise of any Award, including a window-period limitation, as
may be imposed in the discretion of the Administrator.

       

      (c)         Stockholder
Rights.  Until Stock is deemed delivered in accordance with Section
20(b), no right to vote or receive dividends or any other rights of a
stockholder will exist with respect to shares of Stock to be issued in
connection with an Award, notwithstanding the exercise of a Stock Option or any
other action by the grantee with respect to an Award.

       

      (d)        Other Compensation
Arrangements; No Employment Rights.  Nothing contained in this Plan
shall prevent the Board from adopting other or additional compensation
arrangements, including trusts, and such arrangements may be either generally
applicable or applicable only in specific cases.  The adoption of this Plan
and the grant of Awards do not confer upon any employee any right to continued
employment with the Company or any Subsidiary.

       

      (e)         Trading Policy
Restrictions.  Option exercises and other Awards under the Plan
shall be subject to the Company’s insider trading policies and procedures, as in
effect from time to time.

       

      (f)         
Forfeiture of Awards
under Sarbanes-Oxley Act.  If the Company is required to prepare an
accounting restatement due to the material noncompliance of the Company, as a
result of misconduct, with any financial reporting requirement under the
securities laws, then any grantee who is one of the individuals subject to
automatic forfeiture under Section 304 of the Sarbanes-Oxley Act of 2002 shall
reimburse the Company for the amount of any Award received by such individual
under the Plan during the 12-month period following the first public issuance or
filing with the United States Securities and Exchange Commission, as the case
may be, of the financial document embodying such financial reporting
requirement.


      
        
           


        

        
          17

          
            

          

        

        
           


        

      


      
        	
                SECTION
      21.

              	
                EFFECTIVE DATE OF
      PLAN

              


      

       

      This Plan
shall become effective upon stockholder approval in accordance with applicable
state law, the Company’s bylaws and articles of incorporation, and applicable
stock exchange rules or pursuant to written consent.  No grants of Stock
Options and other Awards may be made hereunder after the tenth anniversary of
the Effective Date and no grants of Incentive Stock Options may be made
hereunder after the tenth anniversary of the date the Plan is approved by the
Board.

       

      
        	
                SECTION
      22.

              	
                GOVERNING
      LAW

              


      

       

      This Plan
and all Awards and actions taken thereunder shall be governed by, and construed
in accordance with, the laws of the State of Delaware, applied without regard to
conflict of law principles.

       

      DATE
APPROVED BY BOARD OF DIRECTORS: September 28, 2010

       

      DATE
APPROVED BY STOCKHOLDERS:  September 28, 2010


      
        
           


        

        
          18