WINNER
MEDICAL GROUP INC.

     

    2006
EQUITY INCENTIVE PLAN

     

    As
amended and restated effective October 7, 2007

     

    
      
        	
                ARTICLE
      1.

              	
                GENERAL
      PURPOSE OF PLAN; DEFINITIONS.

              


      

    

     

    1.1          Purpose. The purposes of this
2006 Equity Incentive Plan are (a) to enable the Company, and the Company’s
subsidiaries and affiliates, to attract and retain highly qualified personnel
who will contribute to the success of the Company, including the Company’s
subsidiaries and certain affiliates, and (b) to provide incentives to
participants in this 2006 Equity Incentive Plan that are linked directly to
increases in stockholder value which will therefore inure to the benefit of all
stockholders of the Company.

     

    1.2          Definitions. For purposes of
this Plan, except as otherwise defined in this Plan, capitalized terms shall
have the meanings assigned to them in this Section 1.2.

     

    “Administrator” means the
Board, any Committees or such delegates as shall be administering the Plan in
accordance with Section 2 of the Plan.

     

    “Affiliate” means any entity or
person that directly, or indirectly through one or more intermediaries,
controls, is controlled by, or is under common control with, another entity,
where “control” (including the terms “controlled by” and “under common control
with”) means the possession, directly or indirectly, of the power to cause the
direction of the management and policies of the entity, whether through the
ownership of voting securities, by contract or otherwise.

     

    “Applicable Law” means the
requirements relating to the administration of stock option and stock award
plans under U.S. federal and state laws, any stock exchange or quotation system
on which the Company has listed or submitted for quotation the Common Stock to
the extent provided under the terms of the Company's agreement with such
exchange or quotation system and, with respect to Awards subject to the laws of
any foreign jurisdiction where Awards are, or will be, granted under the Plan,
the laws of such jurisdiction.

     

    “Associated Award” shall have
the meaning assigned to the term in Section 8.2.

     

    “Award” means any award granted
under the Plan.

     

    “Award Agreement” means, with
respect to each Award, the signed written agreement between the Company and the
Participant setting forth the terms and conditions of the Award.

     

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

     

    “Cause” means (i) the
commission of any act by the Participant of a theft, embezzlement or fraud
involving the Company or any Parent, Subsidiary or Affiliate of the Company or
otherwise, (ii) the Participant’s unauthorized use, misappropriation,
destruction or diversion of any tangible or intangible asset or corporate
opportunity of the Company or an Affiliate (including, without limitation, the
Participant’s improper use or disclosure of confidential or proprietary
information), (iii) Participant’s breach of fiduciary duty to the Company
or any Parent, Subsidiary or Affiliate of the Company, or (iv) any
intentional act by the Participant which has a material detrimental effect on
the Company or an Affiliate’s reputation or business. An Award Agreement or any
employment agreement with an Eligible Recipient may further define the term
“Cause” with respect to any Award granted under the Plan to such Eligible
Recipient.

     

    “Change in Control” shall be
deemed to occur when any of the following events first occurs:

     

    (a)           the
sale, lease conveyance or other disposition of all or substantially all of the
Company’s assets to any “person” (as such term is used in Section 13(d) of the
Exchange Act), entity or group of persons acting in concert;

     

    (b)           any
person who is not currently a stockholder of the Company (or does not currently
have the right to acquire pursuant to any agreement, or upon exercise of
conversion rights, warrants, options or otherwise, securities of the Company)
becoming the “beneficial owner” (as defined in Rule 13d-3 of the Exchange Act),
directly or indirectly, of securities of the Company representing 50% or more of
the combined voting power of the Company’s then outstanding voting
securities;

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    (c)           members
of the Incumbent Board ceasing to constitute a majority of the Board without the
approval of the remaining members of the Incumbent Board; or

     

    (d)           any
merger, consolidation or other transaction of the Company with or into any other
corporation, entity or person other than a transaction in which the holders of
at least 50% of the shares of capital stock of the Company outstanding
immediately prior thereto continue to hold (either by voting securities
remaining outstanding or by their being converted into the voting securities of
the surviving entity or its controlling entity) at least 50% of the total voting
power represented by the voting securities of the Company or such surviving
entity (or its controlling entity) outstanding immediately after such
transaction.

     

    “Code” means the United States
Internal Revenue Code of 1986, as amended from time to time, or any successor
thereto.

     

    “Committee” means the
compensation committee of the Board or any other committee which the Board may
appoint to administer the Plan. To the extent necessary and desirable, the
Committee shall be composed entirely of individuals who meet the qualifications
referred to in Section 162(m) of the Code, Rule 16b-3 under the Exchange Act and
the applicable rules of Nasdaq, any stock exchange or automated quotation system
on which the Common Stock is primarily quoted or listed. If at any time or to
any extent the Committee shall not administer the Plan, then the functions of
the Committee as specified in the Plan shall be exercised by the
Board.

     

    “Common Stock” means the common
stock, with a par value $0.001 per share as of the date of adoption of the Plan
by the Board, of the Company.

     

    “Company” means Winner Medical
Group Inc., a Nevada corporation, or any successor corporation.

     

    “Control” shall have the
meaning assigned to the term in the definition of Affiliate in this Section
1.2.

     

    “Disability” means the
inability of a Participant to perform substantially his or her duties and
responsibilities to the Company or to any Parent, Subsidiary or Affiliate by
reason of a physical or mental disability or infirmity for a continuous period
of six months, as determined by the Administrator. The date of such Disability
shall be the last day of such six-month period or the date on which the
Participant submits such medical evidence, satisfactory to the Company, that the
Participant has a physical or mental disability or infirmity that will likely
prevent the Participant from performing the Participant’s work duties for a
continuous period of six months or longer, as the case may be. An Award
Agreement or any employment agreement with an Eligible Recipient may further
define the term “Disability” with respect to any Award granted under the Plan to
such Eligible Recipient.

     

    “Eligible Recipient” means an
officer, director, employee, consultant or advisor of the Company or of any
Parent, Subsidiary or Affiliate. For purposes of the Plan, the term “employee”
shall include all those individuals whose service with or for the Company and/or
any Parent, Subsidiary or Affiliate of the Company, is within the definition of
“employee” in the “Rule as to the Use of Form S-8” contained in the General
Instructions for the registration statement on Form S-8 promulgated by the
Securities and Exchange Commission.

     

    “Employee Director” means any
director of the Company who is also an employee of the Company or of any Parent,
Subsidiary or Affiliate.

     

    “Exchange Act” means the United
States Securities Exchange Act of 1934, as amended from time to
time.

     

    “Exercise Price” means the per
share price at which a holder of an Award may purchase the Shares issuable upon
exercise of such Award.

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    


    “Fair Market Value” as of a
particular date shall mean the fair market value of a share of Common Stock as
determined by the Administrator in good faith through reasonable application of
a reasonable valuation method; provided, however, that Fair
Market Value shall mean (i) if the Common Stock is listed or admitted to trade
on a national securities exchange, the closing price of the Common Stock, as
published in The Wall Street Journal, of the principal national securities
exchange on which the Common Stock is so listed or admitted to trade, on such
date, or, if there is no trading of the Common Stock on such date, then the
closing price of the Common Stock as quoted on the next preceding date on which
there was trading in such shares; (ii) if the Common Stock is not listed or
admitted to trade on a national securities exchange but is listed and quoted on
Nasdaq, the last sale price for the Common Stock on such date as reported by
Nasdaq, or, if there is no reported trading of the Common Stock on such date,
then the last sale price for the Common Stock on the next preceding date on
which there was trading in the Common Stock; (iii) if the Common Stock is not
listed or admitted to trade on a national securities exchange and is not listed
and quoted on Nasdaq, the last sale price, or, if a last sale price is not
quoted, the mean between the closing bid and asked prices for the Common Stock
on such date, in either case, as furnished by NASD; (iv) if the Common Stock is
not listed or admitted to trade on a national securities exchange, not listed
and quoted on Nasdaq and the last sale price and closing bid and asked prices
are not furnished by the NASD, the last sale price, or, if a last sale price is
not quoted, the mean between the closing bid and asked prices for the Common
Stock on such date, in either case, as furnished by the Pink Sheets, or similar
organization; (v) if the stock is not listed or admitted to trade on a national
securities exchange, not listed and quoted on Nasdaq and if the last sale price
and bid and asked prices for the Common Stock are not furnished by the NASD,
Pink Sheets or a similar organization, the value established in good faith by
the Administrator in good faith through reasonable application of a reasonable
valuation method; and (vi) in the case of a Limited Stock Appreciation Right,
the Fair Market Value of a share of Common Stock shall be the “Change in Control
Price” (as defined in the Award Agreement evidencing such Limited Stock
Appreciation Right) of a share of Common Stock as of the date of exercise.
Notwithstanding the foregoing, Fair Market Value must in all instances be
determined in accordance with Section 409A of the Code.

     

    “Family Member” means, with
respect to any Participant, any of the following:

     

    (a)           such
Participant’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, sister-in-law, including any such
person with such relationship to the Participant by adoption;

     

    (b)           any
person (other than a tenant or employee) sharing such Participant’s
household;

     

    (c)           a
trust in which the persons identified in clauses (a) and (b) above have more
than fifty percent of the beneficial interest;

     

    (d)           a
foundation in which the persons identified in clauses (a) and (b) above or the
Participant control the management of assets; or

     

    (e)           any
other entity in which the persons identified in clauses (a) and (b) above or the
Participant own more than fifty percent of the voting interest.

     

    “Incentive Stock Option” means
any Option intended to be designated as an “incentive stock option” within the
meaning of Section 422 of the Code.

     

    “Incumbent Board” means (i) all
individuals serving on the Board on the date of the initial adoption of the Plan
by the Board of Directors, to the extent that they continue to serve as members
of the Board, and (ii) all individuals who become members of the Board after the
date of the initial adoption of this Plan by the Board of Directors, if such
individuals’ election or nomination for election as directors was approved by a
vote of at least a majority of the Board prior to such election, to the extent
they continue to serve as members of the Board.

     

    “Limited Stock Appreciation
Right” means a Stock Appreciation Right that can be exercised only in the
event of a “Change in Control” (as defined in the Award Agreement evidencing
such Limited Stock Appreciation Right).

     

    “Maximum Value” shall have the
meaning assigned to the term in Section 8.2.

     

    “NASD” means the National
Association of Securities Dealers, Inc.

     

    “Nasdaq” means The Nasdaq Stock
Market, Inc.

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    “Non-Employee Director” means a
director of the Company who is not an employee of the Company or of any Parent,
Subsidiary or Affiliate.

     

    “Non-Qualified Stock Option”
means any Option that is not an Incentive Stock Option, including, but not
limited to, any Option that provides (as of the time such Option is granted)
that it will not be treated as an Incentive Stock Option.

     

    “Option” means an option to
purchase Shares granted pursuant to Article 5 of the Plan.

     

    “Parent” means any corporation
(other than the Company) in an unbroken chain of corporations ending with the
Company, if each of the corporations in the chain (other than the Company) owns
stock possessing 50% or more of the combined voting power of all classes of
stock in one of the other corporations in the chain.

     

    “Participant” means any
Eligible Recipient selected by the Administrator, pursuant to the
Administrator’s authority hereunder, to receive grants of Options, Stock
Appreciation Rights, Limited Stock Appreciation Rights, awards of Restricted
Stock, Performance Shares, other types of awards, or any combination of the
foregoing, or any person (including any estate) to whom an Award has been
assigned or transferred as permitted hereunder.

     

    “Performance Goal” means the
goals determined by the Administrator, in its discretion, to be applicable to a
Participant with respect to an Award. As determined by the Administrator, the
Performance Goals applicable to an Award may provide for a targeted level or
levels of achievement which may be based on such measure or measures of
performance, which may include, but need not be limited to, performance of the
Participant, the Company, one or more Subsidiary, Parent or Affiliate of the
Company, or one or more divisions or units thereof, or any combination of the
foregoing. The Performance Goals may differ from Participant to Participant and
from Award to Award. Any criteria used may be measured in absolute terms or
relative to industry or other indices, or a combination thereof. Such
Performance Goals shall be based on one or more of the following criteria: (i)
earnings; (ii) earnings per share; (iii) earnings growth; (iv) return on assets;
(v) return on equity; (vi) revenue; (vii) profits; (viii) profit growth; (ix)
profit-related return ratios; (x) cost management; (xi) dividend payout ratios;
(xii) market share; (xiii) economic value added; (xiv) cash flow; (xv) total
shareholder return; (xvi) book value; (xvii) stock price return; (xviii) price
earnings ratio; and (xix) operating income. The Administrator shall have the
authority to make equitable adjustments to the Performance Goals in recognition
of unusual or non-recurring events affecting the Company, or any Parent,
Subsidiary or Affiliate of the Company, or the financial statements of the
Company, or any Parent, Subsidiary or Affiliate of the Company, in response to
changes in Applicable Law, or to account for items of gain, loss or expense
determined to be extraordinary or unusual in nature or infrequent in occurrence
or related to the disposal of a segment of a business or related to a change in
accounting principles; provided, however, that (i)
to the extent required for compliance with the exclusion from the limitation on
deductibility of compensation under Section 162(m) of the Code, no adjustment
shall be made that would result in an increase in the compensation of any
Participant whose compensation is subject to the limitation on deductibility
under Section 162(m) of the Code for the applicable year; and (ii) any
adjustment either shall not cause Section 409A of the Code to apply to an Award
for which such section is not intended to apply or shall not cause an Award
which is subject to Section 409A to fail to comply with Section 409A of the
Code. The Administrator also may adjust the Performance Goals and measurements
applicable to Awards and thereby reduce the amount to be received by any
Participant pursuant to such Awards if and to the extent that the Administrator
deems it appropriate.

     

     “Performance Grant” shall have
the meaning assigned to the term in Section 8.1.

     

    “Performance Grant Actual
Value” shall have the meaning assigned to the term in Section
8.1.

     

    “Performance Grant Award
Period” shall have the meaning assigned to the term in Section
8.3.

     

    “Performance Shares” means
Shares that are subject to restrictions based upon the attainment of specified
performance objectives granted pursuant to Article 8.

     

    “Permitted Transfer” means, as
authorized by the Plan and the Administrator, with respect to an interest in a
Non-Qualified Stock Option, any transfer effected by the Participant during the
Participant’s lifetime of an interest in such Non-Qualified Stock Option but
only such transfers which are by gift or pursuant to domestic relations orders.
A permitted transfer does not include any transfer for value and neither
transfers under a domestic relations order in settlement of marital property
rights or to an entity in which more than 50% of the voting interests are owned
by Family Members or the Participant in exchange for an interest in that entity
are deemed transfers for value.


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    “Pink Sheets” means Pink
Sheets, LLC.

     

    “Plan” means this 2006 Equity
Incentive Plan, as amended from time to time.

     

    “Related Employment” means the
employment or performance of services by an individual for an employer that is
neither the Company, any Parent, Subsidiary nor Affiliate, provided that (i)
such employment or performance of services is undertaken by the individual at
the request of the Company or any Parent, Subsidiary or Affiliate, (ii)
immediately prior to undertaking such employment or performance of services, the
individual was employed by or performing services for the Company or any Parent,
Subsidiary or Affiliate or was engaged in Related Employment, and (iii) such
employment or performance of services is in the best interests of the Company
and is recognized by the Administrator, as Related Employment. The death or
Disability of an individual during a period of Related Employment shall be
treated, for purposes of this Plan, as if the death or onset of Disability had
occurred while the individual was employed by or performing services for the
Company or a Parent, Subsidiary or Affiliate.

     

    “Restricted Stock” means Shares
subject to certain restrictions granted pursuant to Article 7.

     

    “Restriction Period” means the
period of time Restricted Stock or any other Award remains subject to
restrictions imposed on the Award. Such restrictions may be based on continuous
service, the achievement of Performance Goals, the occurrence of other events as
determined by the Administrator, or a combination thereof.

     

    “Rule 16b-3” shall have the
meaning assigned to the term in Section 2.1.

     

    “Securities Act” means the
United States Securities Act of 1933, as amended from time to time.

     

    “Shares” means shares of Common
Stock reserved for issuance under or issued pursuant to the Plan, as adjusted
pursuant to Article 4, and any successor security.

     

    “Stock Appreciation Right”
means the right pursuant to an Award granted under Article 6 to receive an
amount equal to the excess, if any, of (i) the Fair Market Value, as of the date
such Stock Appreciation Right or portion thereof is surrendered, of the Shares
covered by such right or such portion thereof, over (ii) the aggregate exercise
price of such right or such portion thereof as established by the Administrator
at the time of the grant of such Award (or such other exercise price thereafter
established by the Administrator with the consent of the Participant granted
such Award where required by the Plan).

     

    “Stock Bonus” means an Award
granted pursuant to Article 9.

     

    “Subsidiary” means any
corporation (other than the Company) in an unbroken chain of corporations
beginning with the Company, if each of the corporations (other than the last
corporation) in the unbroken chain owns stock possessing 50% or more of the
total combined voting power of all classes of stock in one of the other
corporations in the chain.

     

    “Ten Percent Stockholder” shall
have the meaning assigned to the term in Section 5.4.

     

    “Termination” or “Terminated” means, for
purposes of the Plan with respect to a Participant, that such Participant has
for any reason ceased to provide services as an employee, officer, director,
consultant, independent contractor, or advisor to the Company or any Parent,
Subsidiary or Affiliate of the Company. A Participant will not be deemed to have
ceased to provide services in the case of (i) sick leave, (ii) military leave,
or (iii) any other leave of absence approved by the Administrator, provided,
that such leave is for a period of not more than three months, unless
reemployment or reinstatement upon the expiration of such leave is provided by
contract or statute. In the case of any Participant on an approved leave of
absence, the Administrator may make such provisions respecting suspension of
vesting of any Award previously granted to such Participant while such
Participant is on leave from the Company or any Parent, Subsidiary or Affiliate
of the Company as the Administrator may deem appropriate, except that in no
event may an Option be exercised after the expiration of the term set forth in
the Award Agreement with respect to such Option. The Administrator will have
sole discretion to determine (i) the effect upon an Award of any change in
the Participant’s status from an employee to a consultant, director, consultant
or advisor and (ii) whether a Participant has ceased to provide services
and the applicable Termination Date.

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    “Termination Date” means the
effective date of Termination, as determined by the Administrator.

     

    
      
        	
                ARTICLE
      2.

              	
                ADMINISTRATION.

              


      

    

     

    2.1          Administration in Accordance with
the Code and Exchange Act. The Plan shall be administered in accordance
with the requirements of Section 162(m) of the Code (but only to the extent
necessary and desirable to maintain qualification of Awards under the Plan under
Section 162(m) of the Code) and, to the extent applicable, Rule 16b-3 under the
Exchange Act (“Rule 16b-3”) or the rules of the Nasdaq, any stock exchange or
automated quotation system on which the Common Stock is primarily quoted or
listed, by the Board or, at the Board’s sole discretion, by the Committee, which
shall be appointed by the Board, and which shall serve at the pleasure of the
Board.

     

    2.2          Other
Administration.    The Board or a Committee may
delegate to an authorized officer or officers of the Company the power to
approve Awards to persons eligible to receive Awards under the Plan who are not
(A) subject to Section 16 of the Exchange Act or (B) at the time
of such approval, “covered employees” under Section 162(m) of the Code or
(C) any other executive officer.

     

    2.3          Administrator’s Powers.
Subject to the general purposes, terms and conditions of this Plan, the
Administrator will have full power to implement and carry out this Plan. The
Administrator will have the authority to:

     

    (a)           construe
and interpret this Plan, any Award Agreement and any other agreement or document
executed pursuant to this Plan (including sub-plans and Plan
addenda);

     

    (b)           prescribe,
amend and rescind rules and regulations relating to this Plan (including rules
and regulations relating to sub-plans and Plan addenda) or any
Award;

     

    (c)           select
persons to receive Awards;

     

    (d)           determine
the form. terms and conditions, not inconsistent with the terms of the Plan, of
Awards. Such terms and conditions include, but are not limited to, the exercise
and/or purchase price (if applicable), the time or times when an Award may be
exercised (which may or may not be based on performance criteria), the vesting
schedule, any vesting and/or exercisability acceleration or waiver of forfeiture
restrictions, the acceptable forms of consideration, the term, and any
restriction or limitation regarding any Award or the Shares relating thereto,
based in each case on such factors as the Administrator, in its sole discretion,
shall determine and may be established at the time an Award is granted or
thereafter;

     

    (e)           determine
the number of Shares or other consideration subject to Awards;

     

    (f)           determine
whether Awards will be granted singly, in combination with, in tandem with, in
replacement of, or as alternatives to, other Awards under this Plan or any other
incentive or compensation plan of the Company or any Parent, Subsidiary or
Affiliate of the Company;

     

    (g)           grant
waivers of Plan or Award conditions;

     

    (h)           determine
the vesting, exercisability and payment of Awards, including any vesting and/or
exercisability acceleration;

     

    (i)       
    correct any defect, supply any omission or reconcile any
inconsistency in the Plan, any Award or any Award Agreement;

     

    (j)     
      make any adjustments necessary or desirable
as a result of the granting of an Award to an Eligible Recipient located outside
the United States;

     

    (k)           determine
whether an Award has been earned;

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    (l)     
      to modify or amend each Award, including,
but not limited to, the acceleration of vesting and/or exercisability, provided,
however, that any such amendment is subject to Section 14 of the Plan and
except as set forth in that Section may not impair any outstanding Award unless
agreed to in writing by the Participant;

     

    (m)          to
authorize conversion or substitution under the Plan of any or all stock options,
stock appreciation rights or other stock awards held by service providers of an
entity acquired by the Company (the “Conversion Awards”). Any
conversion or substitution shall be effective as of the close of the merger,
acquisition or other transaction. The Conversion Awards may be Nonstatutory
Stock Options or Incentive Stock Options, as determined by the Administrator,
with respect to options granted by the acquired entity; provided, however, that
with respect to the conversion of stock appreciation rights in the acquired
entity, the Conversion Awards shall be Nonstatutory Stock Options. Unless
otherwise determined by the Administrator at the time of conversion or
substitution, all Conversion Awards shall have the same terms and conditions as
Awards generally granted by the Company under the Plan; and

     

    (n)           make
all other determinations necessary or advisable for the administration of the
Plan.

     

    2.4          Administrator’s Discretion
Final. Any determination made by the Administrator with respect to any
Award will be made in the Administrator’s sole discretion at the time of grant
of the Award or, unless in contravention of any express term of the Plan or
Award, at any later time, and such determination will be final and binding on
the Company and on all persons having an interest in any Award under the
Plan.

     

    2.5          Administrator’s Method of Acting;
Liability. The Administrator may act only by a majority of its members
then in office, except that the members thereof may authorize any one or more of
their members or any officer of the Company to execute and deliver documents or
to take any other ministerial action on behalf of the Committee with respect to
Awards made or to be made to Eligible Recipients. No member of the Administrator
and no officer of the Company shall be liable for anything done or omitted to be
done by such member or officer, by any other member of the Administrator or by
any officer of the Company in connection with the performance of duties under
the Plan, except for such member’s or officer’s own willful misconduct or as
expressly provided by law.

     

    
      	
              ARTICLE
      3.

            	
              PARTICIPATION.

            


    

     

    3.1          Affiliates. If a Parent,
Subsidiary or Affiliate of the Company wishes to participate in the Plan and its
participation shall have been approved by the Board, the board of directors or
other governing body of the Parent, Subsidiary or Affiliate, as the case may be,
shall adopt a resolution in form and substance satisfactory to the Administrator
authorizing participation by the Parent, Subsidiary or Affiliate in the Plan. A
Parent, Subsidiary or Affiliate participating in the Plan may cease to be a
participating company at any time by action of the Board or by action of the
board of directors or other governing body of such Parent, Subsidiary or
Affiliate, which latter action shall be effective not earlier than the date of
delivery to the Secretary of the Company of a certified copy of a resolution of
the Parent, Subsidiary or Affiliate’s board of directors or other governing body
taking such action. If the participation in the Plan of a Parent, Subsidiary or
Affiliate shall terminate, such termination shall not relieve the Parent,
Subsidiary or Affiliate of any obligations theretofore incurred by the Parent,
Subsidiary or Affiliate, except as may be approved by the
Administrator.

     

    3.2          Participants. Incentive Stock
Options may only be granted to employees within the meaning of Section 422 of
the Code and the regulations thereunder (including officers and directors who
are also employees) of the Company, or any Parent or Subsidiary of the Company.
All other Awards may be granted to employees, officers, directors, consultants,
independent contractors and advisors of the Company or any Parent, Subsidiary or
Affiliate of the Company; provided, that such
consultants, contractors and advisors render bona fide services to the Company
or such Parent, Subsidiary or Affiliate of the Company not in connection with
the offer and sale of securities in a capital-raising transaction. An Eligible
Recipient may be granted more than one Award under the Plan.

     

    
      	
              ARTICLE
      4.

            	
              AWARDS
      UNDER THE PLAN.

            


    

     

    4.1          Types of Awards. Awards under
the Plan may include, but need not be limited to, one or more of the following
types, either alone or in any combination thereof:

     

    (a)           Options;

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    (b)           Stock
Appreciation Rights;

     

    (c)           Restricted
Stock;

     

    (d)           Performance
Grants;

     

    (e)           Stock
Bonuses; and

     

    (f)           any
other type of Award deemed by the Committee to be consistent with the purposes
of the Plan (including, but not limited to, Awards of, or options or similar
rights granted with respect to, unbundled stock units or components thereof, and
Awards to be made to participants who are foreign nationals or are employed or
performing services outside the United States).

     

    The
Administrator may only award or grant those Awards that either comply with the
applicable requirements of Section 409A of the Code, or do not result in the
deferral of compensation within the meaning of Section 409A of the
Code.

     

    4.2          Number of Shares Available Under the
Plan. Subject to Section 4.4, the total number of Shares reserved and
available for grant and issuance pursuant to the Plan will be 5,000,000. To the
extent that any Award payable in Shares is forfeited, canceled, returned to the
Company for failure to satisfy vesting requirements or upon the occurrence of
other forfeiture events, or otherwise terminates without payment being made
thereunder, the Shares covered by such Award will no longer be charged against
the foregoing 5,000,000 Share maximum limitation and may again be made subject
to Award(s) under the Plan.

     

    Shares
may consist, in whole or in part, of authorized and unissued shares or treasury
shares.

     

    The
number of Shares which are transferred to the Company by a Participant to pay
the exercise or purchase price of an Award will be subtracted from the number of
Shares issued with respect to such Award for the purpose of counting Shares used
under the Plan. Shares withheld to pay withholding taxes in connection with the
exercise or repayment of an Award will be counted as used under the Plan. In
addition, shares covered by an Award which is settled in cash will not be
counted as used under the Plan.

     

    4.3          Reservation of Shares. At all
times, the Company shall reserve and keep available a sufficient number of
Shares as shall be required to satisfy the requirements of all outstanding
Options granted under the Plan and all other outstanding but unexercised Awards
granted under the Plan.

     

    4.4          Adjustment in Number of Shares
Available Under the Plan. In the event that the number of outstanding
shares of Common Stock is changed by a stock dividend, recapitalization, stock
split, reverse stock split, subdivision, combination, reclassification or
similar change in the capital structure of the Company without consideration,
then (a) the number of Shares reserved for issuance under the Plan, (b) the
number of Shares that may be granted pursuant to the Plan, and (c) the Exercise
Prices of and number of Shares subject to outstanding Options and other Awards,
will be proportionately adjusted, subject to any required action by the Board or
the stockholders of the Company and compliance with applicable securities laws;
provided, however,
that, upon occurrence of such an event, fractions of a Share will not be issued
upon exercise of an Award but will, upon such exercise, either be replaced by a
cash payment equal to the Fair Market Value of such fraction of a Share on the
effective date of such an event or will be rounded down to the nearest whole
Share, as determined by the Administrator. Notwithstanding the foregoing, (i)
with respect to Incentive Stock Options, any such adjustment pursuant to this
Section 4.4 shall be made in a manner so as to not constitute a “modification”
within the meaning of Section 424(h) of the Code and the regulations thereunder;
and (ii) any adjustment either shall not cause Section 409A of the Code to apply
to an Award for which such section is not intended to apply or shall not cause
an Award which is subject to Section 409A to fail to comply with Section 409A of
the Code.

     

    4.5          Rights with Respect to Common Shares
and Other Securities.

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    


    (a)           Unless
otherwise determined by the Administrator, a Participant to whom an Award of
Restricted Stock has been made (and any person succeeding to such Participant’s
rights with respect to such Award pursuant to the Plan) shall have, after
issuance of a certificate or copy thereof for the number of Shares so awarded
and prior to the expiration of the Restriction Period or the earlier repurchase
of such Shares as provided in the Plan or Award Agreement with respect to such
Award of Restricted Stock, ownership of such Shares, including the right to vote
the same and to receive dividends or other distributions made or paid with
respect to such Shares (provided that such Shares, and any new, additional or
different shares, or other securities or property of the Company, or other forms
of consideration which the Participant may be entitled to receive with respect
to such Shares as a result of a stock split, stock dividend or any other change
in the corporate or capital structure of the Company, shall be subject to the
restrictions of the Plan as determined by the Administrator), subject, however,
to the options, restrictions and limitations imposed thereon pursuant to the
Plan. Notwithstanding the foregoing, unless otherwise determined by the
Administrator, a Participant with whom an Award Agreement is made to issue
Shares in the future shall have no rights as a stockholder with respect to
Shares related to such Award Agreement until a stock certificate evidencing such
Shares is issued to such Participant.

     

    (b)           Unless
otherwise determined by the Administrator, a Participant to whom a grant of
Stock Options, Stock Appreciation Rights, Performance Grants or any other Award
is made (and any person succeeding to such Participant’s rights pursuant to the
Plan) shall have no rights as a stockholder with respect to any Shares or as a
holder with respect to other securities, if any, issuable pursuant to any such
Award until the date a stock certificate evidencing such Shares or other
instrument of ownership, if any, is issued to such Participant. Except as
provided in Section 4.4, no adjustment shall be made for dividends,
distributions or other rights (whether ordinary or extraordinary, and whether in
cash, securities, other property or other forms of consideration, or any
combination thereof) for which the record date is prior to the date such stock
certificate or other instrument of ownership, if any, is issued.

     

    4.6          Limits on Awards Under the
Plan.

     

    (a)           Subject
to adjustment as provided in Section 4.4, not more than an aggregate of
5,000,000 Shares may be issued under the Plan as Incentive Stock
Options.

     

    (b)           Subject
to adjustment as provided in Section 4.4, the maximum number of shares of Common
Stock with respect to which Options, Stock Appreciation Rights, or Limited
Rights, or a combination thereof, may be granted during any calendar year to any
individual Participant shall be 1,500,000, and the maximum number of Shares with
respect to which Restricted Stock may be granted during any calendar year to any
individual Participant shall be 1,500,000. These limitations shall be applied
and construed consistently with Section 162(m) of the Code.

     

    (c)           Subject
to adjustment as provided in Section 4.4, the maximum number of shares of Common
Stock with respect to which Performance Grants may be granted during any
calendar year to any individual Participant shall be 1,500,000. This limit shall
be applied and construed consistently with Section 162(m) of the
Code.

     

    (d)           The
maximum dollar value of Performance Grants that may be awarded during any
calendar year to any individual Participant shall be equal to the value of
1,500,000 shares determined as of the first business day of the year of grant.
This limit shall be applied and construed consistently with Section 162(m) of
the Code.

     

    
      	
              ARTICLE
      5.

            	
              STOCK
      OPTIONS.

            


    

     

    5.1          Grant;
Determination of Type of Option. The Administrator may grant one or
more Options to an Eligible Recipient and will determine (a) whether each such
Option will be an Incentive Stock Option or a Non-Qualified Stock Option, (b)
the number of Shares subject to each such Option, (c) the Exercise Price of each
such Option, (d) the period during which each such Option may be exercised, and
(e) all other terms and conditions of each such Option, subject to the terms and
conditions of this Article 5. The Administrator may grant an Option either alone
or in conjunction with Stock Appreciation Rights, Performance Grants or other
Awards, either at the time of grant or by amendment
thereafter.

     

    5.2          Form of Option
Award Agreement. Each
Option granted under the Plan will be evidenced by an Award Agreement which will
expressly identify the Option as an Incentive Stock Option or a Non-Qualified
Stock Option, and will be in such form and contain such provisions (which need
not be the same for each Participant or Option) as the Administrator may from
time to time approve, and which will comply with and be subject to the terms and
conditions of the Plan.

     

    5.3          Date of Grant. The date of
grant of an Option will be the date on which the Administrator makes the
determination to grant such Option, unless otherwise specified by the
Administrator.

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    5.4          Exercise
Period. Each Option shall
be exercisable within the times or upon the occurrence of one or more events
determined by the Administrator and set forth in the Award Agreement governing
such Option; provided, however, that no Option will be exercisable
after the expiration of ten years from the date the Option is granted; and
provided,
further,
however, that no Incentive
Stock Option granted to a person who directly or by attribution owns more than
10% of the total combined voting power of all classes of stock of the Company or
of any Parent or Subsidiary of the Company (each, a “Ten Percent Stockholder”)
will be exercisable after the expiration of five years from the date such
Incentive Stock Option is granted. The Administrator also may provide for an
Option to become exercisable at one time or from time to time, periodically or
otherwise, in such number of Shares or percentage of Shares as the Administrator
determines. Unless otherwise determined by the Administrator, an Option shall be
exercisable as follows:

     

    (a)           up
to 25% of the number of Shares subject to such Option commencing on the first
anniversary of the date of grant of such Option;

     

    (b)           up
to an additional 25% of the number of Shares subject to such Option commencing
on the second anniversary of the date of grant of such Option;

     

    (c)           up
to an additional 25% of the number of Shares subject to such Option commencing
on the third anniversary of the date of grant of such Option; and

     

    (d)           up
to an additional 25% of the number of Shares subject to such Option commencing
on the fourth anniversary of the date of grant of such Option.

     

    5.5          Exercise Price. The Exercise
Price of an Option will be determined by the Administrator when the Option is
granted and may be not less than 100% of the per share Fair Market Value of the
Shares subject to such Option on the date of grant of such Option; provided, however, that the
Exercise Price of any Incentive Stock Option granted to a Ten Percent
Stockholder will not be less than 110% of the per share Fair Market Value of
such Shares on the date of such grant. Payment for the Shares purchased shall be
made in accordance with Article 10 of the Plan.

     

    5.6          Method of Exercise. An Option
may be exercised only by delivery to the Company of an irrevocable written
exercise notice (a) identifying the Option being exercised, (b) stating the
number of Shares being purchased, (c) providing any other matters required by
the Award Agreement with respect to such Option, and (d) containing such
representations and agreements regarding Participant’s investment intent and
access to information and other matters, if any, as may be required or desirable
by the Company to comply with Applicable Law. Such exercise notice shall be
accompanied by payment in full of the Exercise Price for the number of Shares
being purchased in accordance with Article 10 and the executed Award Agreement
with respect to such Option.

     

    5.7          Termination. Unless otherwise
provided in an Award Agreement, exercise of Options shall be subject to the
following:

     

    (a)           If
the Participant is Terminated for any reason except death or Disability, then
the Participant may exercise each of such Participant’s Options (i) only to the
extent that such Options would have been exercisable on the Termination Date and
(ii) no later than three months after the Termination Date, but in any event, no
later than the original expiration date of such Option;

     

    (b)           If
the Participant is Terminated because of Participant’s death or Disability (or
the Participant dies within three months after a Termination other than for
Cause or because of Participant’s Disability), then each of such Participant’s
Options (i) may be exercised only to the extent that such Option would have been
exercisable by Participant on the Termination Date and (ii) must be exercised by
Participant (or Participant’s legal representative or authorized assignee) no
later than twelve months after the Termination Date, but in any event no later
than the original expiration date of such Option.

     

    (c)           Notwithstanding
the provisions in paragraphs 5.7(a) and 5.7(b), if a Participant is terminated
for Cause, neither the Participant, the Participant’s estate nor such other
person who may then hold an Option shall be entitled to exercise such Option
whatsoever, whether or not, after the Termination Date, the Participant may
receive payment from the Company or any Parent, Subsidiary or Affiliate of the
Company for vacation pay, for services rendered prior to the Termination Date,
for services rendered for the day on which Termination occurs, for salary in
lieu of notice, for severance or for any other benefits; provided, however, in making
such a determination, the Administrator shall give the Participant an
opportunity to present to the Administrator evidence on Participant’s behalf
that the provisions of this paragraph 5.7(c) should not apply and, in the
alternative, paragraph 5.7(a) or 5.7(b) shall apply; provided, further, however, that, for the
purpose of this paragraph 5.7(c), Termination shall be deemed to occur on the
date when the Company dispatches notice or advice to the Participant that such
Participant is Terminated.


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    5.8          Limitations on Exercise. The
Administrator may specify a reasonable minimum number of Shares that may be
purchased on any exercise of an Option, provided, that such minimum
number will not prevent Participant from exercising the Option for the full
number of Shares for which the Option is then exercisable.

     

    5.9          Limitations on Incentive Stock
Options. The aggregate Fair Market Value (as determined as of the date of
grant) of Shares with respect to which an Incentive Stock Option are exercisable
for the first time by a Participant during any calendar year (under the Plan or
under any other incentive stock option plan of the Company, and any Parent,
Subsidiary and Affiliate of the Company) will not exceed $100,000. This $100,000
limitation shall be applied by taking Options into account in the order in which
granted. An Incentive Stock Option shall be deemed to be a Non-Qualified Stock
Option to the extent that the foregoing $100,000 limitation is exceeded. In the
event that the Code or the regulations promulgated thereunder are amended after
the effective date of the Plan to provide for a different limit on the Fair
Market Value of Shares permitted to be subject to Incentive Stock Options, such
different limit will be automatically incorporated herein and will apply to any
Options granted after the effective date of such amendment.

     

    5.10        Modification, Extension or
Renewal. The Administrator may modify, extend or renew any outstanding
Option and authorize the grant of one or more new Options in substitution
therefor; provided that
(i) any such action may not, without the written consent of a Participant,
impair any of such Participant’s rights under any Option previously granted; and
(ii) the Administrator shall consider the impact of Section 409A of the Code on
any such modification, extension, renewal, or substitution. Any outstanding
Incentive Stock Option that is modified, extended, renewed or otherwise altered
will be treated in accordance with Section 424(h) and other applicable
provisions of the Code.

     

    5.11        No Disqualification.
Notwithstanding any other provision in the Plan, no term of the Plan relating to
an Incentive Stock Option will be interpreted, amended or altered, nor will any
discretion or authority granted under the Plan be exercised, so as to disqualify
the Plan under Section 422 of the Code or, without the consent of the
Participant affected, to disqualify any Incentive Stock Option under Section 422
of the Code.

     

    5.12        Prohibition Against Transfer.
No Option may be sold, assigned, transferred, pledged, hypothecated or otherwise
disposed of, except by will or the laws of descent and distribution or pursuant
to a domestic relations order, and a Participant’s Option shall be exercisable
during such Participant’s lifetime only by such Participant or such person
receiving such Option pursuant to a domestic relations order.

     

    
      	
              ARTICLE
      6.

            	
              STOCK
      APPRECIATION RIGHTS.

            


    

     

    6.1          Grant of Stock Appreciation
Rights.

     

    (a)           The
Administrator may grant Stock Appreciation Rights either alone, or in
conjunction with the grant of an Option, Performance Grant or other Award,
either at the time of grant or by amendment thereafter. Each Award of Stock
Appreciation Rights granted under the Plan shall be evidenced by an instrument
in such form as the Administrator shall prescribe from time to time in
accordance with the Plan and shall comply with the following terms and
conditions, and with such other terms and conditions, including, but not limited
to, restrictions upon the Award of Stock Appreciation Rights or the Shares
issuable upon exercise thereof, as the Administrator shall
establish.

     

    (b)           The
Administrator shall determine the number of Shares to be subject to each Award
of Stock Appreciation Rights. The number of Shares subject to an outstanding
Award of Stock Appreciation Rights may be reduced on a share-for-share or other
appropriate basis, as determined by the Administrator, to the extent that Shares
under such Award of Stock Appreciation Rights are used to calculate the cash,
Shares, or other securities or property of the Company, or other forms of
payment, or any combination thereof, received pursuant to exercise of an Option
attached to such Award of Stock Appreciation Rights, or to the extent that any
other Award granted in conjunction with such Award of Stock Appreciation Rights
is paid.

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    6.2          Prohibition Against Transfer.
No Award of Stock Appreciation Rights may be sold, assigned, transferred,
pledged, hypothecated or otherwise disposed of, except by will or the laws of
the descent and distribution or pursuant to a domestic relations order, and
Stock Appreciation Rights Awarded to a Participant shall be exercisable during
such Participant’s lifetime only by such Participant or such person receiving
such Stock Appreciation Rights pursuant to a domestic relations order. Unless
the Administrator determines otherwise, the Award of Stock Appreciation Rights
to a Participant shall not be exercisable for at least six months after the date
of grant, unless such Participant is Terminated before the expiration of such
six-month period by reason of such Participant’s Disability or
death.

     

    6.3          Exercise. The Award of Stock
Appreciation Rights shall not be exercisable:

     

    (a)           in
the case of any Award of Stock Appreciation Rights that are attached to an
Incentive Stock Option granted to a Ten Percent Employee, after the expiration
of five years from the date such Incentive Stock Option is granted, and, in the
case of any other Award of Stock Appreciation Rights, after the expiration of
ten years from the date of such Award. Any Award of Stock Appreciation Rights
may be exercised during such period only at such time or times and in such
installments as the Administrator may establish;

     

    (b)           unless
the Option or other Award to which the Award of Stock Appreciation Rights is
attached is at the time exercisable; and

     

    (c)           unless
the Participant exercising the Award of Stock Appreciation Rights has been, at
all times during the period beginning with the date of the grant thereof and
ending on the date of such exercise, employed by or otherwise performing
services for the Company or any Parent, Subsidiary or Affiliate of the Company,
except that

     

    (i)      
     in the case of any Award of Stock Appreciation
Rights (other than those attached to an Incentive Stock Option), if such
Participant is Terminated solely by reason of a period of Related Employment,
the Participant may, during such period of Related Employment, exercise the
Award of Stock Appreciation Rights as if such Participant had not been
Terminated;

     

    (ii)           if
such Participant is Terminated by reason of such Participant’s Disability or
early, normal or deferred retirement under an approved retirement program of the
Company or any Parent, Subsidiary or Affiliate of the Company (or such other
plan or arrangement as may be approved by the Administrator for this purpose)
while holding an Award of Stock Appreciation Rights which has not expired and
has not been fully exercised, such Participant may, at any time within three
years after the Termination Date (but in no event after the Award of Stock
Appreciation Rights has expired), exercise the Award of Stock Appreciation
Rights with respect to any Shares as to which such Participant could have
exercised the Award of Stock Appreciation Rights on the Termination Date, or
with respect to such greater number of Shares as determined by the
Administrator;

     

    (iii)          if
such Participant is Terminated for reasons other than Related Employment,
Disability, early, normal or deferred retirement or death while holding an Award
of Stock Appreciation Rights which has not expired and has not been fully
exercised, such person may exercise the Award of Stock Appreciation Rights at
any time during the two year period following the Termination Date (but in no
event after the Award of Stock Appreciation Rights expires) following such
Participant’s Termination Date with respect to any Shares as to which such
Participant could have exercised the Award of Stock Appreciation Rights on such
Participant’s Termination Date or as otherwise permitted by the Administrator;
or

     

    (iv)          if
any Participant to whom an Award of Stock Appreciation Rights has been granted
shall die holding an Award of Stock Appreciation Rights which has not expired
and has not been fully exercised, such Participant’s executors, administrators,
heirs or distributees, as the case may be, may, at any time within one year
after the date of death (but in no event after the Award of Stock Appreciation
Rights has expired), exercise the Award of Stock Appreciation Rights with
respect to any Shares as to which the decedent Participant could have exercised
the Award of Stock Appreciation Rights at the time of such death, or with
respect to such greater number of Shares as may be determined by the
Administrator.

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    


    6.4          Exercise.

     

    (a)           An
Award of Stock Appreciation Rights shall entitle the Participant (or any person
entitled to act under the provisions of clause (iv) of Paragraph 6.3(c)) to
either (i) exercise such Award and receive payment in accordance with such Award
or (ii) surrender unexercised the Option (or other Award) to which the Stock
Appreciation Rights is attached (or any portion of such Option or other Award)
to the Company and to receive from the Company in exchange therefor, without
payment to the Company, that number of Shares having an aggregate value equal to
the excess of the Fair Market Value of one Share, at the time of such exercise,
over the Exercise Price per share, times the number of Shares subject to the
Award or the Option (or other Award), or portion thereof, which is so exercised
or surrendered, as the case may be. The Administrator shall be entitled to elect
to settle the obligation arising out of the exercise of Stock Appreciation
Rights by the payment of cash or other securities or property of the Company, or
other forms of payment, or any combination thereof, as determined by the
Administrator, equal to the aggregate value of the Shares the Company would
otherwise be obligated to deliver. Any such election by the Administrator shall
be made as soon as practicable after the receipt by the Company of written
notice of the exercise of such Stock Appreciation Rights. The value of a Share,
other securities or property of the Company, or other forms of payment
determined by the Administrator for this purpose shall be the Fair Market Value
of a Share on the last business day next preceding the date of the election to
exercise such Stock Appreciation Rights, unless the Administrator determines
otherwise and is set forth in the Award Agreement with respect to such Stock
Appreciation Rights.

     

    (b)           An
Award of Stock Appreciation Rights may provide that such Stock Appreciation
Rights shall be deemed to have been exercised at the close of business on the
business day preceding the expiration date of such Stock Appreciation Rights or
of the related Option (or other Award), or such other date as specified by the
Administrator, if at such time such Stock Appreciation Rights has a positive
value. Such deemed exercise shall be settled or paid in the same manner as a
regular exercise thereof as provided in Paragraph 6.4(a).

     

    6.5          Fractional Shares. No
fractional shares may be delivered under this Article 6, but, in lieu thereof, a
cash or other adjustment shall be made as determined by the
Administrator.

     

    
      	
              ARTICLE
      7.

            	
              RESTRICTED
      STOCK.

            


    

     

    7.1          Grant. An Award of Restricted
Stock is an offer by the Company to sell to an Eligible Recipient Shares that
are subject to restrictions. The Administrator will determine to whom an offer
will be made, the number of Shares the person may purchase, the Exercise Price
to be paid, the restrictions to which the Shares will be subject, and all other
terms and conditions of the Restricted Stock Award, subject to the provisions of
this Article 7.

     

    7.2          Form of Restricted Stock
Award. All purchases under an Award of Restricted Stock will be evidenced
by an Award Agreement that will be in such form (which need not be the same for
each Award of Restricted Stock or Participant) as the Administrator will from
time to time approve, and will comply with and be subject to the terms and
conditions of the Plan. The offer of Restricted Stock will be accepted by the
Participant’s execution and delivery of the Award Agreement evidencing the offer
to purchase the Restricted Stock and full payment for the Shares to the Company
within 30 days from the date such Award Agreement is tendered to such Eligible
Recipient. If such Eligible Recipient does not execute and deliver such Award
Agreement along with full payment for the Shares to the Company within such 30
day period, then such offer will terminate, unless otherwise determined by the
Administrator.

     

    7.3          Purchase Price. The Exercise
Price of Shares sold pursuant to an Award of Restricted Stock will be determined
by the Administrator on the date such Award is granted, except in the case of a
sale to a Ten Percent Stockholder, in which case the Exercise Price will be 100%
of the per share Fair Market Value of the Shares subject to the Award on the
date such Award is granted. Payment of the Exercise Price may be made in
accordance with Article 10 of the Plan.

     

    7.4          Terms of Restricted Stock
Awards. Each Award of Restricted Stock shall be subject to such
restrictions as the Administrator may impose. These restrictions may be based
upon completion of a specified length of service with the Company or any Parent,
Subsidiary or Affiliate of the Company, or upon completion of the Performance
Goals as set out in advance in the Participant’s individual Award Agreement.
Awards of Restricted Stock may vary from Participant to Participant and between
groups of Participants. Prior to the grant of an Award of Restricted Stock, the
Administrator shall:

     

    (a)determine
the nature, length and starting date of any Restriction Period for the
Restricted Stock Award;

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    (b)determine
the Performance Goals, if any, to be used to measure performance;
and

     

    (c)determine
the number of Shares that may be awarded to the Participant.

     

    Prior to
the payment of any Restricted Stock pursuant to an Award, the Administrator
shall determine the extent to which such Restricted Stock Award has been earned
and certify in writing that any Performance Goals and any other material terms
were in fact satisfied. Restriction Periods may overlap and Participants may
participate simultaneously with respect to Restricted Stock Awards that are
subject to different Restriction Periods and having different Performance Goals
and other criteria.

     

    7.5          Termination During Restriction
Period. If a Participant is Terminated during a Restriction Period with
respect to any Award of Restricted Stock for any reason, then such Participant
will be entitled to payment (whether in Shares, cash or otherwise) with respect
to the Restricted Stock Award only to the extent earned as of the date of
Termination in accordance with the Award Agreement with respect to such
Restricted Stock, unless the terms of such Award Agreement provides otherwise or
the Administrator determines otherwise.

     

    
      	
              ARTICLE
      8.

            	
              PERFORMANCE
      GRANTS.

            


    

     

    8.1          Award. The Award of a
Performance Grant to a Participant will entitle such Participant to receive a
specified amount (the “Performance Grant Actual Value”) as determined by the
Administrator; provided
that the terms and conditions specified in the Plan and in the Award of such
Performance Grant are satisfied. Each Award of a Performance Grant shall be
subject to the terms and conditions set forth in this Article 8 and such other
terms and conditions, including, but not limited to, restrictions upon any cash,
Shares, other securities or property of the Company, or other forms of payment,
or any combination thereof, issued in respect of the Performance Grant, as the
Administrator shall establish, shall be embodied in an Award Agreement in such
form and substance as is approved by the Administrator.

     

    8.2          Terms. The Administrator
shall determine the value or range of values of a Performance Grant to be
awarded to each Participant selected for an Award of a Performance Grant and
whether or not such Performance Grant is granted in conjunction with an Award of
Options, Stock Appreciation Rights, Restricted Stock or other type of Award, or
any combination thereof, under the Plan (which may include, but need not be
limited to, deferred Awards) concurrently or subsequently granted to such
Participant (the “Associated Award”). As determined by the Administrator, the
maximum value of each Performance Grant (the “Maximum Value”) shall
be:

     

    (a)           an
amount fixed by the Administrator at the time the Award is made or amended
thereafter;

     

    (b)           an
amount which varies from time to time based in whole or in part on the then
current Fair Market Value of a Share, other securities or property of the
Company, or other securities or property, or any combination thereof;
or

     

    (c)           an
amount that is determinable from criteria specified by the
Administrator.

     

    Performance
Grants may be issued in different classes or series having different names,
terms and conditions. In the case of a Performance Grant awarded in conjunction
with an Associated Award, the Performance Grant may be reduced on an appropriate
basis to the extent that the Associated Award has been exercised, paid to or
otherwise received by the participant, as determined by the
Administrator.

     

    8.3          Award Period. The award
period (“Performance Grant Award Period”) in respect of any Performance Grant
shall be a period determined by the Administrator. At the time each Performance
Grant is made, the Administrator shall establish Performance Goals to be
attained within the Performance Grant Award Period as the means of determining
the Performance Grant Actual Value of such Performance Grant. Each Performance
Grant Actual Value of a Performance Grant shall be equal to the Performance
Grant Maximum Value of such Performance grant only if the Performance Goals are
attained in full, but the Administrator shall specify the manner in which the
Performance Grant Actual Value shall be determined if the Performance Goals are
met in part. The Performance Grant Actual Value or the Performance Grant Maximum
Value, or any combination thereof, may be adjusted in any manner by the
Administrator at any time and from time to time during or as soon as practicable
after the Performance Grant Award Period, if it determines that such performance
measures, the Performance Grant Actual Value or the Performance Grant Maximum
Value, or any combination thereof, are not appropriate under the circumstances;
provided that (i) to
the extent required for compliance with the exclusion from the limitation on
deductibility of compensation under Section 162(m) of the Code, no adjustment
shall be made that would result in an increase in the compensation of any
Participant whose compensation is subject to the limitation on deductibility
under Section 162(m) of the Code for the applicable year; and (ii) any
adjustment either shall not cause Section 409A of the Code to apply to an Award
for which such section is not intended to apply or shall not cause an Award
which is subject to Section 409A to fail to comply with Section 409A of the
Code.

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    8.4          Termination. The rights of a
Participant in Performance Grants awarded to such Participant shall be
provisional and may be canceled or paid in whole or in part, all as determined
by the Administrator, if such Participant’s continuous employment or performance
of services for the Company, any Parent, Subsidiary and Affiliate of the Company
shall terminate for any reason prior to the end of the Performance Grant Award
Period, except solely by reason of a period of Related Employment.

     

    8.5          Determination of Performance Grant
Actual Values. The Committee shall determine whether the conditions of
Sections 8.2 or 8.3 have been met and, if so, shall ascertain the Performance
Grant Actual Value of Performance Grants. The Administrator must certify in
writing prior to payment of any Performance Grants that the Performance Goals
and any other material terms were in fact satisfied. If a Performance Grant has
no Performance Grant Actual Value, the Award of such Performance Grant shall be
deemed to have been canceled and the Associated Award, if any, may be canceled
or permitted to continue in effect in accordance with such Associated Award’s
terms. If a Performance Grant has a Performance Grant Actual Value
and:

     

    (a)           was
not awarded in conjunction with an Associated Award, the Administrator shall
cause an amount equal to the Performance Grant Actual Value of such Performance
Grant to be paid to the Participant or the Participant’s beneficiary as provided
below; or

     

    (b)           was
awarded in conjunction with an Associated Award, the Administrator shall
determine, in accordance with criteria specified by the Administrator, whether
to (i) to cancel such Performance Grant, in which event no amount in respect
thereof shall be paid to the Participant or the Participant’s beneficiary, and
the Associated Award may be permitted to continue in effect in accordance with
the Associated Award’s terms, (ii) pay the Performance Grant Actual Value to the
Participant or the Participant’s beneficiary as provided below, in which event
such Associated Award may be canceled, or (iii) pay to the Participant or the
Participant’s beneficiary as provided below, the Performance Grant Actual Value
of only a portion of such Performance Grant, in which case a complementary
portion of the Associated Award may be permitted to continue in effect in
accordance with its terms or be canceled, as determined by the
Administrator.

     

    Such
determination by the Administrator shall be made as promptly as practicable
following the end of the Performance Grant Award Period or upon the earlier
termination of employment or performance of services, or at such other time or
times as the Administrator shall determine, and shall be made pursuant to
criteria specified by the Administrator.

     

    8.6          Payment. Unless otherwise
provided in an Award Agreement, payment of any amount in respect of the
Performance Grants which the Administrator determines to pay as provided in this
Article 8 shall be made by the Company as promptly as practicable after the end
of the Performance Grant Award Period, but in no event later than March 15th of
the year following the year in which the Performance Grant Award Period
ends.

     

    
      	
              ARTICLE
      9.

            	
              STOCK
      BONUSES.

            


    

     

    9.1          Awards of Stock Bonuses. A
Stock Bonus is an Award of Shares (which may consist of Restricted Stock) for
services rendered to the Company or any Parent, Subsidiary or Affiliate of the
Company. A Stock Bonus may be awarded for services previously rendered to the
Company, or any Parent, Subsidiary or Affiliate of the Company, pursuant to an
Award Agreement that will be in such form (which need not be the same for each
Participant) as the Administrator will from time to time approve, and will
comply with and be subject to the terms and conditions of the Plan. A Stock
Bonus may be awarded upon satisfaction of such Performance Goals as are set out
in advance in the Participant’s individual Award Agreement that will be in such
form (which need not be the same for each Participant) as the Administrator will
from time to time approve, and will comply with and be subject to the terms and
conditions of the Plan. Stock Bonuses may vary from Participant to Participant
and between groups of Participants, and may be based upon the achievement of the
Company, any Parent, Subsidiary or Affiliate of the Company and/or individual
Performance Goals or upon such other criteria as the Administrator may
determine.

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    9.2          Terms of Stock Bonuses. The
Administrator will determine the number of Shares to be awarded to the
Participant. If the Stock Bonus is being earned upon the satisfaction of
Performance Goals set forth in an Award Agreement, then the Administrator
will:

     

    (a)           determine
the nature, length and starting date of any Restriction Period for each Stock
Bonus;

     

    (b)           determine
the Performance Goals, if any, to be used to measure performance;
and

     

    (c)           determine
the number of Shares that may be awarded to the Participant.

     

    Prior to
the payment of any Stock Bonus, the Administrator shall determine the extent to
which such Stock Bonuses have been earned and certify in writing that any
Performance Goals and any other material terms were in fact satisfied.
Restriction Periods may overlap and Participants may participate simultaneously
with respect to Stock Bonuses that are subject to different Restriction Periods
and different Performance Goals and other criteria. The number of Shares may be
fixed or may vary in accordance with such Performance Goals and criteria as may
be determined by the Administrator.

     

    9.3          Form of Payment. At the time
of the award of a Stock Bonus, the Administrator shall determine the time of
payment (paid currently or on a deferred basis with such interest or dividend
equivalent, if any, as the Administrator may determine) and the method of
payment (payment may be made in the form of cash or whole Shares or a
combination thereof, either in a lump sum payment or in installments, all as the
Administrator will determine).

     

    
      	
              ARTICLE
      10.

            	
              PAYMENT
      FOR SHARE PURCHASES.

            


    

     

    10.1        Payment. Payment for Shares
purchased pursuant to this Plan may be made in cash (by check) or, where
expressly approved for the Participant by the Administrator and where permitted
by Applicable Law (including, without limitation, Section 402 of the
Sarbanes-Oxley Act of 2002):

     

    (a)           by
cancellation of indebtedness of the Company to the Participant;

     

    (b)           by
surrender of shares of Common Stock that either (i) have been owned by the
Participant for more than six months (if required to avoid adverse accounting
consequences) and have been paid for within the meaning of Rule 144 promulgated
under the Securities Act (and, if such shares were purchased from the Company by
use of a promissory note, such note has been fully paid with respect to such
shares) or (ii) were obtained by Participant in the public market;

     

    (c)           if
allowable under Applicable Law, by tender of a full recourse promissory note
having such terms as may be approved by the Administrator and bearing interest
at a rate sufficient to avoid imputation of income under Sections 483 and 1274
of the Code; provided,
however, that
Participants who are not employees or directors of the Company will not be
entitled to purchase Shares with a promissory note unless the note is secured by
collateral other than the Shares satisfactory to the Administrator;

     

    (d)           by
waiver of compensation due or accrued to the Participant for services
rendered;

     

    (e)           with
respect only to purchases upon exercise of an Option, and provided that a public
market for the Company’s stock exists, (i) through a “same day sale” commitment
from the Participant and a broker-dealer that is a member of the NASD whereby
the Participant irrevocably elects to exercise the Option and to sell a portion
of the Shares so purchased to pay for the Exercise Price, and whereby such
broker-dealer irrevocably commits upon receipt of such Shares to forward the
Exercise Price directly to the Company, or (ii) through a “margin” commitment
from the Participant and such broker-dealer whereby the Participant irrevocably
elects to exercise the Option and to pledge the Shares so purchased to such
broker-dealer in a margin account as security for a loan from such broker-dealer
in the amount of the Exercise Price, and whereby such broker-dealer irrevocably
commits upon receipt of such Shares to forward the Exercise Price directly to
the Company;

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    (f)           such
other consideration and method of payment for the issuance of Shares to the
extent permitted by the Administrator and Applicable Law; or

     

    (g)           by
any combination of the foregoing.

     

    10.2        Loan Guarantees. To the
extent permitted by Applicable Law, including, without limitation, Section 402
of the Sarbanes-Oxley Act of 2002, the Company, in its sole discretion, may
assist a Participant in paying for Shares purchased under the Plan by
authorizing a guarantee by the Company of a third-party loan to the
Participant.

     

    
      	
              ARTICLE
      11.

            	
              AMENDMENT
      OR SUBSTITUTION OF AWARDS UNDER THE
PLAN.

            


    

     

    11.1Amendment or Substitution of Awards
Under the Plan. The terms of any outstanding Award under the Plan may be
amended from time to time by the Administrator in any manner that the
Administrator deems appropriate; provided, however, that no such
amendment shall adversely affect in a material manner any right of a Participant
under such Award without the Participant’s written consent. The Administrator
may permit or require holders of Awards to surrender outstanding Awards as a
condition precedent to the grant of new Awards under the Plan.

     

    
      	
              ARTICLE
      12.

            	
              DESIGNATION
      OF BENEFICIARY BY PARTICIPANT.

            


    

     

    12.1        Designation of Beneficiary by
Participant. A Participant may designate one or more beneficiaries to
receive any rights and payments to which such Participant may be entitled in
respect of any Award in the event of such Participant’s death. Such designation
shall be on a written form acceptable to and filed with the Administrator. The
Administrator shall have the right to review and approve beneficiary
designations. A Participant may change the Participant’s beneficiary(ies) from
time to time in the same manner as the original designation, unless such
Participant has made an irrevocable designation. Any designation of beneficiary
under the Plan (to the extent it is valid and enforceable under Applicable Law)
shall be controlling over any other disposition, testamentary or otherwise, as
determined by the Administrator. If no designated beneficiary survives the
Participant and is living on the date on which any right or amount becomes
payable to such Participant’s beneficiary(ies), such payment will be made to the
legal representatives of the Participant’s estate, and the term “beneficiary” as
used in the Plan shall be deemed to include such person or persons. If there is
any question as to the legal right of any beneficiary to receive a distribution
under the Plan, the Administrator may determine that the amount in question be
paid to the legal representatives of the estate of the Participant, in which
event the Company, the Administrator, the Board and the Committee and the
members thereof will have no further liability to any person or entity with
respect to such amount.

     

    
      	
              ARTICLE
      13.

            	
              CHANGE
      IN CONTROL, DISSOLUTION OR
LIQUIDATION.

            


    

    13.1        Change in Control. In the
event there is a Change in Control of the Company, as determined by the Board or
a Committee, the Board or Committee may, in its discretion, (i) provide for
the assumption or substitution of, or adjustment (including to the number and
type of Shares and exercise or purchase price applicable) to, each outstanding
Award; (ii) accelerate the vesting of Options and terminate any restrictions on
Stock Awards and/or (iii) provide for termination of Awards as a result of the
Change in Control on such terms and conditions as it deems appropriate,
including providing for the cancellation of Awards for a cash or other payment
to the Participant.

     

    For
purposes of this Section 13.1, an Award shall be considered assumed, without
limitation, if, at the time of issuance of the stock or other consideration upon
a Change in Control, as the case may be, each holder of an Award would be
entitled to receive upon exercise of the Award the same number and kind of
shares of stock or the same amount of property, cash or securities as such
holder would have been entitled to receive upon the occurrence of the
transaction if the holder had been, immediately prior to such transaction, the
holder of the number of Shares covered by the Award at such time (after giving
effect to any adjustments in the number of Shares covered by the Award as
provided for in Section 4.4); provided that if such consideration received in
the transaction is not solely common stock of the successor corporation, the
Administrator may, with the consent of the successor corporation, provide for
the consideration to be received upon exercise of the Award to be solely common
stock of the successor corporation equal to the Fair Market Value of the per
Share consideration received by holders of Common Stock in the
transaction.

     

    Dissolution or Liquidation.
In the event of the proposed dissolution or liquidation of the Company, the
Administrator shall notify each Participant as soon as practicable prior to the
effective date of such proposed transaction. To the extent it has not been
previously exercised or the Shares subject thereto issued to the Participant and
unless otherwise determined by the Administrator, an Award will terminate
immediately prior to the consummation of such proposed transaction.

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    
      	
              ARTICLE
      14.

            	
              PLAN
      AMENDMENT OR SUSPENSION.

            


    

     

    14.1        Plan Amendment or Suspension.
The Plan may be amended or suspended in whole or in part at any time and from
time to time by the Board, but any amendment shall be subject to approval of the
stockholders of the Company in the manner and to the extent required by
Applicable Law. To the extent required to comply with Section 162(m), the
Company shall seek re-approval of the Plan from time to time by the
stockholders. No amendment 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; provided further that the
Administrator may amend an outstanding Award in order to conform it to the
Administrator’s intent (in its sole discretion) that such Award not be subject
to Code Section 409A(a)(1)(B).

     

    
      	
              ARTICLE
      15.

            	
              PLAN
      TERM AND TERMINATION.

            


    

     

    15.1        Plan Term and Termination.
The Plan shall become effective on the date approved by the Board (the “Effective Date”). It shall
continue in effect for a term of ten (10) years from the later of the
Effective Date or the date any amendment to add shares to the Plan is approved
by stockholders of the Company, unless terminated earlier upon the adoption of a
resolution of the Board terminating the Plan.

     

    15.2        Effect of Termination on Outstanding
Awards. No termination of the Plan shall materially alter or impair any
of the rights or obligations of any person, without such person’s consent, under
any Award theretofore granted under the Plan, except that subsequent to
termination of the Plan, the Administrator may make amendments permitted under
Article 11. Termination of the Plan shall not affect the Administrator's ability
to exercise the powers granted to it hereunder with respect to Awards granted
under the Plan prior to the date of such termination.

     

    
      	
              ARTICLE
      16.

            	
              TRANSFERABILITY.

            


    

     

    16.1Transferability. Except as
may be approved by the Administrator where such approval shall not adversely
affect compliance of the Plan with Sections 162 and 422 of the Code and/or Rule
16b-3, a Participant’s rights and interest under the Plan may not be assigned or
transferred, hypothecated or encumbered in whole or in part either directly or
by operation of law or otherwise (except in the event of a Participant’s death)
including, but not by way of limitation, execution, levy, garnishment,
attachment, pledge, bankruptcy or in any other manner; provided, however, except as may be
approved by the Administrator, that any Option or similar right (including, but
not limited to, a Stock Appreciation Right) offered pursuant to the Plan shall
not be transferable other than by will or the laws of descent or pursuant to a
domestic relations order and shall be exercisable during the Participant’s
lifetime only by such Participant or such person receiving such Option or
similar right pursuant to a domestic relations order.

     

    
      	
              ARTICLE
      17.

            	
              PRIVILEGES
      OF STOCK OWNERSHIP; RESTRICTIONS ON
SHARES.

            


    

     

    17.1        Voting and Dividends. No
Participant will have any of the rights of a stockholder with respect to any
Shares subject to or issued pursuant to the Plan until such Shares are issued to
the Participant. After Shares are issued to the Participant, the Participant
will be a stockholder and have all the rights of a stockholder with respect to
such Shares, including the right to vote and receive all dividends or other
distributions made or paid with respect to such Shares; provided, however, that if such Shares
are Restricted Stock, then any new, additional or different securities the
Participant may become entitled to receive with respect to such Shares by virtue
of a stock dividend, stock split or any other change in the corporate or capital
structure of the Company will be subject to the same restrictions as the
Restricted Stock; provided, however, further, that the Participant
will have no right to retain such stock dividends or stock distributions with
respect to Restricted Stock that is repurchased at the Participant’s Exercise
Price in accordance with an Award Agreement with respect to such Restricted
Stock. In addition, all cash dividends paid with respect to Awards of Restricted
Stock shall be credited to Participants subject to the same restrictions on
transferability and forfeitability as the Restricted Stock with respect to which
they were paid. Subject to the restrictions on vesting and the forfeiture
provisions, all cash dividends credited to a Participant shall be paid to the
Participant as soon as administratively feasible following the full vesting of
the Restricted Stock with respect to which such dividends were paid, but in no
event later than the March 15th of the year following the year in which full
vesting of such Restricted Stock occurs.


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    17.2        Financial Statements. The
Company will provide or make available financial statements to each Participant
prior to such Participant’s purchase of Shares under the Plan, and to each
Participant annually during the period such Participant has Awards outstanding;
provided, however, that the Company
will not be required to provide or make available such financial statements to
Participants whose services in connection with the Company assure them access to
equivalent information.

     

    17.3        Restrictions on Shares. At
the discretion of the Administrator, the Company may reserve to itself and/or
its assignee(s) in the Award Agreement a right to repurchase a portion of or all
Shares issued pursuant to such Award Agreement and held by a Participant
following such Participant’s Termination at any time within 90 days after the
later of Participant’s Termination Date or the date Participant purchases Shares
under the Plan, for cash and/or cancellation of purchase money indebtedness, at
the then Fair Market Value of such Shares.

     

    
      	
              ARTICLE
      18.

            	
              CERTIFICATES.

            


    

    18.1Certificates. All Shares or
other securities delivered under this Plan will be subject to such stock
transfer orders, legends and other restrictions as the Administrator may deem
necessary or advisable, including restrictions under any Applicable Law, or any
rules, regulations and other requirements promulgated under such laws or any
stock exchange or automated quotation system upon which the Shares may be listed
or quoted and each stock certificate evidencing such Shares and other
certificates shall be appropriately legended.

    


    
      	
              ARTICLE
      19.

            	
              DEPOSIT
      OF SHARES; ESCROW.

            


    

     

    19.1        Deposit of Shares; Escrow. To
enforce any restrictions on a Participant’s Shares, the Committee may require
the Participant to deposit all stock certificates evidencing Shares, together
with stock powers or other instruments of transfer approved by the
Administrator, appropriately endorsed in blank, with the Company or an agent
designated by the Company to hold in escrow until such restrictions have lapsed
or terminated, and the Administrator may cause a legend or legends referencing
such restrictions to be placed on the certificates. Any Participant who is
permitted to execute a promissory note as partial or full consideration for the
purchase of Shares under the Plan will be required to pledge and deposit with
the Company all or part of the Shares so purchased as collateral to secure the
payment of Participant’s obligation to the Company under the promissory note;
provided, however, that the
Administrator may require or accept other or additional forms of collateral to
secure the payment of such obligation and, in any event, the Company will have
full recourse against the Participant under the promissory note notwithstanding
any pledge of the Participant’s Shares or other collateral. In connection with
any pledge of the Shares, Participant will be required to execute and deliver a
written pledge agreement in such form as the Administrator may from time to time
approve. The Shares purchased with the promissory note may be released from the
pledge on a pro rata basis as the promissory note is paid.

     

    
      	
              ARTICLE
      20.

            	
              LEGAL
      AND OTHER REGULATORY COMPLIANCE.

            


    

     

    20.1        Compliance
with Applicable Laws. Shares shall not be issued pursuant to the exercise of an
Award unless the exercise of such Award and the issuance and delivery of such
Shares shall comply with Applicable Laws, and shall be further subject to the
approval of counsel for the Company with respect to such compliance.
Notwithstanding any other provision in this Plan, the Company will have no
obligation, or liability for failure, to issue or deliver stock certificates for
Shares under this Plan prior to:

     

    (a)           obtaining
any approvals from governmental agencies that the Administrator determines are
necessary or advisable; and/or

     

    (b)           completion
of any registration or other qualification of such Shares under any state or
federal law or ruling of any governmental body that the Administrator determines
to be necessary or advisable.

     

    20.2        Compliance with Rule 16b-3.
It is the intent of the Company that the Plan comply in all respects with
Rule 16b-3 under the Exchange Act, that any ambiguities or inconsistencies in
construction of the Plan be interpreted to give effect to such intention and
that if any provision of the Plan is found not to be in compliance with Rule
16b-3, such provision shall be deemed null and void to the extent required to
permit the Plan to comply with Rule 16b-3. No Obligation to Register Shares or
Awards. The Company will be under no obligation to register the Shares under the
Securities Act or to effect compliance with the registration, qualification or
listing requirements of any state securities laws, stock exchange or automated
quotation system, and the Company will have no liability for any inability or
failure to do so.


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    20.4        Compliance
with Section 409A. Notwithstanding anything to the contrary contained herein, to
the extent that the Administrator determines that any Award granted under the
Plan is subject to Code Section 409A and unless otherwise specified in the
applicable Award Agreement, the Award Agreement evidencing such Award shall
incorporate the terms and conditions necessary for such Award to avoid the
consequences described in Code Section 409A(a)(1), and to the maximum extent
permitted under Applicable Law (and unless otherwise stated in the applicable
Award Agreement), the Plan and the Award Agreements shall be interpreted in a
manner that results in their conforming to the requirements of Code Section
409A(a)(2), (3) and (4) and any Department of Treasury or Internal Revenue
Service regulations or other interpretive guidance issued under Section 409A
(whenever issued, the “Guidance”). Notwithstanding
anything to the contrary in this Plan (and unless the Award Agreement provides
otherwise, with specific reference to this sentence), to the extent that a
Participant holding an Award that constitutes “deferred compensation” under
Section 409A and the Guidance is a “specified employee” (also as defined
thereunder), no distribution or payment of any amount shall be made before a
date that is six (6) months following the date of such Participant's “separation
from service” (as defined in Section 409A and the Guidance) or, if earlier, the
date of the Participant's death.

     

    20.5        Deferral of Award
Benefits.  The Administrator may in its discretion and upon
such terms and conditions as it determines appropriate permit one or more
Participants whom it selects to (a) defer compensation payable pursuant to the
terms of an Award, or (b) defer compensation arising outside the terms of this
Plan pursuant to a program that provides for deferred payment in satisfaction of
such other compensation amounts through the issuance of one or more Awards. Any
such deferral arrangement shall be evidenced by an Award Agreement in such form
as the Administrator shall from time to time establish, and no such deferral
arrangement shall be a valid and binding obligation unless evidenced by a fully
executed Award Agreement, the form of which the Administrator has approved,
including through the Administrator's establishing a written program (the “Program”) under this Plan to
govern the form of Award Agreements participating in such Program. Any such
Award Agreement or Program shall specify the treatment of dividends or dividend
equivalent rights (if any) that apply to Awards governed thereby, and shall
further provide that any elections governing payment of amounts pursuant to such
Program shall be in writing, shall be delivered to the Company or its agent in a
form and manner that complies with Code Section 409A and the Guidance, and shall
specify the amount to be distributed in settlement of the deferral arrangement,
as well as the time and form of such distribution in a manner that complies with
Code Section 409A and the Guidance.

     

    20.6        Tax
Consequences.  The Company and any Affiliate which is in
existence or hereafter comes into existence shall not be liable to an Eligible
Recipient, Participant, employee or any other persons as to any tax consequence
realized by such person due to the receipt, vesting, exercise or settlement of
any Option or other Award granted hereunder or due to the transfer of any Shares
issued hereunder. The Participant is responsible for, and by accepting an Award
under the Plan agrees to bear, all taxes of any nature that are legally imposed
upon the Participant in connection with an Award, and the Company does not
assume, and will not be liable to any party for, any cost or liability arising
in connection with such tax liability legally imposed on the Participant. In
particular, Awards issued under the Plan may be characterized by the U.S.
Internal Revenue Service (the “IRS”) as “deferred
compensation” under the Code resulting in additional taxes, including in some
cases interest and penalties. In the event the IRS determines that an Award
constitutes deferred compensation under the Code or challenges any good faith
characterization made by the Company or any other party of the tax treatment
applicable to an Award, the Participant will be responsible for the additional
taxes, and interest and penalties, if any, that are determined to apply if such
challenge succeeds, and the Company will not reimburse the Participant for the
amount of any additional taxes, penalties or interest that result.

     

    
      	
              ARTICLE
      21.

            	
              NO
      RIGHT TO EMPLOYMENT OR CONTINUATION OF
  RELATIONSHIP.

            


    

     

    21.1        No Right to Employment or
Continuation of Relationship. Nothing in this Plan or any Award granted
under the Plan will confer or be deemed to confer on any Participant any right
to continue in the employ of, or to continue any other relationship with, the
Company or any Parent, Subsidiary or Affiliate of the Company or limit in any
way the right of the Company or any Parent, Subsidiary or Affiliate of the
Company to terminate Participant’s employment or other relationship at any time,
with or without cause.

     

    
      	
              ARTICLE
      22.

            	
              NON-EXCLUSIVITY
      OF THE PLAN.

            


    

     

    22.1Non-Exclusivity of the Plan.
Neither the adoption of the Plan by the Board, the submission of the Plan to the
stockholders of the Company for approval, nor any provision of this Plan will be
construed as creating any limitations on the power of the Board or the Committee
to adopt such additional compensation arrangements as the Board may deem
desirable, including, without limitation, the granting of stock options and
bonuses otherwise than under the Plan, and such arrangements may be either
generally applicable or applicable only in specific cases.

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    
      	
              ARTICLE
      23.

            	
              MISCELLANEOUS
      PROVISIONS.

            


    

     

    23.1        No Rights Unless Specifically
Granted. No Eligible Recipient, employee or other person shall have any
claim or right to be granted an Award under the Plan under any contract,
agreement or otherwise. Determinations made by the Administrator under the Plan
need not be uniform and may be made selectively among Eligible Recipients under
the Plan, whether or not such Eligible Recipients are similarly
situated.

     

    23.2        No Rights Until Written Evidence
Delivered. No Participant or other person shall have any right with
respect to the Plan, the Shares reserved for issuance under the Plan or in any
Award, contingent or otherwise, until written evidence of the Award, in the form
of an Award Agreement, shall have been delivered to the recipient and all the
terms, conditions and provisions of the Plan and the Award applicable to such
recipient (and each person claiming under or through such recipient) have been
met.

     

    23.3        Right to Withhold Payments.
The Company and any Parent, Subsidiary and Affiliate of the Company shall have
the right to deduct from any payment made under the Plan, any federal, state,
local or foreign income or other taxes required by law to be withheld with
respect to such payment. It shall be a condition to the obligation of the
Company to issue Shares, other securities or property of the Company, other
securities or property, or other forms of payment, or any combination thereof,
upon exercise, settlement or payment of any Award under the Plan, that the
Participant (or any beneficiary or person entitled to act) pay to the Company,
upon its demand, such amount as may be requested by the Company for the purpose
of satisfying any liability to withhold federal, state, local or foreign income
or other taxes. If the amount requested is not paid, the Company may refuse to
issue Shares, other securities or property of the Company, other securities or
property, or other forms of payment, or any combination thereof. Notwithstanding
anything in the Plan to the contrary, the Administrator may permit a Participant
(or any beneficiary or person entitled to act) to elect to pay a portion or all
of the amount requested by the Company for such taxes with respect to such
Award, at such time and in such manner as the Administrator shall deem to be
appropriate, including, but not limited to, by authorizing the Company to
withhold, or agreeing to surrender to the Company on or about the date such tax
liability is determinable, Shares, other securities or property of the Company,
other securities or property, or other forms of payment, or any combination
thereof, owned by such person or a portion of such forms of payment that would
otherwise be distributed, or have been distributed, as the case may be, pursuant
to such Award to such person, having a fair market value equal to the amount of
such taxes.

     

    23.4        Expenses of Administration.
The expenses of the Plan shall be borne by the Company. However, if an Award is
made to an individual employed by or performing services for a Parent,
Subsidiary or Affiliate of the Company:

     

    (a)           if
such Award results in payment of cash to the Participant, such Parent,
Subsidiary or Affiliate shall pay to the Company an amount equal to such cash
payment unless the Administrator shall otherwise determine;

     

    (b)           if
the Award results in the issuance by the Company to the Participant of Shares,
other securities or property of the Company, other securities or property, or
other forms of payment, or any combination thereof, such Parent, Subsidiary or
Affiliate of the Company shall, unless the Administrator shall otherwise
determine, pay to the Company an amount equal to the fair market value thereof,
as determined by the Administrator, on the date such Shares, other securities or
property of the Company, other securities or property, or other forms of
payment, or any combination thereof, are issued (or, in the case of the issuance
of Restricted Stock or of Shares, other securities or property of the Company,
or other securities or property, or other forms of payment subject to transfer
and forfeiture conditions, equal to the fair market value thereof on the date on
which they are no longer subject to such applicable restrictions), minus the
amount, if any, received by the Company in respect of the purchase of such
Shares, other securities or property of the Company, other securities or
property or other forms of payment, or any combination thereof, all as the
Administrator shall determine; and

     

    (c)           the
foregoing obligations of any such Parent, Subsidiary or Affiliate of the Company
shall survive and remain in effect and binding on such entity even if its status
as a Parent, Subsidiary or Affiliate of the Company should subsequently cease,
except as otherwise agreed by the Company and such Parent, Subsidiary or
Affiliate.

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    23.5        Unfunded Plan. The Plan shall
be unfunded. The Company shall not be required to establish any special or
separate fund or to make any other segregation of assets to assure the payment
of any Award under the Plan, and rights to the payment of Awards shall be no
greater than the rights of the Company’s general creditors.

     

    23.6        Acceptance of Award Deemed
Consent. By accepting any Award or other benefit under the Plan, each
Participant and each person claiming under or through such Participant shall be
conclusively deemed to have indicated such Participant’s (or other person’s)
acceptance and ratification of, and consent to, any action taken by the Company,
Administrator, Board or Committee or their respective delegates under the
Plan.

     

    23.7        Use of Terms. For the
purposes of the Plan, in the use of any term, the singular includes the plural
and the plural includes the singular wherever appropriate.

     

    23.8        Filing of Reports. The
appropriate officers of the Company shall cause to be filed any reports, returns
or other information regarding Awards hereunder or any Shares issued pursuant
hereto as may be required by Section 13 or 15(d) of the Exchange Act (or any
successor provision) or any other applicable statute, rule or
regulation.

     

    23.9        Validity; Construction;
Interpretation. The validity, construction, interpretation,
administration and effect of the Plan, and of its rules and regulations, and
rights relating to the Plan and Award Agreements and to Awards granted under the
Plan, shall be governed by the substantive laws, but not the choice of law
rules, of the State of Nevada.