Nord Resources Corporation: Exhibit 10.1 - Filed by newsfilecorp.com






NORD RESOURCES CORPORATION

AMENDED AND RESTATED 2006 STOCK INCENTIVE PLAN

WHEREAS, in 2006 the Board of Directors of Nord
Resources Corporation (the “Company”) and the stockholders of the Company
adopted and approved the Company’s 2006 Stock Incentive Plan; 

WHEREAS, the shares of common stock of the Company began
trading on the Toronto Stock Exchange (“TSX”) in January 2008;

WHEREAS, in October 2008, the Board of Directors amended
and restated the 2006 Stock Incentive Plan to make certain minor amendments to
clarify certain provisions and comply with certain policies of the TSX, as
requested by the TSX, and obtained stockholder approval therefor; 

WHEREAS, the Board of Directors has adopted an Amended
and Restated 2006 Stock Incentive Plan in place of the 2006 Stock Incentive Plan
which incorporates the amendments to the 2006 Stock Incentive Plan requested by
the TSX;

WHEREAS, the Board of Directors has determined that it
would be in the best interests of the Company and its stockholders to amend the
Amended and Restated 2006 Stock Incentive Plan (the “Plan”) to increase
the number of shares available under the Plan; and

NOW THEREFORE this Amended and Restated 2006 Stock
Incentive Plan is made effective as of June 17, 2010.

1. PURPOSE

1.1 The purpose of this Stock Incentive Plan of the Company is
to advance the interests of the Company by encouraging Eligible Participants (as
herein defined) to acquire shares of the Company, thereby increasing their
proprietary interest in the Company, encouraging them to remain associated with
the Company and furnish them with additional incentive in their efforts on
behalf of the Company in the conduct of their affairs. 

1.2 This Plan is specifically designed for Eligible
Participants of the Company who are residents of the United States and/or
subject to taxation in the United States, although Awards (as herein defined)
under this Plan may be issued to other Eligible Participants.

2. DEFINITIONS

2.1 As used herein, the following definitions shall apply:

(a) “Administrator” means a
Committee of the Board duly appointed by the Board, or otherwise the Board; 

(b) “Affiliate” and
“Associate” have the meanings ascribed to such terms in Rule 12b 2
promulgated under the Exchange Act;

(c) “Applicable Laws” means the
legal requirements relating to the administration of stock incentive plans, if
any, under applicable provisions of federal securities laws, state corporate
laws, state or provincial securities laws, the Code, the rules of any applicable
stock exchange or national market system, and the rules of any foreign
jurisdiction applicable to Awards granted to residents therein;




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(d) “Award” means the grant of
an Option, SAR, Restricted Stock, unrestricted Shares, Restricted Stock Unit,
Deferred Stock Unit or other right or benefit under this Plan; 

(e) “Award Agreement” means the
written agreement evidencing the grant of an Award executed by the Company and
the Grantee, including any amendments thereto;

(f) “Award Right” means each
right to acquire a Share pursuant to an Award;

(g) “Board” means the Board of
Directors of the Company;

(h) “Cause” means, with respect
to the termination by the Company or a Related Entity of the Grantee’s
Continuous Service, that such termination is for ‘Cause’ as such term is
expressly defined in a then-effective written agreement between the Grantee and
the Company or such Related Entity, or in the absence of such then-effective
written agreement and definition, is based on, in the determination of the
Administrator, the Grantee’s:

(i) refusal or failure to act in
accordance with any specific, lawful direction or order of the Company or a
Related Entity;

(ii) unfitness or unavailability for
service or unsatisfactory performance (other than as a result of
Disability);

(iii) performance of any act or
failure to perform any act in bad faith and to the detriment of the Company or a
Related Entity;

(iv) dishonesty, intentional
misconduct or material breach of any agreement with the Company or a Related
Entity; or

(v) commission of a crime involving
dishonesty, breach of trust, or physical or emotional harm to any person;

(i) “Change in Control” means,
except as provided below, a change in ownership or control of the Company
effected through any of the following transactions:

(i) the direct or indirect acquisition
by any person or related group of persons (other than an acquisition from or by
the Company or by a Company-sponsored employee benefit plan or by a person that
directly or indirectly controls, is controlled by, or is under common control
with, the Company) of beneficial ownership (within the meaning of Rule 13d 3 of
the Exchange Act) of securities possessing more than fifty percent (50%) of the
total combined voting power of the Company’s outstanding securities pursuant to
a tender or exchange offer made directly to the Company’s shareholders which a
majority of the Continuing Directors who are not Affiliates or Associates of the
offeror do not recommend such shareholders accept; or

(ii) a change in the composition of
the Board over a period of thirty-six (36) months or less such that a majority
of the Board members (rounded up to the next whole number) ceases, by reason of
one or more contested elections for Board membership, to be comprised of
individuals who are Continuing Directors.




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Notwithstanding the foregoing, the following transactions shall
not constitute a “Change of Control”: 

(i) the closing of any public offering
of the Company’s securities pursuant to an effective registration statement
filed under the Securities Act of 1933, as amended, 

(ii) the closing of a public offering
of the Company’s securities through the facilities of any stock exchange;
and

(iii) with respect to an Award that is
subject to Section 409A of the Code, and payment or settlement of such Award is
to be accelerated in connection with an event that would otherwise constitute a
Change of Control, no event set forth previously in this definition shall
constitute a Change of Control for purposes of this Plan or any Award Agreement
unless such event also constitutes a “change in the ownership”, “change in the
effective control” or “change in the ownership of a substantial portion of the
assets of the corporation” as defined under Section 409A of the Code and
Treasury guidance formulated thereunder which guidance currently provides that:


(A) a “change in ownership” of a
corporation shall be deemed to have occurred if any one person or more than one
person acting as a group acquires stock of a corporation that constitutes more
than 50% of the total Fair Market Value or total voting power of the stock of
the corporation. Stock acquired by any person or group of people who already
owns more than 50% of such total Fair Market Value or total voting power of
stock shall not trigger a change in ownership

(B) a “change in the effective
control” of a corporation generally shall be deemed to have occurred if within a
12-month period either: 

(I) any one person or more than one
person acting as a group acquires ownership of stock possessing 35% or more of
the total voting power of the stock of the corporation, or 

(II) a majority of the members of the
corporation's board of directors is replaced by directors whose appointment or
election is not endorsed by a majority of the members of the corporation's board
of directors prior to the date of the appointment or election.

(C) a “change in the ownership of a
substantial portion of the corporation's assets” generally is deemed to occur if
within a 12-month period any person, or more than one person acting as a group,
acquires assets from the corporation that have a total gross fair market value
at least equal to 40% of the total gross fair market value of all the
corporation's assets immediately prior to such acquisition. The gross fair
market value of assets is determined without regard to any liabilities

(j) “Code” means the United
States Internal Revenue Code of 1986, as amended;

(k) “Committee” means the
Compensation Committee or any other committee appointed by the Board to
administer this Plan in accordance with the provisions of this Plan;




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(l) “Common Stock” means the
common stock of the Company;

(m) “Company” means Nord
Resources Corporation, a Delaware corporation;

(n) “Consultant” means any
person (other than an Employee) who is engaged by the Company or any Related
Entity to render consulting or advisory services to the Company or such Related
Entity;

(o) “Continuing Directors” means
members of the Board who either (i) have been Board members continuously for a
period of at least thirty-six (36) months, or (ii) have been Board members for
less than thirty-six (36) months and were appointed or nominated for election as
Board members by at least a majority of the Board members described in clause
(i) who were still in office at the time such appointment or nomination was
approved by the Board;

(p) “Continuous Service” means
that the provision of services to the Company or a Related Entity in any
capacity of Employee, Director or Consultant that is not interrupted or
terminated. Continuous Service shall not be considered interrupted in the case
of (i) any approved leave of absence, (ii) transfers between locations of the
Company or among the Company, any Related Entity, or any successor, in any
capacity of Employee, Director or Consultant, or (iii) any change in status as
long as the individual remains in the service of the Company or a Related Entity
in any capacity of Employee, Director or Consultant (except as otherwise
provided in the Award Agreement). An approved leave of absence shall include
sick leave, maternity or paternity leave, military leave, or any other
authorized personal leave. For purposes of incentive stock options, no such
leave may exceed ninety (90) days, unless reemployment upon expiration of such
leave is guaranteed by statute or contract;

(q) “Corporate Transaction”
means any of the following transactions:

(i) a merger or consolidation in which
the Company is not the surviving entity, except for a transaction the principal
purpose of which is to change the jurisdiction in which the Company is
organized;

(ii) the sale, transfer or other
disposition of all or substantially all of the assets of the Company (including
the capital stock of the Company’s subsidiary corporations) in connection with
the complete liquidation or dissolution of the Company;

(iii) any reverse merger in which the
Company is the surviving entity but in which securities possessing more than
fifty percent (50%) of the total combined voting power of the Company’s
outstanding securities are transferred to a person or persons different from
those who held such securities immediately prior to such merger;

(iv) the sale or exchange by the
Company (in one or a series of transactions) of all or substantially all of its
assets to any other person or entity; or

(v) approval by the shareholders of
the Company of a plan to dissolve and liquidate the Company.

(r) “Covered Employee” means an
Employee who is a “covered employee” under Section 162(m)(3) of the
Code;




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(s) “Deferred Stock Units” means
Awards that are granted to Directors and are subject to the additional
provisions set out in Subpart A;

(t) “Director” means a member of
the Board or the board of directors of any Related Entity;

(u) “Disability” or
“Disabled” means that a Grantee is unable to carry out the
responsibilities and functions of the position held by the Grantee by reason of
any medically determinable physical or mental impairment. A Grantee shall not be
considered to have incurred a Disability unless he or she furnishes proof of
such impairment sufficient to satisfy the Administrator in its discretion.
Notwithstanding the above, (i) with respect to an Incentive Stock Option,
“Disability” or “Disabled” shall mean permanent and total disability as defined
in Section 22(e)(3) of the Code and (ii) to the extent an Option is subject to
Section 409A of the Code, and payment or settlement of the Option is to be
accelerated solely as a result of the Eligible Participant's Disability.
Disability shall have the meaning ascribed thereto under Section 409A of the
Code and the Treasury guidance promulgated thereunder.

(v) “Eligible Participant” means
any person who is an Officer, a Director, an Employee or a Consultant, including
individuals who are foreign nationals or are employed or reside outside the
United States;

(w) “Employee” means any person
who is a full-time or part-time employee of the Company or any Related
Entity;

(x) “Exchange Act” means the
Securities Exchange Act of 1934, as amended;

(y) “Fair Market Value” means,
as of any date, the value of a Share determined in good faith by the
Administrator. By way of illustration, but not limitation, for the purpose of
this definition, good faith shall be met if the Administrator employs the
following methods:

(i) Listed Stock. If the Common
Stock is traded on any established stock exchange or quoted on a national market
system, fair market value shall be (A) the closing sales price for the Common
Stock as quoted on that stock exchange or system for the last trading day
immediately preceding the Grant Date (the “Value Date”) as reported in The Wall
Street Journal or a similar publication, or (B) if the rules of the applicable
stock exchange require, the volume-weighted average trading price for five (5)
days prior to the date the Board approves the grant of the Award. If no sales
are reported as having occurred on the Value Date, fair market value shall be
that closing sales price for the last preceding trading day on which sales of
Common Stock is reported as having occurred. If no sales are reported as having
occurred during the five (5) trading days before the Value Date, fair market
value shall be the closing bid for Common Stock on the Value Date. If the Common
Stock is listed on multiple exchanges or systems, fair market value shall be
based on sales or bids on the primary exchange or system on which Common Stock
is traded or quoted. If the rules of any applicable stock exchange or system
require a different method of calculating fair market value, then such method as
is required by those rules.

(ii) Stock Quoted by Securities
Dealer. If Common Stock is regularly quoted by a recognized securities
dealer but selling prices are not reported on any established stock exchange or
quoted on a national market system, fair market value shall be the mean between
the high bid and low asked prices on the Value Date. If no prices are quoted for
the Value Date, fair market value shall be the mean between the
high bid and low asked prices on the last preceding trading day on which any bid
and asked prices were quoted.




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(iii) No Established Market. If
Common Stock is not traded on any established stock exchange or quoted on a
national market system and is not quoted by a recognized securities dealer, the
Administrator will determine fair market value in good faith. The Administrator
will consider the following factors, and any others it considers significant, in
determining fair market value: (A) the price at which other securities of the
Company have been issued to purchasers other than Employees, Directors, or
Consultants, (B) the Company’s net worth, prospective earning power,
dividend-paying capacity, and non-operating assets, if any, and (C) any other
relevant factors, including the economic outlook for the Company and the
Company’s industry, the Company’s position in that industry, the Company’s
goodwill and other intellectual property, and the values of securities of other
businesses in the same industry.

(iv) Additional Valuation. For
publicly traded companies, any valuation method permitted under Section 20.2031
-2 of the Estate Tax Regulations.

(v) Non-Publicly Traded Stock.
For non-publicly traded stock, the fair market value of the Common Stock at the
Grant Date based on an average of the fair market values as of such date set
forth in the opinions of completely independent and well-qualified experts (the
Eligible Participant's status as a majority or minority shareholder may be taken
into consideration). 

Regardless of whether the Common Stock
offered under the Award is publicly traded, a good faith attempt under this
definition shall not be met unless the fair market value of the Common Stock on
the Grant Date is determined with regard to nonlapse restrictions (as defined in
Section 1.83 -3(h) of the Treasury Regulations) and without regard to lapse
restrictions (as defined in Section 1.83 -3(i) of the Treasury Regulations);

(z) “Grantee” means an Eligible
Participant who receives an Award pursuant to an Award Agreement. 

(aa) “Grant Date” means the date
the Administrator approves that grant of an Award. However, if the Administrator
specifies that an Award’s Grant Date is a future date or the date on which a
condition is satisfied, the Grant Date for such Award is that future date or the
date that the condition is satisfied.

(bb) “Incentive Stock Option”
means an Option within the meaning of Section 422 of the Code;

(cc) “Insider” means:

(i) a Director or Senior Officer of
the Company;

(ii) a Director or Senior Officer of a
person that is itself an Insider or Subsidiary of the Company;

(iii) a person that has

(A) direct or indirect beneficial
ownership of, 




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(B) control or direction over, or

(C) a combination of direct or
indirect beneficial ownership of and control or direction over, 

securities of
  the Company carrying more than ten percent (10%) of the voting rights attached
  to all the Company’s outstanding voting securities, excluding, for the purpose
  of the calculation of the percentage held, any securities held by the person as
  underwriter in the course of a distribution; or 

(iv) the Company itself, if it has
purchased, redeemed or otherwise acquired any securities of its own issue, for
so long as it continues to hold those securities;

(dd) “Named Executive Officer”
means, if applicable, an Eligible Participant who, as of the date of vesting
and/or payout of an Award, is one of the group of “Covered Employees,” as
defined.

(ee) “Non-Qualified Stock
Option” means an Option which is not an Incentive Stock Option;

(ff) “Officer” means a person
who is an officer, including a Senior Officer, of the Company or a Related
Entity within the meaning of Section 16 of the Exchange Act and the rules and
regulations promulgated thereunder;

(gg) “Option” means an option to
purchase Shares pursuant to an Award Agreement granted under the Plan;

(hh) “Parent” means a “parent
corporation”, whether now or hereafter existing, as defined in Section
424(e) of the Code;

(ii) “Performance - Based
Compensation” means compensation qualifying as “performance-based
compensation” under Section 162(m) of the Code;

(jj) “Plan” means this Amended
and Restated 2006 Stock Incentive Plan as amended from time to time;

(kk) “Related Entity” means any
Parent or Subsidiary, and includes any business, corporation, partnership,
limited liability company or other entity in which the Company, a Parent or a
Subsidiary holds a greater than fifty percent (50%) ownership interest, directly
or indirectly;

(ll) “Related Entity
Disposition” means the sale, distribution or other disposition by the
Company of all or substantially all of the Company’s interests in any Related
Entity effected by a sale, merger or consolidation or other transaction
involving that Related Entity or the sale of all or substantially all of the
assets of that Related Entity.

(mm) “Restricted Stock” means
Shares issued under the Plan to the Grantee for such consideration, if any, and
subject to such restrictions on transfer, rights of first refusal, repurchase
provisions, forfeiture provisions, and other terms and conditions as,
established by the Administrator and specified in the related Award
Agreement;




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(nn) “Restricted Stock Unit”
means a notional account established pursuant to an Award granted to a Grantee,
as described in this Plan, that is (i) valued solely by reference to Shares,
(ii) subject to restrictions specified in the Award Agreement, and (iii) payable
only in Shares; 

(oo) “Restriction Period” means
the period during which the transfer of Shares of Restricted Stock is limited in
some way (based on the passage of time, the achievement of performance
objectives, or the occurrence of other events as determined by the
Administrator, in its sole discretion) or the Restricted Stock is not vested;


(pp) “SAR” means a stock
appreciation right entitling the Grantee to Shares or cash compensation, as
established by the Administrator, measured by appreciation in the value of
Common Stock;

(qq) “Senior Officer” means:

(i) the chair or vice chair of the
Board, the president, a vice-president, the secretary, the treasurer or the
general manager of the Company or a Related Entity;

(ii) any individual who performs
functions for a person similar to those normally performed by an individual
occupying any office specified in Section 2.1(qq)(i) above; and

(iii) the five (5) highest paid
employees of the Company or a Related Entity, including any individual referred
to in Section 2.1(qq)(i) or 2.1(qq)(ii) and excluding a commissioned salesperson
who does not act in a managerial capacity;

(rr) “Share” means a share of
the Common Stock; and

(ss) “Subsidiary” means a
“subsidiary corporation”, whether now or hereafter existing, as defined
in Section 424(f) of the Code.

3. STOCK SUBJECT TO THE PLAN

Number of Shares Available

	3.1	(a) Subject to the provisions of Section 18, the maximum
      aggregate number of Shares which may be issued pursuant to all Awards under this
      Plan is Eleven Million (11,000,000) (“Maximum Number”). The maximum
      aggregate number of Shares that may be granted in the form of Incentive Stock
      Options shall be Eleven Million (11,000,000). See Section 29 for Reservation of
    Shares.



(b) Shares that have been issued under the Plan pursuant to an
Award shall not be returned to the Plan and shall not become available for
future issuance under the Plan except that Shares (i) covered by an Award (or
portion of an Award) which is forfeited or cancelled, expires or is settled in
cash, or (ii) withheld to satisfy a Grantee’s minimum tax withholding
obligations, shall be deemed not to have been issued for purposes of determining
the Maximum Number of Shares which may be issued under the Plan. Also, only the
net numbers of Shares that are issued pursuant to the exercise of an Award shall
be counted against the Maximum Number.

(c) However, in the event that prior to the Award's
cancellation, termination, expiration, forfeiture or lapse, the holder of the
Award at any time received one or more elements of “beneficial ownership” pursuant to such Award (as
defined by the Securities Exchange Commission (SEC), pursuant to any rule
or interpretations promulgated under Section 16 of the Exchange Act), the Shares
subject to such Award shall not again be made available for regrant under the
Plan.




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Limitations on Award

3.2 Unless and until the Administrator determines that an Award
to a Grantee is not designed to qualify as Performance-Based Compensation, the
following limits (“Award Limits”) shall apply to grants of Awards to
Grantees subject to the Award Limits by Applicable Laws under this Plan: 

(a) Options and SARs.
Notwithstanding any provision in the Plan to the contrary (but subject to
adjustment as provided in Section 18), the maximum number of Shares with respect
to one or more Options and/or Stock Appreciation Rights that may be granted
during any one calendar year under the Plan to any one Grantee shall be 600,000
all of which may be granted as Incentive Stock Options); 

(b) Other Awards. The maximum
aggregate grant with respect to Awards of Restricted Stock, unrestricted Shares,
Restricted Stock Units and Deferred Stock Units (or used to provide a basis of
measurement for or to determine the value of Restricted Stock Units and Deferred
Stock Units) in any one calendar year to any one Grantee (determined on the date
of payment of settlement) shall be 600,000.

4. ADMINISTRATION

Authority of Plan Administrator

4.1 Authority to control and manage the operation and
administration of this Plan shall be vested in a committee consisting of two (2)
or more members of the Board (the “Committee”). It is intended that the
directors appointed to serve on the Committee shall be “non-employee
directors” (within the meaning of Rule 16b-3 promulgated under the Exchange
Act) and “outside directors” (within the meaning of Section 162(m) of the
Code) to the extent that Rule 16b-3 and, if necessary for relief from the
limitation under Section 162(m) of the Code and such relief sought by the
Company, Section 162(m) of the Code, respectively, are applicable. However, the
mere fact that a Committee member shall fail to qualify under either of the
foregoing requirements shall not invalidate any Award made by the Committee
which Award is otherwise validly made under the Plan. Members of the Committee
may be appointed from time to time by, and shall serve at the pleasure of, the
Board. As used herein, the term “Administrator” means the Committee.

Powers of the Administrator

4.2 Subject to Applicable Laws and the provisions of the Plan
or subplans hereof (including any other powers given to the Administrator
hereunder), and except as otherwise provided by the Board, the Administrator
shall have the exclusive power and authority, in its discretion: 

(a) to construe and interpret this Plan
and any agreements defining the rights and obligations of the Company and
Grantees under this Plan; 

(b) to select the Eligible Participants
to whom Awards may be granted from time to time hereunder;




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(c) to determine whether and to what
extent Awards are granted hereunder;

(d) to determine the number of Shares
or the amount of other consideration to be covered by each Award granted
hereunder; 

(e) to approve forms of Award
Agreements for use under the Plan, which need not be identical for each
Grantee;

(f) to determine the terms and
conditions of any Award granted under the Plan, including, but not limited to,
the exercise price, grant price or purchase price, any restrictions or
limitations on the Award, any schedule for lapse or forfeiture restrictions or
restrictions on the exercisability of the Award, and acceleration or waivers
thereof, based in each case on such considerations as the Committee in its sole
discretion determines that is not inconsistent with any rule or regulation under
any tax or securities laws or includes an alternative right that does not
disqualify an Incentive Stock Option under applicable regulations;

(g) to suspend the right of a holder to
exercise all or part of an Award for any reason that the Administrator considers
in the best interest of the Company;

(h) subject to regulatory approval,
amend or suspend the Plan, or revoke or alter any action taken in connection
therewith, except that no general amendment or suspension of the Plan, shall,
without the written consent of all Grantees, alter or impair any Award granted
under the Plan unless as a result of a change in the Applicable Law;

(i) to establish additional terms,
conditions, rules or procedures to accommodate the rules or laws of applicable
foreign jurisdictions and to afford Grantees favorable treatment under such
laws; provided, however, that no Award shall be granted under any such
additional terms, conditions, rules or procedures with terms or conditions which
are inconsistent with the provisions of the Plan; 

(j) to further define the terms used in
this Plan; 

(k) to correct any defect or supply any
omission or reconcile any inconsistency in this Plan or in any Award Agreement;


(l) to provide for rights of refusal
and/or repurchase rights; 

(m) to amend outstanding Award
Agreements to provide for, among other things, any change or modification which
the Administrator could have provided for upon the grant of an Award or in
furtherance of the powers provided for herein that does not disqualify an
Incentive Stock Option under applicable regulations unless the Grantee so
consents;

(n) to prescribe, amend and rescind
rules and regulations relating to the administration of this Plan; and 

(o) to take such other action, not
inconsistent with the terms of the Plan, as the Administrator deems
appropriate.




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Effect of Administrator’s Decision

4.3 All decisions, determinations and interpretations of the
Administrator shall be conclusive and binding on all persons. The Administrator
shall not be liable for any decision, action or omission respecting this Plan,
or any Awards granted or Shares sold under this Plan. In the event an Award is
granted in a manner inconsistent with the provisions of this Section 4, such
Award shall be presumptively valid as of its grant date to the extent permitted
by the Applicable Laws.

Action by Committee

4.4 Except as otherwise provided by committee charter or other
similar corporate governance documents, for purposes of administering the Plan,
the following rules of procedure shall govern the Committee. A majority of the
Committee shall constitute a quorum. The acts of a majority of the members
present at any meeting at which a quorum is present, and acts approved
unanimously in writing by the members of the Committee in lieu of a meeting,
shall be deemed the acts of the Committee. Each member of the Committee is
entitled to, in good faith, rely or act upon any report or other information
furnished to that member by any officer or other employee of the Company or any
Parent or Affiliate, the Company’s independent certified public accountants, or
any executive compensation consultant or other professional retained by the
Company to assist in the administration of the Plan.

Limitation on Liability

4.5 To the extent permitted by applicable law in effect from
time to time, no member of the Committee shall be liable for any action or
omission of any other member of the Committee nor for any act or omission on the
member's own part, excepting only the member's own wilful misconduct or gross
negligence, arising out of or related to this Plan. The Company shall pay
expenses incurred by, and satisfy a judgment or fine rendered or levied against,
a present or former member of the Committee in any action against such person
(whether or not the Company is joined as a party defendant) to impose liability
or a penalty on such person for an act alleged to have been committed by such
person while a member of the Committee arising with respect to this Plan or
administration thereof or out of membership on the Committee or by the Company,
or all or any combination of the preceding, provided, the Committee member was
acting in good faith, within what such Committee member reasonably believed to
have been within the scope of his or her employment or authority and for a
purpose which he or she reasonably believed to be in the best interests of the
Company or its stockholders. Payments authorized hereunder include amounts paid
and expenses incurred in settling any such action or threatened action. The
provisions of this Section 4.5 shall apply to the estate, executor,
administrator, heirs, legatees or devisees of a Committee member, and the term
“person” as used on this Section 4.5 shall include the estate, executor,
administrator, heirs, legatees, or devisees of such person.

5. ELIGIBILITY

Except as otherwise provided, all types of Awards may be
granted to Eligible Participants. An Eligible Participant who has been granted
an Award may be, if he or she continues to be eligible, granted additional
Awards.




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6. AWARDS

Type of Awards

6.1 The Administrator is authorized to award any type of
arrangement to an Eligible Participant that is not inconsistent with the
provisions of the Plan and that by its terms involves or might involve the
issuance of 

(a) Shares, including unrestricted
Shares, (b) Options, (c) SARs, 

(d) any other security with the value
derived from the value of the Shares, such as Stock and Restricted Stock
Units,

(e) Deferred Stock Units,

(f) Dividend Equivalent Rights, as
defined in Section 13, or

(g) any combination of the
foregoing.

Designation of Award

6.2 Each type of Award shall be designated in the Award
Agreement. In the case of an Option, the Option shall be designated as either an
Incentive Stock Option or a Non-Qualified Stock Option. But see Section 7.3(a)
regarding exceeding the Incentive Stock Option threshold.

7. GRANT OF OPTIONS; TERMS AND CONDITIONS OF GRANT

Grant of Options

	7.1	(a) One or more Options may be granted to any Eligible
Participant. Subject to the express provisions of this Plan, the Administrator
shall determine from the Eligible Participants those individuals to whom Options
under this Plan may be granted. The Shares underlying a grant of an Option may
be in the form of Restricted Stock or unrestricted Stock.



(b) Further, subject to the express provisions of this Plan,
the Administrator shall specify the Grant Date, the number of Shares covered by
the Option, the exercise price and the terms and conditions for exercise of the
Options. As soon as practicable after the Grant Date, the Company shall provide
the Grantee with a written Award Agreement in the form approved by the
Administrator, which sets out the Grant Date, the number of Shares covered by
the Option, the exercise price and the terms and conditions for exercise of the
Option.

(c) The Administrator may, in its absolute discretion, grant
Options under this Plan at any time and from time to time before the expiration
of this Plan.




- 13 -

General Terms and Conditions

7.2 Except as otherwise provided herein, the Options shall be
subject to the following terms and conditions and such other terms and
conditions not inconsistent with this Plan as the Administrator may impose:

(a) Exercise of Option. The
Administrator may determine in its discretion whether any Option shall be
subject to vesting and the terms and conditions of any such vesting. The Award
Agreement shall contain any such vesting schedule.

(b) Option Term. Each Option and
all rights or obligations thereunder shall expire on such date as shall be
determined by the Administrator, but not later than ten (10) years after the
Grant Date (five (5) years in the case of an Incentive Stock Option when the
Optionee owns more than ten percent (10%) of the total combined voting power of
all classes of stock of the Company or any Parent or Subsidiary (“Ten Percent
Stockholder”)), and shall be subject to earlier termination as hereinafter
provided.

(c) Exercise Price. The Exercise
Price of any Option shall be determined by the Administrator when the Option is
granted and may not be less than one hundred percent (100%) of the Fair Market
Value of the Shares on the Grant Date, and the Exercise Price of any Incentive
Stock Option granted to a Ten Percent Stockholder shall not be less than one
hundred ten percent (110%) of the Fair Market Value of the Shares on the Grant
Date. Payment for the Shares purchased shall be made in accordance with Section
16 of this Plan. The Administrator is authorized to issue Options, whether
Incentive Stock Options or Non-qualified Stock Options, at an option price in
excess of the Fair Market Value on the Grant Date. 

(d) Method of Exercise. Options
may be exercised only by delivery to the Company of a stock option exercise
agreement (the “Exercise Agreement”) in a form approved by the
Administrator (which need not be the same for each Grantee), stating the number
of Shares being purchased, the restrictions imposed on the Shares purchased
under such Exercise Agreement, if any, and such representations and agreements
regarding the Grantee'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 securities laws, together with payment in full of the exercise price
for the number of Shares being purchased.

(e) Exercise After Certain
Events.

(i) Termination of Continuous
Services. If for any reason other than Disability or death, a Grantee
terminates Continuous Service, vested Options held at the date of such
termination may be exercised, in whole or in part, at any time within three (3)
months after the date of such termination or such lesser period specified in the
Award Agreement (but in no event after the earlier of (i) the expiration date of
the Option as set forth in the Award Agreement, and (ii) ten (10) years from the
Grant Date (five (5) years for a Ten Percent Stockholder if the Option is an
Incentive Stock Option)). 

(ii) Continuation of Services as
Consultant/Advisor. If a Grantee granted an Incentive Stock Option
terminates employment but continues as a Consultant (no termination of
Continuous Service), Grantee need not exercise an Incentive Stock Option within
three (3) months of termination of employment but shall be entitled to exercise
within three (3) months of termination of Continuous Service (one (1) year in
the event of Disability or death) or such lesser period specified in the Award
Agreement (but in no event after the earlier of (i) the expiration date of the
Option as set forth in the Award Agreement, and (ii) ten (10) years from the
Grant Date). However, if Grantee does not exercise within three (3) months of
termination of employment, pursuant to Section 422 of the Code the Option shall
not qualify as an Incentive Stock Option. 




- 14 -

(iii) Disability and Death. If
a Grantee becomes Disabled while rendering Continuous Service, or dies while
employed by the Company or Related Entity or within three (3) months thereafter,
vested Options then held may be exercised by the Grantee, the Grantee's personal
representative, or by the person to whom the Option is transferred by the laws
of descent and distribution, in whole or in part, at any time within one (1)
year after the termination because of the Disability or death or any lesser
period specified in the Award Agreement (but in no event after the earlier of
(i) the expiration date of the Option as set forth in the Award Agreement, and
(ii) ten (10) years from the Grant Date (five (5) years for a Ten Percent
Stockholder if the Option is an Incentive Stock Option).

Limitations on Grant of Incentive Stock Options

	7.3	(a) Threshold. The aggregate
Fair Market Value (determined as of the Grant Date) of the Shares for which
Incentive Stock Options may first become exercisable by any Grantee during any
calendar year under this Plan, together with that of Shares subject to Incentive
Stock Options first exercisable by such Grantee under any other plan of the
Company or any Parent or Subsidiary, shall not exceed $100,000. For purposes of
this Section 7.3(a), all Options in excess of the $100,000 threshold shall be
treated as Non-Qualified Stock Options notwithstanding the designation as
Incentive Stock Options. For this purpose, Options shall be taken into account
in the order in which they were granted, and the Fair Market Value of the Shares
shall be determined as of the date the Option with respect to such Shares is
granted.



(b) Compliance with Section 422 of
the Code. There shall be imposed in the Award Agreement relating to
Incentive Stock Options such terms and conditions as are required in order that
the Option be an “incentive stock option” as that term is defined in
Section 422 of the Code.

(c) Requirement of Employment.
No Incentive Stock Option may be granted to any person who is not an Employee of
the Company or a Parent or Subsidiary of the Company.

8. RESTRICTED STOCK AWARDS

Grant of Restricted Stock Awards

8.1 Subject to the terms and provisions of this Plan, the
Administrator is authorized to make awards of Restricted Stock to any Eligible
Participant in such amounts and subject to such terms and conditions as may be
selected by the Administrator. The restrictions may lapse separately or in
combination at such times, under such circumstances, in such instalments,
time-based or upon the satisfaction of performance goals or otherwise, as the
Administrator determines at the time of the grant of the Award or thereafter.
(See Performance Goals, Section 14.4) . All awards of Restricted Stock shall be
evidenced by Award Agreements and the issuance of restricted stock
certificates.

Consideration

8.2 Restricted Stock may be issued in connection with:

(a) Services. Services rendered
to the Company or an Affiliate (i.e. bonus); and/or 




- 15 -

(b) Purchase Price. A purchase
price based on the Fair Market Value of such stock on the date of grant, as
specified in the Award Agreement related to such Restricted Stock. 

Voting and Dividends

8.3 Unless the Administrator in its sole and absolute
discretion otherwise provides in an Award Agreement, holders of Restricted Stock
shall have the right to vote such Restricted Stock and the right to receive any
dividends declared or paid with respect to such Restricted Stock. The
Administrator may provide that any dividends paid on Restricted Stock must be
reinvested in shares of Stock which shall be issued under the Plan based on the
Fair Market Value of such stock at the time, which may or may not be subject to
the same vesting conditions and restrictions applicable to such Restricted
Stock. All distributions, if any, received by a Grantee with respect to
Restricted Stock as a result of any stock split, stock dividend, combination of
shares, or other similar transaction shall be subject to the restrictions
applicable to the original Award.

Forfeiture

8.4 In the case of an event of forfeiture pursuant to the Award
Agreement, including failure to satisfy the restriction period or a performance
objective during the applicable restriction period, any Restricted Stock that
has not vested prior to the event of forfeiture shall automatically expire, and
all of the rights, title and interest of the Grantee thereunder shall be
forfeited in their entirety including but not limited to any right to vote and
receive dividends with respect to the Restricted Stock. Notwithstanding the
foregoing, the Administrator may provide in any Award Agreement that
restrictions or forfeiture conditions relating to Restricted Stock shall be
waived in whole or in part in the event of terminations resulting from specified
causes, and the Administrator may in other cases waive in whole or in part
restrictions or forfeiture conditions relating to Restricted Stock, provided
such waiver is in accordance with the Applicable Laws. 

Certificates for Restricted Stock

8.5 Restricted Stock granted under this Plan may be evidenced
in such manner as the Administrator shall determine, including by way of
certificates. The Administrator may provide in an Award Agreement that either
(i) the Secretary of the Company shall hold such certificates for the Grantee’s
benefit until such time as the Restricted Stock is forfeited to the Company or
the restrictions lapse, (see Escrow; Pledge of Shares, Section 23) or (ii) such
certificates shall be delivered to the Grantee, provided, however, that such
certificates shall bear a legend or legends that comply with the applicable
securities laws and regulations and make appropriate reference to the
restrictions imposed under this Plan and the Award Agreement.

9. UNRESTRICTED STOCK AWARDS

The Administrator may, in its sole discretion, grant (or sell
at Fair Market Value or such other higher purchase price determined by the
Administrator in the Award Agreement) an Award of unrestricted Shares to any
Grantee pursuant to which such Grantee may receive Shares free of any
restrictions under this Plan.




- 16 -

10. RESTRICTED STOCK UNITS

Grant of Restricted Stock Units

10.1 Subject to the terms and provisions of this Plan, the
Administrator is authorized to make awards of Restricted Stock Units to any
Eligible Participant in such amounts and subject to such terms and conditions as
may be selected by the Administrator. These restrictions may lapse separately or
in combination at such times, under such circumstances, in such instalments,
time-based or upon the satisfaction of performance goals or otherwise, as the
Administrator determines at the time of the grant of the Award or thereafter.
(See Performance Goals, Section 14.4) . All awards of Restricted Stock Units
shall be evidenced by Award Agreements. 

Number of Restricted Stock Units

10.2 The Award Agreement shall specify the number of Share
equivalent units granted and such other provisions as the Administrator
determines.

Consideration

10.3 Restricted Stock Units may be issued in connection with:


(a) Services. Services rendered
to the Company or an Affiliate (i.e. bonus); and/or

(b) Purchase Price. A purchase
price based on the Fair Market Value of the underlying stock on the date of
grant, as specified in the Award Agreement related to such Restricted Stock
Units. 

No Voting Rights

10.4 The holders of Restricted Stock Units shall have no rights
as stockholders of the Company.

Dividend Equivalency

10.5 The Administrator, in its sole and absolute discretion,
may provide in an Award Agreement evidencing a grant of Restricted Stock Units
that the holder shall be entitled to receive, upon the Company’s payment of a
cash dividend on its outstanding Shares, a cash payment for each Restricted
Stock Unit. (See Section 13, Dividend Equivalent Right). Such Award Agreement
may also provide that such cash payment shall be deemed reinvested in additional
Restricted Stock Units at a price per unit equal to the Fair Market Value of a
Share on the date that such dividend is paid.

Creditor’s Rights

10.6 A holder of Restricted Stock Units shall have no rights
other than those of a general creditor of the Company. Restricted Stock Units
represent an unfunded and unsecured obligation of the Company, subject to the
terms and conditions of the applicable Award Agreement.

Settlement of Restricted Stock Units

10.7 Each Restricted Stock Unit shall be paid and settled by
the issuance of Restricted Stock or unrestricted Shares in accordance with the
Award Agreement and if such settlement is subject to Section 409A of the Code
only upon any one or more of the following as provided for in the Award
Agreement:




- 17 -

(a) a specific date or date
determinable by a fixed schedule; 

(b) upon the Eligible Participant’s
termination of Continuous Service to the extent the same constitutes a
separation from services for purposes of Section 409A of the Code except that if
an Eligible Participant is a “key employee” as defined in Section 409A of
the Code for such purposes, then payment or settlement shall occur 6 months
following such separation of service;

(c) as a result of the Eligible
Participant’s death or Disability; or

(d) in connection with or as a result
of a Change in Control in compliance with Section 409A of the Code.

Forfeiture

10.8 Upon failure to satisfy any requirement for settlement as
set forth in the Award Agreement, including failure to satisfy any restriction
period or performance objective, any Restricted Stock Units held by the Grantee
shall automatically expire, and all of the rights, title and interest of the
Grantee thereunder shall be forfeited in their entirety including but not
limited to any right to receive dividends with respect to the Restricted Stock
Units.

11. DIRECTOR SHARES AND DIRECTOR DEFERRED STOCK
UNITS

The grant of Awards of Shares to Directors and the election by
Directors to defer the receipt of the Awards of Shares (“Deferred Stock
Units”) shall be governed by the provisions of Subpart A. The provisions of
Subpart A are attached hereto as part of this Plan and are incorporated herein
by reference.

12. STOCK APPRECIATION RIGHTS

Awards of SARs

12.1 A SAR is an award to receive a number of Shares (which may
consist of Restricted Stock), or cash, or Shares and cash, as determined by the
Administrator in accordance with Section 12.4 below, for services rendered to
the Company. A SAR may be awarded pursuant to an Award Agreement that shall be
in such form (which need not be the same for each Grantee) as the Administrator
shall from time to time approve, and shall comply with and be subject to the
terms and conditions of this Plan. A SAR may vary from Grantee to Grantee and
between groups of Grantees, and may be based upon performance objectives (See
Performance Goals in Section 14.4) . 

Term

12.2 The term of a SAR shall be set forth in the Award
Agreement as determined by the Administrator.

Exercise

12.3 A Grantee desiring to exercise a SAR shall give written
notice of such exercise to the Company, which notice shall state the proportion
of Shares and cash that the Grantee desires to receive pursuant to the SAR
exercised, subject to the discretion of the Administrator. Upon receipt of the
notice from the Grantee, subject to the Administrator’s election to pay cash as
provided in Section 12.4 below, the Company shall deliver to the person entitled
thereto (i) a certificate or certificates for Shares and/or 




- 18 -

(ii) a cash payment, in accordance with Section 12.4 below. The
date the Company receives written notice of such exercise hereunder is referred
to in this Section 12 as the “exercise date”. 

Number of Shares or Amount of Cash

12.4 Subject to the discretion of the Administrator to
substitute cash for Shares, or some portion of the Shares for cash, the amount
of Shares that may be issued pursuant to the exercise of a SAR shall be
determined by dividing: (i) the total number of Shares as to which the SAR is
exercised, multiplied by the amount by which the Fair Market Value of the Shares
on the exercise date exceeds the Fair Market Value of a Share on the date of
grant of the SAR, by (ii) the Fair Market Value of a Share on the exercise date;
provided, however, that fractional Shares shall not be issued and in lieu
thereof, a cash adjustment shall be paid. In lieu of issuing Shares upon the
exercise of a SAR, the Administrator in its sole discretion may elect to pay the
cash equivalent of the Fair Market Value of the Shares on the exercise date for
any or all of the Shares that would otherwise be issuable upon exercise of the
SAR. 

Effect of Exercise

12.5 A partial exercise of a SAR shall not affect the right to
exercise the remaining SAR from time to time in accordance with this Plan and
the applicable Award Agreement with respect to the remaining shares subject to
the SAR.

Forfeiture

12.6 In the case of an event of forfeiture pursuant to the
Award Agreement, including failure to satisfy any restriction period or a
performance objective, any SAR that has not vested prior to the date of
termination shall automatically expire, and all of the rights, title and
interest of the Grantee thereunder shall be forfeited in their entirety.

13. DIVIDEND EQUIVALENT RIGHT

A dividend equivalent right is an Award entitling the recipient
to receive credits based on cash distributions that would have been paid on the
Shares specified in the dividend equivalent right (or other Award to which it
relates) if such Shares had been issued to and held by the recipient (a
“Dividend Equivalent Right”). A Dividend Equivalent Right may be granted
hereunder to any Grantee as a component of another Award or as a freestanding
Award. The terms and conditions of Dividend Equivalent Right shall be specified
in the grant. Dividend equivalents credited to the holder of a Dividend
Equivalent Right may be paid currently or may be deemed to be reinvested in
additional Shares, which may thereafter accrue additional equivalents. Any such
reinvestment shall be at Fair Market Value on the date of reinvestment. Dividend
Equivalent Rights may be settled in cash or Shares or a combination thereof, in
a single instalment or instalments, all determined in the sole discretion of the
Administrator. A Dividend Equivalent Right granted as a component of another
Award may provide that such Dividend Equivalent Right shall be settled upon
exercise, settlement, or payment of, or lapse of restrictions on, such other
Award, and that such Dividend Equivalent Right shall expire or be forfeited or
annulled under the same conditions as such other Award. A Dividend Equivalent
Right granted as a component of another Award may also contain terms and
conditions different from such other Award. 




- 19 -

14. TERMS AND CONDITIONS OF AWARDS

In General

14.1 Subject to the terms of the Plan and Applicable Laws, the
Administrator shall determine the provisions, terms, and conditions of each
Award including, but not limited to, the Award vesting schedule, repurchase
provisions, rights of first refusal, forfeiture provisions, form of payment
(cash, Shares, or other consideration) upon settlement of the Award, payment
contingencies, and satisfaction of any performance criteria. 

Term of Award

14.2 The term of each Award shall be the term stated in the
Award Agreement. 

Transferability

	14.3	(a) Limits on Transfer. No right or interest of a
Grantee in any unexercised or restricted Award may be pledged, encumbered or
hypothecated to or in favor of any party other than to the Company or a Related
Entity or Affiliate. No Award shall be sold, assigned, transferred or disposed
of by a Grantee other than by the laws of descent and distribution or, in the
case of an Incentive Stock Option, pursuant to a domestic relations order that
would satisfy Section 414(p)(1)(A) of the Code if such Section applied to an
Award under the Plan; provided, however, that the Administrator may (but need
not) permit other transfers where the Administrator concludes that such
transferability (i) does not result in accelerated taxation or other adverse tax
consequences, (ii) does not cause any Option intended to be an Incentive Stock
Option to fail to be described in Section 422(b) of the Code, and (iii) is
otherwise appropriate and desirable, taking into account any factors deemed
relevant, including, without limitation, state or federal tax or securities laws
applicable to transferable Awards.



(b) Beneficiaries. Notwithstanding Section 14.3(a), a
Grantee may, in the manner determined by the Administrator, designate a
beneficiary to exercise the rights of the Grantee and to receive any
distribution with respect to any Award upon the Grantee’s death. A beneficiary,
legal guardian, legal representative or other person claiming any rights under
the Plan is subject to all terms and conditions of the Plan and any Award
Agreement applicable to the Grantee, except to the extent the Plan and such
Award Agreement otherwise provide, and to any additional restrictions deemed
necessary or appropriate by the Administrator. If no beneficiary has been
designated or survives the Grantee, payment shall be made to the Grantee’s
estate. Subject to the foregoing, a beneficiary designation may be changed or
revoked by a Grantee at any time, provided the change or revocation is filed
with the Administrator.

Performance Goals

14.4 In order to preserve the deductibility of an Award under
Section 162(m) of the Code, the Administrator may determine that any Award
granted pursuant to this Plan to a Grantee that is or is expected to become a
Covered Employee shall be determined solely on the basis of (a) the achievement
by the Company or Subsidiary of a specified target return, or target growth in
return, on equity or assets, (b) the Company’s stock price, (c) the Company’s
total shareholder return (stock price appreciation plus reinvested dividends)
relative to a defined comparison group or target over a specific performance
period, (d) the achievement by the Company or a Parent or Subsidiary, or a
business unit of any such entity, of a specified target, or target growth in,
net income, earnings per share, earnings before income and taxes, and earnings
before income, taxes, depreciation and amortization, or (e) any combination of
the goals set forth in (a) through (d) above. If an Award is made on such
basis, the Administrator shall establish goals prior to the beginning of the
period for which such performance goal relates (or such later date as may be
permitted under Section 162(m) of the Code or the regulations thereunder but not
later than 90 days after commencement of the period of services to which the
performance goal relates), and the Administrator has the right for any reason to
reduce (but not increase) the Award, notwithstanding the achievement of a
specified goal. Any payment of an Award granted with performance goals shall be
conditioned on the written certification of the Administrator in each case that
the performance goals and any other material conditions were satisfied.




- 20 -

In addition, to the extent that Section 409A is applicable, (i)
performance-based compensation shall also be contingent on the satisfaction of
pre-established organizational or individual performance criteria relating to a
performance period of at least twelve (12) consecutive months in which the
Eligible Participant performs services and (ii) performance goals shall be
established not later than 90 days after the beginning of any performance period
to which the performance goal relates, provided that the outcome is
substantially uncertain at the time the criteria are established.

Acceleration

14.5 The Administrator may, in its sole discretion (but subject
to the limitations of and compliance with Section 409A of the Code and Section
14.7 in connection therewith), at any time (including, without limitation, prior
to, coincident with or subsequent to a Change of Control) determine that (a) all
or a portion of a Grantee’s Awards shall become fully or partially exercisable,
and/or (b) all or a part of the restrictions on all or a portion of the
outstanding Awards shall lapse, in each case, as of such date as the
Administrator may, in its sole discretion, declare. The Administrator may
discriminate among Grantees and among Awards granted to a Grantee in exercising
its discretion pursuant to this Section 14.5.

Compliance with Section 162(m) of the Code

14.6 Notwithstanding any provision of this Plan to the
contrary, if the Administrator determines that compliance with Section 162(m) of
the Code is required or desired, all Awards granted under this Plan to Named
Executive Officers shall comply with the requirements of Section 162(m) of the
Code. In addition, in the event that changes are made to Section 162(m) of the
Code to permit greater flexibility with respect to any Award or Awards under
this Plan, the Administrator may make any adjustments it deems appropriate.

Compliance with Section 409A of the Code

14.7 Notwithstanding any provision of this Plan to the
contrary, if any provision of this Plan or an Award Agreement contravenes any
regulations or Treasury guidance promulgated under Section 409A of the Code or
could cause an Award to be subject to the interest and penalties under Section
409A of the Code, such provision of this Plan or any Award Agreement shall be
modified to maintain, to the maximum extent practicable, the original intent of
the applicable provision without violating the provisions of Section 409A of the
Code. In addition, in the event that changes are made to Section 409A of the
Code to permit greater flexibility with respect to any Award under this Plan,
the Administrator may make any adjustments it deems appropriate. To the extent
permitted under Section 409A of the Code, the Administrator may accelerate
payment of any portion of an Award otherwise subject to Section 409A of the Code
to pay employment taxes permitted to be paid on compensation deferred under the
Plan.




- 21 -

Section 280G of the Code

14.8 Notwithstanding any other provision of this Plan to the
contrary, unless expressly provided otherwise in the Award Agreement, if the
right to receive or benefit from an Award under this Plan, either alone or
together with payments that a Grantee has a right to receive from the Company,
would constitute a “parachute payment” (as defined in Section 280G of the
Code), all such payments shall be reduced to the largest amount that shall
result in no portion being subject to the excise tax imposed by Section 4999 of
the Code.

Exercise of Award Following Termination of Continuous
Service

14.9 An Award may not be exercised after the termination date
of such Award set forth in the Award Agreement and may be exercised following
the termination of a Grantee’s Continuous Service only to the extent provided in
the Award Agreement. Where the Award Agreement permits a Grantee to exercise an
Award following the termination of the Grantee’s Continuous Service for a
specified period, the Award shall terminate to the extent not exercised on the
last day of the specified period or the last day of the original term of the
Award, whichever occurs first.

Cancellation of Awards

14.10 In the event a Grantee’s Continuous Service has been
terminated for “Cause”, he or she shall immediately forfeit all rights to
any and all Awards outstanding. The determination that termination was for Cause
shall be final and conclusive. In making its determination, the Board shall give
the Grantee an opportunity to appear and be heard at a hearing before the full
Board and present evidence on the Grantee's behalf. Should any provision to this
Section 14.10. be held to be invalid or illegal, such illegality shall not
invalidate the whole of this Section 14, but, rather, this Plan shall be
construed as if it did not contain the illegal part or narrowed to permit its
enforcement, and the rights and obligations of the parties shall be construed
and enforced accordingly.

15. ADDITIONAL TERMS RELATING TO INSIDERS

15.1 With respect to Awards made to Insiders, the following
terms and conditions shall apply in addition to those contained herein, as
applicable:

(a) the exercise price of an Award
granted to an Insider cannot be reduced, or the term of the Award cannot be
extended to benefit an Insider, unless the Company obtains shareholder approval,
excluding the votes of securities held directly or indirectly by Insiders
benefiting from such change;

(b) the number of securities issuable
to Insiders, at any time, under all of the Company’s security based compensation
arrangements, cannot exceed ten percent (10%) of the Company’s total issued and
outstanding Common Stock; and

(c) the number of securities issued to
Insiders, within any one year period, under all of the Company’s security based
compensation arrangements, cannot exceed ten percent (10%) of the issued and
outstanding Common Stock.




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16. PAYMENT FOR SHARE PURCHASES

Payment

16.1 Payment for Shares purchased pursuant to this Plan may be
made 

(a) Cash. By cash, cashier’s
check or wire transfer.

Or at the discretion of the Administrator expressly for the
Grantee and where permitted by law as follows: 

(b) Surrender of Shares. By
surrendering for cancellation Shares with a Fair Market Value equal to the
purchase price, provided that the Shares surrendered have been owned by the
Grantee for more than six (6) months, or lesser period if the surrender of
Shares is otherwise exempt from Section 16 of the Exchange 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).

(c) Deemed Net-Stock Exercise.
By forfeiture of Shares with a Fair Market Value equal to the value of the
exercise price pursuant to a “deemed net-stock exercise” by requiring the
Grantee to accept that number of Shares determined in accordance with the
following formula, rounded down to the nearest whole integer:



	 	where: 	  
	 	a = 	net Shares to be issued to
      Grantee 
	 	b = 	number of Awards being exercised
    
	 	c = 	Fair Market Value of a Share
  
	 	d = 	exercise price of the Awards
  


(d) Broker-Assisted. By
delivering a properly executed exercise notice to the Company together with a
copy of irrevocable instructions to a broker to deliver promptly to the Company
the amount of sale or loan proceeds necessary to pay the exercise price and the
amount of any required tax or other withholding obligations.

Combination of Methods

16.2 By any combination of the foregoing methods of payment or
any other consideration or method of payment as shall be permitted by applicable
corporate law.






- 23 -
17. WITHHOLDING TAXES

Withholding Generally

17.1 Whenever Shares are to be issued in satisfaction of Awards
  granted under this Plan or Shares are forfeited pursuant to a “deemed
    net-stock exercise,” the Company may require the Grantee to remit to the
  Company an amount sufficient to satisfy the foreign, federal, state, provincial,
  or local income and employment tax withholding obligations, including, without
  limitation, on exercise of an Award. When, under applicable tax laws, a Grantee incurs tax
  liability in connection with the exercise or vesting of any Award, the
  disposition by a Grantee or other person of an Award or an Option prior to
  satisfaction of the holding period requirements of Section 422 of the Code, or
  upon the exercise of a Non-Qualified Stock Option, the Company shall have the
  right to require such Grantee or such other person to pay by cash, or check
  payable to the Company, the amount of any such withholding with respect to such
  transactions. Any such payment must be made promptly when the amount of such
  obligation becomes determinable.

Stock for Withholding

17.2 To the extent permissible under applicable tax, securities
and other laws, the Administrator may, in its sole discretion and upon such
terms and conditions as it may deem appropriate, permit a Grantee to satisfy his
or her obligation to pay any such withholding tax, in whole or in part, with
Shares up to an amount not greater than the Company's minimum statutory
withholding rate for federal and state tax purposes, including payroll taxes,
that are applicable to such supplemental taxable income. The Administrator may
exercise its discretion, by (i) directing the Company to apply Shares to which
the Grantee is entitled as a result of the exercise of an Award, or (ii)
delivering to the Company Shares that have been owned by the Grantee for more
than six (6) months, unless the delivery of Shares is otherwise exempt from
Section 16 of the Exchange Act. A Grantee who has made an election pursuant to
this Section 17.2 may satisfy his or her withholding obligation only with Shares
that are not subject to any repurchase, forfeiture, unfulfilled vesting or other
similar requirements. The Shares so applied or delivered for the withholding
obligation shall be valued at their Fair Market Value as of the date of
measurement of the amount of income subject to withholding and shall be
cancelled upon receipt by the Company.

18. ADJUSTMENTS UPON CHANGES IN CAPITALIZATION

In General

18.1 Subject to any required action by the shareholders of the
Company, the number of Shares covered by each outstanding Award, and the number
of Shares which have been authorized for issuance under the Plan but as to which
no Awards have yet been granted or which have been returned to the Plan, the
exercise or purchase price of each such outstanding Award, as well as any other
terms that the Administrator determines require adjustment shall be
proportionately adjusted for (i) any increase or decrease in the number of
issued Shares resulting from a stock split, reverse stock split, stock dividend,
combination or reclassification of the Shares, or (ii) any other increase or
decrease in the number of issued Shares effected without receipt of
consideration by the Company; provided, however that conversion of any
convertible securities of the Company shall not be deemed to have been effected
without receipt of consideration. The Administrator shall make the appropriate
adjustments to (i) the maximum number and/or class of securities issuable under
this Plan; and (ii) the number and/or class of securities and the exercise price
per Share in effect under each outstanding Award in order to prevent the
dilution or enlargement of benefits thereunder; provided, however, that the
number of Shares subject to any Award shall always be a whole number and the
Administrator shall make such adjustments as are necessary to insure Awards of
whole Shares. Such adjustment shall be made by the Administrator and its
determination shall be final, binding and conclusive. 

Company’s Right to Effect Changes in Capitalization

18.2 The existence of outstanding Awards shall not affect the
Company's right to effect adjustments, recapitalizations, reorganizations or
other changes in its or any other corporation's capital structure or business,
any merger or consolidation, any issuance of bonds, debentures, preferred or
prior preference stock ahead of or affecting the Shares, the
dissolution or liquidation of the Company's or any other corporation's assets or
business or any other corporate act whether similar to the events described
above or otherwise.




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19. CORPORATE TRANSACTIONS/CHANGES IN CONTROL/RELATED ENTITY
DISPOSITIONS

Company is Not the Survivor

19.1 Except as may otherwise be provided in an Award Agreement,
the Administrator shall have the authority, in its absolute discretion,
exercisable either in advance of any actual or anticipated Corporate Transaction
or Related Entity Disposition in which the Company is not the surviving
corporation, or at the time of an actual Corporate Transaction or Related Entity
Disposition in which the Company is not the surviving corporation without,
shareholder approval (a) to cancel each outstanding Award upon payment in cash
to the Grantee, of the amount by which any cash and the Fair Market Value of any
other property which the Grantee would have received as consideration for the
Shares covered by the Award if the Award had been exercised before such
Corporate Transaction or Related Entity Disposition exceeds the exercise price
of the Award, or (b) to negotiate to have such Award assumed by the surviving
corporation. The determination as to whether the Company is the surviving
corporation is at the sole and absolute discretion of the Administrator.

In addition to the foregoing, in the event of a dissolution or
liquidation of the Company, or a Corporate Transaction or Related Entity
Disposition in which the Company is not the surviving corporation, the
Administrator, in its absolute discretion, may accelerate the time within which
each outstanding Award may be exercised. Section 19.3 shall control with respect
to any acceleration in vesting in the event of Change of Control.

The Administrator shall also have the authority:

(a) to release the Awards from
restrictions on transfer and repurchase or forfeiture rights of such Awards on
such terms and conditions as the Administrator may specify, and 

(b) to condition any such Award’s
vesting and exercisability or release from such limitations upon the subsequent
termination of the Continuous Service of the Grantee within a specified period
following the effective date of the Corporate Transaction or Related Entity
Disposition. 

Effective upon the consummation of a Corporate Transaction or
Related Entity Disposition governed by this Section 19.1, all outstanding Awards
under this Plan not exercised by the Grantee or assumed by the successor
corporation shall terminate.

Company is the Survivor

19.2 In the event of a Corporate Transaction or Related Entity
Disposition in which the Company is the surviving corporation, the Administrator
shall, subject to any required regulatory approvals, determine the appropriate
adjustment of the number and kind of securities with respect to which
outstanding Awards may be exercised, and the exercise price at which outstanding
Awards may be exercised. The Administrator shall determine, in its sole and
absolute discretion, when the Company shall be deemed to survive for purposes of
this Plan. Subject to any contrary language in an Award Agreement evidencing an
Award, any restrictions applicable to such Award shall apply as well to any
replacement shares received by the Grantee as a result.




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Change in Control

19.3 If there is a Change of Control, all outstanding Awards
shall fully vest immediately upon the Company's public announcement of such a
change.

20. PRIVILEGES OF STOCK OWNERSHIP

No Grantee shall have any of the rights of a stockholder with
respect to any Shares until the Shares are issued to the Grantee. After Shares
are issued to the Grantee, the Grantee shall 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, that if such Shares are Restricted Stock, then any new,
additional or different securities the Grantee 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 shall be
subject to the same restrictions as the Restricted Stock. The Company shall
issue (or cause to be issued) such stock certificate promptly upon exercise of
the Award.

21. RESTRICTION ON SHARES

At the discretion of the Administrator, the Company may reserve
to itself and/or its assignee(s) in the Award Agreement that the Grantee not
dispose of the Shares for a specified period of time, or that the Shares are
subject to a right of first refusal or a right to repurchase by the Company at
the Shares’ Fair Market Value at the time of sale. The terms and conditions of
any such rights or other restrictions shall be set forth in the Award Agreement
evidencing the Award.

22. CERTIFICATES

All certificates for Shares or other securities delivered under
this Plan shall be subject to such stock transfer orders, legends and other
restrictions as the Administrator may deem necessary or advisable, including
restrictions under any applicable federal, state or foreign securities law, or
any rules, regulations and other requirements of the Securities and Exchange
Commission or any stock exchange or automated quotation system upon which the
Shares may be listed or quoted.

23. ESCROW; PLEDGE OF SHARES

To enforce any restrictions on a Grantee's Shares, the
Administrator may require the Grantee to deposit all certificates representing
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.

24. SECURITIES LAW AND OTHER REGULATORY COMPLIANCE

Compliance With Applicable Law

24.1 An Award shall not be effective unless such Award is in
compliance with all applicable federal and state securities laws, rules and
regulations of any governmental body, and the requirements of any stock exchange
or automated quotation system upon which the Shares may then be listed or
quoted, as they are in effect on the Grant Date and also on the date of exercise
or other issuance. Notwithstanding any other provision in this Plan, the Company
shall have no obligation to issue or deliver certificates for Shares under this
Plan prior to (i) obtaining any approvals from governmental agencies that the
Company determines are necessary or advisable; and/or (ii) completion
of any registration or other qualification of such Shares under any state or
federal laws or rulings of any governmental body that the Company determines to
be necessary or advisable. The Company shall be under no obligation to register
the Shares with the Securities Exchange Commission 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 shall have
no liability for any inability or failure to do so. Evidences of ownership of
Shares acquired pursuant to an Award shall bear any legend required by, or
useful for purposes of compliance with, applicable securities laws, this Plan or
the Award Agreement.




- 26 -

During any time when the Company has a class of equity security
registered under Section 12 of the Exchange Act, it is the intent of the Company
that Awards pursuant to this Plan and the exercise of Awards granted hereunder
shall qualify for the exemption provided by Rule 16b-3 under the Exchange Act.
To the extent that any provision of this Plan or action by the Board or the
Administrator does not comply with the requirements of Rule 16b-3, it shall be
deemed inoperative to the extent permitted by law and deemed advisable by the
Board or the Administrator, and shall not affect the validity of this Plan. In
the event that Rule 16b-3 is revised or replaced, the Administrator may exercise
its discretion to modify this Plan in any respect necessary to satisfy the
requirements of, or to take advantage of any features of, the revised exemption
or its replacement. 

Investment Representation

24.2 As a condition to the exercise of an Award, the Company
may require the person exercising such Award to represent and warrant at the
time of any such exercise that the Shares are being purchased only for
investment and without any present intention to sell or distribute such Shares
if, in the opinion of counsel for the Company, such a representation is required
by any Applicable Laws.

25. NO OBLIGATION TO EMPLOY

Nothing in this Plan or any Award granted under this Plan shall
confer or be deemed to confer on any Grantee any right to continue in the employ
of, or to continue any other relationship with, the Company or to limit in any
way the right of the Company to terminate such Grantee's employment or other
relationship at any time, with or without Cause.

26. EFFECTIVE DATE AND TERM OF PLAN

This Plan shall become effective upon the earlier to occur of
its adoption by the Board or its approval by the shareholders of the Company. It
shall continue in effect for a term of ten (10) years unless sooner
terminated.

27. SHAREHOLDER APPROVAL

This Plan shall be subject to approval by the shareholders of
the Company within twelve (12) months from the date the Plan is adopted by the
Company’s Board. Such shareholder approval shall be obtained in the degree and
manner required under Applicable Laws. The Administrator may grant Awards under
this Plan prior to approval by the shareholders, but until such approval is
obtained, no such Award shall be exercisable. In the event that shareholder
approval is not obtained within the twelve (12) month period provided above, all
Awards previously granted under this Plan shall be cancelled and of no force or
effect.




- 27 -

28. AMENDMENT, SUSPENSION OR TERMINATION OF THIS PLAN OR
AWARDS

The Board may amend, suspend or terminate this Plan at any time
and for any reason. To the extent necessary to comply with Applicable Laws, the
Company shall obtain shareholder approval of any Plan amendment in such a manner
and to such a degree as required. Shareholder approval shall be required for the
following types of amendments to this Plan: (i) any increase in Maximum Number
of Shares issuable under the Plan except for a proportional increase in the
Maximum Number as a result of stock split or stock dividend, or a change from a
fixed Maximum Number of Shares to a fixed maximum percentage, (ii) any change to
those persons who are entitled to become participants under the Plan which would
have the potential of broadening or increasing Insider participation, or (iii)
the addition of any form of financial assistance or amendment to a financial
assistance provision which is more favourable to Grantees. 

Further, the Board may, in its discretion, determine that any
amendment should be effective only if approved by the shareholders even if such
approval is not expressly required by this Plan or by law. No Award may be
granted during any suspension of this Plan or after termination of this Plan.


Any amendment, suspension or termination of this Plan shall not
affect Awards already granted, and such Awards shall remain in full force and
effect as if this Plan had not been amended, suspended or terminated, unless
mutually agreed otherwise between the Grantee and the Administrator, which
agreement must be in writing and signed by the Grantee and the Company. At any
time and from time to time, the Administrator may amend, modify, or terminate
any outstanding Award or Award Agreement without approval of the Grantee;
provided however, that subject to the applicable Award Agreement, no such
amendment, modification or termination shall, without the Grantee’s consent,
reduce or diminish the value of such Award determined as if the Award had been
exercised, vested, cashed in or otherwise settled on the date of such amendment
or termination unless required by Applicable Law.

Notwithstanding any provision herein to the contrary, the
Administrator shall have broad authority to amend this Plan or any outstanding
Award under this Plan without shareholder approval or approval of the Grantee to
the extent necessary or desirable (i) to comply with, or take into account
changes in, applicable tax laws, securities laws, accounting rules and other
applicable laws, rules and regulations, or (ii) to ensure that an Award is not
subject to interest and penalties under Section 409A of the Code or the excise
tax imposed by Section 4999 of the Code.

Further, notwithstanding any provision herein to the contrary,
and subject to Applicable Law, the Administrator may, in its absolute
discretion, amend or modify this Plan without shareholder approval (i) to
correct any defect or supply any omission or reconcile any inconsistency in this
Plan or to make any other such amendments which are of a “housekeeping” or
clerical nature; (ii) to change the vesting provisions of an Award granted
hereunder, as applicable; (iii) to change the termination provision of an Award
granted hereunder, as applicable, which does not entail an extension beyond the
original expiry date of such Award; (iv) the addition of a cashless exercise
feature, payable in cash or securities, which provides for a full deduction of
the number of underlying securities from the Maximum Number; and (v) with
respect to non-Insiders, to amend the exercise price of an Award or extend the
expiry period of an Award.

29. RESERVATION OF SHARES

The Company, during the term of this Plan, shall at all times
reserve and keep available such number of Shares as shall be sufficient to
satisfy the requirements of this Plan. 




- 28 -

The Shares to be issued hereunder upon exercise of an Award may
be either authorized but unissued; supplied to the Plan through acquisitions of
Shares on the open market; Shares forfeited back to the Plan; Shares surrendered
in payment of the exercise price of an Award; or Shares withheld for payment of
applicable employment taxes and/or withholding obligations resulting from the
exercise of an Award.

The inability of the Company to obtain authority from any
regulatory body having jurisdiction, which authority is deemed by the Company’s
counsel to be necessary to the lawful issuance and sale of any Shares hereunder,
shall relieve the Company of any liability in respect of the failure to issue or
sell such Shares as to which such requisite authority shall not have been
obtained.

30. EXCHANGE AND BUYOUT OF AWARDS

The Administrator may, at any time or from time to time,
authorize the Company, with the consent of the respective Grantees, and subject
to any required shareholder or regulatory approvals, to issue new Awards in
exchange for the surrender and cancellation of any or all outstanding Awards.
The Administrator may at any time buy from a Grantee an Award previously granted
with payment in cash, Shares (including Restricted Stock) or other
consideration, based on such terms and conditions as the Administrator and the
Grantee may agree.

31. APPLICABLE TRADING POLICY

The Administrator and each Eligible Participant will ensure
that all actions taken and decisions made by the Administrator or an Eligible
Participant, as the case may be, pursuant to this Plan comply with any
Applicable Laws and policies of the Company relating to insider trading or
Black-out Periods.

Should the expiry date for an Option fall within a Black-out
Period, or within nine (9) business days following the expiration of a Black-out
Period, such expiry date shall be automatically extended without any further act
or formality to that day which is the tenth (10th) business day after the end of
the Blackout Period, such tenth business day to be considered the expiry date
for such Option for all purposes under the Plan.

For the purposes of this provision, “Black-out Period”
means an interval of time during which the Company has determined that one or
more Eligible Participants may not trade any securities of the Company because
they may be in possession of undisclosed material information pertaining to the
Company, or when in anticipation of the release of quarterly or annual
financials, to avoid potential conflicts associated with a company’s
insider-trading policy or applicable securities legislation, (which, for greater
certainty, does not include the period during which a cease trade order is in
effect to which the Company or in respect of an Insider, that Insider, is
subject).

32. GOVERNING LAW

The Plan shall be governed by the laws of the State of Arizona;
provided, however, that any Award Agreement may provide by its terms that it
shall be governed by the laws of any other jurisdiction as may be deemed
appropriate by the parties thereto.




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33. MISCELLANEOUS

Except as specifically provided in a retirement or other
  benefit plan of the Company or a Related Entity, Awards shall not be deemed
  compensation for purposes of computing benefits or contributions under any
  retirement plan of the Company or a Related Entity, and shall not affect any
  benefits under any other benefit plan of any kind or any benefit plan
  subsequently instituted under which the availability or amount of benefits is related to level of compensation. The Plan is
  not a “Retirement Plan” or “Welfare Plan” under the Employee
    Retirement Income Security Act of 1974, as amended.




SUBPART A

STOCK AND DEFERRED STOCK UNITS FOR ELIGIBLE DIRECTORS

A. Stock Award. The Administrator shall pay Eligible
Remuneration to each Director pursuant to an Award Agreement.

B. Election. Further, the Administrator may, in its sole
discretion, permit each Eligible Director to receive all or any portion of his
Eligible Remuneration during the Remuneration Period in the form of Deferred
Stock Units under this Plan (an “Election”). All deferrals pursuant to
such an Election shall be evidenced by an Award Agreement. 

For purposes of this Subpart A, the following definitions shall
apply:

“Annual Retainer” for a particular Director means the
retainer (including any additional amounts payable for serving as lead Director
or on any committee of the Board), payable to that Director for serving as a
Director for the relevant Remuneration Period, as determined by the Board;

“Attendance Fee” means amounts payable annually to a
Director as a Board meeting attendance fee or a committee meeting attendance
fee, or any portion thereof;

“Canadian Director” means a Director who is a resident
of Canada for the purposes of the Canadian Tax Act, and whose income from
employment by the Company or Related Entity is subject to Canadian income tax,
notwithstanding any provision of the Canada-United States Income Tax Convention
(1980), as amended;

“Canadian Tax Act” and “Canadian Tax Regulations”
means respectively the Income Tax Act (Canada), as amended and the Income Tax Regulation promulgated
thereunder, as amended;

“Deferred Stock Unit” means a right granted by the
Company to an Eligible Director to receive, on a deferred payment basis, Shares
under this Plan; 

“Eligible Director” is any Director of this Company or
Related Entity that the Administrator determines is eligible to elect to receive
Deferred Stock Units under this Plan;

“Eligible Remuneration” means all amounts payable to an
Eligible Director in Shares, including all or part of amounts payable in
satisfaction of the Annual Retainer, Attendance Fees or any other fees relating
to service on the Board which are payable to an Eligible Director or in
satisfaction of rights or property surrendered by an Eligible Director to the
Company; it being understood that the amount of Eligible Remuneration payable to
any Eligible Director may be calculated by the Administrator in a different
manner than Eligible Remuneration payable to another Eligible Director in its
sole and absolute discretion;

“Prescribed Plan or Arrangement” means a prescribed plan
or arrangement as defined in s.6801(d) of the Canadian Tax Regulation;

“Remuneration Period” means, as applicable, (a) the
period commencing on the Effective Date of this Plan and ending on the last day
of the calendar year in which the Effective Date occurs; and (b) thereafter each
subsequent calendar year, or where the context requires, any portion of such
period; and




- 2 -

“Salary Deferral Arrangement” means a salary deferral
arrangement as defined in the Canadian Tax Act.

1. Election. An Eligible Director who desires to defer
receipt of all or a portion of his or her Eligible Remuneration in any calendar
year shall make such election in writing to the Company specifying:

(a) the dollar amount or percentage of
Eligible Remuneration to be deferred; and

(b) the deferral period.

Such election must be made before the first day of the calendar
year in which the Eligible Remuneration shall be payable; provided, that: (a)
the initial election must be made not later than 30 days following the adoption
of the Plan by the Board of Directors; and (b) a newly appointed or elected
Eligible Director shall be eligible to defer payment of future Eligible
Remuneration by providing written election to the Company within 30 days of his
or her appointment or election to the Board of Directors. The elections made
pursuant to this Section shall be irrevocable with respect to Eligible
Remuneration to which such elections pertain and shall also apply to subsequent
Eligible Remuneration payable in future calendar years unless such Eligible
Director notifies the Company in writing, before the first day of the applicable
calendar year, that he or she desires to change such election.

If the Eligible Director does not timely deliver an election in
respect of a particular Remuneration Period, the Eligible Director will receive
the Eligible Remuneration as provided for in the Award Agreement.

2. Determination Of Deferred Stock Units. The Company
will maintain a separate account for each Eligible Director to which it will
quarterly credit Deferred Stock Units at the end of March, June, September and
December, or as otherwise determined by the Administrator, the Deferred Stock
Units granted to the Eligible Director for the relevant Remuneration Period. The
number of Deferred Stock Units (including fractional Deferred Stock Units,
computed to three digits) to be credited to an account for an Eligible Director
will be determined on the date approved by the Administrator by dividing the
appropriate amount of Eligible Remuneration to be deferred into Deferred Stock
Units by the Fair Market Value on that date.

3. No Voting Rights. The holders of Deferred Stock Units
shall have no rights as stockholders of the Company.

4. Dividend Equivalency. The Company will, on any date
on which a cash or stock dividend is paid on its outstanding Shares, credit to
each Eligible Director’s account that number of additional Deferred Stock Units
(including fractional Deferred Stock Units, computed to three digits) calculated
by (i) multiplying the amount of the dividend per Share by the number of
Deferred Stock Units in the account as of the record date for payment of the
dividend, and (ii) dividing the amount obtained in (i) by the Fair Market Value
on the date on which the dividend is paid. (See Section 13 of the Plan, Dividend
Equivalent Right).

5. Eligible Director’s Account. A written confirmation
of the balance in each Eligible Directors’ Account will be sent by the Company
to the Eligible Director upon request of the Eligible Director.

6. Creditor’s Rights. A holder of Deferred Stock Units
shall have no rights other than those of a general creditor of the Company.
Deferred Stock Units represent an unfunded and unsecured obligation of the
Company, subject to the terms and condition of the applicable Award
Agreement.




- 3 -

7. Settlement of Deferred Stock Units. Subject to
Section 8, each Deferred Stock Unit shall be paid and settled by the issuance of
Restricted or unrestricted Shares in accordance with the Award Agreement and if
such settlement is subject to Section 409A of the Code only upon any one or more
of the following as provided for in the Award Agreement:

(a) a specific date or date
determinable by a fixed schedule; 

(b) upon the Eligible Director’s
termination of Continuous Services to the extent the same constitutes a
separation from services for the purposes of Section 409A of the Code except
that if an Eligible Director is a “key employee” as defined in Section
409A of the Code for such purposes, then payment or settlement shall occur 6
months following such separation of service;

(c) as a result of the Eligible
Director’s death or Disability; or

(d) in connection with or as a result
of a Change in Control in compliance with 409A of the Code.

The Company will issue one Share for each whole Deferred Stock
Unit credited to the Eligible Director’s account (net of any applicable
withholding tax as provided for in this Plan). Such payment shall be made by the
Company as soon as reasonably possible following the settlement date. Fractional
Shares shall not be issued, and where the Eligible Director would be entitled to
receive fractional Shares in respect of any fractional Deferred Stock Unit, the
Company shall pay to such Eligible Director, in lieu of such fractional Shares,
cash equal to the Fair Market Value of such fractional Shares calculated as of
the day before such payment is made, net of any applicable withholding tax.

8. Canadian Directors. If a Deferred Stock Unit is
granted to an Eligible Director who is a Canadian Director would otherwise
constitute a Salary Deferred Arrangement, the Award Agreement pertaining to that
Deferred Stock Unit shall contain such other or additional terms as will cause
the Deferred Stock Unit to be a Prescribed Plan or Arrangement.

9. Issuance of Stock Certificates. A stock certificate
or certificates shall be registered and issued in the name of the holder of
Deferred Stock Units and delivered to such holder as soon as practicable after
such Deferred Stock Units have become payable or satisfied in accordance with
the terms of the Plan

10. Non-Exclusivity. Nothing in this Subpart A shall
prohibit the Administrator from making discretionary Awards to Eligible
Directors pursuant to the other provisions of this Plan or outside this Plan,
not otherwise inconsistent with these provisions.

11. Defined Terms. Capitalized terms used in this
Subpart A and not defined herein have the meaning given in the Plan.