ALIGN
TECHNOLOGY, INC.

     

    2005
INCENTIVE PLAN

     

    (amended
September 2010)

     

    1.           Purposes of the
Plan.  The purposes of this Plan are:

     

    
      	
               
      

            	
              ·

            	
              to
      attract and retain the best available personnel for positions of
      substantial responsibility,

            


    

     

    
      	
               
      

            	
              ·

            	
              to
      provide incentives to individuals who perform services to the Company,
      and

            


    

     

    
      	
               
      

            	
              ·

            	
              to
      promote the success of the Company’s
business.

            


    

     

    The Plan
permits the grant of Incentive Stock Options, Nonstatutory Stock Options,
Restricted Stock, SARs, Restricted Stock Units, Performance Units, Performance
Shares and other stock or cash awards as the Administrator may
determine.

     

    2.           Definitions.  As
used herein, the following definitions will apply:

     

    (a)           “Administrator” means
the Board or any of its Committees as will be administering the Plan, in
accordance with Section 4 of the Plan.

     

    (b)           “Affiliate” means any
corporation or any other entity (including, but not limited to, partnerships and
joint ventures) controlling, controlled by, or under common control with the
Company.

     

    (c)           “Applicable Laws”
means the requirements relating to the administration of equity-based awards
under U.S. state corporate laws, U.S. federal and state securities laws, the
Code, any stock exchange or quotation system on which the Common Stock is listed
or quoted and the applicable laws of any foreign country or jurisdiction where
Awards are, or will be, granted under the Plan.

     

    (d)           “Award” means,
individually or collectively, a grant under the Plan of Options, Restricted
Stock, SARs, Restricted Stock Units, Performance Units, Performance Shares and
other stock or cash awards as the Administrator may determine.

     

    (e)           “Award Agreement”
means the written or electronic agreement setting forth the terms and provisions
applicable to each Award granted under the Plan.  The Award Agreement
is subject to the terms and conditions of the Plan.

     

    (f)           “Board” means the
Board of Directors of the Company.

     

    (g)           “Change in Control”
means the occurrence of any of the following events:


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

     

    (i)        Any
“person” (as such term is used in Sections 13(d) and 14(d) of the Exchange Act)
becomes the “beneficial owner” (as defined in Rule 13d-3 of the Exchange Act),
directly or indirectly, of securities of the Company representing fifty percent
(50%) or more of the total voting power represented by the Company’s then
outstanding voting securities; or

     

    (ii)       The
consummation of the sale or disposition by the Company of all or substantially
all of the Company’s assets;

     

    (iii)      A
change in the composition of the Board occurring within a two-year period, as a
result of which fewer than a majority of the directors are Incumbent
Directors.  “Incumbent Directors” means directors who either
(A) are Directors as of the effective date of the Plan, or (B) are
elected, or nominated for election, to the Board with the affirmative votes of
at least a majority of the Incumbent Directors at the time of such election or
nomination (but will not include an individual whose election or nomination is
in connection with an actual or threatened proxy contest relating to the
election of directors to the Company); or

     

    (iv)      The
consummation of a merger or consolidation of the Company with any other
corporation, other than a merger or consolidation which would result in the
voting securities of the Company outstanding immediately prior thereto
continuing to represent (either by remaining outstanding or by being converted
into voting securities of the surviving entity or its parent) at least fifty
percent (50%) of the total voting power represented by the voting securities of
the Company or such surviving entity or its parent outstanding immediately after
such merger or consolidation.

     

    (h)           “Code” means the
Internal Revenue Code of 1986, as amended.  Any reference to a section
of the Code herein will be a reference to any successor or amended section of
the Code.

     

    (i)
           “Committee” means a
committee of Directors or of other individuals satisfying Applicable Laws
appointed by the Board in accordance with Section 4 hereof.

     

    (j) 
          “Common Stock” means
the common stock of the Company.

     

    (k)           “Company” means Align
Technology, Inc., a Delaware corporation, or any successor thereto.

     

    (l)  
         “Consultant” means any
person, including an advisor, engaged by the Company or its Affiliate to render
services to such entity.

     

    (m)          “Determination Date”
means the latest possible date that will not jeopardize the qualification of an
Award granted under the Plan as “performance-based compensation” under Section
162(m) of the Code.

     

    (n)           “Director” means a
member of the Board.

     

    (o)           “Disability” means
total and permanent disability as defined in Section 22(e)(3) of the Code,
provided that in the case of Awards other than Incentive Stock Options, the
Administrator in its discretion may determine whether a permanent and total
disability exists in accordance with uniform and non-discriminatory standards
adopted by the Administrator from time to time.


    
      
         


      

      
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    (p)           “Employee” means any
person, including Officers and Directors, employed by the Company or its
Affiliates.  Neither service as a Director nor payment of a director’s
fee by the Company will be sufficient to constitute “employment” by the
Company.

     

    (q)           “Exchange Act” means
the Securities Exchange Act of 1934, as amended.

     

    (r) 
          “Fair Market Value”
means, as of any date, the value of Common Stock as the Administrator may
determine in good faith by reference to the price of such stock on any
established stock exchange or a national market system on the day of
determination if the Common Stock is so listed on any established stock exchange
or a national market system.  If the Common Stock is not listed on any
established stock exchange or a national market system, the value of the Common
Stock as the Administrator may determine in good faith.

     

    (s)           “Fiscal Year” means
the fiscal year of the Company.

     

    (t)
           “Incentive Stock
Option” means an Option that by its terms qualifies and is otherwise
intended to qualify as an incentive stock option within the meaning of
Section 422 of the Code and the regulations promulgated
thereunder.

     

    (u)           “Inside Director”
means a Director who is an Employee.

     

    (v)           “Misconduct” means the
commission of any act of fraud, embezzlement or dishonesty by the Participant,
any unauthorized use or disclosure by such person of confidential information or
trade secrets of the Company or its Affiliates, or any other intentional
misconduct by such person adversely affecting the business or affairs of the
Company or its Affiliates in a material manner.  The foregoing
definition will not in any way preclude or restrict the right of the Company or
its Affiliates to discharge or dismiss any Participant for any other acts or
omissions, but such other acts or omissions will not be deemed, for purposes of
the Plan, to constitute grounds for termination for Misconduct.

     

    (w)          “Nonstatutory Stock
Option” means an Option that by its terms does not qualify or is not
intended to qualify as an Incentive Stock Option.

     

    (x)           “Officer” means a
person who is an officer of the Company within the meaning of Section 16 of
the Exchange Act and the rules and regulations promulgated
thereunder.

     

    (y)           “Option” means a stock
option granted pursuant to the Plan.

     

    (z)           “Outside Director”
means a Director who is not an Employee.

     

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

     

    (bb)        “Participant” means
the holder of an outstanding Award.


    
      
         


      

      
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    (cc)         “Performance Goals”
will have the meaning set forth in Section 12 of the Plan.

     

    (dd)        “Performance Period”
means any Fiscal Year of the Company or such other period as determined by the
Administrator in its sole discretion.

     

    (ee)         “Performance Share”
means an Award denominated in Shares which may be earned in whole or in part
upon attainment of performance goals or other vesting criteria as the
Administrator may determine pursuant to Section 10.

     

    (ff)           “Performance Unit”
means an Award which may be earned in whole or in part upon attainment of
performance goals or other vesting criteria as the Administrator may determine
and which may be settled for cash, Shares or other securities or a combination
of the foregoing pursuant to Section 10.

     

    (gg)        “Period of
Restriction” means the period during which the transfer of Shares of
Restricted Stock are subject to restrictions and therefore, the Shares are
subject to a substantial risk of forfeiture.  Such restrictions may be
based on the passage of time, the achievement of target levels of performance,
or the occurrence of other events as determined by the
Administrator.

     

    (hh)        “Plan” means this 2005
Incentive Plan.

     

    (ii)           “Restricted Stock”
means Shares issued pursuant to a Restricted Stock award under Section 7 of
the Plan, or issued pursuant to the early exercise of an Option.

     

    (jj)           “Restricted Stock
Unit” means a bookkeeping entry representing an amount equal to the Fair
Market Value of one Share, granted pursuant to Section 9.  Each
Restricted Stock Unit represents an unfunded and unsecured obligation of the
Company.

     

    (kk)         “Rule 16b-3” means
Rule 16b-3 of the Exchange Act or any successor to Rule 16b-3, as in effect
when discretion is being exercised with respect to the Plan.

     

    (ll)           “Section 16(b)”  means
Section 16(b) of the Exchange Act.

     

    (mm)       “Service Provider”
means an Employee, Director or Consultant.

     

    (nn)        “Share” means a share
of the Common Stock, as adjusted in accordance with Section 18 of the
Plan.

     

    (oo)        “Stock Appreciation
Right” or “SAR” means an Award,
granted alone or in connection with an Option, that pursuant to Section 8
is designated as a SAR.

     

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


    
      
         


      

      
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    3.           Stock Subject to the Plan.

     

    (a)           Stock Subject to the
Plan.  Subject to the provisions of Section 18 of the
Plan, the maximum aggregate number of Shares that may be awarded and sold under
the Plan is 15,983,379 Shares (6,000,000 Shares plus 9,983,379 Shares which is
the number of Shares that had been reserved but not issued under the Company’s
2001 Stock Incentive Plan (the “2001 Plan”) as of March 28, 2005), plus up
to an aggregate of 5,000,000 Shares that are or would have been returned to the
2001 Plan as a result of termination of options or repurchase of Shares on or
after March 28, 2005.  The Shares may be authorized, but unissued, or
reacquired Common Stock.

     

    (b)           Full Value
Awards.  Any Shares subject to Options or SARs will be counted
against the numerical limits of this Section 3 as one Share for every Share
subject thereto.  Any Shares subject to Restricted Stock, Restricted
Stock Units, Performance Shares or Performance Units with a per share or unit
purchase price lower than 100% of Fair Market Value on the date of grant will be
counted against the numerical limits of this Section 3 as one and one-half
(1 1⁄2) Shares for every one (1) Share subject thereto.  To the extent
that a Share that was subject to an Award that counted as one and one-half (1 1⁄2)
Shares against the Plan reserve pursuant to the preceding sentence is recycled
back into the Plan under the next paragraph of this Section 3, the Plan
will be credited with one and one-half (1 1⁄2) Shares.

     

    (c)           Lapsed
Awards.  If an Award expires or becomes unexercisable without
having been exercised in full or, with respect to an Award of Restricted Stock
Units, Performance Units or Performance Shares, is terminated due to failure to
vest, the unpurchased Shares (or for Awards other than Options or SARs, the
unissued Shares) which were subject thereto will become available for future
grant or sale under the Plan (unless the Plan has terminated).  Upon
the exercise of a SAR settled in Shares, the gross number of Shares covered by
the portion of the Award so exercised will cease to be available under the
Plan.  Shares that have actually been issued under the Plan under any
Award will not be returned to the Plan and will not become available for future
distribution under the Plan; provided, however, that if Shares issued pursuant
to Awards of Restricted Stock, Restricted Stock Units, Performance Shares or
Performance Units are repurchased by the Company or are forfeited to the Company
due to failure to vest, such Shares will become available for future grant under
the Plan.  Shares used to pay the exercise or purchase price of an
Award and/or to satisfy the tax withholding obligations related to an Award will
not become available for future grant or sale under the Plan.  To the
extent an Award under the Plan is paid out in cash rather than Shares, such cash
payment will not result in reducing the number of Shares available for issuance
under the Plan.  Notwithstanding the foregoing and, subject to
adjustment as provided in Section 18, the maximum number of Shares that may
be issued upon the exercise of Incentive Stock Options will equal the aggregate
Share number stated in Section 3(a), plus, to the extent allowable under
Section 422 of the Code and the Treasury Regulations promulgated
thereunder, any Shares that become available for issuance under the Plan under
this Section 3(c).

     

    (d)           Share
Reserve.  The Company, during the term of this Plan, will at
all times reserve and keep available such number of Shares as will be sufficient
to satisfy the requirements of the Plan.


    
      
         


      

      
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    4.           Administration of the
Plan.

     

    (a)          Procedure.

     

    (i)        Multiple Administrative
Bodies.  Different Committees with respect to different groups
of Service Providers may administer the Plan.

     

    (ii)       Section 162(m).  To
the extent that the Administrator determines it to be desirable to qualify
Awards granted hereunder as “performance-based compensation” within the meaning
of Section 162(m) of the Code, the Plan will be administered by a Committee
of two or more “outside directors” within the meaning of Section 162(m) of
the Code.

     

    (iii)      Rule
16b-3.  To the extent desirable to qualify transactions
hereunder as exempt under Rule 16b-3, the transactions contemplated hereunder
will be structured to satisfy the requirements for exemption under Rule
16b-3.

     

    (iv)      Other
Administration.  Other than as provided above, the Plan will be
administered by (A) the Board or (B) a Committee, which committee will
be constituted to satisfy Applicable Laws.

     

    (b)          Powers of the
Administrator.  Subject to the provisions of the Plan, and in
the case of a Committee, subject to the specific duties delegated by the Board
to such Committee, the Administrator will have the authority, in its
discretion:

     

    (i)        to
determine the Fair Market Value;

     

    (ii)       to
select the Service Providers to whom Awards may be granted
hereunder;

     

    (iii)      to
determine the number of Shares to be covered by each Award granted
hereunder;

     

    (iv)      to
approve forms of Award Agreements for use under the Plan;

     

    (v)       to
determine the terms and conditions, not inconsistent with the terms of the Plan,
of any Award granted hereunder.  Such terms and conditions include,
but are not limited to, the exercise price, the time or times when Awards may be
exercised (which may be based on performance criteria), any vesting acceleration
or waiver of forfeiture restrictions, and any restriction or limitation
regarding any Award or the Shares relating thereto, based in each case on such
factors as the Administrator will determine;

     

    (vi)      to
construe and interpret the terms of the Plan and Awards granted pursuant to the
Plan;

     

    (vii)     to
prescribe, amend and rescind rules and regulations relating to the Plan,
including rules and regulations relating to sub-plans established for the
purpose of satisfying applicable foreign laws or for qualifying for favorable
tax treatment under applicable foreign laws;


    
      
         


      

      
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    (viii)    to
modify or amend each Award (subject to Section 23(c) of the Plan)
including, without limitation, the discretionary authority to extend the
post-termination exercisability period of Awards longer than is otherwise
provided for in the Plan.  Notwithstanding the previous sentence, the
Administrator may not modify or amend an Option or SAR to reduce the exercise
price of such Option or SAR after it has been granted (except for adjustments
made pursuant to Section 18) nor may the Administrator cancel any
outstanding Option or SAR and replace it with a new Option or SAR with a lower
exercise price, unless, in either case, such action is approved by the Company’s
stockholders;

     

    (ix)       to
allow Participants to satisfy withholding tax obligations in such manner as
prescribed in Section 19;

     

    (x)        to
authorize any person to execute on behalf of the Company any instrument required
to effect the grant of an Award previously granted by the
Administrator;

     

    (xi)       to
allow a Participant to defer the receipt of the payment of cash or the delivery
of Shares that would otherwise be due to such Participant under an Award
pursuant to such procedures as the Administrator may determine;

     

    (xii)      to
grant in addition to the incentives described in Sections 6, 7, 8, 9, and 10
below, other incentives payable in cash or Shares under the Plan as determined
by the Administrator to be in the best interests of the Company and subject to
any terms and conditions the Administrator deems advisable; and

     

    (xiii)     to
make all other determinations deemed necessary or advisable for administering
the Plan.

     

    (c)          Effect of
Administrator’s Decision.  The Administrator’s decisions,
determinations and interpretations will be final and binding on all Participants
and any other holders of Awards.

     

    (d)          No
Liability.  Under no circumstances will the Company, its
Affiliates, the Administrator, or the Board incur liability for any indirect,
incidental, consequential or special damages (including lost profits) of any
form incurred by any person, whether or not foreseeable and regardless of the
form of the act in which such a claim may be brought, with respect to the Plan
or the Company’s, its Affiliates’, the Administrator’s or the Board’s roles in
connection with the Plan.

     

    5.           Eligibility.  Nonstatutory
Stock Options, Restricted Stock, Stock Appreciation Rights, Restricted Stock
Units, Performance Units, Performance Shares and such other cash or stock awards
as the Administrator determines may be granted to Service
Providers.  Incentive Stock Options may be granted only to Employees
of the Company or any Parent or Subsidiary of the Company.

     

    6.           Stock
Options.  Subject to the terms and conditions of the Plan, an
Option may be granted to Service Providers at any time and from time to time as
will be determined by the Administrator, in its sole
discretion.


    
      
         


      

      
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    (a)           Limitations.

     

    (i)      Each
Option will be designated in the Award Agreement as either an Incentive Stock
Option or a Nonstatutory Stock Option.  However, notwithstanding such
designation, to the extent that the aggregate Fair Market Value of the Shares
with respect to which Incentive Stock Options are exercisable for the first time
by the Participant during any calendar year (under all plans of the Company and
any Parent or Subsidiary) exceeds $100,000, such Options will be treated as
Nonstatutory Stock Options.  For purposes of this Section 6(a),
Incentive Stock Options will be taken into account in the order in which they
were granted.  The Fair Market Value of the Shares will be determined
as of the time the Option with respect to such Shares is granted.

     

    (ii)     The
following limitations will apply to grants of Options:

     

    (1)           No
Service Provider will be granted, in any Fiscal Year, Options or SARs to
purchase more than 1,000,000 Shares.

     

    (2)           In
connection with his or her initial service, a Service Provider may be granted
Options or SARs to purchase up to an additional 1,000,000 Shares, which will not
count against the limit set forth in Section 6(a)(ii)(1)
above.

     

    (3)           The
foregoing limitations will be adjusted proportionately in connection with any
change in the Company’s capitalization as described in
Section 18.

     

    (4)           If
an Option or SAR is cancelled in the same Fiscal Year in which it was granted
(other than in connection with a transaction described in Section 18), the
cancelled Option or SAR, as applicable, will be counted against the limits set
forth in subsections (1) and (2) above.  For this purpose, if the
exercise price of an Option or SAR is reduced, the transaction will be treated
as a cancellation of the Option or SAR, as applicable, and the grant of a new
Option or SAR, as applicable.

     

    (b)           Term of
Option.  The term of each Option will be seven (7) years from
the date of grant or such shorter term as may be provided in the Award Agreement
as determined by the Administrator in its sole discretion.  Moreover,
in the case of an Incentive Stock Option granted to a Participant who, at the
time the Incentive Stock Option is granted, owns stock representing more than
ten percent (10%) of the total combined voting power of all classes of stock of
the Company or any Parent or Subsidiary, the term of the Incentive Stock Option
will be five (5) years from the date of grant or such shorter term as may be
provided in the Award Agreement.

     

    (c)           Option Exercise Price and
Consideration.

     

    (i)      Exercise
Price.  The per share exercise price for the Shares to be
issued pursuant to exercise of an Option will be determined by the
Administrator, subject to the following:

     

    (1)           In
the case of an Incentive Stock Option

     

     a)           granted
to an Employee who, at the time the Incentive Stock Option is granted, owns
stock representing more than ten percent (10%) of the voting power of all
classes of stock of the Company or any Parent or Subsidiary, the per Share
exercise price will be no less than 110% of the Fair Market Value per Share on
the date of grant.


    
      
         


      

      
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     b)           granted
to any Employee other than an Employee described in paragraph a) immediately
above, the per Share exercise price will be no less than 100% of the Fair Market
Value per Share on the date of grant.

     

    (2)           In
the case of a Nonstatutory Stock Option, the per Share exercise price will be
determined by the Administrator, but will be no less than 100% of the Fair
Market Value per Share on the date of grant.

     

    (3)           Notwithstanding
the foregoing, Options may be granted with a per Share exercise price of less
than 100% of the Fair Market Value per Share on the date of grant pursuant to a
transaction described in, and in a manner consistent with, Section 424(a)
of the Code.

     

    (ii)     Waiting Period and Exercise
Dates.  At the time an Option is granted, the Administrator
will fix the period within which the Option may be exercised and will determine
any conditions that must be satisfied before the Option may be
exercised.

     

    (iii)    Option
Agreement.  Each Option grant will be evidenced by an Award
Agreement that will specify the exercise price, the term of the Option, the
acceptable forms of consideration for exercise (which may include any form of
consideration permitted by Section 6(c)(iv), the conditions of exercise,
and such other terms and conditions as the Administrator, in its sole
discretion, will determine.

     

    (iv)    Form of
Consideration.  The Administrator will determine the acceptable
form(s) of consideration for exercising an Option, including the method of
payment, to the extent permitted by Applicable Laws.  

     

    (d)           Exercise of
Option.

     

    (i)      Procedure for Exercise;
Rights as a Stockholder.  Any Option granted hereunder will be
exercisable according to the terms of the Plan and at such times and under such
conditions as determined by the Administrator and set forth in the Award
Agreement.  An Option may not be exercised for a fraction of a
Share.

     

    An Option
will be deemed exercised when the Company receives: (i) notice of exercise
(in such form as the Administrator specifies from time to time) from the person
entitled to exercise the Option, and (ii) full payment for the Shares with
respect to which the Option is exercised (together with applicable tax
withholdings).  Full payment may consist of any consideration and
method of payment authorized by the Administrator and permitted by the Award
Agreement and the Plan.  No adjustment will be made for a dividend or
other right for which the record date is prior to the date the Shares are
issued, except as provided in Section 18 of the Plan.


    
      
         


      

      
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    (ii)               Termination of Relationship
as a Service Provider.  If a Participant ceases to be a Service
Provider, other than upon the Participant’s termination as a result of the
Participant’s death, Disability or Misconduct, the Participant may exercise his
or her Option within such period of time as is specified in the Award Agreement
to the extent that the Option is vested on the date of termination (but in no
event later than the expiration of the term of such Option as set forth in the
Award Agreement).  In the absence of a specified time in the Award
Agreement, the Option will remain exercisable for three (3) months following the
Participant’s termination.  Unless otherwise provided by the
Administrator, if on the date of termination the Participant is not vested as to
his or her entire Option, the Shares covered by the unvested portion of the
Option will revert to the Plan.  If after termination the Participant
does not exercise his or her Option within the time specified by the
Administrator, the Option will terminate, and the Shares covered by such Option
will revert to the Plan.

     

    (iii)              Disability of
Participant.  If a Participant ceases to be a Service Provider
as a result of the Participant’s Disability, the Participant may exercise his or
her Option within such period of time as is specified in the Award Agreement to
the extent the Option is vested on the date of termination (but in no event
later than the expiration of the term of such Option as set forth in the Award
Agreement).  In the absence of a specified time in the Award
Agreement, the Option will remain exercisable for twelve (12) months following
the Participant’s termination.  Unless otherwise provided by the
Administrator, if on the date of termination the Participant is not vested as to
his or her entire Option, the Shares covered by the unvested portion of the
Option will revert to the Plan.  If after termination the Participant
does not exercise his or her Option within the time specified herein, the Option
will terminate, and the Shares covered by such Option will revert to the
Plan.

     

    (iv)              Death of
Participant.  If a Participant dies while a Service Provider,
the Option may be exercised following the Participant’s death within such period
of time as is specified in the Award Agreement to the extent that the Option is
vested on the date of death (but in no event may the Option be exercised later
than the expiration of the term of such Option as set forth in the Award
Agreement), by the Participant’s designated beneficiary, provided such
beneficiary has been designated prior to Participant’s death in a form
acceptable to the Administrator.  If no such beneficiary has been
designated by the Participant, then such Option may be exercised by the personal
representative of the Participant’s estate or by the person(s) to whom the
Option is transferred pursuant to the Participant’s will or in accordance with
the laws of descent and distribution.  In the absence of a specified
time in the Award Agreement, the Option will remain exercisable for twelve (12)
months following Participant’s death.  Unless otherwise provided by
the Administrator, if at the time of death Participant is not vested as to his
or her entire Option, the Shares covered by the unvested portion of the Option
will immediately revert to the Plan.  If the Option is not so
exercised within the time specified herein, the Option will terminate, and the
Shares covered by such Option will revert to the Plan.

     

    7.           Restricted
Stock.

     

    (a)           Grant of Restricted
Stock.  Subject to the terms and provisions of the Plan, the
Administrator, at any time and from time to time, may grant Shares of Restricted
Stock to Service Providers in such amounts as the Administrator, in its sole
discretion, will determine.


    
      
         


      

      
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    (b)           Restricted Stock
Agreement.  Each Award of Restricted Stock will be evidenced by
an Award Agreement that will specify the Period of Restriction, the number of
Shares granted, and such other terms and conditions as the Administrator, in its
sole discretion, will determine.  Notwithstanding the foregoing
sentence, for Restricted Stock intended to qualify as “performance-based
compensation” within the meaning of Section 162(m) of the Code, during any
Fiscal Year no Participant will receive more than an aggregate of 500,000 Shares
of Restricted Stock; provided, however, that in connection with a Participant’s
initial service as an Employee, for Restricted Stock intended to qualify as
“performance-based compensation” within the meaning of Section 162(m) of the
Code, an Employee may be granted an aggregate of up to an additional 500,000
Shares of Restricted Stock.  The foregoing limitations will be
adjusted proportionately in connection with any change in the Company’s
capitalization as described in Section 18.  Unless the Administrator
determines otherwise, Shares of Restricted Stock will be held by the Company as
escrow agent until the restrictions on such Shares have lapsed.

     

    (c)           Transferability.  Except
as provided in this Section 7, Shares of Restricted Stock may not be sold,
transferred, pledged, assigned, or otherwise alienated or hypothecated until the
end of the applicable Period of Restriction.

     

    (d)           Other
Restrictions.  The Administrator, in its sole discretion, may
impose such other restrictions on Shares of Restricted Stock as it may deem
advisable or appropriate.

     

    (e)           Removal of
Restrictions.  Except as otherwise provided in this Section 7,
Shares of Restricted Stock covered by each Restricted Stock grant made under the
Plan will be released from escrow as soon as practicable after the last day of
the Period of Restriction.  The restrictions will lapse at a rate
determined by the Administrator; provided, however, that Shares of Restricted
Stock will vest no earlier than one-third (1/3rd) of the total number Shares of
Restricted Stock subject to an Award each year from the date of grant, unless
the Administrator determines that the Award is to vest upon the achievement of a
performance objective, provided the period for measuring performance will be at
least twelve months.  After the grant of Restricted Stock, the
Administrator, in its sole discretion, may reduce or waive any restrictions for
such Restricted Stock upon or in connection with a Change in Control or upon or
in connection with a Participant’s termination of service, including, without
limitation, due to death or Disability.

     

    (f)           Voting
Rights.  During the Period of Restriction, Service Providers
holding Shares of Restricted Stock granted hereunder may exercise full voting
rights with respect to those Shares, unless the Administrator determines
otherwise.

     

    (g)           Dividends and Other
Distributions.  During the Period of Restriction, Service
Providers holding Shares of Restricted Stock will be entitled to receive all
dividends and other distributions paid with respect to such Shares unless the
Administrator provides otherwise.  If any such dividends or
distributions are paid in Shares, the Shares will be subject to the same
restrictions on transferability and forfeitability as the Shares of Restricted
Stock with respect to which they were paid.

     

    (h)           Return of Restricted Stock
to Company.  On the date set forth in the Award Agreement, the
Restricted Stock for which restrictions have not lapsed will revert to the
Company and again will become available for grant under the
Plan.


    
      
         


      

      
        -11-

        
          

        

      

      
         


      

    

     

    8.           Stock Appreciation
Rights.

     

    (a)           Grant of
SARs.  Subject to the terms and conditions of the Plan, a SAR
may be granted to Service Providers at any time and from time to time as will be
determined by the Administrator, in its sole discretion.

     

    (b)           Number of
Shares.  The Administrator will have complete discretion to
determine the number of SARs granted to any Participant, provided that during
any Fiscal Year, no Participant will be granted SARs or Options covering more
than 1,000,000 Shares.  Notwithstanding the foregoing limitation, in
connection with a Participant’s initial service as an Employee, an Employee may
be granted SARs or Options covering up to an additional 1,000,000
Shares.  The foregoing limitations will be adjusted proportionately in
connection with any change in the Company’s capitalization as described in
Section 18.

     

    (c)           Exercise Price and Other
Terms.  The Administrator, subject to the provisions of the
Plan, will have complete discretion to determine the terms and conditions of
SARs granted under the Plan, provided, however, that the exercise price will be
not less than one hundred percent (100%) of the Fair Market Value of a Share on
the date of grant.  Notwithstanding the foregoing provisions of this
Section 8(c), Stock Appreciation Rights may be granted with a per Share exercise
price of less than one hundred percent (100%) of the Fair Market Value per Share
on the date of grant pursuant to a transaction described in, and in a manner
consistent with, Section 424(a) of the Code and the Treasury Regulations
thereunder.

     

    (d)           SAR
Agreement.  Each SAR grant will be evidenced by an Award
Agreement that will specify the exercise price, the term of the SAR, the
conditions of exercise, and such other terms and conditions as the
Administrator, in its sole discretion, will determine.

     

    (e)           Expiration of
SARs.  A SAR granted under the Plan will expire upon the date
determined by the Administrator, in its sole discretion, and set forth in the
Award Agreement; provided, however, that the term will be no more than seven (7)
years from the date of grant thereof.  Notwithstanding the foregoing,
the rules of Section 6(d) also will apply to SARs.

     

    (f)           Payment of SAR
Amount.  Upon exercise of a SAR, a Participant will be entitled
to receive payment from the Company in an amount determined by
multiplying:

     

    (i)          The
difference between the Fair Market Value of a Share on the date of exercise over
the exercise price; times

     

    (ii)         The
number of Shares with respect to which the SAR is exercised.

     

    At the
discretion of the Administrator, the payment upon SAR exercise may be in cash,
in Shares of equivalent value, or in some combination thereof.


    
      
         


      

      
        -12-

        
          

        

      

      
         


      

    

     

    9.           Restricted Stock
Units.

     

    (a)           Grant.  Restricted
Stock Units may be granted at any time and from time to time as determined by
the Administrator.  After the Administrator determines that it will
grant Restricted Stock Units under the Plan, it will advise the Participant in
an Award Agreement of the terms, conditions, and restrictions related to the
grant, including the number of Restricted Stock
Units.  Notwithstanding anything to the contrary in this subsection
(a), for Restricted Stock Units intended to qualify as “performance-based
compensation” within the meaning of Section 162(m) of the Code, during any
Fiscal Year of the Company, no Participant will receive more than an aggregate
of 500,000 Restricted Stock Units.  Notwithstanding the limitation in
the previous sentence, for Restricted Stock Units intended to qualify as
“performance-based compensation” within the meaning of Section 162(m) of the
Code, in connection with his or her initial service as an Employee, an Employee
may be granted an aggregate of up to an additional 500,000 Restricted Stock
Units.  The foregoing limitations will be adjusted proportionately in
connection with any change in the Company’s capitalization as described in
Section 18.

     

    (b)           Vesting Criteria and Other
Terms.  The Administrator will set vesting criteria in its
discretion, which, depending on the extent to which the criteria are met, will
determine the number of Restricted Stock Units that will be paid out to the
Participant; provided, however, that Awards of Restricted Stock Units (other
than any Awards granted to Outside Directors) will vest no earlier than
one-third (1/3) of the total number of units subject to such Award each year
from the date of grant, unless the Administrator determines that the Award is to
vest upon the achievement of a performance objective, provided the period for
measuring performance will be at least twelve months.  The
Administrator may set vesting criteria based upon the achievement of
Company-wide, business unit, or individual goals (including, but not limited to,
continued employment), or any other basis determined by the Administrator in its
discretion.

     

    (c)           Earning Restricted Stock
Units.  Upon meeting the applicable vesting criteria, the
Participant will be entitled to receive a payout as determined by the
Administrator.  Notwithstanding the foregoing, at any time after the
grant of Restricted Stock Units, the Administrator, in its sole discretion, may
reduce or waive any vesting criteria that must be met to receive a payout and
may accelerate the time at which any restrictions will lapse or be
removed.

     

    (d)           Form and Timing of
Payment.  Payment of earned Restricted Stock Units will be made
as soon as practicable after the date(s) set forth in the Award Agreement or as
otherwise provided in the applicable Award Agreement or as required by
Applicable Laws.  The Administrator, in its sole discretion, may pay
earned Restricted Stock Units in cash, Shares, or a combination
thereof.  Shares represented by Restricted Stock Units that are fully
paid in cash again will not reduce the number of Shares available for grant
under the Plan.

     

    (e)           Cancellation.  On
the date set forth in the Award Agreement, all unearned Restricted Stock Units
will be forfeited to the Company.

     

    (f)           Section 162(m) Performance
Restrictions.  For purposes of qualifying grants of Restricted
Stock Units as “performance-based compensation” under Section 162(m) of the
Code, the Administrator, in its discretion, may set restrictions based upon the
achievement of Performance Goals.  The Performance Goals will be set
by the Administrator on or before the Determination Date.  In granting
Restricted Stock Units which are intended to qualify under Section 162(m) of the
Code, the Administrator will follow any procedures determined by it from time to
time to be necessary or appropriate to ensure qualification of the Award under
Section 162(m) of the Code (e.g., in determining the Performance
Goals).


    
      
         


      

      
        -13-

        
          

        

      

      
         


      

    

     

    10.         Performance Units and
Performance Shares.

     

    (a)           Grant of Performance
Units/Shares.  Performance Units and Performance Shares may be
granted to Service Providers at any time and from time to time, as will be
determined by the Administrator, in its sole discretion.  The
Administrator will have complete discretion in determining the number of
Performance Units/Shares granted to each Participant provided that during any
Fiscal Year, for Performance Units/Shares intended to qualify as
“performance-based compensation” within the meaning of Section 162(m) of
the Code, (a) no Participant will receive Performance Units having an initial
value greater than $5,000,000, and (b) no Participant will receive more than
500,000 Performance Shares.  Notwithstanding the foregoing limitation,
for Performance Units/Shares intended to qualify as “performance-based
compensation” within the meaning of Section 162(m) of the Code, in
connection with a Participant’s initial service as an Employee, an Employee may
be granted up to an additional 500,000 Performance Shares.  The
foregoing limitations will be adjusted proportionately in connection with any
change in the Company’s capitalization as described in Section 18.

     

    (b)           Value of Performance
Units/Shares.  Each Performance Unit will have an initial value
that is established by the Administrator on or before the date of
grant.  Each Performance Share will have an initial value equal to the
Fair Market Value of a Share on the date of grant.

     

    (c)           Performance Objectives and
Other Terms.  The Administrator will set performance objectives
or other vesting provisions (including, without limitation, continued status as
a Service Provider) in its discretion which, depending on the extent to which
they are met, will determine the number or value of Performance Units/Shares
that will be paid out to the Service Providers.  The time period
during which the performance objectives or other vesting provisions must be met
will be called the “Performance Period.”  Each Award of Performance
Units/Shares will be evidenced by an Award Agreement that will specify the
Performance Period, and such other terms and conditions as the Administrator, in
its sole discretion, will determine; provided, however, that Awards of
Performance Units/Shares (other than any Awards granted to Outside Directors)
will vest no earlier than one-third (1/3) of the total number of units or Shares
subject to such Award each year from the date of grant, unless the Administrator
determines that the Award is to vest upon the achievement of a performance
objective, provided the period for measuring performance will be at least twelve
months.  The Administrator may set performance objectives based on the
achievement of Company-wide, divisional, or individual goals, applicable federal
or state securities laws, or any other basis determined by the Administrator in
its discretion.

     

    (d)           Earning of Performance
Units/Shares.  After the applicable Performance Period has
ended, the holder of Performance Units/Shares will be entitled to receive a
payout of the number of Performance Units/Shares earned by the Participant over
the Performance Period, to be determined as a function of the extent to which
the corresponding performance objectives or other vesting provisions have been
achieved.  After the grant of a Performance Unit/Share, the
Administrator, in its sole discretion, may reduce or waive any performance
objectives or other vesting provisions for such Performance Unit/Share upon or
in connection with a Change in Control or upon or in connection with a
Participant’s termination of service, including, without limitation, due to
death or Disability.


    
      
         


      

      
        -14-

        
          

        

      

      
         


      

    

     

    (e)           Form and Timing of Payment
of Performance Units/Shares.  Payment of earned Performance
Units/Shares will be made as soon as practicable after the expiration of the
applicable Performance Period, or as otherwise provided in the applicable Award
Agreement or as required by Applicable Laws.  The Administrator, in
its sole discretion, may pay earned Performance Units/Shares in the form of
cash, in Shares (which have an aggregate Fair Market Value equal to the value of
the earned Performance Units/Shares at the close of the applicable Performance
Period) or in a combination thereof.

     

    (f) 
          Cancellation of Performance
Units/Shares.  On the date set forth in the Award Agreement,
all unearned or unvested Performance Units/Shares will be forfeited to the
Company, and again will be available for grant under the Plan.

     

    (g)           Section 162(m) Performance
Restrictions.  For purposes of qualifying grants of Performance
Units/Shares as “performance-based compensation” under Section 162(m) of the
Code, the Administrator, in its discretion, may set restrictions based upon the
achievement of Performance Goals.  The Performance Goals will be set
by the Administrator on or before the Determination Date.  In granting
Performance Units/Shares which are intended to qualify under Section 162(m) of
the Code, the Administrator will follow any procedures determined by it from
time to time to be necessary or appropriate to ensure qualification of the Award
under Section 162(m) of the Code (e.g., in determining the Performance
Goals).

     

    11.         Other Cash or Stock
Awards.  In addition to the incentives described in Sections 6
through 10 above, the Administrator may grant other incentives payable in cash
or Shares under the Plan as it determines to be in the best interests of the
Company and subject to such other terms and conditions as it deems appropriate,
provided that in any Fiscal Year, a Participant will not receive a cash Award
under this Section in excess of $5,000,000.

     

    12.         Performance-Based
Compensation Under Code Section 162(m).

     

    (a)           General.  If
the Administrator, in its discretion, decides to grant an Award intended to
qualify as “performance-based compensation” under Section 162(m) of the Code,
the provisions of this Section 12 will control over any contrary provision in
the Plan; provided, however, that the Administrator may in its discretion grant
Awards that are not intended to qualify as “performance-based compensation”
under Section 162(m) of the Code to such Participants that are based on
Performance Goals or other specific criteria or goals but that do not satisfy
the requirements of this Section 12.


    
      
         


      

      
        -15-

        
          

        

      

      
         


      

    

     

    (b)           Performance
Goals.  The granting and/or vesting of Awards of Restricted
Stock, Restricted Stock Units, Performance Shares and Performance Units and
other incentives under the Plan may be made subject to the attainment of
performance goals relating to one or more business criteria within the meaning
of Section 162(m) of the Code and may provide for a targeted level or levels of
achievement (“Performance Goals”) including cash flow; cash position; earnings
before interest and taxes; earnings before interest, taxes, depreciation and
amortization; earnings per Share; economic profit; economic value added; equity
or stockholder’s equity; market share; net income; net profit; net sales;
operating earnings; operating income; profit before tax; ratio of debt to debt
plus equity; ratio of operating earnings to capital spending; return on net
assets; sales growth; Share price; or total return to
stockholders.  Any Performance Goals may be used to measure the
performance of the Company as a whole or a business unit or other segment of the
Company, or one or more product lines or specific markets and may be measured
relative to a peer group or index.  The Performance Goals for a
Participant will be determined by the Administrator based on the Company’s
tactical and strategic business objectives, which may differ from Participant to
Participant and from Award to Award.  Prior to the Determination Date,
the Administrator will determine whether to make any adjustments to the
calculation of any Performance Goal with respect to any Participant for any
significant or extraordinary events affecting the Company.  In all
other respects, Performance Goals will be calculated in accordance with the
Company’s financial statements, generally accepted accounting principles, or
under a methodology established by the Administrator prior to the issuance of an
Award, which is consistently applied and identified in the financial statements,
including footnotes, or the management discussion and analysis section of the
Company’s annual report.

     

    (c)           Procedures.  To
the extent necessary to comply with the performance-based compensation
provisions of Section 162(m) of the Code, with respect to any Award granted
subject to Performance Goals and intended to qualify as “performance-based
compensation” under Section 162(m) of the Code, on or before the
Determination Date (i.e., within the first twenty-five percent (25%) of the
Performance Period, but in no event more than ninety (90) days following the
commencement of any Performance Period or such other time as may be required or
permitted by Section 162(m) of the Code), the Administrator will, in writing,
(i) designate one or more Participants to whom an Award will be made, (ii)
select the Performance Goals applicable to the Performance Period, (iii)
establish the Performance Goals, and amounts of such Awards, as applicable,
which may be earned for such Performance Period, and (iv) specify the
relationship between Performance Goals and the amounts of such Awards, as
applicable, to be earned by each Participant for such Performance
Period.

     

    (d)           Additional
Limitations.  Notwithstanding any other provision of the Plan,
any Award which is granted to a Participant and is intended to constitute
qualified performance-based compensation under Section 162(m) of the Code will
be subject to any additional limitations set forth in the Code (including any
amendment to Section 162(m)) or any regulations and ruling issued thereunder
that are requirements for qualification as qualified performance-based
compensation as described in Section 162(m) of the Code, and the Plan will be
deemed amended to the extent necessary to conform to such
requirements.

     

    (e)           Determination of Amounts
Earned.  Following the completion of each Performance Period,
the Administrator will certify in writing whether the applicable Performance
Goals have been achieved for such Performance Period.  A Participant
will be eligible to receive payment pursuant to an Award intended to qualify as
“performance-based compensation” under Section 162(m) of the Code for a
Performance Period only if the Performance Goals for such period are
achieved.  In determining the amounts earned by a Participant pursuant
to an Award intended to qualified as “performance-based compensation” under
Section 162(m) of the Code, the Committee will have the right to (a) reduce or
eliminate (but not to increase) the amount payable at a given level of
performance to take into account additional factors that the Committee may deem
relevant to the assessment of individual or corporate performance for the
Performance Period, (b) determine what actual Award, if any, will be paid in the
event of a termination of employment as the result of a Participant’s death or
disability or upon a Change in Control or in the event of a termination of
employment following a Change in Control prior to the end of the Performance
Period, and (c) determine what actual Award, if any, will be paid in the
event of a termination of employment other than as the result of a Participant’s
death or disability prior to a Change of Control and prior to the end of the
Performance Period to the extent an actual Award would have otherwise been
achieved had the Participant remained employed through the end of the
Performance Period.  A Participant will be eligible to receive payment
pursuant to an Award intended to qualify as “performance-based compensation”
under Section 162(m) of the Code for a Performance Period only if the
Performance Goals for such period are achieved.


    
      
         


      

      
        -16-

        
          

        

      

      
         


      

    

     

    13.         Compliance With Code Section
409A.  Awards will be designed and operated in such a manner
that they are either exempt from the application of, or comply with, the
requirements of Code Section 409A such that the grant, payment, settlement or
deferral of Awards will not be subject to the additional tax or interest
applicable under Code Section 409A, except as otherwise determined in the sole
discretion of the Administrator.  The Plan and each Award Agreement
under the Plan is intended to meet the requirements of Code Section 409A and
will be construed and interpreted in accordance with such intent, except as
otherwise determined in the sole discretion of the Administrator.  To
the extent that an Award or payment, or the settlement or deferral thereof, is
subject to Code Section 409A, the Award will be granted, paid, settled or
deferred in a manner that will meet the requirements of Code Section 409A, such
that the grant, payment, settlement or deferral will not be subject to the
additional tax or interest applicable under Code Section 409A.

     

    14.         Leaves of Absence/Transfer
Between Locations.  Unless the Administrator provides otherwise
and except as required by Applicable Laws, vesting of Awards granted hereunder
will be suspended during any unpaid leave of absence.  A Service
Provider will not cease to be an Employee in the case of (i) any leave of
absence approved by the Company or (ii) transfers between locations of the
Company or between the Company, its Parent, or any Subsidiary.  For
purposes of Incentive Stock Options, no such leave may exceed three (3) months,
unless reemployment upon expiration of such leave is guaranteed by statute or
contract.  If reemployment upon expiration of a leave of absence
approved by the Company is not so guaranteed, then six (6) months following the
first (1st) day of
such leave, any Incentive Stock Option held by the Participant will cease to be
treated as an Incentive Stock Option and will be treated for tax purposes as a
Nonstatutory Stock Option.

     

    15.         Transferability of
Awards.  Unless determined otherwise by the Administrator, an
Award may not be sold, pledged, assigned, hypothecated, transferred, or disposed
of in any manner other than by will or by the laws of descent or distribution
and may be exercised, during the lifetime of the Participant, only by the
Participant.  If the Administrator makes an Award transferable, such
Award will contain such additional terms and conditions as the Administrator
deems appropriate.

     

    16.         Termination of Relationship
as a Service Provider due to Misconduct.  If a Participant
ceases to be a Service Provider due to his or her Misconduct or should a
Participant engage in Misconduct while holding an outstanding Award, then all
Awards that the Participant then holds will immediately terminate and the
Participant will have no further rights with respect to such
Awards.  Upon such a termination, the Shares covered by the Awards
that so terminate will revert to the Plan.


    
      
         


      

      
        -17-

        
          

        

      

      
         


      

    

     

    17.         Awards to Outside
Directors.

     

    (a)           General.  Outside
Directors will be entitled to receive all types of Awards under this Plan,
including discretionary Awards not covered under this Section 17.  All
grants of Options and Restricted Stock Units to Outside Directors pursuant to
this Section will be automatic and nondiscretionary, except as otherwise
provided herein, and will be made in accordance with the following
provisions:

     

    (b)           Options.

     

    (i)      [Intentionally
Deleted.]

     

    (ii)     Subsequent
Option.  Each Outside Director will be automatically granted a
Nonstatutory Stock Option to purchase 10,000 Shares (a “Subsequent Option”) on
the date of each annual meeting of the Company’s stockholders following March 7,
2007; provided
that he or she is then an Outside Director and, provided further, that as of
such date, he or she will have served on the Board for at least the preceding
six (6) months.

     

    (iii)    Terms of Options. The
terms of First Options and Subsequent Options granted hereunder will be as
follows:

     

    (1)           the
term of each Option will be seven (7) years.

     

    (2)           the
exercise price per Share will be 100% of the Fair Market Value per Share on the
date of grant.

     

    (3)           twenty-five
percent (25%) of the Shares subject to each First Option will vest on each
anniversary of the date of grant of such Option, so that 100% of the Shares
subject to such Option will be vested four (4) years from the grant date,
subject to Optionee continuing to be a Director through such
dates.  One hundred percent (100%) of the Shares subject to each
Subsequent Option will vest on the earlier of (i) the one-year anniversary of
the date of grant and (ii) the date of the next annual meeting of the Company’s
stockholders following the date of grant, subject to the Optionee continuing to
be a Director through such date.

     

    (4)           each
Option granted under this Section 17 will have such other terms and conditions
as the Administrator determines.

     

    (c)           Restricted Stock
Units.

     

    (i)      Annual Restricted Stock
Units.  Each Outside Director will be automatically granted an
Award of 3,000 Restricted Stock Units (“Annual Restricted Stock Units”) on the
date of each annual meeting of the Company’s stockholders following March 7,
2007; provided
that he or she is then an Outside Director and, provided further, that as of
such date, he or she will have served on the Board for at least the preceding
six (6) months.

     

    (ii)     Terms of Restricted Stock
Units. The terms of Annual Restricted Stock Units granted hereunder will
be as follows:


    
      
         


      

      
        -18-

        
          

        

      

      
         


      

    

     

    (1)           one
hundred percent (100%) of the Annual Restricted Stock Units will vest on the
earlier of (i) the one-year anniversary of the date of grant and (ii) the date
of the next annual meeting of the Company’s stockholders following the date of
grant, subject to the Optionee continuing to be a Director through such
date.

     

    (2)           each
Restricted Stock Unit will represent the right to receive a Share and will be
settled in Common Stock upon vesting.

     

    (3)           Awards
of Restricted Stock Units granted under this Section 17 will have such other
terms and conditions as the Administrator determines.

     

    (d)           Adjustments.  The
Administrator in its discretion may change and otherwise revise the terms of
Awards granted under this Section 17, including, without limitation, the number
of Shares, exercise prices and other terms thereof, for Awards granted on or
after the date the Administrator determines to make any such change or
revision.

     

    18.         Adjustments; Dissolution or
Liquidation; Merger or Change in Control.

     

    (a)           Adjustments.  In
the event that any dividend or other distribution (whether in the form of cash,
Shares, other securities, or other property), recapitalization, stock split,
reverse stock split, reorganization, merger, consolidation, split-up, spin-off,
combination, repurchase, or exchange of Shares or other securities of the
Company, or other change in the corporate structure of the Company affecting the
Shares occurs, the Administrator, in order to prevent diminution or enlargement
of the benefits or potential benefits intended to be made available under the
Plan, will adjust the number and class of Shares that may be delivered under the
Plan and/or the number, class, and price of Shares covered by each outstanding
Award, and the numerical Share and unit limits set forth in Sections 3, 6,
7, 8, 9, 10 and 17.

     

    (b)           Dissolution or
Liquidation.  In the event of the proposed dissolution or
liquidation of the Company, the Administrator will notify each Participant as
soon as practicable prior to the effective date of such proposed
transaction.  To the extent it has not been previously exercised, an
Award will terminate immediately prior to the consummation of such proposed
action.

     

    (c)           Change in
Control.  In the event of a Change in Control, each outstanding
Award will be assumed or an equivalent option or right substituted by the
successor corporation or a Parent or Subsidiary of the successor
corporation.  In the event that the successor corporation does not
assume or substitute for the Award (or portion thereof), the Participant will
fully vest in and have the right to exercise all of his or her outstanding
Options and Stock Appreciation Rights that are not assumed or substituted for,
including Shares as to which such Awards would not otherwise be vested or
exercisable, all restrictions on Restricted Stock, Restricted Stock Units, and
Performance Shares/Units not assumed or substituted for will lapse, and, with
respect to Awards with performance-based vesting not assumed or substituted for,
all performance goals or other vesting criteria will be deemed achieved at one
hundred percent (100%) of target levels and all other terms and conditions
met.  In addition, if an Option or Stock Appreciation Right is not
assumed or substituted for in the event of a Change in Control, the
Administrator will notify the Participant in writing or electronically that the
Option or Stock Appreciation Right will be fully vested and exercisable for a
period of time determined by the Administrator in its sole discretion, and the
Option or Stock Appreciation Right will terminate upon the expiration of such
period.


    
      
         


      

      
        -19-

        
          

        

      

      
         


      

    

     

    With
respect to Awards granted to Outside Directors that are assumed or substituted
for, if on the date of or following such assumption or substitution the
Participant’s status as a Director or a director of the successor corporation,
as applicable, is terminated other than upon a voluntary resignation by the
Participant, then the Participant will fully vest in and have the right to
exercise Options and/or Stock Appreciation Rights as to all of the Shares
subject thereto, including Shares as to which such Awards would not otherwise be
vested or exercisable, all restrictions on Restricted Stock, Restricted Stock
Units, Performance Shares and Performance Units will lapse, and, with respect to
Awards with performance-based vesting, all performance goals or other vesting
criteria will be deemed achieved at one hundred percent (100%) of target levels
and all other terms and conditions met.

     

    For the
purposes of this subsection (c), an Award will be considered assumed if,
following the Change in Control, the Award confers the right to purchase or
receive, for each Share subject to the Award immediately prior to the Change in
Control, the consideration (whether stock, cash, or other securities or
property) or, in the case of a Stock Appreciation Right upon the exercise of
which the Administrator determines to pay cash or a Restricted Stock Unit,
Performance Share or Performance Unit which the Administrator can determine to
pay in cash, the fair market value of the consideration received in the merger
or Change in Control by holders of Common Stock for each Share held on the
effective date of the transaction (and if holders were offered a choice of
consideration, the type of consideration chosen by the holders of a majority of
the outstanding Shares); provided, however, that if such consideration received
in the Change in Control is not solely common stock of the successor corporation
or its Parent, the Administrator may, with the consent of the successor
corporation, provide for the consideration to be received upon the exercise of
an Option or Stock Appreciation Right or upon the payout of a Restricted Stock
Unit, Performance Share or Performance Unit, for each Share subject to such
Award (or in the case of an Award settled in cash, the number of implied shares
determined by dividing the value of the Award by the per share consideration
received by holders of Common Stock in the Change in Control), to be solely
common stock of the successor corporation or its Parent equal in fair market
value to the per share consideration received by holders of Common Stock in the
Change in Control.

     

    Notwithstanding
anything in this Section 18(c) to the contrary, an Award that vests, is earned
or paid-out upon the satisfaction of one or more performance objectives
(including any Performance Goals) will not be considered assumed if the Company
or its successor modifies any of such performance objectives without the
Participant’s consent; provided, however, a modification to such performance
objectives only to reflect the successor corporation’s post-Change in Control
corporate structure will not be deemed to invalidate an otherwise valid Award
assumption.

     

    Notwithstanding
anything in this Section 18(c) to the contrary, if a payment under an Award
Agreement is subject to Section 409A of the Code and if the change in control
definition contained in the Award Agreement or other agreement related to the
Award does not comply with the definition of “change in control” for purposes of
a distribution under Section 409A of the Code, then any payment of an amount
that is otherwise accelerated under this Section will be delayed until the
earliest time that such payment would be permissible under Section 409A of the
Code without triggering any penalties applicable under Section 409A of the
Code.


    
      
         


      

      
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    19.         Tax
Withholding

     

    (a)           Withholding
Requirements.  Prior to the delivery of any Shares or cash
pursuant to an Award (or exercise thereof), the Company will have the power and
the right to deduct or withhold, or require a Participant to remit to the
Company, an amount sufficient to satisfy federal, state, local, foreign or other
taxes (including the Participant’s FICA obligation) required to be withheld with
respect to such Award (or exercise thereof).

     

    (b)           Withholding
Arrangements.  The Administrator, in its sole discretion and
pursuant to such procedures as it may specify from time to time, may permit a
Participant to satisfy such tax withholding obligation, in whole or in part by
(without limitation) (a) paying cash, (b) electing to have the Company
withhold otherwise deliverable cash or Shares having a Fair Market Value equal
to the amount required to be withheld, (c) delivering to the Company
already-owned Shares having a Fair Market Value equal to the amount required to
be withheld, provided the delivery of such Shares will not result in any adverse
accounting consequences as the Administrator determines in its sole discretion,
(d) selling a sufficient number of Shares otherwise deliverable to the
Participant through such means as the Administrator may determine in its sole
discretion (whether through a broker or otherwise) equal to the amount required
to be withheld or (e) retaining from salary or other amounts payable to the
Participant cash having a sufficient value to satisfy the amount required to be
withheld.  The amount of the withholding requirement will be deemed to
include any amount which the Administrator agrees may be withheld at the time
the election is made, not to exceed the amount determined by using the maximum
federal, state or local marginal income tax rates applicable to the Participant
with respect to the Award on the date that the amount of tax to be withheld is
to be determined.  The Fair Market Value of the Shares to be withheld
or delivered will be determined as of the date that the taxes are required to be
withheld.

     

    20.         No Effect on Employment or
Service.  Neither the Plan nor any Award will confer upon a
Participant any right with respect to continuing the Participant’s relationship
as a Service Provider with the Company, nor will they interfere in any way with
the Participant’s right or the Company’s right to terminate such relationship at
any time, with or without cause, to the extent permitted by Applicable
Laws.

     

    21.         Date of
Grant.  The date of grant of an Award will be, for all
purposes, the date on which the Administrator makes the determination granting
such Award, or such other later date as is determined by the
Administrator.  Notice of the determination will be provided to each
Participant within a reasonable time after the date of such grant.

     

    22.         Term of
Plan.  Subject to Section 26 of the Plan, this Plan
as adopted by the Board in its amended and restated form will become effective
as of the date of the Company’s 2010 Annual Meeting of Stockholders and will
continue in effect for a term ending on the ten (10) year anniversary of such
meeting, unless terminated earlier under Section 23 of the
Plan.

     

    23.         Amendment and Termination of
the Plan.

     

    (a)           Amendment and
Termination.  The Administrator may at any time amend, alter,
suspend or terminate the Plan.


    
      
         


      

      
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    (b)           Stockholder
Approval.  The Company will obtain stockholder approval of any
Plan amendment to the extent necessary and desirable to comply with Applicable
Laws.  Without limiting the foregoing sentence, the number of Shares
available under the Plan pursuant to Section 3 herein may not be increased
without approval of the Company’s stockholders, except as provided in Section
3.

     

    (c)           Effect of Amendment or
Termination.  No amendment, alteration, suspension or
termination of the Plan will impair the rights of any Participant, unless
mutually agreed otherwise between the Participant and the Administrator, which
agreement must be in writing and signed by the Participant and the
Company.  Termination of the Plan will not affect the Administrator’s
ability to exercise the powers granted to it hereunder with respect to Awards
granted under the Plan prior to the date of such termination.

     

    24.     
   Conditions Upon Issuance of
Shares.

     

    (a)           Legal
Compliance.  Shares will not be issued pursuant to the exercise
of an Award unless the exercise of such Award and the issuance and delivery of
such Shares will comply with Applicable Laws and will be further subject to the
approval of counsel for the Company with respect to such
compliance.

     

    (b)           Investment
Representations.  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.

     

    25.         Inability to Obtain
Authority.  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, will relieve the Company of any liability in respect of the failure
to issue or sell such Shares as to which such requisite authority will not have
been obtained.

     

    26.         Stockholder
Approval.  The Plan will be subject to approval by the
stockholders of the Company within twelve (12) months after the date the Plan is
adopted.  Such stockholder approval will be obtained in the manner and
to the degree required under Applicable Laws.


    
      
         


      

      
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