Unassociated Document


    

       

      COMMAND
        CENTER, INC.

      2008
        STOCK INCENTIVE PLAN

      


      
        
           

        

        
           

          
            

          

        

        
           

        

      

      

        
          	
                  TABLE
                    OF CONTENTS

                	 	 
	 	 	 
	
                  ARTICLE
                    1

                	
                  PURPOSE

                	
                  1

                
	
                  1.1

                	
                  GENERAL

                	
                  1

                
	
                  ARTICLE
                    2

                	
                  EFFECTIVE
                    and EXPIRATION DATE

                	
                  1

                
	
                  2.2

                	
                  EFFECTIVE
                    DATE

                	
                  1

                
	
                  2.2

                	
                  EXPIRATION
                    DATE

                	
                  1

                
	
                  ARTICLE
                    3

                	
                  DEFINITIONS
                    AND CONSTRUCTION

                	
                  1

                
	
                  3.1

                	
                  DEFINITIONS

                	
                  1

                
	
                  ARTICLE
                    4

                	
                  ADMINISTRATION

                	
                  5

                
	
                  4.1

                	
                  COMMITTEE

                	
                  5

                
	
                  4.2

                	
                  ACTION
                    BY THE COMMITTEE

                	
                  5

                
	
                  4.3

                	
                  AUTHORITY
                    OF COMMITTEE

                	
                  5

                
	
                  4.4

                	
                  DECISIONS
                    BINDING

                	
                  6

                
	
                  ARTICLE
                    5

                	
                  SHARES
                    SUBJECT TO THE PLAN

                	
                  6

                
	
                  5.1

                	
                  NUMBER
                    OF SHARES

                	
                  6

                
	
                  5.2

                	
                  LAPSED
                    OR ASSUMED AWARDS

                	
                  6

                
	
                  5.3

                	
                  STOCK
                    DISTRIBUTED

                	
                  6

                
	
                  ARTICLE
                    6

                	
                  ELIGIBILITY
                    AND PARTICIPATION

                	
                  7

                
	
                  6.1

                	
                  ELIGIBILITY.

                	
                  7

                
	
                  6.2

                	
                  ACTUAL
                    PARTICIPATION

                	
                  7

                
	
                  ARTICLE
                    7

                	
                  STOCK
                    OPTIONS

                	
                  7

                
	
                  7.1

                	
                  GENERAL

                	
                  7

                
	
                  7.2

                	
                  INCENTIVE
                    STOCK OPTIONS

                	
                  8

                
	
                  7.3

                	
                  NON-QUALIFIED
                    STOCK OPTIONS

                	
                  9

                
	
                  ARTICLE
                    8

                	
                  PERFORMANCE
                    SHARES

                	
                  9

                
	
                  8.1

                	
                  GRANT
                    OF PERFORMANCE SHARES

                	
                  9

                
	
                  8.2

                	
                  RIGHT
                    TO PAYMENT

                	
                  9

                
	
                  8.3

                	
                  OTHER
                    TERMS

                	
                  9

                
	
                  ARTICLE
                    9

                	
                  RESTRICTED
                    STOCK AWARDS

                	
                  10

                
	
                  9.1

                	
                  GRANT
                    OF RESTRICTED STOCK

                	
                  10

                
	
                  9.2

                	
                  ISSUANCE
                    AND RESTRICTIONS

                	
                  10

                
	
                  9.3

                	
                  FORFEITURE

                	
                  10

                
	
                  9.4

                	
                   CERTIFICATES
                    FOR RESTRICTED STOCK

                	
                  10

                
	
                  ARTICLE
                    10

                	
                  PROVISIONS
                    APPLICABLE TO AWARDS

                	
                  10

                
	
                  10.1

                	
                  STAND-ALONE
                    AND TANDEM AWARDS

                	
                  10

                
	
                  10.2

                	
                  EXCHANGE
                    PROVISIONS

                	
                  11

                
	
                  10.3

                	
                  TERM
                    OF AWARD

                	
                  11

                
	
                  10.4

                	
                  FORM
                    OF PAYMENT FOR AWARDS

                	
                  11

                
	
                  10.5

                	
                  LIMITS
                    ON TRANSFER

                	
                  11

                
	
                  10.6

                	
                  BENEFICIARIES

                	
                  11

                
	
                  10.7

                	
                  STOCK
                    CERTIFICATES

                	
                  11

                
	
                  10.8

                	
                  ACCELERATION
                    UPON A CHANGE OF CONTROL

                	
                  12

                
	
                  ARTICLE
                    11

                	
                  CHANGES
                    IN CAPITAL STRUCTURE

                	
                  12

                
	
                  11.1

                	
                  SHARES
                    AVAILABLE FOR GRANT

                	
                  12

                
	
                  11.2

                	
                  OUTSTANDING
                    AWARDS - INCREASE OR DECREASE IN ISSUED SHARES WITHOUT
                    CONSIDERATION

                	
                  12

                
	
                  11.3

                	
                  OUTSTANDING
                    AWARDS - CERTAIN MERGERS

                	
                  12

                
	
                  11.4

                	
                  OUTSTANDING
                    AWARDS - OTHER CHANGES

                	
                  12

                
	
                  11.5

                	
                  NO
                    OTHER RIGHTS

                	
                  12

                
	
                  ARTICLE
                    12

                	
                  AMENDMENT,
                    MODIFICATION, AND TERMINATION

                	
                  13

                
	
                  12.1

                	
                  AMENDMENT,
                    MODIFICATION, AND TERMINATION

                	
                  13

                
	
                  12.2

                	
                  AWARDS
                    PREVIOUSLY GRANTED

                	
                  13

                


        

         

        
          
             

          

          
             

            
              

            

          

          
             

          

        

         

        
          	
                  ARTICLE
                    13

                	
                  GENERAL
                    PROVISIONS

                	
                  13

                
	
                  13.1

                	
                  NO
                    RIGHTS TO AWARDS

                	
                  13

                
	
                  13.2

                	
                  NO
                    SHAREHOLDERS RIGHTS

                	
                  13

                
	
                  13.3

                	
                  WITHHOLDING

                	
                  13

                
	
                  13.4

                	
                  NO
                    RIGHT TO EMPLOYMENT OR SERVICES

                	
                  13

                
	
                  13.5

                	
                  UNFUNDED
                    STATUS OF AWARDS

                	
                  14

                
	
                  13.6

                	
                  INDEMNIFICATION

                	
                  14

                
	
                  13.7

                	
                  RELATIONSHIP
                    TO OTHER BENEFITS

                	
                  14

                
	
                  13.8

                	
                  EXPENSES

                	
                  14

                
	
                  13.9

                	
                  TITLES
                    AND HEADINGS

                	
                  14

                
	
                  13.10

                	
                  FRACTIONAL
                    SHARES

                	
                  14

                
	
                  13.11

                	
                  SECURITIES
                    LAW COMPLIANCE

                	
                  14

                
	
                  13.12

                	
                  GOVERNMENT
                    AND OTHER REGULATIONS

                	
                  14

                
	
                  13.13

                	
                  GOVERNING
                    LAW

                	
                  15

                
	
                  13.14

                	
                  DISPUTE
                    RESOLUTION

                	
                  15

                


        

         

        
          
             

          

          
             

            
              

            

          

          
             

          

        

      


      ARTICLE
        1

      PURPOSE

      


      1.1 GENERAL.
        The
        purpose of the Command Center, Inc. 2008 Stock Incentive Plan (the “Plan”)
        is to
        promote the success and enhance the value of Command Center, Inc., a Washington
        corporation (the “Company”)
        by
        linking the personal interests of the members of the Board, employees, officers,
        executives, advisors, consultants, independent contractors (and employees
        and
        agents thereof), and other persons who provide Services to the Company or
        a
        Subsidiary, to those of Company shareholders and by providing such persons
        with
        an incentive for outstanding performance to generate superior returns to
        Company
        shareholders. The Plan is further intended to provide flexibility to the
        Company
        in its ability to motivate, attract, and retain the services of such persons
        upon whose judgment, interest, and special effort the successful conduct
        of the
        Company’s operation is largely dependent. 

       

      ARTICLE
        2

      EFFECTIVE
        AND EXPIRATION DATE

       

      2.1 EFFECTIVE
        DATE.
        The
        Plan is effective as of the date the Plan is approved by the Company’s
        shareholders (the “Effective
        Date”).
        The
        Plan will be deemed to be approved by the shareholders if it receives the
        affirmative vote of the holders of a majority of the shares of stock of the
        Company present or represented and entitled to vote at a meeting duly held
        in
        accordance with the applicable provisions of the Company’s Bylaws. 

       

      2.2 EXPIRATION
        DATE.
        The
        Plan will expire on, and no Award may be granted pursuant to the Plan after,
        the
        seventh anniversary of the Effective Date. Any Awards that are outstanding
        on
        the seventh anniversary of the Effective Date will remain in force according
        to
        the terms of the Plan and the Award Agreement. 

       

      ARTICLE
        3

      DEFINITIONS
        AND CONSTRUCTION

       

      3.1 DEFINITIONS.
        The
        following words and phrases will have the following meanings:

       

      (a) “AWARD”
means
        any Option, Restricted Stock Award, or Performance Share Award granted to
        a
        Participant pursuant to the Plan.

       

      (b) “AWARD
        AGREEMENT”
means
        any written agreement, contract, or other instrument or document evidencing
        an
        Award.

       

      (c) “BOARD”
means
        the Board of Directors of the Company.

       

      (d) “CAUSE”
means
        (except as otherwise provided in an Award Agreement) that the Committee,
        in its
        reasonable and good faith discretion, has determined that the Participant
        has:
        (i) willfully engaged in conduct involving dishonesty, fraud, theft, or
        embezzlement; (ii) within a reasonable period of time after written notice
        and demand for substantial performance is delivered to the Participant by
        the
        Company, has repeatedly failed or refused to follow reasonable policies or
        directives established by the Company; (iii) within a reasonable period of
        time after written notice and demand for substantial performance is delivered
        to
        the Participant by the Company, has willfully and persistently failed to
        attend
        to his, her, or its material duties or obligations with the Company (other
        than
        any such failure as a result of the Participant’s Disability); (iv) has
        willfully performed an act, or willfully failed to act, where such act or
        failure to act is demonstrably and materially injurious to the Company,
        monetarily or otherwise; (v) has engaged in misconduct involving serious
        moral turpitude to the extent that, in the reasonable judgment of the Board,
        the
        Participant’s credibility and reputation no longer conform to the standard of
        the Company’s employees, directors, advisors, independent contractors, and other
        persons providing Services to the Company or a Subsidiary; or (vi) has
        misrepresented or concealed a material fact for purposes of securing employment
        with the Company; provided,
        however,
        that to
        the extent any Participant has an employment, consulting, or other agreement
        with the Company which provides a broader definition of “cause” than this
        definition, then the definition of “cause” set forth in the employment,
        consulting, or other agreement will apply with respect to that particular
        Participant.
        No act
        or failure to act on the part of a Participant will be deemed “willful”
unless
        the Committee reasonably determines that the act was done or omitted to be
        done
        by the Participant not in good faith and without a reasonable belief that
        the
        Participant’s action or omission was in the best interest of the Company.


       

      
        
           

        

        
          1

          
            

          

        

        
           

        

      

      (e) “CHANGE
        OF CONTROL”
means
        and includes each of the following:

       

      (1) Any
        transaction or series of transactions, whereby any person (as that term is
        used
        in Section 13 and 14(d)(2) of the Exchange Act), is or becomes the beneficial
        owner (as that term is used in Section 13(d) of the Exchange Act) directly
        or
        indirectly, of securities of the Company representing fifty percent (50%)
        or
        more of the total value or combined voting power of the Company’s then
        outstanding securities; provided,
        that
        for purposes of this paragraph, the term “person” will exclude (A) a trustee or
        other fiduciary holding securities under an employee benefit plan of the
        Company
        or a Subsidiary, (B) a corporation owned directly or indirectly by the
        shareholders of the Company in substantially the same proportions as their
        ownership in the Company, and (C) any venture capital firm or other investor
        in
        securities of the Company that first purchases any such securities within
        the
        thirty (30) day period following the Effective Date;

       

      (2) Any
        merger, consolidation, other corporate reorganization or liquidation of the
        Company in which the Company is not the continuing or surviving corporation
        or
        entity or pursuant to which shares of Stock would be converted into cash,
        securities, or other property, other than (A) a merger or consolidation with
        a
        wholly owned Subsidiary, (B) a reincorporation of the Company in a different
        jurisdiction, or (C) any other transaction in which there is no substantial
        change in the shareholders of the Company;

       

      (3) Any
        merger or consolidation of the Company with or into another entity or any
        other
        corporate reorganization, if more than fifty percent (50%) of the combined
        voting power of the continuing or surviving entity’s securities outstanding
        immediately after such merger, consolidation, or other reorganization is
        owned
        by persons who were not shareholders of the Company immediately prior to
        such
        merger, consolidation, or other reorganization; 

       

      (4) The
        sale,
        transfer, or other disposition of all or substantially all of the assets
        of the
        Company in one transaction or a series of transactions; 

       

      (5) Any
        one
        person, or more than one person acting as a group, acquires or becomes the
        beneficial owner (as that term is used in Section 13(d) of the Exchange Act)
        directly or indirectly, during any twelve (12) month period beginning on
        the
        first anniversary of the Effective Date, of securities of the Company
        representing thirty-five percent (35%) or more of the combined voting power
        of
        the Company’s then outstanding securities; or forty percent (40%) or more of the
        total gross market value of the assets of the Company; provided,
        that
        for purposes of this paragraph, the term “person” will exclude (A) a trustee or
        other fiduciary holding securities under an employee benefit plan of the
        Company
        or a Subsidiary, (B) a corporation owned directly or indirectly by the
        shareholders of the Company in substantially the same proportions as their
        ownership in the Company, and (C) any venture capital firm or other investor
        in
        securities of the Company that first purchases any such securities within
        the
        thirty (30) day period following the Effective Date; or

       

      
        
           

        

        
          2

          
            

          

        

        
           

        

      

      (6) A
        change
        or series of related or unrelated changes in the composition of the Board,
        during any twelve (12) month period beginning on the first anniversary of
        the
        Effective Date, as a result of which fewer than a majority of the incumbent
        directors are directors who either (A) had been directors of the Company
        on the
        later of such first anniversary of the Effective Date or the date twenty-four
        (24) months prior to the date of the event that may constitute a Change of
        Control (the “Original
        Directors”),
        or
        (B) were elected, or nominated for election, to the Board with the affirmative
        votes of a least a majority of the aggregate of the original directors who
        were
        still in office at the time of the election or nomination and the directors
        whose election or nomination was previously so approved.

       

      Notwithstanding
        the foregoing, the following transactions will not constitute a “Change
        of Control”:
        (1)
        the closing of the Corporation’s first public offering pursuant to an effective
        registration statement filed under the Securities Act of 1933, as amended
        (the
“Securities
        Act”);
        or
        (2) any transaction the sole purpose of which is to change the state of
        incorporation of the Company or to create a holding company that will be
        owned
        in substantially the same proportions by the persons who held the Company’s
        securities immediately before such transaction. 

       

      (f) “CODE”
means
        the Internal Revenue Code of 1986, as amended.

       

      (g) “COMMITTEE”
means
        the committee of the Board described in Article 4
        of this
        Plan.

       

      (h) “DISABILITY”
        means:
        

       

      (1) the
        Participant is unable to engage in any substantial gainful activity by reason
        of
        any medically determinable physical or mental impairment that can be expected
        to
        last for at least 12 months;

       

      (2) the
        Participant is, by reason of any medically determinable physical or mental
        impairment that can be expected to result in death or can be expected to
        last
        for at least 12 months, receiving income replacement benefits for a period
        of at
        least three months under an employer sponsored disability plan; or 

       

      (3) the
        Participant may also be deemed disabled if determined to be totally disabled
        by
        the Social Security Administration. 

       

      The
        Board
        may require such medical or other evidence as it deems necessary to judge
        the
        nature and permanency of the Participant’s condition.

       

      (i) “EXCHANGE
        ACT”
means
        the Securities Exchange Act of 1934, as amended.

       

      (j) “FAIR
        MARKET VALUE”
of
        one
        share of Stock on any relevant date will be determined in accordance with
        the
        following provisions:

       

      (1) If
        the
        Stock at the time is not listed or admitted to trading on any stock exchange
        or
        traded in the over-the-counter market, then the Fair Market Value will be
        determined by the reasonable application of a reasonable valuation method
        that
        is consistently applied in accordance with Section 409A of the Code and
        applicable regulations issued thereunder.

       

      (2) If
        the
        Stock is at the time listed or admitted to trading on any stock exchange
        or the
        Nasdaq Stock Market, then the Fair Market Value will be the closing selling
        price per share of Stock on the date in question as reported on the stock
        exchange or trading market determined by the Committee to be the primary
        market
        for the Stock, or as otherwise required by Section 409A of the Code and
        applicable regulations issued thereunder. If there is no reported sale of
        Stock
        on such exchange or trading market on the date in question, then the Fair
        Market
        Value will be the closing selling price on the exchange or trading market
        on the
        last preceding date for which such quotation exists or as otherwise required
        by
        Section 409A of the Code and applicable regulations issued
        thereunder.

       

      
        
           

        

        
          3

          
            

          

        

        
           

        

      

      (3) If
        the
        Stock is not at the time listed or admitted to trading on any stock exchange
        or
        the Nasdaq Stock Market, but is traded in over-the-counter market, the Fair
        Market Value will be the closing selling price (or, if such information is
        not
        available, the average of the highest bid and lowest asked prices) per share
        of
        Stock on the date in question in the over-the-counter market, or as otherwise
        required by Section 409A of the Code and applicable regulations issued
        thereunder. If there is no reported closing selling price (or bid and asked
        prices) for the Stock on the date in question, the Fair Market Value will
        be the
        closing selling price (or the average of the highest bid price and lowest
        asked
        price) on the last preceding date for which such quotations exist, or as
        otherwise required by Section 409A of the Code and applicable regulations
        issued
        thereunder.

       

      (4) Fair
        Market Value will be determined based upon the class or series of Stock with
        the
        highest value on any relevant date.

       

      (k) “INCENTIVE
        STOCK OPTION”
means
        an Option that is intended to meet the requirements of Section 422 of the
        Code
        or any successor provision thereto.

       

      (l) “NON-QUALIFIED
        STOCK OPTION”
means
        an Option that is not intended to be an Incentive Stock Option.

       

      (m) “OPTION”
means
        a
        right granted to a Participant pursuant to Article
        7
        of the
        Plan to purchase Stock at a specified price during specified time periods.
        An
        Option may be either an Incentive Stock Option or a Non-Qualified Stock
        Option.

       

      (n) “PARTICIPANT”
means
        a
        person who, as a member of the Board, employee, officer, advisor, consultant,
        executive, independent contractor (or any employee or agent thereof), or
        other
        persons who provide Services to the Company or any Subsidiary, has been granted
        an Award pursuant to the Plan.

       

      (o) “PERFORMANCE
        SHARE”
means
        a
        right granted to a Participant pursuant to Article
        8,
        to
        receive cash, Stock, or other Awards, the payment of which is contingent
        upon
        achieving certain performance goals established by the Committee.

       

      (p) “PERSON”
means
        any individual or legal entity.

       

      (q) “PLAN”
means
        this Command Center, Inc. 2008 Stock Incentive Plan, as it may be amended
        from
        time to time.

       

      (r) “RESTRICTED
        STOCK AWARD”
means
        Stock granted to a Participant pursuant to Article
        9
        that is
        subject to certain restrictions and to risk of forfeiture. 

       

      (s) Unless
        it
        is evidenced otherwise set forth in an Award Agreement, a Participant is
        deemed
        to be providing “SERVICE(S)” to
        the Company so long as such Participant renders continuous services on a
        periodic basis to the Company or to any parent or Subsidiary of the Company
        in
        the capacity of an employee, director, officer, executive, advisor, consultant,
        independent contractor (or any employee or agent thereof), or such other
        capacity as approved by the Committee.  In the sole and absolute discretion
        of the Plan Administrator, an award holder will be considered to be rendering
        continuous Service to the Company even if the type of services change, e.g.,
        from employee to independent contractor.  A Participant will be considered
        to be an employee for so long as such Participant remains in the employ of
        the
        Company or any parent or Subsidiary of the Company.

       

      
        
           

        

        
          4

          
            

          

        

        
           

        

      

      (t) “STOCK”
means
        shares of the common stock of the Company, which will be either (a) traded
        on
        any stock exchange, or (b) the class of the Company’s common stock with the
        greatest aggregate stock issued and outstanding as of the date of the grant
        or
        common stock with substantially similar rights to the stock of such class. 
If the Company’s common stock is not traded on a stock exchange and the Company
        has more than one class of common stock, Stock will be the common stock
        referenced in clause (b) above.
        Subject
        to the foregoing limitations, Stock will also include such other securities
        of
        the Company that may be substituted for Stock pursuant to Article
        11
        of the
        Plan.

       

      (u) “SUBSIDIARY”
means
        any corporation or other entity of which a majority of the outstanding voting
        stock or voting power is beneficially owned directly or indirectly by the
        Company.

       

      ARTICLE
        4

      ADMINISTRATION

       

      4.1 COMMITTEE.
        The
        Plan will be administered by the Board or a committee of the Board. Reference
        in
        this Plan to the Committee will refer to the Board if the Board does not
        appoint
        a Committee to administer the Plan.

       

      4.2 ACTION
        BY THE COMMITTEE.
        A
        majority of the Committee will constitute a quorum. The acts of a majority
        of
        the members present at any meeting at which a quorum is present, and acts
        approved in writing by a majority of the Committee in lieu of a meeting of
        the
        Committee, will 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 Subsidiary, 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.

       

      4.3 AUTHORITY
        OF COMMITTEE.
        Subject
        to any specific designation in the Plan, the Committee has the exclusive
        power,
        authority, and discretion to:

       

      (a) Designate
        Participants to receive Awards;

       

      (b) Determine
        the type or types of Awards to be granted to each Participant;

       

      (c) Determine
        the number of Awards to be granted and the number of shares of Stock to which
        an
        Award will relate;

       

      (d) Determine
        the terms and conditions of any Award granted pursuant to the Plan, including,
        but not limited to, the exercise price, grant price, or purchase price, any
        reload provision, any restrictions or limitations on the Award, any schedule
        for
        lapse of forfeiture restrictions or restrictions on the exercisability of
        an
        Award, and accelerations or waivers thereof, any provisions related to
        non-competition and recapture of gain on an Award, based in each case on
        such
        considerations as the Committee, in its sole and absolute discretion,
        determines;

       

      
        
           

        

        
          5

          
            

          

        

        
           

        

      

      (e) Determine
        whether, to what extent, and pursuant to what circumstances an Award may
        be
        settled in, or the exercise price of an Award may be paid in, cash, Stock,
        other
        Awards, or other property, or an Award may be canceled, forfeited, or
        surrendered;

       

      (f) Prescribe
        the form of each Award Agreement, which need not be identical for each
        Participant;

       

      (g) Decide
        all other matters that must be determined in connection with an
        Award;

       

      (h) Establish,
        adopt, or revise any rules and regulations as the Committee may deem necessary
        or advisable to administer the Plan; 

       

      (i) Interpret
        the terms of, and any matter arising pursuant to, the Plan or any Award
        Agreement; and

       

      (j) Make
        all
        other decisions and determinations that may be required pursuant to the Plan
        or
        as the Committee deems necessary or advisable to administer the
        Plan.

       

      4.4 DECISIONS
        BINDING.
        The
        Committee’s interpretation of the Plan, any Awards granted pursuant to the Plan,
        any Award Agreement, and all decisions and determinations by the Committee
        with
        respect to the Plan are final, binding, and conclusive on all parties, including
        all Participants.

       

      ARTICLE
        5

      SHARES
        SUBJECT TO THE PLAN

       

      5.1 NUMBER
        OF SHARES.
        Subject
        to adjustment provided in Article 11, the aggregate number of shares of Stock
        reserved and available for the exercise of options pursuant to the Plan will
        be
        6,400,000
        shares
        of the Company’s common stock.

       

      5.2 LAPSED
        OR ASSUMED AWARDS.
        To the
        extent that an Award terminates, expires, or lapses for any reason, any shares
        of Stock subject to the Award will again be available for the grant of an
        Award
        pursuant to the Plan. Additionally, any shares of stock tendered or withheld
        to
        satisfy the exercise price or tax withholding obligation pursuant to any
        Award
        will again be available for the grant of an Award pursuant to the Plan. To
        the
        extent permitted by applicable law or any exchange rule, shares of Stock
        issued
        in assumption of, or in substitution for, any outstanding awards of any entity
        acquired in any form of combination by the Company or any Subsidiary will
        not be
        counted against shares of Stock available for grant pursuant to this
        Plan.

       

      5.3 STOCK
        DISTRIBUTED.
        Any
        Stock distributed pursuant to an Award may consist, in whole or in part,
        of
        authorized and unissued Stock, treasury Stock, or Stock purchased on the
        open
        market.

       

      
        
           

        

        
          6

          
            

          

        

        
           

        

         

      

      ARTICLE
        6

      ELIGIBILITY
        AND PARTICIPATION

       

      6.1 ELIGIBILITY.

       

      (a) GENERAL.
        Persons
        eligible to participate in this Plan include all members of the Board,
        employees, officers, advisors, executives, consultants, independent contractors
        (and employees and agents thereof), and other persons who provide Services
        to
        the Company or a Subsidiary, as determined by the Committee. 

       

      (b) FOREIGN
        PARTICIPANTS.
        In
        order to assure the viability of Awards granted to Participants employed
        in
        foreign countries, the Committee may provide for such special terms as it
        may
        consider necessary or appropriate to accommodate differences in local law,
        tax
        policy, or custom. Moreover, the Committee may approve such supplements to,
        or
        amendments, restatements, or alternative versions of, the Plan as it may
        consider necessary or appropriate for such purposes without thereby affecting
        the terms of the Plan as in effect for any other purpose; provided,
        however,
        that no
        such supplements, amendments, restatements, or alternative versions will
        increase the share limitations contained in Section
        5.1
        of the
        Plan. 

       

      6.2 ACTUAL
        PARTICIPATION.
        Subject
        to the provisions of the Plan, the Committee may, from time to time, select
        from
        among all eligible individuals, those to whom Awards will be granted and
        will
        determine the nature and amount of each Award. No individual will have any
        right
        to be granted an Award pursuant to this Plan.

       

      ARTICLE
        7

      STOCK
        OPTIONS

       

      7.1 GENERAL.
        The
        Committee is authorized to grant Options to Participants on the following
        terms
        and conditions:

       

      (a) EXERCISE
        PRICE.
        The
        exercise price per share of Stock pursuant to an Option will be determined
        by
        the Committee and set forth in the Award Agreement; provided,
        however,
        that
        the exercise price for any Option will not be less than the Fair Market Value
        as
        of the date of grant (or 110% of the Fair Market Value if the Award is granted
        to a shareholder who, on the date of grant, owns or is deemed to own more
        than
        10% of the total combined voting power of all classes of capital stock of
        the
        Company or of any parent or Subsidiary of the Company).

       

      (b) TIME
        AND CONDITIONS OF EXERCISE.
        The
        Committee will determine the time or times at which an Option may be exercised
        in whole or in part; provided,
        however,
        (i)
        that the term of any Option granted under the Plan will not exceed ten years
        (or
        five years for an Incentive Stock Option granted to a shareholder who, at
        the
        time the Option is granted, owns or is deemed to own stock possessing more
        than
        10% of the total combined voting power of all classes of capital stock of
        the
        Company or of any parent or Subsidiary of the Company), and (ii) provided
        that
        in the case of a Non-Qualified Stock Option, such Option will be exercisable
        for
        one year after the date of the Participant’s death. The Committee will also
        determine the performance or other conditions, if any, that must be satisfied
        before all or part of an Option may be exercised.  

       

      (c) EVIDENCE
        OF GRANT.
        All
        Options will be evidenced by a written Award Agreement between the Company
        and
        the Participant. The Award Agreement will include such additional provisions
        as
        may be specified by the Committee.
        To the
        extent that any Award Agreement conflicts with the terms of this Plan, the
        terms
        of this Plan shall control.

       

      
        
           

        

        
          7

          
            

          

        

        
           

        

      

      7.2 INCENTIVE
        STOCK OPTIONS.
        Incentive Stock Options will be granted only to employees of the Company
        and the
        terms of any Incentive Stock Options granted pursuant to the Plan must comply
        with the following additional provisions of this Section
        7.2:

       

      (a) EXERCISE
        PRICE.
        The
        exercise price per share of Stock will be set by the Committee, provided,
        that
        the exercise price for any Incentive Stock Option may not be less than the
        Fair
        Market Value as of the date of the grant.

       

      (b) EXERCISE.
        In no
        event may any Incentive Stock Option be exercisable for more than ten years
        from
        the date of its grant.

       

      (c) LAPSE
        OF OPTION.
        An
        Incentive Stock Option will lapse pursuant to the following
        circumstances.

       

      (1) The
        Incentive Stock Option will lapse ten years from the date of the grant, unless
        an earlier time is set in the Award Agreement.

       

      (2) The
        Incentive Stock Option will lapse (A) within three months after any Participant
        ceases to provide Services to the Company or any parent or Subsidiary of
        the
        Company, but in no event after the stated expiration date of the Incentive
        Stock
        Option; provided,
        that if
        the Participant is discharged for Cause or commits acts detrimental to the
        Company’s interests, as determined by the Committee, in its sole and absolute
        discretion, then the Committee may immediately void the Incentive Stock Option
        for all purposes. 

       

      (3) If
        the
        Participant terminates employment on account of Disability or death before
        the
        Option lapses pursuant to paragraph (1) or (2) above, the Incentive Stock
        Option
        will lapse, unless it is previously exercised, on the earlier of: (A) the
        scheduled termination date of the Options; or (B) 12 months after the date
        of
        the Participant’s termination of employment on account of Disability or death.
        Upon the Participant’s Disability or death, any Incentive Stock Options
        exercisable at the Participant’s Disability or death may be exercised by the
        Participant’s legal representative or representatives, by the person or persons
        entitled to do so pursuant to the Participant’s last will and testament, or, if
        the Participant fails to make testamentary disposition of such Incentive
        Stock
        Option or dies intestate, by the person or persons entitled to receive the
        Incentive Stock Option pursuant to the applicable laws of descent and
        distribution.

       

      (d) INDIVIDUAL
        DOLLAR LIMITATION.
        The
        aggregate Fair Market Value (determined as of the time an Award is made)
        of all
        shares of Stock with respect to which Incentive Stock Options are first
        exercisable by a Participant in any calendar year may not exceed $100,000
        or
        such other limitation as imposed by Section 422(d) of the Code, or any successor
        provision. To the extent that Incentive Stock Options are first exercisable
        by a
        Participant in excess of such limitation, the excess will be considered
        Non-Qualified Stock Options.

       

      (e) TEN
        PERCENT OWNERS.
        An
        Incentive Stock Option will be granted to any individual who, at the date
        of
        grant, owns stock possessing more than ten percent of the total combined
        voting
        power of all classes of Stock of the Company only if such Option is granted
        at a
        price that is not less than 110% of Fair Market Value on the date of grant
        and
        the Option is exercisable for no more than five years from the date of
        grant.

       

      (f) EXPIRATION
        OF INCENTIVE STOCK OPTIONS.
        No
        Award of an Incentive Stock Option may be made pursuant to this Plan after
        the
        seventh anniversary of the Effective Date.

       

      
        
           

        

        
          8

          
            

          

        

        
           

        

      

      (g) RIGHT
        TO EXERCISE.
        During
        a Participant’s lifetime, an Incentive Stock Option may be exercised only by the
        Participant.

       

      7.3 NON-QUALIFIED
        STOCK OPTIONS.
        Non-Qualified Stock Options will be granted only to Participants, and the
        terms
        of any Non-Qualified Stock Options granted pursuant to the Plan must comply
        with
        the following additional provisions of this Section 7.3:

       

      (a) EXERCISE.
        In no
        event may any Non-Qualified Stock Option be exercisable for more than ten
        years
        from the date of its grant.  

       

      (b) LAPSE
        OF OPTION.
        Non-Qualified Stock Options will lapse pursuant to the following
        circumstances:

       

      (1) The
        Non-Qualified Stock Option will lapse ten years from the date of grant, unless
        an earlier time is set in the Award Agreement; or

       

      (2) The
        Non-Qualified Stock Option will lapse upon any Participant ceasing to provide
        Services to the Company or any parent or Subsidiary of the Company for
        any reason, unless otherwise provided in the Award Agreement.

       

      (c) EXPIRATION
        OF NON-QUALIFIED STOCK OPTIONS.
        No
        Award of a Non-Qualified Stock Option may be made pursuant to this Plan after
        the seventh anniversary of the Effective Date.

       

      (d) RIGHT
        TO EXERCISE.
        During
        a Participant’s lifetime, a Non-Qualified Stock Option may be exercised only by
        the Participant.

       

      ARTICLE
        8

      PERFORMANCE
        SHARES

       

      8.1 GRANT
        OF PERFORMANCE SHARES.
        The
        Committee is authorized to grant Performance Shares to Participants on such
        terms and conditions as may be selected by the Committee. The Committee will
        have the complete discretion to determine the number of Performance Shares
        granted to each Participant. All Awards of Performance Shares will be evidenced
        by an Award Agreement. 

       

      8.2 RIGHT
        TO PAYMENT.
        A grant
        of Performance Shares gives the Participant rights, valued as determined
        by the
        Committee, and payable to, or exercisable by, the Participant to whom the
        Performance Shares are granted, in whole or in part, as the Committee will
        establish at grant or thereafter. Subject to the terms of the Plan, the
        Committee will set performance goals and other terms or conditions to payment
        of
        the Performance Shares in its discretion which, depending on the extent to
        which
        they are met, will determine the number and value of Performance Shares that
        will be paid to the Participant.

       

      8.3 OTHER
        TERMS.
        Performance Shares may be payable in cash, Stock, or other property, and
        have
        such other terms and conditions as determined by the Committee and reflected
        in
        a written Performance Share Award Agreement. Unless otherwise provided in
        an
        Award Agreement, the Committee may, in its sole and absolute discretion,
        elect
        to immediately void any Performance Shares if a Participant ceases to provide
        Services to the Company or any parent or Subsidiary of the Company.

       

      
        
           

        

        
          9

          
            

          

        

        
           

        

      

      ARTICLE
        9

      RESTRICTED
        STOCK AWARDS

       

      9.1 GRANT
        OF RESTRICTED STOCK.
        The
        Committee is authorized to make Awards of Restricted Stock to Participants
        in
        such amounts and subject to such terms and conditions as determined by the
        Committee. All Awards of Restricted Stock will be evidenced by a written
        Restricted Stock Award Agreement. 

       

      9.2 ISSUANCE
        AND RESTRICTIONS.
        Restricted Stock will be subject to such restrictions on transferability
        and
        other restrictions as the Committee may impose (including, without limitation,
        limitations on the right to vote Restricted Stock or the right to receive
        dividends on the Restricted Stock). These restrictions may lapse separately
        or
        in combination at such times, pursuant to such circumstances, in such
        installments, or otherwise, as the Committee determines at the time of the
        grant
        of the Award or thereafter.

       

      9.3 FORFEITURE.
        Except
        as otherwise determined by the Committee at the time of the grant of the
        Award
        or thereafter, if a Participant ceases to provide Services to the Company
        or a
        Subsidiary during the applicable restriction period, Restricted Stock that
        is at
        that time subject to restrictions will be forfeited; provided,
        however,
        that
        the Committee may provide in any Restricted Stock Award Agreement that
        restrictions or forfeiture conditions relating to Restricted Stock will be
        waived in whole or in part in the event of terminations resulting from specified
        causes, and the Committee may in other cases waive in whole or in part
        restrictions or forfeiture conditions relating to Restricted Stock. Unless
        otherwise provided in an Award Agreement, Restricted Stock will be forfeited
        immediately if a Participant ceases to provide Services to the Company or
        a
        Subsidiary for Cause.

       

      9.4 CERTIFICATES
        FOR RESTRICTED STOCK.
        Restricted Stock granted pursuant to the Plan may be evidenced in such manner
        as
        the Committee will determine. If certificates representing shares of Restricted
        Stock are registered in the name of the Participant, certificates must bear
        an
        appropriate legend referring to the terms, conditions, and restrictions
        applicable to such Restricted Stock, and the Company may, at its discretion,
        retain physical possession of the certificate until such time as all applicable
        restrictions lapse.

       

      ARTICLE
        10

      PROVISIONS
        APPLICABLE TO AWARDS

       

      10.1 STAND-ALONE
        AND TANDEM AWARDS.
        Awards
        granted pursuant to the Plan may, in the discretion of the Committee, be
        granted
        either alone, in addition to, or in tandem with, any other Award granted
        pursuant to the Plan. Awards granted in addition to or in tandem with other
        Awards may be granted either at the same time as or at a different time from
        the
        grant of such other Awards.

       

      10.2 MODIFICATION.
        No
        Award granted under this Plan will be modified or otherwise extended, including,
        without limitation, any reduction in the applicable exercise price, any addition
        of a deferral feature, or any extension of the term of the Award, if such
        modification or extension would cause such Award not to be exempt under Section
        409A of the Code; provided,
        however,
        that if
        any Award granted under the Plan, by its terms, would cause such Award not
        to be
        exempt under Section 409A of the Code, such Award will be deemed to be
        automatically modified without any further action of the Company, the Committee,
        or the Board to cause such Award to be exempt under Section 409A of the
        Code.

       

      10.3 PAYMENT;
        NO DEFERRALS.
        Awards
        granted under the Plan may be settled through exercise by (i) cash payments,
        (ii) the delivery of Stock (valued at Fair Market Value), (iii) the cashless
        exercise of such Award, (iv) the granting of replacement Awards, (v)
        combinations thereof, as the Committee will determine, in its sole and absolute
        discretion, or (vi) any other method authorized by this Plan or otherwise
        approved by the Committee. The Committee will not permit or require the deferral
        of any Award payment, including, without limitation, the payment or crediting
        of
        interest or dividend equivalents and converting such credits to deferred
        stock
        unit equivalents. No Award granted under this Plan will contain any deferral
        feature. 

       

      
        
           

        

        
          10

          
            

          

        

        
           

        

      

      10.4 NO
        DIVIDENDS; NO LIQUIDATION PREFERENCE.
        No
        Award granted under the Plan shall entitle the recipient to receive dividends
        or
        dividend equivalents with respect to all or a portion of the number of shares
        of
        Stock subject to such Award. Further, no Award granted under the Plan will
        entitle the recipient to any liquidation preference with respect to all or
        a
        portion of the number of shares of Stock subject to such Award.

       

      10.5 EXCHANGE
        PROVISIONS.
        The
        Committee may at any time offer to exchange or buy out any previously granted
        Award for a payment in cash, Stock, or another Award, based on the terms
        and
        conditions the Committee determines and communicates to the Participant at
        the
        time the offer is made.

       

      10.6 TERM
        OF AWARD.
        The
        term of each Award will be for the period as determined by the Committee;
        provided,
        that in
        no event will the term of any Option exceed a period of ten years from the
        date
        of its grant.

       

      10.7 LIMITS
        ON TRANSFER.
        No
        right or interest of a Participant in any Award may be pledged, encumbered,
        or
        hypothecated to or in favor of any party other than the Company or a Subsidiary,
        or will be subject to any lien, obligation, or liability of such Participant
        to
        any other party other than the Company or a Subsidiary. Except as otherwise
        provided by the Committee, no Award will be assigned, transferred, or otherwise
        disposed of by a Participant other than by will or the laws of descent and
        distribution.

       

      10.8 BENEFICIARIES.
        Notwithstanding Section
        10.7,
        a
        Participant may, in the manner determined by the Committee, designate a
        beneficiary to exercise the rights of the Participant and to receive any
        distribution with respect to any Award upon the Participant’s death. A
        beneficiary, legal guardian, legal representative, or other person claiming
        any
        rights pursuant to the Plan is subject to all terms and conditions of the
        Plan
        and any Award Agreement applicable to the Participant, except to the extent
        the
        Plan and Award Agreement otherwise provide, and to any additional restrictions
        deemed necessary or appropriate by the Committee. If the Participant is married
        and resides in a community property state, a designation of a person other
        than
        the Participant’s spouse as his or her beneficiary with respect to more than 50%
        of the Participant’s interest in the Award will not be effective without the
        prior written consent of the Participant’s spouse. If no beneficiary has been
        designated or survives the Participant, payment will be made to the person
        entitled thereto pursuant to the Participant’s will or the laws of descent and
        distribution. Subject to the foregoing, a beneficiary designation may be
        changed
        or revoked by a Participant at any time provided the change or revocation
        is
        filed with the Committee. 

       

      10.9 STOCK
        CERTIFICATES.
        Notwithstanding anything herein to the contrary, the Company will not be
        required to issue or deliver any certificates evidencing shares of Stock
        pursuant to the exercise of any Award, unless and until the Committee has
        determined, with advice of counsel, that the issuance and delivery of such
        certificates is in compliance with all applicable laws, regulations of
        governmental authorities, and, if applicable, the requirements of any exchange
        on which the shares of Stock are listed or traded. All Stock certificates
        delivered pursuant to the Plan are subject to any stop-transfer orders and
        other
        restrictions as the Committee deems necessary or advisable to comply with
        federal, state, or foreign jurisdiction, securities or other laws, rules,
        and
        regulations and the rules of any national securities exchange or automated
        quotation system on which the Stock is listed, quoted, or traded. The Committee
        may place legends on any Stock certificate to reference restrictions applicable
        to the Stock. In addition to the terms and conditions provided herein, the
        Committee may require that a Participant make such reasonable covenants,
        agreements, and representations as the Committee, in its sole in absolute
        discretion, deems advisable in order to comply with any such laws, regulations,
        or requirements. 

       

      
        
           

        

        
          11

          
            

          

        

        
           

        

      

      10.10 ACCELERATION
        UPON A CHANGE OF CONTROL.
        Unless
        otherwise provided in a Participant’s Award Agreement, if a Change of Control
        occurs, the Committee shall have the discretion to cause all outstanding
        Awards
        to become fully exercisable and all restrictions on outstanding Awards to
        lapse.
        To the extent that this provision causes Incentive Stock Options to exceed
        the
        dollar limitation set forth in Section
        7.2(d),
        the
        excess Options shall be deemed to be Non-Qualified Stock Options. Upon, or
        in
        anticipation of, such an event, the Committee may cause every Award outstanding
        hereunder to terminate at a specific time in the future and shall give each
        Participant the right to exercise Awards during a period of time as the
        Committee, in its sole and absolute discretion, shall determine.

       

      ARTICLE
        11

      CHANGES
        IN CAPITAL STRUCTURE

       

      11.1 SHARES
        AVAILABLE FOR GRANT.
        In the
        event of any change in the number of shares of Stock outstanding by reason
        of
        any stock dividend or split, recapitalization, merger, consolidation,
        combination or exchange of shares or similar corporate change, the maximum
        aggregate number of shares of Stock with respect to which the Committee may
        grant Awards, the number of shares of Stock subject to any Award, and any
        numeric limitation expressed in the Plan will be appropriately adjusted by
        the
        Committee. 

       

      11.2 OUTSTANDING
        AWARDS - INCREASE OR DECREASE IN ISSUED SHARES WITHOUT
        CONSIDERATION.
        Subject
        to any required action by the shareholders of the Company, in the event of
        any
        increase or decrease in the number of issued shares of Stock resulting from
        a
        subdivision or consolidation of shares of Stock or the payment of a stock
        dividend (but only on the shares of Stock), or any other increase or decrease
        in
        the number of such shares effected without receipt or payment of consideration
        by the Company, the Committee will proportionally adjust the number of shares
        of
        Stock subject to each outstanding Award and the exercise price per share
        of
        Stock of each such Award.

       

      11.3 OUTSTANDING
        AWARDS - CERTAIN MERGERS.
        Subject
        to any required action by the shareholders of the Company, in the event that
        the
        Company will be the surviving corporation in any merger or consolidation
        (except
        a merger or consolidation as a result of which the holders of shares of Stock
        receive securities of another corporation), each Award outstanding on the
        date
        of such merger or consolidation will pertain to and apply to the securities
        that
        a holder of the number of shares of Stock subject to such Award would have
        received in such merger or consolidation.

       

      11.4 OUTSTANDING
        AWARDS - OTHER CHANGES.
        In the
        event of any other change in the capitalization of the Company or corporate
        change other than those specifically referred to in Article
        11,
        the
        Committee may, in its absolute discretion, make such adjustments in the number
        and class of shares subject to Awards outstanding on the date on which such
        change occurs and in the per share exercise price of each Award as the Committee
        may consider appropriate to prevent dilution or enlargement of
        rights.

       

      11.5 NO
        OTHER RIGHTS.
        Except
        as expressly provided in the Plan, no Participant will have any rights by
        reason
        of any subdivision or consolidation of shares of Stock of any class, the
        payment
        of any dividend, any increase or decrease in the number of shares of Stock
        of
        any class or any dissolution, liquidation, merger, or consolidation of the
        Company or any other corporation. Except as expressly provided in the Plan,
        no
        issuance by the Company of shares of stock of any class, or securities
        convertible into shares of Stock of any class, will affect, and no adjustment
        by
        reason thereof will be made with respect to, the number of shares of Stock
        subject to an Award or the exercise price of any Award.

       

      
        
           

        

        
          12

          
            

          

        

        
           

        

      

      ARTICLE
        12

      AMENDMENT,
        MODIFICATION, AND TERMINATION

       

      12.1 AMENDMENT,
        MODIFICATION, AND TERMINATION.
        The
        Board may, without action on the part of the Company’s shareholders, amend,
        change, make additions to, or suspend or terminate the Plan as it may, from
        time
        to time, deem necessary or appropriate and in the best interests of the Company;
        provided,
        that
        the Board may not, without the consent of the applicable award holders, take
        any
        action that disqualifies any option previously granted under the Plan for
        treatment as an Incentive Stock Option or which adversely affects or impairs
        the
        rights of the holder of any award outstanding under the Plan; and further provided,
        that,
        except as provided in Section
        11.2,
        the
        Board may not, without the approval of the Company’s shareholders,
        (a) amend the Plan to increase the aggregate number of shares of Stock
        subject to the Plan, or (b) amend the Plan if shareholders approval is
        required either (i) to comply with Section 422 of the Code with respect to
        Incentive Stock Options, or (ii) for purposes of Section 162(m) of the
        Code.

       

      12.2 AWARDS
        PREVIOUSLY GRANTED.
        No
        termination, amendment, or modification of the Plan will adversely affect
        in any
        material way any Award previously granted pursuant to the Plan without the
        prior
        written consent of the Participant. 

       

      ARTICLE
        13

      GENERAL
        PROVISIONS

       

      13.1 NO
        RIGHTS TO AWARDS.
        No
        Participant, employee, or other person will have any claim to be granted
        any
        Award pursuant to the Plan, and neither the Company nor the Committee is
        obligated to treat Participants, employees, and other persons
        uniformly.

       

      13.2 NO
        SHAREHOLDERS RIGHTS.
        No
        Award gives the Participant any of the rights of a shareholder of the Company
        unless and until shares of Stock are in fact issued to such person in connection
        with such Award.

       

      13.3 WITHHOLDING.
        The
        Company or any Subsidiary will have the authority and the right to deduct
        or
        withhold, or require a Participant to remit to the Company, an amount sufficient
        to satisfy federal, state, and local taxes (including the Participant’s FICA
        obligation) required by law to be withheld with respect to any taxable event
        concerning a Participant arising as a result of this Plan. With the Committee’s
        consent, a Participant may elect to (a) have the Company withhold from
        those shares of Stock that would otherwise be received upon the exercise
        of any
        Option, a number of shares having a Fair Market Value equal to the minimum
        statutory amount necessary to satisfy the Company’s applicable federal, state,
        local or foreign income and employment tax withholding obligations with respect
        to such Participant, or (b) tender previously-owned shares of Stock to
        satisfy the Company’s applicable federal, state, local, or foreign income and
        employment tax withholding obligations with respect to the
        Participant.

       

      13.4 NO
        RIGHT TO EMPLOYMENT OR SERVICES.
        Nothing
        in the Plan or any Award Agreement will interfere with or limit in any way
        the
        right of the Company or any Subsidiary to terminate any Participant’s employment
        or services at any time, nor confer upon any Participant any right to continue
        in the employ or service of the Company or any Subsidiary.

       

      
        
           

        

        
          13

          
            

          

        

        
           

        

      

      13.5 UNFUNDED
        STATUS OF AWARDS.
        The
        Plan is intended to be an “unfunded” plan for incentive compensation. With
        respect to any payments not yet made to a Participant pursuant to an Award,
        nothing contained in the Plan or any Award Agreement will give the Participant
        any rights that are greater than those of a general creditor of the Company
        or
        any Subsidiary.

       

      13.6 INDEMNIFICATION.
        To the
        extent allowable pursuant to applicable law, each member of the Committee
        and of
        the Board will be indemnified and held harmless by the Company from any loss,
        cost, liability, or expense that may be imposed upon or reasonably incurred
        by
        such member in connection with or resulting from any claim, action, suit,
        or
        proceeding to which he or she may be a party or in which he or she may be
        involved by reason of any action or failure to act pursuant to the Plan and
        against and from any and all amounts paid by him or her in satisfaction of
        judgment in such action, suit, or proceeding against him or her; provided,
        he or
        she gives the Company an opportunity, at its own expense, to handle and defend
        the same before he or she undertakes to handle and defend it on his or her
        own
        behalf. The foregoing right of indemnification will not be exclusive of any
        other rights of indemnification to which such persons may be entitled pursuant
        to the Company’s Articles of Incorporation or Bylaws, as a matter of law, or
        otherwise, or any power that the Company may have to indemnify them or hold
        them
        harmless.

       

      13.7 RELATIONSHIP
        TO OTHER BENEFITS.
        No
        payment pursuant to the Plan will be taken into account in determining any
        benefits pursuant to any pension, retirement, savings, profit sharing, group
        insurance, welfare, or other benefit plan of the Company or any
        Subsidiary.

       

      13.8 EXPENSES.
        The
        expenses of administering the Plan will be borne by the Company and its
        Subsidiaries.

       

      13.9 TITLES
        AND HEADINGS.
        The
        titles and headings of the Sections in the Plan are for convenience of reference
        only and, in the event of any conflict, the text of the Plan, rather than
        such
        titles or headings, will control.

       

      13.10 FRACTIONAL
        SHARES.
        No
        fractional shares of Stock will be issued and the Committee will determine,
        in
        its discretion, whether cash will be given in lieu of fractional shares,
        or
        whether such fractional shares will be eliminated by rounding up or down
        as
        appropriate.

       

      13.11 SECURITIES
        LAW COMPLIANCE.
        With
        respect to any person who is, on the relevant date, obligated to file reports
        pursuant to Section 16 of the Exchange Act, transactions pursuant to this
        Plan
        are intended to comply with all applicable conditions of Rule 16b-3 or its
        successors pursuant to the Exchange Act. To the extent any provision of the
        Plan
        or action by the Committee fails to so comply, such provision or action will
        be
        void to the extent permitted by law and voidable as deemed advisable by the
        Committee.

       

      13.12 GOVERNMENT
        AND OTHER REGULATIONS.
        Notwithstanding any other provision of this Plan, the Company will have no
        liability to deliver any shares of Stock under the Plan or to make any Award
        under the Plan unless such Award would comply with all applicable laws
        (including, without limitation, the requirements of the Securities Act and
        Section 409A of the Code), and the applicable requirements of any securities
        exchange, the Nasdaq Stock Market, or any similar entity. To the extent that
        any
        Award under the Plan would cause such Award to be subject to Section 409A
        of the
        Code, then such Award automatically will be amended and modified, without
        any
        further action of the Company or the Committee, in order to make such delivery,
        distribution, or award not subject to Section 409A of the Code. To the extent
        that the Plan provides for issuance of stock certificates to reflect the
        issuance of shares of Stock, the issuance may be effected on a non-certificated
        basis to the extent not prohibited by applicable law or the applicable rules
        of
        any stock exchange, the Nasdaq Stock Market, or similar entity.

       

      
        
           

        

        
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      13.13 GOVERNING
        LAW.
        The
        Plan and all Award Agreements will be construed in accordance with and governed
        by the laws of the State of Washington.

       

      13.14 DISPUTE
        RESOLUTION.

       

      (a) General.
        All
        claims, disputes, and other matters in controversy (herein a “Dispute”)
        arising directly or indirectly out of or related to any Award granted under
        this
        Plan will be resolved exclusively according to the procedures set forth in
        this
Section
        13.14. 

       

      (b) Mediation.
        Any
        dispute that is not settled through mediation as provided in this Section
        13.14
        will be
        resolved by arbitration as provided below in Section
        13.14(c).
        No
        party will commence such an arbitration proceeding unless such party will
        first
        give a written notice (a “Dispute
        Notice”)
        to the
        other party setting forth the nature of the dispute. The parties will attempt
        in
        good faith to resolve the dispute by mediation under the Commercial Mediation
        Rules of the American Arbitration Association (“AAA”)
        in
        effect on the date of the Dispute Notice. Either party may initiate mediation
        by
        notice of demand for mediation filed with the other party and the AAA not
        less
        than 10 days after the Dispute Notice is given. If the parties cannot agree
        on
        the selection of a mediator within 20 days after delivery of the Dispute
        Notice,
        the mediator will be selected by the AAA. If the dispute has not been resolved
        by mediation as provided above within 60 days after delivery of the Dispute
        Notice, then the dispute will be determined by arbitration in accordance
        with
        the provisions of Section
        13.14(c)
        below.

       

      (c) Arbitration.
        Any
        dispute that is not settled through mediation as provided above will be resolved
        by final and binding arbitration, which will take place in Spokane County,
        Washington and shall be conducted under the commercial arbitration rules
        (or
        other similar and applicable rules) of the AAA. The parties shall act in
        good
        faith to select a single arbitrator; provided
        that if
        the parties do not agree on an arbitrator, then the American Arbitration
        Association shall select the arbitrator. The decision of the arbitrator shall
        be
        final and binding, and not subject to appeal for any reason. The parties
        agree
        that the arbitrator shall award attorneys fees, costs, and all costs and
        fees of
        the American Arbitration Association to the prevailing party in the arbitration.
        The arbitration award or other orders can be confirmed and/or enforced through
        the Spokane County Superior Court. The arbitrator’s fees and any administrative
        fees and/or costs shall be divided equally between the parties. 

       

      THIS
        COMMAND CENTER, INC. 2008 STOCK INCENTIVE PLAN WAS APPROVED BY THE BOARD
        OF
        DIRECTORS OF THE COMPANY ON OCTOBER __, 2008, AND APPROVED BY THE SHAREHOLDERS
        AT THE ANNUAL SHAREHOLDERS MEETING HELD ON ___________, ____. THE EFFECTIVE
        DATE
        OF THIS PLAN IS ________________, 200_.

       

      
        
           

        

        
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