Kranem Corporation - Exhibit 10.1 - Filed by newsfilecorp.com






Exhibit 10.1

KRANEM CORPORATION 
STOCK INCENTIVE PLAN




TABLE OF CONTENTS 

	  	  	  	PAGE 
	1. 	PURPOSE OF THE
      PLAN 	1 
	2. 	ADMINISTRATION 	1 
	  	2.1 	Administrator 	1 
	  	2.2 	Plan Awards; Interpretation; Powers of
      Administrator 	1 
	  	2.3 	Binding Determinations
    	2 
	  	2.4 	Reliance on Experts 	2 
	  	2.5 	Delegation 	2 
	3. 	ELIGIBILITY 	2 
	4. 	STOCK SUBJECT
      TO THE PLAN 	3 
	  	4.1 	Shares Available 	3 
	  	4.2 	Share Limits 	3 
	  	4.3 	Replenishment and Reissue of Unvested
      Awards 	3 
	  	4.4 	Reservation of Shares
	3 
	5. 	OPTION GRANT PROGRAM 	3 
	  	5.1 	Option Grants in General
    	3 
	  	5.2 	Types of Options 	3 
	  	5.3 	Option Price 	4 
	  	5.4 	Vesting; Term; Exercise Procedure 	5 
	  	5.5 	Limitations on Grant and
      Terms of Incentive Stock Options 	5 
	  	5.6 	Limits on 10% Holders 	5 
	  	5.7 	Effects of Termination
      of Employment on Options 	6 
	  	5.8 	Option Repricing/Cancellation and
      Regrant/Waiver of Restrictions 	6 
	  	5.9 	Early Exercise Options
    	6 
	6. 	STOCK AWARD AND STOCK UNIT
      AWARD PROGRAM 	7 
	  	6.1 	Stock Awards and Stock
      Unit Awards in General 	7 
	  	6.2 	Provisions Applicable to Stock Awards
	7 
	  	6.3 	Vesting 	7 
	  	6.4 	Term 	7 
	  	6.5 	Fractional Shares 	7 
	  	6.6 	Termination of Employment; Return to the
      Corporation; Cancellation 	7 
	  	6.7 	Waiver of Restrictions.
    	8 
	7. 	PROVISIONS APPLICABLE TO ALL
      AWARDS 	8 
	  	7.1 	Rights of Eligible
      Persons, Participants and Beneficiaries 	8 
	  	7.2 	No Transferability; Limited Exception to
      Transfer Restrictions 	8 
	  	7.3 	Adjustments; Changes in
      Control 	9 
	  	7.4 	Termination of Employment or Services
	11 
	  	7.5 	Compliance with Laws 	11 
	  	7.6 	Tax Matters 	12 
	  	7.7 	Plan and Award
      Amendments, Termination and Suspension 	13 
	  	7.8 	Privileges of Stock Ownership 	14 
	  	7.9 	Stock-Based Awards in
      Substitution for Awards Granted by Other Corporation 	14 
	  	7.10 	Effective Date of the Plan 	14 
	  	7.11 	Term of the Plan 	14 
	  	7.12 	Governing Law/Severability 	14 
	  	7.13 	Captions 	14 
	  	7.14 	Non-Exclusivity of Plan 	14 
	  	7.15 	No Restriction on
      Corporate Powers 	14 
	  	7.16 	Other Company Compensation or Benefit
      Programs 	15 
	8. 	DEFINITIONS
	15
  


-i- 




KRANEM CORPORATION 
STOCK INCENTIVE PLAN

PREFACE

This Plan is divided into two separate equity programs: (1) the
option grant program set forth in Section 5 under which Eligible Persons (as
defined in Section 3) may, at the discretion of the Administrator, be granted
Options, and (2) the stock award and stock unit award program set forth in
Section 6 under which Eligible Persons may, at the discretion of the
Administrator, be awarded restricted or unrestricted shares of Common Stock or
Stock Units. Section 2 of this Plan contains the general rules regarding the
administration of this Plan. Section 3 sets forth the requirements for
eligibility to receive an Award grant under this Plan. Section 4 describes the
capital stock of the Corporation that may be subject to Awards granted under
this Plan. Section 7 contains other provisions applicable to all Awards granted
under this Plan. Section 8 provides definitions for certain capitalized terms
used in this Plan and not otherwise defined herein. 

	1. 	
      PURPOSE OF THE PLAN.

	 	 
		
      The purpose of this Plan is to promote the success of the
      Corporation and the interests of its stockholders by providing a means
      through which the Corporation may grant equity-based incentives to
      attract, motivate and retain certain officers, employees, directors and
      other eligible persons and to further link the interests of Award
      recipients with those of the Corporation’s stockholders
  generally.

	 	 
	2. 	
      ADMINISTRATION.




	 	2.1 	
      Administrator. This Plan shall be
      administered by and all Awards under this Plan shall be authorized by the
      Administrator. The “Administrator” means the Board or one or more
      committees appointed by the Board or another committee (within its
      delegated authority) to administer all or certain aspects of this Plan.
      Any such committee shall be comprised solely of one or more directors or
      such number of directors as may be required under applicable law. A
      committee may delegate some or all of its authority to another committee
      so constituted. The Board or a committee comprised solely of directors may
      also delegate, to the extent permitted by any applicable law, to one or
      more officers of the Corporation, its powers under this Plan (a) to
      designate the officers and employees of the Corporation and its Affiliates
      who will receive grants of Awards under this Plan, and (b) to determine
      the number of shares subject to, and the other terms and conditions of,
      such Awards. The Board may delegate different levels of authority to
      different committees with administrative and grant authority under this
      Plan. Unless otherwise provided in the bylaws of the Corporation: (x) a
      majority of the members of the acting Administrator shall constitute a
      quorum, and (y) the vote of a majority of the members present assuming the
      presence of a quorum or the unanimous written consent of the members of
      the Administrator shall constitute action by the acting
    Administrator.

	 	 	 
	 	2.2 	
      Plan Awards; Interpretation; Powers of
      Administrator. Subject to the express provisions of this Plan, the
      Administrator is authorized and empowered to do all things necessary or
      desirable in connection with the authorization of Awards and the
      administration of this Plan (in the case of a committee or delegation to
      one or more officers, within the authority delegated to that committee or
      person(s)), including, without limitation, the authority
  to:




	 	(a) 	
      determine eligibility and, from among those persons
      determined to be eligible, the particular Eligible Persons who will
      receive Awards;

	 	 	 
	 	(b) 	
      grant Awards to Eligible Persons, determine the price and
      number of securities to be offered or awarded to any of such persons,
      determine the other specific terms and conditions of Awards consistent
      with the express limits of this Plan, establish the installments (if any)
      in which such Awards will become exercisable or will vest (which may
      include, without limitation, performance and/or time-based schedules) or
      determine that no delayed exercisability or vesting is required, establish
      any applicable performance targets, and establish the events of
      termination or reversion of such Awards;

	 	 	 
	 	(c) 	
      approve the forms of Award Agreements, which need not be
      identical either as to type of Award or among Participants;

	 	 	 
	 	(d) 	
      construe and interpret this Plan and any Award Agreement
      or other agreements defining the rights and obligations of the
      Corporation, its Affiliates, and Participants under this Plan, make
      factual determinations with respect to the administration of this Plan,
      further define the terms used in this Plan, and prescribe, amend and
      rescind rules and regulations relating to the administration of this Plan
      or the Awards;

	 	 	 
	 	(e) 	
      cancel, modify, or waive the Corporation’s rights with
      respect to, or modify, discontinue, suspend, or terminate any or all
      outstanding Awards, subject to any required consent under Section
      7.7.4;



1





	 	(f) 	
      accelerate or extend the vesting or exercisability or
      extend the term of any or all outstanding Awards (within the maximum
      ten-year term of Awards under Sections 5.4.2 and 6.4) in such
      circumstances as the Administrator may deem appropriate (including,
      without limitation, in connection with a termination of employment or
      services or other events of a personal nature);

	 	 	 
	 	(g) 	
      determine Fair Market Value for purposes of this Plan and
      Awards;

	 	 	 
	 	(h) 	
      determine the duration and purposes of leaves of absence
      that may be granted to Participants without constituting a termination of
      their employment for purposes of this Plan; and

	 	 	 
	 	(i) 	
      determine whether, and the extent to which, adjustments
      are required pursuant to Section 7.3 hereof and authorize the termination,
      conversion, substitution or succession of awards upon the occurrence of an
      event of the type described in Section 7.3.




	 	2.3 	
      Binding Determinations. Any action taken
      by, or inaction of, the Corporation, any Affiliate, the Board or the
      Administrator relating or pursuant to this Plan and within its authority
      hereunder or under applicable law shall be within the absolute discretion
      of that entity or body and shall be final, binding and conclusive upon all
      persons. Neither the Board nor the Administrator, nor any member thereof
      or person acting at the direction thereof, including, without limitation,
      individuals to whom the Administrator has delegated its authority pursuant
      to Section 2.1 or Section 2.5, shall be liable for any act, omission,
      interpretation, construction or determination made in good faith in
      connection with this Plan (or any Award), and all such persons shall be
      entitled to indemnification and reimbursement by the Corporation in
      respect of any claim, loss, damage or expense (including, without
      limitation, attorneys’ fees) arising or resulting therefrom to the fullest
      extent permitted by law and/or under any directors and officers liability
      insurance coverage that may be in effect from time to time.

	 	 	 
	 	2.4 	
      Reliance on Experts. In making any
      determination or in taking or not taking any action under this Plan, the
      Administrator or the Board, as the case may be, may obtain and may rely
      upon the advice of experts, including employees of and professional
      advisors to the Corporation. No director, officer or agent of the
      Corporation or any of its Affiliates shall be liable for any such action
      or determination taken or made or omitted in good faith.

	 	 	 
	 	2.5 	
      Delegation. The Administrator may delegate
      ministerial, non-discretionary functions to individuals who are officers
      or employees of the Corporation or any of its Affiliates or to third
      parties.




	3. 	
      ELIGIBILITY.

	 	 
		
      Awards may be granted under this Plan only to those
      persons that the Administrator determines to be Eligible Persons. An
      advisor or consultant may be selected as an Eligible Person only if such
      person’s participation in this Plan would not adversely affect (1) the
      Corporation’s eligibility to rely on the Rule 701 exemption from
      registration under the Securities Act for the offering of shares issuable
      under this Plan by the Corporation, or (2) the Corporation’s compliance
      with any other applicable laws. An Eligible Person may, but need not, be
      granted one or more Awards pursuant to Section 5 and/or one or more Awards
      pursuant to Section 6. An Eligible Person who has been granted an Award
      under this Plan may, if otherwise eligible, be granted additional Awards
      under this Plan if the Administrator so determines. However, a person’s
      status as an Eligible Person is not a commitment that any Award will be
      granted to that person under this Plan. Furthermore, an Eligible Person,
      who has been granted an Award under Section 5, is not necessarily entitled
      to an Award under Section 6, or vice versa, unless otherwise expressly
      determined by the Administrator. Each Award granted under this Plan must
      be approved by the Administrator at or prior to the grant of the
    Award.

	 	 
	4. 	
      STOCK SUBJECT TO THE
PLAN.




	 	4.1 	
      Shares Available. Subject to the provisions
      of Section 7.3.1, the capital stock that may be delivered under this Plan
      will be shares of the Corporation’s authorized but unissued Common Stock
      and any of its shares of Common Stock held as treasury shares. The shares
      of Common Stock issued and delivered may be issued and delivered for any
      lawful consideration.

	 	 	 
	 	4.2 	
      Share Limits. Subject to the provisions of
      Section 7.3.1 and further subject to the share counting rules of Section
      4.3, the maximum number of shares of Common Stock that may be delivered
      pursuant to Awards granted under this Plan will not exceed 2,000,000
      shares (the “Share Limit”) in the aggregate.* As
      required under Treasury Regulation Section 1.422-2(b)(3)(i) under the
      Code, in no event will the number of shares of Common Stock that may be
      delivered pursuant to Incentive Stock Options granted under this Plan
      exceed the Share Limit; provided that in calculating the number of shares
      of Common Stock that remain available for Awards of Incentive Stock
      Options, the rules set forth in this Section 4 shall not apply to the
      extent they are contrary to Section 422 of the
Code.



____________________________
* Award grants
(including the number of shares subject to Awards granted) must be structured to
satisfy the requirements of Rule 701 promulgated under the Securities Act and
applicable Blue Sky laws.

2





	 	4.3 	
      Replenishment and Reissue of Unvested
      Awards. To the extent that an Award is settled in cash or a form
      other than shares of Common Stock, the shares that would have been
      delivered had there been no such cash or other settlement shall not be
      counted against the Share Limit. No Award may be granted under this Plan
      unless, on the date of grant, the sum of (a) the maximum number of shares
      of Common Stock issuable at any time pursuant to such Award, plus (b) the
      number of shares of Common Stock that have previously been issued pursuant
      to Awards granted under this Plan, plus (c) the maximum number of shares
      of Common Stock that may be issued at any time after such date of grant
      pursuant to Awards that are outstanding on such date, does not exceed the
      Share Limit. Shares of Common Stock that are subject to or underlie
      Options granted under this Plan that expire or for any reason are canceled
      or terminated without having been exercised (or shares of Common Stock
      subject to or underlying the unexercised portion of such Options in the
      case of Options that were partially exercised), as well as shares of
      Common Stock that are subject to Stock Awards or Stock Unit Awards made
      under this Plan that are forfeited to the Corporation or, in the case of
      Stock Awards, otherwise repurchased by the Corporation prior to the
      vesting of such shares for a price not greater than the original purchase
      or issue price of such shares (as adjusted pursuant to Section 7.3.1) will
      again, except to the extent prohibited by law or applicable listing or
      regulatory requirements (and subject to any applicable limitations of the
      Code in the case of Awards intended to be Incentive Stock Options), be
      available for subsequent Award grants under this Plan. Shares that are
      exchanged by a Participant or withheld by the Corporation as full or
      partial payment in connection with any Award under this Plan, as well as
      any shares exchanged by a Participant or withheld by the Corporation or
      one of its Affiliates to satisfy the tax withholding obligations related
      to any Award, shall be available for subsequent Awards under this
    Plan.

	 	 	 
	 	4.4 	
      Reservation of Shares. The Corporation
      shall at all times reserve a number of shares of Common Stock sufficient
      to cover the Corporation’s obligations and contingent obligations to
      deliver shares with respect to Awards then outstanding under this Plan.
      Under less otherwise indicated in the Award Agreement, the shares issued
      under this Plan shall be Restricted Stock.




	5. 	
      OPTION GRANT PROGRAM.




	 	5.1 	
      Option Grants in General. Each Option shall
      be evidenced by an Award Agreement in the form approved by the
      Administrator. The Award Agreement evidencing an Option shall contain the
      terms established by the Administrator for that Option, as well as any
      other terms, provisions, or restrictions that the Administrator may impose
      on the Option or any shares of Common Stock subject to the Option; in each
      case subject to the applicable provisions and limitations of this Section
      5 and the other applicable provisions and limitations of this Plan. The
      Administrator may require that the recipient of an Option promptly execute
      and return to the Corporation his or her Award Agreement evidencing the
      Option. In addition, the Administrator may require that the spouse of any
      married recipient of an Option also promptly execute and return to the
      Corporation the Award Agreement evidencing the Option granted to the
      recipient or such other spousal consent form that the Administrator may
      require in connection with the grant of the Option.

	 	 	 
	 	5.2 	
      Types of Options. The Administrator will
      designate each Option granted under this Plan as either an Incentive Stock
      Option or a Nonqualified Stock Option, and such designation shall be set
      forth in the applicable Award Agreement. Any Option granted under this
      Plan that is not expressly designated in the applicable Award Agreement as
      an Incentive Stock Option will be deemed to be designated a Nonqualified
      Stock Option under this Plan and not an “incentive stock option” within
      the meaning of Section 422 of the Code. Incentive Stock Options shall be
      subject to the provisions of Sections 5.5 and 5.6 in addition to the
      provisions of this Plan applicable to Options generally. The Administrator
      may, in its discretion, designate any Option as an Early Exercise Option
      pursuant to Section 5.9.

	 	 	 
	 	5.3 	
      Option Price.




	 	5.3.1 	
      Pricing Limits. Subject to the following
      provisions of this Section 5.3.1, the Administrator will determine the
      purchase price per share of the Common Stock covered by each Option (the
      “exercise price”) at the time of the grant of the Option, which
      exercise price will be set forth in the applicable Award Agreement. In no
      case will the exercise price of an Option be less than the greater
      of:




	 	(a) 	
      the par value of the Common Stock;

	 	 	 
	 	(b) 	
      subject to clause (c) below, 100% of the Fair Market
      Value of the Common Stock on the date of grant; or

	 	 	 
	 	(c) 	
      in the case of an Incentive Stock Option granted to a
      Participant described in Section 5.6, 110% of the Fair Market Value of the
      Common Stock on the date of grant.




	 	5.3.2 	
      Payment Provisions. The Corporation will not be
      obligated to deliver certificates for the shares of Common Stock to be
      purchased on exercise of an Option unless and until it receives full
      payment of the exercise price therefor, all related withholding
      obligations under Section 7.6 have been satisfied, and all other
      conditions to the exercise of the Option set forth herein or in the Award
      Agreement have been satisfied. The purchase price of any shares of Common Stock
purchased on exercise of an Option must be paid in full at the time of each
purchase in such lawful consideration as may be permitted or required by the
Administrator, which may include, without limitation, one or a combination of
the following methods: 



3




	 	(a) 	
      cash, check payable to the order of the Corporation, or
      electronic funds transfer;

	 	 	 
	 	(b) 	
      notice and third party payment in such manner as may be
      authorized by the Administrator; or

	 	 	 
	 	(c) 	
      the delivery of previously owned shares of Common
      Stock.



In no event shall any shares
newly-issued by the Corporation be issued for less than the minimum lawful
consideration for such shares or for consideration other than consideration
permitted by applicable state law. Shares of Common Stock used to satisfy the
exercise price of an Option (whether previously-owned shares or shares otherwise
deliverable pursuant to the terms of the Option) shall be valued at their Fair
Market Value on the date of exercise. Unless otherwise expressly provided in the
applicable Award Agreement, the Administrator may eliminate or limit a
Participant’s ability to pay the purchase or exercise price of any Award by any
method other than cash payment to the Corporation. A cashless exercise shall not
be allowed. Payment by a promissory note shall not be allowed. 

	 	5.4 	
      Vesting; Term; Exercise
  Procedure.




	 	5.4.1 	
      Vesting. An Option may be exercised only to the
      extent that it is vested and exercisable. The Administrator will determine
      the vesting and/or exercisability provisions of each Option (which may be
      based on performance criteria, passage of time or other factors or any
      combination thereof), which provisions will be set forth in the applicable
      Award Agreement. Unless the Administrator otherwise expressly provides,
      once exercisable an Option will remain exercisable until the expiration or
      earlier termination of the Option. Options issued under the Plan are not
      subject to early exercise. Only vested options may be exercised.

	 	 	 
	 	5.4.2 	
      Term. Each Option shall expire not more than 10
      years after its date of grant (or such shorter period as may be applicable
      under Section 422 of the Code). Each Option will be subject to earlier
      termination as provided in or pursuant to Sections 5.7 and 7.3.

	 	 	 
	 	5.4.3 	
      Exercise Procedure. Any exercisable Option will be
      deemed to be exercised when the Corporation receives written notice of
      such exercise from the Participant (on a form and in such manner as may be
      required by the Administrator), together with any required payment made in
      accordance with Section 5.3 and Section 7.6 and any written statement
      required pursuant to Section 7.5.1.

	 	 	 
	 	5.4.4 	
      Fractional Shares/Minimum Issue. Fractional share
      interests will be disregarded, but may be accumulated. The Administrator,
      however, may determine that cash, other securities, or other property will
      be paid or transferred in lieu of any fractional share interests. No fewer
      than 1,000 shares (subject to adjustment pursuant to Section 7.3.1) may be
      purchased on exercise of any Option at one time unless the number
      purchased is the total number at the time available for purchase under the
      Option.




	 	5.5 	
      Limitations on Grant and Terms of Incentive Stock
      Options.




	 	5.5.1 	
      $100,000 Limit. To the extent that the aggregate
      Fair Market Value of stock with respect to which incentive stock options
      first become exercisable by a Participant in any calendar year exceeds
      $100,000, taking into account both Common Stock subject to Incentive Stock
      Options under this Plan and stock subject to incentive stock options under
      all other plans of the Corporation or any of its Affiliates, such options
      will be treated as nonqualified stock options. For this purpose, the Fair
      Market Value of the stock subject to options will be determined as of the
      date the options were awarded. In reducing the number of options treated
      as incentive stock options to meet the $100,000 limit, the most recently
      granted options will be reduced (recharacterized as nonqualified stock
      options) first. To the extent a reduction of simultaneously granted
      options is necessary to meet the $100,000 limit, the Administrator may, in
      the manner and to the extent permitted by law, designate which shares of
      Common Stock are to be treated as shares acquired pursuant to the exercise
      of an incentive stock option.

	 	 	 
	 	5.5.2 	
      Other Code Limits. Incentive Stock Options may
      only be granted to individuals that are employees of the Corporation or
      one of its Affiliates and satisfy the other eligibility requirements of
      the Code. Any Award Agreement relating to Incentive Stock Options will
      contain or shall be deemed to contain such other terms and conditions as
      from time to time are required in order that the Option be an “incentive
      stock option” as that term is defined in Section 422 of the
Code.

	 	 	 
	 	5.5.3 	
      ISO Notice of Sale Requirement. Any Participant
      who exercises an Incentive Stock Option shall give prompt written notice
      to the Corporation of any sale or other transfer of the shares of Common
      Stock acquired on such exercise if the sale or other
transfer occurs within (a) one year after the exercise date of the Option, or
(b) two years after the grant date of the Option. 



4




	 	5.6 	
      Limits on 10% Holders. No Incentive Stock
      Option may be granted to any person who, at the time the Incentive Stock
      Option is granted, owns (or is deemed to own under Section 424(d) of the
      Code) shares of outstanding stock of the Corporation (or any of its
      Affiliates) possessing more than 10% of the total combined voting power of
      all classes of stock of the Corporation (or any of its Affiliates), unless
      the exercise price of such Incentive Stock Option is at least 110% of the
      Fair Market Value of the stock subject to the Incentive Stock Option and
      such Incentive Stock Option by its terms is not exercisable more than five
      years after the date such Incentive Stock Option is granted.

	 	 	 
	 	5.7 	
      Effects of Termination of Employment on
      Options.




	 	5.7.1 	
      Dismissal for Cause. Unless otherwise provided in
      the Award Agreement and subject to earlier termination pursuant to or as
      contemplated by Section 5.4.2 or 7.3, if a Participant’s employment by or
      service to the Corporation or any of its Affiliates is terminated by such
      entity for Cause, the Participant’s Option will terminate on the
      Participant’s Severance Date, whether or not the Option is then vested
      and/or exercisable.

	 	 	 
	 	5.7.2 	
      Death or Disability. Unless otherwise provided in
      the Award Agreement (consistent with applicable securities laws) and
      subject to earlier termination pursuant to or as contemplated by Section
      5.4.2 or 7.3, if a Participant’s employment by or service to the
      Corporation or any of its Affiliates terminates as a result of the
      Participant’s death or Total Disability:




	 	(a) 	
      the Participant (or his or her Personal Representative or
      Beneficiary, in the case of the Participant’s Total Disability or death,
      respectively), will have until the date that is 12 months after the
      Participant’s Severance Date to exercise the Participant’s Option (or
      portion thereof) to the extent that it was vested and exercisable on the
      Severance Date;

	 	 	 
	 	(b) 	
      the Option, to the extent not vested and exercisable on
      the Participant’s Severance Date, shall terminate on the Severance Date;
      and

	 	 	 
	 	(c) 	
      the Option, to the extent exercisable for the 12-month
      period following the Participant’s Severance Date and not exercised during
      such period, shall terminate at the close of business on the last day of
      the 12-month period.




	 	5.7.3 	
      Other Terminations of Employment. Unless otherwise
      provided in the Award Agreement (consistent with applicable securities
      laws) and subject to earlier termination pursuant to or as contemplated by
      Section 5.4.2 or 7.3, if a Participant’s employment by or service to the
      Corporation or any of its Affiliates terminates for any reason other than
      a termination by such entity for Cause or because of the Participant’s
      death or Total Disability:




	 	(a) 	
      the Participant will have until the date that is 3 months
      after the Participant’s Severance Date to exercise his or her Option (or
      portion thereof) to the extent that it was vested and exercisable on the
      Severance Date;

	 	 	 
	 	(b) 	
      the Option, to the extent not vested and exercisable on
      the Participant’s Severance Date, shall terminate on the Severance Date;
      and

	 	 	 
	 	(c) 	
      the Option, to the extent exercisable for the 3-month
      period following the Participant’s Severance Date and not exercised during
      such period, shall terminate at the close of business on the last day of
      the 3-month period.




	 	5.8 	
      Option Repricing/Cancellation and Regrant/Waiver of
      Restrictions. Subject to Section 4, Section 7.6.3, and Section 7.7
      and the specific limitations on Options contained in this Plan, the
      Administrator from time to time may authorize, generally or in specific
      cases only, for the benefit of any Eligible Person, any adjustment in the
      exercise price, the vesting schedule, the number of shares subject to, or
      the term of, an Option granted under this Plan by cancellation of an
      outstanding Option and a subsequent regranting of the Option, by
      amendment, by substitution of an outstanding Option, by waiver or by other
      legally valid means. Such amendment or other action may result in, among
      other changes, an exercise price that is higher or lower than the exercise
      price of the original or prior Option, provide for a greater or lesser
      number of shares of Common Stock subject to the Option, or provide for a
      longer or shorter vesting or exercise period.



5





	6. 	
      STOCK AWARD AND STOCK UNIT AWARD
  PROGRAM.




	 	6.1 	
      Stock Awards and Stock Unit Awards in
      General. Each Stock Award and Stock Unit Award shall be evidenced
      by an Award Agreement in the form approved by the Administrator. The Award
      Agreement evidencing a Stock Award or Stock Unit Award shall contain the
      terms established by the Administrator for that Award, as well as any
      other terms, provisions, or restrictions that the Administrator may impose
      on the Award; in each case subject to the applicable provisions and
      limitations of this Section 6 and the other applicable provisions and
      limitations of this Plan. The Administrator may require that the recipient
      of a Stock Award or Stock Unit Award promptly execute and return to the
      Corporation his or her Award Agreement evidencing the Award. In addition,
      the Administrator may require that the spouse of any married recipient of
      a Stock Award or Stock Unit Award also promptly execute and return to the
      Corporation the Award Agreement evidencing the Award granted to the
      recipient or such other spousal consent form that the Administrator may
      require in connection with the grant of the Award.

	 	 	 
	 	6.2 	
      Provisions Applicable to Stock
    Awards.




	 	6.2.1 	
      Types of Stock Awards. The Administrator shall
      designate whether a Stock Award shall be a Restricted Stock Award, and
      such designation shall be set forth in the applicable Award
    Agreement.

	 	 	 
	 	6.2.2 	
      Purchase Price.




	 	(a) 	
      The Administrator will determine the purchase price per
      share of the Common Stock covered by each Stock Award at the time of grant
      of the Award. In no case will such purchase price be less than the par
      value of the Common Stock.

	 	 	 
	 	(b) 	
      The Corporation will not be obligated to issue
      certificates or otherwise evidence shares of Common Stock awarded under
      this Section 6 unless and until it receives full payment of the purchase
      price therefor and all other conditions to the purchase, as determined by
      the Administrator, have been satisfied. The purchase price of any shares
      subject to a Stock Award must be paid in full at the time of the purchase
      in such lawful consideration as may be permitted or required by the
      Administrator, which may include, without limitation, one or a combination
      of the methods set forth in clauses (a) through (f) in Section 5.3.2
      and/or past services rendered to the Corporation or any of its
      Affiliates.




	 	6.2.3 	
      Stock Certificates. Any stock certificates
      evidencing Restricted Shares will bear a legend making appropriate
      reference to the restrictions imposed hereunder and will be held by the
      Corporation or by a third party designated by the Administrator until the
      restrictions on such shares have lapsed, the shares have vested in
      accordance with the provisions of the Award Agreement and Section 6.3, and
      any related loan has been repaid.

	 	 	 
	 	6.2.4 	
      Dividend and Voting Rights. Unless otherwise
      provided in the applicable Award Agreement, a Participant receiving
      Restricted Shares will be entitled to cash dividend and voting rights for
      all Restricted Shares issued even though they are not vested, but such
      rights will terminate immediately as to any Restricted Shares which cease
      to be eligible for vesting.




	 	6.3 	
      Vesting. The restrictions imposed on the
      shares of Common Stock subject to a Restricted Stock Award or on Stock
      Units (which may be based on performance criteria, passage of time or
      other factors or any combination thereof) will be set forth in the
      applicable Award Agreement.

	 	 	 
	 	6.4 	
      Term. A Stock Award or Stock Unit Award
      shall either vest or be forfeited not more than 10 years after the date of
      grant. Each Stock Award and Stock Unit Award will be subject to earlier
      termination as provided in or pursuant to Sections 6.6 and 7.3. Subject to
      the requirements of Section 7.6.3, any payment of cash or delivery of
      stock in payment for a Stock Award or Stock Unit Award may be delayed
      until a future date if specifically authorized by the Administrator in
      writing and by the Participant.

	 	 	 
	 	6.5 	
      Fractional Shares. Fractional share
      interests will be disregarded, but may be accumulated. The Administrator,
      however, may determine that cash, other securities, or other property will
      be paid or transferred in lieu of any fractional share
interests.

	 	 	 
	 	6.6 	
      Termination of Employment; Return to the
      Corporation; Cancellation. Unless the Administrator otherwise
      expressly provides, shares of Common Stock subject to an Award that remain
      subject to vesting conditions that have not been satisfied by the time
      specified in the applicable Award Agreement (which may include, without
      limitation, the Participant’s Severance Date), will not vest and (i) in
      the case of Restricted Shares, will be reacquired by the Corporation in
      such manner and on such terms as the Administrator provides, which terms
      shall include return or repayment of the lower of (a) the Fair
      Market Value of the Restricted Shares at the time of the termination, or
      (b) the original purchase price of the Restricted Shares, without
      interest, to the Participant; and (ii) in the case of Stock
  Units, will be cancelled without payment to the Participant therefor, in each case to the extent not prohibited by law. The Award
      Agreement shall specify any other terms or conditions of the repurchase or
      cancellation, as the case may be, if the Award fails to vest. Any other
      Stock Award or Stock Unit Award that has not been exercised as of a
      Participant’s Severance Date shall terminate on that date unless otherwise
      expressly provided by the Administrator in the applicable Award
      Agreement.



6





	 	6.7 	
      Waiver of Restrictions. Subject to Sections
      4, 7.6.3 and 7.7 and the specific limitations on Stock Awards and Stock
      Unit Awards contained in this Plan, the Administrator from time to time
      may authorize, generally or in specific cases only, for the benefit of any
      Eligible Person, any adjustment in the vesting schedule, or the
      restrictions upon or the term of, a Stock Award or Stock Unit Award
      granted under this Plan by amendment, by substitution of an outstanding
      Stock Award or Stock Unit Award, as applicable, by waiver or by other
      legally valid means.




	7. 	
      PROVISIONS APPLICABLE TO ALL
  AWARDS.




	 	7.1 	
      Rights of Eligible Persons, Participants and
      Beneficiaries.




	 	7.1.1 	
      Employment Status. No person shall have any claim
      or rights to be granted an Award (or additional Awards, as the case may
      be) under this Plan, subject to any express contractual rights (set forth
      in a document other than this Plan) to the contrary.

	 	 	 
	 	7.1.2 	
      No Employment/Service Contract. Nothing contained
      in this Plan (or in any other documents under this Plan or related to any
      Award) shall confer upon any Eligible Person or Participant any right to
      continue in the employ or other service of the Corporation or any of its
      Affiliates, constitute any contract or agreement of employment or other
      service or affect an employee’s status as an employee at will, nor shall
      interfere in any way with the right of the Corporation or any Affiliate to
      change such person’s compensation or other benefits, or to terminate his
      or her employment or other service, with or without cause at any time.
      Nothing in this Section 7.1.2, or in Section 7.3 or 7.15, however, is
      intended to adversely affect any express independent right of such person
      under a separate employment or service contract. An Award Agreement shall
      not constitute a contract of employment or service.

	 	 	 
	 	7.1.3 	
      Plan Not Funded. Awards payable under this Plan
      will be payable in shares of Common Stock or from the general assets of
      the Corporation, and (except as to the share reservation provided in
      Section 4.4) no special or separate reserve, fund or deposit will be made
      to assure payment of such Awards. No Participant, Beneficiary or other
      person will have any right, title or interest in any fund or in any
      specific asset (including shares of Common Stock, except as expressly
      provided) of the Corporation or any of its Affiliates by reason of any
      Award hereunder. Neither the provisions of this Plan (or of any related
      documents), nor the creation or adoption of this Plan, nor any action
      taken pursuant to the provisions of this Plan will create, or be construed
      to create, a trust of any kind or a fiduciary relationship between the
      Corporation or any of its Affiliates and any Participant, Beneficiary or
      other person. To the extent that a Participant, Beneficiary or other
      person acquires a right to receive payment pursuant to any Award
      hereunder, such right will be no greater than the right of any unsecured
      general creditor of the Corporation.

	 	 	 
	 	7.1.4 	
      Charter Documents. The Certificate of
      Incorporation and Bylaws of the Corporation, as either of them may
      lawfully be amended from time to time, may provide for additional
      restrictions and limitations with respect to the Common Stock (including
      additional restrictions and limitations on the voting or transfer of
      Common Stock) or priorities, rights and preferences as to securities and
      interests prior in rights to the Common Stock. To the extent that these
      restrictions and limitations are greater than those set forth in this Plan
      or any Award Agreement, such restrictions and limitations shall apply to
      any shares of Common Stock acquired pursuant to the exercise of Awards and
      are incorporated herein by this reference.




	 	7.2 	
      No Transferability; Limited Exception to Transfer
      Restrictions.




	 	7.2.1 	
      Limit On Exercise and Transfer. Unless otherwise
      expressly provided in (or pursuant to) this Section 7.2, by applicable law
      and by the Award Agreement, as the same may be
amended:




	 	(a) 	
      all Awards are non-transferable and will not be subject
      in any manner to sale, transfer, anticipation, alienation, assignment,
      pledge, encumbrance or charge;

	 	 	 
	 	(b) 	
      Awards will be exercised only by the Participant;
    and

	 	 	 
	 	(c) 	
      amounts payable or shares issuable pursuant to an Award
      will be delivered only to (or for the account of) the
  Participant.



In addition, the shares shall be
subject to the restrictions set forth in the applicable Award Agreement. 

7





	 	7.2.2 	
      Further Exceptions to Limits On Transfer. The
      exercise and transfer restrictions in Section 7.2.1 will not apply
    to:




	 	(a) 	
      transfers to the Corporation;

	 	 	 
	 	(b) 	
      transfers by gift or domestic relations order to one or
      more “family members” (as that term is defined in Rule 701 promulgated
      under the Securities Act) of the Participant;

	 	 	 
	 	(c) 	
      the designation of a Beneficiary to receive benefits if
      the Participant dies or, if the Participant has died, transfers to or
      exercises by the Participant’s Beneficiary, or, in the absence of a
      validly designated Beneficiary, transfers by will or the laws of descent
      and distribution; or

	 	 	 
	 	(d) 	
      if the Participant has suffered a disability, permitted
      transfers or exercises on behalf of the Participant by the Participant’s
      duly authorized legal representative.



Notwithstanding anything else in this
Section 7.2.2 to the contrary, but subject to compliance with all applicable
laws, Incentive Stock Options, Restricted Stock Awards and Stock Unit Awards
will be subject to any and all transfer restrictions under the Code, the
Securities Act, or the Exchange Act applicable to such awards or necessary to
maintain the intended tax consequences or securities law compliance of such
Awards. Notwithstanding clause (b) above but subject to compliance with all
applicable laws, any contemplated transfer by gift or domestic relations order
to one or more “family members” of a Participant as referenced in clause (b)
above is subject to the condition precedent that the transfer be approved by the
Administrator in order for it to be effective. The Administrator may, in its
sole discretion, withhold its approval of any such proposed transfer. 

	 	7.3 	
      Adjustments; Changes in
  Control.




	 	7.3.1 	
      Adjustments. Subject to Section 7.3.2 below, upon
      (or, as may be necessary to effect the adjustment, immediately prior to):
      any reclassification, recapitalization, stock split (including a stock
      split in the form of a stock dividend) or reverse stock split; any merger,
      combination, consolidation, or other reorganization; any split-up,
      spin-off, or similar extraordinary dividend distribution in respect of the
      Common Stock; or any exchange of Common Stock or other securities of the
      Corporation, or any similar, unusual or extraordinary corporate
      transaction in respect of the Common Stock; then the Administrator shall
      equitably and proportionately adjust (1) the number and type of shares of
      Common Stock (or other securities) that thereafter may be made the subject
      of Awards (including the specific share limits, maximums and numbers of
      shares set forth elsewhere in this Plan), (2) the number, amount and type
      of shares of Common Stock (or other securities or property) subject to any
      outstanding Awards, (3) the grant, purchase, or exercise price of any
      outstanding Awards, and/or (4) the securities, cash or other property
      deliverable upon exercise or vesting of any outstanding Awards, in each
      case to the extent necessary to preserve (but not increase) the level of
      incentives intended by this Plan and the then-outstanding
Awards.

	 	 	 
	 		
      Unless otherwise expressly provided in the applicable
      Award Agreement, upon (or, as may be necessary to effect the adjustment,
      immediately prior to) any event or transaction described in the preceding
      paragraph or a sale of all or substantially all of the business or assets
      of the Corporation as an entirety, the Administrator shall equitably and
      proportionately adjust the performance standards applicable to any
      then-outstanding performance-based Awards to the extent necessary to
      preserve (but not increase) the level of incentives by this Plan and the
      then-outstanding performance-based Awards.

	 	 	 
	 		
      It is intended that, if possible, any adjustments
      contemplated by the preceding two paragraphs shall be made in a manner
      that satisfies applicable U.S. legal, tax (including, without limitation
      and as applicable in the circumstances, Section 424 of the Code and
      Section 409A of the Code) and accounting (so as to not trigger any charge
      to earnings with respect to such adjustment) requirements.

	 	 	 
	 		
      Without limiting the generality of Section 2.3, any good
      faith determination by the Administrator as to whether an adjustment is
      required in the circumstances pursuant to this Section 7.3.1, and the
      extent and nature of any such adjustment, shall be final, binding and
      conclusive on all persons.

	 	 	 
	 		
      Unless otherwise expressly provided by the Administrator,
      in no event shall a conversion of one or more outstanding shares of the
      Corporation’s preferred stock (if any) or any new issuance of securities
      by the Corporation for consideration be deemed, in and of itself, to
      require an adjustment pursuant to this Section 7.3.1.

	 	 	 
	 	7.3.2 	
      Consequences of a Change in Control Event. Upon
      the occurrence of a Change in Control Event, the Administrator may, in its
      sole and absolute discretion, make provision for a cash payment in
      settlement of, or for the assumption, substitution or exchange of any or
      all outstanding Awards (or the cash, securities or other property
      deliverable to the holder(s) of any or all outstanding Awards) based upon,
      to the extent relevant in the circumstances, the distribution or
      consideration payable to holders of the Common Stock upon or in respect of
      such event.



8





	 		
      The Administrator also has the authority to accelerate
      the vesting of one or more Awards (as to all or only a portion of any
      Award) in such circumstances (including, but not limited to, a Change in
      Control Event) as the Administrator may determine to be
  appropriate.

	 	 	 
	 		
      The Administrator may adopt such valuation methodologies
      for outstanding Awards as it deems reasonable in the event of a cash,
      securities or other property settlement (which determination shall be
      final, binding and conclusive on all parties). In the case of Options, but
      without limitation on other methodologies, the Administrator may base such
      settlement solely upon the excess (if any) of the amount payable upon or
      in respect of such event over the exercise price of the Option to the
      extent of the then vested and exercisable shares subject to the
    Option.

	 	 	 
	 		
      In any of the events referred to in this Section 7.3.2,
      the Administrator may take such action contemplated by this Section 7.3.2
      prior to such event (as opposed to on the occurrence of such event) to the
      extent that the Administrator deems the action necessary to permit the
      Participant to realize the benefits intended to be conveyed with respect
      to the underlying shares. Without limiting the generality of the
      foregoing, the Administrator may deem an acceleration to occur immediately
      prior to the applicable event and/or reinstate the original terms of the
      Award if an event giving rise to an acceleration does not occur.

	 	 	 
	 	7.3.3 	
      Early Termination of Awards. Upon the occurrence
      of a Change in Control Event, each then-outstanding Award (whether or not
      vested and/or exercisable) shall terminate, subject to any provision that
      has been expressly made by the Administrator, through a plan of
      reorganization or otherwise, for the survival, substitution, assumption,
      exchange or other continuation or settlement of such Award and provided
      that, in the case of Options that will not survive or be substituted for,
      assumed, exchanged, or otherwise continued or settled in the Change in
      Control Event, the holder of an Award (whether vested or unvested) shall
      be given reasonable advance notice of the impending termination and a
      reasonable opportunity to exercise his or her outstanding and vested
      Options in accordance with their terms before the termination of the
      Awards (except that in no case shall more than ten days’ notice of
      accelerated vesting (if any) and the impending termination be required and
      any acceleration may be made contingent upon the actual occurrence of the
      event). Unless otherwise provided by the Administrator, the holder of an
      unvested Award that terminates pursuant to this Section 7.3.3 shall not be
      entitled to any payment or consideration in respect of such unvested
      Award. For purposes of this Section 7.3, an Award shall be deemed to have
      been “assumed” if (without limiting other circumstances in which an Award
      is assumed) the Award continues after the Change in Control Event, and/or
      is assumed and continued by a Parent (as such term is defined in the
      definition of Change in Control Event) following a Change in Control
      Event, and confers the right to purchase or receive, as applicable and
      subject to vesting and the other terms and conditions of the Award, for
      each share of Common Stock subject to the Award immediately prior to the
      Change in Control Event, the consideration (whether cash, shares, or other
      securities or property) received in the Change in Control Event by the
      stockholders of the Corporation for each share of Common Stock sold or
      exchanged in such transaction (or the consideration received by a majority
      of the stockholders participating in such transaction if the stockholders
      were offered a choice of consideration); provided, however, that if the
      consideration offered for a share of Common Stock in the transaction is
      not solely the ordinary common stock of a successor corporation or a
      Parent, the Board may provide for the consideration to be received upon
      exercise or payment of the Award, for each share subject to the Award, to
      be solely ordinary common stock of the successor corporation or a Parent
      equal in Fair Market Value to the per share consideration received by the
      stockholders participating in the Change in Control Event.

	 	 	 
	 	7.3.4 	
      Other Acceleration Rules. The Administrator may
      override the provisions of this Section 7.3 as to any Award by express
      provision in the applicable Award Agreement and may accord any Participant
      a right to refuse any acceleration, whether pursuant to the Award
      Agreement or otherwise, in such circumstances as the Administrator may
      approve. The portion of any Incentive Stock Option accelerated in
      connection with a Change in Control Event (or such other circumstances as
      may trigger accelerated vesting of the Incentive Stock Option) shall
      remain exercisable as an Incentive Stock Option only to the extent the
      applicable $100,000 limitation on Incentive Stock Options is not exceeded.
      To the extent exceeded, the accelerated portion of the Option shall be
      exercisable as a Nonqualified Stock Option.

	 	 	 
	 	7.3.5 	
      Golden Parachute Limitation. Notwithstanding
      anything else contained in this Section 7.3 to the contrary, in no event
      shall any Award or payment be accelerated under this Section 7.3 to an
      extent or in a manner so that such Award or payment, together with any
      other compensation and benefits provided to, or for the benefit of, the
      Participant under any other plan or agreement of the Corporation or one of
      its Affiliates, would not be fully deductible by the Corporation or one of
      its Affiliates for federal income tax purposes because of Section 280G of
      the Code. If a holder of an Award would be entitled to benefits or
      payments hereunder and under any other plan or program that would
      constitute “parachute payments” as defined in Section 280G of the Code,
      then the Corporation shall reduce or eliminate such parachute payments in
      the following order so that the Corporation or one of its Affiliates is
      not denied federal income tax deductions for any
  “parachute payments” because of Section 280G of
the Code: cash severance benefits shall be reduced or eliminated first, then any
accelerated vesting of Options shall be reduced or eliminated, then accelerated
vesting of Stock Awards or Stock Unit Awards shall be reduced or eliminated, and
finally any other benefits to which the Participant is or may be entitled shall
be reduced or eliminated. Notwithstanding the foregoing, if a Participant is a
party to an employment or other agreement with the Corporation or one of its
Affiliates, or is a participant in a severance program sponsored by the
Corporation or one of its Affiliates that contains express provisions regarding
Section 280G and/or Section 4999 of the Code (or any similar successor
provision), or the applicable Award Agreement includes such provisions, the
Section 280G and/or Section 4999 provisions of such employment or other
agreement or plan, as applicable, shall control as to the Awards held by that
Participant (for example, and without limitation, a Participant may be a party
to an employment agreement with the Corporation or one of its Affiliates that
provides for a “gross-up” as opposed to a “cut-back” in the event that the
Section 280G thresholds are reached or exceeded in connection with a change in
control and, in such event, the Section 280G and/or Section 4999 provisions of
such employment agreement shall control as to any Awards held by that
Participant). 



9




	 	7.4 	
      Termination of Employment or
    Services.




	 	7.4.1 	
      Events Not Deemed a Termination of Employment.
      Unless the Administrator otherwise expressly provides with respect to a
      particular Award, if a Participant’s employment by or service to the
      Corporation or an Affiliate terminates but immediately thereafter the
      Participant continues in the employ of or service to another Affiliate or
      the Corporation, as applicable, the Participant shall be deemed to have
      not had a termination of employment or service for purposes of this Plan
      and the Participant’s Awards. Unless the express policy of the Corporation
      or the Administrator otherwise provides, a Participant’s employment
      relationship with the Corporation or any of its Affiliates shall not be
      considered terminated solely due to any sick leave, military leave, or any
      other leave of absence authorized by the Corporation or any Affiliate or
      the Administrator; provided that, unless reemployment upon the
      expiration of such leave is guaranteed by contract or law, such leave is
      for a period of not more than three months. In the case of any Participant
      on an approved leave of absence, continued vesting of the Award while on
      leave from the employ of or service with the Corporation or any of its
      Affiliates will be suspended until the Participant returns to service,
      unless the Administrator otherwise provides or applicable law otherwise
      requires. In no event shall an Award be exercised after the expiration of
      the term of the Award set forth in the Award Agreement.

	 	 	 
	 	7.4.2 	
      Effect of Change of Affiliate Status. For purposes
      of this Plan and any Award, if an entity ceases to be an Affiliate, a
      termination of employment or service will be deemed to have occurred with
      respect to each Eligible Person in respect of such Affiliate who does not
      continue as an Eligible Person in respect of another Affiliate that
      continues as such after giving effect to the transaction or other event
      giving rise to the change in status.

	 	 	 
	 	7.4.3 	
      Administrator Discretion. Notwithstanding the
      provisions of Section 5.7 or 6.6, in the event of, or in anticipation of,
      a termination of employment or service with the Corporation or any of its
      Affiliates for any reason, the Administrator may accelerate the vesting
      and exercisability of all or a portion of the Participant’s Award, and/or,
      subject to the provisions of Sections 5.4.2 and 7.3, extend the
      exercisability period of the Participant’s Option upon such terms as the
      Administrator determines and expressly sets forth in or by amendment to
      the Award Agreement.

	 	 	 
	 	7.4.4 	
      Termination of Consulting or Affiliate Services.
      If the Participant is an Eligible Person solely by reason of clause (c) of
      Section 3, the Administrator shall be the sole judge of whether the
      Participant continues to render services to the Corporation or any of its
      Affiliates, unless a written contract or the Award Agreement otherwise
      provides. If, in these circumstances, the Corporation or any Affiliate
      notifies the Participant in writing that a termination of the
      Participant’s services to the Corporation or any Affiliate has occurred
      for purposes of this Plan, then (unless the contract or the Award
      Agreement otherwise expressly provides), the Participant’s termination of
      services with the Corporation or Affiliate for purposes of this Plan shall
      be the date which is 10 days after the mailing of the notice by the
      Corporation or Affiliate or, in the case of a termination for Cause, the
      date of the mailing of the notice.




	 	7.5 	
      Compliance with
Laws.




	 	7.5.1 	
      General. This Plan, the granting and vesting of
      Awards under this Plan, and the offer, issuance and delivery of shares of
      Common Stock, the acceptance of promissory notes and/or the payment of
      money under this Plan or under Awards are subject to compliance with all
      applicable federal and state laws, rules and regulations (including but
      not limited to state and federal securities laws, and federal margin
      requirements) and to such approvals by any listing, regulatory or
      governmental authority as may, in the opinion of counsel for the
      Corporation, be necessary or advisable in connection therewith. The person
      acquiring any securities under this Plan will, if requested by the
      Corporation, provide such assurances and representations to the
      Corporation as the Administrator may deem necessary or desirable to assure
      compliance with all applicable legal and accounting
  requirements.



10





	 	7.5.2 	
      Compliance with Securities Laws. No Participant
      shall sell, pledge or otherwise transfer shares of Common Stock acquired
      pursuant to an Award or any interest in such shares except in accordance
      with the express terms of this Plan and the applicable Award Agreement.
      Any attempted transfer in violation of this Section 7.5 shall be void and
      of no effect. Without in any way limiting the provisions set forth above,
      no Participant shall make any disposition of all or any portion of shares
      of Common Stock acquired or to be acquired pursuant to an Award, except in
      compliance with all applicable federal and state securities laws and
      unless and until:




	 	(a) 	
      there is then in effect a registration statement under
      the Securities Act covering such proposed disposition and such disposition
      is made in accordance with such registration statement;

	 	 	 
	 	(b) 	
      such disposition is made in accordance with Rule 144
      under the Securities Act; or

	 	 	 
	 	(c) 	
      such Participant notifies the Corporation of the proposed
      disposition and furnishes the Corporation with a statement of the
      circumstances surrounding the proposed disposition, and, if requested by
      the Corporation, furnishes to the Corporation an opinion of counsel
      acceptable to the Corporation’s counsel, that such disposition will not
      require registration under the Securities Act and will be in compliance
      with all applicable state securities laws.




	 		
      Notwithstanding anything else herein to the contrary,
      neither the Corporation or any Affiliate has any obligation to register
      the Common Stock or file any registration statement under either federal
      or state securities laws, nor does the Corporation or any Affiliate make
      any representation concerning the likelihood of a public offering of the
      Common Stock or any other securities of the Corporation or any
      Affiliate.

	 	 	 
	 	7.5.3 	
      Share Legends. Any certificates evidencing shares
      of Common Stock issued or delivered under this Plan shall bear the
      following legends and/or any other appropriate or required legends under
      applicable laws:

	 	 	 
	 		
      “OWNERSHIP OF THIS CERTIFICATE, THE SHARES EVIDENCED BY
      THIS CERTIFICATE AND ANY INTEREST THEREIN ARE SUBJECT TO SUBSTANTIAL
      RESTRICTIONS ON TRANSFER UNDER APPLICABLE LAW AND UNDER AGREEMENTS WITH
      THE CORPORATION, INCLUDING RESTRICTIONS ON SALE, ASSIGNMENT, TRANSFER,
      PLEDGE OR OTHER DISPOSITION.”

	 	 	 
	 		
      “THE SHARES ARE SUBJECT TO THE CORPORATION’S RIGHT OF
      FIRST REFUSAL AND CALL RIGHTS TO REPURCHASE THE SHARES UNDER THE
      CORPORATION’S STOCK INCENTIVE PLAN AND AGREEMENTS WITH THE CORPORATION
      THEREUNDER, COPIES OF WHICH ARE AVAILABLE FOR REVIEW AT THE OFFICE OF THE
      SECRETARY OF THE CORPORATION.”

	 	 	 
	 		
      “THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN
      REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
      (“ACT”), NOR HAVE THEY BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES
      LAWS OF ANY STATE. NO TRANSFER OF SUCH SECURITIES WILL BE PERMITTED UNLESS
      A REGISTRATION STATEMENT UNDER THE ACT IS IN EFFECT AS TO SUCH TRANSFER,
      THE TRANSFER IS MADE IN ACCORDANCE WITH RULE 144 UNDER THE ACT, OR IN THE
      OPINION OF COUNSEL TO THE CORPORATION, REGISTRATION UNDER THE ACT IS
      UNNECESSARY IN ORDER FOR SUCH TRANSFER TO COMPLY WITH THE ACT AND WITH
      APPLICABLE STATE SECURITIES LAWS.”

	 	 	 
	 	7.5.4 	
      Delivery of Financial Statements. The Corporation
      shall deliver annually to Participants such financial statements of the
      Corporation as are required to satisfy applicable securities laws. To the
      extent and at such time or times as the Corporation is relying upon the
      exemption from registration under Section 12(g) of the Exchange Act
      pursuant to Rule 12h-1 promulgated thereunder, the Corporation shall
      deliver semiannually the financial and risk information described under
      Rule 701(e)(3),(4) and (5) promulgated under the Securities Act, without
      regard to whether the Corporation is otherwise subject to such delivery
      requirements thereunder.

	 	 	 
	 	7.5.5 	
      Confidential Information. Any financial or other
      information relating to the Corporation obtained by Participants in
      connection with or as a result of this Plan or their Awards shall be
      treated as confidential.




	 	7.6 	
      Tax Matters.




	 	7.6.1 	
      Tax Withholding. Upon any exercise, vesting, or
      payment of any Award or upon the disposition of shares of Common Stock
      acquired pursuant to the exercise of an Incentive Stock Option prior to
      satisfaction of the holding period requirements of Section 422 of the
      Code, the Corporation or any of its Affiliates shall have the right at its
      option to:



11





	 	(a) 	
      require the Participant (or the Participant’s Personal
      Representative or Beneficiary, as the case may be) to pay or provide for
      payment of at least the minimum amount of any taxes which the Corporation
      or Affiliate may be required to withhold with respect to such Award event
      or payment;

	 	 	 
	 	(b) 	
      deduct from any amount otherwise payable (in respect of
      an Award or otherwise) in cash to the Participant (or the Participant’s
      Personal Representative or Beneficiary, as the case may be) the minimum
      amount of any taxes which the Corporation or Affiliate may be required to
      withhold with respect to such Award event or payment; or

	 	 	 
	 	(c) 	
      reduce the number of shares of Common Stock to be
      delivered by (or otherwise reacquire shares held by the Participant) the
      appropriate number of shares of Common Stock, valued at their then Fair
      Market Value, to satisfy the minimum withholding
  obligation.




	 		
      In any case where a tax is required to be withheld in
      connection with the delivery of shares of Common Stock under this Plan,
      the Administrator may in its sole discretion (subject to Section 7.5)
      grant (either at the time of the Award or thereafter) to the Participant
      the right to elect, pursuant to such rules and subject to such conditions
      as the Administrator may establish, to have the Corporation reduce the
      number of shares to be delivered by (or otherwise reacquire) the
      appropriate number of shares, valued in a consistent manner at their Fair
      Market Value or at the sales price in accordance with authorized
      procedures for cashless exercises, necessary to satisfy the minimum
      applicable withholding obligation on exercise, vesting or payment. In no
      event shall the shares withheld exceed the minimum whole number of shares
      required for tax withholding under applicable law. The Corporation may,
      with the Administrator’s approval, accept one or more promissory notes
      from any Eligible Person in connection with taxes required to be withheld
      upon the exercise, vesting or payment of any Award under this Plan;
      provided that any such note shall be subject to terms and conditions
      established by the Administrator and the requirements of applicable
      law.

	 	 	 
	 	7.6.2 	
      Tax Loans. If so provided in the Award Agreement
      or otherwise authorized by the Administrator, the Corporation may, to the
      extent permitted by law, authorize a loan to an Eligible Person in the
      amount of any taxes that the Corporation or any of its Affiliates may be
      required to withhold with respect to shares of Common Stock received (or
      disposed of, as the case may be) pursuant to a transaction described in
      Section 7.6.1. Such a loan will be for a term and at a rate of interest
      and pursuant to such other terms and conditions as the Corporation may
      establish, subject to compliance with applicable law. Such a loan need not
      otherwise comply with the provisions of Section 5.3.3.

	 	 	 
	 	7.6.3 	
      Section 409A of the Code. Notwithstanding other
      provisions of the Plan or any Award Agreement hereunder, no Award shall be
      granted, deferred, accelerated, extended, paid out or modified under this
      Plan in a manner that would result in the imposition of an additional tax
      under Section 409A of the Code upon a Participant. In the event that it is
      reasonably determined by the Administrator, in its sole and absolute
      discretion, that, as a result of Section 409A of the Code, payments in
      respect of any Award under the Plan may not be made at the time
      contemplated by the terms of the Plan or the relevant Award Agreement, as
      the case may be, without causing the Participant holding such Award to be
      subject to taxation under Section 409A of the Code, including as a result
      of the fact that the Participant is a “specified employee” under Section
      409A of the Code, the Corporation will make such payment on the first day
      that would not result in the Participant incurring any tax liability under
      Section 409A of the Code. The Corporation shall use commercially
      reasonable efforts to implement the provisions of this Section 7.6.3 in
      good faith; provided that neither the Corporation, the Administrator nor
      any of the Corporation’s officers, employees, directors or representatives
      shall have any liability to Participants with respect to this Section
      7.6.3.




	 	7.7 	
      Plan and Award Amendments, Termination and
      Suspension.




	 	7.7.1 	
      Board Authorization. The Board may, at any time,
      terminate or, from time to time, amend, modify or suspend this Plan, in
      whole or in part. No Awards may be granted during any period that the
      Board suspends this Plan.

	 	 	 
	 	7.7.2 	
      Stockholder Approval. To the extent then required
      by applicable law or any applicable listing agency or required under
      Sections 162, 422 or 424 of the Code to preserve the intended tax
      consequences of this Plan, or deemed necessary or advisable by the Board,
      any amendment to this Plan shall be subject to stockholder
  approval.

	 	 	 
	 	7.7.3 	
      Amendments to Awards. Without limiting any other
      express authority of the Administrator under (but subject to) the express
      limits of this Plan, the Administrator by agreement or resolution may
      waive conditions of or limitations on Awards to Participants that the
      Administrator in the prior exercise of its discretion has imposed, without
      the consent of a Participant, and (subject to the requirements of Sections
      2.2 and 7.7.4) may make other changes to the terms and conditions of
      Awards.



12





	 	7.7.4 	
      Limitations on Amendments to Plan and Awards. No
      amendment, suspension or termination of this Plan or amendment of any
      outstanding Award Agreement shall, without written consent of the
      Participant, affect in any manner materially adverse to the Participant
      any rights or benefits of the Participant or obligations of the
      Corporation under any Award granted under this Plan prior to the effective
      date of such change. Changes, settlements and other actions contemplated
      by Section 7.3 shall not be deemed to constitute changes or amendments for
      purposes of this Section 7.7.




	 	7.8 	
      Privileges of Stock Ownership. Except as
      otherwise expressly authorized by the Administrator, a Participant will
      not be entitled to any privilege of stock ownership as to any shares of
      Common Stock not actually delivered to and held of record by the
      Participant. Except as expressly required by Section 7.3.1, no adjustment
      will be made for dividends or other rights as a stockholder for which a
      record date is prior to such date of delivery.

	 	 	 
	 	7.9 	
      Stock-Based Awards in Substitution for Awards
      Granted by Other Corporation. Awards may be granted to Eligible
      Persons in substitution for or in connection with an assumption of
      employee stock options, stock appreciation rights, restricted stock or
      other stock-based awards granted by other entities to persons who are or
      who will become Eligible Persons in respect of the Corporation or one of
      its Affiliates, in connection with a distribution, merger or other
      reorganization by or with the granting entity or an affiliated entity, or
      the acquisition by the Corporation or one of its Affiliates, directly or
      indirectly, of all or a substantial part of the stock or assets of the
      employing entity. The Awards so granted need not comply with other
      specific terms of this Plan, provided the Awards reflect only adjustments
      giving effect to the assumption or substitution consistent with the
      conversion applicable to the Common Stock in the transaction and any
      change in the issuer of the security. Any shares that are delivered and
      any Awards that are granted by, or become obligations of, the Corporation,
      as a result of the assumption by the Corporation of, or in substitution
      for, outstanding awards previously granted by an acquired company (or
      previously granted by a predecessor employer (or direct or indirect parent
      thereof) in the case of persons that become employed by the Corporation or
      one of its Affiliates in connection with a business or asset acquisition
      or similar transaction) shall not be counted against the Share Limit or
      other limits on the number of shares available for issuance under this
      Plan.

	 	 	 
	 	7.10 	
      Effective Date of the Plan. This Plan is
      effective upon the Effective Date, subject to approval by the stockholders
      of the Corporation within twelve months after the date the Board approves
      this Plan.

	 	 	 
	 	7.11 	
      Term of the Plan. Unless earlier terminated
      by the Board, this Plan will terminate at the close of business on the day
      before the 10th anniversary of the Effective Date. After the
      termination of this Plan either upon such stated expiration date or its
      earlier termination by the Board, no additional Awards may be granted
      under this Plan, but previously granted Awards (and the authority of the
      Administrator with respect thereto, including the authority to amend such
      Awards) shall remain outstanding in accordance with their applicable terms
      and conditions and the terms and conditions of this Plan.

	 	 	 
	 	7.12 	
      Governing
  Law/Severability.




	 	7.12.1 	
      Choice of Law. This Plan, the Awards, all
      documents evidencing Awards and all other related documents will be
      governed by, and construed in accordance with, the laws of the State of
      Colorado applicable to contracts executed and performed entirely in such
      State.

	 	 	 
	 	7.12.2 	
      Severability. If it is determined that any
      provision of this Plan or an Award Agreement is invalid and unenforceable,
      the remaining provisions of this Plan and/or the Award Agreement, as
      applicable, will continue in effect provided that the essential economic
      terms of this Plan and the Award can still be
enforced.




	 	7.13 	
      Captions. Captions and headings are given
      to the sections and subsections of this Plan solely as a convenience to
      facilitate reference. Such headings will not be deemed in any way material
      or relevant to the construction or interpretation of this Plan or any
      provision thereof.

	 	 	 
	 	7.14 	
      Non-Exclusivity of Plan. Nothing in this
      Plan will limit or be deemed to limit the authority of the Board or the
      Administrator to grant awards or authorize any other compensation, with or
      without reference to the Common Stock, under any other plan or
      authority.

	 	 	 
	 	7.15 	
      No Restriction on Corporate Powers. The
      existence of this Plan, the Award Agreements, and the Awards granted
      hereunder, shall not limit, affect or restrict in any way the right or
      power of the Board or the stockholders of the Corporation to make or
      authorize: (a) any adjustment, recapitalization, reorganization or other
      change in the Corporation’s or any Affiliate’s capital structure or its
      business; (b) any merger, amalgamation, consolidation or change in the
      ownership of the Corporation or any Affiliate; (c) any issue of bonds,
      debentures, capital, preferred or prior preference stocks ahead of or
      affecting the Corporation’s capital stock or the rights thereof; (d) any
      dissolution or liquidation of the Corporation or any Affiliate; (e) any
      sale or transfer of all or any part of the Corporation or any Affiliate’s
      assets or business; or (f) any other corporate act or proceeding by the
      Corporation or any Affiliate. No Participant, Beneficiary or any other
      person shall have any claim under any Award or Award Agreement against
      any member of the Board or the Administrator, or the
      Corporation or any employees, officers or agents of the Corporation or any
      Affiliate, as a result of any such action.



13





	 	7.16 	
      Other Company Compensation or Benefit
      Programs. Payments and other benefits received by a Participant
      under an Award made pursuant to this Plan shall not be deemed a part of a
      Participant’s compensation for purposes of the determination of benefits
      under any other employee welfare or benefit plans or arrangements, if any,
      provided by the Corporation or any Affiliate, except where the
      Administrator or the Board expressly otherwise provides or authorizes in
      writing. Awards under this Plan may be made in addition to, in combination
      with, as alternatives to or in payment of grants, awards or commitments
      under any other plans or arrangements of the Corporation or any
      Affiliate.



8. DEFINITIONS. 

“Administrator” has the meaning
given to such term in Section 2.1. 

“Affiliate” means (a) any
corporation (other than the Corporation) in an unbroken chain of corporations
ending with the Corporation if, at the time of the determination, each of the
corporations other than the Corporation owns stock possessing fifty percent
(50%) or more of the total combined voting power of all classes of stock in one
of the other corporations in such chain, or (b) any corporation (other than the
Corporation) in an unbroken chain of corporations beginning with the Corporation
if, at the time of the determination, each of the corporations other than the
last corporation in the unbroken chain owns stock possessing fifty percent (50%)
or more of the total combined voting power of all classes of stock in one of the
other corporations in such chain. 

“Award” means an award of any
Option, Stock Award or Stock Unit Award, or any combination thereof, whether
alternative or cumulative, authorized by and granted under this Plan. 

“Award Agreement” means any
writing, approved by the Administrator, setting forth the terms of an Award that
has been duly authorized and approved. 

“Award Date” means the date upon
which the Administrator took the action granting an Award or such later date as
the Administrator designates as the Award Date at the time of the grant of the
Award. 

“Beneficiary” means the person,
persons, trust or trusts designated by a Participant, or, in the absence of a
designation, entitled by will or the laws of descent and distribution, to
receive the benefits specified in the Award Agreement and under this Plan if the
Participant dies, and means the Participant’s executor or administrator if no
other Beneficiary is designated and able to act under the circumstances. 

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

“Cause” with respect to a
Participant means (unless otherwise expressly provided in the applicable Award
Agreement, or another applicable contract with the Participant that defines such
term for purposes of determining the effect that a “for cause” termination has
on the Participant’s stock options and/or stock awards) a termination of
employment or service based upon a finding by the Corporation or any of its
Affiliates, acting in good faith and based on its reasonable belief at the time,
that the Participant:

	 	(a) 	
      has been negligent in the discharge of his or her duties
      to the Corporation or any Affiliate, has refused to perform stated or
      assigned duties or is incompetent in or (other than by reason of a
      disability or analogous condition) incapable of performing those
      duties;

	 	 	 
	 	(b) 	
      has been dishonest or committed or engaged in an act of
      theft, embezzlement or fraud, a breach of confidentiality, an unauthorized
      disclosure or use of inside information, customer lists, trade secrets or
      other confidential information;

	 	 	 
	 	(c) 	
      has breached a fiduciary duty, or willfully and
      materially violated any other duty, law, rule, regulation or policy of the
      Corporation or any of its Affiliates; or has been convicted of, or pled
      guilty or nolo contendere to, a felony or misdemeanor (other than minor
      traffic violations or similar offenses);

	 	 	 
	 	(d) 	
      has materially breached any of the provisions of any
      agreement with the Corporation or any of its Affiliates;

	 	 	 
	 	(e) 	
      has engaged in unfair competition with, or otherwise
      acted intentionally in a manner injurious to the reputation, business or
      assets of, the Corporation or any of its Affiliates; or

	 	 	 
	 	(f) 	
      has improperly induced a vendor or customer to break or
      terminate any contract with the Corporation or any of its Affiliates or
      induced a principal for whom the Corporation or any Affiliate acts as
      agent to terminate such agency relationship.



14




A termination for Cause shall be deemed
to occur (subject to reinstatement upon a contrary final determination by the
Administrator) on the date on which the Corporation or any Affiliate first
delivers written notice to the Participant of a finding of termination for
Cause. 

“Change in Control Event” means
any of the following occurring after the Effective Date:

	 	(a) 	
      Approval by stockholders of the Corporation (or, if no
      stockholder approval is required, by the Board alone) of the complete
      dissolution or liquidation of the Corporation, other than in the context
      of a Business Combination that does not constitute a Change in Control
      Event under paragraph (c) below;

	 	 	 
	 	(b) 	
      The acquisition by any individual, entity or group
      (within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act (a
      “Person”)) of beneficial ownership (within the meaning of Rule
      13d-3 promulgated under the Exchange Act) of 50% or more of either (1) the
      then-outstanding shares of common stock of the Corporation (the
      “Outstanding Company Common Stock”) or (2) the combined voting
      power of the then-outstanding voting securities of the Corporation
      entitled to vote generally in the election of directors (the
      “Outstanding Company Voting Securities”); provided, however, that,
      for purposes of this paragraph (b), the following acquisitions shall not
      constitute a Change in Control Event; (A) any acquisition directly from
      the Corporation, (B) any acquisition by the Corporation, (C) any
      acquisition by any employee benefit plan (or related trust) sponsored or
      maintained by the Corporation or any Affiliate or a successor, (D) any
      acquisition by any entity pursuant to a Business Combination, (E) any
      acquisition by a Person described in and satisfying the conditions of Rule
      13d-1(b) promulgated under the Exchange Act, or (F) any acquisition by a
      Person who is the beneficial owner (within the meaning of Rule 13d-3
      promulgated under the Exchange Act) of 50% or more of the Outstanding
      Company Common Stock and/or the Outstanding Company Voting Securities on
      the Effective Date (or an affiliate, heir, descendant, or related party of
      or to such Person);

	 	 	 
	 	(c) 	
      Consummation of a reorganization, merger, statutory share
      exchange or consolidation or similar corporate transaction involving the
      Corporation or any corporation or other entity a majority of whose
      outstanding voting stock or voting power is beneficially owned directly or
      indirectly by the Corporation (a “Subsidiary”), a sale or other
      disposition of all or substantially all of the assets of the Corporation,
      or the acquisition of assets or stock of another entity by the Corporation
      or any of its Subsidiaries (each, a “Business Combination”), in
      each case unless, following such Business Combination, (1) all or
      substantially all of the individuals and entities that were the beneficial
      owners of the Outstanding Company Common Stock and the Outstanding Company
      Voting Securities immediately prior to such Business Combination
      beneficially own, directly or indirectly, more than 50% of the
      then-outstanding shares of common stock and the combined voting power of
      the then-outstanding voting securities entitled to vote generally in the
      election of directors, as the case may be, of the entity resulting from
      such Business Combination (including, without limitation, an entity that,
      as a result of such transaction, owns the Corporation or all or
      substantially all of the Corporation’s assets directly or through one or
      more subsidiaries (a “Parent”)), and (2) no Person (excluding any
      individual or entity described in clauses (C), (E) or (F) of paragraph (b)
      above) beneficially owns (within the meaning of Rule 13d-3 promulgated
      under the Exchange Act), directly or indirectly, more than 50% of,
      respectively, the then- outstanding shares of common stock of the entity
      resulting from such Business Combination or the combined voting power of
      the then-outstanding voting securities of such entity, except to the
      extent that the ownership in excess of 50% existed prior to the Business
      Combination;



provided, however, that a transaction
shall not constitute a Change in Control Event if it is in connection with the
underwritten public offering of the Corporation’s securities. 

“Code” means the Internal
Revenue Code of 1986, and the rules and regulations promulgated thereunder, each
as amended from time to time. Any reference to a section of the Code herein will
be a reference to any successor or amended section of the Code. 

“Common Stock” means the shares
of the Corporation’s common stock, par value $0.001 per share, and such other
securities or property as may become the subject of Awards, or become subject to
Awards, pursuant to an adjustment made under Section 7.3.1 of this Plan. 

“Corporation” means Kranem
Corporation, a Colorado corporation, and its successors. 

“Early Exercise Option” shall
mean an Option eligible for exercise prior to vesting in accordance with the
provisions of Section 5.9 of this Plan. An Early Exercise Option may be a
Nonqualified Stock Option or an Incentive Stock Option, as designated by the
Administrator in the applicable Award Agreement.

“Effective Date” means the date
the Board approved this Plan. 

“Eligible Person” means any
person who qualifies as one of the following at the time of grant of the
respective Award: (i) an officer (whether or not a director) or employee of the
Corporation or any of its Affiliates; (ii) any member of the Board; or any
director of one of the Corporation’s Affiliates; or (iii) any individual
consultant or advisor who renders or has rendered bona fide services (other than
services in connection with the offering or sale of securities of the
Corporation or one of its Affiliates, as applicable, in a capital raising
transaction or as a market maker or promoter of that entity’s securities) to the
Corporation or one of its Affiliates. 

15




“Exchange Act” means the
Securities Exchange Act of 1934, and the rules and regulations promulgated
thereunder, each as amended from time to time.

“Fair Market Value,” for
purposes of this Plan and unless otherwise determined or provided by the
Administrator in the circumstances, means as follows:

	 	(a) 	
      If the Common Stock is listed or admitted to trade on the
      New York Stock Exchange or other national securities exchange (the
      “Exchange”), the Fair Market Value shall equal the closing price of
      a share of Common Stock as reported on the composite tape for securities
      on the Exchange for the date in question, or, if no sales of Common Stock
      were made on the Exchange on that date, the closing price of a share of
      Common Stock as reported on said composite tape for the next preceding day
      on which sales of Common Stock were made on the Exchange. The
      Administrator may, however, provide with respect to one or more Awards
      that the Fair Market Value shall equal the closing price of a share of
      Common Stock as reported on the composite tape for securities listed on
      the Exchange on the last trading day preceding the date in question or the
      average of the high and low trading prices of a share of Common Stock as
      reported on the composite tape for securities listed on the Exchange for
      the date in question or the most recent trading day.

	 	 	 
	 	(b) 	
      If the Common Stock is not listed or admitted to trade on
      a national securities exchange, the Fair Market Value shall be the value
      as reasonably determined by the Administrator for purposes of the Award in
      the circumstances; provided that Fair Market Value shall be determined
      pursuant to a valuation of the Corporation by an independent appraisal
      that meets the requirements of Section 401(a)(28)(C) of the Code as of a
      date that is no more than 12 months before the date of grant of the Award
      or another methodology for determining fair market value that complies
      with Section 409A of the Code.



The Administrator also may adopt a
different methodology for determining Fair Market Value with respect to one or
more Awards if a different methodology is necessary or advisable to secure any
intended favorable tax, legal or other treatment for the particular Award(s)
(for example, and without limitation, the Administrator may provide that Fair
Market Value for purposes of one or more Awards will be based on an average of
closing prices (or the average of high and low daily trading prices) for a
specified period preceding the relevant date). 

Any determination as to Fair Market
Value made pursuant to this Plan shall be made without regard to any restriction
other than a restriction which, by its terms, will never lapse, and shall be
final, binding and conclusive on all persons with respect to Awards granted
under this Plan. 

“Incentive Stock Option” means
an Option that is designated and intended as an “incentive stock option” within
the meaning of Section 422 of the Code, the award of which contains such
provisions (including but not limited to the receipt of stockholder approval of
this Plan, if the award is made prior to such approval) and is made under such
circumstances and to such persons as may be necessary to comply with that
section. 

“Nonqualified Stock Option”
means an Option that is not an “incentive stock option” within the meaning of
Section 422 of the Code and includes any Option designated or intended as a
Nonqualified Stock Option and any Option designated or intended as an Incentive
Stock Option that fails to meet the applicable legal requirements thereof.

“Option” means an option to
purchase Common Stock granted under Section 5 of this Plan. The Administrator
will designate any Option granted to an employee of the Corporation or an
Affiliate as a Nonqualified Stock Option or an Incentive Stock Option. 

“Participant” means an Eligible
Person who has been granted and holds an Award under this Plan. 

“Personal Representative” means
the person or persons who, upon the disability or incompetence of a Participant,
has acquired on behalf of the Participant, by legal proceeding or otherwise, the
power to exercise the rights or receive benefits under this Plan by virtue of
having become the legal representative of the Participant. 

“Plan” means this Kranem
Corporation Stock Incentive Plan, as it may hereafter be amended from time to
time. 

“Public Offering Date” means the
date the Common Stock is first registered under the Exchange Act and listed or
quoted on a recognized national securities exchange. 

“Restricted Shares” or
“Restricted Stock” means shares of Common Stock awarded to a Participant
under this Plan, subject to payment of such consideration and such conditions on
vesting (which may include, among others, the passage of time, specified
performance objectives or other factors) and such transfer and other
restrictions as are established in or pursuant to this Plan and the related Award
Agreement, to the extent such remain unvested and restricted under the terms of
the applicable Award Agreement. 

16




“Restricted Stock Award” means
an award of Restricted Stock. 

“Securities Act” means the
Securities Act of 1933, and the rules and regulations promulgated thereunder,
each as amended from time to time. 

“Severance Date” with respect to
a particular Participant means, unless otherwise provided in the applicable
Award Agreement:

	 	(a) 	
      if the Participant is an Eligible Person under clause (a)
      of Section 3 and the Participant’s employment by the Corporation or any of
      its Affiliates terminates (regardless of the reason), the last day that
      the Participant is actually employed by the Corporation or such Affiliate
      (unless, immediately following such termination of employment, the
      Participant is a member of the Board or, by express written agreement with
      the Corporation or any of its Affiliates, continues to provide other
      services to the Corporation or any Affiliate as an Eligible Person under
      clause (c) of Section 3, in which case the Participant’s Severance Date
      shall not be the date of such termination of employment but shall be
      determined in accordance with clause (b) or (c) below, as applicable, in
      connection with the termination of the Participant’s other
    services);

	 	 	 
	 	(b) 	
      if the Participant is not an Eligible Person under clause
      (a) of Section 3 but is an Eligible Person under clause (b) thereof, and
      the Participant ceases to be a member of the Board (regardless of the
      reason), the last day that the Participant is actually a member of the
      Board (unless, immediately following such termination, the Participant is
      an employee of the Corporation or any of its Affiliates or, by express
      written agreement with the Corporation or any of its Affiliates, continues
      to provide other services to the Corporation or any Affiliate as an
      Eligible Person under clause (c) of Section 3, in which case the
      Participant’s Severance Date shall not be the date of such termination but
      shall be determined in accordance with clause (a) above or (c) below, as
      applicable, in connection with the termination of the Participant’s
      employment or other services);

	 	 	 
	 	(c) 	
      if the Participant is not an Eligible Person under clause
      (a) or clause (b) of Section 3 but is an Eligible Person under clause (c)
      thereof, and the Participant ceases to provide services to the Corporation
      or any of its Affiliates as determined in accordance with Section 7.4.4
      (regardless of the reason), the last day that the Participant actually
      provides services to the Corporation or such Affiliate as an Eligible
      Person under clause (c) of Section 3 (unless, immediately following such
      termination, the Participant is an employee of the Corporation or any of
      its Affiliates or is a member of the Board, in which case the
      Participant’s Severance Date shall not be the date of such termination of
      services but shall be determined in accordance with clause (a) or (b)
      above, as applicable, in connection with the termination of the
      Participant’s employment or membership on the
Board).



“Stock Award” means an award of
shares of Common Stock under Section 6 of this Plan. A Stock Award may be a
Restricted Stock Award or an award of unrestricted shares of Common Stock. 

“Stock Unit Award” means an
award of Stock Units under Section 6 of this Plan.

“Stock Unit” means a non-voting
unit of measurement which is deemed for bookkeeping purposes to be equivalent to
one outstanding share of Common Stock solely for purposes of determining the
payment of a Stock Unit Award. Stock Units are not outstanding shares of Common
Stock and do not entitle a Participant to any dividend, voting or other rights
in respect of any shares of Common Stock represented thereby or acquirable
thereunder; provided, however, that Stock Units may, by express provision in the
applicable Award Agreement, entitle a Participant to dividend equivalent rights,
as determined by the Administrator. Stock Units shall not be treated as property
or as a trust fund or any kind.

“Total Disability” means a
“total and permanent disability” within the meaning of Section 22(e)(3) of the
Code and, with respect to Awards other than Incentive Stock Options, such other
disabilities, infirmities, afflictions, or conditions as the Administrator may
include. 

17