WORLDGATE
COMMUNICATIONS, INC. 2010 STOCK INCENTIVE PLAN

     

    Table
Of Contents

     

    
      
        	
                1.

              	
                Purpose

              	
                2

              
	
                2.

              	
                Definitions

              	
                2

              
	
                3.

              	
                Term
      of the Plan

              	
                5

              
	
                4.

              	
                Stock
      Subject to the Plan

              	
                5

              
	
                5.

              	
                Administration

              	
                5

              
	
                6.

              	
                Authorization
      of Grants

              	
                6

              
	
                7.

              	
                Specific
      Terms of Awards

              	
                6

              
	
                8.

              	
                Adjustment
      Provisions

              	
                9

              
	
                9.

              	
                Change
      of Control

              	
                11

              
	
                10.

              	
                Settlement
      of Awards

              	
                11

              
	
                11.

              	
                Reservation
      of Stock

              	
                12

              
	
                12.

              	
                Limitation
      of Rights in Stock; No Special Service Rights

              	
                12

              
	
                13.

              	
                Unfunded
      Status of Plan

              	
                13

              
	
                14.

              	
                Nonexclusivity
      of the Plan

              	
                13

              
	
                15.

              	
                Termination
      and Amendment of the Plan

              	
                13

              
	
                16.

              	
                Notices
      and Other Communications

              	
                13

              
	
                17.

              	
                Governing
      Law

              	
                14

              


      

    


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    WORLDGATE
COMMUNCIATIONS, INC.

    


    2010
STOCK INCENTIVE PLAN

    


    1.           Purpose

    


    This Plan
is intended to encourage ownership of Stock by employees, consultants and
directors of the Company and its Affiliates and to provide additional incentive
for them to promote the success of the Company’s business through the grant of
Awards of or pertaining to shares of the Company’s Stock.  The Plan is
intended to be an incentive stock option plan within the meaning of Section 422
of the Code, but not all Awards are required to be Incentive Options.  If
approved by the Company’s stockholders, the Plan shall succeed the Company’s
2003 Equity Incentive Plan, as amended.  Following the date of approval by
the Company’s stockholders of the Plan, no additional stock awards shall be
granted under the Company’s 2003 Equity Incentive Plan, as amended.

    


    2. 
         Definitions

    


    As used
in this Plan, the following terms shall have the following
meanings:

    


    2.1. 
         Accelerate, Accelerated, and
Acceleration,
means: (a) when used with respect to an Option, that as of the time of reference
the Option will become exercisable solely as a consequence of the vesting
requirements for such Option with respect to some or all of the shares of Stock
for which it was not then otherwise exercisable by its terms; and (b) when used
with respect to Restricted Stock, that the Risk of Forfeiture otherwise
applicable to the Stock shall expire or be released with respect to some or all
of the shares of Restricted Stock then still otherwise subject to the Risk of
Forfeiture.

    


    2.2. 
         Affiliate means any
corporation, partnership, limited liability company, business trust, or other
entity controlling or controlled by the Company.

    


    2.3. 
         Assumed means that
pursuant to a Transaction either (i) the Award is expressly affirmed by the
Company or (ii) the contractual obligations represented by the Award are
expressly assumed (and not simply by operation of law) by the successor entity
or its parent in connection with the Transaction with appropriate adjustments to
the number and type of securities of the successor entity or its parent subject
to the Award and the exercise or purchase price thereof which at a minimum
preserves the compensation element of the Award existing at the time of the
Transaction (as determined in accordance with the instruments evidencing the
agreement to assume the Award).

    


    2.4. 
         Award means any grant
or sale pursuant to the Plan of Options or Restricted Stock.

    


    2.5. 
         Award Agreement means an
agreement between the Company and the recipient of an Award, setting forth the
terms and conditions of the Award.

    


    2.6. 
         Board means the
Company’s Board of Directors.

    


    2.7. 
         Cause means, with
respect to the termination by the Company or an Affiliate of the Participant's
Service, that such termination is for “Cause” as such term (or word of like
import) is expressly defined in a then-effective written agreement between the
Participant and the Company or such Affiliate, or in the absence of such
then-effective written agreement and definition, is based on, in the
determination of the Committee, the Participant's:  (i) performance of any
act or failure to perform any act in bad faith and to the detriment of the
Company or an Affiliate; (ii) dishonesty, intentional misconduct or material
breach of any agreement with the Company or an Affiliate; or (iii) commission of
a crime involving dishonesty, breach of trust, or physical or emotional harm to
any person.


    
      
         


      

      
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    2.8. 
         Change of Control
means the occurrence of any of the following after the date of the approval of
the Plan by the Board:

    


    (a)           a
Transaction (as defined in Section 8.4), unless securities possessing more than
50% of the total combined voting power of the survivor’s or acquiror’s
outstanding securities (or the securities of any parent thereof) are held by a
person or persons who held securities possessing more than 50% of the total
combined voting power of the Company’s outstanding securities immediately prior
to that transaction, or

    


    (b)           any
person or group of persons (within the meaning of Section 13(d)(3) of the
Securities Exchange Act of 1934, as amended and in effect from time to time)
directly or indirectly acquires during a twelve-month period, including but not
limited to by means of a merger or consolidation, beneficial ownership
(determined pursuant to Securities and Exchange Commission Rule 13d-3
promulgated under the said Exchange Act) of securities possessing more than 30%
of the total combined voting power of the Company's outstanding securities
pursuant to a tender or exchange offer made directly to the Company's
stockholders that the Board does not recommend such stockholders accept, other
than (i) the Company or an Affiliate, (ii) an employee benefit plan of the
Company or any of its Affiliates, (iii) a trustee or other fiduciary holding
securities under an employee benefit plan of the Company or any of its
Affiliates, or (iv) an underwriter temporarily holding securities pursuant to an
offering of such securities, or

    


    (c)           over
a period of 12 consecutive months or less, there is a change in the composition
of the Board such that a majority of the Board members (rounded up to the next
whole number, if a fraction) ceases, by reason of one or more proxy contests for
the election of Board members, to be composed of individuals who either
(i) have been Board members continuously since the beginning of that
period, or (ii) have been elected or nominated for election as Board
members during such period by at least a majority of the Board members described
in the preceding clause (i) who were still in office at the time that election
or nomination was approved by the Board.

    


    2.9. 
         Code means the
Internal Revenue Code of 1986, as amended from time to time, or any successor
statute thereto, and any regulations issued from time to time
thereunder.

    


    2.10. 
         Committee means the
Compensation and Nominating Committee of the Board, which, except as otherwise
directed by the Board of Directors, is responsible for the administration of the
Plan, as provided in Section 5 of this Plan.  For any period during
which no such committee is in existence, “Committee” shall mean the Board and
all authority and responsibility assigned to the Committee under the Plan shall
be exercised, if at all, by the Board.

    


    2.11. 
         Company means
WorldGate Communications, Inc., a corporation organized under the laws of the
State of Delaware.

    


    2.12. 
         Covered Employee
means an employee who is a “covered employee” within the meaning of
Section 162(m) of the Code.

    


    2.13. 
         Disability has
the meaning defined under the long-term disability policy of the Company or the
Affiliate to which the Participant provides services regardless of whether the
Participant is covered by such policy.  If the Company or the Affiliate to
which the Participant provides service does not have a long-term disability plan
in place, “Disability” means that a Participant is unable to carry out the
responsibilities and functions of the position held by the Participant by reason
of any medically determinable physical or mental impairment for a period of not
less than ninety (90) consecutive days.  A Participant will not be
considered to have incurred a Disability unless he or she furnishes proof of
such impairment sufficient to satisfy the Committee in its
discretion.

    


    2.14. 
         Exchange Program
means a program under which (i) outstanding Awards are surrendered or cancelled
in exchange for Awards of the same type (which may have lower exercise prices,
different terms, and a different amount of Stock subject to the new Award),
Awards of a different type, and/or cash, and/or (ii) the exercise price of an
outstanding Award is reduced (including through an amendment of an outstanding
Award); provided,
however, that in no event shall the strike price for any Award be less
than the Market Value of the stock on the date on which the Award is issued).
The terms and conditions of any Exchange Program will be determined by the
Committee in its sole discretion.


    
      
         


      

      
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    2.15. 
         Grant Date means the date
as of which an Option is granted, as determined under
Section 7.1(a).

    


    2.16. 
         Incentive Option means an
Option which by its terms is to be treated as an “incentive stock option” within
the meaning of Section 422 of the Code.

    


    2.17. 
         Market Value as of any date,
unless otherwise determined by the Committee, means the closing price for the
Stock as reported on the NASDAQ Stock Market (or on any other national
securities exchange or quotation system on which the Stock is then listed or
quoted, including the OTC Bulletin Board) for that date or, if no closing price
is reported for that date, the closing price on the next preceding date for
which a closing price was reported.  In the absence of an established
market for the Stock of the type described above, the Market Value thereof shall
be the fair market value thereof as determined by the Committee in good faith
and in a manner consistent with applicable laws.

    


    2.18. 
         Nonstatutory Option means any
Option that is not an Incentive Option.

    


    2.19. 
         Option means an
option to purchase shares of Stock.

    


    2.20. 
         Optionee means a
Participant to whom an Option shall have been granted under the
Plan.

    


    2.21. 
         Participant means any
holder of an outstanding Award under the Plan.

    


    2.22. 
         Plan means this 2010
Stock Incentive Plan of the Company, as amended from time to time, and including
any attachments or addenda hereto.

    


    2.23. 
         Restricted Stock
means a grant or sale of shares of Stock to a Participant subject to a Risk of
Forfeiture.

    


    2.24. 
         Restriction Period
means the period of time, established by the Committee in connection with
an Award of Restricted Stock, during which the shares of Restricted Stock are
subject to a Risk of Forfeiture described in the applicable Award
Agreement.

    


    2.25. 
         Risk of Forfeiture
means a limitation on the right of the Participant to retain Restricted Stock,
including a right of the Company to reacquire shares of Restricted Stock at less
than their then Market Value, arising because of the occurrence or
non-occurrence of specified events or conditions.

    


    2.26. 
         Service means that
the provision of services to the Company or an Affiliate in any capacity of
employee, director or consultant is not interrupted or terminated.  In
jurisdictions requiring notice in advance of an effective termination as an
employee, director or consultant, Service shall be deemed terminated upon the
actual cessation of providing services to the Company or an Affiliate
notwithstanding any required notice period that must be fulfilled before a
termination as an employee, director or consultant can be effective under
applicable laws.  A Participant’s Service shall be deemed to have
terminated either upon an actual termination of Service or upon the entity for
which the Participant provides services ceasing to be an Affiliate. 
Service shall not be considered interrupted in the case of (i) any approved
leave of absence, (ii) transfers among the Company, any Affiliate, or any
successor, in any capacity of employee, director or consultant, or (iii) any
change in status as long as the individual remains in the service of the Company
or an Affiliate in any capacity of employee, director or consultant (except as
otherwise provided in the Award Agreement).  An approved leave of absence
shall include sick leave, military leave, or any other authorized personal
leave.  For purposes of each Incentive Option granted under the Plan, if
such leave exceeds three (3) months, and reemployment upon expiration of such
leave is not guaranteed by statute or contract, then the Incentive Option shall
be treated as a Nonstatutory Option on the day three (3) months and one (1) day
following the expiration of such three (3) month period.

    


    2.29.
           Specified Employee
means any person defined as a “specified person” for purposes of Section 409A of
the Code.


    
      
         


      

      
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    2.28. 
         Stock means common
stock, par value $0.001 per share, of the
Company, and such other securities as may be substituted for Stock pursuant to
Section 8.

    


    2.29. 
         Ten Percent Owner means a person
who owns, or is deemed within the meaning of Section 422(b)(6) of the Code to
own, stock possessing more than 10% of the total combined voting power of all
classes of stock of the Company (or any parent or subsidiary corporations of the
Company, as defined in Sections 424(e) and (f), respectively, of the
Code).  Whether a person is a Ten Percent Owner shall be determined with
respect to an Option based on the facts existing immediately prior to the Grant
Date of the Option.

    


    3. 
         Term of the
Plan

    


    Unless
the Plan shall have been earlier terminated by the Board, Awards may be granted
under this Plan at any time in the period commencing on the date of approval of
the Plan by the Board and ending immediately prior to the tenth anniversary of
the earlier of the adoption of the Plan by the Board and approval of the Plan by
the Company’s stockholders.  Awards granted pursuant to the Plan within
that period shall not expire solely by reason of the termination of the
Plan.  Awards of Incentive Options granted prior to stockholder approval of
the Plan are expressly conditioned upon such approval, but in the event of the
failure of the stockholders to approve the Plan shall thereafter and for all
purposes be deemed to constitute Nonstatutory Options.

    


    4. 
         Stock Subject to the
Plan

    


    At no
time shall the number of shares of Stock issued pursuant to or subject to
outstanding Awards granted under the Plan (including pursuant to Incentive
Options), nor the number of shares of Stock issued pursuant to Incentive
Options, exceed 12,000,000 shares of Stock, subject, however, to the
provisions of Section 8 of the Plan.  For purposes of applying the
foregoing limitation, (a) if any Option expires, terminates, or is cancelled for
any reason without having been exercised in full, or if any other Award is
forfeited by the recipient or repurchased at less than its Market Value, the
shares not purchased by the Optionee or which are forfeited by the recipient or
repurchased shall again be available for Awards to be granted under the Plan and
(b) if any Option is exercised by delivering previously owned shares in payment
of the exercise price therefor, only the net number of shares, that is, the
number of shares issued minus the number received by the Company in payment of
the exercise price, shall be considered to have been issued pursuant to an Award
granted under the Plan.  In addition, settlement of any Award shall not
count against the foregoing limitations except to the extent settled in the form
of Stock.  Shares of Stock issued pursuant to the Plan may be either
authorized but unissued shares or shares held by the Company in its
treasury.

    


    5. 
         Administration

    


    The Plan
shall be administered by the Committee; provided, however, that at
any time and on any one or more occasions the Board may itself exercise any of
the powers and responsibilities assigned the Committee under the Plan and when
so acting shall have the benefit of all of the provisions of the Plan pertaining
to the Committee’s exercise of its authorities hereunder. Subject to the
provisions of the Plan, the Committee shall have complete authority, in its
discretion, to make or to select the manner of making all determinations with
respect to each Award to be granted by the Company under the Plan including the
employee, consultant or director to receive the Award and the form of
Award.  In making such determinations, the Committee may take into account
the nature of the services rendered by the respective employees, consultants,
and directors, their present and potential contributions to the success of the
Company and its Affiliates, and such other factors as the Committee in its
discretion shall deem relevant.  Subject to the provisions of the Plan, the
Committee shall also have complete authority to interpret the Plan, to
prescribe, amend and rescind rules and regulations relating to it, to determine
the terms and provisions of the respective Award Agreements (which need not be
identical), and to make all other determinations necessary or advisable for the
administration of the Plan.  The Committee’s determinations made in good
faith on matters referred to in the Plan shall be final, binding and conclusive
on all persons having or claiming any interest under the Plan or an Award made
pursuant hereto.  Subject to the provisions of the Plan, each of the Board
and the Committee shall have the power and authority to approve, adopt and
institute an Exchange Program.


    
      
         


      

      
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    6. 
         Authorization of
Grants

    


    6.1. 
         Eligibility. 
The Committee may grant from time to time and at any time prior to the
termination of the Plan one or more Awards, either alone or in combination with
any other Awards, to any employee of or consultant to one or more of the Company
and its Affiliates or to any non-employee member of the Board or of any board of
directors (or similar governing authority) of any Affiliate. However, only
employees of the Company, and of any parent or subsidiary corporations of the
Company, as defined in Sections 424(e) and (f), respectively, of the Code,
shall be eligible for the grant of an Incentive Option.  Further, in no
event shall the number of shares of Stock covered by Options or other Awards
granted to any one person in any one calendar year exceed 1,000,000 shares of
Stock (subject to the provisions of Section 8 of the Plan, but only to the
extent consistent with Section 162(m) of the Code).

    


    6.2. 
         General Terms of
Awards.  Each grant of an Award shall be subject to all applicable
terms and conditions of the Plan (including but not limited to any specific
terms and conditions applicable to that type of Award set out in the following
Section), and such other terms and conditions, not inconsistent with the terms
of the Plan, as the Committee may prescribe.  No prospective Participant
shall have any rights with respect to an Award, unless and until such
Participant shall have complied with the applicable terms and conditions of such
Award (including if applicable delivering a fully executed copy of any agreement
evidencing an Award to the Company).

    


    6.3. 
         Effect of Termination of
Service, Etc. Unless the Committee shall provide otherwise with respect
to any Award, if the Participant’s Service ends for any reason, including
because of the Participant’s employer ceasing to be an Affiliate, (a) any
outstanding Option of the Participant shall cease to be exercisable in any
respect not later than 90 days following that event and, for the period it
remains exercisable following that event, shall be exercisable only to the
extent exercisable at the date of that event, and (b) any other outstanding
Award of the Participant shall be forfeited or otherwise subject to return to or
repurchase by the Company on the terms specified in the applicable Award
Agreement.  The Participant's Award Agreement may provide that upon the
termination of the Participant's Service for Cause, the Participant's right to
exercise the Award shall terminate concurrently with any such termination. 
Any payment to a Specified Employee that would constitute “deferred
compensation” within the meaning of Section 409A of the Code shall be paid in a
manner and at a time that shall comply with Treas. Reg. Section
409A-3(i)(2).

    


    6.4. 
         Non-Transferability of
Awards.  Except as otherwise provided in this Section 6.4, Awards
shall not be transferable, and no Award or interest therein may be sold,
transferred, pledged, assigned, or otherwise alienated or hypothecated, other
than by will or by the laws of descent and distribution.  All of a
Participant’s rights in any Award may be exercised during the life of the
Participant only by the Participant or the Participant’s legal
representative.  However, the Committee may, at or after the grant of an
Award of a Nonstatutory Option, or shares of Restricted Stock, provide that such
Award may be transferred by the recipient to a family member; provided, however, that any
such transfer is without payment of any consideration whatsoever and that no
transfer shall be valid unless first approved by the Committee, acting in its
sole discretion.  For this purpose, “family member” means any child,
stepchild, grandchild, parent, stepparent, spouse, former spouse, sibling,
niece, nephew, mother-in-law, father-in-law, son-in-law, daughter-in-law,
brother-in-law, or sister-in-law, including adoptive relationships, any person
sharing the employee’s household (other than a tenant or employee), a trust in
which the foregoing persons have more than fifty (50) percent of the beneficial
interests, a foundation in which the foregoing persons (or the Participant)
control the management of assets, and any other entity in which these persons
(or the Participant) own more than fifty (50) percent of the voting
interests.

    


    7. 
         Specific Terms of
Awards

    


    7.1. 
        Options.

    


    (a)           Date of Grant. 
The granting of an Option shall take place at the time specified in the Award
Agreement.  Only if expressly so provided in the applicable Award Agreement
shall the Grant Date be the date on which the Award Agreement shall have been
duly executed and delivered by the Company and the Optionee.

    


    (b)           Exercise Price. 
The price at which shares of Stock may be acquired under each Incentive Option
shall be not less than 100% of the Market Value of Stock on the Grant Date, or
not less than 110% of the Market Value of Stock on the Grant Date if the
Optionee is a Ten Percent Owner.  The price at which shares may be acquired
under each Nonstatutory Option shall be not less than 100% of the Market Value
of Stock on the Grant Date.


    
      
         


      

      
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    (c)           Option Period. 
No Incentive Option may be exercised on or after the tenth anniversary of the
Grant Date, or on or after the fifth anniversary of the Grant Date if the
Optionee is a Ten Percent Owner.  The term of each Nonstatutory Option
shall be the term stated in the Award Agreement, provided, however, that the
term shall be no more than ten (10) years from the Grant Date.

    


    (d)           Exercisability. 
An Option may be immediately exercisable or become exercisable in such
installments, cumulative or non-cumulative, as the Committee may
determine.  In the case of an Option not otherwise immediately exercisable
in full, the Committee may Accelerate the vesting of such Option in whole or in
part at any time; provided,
however, that in the case of an Incentive Option, any such Acceleration
of the vesting of the Option would not cause the Option to fail to comply with
the provisions of Section 422 of the Code or the Optionee consents to the
Acceleration.

    


    (e)           Method of
Exercise.  An Option may be exercised by the Optionee giving written
notice, in the manner provided in Section 16, specifying the number of
shares with respect to which the Option is then being exercised.  The
notice shall be accompanied by payment in the form of cash or check payable to
the order of the Company in an amount equal to the exercise price of the shares
to be purchased or, subject in each instance to the Committee’s approval, acting
in its sole discretion, and to such conditions, if any, as the Committee may
deem necessary to avoid adverse accounting effects to the Company,

    


    (i) by
delivery to the Company of shares of Stock having a Market Value equal to the
exercise price of the shares to be purchased, or

    


    (ii) by
surrender of the Option as to all or part of the shares of Stock for which the
Option is then exercisable in exchange for shares of Stock having an aggregate
Market Value equal to the difference between (1) the aggregate Market Value
of the surrendered portion of the Option, and (2) the aggregate exercise
price under the Option for the surrendered portion of the Option,
or

    


    (iii)
unless prohibited by applicable law, by delivery to the Company of the
Optionee’s executed promissory note in the principal amount equal to the
exercise price of the shares to be purchased and otherwise in such form as the
Committee shall have approved.

    


    If the
Stock is traded on an established market or quoted on a recognized automated
quotation system, payment of any exercise price may also be made through and
under the terms and conditions of any formal cashless exercise program
authorized by the Company entailing the sale of the Stock subject to an Option
in a brokered transaction (other than to the Company).  Receipt by the
Company of such notice and payment in any authorized or combination of
authorized means shall constitute the exercise of the Option.  Within
thirty (30) days thereafter but subject to the remaining provisions of the Plan,
the Company shall deliver or cause to be delivered to the Optionee or his agent
a certificate or certificates for the number of shares then being
purchased.  Such shares shall be fully paid and nonassessable.

    


    (f)           Limit on Incentive Option
Characterization.  An Incentive Option shall be considered to be an
Incentive Option only to the extent that the number of shares of Stock for which
the Option first becomes exercisable in a calendar year does not have an
aggregate Market Value (as of the date of the grant of the Option) in excess of
the “current limit”.  The current limit for any Optionee for any calendar
year shall be $100,000 minus the aggregate Market
Value at the date of grant of the number of shares of Stock available for
purchase for the first time in the same year under each other Incentive Option
previously granted to the Optionee under the Plan, and under each other
incentive stock option previously granted to the Optionee under any other
incentive stock option plan of the Company and its Affiliates.  Any shares
of Stock which would cause the foregoing limit to be violated shall be deemed to
have been granted under a separate Nonstatutory Option, otherwise identical in
its terms to those of the Incentive Option.


    
      
         


      

      
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    (g)           Notification of
Disposition.  Each person exercising any Incentive Option granted
under the Plan shall be deemed to have covenanted with the Company to report to
the Company any disposition of such shares prior to the expiration of the
holding periods specified by Section 422(a)(1) of the Code and, if and to the
extent that the realization of income in such a disposition imposes upon the
Company federal, state, local or other withholding tax requirements, or any such
withholding is required to secure for the Company an otherwise available tax
deduction, to remit to the Company an amount in cash sufficient to satisfy those
requirements.

    


    7.2. 
        Restricted
Stock.

    


    (a)           Purchase Price. 
Shares of Restricted Stock shall be issued under the Plan for such
consideration, in cash, other property or services, or any combination thereof,
as is determined by the Committee.

    


    (b)           Issuance of
Certificates.  Each Participant receiving a Restricted Stock Award,
subject to subsection (c) below, shall be issued a stock certificate in respect
of such shares of Restricted Stock.  Such certificate shall be registered
in the name of such Participant, and, if applicable, shall bear an appropriate
legend referring to the terms, conditions, and restrictions applicable to such
Award substantially in the following form:

    


    “The
transferability of this certificate and the shares represented by this
certificate are subject to the terms and conditions of the WorldGate
Communications, Inc. 2010 Stock Incentive Plan and an Award Agreement entered
into by the registered owner and WorldGate Communications, Inc.  Copies of
such Plan and Agreement are on file in the offices of WorldGate Communications,
Inc.”

    


    (c)           Escrow of
Shares.  The Committee may require that the stock certificates
evidencing shares of Restricted Stock be held in custody by a designated escrow
agent (which may but need not be the Company) until the restrictions thereon
shall have lapsed, and that the Participant deliver a stock power, endorsed in
blank, relating to the Stock covered by such Award.

    


    (d)           Restrictions and Restriction
Period.  During the Restriction Period applicable to shares of
Restricted Stock, such shares shall be subject to limitations on transferability
and a Risk of Forfeiture arising on the basis of such conditions related to the
performance of services, Company or Affiliate performance or otherwise as the
Committee may determine and provide for in the applicable Award Agreement. 
Any such Risk of Forfeiture may be waived or terminated, or the Restriction
Period shortened, at any time by the Committee on such basis as it deems
appropriate.

    


    (e)           Rights Pending Lapse of Risk
of Forfeiture or Forfeiture of Award.  Except as otherwise provided
in the Plan or the applicable Award Agreement, at all times prior to lapse of
any Risk of Forfeiture applicable to, or forfeiture of, an Award of Restricted
Stock, the Participant shall have all of the rights of a stockholder of the
Company, including the right to vote, and the right to receive any dividends
with respect to, the shares of Restricted Stock.  The Committee, as
determined at the time of Award, may permit or require the payment of cash
dividends to be deferred and, if the Committee so determines, reinvested in
additional Restricted Stock to the extent shares are available under
Section 4.

    


    (f)           Lapse of
Restrictions.  If and when the Restriction Period expires without a
prior forfeiture of the Restricted Stock, the certificates for such shares shall
be delivered to the Participant promptly if not theretofore so
delivered.

    


    7.3. 
        Awards to Participants
Outside the United States.  The Committee may modify the terms of
any Award under the Plan granted to a Participant who is, at the time of grant
or during the term of the Award, resident or primarily employed outside of the
United States in any manner deemed by the Committee to be necessary or
appropriate in order that the Award shall conform to laws, regulations, and
customs of the country in which the Participant is then resident or primarily
employed, or so that the value and other benefits of the Award to the
Participant, as affected by foreign tax laws and other restrictions applicable
as a result of the Participant’s residence or employment abroad, shall be
comparable to the value of such an Award to a Participant who is resident or
primarily employed in the United States.  The Committee may establish
supplements to, or amendments, restatements, or alternative versions of the Plan
for the purpose of granting and administrating any such modified Award.  No
such modification, supplement, amendment, restatement or alternative version may
increase the limit in the number of shares set forth in
Section 4.


    
      
         


      

      
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    8. 
         Adjustment
Provisions

    


    8.1. 
         Adjustment for Corporate
Actions. All of the share numbers set forth in the Plan reflect the
capital structure of the Company as of the effective date of this Plan.  If
subsequent to that date the outstanding shares of Stock (or any other securities
covered by the Plan by reason of the prior application of this Section) are
increased, decreased, or exchanged for a different number or kind of shares or
other securities, or if additional shares or new or different shares or other
securities are distributed with respect to shares of Stock, as a result of a
reorganization, recapitalization, reclassification, stock dividend, stock split,
reverse stock split, or other similar distribution with respect to such shares
of Stock, an appropriate and proportionate adjustment will be made in
(i) the maximum numbers and kinds of shares provided in Section 4,
(ii) the numbers and kinds of shares or other securities subject to the
then-outstanding Awards, (iii) the exercise price for each share or other
unit of any other securities subject to then-outstanding Options (without change
in the aggregate purchase price as to which such Options remain exercisable),
and (iv) the repurchase price of each share of Restricted Stock then subject to
a Risk of Forfeiture in the form of a Company repurchase right.

    


    8.2. 
         Adjustment of Awards Upon
the Occurrence of Certain Unusual or Nonrecurring Events. In the event of
any corporate action not specifically covered by the preceding Section,
including but not limited to an extraordinary cash distribution on Stock, a
corporate separation (such as, but not limited to, a corporate spin-off) or
other reorganization or liquidation, the Committee shall make such adjustment of
outstanding Awards and their terms, if any, as it, in its sole discretion, may
deem equitable and appropriate in the circumstances.  The Committee shall
make adjustments in the terms and conditions of, and the criteria included in,
Awards in recognition of unusual or nonrecurring events (including, without
limitation, the events described in this Section) affecting the Company or the
financial statements of the Company or of changes in applicable laws,
regulations, or accounting principles, whenever the Committee determines that
such adjustments are appropriate in order to prevent dilution or enlargement of
the benefits or potential benefits intended to be made available under the
Plan.

    


    8.3. 
         Related
Matters.  Any adjustment in Awards made pursuant to Section 8.1
or 8.2 shall be determined and made, if at all, by the Committee, acting in its
sole discretion, and shall include any correlative modification of terms,
including of Option exercise prices, rates of vesting or exercisability, Risks
of Forfeiture, applicable repurchase prices for Restricted Stock, and other
objectives or criteria which the Committee may deem necessary or appropriate so
as to ensure the rights of the Participants in their respective Awards are not
substantially diminished nor enlarged as a result of the adjustment and
corporate action other than as expressly contemplated in this Section 8. 
No fraction of a share shall be purchasable or deliverable upon exercise, but in
the event any adjustment hereunder of the number of shares covered by an Award
shall cause such number to include a fraction of a share, such number of shares
shall be adjusted to the nearest smaller whole number of shares.  No
adjustment of an Option exercise price per share pursuant to this Section 8
shall result in an exercise price which is less than the par value of the
Stock.

    


    8.4. 
       Transactions.

    


    (a)           Definition of
Transaction. In this Section 8.4, “Transaction” means
(1) any merger or consolidation of the Company with or into another entity
as a result of which the Stock of the Company is converted into or exchanged for
the right to receive cash, securities or other property or is cancelled and
which would constitute a Change of Control, (2) any sale or exchange of all of
the Stock of the Company for cash, securities or other property which would
constitute a Change of Control, (3) any sale, transfer, or other disposition of
all or substantially all of the Company’s assets to one or more other persons in
a single transaction or series of related transactions or (4) any liquidation or
dissolution of the Company to the extent that the liquidation or dissolution is
described as an acceptable event for acceleration of payments under Treas. Reg.
Section 1.409A-3(j)(4)(ix).

    


    (b)           Treatment of Awards Generally. 
Effective upon the consummation of a Transaction, unless otherwise provided in
the Award Agreement or unless the Committee determines otherwise as set forth in
this Section 8.4 or Section 8.5, all outstanding Awards under the Plan
(including any portion of a Restricted Stock Award that remains subject to a
Risk of Forfeiture) shall terminate.  However, all such Awards shall not
terminate to the extent they are Assumed in connection with such
Transaction.

     

    
      
         


      

      
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    (c)           Treatment of Options.
In a Transaction, the Committee may take any one or more of the following
actions as to all or any (or any portion of) outstanding Options.

    


    (1)           Provide
that such Options shall be Assumed, or substantially equivalent rights shall be
provided in substitution therefor, by the acquiring or succeeding entity (or an
affiliate thereof).

    


    (2)           Upon
written notice to the holders, provide that the holders’ unexercised Options
will terminate immediately prior to the consummation of such Transaction unless
exercised within a specified period following the date of such
notice.

    


    (3)           Provide
that outstanding Options shall become exercisable in whole or in part prior to
or upon the Transaction.

    


    (4)           Provide
for cash payments, net of applicable tax withholdings, to be made to holders
equal to the excess, if any, of (A) the acquisition price times the number of
shares of Stock subject to an Option (to the extent the exercise price does not
exceed the acquisition price) over (B) the aggregate exercise price for all such
shares of Stock subject to the Option, in exchange for the termination of such
Option.  For this purpose, “acquisition price”
means the amount of cash, and market value of any other consideration, received
in payment for a share of Stock surrendered in a Transaction.

    


    (5)           Provide
that, in connection with a liquidation or dissolution of the Company, Options
shall convert into the right to receive liquidation proceeds net of the exercise
price thereof and any applicable tax withholdings.

    


    (6)           Any
combination of the foregoing.

    


    For
purposes of paragraph (1) above, an Option shall be considered Assumed, or a
substantially equivalent right shall be considered to have been provided in
substitution therefore, if following consummation of the Transaction the Option
confers the right to purchase or receive the value of, for each share of Stock
subject to the Option immediately prior to the consummation of the Transaction,
the consideration (whether cash, securities or other property) received as a
result of the Transaction by holders of Stock for each share of Stock held
immediately prior to the consummation of the Transaction (and if holders were
offered a choice of consideration, the type of consideration chosen by the
holders of a majority of the outstanding shares of Stock); provided, however, that if
the consideration received as a result of the Transaction is not solely common
stock (or its equivalent) of the acquiring or succeeding entity (or an affiliate
thereof), the Committee may provide for the consideration to be received upon
the exercise of the Option to consist of or be based on solely common stock (or
its equivalent) of the acquiring or succeeding entity (or an affiliate thereof)
equivalent in value to the per share consideration received by holders of
outstanding shares of Stock as a result of the Transaction.

    


    (d)           Treatment of Restricted
Stock. As to outstanding Restricted Stock Awards, upon the occurrence of
a Transaction other than a liquidation or dissolution of the Company which is
not part of another form of Transaction, the Committee may provide that the
repurchase and other rights of the Company under each such Award shall inure to
the benefit of the Company’s successor and shall apply to the cash, securities
or other property which the Stock was converted into or exchanged for pursuant
to such Transaction in the same manner and to the same extent as they applied to
the Award. Upon the occurrence of a Transaction involving a liquidation or
dissolution of the Company which is not part of another form of Transaction, the
Committee may provide that all Risks of Forfeiture, where otherwise applicable
to any such Awards, shall automatically be deemed terminated or satisfied, as
applicable.  With respect to any Restricted Stock Awards subject to a Risk
of Forfeiture, the Committee may provide for the full or partial Acceleration of
such Restricted Stock Awards prior to or upon the consummation of the
Transaction.

    


    (e)           Related Matters. In
taking any of the actions permitted under this Section 8.4, the Committee
shall not be obligated to treat all Awards, all Awards held by a Participant, or
all Awards of the same type, identically. Any determinations required to carry
out the foregoing provisions of this Section 8.4, including but not limited to
the market value of other consideration received by holders of Stock in a
Transaction and whether substantially equivalent Awards have been substituted,
shall be made by the Committee acting in its sole discretion.


    
      
         


      

      
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    9. 
         Change of
Control

    


    The
Committee shall have the authority, exercisable either in advance of any actual
or anticipated Change of Control or at the time of an actual Change of Control
and exercisable at the time of the grant of an Award under the Plan or any time
while an Award remains outstanding, to provide for the full or partial
Acceleration of vesting of one or more outstanding unvested Awards under the
Plan in connection with a Change of Control, on such terms and conditions as the
Committee may specify.  The Committee also shall have the authority to
condition any such Acceleration of vesting upon the subsequent termination of
the Participant's Service to the Company or an Affiliate or successor entity
within a specified period following the effective date of the Change of
Control.  The Committee may provide that any Awards so Accelerated in
connection with a Change of Control, shall remain fully exercisable until the
expiration or sooner termination of the Award.

    


    10. 
        Settlement of
Awards

    


    10.1. 
         In General. 
Options and Restricted Stock may be settled in cash, Stock, or other Awards, or
a combination thereof, as determined by the Committee at or after grant and
subject to any contrary Award Agreement.  The Committee may not require
settlement of any Award in Stock pursuant to the immediately preceding sentence
to the extent issuance of such Stock would be prohibited or unreasonably delayed
by reason of any other provision of the Plan.

    


    10.2. 
         Violation of
Law.  Notwithstanding any other provision of the Plan or the
relevant Award Agreement, if, at any time, in the reasonable opinion of the
Company, the issuance of shares of Stock covered by an Award may constitute a
violation of law, then the Company may delay such issuance and the delivery of a
certificate for such shares until (i) approval shall have been obtained from
such governmental agencies, other than the Securities and Exchange Commission,
as may be required under any applicable law, rule, or regulation and (ii) in the
case where such issuance would constitute a violation of a law administered by
or a regulation of the Securities and Exchange Commission, one of the following
conditions shall have been satisfied:

    


    (a)           the
shares are at the time of the issue of such shares effectively registered under
the Securities Act of 1933; or

    


    (b)           the
Company shall have determined, on such basis as it deems appropriate (including
an opinion of counsel in form and substance satisfactory to the Company) that
the sale, transfer, assignment, pledge, encumbrance or other disposition of such
shares or such beneficial interest, as the case may be, does not require
registration under the Securities Act of 1933, as amended or any applicable
State securities laws.

    


    The
Company shall make all reasonable efforts to bring about the occurrence of said
events.

    


    10.3. 
         Corporate Restrictions on
Rights in Stock. Any Stock to be issued pursuant to Awards granted under
the Plan shall be subject to all restrictions upon the transfer thereof which
may be now or hereafter imposed by the Amended and Restated Certificate of
Incorporation and Amended and Restated By-laws of the Company.

    


    10.4. 
         Investment
Representations.  The Company shall be under no obligation to issue
any shares covered by any Award unless the shares to be issued pursuant to
Awards granted under the Plan have been effectively registered under the
Securities Act of 1933, as amended, or the Participant shall have made such
written representations to the Company (upon which the Company believes it may
reasonably rely) as the Company may deem necessary or appropriate for purposes
of confirming that the issuance of such shares will be exempt from the
registration requirements of that Act and any applicable state securities laws
and otherwise in compliance with all applicable laws, rules and regulations,
including but not limited to that the Participant is acquiring the shares for
his or her own account for the purpose of investment and not with a view to, or
for sale in connection with, the distribution of any such shares.

     

    
      
         


      

      
        11

        
          

        

      

      
         


      

    


    10.5. 
         Registration. 
If the Company shall deem it necessary or desirable to register under the
Securities Act of 1933, as amended or other applicable statutes any shares of
Stock issued or to be issued pursuant to Awards granted under the Plan, or to
qualify any such shares of Stock for exemption from the Securities Act of 1933,
as amended or other applicable statutes, then the Company shall take such action
at its own expense.  The Company may require from each recipient of an
Award, or each holder of shares of Stock acquired pursuant to the Plan, such
information in writing for use in any registration statement, prospectus,
preliminary prospectus or offering circular as is reasonably necessary for that
purpose and may require reasonable indemnity to the Company and its officers and
directors from that holder against all losses, claims, damage and liabilities
arising from use of the information so furnished and caused by any untrue
statement of any material fact therein or caused by the omission to state a
material fact required to be stated therein or necessary to make the statements
therein not misleading in the light of the circumstances under which they were
made.

    


    10.6. 
         Placement of Legends; Stop
Orders; etc.  Each share of Stock to be issued pursuant to Awards
granted under the Plan may bear a reference to the investment representation
made in accordance with Section 10.4 in addition to any other applicable
restriction under the Plan, the terms of the Award and, if applicable, to the
fact that no registration statement has been filed with the Securities and
Exchange Commission in respect to such shares of Stock.  All certificates
for shares of Stock or other securities delivered under the Plan shall be
subject to such stock transfer orders and other restrictions as the Committee
may deem advisable under the rules, regulations, and other requirements of any
stock exchange upon which the Stock is then listed, and any applicable federal
or state securities law, and the Committee may cause a legend or legends to be
put on any such certificates to make appropriate reference to such
restrictions.

    


    10.7. 
         Tax Withholding.
Whenever shares of Stock are issued or to be issued pursuant to Awards granted
under the Plan, the Company shall have the right to require the recipient to
remit to the Company an amount sufficient to satisfy federal, state, local or
other withholding tax requirements if, when, and to the extent required by law
(whether so required to secure for the Company an otherwise available tax
deduction or otherwise) prior to the delivery of any certificate or certificates
for such shares.  The obligations of the Company under the Plan shall be
conditional on satisfaction of all such withholding obligations and the Company
shall, to the extent permitted by law, have the right to deduct any such taxes
from any payment of any kind otherwise due to the recipient of an Award. 
However, in such cases Participants may elect, subject to the approval of the
Committee, acting in its sole discretion, to satisfy an applicable withholding
requirement, in whole or in part, by having the Company withhold shares to
satisfy their tax obligations.  Participants may only elect to have Shares
withheld having a Market Value on the date the tax is to be determined equal to
the minimum statutory total tax which could be imposed on the transaction. 
All elections shall be irrevocable, made in writing, signed by the Participant,
and shall be subject to any restrictions or limitations that the Committee deems
appropriate.

    


    11. 
        Reservation of
Stock

    


    The
Company shall at all times during the term of the Plan and any outstanding
Awards granted hereunder reserve or otherwise keep available such number of
shares of Stock as will be sufficient to satisfy the requirements of the Plan
(if then in effect) and the Awards and shall pay all fees and expenses
necessarily incurred by the Company in connection therewith.

    


    12. 
        Limitation of Rights in Stock;
No Special Service Rights

    


    A
Participant shall not be deemed for any purpose to be a stockholder of the
Company with respect to any of the shares of Stock subject to an Award, unless
and until a certificate shall have been issued therefor and delivered to the
Participant or his agent.  Any Stock to be issued pursuant to Awards
granted under the Plan shall be subject to all restrictions upon the transfer
thereof which may be now or hereafter imposed by the Amended and Restated
Certificate of Incorporation and the Amended and Restated By-laws of the
Company.  Nothing contained in the Plan or in any Award Agreement shall
confer upon any recipient of an Award any right with respect to the continuation
of his or her employment or other association with the Company (or any
Affiliate), or interfere in any way with the right of the Company (or any
Affiliate), subject to the terms of any separate employment or consulting
agreement or provision of law or corporate articles or by-laws to the contrary,
at any time to terminate such employment or consulting agreement or to increase
or decrease, or otherwise adjust, the other terms and conditions of the
recipient’s employment or other association with the Company and its
Affiliates.


    
      
         


      

      
        12

        
          

        

      

      
         


      

    

    


    13. 
        Unfunded Status of
Plan

    


    The Plan
is intended to constitute an “unfunded” plan for incentive compensation, and the
Plan is not intended to constitute a plan subject to the provisions of the
Employee Retirement Income Security Act of 1974, as amended.  With respect
to any payments not yet made to a Participant by the Company, nothing contained
herein shall give any such Participant any rights that are greater than those of
a general creditor of the Company.  In its sole discretion, the Committee
may authorize the creation of trusts or other arrangements to meet the
obligations created under the Plan to deliver Stock or payments with respect to
Options and other Awards hereunder, provided, however, that the
existence of such trusts or other arrangements is consistent with the unfunded
status of the Plan.

    


    14. 
       Nonexclusivity of the
Plan

    


    Neither
the adoption of the Plan by the Board nor the submission of the Plan to the
stockholders of the Company shall be construed as creating any limitations on
the power of the Board to adopt such other incentive arrangements as it may deem
desirable, including without limitation, the granting of stock options and
restricted stock other than under the Plan, and such arrangements may be either
applicable generally or only in specific cases.

    


    15. 
       Termination and Amendment of the
Plan

    


    15.1. 
         Termination or Amendment of
the Plan. The Board may at any time terminate the Plan or make such
modifications of the Plan as it shall deem advisable.  Unless the Board
otherwise expressly provides, no amendment of the Plan shall affect the terms of
any Award outstanding on the date of such amendment.

    


    15.2. 
         Termination or Amendment of
Outstanding Awards. The Committee may amend the terms of any Award
theretofore granted, prospectively or retroactively, provided that the Award as
amended is consistent with the terms of the Plan.  Also within the
limitations of the Plan, the Committee may modify, extend or assume outstanding
Awards or may accept the cancellation of outstanding Awards or of outstanding
stock options or other equity-based compensation awards granted by another
issuer in return for the grant of new Awards for the same or a different number
of shares and on the same or different terms and conditions (including but not
limited to the exercise price of any Option).  Furthermore, the Committee
may, at any time an Award is otherwise eligible for exercise, waive any
condition to payment and (a) offer to purchase for a payment in cash or cash
equivalents an Award previously granted or (b) authorize the recipient of an
Award to elect to cash out an Award previously granted, in either case at such
time and based upon such terms and conditions as the Committee shall
establish.  Notwithstanding anything to the contrary in this Section 15.2,
any terminations or amendments affecting any outstanding Awards shall be
permissible only to the extent that such termination or amendment does not cause
any Award under this Plan to constitute “deferred compensation” for purposes of
Section 409A of the Code.

    


    15.3. 
         Limitations on Amendments,
Etc. No amendment or modification of the Plan by the Board, or of an
outstanding Award by the Committee, shall impair the rights of the recipient of
any Award outstanding on the date of such amendment or modification or such
Award, as the case may be, without the Participant’s consent; provided, however, that no
such consent shall be required if (i) the Board or Committee, as the case
may be, determines in its sole discretion and prior to the date of any Change of
Control that such amendment or alteration either is required or advisable in
order for the Company, the Plan or the Award to satisfy any law or regulation,
including without limitation the provisions of Section 409A of the Code, or
to meet the requirements of or avoid adverse financial accounting consequences
under any accounting standard, or (ii) the Board or Committee, as the case
may be, determines in its sole discretion and prior to the date of any Change of
Control that such amendment or alteration is not reasonably likely to
significantly diminish the benefits provided under the Award, or that any such
diminution has been adequately compensated.

    


    16. 
       Notices and Other
Communications

    


    Any
notice, demand, request or other communication hereunder to any party shall be
deemed to be sufficient if contained in a written instrument delivered in person
or duly sent by first class registered, certified or overnight mail, postage
prepaid, or faxed with a confirmation copy by regular, certified or overnight
mail, addressed or faxed, as the case may be, (i) if to the recipient of an
Award, at his or her residence address last filed with the Company and (ii) if
to the Company, at its principal place of business, addressed to the attention
of its Treasurer, or to such other address or fax number, as the case may be, as
the addressee may have designated by notice to the addressor.  All
such notices, requests, demands and other communications shall be deemed to have
been received: (i) in the case of personal delivery, on the date of such
delivery; (ii) in the case of mailing, when received by the addressee; and
(iii) in the case of facsimile transmission, when confirmed by facsimile
machine report.


    
      
         


      

      
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    17.         Governing
Law

    


    The Plan
and all Award Agreements and actions taken thereunder shall be governed,
interpreted and enforced in accordance with the laws of the State of Delaware,
without regard to the conflict of laws principles thereof.

     

    
      
         


      

      
        14