**Exhibit 10.1**Blackboard Inc.AMENDED AND RESTATED 2004 STOCK INCENTIVE PLAN1. Purpose     The purpose of this Amended and Restated 2004 Stock Incentive Plan (the “Plan”) of BlackboardInc., a Delaware corporation (the “Company”), is to advance the interests of the Company’sstockholders by enhancing the Company’s ability to attract, retain and motivate persons who make(or are expected to make) important contributions to the Company by providing such persons withequity ownership opportunities and performance-based incentives and thereby better aligning theinterests of such persons with those of the Company’s stockholders. Except where the contextotherwise requires, the term “Company” shall include any of the Company’s present or future parentor subsidiary corporations as defined in Sections 424(e) or (f) of the Internal Revenue Code of1986, as amended, and any regulations promulgated thereunder (the “Code”) and any other businessventure (including, without limitation, joint venture or limited liability company) in which theCompany has a controlling interest, as determined by the Board of Directors of the Company (the“Board”).2. Eligibility     All of the Company’s employees, officers, directors, consultants and advisors are eligible toreceive options, stock appreciation rights, restricted stock, restricted stock units and otherstock-based awards (each, an “Award”) under the Plan. Each person who receives an Award under thePlan is deemed a “Participant.”3. Administration and Delegation     (a) Administration by Board of Directors. The Plan will be administered by the Board.The Board shall have authority to grant Awards and to adopt, amend and repeal such administrativerules, guidelines and practices relating to the Plan as it shall deem advisable. The Board maycorrect any defect, supply any omission or reconcile any inconsistency in the Plan or any Award inthe manner and to the extent it shall deem expedient to carry the Plan into effect and it shall bethe sole and final judge of such expediency. All decisions by the Board shall be made in theBoard’s sole discretion and shall be final and binding on all persons having or claiming anyinterest in the Plan or in any Award. No director or person acting pursuant to the authoritydelegated by the Board shall be liable for any action or determination relating to or under thePlan made in good faith.     (b) Appointment of Committees. To the extent permitted by applicable law, the Boardmay delegate any or all of its powers under the Plan to one or more committees or subcommittees ofthe Board (a “Committee”). All references in the Plan to the “Board” shall mean the Board or aCommittee of the Board or the executive officers referred to in Section 3(c) to the extent that theBoard’s powers or authority under the Plan have been delegated to such Committee or executiveofficers.     (c) Delegation to Executive Officers. To the extent permitted by applicable law, theBoard may delegate to one or more executive officers of the Company the power to grant
 

 
Awards to employees or officers of the Company or any of its present or future subsidiarycorporations and to exercise such other powers under the Plan as the Board may determine, providedthat the Board shall fix the terms of the Awards to be granted by such executive officers(including the exercise price of such Awards, which may include a formula by which the exerciseprice will be determined) and the maximum number of shares subject to Awards that the executiveofficers may grant; provided further, however, that no executive officer shall be authorized togrant Awards to any “executive officer” of the Company (as defined by Rule 3b-7 under theSecurities Exchange Act of 1934, as amended (the “Exchange Act”)) or to any “officer” of theCompany (as defined by Rule 16a-1 under the Exchange Act).4. Stock Available for Awards     (a) Number of Shares. Subject to adjustment under Section 9, Awards may be made underthe Plan for up to 4,600,000 shares of common stock, $0.01 par value per share, of the Company (the“Common Stock”).     If any Award expires or is terminated, surrendered or canceled without having been fullyexercised or is forfeited in whole or in part (including as the result of shares of Common Stocksubject to such Award being repurchased by the Company at the original issuance price pursuant to acontractual repurchase right) or results in any Common Stock not being issued, the unused CommonStock covered by such Award shall again be available for the grant of Awards under the Plan,subject, however, in the case of Incentive Stock Options, to any limitations under the Code. Uponexercise of a SAR (as hereinafter defined), the Board may count such SAR against the Common Stockavailable for grant under the Plan either (i) with respect to the total number of shares subject tosuch SAR (“Gross-Counted SARs”) or (ii) with respect only to the number of shares actually issuedpursuant to such exercise (“Net-Counted SARs”), provided however that Net-Counted SARs will also becounted against the sub-limit set forth in Section 4(b)(2). Shares issued under the Plan mayconsist in whole or in part of authorized but unissued shares or treasury shares.     (b) Sub-limits. Subject to adjustment under Section 9, the following sub-limits onthe number of shares subject to Awards shall apply:          (1) Section 162(m) Per-Participant Limit. The maximum number of shares of CommonStock with respect to which Awards may be granted to any Participant under the Plan shall be471,923 per calendar year. For purposes of the foregoing limit, the combination of an Option intandem with a SAR (as each is hereinafter defined) shall be treated as a single Award. Theper-Participant limit described in this Section 4(b)(1) shall be construed and applied consistentlywith Section 162(m) of the Code or any successor provision thereto, and the regulations thereunder(“Section 162(m)”).          (2) Limit on Awards other than Options and SARs. The maximum number of shares withrespect to which Awards other than Options and Gross-Counted SARs may be granted shall be 600,000.
-2-

 
5. Stock Options     (a) General. The Board may grant options to purchase Common Stock (each, an “Option”)and determine the number of shares of Common Stock to be covered by each Option, the exercise priceof each Option and the conditions and limitations applicable to the exercise of each Option,including conditions relating to applicable federal or state securities laws, as it considersnecessary or advisable. An Option which is not intended to be an Incentive Stock Option (ashereinafter defined) shall be designated a “Nonstatutory Stock Option.”     (b) Incentive Stock Options. An Option that the Board intends to be an “incentivestock option” as defined in Section 422 of the Code (an “Incentive Stock Option”) shall only begranted to employees of Blackboard Inc., any of Blackboard Inc.’s present or future parent orsubsidiary corporations as defined in Sections 424(e) or (f) of the Code, and any other entitiesthe employees of which are eligible to receive Incentive Stock Options under the Code, and shall besubject to and shall be construed consistently with the requirements of Section 422 of the Code.The Company shall have no liability to a Participant, or any other party, if an Option (or any partthereof) that is intended to be an Incentive Stock Option is not an Incentive Stock Option.     (c) Exercise Price. The Board shall establish the exercise price at the time eachOption is granted and specify it in the applicable option agreement. The exercise price per shareshall not be less than 100% of the market value on the date of grant. For purposes of the Plan,“market value” shall mean the last reported sale price on the trading day prior to the date ofgrant of the Corporation’s common stock on the principal securities exchange, inter-dealerquotation system or nationally recognized trading system on which the stock is listed.     (d) Duration of Options. Each Option shall be exercisable at such times and subjectto such terms and conditions as the Board may specify in the applicable option agreement. Otherthan Options granted prior to March 1, 2005, Options granted hereunder shall expire no later than 8years after the date of grant.     (e) Exercise of Option. Options may be exercised by delivery to the Company of awritten notice of exercise signed by the proper person or by any other form of notice (includingelectronic notice) approved by the Board together with payment in full as specified in Section 5(f)for the number of shares for which the Option is exercised.     (f) Payment Upon Exercise. Common Stock purchased upon the exercise of an Optiongranted under the Plan shall be paid for as follows:          (1) in cash or by check, payable to the order of the Company;          (2) except as the Board may, in its sole discretion, otherwise provide in an option agreement,by (i) delivery of an irrevocable and unconditional undertaking by a creditworthy broker to deliverpromptly to the Company sufficient funds to pay the exercise price and any required tax withholdingor (ii) delivery by the Participant to the Company of a copy of irrevocable and unconditionalinstructions to a creditworthy broker to deliver promptly to the Company cash or a check sufficientto pay the exercise price and any required tax withholding;
-3-

 
          (3) when the Common Stock is registered under the Exchange Act and listed on a nationalsecurities exchange, the NASDAQ National Market or another nationally recognized trading system, bydelivery of shares of Common Stock owned by the Participant valued at the average of the high andlow reported sale prices per share of Common Stock thereon on the trading day immediately precedingthe date of exercise (or, if no such price is reported on such day, the shares of Common Stockshall be valued at their fair market value as determined by, or in a manner approved by, the Boardin good faith), provided (i) such method of payment is then permitted under applicable law and (ii)such Common Stock, if acquired directly from the Company, was owned by the Participant at least sixmonths prior to such delivery;          (4) to the extent permitted by applicable law and by the Board, in its sole discretion by (i)delivery of a promissory note of the Participant to the Company on terms determined by the Board,or (ii) payment of such other lawful consideration as the Board may determine; or          (5) by any combination of the above permitted forms of payment.     (g) Substitute Options. In connection with a merger or consolidation of an entitywith the Company or the acquisition by the Company of property or stock of an entity, the Board maygrant Options in substitution for any options or other stock or stock-based awards granted by suchentity or an affiliate thereof (“Substitute Options”). Substitute Options may be granted on suchterms as the Board deems appropriate in the circumstances, notwithstanding any limitations onOptions contained in the other sections of this Section 5 or in Section 2. Substitute Optionsshall not count against the overall share limit set forth in Section 4(a), except as may berequired by reason of Section 422 and related provisions of the Code.     (h) Limitation. Other than adjustments pursuant to Section 9 or actions approved bythe Company’s stockholders, outstanding Options shall not be amended to reduce the exercise priceper Share thereof and the Company shall not implement an option exchange program pursuant to whichan Option could be exchanged for a new Option with a lower exercise price per Share.6. Stock Appreciation Rights.     (a) General. A Stock Appreciation Right, or SAR, is an Award entitling the holder,upon exercise, to receive an amount in Common Stock determined by reference to appreciation, fromand after the date of grant, in the fair market value of a share of Common Stock. The base pricefrom which such appreciation is measured shall not be less than 100% of the market value on thedate of grant, as defined in Section 5(c). The date as of which such appreciation or other measureis determined shall be the exercise date. Stock Appreciation Rights granted hereunder shall expireno later than 8 years after the date of grant.     (b) Grants. Stock Appreciation Rights may be granted in tandem with, or independentlyof, Options granted under the Plan.
-4-

 
          (1) Tandem Awards*.*When Stock Appreciation Rights are expressly granted in tandemwith Options, (i) the Stock Appreciation Right will be exercisable only at such time or times, andto the extent, that the related Option is exercisable (except to the extent designated by the Boardin connection with a Reorganization Event or a Change in Control Event) and will be exercisable inaccordance with the procedure required for exercise of the related Option; (ii) the StockAppreciation Right will terminate and no longer be exercisable upon the termination or exercise ofthe related Option, except to the extent designated by the Board in connection with aReorganization Event or a Change in Control Event and except that a Stock Appreciation Rightgranted with respect to less than the full number of shares covered by an Option will not bereduced until the number of shares as to which the related Option has been exercised or hasterminated exceeds the number of shares not covered by the Stock Appreciation Right; (iii) theOption will terminate and no longer be exercisable upon the exercise of the related StockAppreciation Right; and (iv) the Stock Appreciation Right will be transferable only with therelated Option.          (2) Independent SARs*.*A Stock Appreciation Right not expressly granted in tandem withan Option will become exercisable at such time or times, and on such conditions, as the Board mayspecify in the SAR Award.     (c) Exercise. Stock Appreciation Rights may be exercised by delivery to the Companyof a written notice of exercise signed by the proper person or by any other form of notice(including electronic notice) approved by the Board, together with any other documents required bythe Board.7. Restricted Stock; Restricted Stock Units.     (a) General. The Board may grant Awards entitling recipients to acquire shares ofCommon Stock (“Restricted Stock”), subject to the right of the Company to repurchase all or part ofsuch shares at their issue price or other stated or formula price (or to require forfeiture of suchshares if issued at no cost) from the recipient in the event that conditions specified by the Boardin the applicable Award are not satisfied prior to the end of the applicable restriction period orperiods established by the Board for such Award. Instead of granting Awards for Restricted Stock,the Board may grant Awards entitling the recipient to receive shares of Common Stock to bedelivered at the time such shares of Common Stock vest (“Restricted Stock Units”) (Restricted Stockand Restricted Stock Units are each referred to herein as a “Restricted Stock Award”).     (b) Terms and Conditions. The Board shall determine the terms and conditions of aRestricted Stock Award, including the conditions for repurchase (or forfeiture) and the issueprice, if any.     (c) Stock Certificates. Any stock certificates issued in respect of a RestrictedStock Award shall be registered in the name of the Participant and, unless otherwise determined bythe Board, deposited by the Participant, together with a stock power endorsed in blank, with theCompany (or its designee). At the expiration of the applicable restriction periods, the Company(or such designee) shall deliver the certificates no longer subject to such restrictions to theParticipant or if the Participant has died, to the beneficiary designated, in a manner determined
-5-

 
by the Board, by a Participant to receive amounts due or exercise rights of the Participant inthe event of the Participant’s death (the “Designated Beneficiary”). In the absence of aneffective designation by a Participant, “Designated Beneficiary” shall mean the Participant’sestate.     (d) Limitations on Vesting.          (1) Restricted Stock Awards that vest based on the passage of time alone shall not provide forvesting in full in less than a three-year period from the date of grant. Restricted Stock Awardsthat vest upon the passage of time and provide for accelerated vesting based on performance shallnot vest prior to the first anniversary of the date of grant. This subsection (d)(1) shall notapply to (A) Awards granted pursuant to Section 10(j) or (B) a maximum of 100,000 shares of CommonStock with respect to which Restricted Stock Awards may be granted.          (2) Notwithstanding any other provision of this Plan, the Board may, in its discretion, eitherat the time a Restricted Stock Award is made or at any time thereafter, waive its right torepurchase shares of Common Stock (or waive the forfeiture thereof) or remove or modify any part orall of the restrictions applicable to the Restricted Stock Award, provided that the Board may onlyexercise such rights in extraordinary circumstances which shall include, without limitation, deathor disability of the Participant; estate planning needs of the Participant; a merger,consolidation, sale, reorganization, recapitalization, or change in control of the Company; or anyother nonrecurring significant event affecting the Company, a Participant or the Plan.8. Other Stock-Based Awards.     Other Awards of shares of Common Stock, and other Awards that are valued in whole or in partby reference to, or are otherwise based on, shares of Common Stock or other property, may begranted hereunder to Participants (“Other Stock Unit Awards”), including without limitation Awardsentitling recipients to receive shares of Common Stock to be delivered in the future. Such OtherStock Unit Awards shall also be available as a form of payment in the settlement of other Awardsgranted under the Plan or as payment in lieu of compensation to which a Participant is otherwiseentitled. Other Stock Unit Awards may be paid in shares of Common Stock or cash, as the Boardshall determine. Subject to the provisions of the Plan, the Board shall determine the conditionsof each Other Stock Unit Awards, including any purchase price applicable thereto.9. Adjustments for Changes in Common Stock and Certain Other Events     (a) Changes in Capitalization. In the event of any stock split, reverse stock split,stock dividend, recapitalization, combination of shares, reclassification of shares, spin-off orother similar change in capitalization or event, or any distribution to holders of Common Stockother than an ordinary cash dividend, (i) the number and class of securities available under thisPlan, (ii) the sub-limits set forth in Section 4(b), (iii) the number and class of securities andexercise price per share of each outstanding Option, (iv) the share- and per-share provisions ofeach Stock Appreciation Right, (v) the repurchase price per share subject to each outstanding
-6-

 
Restricted Stock Award and (vi) the share- and per-share-related provisions of eachoutstanding Other Stock Unit Award, shall be appropriately adjusted by the Company (or substitutedAwards may be made, if applicable) to the extent determined by the Board. If this Section 9(a)applies and Section 9(c) also applies to any event, Section 9(c) shall be applicable to such event,and this Section 9(a) shall not be applicable.     (b) Liquidation or Dissolution. In the event of a proposed liquidation or dissolutionof the Company, the Board shall upon written notice to the Participants provide that all thenunexercised Options will (i) become exercisable in full as of a specified time at least 10 businessdays prior to the effective date of such liquidation or dissolution and (ii) terminate effectiveupon such liquidation or dissolution, except to the extent exercised before such effective date.The Board may specify the effect of a liquidation or dissolution on any Restricted Stock Award orOther Stock Unit Award granted under the Plan at the time of the grant of such Award.     (c) Reorganization and Change in Control Events (1) Definitions (a) A “Reorganization Event” shall mean: (i) any merger or consolidation of the Company with or into another entity as a result of which allof the Common Stock of the Company is converted into orexchanged for the right to receive cash, securities or otherproperty; or  (ii) any exchange of all of the CommonStock of the Company for cash, securities or other propertypursuant to a share exchange transaction. (b) A “Change in Control Event” shall mean: (i) the acquisition by an individual,entity or group (within the meaning of Section 13(d)(3) or14(d)(2) of the Exchange Act) (a “Person”) of beneficialownership of any capital stock of the Company if, after suchacquisition, such Person beneficially owns (within the meaningof Rule 13d-3 promulgated under the Exchange Act) 25% or more ofeither (x) the then-outstanding shares of common stock of theCompany (the “Outstanding Company Common Stock”) or (y) thecombined voting power of the then-outstanding securities of theCompany entitled to vote generally in the election of directors(the “Outstanding Company Voting Securities”); provided,however, that for purposes of this subsection (i), thefollowing acquisitions shall not constitute a Change in ControlEvent: (A) any acquisition directly from the Company (excludingan acquisition pursuant to the exercise, conversion or exchangeof any security exercisable for, convertible into
-7-

 
   or exchangeable for common stock or voting securities of theCompany, unless the Person exercising, converting orexchanging such security acquired such security directly fromthe Company or an underwriter or agent of the Company), (B)any acquisition by any employee benefit plan (or relatedtrust) sponsored or maintained by the Company or anycorporation controlled by the Company, or (C) any acquisitionby any corporation pursuant to a Business Combination (asdefined below) which complies with clauses (x) and (y) ofsubsection (iii) of this definition; or (ii) such time as the ContinuingDirectors (as defined below) do not constitute a majority of theBoard (or, if applicable, the Board of Directors of a successorcorporation to the Company), where the term “ContinuingDirector” means at any date a member of the Board (x) who was amember of the Board on the date of the initial adoption of thisPlan by the Board or (y) who was nominated or elected subsequentto such date by at least a majority of the directors who wereContinuing Directors at the time of such nomination or electionor whose election to the Board was recommended or endorsed by atleast a majority of the directors who were Continuing Directorsat the time of such nomination or election; provided,however, that there shall be excluded from this clause(y) any individual whose initial assumption of office occurredas a result of an actual or threatened election contest withrespect to the election or removal of directors or other actualor threatened solicitation of proxies or consents, by or onbehalf of a person other than the Board; or  (iii) the consummation of a merger,consolidation, reorganization, recapitalization or shareexchange involving the Company or a sale or other disposition ofall or substantially all of the assets of the Company (a“Business Combination”), unless, immediately following suchBusiness Combination, each of the following two conditions issatisfied: (x) all or substantially all of the individuals andentities who were the beneficial owners of the OutstandingCompany Common Stock and Outstanding Company Voting Securitiesimmediately 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 thethen-outstanding securities entitled to vote generally in theelection of directors, respectively, of the resulting or
-8-

 
   acquiring corporation in such Business Combination (whichshall include, without limitation, a corporation which as aresult of such transaction owns the Company or substantiallyall of the Company’s assets either directly or through one ormore subsidiaries) (such resulting or acquiring corporationis referred to herein as the “Acquiring Corporation”) insubstantially the same proportions as their ownership of theOutstanding Company Common Stock and Outstanding CompanyVoting Securities, respectively, immediately prior to suchBusiness Combination and (y) no Person (excluding theAcquiring Corporation or any employee benefit plan (orrelated trust) maintained or sponsored by the Company or bythe Acquiring Corporation) beneficially owns, directly orindirectly, 25% or more of the then-outstanding shares ofcommon stock of the Acquiring Corporation, or of the combinedvoting power of the then-outstanding securities of suchcorporation entitled to vote generally in the election ofdirectors (except to the extent that such ownership existedprior to the Business Combination). (2) Effect on Options (a) Reorganization Event. Upon theoccurrence of a Reorganization Event (regardless of whether such eventalso constitutes a Change in Control Event), or the execution by theCompany of any agreement with respect to a Reorganization Event(regardless of whether such event will result in a Change in ControlEvent), the Board shall provide that all outstanding Options shall beassumed, or equivalent options shall be substituted, by the acquiringor succeeding corporation (or an affiliate thereof); providedthat if such Reorganization Event also constitutes a Change inControl Event, except to the extent specifically provided to thecontrary in the applicable option agreement or any other agreementbetween a Participant and the Company, upon such Change in ControlEvent, the vesting schedule of an Option shall be accelerated so thatsuch Option shall become immediately exercisable for the number of            shares subject to the Option which otherwise would have first vestedwithin 12 months following such Change in Control Event, and anyremaining unvested shares subject to such Option shall continue to vestin accordance with the vesting schedule set forth in the applicableoption agreement as though such 12 month period had actually passed.For purposes hereof, an Option shall be considered to be assumed if,following consummation of the Reorganization Event, the Option confersthe right to purchase, for each share of Common Stock subject to theOption immediately prior to the consummation of the ReorganizationEvent, the
-9-

 
   consideration (whether cash, securities or other property) receivedas a result of the Reorganization Event by holders of Common Stockfor each share of Common Stock held immediately prior to theconsummation of the Reorganization Event (and if holders were offereda choice of consideration, the type of consideration chosen by theholders of a majority of the outstanding shares of Common Stock);provided, however, that if the consideration received as a result ofthe Reorganization Event is not solely common stock of the acquiringor succeeding corporation (or an affiliate thereof), the Company may,with the consent of the acquiring or succeeding corporation, providefor the consideration to be received upon the exercise of Options toconsist solely of common stock of the acquiring or succeedingcorporation (or an affiliate thereof) equivalent in fair market valueto the per share consideration received by holders of outstanding shares of Common Stock as a result of the Reorganization Event.        Notwithstanding the foregoing, if the acquiring or succeedingcorporation (or an affiliate thereof) does not agree to assume, orsubstitute for, such Options, then the Board shall, upon writtennotice to the Participants, provide that all then unexercised Optionswill become exercisable in full as of a specified time prior to theReorganization Event and will terminate immediately prior to theconsummation of such Reorganization Event, except to the extentexercised by the Participants before the consummation of suchReorganization Event; provided, however, that in the event of aReorganization Event under the terms of which holders of Common Stockwill receive upon consummation thereof a cash payment for each shareof Common Stock surrendered pursuant to such Reorganization Event(the “Acquisition Price”), then the Board may instead provide thatall outstanding Options shall terminate upon consummation of suchReorganization Event and that each Participant shall receive, inexchange therefor, a cash payment equal to the amount (if any) bywhich (A) the Acquisition Price multiplied by the number of shares ofCommon Stock subject to such outstanding Options (whether or not thenexercisable), exceeds (B) the aggregate exercise price of suchOptions. To the extent all or any portion of an Option becomesexercisable solely as a result of the first sentence of thisparagraph, upon exercise of such Option the Participant shall receive shares subject to a right of repurchase by the Company or itssuccessor at the Option exercise price. Such repurchase right (1)shall lapse at the same rate as the Option would have becomeexercisable under its terms and (2) shall not apply to any sharessubject to the Option that were exercisable under its terms withoutregard to the first sentence of this paragraph.
-10-

 
 (b) Change in Control Event that is not aReorganization Event. Upon the occurrence of a Change in ControlEvent that does not also constitute a Reorganization Event, except tothe extent specifically provided to the contrary in the applicableoption agreement or any other agreement between a Participant and theCompany, upon such Change in Control Event, the vesting schedule of anOption shall be accelerated so that such Option shall becomeimmediately exercisable for the number of shares subject to the Optionwhich otherwise would have first vested within 12 months following suchChange in Control Event, and any remaining unvested shares subject tosuch Option shall continue to vest in accordance with the vestingschedule set forth in the applicable option agreement as though such 12month period had actually passed. (3) Effect on Restricted Stock Awards (a) Reorganization Event that is not a Changein Control Event. Upon the occurrence of a Reorganization Eventthat is not a Change in Control Event, the repurchase and other rightsof the Company under each outstanding Restricted Stock Award shallinure to the benefit of the Company’s successor and shall apply to thecash, securities or other property which the Common Stock was convertedinto or exchanged for pursuant to such Reorganization Event in the samemanner and to the same extent as they applied to the Common Stocksubject to such Restricted Stock Award.  (b) Change in Control Event. Upon theoccurrence of a Change in Control Event (regardless of whether suchevent also constitutes a Reorganization Event), except to the extentspecifically provided to the contrary in the instrument evidencing aRestricted Stock Award or any other agreement between a Participant andthe Company, upon such Change in Control Event, the vesting schedule ofa Restricted Stock Award shall be accelerated so that the number of            shares subject to such Award which otherwise would have first vestedwithin 12 months following such Change in Control Event shall becomeimmediately vested, and any remaining unvested shares subject to suchAward shall continue to vest in accordance with the vesting scheduleset forth in the applicable Restricted Stock Award as though such 12month period had actually passed. (4) Effect on Other Stock Unit Awards (a) Reorganization Event that is not a Changein Control Event. The Board shall specify the effect of aReorganization Event that is not a Change in Control Event on any OtherStock Unit Award granted
-11-

 
   under the Plan at the time of the grant of such Other Stock UnitAward.  (b) Change in Control Event. Upon theoccurrence of a Change in Control Event (regardless of whether suchevent also constitutes a Reorganization Event), except to the extentspecifically provided to the contrary in the instrument evidencing anOther Stock Unit Award or any other agreement between a Participant andthe Company, upon such Change in Control Event, the vesting schedule ofany Other Stock Unit Award shall be accelerated so that the number of            shares subject to the Other Stock Unit Award which otherwise would havefirst become exercisable, realizable, vested or free from conditions orrestrictions within 12 months following such Change in Control Eventshall immediately become exercisable, realizable, vested or free fromconditions or restrictions, and any remaining unvested shares subjectto such Award shall continue to become exercisable, realizable, vestedor free from conditions or restrictions in accordance with the vestingschedule set forth in the applicable Other Stock Unit Award as thoughsuch 12 month period had actually passed.10. General Provisions Applicable to Awards     (a) Transferability of Awards. Except as the Board may otherwise determine or providein an Award, Awards shall not be sold, assigned, transferred, pledged or otherwise encumbered bythe person to whom they are granted, either voluntarily or by operation of law, except by will orthe laws of descent and distribution, and, during the life of the Participant, shall be exercisableonly by the Participant. References to a Participant, to the extent relevant in the context, shallinclude references to authorized transferees.     (b) Documentation. Each Award shall be evidenced in such form (written, electronic orotherwise) as the Board shall determine. Each Award may contain terms and conditions in additionto those set forth in the Plan.     (c) Board Discretion. Except as otherwise provided by the Plan, each Award may bemade alone or in addition or in relation to any other Award. The terms of each Award need not beidentical, and the Board need not treat Participants uniformly.     (d) Termination of Status. The Board shall determine the effect on an Award of thedisability, death, retirement, authorized leave of absence or other change in the employment orother status of a Participant and the extent to which, and the period during which, theParticipant, the Participant’s legal representative, conservator, guardian or DesignatedBeneficiary may exercise rights under the Award.     (e) Withholding. Each Participant shall pay to the Company, or make provisionsatisfactory to the Board for payment of, any taxes required by law to be withheld in connectionwith Awards to such Participant no later than the date of the event creating the tax liability.
-12-

 
Except as the Board may otherwise provide in an Award, for so long as the Common Stock isregistered under the Exchange Act, Participants may satisfy such tax obligations in whole or inpart by delivery of shares of Common Stock, including shares retained from the Award creating thetax obligation, valued in accordance with the procedures set forth in Section 5(f)(3); provided,however, that the total tax withholding where stock is being used to satisfy such tax obligationscannot exceed the Company’s minimum statutory withholding obligations (based on minimum statutorywithholding rates for federal and state tax purposes, including payroll taxes, that are applicableto such supplemental taxable income). The Company may, to the extent permitted by law, deduct anysuch tax obligations from any payment of any kind otherwise due to a Participant.     (f) Amendment of Award. Except as provided in Section 5(h) above, the Board mayamend, modify or terminate any outstanding Award, including but not limited to, substitutingtherefor another Award of the same or a different type, changing the date of exercise orrealization, and converting an Incentive Stock Option to a Nonstatutory Stock Option, provided thatthe Participant’s consent to such action shall be required unless the Board determines that theaction, taking into account any related action, would not materially and adversely affect theParticipant.     (g) Conditions on Delivery of Stock. The Company will not be obligated to deliver anyshares of Common Stock pursuant to the Plan or to remove restrictions from shares previouslydelivered under the Plan until (i) all conditions of the Award have been met or removed to thesatisfaction of the Company, (ii) in the opinion of the Company’s counsel, all other legal mattersin connection with the issuance and delivery of such shares have been satisfied, including anyapplicable securities laws and any applicable stock exchange or stock market rules and regulations,and (iii) the Participant has executed and delivered to the Company such representations oragreements as the Company may consider appropriate to satisfy the requirements of any applicablelaws, rules or regulations.     (h) Acceleration. The Board may at any time provide that any Award shall becomeimmediately exercisable in full or in part, free of some or all restrictions or conditions, orotherwise realizable in full or in part, as the case may be.     (i) Deferred Delivery of Shares Issuable Pursuant to an Award. Subject to Section11(g), the Board may, at the time any Award is granted, provide that, at the time Common Stockwould otherwise be delivered pursuant to the Award, the Participant shall instead receive aninstrument evidencing the right to future delivery of Common Stock at such time or times, and onsuch conditions, as the Board shall specify. The Board may at any time accelerate the time atwhich delivery of all or any part of the Common Stock shall take place.     (j) Performance Conditions.          (1) This Section 10(j) shall be administered by the Compensation Committee of the Board ofDirectors, or such other committee of “outside directors”, as defined by Section 162(m), approvedby the Board (the “Section 162(m) Committee”).
-13-

 
          (2) Notwithstanding any other provision of the Plan, if the Section 162(m) Committeedetermines, at the time a Restricted Stock Award or Other Stock Unit Award is granted to aParticipant, that such Participant is, or may be as of the end of the tax year in which the Companywould claim a tax deduction in connection with such Award, a Covered Employee (as defined inSection 162(m)), then the Section 162(m) Committee may provide that this Section 10(j) isapplicable to such Award.          (3) If a Restricted Stock Award or Other Stock Unit Award is subject to this Section 10(j),then the lapsing of restrictions thereon and the distribution of cash or Shares pursuant thereto,as applicable, shall be subject to the achievement of one or more objective performance goalsestablished by the Section 162(m) Committee, which shall be based on the relative or absoluteattainment of specified levels of one or any combination of the following: (a) earnings per share,(b) return on average equity or average assets with respect to a pre-determined peer group, (c)earnings, (d) earnings growth, (e) revenues, (f) expenses, (g) stock price, (h) market share, (i)return on sales, assets, equity or investment, (j) regulatory compliance, (k) improvement offinancial ratings, (l) achievement of balance sheet or income statement objectives, (m) totalshareholder return, (n) net operating profit after tax, (o) pre-tax or after-tax income, (p) cashflow, or (q) such other objective goals established by the Board, and may be absolute in theirterms or measured against or in relationship to other companies comparably, similarly or otherwisesituated. Such performance goals may be adjusted to exclude any one or more of (i) extraordinaryitems, (ii) gains or losses on the dispositions of discontinued operations, (iii) the cumulativeeffects of changes in accounting principles, (iv) the writedown of any asset, and (v) charges forrestructuring and rationalization programs. Such performance goals may vary by Participant and maybe different for different Awards. Such performance goals shall be set by the Section 162(m)Committee within the time period prescribed by, and shall otherwise comply with the requirementsof, Section 162(m).          (4) Notwithstanding any provision of the Plan, with respect to any Restricted Stock Award orOther Stock Unit Award that is subject to this Section 10(j), the Section 162(m) Committee mayadjust downwards, but not upwards, the cash or number of Shares payable pursuant to such Award, andthe Section 162(m) Committee may not waive the achievement of the applicable performance goalsexcept in the case of the death or disability of the Participant.          (5) The Section 162(m) Committee shall have the power to impose such other restrictions onAwards subject to this Section 10(j) as it may deem necessary or appropriate to ensure that suchAwards satisfy all requirements for “performance-based compensation” within the meaning of Section162(m)(4)(C) of the Code, or any successor provision thereto.11. Miscellaneous     (a) No Right To Employment or Other Status. No person shall have any claim or rightto be granted an Award, and the grant of an Award shall not be construed as giving a Participantthe right to continued employment or any other relationship with the Company. The Companyexpressly reserves the right at any time to dismiss or otherwise terminate its relationship with aParticipant free from any liability or claim under the Plan, except as expressly provided in theapplicable Award.
-14-

 
     (b) No Rights As Stockholder. Subject to the provisions of the applicable Award, noParticipant or Designated Beneficiary shall have any rights as a stockholder with respect to anyshares of Common Stock to be distributed with respect to an Award until becoming the record holderof such shares. Notwithstanding the foregoing, in the event the Company effects a split of theCommon Stock by means of a stock dividend and the exercise price of and the number of sharessubject to such Option are adjusted as of the date of the distribution of the dividend (rather thanas of the record date for such dividend), then an optionee who exercises an Option between therecord date and the distribution date for such stock dividend shall be entitled to receive, on thedistribution date, the stock dividend with respect to the shares of Common Stock acquired upon suchOption exercise, notwithstanding the fact that such shares were not outstanding as of the close ofbusiness on the record date for such stock dividend.     (c) Effective Date and Term of Plan. The Plan shall become effective on the date onwhich it is adopted by the Board. No Awards shall be granted under the Plan after the completionof ten years from the earlier of (i) the date on which the Plan was adopted by the Board or (ii)the date the Plan was approved by the Company’s stockholders, but Awards previously granted mayextend beyond that date.     (d) Amendment of Plan. The Board may amend, suspend or terminate the Plan or anyportion thereof at any time; provided that, to the extent required by Section 162(m), no Awardgranted to a Participant that is intended to comply with Section 162(m) after the date of suchamendment shall become exercisable, realizable or vested, as applicable to such Award, unless anduntil such amendment shall have been approved by the Company’s stockholders if required by Section162(m) (including the vote required under Section 162(m)); and provided further that, withoutapproval of the Company’s stockholders, no amendment may (i) increase the number of sharesauthorized under the Plan (other than pursuant to Section 9), (ii) materially increase the benefitsprovided under the Plan, (iii) materially expand the class of participants eligible to participatein the Plan, (iv) expand the types of Awards provided under the Plan or (v) make any other changesthat require stockholder approval under the rules of the Nasdaq National Market, Inc. In addition,if at any time the approval of the Company’s stockholders is required as to any other modificationor amendment under Section 422 of the Code or any successor provision with respect to IncentiveStock Options, the Board may not effect such modification or amendment without such approval.     (e) Authorization of Sub-Plans. The Board may from time to time establish one or moresub-plans under the Plan for purposes of satisfying applicable blue sky, securities or tax laws ofvarious jurisdictions. The Board shall establish such sub-plans by adopting supplements to thisPlan containing (i) such limitations on the Board’s discretion under the Plan as the Board deemsnecessary or desirable or (ii) such additional terms and conditions not otherwise inconsistent withthe Plan as the Board shall deem necessary or desirable. All supplements adopted by the Boardshall be deemed to be part of the Plan, but each supplement shall apply only to Participants withinthe affected jurisdiction and the Company shall not be required to provide copies of any supplementto Participants in any jurisdiction which is not the subject of such supplement.     (f) Provisions for Foreign Participants. The Board may modify Awards or Optionsgranted to Participants who are foreign nationals or employed outside the United States or
-15-

 
establish subplans or procedures under the Plan to recognize differences in laws, rules,regulations or customs of such foreign jurisdictions with respect to tax, securities, currency,employee benefit or other matters.     (g) Compliance With Code Section 409A. No Award shall provide for deferral ofcompensation that does not comply with Section 409A of the Code, unless the Board, at the time ofgrant, specifically provides that the Award is not intended to comply with Section 409A of theCode.     (h) Governing Law. The provisions of the Plan and all Awards made hereunder shall begoverned by and interpreted in accordance with the laws of the State of Delaware, without regard toany applicable conflicts of law.Adopted by the Board of Directors on March 3, 2004Approved by the Stockholders on April 23, 2004Amended and Restated by the Board of Directors on March 21, 2005Approved by Stockholders on May 19, 2005Amended by the Board of Directors on February 22, 2006Approved by Stockholders on June 14, 2006
-16-