SENESCO
TECHNOLOGIES, INC.

     

    2008 INCENTIVE COMPENSATION
PLAN

    


    (As
Amended and Restated May 25, 2010)

    


    ARTICLE
ONE

    


    GENERAL
PROVISIONS

     

    I.             PURPOSE OF THE
PLAN

     

    This 2008
Incentive Compensation Plan (the “Plan”) is intended to promote the interests of
Senesco Technologies, Inc., a Delaware corporation, by providing eligible
persons in the Corporation’s service with the opportunity to participate in one
or more cash or equity incentive compensation programs designed to encourage
them to continue their service relationship with the Corporation.

     

    The Plan
serves as the successor to the Corporation’s 1998 Stock Incentive Plan (the
“Predecessor Plan”), and no further awards shall be granted under the
Predecessor Plan after the Plan Effective Date. All awards outstanding under the
Predecessor Plan on the Plan Effective Date shall continue to be governed solely
by the terms of the documents evidencing such award, and no provision of the
Plan shall be deemed to affect or otherwise modify the rights or obligations of
the holders of such transferred awards.

     

    Capitalized
terms shall have the meanings assigned to such terms in the attached
Appendix.

     

    II.           TYPES OF AWARDS

     

    Awards
may be made under the Plan in the form of (i) options, (ii) stock
appreciation rights, (iii) stock awards, (iv) restricted stock units,
(v) cash awards, (vi) performance units, and (vii) dividend equivalent
rights.

     

    III.          ADMINISTRATION OF THE
PLAN

     

    A.          The
Compensation Committee shall have sole and exclusive authority to administer the
Plan with respect to Section 16 Insiders. Administration of the Plan with
respect to all other persons eligible to participate in the Plan may, at the
Board’s discretion, be vested in the Compensation Committee or a Secondary Board
Committee, or the Board may retain the power to administer those programs with
respect to such persons.

     

    B.           Members
of the Compensation Committee or any Secondary Board Committee shall serve for
such period of time as the Board may determine and may be removed by the Board
at any time. The Board may also at any time terminate the functions of any
Secondary Board Committee and reassume all powers and authority previously
delegated to such committee.

     

    C.           To
the extent permitted by and consistent with applicable law, the Board may
delegate to one or more executive officers the power to grant awards to
employees other than Section 16 Insiders.

     

    D.          Each
Plan Administrator shall, within the scope of its administrative functions under
the Plan, have full power and authority (subject to the provisions of the Plan)
to establish such rules and regulations as it may deem appropriate for proper
administration of the Plan and to make such determinations under, and issue such
interpretations of, the provisions of the Plan and any outstanding Awards
thereunder as it may deem necessary or advisable. Decisions of the Plan
Administrator within the scope of its administrative functions under the Plan
shall be final and binding on all parties who have an interest in the Plan under
its jurisdiction or any Award thereunder.
 

    
      
         


      

      
         


        
          

        

      

      
         


      

    


    E.           Service
as a Plan Administrator by the members of the Compensation Committee or the
Secondary Board Committee shall constitute service as Board members, and the
members of each such committee shall accordingly be entitled to full
indemnification and reimbursement as Board members for their service on such
committee. No member of the Compensation Committee or the Secondary Board
Committee shall be liable for any act or omission made in good faith with
respect to the Plan or any Award thereunder.

     

    IV.          ELIGIBILITY

     

    A.          The
persons eligible to participate in the Plan are as follows:

     

    (i)           Employees,

     

    (ii)          non-employee
members of the Board or the board of directors of any Parent or Subsidiary,
and

     

    (iii)         consultants
and other independent advisors who provide services to the Corporation (or any
Parent or Subsidiary).

     

    B.           The
Plan Administrator shall have full authority to determine which eligible persons
are to receive Awards under the Plan, the time or times when those Awards are to
be made, the number of shares to be covered by each such Award, the time or
times when the Award is to become exercisable, the status of an option for
federal tax purposes, the maximum term for which an option or stock appreciation
right is to remain outstanding, the vesting and issuance schedules applicable to
the shares which are the subject of the Award, the cash consideration (if any)
payable for those shares and the form (cash or shares of Common Stock) in which
the Award is to be settled and, with respect to performance–based Awards, the
performance objectives for each such Award, the amounts payable at designated
levels of attained performance, any applicable service vesting requirements, and
the payout schedule for each such Award.

     

    V.           STOCK SUBJECT TO THE
PLAN

     

    A.           The
stock issuable under the Plan shall be shares of authorized but unissued or
reacquired Common Stock, including shares repurchased by the Corporation on the
open market. The number of shares of Common Stock initially reserved for
issuance over the term of the Plan shall be limited to Eleven Million One
Hundred and Thirty Seven Thousand Two Hundred (11,137,200)
shares.  Such reserve shall consist of (i) the number of shares
of Common Stock estimated to remain available for issuance, as of the Plan
Effective Date, under the Predecessor Plan as last approved by the Corporation’s
stockholders (excluding shares subject to outstanding awards under the
Predecessor Plan), plus (ii) an additional increase of four million
(4,000,000) shares plus (iii) an additional increase of five million (5,000,000)
shares approved by the Board on March 25, 2010, subject to stockholder approval
at the Annual Meeting. To the extent any options or restricted stock units
outstanding under the Predecessor Plan on the Plan Effective Date expire or
terminate unexercised or without the issuance of shares thereunder, the number
of shares of Common Stock subject to those expired or terminated options and
restricted stock units at the time of expiration or termination shall be added
to the share reserve under this Plan and shall accordingly be available for
issuance hereunder, up to a maximum of an additional one million (1,000,000)
shares.

     

    B.           The
maximum number of shares of Common Stock which may be issued pursuant to
Incentive Options granted under the Plan shall not exceed nine million one
hundred and thirty nine thousand seventy three (9,139,073) shares increased by
up to one million (1,000,000) shares for any increase in the share reserve by
reason of the termination of awards under the Predecessor Plan.

     

    C.           Each
person participating in the Plan shall be subject the following
limitations:

     

    (i)           for
Awards denominated in shares of Common Stock (whether payable in Common Stock,
cash or a combination of both), the maximum number of shares of Common Stock for
which such Awards may be made to such person in any calendar year shall not
exceed one million (1,000,000) shares of Common Stock in the aggregate,
and

     


    
      
         


      

      
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    (ii)           for
Awards denominated in dollars (whether payable in cash, Common Stock or a
combination of both), the maximum dollar amount for which such Awards may be
made in the aggregate to such person shall not exceed one million Dollars
($1,000,000) per calendar year within the applicable service or performance
measurement period.

     

    D.           Shares
of Common Stock subject to outstanding Awards made under the Plan (including
Awards transferred to this Plan from the Predecessor Plan) shall be available
for subsequent issuance under the Plan to the extent those Awards expire or
terminate for any reason prior to the issuance of the shares of Common Stock
subject to those Awards. Unvested shares issued under the Plan and subsequently
forfeited or repurchased by the Corporation, at a price per share not greater
than the original issue price paid per share, pursuant to the Corporation’s
repurchase rights under the Plan shall be added back to the number of shares of
Common Stock reserved for issuance under the Plan and shall accordingly be
available for subsequent reissuance. Should the exercise price of an option
under the Plan be paid with shares of Common Stock, then the authorized reserve
of Common Stock under the Plan shall be reduced only by the net number of shares
issued under the exercised stock option and not by the gross number of shares
for which that option is exercised. Upon the exercise of any stock appreciation
right under the Plan, the share reserve shall be reduced only by the net number
of shares actually issued by the Corporation upon such exercise and not by the
gross number of shares as to which such right is exercised. If shares of Common
Stock otherwise issuable under the Plan are withheld by the Corporation in
satisfaction of the withholding taxes incurred in connection with the exercise,
vesting or settlement of an Award, then the number of shares of Common Stock
available for issuance under the Plan shall be reduced by the net number of
shares issued after such share withholding.

     

    E.           Should
any change be made to the Common Stock by reason of any stock split, stock
dividend, recapitalization, combination of shares, exchange of shares, spin-off
transaction or other change affecting the outstanding Common Stock as a class
without the Corporation’s receipt of consideration, or should the value of
outstanding shares of Common Stock be substantially reduced as a result of a
spin-off transaction or an extraordinary dividend or distribution, or should
there occur any merger, consolidation or other reorganization, then equitable
adjustments shall be made by the Plan Administrator to (i) the maximum
number and/or class of securities issuable under the Plan, (ii) the maximum
number and/or class of securities by which the share reserve under the Plan may
increase by reason of the expiration or termination of options or restricted
stock units under the Predecessor Plan, (iii) the maximum number and/or
class of securities that may be issued under the Plan pursuant to Incentive
Options, (iv) the maximum number and/or class of securities for which any one
person may be granted Common Stock-denominated Awards under the Plan per
calendar year, (v) the number and/or class of securities and the exercise
or base price per share in effect under each outstanding award under the Plan
and the cash consideration (if any) payable per share, and (vi) the number
and/or class of securities subject to the Corporation’s outstanding repurchase
rights under the Plan and the repurchase price payable per share. The
adjustments shall be made in such manner as the Plan Administrator deems
appropriate in order to prevent the dilution or enlargement of benefits under
the Plan and the outstanding Awards thereunder, and such adjustments shall be
final, binding and conclusive. In the event of a Change in Control, however, the
adjustments (if any) shall be made solely in accordance with the applicable
provisions of the Plan governing Change in Control transactions.

     

    F.           Outstanding
Awards granted pursuant to the Plan shall in no way affect the right of the
Corporation to adjust, reclassify, reorganize or otherwise change its capital or
business structure or to merge, consolidate, dissolve, liquidate or sell or
transfer all or any part of its business or assets.

     

    
      
         


      

      
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    ARTICLE
TWO


     

    AWARDS

     

    I.             OPTIONS

     

    A.           Authority.
The Plan Administrator shall have full power and authority, exercisable in its
sole discretion, to grant Incentive Options and Nonstatutory Options evidenced
by one or more Award Agreements in the form approved by the Plan Administrator;
provided, however, that each such agreement shall comply with the terms
specified below. Each agreement evidencing an Incentive Option shall, in
addition, be subject to the provisions of Section H below.

     

    B.           Exercise
Price.

     

    (i)           The
exercise price per share shall be fixed by the Plan Administrator; provided,
however, that such exercise price shall not be less than one hundred
percent (100%) of the Fair Market Value per share of Common Stock on the grant
date.

     

    (ii)          The
exercise price shall become immediately due upon exercise of the option and
shall, subject to the provisions of the documents evidencing the option, be
payable in one or more of the forms specified below:

     

    (1)           cash
or check made payable to the Corporation,

     

    (2)           shares
of Common Stock (whether delivered in the form of actual stock certificates or
through attestation of ownership) held for the requisite period (if any)
necessary to avoid any resulting charge to the Corporation’s earnings for
financial reporting purposes and valued at Fair Market Value on the Exercise
Date, or

     

    (3)           to
the extent the option is exercised for vested shares of Common Stock, through a
special sale and remittance procedure pursuant to which the Participant shall
concurrently provide instructions to (a) a brokerage firm (reasonably
satisfactory to the Corporation for purposes of administering such procedure in
compliance with the Corporation’s pre-clearance/pre-notification policies) to
effect the immediate sale of the purchased shares and remit to the Corporation,
out of the sale proceeds available on the settlement date, sufficient funds to
cover the aggregate exercise price payable for the purchased shares plus all
applicable income and employment taxes required to be withheld by the
Corporation by reason of such exercise and (b) the Corporation to deliver
the certificates for the purchased shares directly to such brokerage firm
on such settlement date in order to complete the sale.

     

    Except to
the extent such sale and remittance procedure is utilized, payment of the
exercise price for the purchased shares must be made on the Exercise
Date.

     

    C.           Exercise
and Term of Options. Each option shall be
exercisable at such time or times, during such period and for such number of
shares as shall be determined by the Plan Administrator and set forth in the
Award Agreements evidencing the option. However, no option shall have a term in
excess of ten (10) years measured from the option grant
date.

     

    D.           Effect of
Termination of Service.

     

    (i)           The
following provisions shall govern the exercise of any options that are
outstanding at the time of the Participant’s cessation of Service or
death:

     

    (1)           Any
option outstanding at the time of the Participant’s cessation of Service for any
reason shall remain exercisable for such period of time thereafter as shall be
determined by the Plan Administrator and set forth in the documents evidencing
the option, but no such option shall be exercisable after the expiration of the
option term.

     


    
      
         


      

      
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    (2)           Any
option held by the Participant at the time of the Participant’s death and
exercisable in whole or in part at that time may be subsequently exercised by
the personal representative of the Participant’s estate or by the person or
persons to whom the option is transferred pursuant to the Participant’s will or
the laws of inheritance or by the Participant’s designated beneficiary or
beneficiaries of that option.

     

    (3)           Should
the Participant’s Service be terminated for Misconduct or should the Participant
otherwise engage in Misconduct while holding one or more outstanding options
granted under this Article Two, then all of those options shall terminate
immediately and cease to be outstanding.

     

    (4)           During
the applicable post-Service exercise period, the option may not be exercised for
more than the number of vested shares for which the option is at the time
exercisable; provided,
however, that one or more options may be structured so that those options
continue to vest in whole or part during the applicable post-Service exercise
period. Upon the expiration of the applicable exercise period or (if earlier)
upon the expiration of the option term, the option shall terminate and cease to
be outstanding for any shares for which the option has not been
exercised.

     

    (ii)          The
Plan Administrator shall have complete discretion, exercisable either at the
time an option is granted or at any time while the option remains outstanding,
to:

     

    (1)           extend
the period of time for which the option is to remain exercisable following the
Participant’s cessation of Service from the limited exercise period otherwise in
effect for that option to such greater period of time as the Plan Administrator
shall deem appropriate, but in no event beyond the expiration of the option
term;

     

    (2)           include
an automatic extension provision whereby the specified post-Service exercise
period in effect for any option shall automatically be
extended by an additional period of time equal in duration to any interval
within the specified post-Service exercise period during which the exercise of
that option or the immediate sale of the shares acquired under such option could
not be effected in compliance with applicable federal and state securities laws,
but in no event shall such an extension result in the continuation of such
option beyond the expiration date of the term of that option;
and/or

     

    (3)           permit
the option to be exercised, during the applicable post-Service exercise period,
not only with respect to the number of vested shares of Common Stock for which
such option is exercisable at the time of the Participant’s cessation of Service
but also with respect to one or more additional installments in which the
Participant would have vested had the Participant continued in
Service.

     

    E.           Stockholder
Rights. The
holder of an option shall have no stockholder rights with respect to the shares
subject to the option until such person shall have exercised the option, paid
the exercise price and become a holder of record of the purchased
shares.

     

    F.           Repurchase
Rights. The Plan
Administrator shall have the discretion to grant options which are exercisable
for unvested shares of Common Stock. Should the Participant cease Service while
such shares are unvested, the Corporation shall have the right to repurchase any
or all of those unvested shares at a price per share equal to the lower of
(i) the exercise price paid per share or (ii) the Fair Market Value
per share of Common Stock at the time of repurchase. The terms upon which such
repurchase right shall be exercisable (including the period and procedure for
exercise and the appropriate vesting schedule for the purchased shares) shall be
established by the Plan Administrator and set forth in the document evidencing
such repurchase right.

     

    
      
         


      

      
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    G.           Transferability
of Options. The transferability of options granted under the Plan shall
be governed by the following provisions:

     

    (i)           Incentive
Options: During the lifetime of the Participant, Incentive Options shall
be exercisable only by the Participant and shall not be assignable or
transferable other than by will or the laws of inheritance following the
Participant’s death.

     

    (ii)          Non-Statutory
Options. Non-Statutory Options shall be subject to the same limitation on
transfer as Incentive Options, except that the Plan Administrator may structure
one or more Non-Statutory Options so that the option may be assigned in whole or
in part during the Participant’s lifetime. The assigned portion may only be
exercised by the person or persons who acquire a proprietary interest in the
option pursuant to the assignment. The terms applicable to the assigned portion
shall be the same as those in effect for the option immediately prior to such
assignment and shall be set forth in such documents issued to the assignee as
the Plan Administrator may deem appropriate.

     

    (iii)         Beneficiary
Designation.
Notwithstanding the foregoing, the Participant may designate one or more persons
as the beneficiary or beneficiaries of his or her outstanding options, and those
options shall, in accordance with such designation, automatically be transferred to such beneficiary or beneficiaries upon the
Participant’s death while holding those options. Such beneficiary or
beneficiaries shall take the transferred options subject to all the terms and
conditions of the applicable agreement evidencing each such transferred option,
including (without limitation) the limited time period during which the option
may be exercised following the Participant’s death.

     

    H.           Incentive
Options. The terms specified below shall be applicable to all Incentive
Options.

     

    (i)           Eligibility.
Incentive Options may only be granted to Employees.

     

    (ii)          Dollar
Limitation. The aggregate Fair Market Value of the shares of Common Stock
(determined as of the respective date or dates of grant) for which one or more
options granted to any Employee under the Plan (or any other option plan of the
Corporation or any Parent or Subsidiary) may for the first time become
exercisable as Incentive Options during any one calendar year shall not exceed
the sum of One Hundred Thousand Dollars ($100,000).

     

    To the
extent the Employee holds two (2) or more such options which become
exercisable for the first time in the same calendar year, then for purposes of
the foregoing limitations on the exercisability of those options as Incentive
Options, such options shall be deemed to become first exercisable in that
calendar year on the basis of the chronological order in which they were
granted, except to the extent otherwise provided under applicable law or
regulation.

     

    (iii)          10%
Stockholder. If any Employee to whom an Incentive Option is granted is a
10% Stockholder, then the exercise price per share shall not be less than one
hundred ten percent (110%) of the Fair Market Value per share of Common Stock on
the option grant date, and the option term shall not exceed five (5) years
measured from the option grant date.

     

    I.           
Prohibition
on Repricing Programs.  The Plan Administrator shall not (i)
implement any cancellation/regrant program pursuant to which outstanding options
or stock appreciation rights under the Plan are cancelled and new options or
stock appreciation rights are granted in replacement with a lower exercise price
per share, (ii) cancel outstanding options or stock appreciation rights under
the Plan with exercise or base prices per share in excess of the then current
Fair Market Value per share of Common Stock for consideration payable in equity
securities of the Corporation, or (iii) otherwise directly reduce the exercise
price in effect for outstanding options or stock appreciation rights under the
Plan, without in each such instance obtaining stockholder approval.

     

    
      
         


      

      
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    II.           STOCK APPRECIATION
RIGHTS

     

    A.           Authority.
The Plan Administrator shall have full power and authority, exercisable in its
sole discretion, to grant stock appreciation rights evidenced by one or more
Award Agreements in the form approved by the Plan Administrator which complies
with the terms specified below.

     

    B.           Types.
Two types of stock appreciation rights shall be authorized for issuance under
this Section II: (i) tandem stock appreciation rights (“Tandem
Rights”) and (ii) stand-alone stock appreciation rights (“Stand-alone
Rights”).

     

    C.           Tandem
Rights. The following terms and conditions shall govern the grant and
exercise of Tandem Rights.

     

    (i)           One
or more Participants may be granted a Tandem Right, exercisable upon such terms
and conditions as the Plan Administrator may establish, to elect between the
exercise of the underlying option for shares of Common Stock or the surrender of
that option in exchange for a distribution from the Corporation in an amount
equal to the excess of (i) the Fair Market Value (on the
option surrender date) of the number of shares in which the Participant is at
the time vested under the surrendered option (or surrendered portion thereof)
over (ii) the aggregate exercise price payable for such vested
shares.

     

    (ii)          Any
distribution to which the Participant becomes entitled upon the exercise of a
Tandem Right may be made in (i) shares of Common Stock valued at Fair
Market Value on the option surrender date, (ii) cash or (iii) a
combination of cash and shares of Common Stock, as specified in the applicable
Award agreement.

     

    D.           Stand-Alone
Rights. The following terms and conditions shall govern the grant and
exercise of Stand-alone Rights:

     

    (i)           One
or more Participants may be granted a Stand-alone Right not tied to any
underlying option. The Stand-alone Right shall relate to a specified number of
shares of Common Stock and shall be exercisable upon such terms and conditions
as the Plan Administrator may establish. In no event, however, may the
Stand-alone Right have a maximum term in excess of ten (10) years measured
from the grant date.

     

    (ii)          Upon
exercise of the Stand-alone Right, the holder shall be entitled to receive a
distribution from the Corporation in an amount equal to the excess of
(i) the aggregate Fair Market Value (on the exercise date) of the shares of
Common Stock underlying the exercised right over (ii) the aggregate base
price in effect for those shares.

     

    (iii)         The
number of shares of Common Stock underlying each Stand-alone Right and the base
price in effect for those shares shall be determined by the Plan Administrator
in its sole discretion at the time the Stand-alone Right is granted. In no
event, however, may the base price per share be less than the Fair Market Value
per underlying share of Common Stock on the grant date.

     

    (iv)         Stand-alone
Rights shall be subject to the same transferability restrictions applicable to
Non-Statutory Options and may not be transferred during the holder’s lifetime,
except to the extent otherwise provided in the applicable Award Agreement. In
addition, one or more beneficiaries may be designated for an outstanding
Stand-alone Right in accordance with substantially the same terms and provisions
as set forth in Section I.F of this Article.

     

    (v)          The
distribution with respect to an exercised Stand-alone Right may be made in
(i) shares of Common Stock valued at Fair Market Value on the exercise
date, (ii) cash or (iii) a combination of cash and shares of Common
Stock, as specified in the applicable Award agreement.

     

    
      
         


      

      
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    (vi)          The
holder of a Stand-alone Right shall have no stockholder rights with respect to
the shares subject to the Stand-alone Right unless and until such person shall
have exercised the Stand-alone Right and become a holder of record of the shares
of Common Stock issued upon the exercise of such Stand-alone Right.

     

    E.           Post-Service
Exercise. The provisions governing the exercise of Tandem and Stand-alone
Rights following the cessation of the Participant’s Service shall be
substantially the same as those set forth in Section I.C. of this Article
for the options granted under the Plan, and the Plan
Administrator’s discretionary authority under Section I.C.(ii) of this
Article shall also extend to any outstanding Tandem or Stand-alone Appreciation
Rights.

     

    III.          STOCK AWARDS

     

    A.           Authority.
The Plan Administrator shall have full power and authority, exercisable in its
sole discretion, to grant stock awards either as vested or unvested shares of
Common Stock, through direct and immediate issuances.  Each stock
award shall be evidenced by one or more Award Agreements in the form approved by
the Plan Administrator; provided, however, that each such agreement shall comply
with the terms specified below.

     

    B.           Issue
Price/Consideration.

     

    (i)           Shares
of Common Stock may be issued under a stock award for a price per share fixed by
the Plan Administrator at the time of the Award, but in no event shall such
issue price be less than one hundred percent (100%) of the Fair Market Value per
share of Common Stock on the Award date.

     

    (ii)          Shares
of Common Stock may be issued under a stock award for any of the following items
of consideration which the Plan Administrator may deem appropriate in each
individual instance:

     

    (1)           cash;

     

    (2)           past
services rendered or to be rendered the Corporation (or any Parent or
Subsidiary); or

     

    (3)           any
other valid consideration under the State in which the Corporation is at the
time incorporated.

     

    C.           Vesting
Provisions.

     

    (i)           Stock
awards may, in the discretion of the Plan Administrator, be fully and
immediately vested upon issuance as a bonus for Service rendered or may vest in
one or more installments over the Participant’s period of Service and/or upon
the attainment of specified performance objectives. The elements of the vesting
schedule applicable to any stock award shall be determined by the Plan
Administrator and incorporated into the Award Agreement.

     

    (ii)          The
Plan Administrator shall also have the discretionary authority, consistent with
Code Section 162(m), to structure one or more stock awards so that the
shares of Common Stock subject to those Awards shall vest upon the achievement
of pre-established performance objectives based on one or more Performance Goals
and measured over the performance period specified by the Plan Administrator at
the time of the grant of the Award.

     

    (iii)         Should
the Participant cease to remain in Service while holding one or more unvested
shares of Common Stock issued under a stock award or should the performance
objectives not be attained with respect to one or more such unvested shares of
Common Stock, then those shares shall be immediately surrendered to the
Corporation for cancellation, and the Participant shall have
no further stockholder rights with respect to those shares. To the extent the
surrendered shares were previously issued to the Participant for consideration
paid in cash or cash equivalent, the Corporation shall repay to the Participant
the lower of
(i) the cash consideration paid for the surrendered shares or (ii) the
Fair Market Value of those shares at the time of cancellation.

     

    
      
         


      

      
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    (iv)           The
Plan Administrator may in its discretion waive the surrender and cancellation of
one or more unvested shares of Common Stock which would otherwise occur upon the
cessation of the Participant’s Service or the non-attainment of the performance
objectives applicable to those shares. Any such waiver shall result in the
immediate vesting of the Participant’s interest in the shares of Common Stock as
to which the waiver applies. Such waiver may be effected at any time, whether
before or after the Participant’s cessation of Service or the attainment or
non-attainment of the applicable performance objectives. However, no vesting
requirements tied to the attainment of performance objectives may be waived with
respect to shares which were intended at the time of issuance to qualify as
performance-based compensation under Code Section 162(m), except in the
event of the Participant’s Involuntary Termination with respect to Awards made
prior to January 1, 2009 or as otherwise provided in Section VIII of
this Article.

     

    (v)           Any
new, substituted or additional securities or other property (including money
paid other than as a regular cash dividend) which the Participant may have the
right to receive with respect to the Participant’s unvested shares of Common
Stock by reason of any stock dividend, stock split, recapitalization,
combination of shares, exchange of shares, spin-off transaction, extraordinary
dividend or distribution or other change
affecting the outstanding Common Stock as a class without the Corporation’s
receipt of consideration shall be issued subject to (i) the same vesting
requirements applicable to the Participant’s unvested shares of Common Stock and
(ii) such escrow arrangements as the Plan Administrator shall deem
appropriate, unless and to the extent the Plan Administrator determines at the
time to vest and distribute such securities or other property. Equitable
adjustments to reflect each such transaction shall also be made by the Plan
Administrator to the repurchase price payable per share by the Corporation for
any unvested securities subject to its existing repurchase rights under the
Plan; provided the aggregate repurchase price shall in each instance remain the
same.

     

    D.           Stockholder
Rights. The Participant shall have full stockholder rights with respect
to any shares of Common Stock issued to the Participant under a stock award,
whether or not the Participant’s interest in those shares is vested.
Accordingly, the Participant shall have the right to vote such shares and to
receive any dividends paid on such shares, subject to any applicable vesting
requirements.

     

    IV.          RESTRICTED STOCK
UNITS

     

    A.           Authority.
The Plan Administrator shall have the full power and authority, exercisable in
its sole discretion, to grant restricted stock units which entitle the
Participants to receive the shares underlying those Awards upon vesting or upon
the expiration of a designated time period following the vesting of those
Awards.  Each award of restricted stock units shall be evidenced by
one or more Award Agreements in the form approved by the Plan Administrator;
provided, however, that each such agreement shall comply with the terms
specified below.

     

    B.           Vesting
Provisions.

     

    (i)           Restricted
stock units may, in the discretion of the Plan Administrator, vest in one or
more installments over the Participant’s period of Service or upon the
attainment of specified performance objectives.

     

    (ii)          The
Plan Administrator shall also have the discretionary authority, consistent with
Code Section 162(m), to structure one or more restricted stock unit awards
so that the shares of Common Stock subject to those Awards shall vest (or vest
and become issuable) upon the achievement of pre-established performance
objectives based on one or more Performance Goals and measured over the
performance period specified by the Plan Administrator at the time of the grant
of the Award.

     

    
      
         


      

      
        A-9

        
          

        

      

      
         


      

    


    (iii)           Outstanding
restricted stock units shall automatically terminate, and no shares of Common
Stock shall actually be issued in satisfaction of those Awards, if the
performance goals or Service requirements established for those Awards are not
attained or satisfied. The Plan Administrator, however, shall have the
discretionary authority to issue vested shares of Common Stock under one or more
outstanding Awards of restricted stock units as to which the designated
performance goals or Service requirements have not been attained or satisfied.
However, no vesting requirements tied to the attainment of performance goals may
be waived with respect to Awards which were intended, at the time those Awards
were granted, to qualify as performance-based compensation under Code
Section 162(m), except in the event of the Participant’s Involuntary
Termination with respect to Awards made prior to January 1, 2009 or as
otherwise provided in Section VIII of this Article.

     

    C.           Stockholder
Rights. The Participant shall not have any stockholder rights with
respect to the shares of Common Stock subject to a restricted stock unit award
until that award vests and the shares of Common Stock are actually issued
thereunder. However, dividend-equivalent units may be paid or credited, either
in cash or in actual or phantom shares of Common Stock, on outstanding
restricted stock unit awards, subject to such terms and conditions as the Plan
Administrator may deem appropriate.

     

    V.           CASH AWARDS

     

    A.           Authority.
The Plan Administrator shall have the full power and authority, exercisable in
its sole discretion, to make cash incentive awards which are to vest in one or
more installments over the Participant’s continued Service with the Corporation
or upon the attainment of specified performance goals. Each such cash award
shall be evidenced by one or more Award Agreements in the form approved by the
Plan Administrator; provided
however, that each such agreement shall comply with the terms specified
below.

     

    B.           Vesting
Provisions.

     

    (i)           The
elements of the vesting schedule applicable to each cash award shall be
determined by the Plan Administrator and incorporated into the Award
Agreement.

     

    (ii)          The
Plan Administrator shall also have the discretionary authority, consistent with
Code Section 162(m), to structure one or more cash awards so that those
Awards shall vest upon the achievement of pre-established
corporate performance objectives based upon one or more Performance Goals and
measured over the performance period specified by the Plan Administrator at the
time of grant of the Award.

     

    (iii)         Outstanding
cash awards shall automatically terminate, and no cash payment or other
consideration shall be due the holders of those Awards, if the performance goals
or Service requirements established for the Awards are not attained or
satisfied. The Plan Administrator may, however, in its discretion waive the
termination of one or more unvested cash awards which would otherwise occur upon
the cessation of the Participant’s Service or the non-attainment of the
performance objectives applicable to those Awards. Any such waiver shall result
in the immediate vesting of the Participant’s interest in the cash award as to
which the waiver applies. Such wavier may be effected at any time, whether
before or after the Participant’s cessation of Service or the attainment or
non-attainment of the applicable performance objectives. However, no vesting
requirements tied to the attainment of performance goals may be waived with
respect to awards which were intended, at the time those awards were granted, to
qualify as performance-based compensation under Code Section 162(m), except
in the event of the Participant’s Involuntary Termination with respect to Awards
made prior to January 1, 2009 or as otherwise provided in Section VIII
of this Article.

     

    C.           Payment.
Cash awards which become due and payable following the attainment of the
applicable performance goals or satisfaction of the applicable Service
requirement (or the waiver of such goals or Service requirement) may be paid in
(i) cash, (ii) shares of Common Stock valued at Fair Market Value on
the payment date or (iii) a combination of cash and shares of Common Stock
as the Plan Administrator shall determine.

     

    VI.          PERFORMANCE UNIT
AWARDS

     

    A.           Authority.
The Plan Administrator shall have full power and authority, exercisable in its
sole discretion, to grant performance unit awards in accordance with the terms
of this Section VI. Each performance unit award shall be evidenced by one
or more Award Agreements in the form approved by the Plan Administrator; provided
however, that each such agreement shall comply with the terms specified
below.


    
      
         


      

      
        A-10

        
          

        

      

      
         


      

    


    B.           Bonus
Pool. A performance unit shall represent a participating interest in a
special bonus pool tied to the attainment of pre-established performance
objectives based on one or more Performance Goals. The amount of the bonus pool
may vary with the level at which the applicable performance objectives are
attained, and the value of each Performance Unit which becomes due and payable
upon the attained level of performance shall be determined by dividing the
amount of the resulting bonus pool (if any) by the total number of Performance
Units issued and outstanding at the completion of the applicable performance
period.

     

    C.           Service
Requirement. Performance units may also be structured to include a
Service requirement which the Participant must satisfy following the completion
of the performance period in order to vest in the performance units awarded with
respect to that performance period.

     

    D.           Payment.
Performance units which become due and payable following the attainment of the
applicable performance objectives and the satisfaction of any applicable Service requirement may be paid in (i) cash,
(ii) shares of Common Stock valued at Fair Market Value on the payment date
or (iii) a combination of cash and shares of Common Stock, as determined by
the Plan Administrator in its sole discretion and set forth in the Award
Agreement.

     

    VII.         DIVIDEND EQUIVALENT
RIGHTS

     

    A.           Authority.
The Plan Administrator shall have the discretionary authority to grant dividend
equivalent rights in accordance with the terms of this Section VII. Each
such Award shall be evidenced by one or more Award Agreements in the form
approved by the Plan Administrator; provided however, that each such agreement
shall comply with the terms specified below.

     

    B.           Terms.
The dividend equivalent rights may be granted as stand-alone awards or in tandem
with other Awards made under the Plan. The term of each dividend equivalent
right award shall be established by the Plan Administrator at the time of grant,
but no such Award shall have a term in excess of ten
(10) years.

     

    C.           Entitlement.  Each
dividend equivalent right shall represent the right to receive the economic
equivalent of each dividend or distribution, whether in cash, securities or
other property (other than shares of Common Stock), which is made per issued and
outstanding share of Common Stock during the term the dividend equivalent right
remains outstanding.  A special account on the books of the
Corporation shall be maintained for each Participant to whom a dividend
equivalent right is granted, and that account shall be credited per dividend
equivalent right with each such dividend or distribution made per issued and
outstanding share of Common Stock during the term of that dividend equivalent
right remains outstanding.

     

    D.           Timing of
Payment.  Payment of the amounts credited to such book account
may be made to the Participant either concurrently with the actual dividend or
distribution made per issued and outstanding share of Common Stock or may be
deferred for a period specified by the Plan Administrator at the time the
dividend equivalent right is initially granted or (to the extent permitted by
the Plan Administrator) designated by the Participant pursuant to a timely
deferral election made in accordance with the requirements of Code
Section 409A.

     

    E.           Form of
Payment.  Payment of the amounts due with respect to dividend
equivalent rights may be made in (i) cash, (ii) shares of Common Stock
or (iii) a combination of cash and shares of Common Stock, as determined by
the Plan Administrator in its sole discretion and set forth in the Award
Agreement.  If payment is to be made in the form of Common Stock, the
number of shares of Common Stock into which the cash dividend or distribution
amounts are to be converted for purposes of the Participant’s book account may
be based on the Fair Market Value per share of Common Stock on the date of
conversion, a prior date or an average of the Fair Market Value per share of
Common Stock over a designated period, as determined by the Plan Administrator
in its sole discretion.


    
      
         


      

      
        A-11

        
          

        

      

      
         


      

    


    VIII.        EFFECT OF CHANGE IN
CONTROL

     

    A.           In
the event of an actual Change in Control transaction, each option, stock
appreciation right and restricted stock unit award outstanding at that time
under the Plan but not otherwise fully vested shall automatically accelerate,
immediately prior to the effective date of that Change in Control, as to all the
shares of Common Stock at the time subject to such Award, unless (i) such
Award is to be assumed  or substituted with an equivalent award by the
successor corporation (or parent thereof) or is otherwise to continue in full
force and effect pursuant to the terms of the Change in Control transaction or
(ii) such Award is replaced with a cash retention program of the successor
corporation that preserves the spread existing at the time of the Change in
Control on the shares of Common Stock as to which the Award is not otherwise at
that time vested and exercisable and provides for the subsequent vesting and
payout of that spread in accordance with the same exercise/vesting schedule
applicable to those shares but only if such replacement cash program does not
result in the treatment of the Award as an item of deferred compensation subject
to Code Section 409A, or (iii) the acceleration of such Award is subject to
other limitations imposed by the Plan Administrator.

     

    B.           All
outstanding repurchase rights shall automatically terminate, and the shares of
Common Stock subject to those terminated rights shall vest in full, immediately prior to the effective date of an actual Change in
Control transaction, except to the extent (i) those repurchase rights are
to be assigned to the successor corporation (or parent thereof) or are otherwise
to continue in full force and effect pursuant to the terms of the Change in
Control transaction or (ii) such accelerated vesting is precluded by other
limitations imposed by the Plan Administrator.

     

    C.           Immediately
following the consummation of the Change in Control, all outstanding options,
stock appreciation rights and restricted stock unit awards shall terminate and
cease to be outstanding, except to the extent assumed by the successor
corporation (or parent thereof) or otherwise continued in full force and effect
pursuant to the terms of the Change in Control transaction.

     

    D.           Each
Award denominated in shares of Common Stock which is assumed in connection with
a Change in Control or otherwise continued in effect shall be appropriately
adjusted, immediately after such Change in Control, to apply to the number and
class of securities into which the shares of Common Stock subject to that Award
would have been converted in consummation of such Change in Control had those
shares actually been outstanding at that time. Appropriate adjustments to
reflect such Change in Control shall also be made to (i) the exercise or
base price or cash consideration payable per share in effect under each
outstanding Award, provided the
aggregate exercise or base price or cash consideration in effect for such
securities shall remain the same, (ii) the maximum number and/or class of
securities available for issuance over the remaining term of the Plan,
(iii) the maximum number and/or class of securities for which any one
person may be granted Common Stock-denominated Awards under the Plan per
calendar year and (iv) the number and/or class of securities subject to the
Corporation’s outstanding repurchase rights under the Plan and the repurchase
price payable per share. To the extent the actual holders of the Corporation’s
outstanding Common Stock receive cash consideration for their Common Stock in
consummation of the Change in Control, the successor corporation may, in
connection with the assumption or continuation of the outstanding Awards under
the Plan and subject to the Plan Administrator’s approval, substitute, for the
securities underlying those assumed Awards, one or more shares of its own common
stock with a fair market value equivalent to the cash consideration paid per
share of Common Stock in such Change in Control transaction, provided such
common stock is readily traded on an established U.S. securities exchange or
market.

     

    E.           The
Plan Administrator shall have the discretionary authority to structure one or
more outstanding Awards so that those Awards shall, immediately prior to the
effective date of an actual Change in Control transaction, vest as to all the
shares of Common Stock at the time subject to those Awards, whether or not those
Awards are to be assumed in the Change in Control transaction or otherwise
continued in effect. In addition, the Plan Administrator shall have the
discretionary authority to structure one or more of the Corporation’s repurchase
rights so that those rights shall terminate immediately prior to the effective
date of an actual Change in Control transaction, and the shares subject to those
terminated rights shall thereupon vest in full.


    
      
         


      

      
        A-12

        
          

        

      

      
         


      

    


    F.           The
Plan Administrator shall have full power and authority to structure one or more
outstanding Awards so that those Awards shall vest as to all the shares of
Common Stock at the time subject to those Awards in the event the Participant’s
Service is subsequently terminated by reason of an Involuntary Termination
within a designated period following the effective date of any
Change in Control transaction in which those Awards do not otherwise vest on an
accelerated basis. In addition, the Plan Administrator may structure one or more
of the Corporation’s repurchase rights so that those rights shall immediately
terminate with respect to any shares held by the Participant at the time of such
Involuntary Termination, and the shares subject to those terminated repurchase
rights shall accordingly vest in full at that time.

     

    G.           The
portion of any Incentive Option accelerated in connection with a Change in
Control shall remain exercisable as an Incentive Option only to the extent the
applicable One Hundred Thousand Dollar ($100,000) limitation is not exceeded. To
the extent such dollar limitation is exceeded, the accelerated portion of such
option shall be exercisable as a Non-statutory Option under the Federal tax
laws.

     

    H.           The
Plan Administrator shall have the discretionary authority to structure one or
more cash, performance unit and dividend equivalent right awards so that such
Awards shall automatically vest in whole or in part immediately prior to the
effective date of an actual Change in Control transaction or upon the subsequent
termination of the Participant’s Service by reason of an Involuntary Termination
within a designated period following the effective date of such Change in
Control.

     

    I.           The
Plan Administrator’s authority under Paragraphs E, F and H of this
Section VIII shall also extend to any Awards intended to qualify as
performance-based compensation under Code Section 162(m), even though the
automatic vesting of those Awards pursuant to Paragraphs E, F and H of this
Section VIII may result in their loss of performance-based status under
Code Section 162(m).

     

    ARTICLE
THREE


     

    MISCELLANEOUS

     

    I.             DEFERRED
COMPENSATION

     

    A.           The
Plan Administrator may, in its sole discretion, structure one or more Awards
(other than options and stock appreciation rights) so that the Participants may
be provided with an election to defer the compensation associated with those
Awards for federal income tax purposes. Any such deferral opportunity shall
comply with all applicable requirements of Code Section 409A.

     

    B.           To
the extent the Corporation maintains one or more separate non-qualified deferred
compensation arrangements which allow the participants the opportunity to make
notional investments of their deferred account balances in shares of Common
Stock, the Plan Administrator may authorize the share reserve under the Plan to
serve as the source of any shares of Common Stock that become payable under
those deferred compensation arrangements. In such event, the share reserve under
the Plan shall be reduced on a share-for-one share basis for each share of
Common Stock issued under the Plan in settlement of the deferred compensation
owed under those separate arrangements.

     

    II.           TAX
WITHHOLDING

     

    A.           The
Corporation’s obligation to deliver shares of Common Stock upon the exercise,
issuance or vesting of an Award under the Plan shall be subject to the
satisfaction of all applicable income and employment tax withholding
requirements.

     

    B.           The
Plan Administrator may, in its discretion, provide Participants to whom Awards
are made under the Plan with the right to use shares of Common Stock in
satisfaction of all or part of the Withholding Taxes to which such holders may
become subject in connection with the exercise, issuance or vesting of those
Awards or the issuance of shares of Common Stock thereunder. Such right may be
provided to any such holder in either or both of the following
formats:

     

    
      
         


      

      
        A-13

        
          

        

      

      
         


      

    


    (i)           Stock
Withholding: The election to have the Corporation withhold, from the
shares of Common Stock otherwise issuable upon the issuance, exercise or vesting
of such Award or the issuance of shares of Common Stock thereunder, a portion of
those shares with an aggregate Fair Market Value equal to the percentage of the
Withholding Taxes (not to exceed one hundred percent (100%)) designated by such
individual. The shares of Common Stock so withheld shall not reduce the number
of shares of Common Stock authorized for issuance under the Plan.

     

    (ii)          Stock
Delivery: The election to deliver to the Corporation, at the time of the
issuance, exercise or vesting of such Award or the issuance of shares of Common
Stock thereunder, one or more shares of Common Stock previously acquired by such
individual (other than in connection with the exercise, share issuance or share
vesting triggering the Withholding Taxes) with an aggregate Fair Market Value
equal to the percentage of the Withholding Taxes (not to exceed one hundred
percent (100%)) designated by the individual. The shares of Common Stock so
delivered shall neither reduce the number of shares of Common Stock authorized
for issuance under the Plan nor be added to the number of shares of Common Stock
authorized for issuance under the Plan.

     

    III.          SHARE
ESCROW/LEGENDS

     

    Unvested
shares may, in the Plan Administrator’s discretion, be held in escrow by the
Corporation until the Participant’s interest in such shares vests or may be
issued directly to the Participant with restrictive legends on the certificates
evidencing those unvested shares.

     

    IV.          EFFECTIVE DATE AND TERM OF THE
PLAN

     

    A.           The
Plan shall become effective on the Plan Effective Date.

     

    B.           The
Plan shall terminate upon the earliest
to occur of (i) September 22, 2018, (ii) the date on which all shares
available for issuance under the Plan shall have been issued as fully vested shares or (iii) the termination of all
outstanding Awards in connection with a Change in Control. Should the Plan
terminate on September 22, 2018, then all Awards outstanding at that time shall
continue to have force and effect in accordance with the provisions of the
documents evidencing those Awards.

     

    V.           AMENDMENT OF THE
PLAN

     

    A.           The
Board shall have complete and exclusive power and authority to amend or modify
the Plan in any or all respects, subject to stockholder approval to the extent
required under applicable law or regulation or pursuant to the listing standards
of the Stock Exchange on which the Common Stock is at the time primarily traded.
However, no such amendment or modification shall adversely affect the rights and
obligations with respect to Awards at the time outstanding under the Plan unless
the Participant consents to such amendment or modification.

     

    B.           The
Compensation Committee shall have the discretionary authority to adopt and
implement from time to time such addenda or subplans to the Plan as it may deem
necessary in order to bring the Plan into compliance with applicable laws and
regulations of any foreign jurisdictions in which Awards are to be made under
the Plan and/or to obtain favorable tax treatment in those foreign jurisdictions
for the individuals to whom the Awards are made.

     

    C.           Awards
may be made under the Plan that involve shares of Common Stock in excess of the
number of shares then available for issuance under the Plan, provided no shares
shall actually be issued pursuant to those Awards until the number of shares of
Common Stock available for issuance under the Plan is sufficiently increased by
stockholder approval of an amendment of the Plan authorizing such increase. If
such stockholder approval is not obtained within twelve (12) months after
the date the first excess Award is made, then all Awards granted on the basis of
such excess shares shall terminate and cease to be outstanding.

     

    
      
         


      

      
        A-14

        
          

        

      

      
         


      

    


    VI.          USE OF PROCEEDS

     

    Any cash
proceeds received by the Corporation from the sale of shares of Common Stock
under the Plan shall be used for general corporate purposes.

     

    VII.         REGULATORY
APPROVALS

     

    A.           The
implementation of the Plan, the granting of any Award under the Plan and the
issuance of any shares of Common Stock in connection with the issuance, exercise
or vesting of any Award under the Plan shall be subject to the Corporation’s
procurement of all approvals and permits required by regulatory authorities
having jurisdiction over the Plan, the Awards made under the Plan and the shares
of Common Stock issuable pursuant to those Awards.

     

    B.           No
shares of Common Stock or other assets shall be issued or delivered under the
Plan unless and until there shall have been compliance with all applicable
requirements of applicable securities laws, including the filing and
effectiveness of the Form S-8 registration statement for the shares of Common
Stock issuable under the Plan, and all applicable listing requirements of any
Stock Exchange on which Common Stock is then listed for trading.

     

    VIII.        NO EMPLOYMENT/SERVICE
RIGHTS

     

    Nothing
in the Plan shall confer upon the Participant any right to continue in Service
for any period of specific duration or interfere with or otherwise restrict in
any way the rights of the Corporation (or any Parent or Subsidiary employing or
retaining such person) or of the Participant, which rights are hereby expressly
reserved by each, to terminate such person’s Service at any time for any reason,
with or without cause.

     

    
      
         


      

      
        A-15

        
          

        

      

      
         


      

    


    APPENDIX

     

    The
following definitions shall be in effect under the Plan:

     

    A.           Award
shall mean any of the following awards authorized for issuance or grant under
the Plan: options, stock appreciation rights, stock awards, restricted stock
units, performance units, dividend equivalent rights and cash incentive
awards.

     

    B.           Award
Agreement shall mean the written agreement(s) between the Corporation and
the Participant evidencing a particular Award made to that individual under the
Plan, as such agreement(s) may be in effect from time to time.

     

    C.           Board
shall mean the Corporation’s Board of Directors.

     

    D.           Change in
Control shall, with respect to each Award made under the Plan, be defined
in accordance with the following provisions:

     

    (i)           Change
in Control shall have the meaning assigned to such term in the Award Agreement
for the particular Award or in any other agreement incorporated by reference
into the Award Agreement for purposes of defining such term.

     

    (ii)          In
the absence of any other Change in Control definition in the Award Agreement (or
in any other agreement incorporated by reference into the Award Agreement),
Change in Control shall mean a change in ownership or control of the Corporation
effected through any of the following transactions:

     

    a.           a
merger, consolidation or other reorganization approved by the Corporation’s
stockholders, unless securities
representing more than fifty percent (50%) of the total combined voting power of
the voting securities of the successor corporation are immediately thereafter
beneficially owned, directly or indirectly and in substantially the same
proportion, by the persons who beneficially owned the Corporation’s outstanding
voting securities immediately prior to such transaction,

     

    b.           a
sale, transfer or other disposition of all or substantially all of the
Corporation’s assets, or

     

    c.           the
closing of any transaction or series of related transactions pursuant to which
any person or any group of persons comprising a “group” within the meaning of
Rule 13d-5(b)(1) of the 1934 Act (other than the Corporation or a person
that, prior to such transaction or series of related transactions, directly or
indirectly controls, is controlled by or is under common control with, the
Corporation) becomes directly or indirectly (whether as a result of a single
acquisition or by reason of one or more acquisitions within the twelve
(12)-month period ending with the most recent acquisition) the beneficial owner
(within the meaning of Rule 13d-3 of the 1934 Act) of
securities possessing (or convertible into or exercisable for securities
possessing) fifty percent (50%) or more of the total combined voting power of
the Corporation’s securities (as measured in terms of the power to vote with
respect to the election of Board members) outstanding immediately after the
consummation of such transaction or series of related transactions, whether such
transaction involves a direct issuance from the Corporation or the acquisition
of outstanding securities held by one or more of the Corporation’s existing
stockholders.

     

    d.           a
change in the composition of the Board over a period of twelve (12) consecutive
months or less such that a majority of the Board members ceases, by reason of
one or more contested elections for Board membership, to be comprised of
individuals who either (A) have been Board members continuously since the
beginning of such period or (B) have been elected or nominated for election as
Board members during such period by at least a majority of the Board members
described in clause (A) who were still in office at the time the Board approved
such election or nomination.

     

    E.           Code
shall mean the Internal Revenue Code of 1986, as amended.

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    


    F.           Common
Stock shall mean the Corporation’s Common Stock.

     

    G.           Compensation
Committee shall mean the Compensation Committee of the Board comprised of
two (2) or more non-employee Board members.

     

    H.           Corporation
shall mean Senesco Technologies, Inc., a Delaware corporation, and any corporate
successor to all or substantially all of the assets or voting stock of Senesco
Technologies, Inc. which has by appropriate action assumed the
Plan.

     

    I.          
 Employee
shall mean an individual who is in the employ of the Corporation (or any Parent
or Subsidiary, whether now existing or subsequently established), subject to the
control and direction of the employer entity as to both the work to be performed
and the manner and method of performance.

     

    J.           
Exercise
Date shall mean the date on which the Corporation shall have received
written notice of the option exercise.

     

    K.           Fair
Market Value per share of Common Stock on any relevant date shall be the
closing selling price per share of Common Stock at the close of regular hours
trading (i.e., before after-hours trading begins) on date on question on the
Stock Exchange serving as the primary market for the Common Stock, as such price
is reported by the National Association of Securities Dealers (if primarily
traded on the Nasdaq Global or Global Select Market) or as officially quoted in
the composite tape of transactions on any other Stock Exchange on which the
Common Stock is then primarily traded. If there is no closing selling price for
the Common Stock on the date in question, then the Fair Market Value shall be
the closing selling price on the last preceding date for which such quotation
exists.

     

    L.           Good
Reason shall, with respect to each Award made under the Plan, be defined
in accordance with the following provisions:

     

    (i)           Good
Reason shall have the meaning assigned to such term in the Award Agreement for
the particular Award or in any other agreement incorporated by reference into
the Award Agreement for purposes of defining such term.

     

    (ii)          In
the absence of any other Good Reason definition in the Award Agreement (or in
any other agreement incorporated by reference into the Award Agreement), Good
Reason shall mean an individual’s voluntary resignation following (A) a
change in his or her position with the Corporation (or any Parent or Subsidiary)
which materially reduces his or her duties, responsibilities or authority,
(B) a material diminution in the duties, responsibilities or authority of
the person to whom such individual reports, (C) a material reduction in
such individual’s level of base compensation, with a reduction of more than
fifteen percent (15%) to be deemed material for such purpose, or (D) a
material relocation of such individual’s place of employment, with a relocation
of more than fifty (50) miles to be deemed material for such purpose, provided,
however, that a resignation for Good Reason may be effected only after
(i) the individual provides written notice to the Corporation of the event
or transaction constituting grounds for such resignation within sixty
(60) days after the occurrence of that event or transaction and
(ii) the Corporation fails to take the requisite remedial action with
respect to such event or transaction within thirty (30) days after receipt
of such notice.

     

    M.           Incentive
Option shall mean an option which satisfies the requirements of Code
Section 422.

     

    N.           Involuntary
Termination shall, with respect to each Award made under the Plan, be
defined in accordance with the following provisions:

     

    (i)           Involuntary
Termination shall have the meaning assigned to such term in the Award Agreement
for the particular Award or in any other agreement incorporated by reference
into the Award Agreement for purposes of defining such term.

     


    
      
         


      

      
        2

        
          

        

      

      
         


      

    


    (ii)          In
the absence of any other Involuntary Termination definition in the Award
Agreement (or in any other agreement incorporated by reference into the Award
Agreement), Involuntary Termination shall mean such individual’s involuntary
dismissal or discharge by the Corporation (or any Parent or Subsidiary) for
reasons other than Misconduct, or such individual’s voluntary resignation for
Good Reason.

     

    O.           Misconduct
shall, with respect to each Award made under the Plan, be defined in accordance
with the following provisions:

     

    (i)           Misconduct
shall have the meaning assigned to such term in the Award Agreement for the
particular Award or in any other agreement incorporated by reference into the
Award Agreement for purposes of defining such term.

     

    (ii)          In
the absence of any other Misconduct definition in the Award Agreement for a
particular Award (or in any other agreement incorporated by reference into the
Award Agreement), Misconduct shall mean the commission of any
act of fraud, embezzlement or dishonesty by the Participant, any unauthorized
use or disclosure by such person of confidential information or trade secrets of
the Corporation (or any Parent or Subsidiary), or any other intentional
misconduct by such person adversely affecting the business or affairs of the
Corporation (or any Parent or Subsidiary) in a material manner. The foregoing
definition shall not in any way preclude or restrict the right of the
Corporation (or any Parent or Subsidiary) to discharge or dismiss any
Participant or other person in the Service of the Corporation (or any Parent or
Subsidiary) for any other acts or omissions, but such other acts or omissions
shall not be deemed, for purposes of the Plan, to constitute grounds for
termination for Misconduct.

     

    P.           1934
Act shall mean the Securities Exchange Act of 1934, as
amended.

     

    Q.          Non-Statutory
Option shall mean an option not intended to satisfy the requirements of
Code Section 422.

     

    R.           Parent
shall mean any corporation (other than the Corporation) in an unbroken chain of
corporations ending with the Corporation, provided each corporation in the
unbroken chain (other than the Corporation) owns, at the time of the
determination, stock possessing fifty percent (50%) or more of the total
combined voting power of all classes of stock in one of the other corporations
in such chain.

     

    S.           Participant
shall mean any person who is granted an Award under the Plan.

     

    T.           Performance
Goals shall
mean any of the following performance criteria upon which the vesting of one or
more Awards under the Plan may be based: (i) pre-tax or after-tax earnings,
profit or net income, (ii) revenue or revenue growth, (iii) earnings
per share, (iv) return on assets, capital or stockholder equity,
(v) total stockholder return, (vi) gross or net profit margin,
(vii) cash flow, (viii) earnings or operating income before interest,
taxes, depreciation, amortization and/or charges for stock-based compensation,
(ix) market share, (x) increases in customer base, (xi) operating
income, net operating income or net operating income after recorded tax expense;
(xii) operating profit, net operating profit or net operating profit after
recorded tax expense, (xiii) operating margin, (xiv) cost reductions
or other expense control objectives, (xv) market price of the Common Stock,
whether measured in absolute terms or in relationship to earnings or operating
income, (xvi) budget objectives and research and development milestones,
(xvii) working capital, (xviii) mergers, acquisitions or divestitures
or (xix) measures of customer satisfaction. Each performance criteria may
be based upon the attainment of specified levels of the Corporation’s
performance under one or more of the measures described above relative to the
performance of other entities and may also be based on the performance of any of
the Corporation’s business units or divisions or any Parent or Subsidiary. Each
applicable Performance Goal may include a minimum threshold level of performance
below which no Award will be earned, levels of performance at which specified
portions of an Award will be earned and a maximum level of performance at which
an Award will be fully earned. Each applicable Performance Goal may be
structured at the time of the Award to provide for appropriate adjustment for
one or more of the following items: (A) asset impairments or write-downs;
(B) litigation judgments or claim settlements; (C) the effect of changes in
tax law, accounting principles or other such laws or provisions affecting reported results; (D) accruals for
reorganization and restructuring programs; (E) any extraordinary
nonrecurring items as described in Accounting Principles Board Opinion
No. 30 and/or in management’s discussion and analysis of financial
condition and results of operations appearing in the Corporation’s annual report
to shareholders for the applicable year; (F) the operations of any business
acquired by the Corporation or any Parent or Subsidiary or of any joint venture
in which the Corporation or any Parent or Subsidiary participates; (G) the
divestiture of one or more business operations or the assets thereof; or
(H) the costs incurred in connection with such acquisitions or
divestitures.

     

    
      
         


      

      
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    U.          Permanent
Disability or Permanently Disabled shall, with respect to each Award made
under the Plan, be defined in accordance with the following
provisions:

     

    (i)           Permanent
Disability or Permanently Disabled shall have the meaning assigned to such term
in the Award Agreement for the particular Award or in any other agreement
incorporated by reference into the Award Agreement for purposes of defining such
term.

     

    (ii)          In
the absence of any other definition of Permanent Disability or Permanently
Disabled in the Award Agreement for a particular Award (or in any other
agreement incorporated by reference into the Award Agreement), Permanent
Disability or Permanently Disabled shall mean the inability of the Participant
to engage in any substantial gainful activity by reason of any medically
determinable physical or mental impairment expected to result in death or to be
of continuous duration of twelve (12) months or more.

     

    V.           Plan
shall mean the Corporation’s 2008 Incentive Compensation Plan, as set forth in
this document.

     

    W.         Plan
Administrator shall mean the particular entity or individual, whether the
Compensation Committee (or subcommittee thereof), the Board, the Secondary Board
Committee or executive officer authorized to administer the Plan with respect to
one or more classes of eligible persons, to the extent such entity or individual
is carrying out its administrative functions under the Plan with respect to the
persons under the jurisdiction of such entity or individual.

     

    X.           Plan
Effective Date shall mean the date upon which the Plan shall be approved
by the Corporation’s stockholders.

     

    Y.           Predecessor
Plan shall mean the Corporation’s 1998 Stock Incentive Plan in effect
immediately prior to the Plan Effective Date hereunder.

     

    Z.           Secondary
Board Committee shall mean a committee of one or more Board members
appointed by the Board to administer the Plan with respect to eligible persons
other than Section 16 Insiders.

     

    AA.       Section 16
Insider shall mean an officer or director of the Corporation subject to
the short-swing profit liabilities of Section 16 of the 1934
Act.

     

    BB.        Service
shall, with respect to each Award made under the Plan, be defined in accordance
with the following provisions:

     

    (i)           Service
shall have the meaning assigned to such term in the Award Agreement for the
particular Award or in any other agreement incorporated by reference into the
Award Agreement for purposes of defining such term.

     

    (ii)          In
the absence of any other definition of Service in the Award Agreement for a
particular Award (or in any other agreement incorporated by reference into the
Award Agreement), Service shall mean the performance of services for the
Corporation (or any Parent or Subsidiary, whether now existing or subsequently
established) by a person in the capacity of an Employee, a non-employee member
of the board of directors or a consultant or independent advisor, except to the
extent otherwise specifically provided in the documents evidencing the option
grant or stock issuance. For purposes of this particular definition of Service,
a Participant shall be deemed to cease Service immediately upon the occurrence
of the either of the following events: (i) the Participant no longer
performs services in any of the foregoing capacities for the Corporation or any
Parent or Subsidiary or (ii) the entity for which the Participant is
performing such services ceases to remain a Parent or Subsidiary of the
Corporation, even though the Participant may subsequently continue to perform
services for that entity.

     

    
      
         


      

      
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    (iii)         Service
shall not be deemed to cease during a period of military leave, sick leave or
other personal leave approved by the Corporation; provided,
however, that should such leave of absence exceed three (3) months,
then for purposes of determining the period within which an Incentive Option may
be exercised as such under the federal tax laws, the Participant’s Service shall
be deemed to cease on the first day immediately following the expiration of such
three (3)-month period, unless Participant is provided with the right to return
to Service following such leave either by statute or by written contract. Except
to the extent otherwise required by law or expressly authorized by the Plan
Administrator or by the Corporation’s written policy on leaves of absence, no
Service credit shall be given for vesting purposes for any period the
Participant is on a leave of absence.

     

    CC.        Stock
Exchange shall mean the American Stock Exchange, the Nasdaq Global or
Global Select Market or the New York Stock Exchange.

     

    DD.       Subsidiary
shall mean any corporation (other than the Corporation) in an unbroken chain of
corporations beginning with the Corporation, provided each corporation (other
than the last corporation) in the unbroken chain owns, at the time of the
determination, stock possessing fifty percent (50%) or more of the total
combined voting power of all classes of stock in one of the other corporations
in such chain.

     

    EE.         10%
Stockholder shall mean the owner of stock (as determined under Code
Section 424(d)) possessing more than ten percent (10%) of the total
combined voting power of all classes of stock of the Corporation (or any Parent
or Subsidiary).

     

    FF.         Withholding
Taxes shall mean the applicable federal, state and foreign income and
employment withholding taxes and other payments to which the holder of an Award
under the Plan may become subject in connection with the issuance, exercise or
vesting of that Award or the issuance of shares of Common Stock
thereunder.

     

    
      
         


      

      
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