ACORN
ENERGY, INC.

    2006
STOCK INCENTIVE PLAN

    (as
amended and restated effective June 10, 2010)

     

    ARTICLE
1.       ESTABLISHMENT, PURPOSE, AND
DURATION

     

    1.1         ESTABLISHMENT. 
Acorn Energy, Inc., a Delaware corporation (the “Company”), establishes an
incentive compensation plan to be known as the 2006 Stock Incentive Plan (the
“Plan”), as set forth in this document.

     

    The Plan
permits the grant of Cash-Based Awards, Nonqualified Options, Incentive Options,
Share Appreciation Rights (SARs), Restricted Shares, Restricted Share Units,
Performance Shares, Performance Units, and Other Share-Based
Awards.

     

    The Plan
originally became effective upon Board approval on February 8, 2007 (the
“Effective Date”) and shall remain in effect as provided in Section 1.3
hereof.  Amendments to and a restatement of the Plan were approved by the
Board in September 2008, which amendments and restatement were approved by the
shareholders of the Company in November 2008. On February 17, 2010, the Board
approved amendment and restatement of the Plan effective June 10, 2010, subject
to shareholder approval on that date, to increase the aggregate number of shares
available for (i) all awards under the Plan by 1,000,000 to 1,665,000 and (ii)
awards of Incentive Options by 800,000 to 1,000,000.  No awards of
Performance-Based Compensation shall be made prior to the Shareholder Approval
Date.

     

    1.2         PURPOSE
OF THE PLAN.  The purpose of the Plan is to provide a means whereby
Employees, Directors, and Third Party Service Providers of the Company develop a
sense of proprietorship and personal involvement in the development and
financial success of the Company, and to encourage them to devote their best
efforts to the business of the Company, thereby advancing the interests of the
Company and its shareholders.  A further purpose of the Plan is to provide
a means through which the Company may attract able individuals to become
Employees or serve as Directors, or Third Party Service Providers of the Company
and to provide a means whereby those individuals upon whom the responsibilities
of the successful administration and management of the Company are of
importance, can acquire and maintain stock ownership, thereby strengthening
their concern for the welfare of the Company.

     

    1.
3       DURATION OF THE PLAN.  Unless
sooner terminated as provided herein, the Plan shall terminate ten (10) years
from the Effective Date.  After the Plan is terminated, no Awards may be
granted but Awards previously granted shall remain outstanding in accordance
with their applicable terms and conditions and the Plan’s terms and conditions.
 Notwithstanding the foregoing, no Incentive Options may
be granted more than ten (10) years after the earlier of (a) adoption of
the Plan by the Board, and (b) the Effective Date.

     

    ARTICLE
2.       DEFINITIONS

     

    Whenever
used in the Plan, the following terms shall have the meanings set forth below,
and when the meaning is intended, the initial letter of the word shall be
capitalized.

     

    2.1         “AFFILIATE”
shall have the meaning ascribed to such term in Rule 12b-2 of the General Rules
and Regulations of the Exchange Act.

     

    2.2         “ANNUAL
AWARD LIMIT” OR “ANNUAL AWARD LIMITS” have the meaning set forth in Section
4.3.


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    2.3           “AWARD”
means, individually or collectively, a grant under this Plan of Cash-Based
Awards, Nonqualified Options, Incentive Options, SARs, Restricted Shares,
Restricted Share Units, Performance Shares, Performance Units, or Other
Share-Based Awards, in each case subject to the terms of this Plan.

     

    2.4           “AWARD
AGREEMENT” means either (i) a written agreement entered into by the Company and
a Participant setting forth the terms and provisions applicable to an Award
granted under this Plan, or (ii) a written statement issued by the Company to a
Participant describing the terms and provisions of such Award.

     

    2.5           “BENEFICIAL
OWNER” or “BENEFICIAL OWNERSHIP” shall have the meaning ascribed to such term in
Rule 13d-3 of the General Rules and Regulations under the Exchange
Act.

     

    2.6           “BOARD”
or “BOARD OF DIRECTORS” means the Board of Directors of the
Company.

     

    2.7           “CASH-BASED
AWARD” means an Award granted to a Participant as described in Article
10.

     

    2.8           “CODE”
means the U.S. Internal Revenue Code of 1986, as amended from time to
time.

     

    2.9           “COMMITTEE”
means the committee designated by the Board to administer this Plan, if such
committee has been designated.  In the absence of a designated committee
the Board shall serve the committee function, and all references to Committee
shall refer to the Board acting in such capacity.  If established, the
committee shall consist of members appointed from time to time by, and serving
at the discretion of, the Board and, unless otherwise determined by the Board,
the committee shall consist of no fewer than two directors, each of whom is (i)
a “Non-Employee Director” within the meaning of Rule 16b-3 (or any successor
rule) of the Exchange Act, and (ii) an “outside director” within the meaning of
Section 162(m) of the Code.

     

    2.10         “COMPANY”
means Acorn Energy, Inc., a Delaware corporation, and any successor thereto as
provided in Article 20 herein.

     

    2.11         “COVERED
EMPLOYEE” means a Participant who is a “covered employee,” as defined in Code
Section 162(m) and the Treasury Regulations promulgated under Code Section
162(m), or any successor statute.

     

    2.12         “DIRECTOR”
means any individual who is a member of the Board of Directors of the
Company.

     

    2.13         “EFFECTIVE
DATE” has the meaning set forth in Section 1.1.

     

    2.14         “EMPLOYEE”
means any officer or employee of the Company, its Affiliates, and/or its
Subsidiaries.

     

    2.15         “EXCHANGE
ACT” means the Securities Exchange Act of 1934, as amended from time to time, or
any successor act thereto.

     

    2.16         “FAIR
MARKET VALUE” or “FMV” means a price that is equal to
the opening, closing, actual, high, low, or average selling prices
of a Share reported on the NASDAQ Stock Market or
other established stock exchange (or exchanges) on the applicable
date or the preceding trading day, as determined by the Committee in
its discretion.  Unless the Committee determines otherwise, if the Shares
are traded over-the-counter at the time a determination of its Fair Market
Value is required to be made hereunder, its Fair Market Value shall be deemed to
be equal to the last reported sale price or the average between the reported
high and low or closing bid and asked prices of a Share on the most recent date
on which Shares were publicly traded on the NASD OTC Bulletin Board, as
determined by the Committee in its discretion.  In the event Shares are not
publicly traded at the time a determination of their Fair Market Value is
required to be made hereunder, the determination of their Fair Market Value
shall be made by the Committee in such manner as it deems
appropriate.


    
      
         


      

      
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    Such
definition(s) of FMV shall be specified in each Award Agreement and may differ
depending on whether FMV is in reference to the grant, exercise, vesting,
settlement, or payout of an Award.

     

    2.17         “FULL
VALUE AWARD” means an Award other than in the form of an ISO, NQSO, or SAR, and
which is settled by the issuance of Shares.

     

    2.18         “FREESTANDING
SAR” means an SAR that is granted independently of any Options, as described in
Article 7.

     

    2.19         “GRANT
PRICE” means the price established at the time of grant of an SAR pursuant to
Article 7, used to determine whether there is any payment due upon exercise
of the SAR.

     

    2.20         “INCENTIVE
OPTION” or “ISO” means an Option to purchase Shares granted under Article 6 to
an Employee and that is designated as an Incentive Option and that is intended
to meet the requirements of Code Section 422, or any successor
provision.

     

    2.21         “INSIDER”
shall mean an individual who is, on the relevant date, an officer or Director of
the Company, or a more than ten percent (10%) Beneficial Owner of any class of
the Company’s equity securities that is registered pursuant to Section 12 of the
Exchange Act, as determined by the Board in accordance with Section 16 of the
Exchange Act.

     

    2.22         “NONEMPLOYEE
DIRECTOR” means a Director who is not an Employee.

     

    2.23         “NONEMPLOYEE
DIRECTOR AWARD” means any NQSO, SAR, or Full Value Award granted, whether
singly, in combination, or in tandem, to a Participant who is a Nonemployee
Director pursuant to such applicable terms, conditions, and limitations as the
Board or Committee may establish in accordance with this Plan.

     

    2.24         “NONQUALIFIED
OPTION” or “NQSO” means an Option that is not intended to meet the requirements
of Code Section 422, or that otherwise does not meet such
requirements.

     

    2.25         “OPTION”
means an Incentive Option or a Nonqualified Option, as described in Article
6.

     

    2.26         “OPTION
PRICE” means the price at which a Share may be purchased by a Participant
pursuant to an Option.

     

    2.27         “OTHER
SHARE-BASED AWARD” means an equity-based or equity-related Award not otherwise
described by the terms of this Plan, granted pursuant to Article
10.

     

    2.28         “PARTICIPANT”
means any eligible individual as set forth in Article 5 to whom an Award is
granted.

     

    2.29         “PERFORMANCE-BASED
COMPENSATION” means compensation under an Award that satisfies the requirements
of Section 162(m) of the Code and the applicable Treasury Regulations thereunder
for certain performance-based compensation paid to Covered
Employees.


    
      
         


      

      
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    2.30         “PERFORMANCE
MEASURES” means (i) those measures described in Section 11.3 hereof on which the
performance goals are based, or (ii) such other measures that have been approved
by the Company’s shareholders as contemplated by Article 11 of this Plan in
order to qualify Awards as Performance-Based Compensation.

     

    2.31         “PERFORMANCE
PERIOD” means the period of time during which the performance goals must be met
in order to determine the degree of payout and/or vesting with respect to an
Award.

     

    2.32         “PERFORMANCE
SHARE” means an Award granted under Article 9 herein and subject to the terms of
this Plan, denominated in Shares, the value of which at the time it is payable
is determined as a function of the extent to which corresponding performance
criteria have been achieved.

     

    2.33         “PERFORMANCE
UNIT” means an Award granted under Article 9 herein and subject to the terms of
this Plan, denominated in units, the value of which at the time it is payable is
determined as a function of the extent to which corresponding performance
criteria have been achieved.

     

    2.34         “PERIOD
OF RESTRICTION” means the period when Restricted Shares or Restricted Share
Units are subject to a substantial risk of forfeiture (based on the passage of
time, the achievement of performance goals, or upon the occurrence of other
events as determined by the Committee, in its discretion), as provided in
Article 8.

     

    2.35         “PERSON”
shall have the meaning ascribed to such term in Section 3(a)(9) of the Exchange
Act and used in Sections 13(d) and 14(d) thereof, including a “group” as defined
in Section 13(d) thereof.

     

    2.36         “PLAN”
means this 2006 Stock Incentive Plan, as it may hereinafter be amended or
restated.

     

    2.37         “PLAN
YEAR” means the Company’s fiscal year as may be in effect from time to
time.  The Company’s current fiscal year is the calendar year.

     

    2.38         “RESTRICTED
SHARES” means an Award granted to a Participant pursuant to Article
8.

     

    2.39         “RESTRICTED
SHARE UNIT” means an Award granted to a Participant pursuant to Article 8,
except no Shares are actually awarded to the Participant on the date of
grant.

     

    2.40         “SHARE”
or “SHARES” means the Company’s shares of common stock, par value $.01 per
share.

     

    2.41         “SHARE
APPRECIATION RIGHT” or “SAR” means an Award, designated as a SAR, pursuant to
the terms of Article 7 herein.

     

    2.42         “SUBSIDIARY”
means any corporation, partnership, limited liability company, or other entity,
whether domestic or foreign, in which the Company has or obtains, directly or
indirectly, an at least 20% interest or over which the Company exercises
significant influence.

     

    2.43         “SHAREHOLDER
APPROVAL DATE” means the date of the approval of the Plan by the shareholders of
the Company, if so submitted for approval.

     

    2.44         “TANDEM
SAR” means an SAR that is granted in connection with a related Option pursuant
to Article 7 herein, the exercise of which shall require forfeiture of the right
to purchase a Share under the related Option (and when a Share is purchased
under the Option, the Tandem SAR shall similarly be canceled).


    
      
         


      

      
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    2.45         “THIRD
PARTY SERVICE PROVIDER” means any consultant, agent, advisor, or independent
contractor who renders services to the Company, a Subsidiary, or an Affiliate
that (a) are not in connection with the offer and sale of the Company’s
securities in a capital raising transaction, and (b) do not directly or
indirectly promote or maintain a market for the Company’s
securities.

     

    2.46         “TREASURY
REGULATIONS” means the regulations promulgated under the Code.

     

    2.47         “WITHHOLDING
TAXES” means any federal, state, local or foreign income taxes, withholding
taxes, or employment taxes required to be withheld by law or
regulations.

     

    ARTICLE
3.       ADMINISTRATION

     

    3.1           GENERAL. 
The Committee shall be responsible for administering the Plan, subject to this
Article 3 and the other provisions of the Plan.  The Committee may employ
attorneys, consultants, accountants, agents, and other individuals, any of whom
may be an Employee, and the Committee, the Company, and its officers and
Directors shall be entitled to rely upon the advice, opinions, or valuations of
any such individuals.  All actions taken and all interpretations and
determinations made by the Committee shall be final and binding upon the
Participants, the Company, and all other interested individuals.

     

    3.2           AUTHORITY
OF THE COMMITTEE.  The Committee shall have full and exclusive
discretionary power to interpret the terms and the intent of the Plan and any
Award Agreement or other agreement or document ancillary to or in connection
with the Plan, to determine eligibility for Awards and to adopt such rules,
regulations, forms, instruments, and guidelines for administering the Plan as
the Committee may deem necessary or proper.  Such authority shall include,
but not be limited to, selecting Award recipients, establishing all Award terms
and conditions, including the terms and conditions set forth in Award
Agreements, and, subject to Article 17, adopting modifications and amendments to
the Plan or any Award Agreement, including without limitation, any that are
necessary to comply with the laws of the countries and other jurisdictions in
which the Company, its Affiliates, and/or its Subsidiaries operate.

     

    3.3           DELEGATION. 
The Committee may delegate to one or more of its members or to one or more
officers of the Company, and/or its Subsidiaries and Affiliates or to one or
more agents or advisors such administrative duties or powers as it may deem
advisable, and the Committee or any individual to whom it has delegated duties
or powers as aforesaid may employ one or more individuals to render advice with
respect to any responsibility the Committee or such individual may have under
the Plan.  The Committee may, by resolution, authorize one or more officers
of the Company to do one or more of the following on the same basis as can the
Committee:  (a) designate Employees to be recipients of Awards; (b)
designate Third Party Service Providers to be recipients of Awards; and (c)
determine the size of any such Awards; provided, however, (i) the Committee
shall not delegate such responsibilities to any such officer for Awards granted
to an Employee that is considered an Insider; (ii) the resolution providing such
authorization sets forth the total number of Awards such officer(s) may grant;
and (iii) the officer(s) shall report periodically to the Committee regarding
the nature and scope of the Awards granted pursuant to the authority
delegated.  Notwithstanding the foregoing, the Committee may not delegate
to any officer the ability to take any action or make any determination
regarding issues arising out of Code Section 162(m).

     

    ARTICLE
4.       SHARES SUBJECT TO THE PLAN AND
MAXIMUM AWARDS

     

    4.1           NUMBER
OF SHARES AVAILABLE FOR AWARDS.  Subject to adjustment as provided in
Section 4.4 herein, the maximum number of Shares available for issuance to
Participants under the Plan (the “Share Authorization”) shall be 665,000
Shares.


    
      
         


      

      
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    4.2         SHARE
USAGE.  Shares covered by an Award shall only be counted as used to the
extent they are actually issued.  Any Shares related to Awards which
terminate by expiration, forfeiture, cancellation, or otherwise without the
issuance of such Shares, are settled in cash in lieu of Shares, or are exchanged
with the Committee’s permission, prior to the issuance of Shares, for Awards not
involving Shares, shall be available again for grant under the Plan. 
Subject to the foregoing, the Committee shall have discretion to employ any
method of share counting it deems reasonable.  The Shares available for
issuance under the Plan may be authorized and unissued Shares or treasury
Shares.

     

    4.3         ANNUAL
AWARD LIMIT.  Unless and until the Committee determines that an Award to a
Covered Employee shall not be designed to qualify as Performance-Based
Compensation, the following limits (each an
“Annual Award Limit” and, collectively, “Annual Award
Limits”) shall apply to grants of such Awards under the Plan:

     

    (a)        OPTIONS: The
maximum aggregate number of Shares subject to Options granted in any one
Plan Year to any one Participant shall be 200,000 Shares.

     

    (b)       SARS: The
maximum number of Shares subject to Share Appreciation
Rights granted in any one Plan Year to any one Participant shall be 200,000
Shares.

     

    (c)        RESTRICTED SHARES
OR RESTRICTED SHARE UNITS: The maximum aggregate grant with
respect to Awards of Restricted Shares or Restricted Share Units
in any one Plan Year to any one Participant shall be 200,000.

     

    (d)       PERFORMANCE
UNITS OR PERFORMANCE SHARES: The maximum aggregate Award of Performance Units or
Performance Shares that any one Participant may receive in any one Plan Year
shall be 200,000 Shares (if such Award is payable in Shares), or equal to the
value of 200,000 Shares.  For this purpose, to the extent an Award is payable in
cash or property other than Shares, then such Award shall be treated as payable
in such number of Shares having a value equal to the value of the cash or
property (other than Shares) payable under such Award, determined as of the
earlier of the date of vesting or payout.

     

    (e)
       CASH-BASED AWARDS:  The
maximum aggregate amount awarded
or credited with respect to Cash-Based Awards to
any one Participant in any one Plan Year may not exceed a value of
$500,000.

     

    (f)        OTHER
SHARE-BASED AWARDS.  The maximum aggregate grant with respect to Other
Share-Based Awards pursuant to Section 10.2 in any one Plan Year to any one
Participant shall be 200,000 Shares.

     

    The
above Annual Award Limits are intended to comply with Code Section 162(m)
and the Treasury Regulations thereunder, and shall be applied and/or construed
in such a way to ensure compliance with Code Section 162(m) and the Treasury
Regulations thereunder.

     

    4.4         ADJUSTMENTS
IN AUTHORIZED SHARES, ETC.  In the event of any corporate event or
transaction (including, but not limited to, a change in the Shares of the
Company or the capitalization of the Company) such as a merger, consolidation,
reorganization, recapitalization, separation, stock dividend, stock split,
reverse stock split, split up, spin-off, or other distribution of stock or
property of the Company, combination of Shares, exchange of Shares (other than
pursuant to a conversion of convertible securities), dividend in kind, or other
like change in capital structure or distribution (other than normal cash
dividends) to shareholders of the Company, or any similar corporate event or
transaction, the Committee shall, proportionately and accordingly, in its sole
discretion, substitute and adjust, as applicable, the number and kind of shares
for which grants of Options and other Awards may be made under the Plan. 
In addition, the number and kind of shares subject to outstanding Awards, the
Option Price or Grant Price applicable to outstanding Awards, the Annual Award
Limits, and other value determinations applicable to outstanding Awards shall be
adjusted proportionately and accordingly by the Committee so as to prevent
dilution or enlargement of Participants’ rights under the Plan.


    
      
         


      

      
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    The
Committee, in its sole discretion, may also make appropriate adjustments in the
terms of any Awards under the Plan to reflect or related to such changes or
distributions and to modify any other terms of outstanding Awards, including
modifications of performance goals and changes in the length of Performance
Periods.  The determination of the Committee as to the foregoing
adjustments, if any, shall be conclusive and binding on Participants under the
Plan.

     

    Subject
to the provisions of Article 17, without affecting the number of Shares reserved
or available hereunder, the Committee may authorize the issuance or assumption
of benefits under this Plan in connection with any merger, consolidation,
spin-off, split-off, split-up, acquisition of property or stock, or
reorganization (collectively, a “Reorganization”) upon such terms and conditions
as it may deem appropriate, subject to compliance with the ISO rules under
Section 422 of the Code and the provisions of Section 409A of the Code, where
applicable.  Without limiting the foregoing, in the event of any
Reorganization, the Committee or the Board may cause any Award outstanding as of
the effective date of the Reorganization to be cancelled in consideration of a
cash payment or alternate Award made to the holder of such cancelled Award equal
in value to the fair market value of such cancelled Award; PROVIDED, HOWEVER,
that nothing in this Section 4.4 shall
permit the repricing, replacing or regranting of Options or SARs in violation of
the provisions of Section 409A of the Code.

     

    ARTICLE
5.       ELIGIBILITY AND
PARTICIPATION

     

    5.1           ELIGIBILITY. 
Individuals eligible to participate in this Plan include all Employees,
Directors, and Third Party Service Providers.

     

    5.2           ACTUAL
PARTICIPATION.  Subject to the provisions of the Plan, the Committee may,
from time to time, select from all eligible individuals, those individuals to
whom Awards shall be granted and shall determine, in its sole discretion, the
nature of, any and all terms permissible by law, and the amount of each
Award.

     

    ARTICLE
6.       OPTIONS

     

    6.1           GRANT
OF OPTIONS.  Subject to the terms and provisions of the Plan, Options may
be granted to Participants in such number, and upon such terms, and at any time
and from time to time as shall be determined by the Committee, in its sole
discretion; provided that ISOs may be granted only to eligible Employees of the
Company or of any parent or subsidiary corporation (as permitted by Section 422
of the Code and the Treasury Regulations thereunder).  ISOs may be granted
for the purchase of up to an aggregate of 1,000,000 Shares, subject to
adjustment as provided in Section 4.4.

     

    6.2           AWARD
AGREEMENT.  Each Option grant shall be evidenced by an Award Agreement that
shall specify the Option Price, the maximum duration of the Option, the number
of Shares to which the Option pertains, the conditions upon which an Option
shall become vested and exercisable, and such other provisions as the Committee
shall determine which are not inconsistent with the terms of the Plan.  The
Award Agreement also shall specify whether the Option is intended to be an ISO
or a NQSO.

     

    6.3           OPTION
PRICE.  The Option Price for each grant of an Option under this Plan shall
be as determined by the Committee and shall be specified in the Award
Agreement.  The Option Price shall be: (i) equal to 100% of the FMV of the
Shares on the date of grant or (ii) set at a premium to the FMV of the Shares on
the date of grant.


    
      
         


      

      
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    6.4         DURATION
OF OPTIONS.  Each Option granted to a Participant shall expire at such time
as the Committee shall determine at the time of grant; provided, however, no
Option shall be exercisable later than the tenth anniversary date of its
grant.  Notwithstanding the foregoing, for Options (other than ISOs)
granted to Participants outside the United States, the Committee has the
authority to grant Options that have a term greater than ten years.

     

    6.5         EXERCISE
OF OPTIONS.  Options granted under this Article 6 shall be exercisable at
such times and be subject to such restrictions and conditions as the Committee
shall in each instance approve, which terms and restrictions need not be the
same for each grant or for each Participant.

     

    6.6         PAYMENT. 
Options granted under this Article 6 shall be exercised by the delivery of a
notice of exercise to the Company or an agent designated by the Company in a
form specified or accepted by the Committee, or by complying with any
alternative procedures which may be authorized by the Committee, setting forth
the number of Shares with respect to which the Option is to be exercised,
accompanied by full payment for the Shares.

     

    A
condition of the issuance of the Shares as to which an Option shall be exercised
shall be the payment of the Option Price.  The Option Price of any Option
shall be payable to the Company in full either: (a) in cash or its equivalent,
(b)
by tendering (either by actual delivery or attestation) previously acquired
Shares having an aggregate Fair Market Value at the time of exercise equal
to the Option Price (provided that except as otherwise determined by
the Committee, the Shares that
are tendered must have been held by the Participant for
at least six months prior to their tender to satisfy the Option Price or
have been purchased on the open market); (c) by a combination of
(a) and (b); or (d) any other method approved or accepted by
the Committee in its sole discretion, including, without
limitation, if the Committee so determines, a cashless (broker-assisted)
exercise or net exercise.

     

    Subject
to any governing rules or regulations, as soon as practicable after receipt of
written notification of exercise and full payment (including satisfaction of any
applicable tax withholding), the Company shall deliver to the Participant
evidence of the purchased Shares, including upon the Participant’s request,
Share certificates in an appropriate amount based upon the number of Shares
purchased under the Option(s).

     

    Unless
otherwise determined by the Committee, all payments under all of the methods
indicated above shall be paid in United States dollars.

     

    6.7         RESTRICTIONS
ON SHARE TRANSFERABILITY.  The Committee may impose such restrictions on
any Shares acquired pursuant to the exercise of an Option granted under this
Article 6 as it may deem advisable, including, without limitation, minimum
holding period requirements, restrictions under applicable federal securities
laws, under the requirements of any stock exchange or market upon which such
Shares are then listed and/or traded, or under any blue sky or State securities
laws applicable to such Shares.

     

    6.8         TERMINATION
OF EMPLOYMENT.  Each Participant’s Award Agreement shall set forth the
extent to which the Participant shall have the right to exercise the Option
following termination of the Participant’s employment or provision of services
to the Company, its Affiliates, and/or its Subsidiaries, as the case may
be.  Such provisions shall be determined in the sole discretion of the
Committee, shall be included in the Award Agreement entered into with each
Participant, need not be uniform among all Options issued pursuant to this
Article 6, and may reflect distinctions based on the reasons for
termination.


    
      
         


      

      
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    6.9         TRANSFERABILITY
OF OPTIONS.

     

    (a)        INCENTIVE
OPTIONS.  No ISO granted under the Plan may be sold, transferred, pledged,
assigned, or otherwise alienated or hypothecated, other than by will or by the
laws of descent and distribution.  Further, all ISOs granted to a
Participant under this Article 6 shall be exercisable during the lifetime of the
Participant only by such Participant.

     

    (b)       NONQUALIFIED
OPTIONS.  Except as otherwise provided in a Participant’s Award Agreement
or otherwise determined at any time by the Committee, no NQSO granted under this
Article 6 may be sold, transferred, pledged, assigned, or otherwise
alienated or hypothecated, other than by will or by the laws of descent and
distribution; provided that the Board or Committee may permit further
transferability, on a general or a specific basis, and may impose conditions and
limitations on any permitted transferability.  Further, except as otherwise
provided in a Participant’s Award Agreement or otherwise determined at any time
by the Committee, or unless the Board or Committee decides to permit further
transferability, all NQSOs granted to a Participant under this Article 6 shall
be exercisable during the lifetime of the Participant only by such
Participant.  With respect to those NQSOs, if any, that are permitted to be
transferred to another individual, references in the Plan to exercise or payment
of the Option Price by the Participant shall be deemed to include, as determined
by the Committee, the Participant’s permitted transferee.

     

    (c)        NOTIFICATION
OF DISQUALIFYING DISPOSITION.  If any Participant shall make any
disposition of Shares issued pursuant to the exercise of an ISO under the
circumstances described in Section 421(b) of the Code (relating to certain
disqualifying dispositions), such Participant shall notify the Company of such
disposition within ten days thereof.

     

    6.10         SPECIAL
ISO RULES FOR 10% SHAREHOLDERS.  If any Participant to whom an ISO is to be
granted is, on the date of grant, the owner of Shares (determined using
applicable attribution rules) possessing more than 10% of the total combined
voting power of all classes of equity securities of his or her employer (or of
its parent or subsidiary), then the following special provisions will apply to
the ISO granted to that Participant:

     

    (a)        The
Option Price per Share of the ISO will not be less than 110% of the Fair Market
Value of the Shares underlying such ISO on the date of grant; and

     

    (b)       The
ISO will not have a term in excess of five years from the date of
grant.

     

    ARTICLE
7.       SHARE APPRECIATION
RIGHTS

     

    7.1         GRANT
OF SARS.  Subject to the terms and conditions of the Plan, SARs may be
granted to Participants at any time and from time to time as shall be determined
by the Committee.  The Committee may grant Freestanding SARs, Tandem SARs,
or any combination of these forms of SARs.  Notwithstanding the foregoing,
SARs may be granted only if Shares are traded on an established securities
market at the date of grant.  Subject to the terms and conditions of the
Plan, the Committee shall have complete discretion in determining the number of
SARs granted to each Participant and, consistent with the provisions of the
Plan, in determining the terms and conditions pertaining to such
SARs.


    
      
         


      

      
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    The Grant
Price for each grant of a Freestanding SAR shall be determined by the Committee
and shall be specified in the Award Agreement.  The Grant Price shall be:
(i) based on 100% of the FMV of the Shares on the date of grant or (ii) set at a
premium to the FMV of the Shares on the date of grant.

     

    7.2         SAR
AGREEMENT.  Each SAR Award shall be evidenced by an Award Agreement that
shall specify the Grant Price, the term of the SAR, and such other provisions as
the Committee shall determine.

     

    7.3         TERM
OF SAR.  The term of an SAR granted under the Plan shall be determined by
the Committee, in its sole discretion, and except as determined otherwise by the
Committee and specified in the SAR Award Agreement, no SAR shall be exercisable
later than the tenth anniversary date of its grant.  Notwithstanding the
foregoing, for SARs granted to Participants outside the United States, the
Committee has the authority to grant SARs that have a term greater than ten
years.

     

    7.4         EXERCISE
OF FREESTANDING SARS.  Freestanding SARs may be exercised upon whatever
terms and conditions the Committee, in its sole discretion,
imposes.

     

    7.5         EXERCISE
OF TANDEM SARS.  Tandem SARs may be exercised for all or part of the Shares
subject to the related Option upon the surrender of the right to exercise the
equivalent portion of the related Option.  A Tandem SAR may be exercised
only with respect to the Shares for which its related Option is then
exercisable.

     

    Notwithstanding
any other provision of this Plan to the contrary, with respect to a Tandem SAR
granted in connection with an ISO: (a) the Tandem SAR will expire no later than
the expiration of the underlying ISO; (b) the exercise of the Tandem SAR may not
have economic and tax consequences more favorable than the exercise of the ISO
followed by an immediate sale of the underlying Shares, and the value of the
payout with respect to the Tandem SAR may be for no more than 100% of the excess
of the Fair Market Value of the Shares subject to the underlying ISO at the time
the Tandem SAR is exercised over the Option Price of the underlying ISO; (c) the
Tandem SAR may be exercised only when the Fair Market Value of the Shares
subject to the ISO exceeds the Option Price of the ISO; (d) the Tandem SAR may
be exercised only when the underlying ISO is eligible to be exercised; and (e)
the Tandem SAR is transferable only when the underlying ISO is transferable, and
under the same conditions.

     

    7.6         PAYMENT
OF SAR AMOUNT.  SARs granted under this Plan shall be payable only in
Shares.  Upon the exercise of an SAR, a Participant shall be entitled to
receive from the Company such number of Shares determined by
multiplying:

     

    (a)        The
excess of the Fair Market Value of a Share on the date of exercise over the
Grant Price; by

     

    (b)       The
number of Shares with respect to which the SAR is exercised.

     

    Such
product shall then be divided by the Fair Market Value of a Share on the date of
exercise.  The resulting number (rounded down to the next whole number) is
the number of Shares to be issued to the Participant upon exercise of an
SAR.

     

    7.7         TERMINATION
OF EMPLOYMENT.  Each Award Agreement shall set forth the extent to which
the Participant shall have the right to exercise the SAR following termination
of the Participant’s employment with or provision of services to the Company,
its Affiliates, and/or its Subsidiaries, as the case may be.  Such
provisions shall be determined in the sole discretion of the Committee, shall be
included in the Award Agreement entered into with Participants, need not be
uniform among all SARs issued pursuant to the Plan, and may reflect distinctions
based on the reasons for termination.


    
      
         


      

      
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    7.8           NONTRANSFERABILITY
OF SARS.  Except as otherwise provided in a Participant’s Award Agreement
or otherwise determined at any time by the Committee, no SAR granted under the
Plan may be sold, transferred, pledged, assigned, or otherwise alienated or
hypothecated, other than by will or by the laws of descent and
distribution.  Further, except as otherwise provided in a Participant’s
Award Agreement or otherwise determined at any time by the Committee, all SARs
granted to a Participant under the Plan shall be exercisable during his lifetime
only by such Participant.  With respect to those SARs, if any, that are
permitted to be transferred to another individual, references in the Plan to
exercise of the SAR by the Participant or payment of any amount to the
Participant shall be deemed to include, as determined by the Committee, the
Participant’s permitted transferee.

     

    7.9           OTHER
RESTRICTIONS.  The Committee shall impose such other conditions and/or
restrictions on any Shares received upon exercise of a SAR granted pursuant to
the Plan as it may deem advisable or desirable.  These restrictions may
include, but shall not be limited to, a requirement that the Participant hold
the Shares received upon exercise of a SAR for a specified period of
time.

     

    ARTICLE
8.       RESTRICTED SHARES AND RESTRICTED
SHARE UNITS

     

    8.1           GRANT
OF RESTRICTED SHARES OR RESTRICTED SHARE UNITS.  Subject to the terms and
provisions of the Plan, the Committee, at any time and from time to time, may
grant Restricted Shares and/or Restricted Share Units to Participants in such
amounts as the Committee shall determine.  Restricted Share Units shall be
similar to Restricted Shares except that no Shares are actually awarded to the
Participant on the date of grant.

     

    8.2           RESTRICTED
SHARES OR RESTRICTED SHARE UNIT AGREEMENT.  Each Restricted Share and/or
Restricted Share Unit grant shall be evidenced by an Award Agreement that shall
specify the Period(s) of Restriction, the number of Restricted Shares or the
number of Restricted Share Units granted, and such other provisions as the
Committee shall determine.  Notwithstanding anything in this Article 8
to the contrary, delivery of Shares pursuant to an Award of Restricted Share
Units (or an Award of Restricted Shares) shall be made no later than 2-1/2
months after the close of the Company’s first taxable year in which such Shares
are no longer subject to a risk of forfeiture (within the meaning of
Section 409A of the Code).

     

    8.3           TRANSFERABILITY. 
Except as provided in this Plan or an Award Agreement, the Restricted Shares
and/or Restricted Share Units granted herein may not be sold, transferred,
pledged, assigned, or otherwise alienated or hypothecated until the end of the
applicable Period of Restriction established by the Committee and specified in
the Award Agreement (and in the case of Restricted Share Units until the date of
delivery or other payment), or upon earlier satisfaction of any other
conditions, as specified by the Committee, in its sole discretion, and set forth
in the Award Agreement or otherwise at any time by the Committee.  All
rights with respect to the Restricted Shares and/or Restricted Share Units
granted to a Participant under the Plan shall be available during his lifetime
only to such Participant, except as otherwise provided in an Award Agreement or
at any time by the Committee.

     

    8.4           OTHER
RESTRICTIONS.  The Committee shall impose such other conditions and/or
restrictions on any Restricted Shares or Restricted Share Units granted pursuant
to the Plan as it may deem advisable including, without limitation, a
requirement that Participants pay a stipulated purchase price for each
Restricted Share or each Restricted Share Unit, restrictions based upon the
achievement of specific performance goals, time-based restrictions on vesting
following the attainment of the performance goals, time-based restrictions,
and/or restrictions under applicable laws or under the requirements of any stock
exchange or market upon which such Shares are listed or traded, or holding
requirements or sale restrictions placed on the Shares by the Company upon
vesting of such Restricted Share or Restricted Share Units.


    
      
         


      

      
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    To the
extent deemed appropriate by the Committee, the Company may retain the
certificates representing Restricted Shares in the Company’s possession until
such time as all conditions and/or restrictions applicable to such Shares have
been satisfied or lapse.

     

    Except as
otherwise provided in this Article 8, Restricted Shares covered by each
Restricted Share Award shall become freely transferable by the Participant after
all conditions and restrictions applicable to such Shares have been satisfied or
lapse (including satisfaction of any applicable tax withholding obligations),
and Restricted Share Units shall be paid in cash, Shares, or a combination of
cash and Shares as the Committee, in its sole discretion shall
determine.

     

    8.5         CERTIFICATE
LEGEND.  In addition to any legends placed on certificates pursuant to
Section 8.4, each certificate representing Restricted Shares granted
pursuant to the Plan may bear a legend such as the following or as otherwise
determined by the Committee in its sole discretion:

     

    “The sale
or transfer of Shares of stock represented by this certificate, whether
voluntary, involuntary, or by operation of law, is subject to certain
restrictions on transfer as set forth in the Acorn Energy, Inc. 2006 Stock
Incentive Plan, and in the associated Award Agreement.  A copy of the Plan
and such Award Agreement may be obtained from Acorn Energy, Inc.”

     

    8.6         VOTING
RIGHTS.  Unless otherwise determined by the Committee and set forth in a
Participant’s Award Agreement, to the extent permitted or required by law, as
determined by the Committee, Participants holding Restricted Shares granted
hereunder may be granted the right to exercise full voting rights with respect
to those Shares during the Period of Restriction.  A Participant shall have
no voting rights with respect to any Restricted Share Units granted
hereunder.

     

    8.7         TERMINATION
OF EMPLOYMENT.  Each Award Agreement shall set forth the extent to which
the Participant shall have the right to retain Restricted Shares and/or
Restricted Share Units following termination of the Participant’s employment
with or provision of services to the Company, its Affiliates, and/or its
Subsidiaries, as the case may be.  Such provisions shall be determined in
the sole discretion of the Committee, shall be included in the Award Agreement
entered into with each Participant, need not be uniform among all Restricted
Shares or Restricted Share Units issued pursuant to the Plan, and may reflect
distinctions based on the reasons for termination.

     

    8.8         SECTION
83(B) ELECTION.  The Committee may provide in an Award Agreement that the
Award of Restricted Shares is conditioned upon the Participant making or
refraining from making an election with respect to the Award under Section 83(b)
of the Code.  If a Participant makes an election pursuant to Section 83(b)
of the Code concerning a Restricted Share Award, the Participant shall be
required to file promptly a copy of such election with the Company.

     

    ARTICLE
9.       PERFORMANCE UNITS/PERFORMANCE
SHARES

     

    9.1         GRANT
OF PERFORMANCE UNITS/PERFORMANCE SHARES.  Subject to the terms and
provisions of the Plan, the Committee, at any time and from time to time, may
grant Performance Units and/or Performance Shares to Participants in such
amounts and upon such terms as the Committee shall determine.

     

    9.2         VALUE
OF PERFORMANCE UNITS/PERFORMANCE SHARES.  Each Performance Unit shall have
an initial value that is established by the Committee at the time of
grant.  Each Performance Share shall have an initial value equal to the
Fair Market Value of a Share on the date of grant.  The Committee shall set
performance goals in its discretion which, depending on the extent to which they
are met, will determine the value and/or number of Performance Units/Performance
Shares that will be paid out to the Participant.


    
      
         


      

      
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    9.3           EARNING
OF PERFORMANCE UNITS/PERFORMANCE SHARES.  Subject to the terms of this
Plan, after the applicable Performance Period has ended, the holder of
Performance Units/Performance Shares shall be entitled to receive payout of the
value and number of Performance Units/Performance Shares earned by the
Participant over the Performance Period, to be determined as a function of the
extent to which the corresponding performance goals have been
achieved.

     

    9.4           FORM
AND TIMING OF PAYMENT OF PERFORMANCE UNITS/PERFORMANCE SHARES.  Payment of
earned Performance Units/Performance Shares shall be as determined by the
Committee and as evidenced in the Award Agreement.  Subject to the terms of
the Plan, the Committee, in its sole discretion, may pay earned Performance
Units/Performance Shares in the form of cash or in Shares (or in a combination
thereof) equal to the value of the earned Performance Units/Performance Shares
at the close of the applicable Performance Period, or as soon as practicable
after the end of the Performance Period.  Any Shares may be granted subject
to any restrictions deemed appropriate by the Committee.  The determination
of the Committee with respect to the form of payout of such Awards shall be set
forth in the Award Agreement pertaining to the grant of the Award. 
Notwithstanding anything in this Article 9 to the contrary, delivery of Shares,
cash or other property pursuant to an Award of Performance Units/Performance
Shares shall be made no later than 2-1/2 months after the close of the Company’s
first taxable year in which delivery of such Shares, cash or other property is
no longer subject to a risk of forfeiture (within the meaning of Section 409A of
the Code).

     

    9.5           TERMINATION
OF EMPLOYMENT.  Each Award Agreement shall set forth the extent to which
the Participant shall have the right to retain Performance Units and/or
Performance Shares following termination of the Participant’s employment with or
provision of services to the Company, its Affiliates, and/or its Subsidiaries,
as the case may be.  Such provisions shall be determined in the sole
discretion of the Committee, shall be included in the Award Agreement entered
into with each Participant, need not be uniform among all Awards of Performance
Units or Performance Shares issued pursuant to the Plan, and may reflect
distinctions based on the reasons for termination.

     

    9.6           NONTRANSFERABILITY. 
Except as otherwise provided in a Participant’s Award Agreement or otherwise
determined at any time by the Committee, Performance Units/Performance Shares
may not be sold, transferred, pledged, assigned, or otherwise alienated or
hypothecated, other than by will or by the laws of descent and
distribution.  Further, except as otherwise provided in a Participant’s
Award Agreement or otherwise determined at any time by the Committee, a
Participant’s rights under the Plan shall be exercisable during his lifetime
only by such Participant.

     

    ARTICLE
10.     CASH-BASED AWARDS AND OTHER SHARE-BASED
AWARDS

     

    10.1         GRANT
OF CASH-BASED AWARDS.  Subject to the terms and provisions of the Plan, the
Committee, at any time and from time to time, may grant Cash-Based Awards to
Participants in such amounts and upon such terms, including the achievement of
specific performance goals, as the Committee may determine.

     

    10.2         OTHER
SHARE-BASED AWARDS.  The Committee may grant other types of equity-based or
equity-related Awards not otherwise described by the terms of this Plan
(including the grant or offer for sale of unrestricted Shares) in such amounts
and subject to such terms and conditions, as the Committee shall
determine.  Such Awards may involve the transfer of actual Shares to
Participants, or payment in cash or otherwise of amounts based on the value of
Shares and may include, without limitation, Awards designed to comply with or
take advantage of the applicable local laws of jurisdictions other than the
United States.


    
      
         


      

      
        13

        
          

        

      

      
         


      

    

     

    10.3       VALUE
OF CASH-BASED AND OTHER SHARE-BASED AWARDS.  Each Cash-Based Award shall
specify a payment amount or payment range as determined by the Committee. 
Each Other Share-Based Award shall be expressed in terms of Shares or units
based on Shares, as determined by the Committee.  The Committee may
establish performance goals in its discretion.  If the Committee exercises
its discretion to establish performance goals, the number and/or value of
Cash-Based Awards or Other Share-Based Awards that will be paid out to the
Participant will depend on the extent to which the performance goals are
met.

     

    10.4       PAYMENT
OF CASH-BASED AWARDS AND OTHER SHARE-BASED AWARDS.  Payment, if any, with
respect to a Cash-Based Award or an Other Share-Based Award shall be made in
accordance with the terms of the Award, in cash or Shares as the Committee
determines.  Notwithstanding anything in this Article 10 to the contrary,
delivery of Shares, cash or other property pursuant to a Cash-Based Award or
Other Share-Based Award shall be made no later than 2-1/2 months after the close
of the Company’s first taxable year in which delivery of such Shares, cash or
other property is no longer subject to a risk of forfeiture (within the meaning
of Section 409A of the Code).

     

    10.5       TERMINATION
OF EMPLOYMENT.  The Committee shall determine the extent to which the
Participant shall have the right to receive Cash-Based Awards or Other
Share-Based Awards following termination of the Participant’s employment with or
provision of services to the Company, its Affiliates, and/or its Subsidiaries,
as the case may be.  Such provisions shall be determined in the sole
discretion of the Committee, such provisions may be included in an Award
Agreement entered into with each Participant, but need not be uniform among all
Awards of Cash-Based Awards or Other Share-Based Awards issued pursuant to the
Plan, and may reflect distinctions based on the reasons for
termination.

     

    10.6       NONTRANSFERABILITY. 
Except as otherwise determined by the Committee, neither Cash-Based Awards nor
Other Share-Based Awards may be sold, transferred, pledged, assigned, or
otherwise alienated or hypothecated, other than by will or by the laws of
descent and distribution.  Further, except as otherwise provided by the
Committee, a Participant’s rights under the Plan, if exercisable, shall be
exercisable during his lifetime only by such Participant.  With respect to
those Cash-Based Awards or Other Share-Based Awards, if any, that are permitted
to be transferred to another individual, references in the Plan to exercise or
payment of such Awards by or to the Participant shall be deemed to include, as
determined by the Committee, the Participant’s permitted
transferee.

     

    ARTICLE
11.     PERFORMANCE MEASURES

     

    11.1       GENERAL.

     

    (a)        If
the Plan shall have been submitted to and approved by the shareholders of the
Company, certain Awards granted under the Plan may be granted in a manner such
that the Awards qualify as Performance-Based Compensation and thus are exempt
from the deduction limitation imposed by Section 162(m) of the Code. 
Awards shall only qualify as Performance-Based Compensation if, among other
things, at the time of grant the Committee is comprised solely of two or more
“outside directors” (as such term is used in Section 162(m) of the Code and the
Treasury Regulations thereunder).

     

    (b)       Awards
intended to qualify as Performance-Based Compensation may be granted to
Participants who are or may be Covered Employees at any time and from time to
time, as shall be determined by the Committee.  The Committee shall have
complete discretion in determining the number, amount and timing of awards
granted to each Covered Employee.


    
      
         


      

      
        14

        
          

        

      

      
         


      

    

     

    (c)        The
Committee shall set performance goals at its discretion which, depending on the
extent to which they are met, will determine the number and/or value of Awards
intended to qualify as Performance-Based Compensation that will be paid out to
the Covered Employees, and may attach to such Performance-Based Compensation one
or more restrictions.

     

    11.2       OTHER
AWARDS.  Either the granting or vesting of Awards intended to qualify as
Performance-Based Compensation (other than Options and SARs) granted under the
Plan shall be subject to the achievement of a performance target or targets, as
determined by the Committee in its sole discretion, based on one or more of the
performance measures specified in Section 11.3 below.  With respect to such
Performance-Based Compensation:

     

    (a)        the
Committee shall establish in writing (x) the objective performance-based goals
applicable to a given period and (y) the individual Covered Employees or class
of Covered Employees to which such performance-based goals apply no later than
90 days after the commencement of such period (but in no event after 25 percent
of such period has elapsed);

     

    (b)       no
Performance-Based Compensation shall be payable to or vest with respect to, as
the case may be, any Covered Employee for a given period until the Committee
certifies in writing that the objective performance goals (and any other
material terms) applicable to such period have been satisfied; and

     

    (c)        after
the establishment of a performance goal, the Committee shall not revise such
performance goal or increase the amount of compensation payable thereunder (as
determined in accordance with Section 162(m) of the Code) upon the attainment of
such performance goal.

     

    11.3       PERFORMANCE
MEASURES.  Unless and until the Committee proposes for shareholder vote and
the shareholders approve a change in the general Performance Measures set forth
in this Article 11, the performance goals upon which the payment or vesting of
an Award to a Covered Employee that is intended to qualify as Performance-Based
Compensation shall be limited to the following Performance
Measures:

     

    (a)       
Net earnings or net income (before or after taxes);

     

    (b)   
    Earnings per share;

     

    (c)        Net
sales growth;

     

    (d)  
     Net operating profit;

     

    (e)        Return
measures (including, but not limited to, return on assets, capital, invested
capital, equity, or sales);

     

    (f)       
Cash flow (including, but not limited to, operating cash flow, free cash flow,
and cash flow return on capital);

     

    (g)        Earnings
before or after taxes, interest, depreciation, and/or amortization;

     

    (h)        Gross
or operating margins;

     

    (i)         Productivity
ratios; and


    
      
         


      

      
        15

        
          

        

      

      
         


      

    

     

    (j)         Share
price (including, but not limited to, growth measures and total shareholder
return).

     

    Any
Performance Measure(s) may be used to measure the performance of the Company,
Subsidiary, and/or Affiliate as a whole or any business unit of the Company,
Subsidiary, and/or Affiliate or any combination thereof, as the Committee may
deem appropriate, or any of the above Performance Measures as compared to the
performance of a group of peer companies, or published or special index that the
Committee, in its sole discretion, deems appropriate, or the Company may select
Performance Measure (j) above as compared to various stock market
indices.

     

    11.4       EVALUATION
OF PERFORMANCE.  The Committee may provide in any such Award that any
evaluation of performance may include or exclude any of the following events
that occurs during a Performance Period:  (a) asset write-downs, (b)
litigation or claim judgments or settlements, (c) the effect of changes in tax
laws, accounting principles, or other laws or provisions affecting reported
results, (d) any reorganization and restructuring programs, (e)
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 Company’s annual report to
shareholders for the applicable year, (f) acquisitions or divestitures, and (g)
foreign exchange gains and losses.  To the extent such inclusions or
exclusions affect Awards to Covered Employees, they shall be prescribed in a
form that meets the requirements of Code Section 162(m) for
deductibility.

     

    11.5       ADJUSTMENT
OF PERFORMANCE-BASED COMPENSATION.  Awards intended to qualify as
Performance-Based Compensation may not be adjusted upward.  The Committee
shall retain the discretion to adjust such Awards downward, either on a formula
or discretionary basis or any combination, as the Committee
determines.

     

    11.6       COMMITTEE
DISCRETION.  In the event that applicable tax and/or securities laws change
to permit Committee discretion to alter the governing Performance Measures
without obtaining shareholder approval of such changes, the Committee shall have
sole discretion to make such changes without obtaining shareholder
approval.  In addition, in the event that the Committee determines that it
is advisable to grant Awards that shall not qualify as Performance-Based
Compensation, the Committee may make such grants without satisfying the
requirements of Code Section 162(m) and base vesting on Performance Measures
other than those set forth in Section 11.1.

     

    ARTICLE
12.     NONEMPLOYEE DIRECTOR AWARDS

     

    In
addition to the options to be awarded under the Company’s 2006 Stock Option Plan
for Non-Employee Directors, the Committee may provide such additional Awards as
it deems appropriate.  The terms and conditions of any grant to any such
Non-employee Director shall be set forth in an Award Agreement.

     

    ARTICLE
13.     DIVIDEND EQUIVALENTS

     

    Any
Participant selected by the Committee may be granted dividend equivalents based
on the dividends declared on Shares that are subject to any Award, to be
credited as of dividend payment dates, during the period between the date the
Award is granted and the date the Award is exercised, vests or expires, as
determined by the Committee.  Such dividend equivalents shall be converted
to cash or additional Shares by such formula and at such time and subject to
such limitations as may be determined by the Committee (but subject to the
provisions of Section 409A of the Code, if applicable).


    
      
         


      

      
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    ARTICLE
14.     BENEFICIARY DESIGNATION

     

    Each
Participant under the Plan may, from time to time, name any beneficiary or
beneficiaries (who may be named contingently or successively) to whom any
benefit under the Plan is to be paid in case of his death before he receives any
or all of such benefit.  Each such designation shall revoke all prior
designations by the same Participant, shall be in a form prescribed by the
Committee, and will be effective only when filed by the Participant in writing
with the Company during the Participant’s lifetime.  In the absence of any
such designation, benefits remaining unpaid at the Participant’s death shall be
paid to the Participant’s estate.

     

    ARTICLE
15.     RIGHTS OF PARTICIPANTS

     

    15.1       EMPLOYMENT. 
Nothing in the Plan or an Award Agreement shall interfere with or limit in any
way the right of the Company, its Affiliates, and/or its Subsidiaries, to
terminate any Participant’s employment or service on the Board or to the Company
at any time or for any reason not prohibited by law, nor confer upon any
Participant any right to continue his employment or service as a Director or
Third Party Service Provider for any specified period of time.

     

    Neither
an Award nor any benefits arising under this Plan shall constitute an employment
contract with the Company, its Affiliates, and/or its Subsidiaries and,
accordingly, subject to Articles 3 and 17, this Plan and the benefits hereunder
may be terminated at any time in the sole and exclusive discretion of the
Committee without giving rise to any liability on the part of the Company, its
Affiliates, and/or its Subsidiaries.

     

    15.2       PARTICIPATION. 
No individual shall have the right to be selected to receive an Award under this
Plan, or, having been so selected, to be selected to receive a future
Award.

     

    15.3       RIGHTS
AS A SHAREHOLDER.  Except as otherwise provided herein, a Participant shall
have none of the rights of a shareholder with respect to Shares covered by any
Award until the Participant becomes the record holder of such
Shares.

     

    ARTICLE
16.     CHANGE OF CONTROL

     

    In
addition to the terms and conditions of this Plan, one or more Awards may be
subject to the terms and conditions set forth in a written agreement between the
Company and a Participant providing for different terms or provisions with
respect to such Awards upon a “Change of Control” of the Company (as that term
may be defined in such written agreement), including but not limited to
acceleration of benefits, lapsing of restrictions, vesting of benefits and such
other terms, conditions or provisions as may be contained in such written
agreement; PROVIDED HOWEVER, that such written agreement may not increase the
maximum amount of such Awards.

     

    ARTICLE
17.     AMENDMENT, MODIFICATION, SUSPENSION, AND
TERMINATION

     

    17.1       AMENDMENT,
MODIFICATION, SUSPENSION, AND TERMINATION.  Subject to Section 17.3,
the Committee may, at any time and from time to time, alter, amend, modify,
suspend, or terminate the Plan and any Award Agreement in whole or in part,
except that no amendment of the Plan shall be made without shareholder
approval if shareholder approval is required by law, regulation, or stock
exchange rule.


    
      
         


      

      
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    17.2       ADJUSTMENT
OF AWARDS UPON THE OCCURRENCE OF CERTAIN UNUSUAL OR NONRECURRING EVENTS. 
The Committee may make adjustments in the terms and conditions of, and the
criteria included in, Awards in recognition of unusual or nonrecurring events
(including, without limitation, the events described in Section 4.4 hereof)
affecting the Company or the financial statements of the Company or of changes
in applicable laws, regulations, or accounting principles, whenever the
Committee determines that such adjustments are appropriate in order to prevent
unintended dilution or enlargement of the benefits or potential benefits
intended to be made available under the Plan.  The determination of the
Committee as to the foregoing adjustments, if any, shall be conclusive and
binding on Participants under the Plan.

     

    17.3       AWARDS
PREVIOUSLY GRANTED.  Notwithstanding any other provision of the Plan to the
contrary, and except to the extent necessary to avoid the imposition of
additional tax and/or interest under Section 409A of the Code with respect to
Awards that are treated as nonqualified deferred compensation, no termination,
amendment, suspension, or modification of the Plan or an Award Agreement shall
adversely affect in any material way any Award previously granted under the
Plan, without the written consent of the Participant holding such
Award.

     

    ARTICLE
18.     WITHHOLDING

     

    The
Company shall have the right to withhold from a Participant (or a permitted
assignee thereof), or otherwise require such Participant or assignee to pay, any
Withholding Taxes arising as a result of the grant of any Award, exercise of an
Option or SAR, lapse of restrictions with respect to Restricted Shares or
Restricted Share Units, or any other taxable event occurring pursuant to this
Plan or any Award Agreement.  If the Participant (or a permitted assignee
thereof) shall fail to make such tax payments as are required, the Company (or
its Affiliates or Subsidiaries) shall, to the extent permitted by law, have the
right to deduct any such Withholding Taxes from any payment of any kind
otherwise due to such Participant or to take such other action as may be
necessary to satisfy such Withholding Taxes.  In satisfaction of the
requirement to pay Withholding Taxes, the Participant (or permitted assignee)
may make a written election which may be accepted or rejected in the discretion
of the Committee, (i) to have withheld a portion of any Shares or other payments
then issuable to the Participant (or permitted assignee) pursuant to any Award,
or (ii) to tender other Shares to the Company (either by actual delivery or
attestation, in the sole discretion of the Committee, PROVIDED THAT, except as
otherwise determined by the Committee, the Shares that are tendered must have
been held by the Participant for at least six months prior to their tender to
satisfy the Option Price or have been purchased on the open market), in either
case having an aggregate Fair Market Value equal to the Withholding
Taxes.

     

    ARTICLE
19.     SUCCESSORS

     

    All
obligations of the Company under the Plan with respect to Awards granted
hereunder shall be binding on any successor to the Company, whether the
existence of such successor is the result of a direct or indirect purchase,
merger, consolidation, or otherwise, of all or substantially all of the business
and/or assets of the Company.

     

    ARTICLE
20.     GENERAL PROVISIONS

     

    20.1       FORFEITURE
EVENTS.

     

    (a)        The
Committee may specify in an Award Agreement that the Participant’s rights,
payments, and benefits with respect to an Award shall be subject to reduction,
cancellation, forfeiture, or recoupment upon the occurrence of certain specified
events, in addition to any otherwise applicable vesting or performance
conditions of an Award.  Such events may include, but shall not be limited
to, termination of employment for cause, termination of the Participant’s
provision of services to the Company, Affiliate, and/or Subsidiary, violation of
material Company, Affiliate, and/or Subsidiary policies, breach of
noncompetition, confidentiality, or other restrictive covenants that may apply
to the Participant, or other conduct by the Participant that is detrimental to
the business or reputation of the Company, its Affiliates, and/or its
Subsidiaries.


    
      
         


      

      
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    (b)     
  If the Company is required to prepare an accounting restatement due
to the material noncompliance of the Company, as a result of misconduct, with
any financial reporting requirement under the securities laws, if the
Participant knowingly or grossly negligently engaged in the misconduct, or
knowingly or grossly negligently failed to prevent the misconduct, or if the
Participant is one of the individuals subject to automatic forfeiture under
Section 304 of the Sarbanes-Oxley Act of 2002, the Participant shall reimburse
the Company the amount of any payment in settlement of an Award earned or
accrued during the twelve-month period following, the earlier of, the first
public issuance, or filing with the United States Securities and Exchange
Commission, of the financial document embodying such financial reporting
requirement.

     

    20.2       LEGEND. 
The certificates for Shares may include any legend which the Committee deems
appropriate to reflect any restrictions on transfer of such Shares.

     

    20.3       GENDER
AND NUMBER.  Except where otherwise indicated by the context, any masculine
term used herein also shall include the feminine, the plural shall include the
singular, and the singular shall include the plural.

     

    20.4       SEVERABILITY. 
In the event any provision of the Plan shall be held illegal or invalid for any
reason, the illegality or invalidity shall not affect the remaining parts of the
Plan, and the Plan shall be construed and enforced as if the illegal or invalid
provision had not been included.

     

    20.5       REQUIREMENTS
OF LAW.  The granting of Awards and the issuance of Shares under the Plan
shall be subject to all applicable laws, rules, and regulations, and to such
approvals by any governmental agencies or national securities exchanges as may
be required.

     

    20.6       DELIVERY
OF TITLE.  The Company shall have no obligation to issue or deliver
evidence of title for Shares issued under the Plan prior to:

     

    (a)        Obtaining
any approvals from governmental agencies that the Company determines are
necessary or advisable; and

     

    (b)       Completion
of any registration or other qualification of the Shares under any applicable
national or foreign law or ruling of any governmental body that the Company
determines to be necessary or advisable.

     

    20.7       INABILITY
TO OBTAIN AUTHORITY.  The inability of the Company to obtain authority from
any regulatory body having jurisdiction, which authority is deemed by the
Company’s counsel to be necessary to the lawful issuance and sale of any Shares
hereunder, shall relieve the Company of any liability in respect of the failure
to issue or sell such Shares as to which such requisite authority shall not have
been obtained.

     

    20.8       INVESTMENT
REPRESENTATIONS.  The Committee may require any individual receiving Shares
pursuant to an Award under this Plan to represent and warrant in writing that
the individual is acquiring the Shares for investment and without any present
intention to sell or distribute such Shares.

     

    20.9       EMPLOYEES
BASED OUTSIDE OF THE UNITED STATES.  Notwithstanding any provision of the
Plan to the contrary, in order to comply with the laws in other countries in
which the Company, its Affiliates, and/or its Subsidiaries operate or have
Employees, Directors, or Third Party Service Providers, the Committee, in its
sole discretion, shall have the power and authority to:


    
      
         


      

      
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    (a)       Determine
which Affiliates and Subsidiaries shall be covered by the Plan;

     

    (b)       Determine
which Employees, Directors, or Third Party Service Providers outside the United
States are eligible to participate in the Plan;

     

    (c)        Modify
the terms and conditions of any Award granted to Employees, Directors, or Third
Party Service Providers outside the United States to comply with applicable
foreign laws;

     

    (d)       Establish
subplans and modify exercise procedures and other terms and procedures, to the
extent such actions may be necessary or advisable.  Any subplans and
modifications to Plan terms and procedures established under this Section 20.9
by the Committee shall be attached to this Plan document as appendices;
and

     

    (e)       Take
any action, before or after an Award is made, that it deems advisable to obtain
approval or comply with any necessary local government regulatory exemptions or
approvals.

     

    Notwithstanding
the above, the Committee may not take any actions hereunder, and no Awards shall
be granted, that would violate applicable law.

     

    20.10     UNCERTIFICATED
SHARES.  To the extent that the Plan provides for issuance of certificates
to reflect the transfer of Shares, the transfer of such Shares may be effected
on a non-certificated basis, to the extent not prohibited by applicable law or
the rules of any stock exchange.

     

    20.11     UNFUNDED
PLAN.  Participants shall have no right, title, or interest whatsoever in
or to any investments that the Company, its Subsidiaries, and/or its Affiliates
may make to aid it in meeting its obligations under the Plan.  Nothing
contained in the Plan, and no action taken pursuant to its provisions, shall
create or be construed to create a trust of any kind, or a fiduciary
relationship between the Company and any Participant, beneficiary, legal
representative, or any other individual.  To the extent that any individual
acquires a right to receive payments from the Company, its Subsidiaries, and/or
its Affiliates under the Plan, such right shall be no greater than the right of
an unsecured general creditor of the Company, a Subsidiary, or an Affiliate, as
the case may be.  All payments to be made hereunder shall be paid from the
general funds of the Company, a Subsidiary, or an Affiliate, as the case may be
and no special or separate fund shall be established and no segregation of
assets shall be made to assure payment of such amounts except as expressly set
forth in the Plan.

     

    20.12     NO
FRACTIONAL SHARES.  No fractional Shares shall be issued or delivered
pursuant to the Plan or any Award.  The Committee shall determine whether
cash, Awards, or other property shall be issued or paid in lieu of fractional
Shares or whether such fractional Shares or any rights thereto shall be
forfeited or otherwise eliminated.

     

    20.13     RETIREMENT
AND WELFARE PLANS.  Neither Awards made under the Plan nor Shares or cash paid
pursuant to such Awards may be included as “compensation” for purposes of
computing the benefits payable to any Participant under the Company’s or any
Subsidiary’s or Affiliate’s retirement plans (both qualified and non-qualified)
or welfare benefit plans unless such other plan expressly provides that such
compensation shall be taken into account in computing a Participant’s
benefit.


    
      
         


      

      
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    20.14       NONEXCLUSIVITY
OF THE PLAN.  The adoption of this Plan shall not be construed as creating
any limitations on the power of the Board or Committee to adopt such other
compensation arrangements as it may deem desirable for any
Participant.

     

    20.15       NO
CONSTRAINT ON CORPORATE ACTION.  Nothing in this Plan shall be construed
to: (i) limit, impair, or otherwise affect the Company’s or a Subsidiary’s
or an Affiliate’s right or power to make adjustments, reclassifications,
reorganizations, or changes of its capital or business structure, or to merge or
consolidate, or dissolve, liquidate, sell, or transfer all or any part of its
business or assets; or, (ii) limit the right or power of the Company or a
Subsidiary or an Affiliate to take any action which such entity deems to be
necessary or appropriate.

     

    20.16       GOVERNING
LAW.  The Plan and each Award Agreement shall be governed by the laws of
the State of New York, excluding any conflicts or choice of law rule or
principle that might otherwise refer construction or interpretation of the Plan
to the substantive law of another jurisdiction.  Unless otherwise provided
in the Award Agreement, recipients of an Award under the Plan are deemed to
submit to the exclusive jurisdiction and venue of the federal or state courts of
New York, to resolve any and all issues that may arise out of or relate to the
Plan or any related Award Agreement.

     

    20.17       INDEMNIFICATION. 
Each individual who is or shall have been a member of the Board, or a committee
appointed by the Board, or an officer of the Company to whom authority was
delegated in accordance with Article 3, shall be indemnified and held harmless
by the Company against and from any loss, cost, liability, or expense that may
be imposed upon or reasonably incurred by him in connection with or resulting
from any claim, action, suit, or proceeding to which he may be a party or in
which he may be involved by reason of any action taken or failure to act under
the Plan and against and from any and all amounts paid by him in settlement
thereof, with the Company’s approval, or paid by him in satisfaction of any
judgment in any such action, suit, or proceeding against him, provided he shall
give the Company an opportunity, at its own expense, to handle and defend the
same before he undertakes to handle and defend it on his own behalf, unless such
loss, cost, liability, or expense is a result of his own willful misconduct or
except as expressly provided by statute.

     

    The
foregoing right of indemnification shall not be exclusive of any other rights of
indemnification to which such individuals may be entitled under the Company’s
Certificate of Incorporation or Bylaws, as a matter of law, or otherwise, or any
power that the Company may have to indemnify them or hold them
harmless.

     

    20.18      AMENDMENT
TO COMPLY WITH APPLICABLE LAW.  It is intended that no Award granted under
this Plan shall be subject to any interest or additional tax under Section 409A
of the Code.  In the event Code Section 409A is amended after the date
hereof, or regulations or other guidance is promulgated after the date hereof
that would make an Award under the Plan subject to the provisions of Code
Section 409A, then the terms and conditions of this Plan shall be interpreted
and applied, to the extent possible, in a manner to avoid the imposition of the
provisions of Code Section 409.


    
      
         


      

      
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