Exhibit 10.1


NOVADEL PHARMA INC.

2006 EQUITY INCENTIVE PLAN

(AS AMENDED AND RESTATED ON APRIL 20, 2010)


                    This
NovaDel Pharma Inc. 2006 Equity Incentive Plan (the “Plan”) has been
approved by the Board of Directors of NovaDel Pharma Inc., a Delaware
corporation (the “Company”) and subject to approval by the stockholders
of the Company, and became effective as of the Effective Date.


                    Section 1. Purpose. The Plan is
intended to provide qualifying Employees, Directors and Consultants with equity
ownership in the Company and to provide an additional incentive to those
qualifying Employees, Directors and Consultants to promote the success of the
Company. In addition, by means of the Plan, the Company seeks to retain the
services of persons now employed by or serving as Directors or Consultants to
the Company and to secure and retain the services of persons capable of filling
such positions.


                    Section 2. Scope of the Plan. 


                              (a)
The total number of shares of Common Stock of the Company (the “Shares”)
for which Awards under the Plan shall be available is sixteen million
(16,000,000), including the ten million (10,000,000) share increase approved by
the Board on April 20, 2010, subject to stockholder approval at the 2010 Annual
Meeting. In accordance with the requirements of Section 162(m) of the Code, the
number of Shares for which Awards may be granted to any individual Participant
in any calendar year shall not exceed two million six hundred thousand
(2,600,000) shares. A maximum of sixteen million (16,000,000) shares may be
issued pursuant to ISOs under the Plan. 


                              (b)
If any Shares subject to any Award granted hereunder are forfeited or such
Award otherwise terminates without the issuance of such Shares or for other
consideration in lieu of such Shares, the Shares subject to such Award, to the
extent of any such forfeiture or termination, shall again be available for
grant under the Plan. Shares issued under the Plan may be treasury shares,
authorized and unissued shares or shares purchased in the open market or
otherwise. Should the exercise price of an option under the Plan be paid with
Shares, then the authorized reserve of Shares 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
Company upon such exercise and not by the gross number of shares as to which
such right is exercised. If Shares otherwise issuable under the Plan are
withheld by the Company in satisfaction of the withholding taxes incurred in
connection with the exercise, vesting or settlement of an Award, then the
number of Shares available for issuance under the Plan shall be reduced by the
net number of shares issued after such share withholding.


                    Section 3. Definitions. The terms set forth below have the indicated meanings
which are applicable to both the singular and plural forms thereof:





                              (a)
“Award” shall mean any Options, both Nonstatutory Stock Options and ISOs,
Restricted Shares, Bonus Shares, RSUs or SARs granted under the Plan.


                              (b)
“Award Agreement” shall mean a written agreement in such form as the Committee
prescribes from time to time, by which an Award shall be evidenced.


                              (c)
“Base Amount” shall mean an amount equal to the per share Exercise Price of the
related Option or if there is no related Option, an amount, as specified in the
Award Agreement, equal to or greater than the Fair Market Value of a share on
the Grant Date of the SAR.


                              (d)
“Board” shall mean the Board of Directors of the Company.


                              (e)
“Bonus Shares” shall mean Shares that are awarded to a Participant without cost
and without restrictions.


                              (f)
“Cause” shall mean:


                                        i.
The willful failure, disregard or refusal by the Participant to
perform his duties under any employment agreement between the Participant and
the Company, or in the absence of such an agreement, an involuntary termination
of service of the Participant on account of the Participant’s engaging in any
willful or intentional neglect in performing his or her duties, including, but
not limited to, fraud, misappropriation or embezzlement involving property of
the Company or an affiliate thereof; 


                                        ii.
Any willful, intentional or grossly negligent act by the
Participant that may have the effect of injuring or impairing, in a material
way (whether financial or otherwise and as determined in good-faith by a
majority of the Committee), the business, goodwill or reputation of the Company
or any of its affiliates, including but not limited to, any officer, director,
or executive of the Company or any of its affiliates; 


                                        iii.
The Participant’s indictment of any felony or a conviction of a
misdemeanor involving moral turpitude or a felony (including entry of a nolo
contendere plea); or


                                        iv.
The determination by the Company, after a reasonable and
good-faith investigation by the Company following a written allegation by
another employee of the Company, that the Participant engaged in some form of harassment
prohibited by law (including, without limitation, age, sex or race
discrimination).


                              (g)
“Change in Control” shall, unless otherwise determined by the Committee in an
Award Agreement, be deemed to have occurred after the Effective Date:


                                        i.
upon any “person” as such term is used in Sections 13(d) and
14(d) of the 1934 Act (other that the Company, any trustee or other fiduciary
holding securities under any employee benefit plan of the Company, or any
company owned, directly or indirectly, by all of the stockholders of the
Company in substantially the same proportion as their ownership of Shares in
the Company), becoming an owner (as defined in Rule 13d-3 under the 1934 Act),
directly or indirectly, of securities of the Company representing more than
fifty (50%) percent of the combined voting power of the Company’s then
outstanding securities (including, without limitation, securities owned at the
time of any increase in ownership);





                                        ii.
during any period of two consecutive years, individuals who at
the beginning of such period constitute the Board, and any new director (other
than (A) a director designated by a person who has entered into an agreement
with the Company to effect a transaction described in paragraph (i) or (iii) of
this section, or (B) a director whose initial assumption of office occurs as a
result of either an actual or threatened election contest (as such terms are
used in Rule 14a-11 of Regulation 14A promulgated under the 1934 Act) or other
actual or threatened solicitation of proxies or consents by or on behalf of a
person other than the Board) whose election by the Board or nomination for
election by the Company’s stockholders was approved by a vote of at least
two-thirds of the directors then still in office who either were directors at
the beginning of the two-year period or whose election or nomination for
election was previously so approved (the “Incumbent Board”), cease for any
reason to constitute at least a majority of the Board;


                                        iii.
upon merger or consolidation of the Company with, or the sale of
all or substantially all of the assets of the Company to, any other corporation
or other entity, in each case, unless, following such merger, consolidation or
sale (A) the voting securities of the Company outstanding immediately prior
thereto continue to represent (either by remaining outstanding or by being
converted into voting securities of the surviving or purchasing entity (the
“Surviving Entity”)) more than fifty (50%) percent of the combined voting power
of the voting securities of the Company or the Surviving Entity outstanding
immediately after such merger, consolidation or sale; and (B) at least a
majority of the members of the board of directors of the Surviving Entity were
Incumbent Directors at the time of the execution of the initial agreements, or
of the action of the Board, providing for such merger, consolidation or sale; or


                                        iv.
upon the approval by the Company’s stockholders of a plan of
complete liquidation or dissolution of the Company.


Notwithstanding the foregoing, the determination of a Change in Control
shall be made in a manner that complies with Section 409A of the Code.


                              (h)
“Code” shall mean the Internal Revenue Code of 1986, as amended or superseded,
and the regulations and rulings thereunder. Reference to a particular section
of the Code shall include references to successor provisions.


                              (i)
“Committee” shall mean the committee of the Board designated pursuant to
Section 4(a) hereof.


                              (j)
“Common Stock” shall mean the common stock, $0.001 par value per share, of the
Company.


                              (k)
“Company” shall mean NovaDel Pharma Inc., a Delaware corporation, or any
successor corporation.


                              (l)
“Consultant” shall mean any natural person who is engaged by the Company or any
Subsidiary, to render services to the Company or a Subsidiary and is
compensated for such services, but shall not include any person that is an
Employee under Section 3401(c) of
the Code or any person that directly or indirectly promotes or maintains a
market for the Company’s securities (or provides services in connection with
the offer or sale of securities in a capital-raising transaction).





                              (m)
“Covered Employee” shall mean an employee defined as a “covered employee” in
Code Section 162(m)(3).


                              (n)
“Director” shall mean a member of the Board or the board of directors of a
Subsidiary.


                              (o)
“Disability” shall have the meaning set forth in the Participant’s Award
Agreement; provided, that if such term is not defined in such agreement,
then “Disability” shall mean a permanent and total disability, within the
meaning of Section 22(e)(3) of the Code. Notwithstanding the foregoing, for any
Awards that constitute a nonqualified deferred compensation plan within the
meaning of Section 409A(d) of the Code, Disability shall have the same meaning
as set forth in any regulations, revenue procedure or revenue rulings issued by
the Secretary of the United States Treasury applicable to such plans.


                              (p)
“Effective Date” shall mean the date that the Company’s stockholders approved
the Plan.


                              (q)
“Eligible Participant” shall mean any Employee, Consultant or Director.


                              (r)
“Employee” shall mean an employee (as
defined in Section 3401(c) of the Code and the regulations promulgated
thereunder) of the Company or a Subsidiary.


                              (s)
“Exercise Date” shall mean the date on which the Company shall have received
written notice of the option exercise.


                              (t)
“Exercise Price” shall mean the price per share to be paid by the Participant
for shares subject to an Option.


                              (u)
“Fair Market Value” per share of Common Stock on any relevant date shall mean
such value as determined in accordance with the following provisions:


                                        i.
if the Common Stock is listed on an established stock exchange or
a national market system, including without limitation the Nasdaq National
Market or The Nasdaq SmallCap Market or The Nasdaq Stock Market, its Fair
Market Value will be the closing sales price for such stock (or the closing
bid, if no sales were reported) as quoted on such exchange or system for the
day of determination or, if there were no sales on such date, the closing sales
price (or closing bid, if applicable) of the Common Stock on the last preceding
date on which there were sales;


                                        ii.
if the Common Stock is regularly quoted by a recognized
securities dealer but selling prices are not reported, the Fair Market Value
will be the mean between the high bid and the low asked prices for the Common
Stock for the day of determination or, if there were no sales on such date, the
closing sales price (or closing bid, if applicable) of the Common Stock on the
last preceding date on which there were sales; or


                                        iii.
in the absence of an established market for the Common Stock, the
Fair Market Value will be determined in good faith by the Committee.


Notwithstanding the foregoing, the determination of Fair Market Value
shall be made in a manner that complies with Section 409A of the Code.





                              (v)
“Good Reason” shall mean (i) a breach by the Company of its material obligations
set forth in any employment agreement between the Company and the Participant;
(ii) a material reduction by the Company or the Board, as applicable, of the
Participant’s duties, title or authority provided in an employment agreement
between the Company and the Participant; or (iii) if provided for in any
employment agreement between the Participant and the Company, the relocation of
the principal executive office of the Company in excess of fifty (50) miles
from its present location not consented to in writing by the Participant.


                              (w)
“Grant Date” shall have the meaning specified in Section 6(a) hereof.


                              (x)
“Incentive Stock Option” or “ISO” shall mean an incentive stock option within
the meaning of Section 422 of the Code or any successor or provision thereto.


                              (y)
“1933 Act” shall mean the Securities Act of 1933, as amended. References to a
particular section of the 1933 Act or rule thereunder include references to
successor provisions.


                              (z)
“1934 Act” shall mean the Securities Exchange Act of 1934, as amended. References
to a particular section of the 1934 Act or rule thereunder include references
to successor provisions.


                              (aa)
“Nonstatutory Stock Option” shall mean an Option that is not an Incentive Stock
Option.


                              (bb)
“Option” shall mean a right granted to a Participant to purchase Shares at a
specified price during specified time periods. An Option may be either an ISO
or a Nonstatutory Stock Option.


                              (cc)
“Option Term” shall mean the period beginning on the Grant Date of an Option
and ending on the expiration date of such Option, as specified in the Award
Agreement for such Option and as may, in the discretion of the Committee and
consistent with the provisions of the Plan, be changed from time to time by the
Committee.


                              (dd)
“Parent” shall mean a parent company as defined in Section 424(e) of the Code.


                              (ee)
“Participant” shall mean an Employee, Director or Consultant who has been
granted an Award. 


                              (ff)
“Plan” shall mean this NovaDel Pharma Inc. 2006 Equity Incentive Plan, as
amended or supplemented from time to time.


                              (gg)
“Qualified Performance Based-Award” shall mean an Award granted to an Employee
of the Company that is intended to qualify for the Section 162(m) Exemption and
is made subject to performance goals based on the criteria set forth in Section
12(c).





                              (hh)
“Restricted Shares” shall mean Shares granted to a Participant pursuant to
Section 9 that are subject to forfeiture if the Participant does not satisfy
the conditions specified in the Award Agreement applicable to those Shares.


                              (ii)
“Restricted Stock Unit” or “RSU” shall mean a right granted to a Participant
under Section 11.


                              (jj)
“Rule 16b-3” shall mean Rule 16b-3 as promulgated under the 1934 Act, as
amended from time to time, together with any successor rule.


                              (kk)
“Section 16 Participant” shall mean a person who is subject to the provisions
of Section 16 of the 1934 Act and the regulations promulgated thereunder with
respect to transactions involving equity securities of the Company.


                              (ll)
“Section 162(m) Exemption” shall mean the exemption from the limitation on
deductibility imposed by 162(m) of the Code that is set forth in Section
162(m)(4)(C) of the Code or any successor provision thereto.


                              (mm)
“Share” shall mean a share of the Company’s Common Stock.


                              (nn)
“Stock Appreciation Right” or “SAR” shall mean a right granted to a Participant
under Section 8. 


                              (oo)
“Subsidiary” shall mean a subsidiary company as defined in Section 424(f) of
the Code (with the Company being treated as the employer corporation for
purposes of this definition).


                              (pp)
“Ten Percent Owner” 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 Company or any Parent or
Subsidiary. 


                    Section 4. Administration. 


                              (a)
The Plan shall be administered by a Committee, which shall consist of two or
more members of the Board, all of whom shall qualify as “outside directors” as
defined for purposes of the regulations under Section 162(m) of the Code and as
“non-employee directors” under Rule 16b-3(b)(3)(i) under the 1934 Act. The
number of members of the Committee shall from time to time be increased or
decreased, and shall be subject to such conditions, in each case as the Board
deems appropriate to permit transactions in Shares pursuant to the Plan to
satisfy the conditions of Rule 16b-3 and Section 162(m) of the Code as then in
effect. The Committee, in its sole discretion, shall have the right to delegate
all or any part of its authority under the Plan to a sub-committee comprised of
no less than two members of the Board. In addition, the Committee, in its sole
discretion, shall have the right to delegate all or any part of its authority
under the Plan for grants to non-officer employees to the chief executive
officer of the Company with limitations established by the Committee. In no
event, however, will the chief executive officer be authorized to make option
grants to any executive officer or member of the Board. 


                              (b)
The Committee has full power and authority to administer and interpret the Plan
and to adopt such rules, regulations, agreements, guidelines and instruments
for 





the administration of the Plan as the Committee deems necessary or
appropriate. The Committee’s powers include, but are not limited to, the
following:


                                        i.
to determine when and to whom Awards should be granted and the
terms, conditions and restrictions applicable to each Award, including, without
limitation, (A) the exercise price or base amount of the Award, (B) the method
of payment for Shares purchased upon the exercise of an Award, (C) the method
of satisfaction of any tax withholding obligation arising in connection with an
Award, (D) the timing, terms and conditions of the exercisability or vesting of
an Award, (E) the vesting, conditions, limitations or restrictions with respect
to any Award, (F) the effect of the Participant’s termination of employment or
service with the Company on any of the foregoing, (G) all other terms,
conditions and restrictions applicable to the Award or Shares acquired pursuant
to an Award not inconsistent with the terms of the Plan, (H) the benefit
payable and the form of payment under any SAR, and (I) whether or not specific
Awards shall be identified with other specific Awards, and if so whether they
shall be exercisable cumulatively with, or alternatively to, such other
specific Awards;


                                        ii.
to determine the amount, if any, that a Participant shall pay for
Restricted Shares, whether to permit or require the payment of cash dividends
thereon to be deferred and the terms related thereto, when Restricted Shares
(including Restricted Shares acquired upon the exercise of any Award) shall be
forfeited and whether such Shares shall be held in escrow;


                                        iii.
to determine the amount, if any, that a Participant shall pay for
RSUs, whether the RSUs include dividend equivalent rights, and the vesting and
issuance schedules applicable to the RSUs; 


                                        iv.
to determine the terms, conditions and restrictions of all Award
Agreements (which need not be identical) and, with the consent of the
Participant, to amend any such Award Agreement at any time, except that the
consent of the Participant shall not be required for any amendment which (A)
does not adversely affect the rights of the Participant or (B) is necessary or
advisable (as determined by the Committee) to carry out the purpose of the
Award as a result of any change in applicable law;


                                        v.
to accelerate the exercisability of, and to accelerate or waive
any or all of the terms, conditions and restrictions applicable to, any Award
or any group of Awards, provided that the Committee determines that such
acceleration, waiver or other adjustment is necessary or desirable in light of
extraordinary circumstances;


                                        vi.
subject to Section 7(c) and (d) hereof, to extend the time during
which any Award or group of Awards may be exercised;


                                        vii.
to make such adjustments or modifications to Awards to
Participants working outside the United States as are advisable to fulfill the
purposes of the Plan; and


                                        viii.
to impose such additional terms, conditions and restrictions upon
the grant, exercise, vesting or retention of Awards as the Committee may,
before or concurrent with the grant thereof, deem appropriate.


                    Section 5. Eligibility. The
Committee may, in its discretion, grant Awards to any Eligible Participant,
provided, however that ISOs may only be granted to an Employee.






                    Section
6. Conditions to Grants. Awards shall be
evidenced by written Award Agreements specifying the number of Shares covered
thereby and the other terms and conditions applicable to the Award. By
accepting an Award, a Participant thereby agrees that the Award shall be
subject to all of the terms and provisions of the Plan and the applicable Award
Agreement. Award Agreements may incorporate all or any of the terms of the Plan
by reference and shall comply with and be subject to the following terms and
conditions: 


                              (a)
The Grant Date of an Award shall be the date on which the Committee grants the
Award or such later date as specified in advance by the Committee; 


                              
(b) The term of each Award shall be for the period as determined by the
Committee, provided that in no event shall the term of any Option or SAR exceed
ten (10) years from its Grant Date, or if Section 7(c)(ii) applies, five (5)
years from its Grant Date; 


                              
(c) An Award may not be exercised for fractional shares of the Company’s Common
Stock; and 


                              
(d) Any terms and conditions of an Award not set forth in the Plan shall be set
forth in the Award Agreement related to that Award. 


                    Section
7. Stock Options. 


                              
(a) Grant of Options. Each Option shall be clearly identified in the applicable
Award Agreement as either an ISO or a Nonstatutory Stock Option. No later than
the Grant Date of any Option, the Committee shall determine the Exercise Price
of such Option.  


                              
(b) Exercise Price. Subject to Section 7(c)(i) hereof, the Exercise Price of an
Option may be the Fair Market Value of a Share on the Grant Date or may be more
than such Fair Market Value, but shall not be less than such Fair Market Value.
An Option shall be exercisable for unrestricted Shares, unless the Award
Agreement provides that it is exercisable for Restricted Shares.  


                              
(c) Grant of ISOs. At the time of the grant of any Option to an Employee, the
Committee may, in its discretion, designate that such Option shall be made
subject to additional restrictions to permit the Option to qualify as an
“incentive stock option” under the requirements of Section 422 of the Code. Any
Option designated as an ISO:  


                                        i.
shall have an Exercise Price that is not less than the Fair Market Value of a
Share on the Grant Date and, if granted to a Ten Percent Owner, shall have an
Exercise Price that is not less than 110% of the Fair Market Value of a Share
on the Grant Date; 


                                        ii.
shall be exercisable for a period of not more than ten (10) years and, if
granted to a Ten Percent Owner, not more than five (5) years, from the Grant
Date and shall be subject to earlier termination as provided herein or in the
applicable Award Agreement; 


                                        iii.
shall meet the limitations of this subparagraph 7(c)(iii). The aggregate Fair
Market Value of Shares with respect to which ISOs may first become exercisable
by a Participant in any calendar year shall not exceed the limit determined in
accordance with the provisions of Section 422(d) of the Code (the “Limit”)
taking into account Shares subject to all ISOs granted by the Company (or any
Parent or Subsidiary) which are held 





by the Participant. To determine whether the Limit is exceeded, the
Fair Market Value of Shares subject to Options shall be determined as of the
Grant Dates of such Options. 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 ISOs, 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;



                                        iv.
shall require the Participant to notify the Committee of any disposition of any
Shares issued upon the exercise of the ISO under the circumstances described in
Section 421(b) of the Code (relating to certain disqualifying dispositions,
each a “Disqualifying Disposition”), within ten (10) business days after
such Disqualifying Disposition; and 


                                        v.
unless otherwise permitted by the Code, shall by its terms not be assignable or
transferable other than by will or by the laws of descent and distribution and
may be exercised, during the Participant’s lifetime, only by the Participant,
except that the Participant may, in accordance with Section 13 hereof,
designate in writing a beneficiary to exercise its ISOs after the Participant’s
death. 


                              (d)
Exercise of Options. 


                                        i.
Subject to Section 7(c)(ii) hereof, each Option shall become exercisable at
such time or times as may be specified by the Committee from time to time, but
no later than ten (10) years from the date of grant of such Option. 


                                        ii.
An Option shall be exercised by the delivery to the Company during the Option
Term of (A) a written notice of intent to purchase a specific number of Shares
subject to the Option in accordance with the terms of the Option by the person
entitled to exercise the Option and (B) payment in full of the Exercise Price
of such specific number of Shares in accordance with Section 7(b) hereof plus
the amount of any tax withholding in accordance with Section 15. 


                                        iii.
The Exercise Price shall, subject to the provisions of the Award Agreement
evidencing the option, be payable in one or more of the forms specified below: 


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


                                        (2)
Shares (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 Company’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, 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
Company for purposes of administering such procedure in compliance with the
Company’s pre-clearance/pre-notification policies) to effect the immediate sale
of the purchased shares and remit to the Company, 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 taxes
required to be withheld by the Company by reason of such exercise and (b) the
Company to 





deliver the certificates for the purchased shares directly to such
brokerage firm on such settlement date in order to complete the sale. 


                    Section
8. SARs. 


                              (a)
Grant of SARs. When granted, SARs may, but need not, be identified with
a specific Option of the Participant (including any Option granted on or before
the Grant Date of the SARs) in a number equal to or different from the number
of SARs so granted; provided, however, that in the case of an ISO, SARs may be
granted only at the time of the grant of the ISO. If SARs are identified with
Shares subject to an Option, then, unless otherwise provided in the applicable
Award Agreement, the Participant’s associated SARs shall terminate upon (A) the
expiration, termination, forfeiture or cancellation of such Option or (B) the
exercise of such Option. 


                              (b)
The Committee shall establish the Base Amount of the SAR at the time the SAR is
granted. Unless the Committee determines otherwise, the Base Amount of each SAR
shall be equal to the per share Exercise Price of the related Option or, if
there is no related Option, an amount equal to or greater than the Fair Market
Value of a Share on the Grant Date of the SAR. 


                              (c)
The term of a SAR granted without identification to an Option of the
Participant, shall be no longer than ten (10) years. 


                              (d)
Exercise of SARs.  


                                        i.
Each SAR shall be exercisable upon such terms and conditions as the Committee
may establish. 


                                        ii.
SARs shall be exercised by delivery to the Company of written notice of intent
to exercise a specific number of SARs. Unless otherwise provided in the
applicable Award Agreement, the exercise of SARs which are identified with
Shares subject to an Option shall result in the cancellation or forfeiture of
such Option to the extent of such exercise. 


                                        iii.
The exercise of a SAR related to an Option will entitle the holder to receive
payment of an amount determined by multiplying: 


                                                  (1)
the excess of the Fair Market Value of a Share on the Exercise Date of such SAR
over the Base Amount specified for such related Option, by 


                                                  (2)
the number of Shares as to which such SAR is exercised. 


                                        iv.
A SAR granted without relationship to an Option will entitle the holder to
receive payment of an amount determined by multiplying: 


                                                  (1)
the excess of (x) the Fair Market Value of a Share of Common Stock on the
exercise date of such SAR over (y) the greater of the Fair Market Value of a
Share on the SAR’s Grant Date or such greater amount as may be set forth in the
applicable Award Agreement, by 





                                                  
(2) the number of Shares as to which such SAR is exercised. 


                                        v.
Notwithstanding (iii) and (iv) above, the Committee may place a limitation on
the amount payable upon exercise of a SAR. Any such limitation must be
determined as of the Grant Date and set forth in the applicable Award Agreement.



                                        vi.
Any distribution to which the Participant becomes entitled upon exercise of a
SAR may be made in (i) Shares valued at Fair Market Value on the Exercise Date,
(ii) cash or (iii) a combination of cash and Shares, as specified in the Award
Agreement. 


                                        vii.
The payment with respect to any SAR shall be made in a manner that complies
with Section 409A of the Code. 


                    Section
9. Grant of Restricted Shares. 


                              (a)
The Committee shall determine the amount, if any, that a Participant shall pay
for Restricted Shares. Any such payment shall be made in full by the
Participant before the delivery of the Shares and in any event no later than ten
(10) business days after the Grant Date. 


                              
(b) During the Restriction Period, a Participant may not sell, assign, transfer,
pledge, hypothecate or otherwise dispose of or encumber the Shares. 


                              
(c) If Restricted Shares are forfeited and the Participant was required to pay
for such shares or acquired such Restricted Shares upon the exercise of an
Option, the Participant shall be deemed to have resold such Restricted Shares
to the Company at a price equal to the lesser of (1) the amount paid by the
Participant for such Restricted Shares, or (2) the Fair Market Value of a Share
on the date of forfeiture, multiplied by the number of Restricted Shares, which
shall be paid to the Participant in cash as soon as administratively
practicable. Such Restricted Shares shall cease to be outstanding and shall no
longer confer on the Participant thereof any rights as a stockholder of the
Company, from and after the date of the event causing the forfeiture, whether
or not the Participant accepts the Company’s tender of payment for such
Restricted Shares. 


                              
(d) The Committee may provide that the certificates for any Restricted Shares
(1) shall be held (together with a stock power executed in blank by the
Participant) in escrow by the Secretary of the Company until such Restricted
Shares become nonforfeitable or are forfeited, or (2) shall bear an appropriate
legend restricting the transfer of such Restricted Shares. If any Restricted Shares
become nonforfeitable, the Company shall cause certificates for such shares to
be issued without such legend. 


                              
(e) Unless the Committee determines otherwise, during the Restriction Period
the Participant shall have the right to vote the Restricted Shares and to
receive any dividends or other distributions paid on such Shares, subject to
any restrictions deemed appropriate by the Committee and set forth in the Award
Agreement. 


                    Section 10. Grant of Bonus Shares.
The Committee may grant Bonus Shares to any Eligible Participant. In the event
the Committee grants Bonus Shares, a certificate for the Shares constituting
such Bonus Shares shall be issued in the name of the Participant to whom such grant was made and delivered to such Participant as soon as
practicable after the date on which the Bonus Shares are granted.






                    Section 11. Grant of Restricted Stock Units. 


                              (a)
The Committee 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 Committee. 


                              (b)
Restricted Stock Units may, in the discretion of the Committee, vest in one or
more installments over the Participant’s period of employment or service or
upon the attainment of specified performance objectives. Outstanding Restricted
Stock Units shall automatically terminate, and no Shares 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
Committee, however, shall have the discretionary authority to issue vested
Shares 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. 


                              (c)
The Participant shall not have any stockholder rights with respect to the
Shares subject to a Restricted Stock Unit award until that Award vests and the
Shares are actually issued thereunder. However, dividend-equivalent units may
be paid or credited, either in cash or in actual or phantom Shares, on
outstanding Restricted Stock Unit awards, subject to such terms and conditions
as the Committee may deem appropriate. 


                    Section 12. Qualified Performance-Based Awards.



                              (a)
Options and SARs. The provisions of the Plan are intended to ensure that
all Options and SARs granted hereunder to any Covered Employee shall qualify
for the Code Section 162(m) Exemption. 


                              (b)
Other Awards. When granting an Award other than an Option or a SAR, the
Committee may designate such Award as a Qualified Performance-Based Award,
based upon a determination that the recipient is or may be a Covered Employee
with respect to such Award, and the Committee wishes such Award to qualify for
the Section 162(m) Exemption. If an Award is so designated, the Committee shall
establish performance goals for such Award within the time period prescribed by
Section 162(m) of the Code. 


                              (c)
Performance Goal. The Committee shall determine objective performance
goals based upon one or more of the following criteria: certain scientific
milestones; earnings (either in the aggregate or on a per share basis);
operating income; cash flow; EBITDA (earnings before interest, taxes,
depreciation and amortization); return on equity; indices related to EVA
(economic value added); per share rate of return on the Common Stock (including
dividends); market share (in one or more markets); customer retention rates;
market penetration rates; revenues; reductions in expense levels; the
attainment by the Common Stock of a specified market value for a specified
period of time or capital raises. Each such performance goal may be based upon
the attainment of specified levels of the Company’s performance or on the
performance of any of the Company’s business units or divisions and may also be
based on performance under one or more of the measures described above relative
to the performance of other entities selected by the Committee. The Committee
may also provide for appropriate adjustments or exclusions for one or more
items related to an event or occurrence which the Committee deems appropriate,
including, without limitation, (1) restructurings, reorganizations or 





discontinued operations, (2) the effect of changes in tax law,
accounting principles or other such laws or provisions affecting reported
results; (3) costs and expenses incurred in connection with mergers and
acquisitions; (4) any extraordinary or nonrecurring items and (5) items of
income, gain, loss or expense attributable to the operations of any business
acquired by the Company or any Subsidiary. 


                              (d)
Achievement of Performance Goals. Each Qualified Performance-Based Award
shall be earned, vested and payable (as applicable) only upon the achievement
of performance goals established by the Committee based upon one or more of the
criteria set forth in Section 12(c), together with the satisfaction of any
other conditions, such as continued employment, as the Committee may determine
to be appropriate; provided, however, that the Committee may provide, either in
connection with the grant thereof or by amendment thereafter, that achievement
of such performance goals will be waived upon the death or Disability of the
Participant, or upon a Change in Control. 


                              (e)
Certification of Performance Goals. Any payment of a Qualified
Performance-Based Award granted with performance goals shall be conditioned on
the written certification of the Committee in each case that the performance
goals and any other material conditions were satisfied. No Qualified
Performance-Based Award held by a Covered Employee may be amended, nor may the
Committee exercise any discretionary authority it may otherwise have under the
Plan with respect to a Qualified Performance-Based Award under the Plan, or in
any manner to waive the achievement of the applicable performance goals or to
increase the amount payable pursuant thereto or the value thereof, or otherwise
in a manner that would cause the Qualified Performance-Based Award to cease to
qualify for the Section 162(m) Exemption. 


                    Section 13. Limitations on Transfer.
No right or interest of a Participant in any outstanding Award may be pledged,
encumbered, or hypothecated to or in favor of any party other than the Company,
or shall be subject to any lien, obligation, or liability of such Participant
to any party other than the Company. No Award shall be assignable or
transferable by a Participant other than by will or the laws of descent and
distribution or, except in the case of an ISO, pursuant to a domestic relations
order that would satisfy Section 414(p)(1)(A) of the Code if such section
applied to an Award under the Plan. A Participant may, if permitted by the
Committee, in its discretion, designate in writing a beneficiary to exercise an
Award after his or her death (if that designation has been received by the
Company prior to the Participant’s death). If no beneficiary has been
designated or survives the Participant, any payments shall be made to the
Participant’s estate. A beneficiary designation may be changed or revoked by a
Participant at any time provided the change or revocation is filed with the
Company. Notwithstanding anything herein to the contrary, the Committee may
(but need not) permit other transfers where the Committee concludes that such
transferability (1) does not result in accelerated taxation, (2) does not cause
any Option intended to be an ISO to fail to be described in Code Section
422(b), and (3) is otherwise appropriate and desirable, taking into account any
factors deemed relevant, including without limitation, state or federal tax or
securities laws applicable to transferable Awards. Any purported transfer in
violation of this Section 13 shall be null and void. 


                    Section 14. Notification under Section 83(b) upon
Exercise. If a Participant, in connection with the exercise of
any Option or the grant of Restricted Shares, makes the election permitted
under Section 83(b) of the Code to include in such Participant’s gross income
in the year of transfer the amounts specified in Section 83(b) of the Code,
then such Participant shall notify the Company, in writing, of such election
within ten (10) days after filing the notice of the election with the Internal
Revenue Service, in addition to any filing and notification required pursuant
to regulations issued under Section 83(b) of the Code. 





                    Section 15. Mandatory Tax Withholding.


                              (a)
The Company’s obligation to deliver Shares upon the exercise, issuance or
vesting of an Award under the Plan shall be subject to the satisfaction of all
applicable federal, state, foreign and local income and employment tax
withholding requirements (the “Required Withholding”). 


                              (b)
The Committee may, in its discretion, provide Participants to whom Awards are
made under the Plan with the right to use Shares in satisfaction of all or part
of the Required Withholding to which such holders may become subject in
connection with the exercise, issuance or vesting of those Awards or the
issuance of Shares thereunder. Such right may be provided to any such holder in
either or both of the following formats: 


                                        i.
Stock Withholding: The election
to have the Company withhold, from the Shares otherwise issuable upon the
issuance, exercise or vesting of such Award or the issuance of Shares
thereunder, a portion of those shares with an aggregate Fair Market Value equal
to the percentage of the Required Withholding (not to exceed one hundred
percent (100%)) designated by such individual. 


                                        ii.
Stock Delivery: The election to
deliver to the Company, at the time of the issuance, exercise or vesting of
such Award or the issuance of Shares thereunder, one or more Shares previously
acquired by such individual (other than in connection with the exercise, share
issuance or share vesting triggering the Required Withholding) with an
aggregate Fair Market Value equal to the percentage of the Required Withholding
(not to exceed one hundred percent (100%)) designated by the individual. 


                    Section 16. Termination of Employment or Service.


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


                                        i.
Any option outstanding at the time of the Participant’s cessation of employment
or service for any reason shall remain exercisable for such period of time
thereafter as shall be determined by the Committee and set forth in the Award
Agreement evidencing the option, but no such option shall be exercisable after
the expiration of the option term.


                                        ii.
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. 


                                        iii.
Should the Participant’s employment or service be terminated for Cause, then
all outstanding options held by the Participant shall terminate immediately and
cease to be outstanding. 


                                        iv.
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. 


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


                                      i.
extend the period of time for which the option is to remain exercisable
following the Participant’s cessation of employment or service from the limited
exercise period otherwise in effect for that option to such greater period of
time as the Committee shall deem appropriate, but in no event beyond the
expiration of the option term; 


                                        ii.
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; 


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


                              (c)
The provisions governing the exercise of SARs following the cessation of the
Participant’s employment or service shall be substantially the same as those
set forth above under Section 16(a) for the options granted under the Plan, and
the Committee’s discretionary authority under Section 16(b) shall also extend
to any outstanding SARs. 


                    Section 17. Change in Control.
Except as otherwise provided by the Committee in an Award Agreement, if a
Participant’s employment is terminated without Cause or if the Participant
resigns for Good Reason within six months after the effective date of a Change
in Control, then (1) all of that Participant’s outstanding Options and SARS
shall become fully exercisable, and (2) all restrictions on the Participant’s
Restricted Shares shall lapse. 


                    Section 18. Prohibition of Repricing Programs.
The Committee 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 or Base Amount per share, (ii) cancel
outstanding Options or Stock Appreciation Rights under the Plan with Exercise
Prices or Base Amounts in excess of the then current Fair Market Value per
Share for consideration payable in equity securities of the Company, or (iii)
otherwise directly reduce the Exercise Price or Base Amount in effect for
outstanding Options or Stock Appreciation Rights under the Plan, without in
each such instance obtaining stockholder approval 


                    Section 19. Plans of Foreign Subsidiaries.
The Committee may authorize any foreign Subsidiary to adopt a plan for granting
Awards (“Foreign Plan”). All Awards granted under such Foreign Plan
shall be treated as Awards under the Plan. Such Foreign Plans shall 





have such provisions as the Committee permits not inconsistent with the
provisions of the Plan. Awards granted under a Foreign Plan shall be governed
by the terms of the Plan, except to the extent that the provisions of the
Foreign Plan are more restrictive than the provisions of the Plan, in which
case the Foreign Plan shall control. 


                    Section 20. Securities Law Matters. 


                              (a)
If the Committee deems it necessary in order to comply with any applicable
securities law, the Committee may require a written investment intent
representation by the Participant and may require that a restrictive legend be
affixed to certificates representing the Shares. If, based upon the advice of
counsel to the Company, the Committee determines that the exercise or
nonforfeitability of, or delivery of benefits pursuant to, any Award would
violate any applicable provision of (i) federal or state securities laws or
regulations or (ii) the listing requirements of any national exchange or
national market system on which any of the Company’s equity securities are
listed, then the Committee may postpone any such exercise, nonforfeitability or
delivery, as applicable, but the Company shall use all reasonable efforts to
cause such exercise, nonforfeitability or delivery to comply with all such
provisions at the earliest practicable date. 


                              (b)
Grants of Awards to Section 16 Participants shall comply with Rule 16b-3 and
shall contain such additional conditions or restrictions as may be required
thereunder for such grants to qualify for exemption from liability under
Section 16(b) promulgated under the 1934 Act. 


                    Section 21. No Employment Rights; No Consultant
Rights; No Director Rights. Subject to a separate written
agreement to the contrary, neither the establishment of the Plan nor the grant
of any Award shall (A) give any Participant the right to remain employed or
otherwise engaged, hired or retained by the Company or any Subsidiary, or to
any benefits not specifically provided by the Plan; (B) confer upon any
Participant any right with respect to continuing the Participant’s relationship
as Consultant or Director of the Company or any Subsidiary; (C) permit any
Participant to interfere in any way with the Participant’s right or the
Company’s right to terminate such relationship at any time, with or without
Cause; or (D) modify the right of the Company or any Subsidiary to modify,
amend or terminate any employee benefit plan. 


                    Section 22. No Rights as a Stockholder.
A Participant shall not have any rights as a stockholder of the Company with
respect to the Shares (other than Restricted Shares) which may be deliverable
upon exercise or payment of such Award until such Shares have been delivered to
the Participant. Restricted Shares, whether held by a Participant or in escrow
by the Company, shall confer on the Participant all rights of a stockholder of
the Company, except as otherwise provided in the Plan or in the applicable
Award Agreement. At the time of a grant of Restricted Shares, the Committee may
require the payment of cash dividends thereon to be deferred and, if the
Committee so determines, reinvested in additional Restricted Shares. Stock
dividends or deferred cash dividends issued with respect to Restricted Shares
shall be subject to the same restrictions and other terms as apply to the
Restricted Shares with respect to which such dividends are issued. The
Committee may in its discretion provide for payment of interest on deferred
cash dividends. 


                    Section 23. Nature of Payments.
Awards shall be special incentive payments to the Participant and shall not be
taken into account in computing the amount of salary or compensation of the
Participant for purposes of determining any pension, retirement, death or other
benefit under (a) any pension, retirement, profit-sharing, bonus, insurance or other






employee benefit plan of the Company or any Subsidiary or (b) any
agreement between (i) the Company or any Subsidiary and (ii) the Participant,
except as such plan or agreement shall otherwise expressly provide. 


                    Section 24. Non-Uniform Determinations.
The Committee’s determinations under the Plan need not be uniform and may be
made by the Committee selectively among persons who receive, or are eligible to
receive, Awards, whether or not such persons are similarly situated. Without
limiting the generality of the foregoing, the Committee shall be entitled to
enter into non-uniform and selective Award Agreements as to (a) the identity of
the Participants, (b) the terms and provisions of Awards, and (c) the treatment
of termination of employment or service. 


                    Section 25. Adjustments. In the
event of a corporate event or transaction involving the Company (including,
without limitation, any stock dividend, stock split, extraordinary cash
dividend, recapitalization, reorganization, merger, consolidation, split-up,
spin-off, combination or exchange of shares), equitable adjustments shall be
made by the Committee to (i) the maximum number and/or class of securities
issuable under the Plan, (ii) the maximum number and/or class of securities
that may be issued under the Plan pursuant to ISOs, (iii) the maximum number
and/or class of securities for which any one person may be granted Awards under
the Plan per calendar year, (iv) the number and/or class of securities and the Exercise
Price or Base Amount 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 Committee 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 addition, the Committee may, in its sole discretion, provide (A)
that Awards will be settled in cash rather than in Shares, (B) that Awards will
become immediately vested and exercisable and will expire after a designated
period of time to the extent not then exercised, (C) that Awards will be
assumed by another party to the transaction or otherwise be equitably converted
or substituted in connection with such transaction, (D that outstanding Awards
may be settled by payment in cash or cash equivalents equal to the excess of
the Fair Market Value of the underlying Shares as of a specified date
associated with the transaction, over the Exercise Price of the Award, (E) that
performance targets and performance periods for Qualified Performance-Based
Awards will be modified, consistent with Code Section 162(m) where applicable,
or (F) any combination of the foregoing. The Committee’s determination need not
be uniform and may be different for different Participants whether or not such
Participants are similarly situated. 


                    Section 26. Reservation of Shares.
The Company, during the term of this Plan, will at all times reserve and keep
available such number of Shares as shall be sufficient to satisfy the
requirements of the Plan. 


                    Section 27. Amendment of the Plan.
The Committee may from time to time, in its discretion, amend the Plan without
the approval of the Company’s stockholders, except that the Company shall obtain
stockholder approval of any Plan amendment to the extent necessary to comply
with any and all laws, rules, or listing requirements relating to the
administration of stock option plans under state corporate laws, federal and
state securities laws and regulations, the Code, any stock exchange or
quotation system on which the Common Stock is listed or quoted and the
applicable laws of any foreign country or jurisdiction where Awards are, or
will be, granted under the Plan. No termination, amendment or modification of
the Plan shall adversely affect any Award previously granted under the Plan,
without the written consent 





of the Participant affected thereby. An outstanding Award shall not be
deemed to be “adversely affected” by a Plan amendment if such amendment would
not reduce or diminish the value of such Award determined as if the Award had
been exercised, vested, cashed in or otherwise settled on the date of such
amendment (with the per-share value of an Option or SAR for this purpose being
calculated as the excess, if any, of the Fair Market Value as of the date of
such amendment over the Exercise Price or Base Amount of such Award). 


                    Section 28. Term of the Plan. The
Plan shall continue in effect until the earlier of its termination by the
Committee or the date on which all of the Shares available for issuance under
the Plan have been issued and all restrictions on such Shares under the terms
of the Plan any Award Agreements have lapsed; provided, however, that no Awards
shall be granted after the tenth (10th) anniversary of the Effective
Date of the Plan. No termination shall affect any Award then outstanding under
the Plan. 


                    Section 29. No Illegal Transactions.
The Plan and all Awards granted pursuant to it are subject to all applicable
laws and regulations. Notwithstanding any provision of the Plan or any Award,
Participants shall not be entitled to exercise, or receive benefits under, any
Award and the Company shall not be obligated to deliver any Shares or deliver
benefits to a Participant, if such exercise or delivery would constitute a
violation by the Participant or the Company of any applicable law or
regulation. 


                    Section 30. Constructive Sales. No
Participant shall directly or indirectly, through related parties or otherwise,
sell “short” or “short against the box” (as those terms are generally
understood in the securities markets), or otherwise directly or indirectly
(through derivative instruments or otherwise) dispose of or hedge, any securities
of the Company issuable upon exercise of such Participant’s Award(s). 


                    Section 31. Controlling Law. This
Plan and any actions taken hereunder shall be governed by, and construed in
accordance with, the laws of the State of Delaware, without regard to the
application of the conflicts of laws provisions thereof. 


                    Section 32. Severability. If any
part of the Plan is declared by any court or governmental authority to be
unlawful or invalid, such unlawfulness or invalidity shall not invalidate any
other part of the Plan. Any Section hereof or part of a Section hereof so
declared to be unlawful or invalid shall, if possible, be construed in a manner
which will give effect to the terms of such Section to the fullest extent
possible while remaining lawful and valid. 


                    Section 33. Unfunded Status of Awards.
The Plan is intended to be an “unfunded” plan for incentive and deferred
compensation. With respect to any payments not yet made to a Participant
pursuant to an Award, nothing contained in the Plan or in any Award Agreement
shall give the Participant any rights greater than those of a general creditor
of the Company. The Plan is not intended to be subject to ERISA. 


                    Section 34. Titles and Headings. The
titles and headings of the sections and the Plan are for convenience of
reference only, and in the event of any conflict, the text of the Plan, rather
than such titles or headings, shall control. 


                    Section 35. Gender and Number.
Except where otherwise indicated by the context, any masculine terms used
herein also shall include the feminine; the plural shall include the singular
and the singular shall include the plural. 





                    Section 36. No Limitations on Rights of Company.
The grant of any Award shall not in any way affect the right or power of the
Company to make adjustments, reclassifications or changes in its capital or
business structure or to merge, consolidate, dissolve, liquidate, sell or transfer
all or any part of its business or assets. The Plan shall not restrict the
authority of the Company, for proper corporate purposes, to grant or assume
awards, other than under the Plan, to or with respect to any person. If the
Committee so directs, the Company may issue or transfer Shares to a Subsidiary,
for such lawful consideration as the Committee may specify, upon the condition
or understanding that the Subsidiary will transfer such Shares to a Participant
in accordance with the terms of an Award granted to such Participant and
specified by the Committee pursuant to the provisions in the Plan. 


                    Section 37. Notice. Except as
otherwise provided in this Plan, all notices or other communications required
or permitted to be given under this Plan to the Company shall be in writing and
shall be deemed to have been duly given if delivered personally or mailed,
postage pre-paid, as follows: (i) if to the Company, at its principal business
address to the attention of the Secretary; and (ii) if to any Participant, at
the last address of the Participant known to the Company at the time the notice
or other communication is sent. 


                    Section 38.
Special Rules This Plan is designed and intended to
comply, to the extent applicable, with Section 162(m) of the Code, and all
provisions hereof shall be construed in a manner to so comply. The Plan is also
intended to comply with the provisions of Section 409A of the Code and,
notwithstanding anything in the Plan or in an Award Agreement to the contrary,
any provision of an Award which is subject to Section 409A of the Code but
which does not comply with the requirements of such section shall be null and
void and of no force or effect and the Committee shall, upon notice of such non-compliance
and in its complete discretion, reform such Award so as to comply with the
provision of Section 409A of the Code. Subject to Section 162(m) of the Code
and Section 16 of the 1934 Act, to the extent the Committee deems it necessary,
appropriate or desirable to comply with foreign law or practices and to further
the purpose of the Plan, the Committee may, without amending this Plan,
establish special rules applicable to Awards granted to Participants who are
foreign nationals, are employed outside the United States, or both, including
rules that differ from those set forth in the Plan, and grant Awards (or amend
existing Awards) in accordance with those rules.