COALOGIX,
                INC. AND SUBSIDIARIES
              CAPITAL
                APPRECIATION RIGHTS PLAN
              Effective
                Date: April 9, 2008










**COALOGIX,
      INC. AND SUBSIDIARIES**


**CAPITAL
      APPRECIATION RIGHTS PLAN**




This
      CoaLogix, Inc. and Subsidiaries Capital Appreciation Rights Plan (the **“** **Plan** **”)** , **** sponsored
      and made effective as of the Effective Date by CoaLogix, Inc., a Delaware
      corporation (the **“** **Corporation** **”),** is
      intended to be an unfunded incentive compensation plan maintained by the
      Corporation primarily for the purpose of providing incentive-based compensation
      only to a select group of management or highly compensated employees (as defined
      in ERISA Sections 201(2), 301(a)(3), 401(a)(1) and 4021(b)(6)). This Plan is
      not
      intended to provide retirement income or result in a deferral of income for
      employees and is therefore not intended to be an employee benefit plan within
      the meaning of ERISA Section 3(3) and is not intended to be subject to
      ERISA.




**Statement
      of Purpose**





1.  The
      Corporation believes that the services of certain key managers of the
      Corporation and its Subsidiaries are of great value and that such managers
      should be compensated for careful and loyal service to the
      Corporation.




2.  The
      Corporation wishes to provide a mechanism for retaining, motivating and creating
      an incentive for its key managers to add substantial value to the Corporation
      and/or its Subsidiaries through profitable growth and to reward such managers
      upon a Change of Control. In order to completely align the interests of the
      Corporation’s key managers with the interests of its stockholders, no value
      under the Plan will be paid to Participants until such time as the Corporation’s
      stockholders receive value for their shares of Corporation stock.




3.  The
      Corporation has designed this Plan to reinforce the need for its managers to
      maintain their entrepreneurial focus and to foster teamwork and constructive
      debate to inspire greater growth and significant improvements in financial
      performance, thereby substantially increasing the value of the Corporation
      and
      its Subsidiaries.




4.  For
      purposes of this Plan, the Corporation does not intend to make regular
      determinations of Fair Market Value (including independent valuations) of the
      Corporation or other Participating Companies during the term of the
      Plan.




**5.**  **The
      value of your CARs Award depends on many factors, including the future growth
      of
      the Corporation’s business and the state of the capital markets at the time of a
      Change of Control. Accordingly, the Corporation is making no representation
      or
      warranty with respect to the future value of your CARs
      Award.**




6.  Participants
      acknowledge and agree that this Statement of Purpose is an important part of
      the
      Plan and that they have read, carefully considered and agree that the matters
      set forth in the Statement of Purpose are important to the continued successful
      growth of the Corporation and its Subsidiaries taken as a whole.


2


Capital
      Appreciation Rights Plan




The
      Corporation does hereby establish this Capital Appreciation Rights Plan under
      the terms and provisions set forth herein.




**ARTICLE
      1**


**DEFINITIONS**




The
      following words and phrases as used in this Plan shall have the meanings set
      forth in this Article 1 unless a different meaning is clearly required by the
      context:




1.1  **“** **Adjusted
      Initial Value** **”** means
      the Initial Value, increased
      by the amount of any cash or other property contributed to the capital of the
      Corporation by its stockholders after the Effective Date, and decreased by
      the
      amount of any dividend or other distribution paid by the Corporation to its
      stockholders .




1.2  **“** **Aggregate
      Award Pool** **”** means an
      amount equal to Five Percent (5%) multiplied by the excess, if any, of (i)
      the
      Change of Control Consideration for the Corporation, over (ii) the Adjusted
      Initial Value of the Corporation.




1.3  **“** **Beneficial
      Ownership** **”** has
      the
      meaning set forth in Rule 13d-3 promulgated under the Exchange Act.




1.4  **“** **Beneficiary** **”** means,
      with respect to a Participant, the individual(s) to whom the Participant’s CARs
      Benefit, if any, shall be paid in the event of the Participant’s death, and
      shall be determined in accordance with the following provisions:




(a)  Designation
      of Beneficiary .
      A
      Participant’s Beneficiary or Beneficiaries shall be the individual or
      individuals who are last designated in writing by the Participant as such
      Participant’s Beneficiary or Beneficiaries. A Participant shall designate the
      initial Beneficiary or Beneficiaries in writing on an Election Form. Any
      subsequent modification of the Participant’s Beneficiary or Beneficiaries shall
      be in a written, executed and notarized letter addressed to the Corporation
      or
      in a subsequently executed and notarized Election Form, which shall be effective
      only when it is received and accepted by the Plan Committee. If more than one
      Beneficiary is designated by a Participant and one or more of the Beneficiaries
      are not living at the time of the Participant’s death, then the percentage
      allocated to the deceased Beneficiaries shall be reallocated to the living
      Beneficiaries on a proportional basis based upon their previously designated
      percentages.




(b)  No
      Designated Beneficiary .
      If, at
      any time, no Beneficiary has been validly designated by a Participant, or the
      Beneficiary designated by the Participant is no longer living at the time of
      the
      Participant’s death, then the Participant’s Beneficiary shall be deemed to be
      the Participant’s spouse, and in the absence thereof, the Participant’s
      estate.




(c)  Designation
      of Entities .
      A
      Participant may not designate an entity as a Beneficiary, other than a trust,
      limited partnership or limited liability company established
      solely for the benefit of a Participant or his or her spouse, children or
      grandchildren. To the extent that a designation purports to designate an entity
      as a Beneficiary, the entire designation shall be null and void.




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(d)  Contingent
      Beneficiaries .
      A
      Participant may designate a contingent Beneficiary or Beneficiaries to receive
      the Participant’s CARs Benefit in the event that the Participant’s currently
      designated Beneficiary or Beneficiaries should predecease the
      Participant.




1.5  **“** **Board** **”** shall
      mean the Board of Directors of the Corporation.




1.6  **“** **CARs
      Award** **”** means
      an
      award to a Participant under the Plan that is set forth in a Participation
      Agreement and that establishes a percentage to be used to calculate the CARs
      Benefit for such Participant upon a Change of Control of the
      Corporation.




1.7  **“** **CARs
      Benefit** **”** means,
      subject to Section 3.6, with respect to a CARs Award to a particular
      Participant, the product of (i) the CARs Award for such Participant, multiplied
      by (ii) the Aggregate Award Pool, if any.




For
      example, assume that:




·
            Participant
                A has a CARs Award of 10% and is currently employed by the Corporation
                or
                a Subsidiary on the date of a Change of Control;
                and




·
            The
                Aggregate Award Pool for the Corporation is $1 million (determined
                by
                multiplying 5% times the excess of (i) the Change of Control Consideration
                for the Corporation, over (ii) the Adjusted Initial Value of the
                Corporation).




Participant
      A’s CARs Benefit would be equal to 10% multiplied by $1 million, for a CARs
      Benefit of $100,000.




1.8  **“** **Cause** **”** means
      one or more of following acts by a Participant: (1) such Participant’s breach of
      (a) any material provision of such Participant’s employment agreement, or (b)
      any stockholders, confidentiality or noncompetition agreement with the
      Corporation or any Subsidiary; (2) any intentional act or intentional omission
      by such Participant that causes, or is likely to cause, material harm to the
      Corporation or any Subsidiary or its business reputation; (3) such Participant’s
      dishonesty, fraud, gross negligence or willful misconduct related to
      Participant’s performance of his or her duties to the Corporation or any
      Subsidiary; (4) such Participant’s conviction of, or such Participant’s entry of
      a plea of guilty or no contest to, a felony (other than for motor vehicle
      offenses the effect of which do not materially impair a Participant’s
      performance of his or her duties), or such Participant’s arrest or indictment
      for a felony or crime of moral turpitude (other than for motor vehicle offenses
      the effect of which do not materially impair a Participant’s performance of his
      or her duties) related to Participant’s performance of his or her duties; (5)
      such Participant’s repeated use of drugs or alcohol that in the reasonable
      determination of the Board interferes with the performance by the Participant
      of
      his or her duties and that is not cured within forty-five (45) days by the
      Participant taking action reasonably requested by the Board in writing to
      address the issue; and (6) such Participant’s willful and continued failure (i)
      to follow the direction (consistent with such Participant’s duties) of
      the
      President and Chief Executive Officer of the Corporation, the Board or any
      other
      Participant to whom such Participant reports, (ii) to perform substantially
      his
      or her duties to the Corporation or any Subsidiary or (iii) to follow the
      written policies, procedures and rules of the Corporation or any Subsidiary
      for
      which such Participant works, in each case if such failure is not cured within
      ten (10) days after a written demand is delivered to such Participant by the
      Board or the President of either the Corporation or the Subsidiary for which
      such Participant works that specifically identifies the manner in which the
      Board believes that such Participant has not met his or her obligations
      hereunder; provided,
      however ,
      that
      for purposes of this clause (6), no act or failure to act on the part of a
      Participant shall be considered “willful” unless it is done or omitted to be
      done by such Participant in bad faith or without reasonable belief that such
      Participant’s action or omission was in the best interests of the Corporation.
      Any act or failure to act based upon authority given pursuant to a resolution
      duly adopted by the Board or based upon the advice of counsel for the
      Corporation shall be conclusively presumed to be done or omitted to be done
      by
      such Participant in good faith and in the best interest of the Corporation.
      The
      termination of employment of a Participant shall not be deemed to be for “Cause”
unless the Participant is notified prior to such termination of employment
      that
      such termination is for Cause.




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1.9  **“** **Change
      of Control** **”** means
      the
      occurrence of any of the following events with respect to the
      Corporation:




(a)  The
      acquisition of Voting Securities of the Corporation by any Person (other than
      a
      shareholder of the Corporation on the Effective Date) immediately after which
      such Person has Beneficial Ownership of more than 50% of the combined voting
      power (determined on an “as converted” common stock equivalent basis) of the
      Corporation’s then outstanding Voting Securities;




(b)  A
      merger,
      consolidation or reorganization involving the Corporation, unless:




(i)  the
      stockholders of the Corporation, immediately before such merger, consolidation
      or reorganization, own, directly or indirectly, immediately following such
      merger, consolidation or reorganization, at least a majority of the combined
      voting power (determined on an “as converted” common stock equivalent basis) of
      the outstanding Voting Securities of the corporation resulting from such merger
      or consolidation or reorganization (the **“** **Surviving
      Corporation** **”** ); **** and





(ii)  the
      individuals who were members of the Board immediately prior to the execution
      of
      the agreement providing for such merger, consolidation or reorganization
      constitute at least a majority of the members of the board of directors of
      the
      Surviving Corporation; or




(c)  The
      sale
      or other disposition of all or substantially all of the assets of the
      Corporation (defined as a sale of assets of the Corporation representing more
      than 40% of the Fair Market Value of the total assets held by the Corporation)
      to any Person (other than a transfer to a Subsidiary).


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(d)  Notwithstanding
      the foregoing, a Non-Control Acquisition shall not constitute a Change of
      Control.




(e)  Notwithstanding
      the foregoing, an event described in this Section 1.9 shall only constitute
      a
      Change of Control if the Change of Control Consideration received by Acorn
      Energy, Inc. in cash, cash equivalents or freely-tradable securities or
      securities that become freely-tradable, or such Change of Control Consideration
      that is available for distribution to Acorn Energy, Inc., is a dollar amount
      equal to or greater than the amount required to generate a Thirty Percent (30%)
      Internal Rate of Return on the initial capital contribution of $11,038,700
      made
      by Acorn Energy, Inc. on November 7, 2007, increased by the amount of any cash
      or other property contributed to the capital of the Corporation by Acorn Energy,
      Inc., reduced by any dividends or other distributions paid from the Corporation
      to Acorn Energy, Inc., on or before the Change of Control, and reduced by the
      Change of Control Consideration at the Change of Control date. For example,
      to
      illustrate the provisions of this Section 1.9(e), assume that Acorn Energy,
      Inc.
      makes an additional capital contribution of $1,000,000 on July 1, 2008, receives
      a dividend distribution of $500,000 on January 1, 2009, and a third-party buyer
      acquires 100% of the Voting Securities of the Corporation on September 1, 2010,
      with the Change of Control Consideration received at closing in cash or
      freely-tradable securities by Acorn Energy, Inc. equal to $24,200,000. Such
      transaction would constitute a Change of Control for purposes of this Plan
      because the Change of Control Consideration received by Acorn Energy, Inc.
      on
      September 1, 2010 ($24,200,000) exceeds the amount of Change of Control
      Consideration required to provide a minimum 30% Internal Rate of Return to
      Acorn
      Energy, Inc. ($24,121,309).




Except
      as
      provided in Section 1.9(c) above, in no event shall a Change of Control of
      a
      Subsidiary constitute a Change of Control of the Corporation.




1.10  **“** **Change
      of Control Consideration** **”** means,
      with respect to the Corporation, an amount equal to the difference between
      (i)
      the Fair Market Value of all cash, securities and other property (a) paid or
      issued by the acquiring entity in exchange for the stock or assets of the
      Corporation in consideration for such Change of Control or (b) raised as
      proceeds in a public offering of the Corporation’s voting common stock (or any
      successor securities thereto, pursuant to an effective registration statement
      on
      Form S-1 (or other applicable form) under the Securities Act of 1933, and (ii)
      all fees and expenses incurred by the Corporation or the stockholders thereof
      associated with the transaction, including without limitation investment
      banking, legal, accounting and appraisal fees and expenses, including fees
      and
      expenses incurred to respond to any claim pursuant to Sections 7.2 and 7.3,
      and
      the Fair Market Value of any debt of the Corporation for which the shareholders
      of the Corporation prior to the Change of Control remain liable following the
      Change of Control. The Fair Market Value of the Change of Control Consideration
      shall be determined as of the date of the Change of Control.




1.11  **“** **Claimant** **”** has
      the
      meaning set forth in Section 7.2(b).




1.12  **“** **Code** **”** means
      the Internal Revenue Code of 1986, as amended from time to time.




6


1.13  **“** **Common
      Stock** **”** means,
      as
      applicable, the common stock of the Corporation.




1.14  **“** **Corporation** **”** means
      CoaLogix, Inc., a Delaware corporation, and its successors and assigns, and
      any
      other corporation, partnership, limited liability company or sole proprietorship
      into which the Corporation may be merged or consolidated.




1.15  **“** **Disability** **”** means,
      with respect to a Participant, that the Participant has been determined to
      be
      disabled within the meaning of the Corporation’s long term disability plan, if
      any, and if no such plan is in existence, then Disability shall mean that the
      Participant has been determined to be disabled by the Social Security
      Administration for purposes of federal Social Security benefits.




1.16  **“** **Effective
      Date** **”** means
      April 9, 2008.




1.17  **“** **Election
      Form** **”** means
      the
      written document (the form of which is attached to this Plan as **Exhibit
      B** )
      by
      which a Participant makes his or her designation of Beneficiaries.




1.18  **“** **Eligible
      Individual** **”** means
      an
      individual who is a manager or highly compensated employee (within the meaning
      of ERISA Sections 201(2), 301(a)(3), 401(a)(1) and 4021(b)(6)) of the
      Corporation and/or a Subsidiary.




1.19  **“** **ERISA** **”** means
      the
      Employee Retirement Income Security Act of 1974, as amended from time to
      time.




1.20  **“** **Exchange
      Act** **”** means
      the
      Securities Exchange Act of 1934, as amended.




1.21  **“** **Fair
      Market Value** **”** of
      any
      asset other than cash or securities required to be valued under this Plan means
      the fair market value thereof at the time of such determination, as determined
      in good faith by the Plan Committee based on all relevant available facts,
      which
      may include among other things the opinions of independent valuation experts
      as
      to value. The Fair Market Value of common stock or any other securities as
      of a
      date of determination means the following:




(a)  Stock
      Listed and Shares Traded .
      If the
      common stock or other securities are listed and traded on a national securities
      exchange (as such term is defined by the 1934 Act) or on the NASDAQ National
      Market System on the date of determination, the Fair Market Value per share
      shall be the average of the closing prices of the securities on such national
      securities exchange or on the National Market System, for the ten (10) trading
      day period ending three (3) trading days prior to the date of determination.
      If
      the common stock or other securities are traded in the over-the-counter market,
      the Fair Market Value per share shall be the average of the closing bid and
      asked prices on the date of determination.




(b)  Stock
      Listed But No Shares Traded .
      If the
      common stock or other securities are listed on a national securities exchange
      or
      on the National Market System but no shares of the common stock or other
      securities are traded on the date of determination but there were shares traded
      on dates within a reasonable period before the date
      of
      determination, the Fair Market Value shall be the closing price of the common
      stock or other securities on the most recent date before the date of
      determination. If the common stock or other securities are regularly traded
      in
      the over-the-counter market but no shares of the common stock or other
      securities are traded on the date of determination (or if records of such trades
      are unavailable or burdensome to obtain) but there were shares traded on dates
      within a reasonable period before the date of determination, the Fair Market
      Value shall be the average of the closing bid and asked prices of the common
      stock or other securities on the most recent date before the date of
      determination.




7


(c)  Stock
      Not Listed .
      If the
      common stock or other securities are not listed on a national securities
      exchange or on the National Market System and are not regularly traded in the
      over-the-counter market, then the Plan Committee shall determine the Fair Market
      Value of the common stock or other securities based on all relevant available
      facts, which may include among other things the average of the closing bid
      and
      ask prices reflected in the over-the-counter market on a date within a
      reasonable period either before or after the date of determination, or opinions
      of independent valuation experts as to value and may take into account any
      recent sales and purchases of such common stock or other securities to the
      extent they are representative.




The
      Plan
      Committee’s determination of Fair Market Value shall be final and binding for
      all purposes of this Plan.




1.22  **“** **Initial
      Value** **”** means
      an
      amount equal to $12,986,683.




1.23  **“** **Internal
      Rate of Return** **”** means
      the
      discount rate that results in a net present value of zero for a series of cash
      flows.




1.24  **“** **Majority
      of CARs Awards** **”** means
      the
      holders of a majority of the total CARs Awards granted pursuant to the Plan.
      For
      example, if the Corporation has granted CARs Awards for 100% of the Aggregate
      Award Pool, then the Participants that hold CARs Awards for more than 50%
      constitute the Majority of CARs Awards.




1.25  **“** **Non-Control
      Acquisition** **”** shall
      mean an acquisition of Voting Securities by an employee benefit plan (or a
      trust
      forming a part thereof) maintained by the Corporation or any
      Subsidiary.




1.26  **“** **Participant** **”** means
      an
      Eligible Individual who has met the requirements for participation in this
      Plan
      by being selected by the Plan Committee to be a Participant hereunder and who
      has executed a Participation Agreement.




1.27  **“** **Participation
      Agreement** **”** means
      a
      written agreement between the Corporation and a Participant (the form of which
      is attached to this Plan as **Exhibit
      A** )
      that is
      given to an Eligible Individual to evidence such Eligible Individual’s status as
      a Participant in this Plan. A Participation Agreement shall be effective only
      when validly executed by the Corporation and the Participant.




8


1.28  **“** **Person** **”** for
      purposes of Section 1.9, has the meaning used for purposes of Section 13(d)
      or
      14(d) of the Exchange Act. For all other purposes under this Plan, Person means
      any individual, organization, corporation, partnership, limited liability
      company or other entity.




1.29  **“** **Plan** **”** means
      this CoaLogix, Inc. and Subsidiaries Capital Appreciation Rights Plan, as the
      same shall be from time to time amended.




1.30  **“** **Plan
      Committee** **”** prior
      to
      a Change of Control of the Corporation means a committee appointed by the Board
      and comprised of one or more members of the Board who are not Participants
      under
      the Plan. Following a Change of Control of the Corporation, the Plan Committee
      shall be comprised of the members of the Plan Committee that were serving on
      the
      day preceding the date of the Change of Control. Any vacancy on the Plan
      Committee following a Change of Control shall be filled by the affirmative
      vote
      of the persons that held a majority of the outstanding shares of Voting
      Securities on the day preceding the date of a Change of Control.




1.31  **“** **Proportionate
      Share** **”** has
      the
      meaning set forth in Section 4.5.




1.32  **“** **Subsidiary** **”** means
      (i)
      any corporation more than 50% of the outstanding Voting Securities of which
      are
      owned by the Corporation or any Subsidiary, directly or indirectly, or (ii)
      a
      partnership, limited liability company or other Person in which the Corporation
      or any Subsidiary holds a general partnership or other equity interest
      sufficient to enable it to direct the management and policies
      thereof.




1.33  **“** **Surviving
      Corporation** **”** has
      the
      meaning set forth in Section 1.8(a)(ii).




1.34  **“** **Tax
      Obligations** **”** has
      the
      meaning set forth in Section 7.14.




1.35  **“** **Voting
      Securities** **”** means
      securities of a corporation that have the power to vote generally for the
      election of directors.






**ARTICLE
      2**


**ELIGIBILITY
      AND PARTICIPATION**




2.1  **Attainment
      of Participant Status** **.** Any
      Eligible Individual may become a Participant in this Plan by being selected
      to
      be a Participant hereunder by the Plan Committee. The Plan Committee shall
      have
      complete and absolute discretion to decide which Eligible Individuals shall
      be
      become Participants in this Plan and the Plan Committee’s decisions regarding
      Participant status shall be final and binding. In no event may any Eligible
      Individual become a Participant on the day of or after the occurrence of a
      Change of Control.






**ARTICLE
      3**


**CARS
      BENEFITS**




3.1  **Initial
      Award of CARs Benefit** **.** Upon
      being selected as a Participant pursuant to Article 2, each Participant shall
      have a CARs Award specified in such Participant’s Participation
      Agreement.




9


3.2  **Additional
      Awards of CARS Benefit** **.** Subject
      to Section 3.3, the Plan Committee may make additional grants of CARs Awards
      to
      any Participant with respect to the Corporation. If the Plan Committee makes
      an
      additional grant to a Participant, the Corporation and Participant shall execute
      an additional Participation Agreement for such Participant that indicates the
      additional CARs Award. Once a CARs Award has been designated for a Participant,
      it may not be decreased with respect to such Participant without the consent
      of
      the Participant. However, no Participant in this Plan shall earn any CARs
      Benefit under this Plan with respect to the Corporation unless and until the
      date of a Change of Control has occurred with respect to the Corporation in
      accordance with Section 3.4.




3.3  **Limitation
      on Board Authority to Award CARs Awards** **.** The
      Plan
      Committee cannot make CARs Awards in excess of One Hundred Percent (100%) of
      the
      Aggregate Award Pool, and no CARs Award can be made on or after the occurrence
      of a Change of Control.




3.4  **Timing
      of Accrual of CARs Benefits** **.** No
      Participant in this Plan shall earn any CARs Benefit under this Plan until
      a
      Change of Control with respect to the Corporation has occurred. Upon the date
      of
      such Change of Control, each Participant that holds CARs Awards shall
      immediately earn his or her CARs Benefit with respect to the Corporation,
      calculated as of the date of such Change of Control, and no further CARs
      Benefits shall be earned under this Plan with respect to the Corporation. The
      earned CARs Benefit of a Participant shall be paid to the Participant, and
      may
      be subject to forfeiture upon the occurrence of certain events, in accordance
      with Article 4.




3.5  **Operational
      Authority of the Corporation** **.** The
      Corporation, in its sole discretion, shall have the right to make decisions
      relating to intercompany transactions, including without limitation the
      allocation of shared infrastructure expenses among the Corporation and its
      Subsidiaries, the incurrence of indebtedness by the Corporation and its
      Subsidiaries to fund the operations of the Corporation and any of its
      Subsidiaries and the deployment of capital generated by one Subsidiary to invest
      in other Subsidiaries. All decisions relating to the investment of capital
      or
      other resources shall be made by the Corporation in its sole discretion. In
      addition, the Corporation will continue to make decisions regarding the payment
      of dividends, cash management, investment management, tax planning, risk
      management and other similar issues with a view to providing the maximum value
      to the Corporation and its Subsidiaries as a whole.




3.6  **Termination
      of Employment** **.** In
      the
      event a Participant’s employment is terminated prior to a Change of Control, the
      effect on such Participant’s CARS Award is set forth below:




(a)  Death,
      Disability or Termination without Cause .
      In the
      event a Participant’s employment is terminated within nine (9) months prior to
      the occurrence of a Change of Control because of (i) the death of the
      Participant, (ii) the Disability of the Participant, (iii) the involuntary
      termination other than for Cause of employment of a Participant or (iv) the
      resignation or other voluntary termination of employment of a Participant with
      the consent of the remaining Participants holding a Majority of the CARs Awards
      (determined without regard to the CARs Award of the terminated Participant),
      then the CARs Benefit of such Participant shall be payable upon the occurrence
      of a Change
      of
      Control. In the event of the death of a Participant, such Participant’s CARs
      Benefit, the amount of which shall be determined as set forth above, shall
      be
      paid to the Participant’s Beneficiary in the same form and manner as if the
      Participant had not died, with such Beneficiary determined as of the date on
      which such subsequently payable amounts are paid and not on the date of the
      Participant’s death.




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(b)  Other
      Terminations .
      In the
      event a Participant’s employment is terminated prior to the occurrence of a
      Change of Control because of (i) the resignation or other voluntary termination
      of employment by such Participant other than as described in Section 3.6(a)
      (iv), or (ii) the involuntary termination of employment of a Participant for
      Cause, then such Participant’s CARs Award shall be forfeited and no payment
      shall be made under the Plan with respect to such Participant. The Plan
      Committee may reallocate or award any forfeited CARs Award to other
      Participants.






**ARTICLE
      4**


**PAYMENT
      OF CARS BENEFITS**




4.1  **General
      Liability for Payment** **.** All
      payment obligations to Participants created under this Plan shall be the sole
      responsibility, liability and obligation of the Corporation. Payment of CARs
      Benefits to any Participant may be made by either the Subsidiary that is the
      employer of the Participant or the Corporation on behalf of the
      Subsidiary.




4.2  **Payment
      Procedures** **.** All
      payments required to be made under this Plan shall be made in accordance with
      the following procedures:




(a)  Notice
      of CARs Benefit .
      Following a Change of Control, the Plan Committee shall provide each Participant
      with a written statement that sets forth the amount of such Participant’s CARs
      Benefit under the Plan.




(b)  Acceptance
      of CARs Benefit .
      The
      Participants acknowledge that the Corporation will need to quickly deal with
      any
      issues that might arise in connection with the determination of the value of
      individual CARs Benefits in connection with a Change of Control. Accordingly,
      within 10 days following receipt of the statement setting forth the CARs Award
      pursuant to Section 4.2(a), each Participant shall either (i) execute a written
      agreement accepting the CARs Award and agreeing that no further amount is due
      under the Plan, which agreement shall be in a form provided by the Plan
      Committee or (ii) provide a written notice that such Participant disagrees
      with
      the calculation of his or her CARs Award or with any other matter under the
      Plan. In the event any Participant disagrees with the calculation of CARs
      Benefits or any other matter, such disagreement shall be resolved in accordance
      with Sections 7.2 and 7.3 of the Plan. In the event any Participant fails to
      either accept the CARs Award or disagree with the calculation of the CARs Award
      or any other matter within the 10 day period following receipt of the statement,
      such Participant shall be deemed to have accepted the CARs Award.




(c)  Payments
      in the Event of a Dispute .
      The
      resolution of any disagreement over the calculation of the amount of any
      Participant’s CARs Award or any other matter may affect the calculation of the
      CARs Awards for other Participants. In the event any Participant
      disagrees with the calculation of his or her CARs Benefit or any other matter,
      the Plan Committee shall have the right, in its sole discretion,
      to:




11


(i)  pay
      in
      accordance with Section 4.3 all CARs Benefits to Participants that have accepted
      their CARs Benefits and withhold payment of any CARs Benefits to any
      Participants that have disagreed with the calculation of CARs Benefit or any
      other matter until such disagreement is resolved in accordance with Sections
      7.2
      and 7.3 of the Plan; or




(ii)  if
      the
      nature of the disagreement will not impact the calculation of CARs Benefits
      for
      all Participants, pay all CARs Benefits to Participants that will be unaffected
      by the resolution of the disagreement and withhold payment of CARs Benefits
      to
      Participants that might be affected by the resolution of such disagreement
      until
      such disagreement is resolved in accordance with Sections 7.2 and 7.3 of the
      Plan; or




(iii)  pay
      any
      undisputed portion, if any, of the CARs Benefits to all Participants and
      withhold any disputed portion of the CARs Benefits to all Participants;
      or




(iv)  withhold
      all CARs Benefits payable under the Plan until the resolution of all
      disagreements with respect to the calculation of CARs Benefits or any other
      matter in accordance with Sections 7.2 and 7.3.




No
      disagreement with respect to the calculation of CARs Benefits shall delay the
      payment of Change of Control Consideration to the stockholders the Corporation.
      In the event of a disagreement with respect to the calculation of CARs Benefits
      or any other matter, the Corporation shall have the right to make payments
      to
      the stockholders of the full amount of the Change of Control Consideration
      that
      the Plan Committee determines should be allocated to the stockholders. If the
      nature of the disagreement is such that the resolution of such disagreement
      might reduce the amount payable to the stockholders, the Corporation shall
      make
      adequate provision to ensure that any amounts required to be repaid as a result
      of the resolution will be repaid (which adequate provision may be an unsecured
      contractual agreement by each stockholder to make any required
      repayment).




4.3  **Payment
      of CARs Benefits** **.** Subject
      to the provisions of Sections 4.2, 4.4 and 4.5, payment of CARs Benefits under
      this Plan shall be made in the same form and at the same time or times as the
      stockholders of the Corporation receive their Change of Control Consideration;
      provided, that such amounts shall be paid not later than five (5) years after
      the Change of Control.




4.4  **Provision
      for Tax Liability** **.** If
      the
      Change of Control Consideration is comprised of property other than cash or
      freely tradable securities and the Participant will incur a Tax Obligation
      to
      any governmental entity with respect to, and relating to, the CARs Benefit
      for
      the taxable year in which payment of such Participant’s CARs Benefit occurs
      (after taking into account all tax withholdings of the Participant, including
      those in Section 7.14 hereof), such Participant shall receive a portion of
      his
      or her CARs Benefit that is sufficient to pay such Tax Obligation
      solely in cash or freely tradable securities. The determination of the amount
      of
      the Tax Obligation shall be made by the Company’s independent public accountants
      at the time of the Change of Control based on individual tax rates in effect
      at
      that time. For purposes of the preceding sentence, as an example to demonstrate
      when further cash payments might be necessary beyond the withholding described
      in Section 7.14, if 28% federal withholding is applied to the Participant’s CARs
      Benefit, but the Participant is actually in a 39% marginal federal income tax
      bracket, another 11% of the Participant’s CARs Benefit must be paid in cash to
      accommodate the extra 11% of tax (39% minus 28%) that the Participant will
      subsequently owe based on the CARs Benefit. To the extent that a Participant
      receives the payment of his or her CARs Benefit in common stock or other
      property, the value of such common stock or other property shall be the Fair
      Market Value of the common stock or other property as of the date of the Change
      of Control.




12


4.5  **Indemnification
      and Contingent Payments** **.** If
      in
      connection with a Change of Control of the Corporation, the stockholders of
      the
      Corporation are required to provide indemnification to the purchaser in
      connection therewith, each Participant agrees that accrual and payment of such
      Participant’s CARs Benefit shall be contingent on such Participant agreeing in
      writing to be liable for his or her Proportionate Share of such indemnification
      to the same extent as if such Participant was a stockholder. For purposes of
      this Section 4.5, **“** **Proportionate
      Share** **”** means
      (a)
      if the calculation is being made prior to the time a Participant has paid taxes
      with respect to the CARs Benefit, the percentage amount obtained by dividing
      such Participant’s CARs Benefit by the total Change of Control Consideration,
      and (b) if the calculation is being made after the Participant has paid taxes
      on
      the CARs Benefit, the percentage amount obtained by dividing (i) the total
      amount of such Participant’s CARs Benefit minus such Participant’s tax liability
      with respect to the CARs Benefit (as determined by the Company’s independent
      public accountants based on individual tax rates in effect at that time), by
      (ii) the total Change of Control Consideration. In no event shall a Participant
      be liable for more than the total amount of his or her CARs Benefit (or, if
      such
      Participant has paid taxes with respect thereto, the total amount of his or
      her
      CARs Benefit minus the tax liability determined as set forth above). To the
      extent any of the Change of Control Consideration is required to be escrowed
      in
      connection with such indemnification, each Participant agrees that his or her
      proportionate share of such escrowed amount may be paid directly into the same
      escrow account used for the stockholders’ escrow amount. In addition, to the
      extent payment of any of the Change of Control Consideration is deferred or
      contingent, each Participant will receive his or her proportionate share of
      such
      deferred or contingent Change of Control Consideration (based on the total
      amount of such Participant’s CARs Benefit compared to the total Change of
      Control Consideration) at the same time and to the same extent that the
      stockholders of the Corporation; provided, that such deferred amounts shall
      be
      paid not later than five (5) years after the Change of Control.






**ARTICLE
      5**


**ADMINISTRATION**




5.1  **Powers
      and Responsibility** **.** The
      Plan
      Committee shall have complete authority to administer the Plan hereunder, with
      all powers necessary to enable it to properly carry out its duties as set forth
      in this Plan. The Plan Committee shall have the following duties and
      responsibilities:




13


(a)  to
      construe the Plan and to determine answers to all questions that shall arise
      thereunder;




(b)  to
      make
      determinations of Fair Market Value as provided herein;




(c)  to
      engage
      assistants and professional advisers, including independent valuation
      experts;




(d)  to
      provide procedures for determination of claims for benefits;




(e)  to
      determine the Participants under the Plan and the benefits of the Plan to which
      any Participant may be entitled;




(f)  to
      maintain and retain records relating to Participants;




(g)  to
      prepare and furnish to Participants all information required to be furnished
      to
      them by law or the provisions of the Plan;




(h)  to
      prepare and file or publish with appropriate government officials all reports
      and other information required under law to be so filed or published;
      and




(i)  to
      have
      all other powers and responsibilities conferred under the Plan.




5.2  **Records
      of Plan Committee** **.** All
      acts
      and determinations of the Plan Committee shall be duly recorded, and all such
      records, together with such other documents as may be necessary for the
      administration of the Plan, shall be preserved in the custody of the Plan
      Committee.




5.3  **Reporting
      and Disclosure** **.** The
      Plan
      Committee shall keep all Participant and group records relating to Participants
      and all other records necessary for the proper operation of the Plan. Such
      records shall be made available to the Corporation and to any other person
      or
      entity that the Corporation authorizes. The Plan Committee shall prepare and
      shall file as required by law or regulation all reports, forms, documents and
      other items required by the Code and other relevant statutes and any regulations
      thereunder.




5.4  **Construction
      of the Plan** **.** The
      Plan
      Committee shall take such steps as are considered necessary and appropriate
      to
      remedy any inequity that results from incorrect information received or
      communicated in good faith or as the consequence of an administrative error.
      The
      Plan Committee shall interpret the Plan and shall determine the questions
      arising in the administration, interpretation and application of the Plan.
      The
      Plan Committee shall correct any defect, reconcile any inconsistency or supply
      any omission with respect to the Plan.




5.5  **Assistants
      and Advisors** .




(a)  The
      Plan
      Committee shall have the right to hire, at the expense of the Corporation,
      such
      professional assistants and consultants (including without limitation attorneys,
      accountants, valuation experts and actuaries) as it, in its sole discretion,
      deems necessary or advisable.




14


(b)  The
      Plan
      Committee and the Corporation shall be entitled to rely upon all certificates
      and reports made by professional assistants and consultants selected pursuant
      to
      this Section 5.5. The Plan Committee and the Corporation shall be fully
      protected in respect to any action taken or suffered by them in good faith
      in
      reliance upon the advice or opinion of any such professional assistants and
      consultants, and any action so taken or suffered shall be conclusive upon all
      other Persons interested in the Plan.




5.6  **Indemnification** **.** The
      Plan
      Committee and each member thereof shall be indemnified by the Corporation
      against judgment amounts, settlement amounts (other than amounts paid in a
      settlement to which the Corporation does not consent) and expenses reasonably
      incurred by the Plan Committee or such member in connection with any claim,
      proceeding, lawsuit or other action relating to or arising out of this Plan
      to
      which the Plan Committee or such member (by reason of his or her service as
      a
      member of the Plan Committee) may be a party. The Company shall not be liable
      to
      an indemnified person in any such case to the extent the claim, proceeding,
      lawsuit or other action is determined to have resulted directly and primarily
      from the bad faith, gross negligence or willful misconduct of such indemnified
      person. The foregoing right to indemnification shall be in addition to such
      other rights as such Board, Plan Committee or each Board member may enjoy as
      a
      matter of law or by reason of the Corporation’s charter, bylaws or insurance
      coverage.




5.7  **Decisions
      Binding** **.** All
      determinations and decisions made by the Plan Committee pursuant to the
      provisions of this Plan, including without limitation all determinations of
      Fair
      Market Value, all related orders and resolutions of the Plan Committee shall
      be
      final, conclusive and binding on all Persons, including the Corporation, their
      respective successors and assigns, and their respective stockholders, directors,
      Eligible Individuals, Participants and their estates.






**ARTICLE
      6**


**AMENDMENT
      OR TERMINATION**




6.1  **Continuation
      of Plan** **.** The
      Corporation reserves and retains the right to amend or terminate this Plan
      as
      set forth in this Article 6.




6.2  **Right
      to Amend Plan** .




(a)  Amendment
      by the Corporation .
      Except
      as set forth herein, the Corporation reserves the right, if deemed necessary
      or
      desirable in the opinion of the Plan Committee in its sole discretion, to amend,
      in whole or in part, any or all the provisions of the Plan, including
      specifically the right to make such amendments effective retroactively. The
      Plan
      Committee shall make no amendment that diminishes the ability of a Participant
      who has already been awarded a CARs Award pursuant to this Plan to earn a CARs
      Benefit under this Plan unless it provides such Participant with a benefit
      determined by the Plan Committee in its sole discretion to be of comparable
      value. The Plan contemplates that additional Subsidiaries will be designated
      by
      the Plan Committee as Participating Companies and the designation of new
      Participating Companies by the Plan Committee shall not constitute an amendment
      to the Plan.




15


(b)  Amendments
      by the Corporation and the Participants .
      This
      Plan may be amended in any manner, including amendments that affect the rights
      of Participants that have already been awarded a CARs Award to receive a CARs
      Benefit, upon the affirmative vote of (i) the Corporation and (ii) Participants
      that hold a Majority of CARs Awards.




6.3  **Right
      to Terminate Plan** .




(a)  Termination
      by the Corporation .
      Except
      as set forth herein, the Corporation reserves the right, if deemed necessary
      or
      desirable in the opinion of the Plan Committee in its sole discretion, to wholly
      or partially terminate the Plan. Except as set forth in Section 3.5, the Plan
      Committee shall effect no termination that diminishes the ability of a
      Participant who has already been awarded a CARs Award pursuant to this Plan
      to
      earn a CARs Benefit under this Plan unless it provides such Participant with
      a
      benefit determined by the Plan Committee in its sole discretion to be of
      comparable value.




(b)  Termination
      by the Corporation and the Participants .
      This
      Plan may be terminated, in whole or in part, including terminations that affect
      the rights of Participants that have already been awarded a CARs Award to
      receive a CARs Benefit, upon the affirmative vote of (i) the Corporation and
      (ii) Participants that hold a Majority of CARs Awards.




(c)  Automatic
      Termination of Plan Upon a Change of Control .
      Upon
      the occurrence of a Change of Control of the Corporation, this Plan shall
      automatically terminate and no Participant shall earn any CARs Benefit under
      this Plan after such Change of Control. However, the termination of the Plan
      pursuant to this Section 6.3(c) shall not affect the accrual of a CARs Benefit
      pursuant to Article 3 upon such Change of Control.






**ARTICLE
      7**


**MISCELLANEOUS**




7.1  **Participant’s
      Rights to Employment** **.** Nothing
      contained in the Plan, any amendment thereof, the grant of any CARs Award or
      the
      payment of any benefits, shall be construed to give any individual or employee,
      whether or not a Participant, any rights to continued employment or continued
      performance of services for the Corporation or any Subsidiary, or any legal
      or
      equitable right against the Corporation or any Subsidiary, or any officer,
      director, stockholder or employee thereof.




7.2  **Claims
      Procedures** .




(a)  Filing
      a Claim .
      In the
      event a Participant has any dispute, claim or disagreement arising out of or
      relating to any decision made by the Plan Committee under this Plan, such
      Participant shall give written notice of such claim to the Plan Committee within
      ten (10) calendar days following the Participant’s receipt of such decision. The
      written notice must contain a complete description of the claim and be
      reasonably calculated
      to bring the claim to the attention of the Plan Committee. If the disagreement
      relates to the calculation of the amount of the CARs Benefit or any other matter
      following the occurrence of a Change of Control, a claim shall be deemed to
      have
      been made by the delivery of the notice required by Section 4.2(b). If a
      Participant fails to deliver written notice of a claim within the ten (10)
      calendar day period required by this Section 7.2, such Participant shall be
      deemed to have accepted the decision of the Plan Committee or the calculation
      of
      his or her CARs Benefit and no claim may be made hereunder.




16


(b)  Notification
      of Denial .
      If
      after reviewing a claim submitted in accordance with Section 7.2(a), the Plan
      Committee determines that any individual who has claimed a right to receive
      benefits under the Plan (a **“** **Claimant** **”** )
      is not
      entitled to receive all or any part of the benefits claimed, the Claimant shall
      be informed in writing of the specific reason or reasons for the denial, with
      specific reference to pertinent Plan provisions on which the denial is based,
      a
      description of any additional material or information necessary for the Claimant
      to perfect the claim, if applicable, and a description of the review procedures
      set forth in Section 7.2(d).




(c)  Timing
      of Notification .
      The
      Claimant shall be so notified of the Plan Committee’s decision within thirty
      (30) calendar days after the receipt of the claim, unless the Plan Committee
      determines that special circumstances require an extension of time for
      processing the claim. If such an extension of time for processing is required,
      the Plan Committee shall furnish the Claimant written notice of the extension
      prior to the termination of the initial 30-day period. In no event shall said
      extension exceed a period of thirty (30) calendar days from the end of such
      initial period. The extension notice shall indicate the special circumstances
      requiring an extension of time and the date by which the Plan Committee expects
      to render a final decision. If for any reason, the Claimant is not notified
      within the period described above, the claim shall be deemed denied and the
      Claimant may then request review of said denial, subject to the provisions
      of
      Section 7.2(d).




(d)  Review
      Procedures .
      The
      Claimant or his duly authorized representative may, within ten (10) calendar
      days after receipt of notice of the Plan Committee’s decision, request a review
      of the Plan Committee’s decision, review pertinent documents and submit to the
      Plan Committee such further information as will, in the Claimant’s opinion,
      establish his rights to such benefits. If upon receipt of this further
      information, the Plan Committee determines that the Claimant is not entitled
      to
      the benefits claimed, it shall afford the Claimant or his representative
      reasonable opportunity to submit issues and comments in writing. If the Claimant
      wishes, he may request in writing that the Plan Committee hold a hearing. The
      Plan Committee may, in its discretion, schedule a hearing on the issue as soon
      as is reasonably possible under the circumstances. The Plan Committee shall
      render its final decision with the specific reasons therefor in writing and
      in a
      manner calculated to be understood by the Claimant.




(e)  Timing
      of Final Decision .
      The
      Plan Committee’s final decision shall include specific references to the
      pertinent Plan provisions on which the decision is based and shall be
      transmitted to the Claimant by certified mail within thirty (30) calendar days of
      receipt of Claimant’s request for such review, unless the Plan Committee
      determines that special circumstances require a further extension of time for
      processing, in which case a decision shall be rendered as soon as possible,
      but
      not later than sixty (60) calendar days after receipt of a request for review.
      If the Plan Committee determines that such an extension of time for review
      is
      required because of special circumstances, written notice of the extension
      shall
      be furnished to the Claimant prior to the commencement of the extension. If
      a
      decision on review is not furnished within the time period described above,
      the
      claim shall be deemed denied on review.




17


7.3  **Arbitration
      of Disputed Claims** **.** In
      the
      event that after a Claimant has filed a claim for benefits pursuant to the
      provisions of Section *7.2* and
      the
      Claimant does not agree with the Plan Committee’s decision with respect to such
      claim, the Claimant and the Plan Committee shall attempt in good faith to settle
      the matter by negotiations. If such negotiations do not resolve the claim,
      such
      claim shall be resolved exclusively by final and binding arbitration to be
      held
      in Charlotte, North Carolina, in accordance with the Commercial Arbitration
      Rules in effect at such time of the American Arbitration Association (the **“** **Rules** **”)** Any
      arbitration to resolve a claim with respect to the Plan or the determination
      or
      payment of CARs Benefits thereunder must be filed within thirty (30) calendar
      days of the date that the Participant receives notice from the Plan Committee
      that his or her claim has been finally denied pursuant to Section 7.2 or such
      claim shall be forfeited. If the amount of the claim is Five Hundred Thousand
      Dollars ($500,000) or less, there shall be a single neutral arbitrator chosen
      by
      the written consent of the parties, or, if they are unable to agree within
      thirty (30) calendar days after the demand for arbitration, a single neutral
      arbitrator shall be chosen in accordance with the Rules. If the amount of the
      claim exceeds Five Hundred Thousand Dollars ($500,000) (and unless the parties
      otherwise agree to arbitrate before a sole arbitrator), then there shall be
      three arbitrators, one appointed by each party within thirty (30) calendar
      days
      after receipt by the respondent of the demand for arbitration, and the two
      arbitrators so appointed shall, within thirty (30) calendar days after their
      appointment, appoint a third, presiding neutral arbitrator. If either party
      fails to nominate an arbitrator, or the two arbitrators appointed by the parties
      are unable to appoint a presiding arbitrator within the stated periods, such
      arbitrators shall be appointed in accordance with the Rules. In addition, if
      the
      amount of the claim exceeds $500,000, then the “Optional Procedures for Large,
      Complex Commercial Disputes” of the Rules shall apply to the arbitration. The
      arbitrator(s) shall have no right to award any consequential or punitive damages
      to either party. The arbitrator, or if there are three arbitrators, the
      arbitrators by majority vote, shall render a written award and the award shall
      be final. Judgment upon the award may be entered by any court of competent
      jurisdiction. The non-prevailing party shall pay all fees and expenses of the
      arbitration and shall pay to the prevailing party an amount equal to all costs
      and expenses of the prevailing party that are associated with the arbitration,
      including without limitation the reasonable legal, accounting and expert fees
      and expenses. The arbitrator(s) shall determine which party is the prevailing
      party and shall set forth such determination in the award. If no party
      is ** determined
      to be the prevailing party, then each party shall pay their own fees and
      expenses.




7.4  **Nonalienation
      or Assignment** **.** Except
      as
      otherwise provided by applicable law, none of the benefits under this Plan
      is
      subject to the claims of creditors of Participants and will not be subject
      to
      attachment, garnishment or any other legal process whatsoever. A Participant
      may not assign, sell, borrow on or otherwise encumber any of his or her interest
      in the Plan.




18


7.5  **Location
      of Payee; Unclaimed Benefits** **.** In
      the
      event that all or any portion of the CARs Benefit payable to a Participant
      hereunder shall, at the expiration of a reasonable time after it has become
      payable, remain unpaid solely by reason of the inability of the Plan Committee
      to determine the whereabouts of a Participant after sending a certified letter,
      return receipt requested, to the last known address of such Participant, and
      after further diligent effort to ascertain the whereabouts of such Participant,
      the amount so payable may be placed in escrow for the benefit of such
      Participant. If such Participant does not claim the CARs Benefit within five
      years following the date of the Change of Control, the CARs Benefit shall be
      forfeited and the amount of the CARs Benefit shall be paid to the stockholders
      of the applicable Corporation on a proportional basis.




7.6  **Governing
      Law** **.** This
      Plan
      shall be administered in the United States of America, and its validity,
      construction, and all rights hereunder shall be governed by the laws of the
      State of Delaware, without regards to its laws concerning choice of laws. If
      any
      provision of the Plan shall be held invalid or unenforceable, the remaining
      provisions hereof shall continue to be fully effective.




7.7  **Correction
      of Participant’s CARS Benefits** **.** If
      an
      error or omission is discovered in the CARs Benefit payable to a Participant,
      or
      in the amount paid to a Participant, the Plan Committee will make such equitable
      adjustments in the records of the Plan as may be necessary or appropriate to
      correct such error or omission as of the date on which such error or omission
      is
      discovered. The Corporation shall, as directed by the Plan Committee, make
      such
      equitable adjustments to the payment(s) to the Participant as are necessary
      to
      equitably account for the error or omission.




7.8  **Recovery
      of Mistaken Payments** ***.*** If
      any
      CARs Benefit is paid to a Participant in an amount that is greater than the
      amount payable under the terms of the Plan, such Participant shall be liable
      to
      the Corporation for the amount of any excess payment and the Corporation may
      recover the excess amount by eliminating or reducing the Participant’s future
      payments, including without limitation salary or other payments, if any, from
      the Corporation or by such other means as are available under applicable law
      to
      recover the excess benefit amount on behalf of the Corporation from the
      Participant.




7.9  **Action
      of Corporation and Plan Committee** **.** Except
      as
      may be specifically provided herein, any action required or permitted to be
      taken by the Corporation or the Plan Committee may be taken by any entity or
      individual who has been delegated the proper authority.




7.10  **Corporation
      Records** **.** Records
      of the Corporation as to an employee’s or individual’s period(s) of employment
      or service will be conclusive on all Persons, unless determined by the Plan
      Committee to be incorrect.




7.11  **Gender
      and Number** **.** Wherever
      applicable, the masculine pronoun shall include the feminine pronoun, and the
      singular shall include the plural.




19


7.12  **Headings** **.** The
      titles in this Plan are inserted for convenience of reference, constitute no
      part of the Plan and are not to be considered in the construction
      hereof.




7.13  **Liability
      Limited** **.** To
      the
      extent permitted by applicable law, neither the Plan Committee nor any member
      thereof shall be liable for any acts of omission or commission in administering
      the Plan, except for his or her or its own willful misconduct. The Corporation
      and each member of the Plan Committee shall be entitled to rely conclusively
      on
      all tables, valuations, certificates, opinions and reports that are furnished
      by
      an actuary, accountant, insurance company, counsel or other expert who shall
      be
      employed or engaged by the Plan Committee or the Corporation.




7.14  **Withholding** **.** The
      Corporation shall have the power and right to deduct or withhold an amount
      sufficient to satisfy federal, state or local taxes, domestic or foreign,
      required by law or regulation to be withheld **(“** **Tax
      Obligations** **”)** with
      respect to the payment of any CARs Benefit.




7.15  **Parachute
      Payments** **.** Notwithstanding
      anything in this Plan to the contrary and subject to the provisions of this
      Section 7.15, in the event that the Corporation’s outside, independent
      accountants shall determine that any amount paid or distributed to a Participant
      pursuant to the Plan shall, as a result of a Change of Control of the
      Corporation, constitute a parachute payment within the meaning of Section 280G
      of the Code, and the aggregate of such parachute payments and any other amounts
      paid or distributed to the Participant from any other plans or arrangements
      maintained by the Corporation, or by any other member of the same affiliated
      group (as defined in Section 1504 of the Code determined without regard to
      Section 1504(b)) which includes the Corporation, would more likely than not,
      in
      the opinion of the Corporation’s outside, independent accountants, cause the
      Participant to be subject to the excise tax imposed by Section 4999 of the
      Code
      (the “Excise Tax”), then such payment shall be approved in a manner that is in
      compliance with the requirements of Code Section 280G(b)(5)(B) and any
      regulations issued thereunder by those shareholders of the Corporation holding,
      directly or indirectly, not less than 75% of the Voting Securities of the
      Corporation entitled to vote pursuant to Code Section 280G(b)(5)(B) immediately
      prior to a Change of Control.




**IN
      WITNESS WHEREOF,** the
      Corporation has caused this Plan to be executed by its duly authorized officers
      and its corporate seal to be affixed hereto, all as of the 9th day of April,
      2008.







[CORPORATE
                SEAL]
              ATTEST:
              By:
              Name:
              Title:
            CORPORATION:
              **COALOGIX,
                INC**
              By:
              Name:
              Title:





20


**Exhibit
      A**





**PARTICIPATION
      AGREEMENT**





21


**Exhibit
      B**





**ELECTION
      FORM**





22