EXHIBIT 4

LIBERTY LIVEWIRE CORPORATION  2000 INCENTIVE PLAN  (Effective November 28, 2000)

ARTICLE I    PURPOSE AND EFFECTIVENESS

1.1Purpose. The purpose of the Plan is to promote the success of the Company by providing a method whereby
(i) eligible employees of the Company and its Subsidiaries and (ii) independent contractors providing services to the Company or its Subsidiaries may be awarded additional remuneration
for services rendered and encouraged to invest in capital stock of the Company, thereby increasing their proprietary interest in the Company's businesses, encouraging them to remain in the employ of
the Company or its Subsidiaries, and increasing their personal interest in the continued success and progress of the Company or its Subsidiaries. The Plan is also intended to aid in
(i) attracting persons of exceptional ability to become officers and employees of the Company and its Subsidiaries and (ii) inducing independent contractors to agree to provide services
to the Company.

1.2Effective Date. The Plan became effective on November 28, 2000, but shall be subject to approval by the
affirmative vote of the holders of at least a majority of the voting power of the outstanding shares of capital stock of the Company represented in person or by proxy and entitled to vote at the 2001
annual meeting of stockholders of the Company. Any Awards under the Plan made prior to such stockholder approval shall be conditioned upon such approval and shall be null and void if such approval is
not obtained.

ARTICLE II    DEFINITIONS

2.1Certain Defined Terms. Capitalized terms not defined elsewhere in the Plan shall have the following meanings
(whether used in the singular or plural):



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ARTICLE III    ADMINISTRATION

3.1Committee. The Plan shall be administered by the Compensation Committee of the Board unless a different committee is
appointed by the Board. The Committee shall be comprised of not less than two persons. The Board may from time to time appoint members of the Committee in substitution for or in addition to members
previously appointed, may fill vacancies in the Committee and may remove members of the Committee. With respect to Awards granted to a person subject to Rule 16b-3, unless otherwise
determined by the Board, the Committee granting such Award (a) shall be the entire Board or (b) shall be comprised solely of two or more "non-employee directors" as defined
by Rule 16b-3. With respect to Awards granted to a "covered employee" under Section 162(m), unless otherwise determined by the Board, the Committee granting such Award shall
be comprised solely of two or more "outside
directors" as defined by Section 162(m). With respect to Awards granted to a person subject to both Rule 16b-3 and Section 162(m), unless otherwise determined by the
Board, all grants will be made in a manner that complies with both Rule 16b-3 and Section 162(m).The Committee shall select one of its members as its chairman and shall hold
its meetings at such times and places as it shall deem advisable. A majority of its members shall constitute a quorum and all determinations shall be made by a majority of such quorum. Any
determination reduced to writing and signed by all of the members shall be fully as effective as if it had been made by a majority vote at a meeting duly called and held.

3.2Powers. The Committee shall have full power and authority to grant to eligible persons Options under
Article VI of the Plan and, subject to the last sentence of this Section 3.2 shall have full power and authority to grant to eligible persons SARs under Article VII of the Plan,
Restricted Shares under Article VIII of the Plan, Stock Units under Article IX of the Plan, and/or Performance Awards under Article X of the Plan, to determine (subject to the
express provisions of the Plan) the terms and conditions (which need not be identical) of all Awards so granted, to interpret the provisions of the Plan and any Agreements relating to Awards granted
under the Plan, and to supervise the administration of the Plan. If provided in the applicable form of Agreement, the Committee in making an Award may provide for the granting or issuance of
additional, replacement or alternative Awards upon the occurrence of specified events, including the exercise of the original Award. The Committee shall have sole authority in the selection of persons
to whom Awards may be granted under the Plan and in the determination of the timing, pricing and amount of any such Award, subject only to the express provisions of the Plan. In making determinations
hereunder, the Committee may take into account the nature of the services rendered by the respective employees and independent contractors, their present and potential contributions to the success of
the Company and its Subsidiaries and such other factors as the Committee in its discretion deems relevant. Anything contained herein to the contrary notwithstanding, the Committee shall not grant any
Awards in the form of Tandem SARs, Free Standing SARs, Restricted Shares, Stock Units and/or Performance Awards (other than Performance Awards consisting solely of Options) in any calendar year unless
the Board (taking into account tax and accounting consequences and other relevant circumstances) shall first have determined that Awards in such form may be granted in such calendar year and shall
have approved a form of Agreement applicable to such Award, and any and all such Awards shall be subject to such terms and conditions as the Board shall adopt at or before such determination and
approval.

3.3Interpretation. The Committee is authorized, subject to the provisions of the Plan, to establish, amend and rescind
such rules and regulations as it deems necessary or advisable for the proper administration of the Plan and to take such other action in connection with or in relation to the Plan as it deems
necessary or advisable. Each action and determination made or taken pursuant to the Plan by the Committee, including any interpretation or construction of the Plan, shall be final and conclusive for
all purposes and upon all persons. No member of the Committee shall be liable for any action or determination made or taken by him or the Committee in good faith with respect to the Plan.

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ARTICLE IV    SHARES SUBJECT TO THE PLAN

4.1Number of Shares. Subject to the provisions of this Article IV, the maximum number of shares of Common Stock
with respect to which Awards may be granted during the term of the Plan shall be 6,500,000 shares. Shares of Common Stock will be made available from the authorized but unissued shares of the Company
or from shares reacquired by the Company, including shares purchased in the open market. The shares of Common Stock subject to (i) any Award granted under the Plan that shall expire, terminate
or be annulled for any reason without having been exercised (or considered to have been exercised as provided in Section 7.2), (ii) any Award of any SARs granted under the Plan that
shall be exercised for cash and (iii) any Award of Restricted Shares or Stock Units that shall be forfeited prior to becoming vested (provided that the Holder received no benefits of ownership
of such Restricted Shares or Stock Units other than voting rights and the accumulation of Retained Distributions and unpaid Dividend Equivalents that are likewise forfeited), shall again be available
for purposes of the Plan.

4.2Adjustments. If the Company subdivides its outstanding shares of Common Stock into a greater number of shares of
Common Stock (by stock dividend, stock split, reclassification or otherwise) or combines its outstanding shares of Common Stock into a smaller number of shares of Common Stock (by reverse stock split,
reclassification or otherwise), or if the Committee determines that any stock dividend, extraordinary cash dividend, reclassification, recapitalization, reorganization, split-up,
spin-off, combination, exchange of shares, warrants or rights offering to purchase Common Stock, or other similar corporate event (including mergers or consolidations other than those that
constitute Approved Transactions) affects the Common Stock such that an adjustment is required in order to preserve the benefits or potential benefits intended to be made available under this Plan,
then the Committee shall, in its sole discretion and in such manner as the Committee may deem equitable and appropriate, make such adjustments to any or all of (i) the number and kind of shares
which thereafter may be awarded, optioned, or otherwise made subject to the benefits contemplated by the Plan, (ii) the number and kind of shares subject to outstanding Awards, and
(iii) the purchase or exercise price and the relevant appreciation base with respect to any of the foregoing,provided, however,that the number
of shares subject to any Award shall always be a whole number. The Committee may, if deemed appropriate, provide for a cash payment to any Holder of an Award in connection with or in lieu of any
adjustment made pursuant to this Section 4.2.

ARTICLE V    ELIGIBILITY

The persons who shall be eligible to participate in the Plan and to receive Awards under the Plan shall be such employees and independent contractors of the
Company and its Subsidiaries (including employees or independent contractors who are officers or directors of the Company or any Subsidiary)
as the Committee shall select. Awards may be made to any such employee or independent contractor whether or not he or she holds or has held Awards under this Plan or any similar or other awards under
any other plan of the Company or any of its Affiliates. ARTICLE VI Stock Options

6.1Grant of Options. Subject to the limitations of the Plan, the Committee shall designate from time to time those
eligible persons to be granted Options, the time when each Option shall be granted to such eligible persons, the number of shares of Common Stock subject to such Option, whether such Option is an
Incentive Stock Option or a Nonqualified Stock Option and, subject to Section 6.2, the purchase price of the shares of Common Stock subject to such Option. Subject to the other provisions of
the Plan, the same person may receive Incentive Stock Options and Nonqualified Stock Options at the same time and pursuant to the same Agreement, providedthat Incentive Stock Options and Nonqualified
Stock Options are clearly designated as such.

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6.2Option Price.The price at which shares may be purchased upon exercise of an Option ("Exercise Price") shall be
fixed by the Committee and may be more than, less than or equal to the Fair Market Value per share of the Common Stock on the date the Option is granted; provided,however, that the per share Exercise Price of an Option shall not be less than the Fair Market
Value per share of the Common Stock on the date the Option is granted (or, if the Committee determines to measure Fair Market Value for this purpose on an intra-day basis, at the time the
Option is granted) without the prior approval of the Board.

6.3Limitation on Grants. Without limiting the provisions of Section 11.1, no person may be granted in any
calendar year Options covering more than]950,000 shares of Common Stock (as such number may be adjusted hereafter as provided in Section 4.2).

6.4Term of Options.Subject to the provisions of the Plan and the applicable Agreement with respect to death,
retirement and termination of employment, the term of each Option shall be for such period as the Committee shall determine as set forth in the applicable Agreement, but shall in no event be longer
than 10 years from the date of grant.

6.5Exercise of Options. Each Option granted under the Plan shall become (and remain) exercisable during the term of the
Option to the extent provided in the applicable Agreement and this Plan;provided,however, that no
Option shall be exercisable prior to the second anniversary of the date of grant, or become exercisable as to more than 25% of the shares subject thereto (on a cumulative basis) on each of the second,
third, fourth and fifth anniversaries of the date of grant, without the prior approval of the Board. Unless the Agreement otherwise provides, each Option granted under this Plan may be exercised to
the extent exercisable, in whole or in part, at any time and from time to time during the term of such Option;provided, however,that subsequent to the
grant of an Option, the Board (or, if the Board expressly provides, the Committee), at any time before complete termination of
such Option, may accelerate the time or times at which such Option may be exercised in whole or in part (without reducing the term of such Option except as otherwise provided herein).

6.6Manner of Exercise.



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6.7Nontransferability. Unless otherwise determined by the Committee and provided in the applicable Agreement, Options
shall not be transferable other than by will or the laws of descent and distribution or pursuant to a domestic relations order and, except as otherwise required pursuant to a domestic relations order,
Options may be exercised during the lifetime of the Holder thereof only by such Holder (or his or her court appointed legal representative).

ARTICLE VII    SARs

7.1Grant of SARs. Subject to the limitations of the Plan, including the last sentence of Section 3.2 and any
terms and conditions imposed by the Board in connection with any Board action authorizing SAR awards pursuant thereto, SARs may be granted by the Committee to such eligible persons in such
numbers, and at such times during the term of the Plan as the Committee shall determine. An SAR may be granted to a Holder of an Option (hereinafter called a "related Option") with respect to all or a
portion of the shares of Common Stock subject to the related Option (a "Tandem SAR") or may be granted separately to an eligible person (a "Free Standing SAR"). Subject to the limitations of the Plan,
SARs shall be exercisable in whole or in part upon notice to the Company upon such terms and conditions as are provided in the Agreement. Without limiting the provisions of Section 11.1, no
person may be granted in any calendar year SARs covering more than 950,000 shares of Common Stock (as such number may be adjusted from time to time as provided in Section 4.2).

7.2Tandem SARs.A Tandem SAR may be granted either concurrently with the grant of the related Option or (if the related
Option is a Nonqualified Option) at any time thereafter prior to the complete exercise, termination, expiration or cancellation of such related Option. Tandem SARs shall be exercisable only at the
time and to the extent that the related Option is exercisable (and may be subject to such additional limitations on exercisability as the Agreement may provide), and in no event

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after the complete termination or full exercise of the related Option. Upon any exercise or termination of the related Option, the Tandem SARs with respect thereto shall be canceled automatically to
the extent of the number of shares of Common Stock with respect to which the related Option was so exercised or terminated. Subject to the limitations of the Plan, upon the exercise of a Tandem SAR,
the Holder thereof shall be entitled to receive from the Company, for each share of Common Stock with respect to which the Tandem SAR is being exercised, consideration (in the form determined as
provided in Section 7.4) equal in value to the excess of the Fair Market Value of a share of Common Stock on the date of exercise over the related Option purchase price per share (or, if the
Committee determines to measure Fair Market Value for this purpose on an intra-day basis, at the time of exercise); provided, however, that the Committee may, in any Agreement granting
Tandem SARs, provide that the appreciation realizable upon exercise thereof shall be measured from a base higher than the related Option purchase price.

7.3Free Standing SARs. Free Standing SARs shall be exercisable at the time, to the extent and upon the terms and
conditions set forth in the applicable Agreement. The base price of a Free Standing SAR shall be not less than 100% of the Fair Market Value of a share of Common Stock on the date of grant of the Free
Standing SAR. Subject to the limitations of the Plan, upon the exercise of a Free Standing SAR, the Holder thereof shall be entitled to receive from the Company, for each share of Common Stock with
respect to which the Free Standing SAR is being exercised, consideration (in the form determined as provided in Section 7.4) equal in value to the excess of the Fair Market Value of a share of
Common Stock on the date of exercise over the base price per share of such Free Standing SAR.

7.4Consideration. The consideration to be received upon the exercise of an SAR by the Holder shall be paid in cash,
shares of Common Stock (valued at Fair Market Value on the date of exercise of such SAR, or at any time on such date as determined by the Committee) or a combination of cash and shares of Common Stock
as specified in the Agreement, or, if so provided in the Agreement, either as determined by the Committee in its sole discretion or as elected by the Holder, provided that the
Committee (and/or the Board, if it so provides in connection with any action pursuant to the last sentence of Section 3.2 hereof) shall have the power to approve or disapprove the election by a
Holder to receive cash in full or partial settlement of an SAR, which approval or disapproval may be given at any time. The Company's obligation arising upon the exercise of an SAR may be paid
currently or on a deferred basis with such interest or earnings equivalent as the Committee may determine. No fractional shares of Common Stock shall be issuable upon exercise of an SAR and, unless
otherwise provided in the applicable Agreement, the Holder will receive cash in lieu of fractional shares. Unless the Committee (or the Board) shall otherwise determine, to the extent an SAR is
exercisable, it will be exercised automatically for stock on its expiration date.

7.5Limitations. The applicable Agreement may provide for a limit on the amount payable to a Holder upon exercise of
SARs at any time or in the aggregate, for a limit on the number or aggregate value of SARs that may be exercised by the Holder in whole or in part for cash during any specified period, for a limit on
the time periods during which a Holder may exercise SARs and for such other limits on the rights of the Holder and such other terms and conditions of the SAR as the Committee (or the Board) may
determine, including, without limitation, a condition that the SAR may be exercised only in accordance with rules and regulations adopted by the Committee or the Board from time to time. Unless
otherwise so provided in the applicable Agreement, any such limit relating to a Tandem SAR shall not restrict the exercisability of the related Option. Such rules and regulations may govern the right
to exercise SARs granted prior to the adoption or amendment of such rules and regulations as well as SARs granted thereafter.

7.6Exercise. For purposes of this Article VII, the date of exercise of an SAR shall mean the date on which the
Company shall have received notice from the Holder of the SAR of the exercise of such SAR.

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7.7Nontransferability. Unless otherwise determined by the Committee and provided in the applicable Agreement, SARs
shall not be transferable other than by will or the laws of descent and distribution or pursuant to a domestic relations order and, except as otherwise required pursuant to a domestic relations order,
SARs may be exercised during the lifetime of the Holder thereof only by such Holder (or his or her court appointed legal representative).

ARTICLE VIII    RESTRICTED SHARES

8.1Grant. Subject to the limitations of the Plan, including the last sentence of Section 3.2 and any terms and
conditions imposed by the Board in connection with any Board action authorizing Restricted Share awards pursuant thereto, the Committee shall designate those eligible persons to be granted awards of
Restricted Shares, shall determine the time when each such Award shall be granted, whether shares of Common Stock covered by awards of Restricted Shares will be issued at the beginning or the end of
the Restriction Period and whether Dividend Equivalents will be paid during the Restriction Period in the event shares of Common Stock are to be issued at the end of the Restriction Period, and shall
designate (or set forth the basis for determining) the Vesting Date or Vesting Dates for each award of Restricted Shares and may prescribe other restrictions, terms and conditions applicable to the
vesting of such Restricted Shares in addition to those provided in the Plan. The Committee (or the Board) shall determine the price, if any, to be paid by the Holder for the Restricted Shares; provided, however,that the issuance of Restricted Shares shall be made for at least the minimum consideration necessary to permit such Restricted
Shares to constitute fully paid and nonassessable shares. All determinations made by the Committee and/or the Board pursuant to this Section 8.1 shall be specified in the Agreement.

8.2Issuance of Restricted Shares at Beginning of the Restriction Period. If shares of Common Stock are issued at the
beginning of the Restriction Period, the stock certificate or certificates representing such Restricted Shares shall be registered in the name of the Holder to whom such Restricted Shares shall have
been awarded. During the Restriction Period, certificates representing the Restricted Shares and any securities constituting Retained Distributions shall bear a restrictive legend to the effect that
ownership of the Restricted Shares (and such Retained Distributions), and the enjoyment of all rights appurtenant thereto, are subject to the restrictions, terms and conditions provided in the Plan
and the applicable Agreement. Such certificates shall remain in the custody of the Company and the Holder shall deposit with the Company stock powers or other instruments of assignment, each endorsed
in blank, so as to permit retransfer to the Company of all or any portion of the Restricted Shares and any securities constituting Retained Distributions that shall be forfeited or otherwise not
become vested in accordance with the Plan and the applicable Agreement.

8.3Restrictions. Restricted Shares issued at the beginning of the Restriction Period shall constitute issued and
outstanding shares of Common Stock for all corporate purposes. The Holder will have the right to vote such Restricted Shares, to receive and retain such dividends and distributions paid or distributed
on such Restricted Shares as the Committee (or the Board) may designate, and to exercise all other rights, powers and privileges of a Holder of shares of Common Stock with respect to such Restricted
Shares;except, that(a) the Holder will not be entitled to delivery of the stock certificate or certificates representing such Restricted Shares
until the Restriction Period shall have expired and unless all other vesting requirements with respect thereto shall have been fulfilled or waived; (b) the Company will retain custody of the
stock certificate or certificates representing the Restricted Shares during the Restriction Period as provided in Section 8.2; (c) other than such dividends and distributions as the
Committee or the Board may designate, the Company will retain custody of all distributions ("Retained Distributions") made or declared with respect to the Restricted Shares (and such Retained
Distributions will be subject to the same restrictions, terms and vesting and other conditions as are applicable to the Restricted Shares) until such time, if ever, as the Restricted Shares with
respect to

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which such Retained Distributions shall have been made, paid or declared shall have become vested, and such Retained Distributions shall not bear interest or be segregated in a separate account;
(d) the Holder may not sell, assign, transfer, pledge, exchange, encumber or dispose of the Restricted Shares or any Retained Distributions or his interest in any of them during the Restriction
Period; and (e) a breach of any restrictions, terms or conditions provided in the Plan or established by the Committee (or the Board) with respect to any Restricted Shares or Retained
Distributions will cause a forfeiture of such Restricted Shares and any Retained Distributions with respect thereto.

8.4Issuance of Stock at End of the Restriction Period. Restricted Shares issued at the end of the Restriction Period
shall not constitute issued and outstanding shares of Common Stock and the Holder shall not have any of the rights of a stockholder with respect to the shares of Common Stock covered by such an award
of Restricted Shares, in each case until such shares shall have been transferred to the Holder at the end of the Restriction Period. If and to the extent that shares of Common Stock are to be issued
at the end of the Restriction Period, the Holder shall be entitled to receive Dividend Equivalents with respect to the shares of Common Stock covered thereby (if at all) to such extent, at such time
and in such manner as the Committee or the Board may specify in the Agreement.

8.5Cash Awards. The Agreement in connection with an award of Restricted Shares may provide for the payment of a cash
amount to the Holder of such Restricted Shares at any time after such Restricted Shares shall have become vested. Any such cash awards shall be payable in accordance with such additional restrictions,
terms and conditions as shall be prescribed by the Committee or the Board in the Agreement and shall be in addition to any other salary, incentive, bonus or other compensation payments which such
Holder shall be otherwise entitled or eligible to receive from the Company.

8.6Completion of Restriction Period. On the Vesting Date with respect to each award of Restricted Shares, and the
satisfaction of any other applicable restrictions, terms and conditions (a) all or the applicable portion of such Restricted Shares shall become vested, (b) any Retained Distributions
and (to the extent specified in the Agreement) any unpaid Dividend Equivalents with respect to such Restricted Shares shall become vested to the extent that the Restricted Shares related thereto shall
have become vested and (c) any cash award to be received by the Holder with respect to such Restricted Shares shall become payable, all in accordance with the terms of the applicable Agreement.
Any such Restricted Shares, Retained Distributions and any unpaid Dividend Equivalents that shall not become vested shall be forfeited to the Company, and the Holder shall not thereafter have any
rights (including dividend and voting rights) with respect to such Restricted Shares, Retained Distributions and any unpaid Dividend Equivalents that shall have been so forfeited. The Committee or the
Board may provide that the delivery of any Restricted Shares, Retained Distributions and unpaid Dividend Equivalents that shall have become vested, and payment of any cash awards that shall have
become payable, shall be deferred until such date or dates as the recipient may elect. Any election of a recipient pursuant to the preceding sentence shall be filed in writing with the Committee in
accordance with such rules and regulations, including any deadline for the making of such an election, as the Committee may provide.

ARTICLE IX    STOCK UNITS

9.1Grant. Subject to the limitations of the Plan, including the last sentence of Section 3.2 and any terms and
conditions imposed by the Board in connection with any Board action authorizing Stock Unit awards pursuant thereto, the Committee shall have authority to grant to eligible persons awards of Stock
Units, which may be in the form of shares of Common Stock or units, the value of which is based, in whole or in part, on the Fair Market Value of shares of Common Stock. Subject to the provisions of
the Plan, including rules established pursuant to Section 9.2, awards of Stock Units shall be subject to such terms, restrictions, conditions, vesting requirements and payment rules as the

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Committee (or Board) may determine in its sole discretion, which need not be identical for each Award. The determinations made by the Committee (and/or Board) pursuant to this Section 9.1 shall
be specified in the applicable Agreement.

9.2Rules. The Committee may, in its sole discretion, establish any or all of the following rules for application to an
award of Stock Units:



ARTICLE X    PERFORMANCE AWARDS

10.1Terms of Performance Awards.Subject to the limitations of the Plan, including the last
sentence of Section 3.2 and any terms and conditions imposed by the Board in connection with any Board action authorizing Performance Awards pursuant thereto,
without limiting the type or number of Awards that may be made under the other provisions of this Plan, an Award may be in the form of a Performance Award. A Performance Award
shall be paid, vested or otherwise deliverable solely on account of the attainment of one or more objective Performance Goals established by the Committee prior to the earlier to occur of
(i) 90 days after the commencement of the period of service to which the Performance Goal relates and (ii) the lapse of 25% of the period of service (as scheduled in good faith at
the time the goal is established), and in any event while the outcome is substantially uncertain. A Performance Goal is objective if a third party having knowledge of the relevant facts could
determine whether the goal is met.

10.2Performance Goal Criteria.Subject to Section 162(m), a Performance Goal may be based on one or more
business criteria that apply to the individual, one or more business units of the Company, or the Company as a whole, and may include one or more of the following: revenue, net income, stock price,
market share, earnings per share, cash flow, free cash flow, EBIT, EBITDA, return on equity, return on assets or decrease in costs, in each case as such criteria may be defined by the Committee prior
to or concurrently with the establishment of such Performance Goal. Subject to Section 162(m), unless otherwise stated, such a Performance Goal need not be based upon an increase or positive
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under a particular business criterion and could include, for example, maintaining the status quo or limiting economic losses (measured, in each case, by reference to specific business criteria).

10.3Committee Certification.Prior to the payment of any compensation based on the achievement of Performance Goals,
the Committee must certify in writing that applicable Performance Goals and any of the material terms thereof were, in fact, satisfied. Subject to the foregoing provisions, the terms, conditions and
limitations applicable to any Performance Awards made pursuant to this Plan shall be determined by the Committee.

10.4Certain Limitations.Notwithstanding anything to the contrary contained in this Plan, any Performance Awards made
hereunder shall be limited so that no person may be granted Performance Awards consisting of cash or in any other form permitted under this Plan (other than Awards consisting of Options or SARs or
otherwise consisting of shares of Common Stock or units denominated in such shares, or, in either case, additional cash amounts related to such an Award) in respect of any one-year period
having a value determined on the date of grant in excess of $         $17,500,000.

ARTICLE XI    GENERAL PROVISIONS

11.1Acceleration of Options, SARs, Restricted Shares, Stock Units and Performance Awards.



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11.2Termination of Employment.



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11.3Right of Company to Terminate Employment. Nothing contained in the Plan or in any Award, and no action of the
Company, the Board or the Committee with respect thereto, shall confer or be construed to confer on any Holder any right to continue in the employ of the Company or any of its Subsidiaries or
interfere in any way with the right of the Company or a Subsidiary to terminate the employment of the Holder at any time, with or without cause; subject, however, to the provisions of any employment
agreement between the Holder and the Company or any Subsidiary.

11.4Nonalienation of Benefits. No right or benefit under the Plan shall be subject to anticipation, alienation, sale,
assignment, hypothecation, pledge, exchange, transfer, encumbrance or charge, and any attempt to anticipate, alienate, sell, assign, hypothecate, pledge, exchange, transfer, encumber or charge the
same shall be void. No right or benefit hereunder shall in any manner be liable for or subject to the debts, contracts, liabilities or torts of the person entitled to such benefits.

11.5Written Agreement. Each grant of an Option under the Plan shall be evidenced by a stock option agreement which
shall designate the Options granted thereunder as Incentive Stock Options or Nonqualified Stock Options; each SAR shall be evidenced by a stock appreciation rights agreement; each award of Restricted
Shares shall be evidenced by a restricted shares agreement; each award of Stock Units shall be evidenced by a stock units agreement; each Performance Award shall be evidenced by a performance award
agreement, each in such form and containing such terms and provisions not inconsistent with the provisions of the Plan as the Board (or, if the Board expressly provides, the Committee) from time to
time shall approve;provided, however,that if more than one type of Award is made to the same Holder, such Awards may be evidenced by a single
agreement with such Holder. Each grantee of an Option, SAR, Restricted Shares, Stock Units or Performance Awards shall be
notified promptly of such grant and a written agreement shall be promptly executed and delivered by the Company and the grantee,providedthat, in the
discretion of the Committee, such grant of Options, SARs, Restricted Shares, Stock Units or Performance Award shall terminate if such written agreement is not signed by such grantee (or his attorney)
and delivered to the Company within 60 days after the date the Committee approved such grant. Any such written agreement may contain (but shall not be required to contain) such provisions as
the Committee deems appropriate (i) to insure that the penalty provisions of Section 4999 of the Code will not apply to any stock or cash received by the Holder from the Company or
(ii) if the Board expressly so authorizes, to provide cash payments to the Holder to mitigate the impact of such penalty provisions upon the Holder. Any such agreement may be supplemented or
amended from time to time as approved by the Committee as contemplated by Section 11.8(b).

11.6Designation of Beneficiaries. Each person who shall be granted an Award under the Plan may designate a beneficiary
or beneficiaries and may change such designation from time to time by filing a written designation of beneficiary or beneficiaries with the Committee on a form to be prescribed by it, provided that no
such designation shall be effective unless so filed prior to the death of such person.

11.7Right of First Refusal. The Agreements may contain such provisions as the Committee shall determine to the effect
that if a Holder elects to sell all or any shares of Common Stock that such Holder acquired upon the exercise of an Option or SAR or upon the vesting of Restricted Shares or Stock Units awarded under
the Plan, then such Holder shall not sell such shares unless such Holder shall have first offered in writing to sell such shares to the Company at Fair Market Value on a date specified in such offer
(which date shall be at least three business days and not more than ten business days following the date of such offer). In any such event, certificates representing shares issued upon

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exercise of Options or SARs and the vesting of Restricted Shares or Stock Units shall bear a restrictive legend to the effect that transferability of such shares are subject to the restrictions
contained in the Plan and the applicable Agreement and the Company may cause the transfer agent for the Common Stock to place a stop transfer order with respect to such shares.

11.8Termination and Amendment.



11.9Government and Other Regulations. The obligation of the Company with respect to Awards shall be subject to all
applicable laws, rules and regulations and such approvals by any governmental agencies as may be required, including, without limitation, the effectiveness of any registration statement required under
the Securities Act of 1933, and the rules and regulations of any securities exchange or association on which the Common Stock may be listed or quoted. For so long as any of the Common Stock is
registered under the Exchange Act, the Company shall use its reasonable efforts to comply with any legal requirements (i) to maintain a registration statement in effect under the Securities Act
of 1933 with respect to all shares of Common Stock that may be issued to Holders under the Plan, and (ii) to file in a timely manner all reports required to be filed by it under the Exchange
Act.

11.10Withholding. The Company's obligation to deliver shares of Common Stock or pay cash in respect of
any Award under the Plan shall be subject to applicable federal, state and local tax withholding requirements. Federal, state and local withholding tax due at the time of an Award, upon the exercise
of any Option or SAR or upon the vesting of, or expiration of restrictions with respect to, Restricted Shares or Stock Units, as appropriate, may, in the discretion of the Board (or, if the Board
expressly provides, the Committee), be paid in shares of Common Stock already owned by the Holder or through the withholding of shares otherwise issuable to such Holder, upon such terms and conditions
(including, without limitation, the conditions referenced in Section 6.6) as the Board (or the

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Committee) shall determine. If the Holder shall fail to pay, or make arrangements satisfactory to the Board and the Committee for the payment to the Company of all such federal, state and local taxes
required to be withheld by the Company, then the Company shall, to the extent permitted by law, have the right to deduct from any payment of any kind otherwise due to such Holder an amount equal to
any federal, state or local taxes of any kind required to be withheld by the Company with respect to such Award, as determined by the Committee on such basis as the Committee shall deem appropriate.

11.11Separability. It is the intent of the Company that Awards under this Plan comply with certain
exemptive provisions of Rule 16b-3 with respect to persons subject to Section 16 of the Exchange Act and with certain exemptive provisions of Section 162(m) of the
Code with respect to persons covered thereby, unless otherwise provided herein or in an Award Agreement, that any ambiguities or inconsistencies in the construction of this Plan be interpreted to give
effect to such intentions, and that if any provision of this Plan is found not to be consistent with the availability of either of such exemptive provisions or with any other requirement of law, such
provision shall be null and void to the extent required to comply with such exemptive provisions and/or applicable law.

11.12Non-Exclusivity of the Plan. Neither the adoption of the Plan by the Board nor the
submission of the Plan to the stockholders of the Company for approval shall be construed as creating any limitations on the power of the Board to adopt such other incentive arrangements as it may
deem desirable, including, without limitation, the granting of stock options and the awarding of stock and cash otherwise than under the Plan, and such arrangements may be either generally applicable
or applicable only in specific cases.

11.13Exclusion from Pension and Profit-Sharing Computation. By acceptance of an Award, unless otherwise
provided in the applicable Agreement, each Holder shall be deemed to have agreed that such Award is special incentive compensation that will not be taken into account, in any manner, as salary,
compensation or bonus in determining the amount of any payment under any pension, retirement or other employee benefit plan, program or policy of the Company or any Subsidiary. In addition, each
beneficiary of a deceased Holder shall be deemed to have agreed that such Award will not affect the amount of any life insurance coverage, if any, provided by the Company on the life of the Holder
that is payable to such beneficiary under any life insurance plan covering employees of the Company or any Subsidiary.

11.14Unfunded Plan. Neither the Company nor any Subsidiary shall be required to segregate any cash or
any shares of Common Stock which may at any time be represented by Awards and the Plan shall constitute an "unfunded" plan of the Company. Except as provided in Article VIII with respect to
awards of Restricted Shares and except as expressly set forth in writing, no person shall have voting or other rights with respect to the shares of Common Stock covered by an Award prior to the
delivery of such shares. Neither the Company nor any Subsidiary shall, by any provisions of the Plan, be deemed to be a trustee of any Common Stock or any other property, and the liabilities of the
Company and any Subsidiary to any person pursuant to the Plan shall be those of a debtor pursuant to such contract obligations as are created by or pursuant to the Plan, and the rights of any
employee, former employee or beneficiary under the Plan shall be limited to those of a general creditor of the Company or the applicable Subsidiary, as the case may be. In its sole discretion, the
Board may authorize the creation of trusts or other arrangements to meet the obligations of the Company under the Plan,provided, however, that the
existence of such trusts or other arrangements is consistent with the unfunded status of the Plan.

11.15Governing Law. The Plan shall be governed by, and construed in accordance with, the laws of the
State of Delaware.

11.16Accounts. The delivery of any shares of Common Stock and the payment of any amount in respect of
an Award shall be for the account of the Company or the applicable Subsidiary, as the case may be, and any such delivery or payment shall not be made until the recipient shall have paid or

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made satisfactory arrangements for the payment of any applicable withholding taxes as provided in Section 11.10.

11.17Legends. In addition to any legend contemplated by Section 11.7, each certificate
evidencing Common Stock subject to an Award shall bear such legends as the Committee deems necessary or appropriate to reflect or refer to any terms, conditions or restrictions of the Award applicable
to such shares, including, without limitation, any to the effect that the shares represented thereby may not be disposed of unless the Company has received an opinion of counsel, acceptable to the
Company, that such disposition will not violate any federal or state securities laws.

11.18Company's Rights. The grant of Awards pursuant to the Plan shall not affect in any way the right
or power of the Company to make reclassifications, reorganizations or other changes of or to its capital or business structure or to merge, consolidate, liquidate, sell or otherwise dispose of all or
any part of its business or assets.

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