**Exhibit
      10.19**





**McMoRan
      EXPLORATION CO.**


**2003
      STOCK INCENTIVE PLAN**




SECTION
      1




Purpose .
      The
      purpose of the McMoRan Exploration Co. 2003 Stock Incentive Plan (the “Plan”) is
      to motivate and reward key employees, consultants and advisers by giving them
      a
      proprietary interest in the Company’s success.




SECTION
      2




Definitions .
      As used
      in the Plan, the following terms shall have the meanings set forth
      below:




“Award”
      shall mean any Option, Stock Appreciation Right, Limited Right, Restricted
      Stock
      or Other Stock-Based Award.




“Award
      Agreement” shall mean any written or electronic notice of grant, agreement,
      contract or other instrument or document evidencing any Award, which may, but
      need not, be required to be ****** executed,
      acknowledged or accepted by a Participant.




“Board”
      shall mean the Board of Directors of the Company.




“Code”
      shall mean the Internal Revenue Code of 1986, as amended from time to
      time.




“Committee”
      shall mean, until otherwise determined by the Board, the Corporate Personnel
      Committee of the Board.




“Common
      Stock” shall mean shares of common stock, par value $0.01 per share, of the
      Company.




“Company”
      shall mean McMoRan Exploration Co.




“Designated
      Beneficiary” shall mean the beneficiary designated by the Participant, in a
      manner determined by the Committee, to receive the benefits due the Participant
      under the Plan in the event of the Participant’s death. In the absence of an
      effective designation by the Participant, Designated Beneficiary shall mean
      the
      Participant’s estate.




“Eligible
      Individual” shall mean (i) any person providing services as an officer of the
      Company or a Subsidiary, whether or not employed by such entity, including
      any
      such person who is also a director of the Company, (ii) any employee of the
      Company or a Subsidiary, including any director who is also an employee of
      the
      Company or a Subsidiary, (iii) any officer or employee of an entity with which
      the Company has contracted to receive executive, management or legal services
      who provides services to the Company or a Subsidiary through such arrangement,
      (iv) any consultant or adviser to the Company, a Subsidiary or to an entity
      described in clause (iii) hereof who provides services to the Company or a
      Subsidiary through such arrangement and (v) any person who has agreed in writing
      to become a person described in clauses (i), (ii), (iii) or (iv) within not
      more
      than 30 days following the date of grant of such person’s first Award under the
      Plan.




“Exchange
      Act” shall mean the Securities Exchange Act of 1934, as amended from time to
      time.




“Incentive
      Stock Option” shall mean an option granted under Section 6 of the Plan that is
      intended to meet the requirements of Section 422 of the Code or any successor
      provision thereto.




“Limited
      Right” shall mean any right granted under Section 8 of the Plan. Notwithstanding
      anything contained herein to the contrary, no Limited Rights shall be granted
      after October 3, 2004.




“Nonqualified
      Stock Option” shall mean an option granted under Section 6 of the Plan that is
      not intended to be an Incentive Stock Option.




“Offer”
      shall mean any tender offer, exchange offer or series of purchases or other
      acquisitions, or any combination of those transactions, as a result of which
      any
      person, or any two or more persons acting as a group, and all affiliates of
      such
      person or persons, shall beneficially own more than 40% of all classes and
      series of the Company’s stock outstanding, taken as a whole, that has voting
      rights with respect to the election of directors of the Company (not including
      any series of preferred stock of the Company that has the right to elect
      directors only upon the failure of the Company to pay dividends).




“Offer
      Price” shall mean the highest price per Share paid in any Offer that is in
      effect at any time during the period beginning on the ninetieth day prior to
      the
      date on which a Limited Right is exercised and ending on and including the
      date
      of exercise of such Limited Right. Any securities or property that comprise
      all
      or a portion of the consideration paid for Shares in the Offer shall be valued
      in determining the Offer Price at the higher of (i) the valuation placed on
      such
      securities or property by the person or persons making such Offer, or (ii)
      the
      valuation, if any, placed on such securities or property by the Committee or
      the
      Board.




“Option”
      shall mean an Incentive Stock Option or a Nonqualified Stock
      Option.




“Other
      Stock-Based Award” shall mean any right or award granted under Section 10 of the
      Plan.




“Participant”
      shall mean any Eligible Individual granted an Award under the Plan.




“Person”
      shall mean any individual, corporation, partnership, limited liability company,
      association, joint-stock company, trust, unincorporated organization, government
      or political subdivision thereof or other entity.




“Restricted
      Stock” shall mean any restricted stock granted under Section 9 of the
      Plan.




“Section
      162(m)” shall mean Section 162(m) of the Code and all regulations promulgated
      thereunder as in effect from time to time.




“Shares”
      shall mean the shares of Common Stock and such other securities of the Company
      or a Subsidiary as the Committee may from time to time designate.




“Stock
      Appreciation Right” shall mean any right granted under Section 7 of the
      Plan.




“Subsidiary”
      shall mean (i) any corporation or other entity in which the Company possesses
      directly or indirectly equity interests representing at least 50% of the total
      ordinary voting power or at least 50% of the total value of all classes of
      equity interests of such corporation or other entity and (ii) any other entity
      in which the Company has a direct or indirect economic interest that is
      designated as a Subsidiary by the Committee.




SECTION
      3




(a)  Administration .
      The
      Plan shall be administered by the Committee. Subject to the terms of the Plan
      and applicable law, and in addition to other express powers and authorizations
      conferred on the Committee by the Plan, the Committee shall have full power
      and
      authority to: (i) designate Participants; (ii) determine the type or types
      of
      Awards to be granted to an Eligible Individual; (iii) determine the number
      of
      Shares to be covered by, or with respect to which payments, rights or other
      matters are to be calculated in connection with, Awards; (iv) determine the
      terms and conditions of any Award; (v) determine whether, to what extent, and
      under what circumstances Awards may be settled or exercised in cash, whole
      Shares, other whole securities, other Awards, other property or other cash
      amounts payable by the Company upon the exercise of that or other Awards, or
      canceled, forfeited or suspended and the method or methods by which Awards
      may
      be settled, exercised, canceled, forfeited or suspended; (vi) determine whether,
      to what extent, and under what circumstances cash, Shares, other securities,
      other Awards, other property, and other amounts payable by the Company with
      respect to an Award shall be deferred either automatically or at the election
      of
      the holder thereof or of the Committee; (vii) interpret and administer the
      Plan
      and any instrument or agreement relating to, or Award made under, the Plan;
      (viii) establish, amend, suspend or waive such rules and regulations and appoint
      such agents as it shall deem appropriate for the proper administration of the
      Plan; and (ix) make any other determination and take any other action that
      the
      Committee deems necessary or desirable for the administration of the Plan.
      Unless otherwise expressly provided in the Plan, all designations,
      determinations, interpretations and other decisions under or with respect to
      the
      Plan or any Award shall be within the sole discretion of the Committee, may
      be
      made at any time and shall be final, conclusive and binding upon all Persons,
      including the Company, any Subsidiary, any Participant, any holder or
      beneficiary of any Award, any stockholder of the Company and any Eligible
      Individual.




(b)  Delegation .
      Subject
      to the terms of the Plan and applicable law, the Committee may delegate to
      one
      or more officers of the Company the authority, subject to such terms and
      limitations as the Committee shall determine, to grant and set the terms of,
      to
      cancel, modify or waive rights with respect to, or to alter, discontinue,
      suspend, or terminate Awards held by Eligible Individuals who are not officers
      or directors of the Company for purposes of Section 16 of the Exchange Act,
      or
      any successor section thereto, or who are otherwise not subject to such Section;
      provided, however, that the per share exercise price of any Option granted
      under
      this Section 3(b) shall be equal to the fair market value of the underlying
      Shares on the date of grant.




SECTION
      4




Eligibility .  Any
      Eligible Individual shall be eligible to be granted an Award.




SECTION
      5




(a)  Shares
      Available for Awards .
      Subject
      to adjustment as provided in Section 5(b):




(i)  Calculation
      of Number of Shares Available .




(A)  Subject
      to the other provisions of this Section 5(a), the number of Shares with respect
      to which Awards payable in Shares may be granted under the Plan shall be
      2,000,000. Awards that by their terms may be settled only in cash shall not
      be
      counted against the maximum number of Shares provided herein.






(B)  The
      number of Shares that may be issued pursuant to Incentive Stock Options may
      not
      exceed 2,000,000 Shares.






(C)  Subject
      to the other provisions of this Section 5(a), the maximum number of Shares
      with
      respect to which Awards in the form of Restricted Stock or Other Stock-Based
      Awards payable in Shares for which a per share purchase price that is less
      than
      100% of the fair market value of the securities to which the Award relates
      shall
      be 500,000 Shares.






(D)  To
      the
      extent any Shares covered by an Award are not issued because the Award is
      forfeited or canceled or the Award is settled in cash, such Shares shall again
      be available for grant pursuant to new Awards under the Plan.






(E)  In
      the
      event that Shares are issued as Restricted Stock or Other Stock-Based Awards
      under the Plan and thereafter are forfeited or reacquired by the Company
      pursuant to rights reserved upon issuance thereof, such Shares shall again
      be
      available for grant pursuant to new Awards under the Plan.






(F)  If
      the
      exercise price of any Option is satisfied by tendering Shares to the Company,
      only the number of Shares issued net of the Shares tendered shall be deemed
      issued for purposes of determining the maximum number of Shares available for
      issuance under Section 5(a)(i)(A). However, all of the Shares issued upon
      exercise shall be deemed issued for purposes of determining the maximum number
      of Shares that may be issued pursuant to Incentive Stock Options.






(ii)  Shares
      Deliverable Under Awards .
      Any
      Shares delivered pursuant to an Award may consist of authorized and unissued
      Shares or of treasury Shares, including Shares held by the Company or a
      Subsidiary and Shares acquired in the open market or otherwise obtained by
      the
      Company or a Subsidiary. The issuance of Shares may be effected on a
      non-certificated basis, to the extent not prohibited by applicable law or the
      applicable rules of any stock exchange.




(iii)  Individual
      Limit .
      Any
      provision of the Plan to the contrary notwithstanding, no individual may receive
      in any year Awards under the Plan, whether payable in cash or Shares, that
      relate to more than 500,000 Shares.




(iv)  Use
      of
      Shares .
      Subject
      to the terms of the Plan and the overall limitation on the number of Shares
      that
      may be delivered under the Plan, the Committee may use available Shares as
      the
      form of payment for compensation, grants or rights earned or due under any
      other
      compensation plans or arrangements of the Company or a Subsidiary and the plans
      or arrangements of the Company or a Subsidiary assumed in business
      combinations.




(b)  Adjustments .
      In the
      event that the Committee determines that any dividend or other distribution
      (whether in the form of cash, Shares, Subsidiary securities, other securities
      or
      other property), recapitalization, stock split, reverse stock split,
      reorganization, merger, consolidation, split-up, spin-off, combination,
      repurchase or exchange of Shares or other securities of the Company, issuance
      of
      warrants or other rights to purchase Shares or other securities of the Company,
      or other similar corporate transaction or event affects the Shares such that
      an
      adjustment is determined by the Committee to be appropriate to prevent dilution
      or enlargement of the benefits or potential benefits intended to be made
      available under the Plan, then the Committee may, in its sole discretion and
      in
      such manner as it may deem equitable, adjust any or all of (i) the number and
      type of Shares (or other securities or property) with respect to which Awards
      may be granted, (ii) the number and type of Shares (or other securities or
      property) subject to outstanding Awards, and (iii) the grant or exercise price
      with respect to any Award and, if deemed appropriate, make provision for a
      cash
      payment to the holder of an outstanding Award and, if deemed appropriate, adjust
      outstanding Awards to provide the rights contemplated by Section 11(b) hereof;
      provided, in each case, that with respect to Awards of Incentive Stock Options
      no such adjustment shall be authorized to the extent that such authority would
      cause the Plan to violate Section 422(b)(1) of the Code or any successor
      provision thereto and, with respect to all Awards under the Plan, no such
      adjustment shall be authorized to the extent that such authority would be
      inconsistent with the requirements for full deductibility under Section 162(m);
      and provided further that the number of Shares subject to any Award denominated
      in Shares shall always be a whole number.




SECTION
      6




(a)  Stock
      Options .
      Subject
      to the provisions of the Plan, the Committee shall have sole and complete
      authority to determine the Eligible Individuals to whom Options shall be
      granted, the number of Shares to be covered by each Option, the option price
      thereof, the conditions and limitations applicable to the exercise of the Option
      and the other terms thereof. The Committee shall have the authority to grant
      Incentive Stock Options, Nonqualified Stock Options or both. In the case of
      Incentive Stock Options, the terms and conditions of such grants shall be
      subject to and comply with such rules as may be required by Section 422 of
      the
      Code, as from time to time amended, and any implementing regulations. Except
      in
      the case of an Option granted in assumption of or substitution for an
      outstanding award of a company acquired by the Company or with which the Company
      combines, the exercise price of any Option granted under this Plan shall not
      be
      less than 100% of the fair market value of the underlying Shares on the date
      of
      grant.




(b)  Exercise .
      Each
      Option shall be exercisable at such times and subject to such terms and
      conditions as the Committee may, in its sole discretion, specify in the
      applicable Award Agreement or thereafter, provided, however, that in no event
      may any Option granted hereunder be exercisable after the expiration of 10
      years
      after the date of such grant. The Committee may impose such conditions with
      respect to the exercise of Options, including without limitation, any condition
      relating to the application of Federal or state securities laws, as it may
      deem
      necessary or advisable. An Option may be exercised, in whole or in part, by
      giving written notice to the Company, specifying the number of Shares to be
      purchased. The exercise notice shall be accompanied by the full purchase price
      for the Shares.




(c)  Payment .
      The
      Option price shall be payable in United States dollars and may be paid by (i)
      cash or cash equivalent; (ii) delivery of shares of Common Stock, which shares
      shall be valued for this purpose at the fair market value (valued in accordance
      with procedures established by the Committee) on the business day immediately
      preceding the date such Option is exercised and, unless otherwise determined
      by
      the Committee, shall have been held by the optionee for at least six months;
      or
      (iii) in such other manner as may be authorized from time to time by the
      Committee. Prior to the issuance of Shares upon the exercise of an Option,
      a
      Participant shall have no rights as a shareholder.




SECTION
      7




(a)  Stock
      Appreciation Rights .
      Subject
      to the provisions of the Plan, the Committee shall have sole and complete
      authority to determine the Eligible Individuals to whom Stock Appreciation
      Rights shall be granted, the number of Shares to be covered by each Award of
      Stock Appreciation Rights, the grant price thereof, the conditions and
      limitations applicable to the exercise of the Stock Appreciation Right and
      the
      other terms thereof. Stock Appreciation Rights may be granted in tandem with
      another Award, in addition to another Award, or freestanding and unrelated
      to
      any other Award. Stock Appreciation Rights granted in tandem with or in addition
      to an Option or other Award may be granted either at the same time as the Option
      or other Award or at a later time. Stock Appreciation Rights shall not be
      exercisable after the expiration of 10 years after the date of grant. Except
      in
      the case of a Stock Appreciation Right granted in assumption of or substitution
      for an outstanding award of a company acquired by the Company or with which
      the
      Company combines, the grant price of any Stock Appreciation Right granted under
      this Plan shall not be less than 100% of the fair market value of the Shares
      covered by such Stock Appreciation Right on the date of grant or, in the case
      of
      a Stock Appreciation Right granted in tandem with a then outstanding Option
      or
      other Award, on the date of grant of such related Option or Award.




(b)  A
      Stock
      Appreciation Right shall entitle the holder thereof to receive upon exercise,
      for each Share to which the Stock Appreciation Right relates, an amount equal
      to
      the excess, if any, of the fair market value of a Share on the date of exercise
      of the Stock Appreciation Right over the grant price. Any Stock Appreciation
      Right shall be settled in cash, unless the Committee shall determine at the
      time
      of grant of a Stock Appreciation Right that it shall or may be settled in cash,
      Shares or a combination of cash and Shares.




SECTION
      8




(a)  Limited
      Rights .
      Subject
      to the provisions of the Plan, the Committee shall have sole and complete
      authority to determine the Eligible Individuals to whom Limited Rights shall
      be
      granted, the number of Shares to be covered by each Award of Limited Rights,
      the
      grant price thereof, the conditions and limitations applicable to the exercise
      of the Limited Rights and the other terms thereof. Limited Rights may be granted
      in tandem with another Award, in addition to another Award, or freestanding
      and
      unrelated to any Award. Limited Rights granted in tandem with or in addition
      to
      an Award may be granted either at the same time as the Award or at a later
      time.
      Limited Rights shall not be exercisable after the expiration of 10 years after
      the date of grant and shall only be exercisable during a period determined
      at
      the time of grant by the Committee beginning not earlier than one day and ending
      not more than ninety days after the expiration date of an Offer. Except in
      the
      case of a Limited Right granted in assumption of or substitution for an
      outstanding award of a company acquired by the Company or with which the Company
      combines, the grant price of any Limited Right granted under this Plan shall
      not
      be less than 100% of the fair market value of the Shares covered by such Limited
      Right on the date of grant or, in the case of a Limited Right granted in tandem
      with a then outstanding Option or other Award, on the date of grant of such
      related Option or Award.




(b)  A
      Limited
      Right shall entitle the holder thereof to receive upon exercise, for each Share
      to which the Limited Right relates, an amount equal to the excess, if any,
      of
      the Offer Price on the date of exercise of the Limited Right over the grant
      price. Any Limited Right shall be settled in cash, unless the Committee shall
      determine at the time of grant of a Limited Right that it shall or may be
      settled in cash, Shares or a combination of cash and Shares.




SECTION
      9




(a)  Grant
      of Restricted Stock .
      Subject
      to the provisions of the Plan, the Committee shall have sole and complete
      authority to determine the Eligible Individuals to whom Restricted Stock shall
      be granted, the number of Shares to be covered by each Award of Restricted
      Stock
      and the terms, conditions, and limitations applicable thereto. The Committee
      shall also have authority to grant restricted stock units. Restricted stock
      units shall be subject to the requirements applicable to Other Stock-Based
      Awards under Section 10. An Award of Restricted Stock may be subject to the
      attainment of specified performance goals or targets, restrictions on transfer,
      forfeitability provisions and such other terms and conditions as the Committee
      may determine, subject to the provisions of the Plan. An award of Restricted
      Stock may be made in lieu of the payment of cash compensation otherwise due
      to
      an Eligible Individual. To the extent that Restricted Stock is intended to
      qualify as “performance-based compensation” under Section 162(m), it must meet
      the additional requirements imposed thereby.




(b)  The
      Restricted Period .
      At the
      time that an Award of Restricted Stock is made, the Committee shall establish
      a
      period of time during which the transfer of the Shares of Restricted Stock
      shall
      be restricted (the “Restricted Period”). Each Award of Restricted Stock may have
      a different Restricted Period. A Restricted Period of at least three years
      is
      required with incremental vesting of the Award over the three-year period
      permitted. However, if the grant or vesting of the Shares is subject to the
      attainment of specified performance goals, a Restricted Period of at least
      one
      year with incremental vesting is permitted. The expiration of the Restricted
      Period shall also occur as provided in the Award Agreement in accordance with
      Section 12(a) hereof.




(c)  Escrow .
      The
      Participant receiving Restricted Stock shall enter into an Award Agreement
      with
      the Company setting forth the conditions of the grant. Certificates representing
      Shares of Restricted Stock shall be registered in the name of the Participant
      and deposited with the Company, together with a stock power endorsed in blank
      by
      the Participant. Each such certificate shall bear a legend in substantially
      the
      following form:




The
      transferability of this certificate and the shares of Common Stock represented
      by it are subject to the terms and conditions (including conditions of
      forfeiture) contained in the McMoRan Exploration Co. 2003 Stock Incentive Plan
      (the “Plan”) and a notice of grant issued thereunder to the registered owner by
      McMoRan Exploration Co. Copies of the Plan and the notice of grant are on file
      at the principal office of McMoRan Exploration Co.




(d)  Dividends
      on Restricted Stock .
      Any and
      all cash and stock dividends paid with respect to the Shares of Restricted
      Stock
      shall be subject to any restrictions on transfer, forfeitability provisions
      or
      reinvestment requirements as the Committee may, in its discretion, prescribe
      in
      the Award Agreement.




(e)  Forfeiture .
      In the
      event of the forfeiture of any Shares of Restricted Stock under the terms
      provided in the Award Agreement (including any additional Shares of Restricted
      Stock that may result from the reinvestment of cash and stock dividends, if
      so
      provided in the Award Agreement), such forfeited shares shall be surrendered
      and
      the certificates canceled. The Participants shall have the same rights and
      privileges, and be subject to the same forfeiture provisions, with respect
      to
      any additional Shares received pursuant to Section 5(b) or Section 11(b) due
      to
      a recapitalization, merger or other change in capitalization.




(f)  Expiration
      of Restricted Period .
      Upon
      the expiration or termination of the Restricted Period and the satisfaction
      of
      any other conditions prescribed by the Committee or at such earlier time as
      provided in the Award Agreement or an amendment thereto, the restrictions
      applicable to the Restricted Stock shall lapse and a stock certificate for
      the
      number of Shares of Restricted Stock with respect to which the restrictions
      have
      lapsed shall be delivered, free of all such restrictions and legends, except
      any
      that may be imposed by law, to the Participant or the Participant’s estate, as
      the case may be.




(g)  Rights
      as a Shareholder .
      Subject
      to the terms and conditions of the Plan and subject to any restrictions on
      the
      receipt of dividends that may be imposed in the Award Agreement, each
      Participant receiving Restricted Stock shall have all the rights of a
      shareholder with respect to Shares of stock during any period in which such
      Shares are subject to forfeiture and restrictions on transfer, including without
      limitation, the right to vote such Shares.




(h)  Performance-Based
      Restricted Stock under Section 162(m) .
      The
      Committee shall determine at the time of grant if a grant of Restricted Stock
      is
      intended to qualify as “performance-based compensation” as that term is used in
      Section 162(m). Any such grant shall be conditioned on the achievement of one
      or
      more performance measures. The performance measures pursuant to which the
      Restricted Stock shall vest shall be any or a combination of the
      following **:** earnings
      per share, return on assets, an economic value added measure, stockholder
      return, earnings, share price, return on equity, return on investment, return
      on
      fully-employed capital, reduction of expenses, containment of expenses within
      budget, reserve recognition, addition to reserves, cash provided by operating
      activities, increase in cash flow, return on cash flow, cash flow per equivalent
      barrel, finding costs per equivalent barrel, or increase in production, of
      the
      Company, a division of the Company or a Subsidiary. For any performance period,
      such performance objectives may be measured on an absolute basis or relative
      to
      a group of peer companies selected by the Committee, relative to internal goals
      or relative to levels attained in prior years. For grants of Restricted Stock
      intended to qualify as “performance-based compensation,” the grants of
      Restricted Stock and the establishment of performance measures shall be made
      during the period required under Section 162(m).




SECTION
      10




(a)  Other
      Stock-Based Awards .
      The
      Committee is hereby authorized to grant to Eligible Individuals an “Other
      Stock-Based Award”, which shall consist of an Award that is not an instrument or
      Award specified in Sections 6 through 9 of this Plan, the value of which is
      based in whole or in part on the value of Shares, including a restricted stock
      unit. Other Stock-Based Awards may be awards of Shares or may be denominated
      or
      payable in, valued in whole or in part by reference to, or otherwise based
      on or
      related to, Shares (including, without limitation, securities convertible or
      exchangeable into or exercisable for Shares), as deemed by the Committee
      consistent with the purposes of the Plan. The Committee shall determine the
      terms and conditions of any such Other Stock-Based Award and may provide that
      such awards would be payable in whole or in part in cash. To the extent that
      an
      Other Stock-Based Award is intended to qualify as “performance-based
      compensation” under Section 162(m), it must be made subject to the attainment of
      one or more of the performance goals specified in Section 10(b) hereof and
      meet
      the additional requirements imposed by Section 162(m).




(b)  Performance-Based
      Other Stock-Based Awards under Section 162(m) .
      The
      Committee shall determine at the time of grant if the grant of an Other
      Stock-Based Award is intended to qualify as “performance-based compensation” as
      that term is used in Section 162(m). Any such grant shall be conditioned on
      the
      achievement of one or more performance measures. The performance measures
      pursuant to which the Other Stock-Based Award shall vest shall be any or a
      combination of the following: earnings per share, return on assets, an economic
      value added measure, shareholder return, earnings, share price, return on
      equity, return on investment, return on fully-employed capital, reduction of
      expenses, containment of expenses within budget, reserve recognition, addition
      to reserves, cash provided by operating activities, increase in cash flow,
      return on cash flow, cash flow per equivalent barrel, finding costs per
      equivalent barrel, or increase in production of the Company, a division of
      the
      Company or a Subsidiary. For any performance period, such performance objectives
      may be measured on an absolute basis or relative to a group of peer companies
      selected by the Committee, relative to internal goals or relative to levels
      attained in prior years. For grants of Other Stock-Based Awards intended to
      qualify as “performance-based compensation,” the grants of Other Stock-Based
      Awards and the establishment of performance measures shall be made during the
      period required under Section 162(m).




(c)  Dividend
      Equivalents .
      In the
      sole and complete discretion of the Committee, an Award, whether made as an
      Other Stock-Based Award under this Section 10 or as an Award granted pursuant
      to
      Sections 6 through 9 hereof, may provide the holder thereof with dividends
      or
      dividend equivalents, payable in cash, Shares, Subsidiary securities, other
      securities or other property on a current or deferred basis.




SECTION
      11




(a)  Amendment
      or Discontinuance of the Plan .
      The
      Board may amend or discontinue the Plan at any time; provided, however, that
      no
      such amendment may




(i)  without
      the approval of the stockholders, (a) increase, subject to adjustments permitted
      herein, the maximum number of shares of Common Stock that may be issued through
      the Plan, (b) materially increase the benefits accruing to Participants under
      the Plan, (c) materially expand the classes of persons eligible to participate
      in the Plan, or (d) amend Section 11(c) to permit a reduction in the exercise
      price of Options; or




(ii)  materially
      impair, without the consent of the recipient, an Award previously
      granted.




(b)  Adjustment
      of Awards Upon the Occurrence of Certain Unusual or Nonrecurring
      Events .
      The
      Committee is hereby authorized to make adjustments in the terms and conditions
      of, and the criteria included in, Awards in recognition of unusual or
      nonrecurring events (including, without limitation, the events described in
      Section 5(b) hereof) affecting the Company, or the financial statements of
      the
      Company or any Subsidiary, or of changes in applicable laws, regulations, or
      accounting principles, whenever the Committee determines that such adjustments
      are appropriate to prevent dilution or enlargement of the benefits or potential
      benefits intended to be made available under the Plan.




(c)  Cancellation .
      Any
      provision of this Plan or any Award Agreement to the contrary notwithstanding,
      the Committee may cause any Award granted hereunder to be canceled in
      consideration of a cash payment or alternative Award made to the holder of
      such
      canceled Award equal in value to such canceled Award. Notwithstanding the
      foregoing, except for adjustments permitted under Sections 5(b) and 11(b) no
      action by the Committee shall cause a reduction in the exercise price of Options
      granted under the Plan without the approval of the stockholders of the Company.
      The determinations of value under this subparagraph shall be made by the
      Committee in its sole discretion.




SECTION
      12




(a)  Award
      Agreements .
      Each
      Award hereunder shall be evidenced by an agreement or notice delivered to the
      Participant (by paper copy or electronically) that shall specify the terms
      and
      conditions thereof and any rules applicable thereto, including but not limited
      to the effect on such Award of the death, retirement or other termination of
      employment or cessation of consulting or advisory services of the Participant
      and the effect thereon, if any, of a change in control of the
      Company.




(b)  Withholding .


(i)
      A
      Participant shall be required to pay to the Company, and the Company shall
      have
      the right to deduct from all amounts paid to a Participant (whether under the
      Plan or otherwise), any taxes required by law to be paid or withheld in respect
      of Awards hereunder to such Participant. The Committee may provide for
      additional cash payments to holders of Awards to defray or offset any tax
      arising from the grant, vesting, exercise or payment of any Award.




(ii)
      At
      any time that a Participant is required to pay to the Company an amount required
      to be withheld under the applicable tax laws in connection with the issuance
      of
      Shares under the Plan, the Participant may, if permitted by the Committee,
      satisfy this obligation in whole or in part by electing (the “Election”) to have
      the Company withhold from the issuance Shares having a value equal to the
      minimum amount required to be withheld. The value of the Shares withheld shall
      be based on the fair market value of the Shares on the date as of which the
      amount of tax to be withheld shall be determined in accordance with applicable
      tax laws (the “Tax Date”).






(iii)
      If
      permitted by the Committee, a Participant may also satisfy up to his or her
      total tax liability related to an Award by delivering Shares owned by the
      Participant, which Shares may be subject to holding period requirements
      determined by the Committee. The value of the Shares delivered shall be based
      on
      the fair market value of the Shares on the Tax Date.




(iv)
      Each
      Election to have Shares withheld must be made prior to the Tax Date. If a
      Participant wishes to deliver Shares in payment of taxes, the Participant must
      so notify the Company prior to the Tax Date.




(c)  Transferability .
      No
      Awards granted hereunder may be transferred, pledged, assigned or otherwise
      encumbered by a Participant except: (i) by will; (ii) by the laws of descent
      and
      distribution; (iii) pursuant to a domestic relations order, as defined in the
      Code, if permitted by the Committee and so provided in the Award Agreement
      or an
      amendment thereto; or (iv) if permitted by the Committee and so provided in
      the
      Award Agreement or an amendment thereto, Options and Limited Rights granted
      in
      tandem therewith may be transferred or assigned (w) to Immediate Family Members,
      (x) to a partnership in which Immediate Family Members, or entities in which
      Immediate Family Members are the owners, members or beneficiaries, as
      appropriate, are the partners, (y) to a limited liability company in which
      Immediate Family Members, or entities in which Immediate Family Members are
      the
      owners, members or beneficiaries, as appropriate, are the members, or (z) to
      a
      trust for the benefit of Immediate Family Members; provided, however, that
      no
      more than a de minimus beneficial interest in a partnership, limited liability
      company or trust described in (x), (y) or (z) above may be owned by a person
      who
      is not an Immediate Family Member or by an entity that is not beneficially
      owned
      solely by Immediate Family Members. “Immediate Family Members” shall be defined
      as the spouse and natural or adopted children or grandchildren of the
      Participant and their spouses. To the extent that an Incentive Stock Option
      is
      permitted to be transferred during the lifetime of the Participant, it shall
      be
      treated thereafter as a Nonqualified Stock Option. Any attempted assignment,
      transfer, pledge, hypothecation or other disposition of Awards, or levy of
      attachment or similar process upon Awards not specifically permitted herein,
      shall be null and void and without effect. The designation of a Designated
      Beneficiary shall not be a violation of this Section 12(c).




(d)  Share
      Certificates .
      All
      certificates for Shares or other securities delivered under the Plan pursuant
      to
      any Award or the exercise thereof shall be subject to such stop transfer orders
      and other restrictions as the Committee may deem advisable under the Plan or
      the
      rules, regulations, and other requirements of the Securities and Exchange
      Commission, any stock exchange upon which such Shares or other securities are
      then listed, and any applicable federal or state laws, and the Committee may
      cause a legend or legends to be put on any such certificates to make appropriate
      reference to such restrictions.




(e)  No
      Limit on Other Compensation Arrangements .
      Nothing
      contained in the Plan shall prevent the Company from adopting or continuing
      in
      effect other compensation arrangements, which may, but need not, provide for
      the
      grant of options, stock appreciation rights and other types of Awards provided
      for hereunder (subject to stockholder approval of any such arrangement if
      approval is required), and such arrangements may be either generally applicable
      or applicable only in specific cases.




(f)  No
      Right to Employment .
      The
      grant of an Award shall not be construed as giving a Participant the right
      to be
      retained in the employ of or as a consultant or adviser to the Company or any
      Subsidiary or in the employ of or as a consultant or adviser to any other entity
      providing services to the Company. The Company or any Subsidiary or any such
      entity may at any time dismiss a Participant from employment, or terminate
      any
      arrangement pursuant to which the Participant provides services to the Company
      or a Subsidiary, free from any liability or any claim under the Plan, unless
      otherwise expressly provided in the Plan or in any Award Agreement. No Eligible
      Individual or other person shall have any claim to be granted any Award, and
      there is no obligation for uniformity of treatment of Eligible Individuals,
      Participants or holders or beneficiaries of Awards.




(g)  Governing
      Law .
      The
      validity, construction, and effect of the Plan, any rules and regulations
      relating to the Plan and any Award Agreement shall be determined in accordance
      with the laws of the State of Delaware.




(h)  Severability .
      If any
      provision of the Plan or any Award is or becomes or is deemed to be invalid,
      illegal, or unenforceable in any jurisdiction or as to any Person or Award,
      or
      would disqualify the Plan or any Award under any law deemed applicable by the
      Committee, such provision shall be construed or deemed amended to conform to
      applicable laws, or if it cannot be construed or deemed amended without, in
      the
      determination of the Committee, materially altering the intent of the Plan
      or
      the Award, such provision shall be stricken as to such jurisdiction, Person
      or
      Award and the remainder of the Plan and any such Award shall remain in full
      force and effect.




(i)  No
      Trust or Fund Created .
      Neither
      the Plan nor any Award shall create or be construed to create a trust or
      separate fund of any kind or a fiduciary relationship between the Company and
      a
      Participant or any other Person. To the extent that any Person acquires a right
      to receive payments from the Company pursuant to an Award, such right shall
      be
      no greater than the right of any unsecured general creditor of the
      Company.




(j)  No
      Fractional Shares .
      No
      fractional Shares shall be issued or delivered pursuant to the Plan or any
      Award, and the Committee shall determine whether cash, other securities or
      other
      property shall be paid or transferred in lieu of any fractional Shares or
      whether such fractional Shares or any rights thereto shall be canceled,
      terminated, or otherwise eliminated.




(k)  Deferral
      Permitted .
      Payment
      of cash or distribution of any Shares to which a Participant is entitled under
      any Award shall be made as provided in the Award Agreement. Payment may be
      deferred at the option of the Participant if provided in the Award
      Agreement.




(l)  Compliance
      with Law .
      The
      Company intends that Awards granted under the Plan, or any deferrals thereof,
      will comply with the requirements of Section 409A of the Code and all
      regulations and guidance promulgated thereunder, to the extent
      applicable.




(m)  Headings .
      Headings are given to the subsections of the Plan solely as a convenience to
      facilitate reference. Such headings shall not be deemed in any way material
      or
      relevant to the construction or interpretation of the Plan or any provision
      thereof.




SECTION
      13




Term
      of the Plan .
      Subject
      to Section 11(a), no Awards may be granted under the Plan later than ten years
      after the date the Plan was adopted by the Board; provided, however, that Awards
      granted prior to such date shall remain in effect until such Awards have either
      been satisfied, expired or canceled under the terms of the Plan, and any
      restrictions imposed on Shares in connection with their issuance under the
      Plan
      have lapsed.