Exhibit
      10.1

    


    LIFECELL
      CORPORATION

    


    EQUITY
      COMPENSATION PLAN 

    


    1.    Purposes
      of the Plan.
      This
      LifeCell Corporation Equity Compensation Plan (the “Plan”)
      results from the merger of the LifeCell Corporation Year 2000 Stock Option
      Plan
      (the “2000
      Plan”)
      and
      the LifeCell Corporation 2003 Non-Employee Director Stock Option Plan (the
      “Director Plan” and together with the 2000 Plan, the “Prior
      Plans”)
      and
      the amendment and restatement of the Prior Plans in the form of this Plan,
      which
      shall be the successor of the Prior Plans. The purposes of this Plan are: to
      attract and retain the best available personnel for positions of substantial
      responsibility, to provide additional incentives to Employees, Directors and
      Consultants, and to promote the success of the Company and any Parent or
      Subsidiary. Options granted under the Plan may be Incentive Stock Options or
      Nonstatutory Stock Options, as determined by the Committee at the time of grant.
      Stock Purchase Rights, Stock Awards, Unrestricted Share Awards and Stock
      Appreciation Rights may also be granted under the Plan.

    


    2.    Definitions.
      As used
      herein, the following definitions shall apply:

    


    “Applicable
      Laws”
means
      the requirements relating to the administration of equity compensation plans
      under the applicable corporate and securities laws of any of the states in
      the
      United States, U.S. federal securities laws, the Code, any stock exchange or
      quotation system on which the Common Stock is listed or quoted and the
      applicable laws of any foreign country or jurisdiction where Awards are, or
      will
      be, granted under the Plan.

    


    “Award”
means
      an Option, a Stock Purchase Right, a Stock Appreciation Right, a Stock Award
      and/or the grant of Unrestricted Shares.

    


    “Board”
means
      the Board of Directors of the Company.

    


    “Code”
means
      the Internal Revenue Code of 1986, as amended.

    


    “Committee”
means
      a
      committee of Directors appointed by the Board in accordance with Section 4
      of
      the Plan.

    


    “Common
      Stock”
means
      the common stock, par value $.001 per share, of the Company.

    


    “Company”
means
      LifeCell Corporation, a Delaware corporation.

    


    “Consultant”
means
      any person, including an advisor, engaged by the Company or a Parent or
      Subsidiary to render services to such entity, other than an Employee or a
      Director.

    


    “Director”
means
      a
      member of the Board.


    
      
        
        

      

      
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    “Employee”
means
      any person, including officers and Directors (other than Non-Employee
      Directors), serving as an employee of the Company or any Parent or Subsidiary.
      An individual shall not cease to be an Employee in the case of (i) any leave
      of
      absence approved by the Company or (ii) transfers between locations of the
      Company or between the Company, its Parent, any Subsidiary or any successor.
      For
      purposes of an Option initially granted as an Incentive Stock Option, if a
      leave
      of absence of more than three months precludes such Option from being treated
      as
      an Incentive Stock Option under the Code, such Option thereafter shall be
      treated as a Nonstatutory Stock Option for purposes of this Plan. Neither
      service as a Director nor payment of a director's fee by the Company shall
      be
      sufficient to constitute “employment” by the Company.

    


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

    


    “Fair
      Market Value”
means,
      as of any date, the value of Common Stock determined as follows: 

    


    (i)    if
      the
      Common Stock is listed on any established stock exchange or a national market
      system, including without limitation the Nasdaq National Market or The Nasdaq
      SmallCap Market of The Nasdaq Stock Market, the Fair Market Value of a Share
      of
      Common Stock shall be the closing sales price of a Share of Common Stock (or
      the
      closing bid, if no such sales were reported) as quoted on such exchange or
      system for the last market trading day prior to the time of determination,
      as
      reported in The
      Wall Street Journal
      or such
      other source as the Committee deems reliable;

    


    (ii)    if
      the
      Common Stock is regularly quoted by a recognized securities dealer but is not
      listed in the manner contemplated by clause (i) above, the Fair Market Value
      of
      a Share of Common Stock shall be the mean between the high bid and low asked
      prices for the Common Stock on the last market trading day prior to the day
      of
      determination, as reported in The
      Wall Street Journal or
      such
      other source as the Committee deems reliable; or

    


    (iii)   if
      neither clause (i) above nor clause (ii) above applies, the Fair Market Value
      shall be determined in good faith by the Committee.

    


    “Incentive
      Stock Option”
means
      an Option intended to qualify as an incentive stock option within the meaning
      of
      Section 422 of the Code and the regulations promulgated thereunder.

    


    “Non-Employee
      Director”
means
      a
      Director who is not an Employee.

    


    “Nonstatutory
      Stock Option”
means
      an Option not intended to qualify as an Incentive Stock Option.

    


    “Notice
      of Grant”
means
      a
      written or electronic notice evidencing certain terms and conditions of an
      individual Option grant, Stock Purchase Right grant, Stock Award grant or grant
      of Unrestricted Shares or Stock Appreciation Rights. The Notice of Grant
      applicable to Stock Options shall be part of the Option Agreement.

    


    “Option”
means
      a
      stock option granted pursuant to the Plan.

    


    “Option
      Agreement”
means
      an agreement between the Company and an Optionee evidencing the terms and
      conditions of an individual Option grant. Each Option Agreement shall be subject
      to the terms and conditions of the Plan.


    
      
        
        

      

      
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    “Optioned
      Stock”
means
      the Common Stock subject to an Option or Stock Purchase Right.

    


    “Optionee”
means
      the holder of an outstanding Option or Stock Purchase Right granted under the
      Plan.

    


    “Parent”
means
      a
“parent corporation” of the Company (or, in the context of Section 15(c) of the
      Plan, of a successor corporation), whether now or hereafter existing, as defined
      in Section 424(e) of the Code.

    


    “Participant”
shall
      mean any Service Provider who holds an Option, a Stock Purchase Right,
      Restricted Stock, a Stock Award, Unrestricted Shares or Stock Appreciation
      Rights granted or issued pursuant to the Plan.

    


    “Restricted
      Stock”
means
      shares of Common Stock acquired pursuant to a grant of Stock Purchase Rights
      under Section 11 of the Plan.

    


    “Restricted
      Stock Purchase Agreement”
means
      a
      written agreement between the Company and an Optionee evidencing the terms
      and
      restrictions applicable to stock purchased under a Stock Purchase Right. Each
      Restricted Stock Purchase Agreement shall be subject to the terms and conditions
      of the Plan and the applicable Notice of Grant.

    


    “Rule
      16b-3”
means
      Rule 16b-3 of the Exchange Act or any successor to such Rule 16b-3, as such
      rule
      is in effect when discretion is being exercised with respect to the
      Plan.

    


    “Section
      16(b)”
means
      Section 16(b) of the Exchange Act.

    


    “Service
      Provider”
means
      an Employee, Director or Consultant.

    


    “Share”
means
      a
      share of the Common Stock, as adjusted in accordance with Section 15 of the
      Plan.

    


    “Stock
      Appreciation Right”
means
      a
      right awarded pursuant to Section 14 of the Plan.

    


    “Stock
      Award”
means
      an Award of Shares pursuant to Section 12 of the Plan.

     

    “Stock
      Award Agreement”
means
      an agreement, approved by the Committee, providing the terms and conditions
      of a
      Stock Award. 

    


    “Stock
      Award Shares”
means
      Shares subject to a Stock Award.

    


    “Stock
      Awardee”
means
      the holder of an outstanding Stock Award granted under the Plan

    


    “Stock
      Purchase Right”
means
      the right to purchase Common Stock pursuant to Section 11 of the Plan, as
      evidenced by a Notice of Grant.


    
      
        
        

      

      
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    “Subsidiary”
means
      a
      "subsidiary corporation" of the Company (or, in the context of Section 15(c)
      of
      the Plan, of a successor corporation), whether now or hereafter existing, as
      defined in Section 424(f) of the Code.

    


    “Unrestricted
      Shares”
means
      a
      grant of Shares made on an unrestricted basis pursuant to Section 13 of the
      Plan.

    


    3.    Stock
      Subject to the Plan.
      The
      maximum aggregate number of Shares that may be issued under the Plan is
      4,250,000 Shares,
      inclusive of any Shares issued under the Prior Plans. The total number of Shares
      with respect to which Incentive Stock Options may be granted shall be 4,250,000,
      inclusive of any Shares with respect to which Incentive Stock Options were
      granted under the Prior Plans. The maximum number of Shares subject to Options
      and Stock Appreciation Rights which may be issued to any Participant under
      this
      Plan and/or the Prior Plans during any calendar year is 600,000 Shares. The
      class and aggregate number of Shares referred to in this paragraph shall be
      subject to adjustment in accordance with Section 16(a) of the Plan.

    


    The
      Shares may be authorized but unissued, or reacquired, shares of Common Stock.
      If
      an Option, Stock Purchase Right or Stock Appreciation Right expires or becomes
      unexercisable without having been exercised in full or is canceled or
      terminated, or if any Shares of Restricted Stock or Shares underlying a Stock
      Award are forfeited or reacquired by the Company, the Shares that were subject
      thereto shall be added back to the Shares available for issuance under the
      Plan.
      All Options granted under a Prior Plan shall continue in effect in accordance
      with the terms of the option grant agreements entered into under such Prior
      Plan
      and the terms of this Plan. The terms of this Plan shall supercede the Prior
      Plans; provided,
      however,
      that to
      the extent that any terms of this Plan are considered to be a “modification” of
      an Incentive Stock Option granted under the 2000 Plan for purposes of Section
      424(h) of the Code, the terms of the 2000 Plan shall control.


    
      
        
        

      

      
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    4.    Administration
      of the Plan.
      

    


    (a)    Appointment
      of Committee.
      The
      Plan shall be administered by a Committee to be appointed by the Board, which
      Committee shall consist of not less than two members of the Board and shall
      be
      comprised solely of members of the Board who qualify as both non-employee
      directors as defined in Rule 16b-3(b)(3) of the Exchange Act and outside
      directors within the meaning of Department of Treasury Regulations issued under
      Section 162(m) of the Code. The Board shall have the power to add or remove
      members of the Committee, from time to time, and to fill vacancies thereon
      arising; by resignation, death, removal, or otherwise. Meetings shall be held
      at
      such times and places as shall be determined by the Committee. A majority of
      the
      members of the Committee shall constitute a quorum for the transaction of
      business, and the vote of a majority of those members present at any meeting
      shall decide any question brought before that meeting. Notwithstanding the
      foregoing, for purposes of making any determinations with respect to grants
      of
      Awards to Non-Employee Directors, the “Committee” shall be deemed to refer to
      the Nominating and Corporate Governance Committee of the Board.

    


    (b)    Powers
      of the Committee.
      Subject
      to the provisions of the Plan, the Committee shall have the authority, in its
      discretion: 

    


    (i) 
          to
      determine the Fair Market Value;

    


    (ii)
          to
      select
      the Service Providers to whom Options, Stock Purchase Rights, Stock Awards,
      Unrestricted Shares and Stock Appreciation Rights may be granted
      hereunder;

    


    (iii)    to
      determine the number of shares of Common Stock to be covered by each Award
      granted hereunder;

    


    (iv)    to
      approve forms of agreement for use under the Plan;

    


    (v)
    to
      determine the terms and conditions, not inconsistent with the terms of the
      Plan,
      of any Award granted hereunder and of any Restricted Stock Purchase Agreement.
      Such terms and conditions include, but are not limited to, the exercise price,
      the time or times when Options, Stock Purchase Rights and Stock Appreciation
      Rights may be exercised (which may be based on performance criteria), any
      vesting, acceleration or waiver of forfeiture provisions, and any restriction
      or
      limitation regarding any Option, Stock Purchase Right, Stock Appreciation Right
      or Stock Award, or the Shares of Common Stock relating thereto, based in each
      case on such factors as the Committee, in its sole discretion, shall
      determine;

    


    (vi)    to
      construe and interpret the terms of the Plan, Awards granted pursuant to the
      Plan and agreements entered into pursuant to the Plan;

    


    (vii)   to
      prescribe, amend and rescind rules and regulations relating to the Plan,
      including rules and regulations relating to sub-plans established for the
      purpose of qualifying for preferred tax treatment under foreign tax
      laws;

    


    (viii)   
        to
      modify
      or amend each Award (subject to Section 19 of the Plan), including the
      discretionary authority to extend the post-termination exercisability period
      of
      Options, Stock Appreciation Rights and/or Stock Purchase Rights longer than
      is
      otherwise provided for in the Plan and to accelerate the time at which any
      outstanding Option, Stock Purchase Right or Stock Appreciation Right may be
      exercised;


    
      
        
        

      

      
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    (ix)   to
      allow
      grantees to satisfy withholding tax obligations by having the Company withhold
      from the Shares to be issued upon exercise of an Option, Stock Appreciation
      Rights or Stock Purchase Rights that number of Shares having a Fair Market
      Value
      equal to the amount required to be withheld, provided that withholding is
      calculated at the minimum statutory withholding level. The Fair Market Value
      of
      the Shares to be withheld shall be determined on the date that the amount of
      tax
      to be withheld is to be determined. All determinations to have Shares withheld
      for this purpose shall be made by the Committee in its discretion;

    


    (x)    to
      authorize any person to execute on behalf of the Company any agreement entered
      into pursuant to the Plan and any instrument required to effect the grant of
      an
      Award previously granted by the Committee; and

    


    (xi)   to
      make
      all other determinations deemed necessary or advisable for administering the
      Plan.

    


    (c)    Effect
      of Committee's Decision.
      The
      Committee's decisions, determinations and interpretations shall be final and
      binding on all holders of Awards and Restricted Stock. Neither the Board nor
      the
      Committee, nor any member or delegate thereof, shall be liable for any act,
      omission, interpretation, construction or determination made in good faith
      in
      connection with the Plan, and each of the foregoing shall be entitled in all
      cases to indemnification and reimbursement by the Company in respect of any
      claim, loss, damage or expense (including without limitation reasonable
      attorneys’ fees) arising or resulting therefrom to the fullest extent permitted
      by law and/or under any directors’ and officers’ liability insurance coverage
      which may be in effect from time to time.

    


    5.    Eligibility.

    


    (a)    General.
      Nonstatutory Stock Options, Stock Purchase Rights, Stock Appreciation Rights,
      Stock Awards and Unrestricted Shares may be granted to Service Providers.
      Incentive Stock Options may be granted only to Employees. Notwithstanding
      anything contained herein to the contrary, an Award may be granted to a person
      who is not then a Service Provider; provided,
      however,
      that
      the grant of such Award shall be conditioned upon such person becoming a Service
      Provider at or prior to the time of the execution of the agreement evidencing
      such Award. 

    


    (b)    Non-Employee
      Director Option Grants.
      

    


    (i)    Each
      Non-Employee Director shall be granted, on the date of his initial election
      to
      the Board by shareholders or initial appointment by the Board, a Nonstatutory
      Stock Option to purchase 25,000 Shares at a per share option price (the “Option
      Price”) equal to the Fair Market Value of a share of Common Stock on such date.


    


    (ii)    On
      the
      date of the Company’s annual meeting of stockholders, there shall be granted to
      each Non-Employee Director on the date of such annual meeting a Nonstatutory
      Stock Option to purchase 10,000 Shares at a per share Option Price equal to
      the
      Fair Market Value of a Share on such date; provided,
      however,
      that
      any Non-Employee Director who receives a grant of Nonstatutory Stock Options
      pursuant to Section 5(b)(i) shall not be entitled to receive a grant of
      Nonstatutory Stock Options pursuant to this Section 5(b)(ii) in the same
      calendar year.


    
      
        
        

      

      
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    (iii)    Notwithstanding
      the foregoing provisions of this Section 5(b), no Options shall be granted
      to a
      Non-Employee Director pursuant to this Section 5(b) on and after the Company’s
      annual meeting of stockholders occurring during 2006 (the “2006 Annual
      Meeting”). Options (and other Awards) may be granted to Non-Employee Directors
      on and after the 2006 Annual Meeting under Section 5(a) and other provisions
      of
      the Plan. 

    


    6.    Limitations.

    


    (a)    Each
      Option shall be designated in the Option Agreement as either an Incentive Stock
      Option or a Nonstatutory Stock Option. However, notwithstanding such
      designation, if
      a
      single Employee becomes eligible in any given year to exercise Incentive Stock
      Options for Shares having a Fair Market Value in excess of $100,000, those
      Options representing the excess shall be treated as Nonstatutory Stock Options.
      In the previous sentence, “Incentive Stock Options” include Incentive Stock
      Options granted under the Prior Plans and any other plan of the Company or
      any
      Parent or any Subsidiary. For
      the
      purpose of deciding which Options apply to Shares that “exceed” the $100,000
      limit, Incentive Stock Options shall be taken into account in the same order
      as
      granted. The
      Fair
      Market Value of the Shares shall be determined as of the time the Option with
      respect to such Shares is granted.

    


    (b)    None
      of
      the Plan, any Award or any agreement entered into pursuant to the Plan shall
      confer upon a Participant any right with respect to continuing the grantee's
      relationship as a Service Provider with the Company, nor shall they interfere
      in
      any way with the Participant's right or the Company's right to terminate such
      relationship at any time, with or without cause.

    


    7.    Term
      of the Plan.
      Subject
      to Section 23 of the Plan, the Plan shall become effective upon its adoption
      by
      the Board. Unless terminated earlier under Section 19 of the Plan, no Awards
      may
      be granted under the Plan after March 1, 2010.

    


    8.    Term
      of Options.
      The
      term of each Option shall be stated in the applicable Option Agreement;
provided,
      however,
      that,
      unless otherwise established by the Committee with respect to Non-Statutory
      Options granted to a Non-Employee Director on or after the 2006 Annual Meeting,
      each Nonstatutory Stock Option granted to a Non-Employee Director shall, subject
      to earlier termination in accordance with Section 10(b) hereof, be exercisable
      for a period of ten years from the date of grant. In the case of an Incentive
      Stock Option, the term shall be ten (10) years from the date of grant or such
      shorter term as may be provided in the applicable Option Agreement. However,
      in
      the case of an Incentive Stock Option granted to an Optionee who, at the time
      the Incentive Stock Option is granted, owns, directly or indirectly, stock
      representing more than ten percent (10%) of the total combined voting power
      of
      all classes of stock of the Company or any Parent or Subsidiary, the term of
      the
      Incentive Stock Option shall be five (5) years from the date of grant or such
      shorter term as may be provided in the applicable Option Agreement.

    


    9.    Option
      Exercise Price; Exercisability.

    


    (a)    Exercise
      Price.
      The per
      share exercise price for the Shares to be issued pursuant to exercise of an
      Option shall be determined by the Committee, subject to the following:



    
      
        
        

      

      
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    (i)    In
      the
      case of an Incentive Stock Option 

    


    (A)    granted
      to an Employee who, at the time the Incentive Stock Option is granted, owns
      stock representing more than ten percent (10%) of the voting power of all
      classes of stock of the Company or any Parent or Subsidiary, the per Share
      exercise price shall be no less than 110% of the Fair Market Value per Share
      on
      the date of grant, or 

    


    (B)    granted
      to any Employee other than an Employee described in paragraph (A) immediately
      above, the per Share exercise price shall be no less than 100% of the Fair
      Market Value per Share on the date of grant.

    


    (ii)    Except
      as
      provided by Section 5(b) with respect to the grant of Nonstatutory Stock Options
      to Non-Employee Directors, the per Share exercise price of a Nonstatutory Stock
      Option shall be determined by the Committee.

    


    (b)    Exercise
      Period and Conditions.
      At the
      time that an Option is granted, the Committee shall fix the period within which
      the Option may be exercised and shall determine any conditions that must be
      satisfied before the Option may be exercised; provided,
      however,
      that
      unless otherwise established by the Committee with respect to Non-Statutory
      Options granted to a Non-Employee Director on or after the 2006 Annual Meeting,
      each Nonstatutory Stock Option granted to a Non-Employee Director shall, subject
      to earlier termination in accordance with Section 10(b) hereof, be exercisable
      for a period of ten years from the date of grant.

    


    10.   Exercise
      of Options; Consideration.

    


    (a)    Procedure
      for Exercise; Rights as a Shareholder.
      Any
      Option granted hereunder shall be exercisable according to the terms of the
      Plan
      and, except as provided by the Plan with respect to Nonstatutory Stock Option
      granted to Non-Employee Directors, at such times and under such conditions
      as
      determined by the Committee and set forth in the Option Agreement, provided,
      however,
      that
      unless otherwise established by the Committee with respect to Non-Statutory
      Options granted to a Non-Employee Director on or after the 2006 Annual Meeting,
      each Nonstatutory Stock Option granted to a Non-Employee Director may be
      exercised in whole or in part at any time commencing one year after the date
      of
      grant thereof. An Option shall be deemed exercised when the Company receives:
      (i) written or electronic notice of exercise (in accordance with the Option
      Agreement) from the person entitled to exercise the Option, and (ii) full
      payment for the Shares with respect to which the Option is exercised. Full
      payment may consist of any consideration and method of payment authorized by
      the
      Committee and permitted by the Option Agreement and Section 10(c) of the Plan.
      Shares issued upon exercise of an Option shall be issued in the name of the
      Optionee. Until the Shares are issued (as evidenced by the appropriate entry
      on
      the books of the Company or of a duly authorized transfer agent of the Company),
      no right to vote or receive dividends or any other rights as a shareholder
      shall
      exist with respect to the Optioned Stock, notwithstanding the exercise of the
      Option. The Company shall issue (or cause to be issued) such Shares promptly
      after the Option is exercised. No adjustment will be made for a dividend or
      other right for which the record date is prior to the date the Shares are
      issued, except as provided in Section 16 of the Plan. Exercising an Option
      in
      any manner shall decrease the number of Shares thereafter available, both for
      purposes of the Plan and for sale under the Option, by the number of Shares
      as
      to which the Option is exercised.

    


    (b)    Termination
      of Relationship as a Service Provider.
      


    
      
        
        

      

      
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    (i)    Service
      Providers other than Non-Employee Directors.
      Except
      as may be otherwise expressly provided herein or in the Option agreement,
      Options of Participants other than Non-Employee Directors shall terminate on
      the
      earlier of the date of the expiration of the Option or one day less than three
      months after the date of the severance of the employment or affiliation
      relationship between the Company and the Optionee for any reason, for or without
      cause, other than death. Whether authorized leave of absence, or absence on
      military or government service, shall constitute severance of the employment
      or
      affiliation relationship between the Company and the Optionee shall be
      determined by the Committee at the time thereof. Unless the Optionee’s Option
      agreement specifically addresses the matter and expressly provides otherwise,
      after the severance of the employment or affiliation relationship between the
      Company and the Optionee, the Optionee shall have the right, at any time prior
      to the termination of the Option, to exercise the Option solely to the extent
      the Optionee was entitled to exercise it immediately prior to the date of such
      severance. In the event of the death of the holder of an Option while in the
      employ or affiliation of the Company and before the date of expiration of such
      Option, such Option shall terminate on the earlier of such date of expiration
      or
      six months following the date of such death. After the death of the Optionee,
      his executors, administrators or any person or persons to whom his Option may
      be
      transferred by will or by the laws of descent and distribution, shall have
      the
      right, at any time prior to such termination, to exercise the Option, in whole
      (subject to the provisions of Paragraph 8 hereof, but without regard to any
      limitation set forth in or imposed pursuant to Paragraph 9 hereof) or in part.
      An employment or affiliation relationship between the Company and the Optionee
      shall be deemed to exist during any period in which the Optionee is employed
      by
      or affiliated with the Company, by any Parent or Subsidiary, by a corporation
      issuing or assuming a common stock option in a transaction to which Section
      424(a) of the Code, applies, or by a Parent or Subsidiary corporation of such
      corporation issuing or assuming a stock option (and for this purpose, the phrase
      “corporation issuing or assuming a stock option” shall be substituted for the
      word “Company” in the definitions of Parent and Subsidiary specified in Section
      2 of this Plan, and the parent-subsidiary relationship shall be determined
      at
      the time of the corporate action described in Section 424(a) of the
      Code).

    


    (ii)    Non-Employee
      Directors.
      Except
      as may be otherwise expressly provided in this Plan or by the Committee, each
      Nonstatutory Stock Option of a Non-Employee Director, to the extent it shall
      not
      have been exercised previously, shall terminate on the earlier of the
      following:

    


    (A)    On
      the
      last day of the three-month period commencing on the date
      on
      which the Non-Employee Director ceases to be a member of the Board for any
      reason other than death or permanent disability (as defined below), during
      which
      period the Non-Employee Director shall be entitled to exercise all Nonstatutory
      Stock Options held by the Non-Employee Director on the date on which the
      Non-Employee Director ceased to be a member of the Board which could have been
      exercised on such date. As used in this section, “permanent disability” means a
      physical or mental infirmity which impairs the Non-Employee Director’s ability
      to perform substantially his or her duties; or

    


    (B)    On
      the
      last day of the twelve-month period commencing either on the date of the
      Non-Employee Director’s death while serving as a member of the Board, or on the
      date of termination as a member of the Board due to permanent disability, during
      which period the Non-Employee Director, the executor or administrator of the
      Non-Employee Director’s estate or the person or persons to whom the Non-Employee
      Director’s Nonstatutory Stock Option shall have been transferred by will or the
      laws of descent or distribution, as the case may be, shall be entitled to
      exercise all Nonstatutory Stock Options in respect of the number of Shares
      that
      the Non-Employee Director would have been entitled to purchase had the
      Non-Employee Director exercised such Nonstatutory Stock Options either on the
      date of his death, or the date of termination as a member of the Board due
      to
      permanent disability.


    
      
        
        

      

      
        -9-

        
          

        

      

      
        
        

      

    


    (c)    Form
      of Consideration.
      The
      Committee shall determine the acceptable form of consideration for exercising
      an
      Option, including the method of payment. In the case of an Incentive Stock
      Option, the Committee shall determine the acceptable form of consideration
      at
      the time of grant. Such consideration may consist entirely of:

    


    (i)
           cash;

    


    (ii)
          check;

    


    (iii)    other
      Shares which (A) have been owned by the Optionee for more than six months on
      the
      date of surrender, and (B) have a Fair Market Value on the date of surrender
      equal to the aggregate exercise price of the Shares as to which said Option
      shall be exercised;

    


    (iv)    consideration
      received by the Company under a cashless exercise program implemented by the
      Company in connection with the Plan;

    


    (v)
    any
      combination of the foregoing methods of payment; or

    


    (vi)    such
      other consideration and method of payment for the issuance of Shares to the
      extent permitted by Applicable Laws.

    


    11.   Stock
      Purchase Rights.

    


    (a)    Rights
      to Purchase.
      Stock
      Purchase Rights may be issued either alone, in addition to, or in tandem with
      other Awards granted under the Plan and/or cash awards made outside of the
      Plan.
      After the Committee determines that it will offer Stock Purchase Rights under
      the Plan, it shall advise the offeree in writing or electronically, by means
      of
      a Notice of Grant and/or a Restricted Stock Purchase Agreement in the form
      determined by the Committee, of the terms, conditions and restrictions related
      to the offer, including the number of Shares that the offeree shall be entitled
      to purchase and the price to be paid for such Shares. The offer shall be
      accepted by execution of a Restricted Stock Purchase Agreement in the form
      determined by the Committee.

    


    (b)    Repurchase
      Option.
      Unless
      the Committee determines otherwise, the Restricted Stock Purchase Agreement
      shall grant the Company a repurchase option exercisable upon the voluntary
      or
      involuntary termination of the purchaser's service with the Company for any
      reason (including death or disability). The purchase price for Shares
      repurchased pursuant to the Restricted Stock Purchase Agreement shall be the
      original price paid by the purchaser and may be paid by cancellation of any
      indebtedness of the purchaser to the Company. The repurchase option shall lapse
      at a rate determined by the Committee.

    


    (c)    Other
      Provisions.
      The
      Restricted Stock Purchase Agreement shall contain such other terms, provisions
      and conditions not inconsistent with the Plan as may be determined by the
      Committee in its sole discretion.


    
      
        
        

      

      
        -10-

        
          

        

      

      
        
        

      

    


    (d)    Rights
      as a Shareholder.
      Once
      the Stock Purchase Right is exercised, the purchaser shall have the rights
      equivalent to those of a shareholder, and shall be a shareholder when his or
      her
      purchase is entered upon the records of the duly authorized transfer agent
      of
      the Company. No adjustment will be made for a dividend or other right for which
      the record date is prior to the date the Stock Purchase Right is exercised,
      except as provided in Section 16 of the Plan.

    


    12.   Stock
      Awards.
      The
      Committee may, in its sole discretion, grant (or sell at par value or such
      higher purchase price as it determines) Shares to a Service Provider subject
      to
      such terms and conditions as the Committee sets forth in a Stock Award Agreement
      evidencing such grant. The grant of Stock Awards shall be subject to the
      following provisions:

    


    (a)    At
      the
      time a Stock Award is made, the Committee shall establish a vesting period
      (the
      "Restricted Period") applicable to the Stock Award Shares subject to such Stock
      Award. The Committee may, in its sole discretion, at the time a grant is made,
      prescribe restrictions in addition to the expiration of the Restricted Period,
      including the satisfaction of corporate or individual performance objectives.
      None of the Stock Award Shares may be sold, transferred, assigned, pledged
      or
      otherwise encumbered or disposed of during the Restricted Period applicable
      to
      such Stock Award Shares or prior to the satisfaction of any other restrictions
      prescribed by the Committee with respect to such Stock Award
      Shares.

    


    (b)    The
      Company shall issue, in the name of each Service Provider to whom Stock Award
      Shares have been granted, stock certificates representing the total number
      of
      Stock Award Shares granted to such person, as soon as reasonably practicable
      after the grant. The Company, at the direction of the Committee, shall hold
      such
      certificates, properly endorsed for transfer, for the Stock Awardee's benefit
      until such time as the Stock Award Shares are forfeited to the Company, or
      the
      restrictions lapse.

    


    (c)    Unless
      otherwise provided by the Committee, holders of Stock Award Shares shall have
      the right to vote such Shares and have the right to receive any cash dividends
      with respect to such Shares. All distributions, if any, received by a Stock
      Awardee with respect to Stock Award Shares as a result of any stock split,
      stock
      distribution, combination of shares, or other similar transaction shall be
      subject to the restrictions of this Section 12. 

    


    (d)    Unless
      otherwise provided by the Stock Award Agreement, any Stock Award Shares granted
      to a Service Provider pursuant to the Plan shall be forfeited if the Stock
      Awardee terminates employment or his consultancy arrangement with the Company
      or
      its subsidiaries for any reason prior to the expiration or termination of the
      applicable Restricted Period and the satisfaction of any other conditions
      applicable to such Stock Award Shares. Upon such forfeiture, the Stock Award
      Shares that are forfeited shall be retained in the treasury of the Company
      and
      be available for subsequent awards under the Plan.

    


    (e)    Upon
      the
      expiration or termination of the Restricted Period and the satisfaction of
      any
      other conditions prescribed by the Committee, the restrictions applicable to
      the
      Stock Award Shares shall lapse and, at the Stock Awardee’s request, a stock
      certificate for the number of Stock Award Shares with respect to which the
      restrictions have lapsed shall be delivered, free of all such restrictions,
      to
      the Stock Awardee or his beneficiary or estate, as the case may be.

    


    
      
        
        

      

      
        -11-

        
          

        

      

      
        
        

      

    

     

    13.   Unrestricted
      Shares.
      The
      Committee may grant Unrestricted Shares in accordance with the following
      provisions: 

    


    (a)    The
      Committee may cause the Company to grant Unrestricted Shares to Service
      Providers at such time or times, in such amounts and for such reasons as the
      Committee, in its sole discretion, shall determine. No payment shall be required
      for Unrestricted Shares.

    


    (b)    The
      Company shall issue, in the name of each Service Provider to whom Unrestricted
      Shares have been granted, stock certificates representing the total number
      of
      Unrestricted Shares granted to such individual, and shall deliver such
      certificates to such Service Provider as soon as reasonably practicable after
      the date of grant or on such later date as the Committee shall determine at
      the
      time of grant.

    


    14.   Stock
      Appreciation Rights.
      A Stock
      Appreciation Right may be granted by the Committee either alone, in addition
      to,
      or in tandem with other Awards granted under the Plan. Each Stock Appreciation
      Right granted under the Plan shall be subject to the following terms and
      conditions:

    


    (a)    Each
      Stock Appreciation Right shall relate to such number of Shares as shall be
      determined by the Committee.

    


    (b)    The
      Award
      Date (i.e.,
      the
      date of grant) of a Stock Appreciation Right shall be the date specified by
      the
      Committee, provided that that date shall not be before the date on which the
      Stock Appreciation Right is actually granted. The Award Date of a Stock
      Appreciation Right shall not be prior to the date on which the recipient
      commences providing services as a Service Provider. The term of each Stock
      Appreciation Right shall be determined by the Committee, but shall not exceed
      ten years from the date of grant. Each Stock Appreciation Right shall become
      exercisable at such time or times and in such amount or amounts during its
      term
      as shall be determined by the Committee. Unless otherwise specified by the
      Committee, once a Stock Appreciation Right becomes exercisable, whether in
      full
      or in part, it shall remain so exercisable until its expiration, forfeiture,
      termination or cancellation.

    


    (c)    A
      Stock
      Appreciation Right may be exercised, in whole or in part, by giving written
      notice to the Committee. As soon as practicable after receipt of the written
      notice, the Company shall deliver to the person exercising the Stock
      Appreciation Right stock certificates for the Shares to which that person is
      entitled under Section 14(d) hereof.

    


    (d)    A
      Stock
      Appreciation Right shall be exercisable for Shares only. The number of Shares
      issuable upon the exercise of the Stock Appreciation Right shall be determined
      by dividing:

    


    (A)    the
      number of
      Shares for which the Stock Appreciation Right is exercised multiplied by the
      amount of the appreciation per Share (for this purpose, the "appreciation per
      Share" shall be the amount by which the Fair Market Value of a Share on the
      exercise date exceeds (x) in the case of a Stock Appreciation Right granted
      in
      tandem with an Option, the exercise price or (y) in the case of a Stock
      Appreciation Right granted alone without reference to an Option, the Fair Market
      Value of a Share on the Award Date of the Stock Appreciation Right);
      by

    


    (B)    the
      Fair
      Market Value of a Share on the exercise date.


    
      
        
        

      

      
        -12-

        
          

        

      

      
        
        

      

    


    15.   Non-Transferability.
      Unless
      determined otherwise by the Committee, an Option, Stock Purchase Right or Stock
      Appreciation Right may not be sold, pledged, assigned, hypothecated,
      transferred, or disposed of in any manner other than by will or by the laws
      of
      descent or distribution and may be exercised, during the lifetime of the
      Participant, only by the Participant. If the Committee makes an Option, Stock
      Purchase Right or Stock Appreciation Right transferable, such Option, Stock
      Purchase Right or Stock Appreciation Right shall contain such additional terms
      and conditions as the Committee deems appropriate. Notwithstanding the
      foregoing, the Committee, in its sole discretion, may provide in the Option
      Agreement regarding a given Option that the Optionee may transfer, without
      consideration for the transfer, his or her Nonstatutory Stock Options to members
      of his or her immediate family, to trusts for the benefit of such family
      members, or to partnerships in which such family members are the only partners,
      provided that the transferee agrees in writing with the Company to be bound
      by
      all of the terms and conditions of this Plan and the applicable Option. During
      the period when Shares of Restricted Stock and Stock Award Shares are restricted
      (by virtue of vesting schedules or otherwise), such Shares may not be sold,
      pledged, assigned, hypothecated, transferred, or disposed of in any manner
      other
      than by will or by the laws of descent or distribution.

    


    16.   Adjustments
      Upon Changes in Capitalization, Dissolution, Merger or Asset
      Sale.

    


    (a)    Changes
      in Capitalization.
      Subject
      to any required action by the shareholders of the Company, the number of Shares
      of Common Stock covered by each outstanding Option, Stock Purchase Right, Stock
      Appreciation Right and Stock Award, the number of Shares of Restricted Stock
      outstanding and the number of Shares of Common Stock which have been authorized
      for issuance under the Plan but as to which no Options, Stock Purchase Rights,
      Stock Appreciation Rights or Stock Awards have yet been granted or which have
      been returned to the Plan upon cancellation or expiration of an Option, Stock
      Purchase Right, Stock Appreciation Right, Restricted Stock Purchase Agreement
      or
      Stock Award, as well as the price per share of Common Stock covered by each
      such
      outstanding Option, Stock Purchase Right or Stock Appreciation Right, shall
      be
      proportionately adjusted for any increase or decrease in the number of issued
      shares of Common Stock resulting from a stock split, reverse stock split, stock
      dividend, combination or reclassification of the Common Stock, or any other
      increase or decrease in the number of issued shares of Common Stock effected
      without receipt of consideration by the Company; provided,
      however,
      that
      conversion of any convertible securities of the Company shall not be deemed
      to
      have been "effected without receipt of consideration." Such adjustment shall
      be
      made by the Committee, whose determination in that respect shall be final,
      binding and conclusive. Except as expressly provided herein, no issuance by
      the
      Company of shares of stock of any class, or securities convertible into shares
      of stock of any class, shall affect, and no adjustment by reason thereof shall
      be made with respect to, the number or price of Shares of Common Stock subject
      to an Award hereunder.

    


    (b)    Corporate
      Transactions.
      If the
      Company merges or consolidates with another corporation, whether or not the
      Company is a surviving corporation, or if the Company is liquidated or sells
      or
      otherwise disposes of substantially all its assets, or if any “person” (as that
      term is used in Section 13(d) and 14(d)(2) of the Exchange Act) is or becomes
      the beneficial owner, directly or indirectly, of securities of the Company
      representing greater than 50% of the combined voting power of the Company's
      then
      outstanding securities (each such event a “Corporate
      Transaction Event”)
      then
      (i) subject to the provisions of clause (iii) below, after the effective date
      of
      such merger, consolidation, liquidation, sale or other disposition, or change
      in
      beneficial ownership, as the case may be, each holder of an outstanding Option,
      Stock Purchase Right or Stock Appreciation Right shall be entitled, upon
      exercise of such Option, Stock Purchase Right or Stock Appreciation Right to
      receive, in lieu of Shares of Common Stock, the number and class or classes
      of
      shares of such stock or other securities or property to which such holder would
      have been entitled if, immediately prior to such merger, consolidation,
      liquidation, sale or other disposition, or change in beneficial ownership,
      such
      holder had been the holder of record of a number of Shares of Common Stock
      equal
      to the number of shares as to which such Option, Stock Purchase Right and Stock
      Appreciation Right may be exercised; (ii) the Board may waive any limitations
      set forth in or imposed pursuant hereto so that all Options, Stock Purchase
      Rights and Stock Appreciation Rights from and after a date prior to the
      effective date of such Corporate Transaction Event, as specified by the Board,
      shall be exercisable in full; and (iii) all outstanding Options, Stock Purchase
      Rights and Stock Appreciation Rights may be canceled by the Board as of the
      effective date of any such Corporate Transaction Event.


    
      
        
        

      

      
        -13-

        
          

        

      

      
        
        

      

    


    In
      the
      event of a Corporate Transaction Event, then, absent a provision to the contrary
      in any particular Restricted Stock Purchase Agreement or Stock Award (in which
      case the terms of such Restricted Stock Purchase Agreement or Stock Award shall
      supercede each of the provisions of this paragraph which are inconsistent with
      such Restricted Stock Purchase Agreement or Stock Award), each outstanding
      Restricted Stock Purchase Agreement and Stock Award shall be assumed or an
      equivalent agreement or award substituted by the successor corporation or a
      Parent or Subsidiary of the successor corporation. In the event that the
      Committee determines that the successor corporation or a Parent or a Subsidiary
      of the successor corporation has refused to assume or substitute an equivalent
      agreement or award for each outstanding Restricted Stock Purchase Agreement
      and
      Stock Award, all vesting periods and conditions under Restricted Stock Purchase
      Agreements and Stock Awards shall be deemed to have been satisfied.

    


    Except
      as
      hereinbefore expressly provided, the issue by the Company of shares of stock
      of
      any class, or securities convertible into shares of stock of any class, for
      cash
      or property, or for labor or services either upon direct sale or upon the
      exercise of rights or warrants to subscribe therefor, or upon conversion of
      shares or obligations of the Company convertible into sub shares or other
      securities, shall not affect, and no adjustment by reason thereof shall be
      made
      with respect to, the number or price of Shares of Common Stock then subject
      to
      outstanding Options, Stock Purchase Rights and Stock Appreciation
      Rights.

    


    17.   Substitute
      Options.
      In the
      event that the Company, directly or indirectly, acquires another entity, the
      Board may authorize the issuance of stock options (“Substitute Options”) to the
      individuals performing services for the acquired entity in substitution of
      stock
      options previously granted to those individuals in connection with their
      performance of services for such entity upon such terms and conditions as the
      Board shall determine, taking into account the conditions of Code Section
      424(a), as from time to time amended or superceded, in the case of a Substitute
      Option that is intended to be an Incentive Stock Option. Shares of capital
      stock
      underlying Substitute Stock Options shall not constitute Shares issued pursuant
      to the Plan for any purpose.

    


    18.   Date
      of Grant.
      The
      date of grant of an Option, Stock Purchase Right, Stock Appreciation Right,
      Stock Award or Unrestricted Share shall be, for all purposes, the date on which
      the Committee makes the determination granting such Option, Stock Purchase
      Right, Stock Appreciation Right, Stock Award or Unrestricted Share, or such
      other later date as is determined by the Committee. Notice of the determination
      shall be provided to each grantee within a reasonable time after the date of
      such grant.


    
      
        
        

      

      
        -14-

        
          

        

      

      
        
        

      

    


    19.   Amendment
      and Termination of the Plan.
      The
      Board may modify, revise or terminate this Plan at any time and from time to
      time, subject to the approval of the Company’s stockholders to the extent
      required by Applicable Laws; provided, however, that no such modification,
      revision, or termination of the Plan may impair the rights of any Participant
      without the Participant’s written consent. All Awards granted under this Plan
      shall be subject to the terms and provisions of this Plan and any amendment,
      modification or revision of this Plan shall be deemed to amend, modify or revise
      all Awards outstanding under this Plan at the time of such amendment,
      modification or revision.

    


    20.   Conditions
      Upon Issuance of Shares.

    


    (a)    Legal
      Compliance.
      Shares
      shall not be issued in connection with the grant of any Stock Award or
      Unrestricted Share or the exercise of any Option, Stock Purchase Right or Stock
      Appreciation Right unless such grant or the exercise of such Option, Stock
      Purchase Right or Stock Appreciation Right and the issuance and delivery of
      such
      Shares shall comply with Applicable Laws and shall be further subject to the
      approval of counsel for the Company with respect to such
      compliance.

    


    (b)    Investment
      Representations.
      As a
      condition to the grant of any Stock Award or Unrestricted Share or the exercise
      of any Option, Stock Purchase Right or Stock Appreciation Right, the Company
      may
      require the person receiving such Award or exercising such Option, Stock
      Purchase Right or Stock Appreciation Right to represent and warrant at the
      time
      of any such exercise or grant that the Shares are being purchased only for
      investment and without any present intention to sell or distribute such Shares
      if, in the opinion of counsel for the Company, such a representation is
      required.

    


    (c)    Additional
      Conditions.
      The
      Committee shall have the authority to condition the grant of any Award or rights
      under any Restricted Stock Purchase Agreement in such other manner that the
      Committee determines to be appropriate, provided that such condition is not
      inconsistent with the terms of the Plan. Such conditions may include, among
      other things, obligations of recipients to execute non-compete, non-solicitation
      and non-disclosure covenants.

    


    (d)    Trading
      Policy Restrictions.
      Option,
      Stock Purchase Right and Stock Appreciation Right exercises and other Awards
      under the Plan shall be subject to the terms and conditions of any insider
      trading policy established by the Company or the Committee.

    


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

    


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


    
      
        
        

      

      
        -15-

        
          

        

      

      
        
        

      

    


    23.   Shareholder
      Approval.
      The
      Plan shall be subject to approval by the shareholders of the Company within
      twelve (12) months after the date the Plan is adopted. Such shareholder approval
      shall be obtained in the manner and to the degree required under Applicable
      Laws. Notwithstanding any provision in the Plan to the contrary, any exercise
      of
      an Option, Stock Purchase Right or Stock Appreciation Right granted before
      the
      Company has obtained shareholder approval of the Plan in accordance with this
      Section 23 shall be conditioned upon obtaining such shareholder approval of
      the
      Plan in accordance with this Section 23.

    


    24.   Withholding;
      Notice of Sale.
      The
      Company shall be entitled to withhold from any amounts payable to an Employee
      any amounts which the Company determines, in its discretion, are required to
      be
      withheld under any Applicable Law as a result of any action taken by a holder
      of
      an Award. 

    


    25.   Arbitration
      of Disputes.
      Any
      controversy arising out of or relating to this Plan or an Option or other Award
      Agreement shall be resolved by arbitration conducted pursuant to the arbitration
      rules of the American Arbitration Association. The arbitration shall be final
      and binding on the parties.

    


    26.   Governing
      Law.
      This
      Plan shall be governed by the laws of the state of Delaware, without regard
      to
      conflict of law principles.

     

     

    -16-