EXHIBIT
      4.1

     

     

    EMERGE
      CAPITAL CORP. 2005 STOCK INCENTIVE PLAN

     

    1.            
      Establishment,
      Purpose and Types of Awards

     

    NuWave
      Technologies, Inc., a Delaware corporation (the “Company”),
      hereby
      establishes the
      EMERGE CAPITAL CORP. 2005 STOCK INCENTIVE PLAN (the
      “Plan”).
      The
      purpose of the Plan is to promote the long-term growth and profitability of
      the
      Company by (a) providing key people with incentives to improve shareholder
      value and to contribute to the growth and financial success of the Company,
      and (b) enabling the Company to attract, retain and reward the
      best-available persons. The Plan permits the granting of stock
      options (including incentive stock options qualifying under Code Section
      422 and nonqualified stock options), stock appreciation rights, restricted
      or
      unrestricted share awards, phantom stock, deferred share units, performance
      awards, other stock-based awards, or any combination of the
      foregoing.

     

    2.            
      Definitions

     

    Under
      this Plan, except where the context otherwise indicates, the following
      definitions apply:

     

    (a)  “Affiliate”
      means
      any entity, whether now or hereafter existing, which controls, is controlled
      by,
      or is under common control with, the Company (including, but not limited
      to, joint ventures, limited liability companies, and partnerships). For this
      purpose, “control” shall mean ownership of fifty percent (50%) or more of
      the total combined voting power or value of all classes of stock or interests
      of
      the entity.

     

    (b)  “Applicable
      Law”
      means
      the legal requirements relating to the administration of options and share-based
      plans under applicable U.S. federal and state laws, the Code, any applicable
      stock exchange or automated quotation system rules or regulations, and the
      applicable laws of any other country or jurisdiction where Awards are granted,
      as such laws, rules, regulations and requirements shall be in place from time
      to
      time.

     

    (c)  “Award”
      means
      any stock option, stock appreciation right, stock award, phantom stock award,
      performance award, or other stock-based award.

     

    (d)  “Board”
      means
      the Board of Directors of the Company.

     

    (e)  “Cause”
      for
      termination of a Participant’s Continuous Service either has the meaning set
      forth in any employment-related written agreement between the Participant and
      the Company, or means that the Participant is terminated from employment or
      other service with the Company or an Affiliate for any of the following reasons
      after receiving both a specific written notice of the conduct that the Board
      considers “Cause” and a reasonable opportunity to cure such conduct (if it
      is reasonably capable of being cured): (i) the Participant’s willful
      failure to substantially perform his or her duties and responsibilities to
      the
      Company or deliberate violation of a material Company policy; (ii) the
      Participant’s commission of any material act or acts of fraud, embezzlement,
      dishonesty, or other willful misconduct; (iii) the Participant’s material
      unauthorized use or disclosure of any proprietary information or trade secrets
      of the Company or any other party to whom the Participant owes an obligation
      of
      nondisclosure as a result of his or her relationship with the Company;
      or (iv) Participant’s willful and material breach of any of his or her
      obligations under any written agreement or covenant with the Company. The Board
      shall in its discretion determine whether or not a Participant is being
      terminated for Cause. The foregoing definition does not in any way limit the
      Company’s ability to terminate a Participant’s employment or consulting
      relationship at any time, and the term “Company” will be interpreted herein to
      include any Affiliate or successor thereto, if appropriate.

     

    (f)  “Change
      in Control”
      means: (i) the acquisition (other than from the Company) by any
      Person, as defined in this Section 2(f), of the beneficial
      ownership (within the meaning of Rule 13d-3 promulgated under the
      Securities Exchange Act of 1934, as amended) of fifty percent (50%) or more
      of (A) the then outstanding shares of the securities of the Company;
      or (B) the combined voting power of the then outstanding securities of the
      Company entitled to vote generally in the election of Directors (the
“Company
      Voting Stock”); (ii)
      the closing of a sale or other conveyance of all or substantially all of the
      assets of the Company; or (iii) the effective time of any merger, share
      exchange, consolidation, or other business combination of the Company if
      immediately after such transaction persons who hold a majority of the
      outstanding voting securities entitled to vote generally in the election of
      directors of the surviving entity (or the entity owning one hundred
      percent (100%) of such surviving entity) are not persons who, immediately
      prior to such transaction, held the Company Voting Stock. For purposes of this
      Section 2(f), a “Person”
      means
      any individual, entity or group within the meaning of Section 13(d)(3) or
      14(d)(2) of the Securities Exchange Act of 1934, as amended, other than:
      employee benefit plans sponsored or maintained by the Company and corporations
      controlled by the Company.

     

    
      
         

      

      
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    (g)  “Code”
      means
      the Internal Revenue Code of 1986, as amended, and any regulations promulgated
      thereunder.

     

    (h)  “Common
      Stock”
      means
      shares of common stock of the Company, par value $0.001 per Share.

     

    (i)  “Consultant”
      means
      any person, including an advisor, who is engaged by the Company or any Affiliate
      to render services and is compensated for such services.

     

    (j)  “Continuous
      Service”
      means
      the absence of any interruption or termination of a Participant’s service as an
      Employee, Director, or Consultant. Continuous Service shall not be considered
      interrupted in the case of: (i) sick leave; (ii) military
      leave; (iii) any other leave of absence approved by the Committee, provided
      that such leave is for a period of not more than ninety (90) days, unless
      reemployment upon the expiration of such leave is guaranteed by contract or
      statute, or unless provided otherwise pursuant to Company policy adopted from
      time to time; (iv) changes in status from Director to advisory director or
      emeritus status; or (iv) in the case of transfers between locations of the
      Company or between the Company, its Affiliates or their respective successors.
      Changes in status between a Participant’s service as an Employee, Director, and
      a Consultant will not constitute an interruption of Continuous
      Service.

     

    (k)  “Deferred
      Share Units”
      means
      Awards pursuant to Section 10 of the Plan.

     

    (l)  “Director”
      means a
      member of the Board, or a member of the board of directors of an
      Affiliate.

     

    (m)  “Disabled”
      means a
      condition under which a Participant:

     

    (i)  is
      unable
      to engage in any substantial gainful activity by reason of any medically
      determinable physical or mental impairment which can be expected to result
      in
      death or can be expected to last for a continuous period of not less than
      twelve (12) months, or

     

    (ii)  is,
      by
      reason of any medically determinable physical or mental impairment which can
      be
      expected to result in death or can be expected to last for a continuous period
      of not less than twelve (12) months, received income replacement benefits
      for a period of not less than three (3) months under an accident or health
      plan covering Employees of the Company.

     

    (n)  “Eligible
      Person”
      means
      any Consultant, Director or Employee.

     

    (o)  “Employee”
      means
      any person whom the Company or any Affiliate classifies as an
      employee (including an officer) for employment tax purposes. The payment by
      the Company of a director’s fee to a Director shall not be sufficient to
      constitute “employment” of such Director by the Company.

     

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

     

    (q)  “Fair
      Market Value”
      means,
      with respect to a share of the Company’s Common Stock for any purpose on a
      particular date, the value determined by the Administrator in good faith.
      However, if the Common Stock is registered under Section 12(b) or 12(g) of
      the
      Securities Exchange Act of 1934, as amended, and listed for trading on a
      national exchange or market, “Fair
      Market Value”
      means,
      as applicable, (i) either the closing price or the average of the high and
      low sale price on the relevant date, as determined in the Administrator’s
      discretion, quoted on the American Stock Exchange; (ii) the last sale price
      on the relevant date quoted on the Nasdaq SmallCap Market; (iii) the
      closing high bid on the relevant date quoted on the Nasdaq OTC Bulletin Board
      Service or by the National Quotation Bureau, Inc. or a comparable service as
      determined in the Administrator’s discretion; or (iv) if the Common Stock
      is not quoted by any of the above, the average of the closing bid and asked
      prices on the relevant date furnished by a professional market maker for the
      Common Stock, or by such other source, selected by the Administrator. If no
      public trading of the Common Stock occurs on the relevant date, then Fair Market
      Value shall be determined as of the next preceding date on which trading of
      the
      Common Stock does occur. For all purposes under this Plan, the term “relevant
      date” as used in this Section 2(q) shall mean either the date as of which Fair
      Market Value is to be determined or the next preceding date on which public
      trading of the Common Stock occurs, as determined in the Administrator’s
      discretion.

     

    
      
         

      

      
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    (r)  “Grant
      Agreement”
      means a
      written document memorializing the terms and conditions of an Award granted
      pursuant to the Plan and shall incorporate the terms of the Plan. The Committee
      shall determine the form or forms of documents to be used, and may change them
      from time to time for any reason.

     

    (s)  “Grant
      Date”
      has the
      meaning set forth in Section 16 of the Plan.

     

    (t)  “ISO”
      means an
      Option intended to qualify as an incentive stock option within the meaning
      of
      Section 422 of the Code, as designated in the applicable Award
      Agreement.

     

    (u)  “Involuntary
      Termination”
      means
      termination of a Participant’s Continuous Service under the following
      circumstances occurring on or after a Change in Control: (i) termination
      without Cause by the Company or an Affiliate or successor thereto, as
      appropriate; or (ii) voluntary termination by the Participant within
      sixty (60) days following (A) a material reduction in the
      Participant’s job responsibilities, provided that neither a mere change in title
      alone nor reassignment to a substantially similar position shall constitute
      a
      material reduction in job responsibilities; (B) an involuntary relocation
      of the Participant’s work site to a facility or location more than
      fifty (50) miles from the Participant’s principal work site at the time of
      the Change in Control; or (C) a material reduction in Participant’s total
      compensation other than as part of an reduction by the same percentage amount
      in
      the compensation of all other similarly-situated Employees, Directors or
      Consultants.

     

    (v)  “Nonqualified
      Option”
      means an
      Option not intended to qualify as an ISO, as designated in the applicable Award
      Agreement.

     

    (w)  “Option”
      means
      any stock option granted pursuant to Section 7 of the Plan.

     

    (x)  “Participant”
      means
      any holder of one or more Awards, or the Shares issuable or issued upon exercise
      of such Awards, under the Plan.

     

    (y)  “Performance
      Awards”
      means
      Performance Units and Performance Compensation Awards granted pursuant to
      Section 13 of the Plan.

     

    (z)  “Performance
      Compensation Awards”
      means
      Awards granted pursuant to Section 13(b) of the Plan.

     

    (aa)  “Performance
      Unit”
      means
      Awards granted pursuant to Section 13(a) of the Plan which may be paid in cash,
      in Shares, or such combination of cash and Shares as the Committee in its sole
      discretion shall determine.

     

    (bb)  “Person”
      means
      any natural person, association, trust, business trust, cooperative,
      corporation, general partnership, joint venture, joint-stock company, limited
      partnership, limited liability company, real estate investment trust, regulatory
      body, governmental agency or instrumentality, unincorporated organization or
      organizational entity.

     

    (cc)  “Phantom
      Stock”
      means
      Awards pursuant to Section 11 of the Plan.

     

    (dd)  “Reporting
      Person”
      means an
      officer, Director, or greater than ten percent (10%) shareholder of the
      Company within the meaning of Rule 16a-2 under the Exchange Act, who is required
      to file reports pursuant to Rule 16a-3 under the Exchange Act.

     

    (ee)  “Restricted
      Shares”
      means
      Shares subject to restrictions imposed pursuant to Section 9 of the
      Plan.

     

    (ff)  “Restricted
      Share Units”
      means
      Awards pursuant to Section 9 of the Plan.

     

    (gg)  “Rule
      16b-3”
      means
      Rule 16b-3 promulgated under the Exchange Act, as amended from time to time,
      or
      any successor provision.

     

    (hh)  “SAR”
      or
“Share
      Appreciation Right”
      means
      Awards granted pursuant to Section 8 of the Plan.

     

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

     

    
      
         

      

      
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    (jj)  “Ten
      Percent Holder”
      means a
      person who owns stock representing more than ten percent (10%) of the
      combined voting power of all classes of stock of the Company or any
      Affiliate.

     

    (kk)  “Unrestricted
      Shares”
      means
      Shares awarded pursuant to Section 9 of the Plan.

     

    3.            
      Administration

     

    (a)  Administration
      of the Plan.
      The Plan
      shall be administered by the Board or by such committee or committees as may
      be
      appointed by the Board from time to time (the Board, committee or
      committees hereinafter referred to as the “Administrator”).

     

    (b)  Powers
      of the Administrator.
      The
      Administrator shall have all the powers vested in it by the terms of the Plan,
      such powers to include authority, in its sole and absolute discretion, to grant
      Awards under the Plan, prescribe Grant Agreements evidencing such Awards and
      establish programs for granting Awards.

     

    The
      Administrator shall have full power and authority to take all other actions
      necessary to carry out the purpose and intent of the Plan, including, but not
      limited to, the authority to: (i) determine the eligible persons to whom,
      and the time or times at which Awards shall be granted; (ii) determine the
      types of Awards to be granted; (iii) determine the number of shares to be
      covered by or used for reference purposes for each Award; (iv) impose such
      terms, limitations, restrictions and conditions upon any such Award as the
      Administrator shall deem appropriate; (v) modify, amend, extend or renew
      outstanding Awards, or accept the surrender of outstanding Awards and substitute
      new Awards (provided however, that, except as provided in Section 7(d) of
      the Plan, any modification that would materially adversely affect any
      outstanding Award shall not be made without the consent of the
      holder); (vi) accelerate or otherwise change the time in which an Award may
      be exercised or becomes payable and to waive or accelerate the lapse, in whole
      or in part, of any restriction or condition with respect to such Award,
      including, but not limited to, any restriction or condition with respect to
      the
      vesting or exercisability of an Award following termination of any grantee’s
      employment or other relationship with the Company; and (vii) establish
      objectives and conditions, if any, for earning Awards and determining whether
      Awards will be paid after the end of a performance period.

     

    The
      Administrator shall have full power and authority, in its sole and absolute
      discretion, to administer and interpret the Plan and to adopt and interpret
      such
      rules, regulations, agreements, guidelines and instruments for the
      administration of the Plan and for the conduct of its business as the
      Administrator deems necessary or advisable.

     

    (c)  Non-Uniform
      Determinations.
      The
      Administrator’s determinations under the Plan (including without
      limitation, determinations of the persons to receive Awards, the form, amount
      and timing of such Awards, the terms and provisions of such Awards and the
      Grant
      Agreements evidencing such Awards) need not be uniform and may be made by the
      Administrator selectively among persons who receive, or are eligible to receive,
      Awards under the Plan, whether or not such persons are similarly situated.
      The
      Administrator’s prior exercise of its discretionary authority shall not obligate
      it to exercise its authority in a like fashion thereafter.

     

    (d)  Limited
      Liability.
      To the
      maximum extent permitted by law, no member of the Administrator shall be liable
      for any action taken or decision made in good faith relating to the Plan or
      any
      Award thereunder.

     

    (e)  Indemnification.
      To the
      maximum extent permitted by law and by the Company’s charter and by-laws, the
      members of the Administrator shall be indemnified by the Company in respect
      of
      all their activities under the Plan.

     

    (f)  Effect
      of Administrator’s Decision.
      The
      Administrator shall have the discretion to interpret or construe ambiguous,
      unclear, or implied (but omitted) terms in any fashion it deems to be
      appropriate in its sole discretion, and to make any findings of fact needed
      in
      the administration of the Plan or Grant Agreements. All actions taken and
      decisions and determinations made by the Administrator on all matters relating
      to the Plan pursuant to the powers vested in it hereunder shall be in the
      Administrator’s sole and absolute discretion and shall be conclusive and binding
      on all parties concerned, including the Company, its stockholders, any
      participants in the Plan and any other Employee, Consultant, or Director of
      the
      Company, and their respective successors in interest. The validity of any such
      interpretation, construction, decision or finding of fact shall not be given
      de
      novo review if challenged in court, by arbitration, or in any other forum,
      and
      shall be upheld unless clearly made in bad faith or materially affected by
      fraud.

     

    
      
         

      

      
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    4.            
      Shares
      Available for the Plan; Maximum Awards

     

    (a)  General.
      Subject to adjustments as provided in Section 15(b) of the Plan and subject
      to
      the discretion of the Administrator, the number of Awards that may be granted
      under the Plan in each calendar year during any part of which the Plan is in
      effect shall be such number of shares equivalent to fifteen percent (15%)
      of the fully diluted shares of Common Stock outstanding on January 2 of a given
      calendar year, without taking into account Awards outstanding under the Plan
      that are exercisable for or convertible into Common Stock or that are unvested
      stock Awards (“Outstanding Awards”), less the number of shares subject to
      Outstanding Awards at the close of business on that date. In no event shall
      the
      number of shares be less than Ten Million (10,000,000) shares of Common Stock.
      Notwithstanding the foregoing, in no event shall more than an aggregate of
      ten
      percent (10%) of the total shares of Common Stock within the plan be subject
      to
      ISO Awards during the term of the Plan. The Company shall reserve as of the
      end
      of each preceding calendar year a sufficient number of Shares to satisfy
      outstanding Awards under the Plan and the number of additional shares available
      for issuance in accordance with the formula stated above. If any Award, or
      portion of an Award, under the Plan expires or terminates unexercised, becomes
      unexercisable or is forfeited or otherwise terminated, surrendered or canceled
      as to any Shares, or if any Shares are surrendered to the Company in connection
      with any Award (whether or not such surrendered shares were acquired
      pursuant to any Award), or if any shares are withheld by the Company, the shares
      subject to such Award and the surrendered and withheld shares shall thereafter
      be available for further Awards under the Plan; provided, however, that any
      such
      shares that are surrendered to or withheld by the Company in connection with
      any
      Award or that are otherwise forfeited after issuance shall not be available
      for
      purchase pursuant to ISOs. For all Awards, the Shares of Common Stock issued
      pursuant to the Plan may be authorized but unissued Shares, Shares that the
      Company has reacquired or otherwise holds in treasury, or Shares held in a
      grantor or other trust that the Board approves.

     

    (b)  Specific
      Award Limitations.
      Subject
      to the provisions of Section 15 of the Plan, the maximum number of Shares that
      the Company may issue in a form other than Options and SARs is ten
      percent (10%) of the total shares within the plan. 

     

    (c)  Individual
      Award Limits.
      Subject
      to adjustments as provided in Section 15(b) of the Plan, the maximum number
      of
      Shares of Common Stock subject to Awards of any combination that may be granted
      during any one (1) fiscal year of the Company to any one (1)
      individual under this Plan shall be determined from time to time at the sole
      discretion of the Administrator, including any such maximum number with respect
      to any individual during the first fiscal year that the individual is employed
      with the Company or an Affiliate. The Administrator may adjust any such
      limitations pursuant to Section 15(b) below. Any such per-individual limits
      shall not be adjusted to effect a restoration of Shares of Common Stock with
      respect to which the related Award is terminated, surrendered or
      canceled.

     

    5.            
      Participation

     

    Participation
      in the Plan shall be open to all Employees, Consultants, advisors, sales
      representatives, officers, and Directors of, and other individuals providing
      bona fide services to or for, the Company, or of any Affiliate of the Company,
      as may be selected by the Administrator from time to time. The Administrator
      may
      also grant Awards to individuals in connection with hiring, retention or
      otherwise, prior to the date the individual first performs services for the
      Company or an Affiliate provided that such Awards shall not become vested or
      exercisable prior to the date the individual first commences performance of
      such
      services. A Participant who has been granted an Award may be granted an
      additional Award or Awards if the Administrator shall so determine, if such
      person is otherwise an Eligible Person and if otherwise in accordance with
      the
      terms of the Plan.

     

    6.            
      Awards

     

    (a)  General.
      The
      Administrator, in its sole discretion, establishes the terms of all Awards
      granted under the Plan. Awards may be granted individually or in tandem with
      other types of Awards. All Awards are subject to the terms and conditions
      provided in the Grant Agreement. The Administrator may permit or require a
      recipient of an Award to defer such individual’s receipt of the payment of cash
      or the delivery of Common Stock that would otherwise be due to such individual
      by virtue of the exercise of, payment of, or lapse or waiver of restrictions
      respecting, any Award. If any such payment deferral is required or permitted,
      the Administrator shall, in its sole discretion, establish rules and procedures
      for such payment deferrals.

     

    (b)  Replacement
      Awards.
      Subject
      to Applicable Laws (including any associated Shareholder approval
      requirements), the Administrator may, in its sole discretion and upon such
      terms
      as it deems appropriate, require as a condition of the grant of an Award to
      a
      Participant that the Participant surrender for cancellation some or all of
      the
      Awards that have previously been granted to the Participant under this Plan
      or
      otherwise. An Award that is conditioned upon such surrender may or may not
      be
      the same type of Award, may cover the same (or a lesser or greater) number
      of Shares as such surrendered Award, may have other terms that are determined
      without regard to the terms or conditions of such surrendered Award, and may
      contain any other terms that the Administrator deems appropriate. In the case
      of
      Options and SARs, these other terms may not involve an exercise price that
      is
      lower than the exercise price of the surrendered Option or SARs unless the
      Company’s shareholders approve the grant itself or the program under which the
      grant is made pursuant to the Plan.

     

    
      
         

      

      
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    7.            
      Option
      Awards

     

    (a)  Types;
      Documentation.
      The
      Administrator may in its discretion grant ISOs to any Employee and Nonqualified
      Options to any Eligible Person, and shall evidence any such grants in a Grant
      Agreement that is delivered to the Participant. Each Option shall be designated
      in the Grant Agreement as an ISO or a Nonqualified Option, and the same Grant
      Agreement may grant both types of Options, provided, however, that Awards of
      ISOs shall be limited to Employees of the Company or of any current or hereafter
      existing “parent corporation” or “subsidiary corporation,” as defined in Code
      Sections 424(e) and (f), respectively, of the Company. At the sole
      discretion of the Administrator, any Option may be exercisable, in whole or
      in
      part, immediately upon the grant thereof, or only after the occurrence of a
      specified event, or only in installments, which installments may vary. Options
      granted under the Plan may contain such terms and provisions not inconsistent
      with the Plan that the Administrator shall deem advisable in its sole and
      absolute discretion.

     

    (b)  ISO
      $100,000 Limitation.
      To the
      extent that the aggregate Fair Market Value of Shares with respect to which
      Options designated as ISOs first become exercisable by a Participant in any
      calendar year (under this Plan and any other plan of the Company or any
      Affiliate) exceeds $100,000, such excess Options shall be treated as
      Nonqualified Options. For purposes of determining whether the $100,000 limit
      is
      exceeded, the Fair Market Value of the Shares subject to an ISO shall be
      determined as of the Grant Date. In reducing the number of Options treated
      as
      ISOs to meet the $100,000 limit, the most recently granted Options shall be
      reduced first. In the event that Section 422 of the Code is amended to alter
      the
      limitation set forth therein, the limitation of this Section 7(b) shall be
      automatically adjusted accordingly.

     

    (c)  Term
      of Options.
      Each
      Grant Agreement shall specify a term at the end of which the Option
      automatically expires, subject to earlier termination provisions contained
      in
      Section 7(e) hereof; provided, that, the term of any Option may not exceed
      ten
      (10) years from the Grant Date. In the case of an ISO granted to an Employee
      who
      is a Ten Percent Holder on the Grant Date, the term of the ISO shall not exceed
      five (5) years from the Grant Date.

     

    (d)  Exercise
      Price.
      The
      exercise price of an Option shall be determined by the Administrator in its
      discretion and shall be set forth in the Grant Agreement, subject to the
      following special rules:

     

    (i)  ISOs.
      If an
      ISO is granted to an Employee who on the Grant Date is a Ten Percent Holder,
      the
      per Share exercise price shall not be less than one hundred ten
      percent (110%) of the Fair Market Value per Share on such Grant Date. If an
      ISO is granted to any other Employee, the per Share exercise price shall not
      be
      less than one hundred percent (100%) of the Fair Market Value per Share on
      the Grant Date.

     

    (ii)  Nonqualified
      Options.
      The per
      Share exercise price for the Shares to be issued pursuant to the exercise of
      a
      Nonqualified Option shall not be less than one hundred percent (100%) of
      the Fair Market Value per Share on the Grant Date.

     

    (e)  Termination
      of Continuous Service.
      The
      Administrator may establish and set forth in the applicable Grant Agreement
      the
      terms and conditions on which an Option shall remain exercisable, if at all,
      following termination of a Participant’s Continuous Service. The Administrator
      may waive or modify these provisions at any time. To the extent that a
      Participant is not entitled to exercise an Option at the date of his or her
      termination of Continuous Service, or if the Participant (or other person
      entitled to exercise the Option) does not exercise the Option to the extent
      so
      entitled within the time specified in the Grant Agreement or below (as
      applicable), the Option shall terminate and the Shares underlying the
      unexercised portion of the Option shall revert to the Plan and become available
      for future Awards. In no event may any Option be exercised after the expiration
      of the Option term as set forth in the Grant Agreement.

     

    The
      following provisions shall apply to the extent a Grant Agreement does not
      specify the terms and conditions upon which an Option shall terminate when
      there
      is a termination of a Participant’s Continuous Service:

     

                   
      (i)  Termination
      other than Upon Disability or Death or for Cause.
      In the
      event of termination of a Participant’s Continuous Service (other than as a
      result of Participant’s death, disability, retirement or termination for Cause),
      the Participant shall have the right to exercise an Option at any time within
      ninety (90) days following such termination to the extent the Participant
      was entitled to exercise such Option at the date of such
      termination.

     

    
      
         

      

      
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                    (ii)  Disability.
      In the
      event of termination of a Participant’s Continuous Service as a result of his or
      her being Disabled, the Participant shall have the right to exercise an Option
      at any time within one year following such termination to the extent the
      Participant was entitled to exercise such Option at the date of such
      termination.

     

    (iii)  Retirement.
      In the
      event of termination of a Participant’s Continuous Service as a result of
      Participant’s retirement, the Participant shall have the right to exercise the
      Option at any time within one (1) year following such termination to the extent
      the Participant was entitled to exercise such Option at the date of such
      termination.

     

    (iv)  Death.
      In the
      event of the death of a Participant during the period of Continuous Service
      since the Grant Date of an Option, or within thirty (30) days following
      termination of the Participant’s Continuous Service, the Option may be
      exercised, at any time within one (1) year following the date of the
      Participant’s death, by the Participant’s estate or by a person who acquired the
      right to exercise the Option by bequest or inheritance, but only to the extent
      the right to exercise the Option had vested at the date of death or, if earlier,
      the date the Participant’s Continuous Service terminated.

     

    (v)  Cause.
      If the
      Administrator determines that a Participant’s Continuous Service terminated due
      to Cause, the Participant shall immediately forfeit the right to exercise any
      Option, and it shall be considered immediately null and void.

     

    (f)  Reverse
      Vesting.
      The
      Administrator in its sole and absolute discretion may allow a Participant to
      exercise unvested Options, in which case the Shares then issued shall be
      Restricted Shares having analogous vesting restrictions to the unvested
      Options.

     

    (g)  Buyout
      Provisions.
      The
      Administrator may at any time offer to buy out an Option, in exchange for a
      payment in cash or Shares, based on such terms and conditions as the
      Administrator shall establish and communicate to the Participant at the time
      that such offer is made. In addition, but subject to any shareholder approval
      requirement of applicable law, if the Fair Market Value for Shares subject
      to an
      Option is more than thirty three percent (33%) below their exercise price
      for more than thirty 30 consecutive business days, the Administrator may
      unilaterally terminate and cancel the Option either (i) by paying the
      Participant, in cash or Shares, an amount not less than the Black-Scholes value
      of the vested portion of the Option, or (ii) subject to the approval of the
      shareholders of the Company, by irrevocably committing to grant a new Option,
      on
      a designated date more than six (6) months after such termination and
      cancellation of such Option (but only if the Participant’s Continuous
      Service has not terminated prior to such designated date), on substantially
      the
      same terms as the cancelled Option, provided that the per Share exercise price
      for the new Option shall equal the per Share Fair Market Value of a Share on
      the
      date the new grant occurs.

     

    8.  Stock
      Appreciation Rights

     

    (a)  Stock
      Appreciation Rights.
      The
      Administrator may from time to time grant to eligible participants Awards of
      Stock Appreciation Rights (“SAR”).
      An SAR
      entitles the grantee to receive, subject to the provisions of the Plan and
      the
      Grant Agreement, a payment having an aggregate value equal to the product
      of (i) the excess of (A) the Fair Market Value on the exercise date of
      one share of Common Stock over (B) the base price per Share specified in
      the Grant Agreement, times (ii) the number of shares specified by the SAR,
      or portion thereof, which is exercised. Payment by the Company of the amount
      receivable upon any exercise of an SAR may be made by the delivery of Common
      Stock or cash, or any combination of Common Stock and cash, as determined in
      the
      sole discretion of the Administrator. If upon settlement of the exercise of
      an
      SAR a grantee is to receive a portion of such payment in Shares of Common Stock,
      the number of shares shall be determined by dividing such portion by the Fair
      Market Value of a share of Common Stock on the exercise date. No fractional
      shares shall be used for such payment and the Administrator shall determine
      whether cash shall be given in lieu of such fractional shares or whether such
      fractional shares shall be eliminated.

     

    (b)  Termination
      of Employment or Consulting Relationship.
      The
      Administrator shall establish and set forth in the applicable Grant Agreement
      the terms and conditions on which an SAR shall remain exercisable, if at all,
      following termination of a Participant’s Continuous Service. The provisions of
      Section 7(e) above shall apply to the extent a Grant Agreement does not specify
      the terms and conditions upon which an SAR shall terminate when there is a
      termination of a Participant’s Continuous Service.

     

    
      
         

      

      
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    (c)  Buy-out.
      The
      Administrator has the same discretion to buy-out SARs as it has to take such
      actions pursuant to Section 7(g) above with respect to Options.

     

    9.            
      Restricted
      Shares and Restricted Share Units; Unrestricted Shares

     

    (a)  Grants.
      The
      Administrator may in its discretion grant restricted shares (“Restricted
      Shares”)
      to any
      Eligible Person and shall evidence such grant in a Grant Agreement that is
      delivered to the Participant and that sets forth the number of Restricted
      Shares, the purchase price for such Restricted Shares (if any), and the
      terms upon which the Restricted Shares may become vested. In addition, the
      Company may in its discretion grant the right to receive Shares after certain
      vesting requirements are met (“Restricted
      Share Units”)
      to any
      Eligible Person and shall evidence such grant in a Grant Agreement that is
      delivered to the Participant which sets forth the number of Shares (or
      formula, that may be based on future performance or conditions, for determining
      the number of Shares) that the Participant shall be entitled to receive upon
      vesting and the terms upon which the Shares subject to a Restricted Share Unit
      may become vested. The Administrator may condition any Award of Restricted
      Shares or Restricted Share Units to a Participant on receiving from the
      Participant such further assurances and documents as the Administrator may
      require to enforce the restrictions. In addition, the Committee may grant Awards
      hereunder in the form of unrestricted shares (“Unrestricted
      Shares”),
      which
      shall vest in full upon the date of grant or such other date as the Committee
      may determine or which the Committee may issue pursuant to any program under
      which one or more Eligible Persons (selected by the Committee in its discretion)
      elect to receive Unrestricted Shares in lieu of cash bonuses that would
      otherwise be paid.

     

    (b)  Vesting
      and Forfeiture.
      The
      Administrator shall set forth in a Grant Agreement granting Restricted Shares
      or
      Restricted Share Units, the terms and conditions under which the Participant’s
      interest in the Restricted Shares or the Shares subject to Restricted Share
      Units will become vested and non-forfeitable. Except as set forth in the
      applicable Grant Agreement or the Administrator otherwise determines, upon
      termination of a Participant’s Continuous Service for any other reason, the
      Participant shall forfeit his or her Restricted Shares and Restricted Share
      Units; provided that if a Participant purchases the Restricted Shares and
      forfeits them for any reason, the Company shall return the purchase price to
      the
      Participant only if and to the extent set forth in a Grant Agreement.


     

    (c)  Issuance
      of Restricted Shares Prior to Vesting.
      The
      Company shall issue stock certificates that evidence Restricted Shares pending
      the lapse of applicable restrictions, and that bear a legend making appropriate
      reference to such restrictions. Except as set forth in the applicable Grant
      Agreement or the Administrator otherwise determines, the Company or a third
      party that the Company designates shall hold such Restricted Shares and any
      dividends that accrue with respect to Restricted Shares pursuant to Section
      9(e)
      below.

     

    (d)  Issuance
      of Shares upon Vesting.
      As soon
      as practicable after vesting of a Participant’s Restricted Shares (or
      Shares underlying Restricted Share Units) and the Participant’s satisfaction of
      applicable tax withholding requirements, the Company shall release to the
      Participant, free from the vesting restrictions, one Share for each vested
      Restricted Share (or issue one Share free of the vesting restriction for
      each vested Restricted Share Unit), unless a Grant Agreement provides otherwise.
      No fractional shares shall be distributed but shall be rounded up to the next
      full share at the election of the Administrator. Notwithstanding the foregoing,
      if the Administrator determines that an issuance of Shares at the time of
      vesting is not a “permissible distribution event” within the meaning of Section
      409A of the Code, then the issuance of the Shares will be automatically deferred
      until the earliest date on which issuance of the Shares in unrestricted form
      will constitute a permissible distribution event pursuant to
      paragraphs (i), (ii), (iii), (v) or (iv) of Section
      409A(a)(2)(A) of the Code. 

     

    (e)  Dividends
      Payable on Vesting.
      Whenever
      Shares are released to a Participant or duly-authorized transferee pursuant
      to
      Section 9(d) above as a result of the vesting of Restricted Shares or the Shares
      underlying Restricted Share Units are issued to a Participant pursuant to
      Section 9(d) above, such Participant or duly-authorized transferee shall also
      be
      entitled to receive (unless otherwise provided in the Grant Agreement),
      with respect to each Share released or issued, an amount equal to any cash
      dividends (plus, in the discretion of the Administrator, simple interest at
      a rate as the Administrator may determine) and a number of Shares equal to
      any
      stock dividends, which were declared and paid to the holders of Shares between
      the Grant Date and the date such Share is released from the vesting restrictions
      in the case of Restricted Shares or issued in the case of Restricted Share
      Units.

     

    (f)  Section
      83(b) Elections.
      A
      Participant may make an election under Section 83(b) of the Code (the
“Section
      83(b) Election”)
      with
      respect to Restricted Shares. If a Participant who has received Restricted
      Share
      Units provides the Administrator with written notice of his or her intention
      to
      make Section 83(b) Election with respect to the Shares subject to such
      Restricted Share Units, the Administrator may in its discretion convert the
      Participant’s Restricted Share Units into Restricted Shares, on a one-for-one
      basis, in full satisfaction of the Participant’s Restricted Share Unit Award.
      The Participant may then make a Section 83(b) Election with respect to those
      Restricted Shares.

     

    
      
         

      

      
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    (g)  Shares
      with respect to which a Participant makes a Section 83(b) Election shall not
      be
      eligible for deferral pursuant to Section 10 below.

     

    (h)  Deferral
      Elections.
      At any
      time within the thirty-day period (or other shorter or longer period that
      the Administrator selects) in which a Participant who is a member of a select
      group of management or highly compensated employees (within the meaning of
      the Code) receives an Award of either Restricted Shares or Restricted Share
      Units, the Administrator may permit the Participant to irrevocably elect, on
      a
      form provided by and acceptable to the Administrator, to defer the receipt
      of
      all or a percentage of the Shares that would otherwise be transferred to the
      Participant upon the vesting of such Award. If the Participant makes this
      election, the Shares subject to the election, and any associated dividends
      and
      interest, shall be credited to an account established pursuant to Section 10
      hereof on the date such Shares would otherwise have been released or issued
      to
      the Participant pursuant to Section 9(d) above.

     

    The
      Administrator may grant Awards hereunder in the form of unrestricted
      shares (“Unrestricted
      Shares”),
      which
      shall vest in full upon the date of grant or such other date as the
      Administrator may determine or which the Administrator may issue pursuant to
      any
      program under which one or more Eligible Persons (selected by the
      Administrator in its discretion) elect to receive Unrestricted Shares in lieu
      of
      cash bonuses that would otherwise be paid.

     

    10.          
      Deferred
      Share Units

     

    (a)  Elections
      to Defer.
      The
      Administrator may permit any Eligible Person who is a Director, Consultant
      or
      member of a select group of management or highly compensated
      employees (within the meaning of the Code) to irrevocably elect, on a form
      provided by and acceptable to the Administrator (the “Election
      Form”),
      to
      forego the receipt of cash or other compensation (including the Shares
      deliverable pursuant to any Award other than Restricted Shares for which a
      Section 83(b) Election has been made), and in lieu thereof to have the Company
      credit to an internal Plan account (the “Account”)
      a
      number of deferred share units (“Deferred
      Share Units”)
      having
      a Fair Market Value equal to the Shares and other compensation deferred. These
      credits will be made at the end of each calendar quarter (or other period
      that the Administrator establishes prospectively) during which compensation
      is
      deferred. Unless, within five business days after the Company receives an
      Election Form, the Company sends the Participant a written notice explaining
      why
      it is invalid, each Election Form shall take effect on the first day of the
      next
      calendar year (or on the first day of the next calendar month in the case
      of an initial election by a Participant who is first eligible to defer
      hereunder) after its delivery to the Company, subject to Section 9(g) regarding
      deferral of Restricted Shares and Restricted Share Units and to Section 13(e)
      regarding deferral of Performance Awards. Notwithstanding the foregoing
      sentence: (i) Election Forms shall be ineffective with respect to any
      compensation that a Participant earns before the date on which the Company
      receives the Election Form, and (ii) the Administrator may unilaterally
      make awards in the form of Deferred Share Units, regardless of whether or not
      the Participant foregoes other compensation.

     

    (b)  Vesting.
      Unless
      a Grant Agreement expressly provides otherwise, each Participant shall be one
      hundred percent (100%) vested at all times in any Shares subject to
      Deferred Share Units.

     

    (c)  Issuances
      of Shares.
      The
      Company shall provide a Participant with one (1) Share for each Deferred
      Share Unit in five (5) substantially equal annual installments that are
      issued before the last day of each of the five (5) calendar years that end
      after the date on which the Participant’s Continuous Service terminates, unless
      -

     

    (i)  the
      Participant has properly elected a different form of distribution, on a form
      approved by the Administrator, that permits the Participant to select any
      combination of a lump sum and annual installments that are completed within
      ten (10) years following termination of the Participant’s Continuous
      Service, and

     

    (ii)  the
      Company received the Participant’s distribution election form at the time the
      Participant elects to defer the receipt of cash or other compensation pursuant
      to Section 10(a), provided that (subject to any prospective changes that
      the Administrator communicates in writing to a Participant), the Participant
      may
      change such election through any subsequent election that (i) is delivered
      to the Administrator at least one (1) year before the date on which
      distributions are otherwise scheduled to commence pursuant to the Participant’s
      election, and (ii) defers the commencement of distributions by at least
      five (5) years from the originally scheduled commencement
      date.

     

    
      
         

      

      
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    Fractional
      shares shall not be issued and shall be rounded up to the next full share at
      the
      election of the Administrator. 

     

    (d)  Crediting
      of Dividends.
      Whenever Shares are issued to a Participant pursuant to Section 10(c) above,
      such Participant shall also be entitled to receive, with respect to each Share
      issued, a cash amount equal to any cash dividends (plus simple interest at
      a rate of five percent (5%) per annum, or such other reasonable rate as the
      Administrator may determine in a Grant Agreement), and a number of Shares equal
      to any stock dividends which were declared and paid to the holders of Shares
      between the Grant Date and the date such Share is issued.

     

    (e)  Emergency
      Withdrawals.
      In the
      event a Participant suffers an unforeseeable emergency within the contemplation
      of this Section 10 and Section 409A of the Code, the Participant may apply
      to
      the Company for an immediate distribution of all or a portion of the
      Participant’s Deferred Share Units. The unforeseeable emergency must result from
      a sudden and unexpected illness or accident of the Participant, the
      Participant’s spouse, or a dependent (within the meaning of Section 152(a)
      of the Code) of the Participant, casualty loss of the Participant’s property, or
      other similar extraordinary and unforeseeable conditions beyond the control
      of
      the Participant. Examples of purposes which are not
      considered unforeseeable emergencies include post-secondary school expenses
      or
      the desire to purchase a residence. In no event will a distribution be made
      to
      the extent the unforeseeable emergency could be relieved through reimbursement
      or compensation by insurance or otherwise, or by liquidation of the
      Participant’s nonessential assets to the extent such liquidation would not
      itself cause a severe financial hardship. The amount of any distribution
      hereunder shall be limited to the amount necessary to relieve the Participant’s
      unforeseeable emergency plus amounts necessary to pay taxes reasonably
      anticipated as a result of the distribution. The Administrator shall determine
      whether a Participant has a qualifying unforeseeable emergency and the amount
      which qualifies for distribution, if any. The Administrator may require evidence
      of the purpose and amount of the need, and may establish such application or
      other procedures as it deems appropriate.

     

    (f)  Unsecured
      Rights to Deferred Compensation.
      A
      Participant’s right to Deferred Share Units shall at all times constitute an
      unsecured promise of the Company to pay benefits as they come due. The right
      of
      the Participant or the Participant’s duly-authorized transferee to receive
      benefits hereunder shall be solely an unsecured claim against the general assets
      of the Company. Neither the Participant nor the Participant’s duly-authorized
      transferee shall have any claim against or rights in any specific assets,
      shares, or other funds of the Company.

     

    11.          
      Phantom
      Stock

     

    (a)  The
      Administrator may from time to time grant Awards to eligible participants
      denominate in stock-equivalent units (“Phantom
      Stock”)
      in such
      amounts and on such terms and conditions as it shall determine. Phantom Stock
      units granted to a participant shall be credited to a bookkeeping reserve
      account solely for accounting purposes and shall not require a segregation
      of
      any of the Company’s assets. An Award of Phantom Stock may be settled in Common
      Stock, in cash, or in a combination of Common Stock and cash, as determined
      in
      the sole discretion of the Administrator. Except as otherwise provided in the
      applicable Grant Agreement, the grantee shall not have the rights of a
      stockholder with respect to any Shares of Common Stock represented by a Phantom
      Stock unit solely as a result of the grant of a Phantom Stock unit to the
      grantee.

     

    12.          
      Other
      Stock-Based Awards

     

    The
      Administrator may from time to time grant other stock-based awards to eligible
      participants in such amounts, on such terms and conditions, and for such
      consideration, including no consideration or such minimum consideration as
      may
      be required by law, as it shall determine. Other stock-based awards may be
      denominated in cash, in Common Stock or other securities, in stock-equivalent
      units, in stock appreciation units, in securities or debentures convertible
      into
      Common Stock, or in any combination of the foregoing and may be paid in Common
      Stock or other securities, in cash, or in a combination of Common Stock or
      other
      securities and cash, all as determined in the sole discretion of the
      Administrator.

     

    13.          
      Performance
      Awards

     

    (a)  Performance
      Units.
      Subject
      to the limitations set forth in paragraph (c) hereof, the Administrator may
      in its discretion grant Performance Units to any Eligible Person and shall
      evidence such grant in a Grant Agreement that is delivered to the Participant
      which sets forth the terms and conditions of the Award. A Performance Unit
      is an
      Award which is based on the achievement of specific goals with respect to the
      Company or any Affiliate or individual performance of the Participant, or a
      combination thereof, over a specified period of time.

     

    
      
         

      

      
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    (b)  Performance
      Compensation Awards.
      Subject
      to the limitations set forth in paragraph (c) hereof, the Administrator
      may, at the time of grant of a Performance Unit, designate such Award as a
      “Performance
      Compensation Award”
      in order
      that such Award constitutes “qualified performance-based compensation” under
      Code Section 162(m), in which event the Administrator shall have the power
      to
      grant such Performance Compensation Award upon terms and conditions that qualify
      it as “qualified performance-based compensation” within the meaning of Code
      Section 162(m). With respect to each such Performance Compensation Award, the
      Administrator shall establish, in writing within the time required under Code
      Section 162(m), a “Performance
      Period,” “Performance
      Measure(s)”,
      and
“Performance
      Formula(e)” (each
      such term being hereinafter defined). Once established for a Performance Period,
      the Performance Measure(s) and Performance Formula(e) shall not be amended
      or
      otherwise modified to the extent such amendment or modification would cause
      the
      compensation payable pursuant to the Award to fail to constitute qualified
      performance-based compensation under Code Section 162(m).

     

    A
      Participant shall be eligible to receive payment in respect of a Performance
      Compensation Award only to the extent that the Performance Measure(s) for such
      Award is achieved and the Performance Formula(e) as applied against such
      Performance Measure(s) determines that all or some portion of such Participant’s
      Award has been earned for the Performance Period. As soon as practicable after
      the close of each Performance Period, the Administrator shall review and certify
      in writing whether, and to what extent, the Performance Measure(s) for the
      Performance Period have been achieved and, if so, determine and certify in
      writing the amount of the Performance Compensation Award to be paid to the
      Participant and, in so doing, may use negative discretion to decrease, but
      not
      increase, the amount of the Award otherwise payable to the Participant based
      upon such performance.

     

    (c)  Limitations
      on Awards.
      The
      maximum Performance Unit Award and the maximum Performance Compensation Award
      that any one (1) Participant may receive for any one (1) Performance
      Period shall be determined from time to time by the Administrator. The
      Administrator shall have the discretion to provide in any Grant Agreement that
      any amounts earned in excess of any such limitations will either be credited
      as
      Deferred Share Units, or as deferred cash compensation under a separate plan
      of
      the Company (provided in the latter case that such deferred compensation
      either bears a reasonable rate of interest or has a value based on one (1)
      or more predetermined actual investments). Any amounts for which payment to
      the
      Participant is deferred pursuant to the preceding sentence shall be paid to
      the
      Participant in a future year or years not earlier than, and only to the extent
      that, the Participant is either not receiving compensation in excess of any
      such
      limits for a Performance Period, or is not subject to the restrictions set
      forth
      under Section 162(b) of the Code.

     

    (d)  Definitions.

     

    (i)  “Performance
      Formula”
      means,
      for a Performance Period, one (1) or more objective formulas or standards
      established by the Administrator for purposes of determining whether or the
      extent to which an Award has been earned based on the level of performance
      attained or to be attained with respect to one or more Performance Measure(s).
      Performance Formulae may vary from Performance Period to Performance Period
      and
      from Participant to Participant and may be established on a stand-alone basis,
      in tandem or in the alternative.

     

    (ii)  “Performance
      Measure”
      means
      one (1) or more of the following selected by the Administrator to measure
      Company, Affiliate, and/or business unit performance for a Performance Period,
      whether in absolute or relative terms (including, without limitation, terms
      relative to a peer group or index): basic, diluted, or adjusted earnings per
      share; sales or revenue; earnings before interest, taxes, and other
      adjustments (in total or on a per share basis); basic or adjusted net
      income; returns on equity, assets, capital, revenue or similar measure; economic
      value added; working capital; total shareholder return; and product development,
      product market share, research, licensing, litigation, human resources,
      information services, mergers, acquisitions, sales of assets of Affiliates
      or
      business units. Each such measure shall be, to the extent applicable, determined
      in accordance with generally accepted accounting principles as consistently
      applied by the Company (or such other standard applied by the
      Administrator) and, if so determined by the Administrator, and in the case
      of a
      Performance Compensation Award, to the extent permitted under Code Section
      162(m), adjusted to omit the effects of extraordinary items, gain or loss on
      the
      disposal of a business segment, unusual or infrequently occurring events and
      transactions and cumulative effects of changes in accounting
      principles.

     

    Performance
      Measures may vary from Performance Period to Performance Period and from
      Participant to Participant, and may be established on a stand-alone basis,
      in
      tandem or in the alternative.

     

    (iii)  “Performance
      Period”
      means
      one (1) or more periods of time (of not less than one fiscal year of
      the Company), as the Administrator may designate, over which the attainment
      of
      one or more Performance Measure(s) will be measured for the purpose of
      determining a Participant’s rights in respect of an Award.

     

    
      
         

      

      
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    (e)  Deferral
      Elections.
      At any
      time prior to the date that is at least six (6) months before the close of
      a Performance Period (or shorter or longer period that the Administrator
      selects) with respect to an Award of either Performance Units or Performance
      Compensation, the Administrator may permit a Participant who is a member of
      a
      select group of management or highly compensated employees (within the
      meaning of the Code) to irrevocably elect, on a form provided by and acceptable
      to the Administrator, to defer the receipt of all or a percentage of the cash
      or
      Shares that would otherwise be transferred to the Participant upon the vesting
      of such Award. If the Participant makes this election, the cash or Shares
      subject to the election, and any associated interest and dividends, shall be
      credited to an account established pursuant to Section 10 hereof on the date
      such cash or Shares would otherwise have been released or issued to the
      Participant pursuant to Section 13(a) or Section 13(b) above.

     

    14.          
      Taxes

     

    (a)  General.
      As a
      condition to the issuance or distribution of Shares pursuant to the Plan, the
      Participant (or in the case of the Participant’s death, the person who
      succeeds to the Participant’s rights) shall make such arrangements as the
      Company may require for the satisfaction of any applicable federal, state,
      local
      or foreign withholding tax obligations that may arise in connection with the
      Award and the issuance of Shares. The Company shall not be required to issue
      any
      Shares until such obligations are satisfied. If the Administrator allows the
      withholding or surrender of Shares to satisfy a Participant’s tax withholding
      obligations, the Administrator shall not allow Shares to be withheld in an
      amount that exceeds the minimum statutory withholding rates for federal and
      state tax purposes, including payroll taxes.

     

    (b)  Default
      Rule for Employees.
      In the
      absence of any other arrangement, an Employee shall be deemed to have directed
      the Company to withhold or collect from his or her cash compensation an amount
      sufficient to satisfy such tax obligations from the next payroll payment
      otherwise payable after the date of the exercise of an Award.

     

    (c)  Special
      Rules.
      In the
      case of a Participant other than an Employee (or in the case of an Employee
      where the next payroll payment is not sufficient to satisfy such tax
      obligations, with respect to any remaining tax obligations), in the absence
      of
      any other arrangement and to the extent permitted under Applicable Law, the
      Participant shall be deemed to have elected to have the Company withhold from
      the Shares or cash to be issued pursuant to an Award that number of Shares
      having a Fair Market Value determined as of the applicable Tax Date (as
      defined below) or cash equal to the amount required to be withheld. For purposes
      of this Section 14, 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
      under the Applicable Law (the “Tax
      Date”).

     

    (d)  Surrender
      of Shares.
      If
      permitted by the Administrator, in its discretion, a Participant may satisfy
      the
      minimum applicable tax withholding and employment tax obligations associated
      with an Award by surrendering Shares to the Company (including Shares that
      would otherwise be issued pursuant to the Award) that have a Fair Market Value
      determined as of the applicable Tax Date equal to the amount required to be
      withheld. In the case of Shares previously acquired from the Company that are
      surrendered under this Section 14, such Shares must have been owned by the
      Participant for more than six months on the date of surrender (or such
      longer period of time the Company may in its discretion require).

     

    (e)  Income
      Taxes and Deferred Compensation.
      Participants are solely responsible and liable for the satisfaction of all
      taxes
      and penalties that may arise in connection with Awards (including any taxes
      arising under Section 409A of the Code), and the Company shall not have any
      obligation to indemnify or otherwise hold any Participant harmless from any
      or
      all of such taxes. The Administrator shall have the discretion to organize
      any
      deferral program, to require deferral election forms, and to grant or to
      unilaterally modify any Award in a manner that (i) conforms with the
      requirements of Section 409A of the Code with respect to compensation that
      is
      deferred and that vests after December 31, 2004, (ii) that voids any
      Participant election to the extent it would violate Section 409A of the Code,
      and (iii) for any distribution election that would violate Section 409A of
      the Code, to make distributions pursuant to the Award at the earliest to occur
      of a distribution event that is allowable under Section 409A of the Code or
      any
      distribution event that is both allowable under Section 409A of the Code and
      is
      elected by the Participant, subject to any valid second election to defer,
      provided that the Administrator permits second elections to defer in accordance
      with Section 409A(a)(4)(C). The Administrator shall have the sole discretion
      to
      interpret the requirements of the Code, including Section 409A, for purposes
      of
      the Plan and all Awards.

     

    (f)  Loans.
      The
      Company or its Affiliate may make or guarantee loans to grantees to assist
      grantees in exercising Awards and satisfying any withholding tax
      obligations.

     

    
      
         

      

      
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    15.          
      Transfers,
      Adjustments and Change in Control Transactions.

     

    (a)  Transferability.
      Except
      as otherwise determined by the Administrator, and in any event in the case
      of an
      ISO or a Stock Appreciation Right granted with respect to an ISO, no Award
      granted under the Plan shall be transferable by a grantee otherwise than by
      will
      or the laws of descent and distribution. Unless otherwise determined by the
      Administrator in accord with the provisions of the immediately preceding
      sentence, an Award may be exercised during the lifetime of the grantee, only
      by
      the grantee or, during the period the grantee is under a legal disability,
      by
      the grantee’s guardian or legal representative.

     

    (b)  Adjustments
      for Corporate Transactions and Other Events.

     

    (i)  Stock
      Dividend, Stock Split and Reverse Stock Split.
      In the
      event of a stock dividend of, or stock split or reverse stock split affecting,
      the Common Stock, (A) the maximum number of shares of such Common Stock as
      to which Awards may be granted under this Plan and the maximum number of shares
      with respect to which Awards may be granted during any one (1) fiscal year
      of the Company to any individual, as provided in Section 4 of the Plan,
      and (B) the number of shares covered by and the exercise price and other
      terms of outstanding Awards, shall, without further action of the Board, be
      adjusted to reflect such event unless the Board determines, at the time it
      approves such stock dividend, stock split or reverse stock split, that no such
      adjustment shall be made. The Administrator may make adjustments, in its
      discretion, to address the treatment of fractional shares and fractional cents
      that arise with respect to outstanding Awards as a result of the stock dividend,
      stock split or reverse stock split.

     

    (ii)  Non-Change
      in Control Transactions.
      Except
      with respect to the transactions set forth in Section 15(b)(i), in the
      event of any change affecting the Common Stock, the Company or its
      capitalization, by reason of a spin-off, split-up, dividend, recapitalization,
      merger, consolidation or share exchange, other than any such change that is
      part
      of a transaction resulting in a Change in Control of the Company, the
      Administrator, in its discretion and without the consent of the holders of
      the
      Awards, shall make (A) appropriate adjustments to the maximum number and
      kind of shares reserved for issuance or with respect to which Awards may be
      granted under the Plan, in the aggregate and with respect to any individual
      during any one fiscal year of the Company, as provided in Section 4 of the
      Plan;
      and (B) any adjustments in outstanding Awards, including but not limited to
      modifying the number, kind and price of securities subject to
      Awards.

     

    (iii)  Change
      in Control Transactions.
      In the
      event of any transaction resulting in a Change in Control of the Company,
      outstanding Options and SARs under this Plan will terminate upon the effective
      time of such Change in Control unless provision is made in connection with
      the
      transaction for the continuation or assumption of such Awards by, or for the
      substitution of the equivalent awards of, the surviving or successor entity
      or a
      parent thereof. In the event of such termination, the holders of Options and
      SARs under the Plan will be permitted, for a period of at least twenty (20)
      days prior to the effective time of the Change in Control, to exercise all
      portions of such Awards that are then exercisable or which become exercisable
      upon or prior to the effective time of the Change in Control; provided, however,
      that any such exercise of any portion of such an Award which becomes exercisable
      as a result of such Change in Control shall be deemed to occur immediately
      prior
      to the effective time of such Change in Control.

     

    (iv)  Pooling
      of Interests Transactions.
      In
      connection with any business combination authorized by the Board, the
      Administrator, in its sole discretion and without the consent of the holders
      of
      the Awards, may make any modifications to any Awards, including but not limited
      to cancellation, forfeiture, surrender or other termination of the Awards,
      in
      whole or in part, regardless of the vested status of the Award, but solely
      to
      the extent necessary to facilitate the compliance of such transaction with
      requirements for treatment as a pooling of interests transaction for accounting
      purposes under generally accepted accounting principles.

     

    (v)  Unusual
      or Nonrecurring Events.
      The
      Administrator is authorized to make, in its discretion and without the consent
      of holders of Awards, adjustments in the terms and conditions of, and the
      criteria included in, Awards in recognition of unusual or nonrecurring events
      affecting the Company, or the financial statements of the Company or any
      Affiliate, or of changes in applicable laws, regulations, or accounting
      principles, whenever the Administrator determines that such adjustments are
      appropriate in order to prevent dilution or enlargement of the benefits or
      potential benefits intended to be made available under the Plan.

     

    (c)  Substitution
      of Awards in Mergers and Acquisitions.
      Awards
      may be granted under the Plan from time to time in substitution for awards
      held
      by employees, officers, consultants or directors of entities who become or
      are
      about to become employees, officers, consultants or directors of the Company
      or
      an Affiliate as the result of a merger or consolidation of the employing entity
      with the Company or an Affiliate, or the acquisition by the Company or an
      Affiliate of the assets or stock of the employing entity. The terms and
      conditions of any substitute Awards so granted may vary from the terms and
      conditions set forth herein to the extent that the Administrator deems
      appropriate at the time of grant to conform the substitute Awards to the
      provisions of the awards for which they are substituted.

     

    
      
         

      

      
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    16.          
      Time
      of Granting of Awards

     

    The
      date
      of grant (“Grant
      Date”)
      of an
      Award shall be the date on which the Administrator makes the determination
      granting such Award or such other date as is determined by the Administrator,
      provided that in the case of an ISO, the Grant Date shall be the later of the
      date on which the Administrator makes the determination granting such ISO or
      the
      date of commencement of the Participant’s employment relationship with the
      Company.

     

    17.          
      Modification
      of Awards and Substitution of Options

     

    (a)  Modification,
      Extension and Renewal of Awards.
      Within
      the limitations of the Plan, the Administrator may modify an Award to accelerate
      the rate at which an Option or SAR may be exercised (including without
      limitation permitting an Option or SAR to be exercised in full without regard
      to
      the installment or vesting provisions of the applicable Grant Agreement or
      whether the Option or SAR is at the time exercisable, to the extent it has
      not
      previously been exercised), to accelerate the vesting of any Award, to extend
      or
      renew outstanding Awards, or to accept the cancellation of outstanding Awards
      to
      the extent not previously exercised either for the granting of new Awards or
      for
      other consideration in substitution or replacement thereof. Notwithstanding
      the
      foregoing provision, no modification of an outstanding Award shall materially
      and adversely affect such Participant’s rights thereunder, unless either the
      Participant provides written consent or there is an express Plan provision
      permitting the Administrator to act unilaterally to make the
      modification.

     

    (b)  Substitution
      of Options.
      Notwithstanding any inconsistent provisions or limits under the Plan, in the
      event the Company or an Affiliate acquires (whether by purchase, merger or
      otherwise) all or substantially all of outstanding capital stock or assets
      of
      another corporation or in the event of any reorganization or other transaction
      qualifying under Section 424 of the Code, the Administrator may, in accordance
      with the provisions of that Section, substitute Options for options under the
      plan of the acquired company provided (i) the excess of the aggregate fair
      market value of the shares subject to an option immediately after the
      substitution over the aggregate option price of such shares is not more than
      the
      similar excess immediately before such substitution and (ii) the new option
      does not give persons additional benefits, including any extension of the
      exercise period.

     

    18.          
      Term
      of Plan

     

    The
      Plan
      shall continue in effect for a term of ten (10) years from its effective
      date as determined under Section 22 below, unless the Plan is sooner terminated
      under Section 19 below.

     

    19.          
      Amendment
      and Termination of the Plan

     

    (a)  Authority
      to Amend or Terminate.
      Subject
      to Applicable Laws, the Board may from time to time amend, alter, suspend,
      discontinue, or terminate the Plan.

     

    (b)  Effect
      of Amendment or Termination.
      No
      amendment, suspension, or termination of the Plan shall materially and adversely
      affect Awards already granted unless either it relates to an adjustment pursuant
      to Section 15 above, or it is otherwise mutually agreed between the Participant
      and the Administrator, which agreement must be in writing and signed by the
      Participant and the Company. Notwithstanding the foregoing, the Administrator
      may amend the Plan to eliminate provisions which are no longer necessary as
      a
      result of changes in tax or securities laws or regulations, or in the
      interpretation thereof.

     

    20.          
      Conditions
      Upon Issuance of Shares

     

    Notwithstanding
      any other provision of the Plan or any agreement entered into by the Company
      pursuant to the Plan, the Company shall not be obligated, and shall have no
      liability for failure, to issue or deliver any Shares under the Plan unless
      such
      issuance or delivery would comply with Applicable Law, with such compliance
      determined by the Company in consultation with its legal counsel.

     

    
      
         

      

      
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    21.          
      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.

     

    22.          
      Effective
      Date

     

    (a)  Effective
      Date; Termination Date.
      This
      Plan shall become effective on the date of its approval by the Board; provided
      that this Plan shall be submitted to the Company’s shareholders for approval,
      and if not approved by the shareholders in accordance with Applicable
      Laws (as determined by the Administrator in its discretion) within
      one (1) year from the date of approval by the Board, this Plan and any
      Awards shall be null, void, and of no force and effect. Awards granted under
      this Plan before approval of this Plan by the shareholders shall be granted
      subject to such approval, and no Shares shall be distributed before such
      approval. No Award shall be granted under the Plan after the close of business
      on the day immediately preceding the tenth (10th)
      anniversary of the effective date of the Plan, or if earlier, the
      tenth (10th)
      anniversary of the date this Plan is approved by the shareholders. Subject
      to
      other applicable provisions of the Plan, all Awards made under the Plan prior
      to
      such termination of the Plan shall remain in effect until such Awards have
      been
      satisfied or terminated in accordance with the Plan and the terms of such
      Awards.

     

    23.          
      Governing
      Law

     

    The
      validity, construction and effect of the Plan, of Grant Agreements entered
      into
      pursuant to the Plan, and of any rules, regulations, determinations or decisions
      made by the Administrator relating to the Plan or such Grant Agreements, and
      the
      rights of any and all persons having or claiming to have any interest therein
      or
      thereunder, shall be determined exclusively in accordance with applicable
      federal laws and the laws of the State of Delaware, without regard to its
      conflict of laws principles.

     

    24.          
      Other
      Applicable Laws And Regulations

     

    (a)  U.S.
      Securities Laws.
      This
      Plan, the grant of Awards, and the exercise of Options and SARs under this
      Plan,
      and the obligation of the Company to sell or deliver any of its
      securities (including, without limitation, Options, Restricted Shares,
      Restricted Share Units, Deferred Share Units, and Shares) under this Plan shall
      be subject to all Applicable Law. In the event that the Shares are not
      registered under the Securities Act of 1933, as amended (the “Act”), or any
      applicable state securities laws prior to the delivery of such Shares, the
      Company may require, as a condition to the issuance thereof, that the persons
      to
      whom Shares are to be issued represent and warrant in writing to the Company
      that such Shares are being acquired by him or her for investment for his or
      her
      own account and not with a view to, for resale in connection with, or with
      an
      intent of participating directly or indirectly in, any distribution of such
      Shares within the meaning of the Act, and a legend to that effect may be placed
      on the certificates representing the Shares.

     

    (b)  Other
      Jurisdictions.
      To
      facilitate the making of any grant of an Award under this Plan, the
      Administrator may provide for such special terms for Awards to Participants
      who
      are foreign nationals or who are employed by the Company or any Affiliate
      outside of the United States of America as the Administrator may consider
      necessary or appropriate to accommodate differences in local law, tax policy
      or
      custom. The Company may adopt rules and procedures relating to the operation
      and
      administration of this Plan to accommodate the specific requirements of local
      laws and procedures of particular countries. Without limiting the foregoing,
      the
      Company is specifically authorized to adopt rules and procedures regarding
      the
      conversion of local currency, taxes, withholding procedures and handling of
      stock certificates which vary with the customs and requirements of particular
      countries. The Company may adopt sub-plans and establish escrow accounts and
      trusts as may be appropriate or applicable to particular locations and
      countries.

     

    25.          
      No
      Shareholder Rights

     

    Neither
      a
      Participant nor any transferee of a Participant shall have any rights as a
      shareholder of the Company with respect to any Shares underlying any Award
      until
      the date of issuance of a share certificate to a Participant or a transferee
      of
      a Participant for such Shares in accordance with the Company’s governing
      instruments and Applicable Law. Prior to the issuance of Shares pursuant to
      an
      Award, a Participant shall not have the right to vote or to receive dividends
      or
      any other rights as a shareholder with respect to the Shares underlying the
      Award, notwithstanding its exercise in the case of Options and SARs. No
      adjustment will be made for a dividend or other right that is determined based
      on a record date prior to the date the stock certificate is issued, except
      as
      otherwise specifically provided for in this Plan.

     

    
      
         

      

      
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    26.          
      No
      Employment Rights

     

    Nothing
      in the Plan or in any Grant Agreement thereunder shall confer any right on
      an
      individual to continue in the service of the Company or shall interfere in
      any
      way with the right of the Company to terminate such service at any time with
      or
      without cause or notice and whether or not such termination results in (i)
      the failure of any Award to vest; (ii) the forfeiture of any unvested or
      vested portion of any Award; and/or (iii) any other adverse effect on the
      individual’s interests under the Plan.

     

    27.          
      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
      grantee or any other person. To the extent that any grantee or other 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.

     

    28.          
      Compliance
      with Section 409A of The Code

     

    The
      Company intends that all Options granted under the Plan not be considered to
      provide for the deferral of compensation under Section 409A of the Code and
      that
      any other Award that does provide for such deferral of compensation shall comply
      with the requirements of Section 409A of the Code and, accordingly, this Plan
      shall be so administered and construed. Further, the Company may modify the
      Plan
      and any Award to the extent necessary to fulfill this intent.

     

    
      
         

      

      
        16