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     (a) a merger, consolidation or other corporate reorganization of the Company in which theCompany does not survive, or, if it survives, the shareholders of the Company before suchtransaction do not own more than 50% of, respectively: (i) the common stock of the survivingentity, and (ii) the combined voting power of any other outstanding securities entitled to vote onthe election of directors of the surviving entity;     (b) the acquisition, other than from the Company, by any individual, entity or group (withinthe meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act of beneficial ownership of 25% ormore of either: (i) the then outstanding shares of Common Stock of the Company, or (ii) thecombined voting power of the then outstanding voting securities of the Company entitled to votegenerally in the election of directors; provided, however, that neither of the following shallconstitute a Change in Control:     (A) any acquisition by the Company, any of its subsidiaries, or any employee benefit plan(or related trust) of the Company or its subsidiaries, or     (B) any acquisition by any corporation, entity, or group, if, following such acquisition,more than 50% of the then outstanding voting rights of such corporation, entity or group areowned, directly or indirectly, by all or substantially all of the persons who were the ownersof the Common Stock of the Company immediately prior to such acquisition;     (c) individuals who, as of the effective date of the Plan, constitute the Board of the Company(the “Incumbent Board”) cease for any reason to constitute at least a majority of the Board,provided that any individual becoming a director subsequent to such date, whose election, ornomination for election by the Company’s shareholders, was approved by a vote of at least amajority of the directors then comprising the Board, shall be considered as though such individualwere a member of the Incumbent Board, but excluding, for this purpose, any individual whose initialassumption of office is in connection with an actual or threatened election contest relating to theelection of the directors of the Company (as such terms are used in Rule 14a-l 1 of Regulation l4Apromulgated under the Exchange Act; or     (d) approval by the shareholders of the Company of:     (i) a complete liquidation or dissolution of the Company, or     (ii) the sale or other disposition of all or substantially all the assets of theCompany, other than to a corporation, with respect to which immediately following such saleor other disposition more than 50%*,*respectively, of the then outstanding shares of commonstock of such corporation, and the combined voting power of the then outstanding votingsecurities of such corporation entitled to vote generally in the election of directors, isthen beneficially owned, directly or indirectly, by all or substantially all of theindividuals and entities who were the beneficial owners, respectively, of the outstandingCommon Stock of the
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Company, and the outstanding voting securities of the Company immediately prior tosuch sale or other disposition, in substantially the same proportions as their ownership,immediately prior to such sale or disposition, of the outstanding Common Stock of theCompany and outstanding securities of the Company, as the case may be.     1.7. *“**Code**”*shall mean the Internal Revenue Code of 1986, as amended from time totime.     1.8. *“**Committee**”*shall mean the Compensation Committee of the Board, or anothercommittee or subcommittee of the Board, appointed as provided in Section 10.1.     1.9. *“**Common Stock**”*shall mean the common stock of the Company, par value $0.001 pershare.     1.10. *“**Company**”*shall mean Superior Bancorp.*,*a Delaware corporation.     1.11. *“**Covered Employee**”*shall mean any Employee who is, or the Committee determinescould be, a “covered employee” within the meaning of Section 162(m) of the Code.     1.12. *“**Director**”*shall mean a member of the Board.     1.13. *“**Dividend Equivalent**”*shall mean a right to receive the equivalent value (incash or Common Stock) of dividends paid on Common Stock, awarded under Section 8.3 of the Plan.     1.14. *“**DRO**”*shall mean a domestic relations order as defined by the Code or Title Iof the Employee Retirement Income Security Act of 1974, as amended from time to time, or the rulesthereunder.     1.15. *“**Effective Date**”*shall mean the date the Plan is approved by the Company’sstockholders.     1.16. *“**Employee**”*shall mean any officer or other employee (as defined in accordancewith Section 3401(c) of the Code) of the Company, or of any Subsidiary.     1.17. *“**Exchange Act**”*shall mean the Securities Exchange Act of 1934, as amended fromtime to time.     1.18. *“**Fair Market Value**”*means, as of any date, the value of a share of Common Stockdetermined as follows:     (a) If the Common Stock is listed on any established stock exchange (such as the New YorkStock Exchange, the NASDAQ Global Market and the NASDAQ Global Select Market) or any nationalmarket system, including without limitation any market
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system of The NASDAQ Stock Market, the value of a share of Common Stock shall be the closingsales price for a share of Common Stock as quoted on such exchange or system for such date, or ifthere is no closing sales price for a share of Common Stock on the date in question, the closingsales price for a share of Common Stock on the last preceding date for which such quotation exists,as reported in *The Wall Street Journal*or such other source as the Administrator deems reliable;     (b) If the Common Stock is regularly quoted by a recognized securities dealer but closingsales prices are not reported, the value of a share of Common Stock shall be the mean of the highbid and low asked prices for such date or, if there are no high bid and low asked prices for ashare of Common Stock on the date in question, the high bid and low asked prices for a share ofCommon Stock on the last preceding date for which such information exists, as reported in *The WallStreet Journal*or such other source as the Administrator deems reliable; or     (c) If the Common Stock is neither listed on an established stock exchange or a nationalmarket system nor regularly quoted by a recognized securities dealer, the value of a share ofCommon Stock shall be established by the Administrator in good faith.     1.19. *“**Fiscal Year**”*means the fiscal year of the Company.     1.20. *“**Full Value Award**”*means any Award other than an Option or a Stock AppreciationRight.     1.21. *“**Holder**”*shall mean a person who has been granted an Award.     1.22. *“**Incentive Stock Option**”*shall mean an option which conforms to the applicableprovisions of Section 422 of the Code and which is designated as an Incentive Stock Option by theAdministrator.     1.23. *“**Non-Employee Director**”*shall mean a member of the Board who is not anEmployee.     1.24. *“**Non-Qualified Stock Option**”*shall mean an Option which is not designated as anIncentive Stock Option by the Administrator.     1.25. *“**Option**”*shall mean a stock option granted under Article IV of the Plan. AnOption granted under the Plan shall, as determined by the Administrator, be either a Non-QualifiedStock Option or an Incentive Stock Option; *provided, however*, that Options granted to Non-EmployeeDirectors shall be Non-Qualified Stock Options.     1.26. *“**Other Stock-Based Award**”*shall have the meaning set forth in Section 8.5 ofthe Plan.
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     1.27. *“**Performance Award**”*shall mean a performance or incentive award that isdenominated in stock and is paid in cash, Common Stock or a combination of both, awarded underSection 8.2 of the Plan.     1.28. *“**Performance Criteria**”*means the criteria (and adjustments) that the Committeeselects for an Award for purposes of establishing the Performance Goal or Performance Goals for aPerformance Period, determined as follows:     (a) The Performance Criteria that shall be used to establish Performance Goals are limited tothe following: (i) net earnings (either before or after (A) interest, (B) taxes, (C) depreciationand (D) amortization), (ii) gross or net sales or revenue, (iii) net income (either before or aftertaxes), (iv) operating profit, (v) cash flow (including, but not limited to, operating cash flowand free cash flow), (vi) return on assets, (vii) return on capital, (viii) return on stockholders’equity, (ix) return on sales, (x) gross or net profit or operating margin, (xi) costs, (xii) fundsfrom operations, (xiii) expense, (xiv) working capital, (xv) earnings per share, and (xvi) priceper share of Common Stock, (xvii) regulatory ratings, (xviii) market share, (xix) growth in loansand/or other assets, (xx) growth in deposits and (xxi) various measures of credit quality, any ofwhich may be measured either in absolute terms or as compared to any incremental increase ordecrease or as compared to results of a peer group.     (b) The Committee may, in its discretion, at the time of grant, specify in the Award that oneor more objectively determinable adjustments shall be made to one or more of the Performance Goals.Such adjustments may include one or more of the following: (i) items related to a change inaccounting principle; (ii) items relating to financing activities; (iii) expenses for restructuringor productivity initiatives; (iv) other non-operating items; (v) items related to acquisitions;(vi) items attributable to the business operations of any entity acquired by the Company during thePerformance Period; (vii) items related to the disposal of a business or segment of a business; or(viii) items related to discontinued operations that do not qualify as a segment of a businessunder United States generally accepted accounting principles (“GAAP”).     1.29. *“**Performance Goals**”*means, for a Performance Period, one or more goalsestablished in writing by the Committee for the Performance Period based upon one or morePerformance Criteria. Depending on the Performance Criteria used to establish such PerformanceGoals, the Performance Goals may be expressed in terms of overall Company performance or theperformance of a division, business unit, or an individual. The achievement of each PerformanceGoal shall be determined in accordance with GAAP to the extent applicable.     1.30. *“**Performance Period**”*means one or more periods of time, which may be of varyingand overlapping durations, as the Committee may select, over which the attainment of one or morePerformance Goals will be measured for the purpose of determining a Holder’s right to, and thepayment of, a Performance Award.
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     1.31. *“**Plan**”*shall mean the Superior Bancorp 2008 Incentive Compensation Plan, asamended from time to time.     1.32. *“**Prior Award**”*shall mean a stock option, restricted stock or other stock awardgranted under any Prior Plan.     1.33. *“**Prior Plan**”*shall mean the Third Amended and Restated 1998 Stock IncentivePlan of The Banc Corporation, as amended from time to time.     1.34. *“**Restricted Stock**”*shall mean Common Stock awarded under Article VII of thePlan that is subject to repurchase or forfeiture.     1.35. *“**Restricted Stock Units**”*shall mean rights to receive Common Stock or its cashequivalent awarded under Section 8.4.     1.36. *“**Rule 16b-3**”*shall mean Rule 16b-3 promulgated under the Exchange Act, as suchRule may be amended from time to time.     1.37. *“**Securities Act**”*shall mean the Securities Act of 1933, as amended from time totime.     1.38. *“**Stock Appreciation Right**”*shall mean a stock appreciation right granted underArticle IX of the Plan.     1.39. *“**Subsidiary**”*means any entity (other than the Company), whether domestic orforeign, in an unbroken chain of entities beginning with the Company if each of the entities otherthan the last entity in the unbroken chain beneficially owns, at the time of the determination,securities or interests representing more than fifty percent (50%) of the total combined votingpower of all classes of securities or interests in one of the other entities in such chain.     1.40. *“**Subsidiary Corporation**”*shall mean any corporation in an unbroken chain ofcorporations beginning with the Company if each of the corporations other than the last corporationin the unbroken chain then owns stock possessing fifty percent (50%) or more of the total combinedvoting power of all classes of stock in one of the other corporations in such chain.     1.41. *“**Substitute Award**”*shall mean an Award granted under this Plan upon theassumption of, or in substitution for, outstanding equity awards previously granted by a company orother entity in connection with a corporate transaction, such as a merger, combination,consolidation or acquisition of property or stock; *provided, however*, that in no event shall theterm “Substitute Award” be construed to refer to an award made in connection with the cancellationand repricing of an Option or Stock Appreciation Right.     1.42. *“**Termination of Directorship**”*shall mean the time when a Holder who is aNon-Employee Director ceases to be a Director for any reason, including, without
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limitation, a termination by resignation, failure to be elected, death or retirement. TheAdministrator, in its discretion, shall determine the effect of all matters and questions relatingto Termination of Directorship with respect to Non-Employee Directors.     1.43. *“**Termination of Employment**”*shall mean the time when the employee-employerrelationship between a Holder and the Company or any Subsidiary is terminated for any reason, withor without cause, including, without limitation, a termination by resignation, discharge, death,disability or retirement; but excluding terminations where there is a simultaneous reemployment orcontinuing employment of a Holder by the Company or any Subsidiary. The Administrator, in itsdiscretion, shall determine the effect of all matters and questions relating to Termination ofEmployment, including, without limitation, the question of whether a Termination of Employmentresulted from a discharge for cause; *provided, however*, that, with respect to Incentive StockOptions, unless the Administrator otherwise provides in the terms of the Award Agreement orotherwise, a leave of absence, change in status from an employee to an independent contractor orother change in the employee-employer relationship shall constitute a Termination of Employment if,and to the extent that, such leave of absence, change in status or other change interruptsemployment for the purposes of Section 422(a)(2) of the Code and the then applicable regulationsand revenue rulings under said Section. For purposes of the Plan, a Holder’s employee-employerrelationship shall be deemed to be terminated in the event that the Subsidiary employing suchHolder ceases to remain a Subsidiary following any merger, sale of stock or other corporatetransaction or event (including, without limitation, a spin-off).ARTICLE IISHARES SUBJECT TO PLAN     2.1. *Shares Subject to Plan**.*     (a) Subject to Section 11.3 and Section 2.1(b), the aggregate number of shares of Common Stockthat may be issued or transferred pursuant to Awards under the Plan shall be 300,000 shares (the“Initial Authorized Shares”). Notwithstanding the preceding sentence, the aggregate numberof shares of Common Stock that may be issued or transferred pursuant to Full Value Awards under thePlan shall not exceed 90,000 shares.     (b) To the extent that an Award under the Plan or a Prior Award under the Prior Planterminates, expires, is settled in cash, lapses or is forfeited for any reason, any shares ofCommon Stock then subject to such Award shall again be available for the grant of an Award pursuantto the Plan. To the extent permitted by applicable law or any exchange rule, shares of Common Stockissued in assumption of, or in substitution for, any outstanding awards of any entity acquired inany form of combination by the Company or any Subsidiary shall not be counted against shares ofCommon Stock available for grant pursuant to this Plan. The payment of Dividend Equivalents in cashin conjunction with any outstanding Awards shall not be counted against the shares available forissuance under the Plan. Notwithstanding the provisions of this Section 2.1(b), no shares of
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Common Stock may again be optioned, granted or awarded if such action would cause an IncentiveStock Option to fail to qualify as an incentive stock option under Section 422 of the Code. Inaddition, the following shares of Common Stock shall not become available for purposes of the Plan:(1) shares of Common Stock previously owned or acquired by the Holder that are delivered to theCompany, or withheld from an Award, to pay the exercise price, (2) shares of Common Stock that aredelivered or withheld for purposes of satisfying a tax withholding obligation, or (3) shares ofCommon Stock reserved for issuance upon the grant of a SAR that exceed the number of sharesactually issued upon exercise.     2.2. *Stock Distributed**.*Any Common Stock distributed pursuant to an Award shallconsist, in whole or in part, of authorized and unissued Common Stock, shares of Common Stock heldin treasury or shares of Common Stock purchased on the open market.     2.3. *Limitation on Number of Shares Subject to Awards**.*Notwithstanding any provisionin the Plan to the contrary, and subject to Article XI, the maximum number of shares of CommonStock with respect to one or more Awards that may be granted to any one Employee during anycalendar year shall not exceed the Award Limit. To the extent required by Section 162(m) of theCode, shares subject to Awards which are canceled shall continue to be counted against the AwardLimit.ARTICLE IIIGRANTING OF AWARDS     3.1. *Award Agreement**.*Each Award shall be evidenced by an Award Agreement. AwardAgreements evidencing Awards intended to qualify as performance-based compensation (as described inSection 162(m)(4)(C) of the Code) shall contain such terms and conditions as may be necessary tomeet the applicable provisions of Section 162(m) of the Code. Award Agreements evidencing IncentiveStock Options shall contain such terms and conditions as may be necessary to meet the applicableprovisions of Section 422 of the Code.     3.2. *Provisions Applicable to**Section 162(m)**Performance-Based Compensation**.*     (a) The Committee, in its discretion, may determine whether an Award is to qualify asperformance-based compensation (as described in Section 162(m)(4)(C) of the Code).     (b) Notwithstanding anything in the Plan to the contrary, the Committee may grant any Award toa Covered Employee, including Restricted Stock the restrictions with respect to which lapse uponthe attainment of specified Performance Goals and any performance or incentive award described inArticle VIII that vests or becomes exercisable or payable upon the attainment of one or morespecified Performance Goals.
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     (c) To the extent necessary to comply with the performance-based compensation requirements ofSection 162(m)(4)(C) of the Code, with respect to any Award granted under Articles VII and VIIIwhich may be granted to one or more Covered Employees, no later than ninety (90) days following thecommencement of any Performance Period (or such earlier time as may be required under Section162(m) of the Code), the Committee shall, in writing, (i) designate one or more Covered Employees,(ii) select the Performance Criteria applicable to the Performance Period (including any applicableadjustments), (iii) establish the various performance targets, in terms of an objective formula orstandard, and amounts of such Awards, as applicable, which may be earned for such PerformancePeriod, and (iv) specify the relationship between Performance Criteria and the performance targetsand the amounts of such Awards, as applicable, to be earned by each Covered Employee for suchPerformance Period. Following the completion of each Performance Period, the Committee shallcertify in writing whether the applicable performance targets have been achieved for suchPerformance Period. In determining the amount earned by a Covered Employee, the Committee shallhave the right to reduce (but not to increase) the amount payable at a given level of performanceto take into account additional factors that the Committee may deem relevant to the assessment ofindividual or corporate performance for the Performance Period.     (d) Furthermore, notwithstanding any other provision of the Plan, any Award which is grantedto a Covered Employee and is intended to qualify as performance-based compensation (as described inSection 162(m)(4)(C) of the Code) shall be subject to any additional limitations set forth inSection 162(m) of the Code (including any amendment to Section 162(m) of the Code) or anyregulations or rulings issued thereunder that are requirements for qualification asperformance-based compensation (as described in Section 162(m)(4)(C) of the Code), and the Planshall be deemed amended to the extent necessary to conform to such requirements.     (e) The maximum aggregate amount of all Awards intended to qualify as performance-basedcompensation during any calendar year shall not exceed the Award Limit. Unless otherwise specifiedby the Administrator at the time of grant, the Performance Criteria with respect to an Awardpayable to a Covered Employee shall be determined on the basis of GAAP.     3.3. *Limitations Applicable to Section 16 Persons**.*Notwithstanding any otherprovision of the Plan, the Plan, and any Award granted or awarded to any individual who is thensubject to Section 16 of the Exchange Act, shall be subject to any additional limitations set forthin any applicable exemptive rule under Section 16 of the Exchange Act (including any amendment toRule 16b-3 of the Exchange Act) that are requirements for the application of such exemptive rule.To the extent permitted by applicable law, the Plan and Awards granted or awarded hereunder shallbe deemed amended to the extent necessary to conform to such applicable exemptive rule.     3.4. *At-Will Employment**.*Nothing in the Plan or in any Award Agreement hereundershall confer upon any Holder any right to continue in the employ of the
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Company or any Subsidiary, or as a Director of the Company, or shall interfere with or restrict in any way the rights of the Company and any Subsidiary, which rights are herebyexpressly reserved, to discharge any Holder at any time for any reason whatsoever, with or withoutcause, except to the extent expressly provided otherwise in a written employment agreement betweenthe Holder and the Company and any Subsidiary.ARTICLE IVGRANTING OF OPTIONS TO EMPLOYEES AND NON-EMPLOYEE DIRECTORS     4.1. *Eligibility**.*Any Employee or Non-Employee Director selected by the Administratorpursuant to Section 4.4(a) shall be eligible to be granted an Option.     4.2. *Disqualification for Stock Ownership**.*No person may be granted an IncentiveStock Option under the Plan if such person, at the time the Incentive Stock Option is granted, ownsstock possessing more than 10% of the total combined voting power of all classes of stock of theCompany or any then existing Subsidiary Corporation or parent corporation (as defined in Section424(e) of the Code) unless such Incentive Stock Option conforms to the applicable provisions ofSection 422 of the Code.     4.3. *Qualification of Incentive Stock Options**.*No Incentive Stock Option shall begranted to any person who is not an Employee of the Company or a Subsidiary Corporation.     4.4. *Granting of Options**.*     (a) Options may be awarded to any Employee or Non-Employee Director who the Administratordetermines should receive such an Award. The Administrator shall in its discretion, and, subject toapplicable limitations of the Plan:     (i) Subject to the Award Limit, determine the number of shares to be subject to suchOptions granted;     (ii) Subject to Section 4.2 and Section 4.3, determine whether such Options are to beIncentive Stock Options or Non-Qualified Stock Options; and     (iii) Determine the terms and conditions of such Options, consistent with the Plan.     (b) Upon the selection of an Employee or Non-Employee Director to be granted an Option, theAdministrator shall instruct the Secretary of the Company to issue the Option and may impose suchconditions on the grant of the Option as it deems appropriate.
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     (c) Any Incentive Stock Option granted under the Plan may be modified by the Administrator,with the consent of the Holder, to disqualify such Option from treatment as an “incentive stockoption” under Section 422 of the Code.ARTICLE VTERMS OF OPTIONS     5.1. *Option Price**.*The price per share of Common Stock subject to each Optiongranted to Employees and Non-Employee Directors shall be set by the Administrator; *provided,however*, that:     (a) Except in the case of an Option that is a Substitute Award, such price shall not be lessthan 100% of the Fair Market Value of a share of Common Stock on the date the Option is granted(or, in the case of Incentive Stock Options, the date the Option is modified, extended or renewedfor purposes of Section 424(h) of the Code); and     (b) In the case of Incentive Stock Options granted to an individual then owning (within themeaning of Section 424(d) of the Code) more than 10% of the total combined voting power of allclasses of stock of the Company or any Subsidiary Corporation or parent corporation thereof (asdefined in Section 424(e) of the Code), such price shall not be less than 110% of the Fair MarketValue of a share of Common Stock on the date the Option is granted (or the date the Option ismodified, extended or renewed for purposes of Section 424(h) of the Code); and     5.2. *Option Term**.*The term of an Option granted to an Employee or Non-EmployeeDirector shall be set by the Administrator in its discretion; *provided, however*, that the termshall not be more than ten (10) years from the date the Option is granted, or five (5) years fromthe date the Option is granted if the Option is an Incentive Stock Option granted to an individualthen owning (within the meaning of Section 424(d) of the Code) more than 10% of the total combinedvoting power of all classes of stock of the Company or any Subsidiary Corporation or parentcorporation thereof (as defined in Section 424(e) of the Code). Except as limited by requirementsof Section 409A or Section 422 of the Code and regulations and rulings thereunder, theAdministrator may extend the term of any outstanding Option in connection with any Termination ofEmployment or Termination of Directorship of the Holder, or amend any other term or condition ofsuch Option relating to such a Termination of Employment or Termination of Directorship.     5.3. *Option Vesting**.*     (a) The period during which the right to exercise, in whole or in part, an Option vests in theHolder shall be set by the Administrator and the Administrator may determine that an Option may notbe exercised in whole or in part for a specified period after it is granted. At any time aftergrant of an Option, the Administrator may, in its
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discretion and subject to whatever terms andconditions it selects, accelerate the period during which an Option vests.     (b) A Option is exercisable only while the Holder is an Employee or Non-Employee Director, asapplicable; *provided, however*, that the Administrator in its discretion may provide that the Optionmay be exercised subsequent to a Termination of Employment or Termination of Directorship, asapplicable, following a Change in Control or because of the Holder’s retirement, death ordisability or termination without cause, or otherwise.     (c) To the extent that the aggregate fair market value of stock with respect to which“incentive stock options” (within the meaning of Section 422 of the Code, but without regard toSection 422(d) of the Code) are exercisable for the first time by a Holder during any calendar yearunder the Plan, and all other plans of the Company and any Subsidiary Corporation or parentcorporation thereof (as defined in Section 424(e) of the Code), exceeds $100,000, the Options shallbe treated as Non-Qualified Stock Options to the extent required by Section 422 of the Code. Therule set forth in the preceding sentence shall be applied by taking Options and other “incentivestock options” into account in the order in which they were granted. For purposes of this Section5.3(c), the fair market value of stock shall be determined as of the time the Option or other“incentive stock options” with respect to such stock is granted.ARTICLE VIEXERCISE OF OPTIONS     6.1. *Partial Exercise**.*An exercisable Option may be exercised in whole or in part.However, an Option shall not be exercisable with respect to fractional shares and the Administratormay require that, by the terms of the Option, a partial exercise be with respect to a minimumnumber of shares.     6.2. *Manner of Exercise**.*All or a portion of an exercisable Option shall be deemedexercised upon delivery of all of the following to the Secretary of the Company, or such otherperson or entity designated by the Administrator, or his, her or its office, as applicable:     (a) A written notice complying with the applicable rules established by the Administratorstating that the Option, or a portion thereof, is exercised. Such rules may provide that foradministrative convenience an Option may not be exercised during such period (not exceeding 10days) as is specified in advance by the Administrator. The notice shall be signed by the Holder orother person then entitled to exercise the Option or such portion of the Option;     (b) Such representations and documents as the Administrator, in its discretion, deemsnecessary or advisable to effect compliance with all applicable provisions of the Securities Actand any other federal, state or foreign securities laws or regulations. The
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Administrator may, inits discretion, also take whatever additional actions it deems appropriate to effect suchcompliance including, without limitation, placing legends on share certificates and issuingstop-transfer notices to agents and registrars;     (c) In the event that the Option shall be exercised pursuant to Section 11.1 by any person orpersons other than the Holder, appropriate proof of the right of such person or persons to exercisethe Option; and     (d) Full cash payment to the Secretary of the Company for the shares with respect to which theOption, or portion thereof, is exercised. However, the Administrator may, in its discretion, (i)allow payment, in whole or in part, through the delivery of shares of Common Stock which have beenowned by the Holder for at least six months, duly endorsed for transfer to the Company with a FairMarket Value on the date of delivery equal to the aggregate exercise price of the Option orexercised portion thereof; (ii) allow payment, in whole or in part, through the surrender of sharesof Common Stock then issuable upon exercise of the Option having a Fair Market Value on the date ofOption exercise equal to the aggregate exercise price of the Option or exercised portion thereof;(iii) allow payment, in whole or in part, through the delivery of property of any kind whichconstitutes good and valuable consideration; (iv) allow payment, in whole or in part, through thedelivery of a notice that the Holder has placed a market sell order with a broker with respect toshares of Common Stock then issuable upon exercise of the Option, and the broker timely pays asufficient portion of the net proceeds of the sale to the Company in satisfaction of the Optionexercise price; or (v) allow payment through any combination of the consideration provided in theforegoing subparagraphs (i), (ii), (iii) and (iv); *provided, however*, that the payment in themanner prescribed in the preceding paragraphs shall not be permitted to the extent that theAdministrator determines that payment in such manner shall result in an extension or maintenance ofcredit, an arrangement for the extension of credit, or a renewal or an extension of credit in theform of a personal loan to or for any Director or executive officer of the Company that isprohibited by Section 13(k) of the Exchange Act or other applicable law.     6.3. *Conditions to Issuance of Stock Certificates**.*The Company shall not be requiredto issue or deliver any certificate or certificates for shares of stock purchased upon the exerciseof any Option or portion thereof prior to fulfillment of all of the following conditions:     (a) The admission of such shares to listing on all stock exchanges on which such class ofstock is then listed;     (b) The completion of any registration or other qualification of such shares under anyfederal, state or foreign law, or under the rulings or regulations of the Securities and ExchangeCommission or any other governmental regulatory body which the Administrator shall, in itsdiscretion, deem necessary or advisable;
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     (c) The obtaining of any approval or other clearance from any federal, state or foreigngovernmental agency which the Administrator shall, in its discretion, determine to be necessary oradvisable;     (d) The lapse of such reasonable period of time following the exercise of the Option as theAdministrator may establish from time to time for reasons of administrative convenience; and     (e) The receipt by the Company of full payment for such shares, including payment of anyapplicable withholding tax, which in the discretion of the Administrator may be in the form ofconsideration used by the Holder to pay for such shares under Section 6.2(d).     6.4. *Rights as Stockholders**.*Holders shall not be, nor have any of the rights orprivileges of, stockholders of the Company in respect of any shares purchasable upon the exerciseof any part of an Option unless and until certificates representing such shares have been issued bythe Company to such Holders.     6.5. *Ownership and Transfer Restrictions**.*The Administrator, in its discretion, mayimpose such restrictions on the ownership and transferability of the shares purchasable upon theexercise of an Option as it deems appropriate. Any such restriction shall be set forth in therespective Award Agreement and may be referred to on the certificates evidencing such shares. TheHolder shall give the Company prompt notice of any disposition of shares of Common Stock acquiredby exercise of an Incentive Stock Option within (a) two years from the date of granting (includingthe date the Option is modified, extended or renewed for purposes of Section 424(h) of the Code)such Option to such Holder, or (b) one year after the transfer of such shares to such Holder.     6.6. *Additional Limitations on Exercise of Options**.*Holders may be required tocomply with any timing or other restrictions with respect to the settlement or exercise of anOption, including a window-period limitation, as may be imposed in the discretion of theAdministrator.ARTICLE VIIAWARD OF RESTRICTED STOCK     7.1. *Eligibility**.*Subject to the Award Limit, Restricted Stock may be awarded to anyEmployee or Non-Employee Director who the Administrator determines should receive such an Award.     7.2. *Award of Restricted Stock**.*     (a) The Administrator may from time to time, in its discretion:
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     (i) Select from among the Employees or Non-Employee Directors (including Employees orNon-Employee Directors who have previously received Awards under the Plan) such of them as inits opinion should be awarded Restricted Stock; and     (ii) Determine the purchase price, if any, and other terms and conditions applicable tosuch Restricted Stock, consistent with the Plan.     (b) The Administrator shall establish the purchase price, if any, and form of payment forRestricted Stock; *provided, however*, that such purchase price shall be no less than the minimumamount required by applicable state law.     (c) Upon the selection of an Employee or Non-Employee Director to be awarded Restricted Stock,the Administrator shall instruct the Secretary of the Company to issue such Restricted Stock andmay impose such conditions on the issuance of such Restricted Stock as it deems appropriate.     7.3. *Rights as Stockholders**.*Subject to Section 7.4, upon delivery of the shares ofRestricted Stock to the escrow holder pursuant to Section 7.5, the Holder shall have, unlessotherwise provided by the Administrator, all the rights of a stockholder with respect to saidshares, subject to the restrictions in his or her Award Agreement, including the right to receiveall dividends and other distributions paid or made with respect to the shares; *provided, however*,that, in the discretion of the Administrator, any extraordinary distributions with respect to theCommon Stock shall be subject to the restrictions set forth in Section 7.4.     7.4. *Restriction**.*All shares of Restricted Stock issued under the Plan (includingany shares received by Holders thereof with respect to shares of Restricted Stock as a result ofstock dividends, stock splits or any other form of recapitalization) shall, in the terms of eachindividual Award Agreement, be subject to such restrictions as the Administrator shall provide,which restrictions may include, without limitation, restrictions concerning voting rights andtransferability and restrictions based on duration of employment or directorship with the Company,Company performance and individual performance; *provided, however*, by action taken after theRestricted Stock is issued, the Administrator may, on such terms and conditions as it may determineto be appropriate, remove any or all of the restrictions imposed by the terms of the AwardAgreement. Restricted Stock may not be sold or encumbered until all restrictions are terminated orexpire. A Holder’s rights in unvested Restricted Stock shall lapse, and such Restricted Stock shallbe surrendered to the Company without consideration, upon Termination of Employment or Terminationof Directorship, as applicable; *provided, however*, that the Administrator in its discretion mayprovide that such rights shall not lapse in the event of a Termination of Employment or Terminationof Directorship, as applicable, following a Change in Control or because of the Holder’sretirement, death or disability or termination without cause, or otherwise.
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     7.5. *Escrow**.*The Secretary of the Company or such other escrow holder as theAdministrator may appoint shall retain physical custody of each certificate representing RestrictedStock until all of the restrictions imposed under the Award Agreement with respect to the sharesevidenced by such certificate expire or shall have been removed.     7.6. *Legend**.*In order to enforce the restrictions imposed upon shares of RestrictedStock hereunder, the Administrator shall cause a legend or legends to be placed on certificatesrepresenting all shares of Restricted Stock that are still subject to restrictions under AwardAgreements, which legend or legends shall make appropriate reference to the conditions imposedthereby.     7.7. *Section **83(b)**Election**.*If a Holder makes an election under Section 83(b) ofthe Code, or any successor section thereto, to be taxed with respect to the Restricted Stock as ofthe date of transfer of the Restricted Stock rather than as of the date or dates upon which theHolder would otherwise be taxable under Section 83(a) of the Code, the Holder shall deliver a copyof such election to the Company immediately after filing such election with the Internal RevenueService.ARTICLE VIIIPERFORMANCE AWARDS, DIVIDEND EQUIVALENTS, , RESTRICTED STOCK