**DOV
      PHARMACEUTICAL, INC.**





**2007
      STOCK AWARD AND INCENTIVE PLAN**




1. **Purpose** .
      The
      purpose of this 2007 Stock Award and Incentive Plan (the “Plan”) is to aid DOV
      Pharmaceutical, Inc., a Delaware corporation (together with its successors
      and
      assigns, the “Company”), in attracting, retaining, motivating and rewarding
      employees, non-employee directors, and other service providers of the Company
      or
      its subsidiaries or affiliates, to provide for equitable and competitive
      compensation opportunities, to recognize individual contributions and reward
      achievement of Company goals, and promote the creation of long-term value for
      stockholders by closely aligning the interests of Participants with those of
      stockholders. The Plan authorizes stock-based and cash-based incentives for
      Participants.





2. **Definitions** .
      In
      addition to the terms defined in Section 1 above and elsewhere in the Plan,
      the
      following capitalized terms used in the Plan have the respective meanings set
      forth in this Section:





(a)
      “Annual Limit” shall have the meaning specified in Section 5(b).





(b)
      “Award” means any Option, SAR, Restricted Stock, Deferred Stock, Stock granted
      as a bonus or in lieu of another award, Dividend Equivalent, Other Stock-Based
      Award, Performance Award, together with any related right or interest, granted
      to a Participant under the Plan.





(c)
      “Beneficiary” means the legal representatives of the Participant's estate
      entitled by will or the laws of descent and distribution to receive the benefits
      under a Participant's Award upon a Participant's death, provided that, if and
      to
      the extent authorized by the Committee, a Participant may be permitted to
      designate a Beneficiary, in which case the “Beneficiary” instead will be the
      person, persons, trust or trusts (if any are then surviving) which have been
      designated by the Participant in his or her most recent written and duly filed
      beneficiary designation to receive the benefits specified under the
      Participant's Award upon such Participant's death. Unless otherwise determined
      by the Committee, any designation of a Beneficiary other than a Participant's
      spouse shall be subject to the written consent of such spouse.





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





(e)
      “Code” means the Internal Revenue Code of 1986, as amended. References to any
      provision of the Code or regulation thereunder shall include any successor
      provisions and regulations, and also includes any applicable guidance or
      pronouncement of the Department of the Treasury and Internal Revenue Service.





(f)
      “Committee” means the Compensation Committee of the Board, the composition and
      governance of which is established in the Committee's Charter as approved from
      time to time by the Board and subject to other corporate governance documents
      of
      the Company. No action of the Committee shall be void or deemed to be without
      authority due to the failure of any member, at the time the action was taken,
      to
      meet any qualification standard set forth in the Committee Charter or this
      Plan.
      The full Board may perform any function of the Committee hereunder (except
      to
      the extent limited under any stock exchange or marketplace rules as may then
      be
      applicable), in which case the term “Committee” shall refer to the Board.





(g)
      “Covered Employee” means an Eligible Person who is a Covered Employee as
      specified in Section 11(j).





(h)
      “Deferred Stock” means a right, granted under this Plan, to receive Stock or
      other Awards or a combination thereof at the end of a specified period, subject
      to any vesting requirement as may be specified by the Committee.





(i)
      “Dividend Equivalent” means a right, granted under this Plan, to receive cash,
      Stock, other Awards or other property equal in value to all or a specified
      portion of the dividends paid with respect to a specified number of shares
      of
      Stock.





(j)
      “Effective Date” means the effective date specified in Section 11(p).





(k)
      “Eligible Person” has the meaning specified in Section 5.





(l)
      “Exchange Act” means the Securities Exchange Act of 1934, as amended. References
      to any provision of the Exchange Act or rule (including a proposed rule)
      thereunder shall include any successor provisions and rules.





(m)
“Fair
      Market Value” means the fair market value of Stock, Awards or other property as
      determined in good faith by the Committee or under procedures established by
      the
      Committee. Unless otherwise determined by the Committee, if the Stock trades
      on
      a national securities exchange, the Fair Market Value on any given date shall
      be
      the reported closing sale price on such date, and if the Stock does not trade
      on
      any national securities exchange but is admitted to trading on the National
      Association of Securities Dealers, Inc. Automated Quotation System (“NASDAQ”),
      the Fair Market Value on any given date shall be the closing sale price as
      reported by NASDAQ on such date or, if no such closing sale price information
      is
      available, the average of the highest bid and lowest asked prices for the Stock
      reported on such date. For any date that is not a trading day, the Fair Market
      Value of the Stock for such date will be determined by using the closing sale
      price or the average of the highest bid and lowest asked prices, as appropriate,
      for the immediately preceding trading day.





(n)
“409A
      Award” means an Award that constitutes a deferral of compensation under Code
      Section 409A and regulations thereunder and includes, without limitation, an
      Option or Stock Appreciation Right under the Plan that is materially modified
      and deemed a new grant at a time when the per share Fair Market Value exceeds
      the exercise price of the Option or SAR. “Non-409A Award” means an Award other
      than a 409A Award. Although the Committee retains authority under the Plan
      to
      grant Options, SARs and Restricted Stock on terms that will qualify those Awards
      as 409A Awards, Options, SARs, and Restricted Stock are intended to be Non-409A
      Awards unless otherwise expressly specified by the Committee.







(o)
      “Incentive Stock Option” or “ISO” means any Option designated as an incentive
      stock option within the meaning of Code Section 422 and qualifying thereunder.





(p)
      “Option” means a right to purchase Stock granted under Section 6(b).





(q)
      “Other Stock-Based Awards” means Awards granted to a Participant under Section
      6(h).





(r)
      “Participant” means a person who has been granted an Award under the Plan which
      remains outstanding, including a person who is no longer an Eligible Person.





(s)
      “Performance Award” means an Award granted to a Participant under Sections 6(i)
      or 7.





(t)
      “Preexisting Plan” mean the Company’s 2000 Stock Option and Grant Plan, as
      amended.





(u)
      “Restricted Stock” means Stock granted under this Plan which is subject to
      certain restrictions and to a risk of forfeiture.





(v)
      “Stock” means the Company's Common Stock, par value $ 0.0001 per share and any
      other equity securities of the Company that may be substituted or re-substituted
      for Stock pursuant to Section 11(c).





(w)
      “Stock Appreciation Rights” or “SAR” means a right granted to a Participant
      under Section 6(c).





(x)
“Ten
      Percent Owner” means an employee who owns or is deemed to own (by reason of the
      attribution rules of Code Section 424(d)) more than 10 percent of the combined
      voting power of all classes of stock of the Company or any parent or subsidiary
      corporation.





3. **Administration** .




(a) ***Authority
      of the Committee*** .
      The
      Plan shall be administered by the Committee, which shall have full and final
      authority, in each case subject to and consistent with the provisions of the
      Plan, to select Eligible Persons to become Participants; to grant Awards; to
      determine the type and number of Awards, the number and class of shares of
      Stock
      to which an Award may relate, the dates on which Awards may be exercised and
      on
      which the risk of forfeiture or deferral period relating to Awards shall lapse
      or terminate, the acceleration of any such dates (including in connection with
      a
      change in control of the Company), the expiration date of any Award, whether,
      to
      what extent, and under what circumstances an Award may be settled, or the
      exercise price of an Award may be paid, in cash, Stock, other Awards, or other
      property, and other terms and conditions of, and all other matters relating
      to,
      Awards; to prescribe documents evidencing or setting terms of Awards (such
      Award
      documents need not be identical for each Participant or each Award), amendments
      thereto, and rules and regulations for the administration of the Plan and
      amendments thereto; to construe and interpret the Plan and Award documents
      and
      correct defects, supply omissions or reconcile inconsistencies therein; and
      to
      make all other decisions and determinations as the Committee may deem necessary
      or advisable for the administration of the Plan. Decisions of the Committee
      with
      respect to the administration and interpretation of the Plan shall be final,
      conclusive, and binding upon all persons interested in the Plan, including
      Participants, Beneficiaries, transferees under Section 11(b) and other persons
      claiming rights from or through a Participant, and stockholders.









(b) ***Manner
      of Exercise of Committee Authority*** .
      The
      express grant of any specific power to the Committee, and the taking of any
      action by the Committee, shall not be construed as limiting any power or
      authority of the Committee. The Committee may act through subcommittees,
      including for purposes of perfecting exemptions under Rule 16b-3 or qualifying
      Awards under Code Section 162(m) as performance-based compensation, in which
      case the subcommittee shall be subject to and have authority under the charter
      applicable to the Committee, and the acts of the subcommittee shall be deemed
      to
      be acts of the Committee hereunder. The Committee may delegate to one or more
      officers or managers of the Company or any subsidiary or affiliate, or
      committees thereof, the authority, subject to such terms as the Committee shall
      determine, to perform such functions, including administrative functions, as
      the
      Committee may determine, to the extent that such delegation (i) will not result
      in the loss of an exemption under Rule 16b-3(d) for Awards granted to
      Participants subject to Section 16 of the Exchange Act in respect of the
      Company, (ii) will not cause Awards intended to qualify as “performance-based
      compensation” under Code Section 162(m) will fail to so qualify, and (iii) will
      not result in a related-party transaction with an executive officer required
      to
      be disclosed under Item 404(a) of Regulation S-K (in accordance with Instruction
      5.a.ii thereunder) under the Exchange Act, and (iv) is permitted under Section
      157 and other applicable provisions of the Delaware General Corporation Law.





(c) ***Limitation
      of Liability*** .
      The
      Committee and each member thereof, and any person acting pursuant to authority
      delegated by the Committee, shall be entitled, in good faith, to rely or act
      upon any report or other information furnished by any executive officer, other
      officer or employee of the Company or a subsidiary or affiliate, the Company's
      independent auditors, consultants or any other agents assisting in the
      administration of the Plan. Members of the Committee, any person acting pursuant
      to authority delegated by the Committee, and any officer or employee of the
      Company or a subsidiary or affiliate acting at the direction or on behalf of
      the
      Committee or a delegee shall not be personally liable for any action or
      determination taken or made in good faith with respect to the Plan, and shall,
      to the extent permitted by law, be fully indemnified and protected by the
      Company with respect to any such action or determination.







4. **Stock
      Subject To Plan** .




(a) ***Overall
      Number of Shares Available for Delivery.*** Subject
      to adjustment as provided in Section 11(c), the total number of shares of Stock
      reserved and available for delivery in connection with Awards under the Plan
      shall be (i) 16 million shares of Stock plus (ii) the number of shares that,
      immediately before the Effective Date, remain available for new awards under
      the
      Preexisting Plan and the number of shares that become available from the
      Preexisting Plan in accordance with Section 4(b) after the Effective Date plus
      (iii), on the first day of each calendar year during which the Plan is in
      effect, an additional 3.5% of the shares outstanding at the close of the
      preceding calendar year plus, during each year in which the Plan is in effect,
      3.5% of any issuance of shares during the year (excluding shares issued under
      a
      compensatory plan) that increases the number of outstanding shares over the
      number outstanding at the close of the preceding calendar year (or, in 2007,
      the
      number outstanding at the Effective Date), provided that shares will not be
      added under this clause (iii) if and to the extent that the aggregate number
      of
      shares previously added and to be added would exceed 20% of the shares of Stock
      then outstanding. The foregoing notwithstanding, the total number of shares
      of
      Stock with respect to which ISOs may be granted shall not exceed the number
      specified in clause (i) above, subject to adjustment as provided in Section
      11(c). Any shares of Stock delivered under the Plan shall consist of authorized
      and unissued shares or treasury shares.




(b) ***Share
      Counting Rules*** .
      The
      Committee may adopt reasonable counting procedures to ensure appropriate
      counting, avoid double counting (as, for example, in the case of tandem or
      substitute awards) and make adjustments in accordance with this Section 4(b).
      Shares shall be counted against those reserved to the extent such shares have
      been delivered and are no longer subject to a risk of forfeiture. Accordingly,
      (i) to the extent that an Award under the Plan or an award under the Preexisting
      Plan is canceled, expired, forfeited, settled in cash, settled by delivery
      of
      fewer shares than the number underlying the Award or award, or otherwise
      terminated without delivery of shares to the Participant, the shares retained
      by
      or returned to the Company will not be deemed to have been delivered under
      the
      Plan, and will be available for Awards under the Plan; and (ii) shares that
      are
      withheld from such an Award or award or separately surrendered by the
      Participant in payment of the exercise or purchase price or taxes relating
      to
      such an Award or award shall be deemed to constitute shares not delivered and
      will be available under the Plan. The Committee may determine that Awards may
      be
      outstanding that relate to more shares than the aggregate remaining available
      under the Plan so long as Awards will not in fact result in delivery and vesting
      of shares in excess of the number then available under the Plan. In addition,
      in
      the case of any Award granted in assumption of or in substitution for an award
      of a company or business acquired by the Company or a subsidiary or affiliate
      or
      with which the Company or a subsidiary or affiliate combines, shares delivered
      or deliverable in connection with such assumed or substitute Award shall not
      be
      counted against the number of shares reserved under the Plan.







5. **Eligibility;
      Per-Person Award Limitations** .





(a) ***Eligibility*** .
      Awards
      may be granted under the Plan only to Eligible Persons. For purposes of the
      Plan, an “Eligible Person” means (i) an employee of the Company or any
      subsidiary or affiliate, including any executive officer or employee director
      of
      the Company or a subsidiary or affiliate, (ii) any person who has been offered
      employment by the Company or a subsidiary or affiliate, provided that such
      prospective employee may not receive any payment or exercise any right relating
      to an Award until such person has commenced employment with the Company or
      a
      subsidiary or affiliate, (iii) any non-employee director of the Company or
      a
      subsidiary, and (iv) any person who provides substantial services to the Company
      or a subsidiary or affiliate. ISOs may only be granted to employees of the
      Company, a “parent corporation” or a “subsidiary corporation”, as those terms
      are defined in Code Section 424(e) and Section 424(f), respectively. An employee
      on leave of absence may be considered as still in the employ of the Company
      or a
      subsidiary or affiliate for purposes of eligibility for participation in the
      Plan. For purposes of the Plan, a joint venture in which the Company or a
      subsidiary has a substantial direct or indirect equity investment shall be
      deemed an affiliate, if so determined by the Committee. Holders of awards
      granted by a company or business acquired by the Company or a subsidiary or
      affiliate, or with which the Company or a subsidiary or affiliate combines,
      are
      eligible for grants of substitute awards granted in assumption of or in
      substitution for such outstanding awards previously granted under the Plan
      in
      connection with such acquisition or combination transaction.




(b) ***Per-Person
      Award Limitations*** .
      In each
      calendar year during any part of which the Plan is in effect, an Eligible Person
      may be granted Awards intended to qualify as “performance-based compensation”
under Code Section 162(m) under the Plan relating to up to his or her Annual
      Limit. A Participant's Annual Limit, in any year during any part of which the
      Participant is then eligible under the Plan, shall equal 7.5 million shares
      plus
      the amount of the Participant's unused Annual Limit relating to the same type
      of
      Award as of the close of the previous year up to the maximum number of shares
      reserved under Section 4(a) , subject to adjustment as provided in Section
      11(c). In the case of an Award which is not valued at grant in a way in which
      the limitation on shares set forth in the preceding sentence would operate
      as an
      effective limitation satisfying applicable law (including Treasury Regulation
§
1.162-27(e)(4)), an Eligible Person may not be granted Awards authorizing the
      earning during any calendar year of an amount that exceeds the Eligible Person's
      Annual Limit, which for this purpose shall equal $2.5 million plus the amount
      of
      the Eligible Person's unused cash Annual Limit as of the close of the previous
      year (this limitation is separate and not affected by the number of Awards
      granted during such calendar year subject to the limitation in the preceding
      sentence). For this purpose, (i) “earning” means satisfying performance
      conditions so that an amount becomes payable, without regard to whether it
      is to
      be paid currently or on a deferred basis or continues to be subject to any
      service requirement or other non-performance condition, (ii) a Participant's
      Annual Limit is used to the extent an amount or number of shares may be
      potentially earned or paid under an Award, regardless of whether such amount
      or
      shares are in fact earned or paid, and (iii) the Annual Limit applies to
      Dividend Equivalents under Section 6(g) only if such Dividend Equivalents are
      granted separately from and not as a feature of another Award.









(c) ***Annual
      Limit on Incentive Stock Options*** .
      To the
      extent required for “incentive stock option” treatment under Code Section 422,
      the aggregate Fair Market Value (determined as of the time of grant) of the
      shares of Stock with respect to which ISOs granted under this Plan and any
      other
      plan of the Company or its parent and subsidiary corporations become exercisable
      for the first time by a Participant during any calendar year shall not exceed
      $100,000. To the extent that any Option intended to be an ISO exceeds this
      limit, it shall constitute a non-qualified Option.





6. **Specific
      Terms of Awards.**





(a) ***General*** .
      Awards
      may be granted on the terms and conditions set forth in this Section 6. In
      addition, the Committee may impose on any Award or the exercise thereof, at
      the
      date of grant or thereafter (subject to Sections 11(e) and 11(k)), such
      additional terms and conditions, not inconsistent with the provisions of the
      Plan, as the Committee shall determine, including terms requiring forfeiture
      of
      Awards in the event of termination of employment or service by the Participant
      and terms permitting a Participant to make elections relating to his or her
      Award. The Committee shall retain full power and discretion with respect to
      any
      term or condition of an Award that is not mandatory under the Plan, subject
      to
      Section 11(k) and the terms of the Award agreement. The Committee shall require
      the payment of lawful consideration for an Award to the extent necessary to
      satisfy the requirements of the Delaware General Corporation Law, and may
      otherwise require payment of consideration for an Award except as limited by
      the
      Plan.





(b) ***Options*** .
      The
      Committee is authorized to grant Options to Participants on the following terms
      and conditions:





(i)
      Exercise Price. The exercise price per share of Stock purchasable under an
      Option (including both ISOs and non-qualified Options) shall be determined
      by
      the Committee, provided that such exercise price shall be not less than the
      Fair
      Market Value of a share of Stock on the date of grant of such Option, subject
      to
      Section 8(a). In the case of an ISO that is granted to a Ten Percent Owner,
      the
      option price of such ISO shall be not less than 110% of the Fair Market Value
      on
      the grant date. Notwithstanding the foregoing, any substitute award granted
      in
      assumption of or in substitution for an outstanding award granted by a company
      or business acquired by the Company or a subsidiary or affiliate, or with which
      the Company or a subsidiary or affiliate combines may be granted with an
      exercise price per share of Stock other than as required above. No adjustment
      will be made for a dividend or other right for which the record date is prior
      to
      the date on which the stock is issued, except as provided in Section 11(c)
      of
      the Plan.





(ii)
      Option Term; Time and Method of Exercise. The Committee shall determine the
      term
      of each Option, provided that in no event shall the term of any Option exceed
      a
      period of ten years from the date of grant. In the case of an ISO that is
      granted to a Ten Percent Owner, the term of such ISO shall be no more than
      five
      years from the date of grant. The Committee shall determine the time or times
      at
      which or the circumstances under which an Option may be exercised in whole
      or in
      part (including based on achievement of performance goals and/or future service
      requirements), the methods by which such exercise price may be paid or deemed
      to
      be paid and the form of such payment (subject to Sections 11(j) and 11(k)),
      including, without limitation, cash, Stock (including by withholding Stock
      deliverable upon exercise), other Awards or awards granted under other plans
      of
      the Company or any subsidiary or affiliate, or other property (including through
      broker-assisted “cashless exercise” arrangements, to the extent permitted by
      applicable law), and the methods by or forms in which Stock will be delivered
      or
      deemed to be delivered in satisfaction of Options to Participants (including,
      in
      the case of 409A Awards, deferred delivery of shares subject to the Option,
      as
      mandated by the Committee, with such deferred shares subject to any vesting,
      forfeiture or other terms as the Committee may specify).


(iii)
      ISOs. The terms of any ISO granted under the Plan shall comply in all respects
      with the provisions of Code Section 422. To the extent that any Option intended
      to be an ISO does not qualify as an ISO, it shall be deemed a non-qualified
      Option.





(c) ***Stock
      Appreciation Rights*** .
      The
      Committee is authorized to grant SARs to Participants on the following terms
      and
      conditions:





(i)
      Right
      to Payment. An SAR shall confer on the Participant to whom it is granted a
      right
      to receive, upon exercise thereof, the excess of (A) the Fair Market Value
      of
      one share of Stock on the date of exercise over (B) the grant price of the
      SAR
      as determined by the Committee. The grant price of each SAR shall be not less
      than the Fair Market Value of a share of Stock on the date of grant of such
      SAR.


(ii)
      Other Terms. The Committee shall determine the term of each SAR, provided that
      in no event shall the term of an SAR exceed a period of ten years from the
      date
      of grant. The Committee shall determine at the date of grant or thereafter,
      the
      time or times at which and the circumstances under which a SAR may be exercised
      in whole or in part (including based on achievement of performance goals and/or
      future service requirements), the method of exercise, method of settlement,
      form
      of consideration payable in settlement, method by or forms in which Stock will
      be delivered or deemed to be delivered to Participants, whether or not a SAR
      shall be free-standing or in tandem or combination with any other Award, and
      whether or not the SAR will be a 409A Award or Non-409A Award. The Committee
      may
      require that an outstanding Option be exchanged for an SAR exercisable for
      Stock
      having vesting, expiration, and other terms substantially the same as the
      Option, so long as such exchange will not result in additional accounting
      expense to the Company.





(d) ***Restricted
      Stock*** .
      The
      Committee is authorized to grant Restricted Stock to Participants on the
      following terms and conditions:








(i)
      Grant
      and Restrictions. Restricted Stock shall be subject to such restrictions on
      transferability, risk of forfeiture and other restrictions, if any, as the
      Committee may impose, which restrictions may lapse separately or in combination
      at such times, under such circumstances (including based on achievement of
      performance goals and/or future service requirements), in such installments
      or
      otherwise and under such other circumstances as the Committee may determine
      at
      the date of grant or thereafter. Except to the extent restricted under the
      terms
      of the Plan and any Award document relating to the Restricted Stock, a
      Participant granted Restricted Stock shall have all of the rights of a
      stockholder, including the right to vote the Restricted Stock and the right
      to
      receive dividends thereon (subject to any mandatory reinvestment or other
      requirement imposed by the Committee).


(ii)
      Forfeiture. Except as otherwise determined by the Committee, upon termination
      of
      employment or service during the applicable restriction period, Restricted
      Stock
      that is at that time subject to restrictions shall be forfeited and reacquired
      by the Company; provided that the Committee may provide, by rule or regulation
      or in any Award document, or may determine in any individual case, that
      restrictions or forfeiture conditions relating to Restricted Stock will lapse
      in
      whole or in part, including in the event of terminations resulting from
      specified causes.


(iii)
      Certificates for Stock. Restricted Stock granted under the Plan may be evidenced
      in such manner as the Committee shall determine. If certificates representing
      Restricted Stock are registered in the name of the Participant, the Committee
      may require that such certificates bear an appropriate legend referring to
      the
      terms, conditions and restrictions applicable to such Restricted Stock, that
      the
      Company retain physical possession of the certificates, and that the Participant
      deliver a stock power to the Company, endorsed in blank, relating to the
      Restricted Stock.


(iv)
      Dividends and Splits. As a condition to the grant of an Award of Restricted
      Stock, the Committee may require that any dividends paid on a share of
      Restricted Stock shall be either (A) paid with respect to such Restricted Stock
      at the dividend payment date in cash, in kind, or in a number of shares of
      unrestricted Stock having a Fair Market Value equal to the amount of such
      dividends, or (B) automatically reinvested in additional Restricted Stock or
      held in kind, which shall be subject to the same terms as applied to the
      original Restricted Stock to which it relates, or (C) deferred as to payment,
      either as a cash deferral or with the amount or value thereof automatically
      deemed reinvested in shares of Deferred Stock, other Awards or other investment
      vehicles, subject to such terms as the Committee shall determine or permit
      a
      Participant to elect or (D) not paid in respect of the Restricted Stock for
      any
      record date prior to vesting of the Restricted Stock. Unless otherwise
      determined by the Committee, Stock distributed in connection with a Stock split
      or Stock dividend, and other property distributed as a dividend, shall be
      subject to restrictions and a risk of forfeiture to the same extent as the
      Restricted Stock with respect to which such Stock or other property has been
      distributed.





(e) ***Deferred
      Stock*** .
      The
      Committee is authorized to grant Deferred Stock to Participants, subject to
      the
      following terms and conditions:





(i)
      Award
      and Restrictions. Issuance of Stock will occur upon expiration of the deferral
      period specified for an Award of Deferred Stock by the Committee (or, if
      permitted by the Committee, as elected by the Participant). In addition,
      Deferred Stock shall be subject to such restrictions on transferability, risk
      of
      forfeiture and other restrictions, if any, as the Committee may impose, which
      restrictions may lapse at the expiration of the deferral period or at earlier
      specified times (including based on achievement of performance goals and/or
      future service requirements), separately or in combination, in installments
      or
      otherwise, and under such other circumstances as the Committee may determine
      at
      the date of grant or thereafter. Deferred Stock may be satisfied by delivery
      of
      Stock, other Awards, or a combination thereof (subject to Section 11(k)), as
      determined by the Committee at the date of grant or thereafter.


(ii)
      Forfeiture. Except as otherwise determined by the Committee, upon termination
      of
      employment or service during the applicable deferral period or portion thereof
      to which forfeiture conditions apply (as provided in the Award document
      evidencing the Deferred Stock), all Deferred Stock that is at that time subject
      to such forfeiture conditions shall be forfeited; provided that the Committee
      may provide, by rule or regulation or in any Award document, or may determine
      in
      any individual case, that restrictions or forfeiture conditions relating to
      Deferred Stock will lapse in whole or in part, including in the event of
      terminations resulting from specified causes. Deferred Stock subject to a risk
      of forfeiture may be called “restricted stock units” or otherwise designated by
      the Committee.


(iii)
      Dividend Equivalents. Unless otherwise determined by the Committee, Dividend
      Equivalents on the specified number of shares of Stock covered by an Award
      of
      Deferred Stock shall be either (A) paid with respect to such Deferred Stock
      at
      the dividend payment date in cash or in shares of unrestricted Stock having
      a
      Fair Market Value equal to the amount of such dividends, or (B) deferred with
      respect to such Deferred Stock, either as a cash deferral or with the amount
      or
      value thereof automatically deemed reinvested in additional Deferred Stock,
      other Awards or other investment vehicles having a Fair Market Value equal
      to
      the amount of such dividends, as the Committee shall determine or permit a
      Participant to elect.





(f) ***Bonus
      Stock and Awards in Lieu of Obligations*** .
      The
      Committee is authorized to grant to Participants Stock as a bonus, or to grant
      Stock or other Awards in lieu of obligations of the Company or a subsidiary
      or
      affiliate to pay cash or deliver other property under the Plan or under other
      plans or compensatory arrangements, subject to such terms as shall be determined
      by the Committee.





(g) ***Dividend
      Equivalents*** .
      The
      Committee is authorized to grant Dividend Equivalents to a Participant, which
      may be awarded on a free-standing basis or in connection with another Award.
      The
      Committee may provide that Dividend Equivalents shall be paid or distributed
      when accrued or shall be deemed to have been reinvested in additional Stock,
      Awards, or other investment vehicles, and subject to restrictions on
      transferability, risks of forfeiture and such other terms as the Committee
      may
      specify.







(h) ***Other
      Stock-Based Awards*** .
      The
      Committee is authorized, subject to limitations under applicable law, to grant
      to Participants such other Awards that may be denominated or payable in, valued
      in whole or in part by reference to, or otherwise based on, or related to,
      Stock
      or factors that may influence the value of Stock, including, without limitation,
      convertible or exchangeable debt securities, other rights convertible or
      exchangeable into Stock, purchase rights for Stock, Awards with value and
      payment contingent upon performance of the Company or business units thereof
      or
      any other factors designated by the Committee, and Awards valued by reference
      to
      the book value of Stock or the value of securities of or the performance of
      specified subsidiaries or affiliates or other business units. The Committee
      shall determine the terms and conditions of such Awards. Stock delivered
      pursuant to an Award in the nature of a purchase right granted under this
      Section 6(h) shall be purchased for such consideration, paid for at such times,
      by such methods, and in such forms, including, without limitation, cash, Stock,
      other Awards, notes, or other property, as the Committee shall determine. Cash
      awards, as an element of or supplement to any other Award under the Plan, may
      also be granted pursuant to this Section 6(h).





(i) ***Performance
      Awards*** .
      Performance Awards, denominated in cash or in Stock or other Awards, may be
      granted by the Committee in accordance with Section 7.





7. **Performance
      Awards** .





(a) ***Performance
      Awards Generally*** .
      Performance Awards may be denominated as a cash amount, number of shares of
      Stock, or specified number of other Awards (or a combination) which may be
      earned upon achievement or satisfaction of performance conditions specified
      by
      the Committee. In addition, the Committee may specify that any other Award
      shall
      constitute a Performance Award by conditioning the right of a Participant to
      exercise the Award or have it settled, and the timing thereof, upon achievement
      or satisfaction of such performance conditions as may be specified by the
      Committee. The Committee may use such business criteria and other measures
      of
      performance as it may deem appropriate in establishing any performance
      conditions, and may exercise its discretion to reduce or increase the amounts
      payable under any Award subject to performance conditions, except as limited
      under Sections 7(b) and 7(c) in the case of a Performance Award intended to
      qualify as “performance-based compensation” under Code Section 162(m).





(b) ***Performance
      Awards Intended To Qualify Under Code Section 162(m)*** .
      If the
      Committee determines that a Performance Award to be granted to an Eligible
      Person should qualify as “performance-based compensation” for purposes of Code
      Section 162(m) in order to preserve the ability of the Company to claim income
      tax deductions for compensation resulting from such Award, the grant, exercise
      and/or settlement of such Performance Award shall be contingent upon achievement
      of a preestablished performance goal and other terms set forth in this Section
      7(b).





(i)
      Performance Goal Generally. The performance goal for such Performance Awards
      shall consist of one or more business criteria and a targeted level or levels
      of
      performance with respect to each of such criteria, as specified by the Committee
      consistent with this Section 7(b). The performance goal shall be objective
      and
      shall otherwise meet the requirements of Code Section 162(m) and regulations
      thereunder, including the requirement that the level or levels of performance
      targeted by the Committee result in the achievement of performance goals being
      “substantially uncertain.” The Committee may determine that such Performance
      Awards shall be granted, exercised and/or settled upon achievement of any one
      performance goal or that two or more of the performance goals must be achieved
      as a condition to grant, exercise and/or settlement of such Performance Awards.
      Performance goals may differ for Performance Awards granted to any one
      Participant or to different Participants.








(ii)
      Business Criteria. One or more of the following business criteria for the
      Company, on a consolidated basis, and/or for specified subsidiaries or
      affiliates or other business units of the Company shall be used by the Committee
      in establishing performance goals for such Performance Awards: (1) gross revenue
      or sales measures; (2) operating income, earnings from operations, earnings
      before or after taxes, earnings before or after interest, depreciation,
      amortization, or extraordinary or special items, (3) net income or net income
      per common share (basic or diluted); (4) return on assets, return on investment,
      return on capital, or return on equity; (5) cash flow, free cash
      flow, cash flow return on investment, or net cash provided by operations; (6)
      interest expense after taxes; (7) economic profit or value created; (8)
      operating margin; (9) stock price or total stockholder return; (10) capital
      raising; and (11) implementation, completion or attainment of measurable
      objectives with respect to research, development, products or projects,
      production volume levels, acquisitions and divestitures of subsidiaries,
      affiliates, joint ventures or other assets, market penetration, total market
      capitalization and enterprise value, business retention, new product generation,
      cost controls and targets (including cost of capital), customer satisfaction,
      employee satisfaction, agency ratings, management of employment practices and
      employee benefits, supervision of litigation and information technology,
      implementation of business process controls, and recruiting and retaining
      personnel. The targeted level or levels of performance with respect to such
      business criteria may be established at such levels and in such terms as the
      Committee may determine, in its discretion, including in absolute terms, as
      a
      goal relative to performance in prior periods, or as a goal compared to the
      performance of one or more comparable companies or entities or an index covering
      multiple companies.


(iii)
      Performance Period; Timing for Establishing Performance Goals. Achievement
      of
      performance goals in respect of such Performance Awards shall be measured over
      a
      performance period of up to one year or more than one year, as specified by
      the
      Committee. A performance goal shall be established not later than the earlier
      of
      (A) 90 days after the beginning of any performance period applicable to such
      Performance Award or (B) the time 25% of such performance period has elapsed.


(iv)
      Performance Award Pool. The Committee may establish a Performance Award pool,
      which shall be an unfunded pool, for purposes of measuring performance of the
      Company in connection with Performance Awards. The amount of such Performance
      Award pool shall be based upon the achievement of a performance goal or goals
      based on one or more of the business criteria set forth in Section 7(b)(ii)
      during the given performance period, as specified by the Committee in accordance
      with Section 7(b)(iv). The Committee may specify the amount of the Performance
      Award pool as a percentage of any of such business criteria, a percentage
      thereof in excess of a threshold amount, or as another amount which need not
      bear a strictly mathematical relationship to such business criteria.








(iv)
      Settlement of Performance Awards; Other Terms. Settlement of Performance Awards
      shall be in cash, Stock, other Awards or other property, in the discretion
      of
      the Committee. The Committee may, in its discretion, increase or reduce the
      amount of a settlement otherwise to be made in connection with such Performance
      Awards, but may not exercise discretion to increase any such amount payable
      to a
      Covered Employee in respect of a Performance Award subject to this Section
      7(b)
      beyond the level of payment authorized for achievement of the performance goal
      specified under this Section 7(b) based on the actual level of achievement
      of
      such goal. Any settlement which changes the form of payment from that originally
      specified shall be implemented in a manner such that the Performance Award
      and
      other related Awards do not, solely for that reason, fail to qualify as
“performance-based compensation” for purposes of Code Section 162(m). The
      Committee shall specify the circumstances in which such Performance Awards
      shall
      be paid or forfeited in the event of termination of employment by the
      Participant or other event (including a change in control) prior to the end
      of a
      performance period or settlement of such Performance Awards.





(c) ***Written
      Determinations*** .
      Determinations by the Committee relating to Awards granted under Section 7(b)
      (i.e., intended to qualify under Section 162(m)), including as to the
      establishment of performance goals, the amount potentially payable in respect
      of
      Performance Awards, the level of actual achievement of the specified performance
      goals relating to Performance Awards, and the amount of any final Performance
      Award shall be recorded in writing. Specifically, the Committee shall certify
      in
      writing, in a manner conforming to applicable regulations under Code Section
      162(m), prior to settlement of each such Award granted under Section 7(b),
      that
      the performance objective relating to the Performance Award and other material
      terms of the Award upon which settlement of the Award was conditioned have
      been
      satisfied.





8. **Certain
      Provisions Applicable To Awards** .





(a) ***Stand-Alone,
      Additional, Tandem, and Substitute Awards*** .
      Awards
      granted under the Plan may, in the discretion of the Committee, be granted
      either alone or in addition to, in tandem with, or in substitution or exchange
      for, any other Award or any award granted under another plan of the Company,
      any
      subsidiary or affiliate, or any business entity to be acquired by the Company
      or
      a subsidiary or affiliate, or any other right of a Participant to receive
      payment from the Company or any subsidiary or affiliate; provided, however,
      that
      a 409A Award may not be granted in tandem with a Non-409A Award. Awards granted
      in addition to or in tandem with other Awards or awards may be granted either
      as
      of the same time as or a different time from the grant of such other Awards
      or
      awards. Subject to Sections 11(j) and (k), the Committee may determine that,
      in
      granting a new Award, the in-the-money value or fair value of any surrendered
      Award or award or the fair value of any other right to payment surrendered
      by
      the Participant may be applied to the purchase of any other Award. This
      provision expressly authorizes transactions that would be considered to be
      a
“repricing” of outstanding Options or SARs or options and stock appreciation
      rights granted under any other Company equity compensation plan.







(b) ***Term
      of Awards*** .
      The
      term of each Award shall be for such period as may be determined by the
      Committee, subject to the express limitations set forth in Sections 6(b)(ii),
      6(c)(ii) and 8 or elsewhere in the Plan.





(c) ***Form
      and Timing of Payment under Awards; Deferrals*** .
      Subject
      to the terms of the Plan (including Section 11(k)) and any applicable Award
      document, payments to be made by the Company or a subsidiary or affiliate upon
      the exercise or settlement of an Award may be made in such forms as the
      Committee shall determine, including, without limitation, cash, Stock, other
      Awards or other property, and may be made in a single payment or transfer,
      in
      installments, or on a deferred basis. The settlement of any Award may be
      accelerated, and cash paid in lieu of Stock in connection with such settlement,
      in the discretion of the Committee or upon occurrence of one or more specified
      events, subject to Sections 11(j) and (k). Subject to Section 11(k), installment
      or deferred payments may be required by the Committee (subject to Section 11(e))
      or permitted at the election of the Participant on terms and conditions
      established by the Committee. Payments may include, without limitation,
      provisions for the payment or crediting of reasonable interest on installment
      or
      deferred payments or the grant or crediting of Dividend Equivalents or other
      amounts in respect of installment or deferred payments denominated in Stock.
      In
      the case of any 409A Award that is vested and no longer subject to a risk of
      forfeiture (within the meaning of Code Section 83), such Award will be
      distributed to the Participant, upon application of the Participant, if the
      Participant has had an unforeseeable emergency within the meaning of Code
      Sections 409A(a)(2)(A)(vi) and 409A(a)(2)(B)(ii), in accordance with Section
      409A(a)(2)(B)(ii).





9. **Change
      in Control.**





(a) ***Effect
      of “Change in Control” on Non-Performance Based Awards*** .
      In the
      event of a “Change in Control,” the following provisions shall apply to
      non-performance based Awards, including Awards as to which performance
      conditions previously have been satisfied or are deemed satisfied under Section
      9(b), unless otherwise provided by the Committee in the Award document (subject
      to Section 11(e)):





(i)
      All
      forfeiture conditions and other vesting restrictions applicable to outstanding
      Awards shall lapse and such Awards shall be fully vested and payable and
      settleable as of the time of the Change in Control without regard to such
      vesting conditions, except to the extent of any waiver by the Participant or
      other valid express election to defer beyond the Change in Control and subject
      to applicable restrictions set forth in Sections 11(a) and 11(k);


(ii)
      Any
      Award carrying a right to exercise that was not previously exercisable and
      vested shall become fully exercisable and vested as of the time of the Change
      in
      Control and shall remain exercisable and vested for the balance of the stated
      term of such Award without regard to any termination of employment or service
      by
      the Participant other than a termination for “cause” (as defined in any
      employment or severance agreement between the Company or a subsidiary or
      affiliate and the Participant then in effect or, if none, as defined by the
      Committee and in effect at the time of the Change in Control), subject only
      to
      applicable restrictions set forth in Sections 11(a) and 11(k); and








(iii)
      All
      deferral of settlement and similar restrictions applicable to an outstanding
      Award shall lapse and such Award shall be fully payable and settleable as of
      the
      time of the Change in Control without regard to deferral and similar
      restrictions, except to the extent of any valid express election to defer beyond
      the Change in Control and subject to applicable restrictions set forth in
      Sections 11(a) and 11(k).





(b) ***Effect
      of “Change in Control” on Performance-Based Awards*** .
      In the
      event of a “Change in Control,” with respect to an outstanding Award subject to
      achievement of performance goals and conditions, such performance goals and
      conditions shall be deemed to be met or exceeded if and to the extent so
      provided by the Committee in the Award document governing such Award or other
      agreement with the Participant. Unless otherwise specified in such Award
      agreement, vesting and exercisability or settlement of such Award with regard
      to
      non-performance based terms will be as provided in Section 9(a).





(c) ***Cancellation
      of Awards*** .
      Upon
      the satisfaction of one or more of the conditions set forth in Section 9(a)(i),
      9(a)(ii), or 9(b), the Award may be canceled.





(d) ***Cancellation
      without Payment.*** An
      Option
      or SAR shall be canceled without payment under Section 9(a) or Section 9(b)
      if
      the exercise price of such Option or SAR is equal to or greater than the Fair
      Market Value of a share on the date of cancellation.





(e) ***Definition
      of “Change in Control.”*** A
“Change in Control” shall be deemed to have occurred if, after the Effective
      Date, there shall have occurred any of the following:





(i)
      Any
“person,” as such term is used in Section 13(d) and 14(d) of the Exchange Act
      (other than the Company, any trustee or other fiduciary holding securities
      under
      an employee benefit plan of the Company, or any company owned, directly or
      indirectly, by the stockholders of the Company in substantially the same
      proportions as their ownership of stock of the Company), acquires voting
      securities of the Company and immediately thereafter is a “50% Beneficial
      Owner.” For purposes of this provision, a “50% Beneficial Owner” shall mean a
      person who is the “beneficial owner” (as defined in Rule 13d-3 under the
      Exchange Act), directly or indirectly, of securities of the Company representing
      50% or more of the combined voting power of the Company's then-outstanding
      voting securities; provided, however, that the term “50% Beneficial Owner” shall
      not include any person who shall become the beneficial owner of 50% or more
      of
      the combined voting power of the Company's then-outstanding voting securities
      solely as a result of an acquisition by the Company of its voting securities,
      until such time thereafter as such person shall become the beneficial owner
      (other than by means of a stock dividend or stock split) of any additional
      voting securities and at that time is a 50% Beneficial Owner in accordance
      with
      this Section 9(c)(i);








(ii)
      During any period of two consecutive years commencing on or after the Effective
      Date, individuals who at the beginning of such period constitute the Board,
      and
      any new director (other than a director designated by a person (as defined
      above) who has entered into an agreement with the Company to effect a
      transaction described in subsections (i), (iii) or (iv) of this definition)
      whose election by the Board or nomination for election by the Company's
      stockholders was approved by a vote of at least two-thirds (2/3) of the
      directors then still in office who either were directors at the beginning of
      the
      period or whose election or nomination for election was previously so approved
      (the “Continuing Directors”) cease for any reason to constitute at least a
      majority thereof;


(iii)
      There is consummated a merger, consolidation, recapitalization, or
      reorganization of the Company, or a reverse stock split of any class of voting
      securities of the Company, other than any such transaction which would result
      in
      at least 50% of the combined voting power of the voting securities of the
      Company or the surviving entity outstanding immediately after such transaction
      being beneficially owned by persons who together beneficially owned at least
      80%
      of the combined voting power of the voting securities of the Company outstanding
      immediately prior to such transaction, with the relative voting power of each
      such continuing holder compared to the voting power of each other continuing
      holder not substantially altered as a result of the transaction; provided that,
      for purposes of this paragraph (iii), such continuity of ownership (and
      preservation of relative voting power) shall be deemed to be satisfied if the
      failure to meet such 50% threshold (or to substantially preserve such relative
      voting power) is due solely to the acquisition of voting securities by an
      employee benefit plan of the Company or of such surviving entity or a subsidiary
      thereof; and


(iv)
      The
      stockholders of the Company have approved a plan of complete liquidation of
      the
      Company or an agreement for the sale or disposition by the Company of all or
      substantially all of the Company's assets (or any transaction having a similar
      effect); provided that, if consummation of the transaction referred to in this
      Section 10(c)(iv) is subject, at the time of such approval by stockholders,
      to
      the consent of any government or governmental agency or approval of the
      stockholders of another entity or other material contingency, no Change in
      Control shall occur until such time as such consent and approval has been
      obtained and any other material contingency has been satisfied.





10. **Additional
      Award Forfeiture Provisions** .





(a) ***Forfeiture
      of Options and Other Awards and Gains Realized Upon Prior Option Exercises
      or
      Award Settlements*** .
      Unless
      otherwise determined by the Committee, each Award granted hereunder shall be
      subject to the following additional forfeiture conditions, to which the
      Participant, by accepting an Award hereunder, agrees. If any of the events
      specified in Section 10(b)(i), (ii), or (iii) occurs (a “Forfeiture Event”), all
      of the following forfeitures will result:





(i)
      The
      unexercised portion of the Option, whether or not vested, and any other Award
      not then settled (except for an Award that has not been settled solely due
      to an
      elective deferral by the Participant and otherwise is not forfeitable in the
      event of any termination of service of the Participant) will be immediately
      forfeited and canceled upon the occurrence of the Forfeiture Event;
      and


(ii)
      The
      Participant will be obligated to repay to the Company, in cash, within five
      business days after demand is made therefor by the Company, the total amount
      of
      Award Gain (as defined herein) realized by the Participant upon each exercise
      of
      an Option or SAR or settlement of an Award (treating the date an Award would
      be
      settled but for a Participant’s election to defer as a deemed settlement) that
      occurred on or after (A) the date that is six months prior to the occurrence
      of
      the Forfeiture Event, if the Forfeiture Event occurred while the Participant
      was
      employed by the Company or a subsidiary or affiliate, or (B) the date that
      is
      six months prior to the date the Participant's employment by the Company or
      a
      subsidiary or affiliate terminated, if the Forfeiture Event occurred after
      the
      Participant ceased to be so employed. For purposes of this Section, the term
      “Award Gain” shall mean (i), in respect of a given Option exercise, the product
      of (X) the Fair Market Value per share of Stock at the date of such exercise
      (without regard to any subsequent change in the market price of shares) minus
      the exercise price times (Y) the number of shares as to which the Option was
      exercised at that date, and (ii), in respect of any other settlement (or deemed
      settlement) of an Award granted to the Participant, the Fair Market Value of
      the
      cash or Stock paid or payable to Participant (i.e., disregarding any election
      to
      defer by the Participant) less any cash or the Fair Market Value of any Stock
      or
      property (other than an Award or award which would have itself then been
      forfeitable hereunder and excluding any payment of tax withholding) paid by
      the
      Participant to the Company as a condition of or in connection such
      settlement.





(b) ***Events
      Triggering Forfeiture*** .
      The
      forfeitures specified in Section 10(a) will be triggered upon the occurrence
      of
      any one of the following Forfeiture Events at any time during the Participant's
      employment by the Company or a subsidiary or affiliate or during the one-year
      period following termination of such employment:





(i)
      The
      Participant, acting alone or with others, directly or indirectly, (A) prior
      to a
      Change in Control engages, either as employee, employer, consultant, advisor,
      or
      director, or as an owner, investor, partner, or shareholder unless the
      Participant's interest is insubstantial, in any business in an area or region
      in
      which the Company conducts business at the date the event occurs, which is
      directly in competition with a business then conducted by the Company or a
      subsidiary or affiliate; (B) induces any customer or supplier of the Company
      or
      a subsidiary or affiliate, or other company with
      which the Company or a subsidiary or affiliate has a business relationship,
      to
      curtail, cancel, not renew, or not continue his or her or its business with
      the
      Company or any subsidiary or affiliate; or (C) induces, or attempts to
      influence, any employee of or service provider to the Company or a subsidiary
      or
      affiliate to terminate such employment or service. The Committee shall, in
      its
      discretion, determine which lines of business the Company conducts on any
      particular date and which third parties may reasonably be deemed to be in
      competition with the Company. For purposes of this Section 10(b)(i), a
      Participant's interest as a shareholder is insubstantial if it represents
      beneficial ownership of less than three percent of the outstanding class of
      stock, and a Participant's interest as an owner, investor, or partner is
      insubstantial if it represents ownership, as determined by the Committee in
      its
      discretion, of less than three percent of the outstanding equity of the
      entity;








(ii)
      The
      Participant discloses, uses, sells, or otherwise transfers, except in the course
      of employment with or other service to the Company or any subsidiary or
      affiliate, any confidential or proprietary information of the Company or any
      subsidiary or affiliate, including but not limited to information regarding
      the
      Company's current and potential clients or customers, organization, employees,
      finances, and methods of operations and investments, so long as such information
      has not otherwise been disclosed to the public or is not otherwise in the public
      domain, except as required by law or pursuant to legal process, or the
      Participant makes statements or representations, or otherwise communicates,
      directly or indirectly, in writing, orally, or otherwise, or takes any other
      action which may, directly or indirectly, disparage or be damaging to the
      Company or any of its subsidiaries or affiliates or their respective officers,
      directors, employees, advisors, businesses or reputations, except as required
      by
      law or pursuant to legal process; or


(iii)
      The
      Participant fails to cooperate with the Company or any subsidiary or affiliate
      by making himself or herself available to testify on behalf of the Company
      or
      such subsidiary or affiliate in any action, suit, or proceeding, whether civil,
      criminal, administrative, or investigative, or otherwise fails to assist the
      Company or any subsidiary or affiliate in any such action, suit, or proceeding
      by providing information and meeting and consulting with members of management
      of, other representatives of, or counsel to, the Company or such subsidiary
      or
      affiliate, as reasonably requested.





(c) **Forfeitures
      Resulting from Financial Reporting Misconduct.** If
      the
      Company is required to prepare an accounting restatement due to the material
      noncompliance by the Company, as a result of misconduct, with any financial
      reporting requirement under the securities laws, and if a Participant, knowingly
      or through gross negligence, caused or failed to prevent such misconduct, the
      Participant (i) shall forfeit any Performance Award (including any Annual
      Incentive Award) that was or would be deemed to be earned in whole or in part
      based on performance during the period covered by the noncompliant financial
      report or during the 12-month period following the first public issuance or
      filing with the Securities and Exchange Commission (whichever first occurs)
      of
      the non-compliant financial report; and (ii) shall forfeit any other Award
      that
      was granted hereunder during the 12-month period following such first public
      issuance or filing of the non-compliant financial report and thereafter until
      the accounting restatement correcting such non-compliant financial report has
      been filed, and (iii) shall forfeit any profits realized from the sale of shares
      during the 12-month period following such first public issuance or filing if
      such shares were acquired upon exercise or settlement of Awards. For purposes
      of
      this Section 10(c), (A) if an Award subject to forfeiture has become vested
      or
      settled, the Participant will be liable to repay the Award Gain (as defined
      above) to the Company, (B) “profit” shall be calculated based on the excess of
      any selling price of shares over the average market price of shares in the
      20
      trading days ending the day before the first public issuance or filing of the
      non-compliant report, and (C) the term “misconduct” and other terms shall have
      meanings and be interpreted in a manner consistent with the meanings and
      interpretation of such terms under Section 304 of the Sarbanes-Oxley Act of
      2002.







(d) ***Agreement
      Does Not Prohibit Competition or Other Participant
      Activities*** .
      Although the conditions set forth in this Section 10 shall be deemed to be
      incorporated into an Award, a Participant is not thereby prohibited from
      engaging in any activity specified in Section 10(b), including but not limited
      to competition with the Company and its subsidiaries and affiliates. Rather,
      the
      non-occurrence of the Forfeiture Events set forth in Section 10(b) is a
      condition to the Participant's right to realize and retain value from his or
      her
      compensatory Awards, and the consequence under the Plan if the Participant
      engages in an activity giving rise to any such Forfeiture Event are the
      forfeitures specified herein. The Company and the Participant shall not be
      precluded by this provision or otherwise from entering into other agreements
      concerning the subject matter of Section 10(a) and 10(b).





(e) ***Committee
      Discretion*** .
      The
      Committee may, in its discretion, waive in whole or in part the Company's right
      to forfeiture under this Section, but no such waiver shall be effective unless
      evidenced by a writing signed by a duly authorized officer of the Company.
      In
      addition, the Committee may impose additional conditions on Awards, by inclusion
      of appropriate provisions in the document evidencing or governing any such
      Award.





11. **General
      Provisions** .





(a) ***Compliance
      with Legal and Other Requirements*** .
      The
      Company may, to the extent deemed necessary or advisable by the Committee and
      subject to Section 11(k), postpone the issuance or delivery of Stock or payment
      of other benefits under any Award until completion of such registration or
      qualification of such Stock or other required action under any federal or state
      law, rule or regulation, listing or other required action with respect to any
      stock exchange or automated quotation system upon which the Stock or other
      securities of the Company are listed or quoted, or compliance with any other
      obligation of the Company, as the Committee may consider appropriate, and may
      require any Participant to make such representations, furnish such information
      and comply with or be subject to such other conditions as it may consider
      appropriate in connection with the issuance or delivery of Stock or payment
      of
      other benefits in compliance with applicable laws, rules, and regulations,
      listing requirements, or other obligations.





(b) ***Limits
      on Transferability; Beneficiaries*** .
      No
      Award or other right or interest of a Participant under the Plan shall be
      pledged, hypothecated or otherwise encumbered or subject to any lien, obligation
      or liability of such Participant to any party (other than the Company or a
      subsidiary or affiliate thereof), or assigned or transferred by such Participant
      otherwise than by will or the laws of descent and distribution or to a
      Beneficiary upon the death of a Participant, and such Awards or rights that
      may
      be exercisable shall be exercised during the lifetime of the Participant only
      by
      the Participant or his or her guardian or legal representative, except that
      Awards and other rights (other than ISOs and SARs in tandem therewith) may
      be
      transferred to one or more transferees during the lifetime of the Participant
      for purposes of estate-planning, and may be exercised by such transferees in
      accordance with the terms of such Award, but only if and to the extent such
      transfers are permitted by the Committee and the Committee has determined that
      there will be no transfer of the Award to a third party for value, and subject
      to any terms and conditions which the Committee may impose thereon (which may
      include limitations the Committee may deem appropriate in order that offers
      and
      sales under the Plan will meet applicable requirements of registration forms
      under the Securities Act of 1933 specified by the Securities and Exchange
      Commission). A Beneficiary, transferee, or other person claiming any rights
      under the Plan from or through any Participant shall be subject to all terms
      and
      conditions of the Plan and any Award document applicable to such Participant,
      except as otherwise determined by the Committee, and to any additional terms
      and
      conditions deemed necessary or appropriate by the Committee.







(c) ***Adjustments*** .
      In the
      event that any large and non-recurring dividend or other distribution (whether
      in the form of cash or property other than Stock), recapitalization, forward
      or
      reverse split, Stock dividend, reorganization, merger, consolidation, spin-off,
      combination, repurchase, share exchange, liquidation, dissolution or other
      similar corporate transaction or event affects the Stock such that an adjustment
      is determined by the Committee to be appropriate or, in the case of any
      outstanding Award, which is necessary in order to prevent dilution or
      enlargement of the rights of the Participant, then the Committee shall, in
      an
      equitable manner as determined by the Committee, adjust any or all of (i) the
      number and kind of shares of Stock which may be delivered in connection with
      Awards granted thereafter, including the number of shares available under
      Section 4, (ii) the number and kind of shares of Stock by which annual
      per-person Award limitations are measured under Section 5, (iii) the number
      and
      kind of shares of Stock subject to or deliverable in respect of outstanding
      Awards, (iv) any performance condition based on stock price and (v) the exercise
      price, grant price or purchase price relating to any Award or, if deemed
      appropriate, the Committee may make provision for a payment of cash or property
      to the holder of an outstanding Award (subject to Section 11(k)). In addition,
      the Committee is authorized to make adjustments
      in the terms and conditions of, and the criteria included in, Awards (including
      Performance Awards and performance goals and any hypothetical funding pool
      relating thereto) in recognition of unusual or nonrecurring events (including,
      without limitation, events described in the preceding sentence, as well as
      acquisitions and dispositions of businesses and assets) affecting the Company,
      any subsidiary or affiliate or other business unit, or the financial statements
      of the Company or any subsidiary or affiliate, or in response to changes in
      applicable laws, regulations, accounting principles, tax rates and regulations
      or business conditions or in view of the Committee's assessment of the business
      strategy of the Company, any subsidiary or affiliate or business unit thereof,
      performance of comparable organizations, economic and business conditions,
      personal performance of a Participant, and any other circumstances deemed
      relevant; provided that no such adjustment shall be authorized or made if and
      to
      the extent that the existence of such authority (i) would cause Options, SARs,
      or Performance Awards granted under the Plan to Participants designated by
      the
      Committee as Covered Employees and intended to qualify as “performance-based
      compensation” under Code Section 162(m) and regulations thereunder to otherwise
      fail to qualify as “performance-based compensation” under Code Section 162(m)
      and regulations thereunder, or (ii) would cause the Committee to be deemed
      to
      have authority to change the targets, within the meaning of Treasury Regulation
      § 1.162-27(e)(4)(vi), under the performance goals relating to Options or SARs
      granted to Covered Employees and intended to qualify as “performance-based
      compensation” under Code Section 162(m) and regulations thereunder. In
      furtherance of the foregoing, in the event of an “equity restructuring” as
      defined in FAS 123R which affects the Stock, a Participant shall have a legal
      right to an adjustment to the Participant’s Award which shall preserve without
      enlarging the value of the Award, with the manner of such adjustment to be
      determined by the Committee in its discretion, and subject to any limitation
      on
      this right set forth in the applicable Award agreement. Other provisions of
      this
      Section 11(c) notwithstanding, in connection with any transaction in which
      Stock
      will be cancelled or exchanged for consideration, the value of an Award to
      be
      preserved shall be based on the value of the consideration to be received by
      a
      holder of a share of Stock immediately before the consummation of the
      transaction. Notwithstanding the foregoing, no adjustment shall be made under
      this Section 11(c) if the Committee determines that such action could cause
      any
      Award to fail to satisfy the conditions of any applicable exception from the
      requirements of Code Section 409A or otherwise could subject the Participant
      to
      the tax penalty imposed under Code Section 409A in respect of an outstanding
      Award or constitute a modification, extension or renewal of an ISO within the
      meaning of Code Section 424(h).







(d) ***Tax
      Provisions*** .





(i)
      Withholding. The Company and any subsidiary or affiliate is authorized to
      withhold from any Award granted, any payment relating to an Award under the
      Plan, including from a distribution of Stock, or any payroll or other payment
      to
      a Participant, amounts of withholding and other taxes due or potentially payable
      in connection with any transaction involving an Award, and to take such other
      action as the Committee may deem advisable to enable the Company and
      Participants to satisfy obligations for the payment of withholding taxes and
      other tax obligations relating to any Award. This authority shall include
      authority to withhold or receive Stock or other property and to make cash
      payments in respect thereof in satisfaction of a Participant's withholding
      obligations, either on a mandatory or elective basis in the discretion of the
      Committee, or in satisfaction of other tax obligations. Other provisions of
      the
      Plan notwithstanding, only the minimum amount of Stock deliverable in connection
      with an Award necessary to satisfy statutory withholding requirements will
      be
      withheld, unless withholding of any additional amount of Stock will not result
      in additional accounting expense to the Company.





(ii)
      Required Consent to and Notification of Code Section 83(b) Election. No election
      under Section 83(b) of the Code (to include in gross income in the year of
      transfer the amounts specified in Code Section 83(b)) or under a similar
      provision of the laws of a jurisdiction outside the United States may be made
      unless expressly permitted by the terms of the Award document or by action
      of
      the Committee in writing prior to the making of such election. In any case
      in
      which a Participant is permitted to make such an election in connection with
      an
      Award, the Participant shall notify the Company of such election within ten
      days
      of filing notice of the election with the Internal Revenue Service or other
      governmental authority, in addition to any filing and notification required
      pursuant to regulations issued under Code Section 83(b) or other applicable
      provision.








(iii)
      Requirement of Notification Upon Disqualifying Disposition Under Code Section
      421(b). If any Participant shall make any disposition of shares of Stock
      delivered pursuant to the exercise of an ISO under the circumstances described
      in Code Section 421(b) (i.e., a disqualifying disposition), such Participant
      shall notify the Company of such disposition within ten days thereof.





(e) ***Changes
      to the Plan*** .
      The
      Board may amend, suspend or terminate the Plan or the Committee's authority
      to
      grant Awards under the Plan without the consent of stockholders or Participants;
      provided, however, that any amendment to the Plan shall be submitted to the
      Company's stockholders for approval not later than the earliest annual meeting
      for which the record date is at or after the date of such Board action (1)
      if
      such stockholder approval is required by any federal or state law or regulation
      or rule of any stock exchange or automated quotation system on which the Stock
      may then be listed or quoted, (2) if such amendment would materially increase
      the number of shares reserved for issuance and delivery under the Plan, or
      (3)
      to ensure that ISOs granted under the Plan are qualified under Code Section
      422,
      and the Board may otherwise, in its discretion, determine to submit other
      amendments to the Plan to stockholders for approval. The Committee is authorized
      to amend outstanding awards, except to the extent the proposed amended term
      is
      not then permitted under the Plan. The Board and Committee may not amend
      outstanding Awards (including by means of an amendment to the Plan) without
      the
      consent of an affected Participant if such an amendment would materially and
      adversely affect the rights of such Participant with respect to the outstanding
      Award (for this purpose, actions that alter the timing of federal income
      taxation of a Participant will not be deemed material unless such action results
      in an income tax penalty for the Participant, and any discretion that is
      reserved by the Board or Committee with respect to an Award is unaffected by
      this provision). The cancellation of an Award that complies with the provisions
      of Section 9 shall not be considered a violation of the immediately preceding
      sentence. Any authority of the Committee to waive or modify an Award term after
      the Award has been granted does not permit waiver or modification of a term
      that
      would be mandatory under the Plan for any Award newly granted at the date of
      the
      waiver or modification.





(f) ***Right
      of Setoff*** .
      The
      Company or any subsidiary or affiliate may, to the extent permitted by
      applicable law, deduct from and set off against any amounts the Company or
      a
      subsidiary or affiliate may owe to the Participant from time to time, including
      amounts payable in connection with any Award, owed as wages, fringe benefits,
      or
      other compensation owed to the Participant, such amounts as may be owed by
      the
      Participant to the Company, including but not limited to amounts owed under
      Section 10, although the Participant shall remain liable for any part of the
      Participant's payment obligation not satisfied through such deduction and
      setoff. By accepting any Award granted hereunder, the Participant agrees to
      any
      deduction or setoff under this Section 11(f).







(g) ***Unfunded
      Status of Awards; Creation of Trusts*** .
      The
      Plan is intended to constitute an “unfunded” plan for incentive and deferred
      compensation (except for awards involving the transfer of forfeitable property,
      such as Restricted Stock). With respect to any payments not yet made to a
      Participant or obligation to deliver Stock pursuant to an Award, nothing
      contained in the Plan or any Award shall give any such Participant any rights
      that are greater than those of a general creditor of the Company; provided
      that
      the Committee may authorize the creation of trusts and deposit therein cash,
      Stock, other Awards or other property, or make other arrangements to meet the
      Company's obligations under the Plan. Such trusts or other arrangements shall
      be
      consistent with the “unfunded” status of the Plan unless the Committee otherwise
      determines with the consent of each affected Participant.





(h) ***Non-exclusivity
      of the Plan*** .
      Neither
      the adoption of the Plan by the Board nor its submission to the stockholders
      of
      the Company for approval shall be construed as creating any limitations on
      the
      power of the Board or a committee thereof to adopt such other incentive
      arrangements, apart from the Plan, as it may deem desirable, including incentive
      arrangements and awards which do not qualify under Code Section 162(m), and
      such
      other arrangements may be either applicable generally or only in specific cases.





(i) ***Payments
      in the Event of Forfeitures; Fractional Shares*** .
      Unless
      otherwise determined by the Committee, in the event of a forfeiture of an Award
      with respect to which a Participant paid cash consideration, the Participant
      shall be repaid the amount of such cash consideration. No fractional shares
      of
      Stock shall be issued or delivered pursuant to the Plan or any Award. The
      Committee shall determine whether cash, other Awards or other property shall
      be
      issued or paid in lieu of such fractional shares or whether such fractional
      shares or any rights thereto shall be forfeited or otherwise eliminated.





(j) ***Compliance
      with Code Section 162(m).*** It
      is the
      intent of the Company that Options and SARs granted to Covered Employees and
      other Awards designated as Awards to Covered Employees subject to Section 7
      shall constitute qualified “performance-based compensation” within the meaning
      of Code Section 162(m) and regulations thereunder, unless otherwise determined
      by the Committee at the time of grant of an Award. Accordingly, the terms of
      Sections 7(b), (c), and (d), including the definitions of Covered Employee
      and
      other terms used therein, shall be interpreted in a manner consistent with
      Code
      Section 162(m) and regulations thereunder. The foregoing notwithstanding,
      because the Committee cannot determine with certainty whether a given
      Participant will be a Covered Employee with respect to a fiscal year that has
      not yet been completed, the term Covered Employee as used herein shall mean
      only
      a person designated by the Committee as likely to be a Covered Employee with
      respect to a specified fiscal year. If any provision of the Plan or any Award
      document relating to a Performance Award that is designated as intended to
      comply with Code Section 162(m) does not comply or is inconsistent with the
      requirements of Code Section 162(m) or regulations thereunder, such provision
      shall be construed or deemed amended to the extent necessary to conform to
      such
      requirements, and no provision shall be deemed to confer upon the Committee
      or
      any other person discretion to increase the amount of compensation otherwise
      payable in connection with any such Award upon attainment of the applicable
      performance objectives in a manner that would fail to comply with applicable
      regulations under Code Section 162(m).







(k) ***Certain
      Limitations on Awards to Ensure Compliance with Code Section
      409A***


(i) *409A
      Awards and Deferrals.* Other
      provisions of the Plan notwithstanding, the terms of any 409A Award (which
      for
      this purpose means only such an Award held by an employee subject to United
      States federal income tax), including any authority of the Company and rights
      of
      the Participant with respect to the 409A Award, shall be limited to those terms
      permitted under Section 409A, and any terms not permitted under Code Section
      409A shall be modified and limited to the extent necessary to conform with
      Section 409A but only to the extent that such modification or limitation is
      permitted under Code Section 409A and the regulations and guidance issued
      thereunder. The following rules will apply to 409A Awards:





A.
      If a
      Participant is permitted to elect to defer an Award or any payment under an
      Award, such election will be permitted only at times in compliance with Code
      Section 409A;


B.
      The
      Committee may, in its discretion, require or permit on an elective basis a
      change in the distribution terms applicable to 409A Awards (and Non-409A Awards
      that qualify for the short-term deferral exemption under Code Section 409A)
      during 2007 in accordance with, and to the fullest extent permitted by,
      applicable IRS guidance under Code Section 409A, provided that any modifications
      to an outstanding Award or permitted election of different deferral periods
      may
      not otherwise increase the benefits to a Participant or the costs of such Award
      to the Company (aside from administrative costs and costs relating to the timing
      of tax deductions);


C.
      Exercise and Distribution. Except as provided in Section 11(k)(i)D hereof,
      no
      409A Award shall be exercisable (if the exercise would result in a distribution)
      or otherwise distributable to a Participant (or his or her beneficiary) earlier
      than upon one of the following:


1.
      Specified Time. A specified time or a fixed schedule set forth in the written
      instrument evidencing the 409A Award.


2.
      Separation from Service. Separation from service (within the meaning of Code
      Section 409A) by the Participant; provided, however, that if the Participant
      is
      a “key employee” (as defined in Code Section 416(i) without regard to paragraph
      (5) thereof) and any of the Company’s Stock is publicly traded on an established
      securities market or otherwise, exercise or distribution under this Section
      11(k)(i)C2 may not be made before the date that is six months after the date
      of
      separation from service.


3.
      Death.
      The date of death of the Participant.





4.
      Disability. The date the Participant becomes disabled (as defined
      below).


5.
      Unforeseeable Emergency. The occurrence of an unforeseeable emergency (as
      defined below), but only if the net value (after payment of the exercise price)
      of the number of shares of Stock that become issuable does not exceed the
      amounts necessary to satisfy such emergency plus amounts necessary to pay taxes
      reasonably anticipated as a result of the exercise, after taking into account
      the extent to which the emergency is or may be relieved through reimbursement
      or
      compensation by insurance or otherwise or by liquidation of the Participant’s
      other assets (to the extent such liquidation would not itself cause severe
      financial hardship).


6.
      Change
      in Control Event. The occurrence of a Change in Control Event (as defined
      below), including the Company’s discretionary exercise of the right to
      accelerate vesting of such grant upon a Change in Control Event or to terminate
      the Plan or any 409A Award granted hereunder within 12 months of the Change
      in
      Control Event.


D.
      No
      Acceleration. The exercise or distribution of a 409A Award may not be
      accelerated prior to the time specified in Section 11(k)(i)D hereof, except
      in
      the case of one of the following events:





1.
      Domestic Relations Order. The 409A Award may permit the acceleration of the
      exercise or distribution time or schedule to an individual other than the
      Participant as may be necessary to comply with the terms of a domestic relations
      order (as defined in Section 414(p)(1)(B) of the Code).


2.
      Conflicts of Interest. The 409A Award may permit the acceleration of the
      exercise or distribution time or schedule as may be necessary to comply with
      the
      terms of a certificate of divestiture (as defined in Section 1043(b)(2) of
      the
      Code).


3.
      Change. The Committee may exercise the discretionary right to accelerate the
      vesting of such 409A Award upon a Change in Control or to terminate the Plan
      or
      any 409A Award granted thereunder within 12 months of the Change in Control
      Event and cancel the 409A Award for compensation.





E.
      Definitions. Solely for purposes of this Section 11(k) and not for other
      purposes of the Plan, the following terms shall be defined as set forth
      below:





1.
      “Change in Control” means the occurrence of a change in the ownership of the
      Company, a change in effective control of the Company, or a change in the
      ownership of a substantial portion of the assets of the Company (as defined
      in
      Treasury Regulation § 1.409A-3(i)(5)(vi)).


2.
      “Disabled” means a Participant who (i) is unable to engage in any substantial
      gainful activity by reason of any medically determinable physical or mental
      impairment that can be expected to result in death or can be expected to last
      for a continuous period of not less than 12 months, or (ii) is, by reason of
      any
      medically determinable physical or mental impairment that can be expected to
      result in death or can be expected to last for a continuous period of not less
      than 12 months, receiving income replacement benefits for a period of not less
      than three months under an accident and health plan covering employees of the
      Company or its Subsidiaries.








3.
      “Unforeseeable Emergency” means a severe financial hardship to the Participant
      resulting from an illness or accident of the Participant, the Participant’s
      spouse, or a dependent (as defined in Code Section 152, without regard to Code
      Sections 152(b)(1), (b)(2), and (d)(1)(B)) of the Participant, loss of the
      Participant’s property due to casualty, or similar extraordinary and
      unforeseeable circumstances arising as a result of events beyond the control
      of
      the Participant.


F.
      In the
      case of any distribution of a 409A Award, subject to any more restrictive timing
      rule contained in an applicable Award agreement or other governing document,
      the
      distribution shall be made at a date (specified by the Company without control
      by the Participant) not later than two and one half months after the date at
      which the settlement of the Award is specified to occur but, in the case of
      a
      distribution “at a specified time or pursuant to a fixed schedule” subject to
      Treasury Regulation 1.409A-3(i)(1), in no event after the end of the
      Participant’s taxable year in which the settlement date falls;


G.
      If any
      portion of an Award that is scheduled to vest at a single specified date (a
      vesting “tranche”) is partly deemed a 409A Award and partly deemed exempt from
      Code Section 409A (as a short-term deferral or otherwise), the time of
      settlement of the entire tranche will be governed by the distribution rules
      applicable to the 409A Award; and


H.
      The
      rules applicable to 409A Awards under this Section 11(k)(i) constitute further
      restrictions on terms of Awards set forth elsewhere in this Plan. Thus, for
      example, a 409A Option/SAR shall be subject to restrictions, including
      restrictions on rights otherwise specified in Section 6(b) or 6(c), in order
      that such Award shall not result in constructive receipt of income before
      exercise or tax penalties under Code Section 409A.


(ii) *Rules
      Applicable to Certain Participants Transferred* to *Affiliates.* For
      purposes of determining a separation from service (where the use of the
      following modified definition is based upon legitimate business criteria),
      in
      applying Code Sections 1563(a)(1), (2) and (3) for purposes of determining
      a
      controlled group of corporations under Code Section 414(b), the language “at
      least 20 percent” shall be used instead of “at least 80 percent” at each place
      it appears in Sections 1563(a)(1), (2) and (3), and in applying Treasury
      Regulation § 1.414(c)-2 (or any successor provision) for purposes of determining
      trades or businesses (whether or not incorporated) that are under common control
      for purposes of Code Section 414(c), the language “at least 20 percent” shall be
      used instead of “at least 80 percent” at each place it appears in Treasury
      Regulation § 1.414(c)-2.


(iii) *Distributions
      Upon Vesting.* In
      the
      case of any Award providing for a distribution upon the lapse of a risk of
      forfeiture, if the timing of such distribution is not otherwise specified in
      the
      Plan or an Award agreement or other governing document, the distribution shall
      be made not later than March 15 of the year following the year in which the
      risk
      of forfeiture lapsed.


(iv) *Scope
      and Application of this Provision.* For
      purposes of this Section 11(k), references to a term or event (including any
      authority or right of the Company or a Participant) being “permitted” under Code
      Section 409A mean that the term or event will not cause the Participant to
      be
      deemed to be in constructive receipt of compensation relating to the 409A Award
      prior to the distribution of cash, shares or other property or to be liable
      for
      payment of interest or a tax penalty under Section 409A.







(l) ***Governing
      Law*** .
      The
      validity, construction, and effect of the Plan, any rules and regulations
      relating to the Plan and any Award document shall be determined in accordance
      with the laws of the State of Delaware, without giving effect to principles
      of
      conflicts of laws, and applicable provisions of federal law.





(m) ***Awards
      to Participants Outside the United States*** .
      The
      Committee may modify the terms of any Award under the Plan made to or held
      by a
      Participant who is then resident or primarily employed outside of the United
      States, or establish one or more sub-plans for such Participants, in any manner
      deemed by the Committee to be necessary or appropriate in order that such Award
      shall conform to laws, regulations, and customs of the country in which the
      Participant is then resident or primarily employed, or so that the value and
      other benefits of the Award to the Participant, as affected by foreign tax
      laws
      and other restrictions applicable as a result of the Participant's residence
      or
      employment abroad shall be comparable to the value of such an Award to a
      Participant who is resident or primarily employed in the United States. An
      Award
      may be modified under this Section 11(m) in a manner that is inconsistent with
      the express terms of the Plan, so long as such modifications will not contravene
      any applicable law or regulation or result in actual liability under Section
      16(b) for the Participant whose Award is modified.





(n) ***Limitation
      on Rights Conferred under Plan*** .
      Neither
      the Plan nor any action taken hereunder shall be construed as (i) giving any
      Eligible Person or Participant the right to continue as an Eligible Person
      or
      Participant or in the employ or service of the Company or a subsidiary or
      affiliate, (ii) interfering in any way with the right of the Company or a
      subsidiary or affiliate to terminate any Eligible Person's or Participant's
      employment or service at any time (subject to the terms and provisions of any
      separate written agreements), (iii) giving an Eligible Person or Participant
      any
      claim to be granted any Award under the Plan or to be treated uniformly with
      other Participants and employees, or (iv) conferring on a Participant any of
      the
      rights of a stockholder of the Company unless and until the Participant is
      duly
      issued or transferred shares of Stock in accordance with the terms of an Award
      or an Option or SAR is duly exercised. Except as expressly provided in the
      Plan
      and an Award document, neither the Plan nor any Award document shall confer
      on
      any person other than the Company and the Participant any rights or remedies
      thereunder. Any Award shall not be deemed compensation for purposes of computing
      benefits under any retirement plan of the Company or any subsidiary or affiliate
      and shall not affect any benefits under any other benefit plan at any time
      in
      effect under which the availability or amount of benefits is related to the
      level of compensation (unless required by any such other plan or arrangement
      with specific reference to Awards under this Plan). None of the Committee,
      the
      Board, the Company, any affiliate of the Company or any officer or employee
      of
      the Company or affiliate of the Company shall have any liability for any tax
      consequences to a Participant (including under Code Section 409A) that may
      arise
      due to the grant, vesting, exercise, modification or termination of any Award
      or
      otherwise in connection with an Award.







(o) ***Severability*** .
      If any
      of the provisions of this Plan or any Award document is finally held to be
      invalid, illegal or unenforceable (whether in whole or in part), such provision
      shall be deemed modified to the extent, but only to the extent, of such
      invalidity, illegality or unenforceability, and the remaining provisions shall
      not be affected thereby; provided, that, if any of such provisions is finally
      held to be invalid, illegal, or unenforceable because it exceeds the maximum
      scope determined to be acceptable to permit such provision to be enforceable,
      such provision shall be deemed to be modified to the minimum extent necessary
      to
      modify such scope in order to make such provision enforceable hereunder. No
      rule
      of strict construction shall be applied against the Company, the Committee,
      or
      any other person in the interpretation of any terms of the Plan, Award, or
      agreement or other document relating thereto.





(p) ***Plan
      Effective Date and Termination*** .
      The
      Plan shall become effective if, and at such time as, the stockholders of the
      Company have approved it by the affirmative votes of the holders of a majority
      of the voting securities of the Company present, or represented, and entitled
      to
      vote on the subject matter at a duly held meeting of stockholders, which shall
      be the Effective Date. Upon such approval of the Plan by the stockholders of
      the
      Company, no further awards shall be granted under the Preexisting Plan, but
      any
      outstanding awards under the Preexisting Plan shall continue in accordance
      with
      their terms (and any authority to amend those awards will continue under the
      Preexisting Plan). Unless earlier terminated by action of the Board of
      Directors, the authority of the Committee to make grants under the Plan shall
      terminate on the date that is ten years after the latest date upon which
      stockholders of the Company have approved the Plan, and the Plan will remain
      in
      effect until such time as no Stock remains available for delivery under the
      Plan
      and the Company has no further rights or obligations under the Plan with respect
      to outstanding Awards under the Plan.