ex10-1.htm


    
      Exhibit
10.1

      


       

      


       

      


       

      THE
COMTECH TELECOMMUNICATIONS CORP.

       

       

      2000
STOCK INCENTIVE PLAN

       

       

      AMENDED
AND RESTATED 

       

       

      EFFECTIVE
OCTOBER 18, 2009

       

      

        (Incorporating
Amendments Effective on or Before November 9, 2009)

         



       

       

       

       


      
        
          
             

          

           


        

        
          1

          
            

          

        

        
           


        

      


      TABLE
OF CONTENTS


      
         

        
          	 	Page	 
	
                  ARTICLE
      I PURPOSE 

                	5	 
	 	 	 
	
                  ARTICLE
      II DEFINITIONS

                	5	 
	
                  2.1            "Acquisition
      Event"

                	5	 
	
                  2.2           
      "Affiliate"

                	5	 
	
                  2.3           
      "Award" 

                	5	 
	
                  2.4           
      "Board" 

                	5	 
	
                  2.5           
      "Cause" 

                	5	 
	
                  2.6           
      "Change in Control"

                	6	 
	
                  2.7           
      "Code" 

                	6	 
	
                  2.8           
      "Committee" 

                	6	 
	
                  2.9           
      "Common Stock"

                	6	 
	
                  2.10          "Company"

                	6	 
	
                  2.11          "Consultant"

                	6	 
	
                  2.12          "Detrimental
      Activity" 

                	6	 
	
                  2.13          "Disparagement" 

                	7	 
	
                  2.14          "Disability" 

                	7	 
	
                  2.15          "Effective
      Date"

                	7	 
	
                  2.16          "Eligible
      Employee" 

                	7	 
	
                  2.17          "Exchange
      Act" 

                	7	 
	
                  2.18          "Family
      Member" 

                	7	 
	
                  2.19          "Fair
      Market Value" 

                	7	 
	
                  2.20          "Foreign
      Jurisdiction" 

                	8	 
	
                  2.21          "Incentive
      Stock Option"

                	8	 
	
                  2.22          "Limited
      Stock Appreciation Right"

                	8	 
	
                  2.23          "Non-Employee
      Director" 

                	8	 
	
                  2.24          "Non-Qualified
      Stock Option" 

                	8	 
	
                  2.25          "Non-Tandem
      Stock Appreciation Right"

                	8	 
	
                  2.26          "Other
      Stock-Based Award" 

                	8	 
	
                  2.27          "Parent" 

                	8	 
	
                  2.28          "Participant" 

                	8	 
	
                  2.29          "Performance
      Criteria" 

                	8	 
	
                  2.30          "Performance
      Cycle" 

                	8	 
	
                  2.31          "Performance
      Goal" 

                	8	 
	
                  2.32          "Performance
      Period" 

                	8	 
	
                  2.33          "Performance
      Share" 

                	8	 
	
                  2.34          "Performance
      Unit" 

                	8	 
	
                  2.35          "Performance
      Unit Cycle" has the meaning set forth in Section 10.2

                	9	 
	
                  2.36          "Plan"

                	9	 
	
                  2.37          "Reference
      Stock Option"

                	9	 
	
                  2.38          "Restricted
      Stock" 

                	9	 
	
                  2.39          "Restriction
      Period"

                	9	 
	
                  2.40          "Retirement"

                	9	 


        

        
          
            
              	
                      2.41          “Rule
      16b-3” 

                    	9	 
	
                      2.42          “Section
      162(m) of the Code” 

                    	9	 
	
                      2.43          “Section
      409A of the Code” 

                    	9	 
	
                      2.44          “Securities
      Act” 

                    	9	 
	
                      2.45          “Stock
      Appreciation Right” or "SAR"

                    	9	 
	
                      2.46          “Stock
      Option” or "Option"

                    	9	 
	
                      2.47          “Subsidiary” 

                    	9	 


            

             

            
              
                
                

              

              
                2

                
                  

                

              

              
                
                

              

            

             

            
              	
                      2.48          “Tandem
      Stock Appreciation Right” 

                    	9	 


            

            
              	
                      2.49          “Ten
      Percent Stockholder” 

                    	9	 
	
                      2.50          “Termination
      of Consultancy” 

                    	9	 
	
                      2.51          “Termination
      of Directorship” 

                    	10	 
	
                      2.52          “Termination
      of Employment” 

                    	10	 
	
                      2.53          “Transfer” 

                    	10	 
	 	 	 
	
                      ARTICLE
      III ADMINISTRATION 

                    	10	 
	
                      3.1           
      The Committee 

                    	10	 
	
                      3.2           
      Grants of Awards 

                    	10	 
	
                      3.3           
      Guidelines 

                    	11	 
	
                      3.4           
      Decisions Final 

                    	11	 
	
                      3.5           
      Reliance on Counsel 

                    	11	 
	
                      3.6           
      Procedures 

                    	11	 
	
                      3.7          
       Designation of Consultants/Liability

                    	12	 
	 	 	 
	
                      ARTICLE
      IV SHARE AND OTHER LIMITATIONS 

                    	12	 
	
                      4.1           
      Shares

                    	12	 
	
                      4.2           
      Changes

                    	14	 
	
                      4.3           
      Minimum Purchase Price 

                    	15	 
	
                      4.4           
      Assumption of Awards 

                    	15	 
	 	 	 
	
                      ARTICLE
      V ELIGIBILITY 

                    	15	 
	
                      5.1           
      General Eligibility 

                    	15	 
	
                      5.2           
      Incentive Stock Options 

                    	15	 
	
                      5.3           
      Non-Employee Directors 

                    	15	 
	 	 	 
	
                      ARTICLE
      VI STOCK OPTIONS 

                    	15	 
	
                      6.1           
      Stock Options 

                    	15	 
	
                      6.2          
       Grants 

                    	15	 
	
                      6.3           
      Terms of Stock Options 

                    	15	 
	 	 	 
	
                      ARTICLE
      VII STOCK APPRECIATION RIGHTS 

                    	17	 
	
                      7.1           
      Tandem Stock Appreciation Rights 

                    	17	 
	
                      7.2           
      Terms and Conditions of Tandem Stock Appreciation
    Rights 

                    	17	 
	
                      7.3           
      Non-Tandem Stock Appreciation Rights 

                    	18	 
	
                      7.4           
      Terms and Conditions of Non-Tandem Stock Appreciation
      Rights 

                    	18	 
	
                      7.5           
      Limited Stock Appreciation Rights 

                    	19	 
	 	 	 
	
                      ARTICLE
      VIII RESTRICTED STOCK 

                    	20	 
	
                      8.1           
      Awards of Restricted Stock 

                    	20	 
	
                      8.2           
      Awards and Certificates 

                    	20	 
	
                      8.3           
      Restrictions and Conditions on Restricted Stock
    Awards 

                    	20	 
	 	 	 
	
                      ARTICLE
      IX PERFORMANCE SHARES 

                    	21	 
	
                      9.1          
       Award of Performance Shares 

                    	21	 


            

          

          
            
              	
                      9.2            Terms
      and Conditions 

                    	22	 
	 	 	 
	
                      ARTICLE
      X CASH INCENTIVE AWARDS AND PERFORMANCE UNITS 

                    	23	 
	
                      10.1          Cash
      Incentive Awards 

                    	23	 
	
                      10.2          Awards
      of Performance Units 

                    	23	 
	
                      10.3          Terms
      and Conditions 

                    	23	 
	 	 	 
	
                      ARTICLE
      XI OTHER STOCK-BASED AWARDS 

                    	25	 
	
                      11.1          Other
      Awards 

                    	25	 
	
                      11.2          Terms
      and Conditions 

                    	25	 
	 	 	 
	
                      ARTICLE
      XII NON-TRANSFERABILITY AND TERMINATION  OF
      EMPLOYMENT/CONSULTANCY

                    	26	 
	
                      12.1          Non-Transferability 

                    	26	 
	
                      12.2          Termination
      of Employment or Termination of Consultancy 

                    	26	 
	 	 	 
	
                      ARTICLE
      XIII NON-EMPLOYEE DIRECTOR STOCK OPTION GRANTS 

                    	27	 
	
                      13.1          Stock
      Options 

                    	27	 


            

            
               

              
                
                

              

              
                3

                
                  

                

              

              
                
                

              

            

             

            
              	
                      13.2          Grants 

                    	27	 


            

            
              	
                      13.3          Non-Qualified
      Stock Options 

                    	28	 
	
                      13.4          Terms
      of Stock Options 

                    	28	 
	
                      13.5          Termination
      of Directorship 

                    	28	 
	
                      13.6          Acceleration
      of Exercisability 

                    	29	 
	
                      13.7          Changes

                    	29	 
	 	 	 
	
                      ARTICLE
      XIV CHANGE IN CONTROL PROVISIONS 

                    	29	 
	
                      14.1          Benefits 

                    	29	 
	
                      14.2          Change
      in Control 

                    	30	 
	 	 	 
	
                      ARTICLE
      XV TERMINATION OR AMENDMENT OF PLAN 

                    	31	 
	 	 	 
	
                      ARTICLE
      XVI UNFUNDED PLAN 

                    	32	 
	
                      16.1          Unfunded
      Status of Plan 

                    	32	 
	 	 	 
	
                      ARTICLE
      XVII GENERAL PROVISIONS 

                    	32	 
	
                      17.1          Legend 

                    	32	 
	
                      17.2          Other
      Plans 

                    	32	 
	
                      17.3          Right
      to Employment/Consultancy 

                    	32	 
	
                      17.4        
       Withholding of Taxes 

                    	32	 
	
                      17.5          Listing
      and Other Conditions

                    	32	 
	
                      17.6          Governing
      Law 

                    	33	 
	
                      17.7          Construction 

                    	33	 
	
                      17.8          Other
      Benefits 

                    	33	 
	
                      17.9          Costs 

                    	33	 
	
                      17.10            
      No Right to Same Benefits 

                    	33	 
	
                      17.11            
      Death/Disability 

                    	33	 
	
                      17.12            
      Section 16(b) of the Exchange Act 

                    	33	 
	
                      17.13            
      Section 409A of the Code 

                    	33	 
	
                      17.14           
       Severability of Provisions 

                    	34	 
	
                      17.15            
      Headings and Captions 

                    	34	 
	 	 	 
	
                      ARTICLE
      XVIII EFFECTIVE DATE OF PLAN 

                    	34	 
	 	 	 
	
                      ARTICLE
      XIX TERM OF PLAN 

                    	34	 


            

          

           

        

      

      
        
          
             

          

           


        

        
          4

          
            

          

        

        
           


        

      


       

      THE
COMTECH TELECOMMUNICATIONS CORP.

       

      
        	
                2000
      STOCK INCENTIVE PLAN

              


      

       

      AMENDED
AND RESTATED

       

      EFFECTIVE
OCTOBER 18, 2009

       

       

      ARTICLE
I

       

      PURPOSE

       

      The
purpose of The Comtech Telecommunications Corp. 2000 Stock Incentive Plan is to
enhance the profitability and value of the Company for the benefit of its
stockholders by enabling the Company: (i) to offer employees of, and
Consultants to, the Company and its Affiliates stock-based incentives and other
equity interests in the Company and cash-based incentive Awards, thereby
creating a means to attract, retain, motivate and reward such individuals and,
through awards with a value based on the value of Company stock, to strengthen
the mutuality of interests between such individuals and the Company's
stockholders; and (ii) to make equity based awards to Non-Employee
Directors, thereby creating a means to attract, retain and reward such
Non-Employee Directors and strengthen the mutuality of interests between
Non-Employee Directors and the Company's stockholders.

       

      ARTICLE
II

       

      DEFINITIONS

       

      For
purposes of this Plan, the following terms shall have the following
meanings:

      2.1 "Acquisition
Event" has the
meaning set forth in Section 4.2(d).

       

      2.2 "Affiliate"
means
each of the following: (i) any Subsidiary; (ii) any Parent;
(iii) any corporation, trade or business (including, without limitation, a
partnership or limited liability company) which is directly or indirectly
controlled 50% or more (whether by ownership of stock, assets or an equivalent
ownership interest or voting interest) by the Company or one of its Affiliates;
and (iv) any other entity in which the Company or any of its Affiliates has
a material equity interest and which is designated as an "Affiliate" by
resolution of the Committee.

       

      2.3 "Award"
means any
award under this Plan of any:   (i) Stock Option;
(ii) Stock Appreciation Right; (iii) Restricted Stock;
(iv) Performance Share; (v) Performance Unit; (vi) Other
Stock-Based Award; (vii) other award providing benefits similar to
(i) through (vi) designed to meet the requirements of a Foreign
Jurisdiction; or (viii) cash incentive Award awarded under Section
10.1.  An Award other than a cash incentive Award is referred to as an
“Equity Award.”

       

      2.4 "Board"
means the
Board of Directors of the Company.

       

      2.5 "Cause"
means,
with respect to a Participant's Termination of Employment or Termination of
Consultancy:  (i) in the case where there is no employment
agreement, consulting agreement, change in control agreement or similar
agreement in effect between the Company or an Affiliate and the 

       

      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

         

        Participant
at the time of the grant of the Award (or where there is such an agreement but
it does not define "cause" (or words of like import)), termination due to a
Participant's commission of a fraud or a felony in connection with his or her
duties as an employee of the Company or an Affiliate, willful misconduct or any
act of disloyalty, dishonesty, fraud, breach of trust or confidentiality as to
the Company or an Affiliate or any other act which is intended to cause or may
reasonably be expected to cause economic or reputational injury to the Company
or an Affiliate; or (ii) in the case where there is an employment
agreement, consulting agreement, change in control agreement or similar
agreement in effect between the Company or an Affiliate and the Participant at
the time of the grant of the Award that defines "cause" (or words of like
import), as defined under such agreement; provided, however, that with regard to
any agreement that conditions "cause" on occurrence of a change in control, such
definition of "cause" shall not apply until a change in control actually takes
place and then only with regard to a termination thereafter.  With
respect to a Participant's Termination of Directorship, "cause" shall mean an
act or failure to act that constitutes cause for removal of a director under
applicable Delaware law.

      

       

      2.6 "Change
in Control" has the
meaning set forth in Article XIII or Article XIV, as applicable.

       

      2.7 "Code"
means the
Internal Revenue Code of 1986, as amended.  Any reference to any
section of the Code shall also be a reference to any successor
provision.

       

      2.8 "Committee"
means:  (a) with
respect to the application of this Plan to Eligible Employees and Consultants, a
committee or subcommittee of the Board appointed from time to time by the Board,
which committee or subcommittee shall consist of two or more Non-Employee
Directors, each of whom is intended to be, to the extent required by Rule 16b-3,
a "non-employee director" as defined in Rule 16b-3 and, to the extent required
by Section 162(m) of the Code and any regulations thereunder, an "outside
director" as defined under Section 162(m) of the Code; provided, however, that
if and to the extent that no Committee exists which has the authority to
administer this Plan, the functions of the Committee shall be exercised by the
Board and all references herein to the Committee shall  be deemed to
be references to the Board; and (b) with respect to the application of this
Plan to Non-Employee Directors, the Board.

       

      2.9 "Common
Stock" means the
common stock, $.10 par value per share, of the Company.

       

      2.10 "Company"
means
Comtech Telecommunications Corp., a Delaware corporation, and its successors by
operation of law.

       

      2.11 "Consultant"
means any
advisor or consultant to the Company or its Affiliates.

       

      2.12 "Detrimental
Activity" means  (a) the
disclosure to anyone outside the Company or its Affiliates, or the use in any
manner other than in the furtherance of the Company's or its Affiliate's
business, without written authorization from the Company, of any confidential
information or proprietary information, relating to the business of the Company
or its Affiliates, acquired by a Participant prior to the Participant's
Termination;  (b) activity while employed that results, or if
known could result, in the Participant's Termination that is classified by the
Company as a Termination for Cause;  (c) any attempt, directly or
indirectly, to solicit, induce or hire (or the identification for solicitation,
inducement or hire) any non-clerical employee of the Company or its Affiliates
to be employed by, or to perform services for, the Participant or any person or
entity with which the Participant is associated (including, but not limited to,
due to the Participant's employment by, consultancy for, equity interest in, or
creditor relationship with such person or entity) or any person or entity from
which the Participant receives direct or indirect compensation or fees as a
result of such solicitation, inducement or hire (or the identification for
solicitation, inducement or hire) without, in all cases, written authorization
from the Company;  (d) any attempt, directly or indirectly, to
solicit in a competitive manner any current or prospective customer of the
Company or its Affiliates without, in all cases, written authorization from the
Company;  (e) the Participant's Disparagement, or inducement of
others to do so, of the Company or its Affiliates or their past and present
officers, directors, employees or products;  (f) without written
authorization from the Company, the rendering of services for any organization,
or engaging, directly or indirectly, in any business, which is competitive with
the Company or its Affiliates, 

       

      
        
          
          

        

        
          6

          
            

          

        

        
          
          

        

         

        or which
organization or business, or the rendering of services to such organization or
business, is otherwise prejudicial to or in conflict with the interests of the
Company or its Affiliates, or (g) breach of any agreement between the
Participant and the Company or an Affiliate (including, without limitation, any
employment agreement or non-competition or non-solicitation
agreement).  Unless otherwise determined by the Committee at grant,
Detrimental Activity shall not be deemed to occur after the end of the one-year
period following the Participant's Termination.   For purposes of
subsections (a), (c), (d) and (f) above, the Chief Executive Officer and
the General Counsel of the Company shall each have authority to provide the
Participant with written authorization to engage in the activities contemplated
thereby and no other person shall have authority to provide the Participant with
such authorization.

      

       

      2.13 "Disparagement"
means
making comments or statements to the press, the Company's or its Affiliates'
employees, consultants or any individual or entity with whom the Company or its
Affiliates has a business relationship which would adversely affect in any
manner:  the conduct of the business of the Company or its Affiliates
(including, without limitation, any products or business plans or prospects), or
the business reputation of the Company or its Affiliates, or any of their
products, or their past or present officers, directors or
employees.

       

      2.14 "Disability"
means,
with respect to an Eligible Employee, Consultant or Non-Employee Director, a
permanent and total disability, as determined by the Committee in its sole
discretion, provided that in no event shall any disability that is not a
permanent and total disability, as defined in Section 22(e)(3) of the Code,
shall be treated as a Disability.  A Disability shall only be deemed
to occur at the time of the determination by the Committee of the
Disability.  Notwithstanding the foregoing, for Awards that are
subject to Section 409A of the Code, Disability shall mean that a Participant is
disabled under Section 409A(a)(2)(C)(i) of the Code.

       

      2.15 "Effective
Date" means the
effective date of this Plan as defined in Article XVIII.

       

      2.16 "Eligible
Employee" means
each employee of the Company or an Affiliate.

       

      2.17 "Exchange
Act" means the
Securities Exchange Act of 1934, as amended.  Any references to any
section of the Exchange Act shall also be a reference to any successor
provision.

       

      2.18 "Family
Member" shall
mean "family member" as defined in Section A1(a)(5) of the general instructions
of Form S-8.

       

      2.19 "Fair
Market Value" means,
unless otherwise required by any applicable provision of the Code or any
regulations issued thereunder, as of any date, the last sales price for the
Common Stock or the average of trading prices for Common Stock on the applicable
date, as specified by the Committee:  (i) as reported on the
principal national securities exchange on which it is then traded or The Nasdaq
Stock Market LLC or (ii) if not traded on any such national securities
exchange or The Nasdaq Stock Market LLC as quoted on an automated quotation
system sponsored by the National Association of Securities Dealers,
Inc.  If the Common Stock is not readily tradable on a national
securities exchange, The Nasdaq Stock Market LLC or any automated quotation
system sponsored by the National Association of Securities Dealers, Inc., its
Fair Market Value shall be set in good faith by the
Committee.  Notwithstanding anything herein to the contrary, "Fair
Market Value" means the price for Common Stock set by the Committee in good
faith based on reasonable methods set forth under Section 422 of the Code and
the regulations thereunder including, without limitation, a method utilizing the
average of prices of the Common Stock reported on the principal national
securities exchange on which it is then traded during a reasonable period
designated by the Committee.  For purposes of the grant of any Stock
Option or Stock Appreciation Right, the applicable date shall be the date of
grant of the Stock Option or Stock Appreciation Right (which must be at or after
the date on which such grant is duly authorized) or, if so specified by the
Committee, the latest trading date for which the last sales price or average
trading price is available at the time of grant, provided that for purposes of
the exercise of any Stock Option or Stock Appreciation Right, the applicable
date shall be the date a notice of exercise is received by the Secretary of the
Company or, if not a day on which the applicable market is open, the next day
that it is open.  For purposes of the conversion of a Performance Unit
to shares of Common 

       

      
        
          
          

        

        
          7

          
            

          

        

        
          
          

        

         

        Stock for
reference purposes, the applicable date shall be the date determined by the
Committee in accordance with Section 10.2

      

       

      2.20 "Foreign
Jurisdiction" means any
jurisdiction outside of the United States including, without limitation,
countries, states, provinces and localities.

       

      2.21 "Incentive
Stock Option" means any
Stock Option awarded to an Eligible Employee under this Plan intended to be and
designated as an "Incentive Stock Option" within the meaning of Section 422 of
the Code.

       

      2.22 "Limited
Stock Appreciation Right" means an
Award of a limited Tandem Stock Appreciation Right or a Non-Tandem Stock
Appreciation Right made pursuant to Section 7.5 of this Plan.

       

      2.23 "Non-Employee
Director" means a
director of the Company who is not an active employee of the Company or an
Affiliate and who is not an officer, director or employee of the Company or any
Affiliate.

       

      2.24 "Non-Qualified
Stock Option" means any
Stock Option awarded under this Plan that is not an Incentive Stock
Option.

       

      2.25 "Non-Tandem
Stock Appreciation Right" means a
Stock Appreciation Right entitling a Participant to receive an amount in cash or
Common Stock (as determined by the Committee in its sole discretion) equal to
the excess of:  (i) the Fair Market Value of a share of Common
Stock as of the date such right is exercised, over (ii) the aggregate
exercise price of such right.

       

      2.26 "Other
Stock-Based Award" means an
Award of Common Stock and other Awards made pursuant to Article XI that are
valued in whole or in part by reference to, or are payable in or otherwise based
on, Common Stock, including, without limitation, an Award valued by reference to
performance of an Affiliate.

       

      2.27 "Parent"
means any
parent corporation of the Company within the meaning of Section 424(e) of the
Code.

       

      2.28 "Participant"
means any
Eligible Employee or Consultant to whom an Award has been made under this Plan
and each Non-Employee Director of the Company; provided, however, that a
Non-Employee Director shall be a Participant for purposes of the Plan solely
with respect to awards of Stock Options pursuant to Article XIII.

       

      2.29 "Performance
Criteria" has the
meaning set forth in Exhibit A.

       

      2.30 "Performance
Cycle" has the
meaning set forth in Section 10.1.

       

      2.31 "Performance
Goal" means the
objective performance goals established by the Committee in accordance with
Section 162(m) of the Code and based on one or more Performance
Criteria.

       

      2.32 "Performance
Period" has the
meaning set forth in Section 9.1.

       

      2.33 "Performance
Share" means an
Award made pursuant to Article IX of this Plan of the right to receive Common
Stock or, as determined by the Committee in its sole discretion, cash of an
equivalent value at the end of the Performance Period or
thereafter.

       

      2.34 "Performance
Unit" means an
Award made pursuant to Article X of this Plan of the right to receive a fixed
dollar amount, payable in cash or Common Stock (or a combination of both) as
determined by the Committee in its sole discretion, at the end of a specified
Performance Unit Cycle or thereafter.

       

      
        
          
          

        

        
          8

          
            

          

        

        
          
          

        

      

       

      2.35 "Performance
Unit Cycle" has the meaning set forth in Section 10.2.

       

      2.36 "Plan"
means The
Comtech Telecommunications Corp. 2000 Stock Incentive Plan.

       

      2.37 "Reference
Stock Option" has the
meaning set forth in Section 7.1.

       

      2.38 "Restricted
Stock" means an
Award of shares of Common Stock under this Plan that is subject to restrictions
under Article VIII.

       

      2.39 "Restriction
Period" has the
meaning set forth in Section 8.3(a) with respect to Restricted
Stock.

       

      2.40 "Retirement"
means a
Termination of Employment or Termination of Consultancy other than a termination
for Cause or due to death or Disability by a Participant at or after age 65 or
such earlier date after age 50 as may be approved by the Committee with regard
to such Participant.  With respect to a Participant's Termination of
Directorship, Retirement shall mean the failure to stand for reelection or the
failure to be reelected at or after a Participant has attained age 65 or, with
the consent of the Board, before age 65 but after age 50.

       

      2.41 "Rule
16b-3" means
Rule 16b-3 under Section 16(b) of the Exchange Act as then in effect or any
successor provisions.

       

      2.42 "Section
162(m) of the Code" means
Section 162(m) of the Code and any Treasury regulations thereunder.

       

      2.43 "Section
409A of the Code" means
Section 409A of the Code and any Treasury regulations thereunder.

       

      2.44 "Securities
Act" means the
Securities Act of 1933, as amended.  Any reference to any section of
the Securities Act shall also be a reference to any successor
provision.

       

      2.45 "Stock
Appreciation Right" or "SAR" means the
right pursuant to an Award granted under Article VII.

       

      2.46 "Stock
Option" or "Option" means any
option to purchase shares of Common Stock granted to Eligible Employees or
Consultants under Article VI or to Non-Employee Directors under Article
XIII.

       

      2.47 "Subsidiary"
means any
subsidiary corporation of the Company within the meaning of Section 424(f) of
the Code.

       

      2.48 "Tandem
Stock Appreciation Right" means a
Stock Appreciation Right entitling the holder to surrender to the Company all
(or a portion) of a Stock Option in exchange for an amount in cash or Common
Stock (as determined by the Committee in its sole discretion) equal to the
excess of:  (i) the Fair Market Value, on the date such Stock
Option (or such portion thereof) is surrendered, of the Common Stock covered by
such Stock Option (or such portion thereof), over (ii) the aggregate
exercise price of such Stock Option (or such portion thereof).

       

      2.49 "Ten
Percent Stockholder" means a
person owning stock possessing more than 10% of the total combined voting power
of all classes of stock of the Company, its Subsidiaries or its
Parent.

       

      2.50 "Termination
of Consultancy" means,
with respect to a Consultant, that the Consultant is no longer acting as a
consultant to the Company or an Affiliate.  In the event an entity
shall cease to be an Affiliate, there shall be deemed a Termination of
Consultancy of any individual who is not 

       

      
        
          
          

        

        
          9

          
            

          

        

        
          
          

        

         

        otherwise
a Consultant to the Company or another Affiliate at the time the entity ceases
to be an Affiliate.  In the event that a Consultant becomes an
Eligible Employee upon the termination of his consultancy, the Committee, in its
sole and absolute discretion, may determine that no Termination of Consultancy
shall be deemed to occur until such time as such Consultant is no longer a
Consultant or an Eligible Employee.

      

       

      2.51 "Termination
of Directorship" means,
with respect to a Non-Employee Director, that the Non-Employee Director has
ceased to be a director of the Company.

       

      2.52 "Termination
of Employment" means:  (i) a
termination of employment (for reasons other than a military or personal leave
of absence granted by the Company) of a Participant from the Company and its
Affiliates; or (ii) when an entity which is employing a Participant ceases
to be an Affiliate, unless the Participant otherwise is, or thereupon becomes,
employed by the Company or another Affiliate.  In the event that an
Eligible Employee becomes a Consultant upon the termination of his employment,
the Committee, in its sole and absolute discretion, may determine that no
Termination of Employment shall be deemed to occur until such time as such
Eligible Employee is no longer an Eligible Employee or a
Consultant.

       

      2.53 "Transfer"
means
anticipate, alienate, attach, sell, assign, pledge, encumber, charge,
hypothecate or otherwise transfer and “Transferred” has a correlative
meaning.

       

       

      ARTICLE
III

       

      ADMINISTRATION

       

      3.1 The
Committee.  The
Plan shall be administered and interpreted by the Committee.  If for
any reason the appointed Committee does not meet the requirements of Rule 16b-3
or Section 162(m) of the Code, such noncompliance with the requirements of Rule
16b-3 and Section 162(m) of the Code shall not affect the validity of Awards,
grants, interpretations or other actions of the Committee.

       

      3.2 Grants of
Awards.  The
Committee shall have full authority to grant to Eligible Employees and
Consultants, pursuant to the terms of this Plan:  (i) Stock
Options; (ii) Tandem Stock Appreciation Rights and Non-Tandem Stock
Appreciation Rights; (iii) Restricted Stock; (iv) Performance Shares;
(v) Performance Units; (vi) Other Stock-Based Awards; (vii) other
awards providing benefits similar to (i) through (vi) designed to meet the
requirements of Foreign Jurisdictions; and (viii) cash incentive Awards under
Section 10.1.  All Equity Awards shall be granted by, confirmed by,
and subject to the terms of, a written agreement executed by the Company and the
Participant.  In particular, the Committee shall have the
authority:

       

      (a) to select
the Eligible Employees and Consultants to whom Awards may from time to time be
granted hereunder;

       

      (b) to
determine whether and to what extent Awards, including any combination of two or
more Awards, are to be granted hereunder to one or more Eligible Employees or
Consultants;

       

      (c) to
determine, in accordance with the terms of this Plan, the number of shares of
Common Stock to be covered by each Equity Award granted hereunder;

       

      (d) to
determine the terms and conditions, not inconsistent with the terms of this
Plan, of any Award granted hereunder (including, but not limited to, the
exercise or purchase price (if any), any restriction or limitation, any vesting
schedule or acceleration thereof and any forfeiture restrictions or waiver
thereof, regarding any Award and the shares of Common Stock relating thereto,
based on such factors, if any, as the Committee shall determine, in its sole
discretion);

       

      
        
          
          

        

        
          10

          
            

          

        

        
          
          

        

      

       

      (e) to
determine whether and under what circumstances a Stock Option may be settled in
cash, Common Stock and/or Restricted Stock under Section 6.3(d) or, with respect
to Stock Options granted to Non-Employee Directors, Section
13.4(d);

       

      (f) to the
extent permitted by law, to determine whether, to what extent and under what
circumstances to provide loans (which shall bear interest at the rate the
Committee shall provide) to Eligible Employees and Consultants in order to
exercise Stock Options under this Plan or to purchase Awards under this Plan
(including shares of Common Stock);

       

      (g) to
determine whether a Stock Option is an Incentive Stock Option or Non-Qualified
Stock Option, whether a Stock Appreciation Right is a Tandem Stock Appreciation
Right or Non-Tandem Stock Appreciation Right or whether an Award is intended to
satisfy Section 162(m) of the Code;

       

      (h) to
determine whether to require an Eligible Employee or Consultant, as a condition
of the granting of any Award, not to sell or otherwise dispose of shares of
Common Stock acquired pursuant to the exercise of an Option or an Award for a
period of time as determined by the Committee, in its sole discretion, following
the date of the acquisition of such Option or Award;

       

      (i) to
modify, extend or renew an Award, subject to Article XV
herein,  provided, however, that if an Award is modified, extended or
renewed and thereby deemed to be the issuance of a new Award under the Code or
the applicable accounting rules, the exercise price of an Award may continue to
be the original exercise price even if less than the Fair Market Value of the
Common Stock at the time of such modification, extension or renewal; provided
further, however, that such Award may be restructured to comply with Section
409A of the Code to avoid any adverse tax consequences, to the extent
applicable.

       

      3.3 Guidelines.  Subject
to Article XV hereof, the Committee shall have the authority to adopt, alter and
repeal such administrative rules, guidelines and practices governing this Plan
and perform all acts, including the delegation of its administrative
responsibilities, as it shall, from time to time, deem advisable; to construe
and interpret the terms and provisions of this Plan and any Award issued under
this Plan (and any agreements relating thereto); and to otherwise supervise the
administration of this Plan.  The Committee may correct any defect,
supply any omission or reconcile any inconsistency in this Plan or in any
agreement relating thereto in the manner and to the extent it shall deem
necessary to effectuate the purpose and intent of this Plan.  The
Committee may adopt special guidelines and provisions for persons who are
residing in, or subject to, the taxes of, Foreign Jurisdictions to comply with
applicable tax and securities laws and may impose any limitations and
restrictions that it deems necessary to comply with the applicable tax and
securities laws of such Foreign Jurisdictions.  To the extent
applicable, this Plan is intended to comply with Section 162(m) of the Code and
the applicable requirements of Rule 16b-3 and shall be limited, construed and
interpreted in a manner so as to comply therewith.

       

      3.4 Decisions
Final.  Any
decision, interpretation or other action made or taken in good faith by or at
the direction of the Company, the Board or the Committee (or any of its members)
arising out of or in connection with this Plan shall be within the absolute
discretion of all and each of them, as the case may be, and shall be final,
binding and conclusive on the Company and all employees and Participants and
their respective heirs, executors, administrators, successors and
assigns.

       

      3.5 Reliance on
Counsel.  The
Company, the Board or the Committee may consult with legal counsel, who may be
counsel for the Company or other counsel, with respect to its obligations or
duties hereunder, or with respect to any action or proceeding or any question of
law, and shall not be liable with respect to any action taken or omitted by it
in good faith pursuant to the advice of such counsel.

       

      3.6 Procedures.  If
the Committee is appointed, the Board shall designate one of the members of the
Committee as chairman and the Committee shall hold meetings, subject to the
By-Laws of the Company, at such times and places as it shall deem
advisable.  A majority of the Committee members shall constitute a
quorum.  All determinations of the Committee shall be made by a
majority of its members.  

       

      
        
          
          

        

        
          11

          
            

          

        

        
          
          

        

         

        Any
decision or determination reduced to writing and signed by all the Committee
members in accordance with the By-Laws of the Company, shall be fully as
effective as if it had been made by a vote at a meeting duly called and
held.  The Committee shall keep minutes of its meetings and shall make
such rules and regulations for the conduct of its business as it shall deem
advisable.

      

       

      3.7 Designation of
Consultants/Liability.

       

      (a) The
Committee may designate employees of the Company and professional advisors to
assist the Committee in the administration of this Plan and may grant authority
to officers to execute agreements or other documents on behalf of the
Committee.

       

      (b) The
Committee may employ such legal counsel, consultants and agents as it may deem
desirable for the administration of this Plan and may rely upon any opinion
received from any such counsel or consultant and any computation received from
any such consultant or agent.  Expenses incurred by the Committee in
the engagement of any such counsel, consultant or agent shall be paid by the
Company.  The Committee, its members and any employee of the Company
designated pursuant to paragraph (a) above shall not be liable for any action or
determination made in good faith with respect to this Plan.  To the
maximum extent permitted by applicable law, no officer of the Company or member
or former member of the Committee shall be liable for any action or
determination made in good faith with respect to this Plan or any Award granted
under it.  To the maximum extent permitted by applicable law or the
Certificate of Incorporation or By-Laws of the Company and to the extent not
covered by insurance, each officer and member or former member of the Committee
shall be indemnified and held harmless by the Company against any cost or
expense (including reasonable fees of counsel reasonably acceptable to the
Company) or liability (including any sum paid in settlement of a claim with the
approval of the Company), and advanced amounts necessary to pay the foregoing at
the earliest time and to the fullest extent permitted, arising out of any act or
omission to act in connection with this Plan, except to the extent arising out
of such officer's, member's or former member's own fraud or bad
faith.  Such indemnification shall be in addition to any rights of
indemnification the officers, directors or members or former officers, directors
or members may have under applicable law or under the Certificate of
Incorporation or By-Laws of the Company or any
Affiliate.  Notwithstanding anything else herein, this indemnification
will not apply to the actions or determinations made by an individual with
regard to Awards granted to him or her under this Plan.

       

       

      ARTICLE
IV

       

      SHARE AND
OTHER LIMITATIONS

       

      4.1 Shares.

       

      (a) General
Limitation.  The
aggregate number of shares of Common Stock which may be issued or used for
reference purposes under this Plan or with respect to which Equity Awards may be
granted shall not exceed 8,962,500 shares of Common Stock (subject to any
increase or decrease pursuant to Section 4.2) with respect to all types of
Equity Awards (such aggregate number of shares includes shares
already issued pursuant to Equity Awards granted under the Plan
since its original inception).  The shares of Common Stock available
under this Plan may be either authorized and unissued Common Stock or Common
Stock held in or acquired for the treasury of the Company.  If any
Stock Option or Stock Appreciation Right granted under this Plan expires,
terminates or is canceled for any reason without having been exercised in full
or, with respect to Stock Options, the Company repurchases any Stock Option, the
number of shares of Common Stock underlying such unexercised or repurchased
Stock Option or any unexercised Stock Appreciation Right shall again be
available for the purposes of Equity Awards under this Plan.  If any
shares of Restricted Stock, Performance Shares or Performance Units awarded
under this Plan to a Participant are forfeited or repurchased by the Company for
any reason, the number of forfeited or repurchased shares of Restricted Stock,
Performance Shares or Performance Units shall again be available for the
purposes of Equity Awards under this Plan.  If a Tandem Stock
Appreciation Right is granted or a Limited 

       

      
        
          
          

        

        
          12

          
            

          

        

        
          
          

        

         

        Stock
Appreciation Right is granted in tandem with a Stock Option, such grant shall
only apply once against the maximum number of shares of Common Stock which may
be issued under this Plan. In determining the number of shares of Common Stock
available for Equity Awards, if Common Stock has been exchanged by a Participant
as full or partial payment of exercise price or withholding taxes, or if the
number shares of Common Stock otherwise deliverable has been reduced for the
payment of exercise price or withholding taxes, the number of shares of Common
Stock exchanged as payment for the payment of exercise price or withholding
taxes, or reduced, shall again be available for purposes of Equity Awards under
this Plan.

      

       

      (b) Individual
Participant Limitations.  (i)  The
maximum number of shares of Common Stock subject to any Award of Stock Options,
Stock Appreciation Rights, Performance Shares or shares of Restricted Stock for
which the grant of such Award or the lapse of the relevant Restriction Period is
subject to the attainment of Performance Goals in accordance with Section
8.3(a)(ii) herein which may be granted under this Plan during any fiscal year of
the Company to each Eligible Employee or Consultant shall be 225,000 shares per
type of Award (which shall be subject to any increase or decrease pursuant to
Section 4.2), provided that the maximum number of shares of Common Stock for all
types of Equity Awards does not exceed 225,000 (which shall be subject to any
increase or decrease pursuant to Section 4.2) during any fiscal year of the
Company.  If a Tandem Stock Appreciation Right is granted or a Limited
Stock Appreciation Right is granted in tandem with a Stock Option, it shall
apply against the Eligible Employee's or Consultant's individual share
limitations for both Stock Appreciation Rights and Stock Options.

       

      (ii) There are
no annual individual Eligible Employee or Consultant share limitations on
Restricted Stock for which the grant of such Award or the lapse of the relevant
Restriction Period is not subject to attainment of Performance Goals in
accordance with Section 8.3(a)(ii) hereof.

       

      (iii) Performance
Units payable solely in cash shall be deemed to be cash incentive awards subject
to the limitation in Section 4.1(b)(v), and Performance Units payable in cash or
in shares of Common Stock shall be subject to the limitation in Section
4.1(b)(i) unless the Committee has, no later than the time performance goals are
specified for the Performance Units, designated such Performance Units as cash
incentive awards potentially settleable in shares, in which case the Performance
Units shall be subject to the limitation in Section 4.1(b)(v).

       

      (iv) The
individual Participant limitations set forth in this Section 4.1(b)(i) – (iv)
shall be cumulative; that is, to the extent that shares of Common Stock for
which Equity Awards are permitted to be granted to an Eligible Employee or a
Consultant during a fiscal year are not covered by an Award to such Eligible
Employee or Consultant in a fiscal year, the number of shares of Common Stock
available for Equity Awards to such Eligible Employee or Consultant shall
automatically increase in the subsequent fiscal years during the term of the
Plan until used.

       

      (v) The
maximum potential amount earnable under all cash incentive Awards granted under
this Plan for any fiscal year of the Company to each Eligible Employee shall be
such Eligible Employee’s “Annual Limit,” which in each fiscal year shall be $4
million plus the amount of the Eligible Person's unused Annual Limit as of the
close of the previous fiscal year.  This limitation is separate and
not affected by the number of Awards granted during such fiscal year subject to
the limitations under Section 4.1(b)(i) – (iv).  For this purpose, (i)
the potential amount earnable means the maximum amount potentially 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 may
be potentially earned or paid under a cash incentive Award, regardless of
whether such amount is in fact earned or paid, and (iii) a cash incentive Award
is “granted” for the earliest fiscal year included in the Performance Cycle for
that Award, regardless of whether the terms of the Award do or do not create a


       

      
        
          
          

        

        
          13

          
            

          

        

        
          
          

        

         

        legal
right on the part of the Participant ultimately to receive a payment with
respect to such Award.

      

      
 

      4.2 Changes.

       

      (a) The
existence of this Plan and the Awards granted hereunder shall not affect in any
way the right or power of the Board or the stockholders of the Company to make
or authorize any adjustment, recapitalization, reorganization or other change in
the Company's capital structure or its business, any merger or consolidation of
the Company or any Affiliate, any issue of bonds, debentures, preferred or prior
preference stock ahead of or affecting Common Stock, the dissolution or
liquidation of the Company or any Affiliate, any sale or transfer of all or part
of the assets or business of the Company or any Affiliate or any other corporate
act or proceeding.

       

      (b) Subject
to the provisions of Section 4.2(d), in the event of any such change in the
capital structure or business of the Company by reason of any stock split,
reverse stock split, stock dividend, combination or reclassification of shares,
recapitalization, or other change in the capital structure of the Company,
merger, consolidation, spin-off, reorganization, partial or complete
liquidation, issuance of rights or warrants to purchase any Common Stock or
securities convertible into Common Stock, or any other corporate transaction or
event having an effect similar to any of the foregoing and effected without
receipt of consideration by the Company, then the aggregate number and kind of
shares which thereafter may be issued under this Plan, the number and kind of
shares or other property (including cash) to be issued upon exercise of an
outstanding Stock Option or other Awards granted under this Plan and the
purchase price thereof shall be appropriately adjusted consistent with such
change in such manner as the Committee may deem equitable to prevent substantial
dilution or enlargement of the rights granted to, or available for, Participants
under this Plan, and any such adjustment determined by the Committee in good
faith shall be final, binding and conclusive on the Company and all Participants
and employees and their respective heirs, executors, administrators, successors
and assigns.

       

      (c) Fractional
shares of Common Stock resulting from any adjustment in Options or Awards
pursuant to Section 4.2(a) or (b) shall be aggregated until, and eliminated at,
the time of exercise by rounding-down for fractions less than one-half and
rounding-up for fractions equal to or greater than one-half.  No cash
settlements shall be made with respect to fractional shares eliminated by
rounding.  Notice of any adjustment shall be given by the Committee to
each Participant whose Award has been adjusted and such adjustment (whether or
not such notice is given) shall be effective and binding for all purposes of
this Plan.

       

      (d) In the
event of a merger or consolidation in which the Company is not the surviving
entity or in the event of any transaction that results in the acquisition of
substantially all of the Company's outstanding Common Stock by a single person
or entity or by a group of persons and/or entities acting in concert, or in the
event of the sale or transfer of all or substantially all of the Company's
assets (all of the foregoing being referred to as "Acquisition Events"), then
the Committee may, in its sole discretion, terminate all outstanding Stock
Options and Stock Appreciation Rights, effective as of the date of the
Acquisition Event, by delivering notice of termination to each Participant at
least 30 days prior to the date of consummation of the Acquisition Event, in
which case during the period from the date on which such notice of termination
is delivered to the consummation of the Acquisition Event, each such Participant
shall have the right to exercise in full all of his or her Stock Options and
Stock Appreciation Rights that are then outstanding (without regard to any
limitations on exercisability otherwise contained in the Stock Option or Award
Agreements), but any such exercise shall be contingent upon and subject to the
occurrence of the Acquisition Event, and, provided that, if the Acquisition
Event does not take place within a specified period after giving such notice for
any reason whatsoever, the notice and exercise pursuant thereto shall be null
and void.

       

      If an
Acquisition Event occurs but the Committee does not terminate the outstanding
Stock Options and Stock Appreciation Rights pursuant to this Section 4.2(d),
then the provisions of Section 4.2(b) shall apply.

       

      
        
          
          

        

        
          14

          
            

          

        

        
          
          

        

      

       

      4.3 Minimum Purchase
Price.  Notwithstanding
any provision of this Plan to the contrary, if authorized but previously
unissued shares of Common Stock are issued under this Plan, such shares shall
not be issued for a consideration which is less than as permitted under
applicable law.

       

      4.4 Assumption of
Awards.  Awards
that were granted prior to the Effective Date under the (i) Comtech
Telecommunications Corp. 1982 Incentive Stock Option Plan (the "1982 Plan"), and
(ii) the Comtech Telecommunications Corp. 1993 Incentive Stock Option Plan,
as amended, shall be transferred and assumed by this Plan as of the Effective
Date.  Notwithstanding the foregoing, such Awards shall continue to be
governed by the terms of the applicable agreement in effect prior to the
Effective Date.

       

       

      ARTICLE
V

       

      ELIGIBILITY

       

      5.1 General
Eligibility.  All
Eligible Employees and Consultants and prospective employees of and Consultants
to the Company and its Affiliates are eligible to be granted Non-Qualified Stock
Options, Stock Appreciation Rights, Restricted Stock, Performance Shares,
Performance Units, Other Stock-Based Awards, awards providing benefits similar
to each of the foregoing designed to meet the requirements of Foreign
Jurisdictions under this Plan, and cash incentive Awards.  Eligibility
for the grant of an Award and actual participation in this Plan shall be
determined by the Committee in its sole discretion.  The vesting and
exercise of Awards granted to a prospective employee or Consultant are
conditioned upon such individual actually becoming an Eligible Employee or
Consultant.

       

      5.2 Incentive Stock
Options.  All
Eligible Employees of the Company, its Subsidiaries and its Parent (if any) are
eligible to be granted Incentive Stock Options under this
Plan.  Eligibility for the grant of an Award and actual participation
in this Plan shall be determined by the Committee in its sole
discretion.

       

      5.3 Non-Employee
Directors.  Non-Employee
Directors are only eligible to receive an Award of Stock Options in accordance
with Article XIII of the Plan.

       

       

      ARTICLE
VI

       

      STOCK
OPTIONS

       

      6.1 Stock
Options.  Each
Stock Option granted hereunder shall be one of two types: (i) an Incentive
Stock Option intended to satisfy the requirements of Section 422 of the Code; or
(ii) a Non-Qualified Stock Option.

       

      6.2 Grants.  The
Committee shall have the authority to grant to any Eligible Employee one or more
Incentive Stock Options, Non-Qualified Stock Options or both types of Stock
Options (in each case with or without Stock Appreciation Rights).  To
the extent that any Stock Option does not qualify as an Incentive Stock Option
(whether because of its provisions or the time or manner of its exercise or
otherwise), such Stock Option or the portion thereof which does not qualify,
shall constitute a separate Non-Qualified Stock Option.  The Committee
shall have the authority to grant any Consultant one or more Non-Qualified Stock
Options (with or without Stock Appreciation Rights).  Notwithstanding
any other provision of this Plan to the contrary or any provision in an
agreement evidencing the grant of a Stock Option to the contrary, any Stock
Option granted to an Eligible Employee of an Affiliate (other than an Affiliate
which is a Parent or a Subsidiary) shall be a Non-Qualified Stock
Option.

       

      6.3 Terms of Stock
Options.  Stock
Options granted under this Plan shall be subject to the following terms and
conditions, and shall be in such form and contain such additional terms and
conditions, not inconsistent with the terms of this Plan, as the Committee shall
deem desirable:

       

      
        
          
          

        

        
          15

          
            

          

        

        
          
          

        

      

       

      (a) Exercise
Price.  The
exercise price per share of Common Stock purchasable under an Incentive Stock
Option or a Stock Option intended to be "performance-based" for purposes of
Section 162(m) of the Code shall be determined by the Committee at the time of
grant, but shall not be less than 100% of the Fair Market Value of the share of
Common Stock at the time of grant; provided, however, that if an Incentive Stock
Option is granted to a Ten Percent Stockholder, the exercise price shall be no
less than 110% of the Fair Market Value of the Common Stock.  The
exercise price per share of Common Stock purchasable under a Non-Qualified Stock
Option shall be determined by the Committee; provided, that if the exercise
price is less than 100% of the Fair Market Value of the Common Stock at the time
of grant it is intended that such Award will be structured to comply with
Section 409A of the Code, to the extent applicable.

       

      (b) Stock
Option Term.  The
term of each Stock Option shall be fixed by the Committee; provided, however,
that no Stock Option shall be exercisable more than 10 years after the date such
Stock Option is granted; and further provided that the term of an Incentive
Stock Option granted to a Ten Percent Stockholder shall not exceed 5
years.

       

      (c) Exercisability.  Stock
Options shall be exercisable at such time or times and subject to such terms and
conditions as shall be determined by the Committee at grant.  If the
Committee provides, in its discretion, that any Stock Option is exercisable
subject to certain limitations (including, without limitation, that such Stock
Option is exercisable only in installments or within certain time periods), the
Committee may waive such limitations on the exercisability at any time at or
after grant in whole or in part (including, without limitation, waiver of the
installment exercise provisions or acceleration of the time at which such Stock
Option may be exercised), based on such factors, if any, as the Committee shall
determine, in its sole discretion.

       

      (d) Method
of Exercise.  Subject
to whatever installment exercise and waiting period provisions apply under
subsection (c) above, Stock Options may be exercised in whole or in part at any
time and from time to time during the Stock Option term by giving written notice
of exercise to the Secretary of the Company specifying the number of shares to
be purchased.  Such notice shall be accompanied by payment in full of
the purchase price as follows:  (i) in cash or by check, bank
draft or money order payable to the order of the Company; (ii) to the
extent permitted by law, if the Common Stock is traded on a national securities
exchange, The Nasdaq Stock Market LLC or quoted on a national quotation system
sponsored by the National Association of Securities Dealers, through a "cashless
exercise" procedure whereby the Participant delivers irrevocable instructions to
a broker satisfactory to the Company to deliver promptly to the Company an
amount equal to the purchase price; or (iii) on such other terms and
conditions as may be acceptable to the Committee (including, without limitation,
the relinquishment of Stock Options or by payment in full or in part in the form
of Common Stock owned by the Participant (and for which the Participant has good
title free and clear of any liens and encumbrances) based on the Fair Market
Value of the Common Stock on the payment date as determined by the
Committee).  No shares of Common Stock shall be issued until payment
therefore, as provided herein, has been made or provided for.

       

      (e) Incentive
Stock Option Limitations.  To
the extent that the aggregate Fair Market Value (determined as of the time of
grant) of the Common Stock with respect to which Incentive Stock Options are
exercisable for the first time by an Eligible Employee during any calendar year
under this Plan and/or any other stock option plan of the Company, any
Subsidiary or any Parent exceeds $100,000, such Options shall be treated as
Non-Qualified Stock Options.  In addition, if an Eligible Employee
does not remain employed by the Company, any Subsidiary or any Parent at all
times from the time an Incentive Stock Option is granted until 3 months prior to
the date of exercise thereof (or such other period as required by applicable
law), such Stock Option shall be treated as a Non-Qualified Stock
Option.  Should any provision of this Plan not be necessary in order
for the Stock Options to qualify as Incentive Stock Options, or should any
additional provisions be required, the Committee may amend this Plan
accordingly, without the necessity of obtaining the approval of the stockholders
of the Company.

       

      (f) Form,
Modification, Extension and Renewal of Stock Options.  Subject
to the terms and conditions and within the limitations of this Plan, Stock
Options shall be evidenced by

       

      
        
          
          

        

        
          16

          
            

          

        

        
          
          

        

         

        such form
of agreement or grant as is approved by the Committee, and the Committee may (i)
modify, extend or renew outstanding Stock Options granted under this Plan;
provided that the rights of a Participant are not reduced without his consent;
provided further, that any such modification, extension or renewal is intended
to be structured to comply with Section 409A of the Code, to the extent
applicable, and (ii) accept the surrender of outstanding Stock Options (up
to the extent not theretofore exercised) and authorize the granting of new Stock
Options in substitution therefor (to the extent not theretofore
exercised).  Notwithstanding the foregoing, unless approved by
stockholders of the Company, (i) an outstanding Option or SAR may not be
modified to reduce the exercise price thereof, (ii) no new Option or SAR at a
lower exercise price or base price may be substituted for a surrendered Option
or SAR, and (iii) no other Award may be issued or cash may be paid in exchange
for the surrender of an Option or SAR at a time that the exercise or base price
of such Option or SAR exceeds the current Fair Market Value of a share of Common
Stock or if such new Award or cash has a value in excess of the then
in-the-money value of the surrendered Option or SAR, provided that adjustments
or substitutions in accordance with Section 4.2 are not subject to this
stockholder approval requirement.

      

       

      (g) Other
Terms and Conditions.  Stock
Options may contain such other provisions, which shall not be inconsistent with
any of the terms of this Plan, as the Committee shall deem appropriate
including, without limitation, permitting "reloads" such that the same number of
Stock Options are granted as the number of Stock Options exercised, shares used
to pay for the exercise price of Stock Options or shares used to pay withholding
taxes ("Reloads").  With respect to Reloads, the exercise price of the
new Stock Option shall be the Fair Market Value on the date of the "reload" and
the term of the Stock Option shall be the same as the remaining term of the
Stock Options that are exercised, if applicable, or such other exercise price
and term as determined by the Committee.

       

      (h) Detrimental
Activity.  Unless
otherwise determined by the Committee at grant, (i) in the event the
Participant engages in Detrimental Activity prior to any exercise of the Stock
Option, all Stock Options (whether vested or unvested) held by the
Participant shall thereupon terminate and expire, (ii) as a condition of
the exercise of a Stock Option, the Participant shall be required to certify (or
shall be deemed to have certified) at the time of exercise in a manner
acceptable to the Company that the Participant is in compliance with the terms
and conditions of the Plan and that the Participant has not engaged in, and does
not intend to engage in, any Detrimental Activity, and (iii) in the event
the Participant engages in Detrimental Activity during the one year period
following the later of (x) Participant's Termination of Employment or
(y) the date the Stock Option is exercised, that any Stock Options shall be
immediately forfeited (whether or not then vested) and the Company shall be
entitled to recover from the Participant at any time within one year after the
later of (x) or (y), and the Participant shall pay over to the Company, an
amount equal to any gain realized as a result of the exercise of any Stock
Options (whether at the time of exercise or thereafter).

       

       

      ARTICLE
VII

       

      STOCK
APPRECIATION RIGHTS

       

      7.1 Tandem Stock Appreciation
Rights.  Stock
Appreciation Rights may be granted in conjunction with all or part of any Stock
Option (a "Reference Stock Option") granted under this Plan ("Tandem Stock
Appreciation Rights").  In the case of a Non-Qualified Stock Option,
such rights may be granted either at or after the time of the grant of such
Reference Stock Option.  In the case of an Incentive Stock Option,
such rights may be granted only at the time of the grant of such Reference Stock
Option.  Consultants shall not be eligible for a grant of Tandem Stock
Appreciation Rights granted in conjunction with all or part of an Incentive
Stock Option.

       

      7.2 Terms and Conditions of
Tandem Stock Appreciation Rights.  Tandem
Stock Appreciation Rights shall be subject to such terms and conditions, not
inconsistent with the provisions of this Plan, as shall be determined from time
to time by the Committee, including Article XII and the following:

       

      
        
          
          

        

        
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      (a) Term.  A
Tandem Stock Appreciation Right or applicable portion thereof granted with
respect to a Reference Stock Option shall terminate and no longer be exercisable
upon the termination or exercise of the Reference Stock Option, except that,
unless otherwise determined by the Committee, in its sole discretion, at the
time of grant, a Tandem Stock Appreciation Right granted with respect to less
than the full number of shares covered by the Reference Stock Option shall not
be reduced until and then only to the extent the exercise or termination of the
Reference Stock Option causes the number of shares covered by the Tandem Stock
Appreciation Right to exceed the number of shares remaining available and
unexercised under the Reference Stock Option.

       

      (b) Exercisability.  Tandem
Stock Appreciation Rights shall be exercisable only at such time or times and to
the extent that the Reference Stock Options to which they relate shall be
exercisable in accordance with the provisions of Article VI and this Article
VII.

       

      (c) Method
of Exercise.  A
Tandem Stock Appreciation Right may be exercised by a Participant by
surrendering the applicable portion of the Reference Stock
Option.  Upon such exercise and surrender, the Participant shall be
entitled to receive an amount determined in the manner prescribed in this
Section 7.2.  Stock Options which have been so surrendered, in whole
or in part, shall no longer be exercisable to the extent the related Tandem
Stock Appreciation Rights have been exercised.

       

      (d) Payment.  Upon
the exercise of a Tandem Stock Appreciation Right, a Participant shall be
entitled to receive up to, but no more than, an amount in Common Stock equal in
value to the excess of the Fair Market Value of one share of Common Stock over
the option price per share specified in the Reference Stock Option, multiplied
by the number of shares in respect of which the Tandem Stock Appreciation Right
shall have been exercised.

       

      (e) Deemed
Exercise of Reference Stock Option.  Upon
the exercise of a Tandem Stock Appreciation Right, the Reference Stock Option or
part thereof to which such Stock Appreciation Right is related shall be deemed
to have been exercised for the purpose of the limitation set forth in Article IV
of this Plan on the number of shares of Common Stock to be issued under this
Plan.

       

      (f) Detrimental
Activity.  Unless
otherwise determined by the Committee at grant, (i) in the event the
Participant engages in Detrimental Activity prior to any exercise of Tandem
Stock Appreciation Rights, all Tandem Stock Appreciation Rights (whether vested
or unvested) held by the Participant shall thereupon terminate and expire,
(ii) as a condition of the exercise of a Tandem Stock Appreciation Right,
the Participant shall be required to certify (or shall be deemed to have
certified) at the time of exercise in a manner acceptable to the Company that
the Participant is in compliance with the terms and conditions of the Plan and
that the Participant has not engaged in, and does not intend to engage in, any
Detrimental Activity, and (iii) in the event the Participant engages in
Detrimental Activity during the one year period following the later of
(x) Participant's Termination of Employment or (y) the date the Tandem
Stock Appreciation Right is exercised, that any Tandem Stock Appreciation Rights
shall be immediately forfeited (whether or not then vested) and the Company
shall be entitled to recover from the Participant at any time within one year
after the later of (x) or (y), and the Participant shall pay over to the
Company, an amount equal to any gain realized as a result of the exercise
(whether at the time of exercise or thereafter).

       

      7.3 Non-Tandem Stock
Appreciation Rights.  Non-Tandem
Stock Appreciation Rights may also be granted without reference to any Stock
Option granted under this Plan.

       

      7.4 Terms and Conditions of
Non-Tandem Stock Appreciation Rights.  Non-Tandem
Stock Appreciation Rights shall be subject to such terms and conditions, not
inconsistent with the provisions of this Plan, as shall be determined from time
to time by the Committee, including Article XII and the following:

       

      
        
          
          

        

        
          18

          
            

          

        

        
          
          

        

      

       

      (a) Term.  The
term of each Non-Tandem Stock Appreciation Right shall be fixed by the
Committee, but shall not be greater than ten (10) years after the date the right
is granted.

       

      (b) Exercisability.  Non-Tandem
Stock Appreciation Rights shall be exercisable at such time or times and subject
to such terms and conditions as shall be determined by the Committee at
grant.  If the Committee provides, in its discretion, that any such
right is exercisable subject to certain limitations (including, without
limitation, that it is exercisable only in installments or within certain time
periods), the Committee may waive such limitation on the exercisability at any
time at or after grant in whole or in part (including, without limitation,
waiver of  the installment exercise provisions or acceleration of the
time at which rights may be exercised), based on such factors, if any, as the
Committee shall determine, in its sole discretion.

       

      (c) Method
of Exercise.  Subject
to whatever installment exercise and waiting period provisions apply under
subsection (b) above, Non-Tandem Stock Appreciation Rights may be exercised in
whole or in part at any time and from time to time during the term, by giving
written notice of exercise to the Company specifying the number of Non-Tandem
Stock Appreciation Rights to be exercised.

       

      (d) Payment.  Upon
the exercise of a Non-Tandem Stock Appreciation Right a Participant shall be
entitled to receive, for each right exercised, up to, but no more than, an
amount in cash and/or Common Stock (as chosen by the Committee in its sole
discretion at grant, or thereafter if no rights of a Participant are reduced)
equal in value to the excess of the Fair Market Value of one share of Common
Stock on the date the right is exercised over the Fair Market Value of one share
of Common Stock on the date the right was awarded to the Participant; provided,
that if payment is made in cash such payment shall be structured to comply with
Section 409A of the Code, to the extent applicable.

       

      (e) Detrimental
Activity.  Unless
otherwise determined by the Committee at grant, (i) in the event the
Participant engages in Detrimental Activity prior to any exercise of Non-Tandem
Stock Appreciation Rights, all Non-Tandem Stock Appreciation Rights (whether
vested or unvested) held by the Participant shall thereupon terminate and
expire, (ii) as a condition of the exercise of a Tandem Stock Appreciation
Right, the Participant shall be required to certify (or shall be deemed to have
certified) at the time of exercise in a manner acceptable to the Company that
the Participant is in compliance with the terms and conditions of the Plan and
that the Participant has not engaged in, and does not intend to engage in, any
Detrimental Activity, and (iii) in the event the Participant engages in
Detrimental Activity during the one year period following the later of
(x) Participant's Termination of Employment or (y) the date the
Non-Tandem Stock Appreciation Right is exercised, that any Non-Tandem Stock
Appreciation Rights shall be immediately forfeited (whether or not then vested)
and the Company shall be entitled to recover from the Participant at any time
within one year after the later of (x) or (y), and the Participant shall pay
over to the Company, an amount equal to any gain realized as a result of the
exercise (whether at the time of exercise or thereafter).

       

      7.5 Limited Stock Appreciation
Rights.  The
Committee may, in its sole discretion, grant a Tandem Stock Appreciation Right
or a Non-Tandem Stock Appreciation Right as a Limited Stock Appreciation
Right.  Limited Stock Appreciation Rights may be exercised only upon
the occurrence of a Change in Control or such other event as the Committee may,
in its sole discretion, designate at the time of grant or
thereafter.  Upon the exercise of limited Stock Appreciation Rights,
except as otherwise provided in an Award agreement, the Participant shall
receive in cash or Common Stock, as determined by the Committee, an amount equal
to the amount (i) set forth in Section 7.2(d) with respect to Tandem Stock
Appreciation Rights, or (ii) set forth in Section 7.4(d) with respect to
Non-Tandem Stock Appreciation Rights, as applicable.

       

      
        
          
          

        

        
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      ARTICLE
VIII

       

      RESTRICTED
STOCK

       

      8.1 Awards of Restricted
Stock.  Shares
of Restricted Stock may be issued to Eligible Employees or Consultants either
alone or in addition to other Awards granted under this Plan.  The
Committee shall determine the eligible persons to whom, and the time or times at
which, grants of Restricted Stock will be made, the number of shares to be
awarded, the price (if any) to be paid by the recipient (subject to Section
8.2), the time or times within which such Awards may be subject to forfeiture,
the vesting schedule and rights to acceleration thereof, and all other terms and
conditions of the Awards.  The Committee may condition the grant or
vesting of Restricted Stock upon the attainment of specified performance goals,
including established Performance Goals in accordance with Section 162(m) of the
Code, or such other factors as the Committee may determine, in its sole
discretion.

       

      8.2 Awards and
Certificates.  An
Eligible Employee or Consultant selected to receive Restricted Stock shall not
have any rights with respect to such Award, unless and until such Participant
has delivered to the Company a fully executed copy of the applicable Award
agreement relating thereto and has otherwise complied with the applicable terms
and conditions of such Award.  Further, such Award shall be subject to
the following conditions:

       

      (a) Purchase
Price.  The
purchase price of Restricted Stock shall be fixed by the
Committee.  Subject to Section 4.3, the purchase price for shares of
Restricted Stock may be zero to the extent permitted by applicable law, and, to
the extent not so permitted, such purchase price may not be less than par
value.

       

      (b) Acceptance.  Awards
of Restricted Stock must be accepted within a period of 90 days (or such shorter
period as the Committee may specify at grant) after the Award date by executing
a Restricted Stock Award agreement and by paying whatever price (if any) the
Committee has designated thereunder.

       

      (c) Legend.  Each
Participant receiving shares of Restricted Stock shall be issued a stock
certificate in respect of such shares of Restricted Stock, unless the Committee
elects to use another system, such as book entries by the transfer agent, as
evidencing ownership of shares of Restricted Stock.  Such certificate
shall be registered in the name of such Participant, and shall bear an
appropriate legend referring to the terms, conditions, and restrictions
applicable to such Award, substantially in the following form:

       

      "The
anticipation, alienation, attachment, sale, transfer, assignment, pledge,
encumbrance or charge of the shares of stock represented hereby are subject to
the terms and conditions (including forfeiture) of The Comtech
Telecommunications Corp. 2000 Stock Incentive Plan (the "Plan") and an Agreement
entered into between the registered owner and the Company dated
_______.  Copies of such Plan and Agreement are on file at the
principal office of the Company."

       

      (d) Custody.  The
Committee may require that any stock certificates evidencing such shares be held
in custody by the Company until the restrictions thereon shall have lapsed and
that, as a condition to the grant of such Award of Restricted Stock, the
Participant shall have delivered a duly signed stock power, endorsed in blank,
relating to the Common Stock covered by such Award.

       

      8.3 Restrictions and Conditions
on Restricted Stock Awards.  Shares
of Restricted Stock awarded pursuant to this Plan shall be subject to Article
XII and the following restrictions and conditions:

       

      (a) Restriction
Period; Vesting and Acceleration of Vesting.  (i)
The Participant shall not be permitted to Transfer shares of Restricted Stock
awarded under this Plan during the period or periods set by the Committee (the
"Restriction Period") commencing on the date of such Award, as

       

      
        
          
          

        

        
          20

          
            

          

        

        
          
          

        

         

        set forth
in the Restricted Stock Award agreement and such agreement shall set forth a
vesting schedule and any events which would accelerate vesting of the shares of
Restricted Stock.  Within these limits, based on service, attainment
of Performance Goals pursuant to Section 8.3(a)(ii) below and/or such other
factors or criteria as the Committee may determine in its sole discretion, the
Committee may provide for the lapse of such restrictions in installments in
whole or in part, or may accelerate the vesting of all or any part of any
Restricted Stock Award and/or waive the deferral limitations for all or any part
of any Restricted Stock Award.

      

       

      (ii) Objective
Performance Goals, Formulae or Standards.  If
the grant of shares of Restricted Stock or the lapse of restrictions is based on
the attainment of Performance Goals, the Committee shall establish the
Performance Goals and the applicable vesting percentage of the Restricted Stock
Award applicable to each Participant or class of Participants in writing prior
to the beginning of the applicable fiscal year or at such later date as
otherwise determined by the Committee and while the outcome of the Performance
Goals are substantially uncertain.  Such Performance Goals may
incorporate provisions for disregarding (or adjusting for) changes in accounting
methods, corporate transactions (including, without limitation, dispositions and
acquisitions) and other similar type events or circumstances.  With
regard to a Restricted Stock Award that is intended to comply with Section
162(m) of the Code, to the extent any such provision would create impermissible
discretion under Section 162(m) of the Code or otherwise violate Section 162(m)
of the Code, such provision shall be of no force or effect.  The
applicable Performance Goals shall be based on one or more of the Performance
Criteria set forth in Exhibit A hereto.

       

      (b) Rights
as Stockholder.  Except
as provided in this subsection (b) and subsection (a) above and as otherwise
determined by the Committee, the Participant shall have, with respect to the
shares of Restricted Stock, all of the rights of a holder of shares of Common
Stock of the Company including, without limitation, the right to receive any
dividends, the right to vote such shares and, subject to and conditioned upon
the full vesting of shares of Restricted Stock, the right to tender such
shares.  The Committee may, in its sole discretion, determine at the
time of grant that the payment of dividends shall be deferred until, and
conditioned upon, the expiration of the applicable Restriction
Period.

       

      (c) Lapse
of Restrictions.  If
and when the Restriction Period expires without a prior forfeiture of the
Restricted Stock subject to such Restriction Period, the certificates for such
shares shall be delivered to the Participant.  All legends shall be
removed from said certificates at the time of delivery to the Participant except
as otherwise required by applicable law.

       

      (d) Detrimental
Activity.  Unless
otherwise determined by the Committee at grant, each Award of Restricted Stock
shall provide that in the event the Participant engages in Detrimental Activity
prior to, or during the one year period following the later of Termination of
Employment or any vesting of Restricted Stock, the Committee may direct (at any
time within one year thereafter) that all unvested Restricted Stock shall be
immediately forfeited to the Company and that the Participant shall pay over to
the Company an amount equal to the gain realized at the time of vesting of any
Restricted Stock.

       

       

      ARTICLE
IX

       

      PERFORMANCE
SHARES

       

      9.1 Award of Performance
Shares.  Performance
Shares may be awarded either alone or in addition to other Awards granted under
this Plan.  The Committee shall, in its sole discretion, determine the
Eligible Employees and Consultants to whom and the time or times at which such
Performance Shares shall be awarded, the duration of the period (the
"Performance Period") during which, and the conditions under which, a
Participant's right to Performance Shares will be vested and the other terms and
conditions of the Award in addition to those set forth in Section
9.2.

       

      
        
          
          

        

        
          21

          
            

          

        

        
          
          

        

         

            Each
Performance Share awarded shall be referenced to one share of Common
Stock.  Except as otherwise provided herein, the Committee shall
condition the right to payment of any Performance Share Award upon the
attainment of objective Performance Goals established pursuant to Section 9.2(c)
below and such other non-performance based factors or criteria as the Committee
may determine in its sole discretion.

      

       

      9.2 Terms and
Conditions.  A
Participant selected to receive Performance Shares shall not have any rights
with respect to such Awards, unless and until such Participant has delivered a
fully executed copy of a Performance Share Award agreement evidencing the Award
to the Company and has otherwise complied with the following terms and
conditions:

       

      (a) Earning
of Performance Share Award.  At
the expiration of the applicable Performance Period, the Committee shall
determine the extent to which the Performance Goals established pursuant to
Section 9.2(c) are achieved and the percentage of each Performance Share Award
that has been earned.

       

      (b) Payment.  Following
the Committee's determination in accordance with subsection (a) above, shares of
Common Stock or, as determined by the Committee in its sole discretion, the cash
equivalent of such shares shall be delivered to the Participant, in an amount
equal to such Participant's earned Performance Share
Award.  Notwithstanding the foregoing, except as may be set forth in
the agreement covering the Award, the Committee may, in its sole discretion and
in accordance with Section 162(m) of the Code, award an amount less than the
earned Performance Share Award and/or subject the payment of all or part of any
Performance Share Award to additional vesting and forfeiture conditions as it
deems appropriate.

       

      (c) Objective
Performance Goals, Formulae or Standards.  The
Committee shall establish the objective Performance Goals for the earning of
Performance Shares based on a Performance Period applicable to each Participant
or class of Participants in writing prior to the beginning of the applicable
Performance Period or at such later date as permitted under Section 162(m) of
the Code and while the outcome of the Performance Goals are substantially
uncertain.  Such Performance Goals may incorporate, if and only to the
extent permitted under Section 162(m) of the Code, provisions for disregarding
(or adjusting for) changes in accounting methods, corporate transactions
(including, without limitation, dispositions and acquisitions) and other similar
type events or circumstances.  To the extent any such provision would
create impermissible discretion under Section 162(m) of the Code or otherwise
violate Section 162(m) of the Code, such provision shall be of no force or
effect.  The applicable Performance Goals shall be based on one or
more of the Performance Criteria set forth in Exhibit A hereto.

       

      (d) Dividends
and Other Distributions.  At
the time of any Award of Performance Shares, the Committee may, in its sole
discretion, award an Eligible Employee or Consultant the right to receive the
cash value of any dividends and other distributions that would have been
received as though the Eligible Employee or Consultant had held each share of
Common Stock referenced by the earned Performance Share Award from the last day
of the first year of the Performance Period until the actual distribution to
such Participant of the related share of Common Stock or cash value
thereof.  Such amounts, if awarded, shall be paid to the Participant
as and when the shares of Common Stock or cash value thereof are distributed to
such Participant and, at the discretion of the Committee, may be paid with
interest from the first day of the second year of the Performance Period until
such amounts and any earnings thereon are distributed.  The applicable
rate of interest shall be determined by the Committee in its sole discretion;
provided, however, that for each fiscal year or part thereof, the applicable
interest rate shall not be greater than a rate equal to the four-year U.S.
Government Treasury rate on the first day of each applicable fiscal
year.

       

      (e) Detrimental
Activity.  Unless
otherwise determined by the Committee at grant, each Award of Performance Shares
shall provide that in the event the Participant engages in Detrimental Activity
prior to, or during the one year period following the later of Termination of
Employment or any vesting of Performance Shares, the Committee may direct (at
any time within one year thereafter) that all unvested Performance Shares shall
be immediately forfeited to the 

       

      
        
          
          

        

        
          22

          
            

          

        

        
          
          

        

         

        Company
and that the Participant shall pay over to the Company an amount equal to the
gain realized at the time of vesting of any Performance
Shares.

      

       

       

      ARTICLE
X

       

      CASH
INCENTIVE AWARDS AND PERFORMANCE UNITS

       

                 10.1 Cash Incentive
Awards.  Cash
incentive Awards may be awarded either alone or in addition to other Awards
granted under this Plan.  The Committee shall, in its sole discretion,
determine the Eligible Employees and Consultants to whom and the time or times
at which such cash incentive Awards shall be awarded, the duration of the period
(the "Performance Cycle") during which, and the conditions under which, a
Participant shall earn the cash incentive Award and the other terms and
conditions of the Award in addition to those set forth in Section
10.3.  Cash incentive Awards granted with a Performance Cycle of one
year shall be designated as “Annual Incentive Awards.”

       

      Cash
incentive Awards shall be awarded in a dollar amount or a formula that will
ultimately yield a dollar amount, as determined by the
Committee.  Except as otherwise provided herein, the Committee shall
condition the right to payment of any cash incentive Award upon the attainment
of at least one objective Performance Goal established pursuant to Section
10.3(a) and such other factors or criteria as the Committee may determine in its
sole discretion.

       

      Cash
incentive Awards under this Section 10.1 may be settled and paid only if
stockholders of the Company previously have approved the amendment and
restatement of the Plan containing the authorization of cash incentive Awards in
this Section 10.1.

       

      10.2 Awards of Performance
Units.  Performance
Units may be awarded either alone or in addition to other Awards granted under
this Plan.  The Committee shall, in its sole discretion, determine the
Eligible Employees and Consultants to whom and the time or times at which such
Performance Units shall be awarded, the duration of the period (the "Performance
Unit Cycle") during which, and the conditions under which, a Participant's right
to Performance Units will be vested and the other terms and conditions of the
Award in addition to those set forth in Section 10.3.

       

      Performance
Units shall be awarded in a dollar amount determined by the Committee and shall
be converted to a referenced number of shares of Common Stock based on the Fair
Market Value of shares of Common Stock at the conversion date designated by the
Committee (such designation may occur at any time, but no conversion may
reference a market price from a date preceding the designation
date).

       

      Upon
conversion, each Performance Unit shall be referenced to one share of Common
Stock.  Except as otherwise provided herein, the Committee shall
condition the right to payment of any Performance Unit Award upon the attainment
of objective Performance Goals established pursuant to Section 10.3(a) and such
other non-performance based factors or criteria as the Committee may determine
in its sole discretion.  The cash value of any fractional Performance
Unit Award subsequent to conversion to shares of Common Stock shall be treated
as a dividend or other distribution under Section 10.3(e) to the extent any
portion of the Performance Unit Award is earned.

       

      10.3 Terms and
Conditions.  The
cash incentive Awards or Performance Units awarded pursuant to this Article 10
shall be subject to the following terms and conditions:

       

      (a) Performance
Goals.  The
Committee shall establish the objective Performance Goal or Goals for the
earning of cash incentive Awards or Performance Units based on a Performance
Cycle or Performance Unit Cycle applicable to each Participant or class of
Participants in writing prior to the beginning of the applicable Performance
Cycle or Performance Unit Cycle or at such later date as permitted under Section
162(m) of the Code and while the outcome of the Performance Goal or Goals is
substantially uncertain.  Such Performance Goals may incorporate, if
and only to the extent permitted under Section 162(m) of the Code, provisions
for disregarding (or adjusting for) changes in accounting methods, corporate
transactions (including, without limitation, 

       

      
        
          
          

        

        
          23

          
            

          

        

        
          
          

        

         

        dispositions
and acquisitions) and other similar type events or circumstances.  To
the extent any such provision would create impermissible discretion under
Section 162(m) of the Code or otherwise violate Section 162(m) of the Code, such
provision shall be of no force or effect.  The applicable Performance
Goals shall be based on one or more of the Performance Criteria set forth in
Exhibit A hereto.

      

       

      (b) Vesting.  At
the expiration of the Performance Cycle or Performance Unit Cycle, the Committee
shall determine and certify in writing the extent to which the Performance Goals
have been achieved, and the corresponding extent to which a cash incentive Award
or a Performance Unit has been earned in respect of each
Participant.

       

      (c) Payment.  Subject
to the applicable provisions of the Award agreement and this Plan, at the
expiration of the Performance Cycle or Performance Unit Cycle or any vesting
period extending beyond the Performance Cycle or Performance Unit Cycle, cash
or, with respect to Performance Units, shares of Common Stock (as the Committee
may determine in its sole discretion at grant, or thereafter if no rights of a
Participant are reduced), shall be delivered to the Participant in payment of
any earned and vested cash incentive Award or any earned and vested Performance
Units covered by the Performance Unit Award.  Notwithstanding the
foregoing, except as may be set forth in the agreement covering the Award, the
Committee may, in its sole discretion, and to the extent applicable and
permitted under Section 162(m) of the Code, award an amount less than the earned
cash incentive Award or earned Performance Unit Award and/or subject the payment
of all or part of any such Award to additional vesting and forfeiture conditions
or conditions mandating the deferral of settlement of the Award as it deems
appropriate.  If an Award is deferred such Award shall not increase
(between the date on which the Award is credited to any deferred compensation
program applicable to such Participant and the payment date) by an amount that
would result in such deferral being deemed as an “increase in the amount of
compensation” under Section 162(m) of the Code.

       

      (d) Accelerated
Vesting.  Based
on service, performance and/or such other factors or criteria, if any, as the
Committee may determine, the Committee may, at or after grant, accelerate the
date of earning or vesting of all or any part of any cash incentive Award or
Performance Unit Award and/or waive the deferral limitations for all or any part
of such Award, except that no acceleration or waiver may affect the time of
settlement of an Award that constitutes a deferral of compensation under Section
409A of the Code except as permitted under applicable regulations and guidance
under Section 409A.

       

      (e) Dividends
and Other Distributions.  At
the time of any Award of Performance Units, the Committee may, in its sole
discretion, award an Eligible Employee or Consultant the right to receive the
cash value of any dividends and other distributions that would have been
received as though the Eligible Employee or Consultant had held each share of
Common Stock referenced by the earned Performance Unit Award from the last day
of the first year of the Performance Cycle or Performance Unit Cycle until the
actual distribution to such Participant of the related share of Common Stock or
cash value thereof.  Such amounts, if awarded, shall be paid to the
Participant as and when the shares of Common Stock or cash value thereof are
distributed to such Participant and, at the discretion of the Committee, may be
paid with interest from the first day of the second year of the Performance
Cycle or Performance Unit Cycle until such amounts and any earnings thereon are
distributed.  The applicable rate of interest shall be determined by
the Committee in its sole discretion; provided, however, that for each fiscal
year or part thereof, the applicable interest rate shall not be greater than a
rate equal to the four-year U.S. Government Treasury rate on the first day of
each applicable fiscal year.

       

      (f) Detrimental
Activity. Unless
otherwise determined by the Committee at grant, each Award of Performance Units
shall provide that in the event the Participant engages in Detrimental Activity
prior to, or during the one year period following the later of Termination of
Employment or any vesting of Performance Units, the Committee may direct (at any
time within one year thereafter) that all unvested Performance Units shall be
immediately forfeited to the Company and that the 

       

      
        
          
          

        

        
          24

          
            

          

        

        
          
          

        

         

        Participant
shall pay over to the Company an amount equal to the gain realized at the time
of vesting of any Performance Units which had vested in the period referred to
above.

      

       

       

      ARTICLE
XI

       

      OTHER
STOCK-BASED AWARDS

       

      11.1 Other
Awards.  Other
Stock-Based Awards may be granted either alone or in addition to or in tandem
with Stock Options, Stock Appreciation Rights, Restricted Stock, Performance
Shares or Performance Units.

       

      Subject
to the provisions of this Plan, the Committee shall have authority to determine
the persons to whom and the time or times at which such Awards shall be made,
the number of shares of Common Stock to be 

      awarded
pursuant to such Awards, and all other conditions of the Awards.  The
Committee may also provide for the grant of Common Stock under such Awards upon
the completion of a specified performance 

      period.

       

      11.2 Terms and
Conditions.  Other
Stock-Based Awards made pursuant to this Article XI shall be subject to the
following terms and conditions:

       

      (a) Non-Transferability.  Subject
to the applicable provisions of the Award agreement and this Plan, shares of
Common Stock subject to Awards made under this Article XI may not be Transferred
prior to the date on which the shares are issued, or, if later, the date on
which any applicable restriction, performance or deferral period
lapses.

       

      (b) Dividends.  Unless
otherwise determined by the Committee at the time of Award, subject to the
provisions of the Award agreement and this Plan, the recipient of an Award under
this Article XI shall be entitled to receive, currently or on a deferred basis,
dividends or dividend equivalents with respect to the number of shares of Common
Stock covered by the Award, as determined at the time of the Award by the
Committee, in its sole discretion.

       

      (c) Vesting.  Any
Award under this Article XI and any Common Stock covered by any such Award shall
vest or be forfeited to the extent so provided in the Award agreement, as
determined by the Committee, in its sole discretion.

       

      (d) Waiver
of Limitation.  The
Committee may, in its sole discretion, waive in whole or in part any or all of
the limitations imposed hereunder (if any) with respect to any or all of an
Award under this Article XI.

       

      (e) Price.  Common
Stock or Other Stock-Based Awards issued on a bonus basis under this Article XI
may be issued for no cash consideration; Common Stock or Other Stock-Based
Awards purchased pursuant to a purchase right awarded under this Article XI
shall be priced as determined by the Committee.  Subject to Section
4.3, the purchase price of shares of Common Stock or Other Stock-Based Awards
may be zero to the extent permitted by applicable law, and, to the extent not so
permitted, such purchase price may not be less than par value.  The
purchase of shares of Common Stock or Other Stock-Based Awards may be made on
either an after-tax or pre-tax basis, as determined by the Committee; provided,
however, that if the purchase is made on a pre-tax basis, such purchase shall be
made pursuant to a deferred compensation program established by the Committee,
which will be deemed a part of this Plan.

       

      (f) Detrimental
Activity.  Other
Stock-Based Awards under this Article XI and any Common Stock covered by any
such Award shall be forfeited in the event the Participant engages in
Detrimental Activity under such conditions set forth by the Committee in the
Award agreement.

       

      
        
          
          

        

        
          25

          
            

          

        

        
          
          

        

      

       

      ARTICLE
XII

       

      NON-TRANSFERABILITY
AND TERMINATION

      OF
EMPLOYMENT/CONSULTANCY

       

      12.1 Non-Transferability.  No
Stock Option, Stock Appreciation Right, Performance Unit, Performance Share or
Other Stock-Based Award shall be Transferable by the Participant otherwise than
by will or by the laws of descent and distribution.  All Stock Options
and all Stock Appreciation Rights shall be exercisable, during the Participant's
lifetime, only by the Participant.  Tandem Stock Appreciation Rights
shall be Transferable, to the extent permitted above, only with the underlying
Stock Option.  Shares of Restricted Stock under Article VIII may not
be Transferred prior to the date on which shares are issued, or, if later, the
date on which any applicable restriction, performance or deferral period
lapses.  No Award shall, except as otherwise specifically provided by
law or herein, be Transferable in any manner, and any attempt to Transfer any
such Award shall be void, and no such Award shall in any manner be liable for or
subject to the debts, contracts, liabilities, engagements or torts of any person
who shall be entitled to such Award, nor shall it be subject to attachment or
legal process for or against such person.  Notwithstanding the
foregoing, the Committee may determine at the time of grant or thereafter, that
a Non-Qualified Stock Option that is otherwise not transferable pursuant to this
Section 12.1 is transferable to a Family Member in whole or in part and in such
circumstances, and under such conditions, as specified by the Committee, except
no transfer or other disposition for value shall be permitted.  A
Non-Qualified Stock Option that is transferred to a Family Member pursuant to
the preceding sentence may not be subsequently transferred otherwise than by
will or by the laws of descent and distribution.

       

      12.2 Termination of Employment or
Termination of Consultancy.  The
following rules apply with regard to the Termination of Employment or
Termination of Consultancy of a Participant:

       

      (a) Rules
Applicable to Stock Options and Stock Appreciation Rights.  Unless
otherwise determined by the Committee at grant or, if no rights of the
Participant are reduced, thereafter:

       

      (i) Termination
by Reason of Death, Disability or Retirement.  If
a Participant's Termination of Employment or Termination of Consultancy is by
reason of death, Disability or Retirement, all Stock Options and Stock
Appreciation Rights held by such Participant may be exercised, to the extent
exercisable at the Participant's Termination of Employment or Termination of
Consultancy, by the Participant (or, in the case of death, by the legal
representative of the Participant's estate) at any time within a period of one
year from the date of such Termination of Employment or Termination of
Consultancy, but in no event beyond the expiration of the stated terms of such
Stock Options and Stock Appreciation Rights; provided, however, that, in the
case of Retirement, if the Participant dies within such exercise period, all
unexercised Stock Options and Non-Tandem Stock Appreciation Rights held by such
Participant shall thereafter be exercisable, to the extent to which they were
exercisable at the time of death, for a period of one year from the date of such
death, but in no event beyond the expiration of the stated term of such Stock
Options and Non-Tandem Stock Appreciation Rights.

       

      (ii) Involuntary
Termination Without Cause.  If
a Participant's Termination of Employment or Termination of Consultancy is by
involuntary termination without Cause, all Stock Options and Stock Appreciation
Rights held by such Participant may be exercised, to the extent exercisable at
Termination of Employment or Termination of Consultancy, by the Participant at
any time within a period of 90 days from the date of such Termination of
Employment or Termination of Consultancy, but in no event beyond the expiration
of the stated term of such Stock Options and Stock Appreciation
Rights.

       

      (iii) Voluntary
Termination.  If
a Participant's Termination of Employment or Termination of Consultancy is
voluntary (other than a voluntary termination described in Section
12.2(a)(iv)(B) below), all Stock Options and Stock Appreciation Rights held by
such Participant may be exercised, to the extent exercisable at Termination of
Employment or Termination of

       

      
        
          
          

        

        
          26

          
            

          

        

        
          
          

        

         

        Consultancy,
by the Participant at any time within a period of 30 days from the date of such
Termination of Employment or Termination of Consultancy, but in no event beyond
the expiration of the stated terms of such Stock Options and Stock Appreciation
Rights.  Notwithstanding the foregoing, effective for Stock Options
and Stock Appreciation Rights granted on or after October 19, 2000, if a
Participant's Termination of Employment or Termination of Consultancy is
voluntary, all Stock Options and Stock Appreciation Rights held by such
Participant shall thereupon terminate and expire as of the date of such
Termination of Employment or Termination of Consultancy.

      

       

      (iv) Termination
for Cause.  If
a Participant's Termination of Employment or Termination of Consultancy
(A) is for Cause or (B) is a voluntary termination (as provided in
subsection (iii) above) within 90 days after an event which would be grounds for
a Termination of Employment or Termination of Consultancy for Cause, all Stock
Options and Stock Appreciation Rights held by such Participant shall thereupon
terminate and expire as of the date of such Termination of Employment or
Termination of Consultancy.

       

      (b) Rules
Applicable to Restricted Stock.  Subject
to the applicable provisions of the Restricted Stock Award agreement and this
Plan, upon a Participant's Termination of Employment or Termination of
Consultancy for any reason during the relevant Restriction Period, all
Restricted Stock still subject to restriction will vest or be forfeited in
accordance with the terms and conditions established by the Committee at grant
or thereafter.

       

      (c) Rules
Applicable to Performance Shares and Performance Units.  Subject
to the applicable provisions of the Award agreement and this Plan, upon a
Participant's Termination of Employment or Termination of Consultancy for any
reason during the Performance Period, the Performance Unit Cycle or other period
or restriction as may be applicable for a given Award, the Performance Shares or
Performance Units in question will vest (to the extent applicable and to the
extent permissible under Section 162(m) of the Code) or be forfeited in
accordance with the terms and conditions established by the Committee at grant
or thereafter.

       

      (d) Rules
Applicable to Other Stock-Based Awards.  Subject
to the applicable provisions of the Award agreement and this Plan, upon a
Participant's Termination of Employment or Termination of Consultancy for any
reason during any period or restriction as may be applicable for a given Award,
the Other Stock-Based Awards in question will vest or be forfeited in accordance
with the terms and conditions established by the Committee at grant or
thereafter.

       

       

      ARTICLE
XIII

       

      NON-EMPLOYEE
DIRECTOR STOCK OPTION GRANTS

       

      13.1 Stock
Options.  The
terms of this Article XIII shall apply only to Stock Options granted to
Non-Employee Directors.

       

      13.2 Grants.  Without
further action by the Board or the stockholders of the Company, each
Non-Employee Director shall, subject to the terms of the Plan, be
granted:

       

      (a) Stock
Options to purchase 4,500 shares of Common Stock as of the date the Non-Employee
Director begins service as a Non-Employee Director on the Board (subject to
increase or decrease pursuant to Section 4.2), provided that the Non-Employee
Director began service on or after the Effective Date; and

       

      (b) In
addition to Stock Options granted pursuant to (a) above, Stock Options to
purchase 12,500 shares of Common Stock as of June 2 of each year (subject
to increase or decrease pursuant to Section 4.2), commencing June 2, 2009,
provided he or she has not, as of such day, experienced a Termination of
Directorship and provided further that he or she has been a Non-Employee
Director for at least six months as of such June 2 date. Effective as of November 9, 2009,


       

      
        
          
          

        

        
          27

          
            

          

        

        
          
          

        

         

        in the
case of a Non-Employee Director who has not been such for at least six months as
of such June 2 date, he or she shall be entitled to a prorated grant of Stock
Options to purchase shares of Common Stock in an amount equal to the product of
12,500 and a fraction, the numerator of which is the number of months such
Non-Employee Director served as such (counting, for this purpose, any partial
month of service as one month) and the denominator of which is
six.

      

       

      13.3 Non-Qualified Stock
Options.  Stock
Options granted under this Article XIII shall be Non-Qualified Stock
Options.

       

      13.4 Terms of Stock
Options.  Stock
Options granted under this Article XIII shall be subject to the following terms
and conditions, and shall be in such form and contain such additional terms and
conditions, not inconsistent with the terms of this Plan, as the Board shall
deem desirable:

       

      (a) Stock
Option Price.  The
Stock Option price per share of Common Stock purchasable under a Stock Option
shall equal 100% of the Fair Market Value of the share of Common Stock at the
time of grant.

       

      (b) Stock
Option Term.  The
term of each Stock Option granted (i) prior to August 1, 2005 shall be ten (10)
years and (ii) on or after August 1, 2005 shall be five (5) years.

       

      (c) Exercisability.  Stock
Options granted to Non-Employee Directors pursuant to Section 13.2 shall vest
and become exercisable (i) on the first anniversary of date of grant for Stock
Options granted prior to August 1, 2005 and (ii) in installments over a three
(3) year period, commencing on the date of grant for Stock Options granted on or
after August 1, 2005, at the rate of 25% effective on the first and second
anniversaries of the date of grant and 50% on the third anniversary of the date
of grant; provided that in any event the Stock Option may become vested only
during the continuance of his or her service as a director of the
Company.

       

      (d) Method
of Exercise.  Subject
to whatever waiting period provisions apply under subsection (c) above, Stock
Options may be exercised in whole or in part at any time and from time to time
during the Stock Option term, by giving written notice of exercise to the
Company specifying the number of shares to be purchased.  Such notice
shall be accompanied by payment in full of the purchase price as
follows:  (i) in cash or by check, bank draft or money order
payable to the Company; (ii) to the extent permitted by law, if the Common
Stock is traded on a national securities exchange, through a "cashless exercise"
procedure whereby the Participant delivers irrevocable instructions to a broker
satisfactory to the Company to deliver promptly to the Company an amount equal
to the purchase price; or (iii) such other arrangement for the satisfaction
of the purchase price, as the Board may accept.  If and to the extent
determined by the Board in its sole discretion at or after grant, payment in
full or in part may also be made in the form of Common Stock owned by the
Participant (and for which the Participant has good title free and clear of any
liens and encumbrances) based on the Fair Market Value of the Common Stock on
the payment date.  No shares of Common Stock shall be issued until
payment, as provided herein, therefore has been made or provided
for.

       

      (e) Form,
Modification, Extension and Renewal of Stock Options.  Subject
to the terms and conditions and within the limitations of the Plan, a Stock
Option shall be evidenced by such form of agreement or grant as is approved by
the Board, and the Board may modify, extend or renew outstanding Stock Options
granted under the Plan (provided that the rights of a Participant are not
reduced without his consent).

       

      13.5 Termination of
Directorship.  The
following rules apply with regard to Stock Options upon the Termination of
Directorship:

       

      (a) Termination
of Directorship by Reason of Death, Disability or Otherwise Ceasing to be a
Director.  Except
as otherwise provided herein, upon the Termination of Directorship by reason of
death, Disability, resignation, failure to stand for reelection or failure to be
reelected or 

       

      
        
          
          

        

        
          28

          
            

          

        

        
          
          

        

         

        otherwise, all outstanding Stock Options
exercisable and not exercised shall remain exercisable to the extent exercisable
on such date of Termination of Directorship by the Participant or, in the case
of death, by the Participant's estate or by the person given authority to
exercise such Stock Options by his or her will or by operation of law, at any
time prior to the expiration of the stated term of such Stock
Option.

      

       

      (b) Cancellation
of Options.  Except
as provided in Section 13.6, no Stock Options that were not exercisable as of
the date of Termination of Directorship shall thereafter become exercisable upon
a Termination of Directorship for any reason or no reason whatsoever, and such
Stock Options shall terminate and become null and void upon a Termination of
Directorship.  If a Non-Employee Director's Termination of
Directorship is for Cause, all Stock Options held by the Non-Employee Director
shall thereupon terminate and expire as of the date of termination.

       

      13.6 Acceleration of
Exercisability.  All
Stock Options granted to a Non-Employee Director and not previously exercisable
shall become fully exercisable upon such Director's death, and all Stock Options
granted to Non-Employee Directors and not previously exercisable shall become
fully exercisable immediately upon a Change in Control (as defined in Section
14.2).

       

      13.7 Changes.

       

      (a) The
Awards to a Non-Employee Director shall be subject to Sections 4.2(a), (b) and
(c) of the Plan and this Section 13.7, but shall not be subject to Section
4.2(d).

       

      (b) If the
Company shall not be the surviving corporation in any merger or consolidation,
or if the Company is to be dissolved or liquidated, then, unless the surviving
corporation assumes the Stock Options or substitutes new Stock Options which are
determined by the Board in its sole discretion to be substantially similar in
nature and equivalent in terms and value for Stock Options then outstanding,
upon the effective date of such merger, consolidation, liquidation or
dissolution, any unexercised Stock Options shall expire without additional
compensation to the holder thereof; provided, that, the Board shall deliver
notice to each Non-Employee Director at least 30 days prior to the date of
consummation of such merger, consolidation, dissolution or liquidation which
would result in the expiration of the Stock Options and during the period from
the date on which such notice of termination is delivered to the consummation of
the merger, consolidation, dissolution or liquidation, such Participant shall
have the right to exercise in full, effective as of such consummation, all Stock
Options that are then outstanding (without regard to limitations on exercise
otherwise contained in the Stock Options) but contingent on occurrence of the
merger, consolidation, dissolution or liquidation, and, provided that, if the
contemplated transaction does not take place within a 90 day period after giving
such notice for any reason whatsoever, the notice, accelerated vesting and
exercise shall be null and void and, if and when appropriate, new notice shall
be given as aforesaid.

       

       

      ARTICLE
XIV

       

      CHANGE IN
CONTROL PROVISIONS

       

      14.1 Benefits.  In
the event of a Change in Control of the Company, except as otherwise provided by
the Committee upon the grant of an Award, the Participant shall be entitled to
the following benefits:

       

      (a) Except to
the extent provided in the applicable Award agreement, the Participant's
employment agreement with the Company or an Affiliate, as approved by the
Committee, or other written agreement approved by the Committee (as such
agreement may be amended from time to time), (i) Equity Awards granted and
not previously exercisable shall become exercisable upon a Change in Control,
(ii) restrictions to which any shares of Restricted Stock granted prior to
the Change in Control are subject shall lapse upon a Change in Control, and
(iii) the conditions required 

       

      
        
          
          

        

        
          29

          
            

          

        

        
          
          

        

         

        for vesting of any unvested Performance Units
and/or Performance Shares shall be deemed to be satisfied upon a Change in
Control.

         

        (b) The
Committee, in its sole discretion, may provide for the purchase of any Stock
Option by the Company or an Affiliate for an amount of cash equal to the excess
of the Change in Control Price (as defined below) of the shares of Common Stock
covered by such Stock Options, over the
aggregate exercise price of such Stock Options.  For purposes of this
Section 14.1, Change in Control Price shall mean the higher of (i) the
highest price per share of Common Stock paid in any transaction related to a
Change in Control of the Company, or (ii) the highest Fair Market Value per
share of Common Stock at any time during the sixty (60) day period preceding a
Change in Control.

      

       

      (c) Notwithstanding
anything to the contrary herein, unless the Committee provides otherwise at the
time a Stock Option is granted hereunder or thereafter, no acceleration of
exercisability shall occur with respect to such Stock Options if the Committee
reasonably determines in good faith, prior to the occurrence of the Change in
Control, that the Stock Options shall be honored or assumed, or new rights
substituted therefore (each such honored, assumed or substituted stock option
hereinafter called an "Alternative Option"), by a Participant's employer (or the
parent or a subsidiary of such employer) immediately following the Change in
Control, provided that any such Alternative Option must meet the following
criteria:

       

      (i) the
Alternative Option must be based on stock which is traded on an established
securities market, or which will be so traded within 30 days of the Change in
Control;

       

      (ii) the
Alternative Option must provide such Participant with rights and entitlements
substantially equivalent to or better than the rights, terms and conditions
applicable under such Stock Option, including, but not limited to, an identical
or better exercise schedule; and

       

      (iii) the
Alternative Option must have economic value substantially equivalent to the
value of such Stock Option (determined at the time of the Change in
Control).

       

      For
purposes of Incentive Stock Options, any assumed or substituted Stock Option
shall comply with the requirements
of Treasury Regulation § 1.424-1 (and any amendments thereto).

       

      (d) Notwithstanding
anything else herein, the Committee may, in its sole discretion, provide for
accelerated vesting of an Award or accelerated lapsing of restrictions on shares
of Restricted Stock at any time.

       

      14.2 Change in
Control.  A
"Change in Control" shall be deemed to have occurred:

       

      (a) upon any
"person" as such term is used in Sections 13(d) and 14(d) of the Exchange Act
(other than the Company, any trustee or other fiduciary holding securities under
any 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 Common Stock of the Company), becoming the
owner (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly,
of securities of the Company representing 30% or more of the combined voting
power of the Company's then outstanding securities;

       

      (b) during
any period of two (2) consecutive years, individuals who at the beginning of
such period constitute the Board of Directors, and any new director (other than
a director designated by a person who has entered into an agreement with the
Company to effect a transaction described in paragraph (a), (c), or (d) of this
section) or a director whose initial assumption of office occurs as a result of
either an actual or threatened election contest (as such term is used in Rule
14a-11 of Regulation 14A promulgated under the Exchange Act) or other actual or
threatened solicitation 

       

      
        
          
          

        

        
          30

          
            

          

        

        
          
          

        

         

        of
proxies or consents by or on behalf of a person other than the Board of
Directors of the Company whose election by the Board of Directors or nomination
for election by the Company's stockholders was approved by a vote of at least
two-thirds of the directors then still in office who either were directors at
the beginning of the two-year period or whose election or nomination for
election was previously so approved, cease for any reason to constitute at least
a majority of the Board of Directors;

      

       

      (c) upon a
merger or consolidation of the Company with any other corporation, other than a
merger or consolidation which would result in the voting securities of the
Company outstanding immediately prior thereto continuing to represent (either by
remaining outstanding or by being converted into voting securities of the
surviving entity) more than 50% of the combined voting power of the voting
securities of the Company or such surviving entity outstanding immediately after
such merger or consolidation; provided, however, that a merger or consolidation
effected to implement a recapitalization of the Company (or similar transaction)
in which no person (other than those covered by the exceptions in (a) above)
acquires more than 50% of the combined voting power of the Company's then
outstanding securities shall not constitute a Change in Control of the Company;
or

       

      (d) upon
approval by the stockholders of the Company of 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 other than the sale or disposition of
all or substantially all of the assets of the Company to a person or persons who
beneficially own, directly or indirectly, at least 50% or more of the combined
voting power of the outstanding voting securities of the Company at the time of
the sale.

       

       

      ARTICLE
XV

       

      TERMINATION
OR AMENDMENT OF PLAN

       

      Notwithstanding
any other provision of this Plan, the Board or the Committee may at any time,
and from time to time, amend, in whole or in part, any or all of the provisions
of this Plan (including any amendment deemed necessary to ensure that the
Company may comply with any regulatory requirement referred to in Article XVII),
or suspend or terminate it entirely, retroactively or otherwise; provided,
however, that, unless otherwise required by law or specifically provided herein,
the rights of a Participant with respect to Awards granted prior to such
amendment, suspension or termination, may not be impaired without the consent of
such Participant and, provided further, without the approval of the shareholders
of the Company in accordance with the laws of the State of Delaware, to the
extent required by the applicable provisions of Rule 16b-3 or Section 162(m) of
the Code, or, to the extent applicable to Incentive Stock Options, Section 422
of the Code, no amendment may be made which would (i) increase the
aggregate number of shares of Common Stock that may be issued under this Plan;
(ii) increase the maximum individual Participant limitations for a fiscal
year under Section 4.1(b); (iii) change the classification of employees or
Consultants eligible to receive Awards under this Plan; (iv) decrease the
minimum option price of any Stock Option or Stock Appreciation Right;
(v) extend the maximum option period under Section 6.3;
(vi) materially alter the Performance Criteria for the Award of Restricted
Stock, Performance Units, Performance Shares or cash incentive Awards as set
forth in Exhibit A; or (vii) require stockholder approval in order for this
Plan to continue to comply with the applicable provisions of Section 162(m) of
the Code or, to the extent applicable to Incentive Stock Options, Section 422 of
the Code.  In no event may this Plan be amended without the approval
of the stockholders of the Company in accordance with the applicable laws of the
State of Delaware to increase the aggregate number of shares of Common Stock
that may be issued under this Plan, decrease the minimum exercise price of any
Stock Option or Stock Appreciation Right, or to make any other amendment that
would require stockholder approval under the rules of any exchange or system on
which the Company's securities are listed or traded at the request of the
Company.

      


      The
Committee may amend the terms of any Award theretofore granted, prospectively or
retroactively, but, subject to Article IV above or as otherwise specifically
provided herein, no such amendment or other action by the Committee shall impair
the rights of any holder without the holder's consent.

       

      
        
          
          

        

        
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          ARTICLE
XVI

           

          UNFUNDED
PLAN

           

          16.1 Unfunded Status of
Plan.  This
Plan is intended to constitute an "unfunded" plan for incentive and deferred
compensation.  With respect to any payments as to which a Participant
has a fixed and
vested interest but which are not yet made to a Participant by the Company,
nothing contained herein shall give any such Participant any rights that are
greater than those of a general creditor of the
Company.

        

      

       

       

      ARTICLE
XVII

       

      GENERAL
PROVISIONS

       

      17.1 Legend.  The
Committee may require each person receiving shares pursuant to an Award under
this Plan to represent to and agree with the Company in writing that the
Participant is acquiring the shares without a view to distribution
thereof.  In addition to any legend required by this Plan, the
certificates for such shares may include any legend which the Committee deems
appropriate to reflect any restrictions on Transfer.

       

      All
certificates for shares of Common Stock delivered under this Plan shall be
subject to such stock transfer orders and other restrictions as the Committee
may deem advisable under the rules, regulations and other requirements of the
Securities and Exchange Commission, any stock exchange upon which the Common
Stock is then listed or any national securities association system upon whose
system the Common Stock is then quoted, any applicable Federal or state
securities law, and any applicable corporate law, and the Committee may cause a
legend or legends to be put on any such certificates to make appropriate
reference to such restrictions.

       

      17.2 Other
Plans.  Nothing
contained in this Plan shall prevent the Board from adopting other or additional
compensation arrangements, subject to stockholder approval if such approval is
required; and such arrangements may be either generally applicable or applicable
only in specific cases.

       

      17.3 Right to
Employment/Consultancy.  Neither
this Plan nor the grant of any Award hereunder shall give any Participant or
other employee or Consultant any right with respect to continuance of employment
or Consultancy by the Company or any Affiliate, nor shall they be a limitation
in any way on the right of the Company or any Affiliate by which an employee is
employed or a Consultant is retained to terminate his employment or Consultancy
at any time.

       

      17.4 Withholding of
Taxes.  The
Company shall have the right to deduct from any payment to be made to a
Participant, or to otherwise require, prior to the issuance or delivery of any
shares of Common Stock or the payment of any cash hereunder, payment by the
Participant of, any Federal, state or local taxes required by law to be
withheld.  Upon the vesting of Restricted Stock, or upon making an
election under Code Section 83(b), a Participant shall pay all required
withholding to the Company.

       

      Any such
withholding obligation with regard to any Participant may be satisfied, subject
to the consent of the Committee, by reducing the number of shares of Common
Stock otherwise deliverable or by delivering shares of Common Stock already
owned.   Any fraction of a share of Common Stock required to
satisfy such tax obligations shall be disregarded and the amount due shall be
paid instead in cash by the Participant.

       

      17.5 Listing and Other
Conditions.

       

      (a) As long
as the Common Stock is listed on a national securities exchange or system
sponsored by a national securities association, the issue of any shares of
Common Stock pursuant to an Award shall be conditioned upon such shares being
listed on such exchange or system.  The 

       

      
        
          
          

        

        
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        Company
shall have no obligation to issue such shares unless and until such shares are
so listed, and the right to exercise any Stock Option with respect to such
shares shall be suspended until such listing has been effected. 

           

          (b) If at any
time counsel to the Company shall be of the opinion that any sale or delivery of
shares of Common Stock pursuant to an Award is or may in the circumstances be
unlawful or result in the imposition of excise taxes on the Company under the
statutes, rules or regulations of any applicable jurisdiction, the
Company shall have no obligation to make such sale or delivery, or to make any
application or to effect or to maintain any qualification or registration under
the Securities Act or otherwise with respect to shares of Common Stock or
Awards, and the right to exercise any Stock Option shall be suspended until, in
the opinion of said counsel, such sale or delivery shall be lawful or will not
result in the imposition of excise taxes on the Company.

        

      

       

      (c) Upon
termination of any period of suspension under this Section 17.5, any Award
affected by such suspension which shall not then have expired or terminated
shall be reinstated as to all shares available before such suspension and as to
shares which would otherwise have become available during the period of such
suspension, but no such suspension shall extend the term of any Stock
Option.

       

      17.6 Governing
Law.  This
Plan shall be governed and construed in accordance with the laws of the State of
Delaware (regardless of the law that might otherwise govern under applicable
Delaware principles of conflict of laws).

       

      17.7 Construction.  Wherever
any words are used in this Plan in the masculine gender they shall be construed
as though they were also used in the feminine gender in all cases where they
would so apply, and wherever any words are used herein in the singular form they
shall be construed as though they were also used in the plural form in all cases
where they would so apply.

       

      17.8 Other
Benefits.  No
Award payment under this Plan shall be deemed compensation for purposes of
computing benefits under any retirement plan of the Company or its subsidiaries
nor affect any benefits under any other benefit plan now or subsequently in
effect under which the availability or amount of benefits is related to the
level of compensation, unless otherwise specifically stated in such other
benefit plan.

       

      17.9 Costs.  The
Company shall bear all expenses included in administering this Plan, including
expenses of issuing Common Stock pursuant to any Awards hereunder.

       

      17.10 No Right to Same
Benefits.  The
provisions of Awards need not be the same with respect to each Participant, and
such Awards to individual Participants need not be the same in subsequent
years.

       

      17.11 Death/Disability.  The
Committee may in its discretion require the transferee of a Participant to
supply it with written notice of the Participant's death or Disability and to
supply it with a copy of the will (in the case of the Participant's death) or
such other evidence as the Committee deems necessary to establish the validity
of the transfer of an Award.  The Committee may also require that the
agreement of the transferee to be bound by all of the terms and conditions of
this Plan.

       

      17.12 Section 16(b) of the
Exchange Act.  All
elections and transactions under this Plan by persons subject to Section 16 of
the Exchange Act involving shares of Common Stock are intended to comply with
any applicable exemptive condition under Rule 16b-3.  The Committee
may establish and adopt written administrative guidelines, designed to
facilitate compliance with Section 16(b) of the Exchange Act, as it may deem
necessary or proper for the administration and operation of this Plan and the
transaction of business thereunder.

       

      17.13 Section 409A of the
Code.  This
Plan is intended to comply with the applicable requirements of Section 409A of
the Code and shall be limited, construed and interpreted in a manner so as to


       

      
        
          
          

        

        
          33

          
            

          

        

        
          
          

        

         

        comply therewith.  Notwithstanding
anything herein to the contrary, any provision in this Plan that is inconsistent
with Section 409A of the Code shall be deemed to be amended to comply with
Section 409A of the Code and to the extent such provision cannot be amended to
comply therewith, such provision shall be null and void.

      

       

      17.14 Severability of
Provisions.  If
any provision of this Plan shall be held invalid or unenforceable, such
invalidity or unenforceability shall not affect any other provisions hereof, and
this Plan shall be construed and enforced as if such provisions had not been
included.

       

      17.15 Headings and
Captions.  The
headings and captions herein are provided for reference and convenience only,
shall not be considered part of this Plan, and shall not be employed in the
construction of this Plan.

       

       

      ARTICLE
XVIII

       

      EFFECTIVE
DATE OF PLAN

       

      The Plan
was originally adopted by the Board and effective on October 19, 1999, subject
to approval by the stockholders of the Company (which was obtained at the
stockholders meeting held on December 14, 1999).  The Plan was
thereafter amended and restated in accordance with the requirements of the laws
of the State of Delaware.  The Board approved the amendment and
restatement of the Plan on October 9, 2006 and such amended and restated plan
became effective on October 9, 2006, subject to approval of the provisions of
this Plan adding a cash incentive Award and re-approval of the Performance
Criteria for performance-based Equity Awards by the stockholders of the Company
in accordance with the requirements of the laws of the State of Delaware or such
later date as provided in the adopting resolution.  The stockholders
of the Company approved the amendments that were subject to stockholder approval
at the stockholder meeting held on December 5, 2006.  A further
restatement of the Plan was approved by the Board on December 6, 2007 which
incorporated amendments effective on November 9, 2007 (deleting the Plan
provision authorizing the Committee with the authority to buy out previously
granted stock options based on terms and conditions established by the
Committee) and on December 6, 2007 (increasing the number of shares available
for grant of Awards under the Plan by 850,000).  A further restatement
of the Plan was approved by the Board on June 2, 2009 which incorporated
amendments effective on June 2, 2009 (changing the date of grant of the annual
grants of Stock Options to Non-Employee Directors).  This restatement
was approved by the Board on [     ] and incorporates
amendments effective on October 18, 2009 (increasing the number of shares
available for grant of Awards under the Plan by 2,375,000, adjusting the maximum
annual grant of Performance Units and the maximum annual potential amount
earnable under Performance Units, limiting the Committee's authority to amend or
substitute a SAR or to issue Awards or cash in exchange for an Option or SAR in
certain circumstances without stockholder approval, changing the conversion
method for Performance Units, clarifying Plan provisions in compliance with
Section 409A of the Code, and prohibiting any transfers or dispositions of
Non-Qualified Stock Options to Family Members for value), certain of which were
subject to the approval by the stockholders of the Company.  The
stockholders of the Company approved the amendments that were subject to
stockholder approval at the stockholder meeting held on December 9,
2009.

      


       

      ARTICLE
XIX

       

      TERM OF
PLAN

       

      No Award
shall be granted pursuant to this Plan on or after October 18, 2019, but Awards
granted prior to such date may extend beyond that date.  The foregoing
notwithstanding, any Awards (the vesting or payment of which is conditioned on
the satisfaction of Performance Criteria) intended to qualify as
"performance-based compensation" under Section 162(m) of the Code may be granted
until the date of the first Annual Meeting of Stockholders that occurs in the
fifth year following the year in which the Company's stockholders last
previously re-approved the Performance Criteria (even if this deadline extends
past the date at which other Awards may be granted under the Plan).




      
        
          
             

          

           


        

        
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      EXHIBIT
A

       

      PERFORMANCE
CRITERIA

       

      Performance
Goals established for purposes of conditioning the grant of an Award of
Restricted Stock based on performance or the vesting of performance-based Awards
of Restricted Stock, Performance Units, Performance Shares and/or cash incentive
Awards shall be based on one or more of the following performance criteria
("Performance Criteria"): (i) the attainment of certain target levels of,
or a specified percentage increase in, revenues, income before income taxes and
extraordinary items, net income, income before income tax and stock based
compensation expense, earnings before income tax, earnings before interest,
taxes, depreciation and amortization or a combination of any or all of the
foregoing; (ii) the attainment of certain target levels of, or a percentage
increase in, after-tax or pre-tax profits including, without limitation, that
attributable to continuing and/or other operations; (iii) the attainment of
certain target levels of, or a specified increase in, operational cash flow;
(iv) the achievement of a certain level of, reduction of, or other
specified objectives with regard to limiting the level of increase in, all or a
portion of, the Company's bank debt or other long-term or short-term public or
private debt or other similar financial obligations of the Company, which may be
calculated net of such cash balances and/or other offsets and adjustments as may
be established by the Committee; (v) the attainment of target levels of or
a specified percentage increase in earnings per share or earnings per share from
continuing operations; (vi) the attainment of certain target levels of, or
a specified increase in return on capital employed or return on invested
capital; (vii) the attainment of certain target levels of, or a percentage
increase in, after-tax or pre-tax return on stockholders' equity;
(viii) the attainment of certain target levels of, or a specified increase
in, economic value added targets based on a cash flow return on investment
formula; (ix) the attainment of certain target levels of or specified
increases in the fair market value of the shares of the Company's common stock;
and (x) the growth in the value of an investment in the Company's common
stock assuming the reinvestment of dividends.  For purposes of item
(i) above, "extraordinary items" shall mean all items of gain, loss or expense
for the fiscal year determined to be extraordinary or unusual in nature or
infrequent in occurrence or related to a corporate transaction (including,
without limitation, a disposition or acquisition) or related to a change in
accounting principle, all as determined in accordance with standards established
by Opinion No. 30 of the Accounting Principles Board.  The Committee
may specify that specific items of income or expense may be included or excluded
from the calculation of achievement of any of the foregoing Performance
Criteria.

      


      In
addition, such Performance Criteria may be based upon the attainment of
specified levels of Company (or subsidiary, division or other operational unit
of the Company) performance under one or more of the measures described above
relative to the performance of other corporations.  To the extent
permitted under Code Section 162(m), but only to the extent permitted under Code
Section 162(m) (including, without limitation, compliance with any requirements
for stockholder approval), the Committee may:  (i) designate
additional business criteria on which the Performance Criteria may be based or
(ii) adjust, modify or amend the aforementioned business
criteria.

      

        
          
            
               

            

             


          

          
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