Exhibit
10.1





United
eSystems, Inc.


(a
Nevada corporation)


2008
Incentive Stock Plan





1.           Purpose.  The
purpose of this 2008 Incentive Stock Plan (this “Plan”) is to assist
United eSystems, Inc., a Nevada corporation (the “Company”) and its
Related Entities (as hereinafter defined) in attracting, motivating, retaining
and rewarding high-quality executives and other employees, officers, directors,
consultants and other persons who provide services to the Company or its Related
Entities by enabling such persons to acquire or increase a proprietary interest
in the Company in order to strengthen the mutuality of interests between such
persons and the Company’s shareholders, and providing such persons with annual
and long-term performance incentives to expend their maximum efforts in the
creation of shareholder value.  This Plan is intended to qualify
certain compensation awarded under this Plan for tax deductibility under Section
162(m) of the Code (as hereafter defined) to the extent deemed appropriate by
the Plan Administrator (as hereafter defined).





2.           Definitions.  For
purposes of this Plan, the following terms shall be defined as set forth below,
in addition to such terms defined in this Plan.





(a)           “Applicable Laws”
means the requirements relating to the administration of equity compensation
plans under U.S. state corporate laws, U.S. federal and state securities laws,
the Code, the rules and regulations of any stock exchange upon which the Stock
is listed and the applicable laws of any foreign country or jurisdiction where
Awards are granted under this Plan.





(b)           “Award” means any
award granted pursuant to the terms of this Plan including, an Option, Stock
Appreciation Right, Restricted Stock, Stock Unit, Stock granted as a bonus or in
lieu of another award, Dividend Equivalent, Other Stock-Based Award or
Performance Award, together with any other right or interest, granted to a
Participant under this Plan.





(c)           “Award Agreement”
means the written agreement evidencing an Award granted under this
Plan.





(d)           “Beneficiary” means
the person, persons, trust or trusts that have been designated by a Participant
in his or her most recent written beneficiary designation filed with the Plan
Administrator to receive the benefits specified under this Plan upon such
Participant’s death or to which Awards or other rights are transferred if and to
the extent permitted under Section 10(b) hereof.  If, upon a
Participant’s death, there is no designated Beneficiary or surviving designated
Beneficiary, then the term Beneficiary means the person, persons, trust or
trusts entitled by will or the laws of descent and distribution to receive such
benefits.





(e)           “Beneficial Owner,”
“Beneficially
Owning” and “Beneficial Ownership”
shall have the meanings ascribed to such terms in Rule 13d-3 under the Exchange
Act and any successor to such Rule.


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(f)            “Board” means the
Company’s Board of Directors.





(g)           “Cause” shall, with
respect to any Participant, have the meaning specified in the Award
Agreement.  In the absence of any definition in the Award Agreement,
“Cause” shall
have the equivalent meaning or the same meaning as “cause” or “for cause” set forth
in any employment, consulting, or other agreement for the performance of
services between the Participant and the Company or a Related Entity or, in the
absence of any such definition in such agreement, such term shall mean: (i) the
failure by the Participant to perform his or her duties as assigned by the
Company (or a Related Entity) in a reasonable manner; (ii) any material
violation or material breach by the Participant of his or her employment,
consulting or other similar agreement with the Company (or a Related Entity), if
any; (iii) any violation or breach by the Participant of any confidential
information and invention assignment, non-competition, non-solicitation,
non-disclosure and/or other similar agreement with the Company or a Related
Entity, if any; (iv) any act by the Participant of dishonesty or bad faith with
respect to the Company (or a Related Entity); (v) any material violation or
breach by the Participant of the Company’s or a Related Entity’s policy for
employee conduct, if any; (vi) use of alcohol, drugs or other similar substances
in a manner that adversely affects the Participant’s work performance; or (vii)
the commission by the Participant of any act, misdemeanor, or crime reflecting
unfavorably upon the Participant or the Company or any Related
Entity.  The good faith determination of the Plan Administrator of
whether the Participant’s Continuous Service has been terminated for “Cause” shall be final
and binding on all parties and for all purposes hereunder.





(h)           “Change in Control”
means and shall be deemed to have occurred on the earliest of the following
dates: (i) the date on which any “person” (as such term
is used in Sections 13(d) and 14(d) of the Exchange Act) obtains “beneficial ownership”
(as defined in Rule 13d-3 of the Exchange Act) or a pecuniary interest in fifty
percent or more of the combined voting power of the Company’s then outstanding
securities (“Voting
Stock”); (ii) the consummation of a merger, consolidation, reorganization
or similar transaction other than a transaction (A) in which substantially all
of the holders of Company’s Voting Stock hold or receive directly or indirectly
fifty percent or more of the voting stock of the resulting entity or a parent
company thereof, in substantially the same proportions as their ownership of the
Company immediately prior to the transaction or (B) in which the holders of
Company’s capital stock immediately before such transaction will, immediately
after such transaction, hold as a group on a fully diluted basis the ability to
elect at least a majority of the directors of the surviving corporation (or a
parent company); (iii) there is consummated a sale, lease, exclusive license or
other disposition of all or substantially all of the consolidated assets of the
Company and its Subsidiaries, other than a sale, lease, license or other
disposition of all or substantially all of the consolidated assets of the
Company and its Subsidiaries to an entity, fifty percent or more of the combined
voting power of the voting securities of which are owned by shareholders of the
Company in substantially the same proportions as their ownership of the Company
immediately prior to such sale, lease, license or other disposition; or (iv)
individuals who, on the date this Plan is adopted by the Board, are Directors
(the “Incumbent
Board”) cease for any reason to constitute at least a majority of the
Directors; provided, however, that if the appointment or election (or nomination
for election) of any new Director was approved or recommended by a majority
vote


2


of
the members of the Incumbent Board then still in office, such new member shall,
for purposes of this Plan, be considered as a member of the Incumbent
Board.  For purposes of determining whether a Change in Control has
occurred, a transaction includes all transactions in a series of related
transactions, and terms used in this definition but not defined are used as
defined in this Plan.  The term Change in Control shall not include a
sale of assets, merger or other transaction effected exclusively for the purpose
of changing the domicile of the Company.





Notwithstanding
the foregoing or any other provision of this Plan, the definition of Change in
Control (or any analogous term) in an individual written agreement between the
Company and the Participant shall supersede the foregoing definition with
respect to Awards subject to such agreement (it being understood, however, that
if no definition of Change in Control or any analogous term is set forth in such
an individual written agreement, the foregoing definition shall
apply).





(i)           “Code” means the
Internal Revenue Code of 1986, as amended from time to time, including
regulations thereunder and successor provisions and regulations
thereto.





(j)           “Committee” means a
committee designated by the Board to administer this Plan with respect to at
least a group of Employees, Directors or Consultants.





(k)           “Consultant” means any
person (other than an Employee or a Director, solely with respect to rendering
services in such person’s capacity as a director) who is engaged by the Company
or any Related Entity to render consulting or advisory services to the Company
or such Related Entity.





(l)           “Continuous Service”
means uninterrupted provision of services to the Company or any Related Entity
in the capacity as either an officer, Employee, Director, Consultant or other
service provider.  Continuous Service shall not be considered to be
interrupted in the case of: (i) any approved leave of absence; (ii) transfers
among the Company, any Related Entities, or any successor entities, in the
capacity as either an officer, Employee, Director, Consultant or other service
provider; or (iii) any change in status as long as the individual remains in the
service of the Company or a Related Entity in the capacity as either an officer,
Employee, Director, Consultant or other service provider (except as otherwise
provided in the Award Agreement).  An approved leave of absence shall
include sick leave, military leave, or any other authorized personal
leave.





(m)           “Corporate
Transaction” means the occurrence, in a single transaction or in a series
of related transactions, of any one or more of the following events: (i) a sale,
lease, exclusive license or other disposition of a significant portion of the
consolidated assets of the Company and its Subsidiaries, as determined by the
Board in its discretion; (ii) a sale or other disposition of more than twenty
percent of the outstanding securities of the Company; or (iii) a merger,
consolidation, reorganization or similar transaction, whether or not the Company
is the surviving corporation.


(n)             “Covered Employee”
means an Eligible Person who is a Covered Employee as specified in Section 7 of
this Plan.


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(o)           “Director” means a
member of the Board or the board of directors of any Related
Entity.





(p)           “Disability” means a
permanent and total disability (within the meaning of Code Section 22(e)), as
determined by a medical doctor satisfactory to the Plan
Administrator.





(q)           “Dividend Equivalent”
means a right, granted to a Participant under Section 6(g) hereof, to receive
cash, Stock, other Awards or other property equal in value to dividends paid
with respect to a specified number of Shares, or other periodic
payments.





(r)           “Effective Date” means
the effective date of this Plan, which shall be the date this Plan is adopted by
the Board, subject to the subsequent approval of the shareholders of the
Company.





(s)           “Eligible Person”
means each officer, Director, Employee or Consultant who provides services to
the Company or any Related Entity.  The foregoing notwithstanding,
only common law employees of the Company, the Parent, or any Subsidiary shall be
Eligible Persons for purposes of receiving any Incentive Stock
Options.  An Employee on leave of absence may be considered as still
in the employ of the Company or a Related Entity for purposes of eligibility for
participation in this Plan.





(t)           “Employee” means any
person, including an officer or Director, who is an employee of the Company or
any Related Entity.  The payment of a director’s fee by the Company or
a Related Entity shall not be sufficient to constitute “employment” by the
Company.





(u)           “Exchange Act” means
the Securities Exchange Act of 1934, as amended from time to time, including
rules thereunder and successor provisions and rules thereto.





(v)           “Fair Market Value”
means the fair market value of Shares, Awards or other property as determined by
the Plan Administrator, or under procedures established by the Plan
Administrator.  Unless otherwise determined by the Plan Administrator,
the Fair Market Value of a Share as of any given date, after which the Stock is
publicly traded on a stock exchange or market, shall be the closing sale price
per share reported on a consolidated basis for stock listed on the principal
stock exchange or market on which the Stock is traded on the date as of which
such value is being determined or, if there is no sale on that date, then on the
last previous day on which a sale was reported.





(w)           “Good Reason” shall,
with respect to any Participant, have the meaning specified in the Award
Agreement.  In the absence of any definition in the Award Agreement,
“Good Reason”
shall have the equivalent meaning (or the same meaning as “good reason” or
“for good
reason”) set forth in any employment, consulting or other agreement for
the performance of services between the Participant and the Company or a Related
Entity or, in the absence of any such definition in such agreement, such term
shall mean: (i) the assignment to the Participant of any duties inconsistent in
any material respect with the Participant’s position (including status, offices,
titles and reporting requirements), authority, duties or responsibilities as
assigned by the Company or a Related Entity, or any other action by the Company
(or a


4





Related
Entity) that results in a material diminution in such duties or
responsibilities, excluding for this purpose an isolated, insubstantial and
inadvertent action not taken in bad faith, and that is remedied by the Company
(or a Related Entity) promptly after receipt of notice thereof given by the
Participant; (ii) any material failure by the Company (or a Related Entity) to
comply with its material obligations to the Participant as agreed upon (other
than an isolated, insubstantial and inadvertent failure not occurring in bad
faith) that is remedied by the Company (or a Related Entity) promptly after
receipt of notice thereof given by the Participant; (iii) the Company’s (or
Related Entity’s) requiring the Participant to be based at any office or
location more than one hundred miles from the location of employment immediately
prior to such relocation, except for travel reasonably required in the
performance of the Participant’s responsibilities; (iv) any purported
termination by the Company (or a Related Entity) of the Participant’s Continuous
Service otherwise than for Cause (as defined in Section 2(h)), death, or by
reason of the Participant’s Disability (as defined in Section 2(q)); or (v) any
reduction in the Participant’s base salary.





(x)           “Incentive Stock
Option” means any Option intended to be designated as an incentive stock
option within the meaning of Code Section 422 or any successor provision
thereto.





(y)           “Non-Qualified Stock
Option” means any Option that is not intended to be designated as an
Incentive Stock Option.





(z)           “Option” means a right
granted to a Participant under Section 6(b) hereof, to purchase Stock or other
Awards at a specified price during specified time periods.





(aa)           “Option Expiration
Date” means the date of expiration of the Option’s maximum term as set
forth in the Award Agreement evidencing such Option.





(bb)           “Other Stock-Based
Awards” means Awards granted to a Participant pursuant to Section 6(i)
hereof.





(cc)           “Parent” means any
corporation (other than the Company), whether now or hereafter existing, in an
unbroken chain of corporations ending with the Company, if each of the
corporations in the chain (other than the Company) owns stock possessing fifty
percent or more of the combined voting power of all classes of stock in one of
the other corporations in the chain.





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





(ee)           “Performance Award”
means a right, granted to an Eligible Person under Section 6(h) and, if
applicable, Section 7 hereof, to receive Awards based upon performance criteria
specified by the Plan Administrator.





(ff)           “Performance Period”
means that period of time established by the Plan Administrator at the time any
Performance Award is granted or at any time thereafter during


5




which
any performance goals specified by the Plan Administrator with respect to such
Award are to be measured.





(gg)           “Person” has the
meaning ascribed to such term in Section 3(a)(9) of the Exchange Act and used in
Sections 13(d) and 14(d) thereof, and shall include a “group” as defined in
Section 12(d) thereof.





(hh)           “Plan Administrator”
means the Board or any Committee delegated by the Board to administer this
Plan.  There may be different Plan Administrators with respect to
different groups of Eligible Persons.





(ii)           “Related Entity” means
any Subsidiary and any business, corporation, partnership, limited partnership,
limited liability company or other entity designated by the Plan Administrator
in which the Company, a Parent or a Subsidiary, directly or indirectly, holds a
substantial ownership interest.





(jj)           “Restricted Stock”
means Stock granted to a Participant under Section 6(d) hereof, that is subject
to certain restrictions, including a risk of forfeiture.





(kk)           “Rule 16b-3” and
“Rule
16a-1(c)(3)” means Rule 16b-3 and Rule 16a-1(c)(3), as from time to time
in effect and applicable to this Plan and Participants, promulgated by the
Securities and Exchange Commission under Section 16 of the Exchange
Act.





(ll)           “Share” or “Shares” mean one or
more shares of Stock, and one or more shares of such other securities as may be
substituted (or resubstituted) for Stock pursuant to Section 10(c)
hereof.





(mm)                      “Stock” means the
Company’s common stock, and such other securities as may be substituted (or
resubstituted) for the Company’s common stock pursuant to Section 10(c)
hereof.





(nn)           “Stock Appreciation
Right” means a right granted to a Participant pursuant to Section 6(c)
hereof.





(oo)           “Stock Unit” means a
right, granted to a Participant pursuant to Section 6(e) hereof, to receive
Shares, cash or a combination thereof at the end of a specified period of
time.





(pp)           “Subsidiary” means any
corporation (other than the Company), whether now or hereafter existing, in an
unbroken chain of corporations beginning with the Company, if each of the
corporations other than the last corporation in the unbroken chain owns stock
possessing fifty percent or more of the total combined voting power of all
classes of stock in one of the other corporations in such
chain.


6





3.           Administration.





(a)           Administration by
Board.  The Board shall administer this Plan unless and until
the Board delegates administration to a Committee, as provided in Section
3(b).





(b)           Delegation to
Committee.





(i)           General.  The Board
may delegate administration of this Plan to a Committee or Committees, and the
term “Committee” shall
apply to any person or persons to whom such authority has been
delegated.  If administration is delegated to a Committee, the
Committee shall have, in connection with the administration of this Plan, the
powers theretofore possessed by the Board, including the power to delegate to a
subcommittee any of the administrative powers the Committee is authorized to
exercise (and references in this Plan to the Board shall thereafter be to the
Committee or subcommittee), subject, however, to such resolutions, not
inconsistent with the provisions of this Plan, as may be adopted from time to
time by the Board.  The Board may abolish the Committee at any time
and revest in the Board the administration of this Plan.





(ii)           Section 162(m) and Rule 16b-3
Compliance.  In the discretion of the Board, the Committee may
consist solely of two or more “Outside Directors”,
in accordance with Code Section 162(m), and/or solely of two or more “Non-Employee
Directors”, in accordance with Rule 16b-3.  In addition, the
Board or the Committee may delegate to a committee the authority to grant Awards
to eligible persons who are either: (A) not then Covered Employees and are not
expected to be Covered Employees at the time of recognition of income resulting
from such Award; (B) not persons with respect to whom the Company wishes to
comply with Code Section 162(m); or (C) not then subject to Section 16 of the
Exchange Act.





(c)           Powers of the Plan
Administrator.  The Plan Administrator shall have the power,
subject to, and within the limitations of, the express provisions of this
Plan:





(i)           To
determine from time to time which of the persons eligible under this Plan shall
be granted Awards, when and how each Award shall be granted, what type or
combination of types of Award shall be granted, the provisions of each Award
granted (which need not be identical), including the time or times when a person
shall be permitted to receive Shares or cash pursuant to an Award, and the
number of Shares or amount of cash with respect to which an Award shall be
granted to each such person;





(ii)           To
construe and interpret this Plan and Awards granted under it, and to establish,
amend and revoke rules and regulations for its administration, and to correct
any defect, omission or inconsistency in this Plan or in any Award Agreement, in
a manner and to the extent it shall deem necessary or expedient to make this
Plan fully effective;





(iii)           To
amend this Plan or an Award as provided in Section 10(e);


(iv)           To
terminate or suspend this Plan as provided in Section 10(e);




(v)           To
adopt such modifications, procedures, and subplans as may be necessary or
desirable to comply with provisions of the laws of foreign countries in which
the


7





Company
or Related Entities may operate to assure the viability of the benefits from
Awards granted to Participants performing services in such countries and to meet
the objectives of this Plan;





(vi)           To
make all determinations required under this Plan or any Award Agreements
thereunder, including, but not limited to, the determination if there has been a
Change in Control, a Corporate Transaction, whether a termination of Continuous
Service was for Cause or for Good Reason and whether a Participant was prevented
from selling his or her Shares due to federal or state securities laws or by
agreement; and





(vii)           Generally,
to exercise such powers and to perform such acts as the Plan Administrator deems
necessary or appropriate to promote the best interests of the Company and that
are not in conflict with the provisions of this Plan.





(d)           Effect of Plan
Administrator’s Decision.  All determinations, interpretations
and constructions made by the Plan Administrator in good faith shall not be
subject to review by any person and shall be final, binding and conclusive on
all persons.





(e)           Arbitration.  Any
dispute or claim concerning any Award granted (or not granted) pursuant to this
Plan or any disputes or claims relating to or arising out of this Plan shall be
fully, finally and exclusively resolved by binding and confidential arbitration
conducted pursuant to the rules of Judicial Arbitration and Mediation Services,
Inc. (“JAMS”)
in the nearest city in which JAMS conducts business to the city in which the
Participant is employed by the Company.  The Company shall pay all
arbitration fees.  In addition to any other relief, the arbitrator may
award to the prevailing party recovery of its attorneys’ fees and
costs.  By accepting an Award, the Participant and the Company waive
their respective rights to have any such disputes or claims tried by a judge or
jury.





(f)           Limitation of
Liability.  The Plan Administrator, and each member thereof,
shall be entitled to, in good faith, rely or act upon any report or other
information furnished to him or her by any officer or Employee, the Company’s
independent auditors, Consultants or any other agents assisting in the
administration of this Plan.  Members of the Plan Administrator, and
any officer or Employee acting at the direction or on behalf of the Plan
Administrator, shall not be personally liable for any action or determination
taken or made in good faith with respect to this Plan, and shall, to the extent
permitted by law, be fully indemnified and protected by the Company with respect
to any such action or determination.





4.           Shares Issuable Under this
Plan.





(a)           Limitation on Overall Number
of Shares Available for Issuance Under this Plan.  Subject to
adjustment as provided in Section 10(c) hereof, the total number of Shares that
may be issued in connection with Awards under this Plan shall not exceed 2,000,000.  Any Shares
delivered under this Plan may consist, in whole or in part, of authorized and
unissued Shares or treasury shares.


8





(b)           Availability of Shares Not
Issued Pursuant to Awards.





(i)           If
any Shares subject to an Award are forfeited, expire or otherwise terminate
without issuance of such Shares, or any Award is settled for cash or otherwise
does not result in the issuance of all or a portion of the Shares subject to
such Award, the Shares shall, to the extent of such forfeiture, expiration,
termination, cash settlement or non-issuance, be available for Awards under this
Plan, subject to Section 4(b)(iv) below.





(ii)           If
any Shares issued pursuant to an Award are forfeited back to or repurchased by
the Company, including, but not limited to, any repurchase or forfeiture caused
by the failure to meet a contingency or condition required for the vesting of
such shares, then such forfeited or repurchased Shares shall revert to and
become available for issuance under this Plan, subject to Section 4(b)(iv)
below.





(iii)           In
the event that any Option or other Award is exercised by the withholding of
Shares from the Award by the Company, or withholding tax liabilities arising
from such Option or other Award are satisfied by the withholding of Shares from
the Award by the Company, then only the net number of Shares actually issued to
the Participant, excluding the Shares withheld, shall be counted as issued for
purposes of determining the maximum number of Shares available for grant under
this Plan, subject to Section 4(b)(iv) below.





(iv)           Notwithstanding
anything in this Section 4(b) to the contrary and solely for purposes of
determining whether Shares are available for the grant of Incentive Stock
Options, the maximum aggregate number of shares that may be granted under this
Plan shall be determined without regard to any Shares restored pursuant to this
Section 4(b) that, if taken into account, would cause this Plan to fail the
requirement under Code Section 422 that this Plan designate a maximum aggregate
number of shares that may be issued.





(c)           Application of
Limitations.  The limitations contained in this Section 4 shall
apply not only to Awards that are settled by the delivery of Shares but also to
Awards relating to Shares but settled only in cash (such as cash-only Stock
Appreciation Rights).  The Plan Administrator may adopt reasonable
counting procedures to ensure appropriate counting, avoid double counting (as,
for example, in the case of tandem or substitute awards) and may make
adjustments if the number of Shares actually delivered differs from the number
of shares previously counted in connection with an Award.





5.           Eligibility; Per-Person
Award Limitations.  Awards may be granted under this Plan only
to Eligible Persons.  Subject to adjustment as provided in Section
10(c), for each fiscal year in which awards granted under this Plan are subject
to the requirements of Code Section 162(m), an Eligible Person may not be
granted: (a) Options or Stock Appreciation Rights with respect to more than the
total number of Shares reserved under this Plan; or (b) Awards, other than
Options or Stock Appreciation Rights, with respect to more than the total number
of Shares reserved
under this Plan.  In addition, the maximum dollar value payable in any
fiscal year to any one Participant with respect to Awards granted under this
Plan is $5,000,000.


9





6.           Terms of
Awards.





(a)           General.  Awards
may be granted on the terms and conditions set forth in this
Section.  In addition, the Plan Administrator may impose on any Award
or the exercise thereof, at the date of grant or thereafter (subject to Section
10(e)), such additional terms and conditions, not inconsistent with the
provisions of this Plan, as the Plan Administrator shall determine, including
terms requiring forfeiture of Awards in the event of termination of the
Participant’s Continuous Service and terms permitting a Participant to make
elections relating to his or her Award.  The Plan Administrator shall
retain full power and discretion to accelerate, waive or modify, at any time,
any term or condition of an Award that is not mandatory under this
Plan.





(b)           Options.  The
Plan Administrator is authorized to grant Options to any Eligible Person on the
following terms and conditions:





(i)           Stock Option
Agreement.  Each grant of an Option shall be evidenced by an
Award Agreement.  Such Award Agreement shall be subject to all
applicable terms and conditions of this Plan and may be subject to any other
terms and conditions that are not inconsistent with this Plan and that the Plan
Administrator deems appropriate for inclusion in the Award
Agreement.  The provisions of the various Award Agreements entered
into under this Plan need not be identical.  Notwithstanding any other
provision of this Plan, any Non-Qualified Stock Option shall be structured to
comply with or be exempt from Code Section 409A, unless otherwise specifically
determined by the Plan Administrator.





(ii)           Number of
Shares.  Each Award Agreement shall specify the number of
Shares that are subject to the Option and shall provide for the adjustment of
such number in accordance with Section 10(c) hereof.  The Award
Agreement shall also specify whether the Stock Option is an Incentive Stock
Option or a Non-Qualified Stock Option.





(iii)           Exercise Price.





(A)           In General.  Each
Award Agreement shall state the price at which Shares subject to the Option may
be purchased (the “Exercise Price”),
which shall be, with respect to Incentive Stock Options, not less than one
hundred percent of the Fair Market Value of the Stock on the date of
grant.  In the case of Non-Qualified Stock Options, the Exercise Price
shall be determined in the sole discretion of the Plan Administrator; provided,
however, that if the Exercise Price is less than one hundred percent of the Fair
Market Value of the Stock on the date of grant, the Non-Qualified Stock Option
shall be structured to comply with or be exempt from Code Section 409A; provided
further, however, that the Exercise Price may never be less than eighty-five
percent of the Fair Market Value of the Stock on the date of
grant.


(B)  
       Ten Percent
Shareholder.  If a Participant owns or is deemed to own (by
reason of the attribution rules applicable under Code Section 424(d)) more than
ten percent of the combined voting power of all classes of stock of the Company
or any Parent or Subsidiary, any Incentive Stock Option granted to such Employee
must have an exercise price per Share of at least one hundred ten percent of the
Fair Market Value of a Share on the date of grant.


10


(iv)           Time and Method of
Exercise.  The Plan Administrator shall determine the time or
times at which or the circumstances under which an Option may be exercised in
whole or in part (including based on achievement of performance goals and/or
future service requirements), the time or times at which Options shall cease to
be or become exercisable following termination of Continuous Service or upon
other conditions, the methods by which the exercise price may be paid or deemed
to be paid (including, in the discretion of the Plan Administrator, a cashless
exercise procedure), the form of such payment, including, without limitation,
cash, Stock, Shares subject to the Option (a “net” exercise), other
Awards or awards granted under other plans of the Company or a Related Entity,
other property (including notes or other contractual obligations of Participants
to make payment on a deferred basis) or any other form of consideration legally
permissible, and the methods by or forms in which Stock will be delivered or
deemed to be delivered to Participants.





(v)           Termination of
Service.  Subject to earlier termination of the Option as
otherwise provided in this Plan and unless otherwise specifically provided by
the Plan Administrator with respect to an Option and set forth in the Award
Agreement, an Option shall remain exercisable, to the extent vested, after a
Participant’s termination of Continuous Service only during the applicable time
period determined in accordance with this Section and thereafter shall terminate
and no longer be exercisable:





(A)           Death or
Disability.  If the Participant’s Continuous Service terminates
because of the death or Disability of the Participant, the Option, to the extent
unexercised and vested and exercisable on the date on which the Participant’s
Continuous Service terminated, may be exercised by the Participant (or the
Participant’s legal representative or estate) at any time prior to the
expiration of twelve months (or such other period of time as determined by the
Plan Administrator, in its discretion) after the date on which the Participant’s
Continuous Service terminated, but in any event only with respect to the vested
portion of the Option and no later than the Option Expiration Date.





(B)           Termination for
Cause.  Notwithstanding any other provision of this Plan to the
contrary, if the Participant’s Continuous Service is terminated for Cause, the
Option shall terminate and cease to be exercisable immediately upon such
termination of Continuous Service.





(C)           Other Termination of
Service.  If the Participant’s Continuous Service terminates
for any reason, except Disability, death or Cause, the Option, to the extent
unexercised, vested and exercisable by the Participant on the date on which the
Participant’s Continuous Service terminated, may be exercised by the Participant
at any time prior to the expiration of thirty days (or such longer period of
time as determined by the Plan Administrator,
in its discretion) after the date on which the Participant’s Continuous Service
terminated, but in any event only with respect to the vested portion of the
Option and no later than the Option Expiration Date.





(D)           Extension for Securities Law
Violations.  Notwithstanding the other provisions of this
Section 6(b)(v) and contingent upon this provision not adversely




11





affecting
the exemption of the Option from the provisions of Code Section 409A, if the
Participant’s Continuous Service terminates for any reason, except Cause, and
the Participant is precluded by federal or state securities laws from selling
the Shares, so that the Participant has less than a thirty-day period from the
termination of Participant’s Continuous Service to the expiration date of the
Option in which the Participant would be permitted by federal or state
securities laws to sell the Shares, then the period for exercising the Option
following the termination of Participant’s Continuous Service shall
automatically be extended by an additional period of up to thirty days measured
from the date the Participant is first free to sell Shares; provided, however,
that in no event shall the Option be exercisable after the specified Option
Expiration Date and the maximum date permitted for exemption of the Option under
Code Section 409A.  The determination of whether the Participant is
precluded from selling the Shares subject to the Option by federal or state
securities laws shall be made by the Plan Administrator and such determination
shall be final, binding and conclusive.





(vi)           Incentive Stock
Options.  The terms of any Incentive Stock Option granted under
this Plan shall comply in all respects with the provisions of Code Section
422.  If and to the extent required to comply with Code Section 422,
Options granted as Incentive Stock Options shall be subject to the following
special terms and conditions:





(A)           The
Option shall not be exercisable more than ten years after the date such
Incentive Stock Option is granted; provided, however, that if a Participant owns
or is deemed to own (by reason of the attribution rules of Code Section 424(d))
more than ten percent of the combined voting power of all classes of stock of
the Company or any Parent or Subsidiary and the Incentive Stock Option is
granted to such Participant, the Incentive Stock Option shall not be exercisable
(to the extent required by the Code at the time of the grant) for no more than
five years from the date of grant; and





(B)           If
the aggregate Fair Market Value (determined as of the date the Incentive Stock
Option is granted) of the Shares with respect to which Incentive Stock Options
granted under this Plan and all other option plans of the Company, its Parent or
any Subsidiary are exercisable for the first time by a Participant during any
calendar year in excess of $100,000, then such Participant’s Incentive Stock
Option(s) or portions thereof that exceed such $100,000 limit shall be treated
as Non-Qualified Stock Options (in the reverse order in which they were granted,
so that the last Incentive Stock Option granted will be the first treated as a
Non-Qualified Stock Option).  This paragraph shall only apply to the
extent such limitation is applicable under the Code at the time of the
grant.





(vii)           Vesting and Repurchase
Requirements.  The right to exercise any Option under this Plan
must vest at the rate of at least twenty percent per year over five years from
the date of grant of such Option.  Any repurchase rights of the
Company to repurchase Stock subject to an Option upon the termination of a
Participant’s Continuous Service must be: (i) for a repurchase price of not less
the lower of (A) than the Fair Market Value of such Shares on the date that the
Participant’s Continuous Service terminated, or (B) the original purchase price
paid by the Participant for such Shares; (ii) exercised within ninety days of
the date that the Participant’s Continuous Service terminated; and (iii) must
lapse at the rate of at least twenty percent of the Shares of Stock per year
over five years from the date right to receive such Award


12


was
first granted to the Participant (without regard to the date an Option was
exercised or became exercisable).





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





(i)           Agreement.  Each
grant of a Stock Appreciation Right shall be evidenced by an Award
Agreement.  Such Award Agreement shall be subject to all applicable
terms and conditions of this Plan and may be subject to any other terms and
conditions that are not inconsistent with this Plan and that the Plan
Administrator deems appropriate for inclusion in the Award
Agreement.  The provisions of the various Award Agreements entered
into under this Plan need not be identical.





(ii)           Right to
Payment.  A Stock Appreciation Right shall confer on the
Participant to whom it is granted a right to receive, upon exercise thereof, the
excess of (A) the Fair Market Value of one Share of Stock on the date of
exercise over (B) the grant price, or base price, of the Stock Appreciation
Right as determined by the Plan Administrator.





(iii)           Other Terms.  The
Plan Administrator shall determine at the date of grant or thereafter, the time
or times at which and the circumstances under which a Stock Appreciation Right
may be exercised in whole or in part (including based on achievement of
performance goals and/or future service requirements), the time or times at
which Stock Appreciation Rights shall cease to be or become exercisable
following termination of Continuous Service or upon other conditions, the form
of payment upon exercise of the Stock Appreciation Right (e.g., Shares, cash or other
property), the method of exercise, the method of settlement, the form of
consideration payable in settlement (e.g., cash, Shares or other
property), the method by or the forms in which Stock will be delivered or deemed
to be delivered to Participants, whether or not a Stock Appreciation Right shall
be in tandem or in combination with any other Award, and any other terms and
conditions of any Stock Appreciation Right.  Stock Appreciation Rights
may be either freestanding or in tandem with other
Awards.  Notwithstanding any other provision of this Plan, unless
otherwise specifically determined by the Plan Administrator, each Stock
Appreciation Right shall be structured to either comply with or be exempt from
Code Section 409A.





(d)           Restricted
Stock.  The Plan Administrator is authorized to grant
Restricted Stock to any Eligible Person on the following terms and
conditions:





(i)           Grant and
Restrictions.  Restricted Stock shall be subject to such
restrictions on transferability, risk of forfeiture and other restrictions, if
any, as the Plan Administrator may impose, or as otherwise provided in this
Plan.  The terms of any Restricted Stock granted under this Plan shall
be set forth in a written Award Agreement that shall contain provisions
determined by the Plan Administrator and not inconsistent with this
Plan.  The restrictions may lapse separately or in combination at such
times, under such circumstances (including based on achievement of performance
goals and/or future service requirements), in such installments or otherwise, as
the Plan Administrator may determine at the date of grant or
thereafter.  Except to the extent restricted under the terms of this
Plan and any Award Agreement


13


relating
to the Restricted Stock, a Participant granted Restricted Stock shall have all
of the rights of a shareholder, including the right to vote the Restricted Stock
and the right to receive dividends thereon (subject to any mandatory
reinvestment or other requirement imposed by the Plan
Administrator).  During the restricted period applicable to the
Restricted Stock, subject to Section 10(b) below, the Restricted Stock may not
be sold, transferred, pledged, hypothecated, margined or otherwise encumbered by
the Participant.





(ii)           Forfeiture.  Except
as otherwise determined by the Plan Administrator, upon termination of a
Participant’s Continuous Service during the applicable restriction period, the
Participant’s Restricted Stock that is at that time subject to a risk of
forfeiture that has not lapsed or otherwise been satisfied shall be forfeited to
or reacquired by the Company; provided that the Plan Administrator may provide,
by rule or regulation or in any Award Agreement, or may determine in any
individual case, that restrictions or forfeiture conditions relating to
Restricted Stock shall be waived in whole or in part in the event of
terminations resulting from specified causes, and the Plan Administrator may in
other cases waive in whole or in part the forfeiture of Restricted Stock, as the
Plan Administrator determines, in its discretion.





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





(iv)           Dividends and
Splits.  As a condition to the grant of an Award of Restricted
Stock, the Plan Administrator may require or permit a Participant to elect that
any cash dividends paid on a Share of Restricted Stock be automatically
reinvested in additional Shares of Restricted Stock or applied to the purchase
of additional Awards under this Plan.  Unless otherwise determined by
the Plan Administrator, Shares distributed in connection with a stock split or
stock dividend, and other property distributed as a dividend, shall be subject
to restrictions and a risk of forfeiture to the same extent as the Restricted
Stock with respect to which such Shares or other property have been
distributed.





(e)           Stock
Units.  The Plan Administrator is authorized to grant Stock
Units to Participants, which are rights to receive Shares, cash or other
property, or a combination thereof at the end of a specified time period,
subject to the following terms and conditions:




(i)            Award
and Restrictions.  Satisfaction of an Award of Stock Units
shall occur upon expiration of the time period specified for such Stock Units by
the Plan Administrator (or, if permitted by the Plan Administrator, as elected
by the Participant).  In addition, Stock Units shall be subject to
such restrictions (which may include a risk of forfeiture) as the Plan
Administrator may impose, if any, which restrictions may lapse at the expiration
of the time period or at earlier specified times (including based on achievement
of performance





14


goals
and/or future service requirements), separately or in combination, in
installments or otherwise, as the Plan Administrator may
determine.  The terms of an Award of Stock Units shall be set forth in
a written Award Agreement that shall contain provisions determined by the Plan
Administrator and not inconsistent with this Plan.  Stock Units may be
satisfied by delivery of Stock, cash equal to the Fair Market Value of the
specified number of Shares covered by the Stock Units, or a combination thereof,
as determined by the Plan Administrator at the date of grant or
thereafter.  Prior to satisfaction of an Award of Stock Units, an
Award of Stock Units carries no voting or dividend or other rights associated
with share ownership.  Notwithstanding any other provision of this
Plan, unless specifically determined by the Plan Administrator, each Stock Unit
shall be structured to either comply with or be exempt from Code Section
409A.





(ii)           Forfeiture.  Except
as otherwise determined by the Plan Administrator, upon termination of a
Participant’s Continuous Service during the applicable time period or portion
thereof to which forfeiture conditions apply (as provided in the Award Agreement
evidencing the Stock Units), the Participant’s Stock Units (other than those
vested Stock Units subject to deferral at the election of the Participant) shall
be forfeited; provided that the Plan Administrator may provide, by rule or
regulation or in any Award Agreement, or may determine in any individual case,
that restrictions or forfeiture conditions relating to Stock Units shall be
waived in whole or in part in the event of terminations resulting from specified
causes, and the Plan Administrator may in other cases waive in whole or in part
the forfeiture of Stock Units at its discretion.





(iii)           Dividend
Equivalents.  Unless otherwise determined by the Plan
Administrator at date of grant, any Dividend Equivalents that are granted with
respect to any Award of Stock Units shall be either (A) paid with respect to
such Stock Units at the dividend payment date in cash or in Shares of
unrestricted Stock having a Fair Market Value equal to the amount of such
dividends, or (B) deferred with respect to such Stock Units and the amount or
value thereof automatically deemed reinvested in additional Stock Units, other
Awards or other investment vehicles, as the Plan Administrator shall determine
or permit the Participant to elect.





(f)           Bonus Stock and Awards in
Lieu of Obligations.  The Plan Administrator is authorized to
grant Stock as a bonus, or to grant Stock or other Awards in lieu of Company
obligations to pay cash or deliver other property under this Plan or under other
plans or compensatory arrangements, provided that, in the case of Participants
subject to Section 16 of the Exchange Act, the amount of such grants remains
within the discretion of the Plan Administrator to the extent necessary to
ensure that acquisitions of Stock or other Awards are exempt from liability
under Section 16(b) of the Exchange Act.  Stock or Awards granted
hereunder shall be subject to such other terms as shall be determined by the
Plan Administrator.


(g)          Dividend
Equivalents.  The Plan Administrator is authorized to grant
Dividend Equivalents to any Eligible Person entitling the Eligible Person to
receive cash, Shares, other Awards, or other property equal in value to
dividends paid with respect to a specified number of Shares, or other periodic
payments.  Dividend Equivalents may be awarded on a free-standing
basis or in connection with another Award.  The terms of an Award of
Dividend Equivalents shall be set forth in a written Award Agreement that shall
contain provisions determined by the Plan Administrator and not inconsistent
with this Plan.  The Plan


15


Administrator
may provide that Dividend Equivalents shall be paid or distributed when accrued
or shall be deemed to have been reinvested in additional Stock, Awards, or other
investment vehicles, and subject to such restrictions on transferability and
risks of forfeiture, as the Plan Administrator may
specify.  Notwithstanding any other provision of this Plan, unless
specifically determined by the Plan Administrator, each Dividend Equivalent
shall be structured to either comply with or be exempt from Code Section
409A.





(h)           Performance
Awards.  The Plan Administrator is authorized to grant
Performance Awards to any Eligible Person payable in cash, Shares, other
property, or other Awards, on terms and conditions established by the Plan
Administrator, subject to the provisions of Section 7 if and to the extent that
the Plan Administrator shall, in its sole discretion, determine that an Award
shall be subject to those provisions.  The performance criteria to be
achieved during any Performance Period and the length of the Performance Period
shall be determined by the Plan Administrator upon the grant of each Performance
Award.  Except as provided in this Plan or as may be provided in an
Award Agreement, Performance Awards will be distributed only after the end of
the relevant Performance Period.  The performance goals to be achieved
for each Performance Period shall be conclusively determined by the Plan
Administrator and may be based upon the criteria set forth in Section 7(b), or
in the case of an Award that the Plan Administrator determines shall not be
subject to Section 7 hereof, any other criteria that the Plan Administrator, in
its sole discretion, shall determine should be used for that
purpose.  The amount of the Award to be distributed shall be
conclusively determined by the Plan Administrator.  Performance Awards
may be paid in a lump sum or in installments following the close of the
Performance Period or, in accordance with procedures established by the Plan
Administrator, on a deferred basis.





(i)           Other Stock-Based
Awards.  The Plan Administrator is authorized, subject to
limitations under applicable law, to grant to any Eligible Person such other
Awards that may be denominated or payable in, valued in whole or in part by
reference to, or otherwise based on, or related to, Shares, as deemed by the
Plan Administrator to be consistent with the purposes of this Plan, including,
without limitation, convertible or exchangeable debt securities, other rights
convertible or exchangeable into Stock, purchase rights for Stock, Awards with
value and payment contingent upon performance of the Company or any other
factors designated by the Plan Administrator, and Awards valued by reference to
the book value of Stock or the value of securities of or the performance of
specified Related Entities or business units.  These Awards may be
granted alone or in connection with other awards (whether or not such other
awards are granted under this Plan).  The Plan Administrator shall
determine the terms and conditions of such Awards.  The terms of any
Award pursuant to this Section shall be set forth in a written Award Agreement
that shall contain provisions determined by the Plan Administrator and not
inconsistent with this Plan.  Stock delivered pursuant to an Award in
the nature of a purchase right
granted under this Section 6(i) shall be purchased for such consideration
(including without limitation loans from the Company or a Related Entity), paid
for at such times, by such methods, and in such forms, including, without
limitation, cash, Stock, other Awards or other property, as the Plan
Administrator shall determine.  Cash Awards, as an element of or
supplement to any other Award under this Plan, may also be granted pursuant to
this Section 6(i).  Notwithstanding any other provision of this Plan,
unless specifically determined by the Plan Administrator, each Award shall be
structured to either be exempt or comply with Code Section
409A.


16





(j)           Vestingand RepurchaseRequirements.  In the event that the Company has a right to
repurchase Stock granted pursuant to an Award under this Plan upon the
termination of a Participant’s Continuous Service, such repurchase rights must:
(i) be for a repurchase price of not less the lower of (A) than the Fair Market
Value of such Shares on the date that the Participant’s Continuous Service
terminated, or (B) the original purchase price (if any) paid by the Participant
for such Shares; (ii) be exercised within ninety days of the date that the
Participant’s Continuous Service terminated; and (iii) lapse at the rate of at
least twenty percent of the Shares of Stock per year over five years from the
date right to receive such Award was first granted to the Participant (without
regard to the date an Award was granted or otherwise became
exercisable).





7.           Tax Qualified Performance
Awards.





(a)           Covered
Employees.  A Committee, composed in compliance with the
requirements of Code Section 162(m), in its discretion, may determine at the
time an Award is granted to an Eligible Person who is, or is likely to be, as of
the end of the tax year in which the Company would claim a tax deduction in
connection with such Award, a Covered Employee, that the provisions of this
Section 7 shall be applicable to such Award.





(b)           Performance
Criteria.  If an Award is subject to this Section 7, then the
lapsing of restrictions thereon and the distribution of cash, Shares or other
property pursuant thereto, as applicable, shall be contingent upon achievement
of one or more objective performance goals.  Performance goals shall
be objective and shall otherwise meet the requirements of Code Section 162(m)
and regulations thereunder including the requirement that the level or levels of
performance targeted by the Committee result in the achievement of performance
goals being “substantially
uncertain.” One or more of the following business criteria for the
Company, on a consolidated basis, and/or for Related Entities, or for business
or geographical units of the Company and/or a Related Entity (except with
respect to the total stockholder return and earnings per share criteria), shall
be used by the Committee in establishing performance goals for such Awards: (i)
earnings per share; (ii) revenues or margins; (iii) cash flow; (iv) operating
margin; (v) return on net assets, investment, capital, or equity; (vi) economic
value added; (vii) direct contribution; (viii) net income; (ix) pretax earnings;
(x) earnings before interest and taxes; (xi) earnings before interest, taxes,
depreciation and amortization; (xii) earnings after interest expense and before
extraordinary or special items; (xiii) operating income; (xiv) income before
interest income or expense, unusual items and income taxes, local, state or
federal and excluding budgeted and actual bonuses that might be paid under any
ongoing bonus plans of the Company; (xv) working capital; (xvi) management of
fixed costs or
variable costs; (xvii) identification or consummation of investment
opportunities or completion of specified projects in accordance with corporate
business plans, including strategic mergers, acquisitions or divestitures;
(xviii) total stockholder return; and (xix) debt reduction.  Any of
the above goals may be determined on an absolute or relative basis or as
compared to the performance of a published or special index deemed applicable by
the Committee including, but not limited to, the Standard & Poor’s 500 Stock
Index or a group of companies that are comparable to the
Company.


17





The
Committee shall exclude the impact of an event or occurrence that the Committee
determines should appropriately be excluded, including without limitation: (i)
restructurings, discontinued operations, extraordinary items, and other unusual
or non-recurring charges; (ii) an event either not directly related to the
operations of the Company or not within the reasonable control of the Company’s
management; or (iii) a change in accounting standards required by generally
accepted accounting principles.





(c)           Performance Period; Timing
For Establishing Performance Goals.  Achievement of performance
goals in respect of such Performance Awards shall be measured over a Performance
Period, as specified by the Committee.  Performance goals shall be
established not later than ninety days after the beginning of any Performance
Period applicable to such Performance Awards, or at such other date as may be
required or permitted for “performance-based
compensation” under Code Section 162(m).





(d)           Adjustments.  The
Committee may, in its discretion, reduce the amount of a settlement otherwise to
be made in connection with Awards subject to this Section 7, but may not
exercise discretion to increase any such amount payable to a Covered Employee in
respect of an Award subject to this Section 7.  The Committee shall
specify the circumstances in which such Awards shall be paid or forfeited in the
event of termination of Continuous Service by the Participant prior to the end
of a Performance Period or settlement of Awards.





(e)           Committee
Certification.  No Participant shall receive any payment under
this Plan unless the Committee has certified, by resolution or other appropriate
action in writing, that the performance criteria and any other material terms
previously established by the Committee or set forth in this Plan, have been
satisfied to the extent necessary to qualify as “performance based
compensation” under Code Section 162(m).





8.           Certain Provisions
Applicable to Awards or Sales.





(a)           Stand-Alone, Additional,
Tandem, and Substitute Awards.  Awards granted under this Plan
may, in the discretion of the Plan Administrator, be granted either alone or in
addition to, in tandem with, or in substitution or exchange for, any other Award
or any award granted under another plan of the Company, any Related Entity, or
any business entity to be acquired by the Company or a Related Entity, or any
other right of a Participant to receive payment from the Company or any Related
Entity.  Such additional, tandem, and substitute or exchange Awards
may be granted at any time.  If an Award is granted in substitution or
exchange for another Award or award, the Plan Administrator shall require the
surrender of such other Award or award in consideration for the grant of the new
Award.  In addition, Awards may be
granted in lieu of cash compensation, including in lieu of cash amounts payable
under other plans of the Company or any Related Entity. 
 (b)           Form and Timing of Payment
Under Awards; Deferrals.  Subject to the terms of this Plan and
any applicable Award Agreement, payments to be made by the Company or a Related
Entity upon the exercise of an Option or other Award or settlement of an Award
may be made in such forms as the Plan Administrator shall determine, including,
without limitation, cash, other Awards or other property, and may be made in a
single payment or


18


transfer,
in installments, or on a deferred basis.  The settlement of any Award
may be accelerated, and cash paid in lieu of Stock in connection with such
settlement, in the discretion of the Plan Administrator or upon occurrence of
one or more specified events (in addition to a Change in
Control).  Installment or deferred payments may be required by the
Plan Administrator (subject to Section 10(g) of this Plan) or permitted at the
election of the Participant on terms and conditions established by the Plan
Administrator.  Payments may include, without limitation, provisions
for the payment or crediting of a reasonable interest rate on installment or
deferred payments or the grant or crediting of Dividend Equivalents or other
amounts in respect of installment or deferred payments denominated in
Stock.





(c)           Exemptions from Section
16(b) Liability.  It is the intent of the Company that this
Plan comply in all respects with applicable provisions of Rule 16b-3 or Rule
16a-1(c)(3) to the extent necessary to ensure that neither the grant of any
Awards to nor other transaction by a Participant who is subject to Section 16 of
the Exchange Act is subject to liability under Section 16(b) thereof (except for
transactions acknowledged in writing to be non-exempt by such
Participant).  Accordingly, if any provision of this Plan or any Award
Agreement does not comply with the requirements of Rule 16b-3 or Rule
16a-1(c)(3) as then applicable to any such transaction, such provision will be
construed or deemed amended to the extent necessary to conform to the applicable
requirements of Rule 16b-3 or Rule 16a-1(c)(3) so that such Participant shall
avoid liability under Section 16(b).





(d)           Code Section
409A.  If and to the extent that the Plan Administrator
believes that any Awards may constitute a “nonqualified deferred
compensation plan” under Code Section 409A, the terms and conditions set
forth in the Award Agreement for that Award shall be drafted in a manner that is
intended to comply with, and shall be interpreted in a manner consistent with,
the applicable requirements of Code Section 409A, unless otherwise agreed to in
writing by the Participant and the Company.





(e)           Financial
Information.  At least annually, copies of the Company’s
balance sheet and income statement for the just completed fiscal year shall be
made available to each Participant under this Plan.  The Company shall
not be required to provide such information to key employees whose duties in
connection with the Company assure them access to equivalent
information.  Furthermore, the Company shall deliver to each
Participant such disclosures as are required in accordance with Rule 701 under
the Exchange Act.





9.           Change in Control; Corporate
Transaction.




(a)           Change in
Control.  The Plan Administrator may, in its discretion,
accelerate the vesting, exercisability, lapsing of restrictions, or expiration
of deferral of any Award, including upon the occurrence of a Change in
Control.  In addition, the Plan Administrator may provide in an Award
Agreement that the performance goals relating to any Award will be deemed to
have been met upon the occurrence of any Change in Control.  In
addition to the terms of preceding sentences, the effect of a “change in control”
may be provided (i) in an employment, compensation, or severance agreement, if
any, between the Company or any Related Entity and the Participant, relating to
the Participant’s employment, compensation, or severance with or from the
Company or such Related Entity, or (ii) in the Award Agreement.


19





(b)           Corporate
Transactions.  In the event of a Corporate Transaction, any
surviving entity or acquiring entity or its parent (together, the “Surviving Entity”)
may either: (i) assume any or all Awards outstanding under this Plan; (ii)
continue any or all Awards outstanding under this Plan; or (iii) substitute
similar stock awards for outstanding Awards (it being understood that similar
awards include, but are not limited to, awards to acquire the same consideration
paid to the shareholders or the Company, as the case may be, pursuant to the
Corporate Transaction).  In the event that any Surviving Entity does
not assume or continue any or all such outstanding Awards or substitute similar
stock awards for such outstanding Awards, then with respect to Awards that have
been not assumed, continued or substituted, then such Awards shall terminate if
not exercised (if applicable) at or prior to such effective time (contingent
upon the effectiveness of the Corporate Transaction); provided that the Plan
Administrator provides the Participants reasonable notice of the termination of
their Awards and a period of at least three business days to exercise the Awards
(to the extent the Awards are exercisable).





The
Plan Administrator, in its discretion and without the consent of any
Participant, may (but is not obligated to) either: (i) accelerate the vesting of
any Awards (and, if applicable, the time at which such Awards may be exercised)
in full or as to some percentage of the Award to a date prior to the effective
time of such Corporate Transaction as the Plan Administrator shall determine
(contingent upon the effectiveness of each Corporate Transaction); or (ii)
provide for a cash payment in exchange for the termination of an Award or any
portion thereof where such cash payment is equal to the Fair Market Value of the
Shares that the Participant would receive if the Award were fully vested and
exercised (if applicable) as of such date (less any applicable exercise
price).  In the event that the Plan Administrator accelerates the
vesting of any Award, the Plan Administrator shall provide the Participant whose
Award has been accelerated notice of the vesting acceleration and a period of
fifteen days from the date of the notice in which to exercise the
Award.





Notwithstanding
the foregoing, with respect to Restricted Stock and any other Award granted
under this Plan where the Company has any forfeiture, reacquisition or
repurchase rights, the forfeiture, reacquisition or repurchase rights for such
Awards may be assigned by the Company to the Successor Entity in connection with
such Corporate Transaction.  In the event any such rights are not
continued or assigned to the Successor Entity, then such rights shall lapse and
the Award shall be fully vested as of the effective time of the Corporate
Transaction.  In addition, the Plan Administrator, in its discretion,
may (but is not obligated to) provide
that any forfeiture, reacquisition or repurchase rights held by the Company with
respect to any such Awards shall lapse in whole or in part (contingent upon the
effectiveness of the Corporate Transaction). 
 (c)           Dissolution or
Liquidation.  In the event of a dissolution or liquidation of
the Company, then all outstanding Awards shall terminate immediately prior to
the completion of such dissolution or liquidation, and Shares subject to the
Company’s repurchase option may be repurchased by the Company notwithstanding
the fact that the holder of such Stock is still in Continuous
Service.


20





10.           General
Provisions.





(a)           Compliance With Legal and
Other Requirements.  The Company may, to the extent deemed
necessary or advisable by the Plan Administrator, postpone the issuance or
delivery of Stock or payment of other benefits under any Award until completion
of registration or qualification of such Stock or other required action under
any federal or state law, rule or regulation, listing or other required action
with respect to any stock exchange or automated quotation system upon which the
Stock or other Company securities are listed or quoted, or compliance with any
other obligation of the Company, as the Plan Administrator, may consider
appropriate, and may require any Participant to make such representations,
furnish such information and comply with or be subject to such other conditions
as it may consider appropriate in connection with the issuance or delivery of
Stock or payment of other benefits in compliance with applicable laws, rules,
and regulations, listing requirements, or other obligations.  The
foregoing notwithstanding, in connection with a Change in Control, the Company
shall take or cause to be taken no action, and shall undertake or permit to
arise no legal or contractual obligation, that results or would result in any
postponement of the issuance or delivery of Stock or payment of benefits under
any Award or the imposition of any other conditions on such issuance, delivery
or payment, to the extent that such postponement or other condition would
represent a greater burden on a Participant than existed on the ninetieth day
preceding the Change in Control.





(b)           Limits on Transferability;
Beneficiaries.  Except as determined by the Plan Administrator,
a Participant may not assign, sell, transfer, or otherwise encumber or subject
to any lien any Award or other right or interest granted under this Plan, in
whole or in part, other than by will or by operation of the laws of descent and
distribution, and such Awards or rights that may be exercisable shall be
exercised during the lifetime of the Participant only by the Participant or his
or her guardian or legal representative.





(c)           Adjustments.





(i) Adjustments to
Awards.  In the event that any extraordinary dividend or other
distribution (whether in the form of cash, Stock, or other property),
recapitalization, forward or reverse split, reorganization, merger,
consolidation, spin-off, combination, repurchase, share exchange, liquidation,
dissolution or other similar corporate transaction or event affects the Stock
and/or such other securities of the Company or any other issuer such that a
substitution, exchange, or adjustment is determined by the Plan Administrator to
be appropriate,
then the Plan Administrator shall, in such manner as the Plan Administrator may
deem equitable, substitute, exchange, or adjust any or all of (A) the number and
kind of shares of stock that are reserved for issuance in connection with Awards
granted thereafter, (B) the number and kind of shares of stock by which annual
per-person Award limitations are measured under Section 5 hereof, (C) the number
and kind of shares of stock subject to or deliverable in respect of outstanding
Awards, (D) the exercise price, grant price, base price or purchase price
relating to any Award and/or make provision for payment of cash or other
property in respect of any outstanding Award, and (E) any other aspect of any
Award that the Plan Administrator determines to be
appropriate.


21





(ii) Other
Adjustments.  The Plan Administrator (which shall be a
Committee to the extent such authority is required to be exercised by a
Committee to comply with Code Section 162(m)) is authorized to make adjustments
in the terms and conditions of, and the criteria included in, Awards (including
Awards subject to performance goals) in recognition of unusual or nonrecurring
events (including, without limitation, acquisitions and dispositions of
businesses and assets) affecting the Company, any Related Entity or any business
unit, or the financial statements of the Company or any Related Entity, or in
response to changes in applicable laws, regulations, accounting principles, tax
rates and regulations or business conditions or in view of the Plan
Administrator’s assessment of the business strategy of the Company, any Related
Entity or business unit thereof, performance of comparable organizations,
economic and business conditions, personal performance of a Participant, and any
other circumstances deemed relevant; provided that no such adjustment shall be
authorized or made if and to the extent that such authority or the making of
such adjustment would cause Options, Stock Appreciation Rights or Performance
Awards granted to Participants designated by the Plan Administrator as Covered
Employees and intended to qualify as “performance-based
compensation” under Code Section 162(m) and the regulations thereunder to
otherwise fail to qualify as “performance-based
compensation” under Code Section 162(m) and regulations
thereunder.





(d)           Taxes.  The
Company and any Related Entity are authorized to withhold from any Award
granted, any payment relating to an Award under this Plan, including from a
distribution of Stock, or any payroll or other payment to a Participant, amounts
of withholding and other taxes due or potentially payable in connection with any
transaction involving an Award, and to take such other action as the Plan
Administrator may deem advisable to enable the Company, any Related Entity and
the Participants to satisfy obligations for the payment of withholding taxes and
other tax obligations relating to any Award.  This authority shall
include authority to withhold or receive Stock or other property and to make
cash payments in respect thereof in satisfaction of a Participant’s tax
obligations, either on a mandatory or elective basis in the discretion of the
Plan Administrator.





(e)           Changes to this Plan and
Awards.  The Board may amend, alter, suspend, discontinue or
terminate this Plan, or any Committee’s authority to grant Awards under this
Plan, without the consent of shareholders of the Company or
Participants.  Any amendment or alteration to this Plan shall be
subject to the approval of the Company’s shareholders if such shareholder
approval is deemed necessary and advisable by the Board.  However,
without the consent of an affected Participant, no such amendment, alteration,
suspension, discontinuance or termination
of this Plan may materially and adversely affect the rights of such Participant
under any previously granted and outstanding Award.  The Plan
Administrator may waive any conditions or rights under, or amend, alter,
suspend, discontinue or terminate any Award theretofore granted and any Award
Agreement relating thereto, except as otherwise provided in this Plan; provided
that, without the consent of an affected Participant, no such action may
materially and adversely affect the rights of such Participant under such
Award. 
 (f)           Limitation on Rights
Conferred Under Plan.  Neither this Plan nor any action taken
hereunder shall be construed as: (i) giving any Eligible Person or Participant
the right to continue as an Eligible Person or Participant or in the employ of
the Company or a


22


Related
Entity; (ii) interfering in any way with the right of the Company or a Related
Entity to terminate any Eligible Person’s or Participant’s Continuous Service at
any time; (iii) giving an Eligible Person or Participant any claim to be granted
any Award under this Plan or to be treated uniformly with other Participants and
Employees; or (iv) conferring on a Participant any of the rights of a
shareholder of the Company unless and until the Participant is duly issued or
transferred Shares in accordance with the terms of an Award.





(g)           Unfunded Status of Awards;
Creation of Trusts.  This Plan is intended to constitute an
“unfunded” plan
for incentive and deferred compensation.  With respect to any payments
not yet made to a Participant or obligations to deliver Stock pursuant to an
Award, nothing contained in this Plan or any Award shall give any such
Participant any rights that are greater than those of a general creditor of the
Company; provided that the Plan Administrator may authorize the creation of
trusts and deposit therein cash, Stock, other Awards or other property, or make
other arrangements to meet the Company’s obligations under this
Plan.  Such trusts or other arrangements shall be consistent with the
“unfunded”
status of this Plan unless the Plan Administrator otherwise determines with the
consent of each affected Participant.  The trustee of such trusts may
be authorized to dispose of trust assets and reinvest the proceeds in
alternative investments, subject to such terms and conditions as the Plan
Administrator may specify and in accordance with applicable law.





(h)           Nonexclusivity of this
Plan.  Neither the adoption of this Plan by the Board nor its
submission to the shareholders of the Company for approval shall be construed as
creating any limitations on the power of the Board or the Committee thereof to
adopt such other incentive arrangements as it may deem desirable including
incentive arrangements and awards that do not qualify under Code Section
162(m).





(i)           Fractional
Shares.  No fractional Shares shall be issued or delivered
pursuant to this Plan or any Award.  The Plan Administrator shall
determine whether cash, other Awards or other property shall be issued or paid
in lieu of such fractional shares or whether such fractional shares or any
rights thereto shall be forfeited or otherwise eliminated.





(j)           Governing
Law.  The validity, construction and effect of this Plan, any
rules and regulations under this Plan, and any Award Agreement shall be
determined in accordance with the laws of the State of Nevada without giving
effect to principles of conflicts of laws, and applicable federal
law.


(k) 
        Plan Effective Date and
Shareholder Approval; Termination of Plan.  This Plan shall
become effective on the Effective Date, subject to subsequent approval within
twelve months of its adoption by the Board by shareholders of the Company
eligible to vote in the election of directors, by a vote sufficient to meet the
requirements of Applicable Laws.  Awards may be granted prior and
subject to shareholder approval, but may not be exercised or otherwise settled
in the event shareholder approval is not obtained.  This Plan shall
terminate no later than ten years from the date of the later of (i) the
Effective Date and (ii) the date an increase in the number of shares reserved
for issuance under this Plan is approved by the Board (so long as such increase
is also subsequently approved by the shareholders).