ex10_1.htm


    
      

    

    LIVEDEAL,
      INC.

    
      AMENDED
        AND RESTATED 2003 STOCK PLAN

       

      ARTICLE
        1

      PURPOSE

       

      1.1           GENERAL.  The
        purpose of the LiveDeal, Inc. Amended and Restated 2003 Stock Plan (the “Plan”)
        is to promote the success, and enhance the value, of LiveDeal, Inc. (the
        “Company”) by linking the personal interests of its employees and non-employee
        services providers to those of Company stockholders.  The Plan is
        further intended to provide flexibility to the Company in its ability to
        motivate, attract, and retain the services of its employees and non-employee
        services providers upon whose judgment, interest, and special effort the
        successful conduct of the Company’s operation is largely dependent.

       

      ARTICLE
        2

      EFFECTIVE
        DATE

       

      2.1           EFFECTIVE
        DATE.  The Plan is effective as of the date the Plan is approved
        by the Company’s Stockholders (the “Effective Date”).

       

      ARTICLE
        3

      DEFINITIONS
        AND CONSTRUCTION

       

      3.1           DEFINITIONS.  When
        a word or phrase appears in this Plan with the initial letter capitalized,
        and
        the word or phrase does not commence a sentence, the word or phrase shall
        generally be given the meaning ascribed to it in this Section or in Sections
        1.1
        or 2.1 unless a clearly different meaning is required by the
        context.  The following words and phrases shall have the following
        meanings:

       

      (a)           “Award”
        means any Restricted Stock Award, Performance Share Award or Performance-Based
        Award granted to a Participant under the Plan.

       

      (b)           “Award
        Agreement” means any written agreement, contract, or other instrument or
        document evidencing an Award.

       

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

       

      (d)           “Cause”
        means termination of employment or service as a result of any of the following
        events:  (1) the commission of an act of dishonesty, fraud,
        embezzlement, theft or other similar acts of misconduct by the Participant,
        whether within or outside the scope of the Participant’s employment or service
        with the Company, (ii) the breach of duty by the Participant in the course
        of
        employment or service, unless waived in writing by the Company, (iii) the
        neglect by the Participant of the Participant’s duties with the Company, unless
        waived in writing by the Company, (iv) the Participant’s disobedience or refusal
        or failure to discharge the Participant’s duties to the Company under any
        employment agreement or otherwise, (v) the breach of obligations of the
        Participant to the Company under this Agreement or any employment or other
        agreement with the Company, unless waived in writing by the Company, (vi)
        the
        breach by the Participant of any fiduciary duty to the Company involving
        personal gain or profit, including acceptance of gifts, gratuities, honorarium,
        lodging, and other items of direct economic value in excess of One Hundred
        Dollars ($100.00) from any one source, provided that this section does not
        apply
        to gifts or items received from family members or other non-business or
        professional persons, (vii) the violation by the Participant of any law,
        rule,
        regulation, court order (other than a law, rule, or regulation relating to
        a
        traffic violation or similar offense) or a final cease and desist order,
        or
        (viii) the Participant economically committing the Company beyond the
        Participant’s expressly approved authority as communicated to the Participant by
        the Company from time to time.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      (e)           “Change
        of Control” means any of the following:

       

      (1)           any
        merger of the Company in which the Company is not the continuing or surviving
        entity, or pursuant to which Stock would be converted into cash, securities,
        or
        other property other than a merger of the Company in which the holders of
        the
        Company’s Stock immediately prior to the merger have the same proportionate
        ownership of beneficial interest of common stock or other voting securities
        of
        the surviving entity immediately after the merger;

       

      (2)           any
        sale, lease, exchange or other transfer (in one transaction or a series of
        related transactions) of assets or earning power aggregating more than 50%
        of
        the assets or earning power of the Company or any major subsidiary, other
        than
        pursuant to a sale-leaseback, structured finance or other form of financing
        transaction;

       

      (3)           the
        shareholders of the Company approve any plan or proposal for liquidation
        or
        dissolution of the Company; or

       

      (4)           any
        person (as such term is used in Section 13(d) and 14(d)(2) of the Exchange
        Act),
        other than (A) any current shareholder of the Company or affiliate thereof,
        or
        (B) an employee benefit plan of the Company or any Subsidiary or any entity
        holding shares of capital stock of the Company for or pursuant to the terms
        of
        any such employee benefit plan in its role as an agent or trustee for such
        plan,
        or (C) any affiliate of the Company as of the Effective Date becomes the
        beneficial owner (within the meaning of Rule 13d-3 under the Exchange Act)
        of
        50% or more of the Company’s outstanding Stock.

       

      (f)           “Code”
        means the Internal Revenue Code of 1986, as amended.

       

      (g)           “Committee”
        means the committee of the Board described in Article 4.

       

      (h)           “Covered
        Employee” means an Employee who is, or could be, a “covered employee” within the
        meaning of Section 162(m) of the Code.

       

      (i)           “Disability”
        shall mean any illness or other physical or mental condition of a Participant
        which renders the Participant incapable of performing his customary and usual
        duties for the Company, or any medically determinable illness or other physical
        or mental condition resulting from a bodily injury, disease or mental disorder
        which in the judgment of the Committee is permanent and continuous in
        nature.  The Committee may require such medical or other evidence as
        it deems necessary to judge the nature and permanency of the Participant’s
        condition.

       

      
        
          
          

        

        
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      (j)           “Exchange
        Act” means the Securities Exchange Act of 1934, as amended from time to
        time.

       

      (k)           “Fair
        Market Value” means, as of any given date, the fair market value of Stock
        determined as follows:

       

      (1)           Where
        there exists a public market for the Stock, the Fair Market Value shall be
        (A) the closing price for the Stock for the last market trading day prior
        to the time of the determination (or, if no closing price was reported on
        that
        date, on the last trading date on which a closing price was reported) on
        the
        stock exchange determined by the Committee to be the primary market for the
        Stock or the Nasdaq National Market, whichever is applicable, or (B) if the
        Stock is not traded on any such exchange or national market system, the average
        of the closing bid and asked prices of the Stock on the Nasdaq Small Cap
        Market
        for the day prior to the time of the determination (or, if no such prices
        were
        reported on that date, on the last date on which such prices were reported),
        in
        each case, as reported in The Wall Street Journal or such other source as
        the
        Committee deems reliable; or

       

      (2)           In
        the absence of an established market for the Stock of the type described
        in (1),
        above, the Fair Market Value thereof shall be determined by the Committee
        in
        good faith.

       

      (l)           “Participant”
        means a person or entity who, as an employee or non-employee services provider
        of the Company or any Subsidiary, has been granted an Award under the
        Plan.

       

      (m)           “Performance-Based
        Awards” means the Restricted Stock or Performance Share Awards granted to
        selected Covered Employees pursuant to Articles 7 and 8, but which are subject
        to the terms and conditions set forth in Article 9.  All
        Performance-Based Awards are intended to qualify as “performance-based
        compensation” pursuant to Section 162(m) of the Code.

       

      (n)           “Performance
        Criteria” means the criteria that the Committee selects for purposes of
        establishing the Performance Goal or Performance Goals for a Participant
        for a
        Performance Period.  The Performance Criteria that will be used to
        establish Performance Goals are limited to the following:  number of
        customers, pre- or after-tax net earnings, sales or revenue, operating earnings,
        operating cash flow, return on net assets, return on stockholders’ equity,
        return on assets, return on capital, stockholder returns, gross or net profit
        margin, earnings per share, price per share of Stock, and market share, any
        of
        which may be measured either in absolute terms or as compared to any incremental
        increase or as compared to results of a peer group.  The Committee
        shall, within the time prescribed by Section 162(m) of the Code, define in
        an
        objective fashion the manner of calculating the Performance Criteria it selects
        to use for such Performance Period for such Participant.

       

      
        
          
          

        

        
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      (o)           “Performance
        Goals” means, for a Performance Period, the goals established in writing by the
        Committee for the Performance Period based upon the Performance
        Criteria.  Depending on the Performance Criteria used to establish
        such Performance Goals, the Performance Goals may be expressed in terms of
        overall Company performance or the performance of a division, business unit,
        or
        an individual.  The Committee, in its discretion, may, within the time
        prescribed by Section 162(m) of the Code, adjust or modify the calculation
        of
        Performance Goals for such Performance Period in order to prevent the dilution
        or enlargement of the rights of Participants (i) in the event of, or in
        anticipation of, any unusual or extraordinary corporate item, transaction,
        event, or development, or (ii) in recognition of, or in anticipation of,
        any
        other unusual or nonrecurring events affecting the Company, or the financial
        statements of the Company, or in response to, or in anticipation of, changes
        in
        applicable laws, regulations, accounting principles, or business
        conditions.

       

      (p)           “Performance
        Period” means the one or more periods of time, which may be of varying and
        overlapping durations, as the Committee may select, over which the attainment
        of
        one or more Performance Goals will be measured for the purpose of determining
        a
        Participant’s right to, and the payment of, a Performance-Based
        Award.

       

      (q)           “Performance
        Share” means a right granted to a Participant pursuant to Article 8, to receive
        cash, Stock, or other Awards, the payment of which is contingent upon achieving
        certain performance goals established by the Committee.

       

      (r)           “Plan”
        means the LiveDeal, Inc. Amended and Restated 2003 Stock Plan.

       

      (s)           “Restricted
        Stock” means Stock granted to a Participant under Article 7 that is subject to
        certain restrictions and to risk of forfeiture.

       

      (t)           “Stock”
        means the common stock of the Company and such other securities of the Company
        that may be substituted for Stock pursuant to Article 11.

       

      (u)           “Subsidiary”
        means any corporation or other entity of which a majority of the outstanding
        voting stock or voting power is beneficially owned directly or indirectly
        by the
        Company.

       

      ARTICLE
        4

      ADMINISTRATION

       

      4.1           COMMITTEE.  The
        Plan shall be administered by a Committee appointed by, and which serves
        at the
        discretion of, the Board.  If the Board does not appoint a Committee
        to administer the Plan, the Plan shall be administered by the Board and all
        references herein to the Committee shall refer to the Board.

       

      4.2           ACTION
        BY THE COMMITTEE.  A majority of the Committee
        shall  constitute a quorum.  The acts of a majority of the
        members present at any meeting at which a quorum is present and acts approved
        in
        writing by a majority of the Committee in lieu of a meeting shall be deemed
        the
        acts of the Committee.  Each member of the Committee is entitled to,
        in good faith, rely or act upon any report or other information furnished
        to
        that member by any officer or other employee of the Company or any Subsidiary,
        the Company’s independent certified public accountants, or any executive
        compensation consultant or other professional retained by the Company to
        assist
        in the administration of the Plan.

       

      
        
          
          

        

        
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      4.3           AUTHORITY
        OF COMMITTEE.  The Committee has the exclusive power, authority
        and discretion to:

       

      (a)           Designate
        Participants to receive Awards;

       

      (b)           Determine
        the type or types of Awards to be granted to each Participant;

       

      (c)           Determine
        the number of Awards to be granted and the number of shares of Stock to which
        an
        Award will relate;

       

      (d)           Determine
        the terms and conditions of any Award granted under the Plan including but
        not
        limited to the purchase price, if any, any restrictions or limitations on
        the
        Award, any schedule for lapse of forfeiture restrictions or restrictions
        on the
        exercisability of an Award, and accelerations or waivers thereof, based in
        each
        case on such considerations as the Committee in its sole discretion
        determines;

       

      (e)           Amend,
        modify, or terminate any outstanding Award, with the Participant’s consent
        unless the Committee has the authority to amend, modify, or terminate an
        Award
        without the Participant’s consent under any other provision of the
        Plan;

       

      (f)           Determine
        whether, to what extent, and under what circumstances an Award may be settled
        in, or the purchase price of an Award, if any, may be paid in, cash, Stock,
        other Awards, or other property, or an Award may be canceled, forfeited,
        or
        surrendered;

       

      (g)           Prescribe
        the form of each Award Agreement, which need not be identical for each
        Participant;

       

      (h)           Decide
        all other matters that must be determined in connection with an
        Award;

       

      (i)           Interpret
        the terms of the Plan or any Award Agreement;

       

      (j)           Establish,
        adopt, or revise any rules and regulations as it may deem necessary or advisable
        to administer the Plan; and

       

      (k)           Make
        all other decisions and determinations that may be required under the Plan
        or as
        the Committee deems necessary or advisable to administer the Plan.

       

      4.4           DECISIONS
        BINDING.  The Committee’s interpretation of the Plan, any Awards
        granted under the Plan, any Award Agreement and all decisions and determinations
        by the Committee with respect to the Plan are final, binding, and conclusive
        on
        all parties.

       

      
        
          
          

        

        
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      ARTICLE
        5

      SHARES
        SUBJECT TO THE PLAN

       

      5.1           NUMBER
        OF SHARES.  Subject to adjustment provided in Section 11.1, the
        aggregate number of shares of Stock reserved and available for grant under
        the
        Plan shall be 800,000.

       

      5.2           LAPSED
        AWARDS.  To the extent that an Award terminates, expires, or
        lapses for any reason, any shares of Stock subject to the Award will again
        be
        available for the grant of an Award under the Plan.

       

      5.3           STOCK
        DISTRIBUTED.  Any Stock distributed pursuant to an Award may
        consist, in whole or in part, of authorized and unissued Stock, treasury
        Stock,
        or Stock purchased on the open market.

       

      ARTICLE
        6

      ELIGIBILITY
        AND PARTICIPATION

       

      6.1           ELIGIBILITY.

       

      (a)           GENERAL.  Persons
        eligible to participate in this Plan include employees and non-employee service
        providers of the Company or a Subsidiary, as determined by the
        Committee.

       

      (b)           FOREIGN
        PARTICIPANTS.  In order to assure the viability of Awards granted
        to Participants employed or providing services in foreign countries, the
        Committee may provide for such special terms as it may consider necessary
        or
        appropriate to accommodate differences in local law, tax policy, or
        custom.  Moreover, the Committee may approve such supplements to, or
        amendments, restatements, or alternative versions of the Plan as it may consider
        necessary or appropriate for such purposes without thereby affecting the
        terms
        of the Plan as in effect for any other purpose; provided, however, that no
        such
        supplements, amendments, restatements, or alternative versions shall increase
        the share limitations contained in Section 5.1 of the Plan.

       

      6.2           ACTUAL
        PARTICIPATION.  Subject to the provisions of the Plan, the
        Committee may, from time to time, select from among all eligible individuals,
        those to whom Awards shall be granted and shall determine the nature and
        amount
        of each Award.  No individual shall have any right to be granted an
        Award under this Plan.

       

      ARTICLE
        7

      RESTRICTED
        STOCK

       

      7.1           GRANT
        OF RESTRICTED STOCK.  The Committee is authorized to make Awards
        of Restricted Stock to Participants in such amounts and subject to such terms
        and conditions as may be selected by the Committee.  All Awards of
        Restricted Stock shall be evidenced by a Restricted Stock Award
        Agreement.

       

      
        
          
          

        

        
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      7.2           ISSUANCE
        AND RESTRICTIONS.  Restricted Stock shall be subject to such
        restrictions on transferability, repurchase, and other restrictions as the
        Committee may impose (including, without limitation, limitations on the right
        to
        vote Restricted Stock or the right to receive dividends on the Restricted
        Stock).  These restrictions may lapse separately or in combination at
        such times, under such circumstances, in such installments, or otherwise,
        as the
        Committee determines at the time of the grant of the Award or
        thereafter.

       

      7.3           FORFEITURE.  Except
        as otherwise determined by the Committee at the time of the grant of the
        Award
        or thereafter, upon termination of employment or services during the applicable
        restriction period, Restricted Stock that is at that time subject to
        restrictions shall be forfeited, provided, however, that the Committee may
        provide in any Restricted Stock Award Agreement that restrictions or forfeiture
        conditions relating to Restricted Stock will be waived in whole or in part
        in
        the event of terminations resulting from specified causes, and the Committee
        may
        in other cases waive in whole or in part restrictions or forfeiture conditions
        relating to Restricted Stock.

       

      7.4           CERTIFICATES
        FOR RESTRICTED STOCK.  Restricted Stock granted under the Plan may
        be evidenced in such manner as the Committee shall determine.  If
        certificates representing shares of Restricted Stock are registered in the
        name
        of the Participant, certificates must bear an appropriate legend referring
        to
        the terms, conditions, and restrictions applicable to such Restricted Stock,
        and
        the Company may, at its discretion, retain physical possession of the
        certificate until such time as all applicable restrictions lapse.

       

      ARTICLE
        8

      PERFORMANCE
        SHARES

       

      8.1           GRANT
        OF PERFORMANCE SHARES.  The Committee is authorized to grant
        Performance Shares to Participants on such terms and conditions as may be
        selected by the Committee.  The Committee shall have the complete
        discretion to determine the number of Performance Shares granted to each
        Participant.  All Awards of Performance Shares shall be evidenced by
        an Award Agreement.

       

      8.2           RIGHT
        TO PAYMENT.  A grant of Performance Shares gives the Participant
        rights, valued as determined by the Committee, and payable to, or exercisable
        by, the Participant to whom the Performance Shares are granted, in whole
        or in
        part, as the Committee shall establish at grant or
        thereafter.  Subject to the terms of the Plan, the Committee shall set
        performance goals and other terms or conditions to payment of the Performance
        Shares in its discretion which, depending on the extent to which they are
        met,
        will determine the number and value of Performance Shares that will be paid
        to
        the Participant.

       

      8.3           OTHER
        TERMS.  Performance Shares may be payable in cash, Stock, or other
        property, and have such other terms and conditions as determined by the
        Committee and reflected in a written Performance Share Award
        Agreement.  Unless otherwise provided in an Award Agreement,
        Performance Shares will lapse immediately if a Participant’s employment or
        service is terminated for Cause.

       

      
        
          
          

        

        
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      ARTICLE
        9

      PERFORMANCE-BASED
        AWARDS

       

      9.1           PURPOSE.  The
        purpose of this Article 9 is to provide the Committee the ability to qualify
        the
        Restricted Stock Awards pursuant to Article 7 and the Performance Share Awards
        pursuant to Article 8 as “performance-based compensation” pursuant to Section
        162(m) of the Code.  If the Committee, in its discretion, decides to
        grant a Performance-Based Award to a Covered Employee, the provisions of
        this
        Article 9 shall control over any contrary provision contained in Articles
        7 or
        8.

       

      9.2           APPLICABILITY.  This
        Article 9 shall apply only to those Covered Employees selected by the Committee
        to receive Performance-Based Awards.  The Committee may, in its
        discretion, grant Restricted Stock Awards or Performance Share Awards to
        Covered
        Employees that do not satisfy the requirements of this Article 9.  The
        designation of a Covered Employee as a Participant for a Performance Period
        shall not in any manner entitle the Participant to receive an Award for the
        period.  Moreover, designation of a Covered Employee as a Participant
        for a particular Performance Period shall not require designation of such
        Covered Employee as a Participant in any subsequent Performance Period and
        designation of one Covered Employee as a Participant shall not require
        designation of any other Covered Employees as a Participant in such period
        or in
        any other period.

       

      9.3           DISCRETION
        OF COMMITTEE WITH RESPECT TO PERFORMANCE AWARDS.  With regard to a
        particular Performance Period, the Committee shall have full discretion to
        select the length of such Performance Period, the type of Performance-Based
        Awards to be issued, the kind and/or level of the Performance Goal, and whether
        the Performance Goal is to apply to the Company, a Subsidiary or any division
        or
        business unit thereof.  Unless otherwise provided in an Award
        Agreement, Performance-Based Awards will be forfeited if a Participant’s
        employment is terminated for Cause.

       

      9.4           PAYMENT
        OR GRANT OF PERFORMANCE AWARDS.  Unless otherwise provided in the
        relevant Award Agreement, a Participant must be employed by the Company or
        a
        Subsidiary on the day a Performance Award for such Performance Period is
        paid or
        granted to the Participant.  Furthermore, a Participant shall be
        eligible to receive payment pursuant to a Performance-Based Award for a
        Performance Period only if the Performance Goals for such period are
        achieved.  In determining the actual size of an individual
        Performance-Based Award, the Committee may reduce or eliminate the amount
        of the
        Performance-Based Award earned for the Performance Period, if in its sole
        and
        absolute discretion, such reduction or elimination is appropriate.

       

      9.5           MAXIMUM
        AWARD PAYABLE OR GRANTED.  The maximum Performance-Based Award
        payable or granted to any one Participant pursuant to the Plan for a Performance
        Period is 100,000 shares of Stock, or in the event the Performance-Based
        Award
        is paid in cash, such maximum Performance-Based Award shall be determined
        by
        multiplying 100,000 by the Fair Market Value of one share of Stock as of
        the
        date of grant of the Performance-Based Award.

       

      
        
          
          

        

        
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      ARTICLE
        10

      PROVISIONS
        APPLICABLE TO AWARDS

       

      10.1           STAND-ALONE
        AND TANDEM AWARDS.  Awards granted under the Plan may, in the
        discretion of the Committee, be granted either alone or in addition to or
        in
        tandem with any other Award granted under the Plan.  Awards granted in
        addition to or in tandem with other Awards may be granted either at the same
        time as or at a different time from the grant of such other Awards.

       

      10.2           EXCHANGE
        PROVISIONS.  The Committee may at any time offer to exchange or
        buy out any previously granted Award for a payment in cash, Stock, or another
        Award (subject to Section 10.1), based on the terms and conditions the Committee
        determines and communicates to the Participant at the time the offer is
        made.

       

      10.3           TERM
        OF AWARD.  The term of each Award shall be for the period as
        determined by the Committee.

       

      10.4           FORM
        OF PAYMENT FOR AWARDS.  Subject to the terms of the Plan and any
        applicable law or Award Agreement, payments or transfers to be made by the
        Company or a Subsidiary for the payment of an Award, if any, may be made
        in such
        forms as the Committee determines at or after the time of grant, including
        without limitation, cash, promissory note, Stock, other Awards, or other
        property, or any combination, and may be made in a single payment or transfer,
        in installments, or on a deferred basis, in each case determined in accordance
        with rules adopted by, and at the discretion of, the Committee.

       

      10.5           LIMITS
        ON TRANSFER.  No right or interest of a Participant in any Award
        may be pledged, encumbered, or hypothecated to or in favor of any party other
        than the Company or a Subsidiary, or shall be subject to any lien, obligation,
        or liability of such Participant to any other party other than the Company
        or a
        Subsidiary.  Except as otherwise provided by the Committee or as
        otherwise provided in this Plan or in the applicable Award Agreement, no
        Award
        shall be assignable or transferable by a Participant other than by will or
        the
        laws of descent and distribution.

       

      10.6           BENEFICIARIES.  Notwithstanding
        Section 10.5, a Participant may, in the manner determined by the Committee,
        designate a beneficiary to exercise the rights of the Participant and to
        receive
        any distribution with respect to any Award upon the Participant’s
        death.  A beneficiary, legal guardian, legal representative, or other
        person claiming any rights under the Plan is subject to all terms and conditions
        of the Plan and any Award Agreement applicable to the Participant, except
        to the
        extent the Plan and Award Agreement otherwise provide, and to any additional
        restrictions deemed necessary or appropriate by the Committee.  If the
        Participant is married, a designation of a person other than the Participant’s
        spouse as his beneficiary with respect to more than 50 percent of the
        Participant’s interest in the Award shall not be effective without the written
        consent of the Participant’s spouse.  If no beneficiary has been
        designated or survives the Participant, payment shall be made to the person
        entitled thereto under the Participant’s will or the laws of descent and
        distribution.  Subject to the foregoing, a beneficiary designation may
        be changed or revoked by a Participant at any time provided the change or
        revocation is filed with the Committee.

       

      
        
          
          

        

        
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      10.7           STOCK
        CERTIFICATES.  All Stock certificates delivered under the Plan are
        subject to any stop-transfer orders and other restrictions as the Committee
        deems necessary or advisable to comply with Federal or state securities laws,
        rules and regulations and the rules of any national securities exchange or
        automated quotation system on which the Stock is listed, quoted, or
        traded.  The Committee may place legends on any Stock certificate to
        reference restrictions applicable to the Stock.

       

      10.8           CHANGE
        OF CONTROL.  Unless otherwise provided in an Award Agreement, if a
        Change of Control occurs, the Board shall have the discretion to remove all
        restrictions on, or accelerate the vesting of, outstanding
        Awards.  Upon, or in anticipation of, such an event, the Committee may
        cause every Award outstanding hereunder to terminate at a specific time in
        the
        future and, if applicable, shall give each Participant the right to exercise
        Awards during a period of time as the Committee, in its sole and absolute
        discretion, shall determine.

       

      ARTICLE
        11

      CHANGES
        IN CAPITAL STRUCTURE

       

      11.1           GENERAL.  In
        the event a stock dividend is declared upon the Stock, the shares of Stock
        then
        subject to each Award (and the number of shares subject thereto) shall be
        increased proportionately without any change in the aggregate purchase price
        therefor.  In the event the Stock shall be changed into or exchanged
        for a different number or class of shares of Stock or of another corporation,
        whether through reorganization, recapitalization, stock split-up, combination
        of
        shares, merger or consolidation, the Committee has the authority to substitute
        for each such share of Stock then subject to each Award the number and class
        of
        shares of Stock into which each outstanding share of Stock shall be so
        exchanged, all without any change in the aggregate purchase price for the
        shares
        then subject to each Award.

       

      ARTICLE
        12

      AMENDMENT,
        MODIFICATION AND TERMINATION

       

      12.1           AMENDMENT,
        MODIFICATION AND TERMINATION.  With the approval of the Board, at
        any time and from time to time, the Committee may terminate, amend, or modify
        the Plan; provided, however, that to the extent necessary and desirable to
        comply with any applicable law, regulation, or stock exchange rule, the Company
        shall obtain shareholder approval of any Plan amendment in such a manner
        and to
        such a degree as required.

       

      12.2           AWARDS
        PREVIOUSLY GRANTED.  Except as otherwise provided in the Plan,
        including without limitation, the provisions of Article 10, no termination,
        amendment, or modification of the Plan shall adversely affect in any material
        way any Award previously granted under the Plan, without the written consent
        of
        the Participant.

       

      ARTICLE
        13

      GENERAL
        PROVISIONS

       

      13.1           NO
        RIGHTS TO AWARDS.  No Participant, employee, non-employee service
        provider, or other person shall have any claim to be granted any Award under
        the
        Plan, and neither the Company nor the Committee is obligated to treat
        Participants, employees, non-employee service providers, and other persons
        uniformly.

       

      
        
          
          

        

        
          10

          
            

          

        

        
          
          

        

      


      13.2           NO
        STOCKHOLDERS RIGHTS.  No Award gives the Participant any of the
        rights of a stockholder of the Company unless and until shares of Stock are
        in
        fact issued to such person in connection with such Award.

       

      13.3           WITHHOLDING.  The
        Company or any Subsidiary shall have the authority and the right to deduct
        or
        withhold, or require a Participant to remit to the Company, an amount sufficient
        to satisfy Federal, state, and local taxes (including the Participant’s FICA
        obligation) required by law to be withheld with respect to any taxable event
        arising as a result of this Plan.

       

      13.4           NO
        RIGHT TO EMPLOYMENT OR SERVICES.  Nothing in the Plan or any Award
        Agreement shall interfere with or limit in any way the right of the Company
        or
        any Subsidiary to terminate any Participant’s employment or services at any
        time, nor confer upon any Participant any right to continue in the employ
        of, or
        to provide services to, the Company or any Subsidiary.

       

      13.5           UNFUNDED
        STATUS OF AWARDS.  The Plan is intended to be an “unfunded” plan
        for incentive compensation.  With respect to any payments not yet made
        to a Participant pursuant to an Award, nothing contained in the Plan or any
        Award Agreement shall give the Participant any rights that are greater than
        those of a general creditor of the Company or any Subsidiary.

       

      13.6           INDEMNIFICATION.  To
        the extent allowable under applicable law, each member of the Committee or
        of
        the Board shall be indemnified and held harmless by the Company from any
        loss,
        cost, liability, or expense that may be imposed upon or reasonably incurred
        by
        such member in connection with or resulting from any claim, action, suit,
        or
        proceeding to which he or she may be a party or in which he or she may be
        involved by reason of any action or failure to act under the Plan and against
        and from any and all amounts paid by him or her in satisfaction of judgment
        in
        such action, suit, or proceeding against him or her provided he or she gives
        the
        Company an opportunity, at its own expense, to handle and defend the same
        before
        he or she undertakes to handle and defend it on his or her own
        behalf.  The foregoing right of indemnification shall not be exclusive
        of any other rights of indemnification to which such persons may be entitled
        under the Company’s Articles of Incorporation or Bylaws, as a matter of law, or
        otherwise, or any power that the Company may have to indemnify them or hold
        them
        harmless.

       

      13.7           RELATIONSHIP
        TO OTHER BENEFITS.  No payment under the Plan shall be taken into
        account in determining any benefits under any pension, retirement, savings,
        profit sharing, group insurance, welfare or other benefit plan of the Company
        or
        any Subsidiary.

       

      13.8           EXPENSES.  The
        expenses of administering the Plan shall be borne by the Company and its
        Subsidiaries.

       

      13.9           TITLES
        AND HEADINGS.  The titles and headings of the Sections in the Plan
        are for convenience of reference only, and in the event of any conflict,
        the
        text of the Plan, rather than such titles or headings, shall
        control.

       

      13.10         FRACTIONAL
        SHARES.  No fractional shares of stock shall be issued and the
        Committee shall determine, in its discretion, whether cash shall be given
        in
        lieu of fractional shares or whether such fractional shares shall be eliminated
        by rounding up or down as appropriate.

       

      
        
          
          

        

        
          11

          
            

          

        

        
          
          

        

      


      13.11      SECURITIES
        LAW COMPLIANCE.  With respect to any person who is, on the
        relevant date, obligated to file reports under Section 16 of the Exchange
        Act,
        transactions under this Plan are intended to comply with all applicable
        conditions of Rule 16b-3 or its successors under the Exchange Act.  To
        the extent any provision of the Plan or action by the Committee fails to
        so
        comply, it shall be void to the extent permitted by law and voidable as deemed
        advisable by the Committee.

       

      13.12       GOVERNMENT
        AND OTHER REGULATIONS.  The obligation of the Company to make
        payment of awards in Stock or otherwise shall be subject to all applicable
        laws,
        rules, and regulations, and to such approvals by government agencies as may
        be
        required.  The Company shall be under no obligation to register under
        the Securities Act of 1933, as amended (the “1933 Act”), any of the shares of
        Stock paid under the Plan.  If the shares paid under the Plan may in
        certain circumstances be exempt from registration under the 1933 Act, the
        Company may restrict the transfer of such shares in such manner as it deems
        advisable to ensure the availability of any such exemption.

       

      13.13       GOVERNING
        LAW.  The Plan and all Award Agreements shall be construed in
        accordance with and governed by the laws of the State of Arizona.

       

       

    

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