Unassociated Document


    EXHIBIT
      10.11

    


    AMENDED
      AND
      RESTATED

    AS
      ADOPTED
      BY IONATRON, INC’S

    STOCKHOLDERS
      ON SEPTEMBER 10, 2007

     

    IONATRON,
      INC.

     

    2007
      STOCK
      INCENTIVE PLAN

     

    Section
      1.
Purposes;
      Definitions.

    
 

    The
      purpose of the
      Ionatron, Inc. 2007 Stock Incentive Plan is to enable Ionatron, Inc. to offer
      to
      those of its employees and to the employees of its Subsidiaries and other
      persons who are expected to contribute to the success of the Company, long
      term
      performance-based stock and/or other equity interests in the Company, thereby
      enhancing their ability to attract, retain and reward such key employees or
      other persons, and to increase the mutuality of interests between those
      employees or other persons and the stockholders of Ionatron, Inc.

     

    For
      purposes of the
      Plan, the following terms shall be defined as set forth below:

     

    
      	
            	(a)	
              "Board"
                means
                the Board of Directors of Ionatron,
                Inc.

            


    

     

    
      	
            	(b)	
              "Cause"
                shall
                have the meaning ascribed thereto in Section 5(b)(ix)
                below.

            


    

     

    
      	
            	(c)	
              "Change
                of
                Control" shall have the meaning ascribed thereto in Section 11
                below.

            


    

     

    
      	
            	(d)	
              "Code"
                means
                the Internal Revenue Code of 1986, as amended from time to time and
                any
                successor thereto.

            


    

     

    
      	
            	(e)	
              "Committee"
                means any committee of the Board, which the Board may
                designate.

            


    

     

    
      	
            	(f)	
              "Company"
                means Ionatron, Inc., a corporation organized under the laws of the
                State
                of Delaware.

            


    

     

    
      	
            	(g)	
              “Covered
                Employee” shall mean any employee of the Corporation or any of its
                Subsidiaries who is deemed to be a “covered employee” within the meaning
                of Section 162(m) of the Code.

            


    

     

    
      	
            	(h)	
              “Deferred
                Restricted Stock Account” shall mean an account established under this
                Plan on behalf of a Participant which shall be credited with Stock
                Units
                (as defined in Section 6 below) as a result of such Participant’s election
                to defer his/her Restricted Stock (and, if applicable, dividend
                equivalents with respect to such shares of Restricted
                Stock).

            


    

     

    
      	
            	(i)	
              "Deferred
                Stock" means Stock to be received, under an award made pursuant to
                Section
                7 below, at the end of a specified deferral
                period.

            


    

     

    
      	
            	(j)	
              "Disability"
                means disability as determined under procedures established by the
                Board
                or the Committee for purposes of the
                Plan.

            


    

     

    
      	
            	(k)	
              "Early
                Retirement" means retirement, with the approval of the Board or the
                Committee, for purposes of one or more award(s) hereunder, from active
                employment with the Company or any Parent or Subsidiary prior to
                age
                65.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
            	(l)	
              "Exchange
                Act" means the Securities Exchange Act of 1934, as amended, as in
                effect
                from time to time.

            


    

     

    
      	
            	(m)	
              "Fair
                Market
                Value", unless otherwise required by any applicable provision of
                the Code
                or any regulations issued thereunder, means, as of any given date:
                (i) if
                the principal market for the Stock is a national securities exchange
                or
                the Over The Counter Bulletin Board, the closing sale price of the
                Stock
                on such day as reported by such exchange or market system or quotation
                medium, or on a consolidated tape reflecting transactions on such
                exchange
                or market system or quotation medium, or (ii) if the principal market
                for
                the Stock is not a national securities exchange and the Stock is
                not
                quoted on the Over The Counter Bulletin Board, the mean between the
                closing bid sale price for the Stock on such day as reported by the
                National Quotation Bureau, Inc.; provided that if clauses (i) and
                (ii) of
                this paragraph are both inapplicable, or if no trades have been made
                or no
                quotes are available for such day, the Fair Market Value of the Stock
                shall be determined by the Board or the Committee, as the case may
                be,
                which determination shall be conclusive as to the Fair Market Value
                of the
                Stock.

            


    

     

    
      	
            	(n)	
              “409A
                Change”
                shall mean (i) the acquisition by any one person, or more than one
                person
                acting as a group, of Stock that, together with Stock held by such
                person
                or group, constitutes more than fifty percent (50%) of the total
                fair
                market value or total voting power of the Stock; (ii) a) the acquisition
                by any one person, or more than one person acting as a group (or
                the
                acquisition during the 12-month period ending on the date of the
                most
                recent acquisition by such person or persons) of ownership of Stock
                possessing fifty percent (50%) or more of the total voting power
                of the
                Stock; or (b) a majority of members of the Board is replaced during
                any
                12-month period by directors whose appointment or election is not
                endorsed
                by a majority of the members of the Board prior to the date of the
                appointment or election; or (iii) the acquisition by any one person
                or
                more than one person acting as a group (or the acquisition during
                the
                12-month period ending on the date of the most recent acquisition
                by such
                person or persons) of assets from the Company resulting in a Change
                of
                Control and, in any event, that have a total gross fair market value
                equal
                to or more than forty percent (40%) of the total gross fair market
                value
                of all of the assets of the Company immediately prior to such acquisition
                or acquisitions. The foregoing definition of “409A Change” shall be
                interpreted consistent with Code Section 409A and the Treasury regulations
                issued thereunder.

            


    

     

    
      	
            	(o)	
              “409A
                Deferred Stock Award” shall mean a Deferred Stock award that is or has
                become subject to Section 409A of the
                Code.

            


    

     

    
      	
            	(p)	
              “Identification
                Date” shall mean each December 31.

            


    

     

    
      	
            	(q)	
              "Incentive
                Stock Option" means any Stock Option which is intended to be and
                is
                designated as an "incentive stock option" within the meaning of Section
                422 of the Code, or any successor
                thereto.

            


    

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    
      	
            	(r)	
              "Non-Qualified
                Stock Option" means any Stock Option that is not an Incentive Stock
                Option.

            


    

     

    
      	
            	(s)	
              "Normal
                Retirement" means retirement from active employment with the Company
                or
                any Subsidiary on or after age 65.

            


    

     

    
      	
            	(t)	
              "Other
                Stock-Based Award" means an award under Section 8 below that is valued
                in
                whole or in part by reference to, or is otherwise based upon,
                Stock.

            


    

     

    
      	
            	(u)	
              “Participant”
                shall mean any person who has received an award of an Option, Deferred
                Stock, Restricted Stock or an Other-Stock Based-Award under the Plan.
                

            


    

     

    
      	
            	(v)	
              "Parent"
                means any present or future parent of the Company, as such term is
                defined
                in Section 424(e) of the Code, or any successor
                thereto.

            


    

     

    
      	
            	(w)	
              "Plan"
                means
                this Ionatron, Inc. 2007 Stock Incentive Plan, as hereinafter amended
                from
                time to time.

            


    

     

    
      	
            	(x)	
              "Restricted
                Stock" means Stock, received under an award made pursuant to Section
                6
                below, that is subject to restrictions imposed pursuant to said Section
                6.

            


    

     

    
      	
            	(y)	
              "Retirement"
                means Normal Retirement or Early
                Retirement.

            


    

     

    
      	
            	(z)	
              "Rule
                16b-3"
                means Rule 16b-3 of the General Rules and Regulations under the Exchange
                Act, as in effect from time to time, and any successor
                thereto.

            


    

     

    
      	
            	(aa)	
              "Securities
                Act" means the Securities Act of 1933, as amended, as in effect from
                time
                to time.

            


    

     

    
      	
            	(bb)	
              “Specified
                Employee” means any Participant (As hereinafter defined) who is (i) an
                officer of the Company and (ii) receives annual compensation from
                the
                Company in excess of $130,000 (or such other amount as determined
                pursuant
                to Code Section 416(i)(1)(A)(i)). The term Specified Employee shall
                also
                include any other individual who satisfies the definition of specified
                employee under Code Section 409A. A Participant is a Specified Employee
                if
                he/she meets the foregoing requirements at any time during the 12-month
                period ending on an Identification Date. If a Participant is a Specified
                Employee as of an Identification Date, such Participant is treated
                as a
                Specified Employee for the 12-month period beginning on the first
                day of
                the fourth month following the Identification
                Date.

            


    

     

    
      	
            	(cc)	
              "Stock"
                means
                the Common Stock of the Company, $.001 par value per
                share.

            


    

     

    
      	
            	(dd)	
              "Stock
                Option" or "Option" means any option to purchase shares of Stock
                which is
                granted pursuant to the Plan.

            


    

     

    
      	
            	(ee)	
              "Subsidiary"
                means any present or future (A) subsidiary corporation of the Company,
                as
                such term is defined in Section 424(f) of the Code, or any successor
                thereto, or (B) unincorporated business entity in which the Company
                owns,
                directly or indirectly, 50% or more of the voting rights, capital
                or
                profits.

            


    

     

    
      	
            	(ff)	
              “Unforeseen
                Emergency means a severe financial hardship to the Participant resulting
                from an illness or accident of the Participant, the Participant’s spouse
                or a dependent (as defined in Section 152(a) of the Code) of the
                Participant, loss of the Participant’s property due to casualty, or other
                similar extraordinary and unforeseeable circumstances arising as
                a result
                of events beyond the control of the
                Participant.

            


    

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    Section
      2.
Administration.

     

    The
      Plan shall be
      administered by the Board, or at its discretion, the Committee, the membership
      of which shall consist solely of two or more members of the Board, each of
      whom
      shall serve at the pleasure of the Board and, to the extent practicable, shall
      be a "Non-Employee Director," as defined in Rule 16b-3 and shall be at all
      times
      constituted so as not to adversely affect the compliance of the Plan with the
      requirements of Rule 16b-3 or with the requirements of any other applicable
      law,
      rule or regulation. To extent practicable, the members of the Committee shall
      each be an “outside director” within the meaning of Section 162(m) of the Code
      and the regulations thereunder. 

     

    The
      Board or the
      Committee, as the case may be, shall have the authority to grant, pursuant
      to
      the terms of the Plan, to officers and other employees or other persons eligible
      under Section 4 below: (i) Stock Options, (ii) Restricted Stock, (iii) Deferred
      Stock, (iv) Stock Appreciation Rights, and/or (v) Other Stock-Based
      Awards.

     

    For
      purposes of
      illustration and not of limitation, the Board or the Committee, as the case
      may
      be, shall have the authority (subject to the express provisions of the
      Plan):

     

    
      	
            	(i)	
              to
                select the
                officers, other employees of the Company or any Parent or Subsidiary
                and
                other persons to whom Stock Options, Restricted Stock, Deferred Stock
                and/or Other Stock-Based Awards may be from time to time granted
                hereunder;

            


    

     

    
      	
            	(ii)	
              to
                determine
                the Incentive Stock Options, Non-Qualified Stock Options, Restricted
                Stock, Deferred Stock and/or Other Stock-Based Awards, or any combination
                thereof, if any, to be granted hereunder to one or more eligible
                persons;
                

            


    

     

    
      	
            	(iii)	
              to
                determine
                the number of shares of Stock to be covered by each award granted
                hereunder;

            


    

     

    
      	
            	(iv)	
              to
                determine
                the terms and conditions, not inconsistent with the terms of the
                Plan, of
                any award granted hereunder (including, but not limited to, share
                price,
                any restrictions or limitations, and any vesting acceleration,
                exercisability and/or forfeiture provisions);


            


    

     

    
      	
            	(v)	
              to
                determine
                the terms and conditions under which awards granted hereunder are
                to
                operate on a tandem basis and/or in conjunction with or apart from
                other
                awards made by the Company or any Parent or Subsidiary outside of
                the
                Plan; and

            


    

     

    
      	
            	(vi)	
              to
                substitute
                (A) new Stock Options for previously granted Stock Options, including
                previously granted Stock Options and (B) new awards of any other
                type for
                previously granted awards of the same
                type.

            


    

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    Subject
      to Section
      11 hereof, the Board or the Committee, as the case may be, shall have the
      authority to (i) adopt, alter and repeal such administrative rules, guidelines
      and practices governing the Plan as it shall, from time to time, deem advisable,
      (ii) interpret the terms and provisions of the Plan and any award issued under
      the Plan (and to determine the form and substance of all agreements relating
      thereto), and (iii) to otherwise supervise the administration of the
      Plan.

     

    Subject
      to the
      provisions of the Plan, the Board or the Committee, as the case may be, may,
      in
      its sole discretion, from time to time delegate to the Chief Executive Officer
      of the Company (the "CEO") the authority, subject to such terms as the Board
      or
      the Committee, as the case may be, shall determine, to determine and designate
      from time to time the employees or other persons to whom awards may be granted
      and to perform other specified functions under the Plan; provided, however,
      that
      the CEO may not grant any Award to, or perform any function related to an Award
      to, himself or any individual (i) then subject to Section 16 of the Exchange
      Act
      or (ii) who is or, in the determination of the Board or the Committee, as the
      case may be, may become a Covered Employee, and any such grant or function
      relating to such individuals shall be performed solely by the Board or the
      Committee, as the case may be, to ensure compliance with the applicable
      requirements of the Exchange Act and the Code or (iii) where the grant or
      performance of such function by the CEO will cause the Plan not to comply with
      any applicable regulation of any securities exchange or automated quotation
      system where the Stock is listed for trading.

     

    Any
      such delegation
      of authority by the Board or the Committee, as the case may be, shall be by
      a
      resolution adopted by the Board or the Committee, as the case may be, and shall
      specify all of the terms and conditions of the delegation. The resolution of
      the
      Board or the Committee, as the case may be, granting such authority may
      authorize the CEO to grant awards pursuant to the Plan and may set forth the
      types of awards that may be granted; provided, however, that the resolution
      shall (i) specify the maximum number of shares of Stock that may be awarded
      to
      any individual Plan participant and to all participants during a specified
      period of time and (ii) specify the exercise price (or the method for
      determining the exercise price) of an award, the vesting schedule, and any
      other
      terms, conditions, or restrictions that may be imposed by the Board or the
      Committee, as the case may be, in its sole discretion. The resolution of the
      Board or the Committee, as the case may be, shall also require the CEO to
      provide the Board or the Committee, as the case may be, on at least a monthly
      basis, a report that identifies the awards granted, the awards granted pursuant
      to the delegated authority and, with respect to each Award: the name of the
      participant, the date of grant of the award, the number of shares of Stock,
      the
      exercise price and period, if any, and the vesting provisions of such award,
      the
      terms of such awards, in all cases, being subject to the resolutions of the
      Board or the Committee, as the case may be, granting such
      authority.

     

    The
      Board or the
      Committee, or the case may be, may also delegate to other officers of the
      Company, pursuant to a written delegation, the authority to perform specified
      functions under the Plan that are not inconsistent with Rule 16b-3 or other
      rules or regulations applicable to the Plan. Any actions taken by any officers
      of the Company pursuant to such written delegation of authority shall be deemed
      to have been taken by the Board or the Committee, as the case may
      be.

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    Subject
      to the
      express provisions of the Plan, all decisions made by the Board or the
      Committee, as the case may be, pursuant to the provisions of the Plan shall
      be
      made in the Board or the Committee's sole and absolute discretion and shall
      be
      final and binding upon all persons, including the Company, its Parent and
      Subsidiaries and the Plan Participants.

     

    Section
      3.
Stock
      Subject to
      Plan.

     

    The
      total number of
      shares of Stock reserved and available for distribution under the Plan shall
      be
      10,000,000 shares; provided, however, that the maximum number of Shares
      available for award or grant during the first five years of the Plan shall
      be an
      aggregate of 5,000,000 Shares; and provided further that the maximum number
      of
      Shares available for award or grant during any consecutive twelve month period
      shall be 1,000,000 Shares during the first two years of the Plan and 2,000,000
      Shares during the third through fifth years of the Plan. Such shares may
      consist, in whole or in part, of authorized and unissued shares or treasury
      shares.

     

    If
      any shares of
      Stock that have been optioned cease to be subject to a Stock Option award for
      any reason (other than by issuance of such shares upon exercise of a Stock
      Option), or if any shares of Stock that are subject to any Restricted Stock
      award, Deferred Stock award or Other Stock-Based award are forfeited or any
      such
      award otherwise terminates without the issuance of such shares such shares
      shall
      again be available for distribution under the Plan. Without limiting the
      foregoing, (i) any shares of Stock subject to an award that remain unissued
      upon
      the cancellation, surrender, exchange or termination of such award without
      having been exercised or settled, (ii) any shares of Stock subject to an award
      that are retained by the Company as payment of the exercise price or tax
      withholding obligations with respect to an award, (iii) any shares of Stock
      equal to the number of previously owned shares of Stock surrendered to the
      Company as payment of the exercise price of a Stock Option or to satisfy tax
      withholding obligations with respect to an award and (iv) any shares of Common
      Stock equal to the excess of the number of shares of Common Stock subject to
      a
      Stock Appreciation Right grant over the number of shares of Common Stock
      delivered upon the exercise of Stock Appreciation Rights, shall again be
      available for distribution under the Plan.

     

    In
      the event of any
      merger, reorganization, consolidation, recapitalization, stock dividend, stock
      split, extraordinary distribution with respect to the Stock or other change
      in
      corporate structure affecting the Stock, such substitution or adjustments shall
      be made in the (A) aggregate number of shares of Stock reserved for issuance
      under the Plan, (B) number, kind and exercise price of shares of Stock subject
      to outstanding Options and Stock Appreciation Rights granted under the Plan,
      and
      (C) number, kind, purchase price and/or appreciation base of shares of Stock
      subject to other outstanding awards granted under the Plan, as may be determined
      to be appropriate by the Board or the Committee, as the case may be, in order
      to
      prevent dilution or enlargement of rights; provided, however, that the number
      of
      shares of Stock subject to any award shall always be a whole number. Such
      adjusted exercise price shall also be used to determine the amount which is
      payable to the optionee upon the exercise by the Board or the Committee, as
      the
      case may be, of the alternative settlement right which is set forth in Section
      5(b)(xi) below.

     

    Subject
      to the
      provisions of the immediately preceding paragraph, the maximum number of shares
      of Stock with respect to which Options, Restricted Stock, Deferred Stock, Stock
      Appreciation Rights or Other Stock-Based Awards may be granted or measured
      to
      any Participant under the Plan during any calendar year or part thereof shall
      not exceed 4,000,000 shares. The maximum number of shares of Stock with respect
      to which Incentive Stock Options may be granted under the Plan shall be
      10,000,000 shares of Stock.

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

    Section
      4.
Eligibility.

     

    Officers
      and other
      employees of the Company or any Parent or Subsidiary (but excluding any person
      whose eligibility would adversely affect the compliance of the Plan with the
      requirements of Rule 16b-3) who are at the time of the grant of an award under
      the Plan employed by the Company or any Parent or Subsidiary and who are
      responsible for or contribute to the management, growth and/or profitability
      of
      the business of the Company or any Parent or Subsidiary are eligible to be
      granted. Options and awards under the Plan. In addition, Non-Qualified Stock
      Options and other awards may be granted under the Plan to any person, including,
      but not limited to, directors, independent agents, consultants and attorneys
      who
      the Board or the Committee, as the case may be, believes has contributed or
      will
      contribute to the success of the Company. Eligibility under the Plan shall
      be
      determined by the Board or the Committee, as the case may be.

     

    The
      Board or the
      Committee, as the case may be, may, in its sole discretion, include additional
      conditions and restrictions in the agreement entered into in connection with
      such awards under the Plan. The grant of an Option or other award under the
      Plan, and any determination made in connection therewith, shall be made on
      a
      case by case basis and can differ among optionees and grantees. The grant of
      an
      Option or other award under the Plan is a privilege and not a right and the
      determination of the Board or the Committee, as the case may be, can be applied
      on a non-uniform (discretionary) basis.

     

    Section
      5.
Stock
      Options.

     

    
      	
            	(a)	
              Grant
                and
                Exercise. Stock Options granted under the Plan may be of two types:
                (i)
                Incentive Stock Options and (ii) Non-Qualified Stock Options. Any
                Stock
                Option granted under the Plan shall contain such terms as the Board
                or the
                Committee, as the case may be, may from time to time approve. The
                Board or
                the Committee, as the case may be, shall have the authority to grant
                to
                any optionee Incentive Stock Options, Non-Qualified Stock Options,
                or both
                types of Stock Options, and they may be granted alone or in addition
                to
                other awards granted under the Plan. To the extent that any Stock
                Option
                is not designated as an Incentive Stock Option or does not qualify
                as an
                Incentive Stock Option, it shall constitute a Non-Qualified Stock
                Option.
                The grant of an Option shall be deemed to have occurred on the date
                on
                which the Board or the Committee, as the case may be, by resolution,
                designates an individual as a grantee thereof, and determines the
                number
                of shares of Stock subject to, and the terms and conditions of, said
                Option.

            


    

     

    Anything
      in the
      Plan to the contrary notwithstanding, no term of the Plan relating to Incentive
      Stock Options or any agreement providing for Incentive Stock Options shall
      be
      interpreted, amended or altered, nor shall any discretion or authority granted
      under the Plan be exercised, so as to disqualify the Plan under Section 422
      of
      the Code, or, without the consent of the optionee(s) affected, to disqualify
      any
      Incentive Stock Option under said Section 422.

     

    
      	
            	(b)	
              Terms
                and
                Conditions. Stock Options granted under the Plan shall be subject
                to the
                following terms and conditions:

            


    

     

    
      	
            	(i)	
              Option
                Price.
                The option
                price per share of Stock purchasable under a Stock Option shall be
                determined by the Board or the Committee, as the case may be, at
                the time
                of grant but as to Incentive Stock Options and Non-Qualified Stock
                Options
                shall be not less than 100% (110% in the case of an Incentive Stock
                Option
                granted to an optionee ("10% Stockholder") who, at the time of grant,
                owns
                Stock possessing more than 10% of the total combined voting power
                of all
                classes of stock of the Company or its Parent, if any, or its
                Subsidiaries) of the Fair Market Value of the Stock at the time of
                grant.
                

            


    

     

    
      	
            	(ii)	
              Option
                Term.
                The term of
                each Stock Option shall be fixed by the Board or the Committee, as
                the
                case may be, but no Incentive Stock Option shall be exercisable more
                than
                ten years (five years, in the case of an Incentive Stock Option granted
                to
                a 10% Stockholder) after the date on which the Option is
                granted.

            


    

     

    
      	
            	(iii)	
              Exercisability.
                Stock
                Options shall be exercisable at such time or times and subject to
                such
                terms and conditions as shall be determined by the Board or the Committee,
                as the case may be. If the Board or the Committee, as the case may
                be,
                provides, in its discretion, that any Stock Option is exercisable
                only in
                installments, the Board or the Committee, as the case may be, may
                waive
                such installment exercise provisions at any time at or after the
                time of
                grant in whole or in part, based upon such factors as the Board or
                the
                Committee, as the case may be, shall
                determine.

            


    

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

     

    
      	
            	(iv)	
              Method
                of Exercise.
                Subject to
                whatever installment, exercise and waiting period provisions are
                applicable in a particular case, Stock Options may be exercised in
                whole
                or in part at any time during the option period by giving written
                notice
                of exercise to the Company specifying the number of shares of Stock
                to be
                purchased. Such notice shall be accompanied by payment in full of
                the
                exercise price for the Stock Options exercised, which shall be in
                cash or,
                if provided in the Stock Option agreement referred to in Section
                5(b)(xii)
                below or otherwise provided by the Board, or Committee, as the case
                may
                be, either at or after the date of grant of the Stock Option, in
                whole
                shares of Stock which are already owned by the holder of the Option
                or
                partly in cash and partly in such Stock. Cash payments shall be made
                by
                wire transfer, certified or bank check or personal check, in each
                case
                payable to the order of the Company; provided, however, that the
                Company
                shall not be required to deliver certificates for shares of Stock
                with
                respect to which an Option is exercised until the Company has confirmed
                the receipt of good and available funds in payment of the purchase
                price
                thereof. If permitted, payments of the exercise price and any tax
                required
                to be withheld by the Company in the form of Stock (which shall be
                valued
                at the Fair Market Value of a share of Stock on the date of exercise)
                shall be made by delivery of stock certificates in negotiable form
                which
                are effective to transfer good and valid title thereto to the Company,
                free of any liens or encumbrances. In addition to the foregoing,
                payment
                of the exercise price may be made by delivery to the Company by the
                optionee of an executed exercise form, together with irrevocable
                instructions to a broker-dealer to sell or margin a sufficient portion
                of
                the shares covered by the option and deliver the sale or margin loan
                proceeds directly to the Company. Except as otherwise expressly provided
                in the Plan or in the Stock Option agreement referred to in Section
                5(b)(xii) below or otherwise provided by the Board or Committee,
                as the
                case may be, either at or after the date of grant of the Option,
                no Option
                which is granted to a person who is at the time of grant an employee
                of
                the Company or of a Subsidiary or Parent of the Company may be exercised
                at any time unless the holder thereof is then an employee of the
                Company
                or of a Parent or a Subsidiary. The holder of an Option shall have
                none of
                the rights of a stockholder with respect to the shares subject to
                the
                Option until the optionee has given written notice of exercise, has
                paid
                in full for those shares of Stock and, if requested by the Board
                or
                Committee, as the case may be, has given the representation described
                in
                Section 13(a) below.

            


    

     

    
      	
            	(v)	
              Transferability;
                Exercisability.
                No Stock
                Option shall be transferable by the optionee other than by will or
                by the
                laws of descent and distribution, except as may be otherwise provided
                with
                respect to a Non-Qualified Option pursuant to the specific provisions
                of
                the Stock Option agreement pursuant to which it was issued as referred
                to
                in Section 5(b)(xii) below (which agreement may be amended, from
                time to
                time). Except as otherwise provided in the Stock Option agreement
                relating
                to a Non-Qualified Stock Option, all Stock Options shall be exercisable,
                during the optionee's lifetime, only by the optionee or his or her
                guardian or legal representative.

            


    

     

    
      	
            	(vi)	
              Termination
                by Reason of Death.
                Subject to
                Section 5(b)(x) below, if an optionee's employment by the Company
                or any
                Parent or Parent or Subsidiary terminates by reason of death, any
                Stock
                Option held by such optionee may thereafter be exercised, to the
                extent
                then exercisable or on such accelerated basis as the Board or Committee,
                as the case may be, may determine at or after the time of grant,
                for a
                period of one year (or such other period as the Board or the Committee,
                as
                the case may be, may specify at or after the time of grant) from
                the date
                of death or until the expiration of the stated term of such Stock
                Option,
                whichever period is the shorter.

            


    

     

    
      	
            	(vii)	
              Termination
                by Reason of Disability.
                Subject to
                Section 5(b)(x) below, if an optionee's employment by the Company
                or any
                Parent or Subsidiary terminates by reason of Disability, any Stock
                Option
                held by such optionee may thereafter be exercised by the optionee,
                to the
                extent it was exercisable at the time of termination or on such
                accelerated basis as the Board or the Committee, as the case may
                be, may
                determine at or after the time of grant, for a period of one year
                (or such
                other period as the Board or the Committee, as the case may be, may
                specify at or after the time of grant) from the date of such termination
                of employment or until the expiration of the stated term of such
                Stock
                Option, whichever period is the shorter; provided, however, that
                if the
                optionee dies within such one year period (or such other period as
                the
                Board or the Committee, as the case may be, shall specify at or after
                the
                time of grant), any unexercised Stock Option held by such optionee
                shall
                thereafter be exercisable to the extent to which it was exercisable
                at the
                time of death for a period of one year from the date of death or
                until the
                expiration of the stated term of such Stock Option, whichever period
                is
                the shorter.

            


    

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

     

    
      	
            	(viii)	
              Termination
                by Reason of Retirement.
                Subject to
                Section 5(b)(x) below, if an optionee's employment by the Company
                or any
                Parent or Subsidiary terminates by reason of Normal Retirement, any
                Stock
                Option held by such optionee may thereafter be exercised by the optionee,
                to the extent it was exercisable at the time of termination or on
                such
                accelerated basis as the Board or the Committee, as the case may
                be, may
                determine at or after the time of grant, for a period of one year
                (or such
                other period as the Board or the Committee, as the case may be, may
                specify at or after the time of grant) from the date of such termination
                of employment or the expiration of the stated term of such Stock
                Option,
                whichever period is the shorter; provided, however, that if the optionee
                dies within such one year period (or such other period as the Board
                or the
                Committee, as the case may be, shall specify at or after the date
                of
                grant), any unexercised Stock Option held by such optionee shall
                thereafter be exercisable to the extent to which it was exercisable
                at the
                time of death for a period of one year from the date of death or
                until the
                expiration of the stated term of such Stock Option, whichever period
                is
                the shorter. If an optionee's employment with the Company or any
                Parent or
                Subsidiary terminates by reason of Early Retirement, the Stock Option
                shall thereupon terminate; provided, however, that if the Board or
                the
                Committee, as the case may be, so approves at the time of Early
                Retirement, any Stock Option held by the optionee may thereafter
                be
                exercised by the optionee as provided above in connection with termination
                of employment by reason of Normal
                Retirement.

            


    

     

    
      	
            	(ix)	
              Other
                Termination.
                Subject to
                the provisions of Section 13(g) below and unless otherwise determined
                by
                the Board or Committee, as the case may be, at or after the time
                of grant,
                if an optionee's employment by the Company or any Parent or Subsidiary
                terminates for any reason other than death, Disability or Retirement,
                the
                Stock Option shall thereupon automatically terminate, except that
                if the
                optionee is involuntarily terminated by the Company or any Parent
                or a
                Subsidiary without Cause (as hereinafter defined), such Stock Option
                may
                be exercised for a period of three months (or such other period as
                the
                Board or the Committee, as the case may be, shall specify at or after
                the
                time of grant) from the date of such termination or until the expiration
                of the stated term of such Stock Option, whichever period is shorter.
                For
                purposes of the Plan, "Cause" shall mean (1) the conviction of the
                optionee of a felony under Federal law or the law of the state in
                which
                such action occurred, (2) dishonesty by the optionee in the course
                of
                fulfilling his or her employment duties, or (3) the failure on the
                part of
                the optionee to perform his or her employment duties in any material
                respect. In addition, with respect to an option granted to an employee
                of
                the Company, a Parent or a Subsidiary, for purposes of the Plan,
                "Cause"
                shall also include any definition of "Cause" contained in any employment
                agreement between the optionee and the Company, Parent or Subsidiary,
                as
                the case may be.

            


    

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

     

    
      	
            	(x)	
              Additional
                Incentive Stock Option Limitation.
                In the case
                of an Incentive Stock Option, the aggregate Fair Market Value of
                Stock
                (determined at the time of grant of the Option) with respect to which
                Incentive Stock Options are exercisable for the first time by an
                optionee
                during any calendar year (under all such plans of optionee's employer
                corporation and its Parent and Subsidiaries) shall not exceed
                $100,000.

            


    

     

    
      	
            	(xi)	
              Alternative
                Settlement of Option.
                If provided
                for, upon the receipt of written notice of exercise or otherwise
                provided
                for by the Board or Committee, as the case may be, either at or after
                the
                time of grant of the Stock Option, the Board or the Committee, as
                the case
                may be, may elect to settle all or part of any Stock Option by paying
                to
                the optionee an amount, in cash or Stock (valued at Fair Market Value
                on
                the date of exercise), equal to the product of the excess of the
                Fair
                Market Value of one share of Stock, on the date of exercise over
                the
                Option exercise price, multiplied by the number of shares of Stock
                with
                respect to which the optionee proposes to exercise the Option. Any
                such
                settlements which relate to Options which are held by optionees who
                are
                subject to Section 16(b) of the Exchange Act shall comply with any
                "window
                period" provisions of Rule 16b-3, to the extent applicable, and with
                such
                other conditions as the Board or Committee, as the case may be, may
                impose. 

            


    

     

    
      	
            	(xii)	
              Stock
                Option Agreement.
                Each grant
                of a Stock Option shall be confirmed by, and shall be subject to
                the terms
                of, an agreement executed by the Company and the
                Participant.

            


    

     

    Section
      6.
Restricted
      Stock.

     

    
      	
            	(a)	
              Grant
                and
                Exercise. Shares of Restricted Stock may be issued either alone or
                in
                addition to or in tandem with other awards granted under the Plan.
                The
                Board or the Committee, as the case may be, shall determine the eligible
                persons to whom, and the time or times at which, grants of Restricted
                Stock will be made, the number of shares to be awarded, the price
                (if any)
                to be paid by the recipient, the time or times within which such
                awards
                may be subject to forfeiture (the "Restriction Period"), the vesting
                schedule and rights to acceleration thereof, and all other terms
                and
                conditions of the awards. The Board or the Committee, as the case
                may be,
                may condition the grant of Restricted Stock upon the attainment of
                such
                factors as the Board or the Committee, as the case may be, may
                determine.

            


    

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

     

    
      	
            	(b)	
              Terms
                and
                Conditions. Each Restricted Stock award shall be subject to the following
                terms and conditions:

            


    

     

    
      	
            	(i)	
              Restricted
                Stock, when issued, shall either be issued in book-entry form or
                will be
                represented by a stock certificate or certificates registered in
                the name
                of the holder to whom such Restricted Stock shall have been awarded.
                During the Restriction Period, any certificates representing the
                Restricted Stock and any securities constituting Retained Distributions
                (as defined below) shall bear a restrictive legend to the effect
                that
                ownership of the Restricted Stock (and such Retained Distributions),
                and
                the enjoyment of all rights related thereto, are subject to the
                restrictions, terms and conditions provided in the Plan and the Restricted
                Stock agreement referred to in Section 6(b)(iv) below. Any such
                certificates shall be deposited by the holder with the Company, together
                with stock powers or other instruments of assignment, endorsed in
                blank,
                which will permit transfer to the Company of all or any portion of
                the
                Restricted Stock and any securities constituting Retained Distributions
                that shall be forfeited or that shall not become vested in accordance
                with
                the Plan and the applicable Restricted Stock
                agreement.

            


    

     

    
      	
            	(ii)	
              Restricted
                Stock shall constitute issued and outstanding shares of Common Stock
                for
                all corporate purposes, and the issuance thereof shall be made for
                at
                least the minimum consideration (if any) necessary to permit the
                shares of
                Restricted Stock to be deemed to be fully paid and nonassessable.
                Unless
                the Board or the Committee determines otherwise, the holder will
                have the
                right to vote such Restricted Stock, to receive and retain all regular
                cash dividends and other cash equivalent distributions as the Board
                may in
                its sole discretion designate, pay or distribute on such Restricted
                Stock
                and to exercise all other rights, powers and privileges of a holder
                of
                Stock with respect to such Restricted Stock, with the exceptions
                that (A)
                the holder will not be entitled to delivery of the stock certificate
                or
                certificates representing such Restricted Stock until the Restriction
                Period shall have expired and unless all other vesting requirements
                with
                respect thereto shall have been fulfilled; (B) the Company will retain
                custody of the stock certificate or certificates representing the
                Restricted Stock during the Restriction Period; (C) other than regular
                cash dividends and other cash equivalent distributions as the Board
                may in
                its sole discretion designate, pay or distribute, the Company will
                retain
                custody of all distributions ("Retained Distributions") made or declared
                with respect to the Restricted Stock (and such Retained Distributions
                will
                be subject to the same restrictions, terms and conditions as are
                applicable to the Restricted Stock) until such time, if ever, as
                the
                Restricted Stock with respect to which such Retained Distributions
                shall
                have been made, paid or declared shall have become vested and with
                respect
                to which the Restriction Period shall have expired; (D) the holder
                may not
                sell, assign, transfer, pledge, exchange, encumber or dispose of
                the
                Restricted Stock or any Retained Distributions during the Restriction
                Period; and (E) a breach of any of the restrictions, terms or conditions
                contained in the Plan or the Restricted Stock agreement referred
                to in
                Section 6(b)(iv) below, or otherwise established by the Board or
                the
                Committee, as the case may be, with respect to any Restricted Stock
                or
                Retained Distributions will cause a forfeiture of such Restricted
                Stock
                and any Retained Distributions with respect
                thereto.

            


    

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

     

    
      	
            	(iii)	
              Upon
                the
                expiration of the Restriction Period with respect to each award of
                Restricted Stock and the satisfaction of any other applicable
                restrictions, terms and conditions (A) all or part of such Restricted
                Stock shall become vested in accordance with the terms of the Restricted
                Stock agreement referred to in Section 6(b)(iv) below, and (B) any
                Retained Distributions with respect to such Restricted Stock shall
                become
                vested to the extent that the Restricted Stock related thereto shall
                have
                become vested. Any such Restricted Stock and Retained Distributions
                that
                do not vest shall be forfeited to the Company and the holder shall
                not
                thereafter have any rights with respect to such Restricted Stock
                and
                Retained Distributions that shall have been so
                forfeited.

            


    

     

    
      	
            	(iv)	
              Each
                Restricted Stock award shall be confirmed by, and shall be subject
                to the
                terms of, an agreement executed by the Company and the
                Participant.

            


    

     

    
      	
            	(c)	
              Restricted
                Stock Deferrals

            


    

     

    Deferral
      Agreement

     

    A
      Participant who
      may be or has been awarded Restricted Stock by the Company may make a deferral
      election under the Plan by completing and submitting to the Company a written
      Stock Deferral Agreement provided by the Company during the enrollment period.
      The Stock Deferral Agreement must comply with the timing conditions of Section
      (ii) below. The Stock Deferral Agreement shall indicate: (1) the number of
      shares of Restricted Stock a Participant elects to defer, (2) the disposition
      of
      dividend equivalents, and (3) the Participant’s election of a payment schedule
      for his or her Deferred Restricted Stock Account. Notwithstanding any provision
      to the contrary in this Plan, a Participant’s Deferred Restricted Stock Account
      is payable solely in shares of the Company’s common stock (with any fractional
      share paid in cash). Dividend equivalent payments shall be made with respect
      to
      Stock Units, as defined in Section (iv) below, credited to a Participant’s
      Deferred Restricted Stock Account in the amount that would have been paid (or
      reinvested) as a dividend if each Stock Unit were a share of common stock of
      the
      Company. Subject to the participant’s election in Section 6(c)(i)(2) hereof, any
      such dividend equivalent shall be credited to the Participant’s Deferred
      Restricted Stock Account. The number of Stock Units into which the dividend
      equivalents are converted shall be calculated based on the price per share
      of
      the Stock of the Company as of the date the dividend is paid.

     

    Timing
      of Stock
      Deferral Agreement

     

    A
      deferral election relating to Restricted Stock will be invalid unless the
      election satisfies one of the following conditions:

     

    The
      election may be
      made at any time that is no later than December 31 of the year prior to the
      year
      in which the Restricted Stock is granted or, with respect to Restricted Stock
      that is subject to a vesting period of at least twelve (12) months, the election
      made on or before the thirtieth (30th)
      day after the
      Participant is granted the Restricted Stock and further provided that the
      election is made at least twelve (12) months in advance of the earliest date
      on
      which the vesting period could expire. Notwithstanding the foregoing to the
      contrary, a Participant shall not be permitted to elect to defer the receipt
      of
      Restricted Stock unless such election complies with Code Section 409A and
      Treasury Regulations, IRS Rulings and IRS Notices issued thereunder (a
“Pre-Grant Stock Deferral Election”);

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

     

    The
      election may be
      made later than the time or times set forth in (1) above, provided the deferral
      election period shall occur during the period which is at least twelve (12)
      months prior to the date on which the Restricted Stock becomes vested (a
“Post-Grant Stock Deferral Election”). Any Post-Grant Stock Deferral Election
      must indicate a distribution date that is at least five (5) years later than
      the
      vesting date of the related Restricted Stock; or

     

    In
      the case of
      Restricted Stock that qualify as performance-based under Code Section 409A,
      the
      election may be made no later than six (6) months prior to the vesting date
      of
      the Restricted Stock (a “Performance-Based Stock Deferral
      Election”).

     

    Effect
      of
      Deferral Election

     

    Except
      as provided
      in Section 6(c)(vi) regarding changing a payment schedule election, deferral
      elections are irrevocable.

     

    Additional
      Effect of Deferral Election on Restricted Stock

     

    When
      a Participant
      makes a deferral election for Restricted Stock, such Participant shall continue
      to hold (or otherwise be credited with ownership of) the shares of Restricted
      Stock which are subject to the election, and remains able to exercise all rights
      of ownership accorded to him or her as the owner of unvested Restricted Stock
      with respect to such shares, as set forth in the Participant’s underlying
      Restricted Stock award agreement, until the day immediately prior to the
“vesting date” of such deferred Restricted Stock shares. During such period, any
      dividends declared with respect to such deferred Restricted Stock shares shall
      be distributed in accordance with the provisions of the plan pursuant to which
      the Restricted Stock is granted (e.g., paid in cash to the Participant or
      reinvested in Stock), as provided in the Company’s Restricted Stock
      agreement.

     

    On
      the day
      immediately prior to the “vesting date” of the deferred Restricted Stock shares
      subject to the stock deferral election, such shares are deemed to be surrendered
      to the Company by the Participant, and exchanged for stock units (“Stock Units”)
      which are simultaneously “deferred” (and credited to the Participant’s Deferred
      Restricted Stock Account pursuant to provisions of the Plan).

     

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

     

    Effect
      of
      FICA/FUTA Obligation

     

    As
      of the
      applicable vesting date, Restricted Stock is subject to taxation under the
      Federal Insurance Contribution Act (“FICA”) and the Federal Unemployment Tax Act
      (“FUTA”). The Company, without the Participant’s consent, may satisfy the
      Company’s withholding obligation for FICA and FUTA taxes payable by the
      Participant with respect to the Restricted Stock by withholding from the
      deferral and thus reducing the deferral amount.

     

    Changing
      Payment
      Schedule Election

     

    With
      respect to the
      portion of a Participant’s Account that is a Post-Grant Stock Deferral Election,
      the Participant shall be permitted to change his or her payment schedule
      election at any time, but only if: (1) such subsequent election may not take
      effect until at least twelve (12) months after the date on which it is made,
      (2)
      if such subsequent election relates to a payment not made on account of the
      Participant’s death, disability or Unforeseeable Emergency, the payment with
      respect to which such election is made must be deferred for a period of not
      less
      than five (5) years from the date such payment would otherwise have been made,
      and (3) any subsequent election related to a payment described in Code Section
      409A(2)(A)(iv) may not be made less than twelve (12) months prior to the date
      of
      the first scheduled payment.

     

    With
      respect to the
      portion of a Participant’s Account that is a Pre-Grant Stock Deferral Election
      or a Performance-Based Stock Deferral Election, the Participant shall be
      permitted to change his or her payment schedule election at any time by filing
      a
      new Stock Deferral Agreement, provided such election is made in accordance
      with
      the paragraph above, or prior to the time at which the election to defer the
      Restricted Stock must be made pursuant to a Pre-Grant Stock Deferral Election
      (Section 6(c)(ii)(1)) or a Performance-Based Stock Deferral Election (Section
      6(c)(ii)(3)), as applicable.

     

    Section
      7.
Deferred
      Stock.

     

    
      	
            	(a)	
              Grant
                and
                Exercise. Deferred Stock may be awarded either alone or in addition
                to or
                in tandem with other awards granted under the Plan. The Board or
                the
                Committee, as the case may be, shall determine the eligible persons
                to
                whom and the time or times at which Deferred Stock shall be awarded,
                the
                number of shares of Deferred Stock to be awarded to any person, the
                duration of the period (the "Deferral Period") during which, and
                the
                conditions under which, receipt of the Deferred Stock will be deferred,
                and all the other terms and conditions of the awards. The Board or
                the
                Committee, as the case may be, may condition the grant of the Deferred
                Stock upon the attainment of such factors or criteria as the Board
                or the
                Committee, as the case may be, shall
                determine.

            


    

     

    
      	
            	(b)	
              Terms
                and
                Conditions. Each Deferred Stock award shall be subject to the following
                terms and conditions:

            


    

     

    
      	 	
              (i)

            	
              Subject
                to
                the provisions of the Plan and Deferred Stock agreement referred
                to in
                Section 7(b)(viii) below, Deferred Stock awards may not be sold,
                assigned,
                transferred, pledged or otherwise encumbered during the Deferral
                Period.
                At the expiration of the Deferral Period (or the Additional Deferral
                Period referred to in Section 7(b)(vii) below, where applicable),
                share
                certificates shall be delivered to the Participant, or his legal
                representative, in a number equal to the shares of Stock covered
                by the
                Deferred Stock award.

            


    

     

    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (ii)

            	
              As
                determined
                by the Board or the Committee, as the case may be, at the time of
                award,
                amounts equal to any dividends declared during the Deferral Period
                (or the
                Additional Deferral Period referred to in Section 7(b)(vi) below,
                where
                applicable) with respect to the number of shares covered by a Deferred
                Stock award may be paid to the Participant currently or deferred
                and
                deemed to be reinvested in additional Deferred
                Stock.

            


    

     

    
      	 	
              (iii)

            	
              Subject
                to
                the provisions of the Deferred Stock agreement referred to in Section
                7(b)(viii) below and this Section 7 and Section 13(g) below, upon
                termination of a Participant's employment with the Company or any
                Parent
                or Subsidiary for any reason during the Deferral Period (or the Additional
                Deferral Period referred to in Section 7(b)(vii) below, where applicable)
                for a given award, the Deferred Stock in question will vest or be
                forfeited in accordance with the terms and conditions established
                by the
                Board or the Committee, as the case may be, at the time of
                grant.

            


    

     

    
      	 	
              (iv)

            	
              The
                Board or
                the Committee, as the case may be, may, after grant, accelerate the
                vesting of all or any part of any Deferred Stock
                award.

            


    

     

    
      	
            	(v)	
              In
                the event
                of an Unforeseen Emergency of a Participant whose employment with
                the
                Company or any Parent or Subsidiary is involuntarily terminated (other
                than for Cause), the Board or the Committee, as the case may be,
                may, at
                the request of the Participant, waive in whole or in part any or
                all of
                the remaining deferral limitations imposed hereunder or pursuant
                to the
                Deferred Stock agreement referred to in Section 7(b)(viii) below
                with
                respect to any or all of the Participant's Deferred
                Stock.

            


    

     

    
      	
            	(vi)	
              In
                the event
                of the Participant's Retirement, Disability or death, or in cases
                of an
                Unforeseen Emergency, the Board or the Committee, as the case may
                be,
                shall waive in whole or in part any or all of the limitations imposed
                hereunder (if any) with respect to any or all of a Deferred Stock
                award.

            


    

     

    
      	
            	(vii)	
              In
                the event
                of the Participant's Retirement, Disability, death, or a 409A Change,
                or
                in cases of an Unforeseen Emergency, the Board or the Committee,
                as the
                case may be, shall waive the limitations imposed hereunder (if any)
                with
                respect to a 409A Deferred Stock
                Award.

            


    

     

    
      	 	
              (viii)

            	
              A
                Participant
                and/or the Board or the Committee, as the case may be, may elect
                to defer
                the receipt of an award (or an installment of an award) for an additional
                specified period or until a specified period or until a specified
                event
                (the "Additional Deferral Period"); provided however, that (i) such
                subsequent election may not take effect until at least twelve (12)
                months
                after the date on which it is made, (ii) if such subsequent election
                relates to a payment not made on account of the Participant’s death,
                disability or Unforeseen Emergency, the payment with respect to which
                such
                election is made must be deferred for a period of not less than five
                (5)
                years from the date such payment would otherwise have been made,
                and (iii)
                any subsequent election related to a payment described in Code Section
                409A(2)(A)(iv) may not be made less than twelve (12) months prior
                to the
                date of the first scheduled
                payment.

            


    

     

    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    

     

    
      	
            	(ix)	
              Each
                Deferred
                Stock award shall be confirmed by, and shall be subject to the terms
                of,
                an agreement executed by the Company and the
                Participant.

            


    

     

    Section
      8.
Stock
      Appreciation
      Rights

     

    The
      Board or the
      Committee, as the case may be, is authorized to grant Stock Appreciation Rights
      and shall, in its sole discretion, determine such the eligible persons, who
      will
      receive Stock Appreciation Rights and the number of shares of Common Stock
      with
      respect to each Stock Appreciation Right. A “Stock Appreciation Right” shall
      mean a right to receive a payment in cash, Common Stock or a combination
      thereof, in an amount equal to the excess of (x) the Fair Market Value, or
      other
      specified valuation, of a specified number of shares of Common Stock on the
      date
      the Stock Appreciation Right is exercised over (y) the Fair Market Value, or
      other specified valuation (which shall be no less than the Fair Market Value),
      of such shares of Common Stock on the date the Stock Appreciation Right is
      granted, all as determined by the Committee. Each Stock Appreciation Right
      shall
      be subject to such terms and conditions consistent with the Plan as shall be
      determined by the Committee and as set forth in the Award agreement. At the
      time
      of grant of a Stock Appreciation Right, the Board or the Committee, as the
      case
      may be, may impose such restrictions on or conditions to the exercisability
      of
      the Stock Appreciation Right as it, in its absolute discretion, deems
      appropriate, including, but not limited to, achievement of performance goals
      based on one or more business criteria. The term of a Stock Appreciation Right
      shall not exceed ten years from the date of grant.

     

    Section
      9.
Other
      Stock-Based
      Awards.

     

    
      	
            	(a)	
              Grant
                and
                Exercise. Other Stock-Based Awards, which may include performance
                shares
                and shares valued by reference to the performance of the Company
                or any
                Parent or Subsidiary, may be granted either alone or in addition
                to or in
                tandem with Stock Options, Restricted Stock or Deferred Stock. The
                Board
                or the Committee, as the case may be, shall determine the eligible
                persons
                to whom, and the time or times at which, such awards shall be made,
                the
                number of shares of Stock to be awarded pursuant to such awards,
                and all
                other terms and conditions of the awards. The Board or the Committee,
                as
                the case may be, may also provide for the grant of Stock under such
                awards
                upon the completion of a specified performance
                period.

            


    

     

    
      	
            	(b)	
              Terms
                and
                Conditions. Each Other Stock-Based Award shall be subject to the
                following
                terms and conditions:

            


    

     

    
      	
            	(i)	
              Shares
                of
                Stock subject to an Other Stock-Based Award may not be sold, assigned,
                transferred, pledged or otherwise encumbered prior to the date on
                which
                the shares are issued, or, if later, the date on which any applicable
                restriction or period of deferral
                lapses.

            


    

     

    
      	
            	(ii)	
              The
                recipient
                of an Other Stock-Based Award shall be entitled to receive, currently
                or
                on a deferred basis, dividends or dividend equivalents with respect
                to the
                number of shares covered by the award, as determined by the Board
                or the
                Committee, as the case may be, at the time of the award. The Board
                or the
                Committee, as the case may be, may provide that such amounts (if
                any)
                shall be deemed to have been reinvested in additional
                Stock.

            


    

     

    
      
        
        

      

      
        16

        
          

        

      

      
        
        

      

    

     

    
      	
            	(iii)	
              Any
                Other
                Stock-Based Award and any Stock covered by any Other Stock-Based
                Award
                shall vest or be forfeited to the extent so provided in the award
                agreement referred to in Section 8(b)(v) below, as determined by
                the Board
                or the Committee, as the case may
                be.

            


    

     

    
      	
            	(iv)	
              In
                the event
                of the Participant's Retirement, Disability or death, or in cases
                of an
                Unforeseen Emergency, the Board or the Committee, as the case may
                be,
                shall waive in whole or in part any or all of the limitations imposed
                hereunder (if any) with respect to any or all of an Other Stock-Based
                Award.

            


    

     

    
      	
            	(v)	
              Each
                Other
                Stock-Based Award shall be confirmed by, and shall be subject to
                the terms
                of, an agreement executed by the Company and by the
                Participant.

            


    

     

    Section
      10.
Performance-Based
      Awards

     

    
      	
            	(a)	
              In
                General.
                All Options and Stock Appreciation Rights and certain Restricted
                Stock
                awards, Deferred Stock awards, and Other Stock-Based Awards granted
                under
                the Plan, and the compensation attributable to such awards, are intended
                to (i) qualify as Performance-Based Awards (as defined in the next
                sentence) or (ii) be otherwise exempt from the deduction limitation
                imposed by Section 162(m) of the Code. Certain Awards granted under
                the
                Plan may be granted in a manner such that Awards qualify as
                “performance-based compensation” (as such term is used in Section 162(m)
                of the Code and the regulations thereunder) and thus be exempt from
                the
                deduction limitation imposed by Section 162(m) of the Code
                (“Performance-Based Awards”). Awards may only qualify as Performance-Based
                Awards if they are granted by the Committee at a time when the Committee
                is comprised solely of two or more “outside directors” (as such term is
                used in Section 162(m) of the Code and the regulations thereunder)
                (“Qualifying Committee”).

            


    

     

     

    
      
        
        

      

      
        17

        
          

        

      

      
        
        

      

       

    

    
      	
            	
              (b)

            	
              Options
                and
                Stock Appreciation Rights. Stock Options and Stock Appreciation Rights
                granted under the Plan with an exercise price at or above the Fair
                Market
                Value of Common Stock on the date of grant are intended to qualify
                as
                Performance-Based Awards.

            


    

     

    
      	
            	(c)	
              Other
                Performance-Based Awards. Restricted Stock awards, Deferred Stock
                awards,
                and Other Stock-Based Awards granted under the Plan may qualify as
                Performance-Based Awards if, as determined by a Qualifying Committee,
                in
                its discretion, either the granting of such award is subject to the
                achievement of a performance target or targets based on one or more
                of the
                performance measures specified in Section 9(d) below. With respect
                to such
                awards intended to qualify as Performance-Based
                Awards:

            


    

     

    
      
        (1)    the
          Qualifying
          Committee shall establish in writing (x) the objective performance-based
          goals
          applicable to a given period and (y) the individual employees or class
          of
          employees to which such performance-based goals apply no later than 90
          days
          after the commencement of such period (but in no event after 25 percent
          of such
          period has elapsed);

      

    

     

    
      
        (2)    no
          Performance-Based Awards shall be payable to or vest with respect to, as
          the
          case may be, any Participant for a given period until the Qualifying Committee
          certifies in writing that the objective performance goals (and any other
          material terms) applicable to such period have been satisfied;
          and

      

    

     

    
      
        (3)    after
          the
          establishment of a performance goal, the Qualifying Committee shall not
          revise
          such performance goal or increase the amount of compensation payable thereunder
          (as determined in accordance with Section 162(m) of the Code) upon the
          attainment of such performance goal.

      

    

     

    
      	
            	(d)	
              Performance
                Measures. The Qualifying Committee may use the following performance
                measures (either individually or in any combination) to set performance
                targets with respect to awards intended to qualify as Performance-Based
                Awards: revenue; pretax income before allocation of corporate overhead
                and
                bonus; budget; earnings per share; net income; division, group or
                corporate financial goals; return on stockholders’ equity; return on
                assets; return on net assets; return on investment capital; gross
                margin
                return on investment; gross margin dollars or percent; payroll as
                a
                percentage of revenues; inventory shrink; employee turnover; sales,
                general and administrative expense; attainment of strategic and
                operational initiatives; appreciation in and/or maintenance of the
                price
                of Common Stock or any other publicly-traded securities of the Company,
                if
                any; market share; gross profits; earnings before interest and taxes;
                earnings before interest, taxes, depreciation and amortization; economic
                value-added models; comparisons with various stock market indices;
                achievement of technological or product development milestones; and/or
                reductions in costs. The foregoing criteria shall have any reasonable
                definitions that the Qualifying Committee may specify, which may
                include
                or exclude any or all of the following items as the Qualifying Committee
                may specify: extraordinary, unusual or non-recurring items; effects
                of
                accounting changes; effects of financing activities; expenses for
                restructuring or productivity initiatives; other non-operating items;
                spending for acquisitions; effects of divestitures; and effects of
                litigation activities and settlements. Any such performance criterion
                or
                combination of such criteria may apply to the Participant’s award
                opportunity in its entirety or to any designated portion or portions
                of
                the award opportunity, as the Qualifying Committee may
                specify.

            


    

     

    
      
        
        

      

      
        18

        
          

        

      

      
        
        

      

    

     

    Section
      11.
Change
      of Control
      Provisions.

     

    
      	
            	(a)	
              A "Change
                of Control" shall be deemed to have occurred on the tenth day
                after:

            


    

     

    
      	
            	(i)	
              any
                individual, corporation or other entity or group (as defined in Section
                13(d)(3) of the Exchange Act), becomes, directly or indirectly, the
                beneficial owner (as defined in the General Rules and Regulations
                of the
                Securities and Exchange Commission with respect to Sections 13(d)
                and
                13(g) of the Exchange Act) of more than 50% of the then outstanding
                shares
                of the Company's capital stock entitled to vote generally in the
                election
                of directors of the Company; or 

            


    

     

    
      	
            	(ii)	
              the
                commencement of, or the first public announcement of the intention
                of any
                individual, firm, corporation or other entity or of any group (as
                defined
                in Section 13(d)(3) of the Exchange Act) to commence, a tender or
                exchange
                offer subject to Section 14(d)(1) of the Exchange Act for any class
                of the
                Company's capital stock; or

            


    

     

    
      	
            	(iii)	
              the
                stockholders of the Company approve (A) a definitive agreement for
                the
                merger or other business combination of the Company with or into
                another
                corporation pursuant to which the stockholders of the Company do
                not own,
                immediately after the transaction, more than 50% of the voting power
                of
                the corporation that survives, or (B) a definitive agreement for
                the sale,
                exchange or other disposition of all or substantially all of the
                assets of
                the Company, or (C) any plan or proposal for the liquidation or
                dissolution of the Company; provided, however, that a "Change of
                Control"
                shall not be deemed to have taken place if beneficial ownership is
                acquired (A) directly from the Company, other than an acquisition
                by
                virtue of the exercise or conversion of another security unless the
                security so converted or exercised was itself acquired directly from
                the
                Company, or (B) by, or a tender or exchange offer is commenced or
                announced by, the Company, any profit-sharing, employee ownership
                or other
                employee benefit plan of the Company; or any trustee of or fiduciary
                with
                respect to any such plan when acting in such
                capacity.

            


    

     

    
      	
            	(b)	
              In
                the event
                of a "Change of Control" as defined in Section 10(a) above, awards
                granted
                under the Plan will be subject to the following provisions, unless
                the
                provisions of this Section 11 are suspended or terminated by an
                affirmative vote of a majority of the Board prior to the occurrence
                of
                such a "Change of Control":

            


    

     

    
      	
            	(i)	
              all
                outstanding Stock Options and Stock Appreciation Rights which have
                been
                outstanding for at least one year shall become exercisable in full,
                whether or not otherwise exercisable at such time, and any such Stock
                Option and Stock Appreciation Rights shall remain exercisable in
                full
                thereafter until it expires pursuant to its terms;
                and

            


    

     

    
      
        
        

      

      
        19

        
          

        

      

      
        
        

      

    

     

    
      	
            	(ii)	
              all
                restrictions and deferral limitations contained in Restricted Stock
                awards, Deferred Stock awards and Other Stock-Based Awards granted
                under
                the Plan shall lapse and the shares of stock subject to such awards
                shall
                be distributed to the Participant. Notwithstanding the foregoing
                to the
                contrary, all restrictions and deferral limitations with respect
                to a 409A
                Deferred Stock Award or with respect to a Participant’s Deferred
                Restricted Stock Account shall not lapse under this Section 10(b)
                unless
                the “Change of Control” qualifies as a 409A
                Change.

            


    

     

    Section
      12.
      Amendments and
      Termination.

    


    The
      Board may at
      any time, and from time to time, amend any of the provisions of the Plan, and
      may at any time suspend or terminate the Plan; provided, however, that no such
      amendment shall be effective unless and until it has been duly approved by
      the
      holders of the outstanding shares of Stock if the failure to obtain such
      approval would adversely affect the compliance of the Plan with the requirements
      of Rule 16b-3 or any other applicable law, rule or regulation. The Board or
      the
      Committee, as the case may be, may amend the terms of any Stock Option or other
      award theretofore granted under the Plan; provided, however, that subject to
      Section 3 above, no such amendment may be made by the Board or the Committee,
      as
      the case may be, which in any material respect impairs the rights of the
      optionee or Participant without the optionee's or Participant's consent, except
      for such amendments which are made to cause the Plan to qualify for the
      exemption provided by Rule 16b-3. Moreover, no Stock Option previously granted
      under the Plan may be amended to reduce the exercise price of the Stock
      Option.

     

    
      
        
        

      

      
        20

        
          

        

      

      
        
        

      

    

     

    Section
      13.
Unfunded
      Status of
      Plan.

     

    The
      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
      optionee by the Company, nothing contained herein shall give any such
      Participant or optionee any rights that are greater than those of a creditor
      of
      the Company.

     

    Section
      14.
General
      Provisions.

     

    
      	
            	(a)	
              The
                Board or
                the Committee, as the case may be, may require each person acquiring
                shares of Stock pursuant to an Option, Stock Appreciation Rights,
                or other
                award under the Plan to represent to and agree with the Company in
                writing, among other things, that the optionee or Participant is
                acquiring
                the shares for investment without a view to distribution
                thereof.

            


    

     

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

     

    
      	
            	(b)	
              Nothing
                contained in the Plan shall prevent the Board from adopting such
                other or
                additional incentive arrangements as it may deem desirable, including,
                but
                not limited to, the granting of stock options and the awarding of
                stock
                and cash otherwise than under the Plan; and such arrangements may
                be
                either generally applicable or applicable only in specific
                cases.

            


    

     

    
      	
            	(c)	
              Nothing
                contained in the Plan or in any award hereunder shall be deemed to
                confer
                upon any employee of the Company or any Parent or Subsidiary any
                right to
                continued employment with the Company or any Parent or Subsidiary,
                nor
                shall it interfere in any way with the right of the Company or any
                Parent
                or Subsidiary to terminate the employment of any of its employees
                at any
                time.

            


    

     

    
      	
            	(d)	
              No
                later than
                the date as of which an amount first becomes includable in the gross
                income of the Participant for Federal income tax purposes with respect
                to
                any Option, Stock Appreciation Right or other award under the Plan,
                the
                Participant shall pay to the Company, or make arrangements satisfactory
                to
                the Board or the Committee, as the case may be, regarding the payment
                of,
                any Federal, state and local taxes of any kind required by law to
                be
                withheld or paid with respect to such amount. If permitted by the
                Board or
                the Committee, as the case may be, tax withholding or payment obligations
                may be settled with Stock, including Stock that is part of the award
                that
                gives rise to the withholding requirement. The obligations of the
                Company
                under the Plan shall be conditional upon such payment or arrangements,
                and
                the Company or the Participant's employer (if not the Company) shall,
                to
                the extent permitted by law, have the right to deduct any such taxes
                from
                any payment of any kind otherwise due to the Participant from the
                Company
                or any Parent or Subsidiary.

            


    

     

    
      
        
        

      

      
        21

        
          

        

      

      
        
        

      

    

     

    
      	
            	(e)	
              The
                Plan and
                all awards made and actions taken thereunder shall be governed by
                and
                construed in accordance with the laws of the State of Delaware (without
                regard to choice of law
                provisions).

            


    

     

    
      	
            	(f)	
              Any
                Stock
                Option or Stock Appreciation Right granted or other award made under
                the
                Plan shall not be deemed compensation for purposes of computing benefits
                under any retirement plan of the Company or any Parent or Subsidiary
                and
                shall not affect any benefits under any other benefit plan now or
                subsequently in effect under which the availability or amount of
                benefits
                is related to the level of compensation (unless required by specific
                reference in any such other plan to awards under the
                Plan).

            


    

     

    
      	
            	(g)	
              leave
                of
                absence, unless otherwise determined by the Board or the Committee,
                as the
                case may be, prior to the commencement thereof, shall not be considered
                a
                termination of employment. Any Stock Option or Stock Appreciation
                Right
                granted or awards made under the Plan shall not be affected by any
                change
                of employment, so long as the holder continues to be an employee
                of the
                Company or any Parent or
                Subsidiary.

            


    

     

    
      	
            	(h)	
              Except
                as
                otherwise expressly provided in the Plan or in any Stock Option agreement,
                Stock Appreciation Right, Restricted Stock agreement, Deferred Stock
                agreement or any Other Stock-Based Award agreement, no right or benefit
                under the Plan may be alienated, sold, assigned, hypothecated, pledged,
                exchanged, transferred, encumbranced or charged, and any attempt
                to
                alienate, sell, assign, hypothecate, pledge, exchange, transfer,
                encumber
                or charge the same shall be void. No right or benefit hereunder shall
                in
                any manner be subject to the debts, contracts or liabilities of the
                person
                entitled to such benefit.

            


    

     

    
      	
            	(i)	
              The
                obligations of the Company with respect to all Stock Options, Stock
                Appreciation Right and awards under the Plan shall be subject to
                (A) all
                applicable laws, rules and regulations, and such approvals by any
                governmental agencies as may be required, including, without limitation,
                the effectiveness of a registration statement under the Securities
                Act,
                and (B) the rules and regulations of any securities exchange or
                association on which the Stock may be listed or
                traded.

            


    

     

    
      	
            	(j)	
              If
                any of the
                terms or provisions of the Plan conflicts with the requirements of
                Rule
                16b-3 as in effect from time to time, or with the requirements of
                any
                other applicable law, rule or regulation, and with respect to Incentive
                Stock Options, Section 422 of the Code, then such terms or provisions
                shall be deemed inoperative to the extent they so conflict with the
                requirements of said Rule 16b-3, and with respect to Incentive Stock
                Options, Section 422 of the Code. With respect to Incentive Stock
                Options,
                if the Plan does not contain any provision required to be included
                herein
                under Section 422 of the Code, such provision shall be deemed to
                be
                incorporated herein with the same force and effect as if such provision
                had been set out at length herein.

            


    

     

    
      
        
        

      

      
        22

        
          

        

      

      
        
        

      

    

     

    
      	
            	(k)	
              The
                Board or
                the Committee, as the case may be, may terminate any Stock Option
                or other
                award made under the Plan if a written agreement relating thereto
                is not
                executed and returned to the Company within 30 days after such agreement
                has been delivered to the optionee or Participant for his or her
                execution.

            


    

     

    
      	
            	(l)	
              The
                grant of
                awards pursuant to the Plan shall not in any way effect the right
                or power
                of the Company to make reclassifications, reorganizations or other
                changes
                of or to its capital or business structure or to merge, consolidate,
                liquidate, sell or otherwise dispose of all or any part of its business
                or
                assets.

            


    

     

    
      	
            	(m)	
              Notwithstanding
                anything in this Plan to the contrary, if the Participant is a Specified
                Employee and payment of his/her Deferred Restricted Stock Account
                or
                Deferred Stock is being made on account of his/her separation from
                service, such payment shall be made not earlier than the sixth month
                anniversary of such Specified Employee’s separation from
                service.

            


    

     

    Section
      15.
      Effective Date of
      Plan.

     

    The
      Plan shall be
      effective as of the date of the approval and adoption thereof at a meeting
      of
      the stockholders of the Company.

     

    Section
      16.
Term
      of
      Plan.

     

    No
      Stock Option,
      Restricted Stock award, Deferred Stock award, Stock Appreciation Right or Other
      Stock-Based Award shall be granted pursuant to the Plan after the tenth
      anniversary of the effective date of the Plan, but awards granted on or prior
      to
      such tenth anniversary may extend beyond that date.

    


    
      
        
        

      

      
        23