**VENTIV
HEALTH, INC.**
 **1999
STOCK INCENTIVE PLAN**
 (As
amended June 16, 2004)
 
 **1.
Purposes.**
 
 The
purposes of the Ventiv Health, Inc. 1999 Stock Incentive Plan are to promote the
long-term growth of Ventiv Health, Inc. and its subsidiaries by rewarding key
management employees, consultants and directors of Ventiv Health, Inc. and its
subsidiaries with a proprietary interest in Ventiv Health, Inc. for outstanding
long-term performance and to attract, motivate and retain highly qualified and
capable employees, consultants and directors.
 
 **2.
Definitions.**
 
 Unless
the context clearly indicates otherwise, the following terms shall have the
following meanings:
 
 2.1
“Award” means an award granted to a Participant under the Plan in the form of an
Option, Restricted Stock, Restricted Units, a Stock Appreciation Right, or any
combination of the foregoing.
 
 2.2
“Board” means the Board of Directors of the Corporation.
 
 2.3
“Code” means the Internal Revenue Code of 1986, as amended, or any successor
law.
 
 2.4
“Commission” means the Securities and Exchange Commission or any successor
agency.
 
 2.5
“Compensation Committee” shall mean the Compensation Committee of the Board,
which Committee shall consist of at least two (2) members of the Board, each of
whom qualifies as both an “outside director” (within the meaning of Section
162(m)(4) of the Code) and a “non-employee director” (within the meaning of Rule
16b-3(b)(3) issued under the Securities Exchange Act of 1934).
 
 2.6
“Consultant” means any person performing consulting or advisory services for the
Corporation or any Subsidiary, with or without compensation, including a person
or entity providing services pursuant to a management services agreement with
the Corporation, to whom the Compensation Committee chooses to grant an Option,
Restricted Stock or Stock Appreciation Right in accordance with the Plan,
provided that bona fide services must be rendered by such person and such
services are not rendered in connection with the sale of securities in a capital
raising transaction.
 
 2.7
“Corporation” means Ventiv Health, Inc., a Delaware corporation, or any
successor thereto.
 
 2.8
“Director” means for purposes of the grant of Awards under the Plan, a member of
the Board of Directors of the Corporation or a Subsidiary.
 
 2.9
“Disability” means total disability as defined in Section 22(e)(3) of the Code.
 
 2.10
“Exchange Act” means the Securities Exchange Act of 1934, as amended.
 
 2.11
“Fair Market Value” means, on any given date, the current fair market value of
shares as determined below:
 
 (a) If
the Shares are listed upon an established stock exchange or exchanges, “Fair
Market Value” means the closing price of such Shares on the New York Stock
Exchange, or if the Shares are not traded on the New York Stock Exchange, the
exchange that trades the largest volume of Shares on the date of the Award.
 
 (b) If
the Shares are traded on the Nasdaq National Market, “Fair Market Value” means
the closing price of such Shares reported on the Nasdaq National Market on the
date of the Award, provided that if there should be no sales of such Shares
reported on such date, the Fair Market Value of such Share on such date shall be
deemed equal to the closing price as reported by the Nasdaq National Market for
the last preceding date on which sales of such Shares were reported.
 
 (c) In
all other cases, “Fair Market Value” shall be determined by the Compensation
Committee using any reasonable method in good faith, provided that, with respect
to the initial public offering of Shares by the Corporation, “Fair Market Value”
means the initial offering price to the public of such Shares.
 
 2.12
“Option” means an option awarded under Section 7 to purchase Shares.
 
 2.13
“Option Exercise Period” means the period from the Option Grant Date to the date
on which an Option expires.
 
 2.14
“Option Grant Date” means the date upon which the Compensation Committee grants
an Option to an Optionee.
 
 2.15
“Optionee” means an employee, Director or Consultant of the Corporation or any
Subsidiary to whom an Option has been granted.
 
 2.16
“Participant” means an employee, Director or Consultant of the Corporation or
any Subsidiary to whom an Award has been granted which has not terminated,
expired or been fully exercised.
 
 2.17
“Plan” means this Ventiv Health, Inc. 1999 Stock Incentive Plan, as it may be
amended and restated from time to time.
 
 2.18
“Restricted Period” means the period of time, which may be a single period or
multiple periods, during which Restricted Stock or Restricted Units awarded to a
Participant remains subject to the Restrictions imposed on such Shares or
Restricted Units, as determined by the Compensation Committee.
 
 2.19
“Restricted Stock” means an award of Shares on which are imposed Restricted
Periods and Restrictions which subject the Shares to a “substantial risk of
forfeiture” as defined in Section 83 of the Code.
 
 2.20
“Restricted Stock Agreement” means a written agreement between a Participant and
the Corporation evidencing an award of Restricted Stock.
 
 2.21
“Restricted Stock Award Date” means the date on which the Compensation Committee
awards Restricted Shares to the Participant.
 
 2.22
“Restricted Units” means units awarded pursuant to Section 9 that entitle a
Participant to receive, in the future, either a Share or the Fair Market Value
thereof.
 
 2.23
“Restricted Unit Agreement” means a written agreement between a Participant and
the Corporation evidencing an award of Restricted Units.
 
 2.24
“Restrictions” means the restrictions and conditions imposed on Restricted Stock
or Restricted Units awarded to a Participant, as determined by the Compensation
Committee, which must be satisfied in order for the Restricted Stock or
Restricted Units award to vest, in whole or in part, in the Participant.
 
 2.25
“Shares” means shares of Ventiv Stock.
 
 2.26
“Stock Appreciation Right” means a right to receive the spread or difference
between the Fair Market Value of Shares subject to an Option and the
corresponding Option exercise price, either in stock or in cash, or in a
combination thereof.
 
 2.27
“Stock Appreciation Rights Agreement” means a written agreement between a
Participant and the Corporation evidencing an award of Stock Appreciation
Rights.
 
 2.28
“Stock Option Agreement” means a written agreement between a Participant and the
Corporation evidencing an award of an Option.
 
 2.29
“Subsidiary” means any domestic or foreign corporation or entity of which the
Corporation owns, directly or indirectly, at least 50% of the total combined
voting power of such corporation or other entity.
 
 2.30
“Ventiv Stock” means shares of common stock, par value $0.001 per share, of the
Corporation.
 
 2.31
“Voting Stock” means all capital stock of the Corporation which by its terms is
entitled under ordinary circumstances to vote in the election of directors.
 
 **3.
Administration of the Plan.**
 
 3.1
Administrator of Plan. The Plan shall be administered by the Compensation
Committee of the Board.
 
 3.2
Authority of Compensation Committee. The Compensation Committee shall have full
power and authority to:
 
 (i)
designate the Participants to whom Options, Restricted Stock, Restricted Units,
or Stock Appreciation Rights may be awarded from time to time;
 
 (ii)
determine the type of Award to be granted to each Participant under the Plan and
the number and class of Shares subject thereto;
 
 (iii)
determine the duration of the Restricted Period and the Restrictions to be
imposed with respect to each Award;
 
 (iv)
interpret and construe the Plan and adopt such rules and regulations as it shall
deem necessary and advisable to implement and administer the Plan;
 
 (v)
approve the form and terms and conditions of the Restricted Stock Agreement,
Restricted Unit Agreement, Stock Option Agreement, or Stock Appreciation Rights
Agreement, as the case may be, between the Corporation and the Participant; and
 
 (vi)
designate persons other than members of the Compensation Committee to grant
Awards consisting of Options and Stock Appreciation Rights, to persons below the
rank of Senior Vice President.
 
 The
foregoing determinations shall be made in accordance with the Compensation
Committee’s best business judgment as to the best interests of the Corporation
and its stockholders and in accordance with the purposes of the Plan.
 
 3.3
Determinations of Compensation Committee. A majority of the Compensation
Committee shall constitute a quorum at any meeting of the Compensation
Committee, and all determinations of the Compensation Committee shall be made by
a majority of its members. Any action which the Compensation Committee shall
take through a written instrument signed by all of its members shall be as
effective as though it had been taken at a meeting duly called and held. The
Compensation Committee shall report all actions taken by it to the Board.
 
 3.4
Delegation. The Compensation Committee may delegate such non- discretionary
administrative duties under the Plan to one or more agents as it shall deem
necessary and advisable.
 
 3.5
Effect of Compensation Committee Determinations. No members of the Compensation
Committee or the Board shall be personally liable for any action or
determination made in good faith with respect to the Plan, any Award or any
settlement of any dispute between a Participant and the Corporation. Any
decision made or action taken by the Compensation Committee or the Board with
respect to an Award or the administration or interpretation of the Plan shall be
conclusive and binding upon all persons.
 
 **4.
Awards Under the Plan.**
 
 Awards to
a Participant under the Plan may be in the form of an Option, Restricted Stock,
Restricted Units, Stock Appreciation Right, or a combination thereof, at the
discretion of the Compensation Committee.
 
 **5.
Eligibility**
 
 The
Participants in the Plan shall be the officers, key employees, Directors and
Consultants of the Corporation and its Subsidiaries designated by the
Compensation Committee. A Participant who has been granted an Award under the
Plan may be granted additional Awards under the Plan under such circumstances,
and at such times, as the Compensation Committee may determine.
 
 **6.
Shares Subject to Plan.**
 
 Subject
to adjustment as provided in Section 16 hereof, the aggregate number of Shares
which may be issued upon the exercise of Options or Stock Appreciation Rights
and the award of Restricted Stock under the Plan shall not exceed 7,200,000
shares of Ventiv Stock. Subject to adjustment as provided in Section 16 hereof,
the aggregate number of Shares which may be issued upon the exercise of Options
or Stock Appreciation Rights and the Awards of Restricted Stock or Restricted
Units under this Plan to any one Participant during any calendar year shall not
exceed 1,000,000 Shares of Ventiv Stock. If all or any portion of any
outstanding Award under the Plan for any reason expires or is terminated, the
Shares allocable to the unexercised or forfeited portion of such Award may again
be subject to an Award under the Plan. The preceding sentence shall apply only
for purposes of determining the aggregate number of Shares of Ventiv Stock which
may be issued upon the exercise of Options or Stock Appreciate Rights and the
Award of Restricted Stock and Restricted Units but shall not apply for purposes
of determining the aggregate number of Shares which may be issued upon the
exercise of Options or Stock Appreciation Rights and the Award of Restricted
Stock or Restricted Units under this Plan to any one Participant during any
calendar year.
 
 **7.
Options.**
 
 7.1 Terms
of Options.    Options granted under the Plan shall be
subject to the following terms and conditions:
 
 (a)
Option Price.    The option price per Share under each
Option (the “Option Price”) may not be less than 100% of the Fair Market Value
of a Share on the Option Grant Date. In no event shall the Option Price be less
than the par value of such Share on the Option Grant Date.
 
 (b)
Vesting of Options.    Except as provided in this Section
7.1 hereof, Options shall vest in accordance with the terms provided by the
Compensation Committee in the Stock Option Agreement. The Compensation Committee
may accelerate the vesting of any Option in its discretion.
 
 (c)
Exercise of Options.    Each Option shall be exercisable on
the dates and for the number of Shares as shall be provided in the related Stock
Option Agreement, provided that (i) unless provided otherwise in the Stock
Option Agreement, an Option shall not be exercisable earlier than six (6) months
after the Option Grant Date, and (ii) in no event shall the Option Exercise
Period exceed ten (10) years from the Option Grant Date.
 
 Options
may be exercised (in full or in part) only by written notice delivered to the
Corporation at its principal executive office, accompanied by payment of the
Option Price for the Shares as to which such Option is exercised. The Option
Price of each Share as to which an Option is exercised shall be paid in full at
the time of exercise (i) in cash, (ii) with Shares owned by the Participant,
(iii) by delivery to the Corporation of (x) irrevocable instructions to deliver
directly to a broker the stock certificates representing the Shares for which
the Option is being exercised, and (y) irrevocable instructions to such broker
to sell such Shares and promptly deliver to the Corporation the portion of the
proceeds equal to the Option Price and any amount necessary to satisfy the
Corporation’s obligation for withholding taxes, or (iv) any combination thereof.
For purposes of making payment in Shares, such Shares shall be valued at their
Fair Market Value on the date of exercise of the Option and shall have been held
by the Participant for at least six (6) months.
 
 (d)
Termination of Employment or Service of Optionee.    The
Compensation Committee shall have authority to determine the circumstances under
which an Option will vest upon termination of the employment or service of the
Optionee for any reason. Unless otherwise determined by the Compensation
Committee, the Compensation Committee shall provide that vesting of the Option
shall cease on the date of termination of employment or service and the Option
shall terminate on the date which is three (3) months after the date on which
the Optionee terminates employment or service. In the event an Optionee
terminates employment or service by reason of the Optionee’s death or
Disability, the Option shall terminate one (1) year after the date on which the
Optionee terminates employment or service as a result of death or Disability. In
any event, each Option shall terminate no later than ten (10) years after the
Option Grant Date. Such provisions shall be contained in the Stock Option
Agreement given to each Optionee.
 
 (e)
Rights as a Stockholder.    An Optionee or a transferee of
an Option shall have no rights as a stockholder with respect to any Shares
covered by any Option until the date of the issuance of a stock certificate to
such person evidencing such Shares. No adjustment shall be made for dividends
(ordinary or extraordinary, whether in cash, securities or other property) or
distributions or other rights for which the record date is prior to the date
such stock certificate is issued, except as provided in Section 16 hereof.
 
 (f)
Investment Purpose.    The Corporation shall not be
obligated to sell or issue any Shares pursuant to any Option unless the Shares
with respect to which the Option is being exercised are at that time registered
or exempt from registration under the Securities Act of 1933, as amended.
 
 (g)
Assumption of Options.    The Corporation may issue or
assume under the Plan any stock option previously granted by the Corporation or
in connection with any transaction or transactions upon such terms and
conditions and, in the case of any option so assumed, with such modifications or
adjustments therein, as shall be determined by the Compensation Committee. Any
such option so issued or assumed shall be deemed to be an Option granted under
this Plan, notwithstanding that any provision of this Plan would not, except for
this Section 7, permit the grant of an option having the terms and conditions,
including the option price, of such option as so issued or assumed.
 
 (h)
Forfeiture of Options for Misconduct.    If the Compensation
Committee determines an Optionee has committed an act of embezzlement, fraud,
dishonesty, nonpayment of any obligation owed to the Corporation, breach of
fiduciary duty or deliberate disregard of Corporation policy resulting in loss,
damage, or injury to the Corporation, or if an Optionee makes any unauthorized
disclosure of any trade secret or confidential information, breaches any written
agreement with the Corporation, engages in any conduct constituting unfair
competition, induces any customer to breach a contract with the Corporation, or
solicits or attempts to solicit any employee of the Corporation to terminate
employment with the Corporation, neither the Optionee nor the Optionee’s estate
shall be entitled to exercise any Option whatsoever. In making such
determination, the Compensation Committee shall act fairly and shall give the
Optionee an opportunity to appear and present evidence on his or her behalf at a
hearing before the Compensation Committee.
 
 (i)
Transferability of Options.    Section 12 hereof to the
contrary notwithstanding, if the Compensation Committee so provides in the Stock
Option Agreement, an Option may be transferred by an Optionee to the Optionee’s
children, grandchildren, spouse, one or more trusts for the benefit of such
family members or a partnership in which such family members are the only
partners; provided, however, that Optionee may not receive any consideration for
the transfer. The holder of an Option transferred pursuant to this section shall
be bound by the same terms and conditions that governed the Option during the
period that it was held by the Participant. In the event of any such transfer,
the Option and any Stock Appreciation Rights that relate to such Option must be
transferred to the same person or persons or entity or entities.
 
 **8.
Restricted Stock.**
 
 8.1 Terms
of Restricted Stock Awards.    Subject to and consistent
with the provisions of the Plan, with respect to each Award of Restricted Stock
to a Participant, the Compensation Committee shall determine:
 
 (a) the
terms and conditions of the Restricted Stock Agreement between the Corporation
and the Participant evidencing the Award;
  (b) the
Restricted Period for all or a portion of the Award;
 
 (c) the
Restrictions applicable to the Award, including, but not limited to, continuous
employment with the Corporation or any of its Subsidiaries for a specified term
or the attainment of specific corporate, divisional or individual performance
standards or goals, which Restricted Period and Restrictions may differ with
respect to each Participant;
 
 (d)
whether the Participant shall receive the dividends and other distributions paid
with respect to an Award of Restricted Stock as declared and paid to the holders
of the Shares during the Restricted Period or shall be withheld by the
Corporation for the account of the Participant until the Restricted Periods have
expired or the Restrictions have been satisfied, and whether interest shall be
paid on such dividends and other distributions withheld, and if so, the rate of
interest to be paid, or whether such dividends may be reinvested in Shares;
 or
  (e) the
percentage of the Award which shall vest in the Participant in the event of such
Participant’s death or Disability prior to the expiration of the Restricted
Period or the satisfaction of the Restrictions applicable to an award of
Restricted Stock.
 
 8.2
Delivery of Shares.    Upon an Award of Restricted Stock to
a Participant, the stock certificate representing the Restricted Stock shall be
issued and transferred to and in the name of the Participant, whereupon the
Participant shall become a stockholder of the Corporation with respect to such
Restricted Stock and shall be entitled to vote the Shares. Such stock
certificate shall be held in custody by the Corporation, together with stock
powers executed by the Participant in favor of the Corporation, until the
Restricted Period expires and the Restrictions imposed on the Restricted Stock
are satisfied.
 
 **9.
Restricted Units.**
 
 9.1 Terms
of Restricted Unit Awards.    Subject to and consistent with
the provisions of the Plan, with respect to each Award of Restricted Units to a
Participant, the Compensation Committee shall determine:
 
 (a) the
terms and conditions of the Restricted Unit Agreement between the Corporation
and the Participant evidencing the Award;
 
 (b) the
Restricted Period for all or a portion of the Award;
 
 (c) the
Restrictions applicable to the Award, including, but not limited to, continuous
employment with the Corporation or any of its Subsidiaries for a specified term
or the attainment of specific corporate, divisional or individual performance
standards or goals, which Restricted Period and Restrictions may differ with
respect to each Participant;
 
 (d)
whether the Participant shall receive the dividends and other distributions paid
with respect to an Award of Restricted Units as declared and paid to the holders
of the Shares during the Restricted Period or whether such dividends shall be
withheld by the Corporation for the account of the Participant until the
Restricted Periods have expired or the Restrictions have been satisfied, and
whether interest shall be paid on such dividends and other distributions
withheld, and if so, the rate of interest to be paid, or whether such dividends
may be reinvested in Shares; or
 
 (e) the
percentage of the Award which shall vest in the Participant in the event of such
Participant’s death or Disability or other termination of employment prior to
the expiration of the Restricted Period or the satisfaction of the Restrictions
applicable to an award of Restricted Stock.
 
 9.2
Payment with Respect to Restricted Units.    On the date
that the Restricted Period expires and the Restrictions imposed on any
Restricted Units are satisfied (the “Vesting Date”), a Participant shall be
entitled to receive, at the option of the Corporation, with respect to each such
Restricted Unit, either (i) a Share or (ii) a cash payment equal to the Fair
Market Value of a Share on such date. Notwithstanding the preceding sentence, a
Participant shall be entitled to elect, no later than one year prior to the
Vesting Date, to defer delivery of the Shares or cash that would otherwise be
payable on the Vesting Date until a date at least one year after the Vesting
Date (the “Deferral Date”). If such election shall be made in accordance with
procedures established by the Committee, the Participant shall receive on the
Deferral Date for each such Restricted Unit (x) either a Share or a cash payment
equal to the Fair Market Value of a Share on the Deferral Date, and (y) a
payment in cash or Shares equal to the amount of any dividends payable with
respect to a Share during the period from the Vesting Date through the Deferral
Date, as set forth in such Participant’s Restricted Unit Agreement.
 
 Unless
otherwise provided in a Participant’s Restricted Unit Agreement, if a
Participant ceases to be an employee, Director or Consultant of the Company and
its Subsidiaries for any reason other than misconduct specified in Section
7.1(h), at any time on or after the Vesting Date but prior to the Deferral Date,
such Participant shall receive payment in respect of such Participant’s
Restricted Units on such accelerated basis as shall be determined by the
Committee.
 
 **10.
Performance-Based Awards of Restricted Stock or Restricted Units.**
 
 Certain
Awards of Restricted Stock granted under the Plan may be granted in a manner
that the Awards qualify for the performance-base compensation exemption of
Section 162(m) of the Code (“Performance-Based Awards”). As determined by the
Compensation Committee in its sole discretion, either the granting or vesting of
such Performance-Based Awards shall be based on achievement of hurdle rates
and/or growth rates in one or more business criteria that apply to the
individual participant or one or more business units or the Corporation as a
whole. The business criteria shall be as follows, individually or in
combination: (i) net earnings; (ii) earnings per share; (iii) net sales growth;
(iv) market share; (v) net operating profit; (vi) expense targets; (vii) working
capital targets relating to accounts receivable; (viii) operating margin; (ix)
return on equity; (x) return on assets; (xi) planning accuracy (as measured by
comparing planned results to actual results); (xii) market price per share; and
(xiii) total return to stockholders. In addition, Performance-Based Awards may
include comparisons to the performance of other companies, such performance to
be measured by one or more of the foregoing business criteria. With respect to
Performance-Based Awards, (i) the Compensation Committee shall establish in
writing (x) the performance goals applicable to a given period, and such
performance goals shall state, in terms of an objective formula or standard, the
method for computing the amount of compensation payable to the Participant if
such performance goals are obtained and (y) the individual employees or class of
employees to which such performance goals apply no later than 90 days after the
commencement of such period (but in no event after 25% of such period has
elapsed) and (ii) 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
Compensation Committee certifies in writing that the objective performance goals
(and any other material terms) applicable to such period have been satisfied.
With respect to Awards intended to qualify as Performance-Based Awards, after
establishment of a performance goal, the Compensation 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. Notwithstanding the preceding sentence, the
Compensation Committee may reduce or eliminate the number of Shares or
Restricted Units granted or the number of Shares or Restricted Units vested upon
the attainment of such performance goal.
 
 **11.
Stock Appreciation Rights.**
 
 11.1
Grants of Stock Appreciation Rights.    Stock Appreciation
Rights (“SARs”) may be granted in conjunction with all or a part of any Option
granted under the Plan, either at the time of the grant of such Option or at any
subsequent time prior to the expiration of such Option; provided, however, that
SARs shall not be offered or granted in connection with a prior Option without
the consent of the holder of such Option. SARs may not be exercised by an
Optionee who is a director or officer (within the meaning of Rule 16a-1(f) under
the Exchange Act) of the Corporation within six (6) months after the SAR is
granted, except that this limitation shall not be applicable in the event of the
death or Disability of such Optionee occurring prior to the expiration of such
six-month period.
 
 11.2
Terms of Stock Appreciation Rights.    All SARs shall be
subject to the following terms and conditions:
 
 (a) SARs
shall be exercisable only at such time and to the extent that the Option to
which they relate (the “Related Option”) shall be exercisable.
 
 (b) Upon
exercise of a SAR, the Optionee shall be entitled to the difference between the
Fair Market Value of one Share and the Option Price of one Share specified in
the Related Option times the number of Shares in respect of which the SARs shall
have been exercised (“the Economic Value”). An Optionee, upon the exercise of
SARs, shall receive the Economic Value thereof, and the Compensation Committee
in its sole discretion shall determine the form in which payment of such
Economic Value will be made, whether in cash, Shares or any combination thereof.
For purposes of this Section 11.2(b), the Fair Market Value of the Shares shall
be determined as of the date of exercise of the SAR.
 
 (c) An
SAR may be exercised without exercising the Related Option, but the Related
Option shall be canceled for all purposes under the Plan to the extent of the
SAR exercise. A Related Option may be exercised without exercising the SAR, but
the SAR shall be canceled for all purposes under the Plan to the extent of the
Related Option Exercise.
 
 **12.
Non-Transferability of Awards.**
 
 Except as
may be provided by the Committee in accordance with Section 7.1(j)hereof, Awards
granted under the Plan shall not be transferable by the Participant during the
Participant’s lifetime and may not be assigned, exchanged, pledged, transferred
or otherwise encumbered or disposed of except by will or by the applicable laws
of descent and distribution. Except as may be provided by the Compensation
Committee in accordance with Section 7.1(j) hereof, Options and Stock
Appreciation Rights shall be exercisable during the Participant’s lifetime only
by the Participant or by the Participant’s guardian or legal representative.
 
 **13.
Withholding of Taxes.**
 
 Federal,
state or local law may require the withholding of taxes applicable to income
resulting from an Award. A Participant shall be required to make appropriate
arrangements with the Corporation or Subsidiary, as the case may be, for
satisfaction of any federal, state or local taxes the Corporation or Subsidiary
is required to withhold. The Compensation Committee may, in its discretion and
subject to such rules as it may adopt, permit the Participant to pay all or a
portion of the federal, state or local withholding taxes arising in connection
with an Award by electing to (i) have the Corporation withhold Shares, (ii)
tender back Shares received in connection with such Award or (iii) deliver other
previously owned Shares, under each election such Shares having a Fair Market
Value on the date specified in the rules adopted by the Committee equal to the
amount to be withheld. The Corporation shall be under no obligation to issue
Shares to the Participant unless the Participant has made the necessary
arrangements for payment of the applicable withholding taxes.
 
 **14.
No Right to Continued Employment.**
 
 Neither
the establishment of the Plan nor the granting of an Award shall confer upon any
Participant any right to continue in the employ of the Corporation or any of its
Subsidiaries or interfere in any way with the right of the Corporation or any of
its Subsidiaries to terminate such employment at any time. No Award shall be
deemed to be salary or compensation for the purpose of computing benefits under
any employee benefit, pension or retirement plans of the Corporation or any of
its Subsidiaries, unless the Compensation Committee shall determine otherwise.
 
 **15.
Amendment and Termination of Plan.**
 
 The Board
may amend the Plan from time to time. The Corporation shall obtain shareholder
approval of any Plan amendment to the extent necessary or desirable to comply
with applicable laws, regulations and rules of self-regulatory organizations.
Unless sooner terminated as provided herein, the Plan shall terminate on the
tenth anniversary of its original effective date. The Board may terminate this
Plan at any time it deems advisable, except that Options, Restricted Stock and
Stock Appreciation Rights granted under the Plan before its termination shall
continue to be administered under the Plan until such Options and Stock
Appreciation Rights are canceled, terminated, or are exercised and the
Restricted Stock is canceled, vested or is forfeited.
 
 **16.
Changes in Capitalization.**
 
 Subject
to any required action by the stockholders, the number of Shares covered by each
outstanding Award and the exercise price per each such Share subject to an
Option or Stock Appreciation Right shall be proportionately adjusted for any
increase or decrease in the number of issued Shares of the Corporation resulting
from a subdivision or consolidation of Shares or the payment of a stock dividend
(but only on the Shares) or any other increase or decrease in the number of such
Shares effected without receipt of consideration by the Corporation.
 
 If the
Corporation merges or is consolidated with another corporation, whether or not
the Corporation is a surviving corporation, or if the Corporation is liquidated
or sells or otherwise disposes of substantially all of its assets while
unexercised Options remain outstanding under the Plan, (i) after the effective
date of the merger, consolidation, liquidation, sale or other disposition, as
the case may be, each holder of an outstanding Option shall be entitled, upon
exercise of that Option, to receive, in lieu of Shares, the number and class or
classes of shares of stock or other securities or property to which the holder
would have been entitled if, immediately prior to the merger, consolidation,
liquidation, sale or other disposition, the holder had been the holder of record
of a number of Shares equal to the number of Shares as to which that Option may
be exercised; or (ii) if Options have not already become exercisable, the
Compensation Committee may accelerate the exercise so that all Options, from and
after a date prior to the effective date of that merger, consolidation,
liquidation, sale or other disposition, as the case may be, specified by the
Compensation Committee, shall be exercisable in full.
 
 If the
Corporation is merged into or consolidated with another corporation under
circumstances where the Corporation is not the surviving corporation (other than
circumstances involving a mere change in the identity, form or place of
organization of the Corporation), or if the Corporation is liquidated or
dissolved, or sells or otherwise disposes of substantially all of its assets to
another entity while unexercised Options remain outstanding under the Plan,
unless provisions are made in connection with the transaction for the
continuance of the Plan and/or the assumption or substitution of Options with
new options covering the stock of the successor corporation, or the parent or
subsidiary thereof, with appropriate adjustments as to the number and kind of
shares and exercise prices, then all outstanding Options shall be canceled as of
the effective date of such merger, consolidation, liquidation, dissolution, or
sale.
 
 In the
event of a change of all of the Corporation’s authorized Shares with par value
into the same number of Shares with a different par value or without par value,
the Shares resulting from any such change shall be deemed to be the Shares
within the meaning of the Plan.
 
 To the
extent that the foregoing adjustments relate to stock or securities of the
Corporation, such adjustments shall be made by the Compensation Committee, whose
determination in that respect shall be final, binding and conclusive.
 
 Except as
hereinbefore expressly provided in this Section 16, the Participant shall have
no rights (i) by reason of any subdivision or consolidation of shares of stock
of any class, the payment of any stock dividend or any other increase or
decrease in the number of shares of stock of any class, or (ii) by reason of any
dissolution, liquidation, merger, or consolidation, spin-off of assets or stock
of another corporation, or any issue by the Corporation of shares of stock of
any class, nor shall any of these actions affect, or cause an adjustment to be
made with respect to, the number or price of Shares subject to any Option.
 
 The grant
of any Award pursuant to the Plan shall not affect in any way the right or power
of the Corporation (i) to make adjustments, reclassifications, reorganizations
or changes of its capital or business structure, (ii) to merge or consolidate,
(iii) to dissolve, liquidate, or sell or transfer all or any part of its
business or assets or (iv) to issue any bonds, debentures, preferred or other
preference stock ahead of or affecting the Shares. If any action described in
the preceding sentence results in a fractional Share for any Participant under
any Award hereunder, such fraction shall be completely disregarded and the
Participant shall only be entitled to the whole number of Shares resulting from
such adjustment.
 
 **17.
Governing Law.**
 
 The Plan
and each Stock Option Agreement, Restricted Stock Agreement, Restricted Unit
Agreement and Stock Appreciation Rights Agreement shall be governed by, and
construed in accordance with, the laws of the State of Delaware.
 
 **18.
Effective Date of Amended Plan.**
 
 The 2004
amendment to the Plan shall be subject to approval by the shareholders of the
Corporation at the Corporation’s 2004 Annual Meeting of Stockholders. In the
event such stockholder approval is not received, the Plan as originally enacted
shall remain in full force and effect.