**Exhibit 10.8.1****IDLEAIRE TECHNOLOGIES CORPORATION****SECOND AMENDED AND RESTATED****2000 INCENTIVE STOCK PLAN****as of November 10, 2006**This SECOND AMENDED AND RESTATED 2000 INCENTIVE STOCK PLAN (“***Plan***”) by IdleAire TechnologiesCorporation, a Delaware corporation (“***Company***”) amends and restates the Amended and Restated 2000Stock Option Plan in its entirety. Capitalized terms used herein unless otherwise defined aredefined in paragraph 16 of this Plan.**1. Stock Subject to the Plan.**     The total number of shares which shall be subject to the Plan and which shall be reserved forissuance or transfer upon the satisfaction of conditions on Awards to be granted from time to timeunder the Plan is an aggregate of 20,000,000 shares of Common Stock, which shares may be in wholeor in part, as the Board shall from time to time determine, authorized and unissued shares ofCommon Stock or issued shares of Common Stock which shall have been reacquired by the Company. Ifany Award granted under the Plan shall expire, terminate or be canceled for any reason withouthaving been exercised in full, the shares subject thereto shall again be available for the purposesof the Plan. All shares available for grants under the Plan are available for grants of IncentiveStock Options under the Plan. Notwithstanding the foregoing, in the discretion of the Board, thenumber of shares subject to issuance under the Plan may be increased.**2. Administration.**The Plan shall be administered as follows: (a) The Plan shall be administered by the Stock Option Committee (“***Committee***”).Actions by the Committee for purposes of the Plan shall be by not less than a majorityof its members, or in the case of any action directly affecting one or more of theCommittee members, by not less than a majority of those members not affected directlyby the action. Any decision or determination reduced to writing and signed by all themembers shall be fully as effective as if it had been made by a majority vote at ameeting duly called and held. The Committee, if not then composed of the full Board,shall report all action taken by it to the Board.  (b) In the granting of Awards under the Plan and during the term of such Awards,the Committee shall have authority in its discretion, but subject to the expressprovisions of the Plan: 1. to determine the employees to whom Awards shall be granted;  2. to determine the time or times when Awards shall be granted;  3. to determine whether an Option shall be granted as an IncentiveStock Option or a non-qualified stock Option;
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 4. to determine the purchase price of the Common Stock covered byeach Award;  5. to determine the number of shares to be subject to each Award,except that no Award for fractional shares may be issued;  6. to determine when an Award can be exercised and whether in wholeor in installments as the result of a vesting schedule triggered by the passage of timeor the attainment of performance goals set by the Committee and approved by theBoard;  7. to determine the conditions that must be satisfied forrestrictions to be removed fromstock subject to Restricted Stock awards granted and the timing and manner bywhich those conditions must be satisfied;  8. to prescribe, amend, and rescind rules and regulations relatingto the Plan;  9. to determine any other terms and provisions and any relatedamendments of the individual Award agreements (each an “***Award Agreement***”), whichneed not be identical for each recipient of an Award, including such terms andprovisions (and amendments) as shall be required in the judgment of theCommittee to conform to any change in any law or regulation applicable thereto,and with particular regard to any changes in or effect of the Code and theregulations thereunder; and  10. to make all other determinations deemed necessary or advisablefor the administration of the Plan.Notwithstanding the foregoing, in a manner consistent with Section 157 of the Delaware GeneralCorporate Law, the Committee may in its discretion delegate any of the foregoing duties to any ofthe following officers who may act singly or together to make Awards to employees who are notsubject to Section 16(a) of the Securities Exchange Act of 1934, as amended: Chief ExecutiveOfficer, Chief Financial Officer, Executive Vice President and the Senior Vice President.**3. Eligibility.**     Awards may be granted under this Plan only to employees, officers or directors of the Company,a subsidiary or other Affiliate, or to members of any advisory panel or board established at thedirection of the Board. In determining the Persons to whom Awards shall be granted and the numberof shares to be covered by each Award, the Committee may take into account the nature of theservices rendered by the respective Persons, their present and potential contributions to theCompany’s success and such other factors as the Committee in its discretion shall deem relevant.Awards may be granted to Persons who hold or have held Awards under the Plan or any other previousor contemporaneous plans.**4. Term of the Plan.**     No Award shall be granted or amended pursuant to this Plan after 10 years from the date ofadoption of the Plan by the Company, but Awards granted before such date may extend beyond thatdate and the terms of this Plan shall continue to apply to such Awards and to the shares acquiredby exercise of rights related to such Awards.
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**5. Terms and Conditions of Options**.     Each Option described below which is granted under this Plan shall be subject to the followingterms and conditions:(a) *Option Price*. The Option price per share with respect to any Option shall bedetermined by the Committee, but in no event shall be less than the Fair Market Valueof the Common Stock of the Company on the date such Option is granted. For holder ofan Award who is a 10-Percent Shareholder on the date an Option is granted, the Optionper share shall not be less than 110% of the Fair Market Value of such shares on thedate the incentive stock Option is granted.(b) *Period of Option*. (1) The exercise period of an Incentive Stock Option shall notexceed ten (10) years from the date the Option is granted; (2) however, the exerciseperiod of an Incentive Stock Option for holder of an Award who is a 10-PercentShareholder shall not excess five years from the date the Option is granted.(c) *Offset Provisions*. If the Committee so determines and the applicable AwardAgreement so provides, the exercise of all or any part of an Option granted underthis Plan by a holder of an Option may result in the reduction or termination ofanother Option granted under this Plan to such holder of an Option to the extent sodetermined and provided.(d) *Payment*. Payment for shares purchased upon exercise of an Option shall be madeeither in full or installments, as shall be determined by the Committee and providedin the applicable Award Agreement. Certificates for partly paid shares that resultfrom the exercise of an Option shall be registered in the name of the Option holderand shall, immediately upon issue, be delivered to the Company, endorsed in blank bythe Option holder or accompanied by a separate stock power so endorsed, in pledge assecurity for the payment of the unpaid balance of the Option price. The certificatesissued to represent partly paid shares shall state thereon the total amount of theconsideration to be paid therefore and the amount paid thereon. The holder of anOption shall, as such, have none of the rights of a stockholder and the certificaterepresenting the shares being purchased pursuant to the exercise of an Option shallnot be delivered until the purchase price (including taxes) for such shares has beenpaid in full.(e) *Dividends*. Dividends on partly paid shares issued pursuant to the exercise of anOption (other than dividends in stock of the Company) shall be declared and paid onlyupon the basis of the percentage of the total Option price actually received thereonby the Company, and any such dividends paid prior to final payment for the sharesshall be applied by the Company against the unpaid portion of the Option price withsuch amounts to be applied to installments of Plan purchase price coming due in theorder of their maturity.(f) *Exercise of Option*. The shares covered by an Option may not be purchased earlierthan ninety (90) days after the date on which the Option is granted.
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(g) *Nontransferability of Award.*. During an Award holder’s lifetime, an Option maybe exercised only by the Option holder and shall not be transferable.(h) *Termination of Employment*. Upon the termination of an Award holder’s employmentfor any reason other than death, termination for cause, or retirement pursuant to theterms of a retirement program adopted by the Company or one of its subsidiaries, hisor her right to exercise the rights in such Award shall be limited to the exercise ofvested rights at the date of such termination, which shall be exercised, if at all,not later than within three (3) months after the date of such termination, but in noinstance later than the date of expiration of the Award, and at all times will besubject to the rights of the Company as set out in the Award Agreement, if any. Ifan Award holder’s employment is terminated for cause (as defined herein), all rightsunder his or her Award shall terminate immediately. Upon the termination of an Awardholder’s employment by reason of retirement pursuant to the terms of a retirementprogram adopted by the Company or one of its subsidiaries, his or her right toexercise the rights in such Award shall be limited to the exercise of vested rightsat the date of such retirement, which shall be exercised, if at all within the periodnot to exceed two years specified by the Committee in the applicable Award Agreement,but not later than the date of expiration of the Award, provided however that anyOption granted as an ISO shall be exercised not more than three (3) months followingretirement.(i) *Death of Option Holder*. Upon the death of an Award holder, his or her right toexercise the rights in such Award shall be limited to the exercise of vested rightsat the date of such death, which shall be exercised, if at all, (by the executor oradministrator of the Award holder’s estate or by a Person who acquired the right toexercise such Award by bequest or inheritance or by reason of the Award holder’sdeath) within (1) 12 months after the date of death, or (2) in the event of deathfollowing termination of employment by reason of retirement pursuant to the terms ofa retirement program of the Company or one of its subsidiaries, the period in whichthe Award privileges may be exercised upon termination by reason of such retirementas provided by the Committee in the applicable Award Agreement, whichever periodterminates last, or such longer period as may be permitted by the Committee in itsdiscretion, but in no event later than the date of expiration of the Award.(j) *Limitation*. No employee eligible to participate in this Plan shall be grantedone or more Incentive Stock Options to purchase shares, which said Incentive StockOptions become exercisable for the first time during any one calendar year, to theextent that the Fair Market Value of such shares (determined at the time that theOptions are granted) exceeds $100,000. No employee shall be given the opportunity toexercise Incentive Stock Options granted hereunder with respect to shares valued inexcess of $100,000 in any calendar year, except and to the extent that the Optionsshall have accumulated over a period in excess of one year.(k) *Award Agreement*. Options granted under this Plan shall be offered only pursuantto an Award Agreement, in form and substance approved by the Committee and signed bythe Company.
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(l) *Right of Committee*. All other terms and conditions of any Award shall bedetermined by the Committee in its discretion.**6. Exercise of Options.** (a) A holder of an Option may exercise the same as granted under the Plan withrespect to all or any part of the number of shares then exercisable under the terms ofhis or her written Award Agreement by giving the Committee written notice of intent toexercise. The notice of exercise shall specify the number of shares to be purchasedunder the Option and the date of exercise, which shall be at least five (5) days afterthe giving of such notice unless an earlier time shall have been mutually agreed uponby the holder and the Company.  (b) Full payment of the exercise price for the shares purchased shall be made bythe holder on or before the exercise date specified in the notice of exercise. Paymentof the exercise price of any shares with respect to which the Option is being exercisedshall be (I) cash, (II) certified check to the order of the Company, or (III) shares ofCommon Stock of the Company valued at the Fair Market Value.  (c) The Company shall not be required to deliver certificates for such shares untilfull payment of the exercise price has been made. On or as soon as is practicableafter the exercise date specified in an Option holder’s notice and upon full payment ofthe exercise price, the Company shall cause to be delivered to the holder a certificateor certificates for the shares then being purchased (out of previously unissued CommonStock or reacquired Common Stock, as the Company may elect). The exercise of theOption and the resulting obligation of the Company to deliver Common Stock shall,however, be subject to the condition that the listing, registration, or qualificationof the Option or the shares upon any securities exchange or under any State or federallaw, or the consent or approval of any governmental regulatory body shall have beeneffected or obtained free of any conditions not acceptable to the Committee, if at anytime the Committee shall determine in its sole discretion that such listing,registration, qualification, consent or approval is necessary or desirable.  (d) If an Option holder fails to pay for any of the shares specified in suchnotice, his or her right to purchase such shares may be terminated by the Company. Thedate specified in the Option holder’s notice as the date of exercise shall be deemedthe date of exercise of the Option, provided that payment in full for the shares to bepurchased upon such exercise shall have been received by such date.  (e) In the event of the Change of Control, the provisions of Section 12 shallgovern the exercise of the Option*.*  (f) The holder of an Option shall not have any of the rights of a stockholder withrespect to the shares subject to the Option until such shares shall be issued to him orher upon the exercise of his or her Option, provided however, that some indicia ofownership may be specifically granted in the Award Agreement.
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 (g) Notwithstanding the foregoing, any shares that may be purchased as of theEffective Date, pursuant to the terms of any Option granted prior to the EffectiveDate, shall continue thereafter to be purchasable pursuant to the exercise of suchOption.**7. Restricted Stock Award Grants and Limits.** (a) Nothing contained in the Plan or in any resolution adopted or to be adopted bythe Board shall constitute the granting of any Restricted Stock Award hereunder. Thegranting of an Award which is Restricted Stock pursuant to the Plan shall take placeonly when a written Restricted Stock Award Agreement shall have been duly executed anddelivered by or on behalf of the Company and the individual (or his or her dulyauthorized attorney-in-fact) to whom such Restricted Stock Award is to be granted.  (b) During a holder’s lifetime and at any time prior to the satisfaction of theconditions under the Restricted Stock Award, a Restricted Stock Award granted under thePlan shall not be transferable except, in case of the death of a holder who is anemployee, by will or the laws of descent and distribution, nor shall the award besubject to attachment, execution or other similar process. In the event of (*I*) anyattempt by the employee to alienate, assign, pledge, hypothecate or otherwise disposeof the award, except as provided in the Plan, or *(II)*the levy of any attachment,execution or similar process upon the rights or interest conferred by the award, theCompany may terminate the award by notice to the employee and upon such notice theaward shall become null and void.  (c) Unless otherwise provided in the terms of the Award Agreement, if an employee’scontinuous employment shall terminate by reason of his or her death or disability (asdetermined by the employee’s establishing to the Committee his disability as defined inCode Section 22(e)(3), as amended from time to time) prior to the satisfaction of theconditions under the Restricted Stock Award, then all unvested Common Stock under theRestricted Stock Award shall be forfeited immediately by the employee as of that date.  (d) If an employee’s continuous employment shall terminate for any reason otherthan his death or disability, prior to the satisfaction of the conditions under theRestricted Stock Award then all unvested Common Stock under the Restricted Stock Awardshall be forfeited immediately by the employee as of that date.  (e) Notwithstanding anything to the contrary in this paragraph 7, if an employee’semployment is terminated with Cause then all Common Stock under any Restricted StockAward held by the employee shall be forfeited by him immediately as of suchtermination.  (f) The Company shall not be required to deliver certificates for such shares untilall conditions under the Restricted Stock Award have been satisfied or deemedsatisfied. On or as soon as is practicable after the conditions under the Award havebeen satisfied, the Company shall cause to be delivered to the holder of the Award, acertificate or certificates for the shares then being released (out of previouslyunissued Common Stock or reacquired Common Stock, as the Company may elect). Theobligation of the Company to deliver Common Stock shall, however, besubject to the condition that the listing, registration, or qualification of the shares uponany
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   securities exchange or under any State or federal law, or the consent or approvalof any governmental regulatory body shall have been effected or obtained free of anyconditions not acceptable to the Committee, if at any time the Committee shalldetermine in its sole discretion that such listing, registration, qualification,consent or approval is necessary or desirable.  (g) The Award to a holder of a Restricted Stock Award is subject to delivery bysuch holder of any share certificate issued by the Company to evidence the award ofRestricted Stock to the Secretary of the Company or such other officer of the Companyas may be designated by the Company’s Chief Executive Officer (the “***Share Custodian***”)to be held by the Share Custodian until the Restricted Stock becomes vested inaccordance with the Award Agreement. When all or any portion of the Restricted Stockbecomes vested, the Share Custodian shall deliver to such holder of Restricted Stock(or his beneficiary in the event of death), a certificate representing the vestedRestricted Stock (which then will be unrestricted). The conveyance by the holder ofRestricted Stock to the Share Custodian operates to irrevocably appoint the ShareCustodian, and any successor thereto, as the true and lawful attorney-in-fact of theholder of Restricted Stock with full power and authority to execute any stock transferpower or other instrument necessary to transfer the Restricted Stock to the Company, orto transfer a portion of the Restricted Stock to the holder of Restricted Stock on anunrestricted basis upon vesting, pursuant to this Agreement, in the name, place, andstead of the holder of Restricted Stock. The term of such appointment shall commenceon the date of the Award Agreement and shall continue until all the Restricted Stockbecomes vested or is forfeited. During the period that the Share Custodian holds theshares of Restricted Stock, the holder of Restricted Stock shall be entitled to allrights applicable to shares of common stock of the Company not so held, including theright to vote and receive dividends, but provided, however, in the event the number ofshares of Restricted Stock is increased or reduced in accordance with Section 15 of thePlan, and in the event of any distribution of common stock or other securities of theCompany in respect of such shares of common stock, any certificate representing sharesof such additional common stock or other securities of the Company issued as a resultof any of the foregoing shall be delivered to the Share Custodian and shall be subjectto all of the provisions of the Plan as if initially received hereunder.**8. Reallocation of Options.**     Shares of Common Stock covered by Options which expire or are terminated for any reason priorto being exercised in full may, within the limitations of paragraph 1 above, be reallocated by theCommittee on or before ten years from the date this Plan is adopted by the Company.**9. Governmental Regulations**.     This Plan, and the grant and exercise of Awards hereunder, shall be subject to all applicablerules and regulations of governmental or other authorities, including but not limited to, wagecontrol boards.
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**10. Discontinuance or Amendment of the Plan and Awards**.     The Board may discontinue this Plan at any time, and may amend it from time to time, but noamendment may, without further stockholder approval, (a) increase the total number of shares whichmay be purchased under the Plan other than as provided in paragraph 8, or (b) extend the periodduring which Incentive Stock Options may be granted, or (c) change the class of employees to whomIncentive Stock Options may be granted, and no outstanding Option may be revoked, or altered in anymanner unfavorable to the holder, without the consent of the holder.**11. Effective Date of the Plan**.     The Plan became effective on July 22, 2000. This Second Amended and Restated 2000 IncentiveStock Plan shall be effective as of approval by the stockholders of the Company.**12. Change of Control.**     In the event of the Change of Control, dissolution or liquidation of the Company, then theBoard shall determine, at its sole discretion, the treatment of any and all unvested rights underAwards granted under the Plan, including without limitation, that the unvested Awards shallterminate, shall become fully exercisable or convertible into rights in the acquiring entity whichare similar to the Awards, as to all or any part of the shares covered thereby including shares asto which such Award would not otherwise be exercisable by reason of an insufficient lapse of time,conditioned upon the occurrence of the Change of Control. In the event they are fullyexercisable, a holder of an Award may exercise rights related to such Award, as the case may be:(*I*) at the closing of such Change of Control, or (*II*) for a period of not less than thirty (30)days prior to the dissolution or liquidation, beginning as of a date to be fixed by the Committee,provided that not less than thirty (30) days’ written notice of the date so fixed shall be given toeach holder.**13. Restrictions on Issuance of Shares.**     Each issuance of Common Stock shares as the result of the exercise of any Option orsatisfaction of the conditions under any other Award shall be subject to the condition that if atany time the Company shall determine in its discretion that the satisfaction of withholding tax orother withholding liabilities, or that the listing, registration or qualification of any sharesotherwise deliverable upon such exercise upon any securities exchange or under any state or federallaw, or that the consent or approval of any regulatory body, is necessary or desirable as acondition of, or in connection with, such delivery or purchase of Common Stock shares, then in anysuch event, such option exercise or other Award grant satisfaction shall not be effective unlesssuch withholding, listing, registration, qualification, consent or approval shall have beeneffected or obtained under conditions acceptable to the Company.**14. Employment Not Affected.**     Neither the granting of an Award, nor the exercise of rights under the Award or fulfillment ofthe conditions of an Award shall be construed as granting to any Person any right with respect toestablishment or continuance of his or her employment with the Company. Except as may otherwise belimited by a written agreement between the Company and an employee,the right of the Company to terminate at will the
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employee’s employment with it at any time (whether bydismissal, discharge, retirement or otherwise) is specifically reserved by the Company and isacknowledged by each employee receiving a grant of an Award.**15. Adjustments.** (a) In the event that the outstanding shares of Common Stock are hereafterincreased or decreased or changed into or exchanged for a different number or kind ofshares or other securities of the Company or of another corporation, by reason of arecapitalization, reclassification, stock split-up, combination of shares or dividendor other distribution payable in capital stock, appropriate adjustment shall be made bythe Committee in the number and kind of shares for which options and Restricted StockAwards may be granted under the Plan. In addition, the Committee shall make appropriateadjustment in the number and kind of shares as to which outstanding grants, or portionsthereof then unexercised or unsatisfied, shall be applicable, to the end that theproportionate interest of the holder of the Award shall, to the extent practicablewithout the existence of fractional shares, be maintained as before the occurrence ofsuch event. Such adjustment if to outstanding options shall be made without change inthe total price applicable to the unexercised portion of the option, but with acorresponding adjustment in the option price per share. To the extent that fractionalshares would have otherwise resulted from such adjustments, such fractional shares willbe deemed forfeited from any option or Restricted Stock Award, and appropriateadjustments shall be made to the option price of any effected option.  (b) Decisions regarding adjustments and determinations shall be made by theCommittee in good faith whose decisions as to what adjustments or determinations shallbe made, and the extent thereof, shall be final, binding and conclusive, and shall notbe challenged except to the degree the claim is a lack of good faith.**16. References, Construction and Definitions.**     Unless otherwise indicated, all references made in the Plan shall be to articles, sections andsubsections of the Plan. The Plan shall be construed in accordance with the laws of theCommonwealth of Virginia. The headings and subheadings in the Plan have been inserted forconvenience of reference only and are to be ignored in construction of the provisions of the Plan.In the construction of the Plan, the masculine shall include the feminine and the singular theplural wherever appropriate. If any provision of this Plan shall be held invalid for any reason,such illegality or invalidity shall not affect the remaining parts of this Plan and this Plan shallbe construed and enforced as if such illegal and invalid provisions had never been included. Thefollowing terms (in alphabetical order) shall have the meanings set forth for purposes of the Plan: (a) “Affiliate” of a Person shall mean any Person that directly or indirectlycontrols, is controlled by, or is under common control with, the indicated Person,including any direct or indirect subsidiary of the Company (each a “***subsidiary***”).  (b) “Award” shall mean any stock option, Incentive Stock Option, Restricted Stockawards or other stock rights granted under the Plan;  (c) “Board” means the Board of Directors of the Company;
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 (d) “for cause” as used in the Plan means: *I.* in the case of a holder of an Award who is a non employeeDirector or member of an advisory board, the voluntary termination of therelationship with the Company by the holder of the Award, or commission of anact of fraud or intentional misrepresentation or an act of embezzlement,misappropriation or conversion of assets or opportunities of the Company or anyof its Subsidiaries or affiliates; and  *II.* in the case of a holder of an Award whose employment with theCompany or a subsidiary is, as the date of the applicable Agreement, subject tothe terms of an employment agreement between such holder and the Company or asubsidiary, which employment agreement includes a definition of “Cause”, suchterm as used in this Plan or any Agreement shall have the meaning to set forthin such employment agreement during the period that such employment agreementremains in effect; or  *III.* in all other cases, the term “cause” or “Cause” as used in thisPlan or any Agreement shall mean (i) intentional failure to perform reasonablyassigned duties or voluntary termination of the relationship with the Company bythe holder of the Award, (ii) dishonesty or willful misconduct in theperformance of duties, (iii) involvement in a transaction in connection with theperformance of duties to the Company or any of its Subsidiaries whichtransaction is adverse to the interests of the Company or any of itsSubsidiaries and which is engaged in for personal profit or (iv) willfulviolation of any law, rule or regulation (other than traffic violations orsimilar offenses) in connection with the performance of duties. (e) “Change of Control” means *(I)*the accumulation (including through a merger,consolidation, share exchange, division or sale) by any individual, firm, corporationor other entity (other than by the current shareholders of the Company as of the datethe Plan is adopted or last amended, the Company or any subsidiary; any profit-sharing,employee stock ownership, or other employee benefit plan of the Company or anysubsidiary or any trustee of or fiduciary with respect to any such plan when acting insuch capacity), separately or in combination with any affiliates or associates, ofbeneficial ownership of more than fifty-one percent (51%) of the outstanding shares ofall classes of capital stock of the Company issued, from time to time, or *(II)*the saleor disposition of the assets of the Company as a result of which current shareholdersof the Company as of the date the Plan is adopted or last amended, do not hold,immediately following such sale, a majority of the voting power of each surviving,resulting or acquiring corporation which, immediately following the transaction, holdsmore than twenty five percent (25%) of the consolidated assets of the Companyimmediately prior to the transaction; provided, however, that it shall not include anytransaction described in items (I) or (II) above which a majority of the Board, actingat a meeting held not more than 60 days after the date of such transaction and at whicha quorum of directors sufficient to conduct business under Delaware law is present,declares, for reasons in its sole discretion, not to be a “Change of Control” forpurposes of this Plan; and provided, further, that the date of a Change of Controlshall be deemed to be the actual date of the transaction described in items (I) or (II)above or, if such date is not clearly determinable, the date on which a majority of theBoard members, meeting as described above, shall determine was the date as of which theCompany had reason to know of the same;
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 (f) “Code” means the Internal Revenue Code of 1986, as amended from time to time;  (g) “Committee” means the Stock Option Committee which may be the CompensationCommittee of the Board as constituted from time to time; provided, however, that if theCommittee shall not be in existence, the term “Committee” shall mean the Board;  (h) “Company” means IdleAire Technologies Corporation, a Delaware corporation;  (i) “Common Stock” means the $0.01 par value, voting common stock of the Company;  (j) “Effective Date” means the date on which the Plan was approved and adopted bythe Board and the stockholders of the Company;  (k) “Fair Market Value” as used herein means, for as long as the Common Stock isnot readily tradable on an established securities market, the values determined forCommon Stock at least annually by the Committee in its sole discretion based on a valuedetermined by an “independent appraiser” as defined in regulations under Code Section170(a)(l), provided, however, (A) if at any time Common Stock does become traded on areasonably active basis, but not listed on an established stock exchange, its FairMarket Value shall be based on the mean between the highest and lowest sales prices asreflected on the NASDAQ Interdealer Quotation System of the National Association ofSecurities Dealers, Inc. on the date in question or, (B) if it is listed on anestablished stock exchange, based on the mean between the highest and lowest salesprices on such exchange on the date in question, (C) in the case of Incentive StockOptions, Fair Market Value may not be less than fair market value within the meaning ofCode Section 422, and (D) in the case of all Options, Fair Market Value may not be lessthan fair market value within the meaning of Code Section 409A; and provided, further,that if, for any reason, Fair Market Value otherwise cannot be ascertained or isunavailable for a particular date, such value shall be determined as of the nearestpreceding date on which such value can be ascertained pursuant to the applicable methoddescribed above;  (l) “Incentive Stock Option” means any stock option granted with the intent ofbeing a stock option as defined in Code Section 422 and containing the terms necessaryto meet the requirements of that section of the Code and related Code sections andregulations;  (m) “Option” shall mean an option to purchase stock in an Award granted by theCompany under the Plan;  (n) “Person” shall mean all natural persons, corporations, business trusts,associations, companies, partnerships, joint ventures and any other entities;  (o) “Plan’ means this 2000 Amended and Restated Incentive Stock Plan of theCompany, as amended.  (p) “Restricted Stock” means a share of Common Stock with time or performanceconditions which must be satisfied before the holder of the share can exercise fullownership of it;
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 (q) “Share Custodian” means an officer designated by the Chief Operating Officerunder paragraph 7(g) to hold Restricted Stock until it becomes vested in accordancewith an Award Agreement in accordance with that paragraph.  (r) “10-Percent Shareholder” means any individual who owns more than ten percent(10%) of the total combined voting power of all classes of Common Stock as determinedafter applying the attribution rules under Code Section 424(d).
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