EXHIBIT
      4.4

    


    I.D.
      SYSTEMS, INC.

    


    2007
      EQUITY COMPENSATION PLAN 

    


    1.    Purposes
      of the Plan.
      The
      purposes of this I.D. Systems, Inc. 2007 Equity Compensation Plan (the
“Plan”)
      are:
      to attract and retain the best available personnel for positions of substantial
      responsibility, to provide additional incentives to Employees and Consultants,
      and to promote the success of the Company and any Parent or Subsidiary. Options
      granted under the Plan may be Incentive Stock Options or Nonstatutory Stock
      Options, as determined by the Administrator at the time of grant. Stock Awards
      and Unrestricted Shares may also be granted under the Plan.

    


    2.    Definitions.
      As used
      herein, the following definitions shall apply:

    


    “Administrator”
means
      a
      Committee which has been delegated the responsibility of administering the
      Plan
      in accordance with Section 4 of the Plan or, if there is no such Committee,
      the
      Board.

    


    “Applicable
      Laws”
means
      the requirements relating to the administration of equity compensation plans
      under the applicable corporate and securities laws of any of the states in
      the
      United States, U.S. federal securities laws, the Code, any stock exchange or
      quotation system on which the Common Stock is listed or quoted and the
      applicable laws of any foreign country or jurisdiction where Awards are, or
      will
      be, granted under the Plan.

    


    “Award”
means
      an Option, a Stock Award and/or the grant of Unrestricted Shares.

    


    “Board”
means
      the Board of Directors of the Company.

    


    “Cause”,
      with
      respect to any Service Provider, means (unless otherwise determined by the
      Administrator) such Service Provider’s (i) conviction of, or plea of nolo
      contendere to, a felony or crime involving moral turpitude; (ii) fraud on
      or misappropriation of any funds or property of the Company; (iii) personal
      dishonesty, willful misconduct, willful violation of any law, rule or regulation
      (other than minor traffic violations or similar offenses) or breach of fiduciary
      duty which involves personal profit; (iv) willful misconduct in connection
      with the Service Provider’s duties; (v) chronic
      use of alcohol, drugs or other similar substances which affects the Service
      Provider’s
      work
      performance; or (vi) material
      breach of any provision of any employment, non-disclosure, non-competition,
      non-solicitation or other similar agreement executed by the Service Provider
      for
      the benefit of the Company, all as reasonably determined by the Committee,
      which
      determination will be conclusive.

    


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

    


    “Committee”
means
      a
      committee of Directors appointed by the Board in accordance with Section 4
      of
      the Plan.

    


    “Common
      Stock”
means
      the common stock, par value $.01 per share, of the Company.

    


    “Company”
means
      I.D. Systems, Inc., a Delaware corporation.

    


    “Consultant”
means
      any person, including an advisor, engaged by the Company or a Parent or
      Subsidiary to render services to such entity, other than an Employee or a
      Director.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    “Director”
means
      a
      member of the Board.

    


    “Disability”
means
      total and permanent disability as defined in Section 22(e)(3) of the
      Code.

    


    “Employee”
means
      any person, including officers and Directors, serving as an employee of the
      Company or any Parent or Subsidiary. An individual shall not cease to be an
      Employee in the case of (i) any leave of absence approved by the Company or
      (ii)
      transfers between locations of the Company or between the Company, its Parent,
      any Subsidiary or any successor. For purposes of an Option initially granted
      as
      an Incentive Stock Option, if a leave of absence of more than three months
      precludes such Option from being treated as an Incentive Stock Option under
      the
      Code, such Option thereafter shall be treated as a Nonstatutory Stock Option
      for
      purposes of this Plan. Neither service as a Director nor payment of a director's
      fee by the Company shall be sufficient to constitute “employment” by the
      Company.

    


    “Exchange
      Act”
means
      the Securities Exchange Act of 1934, as amended. 

    


    “Fair
      Market Value”
means,
      as of any date, the value of Common Stock determined as follows: 

    


    (i)    if
      the
      Common Stock is listed on any established stock exchange or a national market
      system, including without limitation the Nasdaq National Market or The Nasdaq
      SmallCap Market of The Nasdaq Stock Market, the Fair Market Value of a Share
      of
      Common Stock shall be the closing sales price of a Share of Common Stock as
      quoted on such exchange or system for such date (or the most recent trading
      day
      preceding such date if there were no trades on such date), as reported in
The
      Wall Street Journal
      or such
      other source as the Committee deems reliable;

    


    (ii)    if
      the
      Common Stock is regularly quoted by a recognized securities dealer but is not
      listed in the manner contemplated by clause (i) above, the Fair Market Value
      of
      a Share of Common Stock shall be the mean between the high bid and low asked
      prices for the Common Stock for such date (or the most recent trading day
      preceding such date if there were no trades on such date), as reported in
The
      Wall Street Journal or
      such
      other source as the Committee deems reliable; or

    


    (iii)    if
      neither clause (i) above nor clause (ii) above applies, the Fair Market Value
      shall be determined in good faith by the Administrator based on the reasonable
      application of a reasonable valuation method.

    


    “Incentive
      Stock Option”
means
      an Option intended to qualify as an incentive stock option within the meaning
      of
      Section 422 of the Code and the regulations promulgated thereunder.

    


    “Nonstatutory
      Stock Option”
means
      an Option not intended to qualify as an Incentive Stock Option.

    


    “Notice
      of Grant”
means
      a
      written or electronic notice evidencing certain terms and conditions of an
      individual Option grant, Stock Award grant or grant of Unrestricted Shares.
      The
      Notice of Grant applicable to Stock Options shall be part of the Option
      Agreement.

    


    “Option”
means
      a
      stock option granted pursuant to the Plan.

     

    
      
        
        

      

      
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    “Option
      Agreement”
means
      an agreement between the Company and an Optionee evidencing the terms and
      conditions of an individual Option grant. Each Option Agreement shall be subject
      to the terms and conditions of the Plan.

    


    “Optioned
      Stock”
means
      the Common Stock subject to an Option.

    


    “Optionee”
means
      the holder of an outstanding Option granted under the Plan.

    


    “Parent”
means
      a
“parent corporation” of the Company (or, in the context of Section 15(c) of the
      Plan, of a successor corporation), whether now or hereafter existing, as defined
      in Section 424(e) of the Code.

    


    “Participant”
shall
      mean any Service Provider who holds an Option, Restricted Stock, a Stock Award
      or Unrestricted Shares granted or issued pursuant to the Plan.

    


    “Rule
      16b-3”
means
      Rule 16b-3 of the Exchange Act or any successor to such Rule 16b-3, as such
      rule
      is in effect when discretion is being exercised with respect to the
      Plan.

    


    “Section
      16(b)”
means
      Section 16(b) of the Exchange Act.

    


    “Service
      Provider”
means
      an Employee or Consultant.

    


    “Share”
means
      a
      share of the Common Stock, as adjusted in accordance with Section 15 of the
      Plan.

    


    “Stock
      Award”
means
      an Award of Shares pursuant to Section 11 of the Plan or an award of Restricted
      Stock Units pursuant to Section 12 of the Plan.

     

    “Stock
      Award Agreement”
means
      an agreement, approved by the Administrator, providing the terms and conditions
      of a Stock Award. 

    


    “Stock
      Award Shares”
means
      Shares subject to a Stock Award.

    


    “Stock
      Awardee”
means
      the holder of an outstanding Stock Award granted under the Plan

    


    “Subsidiary”
means
      a
      "subsidiary corporation" of the Company (or, in the context of Section 15(c)
      of
      the Plan, of a successor corporation), whether now or hereafter existing, as
      defined in Section 424(f) of the Code.

    


    “Unrestricted
      Shares”
means
      a
      grant of Shares made on an unrestricted basis pursuant to Section 14 of the
      Plan.

    


    3.    Stock
      Subject to the Plan.
      Subject
      to the provisions of Section 15 of the Plan, the maximum aggregate number of
      Shares that may be issued under the Plan is 2,000,000 Shares. The Shares may
      be
      authorized but unissued, or reacquired, shares of Common Stock. If an Option
      expires or becomes unexercisable without having been exercised in full or is
      canceled or terminated, or if any Shares of Restricted Stock or Shares
      underlying a Stock Award are forfeited or reacquired by the Company, the Shares
      that were subject thereto shall be added back to the Shares available for
      issuance under the Plan.

     

    
      
        
        

      

      
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    4.    Administration
      of the Plan.
      

    


    (a)    Procedure.

    


    (i)    Multiple
      Administrative Bodies.
      Different Committees with respect to different groups of Service Providers
      may
      administer the Plan.

    


    (ii)    Section
      162(m).
      To the
      extent that the Administrator determines it to be desirable to qualify Awards
      granted hereunder as “performance-based compensation” within the meaning of
      Section 162(m) of the Code, the Plan shall be administered by a Committee of
      two
      or more “outside directors” within the meaning of Section 162(m) of the Code and
      the regulations promulgated thereunder.

    


    (iii)    Rule
      16b-3.
      If the
      Company is subject to Section 16(b), the transactions contemplated hereunder
      shall (from the date that the Company is first subject to Section 16(b)), be
      structured to satisfy the requirements for exemption under Rule
      16b-3.

    


    (iv)    Other
      Administration.
      Other
      than as provided above, the Plan shall be administered by (A) the Board or
      (B) a
      Committee, which committee shall be constituted to satisfy Applicable
      Laws.

    


    (b)    Powers
      of the Administrator.
      Subject
      to the provisions of the Plan, and in the case of a Committee, subject to the
      specific duties delegated by the Board to such Committee, the Administrator
      shall have the authority, in its discretion: 

    


    (i)    to
      determine the Fair Market Value;

    


    (ii)    to
      select
      the Service Providers to whom Options, Stock Awards and Unrestricted Shares
      may
      be granted hereunder;

    


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

    


    (iv)    to
      approve forms of agreement for use under the Plan;

    


    (v)    to
      determine the terms and conditions, not inconsistent with the terms of the
      Plan
      or of any Award granted hereunder. Such terms and conditions include, but are
      not limited to, the exercise price, the time or times when Options may be
      exercised (which may be based on performance criteria), any vesting,
      acceleration or waiver of forfeiture provisions, and any restriction or
      limitation regarding any Option or Stock Award, or the Shares of Common Stock
      relating thereto, based in each case on such factors as the Administrator,
      in
      its sole discretion, shall determine;

    


    (vi)    to
      construe and interpret the terms of the Plan, Awards granted pursuant to the
      Plan and agreements entered into pursuant to the Plan;

    


    (vii)    to
      prescribe, amend and rescind rules and regulations relating to the Plan,
      including rules and regulations relating to sub-plans established for the
      purpose of qualifying for preferred tax treatment under foreign tax
      laws;

    


    (viii)    to
      modify
      or amend each Award (subject to Section 19(c) of the Plan), including the
      discretionary authority to extend the post-termination exercisability period
      of
      Options longer than is otherwise provided for in the Plan;

     

    
      
        
        

      

      
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    (ix)    to
      allow
      grantees to satisfy withholding tax obligations by having the Company withhold
      from the Shares to be issued upon exercise of an Option that number of Shares
      having a Fair Market Value equal to the amount required to be withheld, provided
      that withholding is calculated at the minimum statutory withholding level.
      The
      Fair Market Value of the Shares to be withheld shall be determined on the date
      that the amount of tax to be withheld is to be determined. All determinations
      to
      have Shares withheld for this purpose shall be made by the Administrator in
      its
      discretion;

    


    (x)    to
      reduce
      the exercise price of any Option to the then current Fair Market Value if the
      Fair Market Value of the Common Stock covered by such Option shall have declined
      since the date the Option was granted;

    


    (xi)    to
      authorize any person to execute on behalf of the Company any agreement entered
      into pursuant to the Plan and any instrument required to effect the grant of
      an
      Award previously granted by the Administrator; and

    


    (xii)    to
      make
      all other determinations deemed necessary or advisable for administering the
      Plan.

    


    (c)    Effect
      of Administrator's Decision.
      The
      Administrator's decisions, determinations and interpretations shall be final
      and
      binding on all holders of Awards and Restricted Stock. None of the Board, the
      Committee or the Administrator, nor any member or delegate thereof, shall be
      liable for any act, omission, interpretation, construction or determination
      made
      in good faith in connection with the Plan, and each of the foregoing shall
      be
      entitled in all cases to indemnification and reimbursement by the Company in
      respect of any claim, loss, damage or expense (including without limitation
      reasonable attorneys’ fees) arising or resulting therefrom to the fullest extent
      permitted by law and/or under any directors’ and officers’ liability insurance
      coverage which may be in effect from time to time.

    


    5.    Eligibility.
      Nonstatutory Stock Options, Stock Awards and Unrestricted Shares may be granted
      to Service Providers. Incentive Stock Options may be granted only to Employees.
      Notwithstanding anything contained herein to the contrary, an Award may be
      granted to a person who is not then a Service Provider; provided, however,
      that
      the grant of such Award shall be conditioned upon such person becoming a Service
      Provider at or prior to the time of the execution of the agreement evidencing
      such Award. 

    


    6.    Limitations.

    


    (a)    Each
      Option shall be designated in the Option Agreement as either an Incentive Stock
      Option or a Nonstatutory Stock Option. However, notwithstanding such
      designation, if
      a
      single Employee becomes eligible in any given year to exercise Incentive Stock
      Options for Shares having a Fair Market Value in excess of $100,000, those
      Options representing the excess shall be treated as Nonstatutory Stock Options.
      In the previous sentence, “Incentive Stock Options” include Incentive Stock
      Options granted under any plan of the Company or any Parent or any
      Subsidiary. For
      the
      purpose of deciding which Options apply to Shares that “exceed” the $100,000
      limit, Incentive Stock Options shall be taken into account in the same order
      as
      granted. The
      Fair
      Market Value of the Shares shall be determined as of the time the Option with
      respect to such Shares is granted.

    


    (b)    Neither
      the Plan nor any Award nor any agreement entered into pursuant to the Plan
      shall
      confer upon a Participant any right with respect to continuing the grantee's
      relationship as a Service Provider with the Company, nor shall they interfere
      in
      any way with the Participant's right or the Company's right to terminate such
      relationship at any time, with or without cause.

     

    
      
        
        

      

      
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    (c)    No
      Service Provider shall be granted, in any fiscal year of the Company, Options
      to
      purchase more than 300,000 Shares (subject to adjustment in accordance with
      Section 15).

    


    7.    Term
      of the Plan.
      Subject
      to Section 23 of the Plan, the Plan shall become effective upon its adoption
      by
      the Board. It shall continue in effect for a term of ten (10) years unless
      terminated earlier under Section 19 of the Plan.

    


    8.    Term
      of Options.
      The
      term of each Option shall be stated in the applicable Option Agreement. In
      the
      case of an Incentive Stock Option, the term shall be ten (10) years from the
      date of grant or such shorter term as may be provided in the applicable Option
      Agreement. However, in the case of an Incentive Stock Option granted to an
      Optionee who, at the time the Incentive Stock Option is granted, owns, directly
      or indirectly, stock representing more than ten percent (10%) of the total
      combined voting power of all classes of stock of the Company or any Parent
      or
      Subsidiary, the term of the Incentive Stock Option shall be five (5) years
      from
      the date of grant or such shorter term as may be provided in the applicable
      Option Agreement.

    


    9.    Option
      Exercise Price; Exercisability.

    


    (a)    Exercise
      Price.
      The per
      share exercise price for the Shares to be issued pursuant to exercise of an
      Option shall be determined by the Administrator, subject to the following:
      

    


    (i)    In
      the
      case of an Incentive Stock Option 

    


    (A)    granted
      to an Employee who, at the time the Incentive Stock Option is granted, owns
      stock representing more than ten percent (10%) of the voting power of all
      classes of stock of the Company or any Parent or Subsidiary, the per Share
      exercise price shall be no less than 110% of the Fair Market Value per Share
      on
      the date of grant, or 

    


    (B)    granted
      to any Employee other than an Employee described in paragraph (A) immediately
      above, the per Share exercise price shall be no less than 100% of the Fair
      Market Value per Share on the date of grant.

    


    (ii)    In
      the
      case of a Nonstatutory Stock Option, the per Share exercise price shall be
      determined by the Administrator; provided, however, that the per Share exercise
      price of a Nonstatutory Stock Option shall be no less than 100% of the Fair
      Market Value per Share on the date of grant as (determined by the Administrator
      in good faith) in the case of a Nonstatutory Stock Option intended to qualify
      as
      "performance-based compensation" within the meaning of Section 162(m) of the
      Code.

    


    (iii)    Notwithstanding
      the foregoing, Options may be granted with a per Share exercise price of less
      than 100% (or 110%, if clause (i)(A) above applies) of the Fair Market Value
      per
      Share on the date of grant pursuant to a merger or other comparable corporate
      transaction.

    


    (b)    Exercise
      Period and Conditions.
      At the
      time that an Option is granted, the Administrator shall fix the period within
      which the Option may be exercised and shall determine any conditions that must
      be satisfied before the Option may be exercised.

     

    
      
        
        

      

      
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    10.    Exercise
      of Options; Consideration.


    (a)    Procedure
      for Exercise; Rights as a Shareholder.
      Any
      Option granted hereunder shall be exercisable according to the terms of the
      Plan
      and at such times and under such conditions as determined by the Administrator
      and set forth in the Option Agreement. Unless the Administrator provides
      otherwise, vesting of Options granted hereunder shall be tolled during any
      unpaid leave of absence. An Option may not be exercised for a fraction of a
      Share. An Option shall be deemed exercised when the Company receives: (i)
      written or electronic notice of exercise (in accordance with the Option
      Agreement) from the person entitled to exercise the Option, and (ii) full
      payment for the Shares with respect to which the Option is exercised. Full
      payment may consist of any consideration and method of payment authorized by
      the
      Administrator and permitted by the Option Agreement and Section 10(e) of the
      Plan. Shares issued upon exercise of an Option shall be issued in the name
      of
      the Optionee. Until the Shares are issued (as evidenced by the appropriate
      entry
      on the books of the Company or of a duly authorized transfer agent of the
      Company), no right to vote or receive dividends or any other rights as a
      shareholder shall exist with respect to the Optioned Stock, notwithstanding
      the
      exercise of the Option. The Company shall issue (or cause to be issued) such
      Shares promptly after the Option is exercised. No adjustment will be made for
      a
      dividend or other right for which the record date is prior to the date the
      Shares are issued, except as provided in Section 15 of the Plan. Exercising
      an
      Option in any manner shall decrease the number of Shares thereafter available,
      both for purposes of the Plan and for sale under the Option, by the number
      of
      Shares as to which the Option is exercised.

    


    (b)    Termination
      of Relationship as a Service Provider.
      If an
      Optionee ceases to be a Service Provider, other than upon the Optionee's death
      or Disability or upon a termination of such Optionee’s employment with Cause,
      the Optionee may exercise his or her Option within such period of time as is
      specified in the Option Agreement to the extent that the Option is vested on
      the
      date of termination (but in no event later than the expiration of the term
      of
      such Option as set forth in the Option Agreement). In the absence of a specified
      time in the Option Agreement and except as otherwise provided in Sections 10(c),
      10(d) and 10(e) of this Plan, the Option shall remain exercisable for three
      months following the Optionee's termination (but in no event later than the
      expiration of the term of such Option). If, on the date of termination, the
      Optionee is not vested as to his or her entire Option, the Shares covered by
      the
      unvested portion of the Option shall revert to the Plan. If, after termination,
      the Optionee does not exercise his or her Option in full within the time
      specified by the Administrator, the unexercised portion of the Option shall
      terminate, and the Shares covered by such unexercised portion of the Option
      shall revert to the Plan. An Optionee who changes his or her status as a Service
      Provider (e.g., from being an Employee to being a Consultant) shall not be
      deemed to have ceased being a Service Provider for purposes of this Section
      10(b), nor shall a transfer of employment among the Company and any Subsidiary
      be considered a termination of employment; however, if an Optionee owning
      Incentive Stock Options ceases being an Employee but continues as a Service
      Provider, such Incentive Stock Options shall be deemed to be Nonstatutory
      Options three months after the date of such cessation.

    


    (c)    Disability
      of an Optionee.
      If an
      Optionee ceases to be a Service Provider as a result of the Optionee's
      Disability, the Optionee may exercise his or her Option within such period
      of
      time as is specified in the Option Agreement to the extent the Option is vested
      on the date of termination (but in no event later than the expiration of the
      term of such Option as set forth in the Option Agreement). In the absence of
      a
      specified time in the Option Agreement, the Option shall remain exercisable
      for
      twelve (12) months following the Optionee’s termination (but in no event later
      than the expiration of the term of such Option). If, on the date of termination,
      the Optionee is not vested as to his or her entire Option, the Shares covered
      by
      the unvested portion of the Option shall revert to the Plan. If, after
      termination, the Optionee does not exercise his or her Option in full within
      the
      time specified herein, the unexercised portion of the Option shall terminate,
      and the Shares covered by such unexercised portion of the Option shall revert
      to
      the Plan.

     

    
      
        
        

      

      
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    (d)    Death
      of an Optionee.
      If an
      Optionee dies while a Service Provider, the Option may be exercised within
      such
      period of time as is specified in the Option Agreement (but in no event later
      than the expiration of the term of such Option as set forth in the Notice of
      Grant), by the Optionee's estate or by a person who acquires the right to
      exercise the Option by bequest or inheritance, but only to the extent that
      the
      Option is vested on the date of death. In the absence of a specified time in
      the
      Option Agreement, the Option shall remain exercisable for twelve (12) months
      following the Optionee's death ((but in no event later than the expiration
      of
      the term of such Option). If, at the time of death, the Optionee is not vested
      as to his or her entire Option, the Shares covered by the unvested portion
      of
      the Option shall revert to the Plan. If the Option is not so exercised in full
      within the time specified herein, the unexercised portion of the Option shall
      terminate, and the Shares covered by the unexercised portion of such Option
      shall revert to the Plan.

    


    (e)    Termination
      for Cause. If
      a
      Service Provider’s relationship with the Company is terminated for Cause, then,
      unless otherwise provided in such Service Provider’s Option Agreement, such
      Service Provider shall have no right to exercise any of such Service Provider’s
      Options at any time on or after the effective date of such termination.


    


    (f)    Form
      of Consideration.
      The
      Administrator shall determine the acceptable form of consideration for
      exercising an Option, including the method of payment. In the case of an
      Incentive Stock Option, the Administrator shall determine the acceptable form
      of
      consideration at the time of grant. Such consideration may consist entirely
      of:

    


    (i)    cash;

    


    (ii)    check;

    


    (iii)    other
      Shares which (A) in the case of Shares acquired upon exercise of an option
      at a
      time when the Company is subject to Section 16(b), have been owned by the
      Optionee for more than six months on the date of surrender, and (B) have a
      Fair
      Market Value on the date of surrender equal to the aggregate exercise price
      of
      the Shares as to which said Option shall be exercised;

    


    (iv)    consideration
      received by the Company under a cashless exercise program implemented by the
      Company in connection with the Plan;

    


    (v)    a
      reduction in the amount of any Company liability to the Optionee, including
      any
      liability attributable to the Optionee's participation in any Company-sponsored
      deferred compensation program or arrangement;

    


    (vi)    any
      combination of the foregoing methods of payment; or

    


    (vii)    such
      other consideration and method of payment for the issuance of Shares to the
      extent permitted by Applicable Laws.

    


    11.    Stock
      Awards.
      The
      Administrator may, in its sole discretion, grant (or sell at par value or such
      higher purchase price as it determines) Shares to any Service Provider subject
      to such terms and conditions as the Administrator sets forth in a Stock Award
      Agreement evidencing such grant. Stock Awards may be granted or sold in respect
      of past services or other valid consideration or in lieu of any cash
      compensation otherwise payable to such individual. The grant of Stock Awards
      under this Section 11 shall be subject to the following provisions:

     

    
      
        
        

      

      
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    (a)    At
      the time a
      Stock Award under this Section 11 is made, the Administrator shall establish
      a
      vesting period (the "Restricted Period") applicable to the Stock Award Shares
      subject to such Stock Award. The Administrator may, in its sole discretion,
      at
      the time a grant is made, prescribe restrictions in addition to the expiration
      of the Restricted Period, including the satisfaction of corporate or individual
      performance objectives. None of the Stock Award Shares may be sold, transferred,
      assigned, pledged or otherwise encumbered or disposed of during the Restricted
      Period applicable to such Stock Award Shares or prior to the satisfaction of
      any
      other restrictions prescribed by the Administrator with respect to such Stock
      Award Shares.

    


    (b)    The
      Company
      shall issue, in the name of each Service Provider to whom Stock Award Shares
      have been granted, stock certificates representing the total number of Stock
      Award Shares granted to such person, as soon as reasonably practicable after
      the
      grant. The Company, at the direction of the Administrator, shall hold such
      certificates, properly endorsed for transfer, for the Stock Awardee's benefit
      until such time as the Stock Award Shares are forfeited to the Company, or
      the
      restrictions lapse.

    


    (c)    Unless
      otherwise provided by the Administrator, holders of Stock Award Shares shall
      have the right to vote such Shares and have the right to receive any cash
      dividends with respect to such Shares. All distributions, if any, received
      by a
      Stock Awardee with respect to Stock Award Shares as a result of any stock split,
      stock distribution, combination of shares, or other similar transaction shall
      be
      subject to the restrictions of this Section 11. 

    


    (d)    Any
      Stock
      Award Shares granted to a Service Provider pursuant to the Plan shall be
      forfeited if the Stock Awardee voluntarily terminates employment with the
      Company or its subsidiaries or resigns or voluntarily terminates his consultancy
      arrangement or directorship with the Company or its subsidiaries, or if the
      Stock Awardee's employment or the consultant's consultancy arrangement or
      directorship is terminated for Cause prior to the expiration or termination
      of
      the applicable Restricted Period and the satisfaction of any other conditions
      applicable to such Stock Award Shares. Upon such forfeiture, the Stock Award
      Shares that are forfeited shall be retained in the treasury of the Company
      and
      be available for subsequent awards under the Plan. If the Stock Awardee's
      employment, consultancy arrangement or directorship terminates for any other
      reason, the Stock Award Shares held by such person shall be forfeited, unless
      the Administrator, in its sole discretion, shall determine
      otherwise.

     

    (e)    Upon
      the
      expiration or termination of the Restricted Period and the satisfaction of
      any
      other conditions prescribed by the Committee, the restrictions applicable to
      the
      Stock Award Shares shall lapse and, at the Stock Awardee’s request, a stock
      certificate for the number of Stock Award Shares with respect to which the
      restrictions have lapsed shall be delivered, free of all such restrictions,
      to
      the Stock Awardee or his beneficiary or estate, as the case may be.

    


    12.    Restricted
      Stock Units.
      The
      Committee may, in its sole discretion, grant Restricted Stock Units to a Service
      Provider subject to such terms and conditions as the Committee sets forth in
      a
      Stock Award Agreement evidencing such grant. “Restricted Stock Units” are Awards
      denominated in units evidencing the right to receive Shares of Common Stock,
      which may vest over such period of time and/or upon satisfaction of such
      performance criteria or objectives as is determined by the Committee at the
      time
      of grant and set forth in the applicable Stock Award Agreement, without payment
      of any amounts by the Stock Awardee thereof (except to the extent required
      by
      law). Prior to delivery of shares of Common Stock with respect to an award
      of
      Restricted Stock Units, the Stock Awardee shall have no rights as a stockholder
      of the Company.

    


    Upon
      satisfaction and/or achievement of the applicable vesting requirements relating
      to an award of Restricted Stock Units, the Stock Awardee shall be entitled
      to
      receive a number of shares of Common Stock that are equal to the number of
      Restricted Stock Units that became vested. To the extent, if any, set forth
      in
      the applicable Stock Award Agreement, cash dividend

     

    
      
        
        

      

      
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    equivalents
      may be paid during, or may be accumulated and paid at the end of, the applicable
      vesting period, as determined by the Committee. 

    


    Unless
      otherwise provided by the Stock Award Agreement, any Restricted Stock Units
      granted to a Service Provider pursuant to the Plan shall be forfeited if the
      Stock Awardee terminates employment or his or her consultancy arrangement with
      the Company or its subsidiaries terminates for any reason prior to the
      expiration or termination of the applicable vesting period and/or the
      achievement of such other vesting conditions applicable to the award.


    


    Prior
      to
      the delivery of any shares of Common Stock in connection with an award of
      Restricted Stock Units, the Stock Awardee shall pay or make adequate provision
      acceptable to the Company for the satisfaction of the statutory minimum
      prescribed amount of federal and state income tax and other withholding
      obligations of the Company, including by having the Company withhold from the
      number of shares of Common Stock otherwise deliverable in connection with an
      award of Restricted Stock Units, a number of shares of Common Stock having
      a
      Fair Market Value equal to an amount sufficient to satisfy such tax withholding
      obligations. 

    


    13.    Unrestricted
      Shares.
      The
      Administrator may grant Unrestricted Shares in accordance with the following
      provisions: 

    


    (a)    The
      Administrator may cause the Company to grant Unrestricted Shares to Service
      Providers at such time or times, in such amounts and for such reasons as the
      Administrator, in its sole discretion, shall determine. No payment shall be
      required for Unrestricted Shares.

    


    (b)    The
      Company
      shall issue, in the name of each Service Provider to whom Unrestricted Shares
      have been granted, stock certificates representing the total number of
      Unrestricted Shares granted to such individual, and shall deliver such
      certificates to such Service Provider as soon as reasonably practicable after
      the date of grant or on such later date as the Administrator shall determine
      at
      the time of grant.

    


    14.    Non-Transferability.
      Unless
      determined otherwise by the Administrator, an Option may not be sold, pledged,
      assigned, hypothecated, transferred, or disposed of in any manner other than
      by
      will or by the laws of descent or distribution and may be exercised, during
      the
      lifetime of the Optionee, only by the Optionee. If the Administrator makes
      an
      Option transferable, such Option shall contain such additional terms and
      conditions as the Administrator deems appropriate. Notwithstanding the
      foregoing, the Administrator, in its sole discretion, may provide in the Option
      Agreement regarding a given Option that the Optionee may transfer, without
      consideration for the transfer, his or her Nonstatutory Stock Options to members
      of his or her immediate family, to trusts for the benefit of such family
      members, or to partnerships in which such family members are the only partners,
      provided that the transferee agrees in writing with the Company to be bound
      by
      all of the terms and conditions of this Plan and the applicable Option. During
      the period when Shares of Restricted Stock and Stock Award Shares are restricted
      (by virtue of vesting schedules or otherwise), such Shares may not be sold,
      pledged, assigned, hypothecated, transferred, or disposed of in any manner
      other
      than by will or by the laws of descent or distribution.

    


    15.    Adjustments
      Upon Changes in Capitalization, Dissolution, Merger or Asset
      Sale.

    


    (a)    Changes
      in Capitalization.
      Subject
      to any required action by the shareholders of the Company, the number of Shares
      of Common Stock covered by each outstanding Option and Stock Award, the number
      of Shares of Restricted Stock outstanding and the number of Shares of Common
      Stock which have been authorized for issuance under the Plan but as to which
      no
      Options or Stock Awards have yet been granted or which have been returned to
      the
      Plan upon cancellation or expiration of

     

    
      
        
        

      

      
        -10-

        
          

        

      

      
        
        

      

    


    an
      Option
      or Stock Award, as well as the price per share of Common Stock covered by each
      such outstanding Option, shall be proportionately adjusted for any increase
      or
      decrease in the number of issued shares of Common Stock resulting from a stock
      split, reverse stock split, stock dividend, combination or reclassification
      of
      the Common Stock, or any other increase or decrease in the number of issued
      shares of Common Stock effected without receipt of consideration by the Company;
      provided, however, that conversion of any convertible securities of the Company
      shall not be deemed to have been "effected without receipt of consideration."
      Such adjustment shall be made by the Administrator, whose determination in
      that
      respect shall be final, binding and conclusive. Except as expressly provided
      herein, no issuance by the Company of shares of stock of any class, or
      securities convertible into shares of stock of any class, shall affect, and
      no
      adjustment by reason thereof shall be made with respect to, the number or price
      of Shares of Common Stock subject to an Award hereunder.

    


    (b)    Dissolution
      or Liquidation.
      In the
      event of the proposed dissolution or liquidation of the Company, the
      Administrator shall notify each Optionee as soon as practicable prior to the
      effective date of such proposed dissolution or liquidation. The Administrator
      in
      its discretion may provide for an Optionee to have the right to exercise his
      or
      her Option until ten (10) days prior to such transaction as to all of the Shares
      covered thereby, including Shares as to which an applicable Option would not
      otherwise be exercisable. In addition, the Administrator may provide that any
      Company repurchase option applicable to any Shares purchased upon exercise
      of an
      Option or applicable to any Stock Award shall lapse as to all such Shares,
      provided the proposed dissolution or liquidation takes place at the time and
      in
      the manner contemplated. To the extent it has not been previously exercised,
      an
      Option will terminate immediately prior to the consummation of such proposed
      action.

    


    (c)    Merger
      or Asset Sale.
      In the
      event of a merger or consolidation of the Company with or into another
      corporation or any other entity or the exchange of substantially all of the
      outstanding stock of the Company for shares of another entity or other property
      in which, after any such transaction the prior shareholders of the Company
      own
      less than fifty percent (50%) of the voting shares of the continuing or
      surviving entity, or in the event of the sale of all or substantially all of
      the
      assets of the Company, (any such event, a “Change of Control”), then, absent a
      provision to the contrary in any particular Option Agreement or Stock Award
      (in
      which case the terms of such Option Agreement or Stock Award shall supercede
      each of the provisions of this Section 15(c) which are inconsistent with such
      Option Agreement or Stock Award), the Optionees shall fully vest in and have
      the
      right to exercise each outstanding Option as to all of the Optioned Stock
      covered thereby, including Shares which would not otherwise be vested or
      exercisable, and all vesting periods under Stock Awards shall be deemed to
      have
      been satisfied. In the event that the Administrator determines that the
      successor corporation or a Parent or a Subsidiary of the successor corporation
      has refused to assume or substitute an equivalent option, then the Administrator
      shall notify all Optionees that all outstanding Options shall be fully
      exercisable for a period of fifteen (15) days from the date of such notice
      and
      that any Options that are not exercised within such period shall terminate
      upon
      the expiration of such period. For the purposes of this paragraph, all
      outstanding Options shall be considered assumed if, following the consummation
      of the Change of Control, the Option confers the right to purchase or receive,
      for each Share of Optioned Stock subject to the Option immediately prior to
      the
      consummation of the Change of Control, the consideration (whether stock, cash,
      or other property) received in the Change of Control by holders of Common Stock
      for each Share held on the effective date of the transaction (and if holders
      were offered a choice of consideration, the type chosen by the holders of a
      majority of the outstanding Shares); provided, however, that if such
      consideration received in the Change of Control is not solely common stock
      of
      the successor corporation or its Parent, the Administrator may, with the consent
      of the successor corporation, provide for the consideration to be received
      upon
      the exercise of the Option, for each Share of Optioned Stock subject to the
      Option, to be solely common stock of the successor corporation or its Parent
      or
      Subsidiary equal in fair market value to the per share consideration received
      by
      holders of Common Stock in the Change of Control.

     

    
      
        
        

      

      
        -11-

        
          

        

      

      
        
        

      

    

     

    16.    Substitute
      Options.
      In the
      event that the Company, directly or indirectly, acquires another entity, the
      Board may authorize the issuance of stock options (“Substitute Options”) to the
      individuals performing services for the acquired entity in substitution of
      stock
      options previously granted to those individuals in connection with their
      performance of services for such entity upon such terms and conditions as the
      Board shall determine, taking into account the conditions of Code Section
      424(a), as from time to time amended or superceded, in the case of a Substitute
      Option that is intended to be an Incentive Stock Option. Shares of capital
      stock
      underlying Substitute Stock Options shall not constitute Shares issued pursuant
      to the Plan for any purpose.

    


    17.    Date
      of Grant.
      The
      date of grant of an Option, Stock Award or Unrestricted Share shall be, for
      all
      purposes, the date on which the Administrator makes the determination granting
      such Option, Stock Award or Unrestricted Share, or such other later date as
      is
      determined by the Administrator. Notice of the determination shall be provided
      to each grantee within a reasonable time after the date of such
      grant.

    


    18.    Amendment
      and Termination of the Plan.

    


    (a)    Amendment
      and Termination.
      The
      Board may at any time amend, alter, suspend or terminate the Plan. 

    


    (b)    Shareholder
      Approval.
      The
      Company shall obtain shareholder approval of any Plan amendment to the extent
      necessary to comply with Applicable Laws.

    


    (c)    Effect
      of Amendment or Termination.
      No
      amendment, alteration, suspension or termination of the Plan shall impair the
      rights of any grantee, unless mutually agreed otherwise between the grantee
      and
      the Administrator, which agreement must be in writing and signed by the grantee
      and the Company. Termination of the Plan shall not affect the Administrator's
      ability to exercise the powers granted to it hereunder with respect to Awards
      granted under the Plan prior to the date of such termination.

    


    19.    Conditions
      Upon Issuance of Shares.

    


    (a)    Legal
      Compliance.
      Shares
      shall not be issued in connection with the grant of any Stock Award or
      Unrestricted Share or the exercise of any Option unless such grant or the
      exercise of such Option and the issuance and delivery of such Shares shall
      comply with Applicable Laws and shall be further subject to the approval of
      counsel for the Company with respect to such compliance.

    


    (b)    Investment
      Representations.
      As a
      condition to the grant of any Stock Award or Unrestricted Share or the exercise
      of any Option, the Company may require the person receiving such Award or
      exercising such Option to represent and warrant at the time of any such exercise
      or grant that the Shares are being purchased only for investment and without
      any
      present intention to sell or distribute such Shares if, in the opinion of
      counsel for the Company, such a representation is required.

    


    (c)    Additional
      Conditions.
      The
      Administrator shall have the authority to condition the grant of any Award
      in
      such other manner that the Administrator determines to be appropriate, provided
      that such condition is not inconsistent with the terms of the Plan. Such
      conditions may include, among other things, obligations of recipients to execute
      lock-up agreements and shareholder agreements in the future.

     

    
      
        
        

      

      
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    (d)    Trading
      Policy Restrictions.
      Option
      exercises and other Awards under the Plan shall be subject to the terms and
      conditions of any insider trading policy established by the Company or the
      Administrator.

    


    20.    Inability
      to Obtain Authority.
      The
      inability of the Company to obtain authority from any regulatory body having
      jurisdiction, which authority is deemed by the Company's counsel to be necessary
      to the lawful issuance and sale of any Shares hereunder, shall relieve the
      Company of any liability in respect of the failure to issue or sell such Shares
      as to which such requisite authority shall not have been obtained.

    


    21.    Reservation
      of Shares.
      The
      Company, during the term of this Plan, will at all times reserve and keep
      available such number of Shares as shall be sufficient to satisfy the
      requirements of the Plan.

    


    22.    Shareholder
      Approval.
      The
      Plan shall be subject to approval by the shareholders of the Company within
      twelve (12) months after the date the Plan is adopted. Such shareholder approval
      shall be obtained in the manner and to the degree required under Applicable
      Laws. Notwithstanding any provision in the Plan to the contrary, any exercise
      of
      an Option granted before the Company has obtained shareholder approval of the
      Plan in accordance with this Section 22 shall be conditioned upon obtaining
      such
      shareholder approval of the Plan in accordance with this Section
      22.

    


    23.    Withholding;
      Notice of Sale.
      The
      Company shall be entitled to withhold from any amounts payable to an Employee
      any amounts which the Company determines, in its discretion, are required to
      be
      withheld under any Applicable Law as a result of any action taken by a holder
      of
      an Award. 

    


    24.    Governing
      Law.
      This
      Plan shall be governed by the laws of the state of Delaware, without regard
      to
      conflict of law principles.

     

    
      
        
        

      

      -13-