Exhibit 4.1


GEOKINETICS INC.

2007 STOCK AWARDS PLAN


Purpose.   The purpose of the GEOKINETICS INC. 2007
STOCK AWARDS PLAN (the “Plan”) is to provide a means through which
GEOKINETICS INC., a Delaware corporation (the “Company”), and its
subsidiaries, may attract, retain and motivate employees, directors and persons
affiliated with the Company and to provide a means whereby such persons can
acquire and maintain stock ownership, thereby strengthening their concern for
the welfare of the Company. A further purpose of the Plan is to provide such
participants with additional incentive and reward opportunities designed to
enhance the profitable growth and increase stockholder value of the Company.
Accordingly, the Plan provides for granting Incentive Stock Options, options
that do not constitute Incentive Stock Options, Stock Appreciation Rights,
Restricted Stock Awards, Phantom Stock Awards, or any combination of the
foregoing, as is best suited to the particular circumstances as provided
herein.


Definitions.   The following definitions shall be applicable
throughout the Plan unless specifically modified by any paragraph:


(a)   “Affiliates”
means any entity which directly or indirectly through one or more
intermediaries is controlled by the Company.


(b)   “Award” means,
individually or collectively, any Option, Restricted Stock Award, Phantom Stock
Award or Stock Appreciation Right.


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


(d)   “Change of Control”
means the occurrence of any of the following events: (i) the Company shall not
be the surviving entity in any merger, consolidation or other reorganization
(or survives only as a subsidiary of an entity other than a previously
wholly-owned subsidiary of the Company), (ii) the Company sells, leases or exchanges
all or substantially all of its assets to any other person or entity (other
than a wholly-owned subsidiary of the Company), (iii) the Company is to be
dissolved and liquidated, (iv) any person or entity, including a “group” as
contemplated by Section 13(d)(3) of the 1934 Act, acquires or gains ownership
or control (including, without limitation, power to vote) of more than 50% of
the outstanding shares of the Company’s voting stock (based upon voting power),
or (v) as a result of or in connection with a contested election of directors,
the persons who were directors of the Company before such election shall cease
to constitute a majority of the Board.  Notwithstanding the foregoing, a “Change
of Control” shall not include any transaction or series of related transactions
in which a stockholder or any “group” (as contemplated by Section 13(d)(3) of
the 1934 Act) of which such stockholder is a member that, as of the date of
approval of the Plan by the Board, owns more than 25% of the outstanding shares
of the Company’s voting stock (based upon the voting power of all shares of the
Company’s capital stock, the holders of which are entitled to vote for the
election of members of the Board) acquires, directly or indirectly, more than
50% of the outstanding shares of the Company’s voting stock, but less than 75%
of the outstanding shares of the Company’s voting stock (based, in either such
case, upon the voting power of all shares of the Company’s capital stock, the
holders of which are entitled to vote for the election of members of the
Board).


(e)   “Change of Control
Value” means (i) the per share price offered to stockholders of
the Company in any merger, consolidation, reorganization, sale of assets or
dissolution transaction, (ii) the price per share offered to stockholders
of the Company in any tender offer or exchange offer whereby a Change of
Control takes place, or (iii) if a Change of Control occurs other than
pursuant (i) or (ii) above, the Fair Market Value per share of the
shares into which Awards are exercisable, as determined by the Committee,
whichever is applicable. In the event that the consideration offered to
stockholders of the Company consists of anything other than cash, the Committee
shall determine the fair cash equivalent of the portion of the consideration
offered which is other than cash.



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(f)   “Code”
means the Internal Revenue Code of 1986, as amended. Reference in the Plan to
any section of the Code shall be deemed to include any amendments or successor
provisions to any section and any regulations under such section.


(g)   “Committee”
means the Board or any Compensation Committee of the Board which shall be
constituted as required by applicable law including in the case of a Committee
administering the Plan in accordance with the requirements of Rules 163b-3
or Section 162(m) of the Code, (i) as to permit the Plan to
comply with Rule 16b-3, and (ii) solely of “outside directors,”
within the meaning of Section 162(m) of the Code and applicable
interpretive authority thereunder.


(h)   “Company”
means Geokinetics Inc.


(i)   “Director”
means an individual elected to the Board by the stockholders of the Company or
by the Board under applicable corporate law who is serving on the Board on the
date the Plan is adopted by the Board or is elected to the Board after such
date.


(j)   An “employee”
means any person (including an officer or a Director) in an employment
relationship with the Company or any Parent or Subsidiary.


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


(l)   “Fair Market Value”
means, as of any specified date, the mean of the high and low sales prices of
the Stock (i) reported by any interdealer quotation system on which the
Stock is quoted on that date or (ii) if the Stock is listed on a national
stock exchange, reported on the stock exchange composite tape on that date; or,
in either case, if no prices are reported on that date, on the last preceding
date on which such prices of the Stock are so reported. If the Stock is traded
over the counter at the time a determination of its Fair Market Value is
required to be made hereunder, its fair market value shall be deemed to be
equal to the average between the reported high and low or closing bid and asked
prices of Stock on the most recent date on which Stock was publicly traded. In
the event Stock is not publicly traded at the time a determination of its value
is required to be made hereunder, the determination of its fair market value
shall be made by the Committee in such manner as it deems appropriate.


(m)   “Holder”
means a Participant who has been granted an Award.


(n)   “Incentive Stock
Option” means an incentive stock option within the meaning of
Section 422(b) of the Code.


(o)   “Nonqualified Stock
Option” means an option granted under Section 7 of the Plan to
purchase Stock that does not constitute an Incentive Stock Option.


(p)   “Option”
means an Award granted under Section 7 of the Plan and includes both
Incentive Stock Options to purchase Stock and Nonqualified Stock Options to
purchase Stock.


(q)   “Option Agreement”
means a written agreement between the Company and a Holder with respect to an
Option.


(r)   “Parent”
means any corporation (other than the Company) in an unbroken chain of
corporations ending with the Company if, at the time of grant of the Award,
each of the corporations other than the Company owns stock possessing 50% or
more of the total combined voting power of all classes of stock in one of the
other corporations in such chain. A corporation that attains the status of a
Parent on a date after the adoption of the Plan shall be considered a Parent
commencing as of such date.


(s)   “Participant”
means individually or collectively, an employee, member of the Board or person
affiliated with the Company, any Parent or Subsidiary or any of its Affiliates,
who participates in the Plan.


(t)   “Phantom Stock Award”
means an Award granted under Section 10 of the Plan.


(u)   “Phantom Stock Award
Agreement” means a written agreement between the Company and a
Holder with respect to a Phantom Stock Award.



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(v)   “Restricted Stock
Agreement” means a written agreement between the Company and a
Holder with respect to a Restricted Stock Award.


(w)   “Restricted Stock
Award” means an Award granted under Section 9 of the Plan.


(x)   “Rule 16b-3”
means Rule 16b-3 promulgated by the Securities and Exchange Commission
under the 1934 Act, as such may be amended from time to time, and any successor
rule, regulation or statute fulfilling the same or a similar function.


(y)   “Spread”
means, in the case of a Stock Appreciation Right, an amount equal to the
excess, if any, of the Fair Market Value of a share of Stock on the date such
right is exercised over the price designated in such Stock Appreciation Right.


(z)   “Stock”
means the Common Stock par value, $.01 per share, of the Company.


(aa)   “Stock Appreciation
Right” means an Award granted under Section 8 of the Plan.


(bb)   “Stock Appreciation
Rights Agreement” means a written agreement between the Company and
a Holder with respect to an Award of Stock Appreciation Rights.


(cc)   “Subsidiary”
means any corporation (other than the Company) in an unbroken chain of
corporations beginning with the Company if, at the time of grant of the Award,
each of the corporations other than the last corporation in the unbroken chain
owns stock possessing 50% or more of the total combined voting power of all
classes of stock in one of the other corporations in such chain. A corporation
that attains the status of a Subsidiary on a date after the adoption of the
Plan shall be considered a Subsidiary commencing as of such date.


3.   Effective Date and
Term.   The Plan shall be effective upon its adoption by
the Board, provided that the Plan has been or is approved by the stockholders
of the Company within twelve months of its adoption by the Board. No further
Awards may be granted under the Plan on or after the date which is ten years
following the effective date. The Plan shall remain in effect until all Awards
granted under the Plan have been satisfied or expired.


4.   Administration.  
The Plan shall be administered by the Board or by the Committee as
authorized by the Board (hereinafter where the term “Committee” is used “Board”
shall be substituted, if no Committee has been established). Subject to the
provisions of the Plan, the Committee shall have sole authority, in its
discretion, to determine which Participant shall receive an Award, the time or
times when such Award shall be made, whether an Incentive Stock Option,
Nonqualified Stock Option or Stock Appreciation Right, Restricted Stock Award
or Phantom Stock Award shall be granted, the number of shares of Stock which
may be issued under each Option, Stock Appreciation Right or Restricted Stock
Award, and the value of each Phantom Stock Award. In making such determinations
the Committee may take into account the nature of the services rendered by the
respective Participants, their present and potential contributions to the
Company’s success and such other factors as the Committee in its discretion
shall deem relevant. The Committee shall have such additional powers as are
delegated to it by the other provisions of the Plan. Subject to the express
provisions of the Plan, the Committee is authorized to construe the Plan and
the respective agreements executed thereunder, to prescribe such rules and
regulations relating to the Plan as it may deem advisable to carry out the
Plan, and to determine the terms, restrictions and provisions of each Award,
including such terms, restrictions and provisions as shall be requisite in the
judgment of the Committee to cause designated Options to qualify as Incentive
Stock Options, and to make all other determinations necessary or advisable for
administering the Plan.  The Committee
may correct any defect or supply any omission or reconcile any inconsistency in
any agreement relating to an Award in the manner and to the extent it shall
deem expedient to carry it into effect. The determinations of the Committee on
the matters referred to in this Section 4 shall be conclusive.


5.   Shares Subject to the
Plan.   Subject to Section 11, the aggregate number
of shares of Stock that may be issued under the Plan shall be 750,000 shares of
which up to 50% or 375,000 shares may be issued under the Plan as Restricted
Stock Awards. The Stock to be offered pursuant to the grant of an Award may be
authorized but unissued Stock or Stock previously issued and outstanding and
reacquired by the Company. Shares of Stock shall be deemed to have been issued
under the Plan only to the extent actually issued and 



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delivered
pursuant to an Award. To the extent that an Award lapses or the rights of its
Holder terminate or the Award is paid in cash, any shares of Stock subject to
such Award shall again be available for the grant of an Award. Separate stock
certificates shall be issued by the Company for those shares acquired pursuant
to the exercise of an Incentive Stock Option and for those shares acquired
pursuant to the exercise of a Nonqualified Stock Option.


6.   Eligibility.  
Awards may be granted only to persons who, at the time of grant, are
employees, members of the Board or persons affiliated with the Company or any
of its Affiliates. An Award may be granted on more than one occasion to the
same person, and, subject to the limitations set forth in the Plan, such Award may
include an Incentive Stock Option or a Nonqualified Stock Option, a Stock
Appreciation Right, a Restricted Stock Award, a Phantom Stock Award or any
combination thereof.


7.   Stock Options.


(a)   Option
Period.   The term of each Option shall be as specified by
the Committee at the date of grant, but in no event shall exceed ten years.


(b)   Limitations on
Exercise of Option.   An Option shall be exercisable in
whole or in such installments and at such times as determined by the Committee.


(c)   Special Limitations
on Incentive Stock Options.   Incentive Stock Options may
only be granted to employees of the Company or any Parent or Subsidiary. To the
extent that the aggregate Fair Market Value (determined at the time the
respective Incentive Stock Option is granted) of Stock with respect to which
Incentive Stock Options are exercisable for the first time by an individual
during any calendar year (under all “incentive stock option” plans of the
Company and any Parent or Subsidiary) exceeds $100,000, the Incentive Stock
Options covering shares of Stock in excess of $100,000 (but not Incentive Stock
Options covering Stock up to $100,000) shall be treated as Nonqualified Stock
Options as determined by the Committee. The Committee shall determine, in
accordance with applicable provisions of the Code, Treasury Regulations and
other administrative pronouncements, which of an optionee’s Incentive Stock
Options will not constitute Incentive Stock Options because of such limitation
and shall notify the optionee of such determination as soon as practicable
after such determination. No Incentive Stock Option shall be granted to an
individual if, at the time the Option is granted, such individual owns stock
possessing more than 10% of the total combined voting power of all classes of
stock of the Company or of its Parent or Subsidiary, within the meaning of
Section 422(b)(6) of the Code, unless (i) at the time such
Option is granted the option price is at least 110% of the Fair Market Value of
the Stock subject to the Option and (ii) such Option by its terms is not
exercisable after the expiration of five years from the date of grant.


(d)   Option
Agreement.   Each Option shall be evidenced by an Option
Agreement in such form and containing such provisions not inconsistent with the
provisions of the Plan as the Committee from time to time shall approve,
including, without limitation, provisions to qualify an Incentive Stock Option
under Section 422 of the Code. An Option Agreement may provide for the
payment of the option price, in whole or in part, by the delivery of a number
of shares of Stock (plus cash if necessary) having a Fair Market Value equal to
such option price. Payment in full or in part may also be made by reduction in
the number of shares of Stock issuable upon the exercise of an Option, based on
the Fair Market Value of the shares of 
Stock on the date the Option is exercised. Each Option Agreement shall
provide that the Option may not be exercised earlier than 30 days from the
date of grant and shall specify the effect of termination of employment or
service on the exercisability of the Option. Moreover, an Option Agreement may
provide for a “cashless exercise” of the Option by establishing procedures
whereby the Holder, by a properly-executed written notice, directs (i) an
immediate market sale or margin loan respecting all or a part of the shares of
Stock to which he is entitled upon exercise pursuant to an extension of credit
by the Company to the Holder of the option price, (ii) the delivery of the
shares of Stock from the Company directly to a brokerage firm and
(iii) the delivery of the option price from the sale or margin loan
proceeds from the brokerage firm directly to the Company. Such Option Agreement
may also include, without limitation, provisions relating to (i) vesting
of Options, subject to the provisions hereof accelerating such vesting on a
Change of Control, (ii) tax matters (including provisions
(y) permitting the delivery of additional shares of Stock or the
withholding of shares of Stock from those acquired upon exercise to satisfy
federal, state or local income tax withholding requirements and
(z) dealing 



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with
any other applicable employee wage withholding requirements), and
(iii) any other matters not inconsistent with the terms and provisions of
this Plan that the Committee shall in its sole discretion determine. The terms
and conditions of the respective Option Agreements need not be identical.


(e)   Option Price and
Payment.   The price at which a share of Stock may be
purchased upon exercise of an Option shall be determined by the Committee, but
such purchase price shall not be less than, the Fair Market Value of Stock
subject to an Option on the date the Option is granted and (ii) such
purchase price shall be subject to adjustment as provided in Section 11.
The Option or portion thereof may be exercised by delivery of an irrevocable
notice of exercise to the Company. The purchase price of the Option or portion
thereof shall be paid in full in the manner prescribed by the Committee.


(f)   Stockholder Rights
and Privileges.   The Holder shall be entitled to all the
privileges and rights of the stockholder only with respect to such shares of
Stock as have been purchased under the Option and for which certificates of
stock have been registered in the Holder’s name.


(g)   Options and Rights
in Substitution for Stock Options Granted by Other Corporations.   Options
and Stock Appreciation Rights may be granted under the Plan from time to time
in substitution for stock options held by individuals employed by corporations
who become employees as a result of a merger or consolidation of the employing
corporation with the Company or any Subsidiary, or the acquisition by the
Company or Subsidiary of the assets of the employing corporation, or the acquisition
by the Company or Subsidiary of stock of the employing corporation with the
result that such employing corporation becomes a Subsidiary.


8.   Stock Appreciation Rights.


(a)   Stock Appreciation
Rights.   A Stock Appreciation Right is the right to receive
an amount equal to the Spread with respect to a share of Stock upon the
exercise of such Stock Appreciation Right. Stock Appreciation Rights may be
granted in connection with the grant of an Option, in which case the Option
Agreement will provide that the Stock Appreciation Right shall be cancelled
when and to the extent the related Option is exercised and that exercise of
Stock Appreciation Rights will result in the surrender of the right to purchase
the shares under the Option as to which the Stock Appreciation Rights were
exercised. Alternatively, Stock Appreciation Rights may be granted
independently of Options in which case each Award of Stock Appreciation Rights
shall be evidenced by a Stock Appreciation Rights Agreement which shall contain
such terms and conditions as may be approved by the Committee. The Spread with
respect to a Stock Appreciation Right shall be payable in cash, shares of Stock
with a Fair Market Value equal to the Spread or in a combination of cash and
shares of Stock, as determined by the Committee at the time of grant. Each
Stock Appreciation Rights Agreement shall provide that the Stock Appreciation
Rights may not be exercised earlier than 30 days from the date of grant
and shall specify the effect of termination of employment or service on the
exercisability of the Stock Appreciation Rights.


(b)   Other Terms and
Conditions.   At the time of such Award, the Committee,
may in its sole discretion, prescribe additional terms, conditions or
restrictions relating to Stock Appreciation Rights, including but not limited
to rules pertaining to termination of employment or service (by
retirement, disability, death or otherwise) of a Holder prior to the expiration
of such Stock Appreciation Rights. Such additional terms, conditions or restrictions
shall be set forth in the Stock Appreciation Rights Agreement made in
conjunction with the Award. Such Stock Appreciation Rights Agreements may also
include, without limitation, provisions relating to (i) vesting of Awards,
subject to the provisions hereof accelerating vesting on a Change of Control,
(ii) tax matters (including provisions covering applicable wage
withholding requirements), and (iii) any other matters not inconsistent
with the terms and provisions of this Plan, that the Committee shall in its
sole discretion determine. The terms and conditions of the respective Stock
Appreciation Rights Agreements need not be identical.


(c)   Award
Price.   The award price of each Stock Appreciation Right
shall be determined by the Committee, but such award price (i) shall not
be less than the Fair Market Value of a share of Stock on the date the Stock
Appreciation Right is granted (or such greater exercise price as may be
required if such Stock Appreciation Right is granted in connection with an Incentive
Stock Option that must have an exercise price equal to 110% of the Fair Market
Value of the Stock on the date of grant pursuant to Section 7(c), and
(ii) shall be subject to adjustment as provided in Section 11.



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(d)   Exercise
Period.   The term of each Stock Appreciation Right shall
be as specified by the Committee at the date of grant, but in no event shall
exceed ten years.


(e)   Limitations on
Exercise of Stock Appreciation Right.   A Stock
Appreciation Right shall be exercisable in whole or in such installments and at
such times as determined by the Committee.


9.   Restricted Stock Awards.


(a)   Forfeiture
Restrictions to be Established by the Committee.   Shares
of Stock that are the subject of a Restricted Stock Award shall be subject to
restrictions on disposition by the Holder and an obligation of the Holder to
forfeit and surrender the shares to the Company under certain circumstances
(the “Forfeiture Restrictions”). The Forfeiture Restrictions shall be
determined by the Committee in its sole discretion, and the Committee may
provide that the Forfeiture Restrictions shall lapse upon (i) the
attainment of business objectives established by the Committee that are based
on (1) the price of a share of Stock, (2) the Company’s earnings per
share, (3) the Company’s revenue, (4) the revenue of a business unit
of the Company designated by the Committee, (5) the return on stockholders’
equity achieved by the Company, (6) the Company’s pre-tax cash flow from
operations, or (7) similar criteria established by the Committee,
(ii) the Holder’s continued employment or service with the Company,
Parent, Subsidiary or Affiliate for a specified period of time, or
(iii) other measurements of individual, business unit or Company
performance, including subjective goals. Each Restricted Stock Award may have
different Forfeiture Restrictions, in the discretion of the Committee. The
Forfeiture Restrictions applicable to a particular Restricted Stock Award shall
not be changed except as permitted by Section 9(b) or Section 11.


(b)   Other Terms and
Conditions.   Stock awarded pursuant to a Restricted Stock
Award shall be represented by a stock certificate registered in the name of the
Holder of such Restricted Stock Award. The Holder shall have the right to
receive dividends with respect to Stock subject to a Restricted Stock Award, to
vote Stock subject thereto and to enjoy all other stockholder rights, except
that (i) the Holder shall not be entitled to delivery of the stock
certificate until the Forfeiture Restrictions shall have expired, (ii) the
Company shall retain custody of the Stock until the Forfeiture Restrictions
shall have expired, (iii) the Holder may not sell, transfer, pledge,
exchange, hypothecate or otherwise dispose of the Stock until the Forfeiture Restrictions
shall have expired, and (iv) a breach of the terms and conditions
established by the Committee pursuant to the Restricted Stock Agreement, shall
cause a forfeiture of the Restricted Stock Award. At the time of such Award,
the Committee may, in its sole discretion, prescribe additional terms,
conditions or restrictions relating to Restricted Stock Awards, including, but
not limited to, rules pertaining to the termination of employment or
service (by retirement, disability, death or otherwise) of a Holder prior to
expiration of the Forfeiture Restrictions. Such additional terms, conditions or
restrictions shall be set forth in a Restricted Stock Agreement made in
conjunction with the Award. Such Restricted Stock Agreement may also include,
without limitation, provisions relating to (i) subject to the provisions
hereof accelerating vesting on a Change of Control, vesting of Awards,
(ii) tax matters (including provisions (y) covering any applicable
employee wage withholding requirements and (z) prohibiting an election by
the Holder under Section 83(b) of the Code), and (iii) any other
matters not inconsistent with the terms and provisions of this Plan that the
Committee shall in its sole discretion determine. The terms and conditions of
the respective Restricted Stock Agreements need not be identical.


(c)   Payment for
Restricted Stock.   The Committee shall determine the
amount and form of any payment for Stock received pursuant to a Restricted
Stock Award, provided that in the absence of such a determination, a Holder
shall not be required to make any payment for Stock received pursuant to a
Restricted Stock Award, except to the extent otherwise required by law.


(d)   Agreements.  
At the time any Award is made under this Section 9, the Company
and the Holder shall enter into a Restricted Stock Agreement setting forth each
of the matters as the Committee may determine to be appropriate. The terms and
provisions of the respective Restricted Stock Agreements need not be identical.



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10.   Phantom Stock Awards.


(a)   Phantom Stock
Awards.   Phantom Stock Awards are rights to receive an
amount equal to the Fair Market Value of Stock over a specified period of time,
which vest over a period of time or upon the occurrence of an event (including
without limitation a Change of Control) as established by the Committee,
without payment of any amounts by the Holder thereof (except to the extent
otherwise required by law). Each Phantom Stock Award may have a maximum value
established by the Committee at the time of such Award.


(b)   Award
Period.   The Committee shall establish, with respect to
and at the time of each Phantom Stock Award, a period (which in no event shall
be longer than ten years) over which or the event upon which the Award shall
vest with respect to the Holder.


(c)   Awards
Criteria.   In determining the value of Phantom Stock
Awards, the Committee shall take into account a Participant’s responsibility
level, performance, potential, other Awards and such other considerations as it
deems appropriate.


(d)   Payment.  
Following the end of the vesting period for a Phantom Stock Award,
the Holder of a Phantom Stock Award shall be entitled to receive payment of an
amount, not exceeding the maximum value of the Phantom Stock Award, based on
the then vested value of the Award. Payment of a Phantom Stock Award may be
made in cash, Stock or a combination thereof as determined by the Committee.
Payment shall be made in a lump sum or in installments as prescribed by the
Committee in its sole discretion. Any payment to be made in Stock shall be
based on the Fair Market Value of the Stock on the payment date. Cash dividend
equivalents may be paid during or after the vesting period with respect to a
Phantom Stock Award, as determined by the Committee and as provided in the
Phantom Stock Award Agreement. If a payment of cash is to be made on a deferred
basis, the Committee shall establish whether interest shall be credited, the
rate thereof and any other terms and conditions applicable thereto.


(e)   Termination of Employment
or Service.   A Phantom Stock Award shall terminate if the
Holder does not remain continuously in the employ or in the service of the
Company or any Affiliate, as applicable at all times during the applicable
vesting period, except as may be otherwise determined by the Committee or as
set forth in the Award at the time of grant.


 (f)   Agreements.   At the time any
Award is made under this Section 10, the Company and the Holder shall
enter into a Phantom Stock Award Agreement setting forth each of the matters
contemplated hereby and such matters described in this Section 10 as the
Committee may determine to be appropriate. The terms and provisions of the
respective agreements need not be identical.


11.   Recapitalization and Reorganization.


(a)   The shares with respect to which Awards may be granted
are shares of Stock as presently constituted, but if, and whenever, prior to
the expiration of an Award theretofore granted, the Company shall effect a
subdivision or consolidation by the Company of the shares of Stock, then the
number of shares of Stock with respect to which such Award may thereafter be
exercised or satisfied, as applicable, (i) in the event of an increase in
the number of outstanding shares, shall be proportionately increased, and the
purchase price per share (and any applicable repurchase price) shall be
proportionately reduced, and (ii) in the event of a reduction in the
number of outstanding shares, shall be proportionately reduced, and the
purchase price per share (and any applicable repurchase price) shall be
proportionately increased.


(b)   If the Company recapitalizes or otherwise changes its
capital structure, thereafter upon any exercise or satisfaction, as applicable,
of an Award theretofore granted, the Holder shall be entitled to (or entitled
to purchase, if applicable) under such Award, in lieu of the number of shares
of Stock then covered by such Award, the number and class of shares of stock
and securities to which the Holder would have been entitled pursuant to the
terms of the recapitalization if, immediately prior to such recapitalization,
the Holder had been the holder of record of the number of shares of Stock then
covered by such Award and the purchase price per share (and any applicable
repurchase price) shall be proportionately adjusted.


(c)   In the event of a Change of Control, outstanding Awards
shall immediately vest and become exercisable or satisfiable, as provided in
the agreements evidencing such Awards.  In the event of a Change of
Control, the Committee, in its discretion shall act to effect one or more of
the following alternatives with respect to outstanding Awards other than
Restricted Stock Awards, which may vary among individual Holders 



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and
which may vary among Awards held by any individual Holder: (1) determine a
limited period of time on or before a specified date (before or with the
consent of successor corporation after such Change of Control) after which
specified date all unexercised Options and all rights of Holders thereunder
shall terminate, (2) require the mandatory surrender to the Company by selected
Holders of some or all of the outstanding Awards held by such Holders
(irrespective of whether such Awards are then exercisable under the provisions
of the Plan) as of a date, before or after such Change of Control, specified by
the Committee, in which event the Committee shall thereupon cancel such Awards
and the Company shall pay to each Holder an amount of cash per share equal to
the excess, if any, of the Change of Control Value of the shares subject to
such Awards over the exercise price(s) under such Awards for such shares, (3)
make such adjustments to Awards then outstanding as the Committee deems
appropriate to reflect such Change of Control (provided, however, that the
Committee may determine in its sole discretion that no adjustment is necessary
to Awards then outstanding) or (4) provide that thereafter upon any exercise of
an Award theretofore granted; the Holder shall be entitled to purchase or
receive under such Awards, in lieu of the number of shares of Stock then
covered by such Awards, the number and class of shares of stock or other
securities or property (including, without limitation, cash) to which the
Holder would have been entitled pursuant to the terms of the agreement of
merger, consolidation or sale of assets and dissolution if, immediately prior
to such merger, consolidation or sale of assets and dissolution the Holder has
been the holder of record of the number of shares of Stock then covered by such
Awards, provided that if such consideration is not solely common stock of the
successor corporation, the Committee may, with the consent of the successor
corporation, provide for the consideration to be received to be solely common
stock of the successor corporation equal to the Fair Market Value of the per
share consideration received by the holders of the Stock in the transaction.
The provisions contained in this paragraph shall not terminate any rights of
the Holder to further payments pursuant to any other agreement with the Company
following a Change of Control.


(d)   In the event that the Committee determines that any
recapitalization, reorganization, merger, consolidation, combination, exchange
or other relevant change in capitalization or any stock split, reverse stock
split, stock dividend, or dividend payable in other than shares of Stock or
other similar corporate transaction or event affects the Common Stock such that
an adjustment is determined by the Committee to be appropriate to prevent the
dilution or enlargement of the benefits or potential benefits intended to be
made available under the Plan, then the Committee shall, in such a manner, as
it deems equitable, adjust any or all of (i) the number of shares and type of
Stock with respect to which Awards may be granted, (ii) the number of
share and type of Stock subject to outstanding awards, and (iii) the grant or
exercise price with respect to any Award.


(e)   The existence of the Plan and the Awards granted
hereunder shall not affect in any way the right or power of the Board or the
stockholders of the Company to make or authorize any adjustment,
recapitalization, reorganization or other change in the Company’s capital
structure or its business, any merger or consolidation of the Company, any
issue of debt or equity securities ahead of or affecting Stock or the rights
thereof, the dissolution or liquidation of the Company or any sale, lease,
exchange or other disposition of all or any part of its assets or business or
any other corporate act or proceeding.


(f)   Any adjustment provided for in Subparagraphs (a), (b),
(c) or (d) above shall be subject to any required stockholder action.


(g)   Except as hereinbefore expressly provided, the issuance
by the Company of shares of stock of any class or securities convertible into shares
of stock of any class, for cash, property, labor or services, upon direct sale,
upon the exercise of rights or warrants to subscribe therefore or the granting
of any later Awards under the Plan or any other stock plan, or upon conversion
of shares of obligations of the Company convertible into such shares or other
securities, and in any case whether or not for fair value, shall not affect,
and no adjustment by reason thereof shall be made with respect to, the number
of shares of Stock subject to Awards theretofore granted or the purchase price
per share, if applicable.


12.   Amendment and
Termination.   The Board in its discretion may terminate
the Plan at any time with respect to any shares for which Awards have not
theretofore been granted. The Board shall have the right to alter or amend the
Plan or any part thereof from time to time; provided that no change in any
Award theretofore granted may be made (i) which would impair the rights of the
Holder without the consent of the Holder (unless such change is required to
comply with applicable law or in order to cause the benefits under 



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the
Plan to qualify as performance-based compensation within the meaning of
Section 162(m) of the Code and applicable interpretive authority
thereunder) or (ii) which would reduce the option price under any outstanding
Option, reduce the award price under any outstanding Stock Appreciation Right,
or reduce the amount of any payment for Stock to be received by the Company
pursuant to a Restricted Stock Award without stockholder approval of any such
change.


13.   Miscellaneous.


(a)   No Right to An
Award.   Neither the adoption of the Plan by the Company
nor any action of the Board or the Committee shall be deemed to give a
Participant any right to be granted an Award to purchase Stock, a right to a
Stock Appreciation Right, a Restricted Stock Award or a Phantom Stock Award or
any of the rights hereunder except as may be evidenced by an Award or by an
Option Agreement, Stock Appreciation Rights Agreement, Restricted Stock Agreement
or Phantom Stock Award Agreement on behalf of the Company, and then only to the
extent and on the terms and conditions expressly set forth therein. The Plan
shall be unfunded. The Company shall not be required to establish any special
or separate fund or to make any other segregation of funds or assets to assure
the payment of any Award.


 (b)   No Employment Rights Conferred.   Nothing
contained in the Plan shall (i) confer upon any Participant any right to
continue as an employee or person affiliated with the Company any Parent or
Subsidiary or any of its Affiliates (ii) interfere in any way with the
right of the Company’s or any Parent’s Subsidiary or Affiliate’s right to
terminate a Participant’s employment or consulting arrangement at any time.


(c)   Other Laws;
Withholding.   The Company shall not be obligated to issue
any Stock pursuant to any Award granted under the Plan at any time when the
shares covered by such Award have not been registered under the Securities Act
of 1933 and such other state and federal laws, rules or regulations as the
Company or the Committee deems applicable and, in the opinion of legal counsel
for the Company, there is no exemption from the registration requirements of
such laws, rules or regulations available for the issuance and sale of
such shares. No fractional shares of Stock shall be delivered, nor shall any
cash in lieu of fractional shares be paid. The Company shall have the right to
deduct in connection with all Awards any taxes required by law to be withheld and
to require any payments required to enable it to satisfy its withholding
obligations.


(d)   No Restriction on
Corporate Action.   Nothing contained in the Plan shall be
construed to prevent the Company or any Parent, Subsidiary or Affiliate from
taking any corporate action which is deemed by the Company or such Parent,
Subsidiary or Affiliate to be appropriate or in its best interest, whether or
not such action would have an adverse effect on the Plan or any Award made
under the Plan. No Participant, beneficiary or other person shall have any
claim against the Company or any Parent, Subsidiary or Affiliate as a result of
any such action.


(e)   Restrictions on
Transfer.   Except as otherwise determined by the
Committee in cases other than in connection with Incentive Stock Options, an
Award shall not be transferable otherwise than by will or the laws of descent
and distribution or pursuant to a “qualified domestic relations order” as
defined by the Code or Title I of the Employee Retirement Income Security Act
of 1974, as amended, or the rules thereunder, and shall be exercisable
during the Holder’s lifetime only by such Holder or the Holder’s guardian or
legal representative.


(f)   Rule 16b-3.  
It is intended that the Plan and any grant of an Award made to a person subject
to Section 16 of the 1934 Act meet all of the requirements of
Rule 16b-3. If any provision of the Plan or any such Award would
disqualify the Plan or such Award under, or would otherwise not comply with,
Rule 16b-3, such provision or Award shall be construed or deemed amended
to conform to Rule 16b-3.


(g)   Section 162(m).  
If the Plan is subject to Section 162(m) of the Code, it is intended
that the Plan comply fully with and meet all the requirements of
Section 162(m) of the Code so that Options and Stock Appreciation
Rights granted hereunder and, if determined by the Committee, Restricted Stock
Awards, shall constitute “performance-based” compensation within the meaning of
such section. If any provision of the Plan would disqualify the Plan or would
not otherwise permit the Plan to comply with Section 162(m) as so
intended, such provision shall be construed or deemed amended to conform to the
requirements or provisions of Section 162(m); provided that no such
construction or amendment shall have an adverse effect on the economic value to
a Holder of any Award previously granted hereunder.


(h)   Code
Section 409A Compliance.   Notwithstanding any
provision of the Plan, to the extent that any Award would be subject to
Section 409A of the Code, no such Award may be granted if it would fail to




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comply
with the requirements set forth in Section 409A of the Code. To the extent
that the Committee determines that the Plan or any Award is subject to
Section 409A of the Code and fails to comply with the requirements of
Section 409A of the Code, notwithstanding anything to the contrary
contained in the Plan or in any Award agreement, the Committee reserves the
right to amend or terminate the Plan and/or amend, restructure, terminate or
replace the Award in order to cause the Award to either not be subject to
Section 409A of the Code or to comply with the applicable provisions of
such section.


(i)   Governing
Law.   This Plan shall be construed in accordance with the
laws of the State of Delaware.



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