Exhibit 10.1


CHEROKEE INTERNATIONAL
CORPORATION


2004
OMNIBUS STOCK INCENTIVE PLAN


Section 1.              General
Purpose of Plan; Definitions.


The name of this plan is the Cherokee International
Corporation 2004 Omnibus Stock Incentive Plan (the “Plan”).  The Plan was adopted by the Board (defined
below) on February 16, 2004, subject to the approval of the stockholders of the
Company (defined below), and was amended with the consent of the stockholders
of the Company on July 17, 2007.  The
purpose of the Plan is to enable the Company to attract and retain highly
qualified personnel who will contribute to the Company’s success and to provide
incentives to Participants (defined below) that are linked directly to
increases in stockholder value and will therefore inure to the benefit of all
stockholders of the Company.


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


(a)           “Administrator” means the
Board, or if and to the extent the Board does not administer the Plan, the
Committee in accordance with Section 2 below.


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


(c)           “Code” means the Internal
Revenue Code of 1986, as amended from time to time, or any successor thereto.


(d)           “Committee” means any
committee the Board may appoint to administer the Plan.  To the extent necessary and desirable, the
Committee shall be composed entirely of individuals who meet the qualifications
referred to in Section 162(m) of the Code and Rule 16b-3 under the Exchange Act.  If at any time or to any extent the Board
shall not administer the Plan, then the functions of the Board specified in the
Plan shall be exercised by the Committee.


(e)           “Company” means Cherokee
International Corporation, a Delaware corporation (or any successor
corporation).


(f)            “Deferred Stock” means the
right to receive Stock at the end of a specified deferral period granted
pursuant to Section 7 below.


(g)           “Disability” means the
inability of a Participant to perform the essential functions of his or her
position with the Company or any Parent or Subsidiary by reason of a physical
or mental disability or infirmity, as determined by the Board in its sole
discretion, (i) for a continuous period of more than ninety (90) days, or (ii)
for one hundred twenty (120) days in any consecutive twelve (12) month
period.  The date of such Disability
shall be the ninety-first consecutive day or the one hundred twenty-first day
in any consecutive twelve (12) month period, as the case may be.













(h)           “Eligible Recipient” means an
officer, director, employee, consultant or advisor of the Company or of any
Parent or Subsidiary.


(i)            “Employee Director” means any
director of the Company who is also an employee of the Company or of any Parent
or Subsidiary.


(j)            “Exchange Act” means the
Securities Exchange Act of 1934, as amended from time to time.


(k)           “Fair Market Value” means, as
of any given date, with respect to any awards granted hereunder, (A) the
closing sale price of a share of Stock on such date on the principal securities
exchange on which the Company’s equity securities are listed or traded, or (B)
in the absence of an established market for the Stock, the fair market value of
a share of Stock as otherwise determined by the Administrator in the good faith
exercise of its discretion. 
Notwithstanding anything to the contrary contained herein, for purposes
of the grant of Initial Options (as defined in Section 5(h)) to Non-Employee
Directors on the Effective Date (as defined in Section 11), the fair market
value of the Shares shall be the initial price to the public as set forth in
the final prospectus included within the Registration Statement.


(l)            “Incentive Stock Option”
means any Stock Option intended to be and designated as an “incentive stock
option” within the meaning of Section 422 of the Code.


(m)          “Non-Employee Director” means
a director of the Company who is not an employee of the Company or of any
Parent or Subsidiary.


(n)           “Non-Qualified Stock Option”
means any Stock Option that is not an Incentive Stock Option, including any
Stock Option that provides (as of the time such Stock Option is granted) that
it will not be treated as an Incentive Stock Option.


(o)           “Parent” means any
corporation (other than the Company) in an unbroken chain of corporations
ending with the Company, if each of the corporations in the chain (other than
the Company) owns stock possessing 50% or more of the combined voting power of
all classes of stock in one of the other corporations in the chain.


(p)           “Participant” means (i) any
Eligible Recipient selected by the Administrator, pursuant to the Administrator’s
authority in Section 2 below, to receive grants of Stock Options, Stock
Appreciation Rights, awards of Restricted Stock, Deferred Stock, or Performance
Shares or any combination of the foregoing, or (ii) any Non-Employee Director
who is eligible to receive grants of Stock Options pursuant to Section 5(h)
below.


(q)           “Performance Shares” means
shares of Stock that are subject to restrictions based upon the attainment of
specified performance objectives granted pursuant to Section 7 below.



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(r)            “Registration Statement”
means the registration statement on Form S-1 filed with the Securities and
Exchange Commission for the initial underwritten public offering of the Company’s
Stock.


(s)           “Restricted Stock” means
shares of Stock subject to certain restrictions granted pursuant to Section 7
below.


(t)            “Stock” means the common
stock, par value $0.001 per share, of the Company.


(u)           “Stock Appreciation Right”
means the right pursuant to an award granted under Section 6 below to receive
an amount equal to the excess, if any, of (A) the Fair Market Value, as of the
date such Stock Appreciation Right or portion thereof is surrendered, of the
shares of Stock covered by such right or such portion thereof, over (B) the
aggregate exercise price of such right or such portion thereof.


(v)           “Stock Option” means an
option to purchase shares of Stock granted pursuant to Section 5 below.


(w)          “Subsidiary” means any
corporation (other than the Company) in an unbroken chain of corporations
beginning with the Company, if 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 the chain.


Section 2.              Administration.


The Plan shall be administered in accordance with the
requirements of Section 162(m) of the Code (but only to the extent necessary
and desirable to maintain qualification of awards under the Plan under Section
162(m) of the Code) and, to the extent applicable, Rule 16b-3 under the
Exchange Act (“Rule 16b-3”), by the Board or, at the Board’s sole
discretion,  by the Committee, which
shall be appointed by the Board, and which shall serve at the pleasure of the
Board.  Notwithstanding the foregoing,
the full Board, acting by a majority of its members in office, shall conduct
the general administration of the Plan with respect to awards granted to
Non-Employee Directors.


Pursuant to the terms of the Plan, the Administrator
shall have the power and authority to grant to Eligible Recipients pursuant to
the terms of the Plan:  (a) Stock
Options, (b) Stock Appreciation Rights, (c) awards of Restricted Stock,
Deferred Stock or Performance Shares or (d) any combination of the foregoing; provided,
however, that automatic, nondiscretionary grants of Stock Options shall
be made to Non-Employee Directors pursuant to and in accordance with the terms
of Section 5(h) below.  Except as
otherwise provided in Section 5(h) below, the Administrator shall have the
authority:


(a)           to select those Eligible Recipients
who shall be Participants;



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(b)           to determine whether and to what
extent Stock Options, Stock Appreciation Rights, awards of Restricted Stock,
Deferred Stock or Performance Shares or a combination of any of the foregoing,
are to be granted hereunder to Participants;


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


(d)           to determine the terms and
conditions, not inconsistent with the terms of the Plan, of each award granted
hereunder (including, but not limited to, (x) the restrictions applicable to
awards of Restricted Stock or Deferred Stock and the conditions under which
restrictions applicable to such awards of Restricted Stock or Deferred Stock
shall lapse, and (y) the performance goals and periods applicable to awards of
Performance Shares);


(e)           to determine the terms and
conditions, not inconsistent with the terms of the Plan, which shall govern all
written instruments evidencing Stock Options, Stock Appreciation Rights, awards
of Restricted Stock, Deferred Stock or Performance Shares or any combination of
the foregoing granted hereunder; and


(f)            to reduce the option price of any
Stock Option to the then current Fair Market Value if the Fair Market Value of
the Stock covered by such Stock Option has declined since the date such Stock
Option was granted.


The Administrator shall have the authority, in its
sole discretion, to adopt, alter and repeal such administrative rules,
guidelines and practices governing the Plan as it shall from time to time deem
advisable; to interpret the terms and provisions of the Plan and any award
issued under the Plan (and any agreements relating thereto); and to otherwise
supervise the administration of the Plan.


All decisions made by the Administrator pursuant to
the provisions of the Plan shall be final, conclusive and binding on all
persons, including the Company and the Participants.


Section 3.              Stock
Subject to Plan.


The total number of shares of Stock reserved and
available for issuance under the Plan shall be 1,800,000 shares, plus an annual
increase to be added on the first day of the Company’s fiscal year (beginning
2005) equal to the lesser of (i) 450,000 shares or (ii) two percent (2%) of the
number of outstanding shares on the last day of the immediately preceding
fiscal year.  Such shares may consist, in
whole or in part, of authorized and unissued shares or treasury shares.  The aggregate number of shares of Stock as to
which Stock Options, Stock Appreciation Rights, and awards of Restricted Stock,
Deferred Stock and Performance Shares may be granted to any Participant during
any calendar year may not, subject to adjustment as provided in this Section 3,
exceed 500,000 shares of Stock reserved for the purposes of the Plan.


Consistent with the provisions of Section 162(m) of
the Code, as from time to time applicable, to the extent that (i) a Stock
Option expires or is otherwise 



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terminated without being exercised, or (ii) any shares
of Stock subject to any award of Restricted Stock, Deferred Stock or
Performance Shares granted hereunder are forfeited, such shares of Stock shall
again be available for issuance in connection with future awards granted under
the Plan.  If any shares of Stock have
been pledged as collateral for indebtedness incurred by a Participant in
connection with the exercise of a Stock Option and such shares of Stock are
returned to the Company in satisfaction of such indebtedness, such shares of
Stock shall again be available for issuance in connection with future awards granted
under the Plan.


In the event of any merger, reorganization,
consolidation, recapitalization, stock dividend or other change in corporate
structure affecting the Stock, an equitable substitution or proportionate
adjustment shall be made in (i) the aggregate number of shares of Stock
reserved for issuance under the Plan and the maximum number of shares of Stock
that may be granted to any Participant in any calendar year, (ii) the kind,
number and option price of shares of Stock subject to outstanding Stock Options
and Stock Appreciation Rights granted under the Plan, and (iii) the kind,
number and purchase price of shares of Stock subject to outstanding awards of
Restricted Stock, Deferred Stock and Performance Shares granted under the Plan,
in each case as may be determined by the Administrator, in its sole
discretion.  Such other substitutions or
adjustments shall be made as may be determined by the Administrator, in its
sole discretion.  An adjusted option
price shall also be used to determine the amount payable by the Company upon
the exercise of any Stock Appreciation Right related to any Stock Option.  In connection with any event described in
this paragraph, the Administrator may provide, in its sole discretion, for the
cancellation of any outstanding awards and payment in cash or other property
therefor.


Section 4.              Eligibility.


Eligible Recipients shall be eligible to be granted
Stock Options, Stock Appreciation Rights, awards of Restricted Stock, Deferred
Stock or Performance Shares or any combination of the foregoing hereunder.  The Participants under the Plan shall be
selected from time to time by the Administrator, in its sole discretion, from
among the Eligible Recipients, and the Administrator shall determine, in its
sole discretion, the number of shares of Stock covered by each such award.


Section 5.              Stock
Options.


Stock Options may be granted alone or in addition to
other awards granted under the Plan.  Any
Stock Option granted under the Plan shall be in such form as the Administrator
may from time to time approve, and the provisions of Stock Option awards need
not be the same with respect to each Participant.  Participants who are granted Stock Options
shall enter into a subscription and/or award agreement with the Company, in
such form as the Administrator shall determine, which agreement shall set
forth, among other things, the option price of the Stock Option, the term of
the Stock Option and provisions regarding exercisability of the Stock Option
granted thereunder.



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The Stock Options granted under the Plan may be of two
types: (i) Incentive Stock Options and (ii) Non-Qualified Stock Options.


The Administrator shall have the authority to grant to
any officer or employee of the Company or of any Parent or Subsidiary
(including directors who are also officers of the Company) Incentive Stock
Options, Non-Qualified Stock Options, or both types of Stock Options (in each
case with or without Stock Appreciation Rights).  Directors who are not also officers or employees
of the Company or of any Parent or Subsidiary, consultants or advisors to the
Company or to any Parent or Subsidiary may only be granted Non-Qualified Stock
Options (with or without Stock Appreciation Rights).  To the extent that any Stock Option does not
qualify as an Incentive Stock Option, it shall constitute a separate
Non-Qualified Stock Option.  More than
one Stock Option may be granted to the same Participant and be outstanding
concurrently hereunder.


Stock Options granted under the Plan shall be subject
to the following terms and conditions and shall contain such additional terms
and conditions, not inconsistent with the terms of the Plan, as the
Administrator shall deem desirable:


(a)           Option Price. 
The option price per share of Stock purchasable under a Stock Option
shall be determined by the Administrator in its sole discretion at the time of
grant but shall not, (i) in the case of Incentive Stock Options, be less than
100% of the Fair Market Value of the Stock on such date, (ii) in the case of
Non-Qualified Stock Options intended to qualify as “performance-based
compensation” within the meaning of Section 162(m) of the Code, be less than
100% of the Fair Market Value of the Stock on such date and (iii) in any event,
be less than the par value (if any) of the Stock.  If a Participant owns or is deemed to own (by
reason of the attribution rules applicable under Section 424(d) of the Code)
more than 10% of the combined voting power of all classes of stock of the
Company or of any Parent or Subsidiary and an Incentive Stock Option is granted
to such Participant, the option price of such Incentive Stock Option (to the
extent required at the time of grant by the Code) shall be no less than 110% of
the Fair Market Value of the Stock on the date such Incentive Stock Option is
granted.


(b)           Option Term. 
The term of each Stock Option shall be fixed by the Administrator, but
no Stock Option shall be exercisable more than ten years after the date such
Stock Option is granted; provided, however, that if an employee
owns or is deemed to own (by reason of the attribution rules of Section 424(d)
of the Code) more than 10% of the combined voting power of all classes of stock
of the Company or of any Parent or Subsidiary and an Incentive Stock Option is
granted to such employee, the term of such Incentive Stock Option (to the
extent required by the Code at the time of grant) shall be no more than five
years from the date of grant.


(c)           Exercisability. 
Stock Options shall be exercisable at such time or times and subject to
such terms and conditions as shall be determined by the Administrator at or
after the time of grant.  The
Administrator may provide at the time of grant, in its sole discretion, that
any Stock Option shall be exercisable only in 



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installments, and the Administrator
may waive such installment exercise provisions at any time, in whole or in
part, based on such factors as the Administrator may determine, in its sole
discretion, including but not limited to in connection with any “change in
control” of the Company (as defined in the agreement evidencing such Stock
Option).


(d)           Method of Exercise. 
Subject to paragraph (c) of this Section 5, Stock Options may be
exercised in whole or in part at any time during the option period, by giving
written notice of exercise to the Company specifying the number of shares of
Stock to be purchased, accompanied by payment in full of the purchase price in
cash or its equivalent, as determined by the Administrator.  As determined by the Administrator, in its
sole discretion, payment in whole or in part may also be made (i) by means of
any cashless exercise procedure approved by the Administrator, (ii) in the form
of unrestricted Stock already owned by the Participant which, (x) in the case
of unrestricted Stock acquired upon exercise of an option, have been owned by
the Participant for more than six months on the date of surrender, and (y) has
a Fair Market Value on the date of surrender equal to the aggregate option
price of the Stock as to which such Stock Option shall be exercised and the
minimum statutory withholding taxes with respect thereto, (iii) in the case of
the exercise of a Non-Qualified Stock Option, in the form of Restricted Stock
or Performance Shares subject to an award hereunder (based, in each case, on
the Fair Market Value of the Stock on the date the Stock Option is exercised); provided,
however, that in the case of an Incentive Stock Option, the right to
make payment in the form of already owned shares of Stock may be authorized
only at the time of grant, (iv) any other form of consideration approved by the
Administrator and permitted by applicable law or (v) any combination of the
foregoing.  If payment of the option
price of a Non-Qualified Stock Option is made in whole or in part in the form
of Restricted Stock or Performance Shares, the shares of Stock received upon
the exercise of such Stock Option shall be restricted in accordance with the
original terms of the Restricted Stock award or Performance Shares award in
question, except that the Administrator may direct that such restrictions shall
apply only to that number of shares of Stock equal to the number of shares
surrendered upon the exercise of such Stock Option.  A Participant shall generally have the rights
to dividends and any other rights of a stockholder with respect to the Stock
subject to the Stock Option only after the Participant has given written notice
of exercise, has paid in full for such shares, and, if requested, has given the
representation described in paragraph (b) of Section 10 below. Notwithstanding
the foregoing, no Participant who is a member of the Board or an “executive
officer” of the Company within the meaning of Section 13(d) of the Exchange Act
shall be permitted to pay the exercise of a Stock Option using any method which
would violate Section 13(k) of the Exchange Act.


Notwithstanding anything to the contrary contained
herein, a Stock Option may not be exercised for a fraction of a share of Stock.


The Administrator may require the surrender of all or
a portion of any Stock Option granted under the Plan as a condition precedent
to the grant of a new Stock Option. 
Subject to the provisions of the Plan, such new Stock Option shall be
exercisable at the price, during such period and on such other terms and
conditions as are specified by the Administrator at the time the new Stock
Option is granted.  Consistent with the 



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provisions of Section 162(m), to the extent
applicable, upon their surrender, Stock Options shall be canceled and the
shares of Stock previously subject to such canceled Stock Options shall again
be available for future grants of Stock Options and other awards hereunder.


(e)           Non-Transferability of Options. 
Except by will or under the laws of descent and distribution, the
Participant shall not be permitted to sell, transfer, pledge or assign any
Stock Option, and all Stock Options shall be exercisable, during the
Participant’s lifetime, only by the Participant.


(f)            Termination of Employment or Service. 
If a Participant’s employment with or service as a director, consultant
or advisor to the Company or to any Parent or Subsidiary terminates by reason
of his or her death, Disability or for any other reason, the Stock Option may
thereafter be exercised to the extent provided in the agreement evidencing such
Stock Option, or as otherwise determined by the Administrator.


(g)           Annual Limit on Incentive Stock
Options.  To the extent that the aggregate Fair Market
Value (determined as of the date the Incentive Stock Option is granted) of
shares of Stock with respect to which Incentive Stock Options granted to a
Participant under this Plan and all other option plans of the Company or of any
Parent or Subsidiary become exercisable for the first time by the Participant
during any calendar year exceeds $100,000 (as determined in accordance with
Section 422(d) of the Code), the portion of such Incentive Stock Options in
excess of $100,000 shall be treated as Non-Qualified Stock Options.


(h)           Automatic Grants of Stock Options to
Non-Employee Directors. The Company shall grant Non-Qualified Stock Options
to Non-Employee Directors pursuant to this subsection (h), which grants shall
be automatic and nondiscretionary and otherwise subject to the terms and
conditions set forth in this subsection (h) and the terms of the Plan (“Automatic
Non-Employee Director Options”).  Each
Non-Employee Director shall be automatically granted a Non-Qualified Stock
Option to purchase 10,000 shares of Stock (an “Initial Option”) upon the later
of (i) the Effective Date or (ii) the date the Non-Employee Director first
joins the Board, and thereafter shall be automatically granted a Non-Qualified
Stock Option to purchase 10,000 shares of Stock (the “Annual Options”) on the
date immediately following the Company’s annual meeting of stockholders
(beginning 2005); provided, however, that he or she is then a
director of the Company and, provided, further, that as of such
date, such director shall have served on the Board for at least the preceding
six (6) months.


The term of each Automatic Non-Employee Director
Option shall be ten (10) years, and the option price per share of Stock
purchasable under an Automatic Non-Employee Director Option shall be no less
than 100% of the Fair Market Value of the Stock on the date of grant.  Each Automatic Non-Employee Director Option
shall vest in four equal annual installments commencing on the anniversary of
the date of grant.



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In the event that the number of shares of Stock
available for grant under the Plan is not sufficient to accommodate the
Automatic Non-Employee Director Options, then the remaining shares of Stock
available for Automatic Non-Employee Director Options shall be granted to
Non-Employee Directors on a pro-rata basis. 
No further grants shall be made until such time, if any, as additional
shares of Stock become available for grant under the Plan through action of the
Board and/or the stockholders of the Company to increase the number of shares
of Stock that may be issued under the Plan or through cancellation or
expiration of awards previously granted hereunder.


Section 6.              Stock
Appreciation Rights.


Stock Appreciation Rights may be granted either alone
(“Free Standing Rights”) or in conjunction with all or part of any Stock Option
granted under the Plan (“Related Rights”). 
In the case of a Non-Qualified Stock Option, Related Rights may be granted
either at or after the time of the grant of such Stock Option.  In the case of an Incentive Stock Option,
Related Rights may be granted only at the time of the grant of the Incentive
Stock Option.  The Administrator shall
determine the Eligible Recipients to whom, and the time or times at which,
grants of Stock Appreciation Rights shall be made; the number of shares of
Stock to be awarded, the exercise price, and all other conditions of Stock
Appreciation Rights.  Notwithstanding the
foregoing, no Related Right may be granted for more shares than are subject to
the Stock Option to which it relates. 
The provisions of Stock Appreciation Rights need not be the same with
respect to each Participant.


Stock Appreciation Rights granted under the Plan shall
be subject to the following terms and conditions and shall contain such
additional terms and conditions, not inconsistent with the terms of the Plan,
as the Administrator shall deem desirable:


(a)           Awards. The prospective recipient of a
Stock Appreciation Right shall not have any rights with respect to such award,
unless and until such recipient has executed an agreement evidencing the award
(a “Stock Appreciation Right Agreement”) and delivered a fully executed copy
thereof to the Company, within a period of sixty days (or such other period as
the Administrator may specify) after the award date.  Participants who are granted Stock
Appreciation Rights shall have no rights as stockholders of the Company with
respect to the grant or exercise of such rights.


(b)           Exercisability.


(i)            Stock Appreciation Rights that are
Free Standing Rights (“Free Standing Stock Appreciation Rights”) shall be
exercisable at such time or times and subject to such terms and conditions as
shall be determined by the Administrator at or after grant; provided, however,
that no Free Standing Stock Appreciation Right shall be exercisable during the
first six months of its term, except that this additional limitation shall not
apply in the event of a Participant’s death or Disability prior to the
expiration of such six-month period.



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(ii)           Stock Appreciation Rights that are
Related Rights (“Related Stock Appreciation Rights”) shall be exercisable only
at such time or times and to the extent that the Stock Options to which they
relate shall be exercisable in accordance with the provisions of Section 5
above and this Section 6 of the Plan; provided, however, that a
Related Stock Appreciation Right granted in connection with an Incentive Stock
Option shall be exercisable only if and when the Fair Market Value of the Stock
subject to the Incentive Stock Option exceeds the option price of such Stock
Option; provided, further, that no Related Stock Appreciation
Right shall be exercisable during the first six months of its term, except that
this additional limitation shall not apply in the event of a Participant’s
death or Disability prior to the expiration of such six-month period.


(c)           Payment Upon Exercise.


(i)            Upon the exercise of a Free Standing
Stock Appreciation Right, the Participant shall be entitled to receive up to,
but not more than, an amount in cash or that number of shares of Stock (or any
combination of cash and shares of Stock) equal in value to the excess of the
Fair Market Value of one share of Stock as of the date of exercise over the price
per share specified in the Free Standing Stock Appreciation Right (which price
shall be no less than 100% of the Fair Market Value of the Stock on the date of
grant) multiplied by the number of shares of Stock in respect of which the Free
Standing Stock Appreciation Right is being exercised, with the Administrator
having the right to determine the form of payment.


(ii)           A Related Right may be exercised by
a Participant by surrendering the applicable portion of the related Stock
Option.  Upon such exercise and
surrender, the Participant shall be entitled to receive up to, but not more
than, an amount in cash or that number of shares of Stock (or any combination
of cash and shares of Stock) equal in value to the excess of the Fair Market
Value of one share of Stock as of the date of exercise over the option price
per share specified in the related Stock Option multiplied by the number of
shares of Stock in respect of which the Related Stock Appreciation Right is
being exercised, with the Administrator having the right to determine the form
of payment.  Stock Options which have
been so surrendered, in whole or in part, shall no longer be exercisable to the
extent the Related Rights have been so exercised.


(d)           Non-Transferability.


(i)            Free Standing Stock Appreciation
Rights shall be transferable only when and to the extent that a Stock Option
would be transferable under Section 5 of the Plan.


(ii)           Related Stock Appreciation Rights
shall be transferable only when and to the extent that the underlying Stock
Option would be transferable under Section 5 of the Plan.



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(e)           Termination of Employment or Service.


(i)            In the event of the termination of
employment or service of a Participant who has been granted one or more Free
Standing Stock Appreciation Rights, such rights shall be exercisable at such
time or times and subject to such terms and conditions as shall be determined
by the Administrator at or after grant.


(ii)           In the event of the termination of
employment or service of a Participant who has been granted one or more Related
Stock Appreciation Rights, such rights shall be exercisable at such time or
times and subject to such terms and conditions as set forth in the related
Stock Options.


(f)            Term.


(i)            The term of each Free Standing Stock
Appreciation Right shall be fixed by the Administrator, but no Free Standing
Stock Appreciation Right shall be exercisable more than ten years after the
date such right is granted.


(ii)           The term of each Related Stock
Appreciation Right shall be the term of the Stock Option to which it relates,
but no Related Stock Appreciation Right shall be exercisable more than ten
years after the date such right is granted.


Section 7.              Restricted
Stock, Deferred Stock and Performance Shares.


Awards of Restricted Stock, Deferred Stock or
Performance Shares may be issued either alone or in addition to other awards
granted under the Plan.  The
Administrator shall determine the Eligible Recipients to whom, and the time or
times at which, awards of Restricted Stock, Deferred Stock or Performance
Shares shall be made; the number of shares to be awarded; the price, if any, to
be paid by the Participant for the acquisition of Restricted Stock, Deferred
Stock or Performance Shares; the Restricted Period (as defined in paragraph (b)
of this Section 7) applicable to awards of Restricted Stock or Deferred Stock;
the performance objectives applicable to awards of Deferred Stock or
Performance Shares; and all other conditions of the awards of Restricted Stock,
Deferred Stock and Performance Shares. 
Subject to the requirements of Section 162(m) of the Code, as
applicable, the Administrator may also condition the grant of the award of
Restricted Stock, Deferred Stock or Performance Shares upon the exercise of
Stock Options, or upon such other criteria as the Administrator may determine,
in its sole discretion.  The provisions
of the awards of Restricted Stock, Deferred Stock or Performance Shares need
not be the same with respect to each Participant.


(a)           Awards and Certificates. 
The prospective recipient of awards of  Restricted Stock, Deferred Stock or
Performance Shares shall not have any rights with respect to any such award,
unless and until such recipient has executed an agreement evidencing the award
(a “Restricted Stock Award Agreement,” “Deferred Stock Award Agreement” or “Performance
Shares Award Agreement,” as appropriate) and delivered a fully executed copy
thereof to the Company, within a period of sixty days (or such other period as
the Administrator may specify) after the award date.  Except as otherwise provided below in this
Section 7(b), (i) each Participant who is granted an award of Restricted Stock
or Performance Shares shall be issued a stock certificate in respect of 



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such shares of Restricted Stock or
Performance Shares; and (ii) such certificate shall be registered in the name
of the Participant, and shall bear an appropriate legend referring to the
terms, conditions, and restrictions applicable to any such award.


The Company may require that the stock certificates
evidencing Restricted Stock or Performance Shares granted hereunder be held in
the custody of the Company until the restrictions thereon shall have lapsed,
and that, as a condition of any award of Restricted Stock or Performance
Shares, the Participant shall have delivered a stock power, endorsed in blank,
relating to the Stock covered by such award.


With respect to awards of Deferred Stock, at the
expiration of the Restricted Period, stock certificates in respect of such
shares of Deferred Stock shall be delivered to the Participant, or his legal
representative, in a number equal to the number of shares of Stock covered by
the Deferred Stock award.


(b)           Restrictions and Conditions. 
The awards of Restricted Stock, Deferred Stock and Performance Shares
granted pursuant to this Section 7 shall be subject to the following
restrictions and conditions:


(i)            Subject to the provisions of the
Plan and the Restricted Stock Award Agreement, Deferred Stock Award Agreement
or Performance Shares Award Agreement, as appropriate, governing any such
award, during such period as may be set by the Administrator commencing on the
date of grant (the “Restricted Period”), the Participant shall not be permitted
to sell, transfer, pledge or assign shares of Restricted Stock, Deferred Stock
or Performance Shares awarded under the Plan; provided, however,
that the Administrator may, in its sole discretion, provide for the lapse of
such restrictions in installments and may accelerate or waive such restrictions
in whole or in part based on such factors and such circumstances as the
Administrator may determine, in its sole discretion, including, but not limited
to, the attainment of certain performance related goals, the Participant’s
termination of employment or service as a director, consultant or advisor to
the Company or any Parent or Subsidiary, the Participant’s death or Disability
or the occurrence of a “change in control” as defined in the Restricted Stock
Award Agreement, Deferred Stock Award Agreement or Performance Shares Award
Agreement, as appropriate, evidencing such award.


(ii)           Except as provided in paragraph
(b)(i) of this Section 7, the Participant shall generally have the rights of a
stockholder of the Company with respect to Restricted Stock or Performance
Shares during the Restricted Period.  The
Participant shall generally not have the rights of a stockholder with respect
to Stock subject to awards of Deferred Stock during the Restricted Period; provided,
however, that dividends declared during the Restricted Period with
respect to the number of shares of Stock covered by Deferred Stock shall be
paid to the Participant.  Certificates
for shares of unrestricted Stock shall be delivered to the Participant promptly
after, and only after, the Restricted Period shall expire without forfeiture in
respect of such awards of  Restricted
Stock, Deferred Stock or Performance Shares except as the Administrator, in its
sole discretion, shall otherwise determine.



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(iii)          The rights of Participants granted
awards of  Restricted Stock, Deferred
Stock or Performance Shares upon termination of employment or service as a
director, consultant or advisor to the Company or to any Parent or Subsidiary
terminates for any reason during the Restricted Period shall be set forth in
the Restricted Stock Award Agreement, Deferred Stock Award Agreement or
Performance Shares Award Agreement, as appropriate, governing such awards.


Section 8.              Amendment
and Termination.


The Board may amend, alter or discontinue the Plan,
but no amendment, alteration, or discontinuation shall be made that would
impair the rights of a Participant under any award theretofore granted without
such Participant’s consent, or that, without the approval of the stockholders
(as described below), would:


(a)           except as provided in Section 3 of
the Plan, increase the total number of shares of Stock reserved for issuance
under the Plan;


(b)           change the class of officers,
directors, employees, consultants and advisors eligible to participate in the
Plan; or


(c)           extend the maximum option period
under paragraph (b) of Section 5 of the Plan.


Notwithstanding the foregoing, stockholder approval
under this Section 8 shall only be required at such time and under such
circumstances as stockholder approval would be required under Sections 162(m)
and 422 of the Code, stock exchange rules or other applicable law or regulation
with respect to any material amendment to an employee benefit plan of the
Company.


The Administrator may amend the terms of any award
theretofore granted, prospectively or retroactively, but, subject to Section 3
of Plan, no such amendment shall impair the rights of any Participant without
his or her consent.


Section 9.              Unfunded
Status of Plan.


The Plan is intended to constitute an “unfunded” plan
for incentive compensation.  With respect
to any payments not yet made to a Participant by the Company, nothing contained
herein shall give any such Participant any rights that are greater than those
of a general creditor of the Company.


Section 10.            General
Provisions.


(a)           Shares of Stock shall not be issued
pursuant to the exercise of any award granted hereunder unless the exercise of
such award and the issuance and delivery of such shares of Stock pursuant
thereto shall comply with all relevant provisions of law, including, without
limitation, the Securities Act of 1933, as amended, the Exchange Act and the
requirements of any stock exchange upon which the Stock may then be listed, and




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shall be further subject to the
approval of counsel for the Company with respect to such compliance.


(b)           The Administrator may require each
person acquiring shares of Stock hereunder to represent to and agree with the
Company in writing that such person is acquiring the shares of Stock without a
view to distribution thereof.  The
certificates for such shares of Stock may include any legend which the
Administrator deems appropriate to reflect any restrictions on transfer.


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


(c)           Nothing contained in the Plan shall
prevent the Board from adopting other or additional compensation arrangements,
subject to stockholder approval, if such approval is required; and such
arrangements may be either generally applicable or applicable only in specific
cases.  The adoption of the Plan shall
not confer upon any Eligible Recipient any right to continued employment or
service with the Company or any Parent or Subsidiary, as the case may be, nor
shall it interfere in any way with the right of the Company or any Parent or
Subsidiary to terminate the employment or service of any of its Eligible
Recipients at any time.


(d)           Each Participant shall, no later
than the date as of which the value of an award first becomes includible in the
gross income of the Participant for Federal income tax purposes, pay to the
Company, or make arrangements satisfactory to the Administrator regarding
payment of, any Federal, state, or local taxes of any kind required by law to
be withheld with respect to such award. 
The obligations of the Company under the Plan shall be conditional on
the making of such payments or arrangements, and the Company shall, to the
extent permitted by law, have the right to deduct any such taxes from any
payment of any kind otherwise due to the Participant.


(e)           No member of the Board or the
Administrator, nor any officer or employee of the Company acting on behalf of
the Board or the Administrator, shall be personally liable for any action,
determination, or interpretation taken or made in good faith with respect to
the Plan, and all members of the Board or the Administrator and each and any
officer or employee of the Company acting on their behalf shall, to the extent
permitted by law, be fully indemnified and protected by the Company in respect
of any such action, determination or interpretation.



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Section 11.            Stockholder
Approval; Effective Date of Plan.


(a)           The grant of any award hereunder
shall be contingent upon stockholder approval of the Plan being obtained within
12 months before or after the date the Board adopts the Plan.


(b)           Subject to the approval of the Plan
by the stockholders of the Company within twelve (12) months before or after
the date the Plan is adopted by the Board, the Plan shall be effective as of
the first trading day on or after the date on which the Securities and Exchange
Commission declares the Company’s Registration Statement effective (the “Effective
Date”).


Section 12.            Term
of Plan.


No Stock Option, Stock Appreciation Right, or awards
of Restricted Stock, Deferred Stock or Performance Shares shall be granted
pursuant to the Plan on or after the tenth anniversary of the Effective Date,
but awards theretofore granted may extend beyond that date.



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