Exhibit
10.2


CROCS, INC.


2007
EQUITY INCENTIVE PLAN


1.                                       Purpose.  The purpose of the Crocs, Inc.
2007 Equity Incentive Plan (the “Plan”) is to promote the interests of the
Company and its stockholders by aligning the interests of employees and others
who are selected to be Participants with those of the Company’s stockholders,
providing Participants with a strong incentive to put forth maximum effort for
the continued success and growth of the Company and its Affiliates, and
assisting the Company in attracting, motivating and retaining the best
available individuals for service to the Company.


2.                                       Definitions.  The capitalized terms used in
the Plan have the meanings set forth below.


(a)                                     “Affiliate” means any corporation that is a “parent
corporation” or “subsidiary corporation” of the Company, as those terms are
defined in Code Sections 424(e) and (f), or any successor provisions, and for
purposes other than the grant of Incentive Stock Options, any joint venture in
which the Company or any such “parent corporation” or “subsidiary corporation”
owns an equity interest.


(b)                                    “Agreement” means any written or electronic
agreement, instrument or document evidencing the grant of an Award in such form
as has been approved by the Committee, including all amendments thereto.


(c)                                     “Award” means a grant made under the Plan in
the form of Restricted Stock, Restricted Stock Units, Options, Stock
Appreciation Rights, Performance Units, Stock or any other stock-based
award.


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


(e)                                     “Cause” means (i) the Participant’s material
breach of any confidentiality, non-disclosure, non-solicitation,
non-competition, invention assignment or similar agreement with the Company or
any Affiliate; (ii) an act or acts of dishonesty undertaken by the Participant
resulting in gain or personal enrichment of the Participant at the expense of
the Company; (iii) persistent failure by the Participant to perform the duties
of the Participant’s employment, which failure is demonstrably deliberate on
the part of the Participant and constitutes gross neglect of duties by the
Participant; (iv) any failure by the Participant to materially conform to the
Company’s Code of Business Conduct and Ethics; or (v) the indictment or
conviction of the Participant for a felony if the act or acts constituting the
felony are substantially detrimental to the Company or its reputation.


(f)                                    “Change of Control” means one of the
following:


(1)                               a majority of the directors of the Company shall be persons other than
persons


(i)                                         for whose election proxies shall have been
solicited by the Board, or


(ii)                                    who are then serving as directors appointed
by the Board to fill vacancies on the Board caused by death or resignation (but
not by removal) or to fill newly created directorships;













(2)                                 35% or more of (1) the combined voting power
of the then outstanding voting securities of the Company entitled to vote
generally in the election of directors (“Outstanding Company Voting Securities”)
or (2) the then outstanding Shares of Stock (“Outstanding Company Common Stock”)
is acquired or beneficially owned (as defined in Rule 13d-3 under the Exchange
Act, or any successor rule thereto) by any individual, entity or group (within
the meaning of Section 13d(3) or 14(d)(2) of the Exchange Act), provided,
however, that the following acquisitions and beneficial ownership shall not
constitute Changes of Control pursuant to this Section 2(f)(2):


(i)                                       any acquisition or beneficial ownership by
the Company or a subsidiary of the Company, or


(ii)                                    any acquisition or beneficial ownership by
any employee benefit plan (or related trust) sponsored or maintained by the
Company or one or more of its subsidiaries, or


(iii)                                 any acquisition or beneficial ownership by a
parent entity of the Company (after giving effect to the merger or statutory
shore exchange) or its wholly-owned subsidiaries, as long as they shall remain
wholly-owned subsidiaries, directly or indirectly of 100% of the Outstanding
Company Voting Securities as a result of a merger or statutory share exchange
that complies with Section 2(f)(3)(i)(A), (B) and (C) or the exception in
Section 2(f)(3)(ii) in all respects;


(3)                               the Company consummates


(i)                            a merger of the Company with or into another
entity, other than a merger in which:


(A)                              the persons who were the beneficial owners,
respectively, of the Outstanding Company Voting Securities and Outstanding
Company Common Stock immediately prior to such merger beneficially own,
directly or indirectly, immediately after the merger, more than 50% of,
respectively, the then outstanding common stock and the then outstanding voting
power of the voting securities (or comparable equity interests) of the
surviving entity in the merger or its direct or indirect parent entity in
substantially the same proportions (except for those exercising statutory
dissenters’ rights) as their ownership of the Outstanding Company Voting
Securities and Outstanding Company Common Stock immediately prior to the
merger,


(B)                                if voting securities of the direct or
indirect parent entity of the Company (after giving effect to the merger) are
exchanged for Outstanding Company Voting Securities in the merger, all holders
of any class or series of Outstanding Company Voting Securities immediately
prior to the merger have the right to receive substantially the same per share
consideration in exchange for their Outstanding Company Voting Securities as
all other holders of such class or series (except for those exercising
statutory dissenters’ rights), and


(C)                                no individual, entity or group (other than a
direct or indirect, parent entity that, after giving effect to the merger,
directly or indirectly through one or more wholly owned subsidiaries,
beneficially owns 100% of the



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outstanding voting
securities of the entity resulting from the merger) beneficially owns, directly
or indirectly, immediately after the merger, 35% or more of the voting power of
the outstanding voting securities or the outstanding common stock of the entity
(or comparable equity interests) resulting from the merger.


(ii)                                    an exchange, pursuant to a statutory exchange
of Outstanding Company Voting Securities held by stockholders of the Company
immediately prior to the exchange, of shares of one or more classes or series
of Outstanding Company Voting Securities for cash, securities or other
property, except for voting securities of a direct or indirect parent entity of
the Company (after giving effect to the statutory share exchange) owning
directly, or indirectly through wholly-owned subsidiaries, both beneficially
and of record 100% of the Outstanding Company Voting Securities immediately
after the statutory share exchange if (1) the persons who were the beneficial
owners, respectively, of the Outstanding Company Voting Securities and the
Outstanding Common Stock of the Company immediately before such statutory share
exchange own, directly or indirectly, immediately after the statutory share
exchange more than 50% of, respectively, the voting power of the then
outstanding voting securities and the then outstanding common stock (or comparable
equity interests) of such parent entity, and (2) all holders of any class or
series of Outstanding Company Voting Securities immediately prior to the
statutory share exchange have the right to receive substantially the same per
share consideration in exchange for their Outstanding Company Voting Securities
as all other holders of such class or series (except for those exercising
statutory dissenters’ rights), or


(iii)                                 a sale or other disposition of all or
substantially all of the assets of the Company (in one transaction or a series
of transactions); or


(4)                                 the stockholders of the Company approve a
definitive agreement or plan to liquidate or dissolve the Company.


Notwithstanding anything herein stated, no Change of
Control shall be deemed to occur unless it would be deemed to constitute a
change in ownership or effective control, or a change in the ownership of a
substantial portion of the assets, of a business under Section 409A of the
Code.


(g)                                    “Code” means the Internal Revenue Code of
1986, as amended and in effect from time to time or any successor statute, and
the regulations promulgated thereunder.


(h)                                    “Committee” means two or more Non-Employee
Directors designated by the Board to administer the Plan under Section 3.1,
each member of which shall be (i) an independent director within the meaning of
Rule 4200(15) of the Nasdaq Marketplace Rules, (ii) considered a non-employee
director within the meaning of Exchange Act Rule 16b-3, and (iii) an
outside director for purposes of Code Section 162(m).


(i)                                        “Company” means Crocs, Inc., a Delaware
corporation, or any successor to all or substantially all of its businesses by
merger, consolidation, purchase of assets or otherwise.


(j)                                        “Disability” means the disability of a
Participant such that the Participant is considered disabled under any
retirement plan of the Company which is qualified under Section 401 of the
Code, or as otherwise determined by the Committee.



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(k)                                     “Employee” means an employee (including an
officer or director who is also an employee) of the Company or an Affiliate.


(l)                                        “Exchange Act” means the Securities Exchange
Act of 1934, as amended and in effect from time to time or any successor
statute.


(m)                                  “Fair Market Value” as of any date means,
unless otherwise expressly provided in the Plan, the closing sale price of a
Share on the Nasdaq Global Select Market (or such other national securities
exchange as may at the time be the principal market for the Shares) on that
date or, if no sale of the Company’s Shares occurred on that date, on the next
preceding day on which a sale of Shares occurred.  If the Shares
are not then listed and traded upon the Nasdaq Global Select Market or other
national securities exchange, Fair Market
Value shall be what the Committee determines in good faith to be 100% of
the fair market value of a Share on that date, using such criteria as it shall
determine, in its sole discretion, to be appropriate for valuation.


(n)                                    “Fundamental Change” means a dissolution or
liquidation of the Company, a sale of substantially all of the assets of the
Company, a merger or consolidation of the Company with or into any other
corporation, regardless of whether the Company is the surviving corporation, or
a statutory share exchange involving capital stock of the Company.


(o)                                 “Grant Date” means the date on which the
Committee approves the grant of an Award under the Plan, or such later date as
may be specified by the Committee on the date the Committee approves the Award.


(p)                                    “Incentive Stock Option” means any Option
designated as such and granted in accordance with the requirements of Code
Section 422.


(q)                                    “Insider” as of a particular date means any
person who, as of that date is an officer of the Company as defined under
Exchange Act Rule 16a-1(f).


(r)                                       “Non-Employee Director” means a member
of the Board who is not an Employee.


(s)                                     “Non-Statutory Stock Option” means an
Option other than an Incentive Stock Option.


(t)                                       “Option” means a right to purchase a number
of Shares at a specified price.


(u)                                    “Participant” means a person to whom an Award
is or has been made in accordance with the Plan.


(v)                                    “Performance-Based Compensation” means an
Award to a “covered officer” (as defined in Section 162(m)(3) of the Code) that
is intended to constitute “performance-based compensation” within the meaning
of Section 162(m)(4)(c) of the Code.


(w)                                  “Performance Period” means the period of time
as specified in an Agreement over which Performance Units or any other Award
subject to Performance Measures are to be earned.


(x)                                      “Performance Measures” means any measures of performance
established by the Committee in connection with the grant of an Award.  In the case of any such grant intended to
constitute Performance-Based Compensation, the Performance Measures shall consist of one or a combination of two or
more of the following performance criteria: net sales; net earnings; earnings
before income taxes;



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earnings before interest and taxes; earnings
before interest, taxes, depreciation and amortization; earnings per share
(basic or diluted); profitability as measured by return ratios (including
return on assets, return on equity, return on investment and return on net
sales) or by the degree to which any of the foregoing earnings measures exceed
a percentage of net sales; cash flow; market share; margins (including one or more
of gross, operating and net earnings margins); stock price; total stockholder
return; asset quality; non-performing assets; revenue growth; operating income;
pre- or after-tax income; cash flow per share; operating assets; improvement in
or attainment of expense levels or cost savings; economic value added; and
improvement in or attainment of working capital levels. Any Performance Measure utilized may be
expressed in absolute amounts, on a per share basis, as a growth rate or change
from preceding periods, or as a comparison to the performance of specified
companies or other external measures, and may relate to one or any combination
of corporate, group, unit, division,
Affiliate or individual performance.


(y)                                    “Performance Unit” means the right to receive
the Fair Market Value of one Share upon the achievement of specified levels of
one or more Performance Measures in accordance with an Award granted under
Section 11.


(z)                                      “Plan” means this Crocs, Inc. 2007 Equity
Incentive Plan, as amended and in effect from time to time.


(aa)                               “Restricted Stock” means Shares issued in
accordance with an Award granted under Section 7 so long as the retention
and/or vesting of such Shares remains subject to conditions or restrictions.


(bb)                          “Restricted Stock Unit” means a derivative security provided in
accordance with an Award granted under Section 8 which represents the right to
receive, in cash and/or Stock as determined by the Committee, the Fair Market
Value of one Share, and the retention, vesting and/or settlement of which is
subject to conditions or restrictions.


(cc)                               “Retirement” means
termination of an Employee’s employment, other than for Cause, at or after age
65.


(dd)                             “Share” means a share of Stock.


(ee)                               “Stock” means the common stock, no par value,
of the Company.


(ff)                                   “Stock Appreciation Right” means a right, the
value of which is determined in relation to the appreciation in value of Shares
in accordance with an Award granted under Section 10.


(gg)                             “Subsidiary” means a “subsidiary corporation”
as that term is defined in Code Section 424(f) or any successor provision.


(hh)                             “Successor” means the legal representative of
an incompetent Participant, or if the Participant is deceased means the estate
of the Participant or the person or persons who may, by bequest or inheritance,
or pursuant to the terms of an Award, acquire the right to exercise an Option
or Stock Appreciation Right or to receive cash and/or Shares issuable in
satisfaction of an Award in the event of the Participant’s death.


(ii)                                     “Transferee” means any “family member” (as
defined by the general instructions to Form S-8 under the Securities Act of
1933) of the Participant.



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3.                                       Administration and Indemnification.


(a)                                     Administration.


(1)                                 The Committee shall administer the Plan.  The Committee shall have exclusive power to
(i) make Awards; (ii) determine when and to whom Awards will be granted, the
form of each Award, the amount of each Award, and any other terms or conditions
of each Award consistent with the Plan; (iii) prescribe and amend the terms of
Agreements evidencing Awards; and (iv) determine whether, to what extent and
under what circumstances, Awards may be settled, paid or exercised in cash,
Shares or other Awards, or other property or canceled, forfeited or suspended.  A majority of the members of the Committee
shall constitute a quorum for any meeting of the Committee, and acts of a
majority of the members present at any meeting at which a quorum is present or
the acts unanimously approved in writing by all members of the Committee shall
be the acts of the Committee. 
Notwithstanding the foregoing, the Board shall perform the duties and
have the responsibilities of the Committee with respect to Awards made to
Non-Employee Directors.


(2)                                 Solely for purposes of determining and
administering Awards to Participants who are not Insiders, the Committee may
delegate all or any portion of its authority under the Plan to one or more
persons who are not Non-Employee Directors.


(3)                                 To the extent within its discretion and
subject to Sections 16 and 17, the Committee may amend the terms and conditions
of any outstanding Award.


(4)                                 It is the intent that the Plan and all Awards
granted pursuant to it shall be administered by the Committee so as to permit
the Plan and Awards to comply with Exchange Act Rule 16b-3, except in such
instances as the Committee, in its discretion, may so provide.  If any provision of the Plan or of any Award
would otherwise frustrate or conflict with the intent expressed in this Section
3(a)(4), that provision to the extent possible shall be interpreted and deemed
amended in the manner determined by the Committee so as to avoid the
conflict.  To the extent of any remaining
irreconcilable conflict with this intent, the provision shall be deemed void as
applied to Insiders to the extent permitted by law and in the manner deemed
advisable by the Committee.


(5)                                 The Committee’s interpretation of the Plan
and of any Award or Agreement made under the Plan and all related decisions or
resolutions of the Board or Committee shall be final and binding on all parties
with an interest therein.  Consistent
with its terms, the Committee shall have the power to establish, amend or waive
regulations to administer the Plan.  In
carrying out any of its responsibilities, the Committee shall have
discretionary authority to construe the terms of the Plan and any Award or
Agreement made under the Plan.


(6)                                 In order to facilitate compliance with the
applicable provisions of the laws in other countries in which the Company or
its Affiliates operate or have Employees or non-employee consultants and
advisors, and notwithstanding any other provision of this Plan, the Committee
shall have the power and authority to (i) determine which (if any) individuals
rendering services or employed outside the United States are eligible to
participate in the Plan or to receive any type of Award hereunder; (ii)
determine which non-U.S.-based Affiliates or operations may participate in the
Plan; (iii) modify the terms and conditions of any Awards made to such
individuals or with respect to such non-U.S.-based Affiliates or operations;
and (iv) establish sub-plans, modify methods of exercise, modify payment
restrictions on sale or transfer 



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of Shares and other terms
and procedures to the extent deemed necessary or desirable by the Committee to
comply with applicable laws of the non-U.S. jurisdiction.


(b)                                 Indemnification.  Each
person who is or shall have been a member of the Committee, or of the Board,
and any other person to whom the Committee delegates authority under the Plan,
shall be indemnified and held harmless by the Company, to the extent permitted
by law, against and from any loss, cost, liability or expense that may be
imposed upon or reasonably incurred by such person in connection with or
resulting from any claim, action, suit or proceeding to which such person may
be a party or in which such person may be involved by reason of any action
taken or failure to act, made in good faith, under the Plan and against and
from any and all amounts paid by such person in settlement thereof, with the
Company’s approval, or paid by such person in satisfaction of any judgment in
any such action, suit or proceeding against such person, provided such person
shall give the Company an opportunity, at the Company’s expense, to handle and
defend the same before such person undertakes to handle and defend it on such
person’s own behalf.  The foregoing right
of indemnification shall not be exclusive of any other rights of
indemnification to which such person or persons may be entitled under the
Company’s Certificate of Incorporation or Bylaws, as a matter of law, or
otherwise, or any power that the Company may have to indemnify them or hold
them harmless.


4.                                       Shares Available Under the Plan.


(a)                                     Subject to adjustment pursuant to Section 17,
the number of Shares that may be granted under the Plan shall not exceed
4,500,000, of which not more than 1,500,000 Shares may be the subject of Awards
other than Options and Stock Appreciation Rights.  The
Shares issued under the Plan may come from authorized and unissued shares or
treasury shares.


(b)                                    Any Shares subject to that portion of an
Award which, for any reason, is forfeited or expires or terminates unexercised
or unearned may again be used for future Awards.


(c)                                     Any Shares subject to an Award settled in
cash or other property in lieu of Shares may again be used for future Awards.


(d)                                    For the purposes of computing the total
number of Shares granted under the Plan, the following rules shall apply to
Awards payable in Shares where appropriate:


(1)                                 Each
Award shall initially be deemed to involve the grant of the maximum number of
Shares in which the particular Award is denominated.


(2)                                 If a Stock Appreciation Right has been
exercised and settled in Shares, the gross number of Shares with respect to
which such exercise occurred shall be deemed granted and may not again be the
subject of Awards under the Plan.


(3)                                 To
the extent an Award is paid or settled in some other security, it shall be
deemed to have involved the grant of the number of Shares in which that portion
of the Award was denominated.


(4)                                 Where
the number of Shares available under the Award is variable on the Grant Date,
the number of Shares granted shall be deemed, prior to the settlement of the
Award, to be the maximum number of Shares that could be received under that
particular Award.



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(5)                                 Where
two or more types of Awards (all of which are payable in Shares) are granted to
a Participant in tandem with each other, such that the exercise of one type of
Award with respect to a number of Shares cancels at least an equal number of
Shares of the other, such joint Awards shall be deemed to involve the grant of
the maximum number of Shares available under the largest single Award.


(6)                                 Shares tendered or withheld in payment of an
Option exercise price or to satisfy any tax withholding obligation shall not be
added to the total number of Shares available for grant under the Plan.


(7)                                 Shares that are repurchased by the Company
with Option proceeds shall not be added to the total number of Shares available
for grant under the Plan.


(e)                                     No fractional Shares may be issued under the
Plan; however, cash shall be paid in lieu of any fractional Share in settlement
of an Award.


(g)                                    The maximum number of Shares that may be
issued pursuant to Incentive Stock Options shall be 4,500,000, which limit will
be subject to adjustment under Section 17 to the extent such adjustment is
consistent with adjustments permitted of a plan authorizing the grant of
incentive stock options under Code Section 422. 
The aggregate number of Shares subject to Options and/or Stock
Appreciation Rights granted during any calendar year to any one Participant
shall not exceed 500,000.  The aggregate
number of Shares subject to Restricted Stock and/or Restricted Stock Unit
Awards granted during any calendar year to any one Participant shall not exceed
500,000.  The foregoing limits shall be
subject to adjustment under Section 17, but only to the extent that such
adjustment will not affect the status of any Award intended to qualify as
performance-based compensation under Code Section 162(m).


5.                                       Eligibility.  Participation in the Plan
shall be limited to (i) Employees, (ii) individuals who are not Employees but
who provide services to the Company or an Affiliate, including services
provided in the capacity of a consultant, advisor or director, such as a
Non-Employee Director, and (iii) any individual the Company desires to induce
to become an Employee or Non-Employee Director, provided that any such grant
shall be contingent upon such individual becoming an Employee or Non-Employee
Director, as the case may be.  The
granting of Awards is solely at the discretion of the Committee, except that
Incentive Stock Options may only be granted to Employees.  References herein to “employed,” “employment”
or similar terms (except “Employee”) shall include the providing of services in
any capacity, including as a director.  Neither the transfer of employment of a
Participant between any of the Company or its Affiliates, nor a leave of
absence granted to such Participant and approved by the Committee, nor any
change in status from an Employee to a consultant of the Company shall be
deemed a termination of employment for purposes of the Plan.


6.                                       General Terms of Awards.


(a)                                  Amount of Award.  Each
Award shall be evidenced by an Agreement setting forth the number of Shares
subject to the Award together with such other terms and conditions applicable
to the Award (and not inconsistent with the Plan) as determined by the
Committee, which may include conditions on vesting, exercisability, lapsing of
restrictions or payment that are tied to Performance Measures.


(b)                                 Vesting and Term.  Each
Agreement, other than those relating solely to Awards of Shares without
restrictions, shall set forth the period until the applicable Award is scheduled
to expire, which shall not be more than ten years from the Grant Date, and any
applicable Performance Period. The 



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Committee may provide for such vesting conditions as it may determine,
subject to the following limitations:


(1)
an Award that is not subject to the satisfaction of Performance Measures may
not fully vest or become fully exercisable earlier than three years from the
Grant Date; and


(2)
the Performance Period of a Performance Unit or other Award subject to
Performance Measures may not be shorter than one year.


The limitations in clauses (1) and (2) above will not, however, apply
in the following situations: (i) an Award made to attract a key executive to
join the Company; (ii) upon a Change of Control; (iii) termination of
employment due to death, Disability or Retirement; (iv) Restricted Stock or
Restricted Stock Units issued in exchange for other compensation; (v) a
substitute Award granted pursuant to Section 20; and (vi) Awards issued to
Non-Employee Directors.


(c)                                  Transferability.  Except
as provided in this Section, (i) during the lifetime of a Participant, only
that Participant (or that Participant’s Successor) may exercise an Option or
Stock Appreciation Right, or receive payment with respect to any other Award,
and (ii) no Award may be sold, assigned, transferred, exchanged or otherwise
encumbered other than to a Successor in the event of a Participant’s death or
pursuant to a qualified domestic relations order as defined in the Code or
Title 1 of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”),
or the rules thereunder.  Any attempted
transfer in violation of this Section 6(c) shall be of no effect.  The Committee may, however, provide in an
Agreement or otherwise that an Award (other than an Incentive Stock Option) may
be transferable, to the extent permitted by law, to a Transferee if the
Participant does not receive any consideration for the transfer.  Any Award held by a Transferee shall continue
to be subject to the same terms and conditions that were applicable to that
Award immediately before the transfer thereof to the Transferee.  For purposes of any provision of the Plan
relating to notice to a Participant or to acceleration or termination of an
Award upon the death or termination of employment of a Participant, the
references to “Participant” shall mean the original grantee of an Award and not
any Transferee.


(d)                                    Termination of Employment.  Except as otherwise determined by the Committee
or provided by the Committee in an Agreement, in case of a Participant’s
termination of employment with the Company and all of its Affiliates, the
following provisions shall apply:


(1)                                 Options and Stock
Appreciation Rights.


(i)                                     Death or Disability.  If a Participant’s employment terminates
because of death or Disability before an Award of an Option or Stock
Appreciation Right has expired, the portion of such Award that was exercisable
immediately prior to such termination shall remain exercisable for one year
after the date of such termination of employment (but not after the scheduled
expiration date of such Award).  The
unexercisable portion of such Award shall terminate at the date of termination
of employment.


(ii)                                  Retirement.  If the employment of a Participant who is an
Employee terminates because of Retirement before an Award of an Option or Stock
Appreciation Right has expired, the portion of such Award that was exercisable
immediately prior to such termination shall remain exercisable for one year
after the date of such termination of employment (but not after the scheduled
expiration date of such Award).  The
unexercisable portion of such Award shall terminate at the date of termination
of employment.



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(iii)                               Cause.  If a Participant’s employment is terminated
for Cause, all Awards to the Participant will terminate immediately upon such
termination.


(iv)                              Termination for Other
Reasons.  If a Participant’s employment terminates for
any reason other than death, Disability, Retirement or Cause, then the
unexercisable portion of any Award of an Option or Stock Appreciation Right
held by such Participant shall terminate at the date of termination of
employment, and any portion of such Award that was exercisable immediately
prior to such termination shall remain exercisable for three months after
termination of the Participant’s employment (but not after the scheduled
expiration date of such Award) if the Participant is not a Non-Employee
Director, and shall remain exercisable until the scheduled expiration of the
Award if the Participant is a Non-Employee Director.


(2)                                 Performance Units.  If a Participant’s employment with the
Company and all of its Affiliates terminates during a Performance Period
because of death, Disability or Retirement, the Participant shall be entitled
to a payment of Performance Units at the end of the Performance Period based
upon the extent to which achievement of Performance Measures was satisfied at
the end of such period and prorated for the portion of the Performance Period
during which the Participant was employed by the Company or any Affiliate.  Except as provided in this Section 6(d)(2) or
in the applicable Agreement, if a Participant’s employment terminates with the
Company and all of its Affiliates during a Performance Period, then such
Participant shall not be entitled to any payment with respect to that
Performance Period.


(3)                                 Restricted Stock and
Restricted Stock Unit Awards.  If a
Participant’s employment with the Company and all of its Affiliates terminates
because of death, Disability or Retirement, a pro rata portion of any outstanding
Award of Restricted Stock or Restricted Stock Units shall immediately
vest.  The portion of the Award that will
vest will involve that number of Shares or Units which, when combined with the
number of Shares or Units subject to the Award that have previously vested,
will represent the same ratio to the total number of Shares or Units subject to
the original Award as the portion of the scheduled vesting period of the Award
during which the Participant was employed by the Company and its Affiliates
bears to the scheduled vesting period. 
The portion of any Award of Restricted Stock or Restricted Stock Units
that does not vest as provided in the preceding sentence will terminate at the
date of the Participant’s termination of employment, and any Shares of Restricted
Stock will be forfeited to the Company.


(e)                                  Rights as Stockholder.  Each
Agreement shall provide that a Participant shall have no rights as a
stockholder with respect to any securities covered by an Award unless and until
the date the Participant becomes the holder of record of the Stock, if any, to
which the Award relates.


(f)                                    Performance-Based Awards.  Any
Award may be granted as a performance-based Award if the Committee establishes
one or more Performance Measures upon which vesting, the lapse of restrictions
or settlement in cash or Shares is contingent. 
With respect to any Award intended to be Performance-Based Compensation,
the Committee shall establish and administer Performance Measures in the manner
described in Section 162(m) of the Code and the then current regulations of the
Secretary of the Treasury.


7.                                       Restricted Stock Awards.


(a)                                     An Award of Restricted Stock under the Plan
shall consist of Shares subject to restrictions on transfer and conditions of
forfeiture, which restrictions and conditions shall be included in



 10
 









the applicable Agreement.  The
Committee may provide for the vesting of such Shares and the corresponding
lapse or waiver of any such restrictions or conditions based on such factors or
criteria as the Committee, in its sole discretion, may determine.


(b)                                    Except as otherwise provided in the
applicable Agreement, the Shares subject to an Award of Restricted Stock shall
be evidenced by a book-entry in the name of the Participant with the Company’s
transfer agent or by one or more Stock certificates issued in the name of the
Participant.  Any such Stock certificate
shall either be deposited with the Company or its designee, together with an
assignment separate from the certificate, in blank, signed by the Participant,
or bear such legend with respect to the restricted nature of the Restricted
Stock evidenced thereby as shall be provided for in the applicable
Agreement.  Any book-entry shall be
accompanied by a similar legend.


(c)                                     Upon the vesting of Restricted Stock and the
corresponding lapse of the restrictions and conditions, unrestricted Shares
shall be issued to the Participant or a Successor or Transferee.


(d)                                    Unless otherwise provided in an Agreement, a
Participant or a Transferee with a Restricted Stock Award shall have all the
other rights of a stockholder including, but not limited to, the right to
receive dividends and the right to vote the Shares of Restricted Stock.


8.                                       Restricted
Stock Unit Awards.  An Award of
Restricted Stock Units under the Plan shall be subject to restrictions on
transfer and conditions of forfeiture, which restrictions and conditions shall
be included in the applicable Agreement. 
The Committee may provide for the vesting of Restricted Stock Units and
the corresponding lapse or waiver of any such restrictions or conditions based
on such factors or criteria as the Committee, in its sole discretion, may
determine.  Following the vesting of a
Restricted Stock Unit Award, payment to the Participant or a Successor or
Transferee shall be made at such time or times as shall be provided in the
Agreement in the form of cash, Shares or a combination of cash and Shares as
determined by the Committee.


9.                                       Stock
Options.


(a)                                  Terms
of All Options.


(1)                                 An Option shall be
granted pursuant to an Agreement as either an Incentive Stock Option or a
Non-Statutory Stock Option.  The purchase
price of each Share subject to an Option shall be determined by the Committee
and set forth in the Agreement, but shall not be less than the Fair Market
Value of a Share as of the Grant Date (except as provided in Section 20).


(2)                                     The purchase price
of the Shares with respect to which an Option is exercised shall be payable in
full at the time of exercise, which may include, to the extent permitted by the
Committee, payment under a broker-assisted sale and remittance program
acceptable to the Committee.  The purchase price may be paid in cash or, if the
Committee so permits, by withholding Shares otherwise issuable to the
Participant upon exercise of the Option or by delivery to the Company of Shares
(by actual delivery or attestation) already owned by the Participant (in each
case, such Shares having a Fair Market Value as of the date the Option is
exercised equal to the purchase price of the Shares being purchased), or a
combination thereof, unless otherwise provided in the Agreement.  A Participant exercising an Option
shall not be permitted to pay any portion of the purchase price with Shares if,
in the opinion of the Committee, payment in such manner could have adverse
financial accounting consequences for the Company.



 11
 









(3)                                 Each Option shall be
exercisable in whole or in part on the terms provided in the Agreement. 
In no event shall any Option be exercisable at any time after its
scheduled expiration.  When an Option is
no longer exercisable, it shall be deemed to have terminated.


(4)                                 Options will not be granted under the Plan in
consideration for, and the grant of Options will not be conditioned on, the
delivery of Shares to the Company in payment of the exercise price and/or tax
withholding obligation under any other Option.


(b)                                 Incentive
Stock Options.  In addition to the
other terms and conditions applicable to all Options:


(1)                                     The
aggregate Fair Market Value (determined as of Option Grant Date) of the Shares
with respect to which Incentive Stock Options held by an individual first
become exercisable in any calendar year (under the Plan and all other incentive
stock option plans of the Company and its Affiliates) shall not exceed $100,000
(or such other limit as may be required by the Code) if this limitation is
necessary to qualify the Option as an Incentive Stock Option.  To the extent an Option granted to a
Participant exceeds this limit, the Option shall be treated as a Non-Statutory
Stock Option.


(2)                                     An
Incentive Stock Option shall not be exercisable more than 10 years after its
Grant Date (or such other limit as may be required by the Code) if this
limitation is necessary to qualify the Option as an Incentive Stock Option.


(3)                                     An
Incentive Stock Option shall not be exercisable more than one year after
termination of the Participant’s employment with the Company and its Affiliates
if such termination is due to the Participant’s death or Disability, or more
than three months after termination of the Participant’s employment if such
termination is due to any other reason.


(4)                                       The
Agreement covering an Incentive Stock Option shall contain such other terms and
provisions that the Committee determines necessary to qualify the Option as an
Incentive Stock Option.


(5)                                       No
Participant may receive an Incentive Stock Option under the Plan if,
immediately after the grant of such Award, the Participant would own (after
application of the rules contained in Code Section 424(d)) Shares possessing
more than 10% of the total combined voting power of all classes of stock of the
Company or its Subsidiaries, unless (i) the option price for that Incentive
Stock Option is at least 110% of the Fair Market Value of the Shares subject to
that Incentive Stock Option on the Grant Date and (ii) that Option is not
exercisable after the date five years from its Grant Date.


10.                                 Stock
Appreciation Rights.  An Award of a
Stock Appreciation Right shall entitle the Participant (or a Successor or
Transferee), subject to terms and conditions determined by the Committee, to
receive upon exercise of the Stock Appreciation Right all or a portion of the
excess of (i) the Fair Market Value of a specified number of Shares as of the
date of exercise of the Stock Appreciation Right over (ii) a specified price
that shall not be less than 100% of the Fair Market Value of such Shares as of
the Grant Date of the Stock Appreciation Right. 
Each Stock Appreciation Right may be exercisable in whole or in part on
the terms provided in the Agreement.  No
Stock Appreciation Right shall be exercisable at any time after its scheduled
expiration.  When a Stock Appreciation
Right is no longer exercisable, it shall be deemed to have terminated.  Upon exercise of a Stock Appreciation Right,
payment to the Participant or a Successor or Transferee shall be made at such
time or times as shall be provided in the Agreement in the



 12
 









form of cash,
Shares or a combination of cash and Shares as determined by the Committee.  The Agreement may provide for a limitation
upon the amount or percentage of the total appreciation on which payment
(whether in cash and/or Shares) may be made in the event of the exercise of a
Stock Appreciation Right.


11.                                 Performance
Units.


(a)                                  Initial
Award.


(1)                                     An Award of
Performance Units under the Plan shall entitle the Participant (or a Successor
or Transferee) to future payments of cash, Shares or a combination thereof, as
determined by the Committee, based upon the achievement of specified levels of
one or more Performance Measures.  The
Agreement may provide that a portion of a Participant’s Award will be paid for
performance that exceeds the minimum target but falls below the maximum target
applicable to the Award.  The Agreement
shall also provide for the timing of the payment.


(2)                                 Following the
conclusion or acceleration of each Performance Period, the Committee shall
determine the extent to which (i) Performance Measures have been attained, (ii)
any other terms and conditions with respect to an Award relating to the
Performance Period have been satisfied and (iii) payment is due with respect to
an Award of Performance Units.


(3)                               No Participant may receive Awards of Performance
Units relating to more than 500,000 Shares in any year under this Plan.


(b)                                 Acceleration
and Adjustment.  The Agreement may
permit an acceleration of the Performance Period and an adjustment of
Performance Measures and payments with respect to some or all of the
Performance Units awarded to a Participant upon the occurrence of certain
events, which may include a Change of Control, a Fundamental Change, a recapitalization,
a change in the accounting practices of the Company, a change in the
Participant’s title or employment responsibilities, the Participant’s death,
Disability or Retirement or, with respect to payments in Shares, a
reclassification, stock dividend, stock split or stock combination as provided
in Section 17.  The Agreement also may
provide for a limitation on the value of an Award of Performance Units that a
Participant may receive.


12.                                 Other
Awards.  The Committee may from time
to time grant Stock and other Awards under the Plan including, without
limitation, those Awards pursuant to which Shares are or may in the future be
acquired, Awards denominated in Stock units, securities convertible into Stock
and phantom securities.  The Committee,
in its sole discretion, shall determine the terms and conditions of such Awards
provided that such Awards shall not be inconsistent with the terms and purposes
of the Plan.  The Committee may, in its
sole discretion, direct the Company to issue Shares subject to restrictive
legends and/or stop transfer instructions that are consistent with the terms
and conditions of the Award to which the Shares relate.


13.                                 Effective
Date and Duration of the Plan.


(a)                                  Effective
Date.  The Plan shall become
effective on the date it is approved by the requisite vote of Company’s
stockholders at the 2007 Annual Meeting of Stockholders or any adjournment
thereof.


(b)                                 Duration
of the Plan.  The Plan shall remain
in effect until all Shares subject to it shall be distributed, all Awards have
expired or terminated, the Plan is terminated pursuant to Section 16, or the



 13
 









tenth anniversary
of the date of stockholder approval of the Plan, whichever occurs first (the “Termination
Date”).  Awards made before the
Termination Date may be exercised, vested or otherwise effectuated beyond the
Termination Date unless limited in the Agreement or otherwise.


14.                                 Plan
Participation and Employment Status.


(a)                                  Status
as an eligible Employee shall not be construed as a commitment that any Award
will be made under the Plan to that eligible Employee or to eligible Employees
generally.


(b)                                    Nothing
in the Plan or in any Agreement or related documents shall confer upon any
Employee or Participant any right to continue in the employment of the Company
or any Affiliate or constitute any contract of employment or affect any right
that the Company or any Affiliate may have to change such person’s
compensation, other benefits, job responsibilities, or title, or to terminate
the employment of such person with or without cause.


15.                                 Tax
Withholding.  The Company shall have
the right to withhold from any cash payment under the Plan to a Participant or
other person (including a Successor or a Transferee) an amount sufficient to
cover any required withholding taxes. 
The Company shall have the right to require a Participant or other
person receiving Shares under the Plan to pay the Company a cash amount
sufficient to cover any required withholding taxes before actual receipt of
those Shares.  In lieu of all or any part
of a cash payment from a person receiving Shares under the Plan, the Committee
may permit the individual to cover all or any part of the required withholdings
through a reduction in the number of Shares delivered or a delivery or tender
to the Company of Shares held by the Participant or other person, in each case
valued in the same manner as used in computing the withholding taxes under
applicable laws.


16.                                 Amendment
and Termination of the Plan and Agreements.


(a)                                     Except
as limited in (b) below, (i) the Board may at any time and from time to time
terminate, suspend or amend the Plan and (ii) the Committee may at any time
alter or amend any or all Agreements under the Plan.  The Company shall submit any amendment of the
Plan to its stockholders for approval if the rules of the Nasdaq Global Select
Market or other applicable laws or regulations require stockholder approval of
such amendment.


(b)                                    No
termination, suspension, or amendment of the Plan will materially and adversely
affect any right acquired by any Participant or Successor or Transferee under
an Award granted before the date of termination, suspension, or amendment,
unless otherwise agreed to by the Participant in the Agreement or otherwise, or
required as a matter of law; but it will be conclusively presumed that any
adjustment for changes in capitalization provided for in Sections 11(b) or 17
does not adversely affect these rights. 
Except as provided in Section 17, no Option or Stock Appreciation Right
granted under the Plan may be amended to decrease the exercise price thereof,
or be cancelled in conjunction with the grant of any new Option or Stock
Appreciation Right with a lower exercise price, or otherwise be subject to any
action that would be treated under accounting rules or otherwise as a “repricing”
of such Option or Stock Appreciation Right, unless such action is approved by
the Company’s stockholders.


17.                                 Adjustment
for Changes in Capitalization.  In
the event of any equity restructuring (within the meaning of Statement of
Financial Accounting Standards No. 123 (revised 2004), referred to as “FAS 123R”)
that causes the per Share value of Shares to change, such as a stock dividend
or stock split, the Committee shall cause there to be made an equitable
adjustment to the number and kind of Shares or other securities issued or
reserved for issuance pursuant to the Plan and to outstanding Awards (including
but not limited to the number and kind of Shares to which such Awards are
subject, and the exercise or



 14
 









strike price of
such Awards) to the extent such other Awards would not otherwise automatically
adjust in the equity restructuring; provided, in each case, that with respect
to Incentive Stock Options, no such adjustment shall be authorized to the
extent that such adjustment would cause such Incentive Stock Options to violate
Section 422(b) of the Code or any successor provision; provided further, that
no such adjustment shall be authorized under this Section to the extent that
such adjustment would cause an Award to be subject to adverse
tax consequences under Section 409A of the Code.  In the event
of any other change in corporate capitalization, which may include a merger,
consolidation, any reorganization (whether or not such reorganization comes
within the definition of such term in Section 368 of the Code), or any partial
or complete liquidation of the Company to the extent such events do not
constitute equity restructurings or business combinations within the meaning of
FAS No. 123R, such equitable adjustments described in the foregoing sentence
may be made as determined to be appropriate and equitable by the Committee to
prevent dilution or enlargement of rights.  In either case, any such
adjustment shall be conclusive and binding for all purposes of the Plan. 
Unless otherwise determined by the Committee, the number of Shares subject to
an Award shall always be a whole number.


18.                                 Fundamental
Change.  In the event of a proposed
Fundamental Change, the Committee may, but shall not be obligated to:


(a)                                  if
the Fundamental Change is a merger or consolidation or statutory share
exchange, make appropriate provision for the protection of the outstanding
Options and Stock Appreciation Rights by the substitution of options, stock
appreciation rights and appropriate voting common stock of the corporation
surviving any merger or consolidation or, if appropriate, the parent
corporation of the Company or such surviving corporation; or


(b)                                    at
least ten days before the occurrence of the Fundamental Change, declare, and
provide written notice to each holder of an Option or Stock Appreciation Right
of the declaration, that each outstanding Option and Stock Appreciation Right,
whether or not then exercisable, shall be canceled at the time of, or
immediately before the occurrence of the Fundamental Change in exchange for
payment to each holder of an Option or Stock Appreciation Right, within ten
days after the Fundamental Change, of cash equal to (i) for each Share covered
by the canceled Option, the amount, if any, by which the Fair Market Value (as
defined in this Section) per Share exceeds the exercise price per Share covered
by such Option or (ii) for each Stock Appreciation Right, the price determined
pursuant to Section 10, except that Fair Market Value of the Shares as of the
date of exercise of the Stock Appreciation Right, as used in clause (i) of
Section 10, shall be deemed to mean Fair Market Value for each Share with
respect to which the Stock Appreciation Right is calculated determined in the
manner hereinafter referred to in this Section. 
At the time of the declaration provided for in the immediately preceding
sentence, each Stock Appreciation Right and each Option shall immediately
become exercisable in full and each person holding an Option or a Stock
Appreciation Right shall have the right, during the period preceding the time
of cancellation of the Option or Stock Appreciation Right, to exercise the
Option as to all or any part of the Shares covered thereby or the Stock
Appreciation Right in whole or in part, as the case may be.  In the event of a declaration pursuant to
Section 18(b), each outstanding Option and Stock Appreciation Right granted
pursuant to the Plan that shall not have been exercised before the Fundamental
Change shall be canceled at the time of, or immediately before, the Fundamental
Change, as provided in the declaration. 
Notwithstanding the foregoing, no person holding an Option or a Stock
Appreciation Right shall be entitled to the payment provided for in this
Section 18(b) if such Option or Stock Appreciation Right shall have terminated,
expired or been cancelled.  For purposes
of this Section only, “Fair Market Value” per Share means the cash plus the
fair market value, as determined in good faith by the Committee, of the non-cash
consideration to be received per Share by the stockholders of the Company upon
the occurrence of the Fundamental Change.



 15
 









19.                                 Dividends
and Dividend Equivalents.  An Award
may, if so determined by the Committee, provide the Participant with the right
to receive dividend payments or dividend equivalent payments with respect to
Shares subject to the Award (both before and after the Shares subject to the
Award are earned, vested or acquired), which payments may be either made
currently or credited to an account for the Participant, and may be settled in
cash or Shares, as determined by the Committee. 
Any such settlements, and any such crediting of dividends or dividend
equivalents or reinvestment in Shares, may be subject to such conditions,
restrictions and contingencies as the Committee shall establish, including the
reinvestment of such credited amounts in Share equivalents.


20.                                 Corporate
Mergers, Acquisitions, Etc.  The
Committee may also grant Awards under the Plan in substitution for, or in
connection with the assumption of, existing awards granted or issued by another
corporation and assumed or otherwise agreed to be provided for by the Company
pursuant to or by reason of a transaction involving a corporate merger,
consolidation, acquisition of property or stock, separation, reorganization or
liquidation to which the Company or a Subsidiary is a party.  The terms and conditions of the substitute
Awards may vary from the terms and conditions set forth in the Plan to the
extent as the Board at the time of the grant may deem appropriate to conform,
in whole or in part, to the provisions of the awards in substitution for which
they are granted.


21.                                 Unfunded
Plan.  The Plan shall be unfunded and
the Company shall not be required to segregate any assets that may at any time
be represented by Awards under the Plan. 
Neither the Company, its Affiliates, the Committee, nor the Board of
Directors shall be deemed to be a trustee of any amounts to be paid under the
Plan nor shall anything contained in the Plan or any action taken pursuant to
its provisions create or be construed to create a fiduciary relationship
between the Company and/or its Affiliates, and a Participant or Successor or
Transferee.   To the extent any person
acquires a right to receive an Award under the Plan, this right shall be no
greater than the right of an unsecured general creditor of the Company.


22.                                 Limits
of Liability.


(a)                                  Any liability of the Company to any
Participant with respect to an Award shall be based solely upon contractual
obligations created by the Plan and the Award Agreement.


(b)                                 Except
as may be required by law, neither the Company nor any member of the Board of
Directors or of the Committee, nor any other person participating (including
participation pursuant to a delegation of authority under Section 3(a)(2) of
the Plan) in any determination of any question under the Plan, or in the
interpretation, administration or application of the Plan, shall have any
liability to any party for any action taken, or not taken, in good faith under
the Plan.


23.                                 Compliance
with Applicable Legal Requirements. 
No Shares distributable pursuant to the Plan shall be issued and
delivered unless the issuance of the Shares complies with all applicable legal
requirements including, without limitation, compliance with the provisions of
applicable state securities laws, the Securities Act of 1933, as amended and in
effect from time to time or any successor statute, the Exchange Act and the
requirements of the exchanges on which the Company’s Shares may, at the time,
be listed.


24.                                 Deferrals
and Settlements.  The Committee may
require or permit Participants to elect to defer the issuance of Shares or the
settlement of Awards in cash under such rules and procedures as it may
establish under the Plan.  It may also
provide that deferred settlements include the payment or crediting of interest
on the deferral amounts.



 16
 









25.                                 Other
Benefit and Compensation Programs. 
Payments and other benefits received by a Participant under an Award
made pursuant to the Plan shall not be deemed a part of a Participant’s
regular, recurring compensation for purposes of the termination, indemnity or
severance pay laws of any country and shall not be included in, nor have any
effect on, the determination of benefits under any other employee benefit plan,
contract or similar arrangement provided by the Company or an Affiliate unless
expressly so provided by such other plan, contract or arrangement, or unless
the Committee expressly determines that an Award or portion of an Award should
be included to accurately reflect competitive compensation practices or to
recognize that an Award has been made in lieu of a portion of competitive cash
compensation.


26.                                 Beneficiary
Upon Participant’s Death.  To the extent that the transfer of a Participant’s
Award at death is permitted by this Plan or under an Agreement, (i) a
Participant’s Award shall be transferable to the beneficiary, if any,
designated on forms prescribed by and filed with the Committee and (ii) upon
the death of the Participant, such beneficiary shall succeed to the rights of
the Participant to the extent permitted by law and this Plan.  If no such designation of a beneficiary has
been made, the Participant’s legal representative shall succeed to the Awards,
which shall be transferable by will or pursuant to laws of descent and distribution
to the extent permitted by this Plan or under an Agreement.


27.                                 Requirements
of Law.


(a)                                  To
the extent that federal laws do not otherwise control, the Plan and all
determinations made and actions taken pursuant to the Plan shall be governed by
the laws of the State of Delaware without regard to its conflicts-of-law
principles and shall be construed accordingly.


(b)                                 If
any provision of the Plan shall be held illegal or invalid for any reason, the
illegality or invalidity shall not effect the remaining parts of the Plan, and
the Plan shall be construed and enforced as if the illegal or invalid provision
had not been included.



 17