Exhibit
4.2


POLYPORE INTERNATIONAL, INC.

2007 STOCK INCENTIVE PLAN


1.             Purpose.


The purpose of the Plan is
to assist the Company in attracting, retaining, motivating and rewarding
certain key employees, officers, directors and consultants of the Company and
its Affiliates, and promoting the creation of long-term value for stockholders
of the Company by closely aligning the interests of such individuals with those
of such stockholders.  The Plan
authorizes the award of Stock-based incentives to Eligible Persons to encourage
such persons to expend their maximum efforts in the creation of stockholder
value.


2.             Definitions.


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


(a)           “Affiliate” means, with respect to any
entity, any other entity that, directly or indirectly through one or more
intermediaries, controls, is controlled by or is under common control with,
such entity.


(b)           “Award” means any Option, Restricted
Stock or other Stock-based award granted under the Plan.


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


(d)           “Cause” means, in the absence of any
employment agreement between a Participant and the Employer otherwise defining
Cause, (i) fraud or embezzlement on the part of Participant in the course of
his or her employment or services, (ii) personal dishonesty or acts of gross
negligence or gross misconduct, which, in each case, is demonstrably and
materially injurious to the Company or any of its Affiliates (iii) a
Participant’s intentional engagement in conduct that is materially injurious to
the Company or any of its Affiliates, (iv) a Participant’s conviction by a
court of competent jurisdiction of, or pleading “guilty” or “no contest” to,
(x) a felony or (y) any other criminal charge (other than minor traffic
violations) which could reasonably be expected to have a material adverse
impact on the reputation or business of the Company or any of its Affiliates;
(v) public or consistent drunkenness by a Participant or his or her illegal use
of narcotics which is, or could reasonably be expected to become, materially
injurious to the reputation or business of the Company or any of its Affiliates
or which impairs, or could reasonably be expected to impair, the performance of
a Participant’s duties to the Company or any of its Affiliates; or (vi) willful
failure by a Participant to follow the lawful directions of a superior officer
or the Board, unless such failure did not occur in bad faith and is cured
promptly after written notice of such failure is given to the Participant by
such superior officer or the Board, or such direction otherwise constitutes
Good Reason.  In the event there is an
employment agreement between a Participant and the Employer defining Cause, “Cause”
shall have the meaning provided in such agreement.


(e)           “Change in Control” means:


(i)            a change in
ownership or control of the Company effected through a transaction or series of
transactions (other than an offering of Stock to the general public through a
registration statement filed with the Securities and Exchange Commission)
whereby any “person” or related “group” of “persons” (as such terms are used in
Sections 13(d) and 14(d)(2) 











of
the Exchange Act), other than the Company or any of its Affiliates, or an
employee benefit plan maintained by the Company or any of its Affiliates,
directly or indirectly acquires “beneficial ownership” (within the meaning of
Rule 13d-3 under the Exchange Act) of securities of the Company possessing more
than fifty percent (50%) of the total combined voting power of the Company’s
securities outstanding immediately after such acquisition;


(ii)           the date upon which individuals who, as of the Effective
Date, constitute the Board (the “Incumbent Board”), cease for any reason
to constitute at least a majority of the Board; provided, however, that any
individual becoming a director subsequent to the date hereof whose election, or
nomination for election by the Company’s stockholders, was approved by a vote
of at least a majority of the directors then comprising the Incumbent Board
shall be considered as though such individual were a member of the Incumbent
Board, but excluding, for this purpose, any such individual whose initial
assumption of office occurs as a result of an actual or threatened election
contest with respect to the election or removal of directors or other actual or
threatened solicitation of proxies or consents by or on behalf of a person
other than the Board; or


(iii)          the sale or disposition, in one or a series of related
transactions, of all or substantially all of the assets of the Company to any “person”
or “group” (as such terms are defined in Sections 13(d)(3) and 14(d)(2) of
the Exchange Act) other than the Company’s Affiliates.


(f)            “Code” means the Internal Revenue Code
of 1986, as amended from time to time, including regulations thereunder and
successor provisions and regulations thereto.


(g)           “Committee” means the Board or such other committee appointed by
the Board consisting of two or more individuals.


(h)           “Company” means Polypore International, Inc., a Delaware
corporation.


(i)            “Disability” means, in the absence of
any employment agreement between a Participant and the Employer otherwise
defining Disability, the permanent and total disability of a person within the
meaning of Section 22(e)(3) of the Code. 
In the event there is an employment agreement between a Participant and
the Employer defining Disability, “Disability” shall have the meaning provided
in such agreement.


(j)            “Effective Date” shall mean the date
upon which the Company commences an initial public offering pursuant to an
effective registration statement.


(k)           “Eligible Person” means (i) each employee of the Company or of
any of its Affiliates, including each such person who may also be a director of
the Company and/or its Affiliates; (ii) each non-employee director of the
Company and/or its Affiliates; (iii) each other person who provides substantial
services to the Company and/or its Affiliates and who is designated as eligible
by the Committee; and (iv) any person who has been offered employment by the
Company or its Affiliates; provided, that such prospective employee may not
receive any payment or exercise any right relating to an Award until such
person has commenced employment with the Company or its Affiliates.  An employee on an approved leave of absence
may be considered as still in the employ of the Company or its Affiliates for
purposes of eligibility for participation in the Plan.











(l)            “Employer” means either the Company or
an Affiliate of the Company that the Participant (determined without regard to
any transfer of an Award) is principally employed by or provides services to,
as applicable.


(m)          “Exchange Act” means the Securities Exchange Act of 1934, as
amended from time to time, including rules thereunder and successor provisions
and rules thereto.


(n)           “Expiration Date” means the date upon which the term of an
Option expires, as determined under Section 5(b) hereof.


(o)           “Fair Market Value” means, as of any date when the Stock is
listed on one or more national securities exchanges, the closing price reported
on the principal national securities exchange on which such Stock is listed and
traded on the date of determination.  If
the Stock is not listed on an exchange, or representative quotes are not
otherwise available, the Fair Market Value shall mean the amount determined by
the Board in good faith to be the fair market value per share of Stock.


(p)            “Option” means a conditional right, granted to a Participant
under Section 5 hereof, to purchase Stock at a specified price during specified
time periods.  Options under the Plan are
not intended to qualify as “incentive stock options” meeting the requirements
of Section 422 of the Code.


(q)           “Option Agreement” means a written agreement between the Company
and a Participant evidencing the terms and conditions of an individual Option
grant.


(r)            “Participant” means an Eligible Person
who has been granted an Award under the Plan, or if applicable, such other
person or entity who holds an Award.


(s)           “Plan” means this Polypore International, Inc. 2007 Stock
Incentive Plan.


(t)            “Qualified Member” means a member of
the Committee who is a “Non-Employee Director” within the meaning of Rule 16b-3
and an “outside director” within the meaning of Regulation 1.162-27(c) under
Code Section 162(m).


(u)           “Restricted Stock” means Stock granted to a Participant under
Section 6 hereof that is subject to certain restrictions and to a risk of
forfeiture.


(v)           “Restricted Stock Agreement” means a written agreement between
the Company and a Participant evidencing the terms and conditions of an
individual Restricted Stock grant.


(w)          “Securities Act” means the Securities Act of 1933, as amended
from time to time, including rules thereunder and successor provisions and
rules thereto.


(x)            “Stock” means the Company’s Common
Stock, par value $0.01 per share, and such other securities as may be
substituted for such stock pursuant to Section 8 hereof.


3.             Administration.


(a)           Authority of the Committee. 
Except as otherwise provided below, the Plan shall be administered by
the Committee.  The Committee shall have
full and final authority, in each case subject to and consistent with the
provisions of the Plan, to (i) select Eligible Persons to become Participants;
(ii) grant Awards; (iii) determine the type, number of shares of Stock subject
to, and other terms and conditions of, and all other matters relating to,
Awards; (iv) prescribe Award agreements 











(which need not be identical
for each Participant) and rules and regulations for the administration of the
Plan; (v) construe and interpret the Plan and Award agreements and correct
defects, supply omissions, or reconcile inconsistencies therein; (vi) suspend
the right to exercise Awards during any period that the Committee deems
appropriate to comply with applicable securities laws, and thereafter extend
the exercise period of an Award by an equivalent period of time, and (vii) make
all other decisions and determinations as the Committee may deem necessary or
advisable for the administration of the Plan. 
The foregoing notwithstanding, the Board shall perform the functions of
the Committee for purposes of granting Awards under the Plan to non-employee
directors.  In any case in which the
Board is performing a function of the Committee under the Plan, each reference
to the Committee herein shall be deemed to refer to the Board, except where the
context otherwise requires.  Any action
of the Committee shall be final, conclusive and binding on all persons,
including, without limitation, the Company, its Affiliates, Eligible Persons, Participants
and beneficiaries of Participants.


(b)           Manner of Exercise of Committee Authority.  At
any time that a member of the Committee is not a Qualified Member, (i) any
action of the Committee relating to an Award intended by the Committee to
qualify as “performance-based compensation” within the meaning of Section
162(m) of the Code and regulations thereunder may be taken by a subcommittee,
designated by the Committee or the Board, composed solely of two or more
Qualified Members (a “Qualifying Committee”); and (ii) any action
relating to an Award granted or to be granted to a Participant who is then
subject to Section 16 of the Exchange Act in respect of the Company may be
taken either by such a Qualifying Committee, or by the Committee but with each
such member who is not a Qualified Member abstaining or recusing himself or
herself from such action; provided, that upon such abstention or recusal, the
Committee remains composed of two or more Qualified Members.  Any action authorized by such a Qualifying
Committee or by the Committee upon the abstention or recusal of such
non-Qualified Member(s) shall be deemed to be the action of the Committee for
purposes of the Plan.  The express grant
of any specific power to the Committee, and the taking of any action by the
Committee, shall not be construed as limiting any power or authority of the
Committee.


(c)           Delegation.  To the extent permitted by
applicable law, the Committee may delegate to officers or employees of the
Company or any of its Affiliates, or committees thereof, the authority, subject
to such terms as the Committee shall determine, to perform such functions,
including but not limited to administrative functions, as the Committee may
determine appropriate.  The Committee may
appoint agents to assist it in administering the Plan.  Notwithstanding the foregoing or any other
provision of the Plan to the contrary, any Award granted under the Plan to any
person or entity who is not an employee of the Company or any of its Affiliates
shall be expressly approved by the Committee.


(d)           Section 409A.  The
Committee shall take into account compliance with Section 409A of the Code in
connection with any grant of an Award under the Plan, to the extent applicable.


4.             Shares Available Under the Plan.


(a)           Number of Shares Available for Delivery. 
Subject to adjustment as provided in Section 8 hereof, the total number
of shares of Stock reserved and available for delivery in connection with
Awards under the Plan shall be 1,751,963. 
Shares of Stock delivered under the Plan shall consist of authorized and
unissued shares or previously issued shares of Stock reacquired by the Company
on the open market or by private purchase.


(b)           Share Counting Rules.  The
Committee may adopt reasonable counting procedures to ensure appropriate
counting, avoid double counting (as, for example, in the case of tandem or
substitute awards) and make adjustments if the number of shares of Stock
actually delivered differs from the number of shares previously counted in
connection with an Award.  To the extent
that an Award 











expires or is canceled,
forfeited, settled in cash or otherwise terminated without a delivery to the
Participant of the full number of shares to which the Award related, the
undelivered shares will again be available for grant.  Shares withheld in payment of the exercise
price or taxes relating to an Award and shares equal to the number surrendered
in payment of any exercise price or taxes relating to an Award shall be deemed
to constitute shares not delivered to the Participant and shall be deemed to
again be available for Awards under the Plan; provided, however, that, where
shares are withheld or surrendered more than ten years after the date of the
most recent stockholder approval of the Plan or any other transaction occurs
that would result in shares becoming available under this Section 4(b), such
shares shall not become available if and to the extent that it would constitute
a material revision of the Plan subject to stockholder approval under then
applicable rules of the national securities exchange on which the Stock is
listed.


(c)           162(m) Limitation. 
Notwithstanding anything to the contrary herein, during any time that
the Company is subject to Section 162(m) of the Code, the maximum number of
shares of Stock with respect to which Options and stock appreciation rights (to
the extent granted as an Award under the Plan) may be granted to any individual
in any one year shall not exceed the maximum number of shares of Stock
available for issue hereunder, as such number may change from time to time.


5.             Options.


(a)           General.  Options may be granted to
Eligible Persons in such form and having such terms and conditions as the
Committee shall deem appropriate.  The
provisions of separate Options shall be set forth in an Option Agreement, which
agreements need not be identical.


(b)           Term.  The term of each Option shall
be set by the Committee at the time of grant; provided, however, that no Option
granted hereunder shall be exercisable after the expiration of ten (10) years
from the date it was granted.


(c)           Exercise Price.  The
exercise price per share of Stock for each Option shall be set by the Committee
at the time of grant; provided, however, that if an Option is intended (i) to
not be considered “nonqualified deferred compensation” within the meaning of
Section 409A of the Code, or (ii) to qualify as “performance-based compensation”
within the meaning of Section 162(m) of the Code and regulations thereunder, in
either case, the applicable exercise price shall not be less than the Fair
Market Value.


(d)           Payment for Stock. 
Payment for shares of Stock acquired pursuant to Options granted
hereunder shall be made in full, upon exercise of the Options: (i) in
immediately available funds in United States dollars, or by certified or bank
cashier’s check; (ii) by delivery of a notice of “net exercise” to the Company,
pursuant to which the Participant shall receive the number of shares of Stock
underlying the Options so exercised reduced by the number of shares of Stock
equal to the aggregate exercise price of the Options divided by the Fair Market
Value on the date of exercise; (iii) by delivery of shares of Stock having a
value equal to the exercise price, or (iv) by any other means approved by the
Committee.  Anything herein to the contrary
notwithstanding, if the Committee determines that any form of payment available
hereunder would be in violation of Section 402 of the Sarbanes-Oxley Act of
2002, such form of payment shall not be available.


(e)           Vesting.  Options shall vest and become exercisable
in such manner, on such date or dates, or upon the achievement of performance
or other conditions, in each case, as may be determined by the Committee and
set forth in the Option Agreement; provided, however, that notwithstanding any
such vesting dates, the Committee may in its sole discretion accelerate the
vesting of any Option, which acceleration shall not affect the terms and
conditions of any such Option other than with respect to 











vesting.  Unless otherwise specifically determined by
the Committee, the vesting of an Option shall occur only while the Participant
is employed or rendering services to the Employer, and all vesting shall cease
upon a Participant’s termination of employment or services with the Employer
for any reason.  If an Option is
exercisable in installments, such installments or portions thereof which become
exercisable shall remain exercisable until the Option expires.


(f)            Transferability of Options.  An
Option shall not be transferable except by will or by the laws of descent and
distribution and shall be exercisable during the lifetime of the Participant
only by the Participant.  Notwithstanding
the foregoing, Options shall be transferable to the extent provided in the
Option Agreement or otherwise determined by the Committee.


(g)           Termination of Employment or Service. 
Except as may otherwise be provided by the Committee in the Option
Agreement:


(i)            If prior to the Expiration Date, a Participant’s
employment or service, as applicable, with the Employer terminates for any reason
other than (A) by the Employer for Cause, or (B) by reason of the Participant’s
death or Disability, (1) all vesting with respect to the Options shall cease,
(2) any unvested Options shall expire as of the date of such termination, and
(3) any vested Options shall remain exercisable until the earlier of the
Expiration Date or the date that is ninety (90) days after the date of such
termination.


(ii)           If prior to the Expiration Date, a Participant’s
employment or service, as applicable, with the Employer terminates by reason of
such Participant’s death or Disability, (A) all vesting with respect to the
Options shall cease, (B) any unvested Options shall expire as of the date of
such termination, and (C) any vested Options shall expire on the earlier of the
Expiration Date or the date that is twelve (12) months after the date of such
termination due to death or Disability of the Participant.  In the event of a Participant’s death, the
Options shall remain exercisable by the person or persons to whom a Participant’s
rights under the Options pass by will or the applicable laws of descent and
distribution until its expiration, but only to the extent the Options were
vested by such Participant at the time of such termination due to death.


(iii)          If prior to the Expiration Date, a Participant’s employment
or service, as applicable, with the Employer is terminated by the Employer for
Cause, all Options (whether or not vested) shall immediately expire as of the
date of such termination.


6.             Restricted Stock.


(a)           General.  Restricted Stock granted
hereunder shall be in such form and shall contain such terms and conditions as
the Committee shall deem appropriate. 
The terms and conditions of each Restricted Stock grant shall be
evidenced by a Restricted Stock Agreement, which agreements need not be
identical.   Subject to the restrictions
set forth in Section 6(b), except as otherwise set forth in the applicable
Restricted Stock Agreement, the Participant shall generally have the rights and
privileges of a stockholder as to such Restricted Stock, including the right to
vote such Restricted Stock. Unless otherwise set forth in a Participant’s
Restricted Stock Agreement, cash dividends and stock dividends, if any, with
respect to the Restricted Stock shall be withheld by the Company for the
Participant’s account, and shall be subject to forfeiture to the same degree as
the shares of Restricted Stock to which such dividends relate.  Except as otherwise determined by the
Committee, no interest will accrue or be paid on the amount of any cash
dividends withheld.


(b)           Restrictions on Transfer.  In
addition to any other restrictions set forth in a Participant’s Restricted
Stock Agreement, until such time that the Restricted Stock has vested pursuant
to 











the terms of the Restricted
Stock Agreement, which vesting the Committee may in its sole discretion
accelerate at any time, the Participant shall not be permitted to sell,
transfer, pledge, or otherwise encumber the Restricted Stock.  Notwithstanding anything contained herein to
the contrary, the Committee shall have the authority to remove any or all of
the restrictions on the Restricted Stock whenever it may determine that, by
reason of changes in applicable laws or other changes in circumstances arising
after the date of the Restricted Stock Award, such action is appropriate.


(c)           Certificates. 
Restricted Stock granted under the Plan may be evidenced in such manner
as the Committee shall determine.  If
certificates representing Restricted Stock are registered in the name of the Participant,
the Committee may require that such certificates bear an appropriate legend
referring to the terms, conditions and restrictions applicable to such
Restricted Stock, that the Company retain physical possession of the
certificates, and that the Participant deliver a stock power to the Company,
endorsed in blank, relating to the Restricted Stock.  Notwithstanding the foregoing, the Committee
may determine, in its sole discretion, that the Restricted Stock shall be held
in book entry form rather than delivered to the Participant pending the release
of the applicable restrictions.


(d)           Termination of Employment or Service. 
Except as may otherwise be provided by the Committee in the Restricted
Stock Agreement, if, prior to the time that the Restricted Stock has vested, a
Participant’s employment or service, as applicable, terminates for any reason,
(i) all vesting with respect to the Restricted Stock shall cease, and (ii) as
soon as practicable following such termination, the Company shall repurchase
from the Participant, and the Participant shall sell, any unvested shares of
Restricted Stock at a purchase price equal to the original purchase price paid
for the Restricted Stock, or if the original purchase price is equal to $0,
such unvested shares of Restricted Stock shall be forfeited by the Participant
to the Company for no consideration as of the date of such termination.


7.             Other Stock-Based Awards.


The
Committee is authorized, subject to limitations under applicable law, to grant
to Participants such other Awards that may be denominated or payable in, valued
in whole or in part by reference to, or otherwise based on, or related to,
Stock, as deemed by the Committee to be consistent with the purposes of the
Plan.


8.             Adjustment for Recapitalization, Merger, etc.


(a)           Capitalization Adjustments.  The
aggregate number of shares of Stock that may be granted or purchased pursuant
to Awards (as set forth in Section 4 hereof), the number of shares of Stock
covered by each outstanding Award, and the price per share thereof in each such
Award shall be equitably and proportionally adjusted or substituted, as
determined by the Committee, as to the number, price or kind of a share of
Stock or other consideration subject to such Awards (i) in the event of changes
in the outstanding Stock or in the capital structure of the Company by reason
of stock splits, reverse stock splits, recapitalizations, reorganizations,
mergers, consolidations, combinations, exchanges, or other relevant changes in
capitalization occurring after the date of grant of any such Award (including
any Corporate Event (as defined below)); (ii) in connection with any
extraordinary dividend declared and paid in respect of shares of Stock, whether
payable in the form of cash, stock or any other form of consideration; or  (iii) in the event of any change in
applicable laws or any change in circumstances which results in or would result
in any substantial dilution or enlargement of the rights granted to, or
available for, Participants in the Plan.


(b)           Corporate Events. 
Notwithstanding the foregoing, except as may otherwise be provided in an
Award agreement, in the event of (i) a merger or consolidation involving the
Company in which the Company is not the surviving corporation; (ii) a merger or
consolidation involving the 











Company in which the Company
is the surviving corporation but the holders of shares of Stock receive
securities of another corporation and/or other property, including cash; (iii)
a Change in Control; or (iv) the reorganization or liquidation of the Company
(each, a “Corporate Event”), in lieu of providing the adjustment set
forth in subsection  above, the Committee
may, in its discretion, cancel any or all vested and/or unvested Awards as of
the consummation of such Corporate Event, and provide that holders of Awards so
cancelled will receive a payment in respect of cancellation of their Awards
based on the amount of the per share consideration being paid for the Stock in
connection with such Corporate Event, less, in the case of Options and other
Awards subject to exercise, the applicable exercise price; provided, however,
that holders of (i) Options shall only be entitled to consideration in respect
of cancellation of such Awards if the per share consideration less the
applicable exercise price is greater than zero, and (ii) “performance vested”
Awards shall only be entitled to consideration in respect of cancellation of
such Awards to the extent that applicable performance criteria are achieved
prior to or as a result of such Corporate Event, and shall not otherwise be
entitled to payment in consideration of cancelled unvested Awards.  Payments to holders pursuant to the preceding
sentence shall be made in cash, or, in the sole discretion of the Committee, in
the form of such other consideration necessary for a holder of an Award to
receive property, cash or securities (or a combination thereof) as such holder
would have been entitled to receive upon the occurrence of the transaction if
the holder had been, immediately prior to such transaction, the holder of the
number of shares of Stock covered by the Award at such time (less any
applicable exercise price).


(c)           Fractional Shares.  Any
such adjustment may provide for the elimination of any fractional share which
might otherwise become subject to an Award.


9.             Use of Proceeds.


The proceeds received from the sale of Stock pursuant to
the Plan shall be used for general corporate purposes.


10.           Rights and Privileges as a Stockholder.


Except
as otherwise specifically provided in the Plan, no person shall be entitled to
the rights and privileges of stock ownership in respect of shares of Stock
which are subject to Awards hereunder until such shares have been issued to
that person.


11.           Employment or Service Rights.


No
individual shall have any claim or right to be granted an Award under the Plan
or, having been selected for the grant of an Award, to be selected for a grant
of any other Award.  Neither the Plan nor
any action taken hereunder shall be construed as giving any individual any
right to be retained in the employ or service of the Company or an Affiliate of
the Company.


12.           Compliance With Laws.


The
obligation of the Company to deliver Stock upon vesting and/or exercise of any
Award shall be subject to all applicable laws, rules, and regulations, and to
such approvals by governmental agencies as may be required.  Notwithstanding any terms or conditions of
any Award to the contrary, the Company shall be under no obligation to offer to
sell or to sell and shall be prohibited from offering to sell or selling any
shares of Stock pursuant to an Award unless such shares have been properly
registered for sale pursuant to the Securities Act with the Securities and
Exchange Commission or unless the Company has received an opinion of counsel,
satisfactory to the Company, that such shares may be offered or sold without
such registration pursuant to an available exemption therefrom and the terms
and 











conditions
of such exemption have been fully complied with.  The Company shall be under no obligation to
register for sale or resale under the Securities Act any of the shares of Stock
to be offered or sold under the Plan or any shares of Stock issued upon
exercise or settlement of Awards.  If the
shares of Stock offered for sale or sold under the Plan are offered or sold
pursuant to an exemption from registration under the Securities Act, the
Company may restrict the transfer of such shares and may legend the Stock
certificates representing such shares in such manner as it deems advisable to
ensure the availability of any such exemption.


13.           Withholding Obligations.


As a condition to the
vesting and/or exercise of any Award, the Committee may require that a
Participant satisfy, through deduction or withholding from any payment of any
kind otherwise due to the Participant, or through such other arrangements as
are satisfactory to the Committee, the minimum amount of all Federal, state and
local income and other taxes of any kind required or permitted to be withheld
in connection with such vesting and/or exercise.  The Committee, in its discretion, may permit
shares of Stock to be used to satisfy tax withholding requirements and such
shares shall be valued at their Fair Market Value as of the settlement date of
the Award; provided, however, that the aggregate Fair Market
Value of the number of shares of Stock that may be used to satisfy tax
withholding requirements may not exceed the minimum statutorily required
withholding amount with respect to such Award.


14.           Amendment of the Plan or Awards.


(a)           Amendment of Plan.  The
Board at any time, and from time to time, may amend the Plan; provided,
however, that without stockholder approval, the Board shall not make any
amendment to the Plan which would violate the stockholder approval requirements
of the national securities exchange on which the Stock is principally listed.


(b)           Amendment of Awards.  The
Board or the Committee, at any time, and from time to time, may amend the terms
of any one or more Awards; provided, however, that the rights under any Award
shall not be impaired by any such amendment unless the Participant consents in
writing.


15.           Termination or Suspension of the
Plan.


The Board may suspend or
terminate the Plan at any time.  Unless
sooner terminated, the Plan shall terminate on the day before the tenth (10th) anniversary of the date the Plan is adopted by the Board.  No Awards may be granted under the Plan while
the Plan is suspended or after it is terminated.


16.           Effective Date of the Plan.


The
Plan is effective as of the Effective Date.


17.           Miscellaneous.


(a)           Participants Outside of the United States.  The
Committee may modify the terms of any Award under the Plan made to or held by a
Participant who is then a resident or primarily employed outside of the United
States in any manner deemed by the Committee to be necessary or appropriate in
order that such Award shall conform to laws, regulations and customs of the
country in which the Participant is then a resident or primarily employed, or
so that the value and other benefits of the Award to the Participant, as
affected by foreign tax laws and other restrictions applicable as a result of
the Participant’s residence or employment abroad, shall be comparable to the
value of such Award to a Participant who is a resident or primarily employed in
the United States.  An Award may be
modified 











under this Section 17(a) in a manner that is inconsistent with the
express terms of the Plan, so long as such modifications will not contravene
any applicable law or regulation or result in actual liability under Section
16(b) of the Exchange Act for the Participant whose Award is modified.


(b)           No Liability of Committee Members.  No
member of the Committee shall be personally liable by reason of any contract or
other instrument executed by such member or on his or her behalf in his or her
capacity as a member of the Committee nor for any mistake of judgment made in
good faith, and the Company shall indemnify and hold harmless each member of
the Committee and each other employee, officer or director of the Company to whom
any duty or power relating to the administration or interpretation of the Plan
may be allocated or delegated, against any cost or expense (including counsel
fees) or liability (including any sum paid in settlement of a claim) arising
out of any act or omission to act in connection with the Plan unless arising
out of such person’s own fraud or willful bad faith; provided, however,
that approval of the Board shall be required for the payment of any amount in
settlement of a claim against any such person.  The foregoing right of indemnification shall
not be exclusive of any other rights of indemnification to which such persons
may be entitled under the Company’s certificate or articles of incorporation or
by-laws, each as may be amended from time to time, as a matter of law, or
otherwise, or any power that the Company may have to indemnify them or hold
them harmless.


(c)           Payments Following Accidents or Illness. If the Committee shall find that any person
to whom any amount is payable under the Plan is unable to care for his or her
affairs because of illness or accident, or is a minor, or has died, then any
payment due to such person or his or her estate (unless a prior claim therefor
has been made by a duly appointed legal representative) may, if the Committee
so directs the Company, be paid to his or her spouse, child, relative, an
institution maintaining or having custody of such person, or any other person
deemed by the Committee to be a proper recipient on behalf of such person
otherwise entitled to payment.  Any such
payment shall be a complete discharge of the liability of the Committee and the
Company therefor.


(d)           Governing Law.  The
Plan shall be governed by and construed in accordance with the internal laws of
the State of Delaware without reference to the principles of conflicts of laws
thereof.


(e)           Funding.  No provision of the Plan shall
require the Company, for the purpose of satisfying any obligations under the
Plan, to purchase assets or place any assets in a trust or other entity to
which contributions are made or otherwise to segregate any assets, nor shall
the Company maintain separate bank accounts, books, records or other evidence
of the existence of a segregated or separately maintained or administered fund
for such purposes.  Participants shall
have no rights under the Plan other than as unsecured general creditors of the
Company, except that insofar as they may have become entitled to payment of
additional compensation by performance of services, they shall have the same
rights as other employees under general law.


(f)            Reliance on Reports.  Each
member of the Committee and each member of the Board shall be fully justified
in relying, acting or failing to act, and shall not be liable for having so
relied, acted or failed to act in good faith, upon any report made by the
independent public accountant of the Company and its Affiliates and upon any
other information furnished in connection with the Plan by any person or
persons other than such member.


(g)           Titles and Headings.  The
titles and headings of the sections in the Plan are for convenience of
reference only, and in the event of any conflict, the text of the Plan, rather
than such titles or headings, shall control.