Unassociated Document


    Exhibit
      4.4


    GOFISH
      CORPORATION

     

    2008
      STOCK INCENTIVE PLAN

     

    1.  Purposes
      of the Plan.
      The
      purposes of this Plan are to attract and retain the best available personnel,
      to
      provide additional incentives to Employees, Directors and Consultants and to
      promote the success of the Company’s business.

     

    2.  Definitions.
      The
      following definitions shall apply as used herein and in the individual Award
      Agreements except as defined otherwise in an individual Award Agreement. In
      the
      event a term is separately defined in an individual Award Agreement, such
      definition shall supersede the definition contained in this
      Section 2.

     

    (a)  “Administrator”
means
      the Board or any of the Committees appointed to administer the
      Plan.

     

    (b)  “Affiliate”
and
      “Associate”
shall
      have the respective meanings ascribed to such terms in Rule 12b-2
      promulgated under the Exchange Act.

     

    (c)  “Applicable
      Laws”
means
      the legal requirements relating to the Plan and the Awards under applicable
      provisions of federal and state securities laws, the corporate laws of
      California and, to the extent other than California, the corporate law of the
      state of the Company’s incorporation, the Code, the rules of any applicable
      stock exchange or national market system, and the rules of any non-U.S.
      jurisdiction applicable to Awards granted to residents therein. 

     

    (d)  “Assumed”
means
      that pursuant to a Corporate Transaction either (i) the Award is expressly
      affirmed by the Company or (ii) the contractual obligations represented by
      the
      Award are expressly assumed (and not simply by operation of law) by the
      successor entity or its Parent in connection with the Corporate Transaction
      with
      appropriate adjustments to the number and type of securities of the successor
      entity or its Parent subject to the Award and the exercise or purchase price
      thereof which at least preserves the compensation element of the Award existing
      at the time of the Corporate Transaction as determined in accordance with the
      instruments evidencing the agreement to assume the Award.

     

    (e)  “Award”
means
      the grant of an Option, SAR, Dividend Equivalent Right, Restricted Stock,
      Restricted Stock Unit or other right or benefit under the Plan.

     

    (f)  “Award
      Agreement”
means
      the written agreement evidencing the grant of an Award executed by the Company
      and the Grantee, including any amendments thereto.

     

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

     

    (h)  “Cause”
means,
      with respect to the termination by the Company or a Related Entity of the
      Grantee’s Continuous Service, that such termination is for “Cause” as such term
      (or word of like import) is expressly defined in a then-effective written
      agreement between the Grantee and the Company or such Related Entity, or in
      the
      absence of such then-effective written agreement and definition, is based on,
      in
      the determination of the Administrator, the 

     

    
      
         

      

      
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    Grantee’s:
      (i) performance of any act or failure to perform any act in bad faith and
      to the detriment of the Company or a Related Entity; (ii) dishonesty,
      intentional misconduct or material breach of any agreement with the Company
      or a
      Related Entity; or (iii) commission of a crime involving dishonesty, breach
      of trust, or physical or emotional harm to any person; provided, however, that
      with regard to any agreement that defines “Cause” on the occurrence of or in
      connection with a Corporate Transaction or a Change in Control, such definition
      of “Cause” shall not apply until a Corporate Transaction or a Change in Control
      actually occurs.

     

    (i)  “Change
      in Control” means
      a
      change in ownership or control of the Company effected through either of the
      following transactions:

     

    (i)  the
      direct or indirect acquisition by any person or related group of persons (other
      than an acquisition from or by the Company or by a Company-sponsored employee
      benefit plan or by a person that directly or indirectly controls, is controlled
      by, or is under common control with, the Company) of beneficial ownership
      (within the meaning of Rule 13d-3 of the Exchange Act) of securities
      possessing more than fifty percent (50%) of the total combined voting power
      of
      the Company’s outstanding securities pursuant to a tender or exchange offer made
      directly to the Company’s stockholders which a majority of the Continuing
      Directors who are not Affiliates or Associates of the offeror do not recommend
      such stockholders accept, or

     

    (ii)  a
      change
      in the composition of the Board over a period of twelve (12) months or less
      such
      that a majority of the Board members (rounded up to the next whole number)
      ceases, by reason of one or more contested elections for Board membership,
      to be
      comprised of individuals who are Continuing Directors.

     

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

     

    (k)  “Committee”
means
      any committee composed of members of the Board appointed by the Board to
      administer the Plan.

     

    (l)  “Common
      Stock”
means
      the voting common stock of the Company.

     

    (m)  “Company”
means
      GoFish Corporation, a Nevada corporation, or any successor entity that adopts
      the Plan in connection with a Corporate Transaction.

     

    (n)  “Consultant”
means
      any person (other than an Employee or a Director, solely with respect to
      rendering services in such person’s capacity as a Director) who is engaged by
      the Company or any Related Entity to render consulting or advisory services
      to
      the Company or such Related Entity. 

     

    (o)  “Continuing
      Directors”
means
      members of the Board who either (i) have been Board members continuously
      for a period of at least twelve (12) months or
      (ii) have been Board members for less than twelve (12) months and were
      elected or nominated for election as Board members by at least a majority of
      the
      Board members described in clause (i) who were still in office at the time
      such election or nomination was approved by the Board.

     

    
      
         

      

      
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    (p)  “Continuous
      Service”
means
      that the provision of services to the Company or a Related Entity in any
      capacity of Employee, Director or Consultant is not interrupted or terminated.
      In jurisdictions requiring notice in advance of an effective termination as
      an
      Employee, Director or Consultant, Continuous Service shall be deemed terminated
      upon the actual cessation of providing services to the Company or a Related
      Entity notwithstanding any required notice period that must be fulfilled before
      a termination as an Employee, Director or Consultant can be effective under
      Applicable Laws. A Grantee’s Continuous Service shall be deemed to have
      terminated either upon an actual termination of Continuous Service or upon
      the
      entity for which the Grantee provides services ceasing to be a Related Entity.
      Continuous Service shall not be considered interrupted in the case of
      (i) any approved leave of absence, (ii) transfers among the Company,
      any Related Entity, or any successor, in any capacity of Employee, Director
      or
      Consultant, or (iii) any change in status as long as the individual remains
      in the service of the Company or a Related Entity in any capacity of Employee,
      Director or Consultant (except as otherwise provided in the Award Agreement).
      An
      approved leave of absence shall include sick leave, military leave, or any
      other
      authorized personal leave. For purposes of each Incentive Stock Option granted
      under the Plan, if such leave exceeds three (3) months, and reemployment upon
      expiration of such leave is not guaranteed by statute or contract, then the
      Incentive Stock Option shall be treated as a Non-Qualified Stock Option on
      the
      day three (3) months and one (1) day following the expiration of such three
      (3)
      month period.

     

    (q)  “Corporate
      Transaction”
means
      any of the following transactions, provided, however, that the Administrator
      shall determine under parts (iv) and (v) whether multiple transactions are
      related, and its determination shall be final, binding and
      conclusive:

     

    (i)  a
      merger
      or consolidation in which the Company is not the surviving entity, except for
      a
      transaction the principal purpose of which is to change the state in which
      the
      Company is incorporated;

     

    (ii)  the
      sale,
      transfer or other disposition of all or substantially all of the assets of
      the
      Company;

     

    (iii)  the
      complete liquidation or dissolution of the Company; 

     

    (iv)  any
      reverse merger or series of related transactions culminating in a reverse merger
      (including, but not limited to, a tender offer followed by a reverse merger)
      in
      which the Company is the surviving entity but (A) the shares of Common
      Stock outstanding immediately prior to such merger are converted or exchanged
      by
      virtue of the merger into other property, whether in the form of securities,
      cash or otherwise, or (B) in which securities possessing more than fifty
      percent (50%) of the total combined voting power of the Company’s outstanding
      securities are transferred to a person or persons different from those who
      held
      such securities immediately prior to such merger or the initial transaction
      culminating in such merger; or

     

    (v)  acquisition
      in a single or series of related transactions by any person or related group
      of
      persons (other than the Company or by a Company-sponsored employee benefit
      plan)
      of beneficial ownership (within the meaning of Rule 13d-3 of the Exchange Act)
      of securities possessing more than fifty percent (50%) of the total combined
      voting power of the Company’s outstanding securities but excluding any such
      transaction or series of related transactions that the Administrator determines
      shall not be a Corporate Transaction.

     

    
      
         

      

      
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    (r)  “Covered
      Employee”
means
      an Employee who is a “covered employee” under Section 162(m)(3) of the
      Code.

     

    (s)  “Director”
means
      a
      member of the Board or the board of directors of any Related
      Entity.

     

    (t)  “Disability”
means
      as defined under the long-term disability policy of the Company or the Related
      Entity to which the Grantee provides services regardless of whether the Grantee
      is covered by such policy. If the Company or the Related Entity to which the
      Grantee provides service does not have a long-term disability plan in place,
      “Disability” means that a Grantee is unable to carry out the responsibilities
      and functions of the position held by the Grantee by reason of any medically
      determinable physical or mental impairment for a period of not less than ninety
      (90) consecutive days. A Grantee will not be considered to have incurred a
      Disability unless he or she furnishes proof of such impairment sufficient to
      satisfy the Administrator in its discretion.

     

    (u)  “Dividend
      Equivalent Right”
means
      a
      right entitling the Grantee to compensation measured by dividends paid with
      respect to Common Stock.

     

    (v)  “Employee”
means
      any person, including an Officer or Director, who is in the employ of the
      Company or any Related Entity, subject to the control and direction of the
      Company or any Related Entity as to both the work to be performed and the manner
      and method of performance. The payment of a director’s fee by the Company or a
      Related Entity shall not be sufficient to constitute “employment” by the
      Company.

     

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

     

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

     

    (i)  If
      the
      Common Stock is listed on one or more established stock exchanges or national
      market systems, including without limitation The NASDAQ Global Select Market,
      The NASDAQ Global Market or The NASDAQ Capital Market of The NASDAQ Stock Market
      LLC, its Fair Market Value shall be the closing sales price for such stock
      (or
      the closing bid, if no sales were reported) as quoted on the principal exchange
      or system on which the Common Stock is listed (as determined by the
      Administrator) on the date of determination (or, if no closing sales price
      or
      closing bid was reported on that date, as applicable, on the last trading date
      such closing sales price or closing bid was reported), as reported in The Wall
      Street Journal or such other source as the Administrator deems
      reliable;

     

    (ii)  If
      the
      Common Stock is regularly quoted on an automated quotation system (including
      the
      OTC Bulletin Board) or by a recognized securities dealer, its Fair Market Value
      shall be the closing sales price for such stock as quoted on such system or
      by
      such securities dealer on the date of determination, but if selling prices
      are
      not reported, the Fair Market Value of a share of Common Stock shall be the
      mean
      between the high bid and low asked prices for the Common Stock on the date
      of
      determination (or, if no such prices were reported on that date, on the last
      date such prices were reported), as reported in The Wall Street Journal or
      such
      other source as the Administrator deems reliable; or

     

    
      
         

      

      
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    (iii)  In
      the
      absence of an established market for the Common Stock of the type described
      in
      (i) and (ii), above, the Fair Market Value thereof shall be determined by the
      Administrator in good faith and in a manner consistent with Applicable
      Laws.

     

    (y)  “Grantee”
means
      an Employee, Director or Consultant who receives an Award under the
      Plan.

     

    (z)  “Immediate
      Family”
means
      any child, stepchild, grandchild, parent, stepparent, grandparent, spouse,
      former spouse, sibling, niece, nephew, mother-in-law, father-in-law, son-in
      law,
      daughter-in-law, brother-in-law, or sister-in-law, including adoptive
      relationships, any person sharing the Grantee’s household (other than a tenant
      or employee), a trust in which these persons (or the Grantee) have more than
      fifty percent (50%) of the beneficial interest, a foundation in which these
      persons (or the Grantee) control the management of assets, and any other entity
      in which these persons (or the Grantee) own more than fifty percent (50%) of
      the
      voting interests. 

     

    (aa)  “Incentive
      Stock Option”
means
      an Option intended to qualify as an incentive stock option within the meaning
      of
      Section 422 of the Code.

     

    (bb)  “Non-Qualified
      Stock Option”
means
      an Option not intended to qualify as an Incentive Stock Option.

     

    (cc)  “Officer”
means
      a
      person who is an officer of the Company or a Related Entity within the meaning
      of Section 16 of the Exchange Act and the rules and regulations promulgated
      thereunder.

     

    (dd)  “Option”
means
      an option to purchase Shares pursuant to an Award Agreement granted under the
      Plan.

     

    (ee)  “Parent”
means
      a
“parent corporation”, whether now or hereafter existing, as defined in
      Section 424(e) of the Code.

     

    (ff)  “Performance-Based
      Compensation”
means
      compensation qualifying as “performance-based compensation” under
      Section 162(m) of the Code.

     

    (gg)  “Plan”
means
      this 2008 Stock Incentive Plan.

     

    (hh)  “Post-Termination
      Exercise Period”
means
      the period specified in the Award Agreement and to the extent required by
      Applicable Laws, shall be a period of not less than thirty (30) days commencing
      on the date of termination (other than termination by the Company or any Related
      Entity for Cause) of the Grantee’s Continuous Service, or such longer period as
      may be required by Applicable Laws upon death or Disability.

     

    
      
         

      

      
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    (ii)  “Related
      Entity”
means
      any Parent or Subsidiary of the Company.

     

    (jj)  “Replaced”
means
      that pursuant to a Corporate Transaction the Award is replaced with a
      comparable stock award or a cash incentive program of the Company, the successor
      entity (if applicable) or Parent of either of them which preserves the
      compensation element of such Award existing at the time of the Corporate
      Transaction and provides for subsequent payout in accordance with the same
      (or a
      more favorable) vesting schedule applicable to such Award. The determination
      of
      Award comparability shall be made by the Administrator and its determination
      shall be final, binding and conclusive.

     

    (kk)  “Restricted
      Stock”
means
      Shares issued under the Plan to the Grantee for such consideration, if any,
      and
      subject to such restrictions on transfer, rights of first refusal, repurchase
      provisions, forfeiture provisions, and other terms and conditions as established
      by the Administrator. 

     

    (ll)  “Restricted
      Stock Units”
means
      an Award which may be earned in whole or in part upon the passage of time or
      the
      attainment of performance criteria established by the Administrator and which
      may be settled for cash, Shares or other securities or a combination of cash,
      Shares or other securities as established by the Administrator. 

     

    (mm)  “Rule 16b-3”
means
      Rule 16b-3 promulgated under the Exchange Act or any successor
      thereto.

     

    (nn)  “SAR”
means
      a
      stock appreciation right entitling the Grantee to Shares or cash compensation,
      as established by the Administrator, measured by appreciation in the value
      of
      Common Stock. 

     

    (oo)  “Share”
means
      a
      share of the Common Stock.

     

    (pp)  “Subsidiary”
means
      a
“subsidiary corporation”, whether now or hereafter existing, as defined in
      Section 424(f) of the Code.

     

    3.  Stock
      Subject to the Plan.

     

    (a)  Subject
      to the provisions of Section 10
      below,
      the maximum aggregate number of Shares which may be issued pursuant to all
      Awards is One Million Five Hundred Thousand (1,500,000) Shares; provided,
      however, that the maximum aggregate number of Shares that may be issued pursuant
      to Incentive Stock Options is One Million Five Hundred Thousand (1,500,000)
      Shares. The Shares may be authorized, but unissued, or reacquired Common
      Stock. 

     

    (b)  Any
      Shares covered by an Award (or portion of an Award) which is forfeited, canceled
      or expires (whether voluntarily or involuntarily) shall be deemed not to have
      been issued for purposes of determining the maximum aggregate number of Shares
      which may be issued under the Plan. Shares that actually have been issued under
      the Plan pursuant to an Award shall not be returned to the Plan and shall not
      become available for future issuance under the Plan, except that if unvested
      Shares are forfeited or repurchased by the Company, such Shares shall become
      available for future grant under the Plan. To the extent
      not
      prohibited by the listing requirements of The NASDAQ Stock Market LLC (or other
      established stock exchange or national market system on which the Common Stock
      is traded) and Applicable Law, any Shares covered by an Award which are
      surrendered (i) in payment of the Award exercise or purchase price or
      (ii) in satisfaction of tax withholding obligations incident to the
      exercise of an Award shall be deemed not to have been issued for purposes of
      determining the maximum number of Shares which
      may
      be issued pursuant to all Awards under the Plan,
      unless
      otherwise determined by the Administrator.

     

    
      
         

      

      
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    4.  Administration
      of the Plan.

     

    (a)  Plan
      Administrator.
      

     

    (i)  Administration
      with Respect to Directors and Officers.
      With
      respect to grants of Awards to Directors or Employees who are also Officers
      or
      Directors of the Company, the Plan shall be administered by (A) the Board
      or (B) a Committee designated by the Board, which Committee shall be
      constituted in such a manner as to satisfy the Applicable Laws and to permit
      such grants and related transactions under the Plan to be exempt from Section
      16(b) of the Exchange Act in accordance with Rule 16b-3. Once appointed,
      such Committee shall continue to serve in its designated capacity until
      otherwise directed by the Board. 

     

    (ii)  Administration
      With Respect to Consultants and Other Employees.
      With
      respect to grants of Awards to Employees or Consultants who are neither
      Directors nor Officers of the Company, the Plan shall be administered by (A)
      the
      Board or (B) a Committee designated by the Board, which Committee shall be
      constituted in such a manner as to satisfy the Applicable Laws. Once appointed,
      such Committee shall continue to serve in its designated capacity until
      otherwise directed by the Board. The Board may authorize one or more Officers
      to
      grant such Awards and may limit such authority as the Board determines from
      time
      to time.

     

    (iii)  Administration
      With Respect to Covered Employees.
      Notwithstanding the foregoing, grants of Awards to any Covered Employee intended
      to qualify as Performance-Based Compensation shall be made only by a Committee
      (or subcommittee of a Committee) which is comprised solely of two or more
      Directors eligible to serve on a committee making Awards qualifying as
      Performance-Based Compensation. In the case of such Awards granted to Covered
      Employees, references to the “Administrator” or to a “Committee” shall be deemed
      to be references to such Committee or subcommittee.

     

    (iv)  Administration
      Errors.
      In the
      event an Award is granted in a manner inconsistent with the provisions of this
      subsection (a), such Award shall be presumptively valid as of its grant
      date to the extent permitted by the Applicable Laws. 

     

    (b)  Powers
      of the Administrator.
      Subject
      to Applicable Laws and the provisions of the Plan (including any other powers
      given to the Administrator hereunder), and except as otherwise provided by
      the
      Board, the Administrator shall have the authority, in its
      discretion:

     

    (i)  to
      select
      the Employees, Directors and Consultants to whom Awards may be granted from
      time
      to time hereunder;

     

    
      
         

      

      
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    (ii)  to
      determine whether and to what extent Awards are granted hereunder;

     

    (iii)  to
      determine the number of Shares or the amount of other consideration to be
      covered by each Award granted hereunder;

     

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

     

    (v)  to
      determine the terms and conditions of any Award granted hereunder;

     

    (vi)  to
      establish additional terms, conditions, rules or procedures to accommodate
      the
      rules or laws of applicable non-U.S. jurisdictions and to afford Grantees
      favorable treatment under such rules or laws; provided, however, that no Award
      shall be granted under any such additional terms, conditions, rules or
      procedures with terms or conditions which are inconsistent with the provisions
      of the Plan;

     

    (vii)  to
      amend
      the terms of any outstanding Award granted under the Plan, provided that
      (A) any amendment that would adversely affect the Grantee’s rights under an
      outstanding Award shall not be made without the Grantee’s written
      consent,
      provided, however, that an amendment or modification that may cause an Incentive
      Stock Option to become a Non-Qualified Stock Option shall not be treated as
      adversely affecting the rights of the Grantee
      (B) the
      reduction of the exercise price of any Option awarded under the Plan and the
      base appreciation amount of any SAR awarded under the Plan shall be subject
      to
      stockholder approval and (C) canceling an Option or SAR at a time when its
      exercise price or base appreciation amount (as applicable) exceeds the Fair
      Market Value of the underlying Shares, in exchange for another Option, SAR,
      Restricted Stock, or other Award shall be subject to stockholder approval,
      unless the cancellation and exchange occurs in connection with a Corporate
      Transaction. Notwithstanding the foregoing, canceling an Option or SAR in
      exchange for another Option, SAR, Restricted Stock, or other Award with an
      exercise price, purchase price or base appreciation amount (as applicable)
      that
      is equal to or greater than the exercise price or base appreciation amount
      (as
      applicable) of the original Option or SAR shall not be subject to stockholder
      approval;

     

    (viii)  to
      construe and interpret the terms of the Plan and Awards, including without
      limitation, any notice of award or Award Agreement, granted pursuant to
      the Plan;
      and

     

    (ix)  to
      take
      such other action, not inconsistent with the terms of the Plan, as the
      Administrator deems appropriate.

     

    The
      express grant in the Plan of any specific power to the Administrator shall
      not
      be construed as limiting any power or authority of the Administrator; provided
      that the Administrator may not exercise any right or power reserved to the
      Board. Any decision made, or action taken, by the Administrator or in connection
      with the administration of this Plan shall be final, conclusive and binding
      on
      all persons having an interest in the Plan.

     

    
      
         

      

      
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    (c)  Indemnification.
      In
      addition to such other rights of indemnification as they may have as members
      of
      the Board or as Officers or Employees of the Company or a Related Entity,
      members of the Board and any Officers or Employees of the Company or a Related
      Entity to whom authority to act for the Board, the Administrator or the Company
      is delegated shall be defended and indemnified by the Company to the extent
      permitted by law on an after-tax basis against all reasonable expenses,
      including attorneys’ fees, actually and necessarily incurred in connection with
      the defense of any claim, investigation, action, suit or proceeding, or in
      connection with any appeal therein, to which they or any of them may be a party
      by reason of any action taken or failure to act under or in connection with
      the
      Plan, or any Award granted hereunder, and against all amounts paid by them
      in
      settlement thereof (provided such settlement is approved by the Company) or
      paid
      by them in satisfaction of a judgment in any such claim, investigation, action,
      suit or proceeding, except in relation to matters as to which it shall be
      adjudged in such claim, investigation, action, suit or proceeding that such
      person is liable for gross negligence, bad faith or intentional misconduct;
      provided, however, that within thirty (30) days after the institution of such
      claim, investigation, action, suit or proceeding, such person shall offer to
      the
      Company, in writing, the opportunity at the Company’s expense to defend the
      same.

     

    5.  Eligibility.
      Awards
      other than Incentive Stock Options may be granted to Employees, Directors and
      Consultants. Incentive Stock Options may be granted only to Employees of the
      Company or a Parent or a Subsidiary of the Company. An Employee, Director or
      Consultant who has been granted an Award may, if otherwise eligible, be granted
      additional Awards. Awards may be granted to such Employees, Directors or
      Consultants who are residing in non-U.S. jurisdictions as the Administrator
      may
      determine from time to time.

     

    6.  Terms
      and Conditions of Awards.

     

    (a)  Types
      of Awards.
      The
      Administrator is authorized under the Plan to award any type of arrangement
      to
      an Employee, Director or Consultant that is not inconsistent with the provisions
      of the Plan and that by its terms involves or might involve the issuance of
      (i) Shares, (ii) cash or (iii) an Option, a SAR, or similar right
      with a fixed or variable price related to the Fair Market Value of the Shares
      and with an exercise or conversion privilege related to the passage of time,
      the
      occurrence of one or more events, or the satisfaction of performance criteria
      or
      other conditions. Such awards include, without limitation, Options, SARs, sales
      or bonuses of Restricted Stock, Restricted Stock Units or Dividend Equivalent
      Rights, and an Award may consist of one such security or benefit, or two
      (2) or more of them in any combination or alternative.

     

    (b)  Designation
      of Award.
      Each
      Award shall be designated in the Award Agreement. In the case of an Option,
      the
      Option shall be designated as either an Incentive Stock Option or a
      Non-Qualified Stock Option. However, notwithstanding such designation, an Option
      will qualify as an Incentive Stock Option under the Code only to the extent
      the
      $100,000 dollar limitation of Section 422(d) of the Code is not exceeded.
      The $100,000 limitation of Section 422(d) of the Code is calculated based
      on the aggregate Fair Market Value of the Shares subject to Options designated
      as Incentive Stock Options which become exercisable for the first time by a
      Grantee during any calendar year (under all plans of the Company or any Parent
      or Subsidiary of the Company). For purposes of this calculation, Incentive
      Stock
      Options shall be taken into account in the order in which they were granted,
      and
      the Fair Market Value of the Shares shall be determined as of the grant date
      of
      the relevant Option. In the event that the Code or the regulations promulgated
      thereunder are amended after the date the Plan becomes effective to provide
      for
      a different limit on the Fair Market Value of Shares permitted to be subject
      to
      Incentive Stock Options, then such different limit will be automatically
      incorporated herein and will apply to any Options granted after the effective
      date of such amendment.

     

    
      
         

      

      
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    (c)  Conditions
      of Award.
      Subject
      to the terms of the Plan, the Administrator shall determine the provisions,
      terms, and conditions of each Award including, but not limited to, the Award
      vesting schedule, repurchase provisions, rights of first refusal, forfeiture
      provisions, form of payment (cash, Shares, or other consideration) upon
      settlement of the Award, payment contingencies, and satisfaction of any
      performance criteria. The performance criteria established by the Administrator
      may be based on any one of, or combination of, the following: (i) increase
      in
      share price, (ii) earnings per share, (iii) total stockholder return, (iv)
      operating margin, (v) gross margin, (vi) return on equity, (vii) return on
      assets, (viii) return on investment, (ix) operating income, (x) net operating
      income, (xi) pre-tax profit, (xii) cash flow, (xiii) revenue, (xiv) expenses,
      (xv) earnings before interest, taxes and depreciation, (xvi) economic value
      added and (xvii) market share. The performance criteria may be applicable to
      the
      Company, Related Entities and/or any individual business units of the Company
      or
      any Related Entity. Partial achievement of the specified criteria may result
      in
      a payment or vesting corresponding to the degree of achievement as specified
      in
      the Award Agreement. In addition, the performance criteria shall be calculated
      in accordance with generally accepted accounting principles, but excluding
      the
      effect (whether positive or negative) of any change in accounting standards
      and
      any extraordinary, unusual or nonrecurring item, as determined by the
      Administrator, occurring after the establishment of the performance criteria
      applicable to the Award intended to be performance-based compensation. Each
      such
      adjustment, if any, shall be made solely for the purpose of providing a
      consistent basis from period to period for the calculation of performance
      criteria in order to prevent the dilution or enlargement of the Grantee’s rights
      with respect to an Award intended to be performance-based
      compensation.

     

    (d)  Acquisitions
      and Other Transactions.
      The
      Administrator may issue Awards under the Plan in settlement, assumption or
      substitution for, outstanding awards or obligations to grant future awards
      in
      connection with the Company or a Related Entity acquiring another entity, an
      interest in another entity or an additional interest in a Related Entity whether
      by merger, stock purchase, asset purchase or other form of
      transaction. 

     

    (e)  Deferral
      of Award Payment.
      The
      Administrator may establish one or more programs under the Plan to permit
      selected Grantees the opportunity to elect to defer receipt of consideration
      upon exercise of an Award, satisfaction of performance criteria, or other event
      that absent the election would entitle the Grantee to payment or receipt of
      Shares or other consideration under an Award. The Administrator may establish
      the election procedures, the timing of such elections, the mechanisms for
      payments of, and accrual of interest or other earnings, if any, on amounts,
      Shares or other consideration so deferred, and such other terms, conditions,
      rules and procedures that the Administrator deems advisable for the
      administration of any such deferral program.

     

    
      
         

      

      
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    (f)  Separate
      Programs.
      The
      Administrator may establish one or more separate programs under the Plan for
      the
      purpose of issuing particular forms of Awards to one or more classes of Grantees
      on such terms and conditions as determined by the Administrator from time to
      time.

     

    (g)  Individual
      Limitations on Awards.

     

    (i)  Individual
      Option and SAR Limit.
      The
      maximum number of Shares with respect to which Options and SARs may be granted
      to any Grantee in any calendar year shall be Two Million (2,000,000) Shares.
      The
      foregoing limitation shall be adjusted proportionately in connection with any
      change in the Company’s capitalization pursuant to Section 10, below. To
      the extent required by Section 162(m) of the Code or the regulations
      thereunder, in applying the foregoing limitation with respect to a Grantee,
      if
      any Option or SAR is canceled, the canceled Option or SAR shall continue to
      count against the maximum number of Shares with respect to which Options and
      SARs may be granted to the Grantee. For this purpose, the repricing of an Option
      (or in the case of a SAR, the base amount on which the stock appreciation is
      calculated is reduced to reflect a reduction in the Fair Market Value of the
      Common Stock) shall be treated as the cancellation of the existing Option or
      SAR
      and the grant of a new Option or SAR.

     

    (ii)  Individual
      Limit for Restricted Stock and Restricted Stock Units.
      For
      awards of Restricted Stock and Restricted Stock Units that are intended to
      be
      Performance-Based Compensation, the maximum number of Shares with respect to
      which such Awards may be granted to any Grantee in any calendar year shall
      be
      Two Million (2,000,000) Shares. The foregoing limitation shall be adjusted
      proportionately in connection with any change in the Company’s capitalization
      pursuant to Section 10, below. 

     

    (h)  Early
      Exercise.
      The
      Award Agreement may, but need not, include a provision whereby the Grantee
      may
      elect at any time while an Employee, Director or Consultant to exercise any
      part
      or all of the Award prior to full vesting of the Award. Any unvested Shares
      received pursuant to such exercise may be subject to a repurchase right in
      favor
      of the Company or a Related Entity or to any other restriction the Administrator
      determines to be appropriate.

     

    (i)  Term
      of Award.
      The
      term of each Award shall be the term stated in the Award Agreement, provided,
      however, that the term shall be no more than ten (10) years from the date
      of grant thereof. However, in the case of an Incentive Stock Option granted
      to a
      Grantee who, at the time the Option is granted, owns stock representing more
      than ten percent (10%) of the voting power of all classes of stock of the
      Company or any Parent or Subsidiary of the Company, the term of the Incentive
      Stock Option shall be five (5) years from the date of grant thereof or such
      shorter term as may be provided in the Award Agreement. Notwithstanding the
      foregoing, the specified term of any Award shall not include any period for
      which the Grantee has elected to defer the receipt of the Shares or cash
      issuable pursuant to the Award.

     

    (j)  Transferability
      of Awards. 
      Incentive Stock Options may not be sold, pledged, assigned, hypothecated,
      transferred, or disposed of in any manner other than by will or by the laws
      of
      descent or distribution and may be exercised, during the lifetime of the
      Grantee, only by the Grantee. 
      Other
      Awards shall be transferable (i) by will and by the laws of descent and
      distribution and (ii) during the lifetime of the Grantee, to the extent and
      in the manner authorized by the Administrator, by gift or pursuant to a domestic
      relations order to members of the Grantee’s Immediate Family. Notwithstanding
      the foregoing, the Grantee may designate one or more beneficiaries of the
      Grantee’s Award in the event of the Grantee’s death on a beneficiary designation
      form provided by the Administrator. 

     

    
      
         

      

      
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    (k)  Time
      of Granting Awards.
      The
      date of grant of an Award shall for all purposes be the date on which the
      Administrator makes the determination to grant such Award, or such other later
      date as is determined by the Administrator. 

     

    7.  Award
      Exercise or Purchase Price, Consideration and Taxes.

     

    (a)  Exercise
      or Purchase Price.
      The
      exercise or purchase price, if any, for an Award shall be as
      follows:

     

    (i)  In
      the
      case of an Incentive Stock Option:

     

    (A)  granted
      to an Employee who, at the time of the grant of such Incentive Stock Option
      owns
      stock representing more than ten percent (10%) of the voting power of all
      classes of stock of the Company or any Parent or Subsidiary of the Company,
      the
      per Share exercise price shall be not less than one hundred ten percent (110%)
      of the Fair Market Value per Share on the date of grant; or

     

    (B)  granted
      to any Employee other than an Employee described in the preceding paragraph,
      the
      per Share exercise price shall be not less than one hundred percent (100%)
      of
      the Fair Market Value per Share on the date of grant.

     

    (ii)  In
      the
      case of a Non-Qualified Stock Option, the per Share exercise price shall be
      such
      price as is determined by the Administrator.

     

    (iii)  In
      the
      case of SARs, the base appreciation amount shall not be less than one hundred
      percent (100%) of the Fair Market Value per Share on the date of
      grant.

     

    (iv)  In
      the
      case of Awards intended to qualify as Performance-Based Compensation, the
      exercise or purchase price, if any, shall be not less than one hundred percent
      (100%) of the Fair Market Value per Share on the date of grant.

     

    (v)  In
      the
      case of the sale of Shares, the per Share purchase price, if any, shall be
      such
      price as is determined by the Administrator.

     

    (vi)  In
      the
      case of other Awards, such price as is determined by the
      Administrator.

     

    (vii)  Notwithstanding
      the foregoing provisions of this Section 7(a),
      in the
      case of an Award issued pursuant to Section 6(d),
      above,
      the exercise or purchase price for the Award shall be determined in accordance
      with the provisions of the relevant instrument evidencing the agreement to
      issue
      such Award.

     

    
      
         

      

      
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    (b)  Consideration.
      Subject
      to Applicable Laws, the consideration to be paid for the Shares to be issued
      upon exercise or purchase of an Award including the method of payment, shall
      be
      determined by the Administrator. In addition to any other types of consideration
      the Administrator may determine, the Administrator is authorized to accept
      as
      consideration for Shares issued under the Plan the following: 

     

    (i)  cash;

     

    (ii)  check;
      

     

    (iii)  delivery
      of Grantee’s promissory note with such recourse, interest, security, and
      redemption provisions as the Administrator determines as appropriate (but only
      to the extent that the acceptance or terms of the promissory note would not
      violate an Applicable Law);

     

    (iv)  surrender
      of Shares or delivery of a properly executed form of attestation of ownership
      of
      Shares as the Administrator may require which have a Fair Market Value on the
      date of surrender or attestation equal to the aggregate exercise price of the
      Shares as to which said Award shall be exercised; 

     

    (v)  with
      respect to Options, payment through a broker-dealer sale and remittance
      procedure pursuant to which the Grantee (A) shall provide written instructions
      to a Company designated brokerage firm to effect the immediate sale of some
      or
      all of the purchased Shares and remit to the Company sufficient funds to cover
      the aggregate exercise price payable for the purchased Shares and (B) shall
      provide written directives to the Company to deliver the certificates for the
      purchased Shares directly to such brokerage firm in order to complete the sale
      transaction; 

     

    (vi)  with
      respect to Options, payment through a “net exercise” such that, without the
      payment of any funds, the Grantee may exercise the Option and receive the net
      number of Shares equal to (i) the number of Shares as to which the Option
      is being exercised, multiplied by (ii) a fraction, the numerator of which
      is the Fair Market Value per Share (on such date as is determined by the
      Administrator) less the Exercise Price per Share, and the denominator of which
      is such Fair Market Value per Share (the number of net Shares to be received
      shall be rounded down to the nearest whole number of Shares); or

     

    (vii)  any
      combination of the foregoing methods of payment. 

     

    The
      Administrator may at any time or from time to time, by adoption of or by
      amendment to the standard forms of Award Agreement described in
      Section 4(b)(iv), or by other means, grant Awards which do not permit all
      of the foregoing forms of consideration to be used in payment for the Shares
      or
      which otherwise restrict one or more forms of consideration. 

     

    (c)  Taxes.
      No
      Shares shall be delivered under the Plan to any Grantee or other person until
      such Grantee or other person has made arrangements acceptable to the
      Administrator for the satisfaction of any non-U.S., federal, state, or local
      income and employment tax withholding obligations, including, without
      limitation, obligations incident to the receipt of Shares. Upon exercise or
      vesting of an Award the Company shall withhold or collect from the Grantee
      an
      amount sufficient to satisfy such tax obligations, including, but not limited
      to, by surrender of the whole number of Shares
      covered by the Award sufficient to satisfy the minimum applicable tax
      withholding obligations incident to the exercise or vesting of an Award (reduced
      to the lowest whole number of Shares if such number of Shares withheld would
      result in withholding a fractional Share with any remaining tax withholding
      settled in cash).
      

     

    
      
         

      

      
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    8.  Exercise
      of Award.

     

    (a)  Procedure
      for Exercise; Rights as a Stockholder.
      

     

    (i)  Any
      Award
      granted hereunder shall be exercisable at such times and under such conditions
      as determined by the Administrator under the terms of the Plan and specified
      in
      the Award Agreement. 

     

    (ii)  An
      Award
      shall be deemed to be exercised when written notice of such exercise has been
      given to the Company in accordance with the terms of the Award by the person
      entitled to exercise the Award and full payment for the Shares with respect
      to
      which the Award is exercised has been made, including, to the extent selected,
      use of the broker-dealer sale and remittance procedure to pay the purchase
      price
      as provided in Section 7(b)(v). 

     

    (b)  Exercise
      of Award Following Termination of Continuous Service.
      To the
      extent required under Applicable Laws, in the event of termination of a
      Grantee’s Continuous Service for any reason other than Disability or death (but
      not in the event of a Grantee’s change of status from Employee to Consultant or
      from Consultant to Employee), such Grantee may, but only during the
      Post-Termination Exercise Period (but in no event later than the expiration
      date
      of the term of such Award as set forth in the Award Agreement), exercise the
      portion of the Grantee’s Award that was vested at the date of such termination
      or such other portion of the Grantee’s Award as may be determined by the
      Administrator. The Grantee’s Award Agreement may provide that upon the
      termination of the Grantee’s Continuous Service for Cause, the Grantee’s right
      to exercise the Award shall terminate concurrently with the termination of
      Grantee’s Continuous Service. In the event of a Grantee’s change of status from
      Employee to Consultant, an Employee’s Incentive Stock Option shall convert
      automatically to a Non-Qualified Stock Option on the day three (3) months and
      one day following such change of status. To the extent that the Grantee’s Award
      was unvested at the date of termination, or if the Grantee does not exercise
      the
      vested portion of the Grantee’s Award within the Post-Termination Exercise
      Period, the Award shall terminate. If Applicable Laws allow for a shorter or
      longer Post-Termination Exercise Period, the Award may be exercised following
      the termination of a Grantee’s Continuous Service only to the extent provided in
      the Award Agreement.

     

    (c)  Disability
      of Grantee.
      To the
      extent required under Applicable Laws, in the event of termination of a
      Grantee’s Continuous Service as a result of his or her Disability, such Grantee
      may, but only within twelve (12) months from the date of such termination (or
      such longer period as specified in the Award Agreement but in no event later
      than the expiration date of the term of such Award as set forth in the Award
      Agreement), exercise the portion of the Grantee’s Award that was vested at the
      date of such termination; provided, however, that if such Disability is not
      a
“disability” as such term is defined in Section 22(e)(3) of the Code, in
      the case of an Incentive Stock Option such Incentive Stock Option shall
      automatically convert to a Non-Qualified Stock Option on the day three (3)
      months and one day following such termination. To the extent that the Grantee’s
      Award was unvested at the date of termination, or if Grantee does not exercise
      the vested portion of the Grantee’s Award within the time specified herein, the
      Award shall terminate. If Applicable Laws allow for a shorter or longer
      Post-Termination Exercise Period upon a Grantee’s Continuous Service as a result
      of Disability, the Award may be exercised following the termination of a
      Grantee’s Continuous Service only to the extent provided in the Award
      Agreement.

     

    
      
         

      

      
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    (d)  Death
      of Grantee.
      To the
      extent required under Applicable Laws, in the event of a termination of the
      Grantee’s Continuous Service as a result of his or her death, or in the event of
      the death of the Grantee during the Post-Termination Exercise Period or during
      the twelve (12) month period following the Grantee’s termination of Continuous
      Service as a result of his or her Disability, the Grantee’s estate or a person
      who acquired the right to exercise the Award by bequest or inheritance may
      exercise the portion of the Grantee’s Award that was vested as of the date of
      termination, within twelve (12) months from the date of death (or such longer
      period as specified in the Award Agreement but in no event later than the
      expiration of the term of such Award as set forth in the Award Agreement).
      To
      the extent that, at the time of death, the Grantee’s Award was unvested, or if
      the Grantee’s estate or a person who acquired the right to exercise the Award by
      bequest or inheritance does not exercise the vested portion of the Grantee’s
      Award within the time specified herein, the Award shall terminate. If Applicable
      Laws allow for a shorter or longer Post-Termination Exercise Period upon a
      termination of the Grantee’s Continuous Service as a result of his or her death,
      the Award may be exercised following the termination of a Grantee’s Continuous
      Service only to the extent provided in the Award Agreement.

     

    (e)  Extension
      if Exercise Prevented by Law.
      Notwithstanding the foregoing, if the exercise of an Award within the applicable
      time periods set forth in this Section 8 is prevented by the provisions of
      Section 9 below, the Award shall remain exercisable until one (1) month
      after the date the Grantee is notified by the Company that the Award is
      exercisable, but in any event no later than the expiration of the term of such
      Award as set forth in the Award Agreement.

     

    9.  Conditions
      Upon Issuance of Shares.

     

    (a)  If
      at any
      time the Administrator determines that the delivery of Shares pursuant to the
      exercise, vesting or any other provision of an Award is or may be unlawful
      under
      Applicable Laws, the vesting or right to exercise an Award or to otherwise
      receive Shares pursuant to the terms of an Award shall be suspended until the
      Administrator determines that such delivery is lawful and shall be further
      subject to the approval of counsel for the Company with respect to such
      compliance. The Company shall have no obligation to effect any registration
      or
      qualification of the Shares under federal or state laws.

     

    (b)  As
      a
      condition to the exercise of an Award, the Company may require the person
      exercising such Award to represent and warrant at the time of any such exercise
      that the Shares are being purchased only for investment and without any present
      intention to sell or distribute such Shares if, in the opinion of counsel for
      the Company, such a representation is required by any Applicable
      Laws.

     

    
      
         

      

      
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    10.  Adjustments
      Upon Changes in Capitalization.
      Subject
      to any required action by the stockholders of the Company and Section 11 hereof,
      the number of Shares covered by each outstanding Award, and the number of Shares
      which have been authorized for issuance under the Plan but as to which no Awards
      have yet been granted or which have been returned to the Plan, the exercise
      or
      purchase price of each such outstanding Award, the maximum number of Shares
      with
      respect to which Awards may be granted to any Grantee in any calendar year,
      as
      well as any other terms that the Administrator determines require adjustment
      shall be proportionately adjusted for (i) any increase or decrease in the
      number of issued Shares resulting from a stock split, reverse stock split,
      stock
      dividend, combination or reclassification of the Shares, or similar transaction
      affecting the Shares, (ii) any other increase or decrease in the number of
      issued Shares effected without receipt of consideration by the Company, or
      (iii) any other transaction with respect to Common Stock including a
      corporate merger, consolidation, acquisition of property or stock, separation
      (including a spin-off or other distribution of stock or property),
      reorganization, liquidation (whether partial or complete) or any similar
      transaction; provided, however that conversion of any convertible securities
      of
      the Company shall not be deemed to have been “effected without receipt of
      consideration.” In connection with the foregoing adjustments, the Administrator
      may, in its discretion, prohibit the exercise of Awards or other issuance of
      Shares, cash or other consideration pursuant to Awards during certain periods
      of
      time. Except as the Administrator determines, no issuance by the Company of
      shares of any class, or securities convertible into shares of any class, shall
      affect, and no adjustment by reason hereof shall be made with respect to, the
      number or price of Shares subject to an Award. 

     

    11.  Corporate
      Transactions and Changes in Control.

     

    (a)  Termination
      of Award to Extent Not Assumed in Corporate Transaction.
      Effective upon the consummation of a Corporate Transaction, all outstanding
      Awards under the Plan shall terminate. However, all such Awards shall not
      terminate to the extent they are Assumed in connection with the Corporate
      Transaction.

     

    (b)  Acceleration
      of Award Upon Corporate Transaction or Change in Control.
      The
      Administrator shall have the authority, exercisable either in advance of any
      actual or anticipated Corporate Transaction or Change in Control or at the
      time
      of an actual Corporate Transaction or Change in Control and exercisable at
      the
      time of the grant of an Award under the Plan or any time while an Award remains
      outstanding, to provide for the full or partial automatic vesting and
      exercisability of one or more outstanding unvested Awards under the Plan and
      the
      release from restrictions on transfer and repurchase or forfeiture rights of
      such Awards in connection with a Corporate Transaction or Change in Control,
      on
      such terms and conditions as the Administrator may specify. The Administrator
      also shall have the authority to condition any such Award vesting and
      exercisability or release from such limitations upon the subsequent termination
      of the Continuous Service of the Grantee within a specified period following the
      effective date of the Corporate Transaction or Change in Control. The
      Administrator may provide that any Awards so vested or released from such
      limitations in connection with a Change in Control, shall remain fully
      exercisable until the expiration or sooner termination of the Award.


     

    (c)  Effect
      of Acceleration on Incentive Stock Options.
      Any
      Incentive Stock Option accelerated under this Section 11
      in
      connection with a Corporate Transaction or Change in Control shall remain
      exercisable as an Incentive Stock Option under the Code only to the extent
      the
      $100,000 dollar limitation of Section 422(d) of the Code is not exceeded.


     

    
      
         

      

      
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    12.  Effective
      Date and Term of Plan.
      The
      Plan shall become effective upon the earlier to occur of its adoption by the
      Board or its approval by the stockholders of the Company. It shall continue
      in
      effect for a term of ten (10) years unless sooner terminated. Subject to
      Section 17 below, and Applicable Laws, Awards may be granted under the Plan
      upon its becoming effective.

     

    13.  Amendment,
      Suspension or Termination of the Plan.

     

    (a)  The
      Board
      may at any time amend, suspend or terminate the Plan; provided, however, that
      no
      such amendment shall be made without the approval of the Company’s stockholders
      to the extent such approval is required by Applicable Laws,
      or
      if
      such amendment would lessen the stockholder approval requirements of
      Section 4(b)(vi) or this Section 13(a).

     

    (b)  No
      Award
      may be granted during any suspension of the Plan or after termination of the
      Plan.

     

    (c)  No
      suspension or termination of the Plan (including termination of the Plan under
      Section 12, above) shall adversely affect any rights under Awards already
      granted to a Grantee.

     

    14.  Reservation
      of Shares.

     

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

     

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

     

    15.  No
      Effect on Terms of Employment/Consulting Relationship.
      The
      Plan shall not confer upon any Grantee any right with respect to the Grantee’s
      Continuous Service, nor shall it interfere in any way with his or her right
      or
      the right of the Company or a Related Entity to terminate the Grantee’s
      Continuous Service at any time, with or without Cause, and with or without
      notice. The ability of the Company or any Related Entity to terminate the
      employment of a Grantee who is employed at will is in no way affected by its
      determination that the Grantee’s Continuous Service has been terminated for
      Cause for the purposes of this Plan.

     

    16.  No
      Effect on Retirement and Other Benefit Plans.
      Except
      as specifically provided in a retirement or other benefit plan of the Company
      or
      a Related Entity, Awards shall not be deemed compensation for purposes of
      computing benefits or contributions under any retirement plan of the Company
      or
      a Related Entity, and shall not affect any benefits under any other benefit
      plan
      of any kind or any benefit plan subsequently instituted under which the
      availability or amount of benefits is related to level of compensation. The
      Plan
      is not a “Retirement Plan” or “Welfare Plan” under the Employee Retirement
      Income Security Act of 1974, as amended.

     

    
      
         

      

      
        17

        
          

        

      

      
         

      

    

     

    17.  Stockholder
      Approval.
      Continuance of the Plan shall be subject to approval by the stockholders of
      the
      Company within twelve (12) months before or after the date the Plan is adopted.
      Such stockholder approval shall be obtained in the degree and manner required
      under Applicable Laws. Any Award exercised before stockholder approval is
      obtained shall be rescinded if stockholder approval is not obtained within
      the
      time prescribed, and Shares issued on the exercise of any such Award shall
      not
      be counted in determining whether stockholder approval is obtained.

     

    18.  Information
      to Grantees.
      To the
      extent required by Applicable Laws, the Company shall provide to each Grantee,
      during the period for which such Grantee has one or more Awards outstanding,
      copies of financial statements at least annually. The Company shall not be
      required to provide such information to persons whose duties in connection
      with
      the Company assure them access to equivalent information.

     

    19.  Unfunded
      Obligation.
      Grantees shall have the status of general unsecured creditors of the Company.
      Any amounts payable to Grantees pursuant to the Plan shall be unfunded and
      unsecured obligations for all purposes, including, without limitation,
      Title I of the Employee Retirement Income Security Act of 1974, as amended.
      Neither the Company nor any Related Entity shall be required to segregate any
      monies from its general funds, or to create any trusts, or establish any special
      accounts with respect to such obligations. The Company shall retain at all
      times
      beneficial ownership of any investments, including trust investments, which
      the
      Company may make to fulfill its payment obligations hereunder. Any investments
      or the creation or maintenance of any trust or any Grantee account shall not
      create or constitute a trust or fiduciary relationship between the
      Administrator, the Company or any Related Entity and a Grantee, or otherwise
      create any vested or beneficial interest in any Grantee or the Grantee’s
      creditors in any assets of the Company or a Related Entity. The Grantees shall
      have no claim against the Company or any Related Entity for any changes in
      the
      value of any assets that may be invested or reinvested by the Company with
      respect to the Plan.

     

    20.  Construction.
      Captions and titles contained herein are for convenience only and shall not
      affect the meaning or interpretation of any provision of the Plan. Except when
      otherwise indicated by the context, the singular shall include the plural and
      the plural shall include the singular. Use of the term “or” is not intended to
      be exclusive, unless the context clearly requires otherwise.

     

    21.  Nonexclusivity
      of The Plan.
      Neither
      the adoption of the Plan by the Board, the submission of the Plan to the
      stockholders of the Company for approval, nor any provision of the Plan will
      be
      construed as creating any limitations on the power of the Board to adopt such
      additional compensation arrangements as it may deem desirable, including,
      without limitation, the granting of Awards otherwise than under the Plan, and
      such arrangements may be either generally applicable or applicable only in
      specific cases.

     

    
      
         

      

      
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