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EXHIBIT 10.6



STOCK OPTION PLAN

OF

UCI ACQUISITION HOLDINGS, INC.



     UCI Acquisition Holdings, Inc., a Delaware corporation (the “Company”),
hereby adopts this Stock Option Plan of UCI Acquisition Holdings, Inc. The
purposes of this Plan are as follows:



		
	 	(1)     To further the growth, development and financial success of the
Company and its Subsidiaries (as defined herein), by providing additional
incentives to employees, consultants and directors of the Company and its
Subsidiaries who have been or will be given responsibility for the
management or administration of the Company’s (or one of its
Subsidiaries’) business affairs, by assisting them to become owners of
Common Stock, thereby benefiting directly from the growth, development
and financial success of the Company and its Subsidiaries.
	 
	 
	 	(2)     To enable the Company (and its Subsidiaries) to obtain and retain the
services of the type of professional, technical and managerial employees,
consultants and directors considered essential to the long-range success
of the Company (and its Subsidiaries) by providing and offering them an
opportunity to become owners of Common Stock under Options, including, in
the case of employees, Options that are intended to qualify as “incentive
stock options” under Section 422 of the Code (as defined herein).



ARTICLE I.

DEFINITIONS



     Whenever the following terms are used in this Plan, they shall have the
meaning specified below unless the context clearly indicates to the contrary.
The singular pronoun shall include the plural where the context so indicates.


     Section 1.1 Affiliate


     “Affiliate” shall mean, with respect to any Person, any other Person
directly or indirectly controlling, controlled by, or under common control
with, such Person where “control” shall have the meaning given such term under
Rule 405 of the Securities Act.


     Section 1.2 Board


     “Board” shall mean the Board of Directors of the Company.


     Section 1.3 CEO


     “CEO” shall mean Chief Executive Officer of the Company.


     Section 1.4 Code


     “Code” shall mean the Internal Revenue Code of 1986, as amended.


 






 


     Section 1.5 Committee


     “Committee” shall mean the Committee appointed as provided in Section 6.1.


     Section 1.6 Common Stock


     “Common Stock” shall mean the Common Stock, par value $0.01 per share, of
the Company.


     Section 1.7 Company


     “Company” shall mean UCI Acquisition Holdings, Inc. In addition,
“Company” shall mean any corporation assuming, or issuing new employee stock
options in substitution for, Incentive Stock Options outstanding under the Plan
in a transaction to which Section 424(a) of the Code applies.


     Section 1.8 Consultant


     “Consultant” shall mean any Person who has entered into a consulting
agreement with the Company.


     Section 1.9 Corporate Event


     “Corporate Event” shall mean, as determined by the Committee (or by the
Board, in the case of Options granted to Independent Directors) in its sole
discretion, any transaction or event described in Section 7.1(a) or any unusual
or nonrecurring transaction or event affecting the Company, any Subsidiary of
the Company, or the financial statements of the Company or any Subsidiary, or
changes in applicable laws, regulations, or accounting principles.


     Section 1.10 Director


     “Director” shall mean a member of the Board.


     Section 1.11 Eligible Representative


     “Eligible Representative” for an Optionee shall mean such Optionee’s
personal representative or such other person as is empowered under the deceased
Optionee’s will or the then applicable laws of descent and distribution to
represent the Optionee hereunder.


     Section 1.12 Employee


     “Employee” shall mean any employee (as defined in accordance with the
regulations and revenue rulings then applicable under Section 3401(c) of the
Code) of the Company or one of its Subsidiaries, whether such employee is so
employed at the time this Plan is adopted or becomes so employed subsequent to
the adoption of this Plan.


     Section 1.13 Exchange Act


     “Exchange Act” shall mean the Securities Exchange Act of 1934, as amended.


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     Section 1.14 Incentive Stock Option


     “Incentive Stock Option” shall mean an Option which qualifies under
Section 422 of the Code and is designated as an Incentive Stock Option by the
Committee.


     Section 1.15 Independent Director


     “Independent Director” shall mean a member of the Board who is not an
Employee of the Company or any of its Subsidiaries.


     Section 1.16 Liquidity Event


     “Liquidity Event” shall mean the consummation of the sale, transfer,
conveyance or other disposition in one or a series of related transactions, of
the equity securities of the Company or its successor held by the Principal
Stockholder(s) in exchange for currency such that immediately following such
transaction (or transactions), the value (at original cost) of all equity
securities held by all of the Principal Stockholder(s) is in the aggregate less
than 20% of the equity securities (at original cost) held by the Principal
Stockholder(s) as of June 20, 2003.


     Section 1.17 Non-Qualified Stock Option


     “Non-Qualified Stock Option” shall mean an Option which is not an
“incentive stock option” under Section 422 of the Code and shall include an
Option which is designated as a Non-Qualified Stock Option by the Committee.


     Section 1.18 Officer


     “Officer” shall mean an officer of the Company, as defined in Rule
16a-l(f) under the Exchange Act, as such Rule may be amended in the future.


     Section 1.19 Option


     “Option” shall mean an option granted under the Plan to purchase Common
Stock. “Options” includes both Incentive Stock Options and Non-Qualified Stock
Options.


     Section 1.20 Optionee


     “Optionee” shall mean an Employee, Consultant or Independent Director to
whom an Option is granted under the Plan.


     Section 1.21 Person


     “Person” shall mean an individual, partnership, corporation, limited
liability company, business trust, joint stock company, trust, unincorporated
association, joint venture, governmental authority or other entity of whatever
nature.


     Section 1.22 Plan


     “Plan” shall mean this Stock Option Plan of UCI Acquisition Holdings, Inc.


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     Section 1.23 Principal Stockholder(s)


     “Principal Stockholder(s)” shall mean Carlyle Partners III, L.P. or any of
its Affiliates to which (a) Carlyle Partners III, L.P. or any other Person
transfers Common Stock, or (b) the Company issues Common Stock.


     Section 1.24 Secretary


     “Secretary” shall mean the Secretary of the Company.


     Section 1.25 Securities Act


     “Securities Act” shall mean the Securities Act of 1933, as amended.


     Section 1.26 Stockholders Agreement


     “Stockholders Agreement” shall mean that certain agreement by and between
the Optionee and the Company which contains certain restrictions and
limitations applicable to the shares of Common Stock acquired upon Option
exercise (and to other shares of Common Stock, if any, held by the Optionee
during the term of such agreement). The Board, in its discretion, shall
determine the terms of the Stockholders Agreement and may amend the terms
thereof from time to time. If the Optionee is not a party to a Stockholders
Agreement at the time of exercise of the Option (or any portion thereof), the
exercise of the Option shall be subject to the condition that the Optionee
enter a Stockholders Agreement with the Company.


     Section 1.27 Subsidiary


     “Subsidiary” of any entity shall mean any corporation in an unbroken chain
of corporations beginning with such entity if each of the corporations other
than the last corporation in the unbroken chain then owns stock possessing 50%
or more of the total combined voting power of all classes of stock in one of
the other corporations in such chain.


     Section 1.28 Termination of Directorship


     “Termination of Directorship” shall mean the time when an Optionee who is
an Independent Director ceases to be a Director for any reason, including but
not by way of limitation, a termination by resignation, failure to be elected
or appointed, death or retirement. The Board, in its sole discretion, shall
determine the effect of all matters and questions relating to Termination of
Directorship.


     Section 1.29 Termination of Employment


     “Termination of Employment” shall mean the time when the employee-employer
relationship between an Optionee and the Company (or one of its Subsidiaries)
is terminated for any reason, with or without cause, including, but not by way
of limitation, a termination by resignation, discharge, death or retirement,
but excluding a termination where there is a simultaneous reemployment by the
Company (or one of its Subsidiaries). The Committee shall determine the effect
of all matters and questions relating to Termination of Employment,


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including, but not by way of limitation, the question of whether a
Termination of Employment resulted from a discharge for good cause, and all
questions of whether a particular leave of absence constitutes a Termination of
Employment; provided, however, that, with respect to Incentive Stock Options, a
leave of absence shall constitute a Termination of Employment if, and to the
extent that, such leave of absence interrupts employment for the purposes of
Section 422(a)(2) of the Code and the then applicable regulations and revenue
rulings under Section 442(a)(2) of the Code.


ARTICLE II.

SHARES SUBJECT TO PLAN



     Section 2.1 Shares Subject to Plan


     The shares of stock subject to Options shall be shares of Common Stock.
Subject to Section 7.1, the aggregate number of such shares which may be issued
under this Plan is 312,000.


     Section 2.2 Unexercised Options


     If any Option (or portion thereof) expires or is canceled without having
been fully exercised, the number of shares subject to such Option (or portion
thereof) but as to which such Option was not exercised prior to its expiration
or cancellation may again be optioned hereunder, subject to the limitations of
Section 2.1.


ARTICLE III.

GRANTING OF OPTIONS AND SALE OF STOCK



     Section 3.1 Eligibility


     Any Employee of the Company or one of its Subsidiaries, any Independent
Director and any Consultant shall be eligible to be granted Options, except as
provided in Section 3.2.


     Section 3.2 Qualification of Incentive Stock Options


     No Incentive Stock Option shall be granted to any person who is not an Employee.


     Section 3.3 Granting of Options to Employees or Consultants



		
	 	(a)     The Committee shall from time to time:




		
	 	(i)     Select from among the Employees or Consultants (including
those to whom Options have been previously granted under the
Plan) such of them as in its opinion should be granted
Options;
	 
	 	(ii)     Determine the number of shares to be subject to such
Options granted to such Employees or Consultants, and
determine whether such Options are to be Incentive Stock
Options or Non-Qualified Stock Options; and



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	 	(iii)     Determine the terms and conditions of such Options,
consistent with the Plan.




		
	 	(b)     Upon the selection of an Employee or Consultant to be granted
an Option pursuant to Section 3.3(a), the Committee shall instruct
the Secretary or another authorized Officer of the Company to issue
such Option and may impose such conditions on the grant of such
Option as it deems appropriate. Without limiting the generality of
the preceding sentence, the Committee may require as a condition to
the grant of an Option to an Employee or Consultant that the
Employee or Consultant surrender for cancellation some or all of
the unexercised Options which have been previously granted to him
or her. An Option the grant of which is conditioned upon such
surrender may have an Option price lower (or higher) than the
Option price of the surrendered Option, may cover the same (or a
lesser or greater) number of shares as the surrendered Option, may
contain such other terms as the Committee deems appropriate and
shall be exercisable in accordance with its terms, without regard
to the number of shares, price, period of exercisability or any
other term or condition of the surrendered Option.



     Section 3.4 Granting of Option to Independent Directors



		
	 	(a)     The Board shall from time to time:




		
	 	(i)     Select from among the Independent Directors (including
those to whom Options have previously been granted under the
Plan) such of them as in its opinion should be granted
Options;
	 
	 	(ii)     Determine the number of shares to be subject to such
Options granted to such selected Independent Directors; and
	 
	 	(iii)     Determine the terms and conditions of such Options,
consistent with the Plan; provided, however, that all Options
granted to Independent Directors shall be Non-Qualified Stock
Options.




		
	 	(b)     Upon the selection of an Independent Director to be granted an
Option pursuant to Section 3.4(a), the Board shall instruct the
Secretary or another authorized Officer of the Company to issue
such Option and may impose such conditions on the grant of such
Option as it deems appropriate. Without limiting the generality of
the preceding sentence, the Board may require as a condition to the
grant of an Option to an Independent Director that the Independent
Director surrender for cancellation some or all of the unexercised
Options which have been previously granted to him or her. An
Option the grant of which is conditioned upon such surrender may
have an Option price lower (or higher) than the Option price of the
surrendered Option, may cover the same (or a lesser or greater)
number of shares as the surrendered Option, may contain such other
terms as the Board deems appropriate and shall be exercisable in
accordance with its terms, without regard to the number of shares,
price, period of exercisability or any other term or condition of
the surrendered Option.



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     Section 3.5 Sale of Common Stock to Employees or Consultants


     The Committee, acting in its sole discretion, may from time to time
designate one or more Employees or Consultants to whom an offer to sell shares
of Common Stock shall be made and the terms and conditions thereof, provided,
however, that the price per share of Common Stock shall not be less than the
fair market value (as determined in accordance with Section 4.3(b) hereof)
thereof on the date any such offer is accepted. Each share of Common Stock
sold to an Employee or Consultant under this Section 3.5 shall be evidenced by
a written stock subscription form approved by an authorized Officer of the
Company which shall be consistent with the terms hereof. Any Common Stock sold
under this Section 3.5 shall be subject to the same limitations, restrictions
and administration hereunder as would apply to any Common Stock issued pursuant
to the exercise of an Option under this Plan including but not limited to
conditions and restrictions set forth in Sections 5.4 and 5.6 hereunder.


ARTICLE IV.

TERMS OF OPTIONS



     Section 4.1 Stock Option Agreement


     Each Option shall be evidenced by a written Stock Option Agreement, which
shall be executed by the Optionee and an authorized Officer of the Company and
which shall contain such terms and conditions as the Committee (or the Board,
in the case of Options granted to Independent Directors) shall determine,
consistent with the Plan. Stock Option Agreements evidencing Incentive Stock
Options shall contain such terms and conditions as may be necessary to qualify
such Options as “incentive stock options” under Section 422 of the Code.


     Section 4.2 Exercisability of Options



		
	 	(a)     Each Option shall become exercisable according to the terms of
the applicable Stock Option Agreement; provided, however, that by a
resolution adopted after an Option is granted the Committee (or the
Board, in the case of Options granted to Independent Directors)
may, on such terms and conditions as it may determine to be
appropriate, accelerate the time at which such Option or any
portion thereof may be exercised.
	 
	 	(b)     Except as otherwise provided in the applicable Stock Option
Agreement, no portion of an Option which is unexercisable at
Termination of Employment, Termination of Directorship or
Termination of Consultancy, as applicable, shall thereafter become
exercisable.
	 
	 	(c)     To the extent that the aggregate fair market value of stock
with respect to which “incentive stock options” (within the meaning
of Section 422 of the Code, but without regard to Section 422(d) of
the Code) are exercisable for the first time by an Optionee during
any calendar year (under the Plan and all other incentive stock
option plans of the Company or any Subsidiary thereof) exceeds
$100,000, such options shall be treated and taxable as
Non-Qualified Stock Options. The rule set forth in the preceding
sentence shall be applied by taking options into account in the
order in which they were granted, and the stock issued upon



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	 	exercise of options shall designate whether such stock was acquired
upon exercise of an Incentive Stock Option. For purposes of these
rules, the fair market value of stock shall be determined as of the
date of grant of the Option granted with respect to such stock.



     Section 4.3 Option Price



		
	 	(a)     The price of the shares subject to each Option shall be set by
the Committee (or the Board, in the case of Options granted to
Independent Directors); provided, however, that in the case of an
Incentive Stock Option, the price per share shall be not less than
100% of the fair market value of such shares on the date such
Option is granted; and that in the case of an individual then
owning (within the meaning of Section 424(d) of the Code) more than
10% of the total combined voting power of all classes of stock of
the Company, the price per share shall not be less than 110% of the
fair market value of such shares on the date such Incentive Stock
Option is granted.
	 
	 	(b)     For purposes of the Plan, the fair market value of a share of
Common Stock as of a given date shall be:




		
	 	(i)     if the Common Stock is listed on one or more National
Securities Exchanges (within the meaning of the Exchange
Act), each share of Common Stock shall be valued at the
average closing price of a share of such class of Common
Stock on the principal exchange on which such shares are then
trading, on the twenty trading days immediately preceding
such date;
	 
	 	(ii)     if the Common Stock is not traded on a National
Securities Exchange but is quoted on NASDAQ or a successor
quotation system and the Common Stock is listed as a National
Market Issue under the NASD National Market System, each
share of Common Stock shall be valued at the average of the
last sales price on each of the twenty trading days
immediately preceding such date as reported by NASDAQ or such
successor quotation system; or
	 
	 	(iii)     if the class of Common Stock is not publicly traded on
a National Securities Exchange and is not quoted on NASDAQ or
a successor quotation system, the fair market value of the
Common Stock shall be determined in good faith by the
Committee.



     Section 4.4 Expiration of Options


     No Option may be exercised to any extent by anyone after the first to
occur of the following events:



		
	 	(a)     The expiration of ten years from the date the Option was
granted; or



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	 	(b)     With respect to an Incentive Stock Option in the case of an
Optionee owning (within the meaning of Section 424(d) of the Code),
at the time the Incentive Stock Option was granted, more than 10%
of the total combined voting power of all classes of stock of the
Company or any subsidiary corporation, the expiration of five years
from the date the Incentive Stock Option was granted.



ARTICLE V.

EXERCISE OF OPTIONS



     Section 5.1 Person Eligible to Exercise


     During the lifetime of the Optionee, only he or she may exercise an Option
(or any portion thereof granted to him or her; provided, however, that the
Optionee’s Eligible Representative may exercise his or her Option during the
period of the Optionee’s disability (as defined in Section 22(e)(3) of the
Code) notwithstanding that an Option so exercised may not qualify as an
Incentive Stock Option. After the death of the Optionee, any exercisable
portion of an Option may, prior to the time when such portion becomes
unexercisable under the Plan or the applicable Stock Option Agreement, be
exercised by his or her Eligible Representative.


     Section 5.2 Partial Exercise


     At any time and from time to time prior to the time when the Option
becomes unexercisable under the Plan or the applicable Stock Option Agreement,
the exercisable portion of an Option may be exercised in whole or in part;
provided, however, that the Company shall not be required to issue fractional
shares and the Committee (or the Board, in the case of Options granted to
Independent Directors) may, by the terms of the Option, require any partial
exercise to exceed a specified minimum number of shares.


     Section 5.3 Manner of Exercise


     An exercisable Option, or any exercisable portion thereof, may be
exercised solely by delivery to the Secretary of all of the following prior to
the time when such Option or such portion becomes unexercisable under the Plan
or the applicable Stock Option Agreement:



		
	 	(a)     Notice in writing signed by the Optionee or his or her Eligible
Representative, stating that such Option or portion is exercised,
and specifically stating the number of shares with respect to which
the Option is being exercised;
	 
	 	(b)     A copy of the Stockholders Agreement signed by the Optionee or
Eligible Representative, as applicable;
	 
	 	(c)     Full payment (in cash or by personal, certified, or bank
cashier check) for the shares with respect to which such Option or
portion is thereby exercised; or




		
	 	(i)     With the consent of the Committee (or the Board, in the
case of Options to Independent Directors), (A) shares of
Common Stock owned by the Optionee duly endorsed for transfer
to the Company; or (B) except with respect to Incentive Stock
Options, shares of the Common Stock



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	 	issuable to the Optionee upon exercise of the Option, with a
fair market value (as determined under Section 4.3(b)) on the
date of Option exercise equal to the aggregate Option price
of the shares with respect to which such Option or portion is
thereby exercised; or
	 
	 	(ii)     With the consent of the Committee (or the Board, in the
case of Options granted to Independent Directors), any
combination of the consideration listed in this subsection
(c);




		
	 	(d)     The payment to the Company (in cash or by personal, certified
or bank cashier or by any other means of payment approved by the
Committee) of all amounts necessary to satisfy any and all federal,
state and local tax withholding requirements arising in connection
with the exercise of the Option;
	 
	 	(e)     Such representations and documents as the Committee (or the
Board, in the case of Options granted to Independent Directors)
deems necessary or advisable to effect compliance with all
applicable provisions of the Securities Act and any other federal
or state securities laws or regulations. The Committee (or the
Board, in the case of Options granted to Independent Directors)
may, in its sole discretion, also take whatever additional actions
it deems appropriate to effect such compliance including, without
limitation, placing legends on share certificates and issuing
stop-transfer orders to transfer agents and registrars; and
	 
	 	(f)     In the event that the Option or portion thereof shall be
exercised pursuant to Section 5.1 by any person or persons other
than the Optionee, appropriate proof of the right of such person or
persons to exercise the Option or portion thereof.



     Section 5.4 Conditions to Issuance of Stock Certificates


     The shares of stock issuable and deliverable upon the exercise of an
Option, or any portion thereof, may be either previously authorized but
unissued shares or issued shares which have then been reacquired by the
Company. A certificate of shares will be delivered to the Optionee at the
Company’s principal place of business within thirty days of receipt by the
Company of the written notice and payment, unless an earlier date is agreed
upon. Notwithstanding the above, the Company shall not be required to issue or
deliver any certificate or certificates for shares of stock purchased upon the
exercise of any Option or portion thereof prior to fulfillment of all of the
following conditions:



		
	 	(a)     The admission of such shares to listing on any and all stock
exchanges on which such class of stock is then listed;
	 
	 	(b)     The completion of any registration or other qualification of
such shares under any state or federal law or under the rulings or
regulations of the Securities and Exchange Commission or any other
governmental regulatory body, which the Committee (or the Board, in
the case of Options granted to Independent Directors) shall, in its
sole discretion, deem necessary or advisable;



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	 	(c)     The obtaining of any approval or other clearance from any state
or federal governmental agency which the Committee (or the Board,
in the case of Options granted to Independent Directors) shall, in
its sole discretion, determine to be necessary or advisable; and
	 
	 	(d)     The payment to the Company of all amounts which it is required
to withhold under federal, state or local law in connection with
the exercise of the Option.



     Section 5.5 Rights as Stockholders


     The holder of an Option shall not be, nor have any of the rights or
privileges of, a stockholder of the Company in respect of any shares
purchasable upon the exercise of any part of an Option unless and until such
holder has signed a Stockholders Agreement and certificates representing such
shares have been issued by the Company to such holder.


     Section 5.6 Transfer Restrictions


     Shares acquired upon exercise of an Option shall be subject to the terms
and conditions of a Stockholders Agreement. In addition, the Committee (or the
Board, in the case of Options granted to Independent Directors), in its sole
discretion, may impose further restrictions on the transferability of the
shares purchasable upon the exercise of an Option as it deems appropriate. Any
such restriction shall be set forth in the respective Stock Option Agreement
and may be referred to on the certificates evidencing such shares. The
Committee may require the Employee to give the Company prompt notice of any
disposition of shares of stock, acquired by exercise of an Incentive Stock
Option, within two years from the date of granting such Option or one year
after the transfer of such shares to such Employee. The Committee may direct
that the certificates evidencing shares acquired by exercise of an Incentive
Stock Option refer to such requirement.


ARTICLE VI.

ADMINISTRATION



     Section 6.1 Committee


     The Committee shall be the Compensation Committee of the Board. Any
action required or permitted to be taken by the Committee hereunder or under
any Stock Option Agreement may be taken by the Board.


     Section 6.2 Delegation by Committee


     Except as otherwise determined by the Committee, all rights, powers and
duties of the Committee under the Plan (except those granted pursuant to
Sections 3.3, 4.3, 5.3(c), 5.3(e), 5.6 and Article VII) shall be exercised by
the CEO, subject to the approval of the Committee.


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     Section 6.3 Duties and Powers of CEO and the Committee


     It shall be the duty of the CEO, subject to the approval of the Committee,
to conduct the general administration of the Plan in accordance with its
provisions. The CEO, subject to the approval of the Committee, shall have the
power to interpret the Plan and the Options and to adopt such rules for the
administration, interpretation and application of the Plan as are consistent
therewith and to interpret, amend or revoke any such rules. Notwithstanding
the foregoing, the full Board, acting by a majority of its members in office,
shall conduct the general administration of the Plan with respect to Options
granted to Independent Directors. Any such interpretations and rules in regard
to Incentive Stock Options shall be consistent with the terms and conditions
applicable to “incentive stock options” within the meaning of Section 422 of
the Code. All determinations and decisions made by the CEO and approved by the
Committee under any provision of the Plan or of any Option granted thereunder
shall be final, conclusive and binding on all persons.


     Section 6.4 Compensation, Professional Assistance, Good Faith Actions


     The members of the Committee shall receive such compensation for their
services hereunder as may be determined by the Board. All expenses and
liabilities incurred by the members of the Committee or the Board in connection
with the administration of the Plan shall be borne by the Company. The
Committee or the Board may employ attorneys, consultants, accountants,
appraisers, brokers or other persons. The Committee, the Company and its
Officers and Directors shall be entitled to rely upon the advice, opinions or
valuations of any such persons. All actions taken and all interpretations and
determinations made by the CEO, the Committee and the Board, in good faith
shall be final and binding upon all Optionees, the Company and all other
interested persons. No member of the Board or the CEO shall be personally
liable for any action, determination or interpretation made in good faith with
respect to the Plan or the Options, and all members of the Board shall be fully
protected by the Company in respect to any such action, determination or
interpretation.


ARTICLE VII.

OTHER PROVISIONS



     Section 7.1 Changes in Common Stock; Disposition of Assets and Corporate Events.



		
	 	(a)     Subject to Section 7.1(d), in the event that the Committee (or
the Board, in the case of Options granted to Independent Directors)
determines that any dividend or other distribution (whether in the
form of cash, Common Stock, other securities, or other property),
recapitalization, reclassification, stock split, reverse stock
split, reorganization, merger, consolidation, split-up, spin-off,
combination, repurchase, liquidation, dissolution, or sale,
transfer, exchange or other disposition of all or substantially all
of the assets of the Company (including, but not limited to, a
Liquidity Event), or exchange of Common Stock or other securities
of the Company, issuance of warrants or other rights to purchase
Common Stock or other securities of the Company, or other similar
corporate transaction or event, in the Committee’s sole discretion
(or in the case of Options granted to Independent Directors, the
Board’s sole discretion), affects the



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	 	Common Stock such that an adjustment is determined by the Committee
(or the Board, in the case of Options granted to Independent
Directors) to be appropriate in order to prevent dilution or
enlargement of the benefits or potential benefits intended to be
made available under the Plan or with respect to an Option, then
the Committee (or the Board, in the case of Options granted to
Independent Directors) shall, in such manner as it may deem
equitable, adjust any or all of:




		
	 	(i)     The number and kind of shares of Common Stock (or other
securities or property) with respect to which Options may be
granted under the Plan (including, but not limited to,
adjustments of the limitations in Section 2.1 on the maximum
number and kind of shares which may be issued);
	 
	 	(ii)     The number and kind of shares of Common Stock (or other
securities or property) subject to outstanding Options;
	 
	 	(iii)     The exercise price with respect to any Option; and
	 
	 	(iv)     The financial or other “targets” specified in each Stock
Option Agreement for determining the exercisability of
Options.




		
	 	(b)     Subject to Section 7.1(d) and the terms of outstanding Options,
upon the occurrence of a Corporate Event, the Committee (or the
Board, in the case of options granted to Independent Directors), in
its sole discretion, is hereby authorized to take any one or more
of the following actions whenever the Committee (or the Board, in
the case of Options granted to Independent Directors) determines
that such action is appropriate in order to prevent dilution or
enlargement of the benefits or potential benefits intended to be
made available under the Plan or with respect to any Option under
this Plan, to facilitate such Corporate Event or to give effect to
such changes in laws, regulations or principles:




		
	 	(i)     In its sole discretion, and on such terms and conditions
as it deems appropriate, the Committee (or the Board, in the
case of Options granted to Independent Directors) may
provide, either by the terms of the applicable Stock Option
Agreement or by action taken prior to the occurrence of such
Corporate Event and either automatically or upon the
Optionee’s request, for either the purchase of any such
Option for an amount of cash, securities, or other property
equal to the amount that could have been attained upon the
exercise of the vested portion of such Option (and such
additional portion of the Option as the Board or Committee
may determine) immediately prior to the occurrence of such
transaction or event, or the replacement of such vested (and
other) portion of such Option with other rights or property
selected by the Committee (or the Board, in the case of
Options granted to Independent Directors) in its sole
discretion;



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	 	(ii)     In its sole discretion, the Committee (or the Board, in
the case of Options granted to Independent Directors) may
provide, either by the terms of the applicable Stock Option
Agreement or by action taken prior to the occurrence of such
Corporate Event, that the Option (or any portion thereof)
cannot be exercised after such event;
	 
	 	(iii)     In its sole discretion, and on such terms and
conditions as it deems appropriate, the Committee (or the
Board, in the case of Options granted to Independent
Directors) may provide, either by the terms of the applicable
Stock Option Agreement or by action taken prior to the
occurrence of such Corporate Event, that for a specified
period of time prior to such Corporate Event, such Option
shall be exercisable as to all shares covered thereby or a
specified portion of such shares, notwithstanding anything to
the contrary in (A) Section 4.2; or (B) the provisions of the
applicable Stock Option Agreement;
	 
	 	(iv)     In its sole discretion, and on such terms and conditions
as it deems appropriate, the Committee (or the Board, in the
case of Options granted to Independent Directors) may
provide, either by the terms of the applicable Stock Option
Agreement or by action taken prior to the occurrence of such
Corporate Event, that upon such event, such Option (or any
portion thereof) be assumed by the successor or survivor
corporation, or a parent or subsidiary thereof, or shall be
substituted for by similar options, rights or awards covering
the stock of the successor or survivor corporation, or a
parent or subsidiary thereof, with appropriate adjustments as
to the number and kind of shares and prices; and
	 
	 	(v)     In its sole discretion, and on such terms and conditions
as it deems appropriate, the Committee (or the Board, in the
case of Options granted to Independent Directors) may make
adjustments in the number and type of shares of Common Stock
(or other securities or property) subject to outstanding
Options (or any portion thereof) and/or in the terms and
conditions of (including the exercise price), and the
criteria included in, outstanding Options and Options which
may be granted in the future.




		
	 	(c)     Subject to Section 7.1(d), the Committee (or the Board, in the
case of Options granted to Independent Directors) may, in its sole
discretion, include such further provisions and limitations in any
Stock Option Agreement as it may deem equitable and in the best
interests of the Company and its Subsidiaries.
	 
	 	(d)     With respect to Incentive Stock Options, no adjustment or
action described in this Section 7.1 or in any other provision of
the Plan shall be authorized to the extent that such adjustment or
action would cause the Plan to violate Section 422(b)(1) of the
Code or any successor provisions thereto, unless the Committee
determines that the Plan and/or the Options are not to comply with
Section 422(b)(1) of the Code. The number of shares of Common Stock
subject to any Option shall always be rounded up to the next higher
whole number.



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     Section 7.2 Options Not Transferable


     No Option or interest or right therein or part thereof shall be liable for
the debts, contracts or engagements of the Optionee or his or her successors in
interest or shall be subject to disposition by transfer, alienation,
anticipation, pledge, encumbrance, assignment or any other means whether such
disposition be voluntary or involuntary or by operation of law, by judgment,
levy, attachment, garnishment or any other legal or equitable proceedings
(including bankruptcy), and any attempted disposition thereof shall be null and
void and of no effect; provided, however, that nothing in this Section 7.2
shall prevent transfers by will or by the applicable laws of descent and
distribution.


     Section 7.3 Amendment, Suspension or Termination of the Plan


     The Plan may be wholly or partially amended or otherwise modified,
suspended or terminated at any time or from time to time by the Board or the
Committee. However, without stockholder approval within 12 months before or
after such action no action of the Board or the Committee may, except as
provided in Section 7.1, increase any limit imposed in Section 2.1 on the
maximum number of shares which may be issued on exercise of Options, reduce the
minimum Option price requirements of Section 4.3(a), or extend the limit
imposed in this Section 7.3 on the period during which options may be granted.
Except as provided by Section 7.1, neither the amendment, suspension nor
termination of the Plan shall, without the consent of the holder of the Option,
alter or impair any rights or obligations under any Option theretofore granted.
No Option may be granted during any period of suspension nor after termination
of the Plan, and in no event may any Option be granted under this Plan after
the expiration of ten years from the date the Plan is adopted by the Board.


     Section 7.4 Effect of Plan Upon Other Option and Compensation Plans


     The adoption of this Plan shall not affect any other compensation or
incentive plans in effect for the Company or any Subsidiary. Nothing in this
Plan shall be construed to limit the right of the Company or any Subsidiary (a)
to establish any other forms of incentives or compensation for directors,
consultants or employees of the Company (or any Subsidiary); or (b) to grant or
assume options otherwise than under this Plan in connection with any proper
corporate purpose, including, but not by way of limitation, the grant or
assumption of options in connection with the acquisition by purchase, lease,
merger, consolidation or otherwise, of the business, stock or assets of any
corporation, firm or association.


     Section 7.5 Approval of Plan by Stockholders


     This Plan will be submitted for the approval of the Company’s stockholders
within 12 months after the date of the Board’s initial adoption of this Plan
and the Plan and the Options granted hereunder will be effective upon approval
by such stockholders as contemplated by Section 280G(b)(5)(A)(ii) of the Code
and regulations thereunder as if a “change in control” occurred immediately
following such approval. No Option may be exercised to any extent by anyone
unless and until the Plan is so approved by the stockholders, and if such
approval has not been obtained by the end of said 12-month period, the Plan and
all Options theretofore granted shall thereupon be canceled and become null and
void.


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     Section 7.6 Titles


     Titles are provided herein for convenience only and are not to serve as a
basis for interpretation or construction of the Plan.


     Section 7.7 Conformity to Securities Laws


     The Plan is intended to conform to the extent necessary with all
provisions of the Securities Act and the Exchange Act and any and all
regulations and rules promulgated by the Securities and Exchange Commission
thereunder to the extent the Company or any Optionee is subject to the
provisions thereof. Notwithstanding anything herein to the contrary, the Plan
shall be administered, and Options shall be granted and may be exercised, only
in such a manner as to conform to such laws, rules and regulations. To the
extent permitted by applicable law, the Plan and Options granted hereunder
shall be deemed amended to the extent necessary to conform to such laws, rules
and regulations.


     Section 7.8 Governing Law


     To the extent not preempted by federal law, the Plan shall be construed in
accordance with and governed by the laws of the state of Delaware.


     Section 7.9 Severability


     In the event any portion of the Plan or any action taken pursuant thereto
shall be held illegal or invalid for any reason, the illegality or invalidity
shall not affect the remaining parts of the Plan, and the Plan shall be
construed and enforced as if the illegal or invalid provisions had not been
included, and the illegal or invalid action shall be null and void.


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     I hereby certify that the foregoing Plan was duly adopted by the Board on       ,
2003.


     Executed on this      day of        , 2003.



	 	 	 
	 	
/s/ Ian Fujiyama                                   .
	


	Name: 	 	
Ian Fujiyama
	Title: 	 	
Vice President and Secretary




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