PREMIER
POWER RENEWABLE ENERGY, INC.

    


    2008
EQUITY INCENTIVE PLAN

    


    


    
      	
              1.

            	
              ESTABLISHMENT
      OF PLAN; DEFINITIONS

            


    

     

    1.1           Purpose.  The
purpose of the Premier Power Renewable Energy, Inc. 2008 Equity Incentive Plan
is to encourage certain officers, employees, directors, and consultants of
Premier Power Renewable Energy, Inc., a Delaware corporation (the “Company”), to
acquire and hold stock in the Company as an added incentive to remain with the
Company and increase their efforts in promoting the interests of the Company,
and to enable the Company to attract and retain capable
individuals.

     

    1.2           Definitions.  Unless
the context clearly indicates otherwise, the following terms shall have the
meanings set forth below:

     

    1.2.1           
“Award” shall mean, individually or collectively, a grant under this Plan
of Stock Options or Stock Awards.

     

    1.2.2           “Award
Agreement” shall mean a written agreement containing the terms and conditions of
an Award, not inconsistent with this Plan.

     

    1.2.3           “Beneficiary”
and “Beneficial Ownership” shall mean the person, persons, trust, or trusts that
have been designated by a Grantee in his or her most recent written beneficiary
designation filed with the Committee to receive the benefits specified under
this Plan upon such Grantee's death or to which Awards or other rights are
transferred if and to the extent permitted under Section 7.2.4
hereof.  If, upon a Grantee's death, there is no designated
Beneficiary or surviving designated Beneficiary, then the term Beneficiary shall
mean the person, persons, trust, or trusts entitled by will or the laws of
descent and distribution to receive such benefits.

     

    1.2.4           “Beneficial
Owner” shall have the meaning ascribed to such term in Rule 13d-3 under the
Exchange Act and any successor to such Rule.

     

    1.2.5           "Board"
shall mean the board of directors of the Company.

     

    1.2.6           “Change
in Control” shall mean a Change in Control as defined in Section
7.1.1(b).

     

    1.2.7           "Code"
shall mean the Internal Revenue Code of 1986, as it may be amended from time to
time.

     

    1.2.8           "Committee"
shall mean the Board or a committee of the Board appointed pursuant to Section
1.4 of this Plan.

     

    1.2.9           “Common
Stock” shall mean the Company’s common stock, par value $0.0001 per
share.

     

    1.2.10         "Company"
shall mean Premier Power Renewable Energy, Inc., a Delaware
corporation.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

       

    

    1.2.11         "Consultants"
shall mean individuals who provide services to the Company and any Subsidiary
who are not also Employees or Directors and which services are not in connection
with the offer or sale of securities in a capital-raising transaction and do not
directly or indirectly promote or maintain a market for the Company’s
securities.

     

    1.2.12         “Covered
Employee” shall mean a Grantee who, as of the date of vesting and/or payout of
an Award, or the date the Company or any of its Subsidiaries is entitled to a
tax deduction as a result of the Award, as applicable, is one of the group of
“covered employees,” as defined in the regulations promulgated under Code
Section 162(m), or any successor statute.

     

    1.2.13         “Designated
Officer” shall mean any executive officer of the Company to whom duties and
powers of the Board or Committee hereunder have been delegated pursuant to
Section 1.4.3.

     

    1.2.14         "Directors"
shall mean those members of the Board or the board of directors of any
Subsidiary who are not also Employees.

     

    1.2.15         "Disability"
shall mean a medically determinable physical or mental condition that causes an
Employee, Director, or Consultant to be unable to engage in any substantial
gainful activity and that can be expected to result in death or to be of
long-continued and indefinite duration.

     

    1.2.16         “Effective
Date” shall mean the effective date of this Plan, which shall be the Shareholder
Approval Date.

     

    1.2.17         "Employee"
shall mean any common law employee, including Officers, of the Company or any
Subsidiary as determined under the Code and the Treasury Regulations
thereunder.

     

    1.2.18         “Exchange
Act” shall mean the Securities Exchange Act of 1934, as amended from time to
time, or any successor act thereto.

     

    1.2.19         "Fair
Market Value" shall mean (i) if the Common Stock is listed on a national
securities exchange or the NASDAQ system, the mean between the highest and
lowest sales prices for the Common Stock on such date, or, if no such prices are
reported for such day, then on the next preceding day on which there were
reported prices; (ii) if the Common Stock is not listed on a national securities
exchange or the NASDAQ system, the mean between the bid and asked prices for the
shares on such date, or if no such prices are reported for such day, then on the
next preceding day on which there were reported prices; or (iii) as determined
in good faith by the Board.

     

    1.2.20         "Grantee"
shall mean an Officer, Employee, Director, or Consultant granted an
Award.

     

    1.2.21         "Incentive
Stock Option" shall mean a Stock Option that meets the requirements of Code
Section 422 and is granted pursuant to the Incentive Stock Option provisions as
set forth in Section 2.

     

    1.2.22         “Incumbent
Board” shall mean the Incumbent Board as defined in Section
7.1.1(b)(ii).

     

    1.2.23         "Non-Statutory
Stock Option" shall mean a Stock Option that does not meet the requirements of
Code Section 422 and is granted pursuant to the Non-Statutory Stock Option
provisions as set forth in Section 3.

     

    
      
         

      

      
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    1.2.24         “Officer”
shall mean a person who is an officer of the Company or a Subsidiary within the
meaning of Section 16 of the Exchange Act and the rules and regulations
promulgated thereunder.

     

    1.2.25         “Performance
Award” shall mean an Award under Section 6 hereof.

     

    1.2.26         “Performance
Measure” shall mean one or more of the following criteria, or such other
operating objectives, selected by the Committee to measure performance of the
Company or any Subsidiary for a Performance Period, whether in absolute or
relative terms: basic or diluted earnings per share of Stock; earnings per share
of Common Stock growth; revenue; operating income; net income (either before or
after taxes); earnings and/or net income before interest and taxes; earnings
and/or net income before interest, taxes, depreciation, and amortization; return
on capital; return on equity; return on assets; net cash provided by operations;
free cash flow; Common Stock price; economic profit; economic value; total
stockholder return; and gross margins and costs.  Each such measure
shall be determined in accordance with generally accepted accounting principles
as consistently applied and, as determined by the independent accountants of the
Company in the case of a Performance Award to a Covered Employee, to the extent
intended to meet the performance-based compensation exception under Code Section
162(m), or as determined by the Committee for other Performance Awards, adjusted
to omit the effects of extraordinary items, gain or loss on the disposal of a
business segment, unusual or infrequently occurring events and transactions, and
cumulative effects of changes in accounting principles.

     

    1.2.27         “Performance
Period” shall mean a period of not less than one (1) year over which the
achievement of targets for Performance Measures is determined.

     

    1.2.28         “Person”
shall have the meaning ascribed to such term in Section 3(a)(9) of the
Exchange Act and used in Sections 13(d) and 14(d) thereof, and shall include a
“group” as defined in Section 13(d) thereof.

     

    1.2.29         "Plan"
shall mean the Premier Power Renewable Energy, Inc. 2008 Equity Incentive Plan
as set forth herein and as amended from time to time.

     

    1.2.30         “Related
Entity” shall mean any Subsidiary, and any business, corporation, partnership,
limited liability company, or other entity designated by the Board, in which the
Company or a Subsidiary holds a substantial ownership interest, directly or
indirectly.

     

    1.2.31         "Restricted
Stock" shall mean Common Stock that is issued pursuant to the Restricted Stock
provisions as set forth in Section 4.

     

    1.2.32         "Restricted
Stock Units" shall mean Common Stock that is issued pursuant to the Restricted
Stock Unit provisions as set forth in Section 5.

     

    1.2.33         “Rule 16b-3”
shall mean Rule 16b-3 promulgated under the Exchange Act or any successor
thereto.

     

    1.2.34         “Shareholder
Approval Date” shall mean the date on which this Plan is approved by the
shareholders of the Company eligible to vote in the election of directors, by a
vote sufficient to meet the requirements of Code Sections 162(m) (if applicable)
and 422, Rule 16b-3 under the Exchange Act (if applicable), applicable
requirements under the rules of any stock exchange or automated quotation system
on which the Common Stock may be listed on quoted, and other laws, regulations,
and obligations of the Company applicable to this Plan.

     

    
      
         

      

      
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    1.2.35         "Stock
Award" shall mean an award of Restricted Stock or Restricted Stock Units granted
pursuant to this Plan.

     

    1.2.36         "Stock
Option" shall mean an option granted pursuant to this Plan to purchase shares of
Common Stock.

     

    1.2.37         “Subsidiary”
shall mean any corporation (other than the Company) in an unbroken chain of
corporations beginning with and including the Company, if each of the
corporations other than the last corporation in the unbroken chain owns stock
possessing fifty percent (50%) or more of the total combined voting power of all
classes of stock in one of the other corporations in such chain.

     

    1.3           Shares of Common Stock
Subject to this Plan.

     

    1.3.1           Subject
to the provisions of Section 7.1, the shares of Common Stock that may be issued
pursuant to Stock Options and Stock Awards granted under this Plan shall not
exceed Two Million Nine Hundred Fifty One Thousand Eight Hundred Seventy Five
(2,951,875) shares in the aggregate.  If a Stock Option shall expire
and terminate for any reason, in whole or in part, without being exercised or,
if Stock Awards are forfeited because the restrictions with respect to such
Stock Awards shall not have been met or have lapsed, the number of shares of
Common Stock that are no longer outstanding as Stock Awards or subject to Stock
Options may again become available for the grant of Stock Awards or Stock
Options.  There shall be no terms and conditions in a Stock Award or
Stock Option that provide that the exercise of an Incentive Stock Option reduces
the number of shares of Common Stock for which an outstanding Non-Statutory
Stock Option may be exercised; and there shall be no terms and conditions in a
Stock Award or Stock Option that provide that the exercise of a Non-Statutory
Stock Option reduces the number of shares of Common Stock for which an
outstanding Incentive Stock Option may be exercised.

     

    1.3.2           The
maximum number of shares of Common Stock subject to Awards that may be granted
during any one calendar year to any one Covered
Employee shall be limited to One Million Five Hundred Thousand
(1,500,000).  To the extent required by Code Section 162(m) and so
long as Code Section 162(m) is applicable to persons eligible to participate in
this Plan, shares of Common Stock subject to the foregoing maximum with respect
to which the related Award is terminated, surrendered, or cancelled shall
nonetheless continue to be taken into account with respect to such maximum for
the calendar year in which granted.

     

    1.4           Administration of this
Plan.

     

    1.4.1           The
Plan shall be administered by the Board.  In the alternative, the
Board may delegate authority to a Committee to administer this Plan on behalf of
the Board, subject to such terms and conditions as the Board may
prescribe.  Such Committee shall consist of not less than two (2)
members of the Board each of whom is a “non-employee director” within the
meaning of Rule 16b-3, or any successor rule of similar import, and an “outside
director” within the meaning of Section 162(m) of the Code and the regulations
promulgated thereunder.  Once appointed, the Committee shall continue
to serve until otherwise directed by the Board.  From time to time,
the Board may increase the size of the Committee and appoint additional members
thereof, remove members (with or without cause) and appoint new members in
substitution therefor, fill vacancies, however caused, and remove all members of
the Committee and, thereafter, directly administer this Plan.  In the
event that the Board is the administrator of this Plan in lieu of a Committee,
the term “Committee” as used herein shall be deemed to mean the
Board.

    


    1.4.2           The
Committee shall meet at such times and places and upon such notice as it may
determine.  A majority of the Committee shall constitute a
quorum.  Any acts by the Committee may be taken at any meeting at
which a quorum is present and shall be by majority vote of those members
entitled to vote.  Additionally, any acts reduced to writing or
approved in writing by all of the members of the Committee shall be valid acts
of the Committee.

    


    
      
         

      

      
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    1.4.3           The
Board may, in its sole discretion, divide the duties and powers of the Committee
by establishing one or more secondary Committees to which certain duties and
powers of the Board hereunder are delegated (each of which shall be regarded as
a “Committee” under this Plan with respect to such duties and powers), or
delegate all of its duties and powers hereunder to a single
Committee.  Additionally, if permitted by applicable law, the Board or
Committee may delegate any or all of its duties and powers hereunder to a
Designated Officer subject to such conditions and limitations as the Board or
Committee shall prescribe.  However, only the Committee described
under Section 1.4.1 may designate and grant Awards to Grantees who are subject
to Section 16 of the Exchange Act or Section 162(m) of the Code.  The
Committee shall also have the power to establish sub-plans (which may be
included as appendices to this Plan or the respective Award Agreement), which
may constitute separate programs, for the purpose of establishing programs that
meet any special tax or regulatory requirements of jurisdictions other than the
United States and its subdivisions.  Any such interpretations, rules,
administration and sub-plans shall be consistent with the basic purposes of this
Plan.

    


    1.4.4           Powers of the
Committee.  The Committee shall have all the powers vested in
it by the terms of this Plan, such powers to include authority, in its sole and
absolute discretion, to grant Awards under this Plan, prescribe Award Agreements
and establish programs for granting Awards.  The Committee shall have
full power and authority to take all other actions necessary to carry out the
purpose and intent of this Plan, including, but not limited to, the authority
to:

    


    (a)           determine
the Grantees to whom, and the time or times at which, Awards shall be
granted;

    


    (b)           determine
the types of Awards to be granted;

    


    (c)           determine
the number of shares of Common Stock and/or amount of cash to be covered by or
used for reference purposes for each Award;

    


    (d)           impose
such terms, limitations, vesting schedules, restrictions, and conditions upon
any such Award as the Committee shall deem appropriate, including without
limitation establishing, in its discretion, Performance Measures that must be
satisfied before an Award vests and/or becomes payable, the term during which an
Award is exercisable, the purchase price, if any, under an Award, and the
period, if any, following a Grantee’s termination of employment or service with
the Company or any Subsidiary during which the Award shall remain
exercisable;

    


    (e)           modify,
extend, or renew outstanding Awards, accept the surrender of outstanding Awards,
and substitute new Awards, provided that no such action shall be taken with
respect to any outstanding Award that would materially and adversely affect the
Grantee without the Grantee’s consent, or constitute a repricing of stock
options without the consent of the holders of the Company’s voting securities
under Section 1.4.4(f) below;

    


    (f)           only
with the approval of the holders of the voting securities of the Company to the
extent that such approval is required by applicable law, regulation, or the
rules of a national securities exchange or automated quotation system to which
the Company is subject, reprice Incentive Stock Options and Non-Statutory Stock
Options either by amendment to lower the exercise price or by accepting such
stock options for cancellation and issuing replacement stock options with a
lower exercise price or through any other mechanism;

    


    
      
         

      

      
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    (g)           accelerate
the time in which an Award may be exercised or in which an Award becomes payable
and waive or accelerate the lapse, in whole or in part, of any restriction or
condition with respect to an Award;

    


    (h)           establish
objectives and conditions, including targets for Performance Measures, if any,
for earning Awards and determining whether Awards will be paid after the end of
a Performance Period; and

    


    (i)           permit
the deferral of, or require a Grantee to defer such Grantee’s receipt of or the
delivery of Stock and/or cash under an Award that would otherwise be due to such
Grantee and establish rules and procedures for such payment deferrals, provided
the requirements of Code Section 409A are met with respect to any such
deferral.

    


    The
Committee shall have full power and authority to administer and interpret this
Plan and to adopt such rules, regulations, agreements, guidelines, and
instruments for the administration of this Plan as the Committee deems
necessary, desirable or appropriate in accordance with the bylaws of the
Company.

    


    1.4.5           To
the maximum extent permitted by law, no member of the Board or Committee or a
Designated Officer shall be liable for any action taken or decision made in good
faith relating to this Plan or any Award thereunder.

    


    1.4.6           The
members of the Board and Committee and any Designated Officer shall be
indemnified by the Company in respect of all their activities under this Plan in
accordance with the procedures and terms and conditions set forth in the
Certificate of Incorporation and bylaws of the Company as in effect from time to
time.  The foregoing right of indemnification shall not be exclusive
of any other rights of indemnification to which such persons may be entitled
under the Company’s Certificate of Incorporation and bylaws, as a matter of law,
or otherwise.

    


    1.4.7           All
actions taken and decisions and determinations made by the Committee or a
Designated Officer on all matters relating to this Plan pursuant to the powers
vested in it hereunder shall be in the Committee’s or Designated Officer’s sole
and absolute discretion and shall be conclusive and binding on all parties
concerned, including the Company, its stockholders, any Grantees, and any other
Employee, and their respective successors in interest.

     

    1.5           Amendment or
Termination.

     

    1.5.1           The
Committee, without further approval of the Company’s stockholders, may amend or
terminate this Plan or any portion thereof at any time, except that no amendment
shall become effective without prior approval of the stockholders of the Company
to increase the number of shares of Common Stock subject to this Plan or if
stockholder approval is necessary to comply with any tax or regulatory
requirement or rule of any national securities exchange or national automated
quotation system upon which the Common Stock is listed or quoted (including for
this purpose stockholder approval that is required for continued compliance with
Rule 16b-3 or stockholder approval that is required to enable the Committee to
grant Incentive Stock Options pursuant to this Plan).

     

    1.5.2           The
Committee shall be authorized to make minor or administrative amendments to this
Plan as well as amendments to this Plan that may be dictated by the requirements
of U.S. federal or state laws applicable to the Company or that may be
authorized or made desirable by such laws.  The Committee may amend
any outstanding Award in any manner as provided in Section 1.4.4 and to the
extent that the Committee would have had the authority to make such Award as so
amended.

    


    
      
         

      

      
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    1.5.3           No
amendment to this Plan or any Award may be made that would materially adversely
affect any outstanding Award previously made under this Plan without the
approval of the Grantee.  Further, no amendment to this Plan or an
Award shall be made that would cause any Award to fail to either comply with or
meet an exception from Code Section 409A.

    


    1.6           Effective Date and Duration
of this Plan.  This Plan shall become effective on the
Effective Date.  This Plan shall terminate at such time as may be
determined by the Board, and no Stock Award or Stock Option may be issued or
granted under this Plan thereafter, but such termination shall not affect any
Stock Award or Stock Option theretofore issued or granted.

     

     

    
      	
              2.

            	
              INCENTIVE
      STOCK OPTION PROVISIONS

            


    

     

    2.1           Granting of Incentive Stock
Options.

     

    2.1.1           Only
Employees of the Company shall be eligible to receive Incentive Stock Options
under this Plan.  Officers, Directors, and Consultants of the Company
who are not also Employees shall not be eligible to receive Incentive Stock
Options.

     

    2.1.2           The
purchase price of each share of Common Stock subject to an Incentive Stock
Option shall not be less than 100% of the Fair Market Value of a share of the
Common Stock on the date the Incentive Stock Option is granted.  If an
Employee owns or is deemed to own (by reason of the attribution rules applicable
under Section 424(d) of the Code) more than 10% of the combined voting power of
all classes of stock of the Company (or any parent corporation or subsidiary
corporation of the Company, as those terms are defined in Sections 424(e) and
(f) of the Code, respectively) and an Incentive Stock Option is granted to such
Employee, the exercise price of such Incentive Stock Option (to the extent
required by the Code at the time of grant) shall be no less than 110% of the
Fair Market Value of a Share on the date such Incentive Stock Option is
granted.

     

    2.1.3           No
Incentive Stock Option shall be exercisable more than ten (10) years from the
date the Incentive Stock Option was granted; provided however, that if a Grantee
owns or is deemed to own (by reason of the attribution rules of Section 424(d)
of the Code) more than 10% of the combined voting power of all classes of stock
of the Company (or any parent corporation or subsidiary corporation of the
Company, as those terms are defined in Sections 424(e) and (f) of the Code,
respectively) and the Incentive Stock Option is granted to such Grantee, the
term of the Incentive Stock Option shall be (to the extent required by the Code
at the time of the grant) for no more than five (5) years from the date of
grant.

     

    2.1.4           The
Committee shall determine and designate from time to time those Employees who
are to be granted Incentive Stock Options and specify the number of shares
subject to each Incentive Stock Option.

     

    2.1.5           The
Committee, in its sole discretion, shall determine whether any particular
Incentive Stock Option shall become exercisable in one or more installments,
specify the installment dates, and, within the limitations herein provided,
determine the total period during which the Incentive Stock Option is
exercisable.  Further, the Committee may make such other provisions as
may appear generally acceptable or desirable to the Committee or necessary to
qualify its grants under the provisions of Section 422 of the Code.

     

    
      
         

      

      
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    2.1.6           The
Committee may grant at any time new Incentive Stock Options to an Employee who
has previously received Incentive Stock Options or other options whether such
prior Incentive Stock Options or other options are still outstanding, have
previously been exercised in whole or in part, or are cancelled in connection
with the issuance of new Incentive Stock Options.  The purchase price
of the new Incentive Stock Options may be established by the Committee without
regard to the existing Incentive Stock Options or other options.

     

    2.1.7           Notwithstanding
any other provisions hereof, the aggregate Fair Market Value (determined at the
time the option is granted) of the Common Stock with respect to which Incentive
Stock Options are exercisable for the first time by the Employee during any
calendar year (under all such plans of the Grantee's employer corporation and
its parent corporation or subsidiary corporation as those terms are defined in
Sections 424(e) and (f) of the Code, respectively) shall not (to the extent
required by the Code at the time of the grant) exceed One Hundred Thousand
Dollars ($100,000).  To the extent that such aggregate Fair Market
Value shall exceed One Hundred Thousand Dollars ($100,000), or other applicable
amount, such Stock Options to the extent of the Common Stock in excess of such
limit shall be treated as Non-Statutory Stock Options.  In such case,
the Company may designate the shares of Common Stock that are to be treated as
Stock acquired pursuant to the exercise of an Incentive Stock
Option.

     

    2.2           Exercise of Incentive Stock
Options.  The exercise price of an Incentive Stock Option shall
be payable on exercise of the option (i) in cash or by check, bank draft,
or postal or express money order, (ii) ) if provided in the written
Award agreement and permitted by applicable law, by the surrender of Common
Stock then owned by the Grantee, which Common Stock such Grantee has held for at
least six (6) months, (iii) the proceeds of a loan from an independent
broker-dealer whereby the loan is secured by the option or the stock to be
received upon exercise, or (iv) any combination of the foregoing;
provided, that each such method and time for payment and each such
borrowing and terms and conditions of repayment shall then be permitted by and
be in compliance with applicable law.  Shares of Common Stock so
surrendered in accordance with clause (ii) or (iv) shall be valued at the Fair
Market Value thereof on the date of exercise, surrender of such Common Stock to
be evidenced by delivery of the certificate(s) representing such shares in such
manner, and endorsed in such form, or accompanied by stock powers endorsed in
such form, as the Committee may determine.

     

    2.3           Termination of
Employment.

     

    2.3.1           If
a Grantee's employment with the Company is terminated other than by Disability
or death, the terms of any then outstanding Incentive Stock Option held by the
Grantee shall extend for a period ending on the earlier of the date on which
such Stock Option would otherwise expire or three (3) months after such
termination of employment, and such Stock Option shall be exercisable to the
extent it was exercisable as of such last date of employment.

     

    2.3.2           If
a Grantee's employment with the Company is terminated by reason of Disability,
the term of any then outstanding Incentive Stock Option held by the Grantee
shall extend for a period ending on the earlier of the date on which such Stock
Option would otherwise expire or twelve (12) months after such termination of
employment, and such Stock Option shall be exercisable to the extent it was
exercisable as of such last date of employment.

     

    2.3.3           If
a Grantee's employment with the Company is terminated by reason of death, the
representative of his estate or beneficiaries thereof to whom the Stock Option
has been transferred shall have the right during the period ending on the
earlier of the date on which such Stock Option would otherwise expire or twelve
(12) months after such date of death, to exercise any then outstanding Incentive
Stock Options in whole or in part.  If a Grantee dies without having
fully exercised any then outstanding Incentive Stock Options, the representative
of his estate or beneficiaries thereof to whom the Stock Option has been
transferred shall have the right to exercise such Stock Options in whole or in
part.

     

    
      
         

      

      
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              3.

            	
              NON-STATUTORY
      STOCK OPTION PROVISIONS

            


    

     

    3.1           Granting of Stock
Options.

     

    3.1.1           Officers,
Employees, Directors, and Consultants shall be eligible to receive Non-Statutory
Stock Options under this Plan.

     

    3.1.2           The
Committee shall determine and designate from time to time those Officers,
Employees, Directors, and Consultants who are to be granted Non-Statutory Stock
Options and the amount subject to each Non-Statutory Stock Option.

     

    3.1.3           The
Committee may grant at any time new Non-Statutory Stock Options to an Employee,
Director, or Consultant who has previously received Non-Statutory Stock Options
or other Stock Options, whether such prior Non-Statutory Stock Options or other
Stock Options are still outstanding, have previously been exercised in whole or
in part, or are cancelled in connection with the issuance of new Non-Statutory
Stock Options.

     

    3.1.4           The
Committee shall determine the purchase price of each share of Common Stock
subject to a Non-Statutory Stock Option.  Such price shall not be less
than 100% of the Fair Market Value of such Common Stock on the date the
Non-Statutory Stock Option is granted.

     

    3.1.5           The
Committee, in its sole discretion, shall determine whether any particular
Non-Statutory Stock Option shall become exercisable in one or more installments,
specify the installment dates, and, within the limitations herein provided,
determine the total period during which the Non-Statutory Stock Option is
exercisable.  Further, the Committee may make such other provisions as
may appear generally acceptable or desirable to the Committee, including the
extension of a Non-Statutory Stock Option, provided that such extension does not
extend the option beyond the period specified in Section 3.1.6
below.

     

    3.1.6           No
Non-Statutory Stock Option shall be exercisable more than ten (10) years from
the date such option is granted.

     

    3.2           Exercise of Stock
Options.   The exercise price of a Non-Statutory Stock
Option shall be payable on exercise of the Stock Option (i) in cash or by
check, bank draft, or postal or express money order, (ii) if provided in
the written Award agreement and permitted by applicable law, by the surrender of
Common Stock then owned by the Grantee, which Common Stock such Grantee has held
for at least six (6) months, (iii) the proceeds of a loan from an independent
broker-dealer whereby the loan is secured by the option or the stock to be
received upon exercise, or (iv) any combination of the foregoing;
provided, that each such method and time for payment and each such
borrowing and terms and conditions of repayment shall then be permitted by and
be in compliance with applicable law.  Shares of Common Stock so
surrendered in accordance with clause (ii) or (iv) shall be valued at the Fair
Market Value thereof on the date of exercise, surrender of such Common Stock to
be evidenced by delivery of the certificate(s) representing such shares in such
manner, and endorsed in such form, or accompanied by stock powers endorsed in
such form, as the Committee may determine.

     

    
      
         

      

      
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    3.3           Termination of
Relationship.

     

    3.3.1           If
a Grantee's employment with the Company is terminated, a Director Grantee ceases
to be a Director, or a Consultant Grantee ceases to be a Consultant, other than
by reason of Disability or death, the terms of any then outstanding
Non-Statutory Stock Option held by the Grantee shall extend for a period ending
on the earlier of the date established by the Committee at the time of grant or
three (3) months after the Grantee's last date of employment or cessation of
being a Director or Consultant, and such Stock Option shall be exercisable to
the extent it was exercisable as of the date of termination of employment or
cessation of being a Director or Consultant.

     

    3.3.2           If
a Grantee's employment is terminated by reason of Disability, a Director Grantee
ceases to be a Director by reason of Disability or a Consultant Grantee ceases
to be a Consultant by reason of Disability, the term of any then outstanding
Non-Statutory Stock Option held by the Grantee shall extend for a period ending
on the earlier of the date on which such Stock Option would otherwise expire or
twelve (12) months after the Grantee's last date of employment or cessation of
being a Director or Consultant, and such Stock Option shall be exercisable to
the extent it was exercisable as of such last date of employment or cessation of
being a Director or Consultant.

     

    3.3.3           If
a Grantee's employment is terminated by reason of death, a Director Grantee
ceases to be a Director by reason of death or a Consultant Grantee ceases to be
a Consultant by reason of death, the representative of his estate or
beneficiaries thereof to whom the Stock Option has been transferred shall have
the right during the period ending on the earlier of the date on which such
Stock Option would otherwise expire or twelve (12) months following his death to
exercise any then outstanding Non-Statutory Stock Options in whole or in
part.  If a Grantee dies without having fully exercised any then
outstanding Non-Statutory Stock Options, the representative of his estate or
beneficiaries thereof to whom the Stock Option has been transferred shall have
the right to exercise such Stock Options in whole or in part.

     

    
      	
              4.

            	
              RESTRICTED
      STOCK AWARDS

            


    

     

    4.1           Grant of Restricted
Stock.

     

    4.1.1           Officers,
Employees, Directors and Consultants shall be eligible to receive grants of
Restricted Stock under this Plan.

     

    4.1.2           The
Committee shall determine and designate from time to time those Officers,
Employees, Directors and Consultants who are to be granted Restricted Stock and
the number of shares of Common Stock subject to such Stock Award.

     

    4.1.3           The
Committee, in its sole discretion, shall make such terms and conditions
applicable to the grant of Restricted Stock as may appear generally acceptable
or desirable to the Committee.

     

    4.2           Termination of
Relationship.

     

    4.2.1           If
a Grantee's employment with the Company is terminated, a Director Grantee ceases
to be a Director, or a Consultant Grantee ceases to be a Consultant, prior to
the lapse of any restrictions applicable to the Restricted Stock, then such
Common Stock shall be forfeited and the Grantee shall return the certificates
representing such Common Stock to the Company.

     

    4.2.2           If
the restrictions applicable to a grant of Restricted Stock shall lapse, then the
Grantee shall hold such Common Stock free and clear of all such restrictions
except as otherwise provided in this Plan.

     

    
      
         

      

      
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              5.

            	
              RESTRICTED
      STOCK UNIT AWARDS

            


    

     

    5.1           Grant of Restricted Stock
Units.

     

    5.1.1           Officers,
Employees, Directors, and Consultants shall be eligible to receive grants of
Restricted Stock Units under this Plan.

     

    5.1.2           The
Committee shall determine and designate from time to time those Officers,
Employees, Directors and Consultants who are to be granted Restricted Stock
Units and number of shares of Common Stock subject to such Stock
Award.

     

    5.1.3           The
Committee, in its sole discretion, shall make such terms and conditions
applicable to the grant of Restricted Stock Units as may appear generally
acceptable or desirable to the Committee.

     

    5.2           Termination of
Relationship.

     

    5.2.1           If
a Grantee's employment with the Company is terminated, a Director Grantee ceases
to be a Director, or a Consultant Grantee ceases to be a Consultant, prior to
the lapse of any restrictions applicable to the Restricted Stock Units, then
such Common Stock shall be forfeited and the Grantee shall return the
certificates representing such Common Stock to the Company.

     

    5.2.2           If
the restrictions applicable to a grant of Restricted Stock Units shall lapse,
then the Grantee shall hold such Common Stock free and clear of all such
restrictions except as otherwise provided in this Plan.

     

    6.           PERFORMANCE
AWARDS

     

    6.1           The
Committee, in its discretion, may establish targets for Performance Measures for
selected Grantees and authorize the granting, vesting, payment, and/or delivery
of Performance Awards in the form of Incentive Stock Options, Non-Statutory
Stock Options, Restricted Stock, and Restricted Stock Units to such Grantees
upon achievement of such targets for Performance Measures during a Performance
Period.  The Committee, in its discretion, shall determine the
Grantees eligible for Performance Awards, the targets for Performance Measures
to be achieved during each Performance Period, and the type, amount, and terms
and conditions of any Performance Awards.  Performance Awards may be
granted either alone or in addition to other Awards made under this
Plan.

    


    6.2           After
the Company is subject to Code Section 162(m), in connection with any
Performance Awards granted to a Covered Employee that are intended to meet the
performance-based compensation exception under Code Section 162(m), the
Committee shall (i) establish in the applicable Award Agreement the specific
targets relative to the Performance Measures that must be attained before the
respective Performance Award is granted, vests, or is otherwise paid or
delivered, (ii) provide in the applicable Award Agreement the method for
computing the portion of the Performance Award that shall be granted, vested,
paid, and/or delivered if the target or targets are attained in full or part,
and (iii) at the end of the relevant Performance Period, and prior to any such
grant, vesting, payment, or delivery, certify the extent to which the applicable
target or targets were achieved and whether any other material terms were in
fact satisfied.  The specific targets and the method for computing the
portion of such Performance Award that shall be granted, vested, paid, or
delivered to any Covered Employee shall be established by the Committee prior to
the earlier to occur of (A) ninety (90) days after the commencement of the
Performance Period to which the Performance Measure applies and (B) the elapse
of twenty-five percent (25%) of the Performance Period and in any event while
the outcome is substantially uncertain.  In interpreting Plan
provisions applicable to Performance Measures and Performance Awards that are
intended to meet the performance-based compensation exception under Code Section
162(m), it is the intent of this Plan to conform with the standards of
Section 162(m) of the Code and Treasury Regulations Section 1.162-27(e)(2),
and the Committee in interpreting this Plan shall be guided by such
provisions.

     

    
      
         

      

      
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              7.

            	
              GENERAL
      PROVISIONS

            


    

     

    7.1           Adjustment
Provisions.

     

    7.1.1           Change of
Control.

    


    (a)           Effect of “Change in
Control.”  If and only to the extent provided in the Award
Agreement, or to the extent otherwise determined by the Committee, upon the
occurrence of a “Change in Control,” as defined in Section
7.1.1(b):

    


    (i)           The
Committee shall take such action as it deems appropriate and equitable to
effectuate the purposes of this Plan and to protect the grantees of Awards,
which action may include, without limitation, any one or more of the following,
provided such action is in compliance with Code Section 409A if
applicable:  (i) acceleration or change of the exercise and/or
expiration dates of any Award to require that exercise be made, if at all, prior
to the Change in Control; and (ii) cancellation of any Award upon payment to the
holder in cash of the Fair Market Value of the Stock subject to such Award as of
the date of (and, to the extent applicable, as established for purposes of) the
Change in Control, less the aggregate exercise price, if any, of the
Award.

    


    (ii)           Notwithstanding
the foregoing or any provision in any Award Agreement to the contrary, if in the
event of a Change in Control, the successor company assumes or substitutes for a
Stock Option or Stock Award, then each such outstanding Stock Option or Stock
Award shall not be accelerated as described in Sections
7.1.1(a)(i).  For the purposes of this Section 7.1.1(a)(ii), such
Stock Option or Stock Award shall be considered assumed or substituted for if
following the Change in Control the Award confers the right to purchase or
receive, for each share of Common Stock subject to the Stock Option or Stock
Award immediately prior to the Change in Control, the consideration (whether
stock, cash, or other securities or property) received in the transaction
constituting a Change in Control by holders of Common Stock shares for each
Common Stock share held on the effective date of such transaction (and if
holders were offered a choice of consideration, the type of consideration chosen
by the holders of a majority of the outstanding shares); provided, however, that
if such consideration received in the transaction constituting a Change in
Control is not solely common stock of the successor company or its parent or
subsidiary, the Committee may, with the consent of the successor company or its
parent or subsidiary, provide that the consideration to be received upon the
exercise or vesting of a Stock Option or Stock Award, for each Common Stock
share subject thereto, will be solely common stock of the successor company or
its parent or subsidiary substantially equal in fair market value to the per
share consideration received by holders of Common Stock shares in the
transaction constituting a Change in Control.  The determination of
such substantial equality of value of consideration shall be made by the
Committee in its sole discretion and its determination shall be conclusive and
binding.

    


    (b)           Definition of “Change in
Control”.  Unless otherwise specified in an Award Agreement, a
“Change in Control” shall mean the occurrence of any of the
following:

    


    (i)           The
acquisition by any Person of Beneficial Ownership (within the meaning of Rule
13d-3 promulgated under the Exchange Act) of more than fifty percent (50%) of
either (A) the value of then outstanding equity securities of the Company (the
“Outstanding Company Stock”) or (B) the combined voting power of the then
outstanding voting securities of the Company entitled to vote generally in the
election of directors (the “Outstanding Company Voting Securities”) (the
foregoing Beneficial Ownership hereinafter being referred to as a "Controlling
Interest"); provided, however, that for purposes of this Section 7.1.1, the
following acquisitions shall not constitute or result in a Change in Control:
(v) any acquisition directly from the Company; (w) any acquisition by the
Company; (x) any acquisition by any Person that as of the Effective Date owns
Beneficial Ownership of a Controlling Interest; (y) any acquisition by any
employee benefit plan (or related trust) sponsored or maintained by the Company
or any Related Entity; or (z) any acquisition by any entity pursuant to a
transaction that complies with clauses (A), (B), and (C) of subsection
7.1.1(b)(iii) below; or

    


    
      
         

      

      
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    (ii)           During
any period of two (2) consecutive years (not including any period prior to the
Effective Date) individuals who constitute the Board on the Effective Date (the
“Incumbent Board”) cease for any reason to constitute at least a majority of the
Board; provided, however, that any individual becoming a director subsequent to
the Effective Date whose election, or nomination for election by the Company’s
shareholders, was approved by a vote of at least a majority of the directors
then comprising the Incumbent Board shall be considered as though such
individual were a member of the Incumbent Board, but excluding, for this
purpose, any such individual whose initial assumption of office occurs as a
result of an actual or threatened election contest with respect to the election
or removal of directors or other actual or threatened solicitation of proxies or
consents by or on behalf of a Person other than the Board; or

    


    (iii)           Consummation
of a reorganization, merger, statutory share exchange, or consolidation or
similar transaction involving the Company or any of its Related Entities, a sale
or other disposition of all or substantially all of the assets of the Company,
or the acquisition of assets or equity of another entity by the Company or any
of its Related Entities (each a “Business Combination”), in each case, unless,
following such Business Combination, (A) all or substantially all of the
individuals and entities who were the Beneficial Owners, respectively, of the
Outstanding Company Stock and Outstanding Company Voting Securities immediately
prior to such Business Combination beneficially own, directly or indirectly,
more than fifty percent (50%) of the value of the then outstanding equity
securities and the combined voting power of the then outstanding voting
securities entitled to vote generally in the election of members of the board of
directors (or comparable governing body of an entity that does not have such a
board), as the case may be, of the entity resulting from such Business
Combination (including, without limitation, an entity that as a result of such
transaction owns the Company or all or substantially all of the Company’s assets
either directly or through one or more subsidiaries) in substantially the same
proportions as their ownership, immediately prior to such Business Combination
of the Outstanding Company Stock and Outstanding Company Voting Securities, as
the case may be, (B) no Person (excluding any employee benefit plan (or related
trust) of the Company or such entity resulting from such Business Combination or
any Person that as of the Effective Date owns Beneficial Ownership of a
Controlling Interest) beneficially owns, directly or indirectly, fifty percent
(50%) or more of the value of the then outstanding equity securities of the
entity resulting from such Business Combination or the combined voting power of
the then outstanding voting securities of such entity except to the extent that
such ownership existed prior to the Business Combination, and (C) at least a
majority of the members of the Board or other governing body of the entity
resulting from such Business Combination were members of the Incumbent Board at
the time of the execution of the initial agreement, or of the action of the
Board, providing for such Business Combination; or

    


    (iv)           Approval
by the shareholders of the Company of a complete liquidation or dissolution of
the Company.

     

    7.1.2           Adjustments to
Awards.  In the event that any extraordinary dividend or other
distribution (whether in the form of cash, Common Stock, or other property),
recapitalization, forward or reverse split, reorganization, merger,
consolidation, spin-off, combination, repurchase, share exchange, liquidation,
dissolution or other similar corporate transaction or event affects the Common
Stock and/or such other securities of the Company or any other issuer such that
a substitution, exchange, or adjustment is determined by the Committee to be
appropriate, then the Committee shall, in such manner as it may deem equitable,
substitute, exchange, or adjust any or all of (A) the number and kind of
Shares that may be delivered in connection with Awards granted thereafter,
(B) the number and kind of Shares by which annual per-person Award
limitations are measured under this Plan’s provisions, (C) the number and
kind of Shares subject to or deliverable in respect of outstanding Awards,
(D) the exercise price, grant price or purchase price relating to any Award
and/or make provision for payment of cash or other property in respect of any
outstanding Award, and (E) any other aspect of any Award that the Committee
determines to be appropriate.

    


    
      
         

      

      
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    7.1.3           Adjustments in Case of
Certain Transactions.  In the event of any merger,
consolidation or other reorganization in which the Company does not survive, or
in the event of any Change in Control, any outstanding Awards may be dealt with
in accordance with any of the following approaches, as determined by the
agreement effectuating the transaction or, if and to the extent not so
determined, as determined by the Committee: (a) the continuation of the
outstanding Awards by the Company, if the Company is a surviving entity, (b) the
assumption or substitution for, as those terms are defined in Section
7.1.1(b)(iv), the outstanding Awards by the surviving entity or its parent or
subsidiary, (c) full exercisability or vesting and accelerated expiration of the
outstanding Awards, or (d) settlement of the value of the outstanding Awards in
cash or cash equivalents or other property followed by cancellation of such
Awards (which value, in the case of Stock Options, shall be measured by the
amount, if any, by which the Fair Market Value of a share of Common Stock
exceeds the exercise or grant price of the Stock Option as of the effective date
of the transaction).  The Committee shall give written notice of any
proposed transaction referred to in this Section 7.1.3 a reasonable period of
time prior to the closing date for such transaction (which notice may be given
either before or after the approval of such transaction), in order that Grantees
may have a reasonable period of time prior to the closing date of such
transaction within which to exercise any Awards that are then exercisable
(including any Awards that may become exercisable upon the closing date of such
transaction). A Grantee may condition his exercise of any Awards upon the
consummation of the transaction.

    


    7.1.4           Other Adjustments.
The Committee (and the Board if and only to the extent such authority is not
required to be exercised by the Committee to comply with Section 162(m) of the
Code) is authorized to make adjustments in the terms and conditions of, and the
criteria included in, Awards (including Performance Awards, or performance goals
relating thereto) in recognition of unusual or nonrecurring events (including,
without limitation, acquisitions and dispositions of businesses and assets)
affecting the Company, any Related Entity or any business unit, or the financial
statements of the Company or any Related Entity, or in response to changes in
applicable laws, regulations, accounting principles, tax rates and regulations
or business conditions or in view of the Committee's assessment of the business
strategy of the Company, any Related Entity or business unit thereof,
performance of comparable organizations, economic and business conditions,
personal performance of a Grantee, and any other circumstances deemed relevant;
provided that no such adjustment shall be authorized or made if and to the
extent that such authority or the making of such adjustment would cause Stock
Options or Stock Awards granted pursuant to Section 6 to Grantees designated by
the Committee as Covered Employees and intended to qualify as “performance-based
compensation” under Code Section 162(m) and the regulations thereunder to
otherwise fail to qualify as “performance-based compensation” under Code Section
162(m) and regulations thereunder.

     

    7.1.5           Fractional
Shares.  No adjustment or substitution provided for in this
Section 7.1 shall require the Company to sell a fractional share, and the total
substitution or adjustment with respect to each outstanding Stock Option shall
be limited accordingly.

     

    
      
         

      

      
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    7.1.6           Adjustment
Certificates.  Upon any adjustment made pursuant to this
Section 7.1 the Company will, upon request, deliver to the Grantee a certificate
setting forth the exercise price thereafter in effect and the number and kind of
shares or other securities thereafter purchasable on the exercise of such Stock
Option.

     

    7.2           General.

     

    7.2.1           Each
Stock Option and Stock Award shall be evidenced by an Award Agreement containing
such terms and conditions, not inconsistent with this Plan, as the Committee
shall approve.

     

    7.2.2           The
granting of a Stock Option or Stock Award in any year shall not give the Grantee
any right to similar grants in future years or any right to be retained in the
employ of the Company, and all Employees shall remain subject to discharge to
the same extent as if this Plan were not in effect.

     

    7.2.3           No
Officer, Employee, Director, or Consultant and no beneficiary or other person
claiming under or through him, shall have any right, title or interest by reason
of any Stock Option or any Stock Award to any particular assets of the Company,
or any shares of Common Stock allocated or reserved for the purposes of this
Plan or subject to any Stock Option or any Stock Award except as set forth
herein.  The Company shall not be required to establish any fund or
make any other segregation of assets to assure the payment of any Stock Option
or Stock Award.

     

    7.2.4           Limits on
Transferability.

     

    (a)           Except
to the extent otherwise provided in the respective Award Agreement, no Award,
other right, or interest granted under this Plan shall be pledged, hypothecated,
or otherwise encumbered or subject to any lien, obligation, or liability of such
Grantee to any party, or assigned or transferred by such Grantee otherwise than
by will or the laws of descent and distribution or to a Beneficiary upon the
death of a Grantee.   Unless otherwise determined by the Committee in
accordance with the provisions of the immediately preceding sentence, an Award
may be exercised during the lifetime of the Grantee only by the Grantee or,
during the period the Grantee is under a Disability, by the Grantee’s guardian
or legal representative.

     

    (b)           Notwithstanding
Section 7.2.4(a), an Award other than an Incentive Stock Option may, in the
Committee’s sole discretion, be transferable by gift or domestic relations order
to (i) the Grantee’s child, stepchild, grandchild, parent, stepparent,
grandparent, spouse, former spouse, sibling, niece, nephew, mother-in-law,
father-in-law, daughter-in-law, son-in-law, brother-in-law, or sister-in-law,
including adoptive relationships (such persons, “Family Members”), (ii) a
corporation, partnership, limited liability company, or other business entity
whose only stockholders, partners, or members, as applicable are the Grantee
and/or Family Members, or (iii) a trust in which the Grantee and/or Family
Members have all of the beneficial interests, and subsequent to any such
transfer any Award may be exercised by any such transferee, provided, however,
no Award may be transferred for value (as defined in the General Instructions to
Form S-8 Registration Statement).

     

    (c)           Notwithstanding
Sections 7.2.4(a) and 7.2.4(b), an Award may be transferred pursuant to a
domestic relations order that would satisfy Section 414(p)(1)(A) of the Code if
such Section applied to an Award under this Plan, but only if the tax
consequences flowing from the assignment or transfer are specified in said
order, the order is accompanied by signed agreement by both or all parties to
the domestic relations order, and, if requested by the Committee, an opinion is
provided by qualified counsel for the Grantee that the order is enforceable by
or against this Plan under applicable law, and said opinion further specifies
the tax consequences flowing from the order and the appropriate tax reporting
procedures for this Plan.

     

    
      
         

      

      
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    7.2.5           Notwithstanding
any other provision of this Plan or agreements made pursuant thereto, the
Company's obligation to issue or deliver any certificate or certificates for
shares of Common Stock under a Stock Option or Stock Award, and the
transferability of Common Stock acquired by exercise of a Stock Option or grant
of a Stock Award, shall be subject to all of the following
conditions:

     

    (a)           Any
registration or other qualification of such shares under any state or federal
law or regulation, or the maintaining in effect of any such registration or
other qualification that the Board shall, in its absolute discretion upon the
advice of counsel, deem necessary or advisable; and

     

    (b)           The
obtaining of any other consent, approval, or permit from any state or federal
governmental agency that the Board shall, in its absolute discretion upon the
advice of counsel, determine to be necessary or advisable.

     

    The
Company may, to the extent deemed necessary or advisable by the Committee,
postpone the issuance or delivery of Common Stock or payment of other benefits
under any Award until completion of such registration or qualification of such
Common Stock (including, but not limited to, the conditions described in
Sections 7.2.5(a) and 7.2.5(b) above) or other required action under any federal
or state law, rule or regulation, listing, or other required action with respect
to any stock exchange or automated quotation system upon which the Shares or
other Company securities are listed or quoted, or compliance with any other
obligation of the Company, as the Committee, may consider appropriate, and may
require any Grantee to make such representations, furnish such information and
comply with or be subject to such other conditions as it may consider
appropriate in connection with the issuance or delivery of Shares or payment of
other benefits in compliance with applicable laws, rules, and regulations,
listing requirements, or other obligations.

     

    7.2.6           All
payments to Grantees or to their legal representatives shall be subject to any
applicable tax, community property, or other statutes or regulations of the
United States or of any state or country having jurisdiction over such
payments.  The Grantee may be required to pay to the Company the
amount of any withholding taxes that the Company is required to withhold with
respect to a Stock Option or its exercise or a Stock Award.  In the
event that such payment is not made when due, the Company shall have the right
to deduct, to the extent permitted by law, from any payment of any kind
otherwise due to such person all or part of the amount required to be
withheld.

     

    7.2.7           In
the case of a grant of a Stock Option or Stock Award to any Employee of a
Subsidiary, the Company may, if the Committee so directs, issue or transfer the
shares, if any, covered by the Stock Option or Stock Award to such Subsidiary,
for such lawful consideration as the Committee may specify, upon the condition
or understanding that such Subsidiary will transfer the shares to the Employee
in accordance with the terms of the Stock Option or Stock Award specified by the
Committee pursuant to the provisions of this Plan.

     

    7.2.8           A
Grantee entitled to Common Stock as a result of the exercise of a Stock Option
or grant of a Stock Award shall not be deemed for any purpose to be, or have
rights as, a shareholder of the Company by virtue of such exercise, except to
the extent that a stock certificate is issued therefor and then only from the
date such certificate is issued.  No adjustments shall be made for
dividends or distributions or other rights for which the record date is prior to
the date such stock certificate is issued.  The Company shall issue
any stock certificates required to be issued in connection with the exercise of
a Stock Option with reasonable promptness after such exercise.

     

    
      
         

      

      
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    7.2.9           The
grant or exercise of Stock Options granted under this Plan or the grant of a
Stock Award under this Plan shall be subject to, and shall in all respects
comply with, applicable law relating to such grant or exercise, or to the number
of shares of Common Stock that may be beneficially owned or held by any
Grantee.

     

    7.2.10         The
Company intends that this Plan shall comply with the requirements of Rule 16b-3
(the “Rule”) under the Securities Exchange Act of 1934, as amended, during the
term of this Plan. Should any additional provisions be necessary for this Plan
to comply with the requirements of the Rule, the Board may amend this Plan to
add to or modify the provisions of this Plan accordingly.

     

    7.2.11         Code Section
409A.

     

    (a)           If
any Award constitutes a “nonqualified deferred compensation plan” under Section
409A of the Code (a “Section 409A Plan”), then the Award shall be subject to the
following additional requirements, if and to the extent required to comply with
Section 409A of the Code:

    


    (i)           Payments
under the Section 409A Plan may not be made earlier than (u) the Grantee’s
separation from service, (v) the date the Grantee becomes disabled, (w) the
Grantee’s death, (x) a specified time (or pursuant to a fixed schedule)
specified in the Award Agreement at the date of the deferral of such
compensation, (y) a change in the ownership or effective control of the
corporation, or in the ownership of a substantial portion of the assets of the
corporation, or (z) the occurrence of an unforeseeable emergency;

    


    (ii)           The
time or schedule for any payment of the deferred compensation may not be
accelerated, except to the extent provided in applicable Treasury Regulations or
other applicable guidance issued by the Internal Revenue Service;

    


    (iii)           Any
elections with respect to the deferral of such compensation or the time and form
of distribution of such deferred compensation shall comply with the requirements
of Section 409A(a)(4) of the Code; and

    


    (iv)           In
the case of any Grantee who is specified employee, a distribution on account of
a separation from service may not be made before the date that is six (6) months
after the date of the Grantee’s separation from service (or, if earlier, the
date of the Grantee’s death).

    


    For
purposes of the foregoing, the terms “separation from service”, “disabled,” and
“specified employee”, all shall be defined in the same manner as those terms are
defined for purposes of Section 409A of the Code, and the limitations set forth
herein shall be applied in such manner (and only to the extent) as shall be
necessary to comply with any requirements of Section 409A of the Code that are
applicable to the Award.

    


    (b)           The
Award Agreement for any Award that the Committee reasonably determines to
constitute a Section 409A Plan, and the provisions of this Plan applicable to
that Award, shall be construed in a manner consistent with the applicable
requirements of Section 409A, and the Committee, in its sole discretion and
without the consent of any Grantee, may amend any Award Agreement (and the
provisions of this Plan applicable thereto) if and to the extent that the
Committee determines that such amendment is necessary or appropriate to comply
with the requirements of Section 409A of the Code. No Section 409A Plan shall be
adjusted, modified, or substituted for, pursuant to any provision of this Plan,
without the consent of the Grantee if any such adjustment, modification, or
substitution would cause the Section 409A Plan to violate the requirements of
Section 409A of the Code.

    


    
      
         

      

      
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    (c)           The
Company intends that this Plan shall comply with the requirements of Section
409A of the Code, to the extent applicable.  Should any changes to
this Plan be necessary for this Plan to comply with the requirements of Section
409A, the Board may amend this Plan to add to or modify the provisions of this
Plan accordingly.

    


    7.2.12         The
validity, construction, and effect of this Plan, any rules and regulations under
this Plan, and any Award Agreement shall be determined in accordance with the
laws of the State of California without giving effect to principles of conflict
of laws, and applicable federal law.  Unless otherwise provided in the
Award Agreement, recipients of an Award under this Plan are deemed to submit to
the exclusive jurisdiction and venue of the federal or state courts whose
jurisdiction covers California to resolve any and all issues that may arise out
of or relate to this Plan or any related Award Agreement.

     

    7.2.13         The
Board shall have the authority to adopt such modifications, procedures, and
subplans as may be necessary or desirable to comply with provisions of the laws
of foreign countries in which the Company or its Related Entities may operate to
assure the viability of the benefits from Awards granted to Grantees performing
services in such countries and to meet the objectives of this Plan.

    


    7.2.14         The
Company will seek stockholder approval in the manner and to the degree required
under applicable laws.  If the Company fails to obtain any required
stockholder approval of this Plan within twelve (12) months after the date this
Plan is adopted by the Board, pursuant to Section 422 of the Code, any Option
granted as an Incentive Stock Option at any time under this Plan will not
qualify as an Incentive Stock Option within the meaning of the Code and will be
deemed to be a Non-Statutory Stock Option.

    


    [End of
Document]

    


    
      
         

      

      
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