Exhibit
10.1




WEGENER
CORPORATION




2010
INCENTIVE PLAN




EFFECTIVE
DATE: JANUARY 1, 2010


A-1


WEGENER
CORPORATION




2010
INCENTIVE PLAN




EFFECTIVE:
JANUARY 1, 2010




Table of
Contents




Section
              
              Page1.
              Purpose and Amendment
              A-32.
              Definitions
              A-33.
              Shares Subject to the
      Plan
              A-54.
              Grant of Awards and Award
      Agreements
              A-65.
              Stock Options and Stock
      Appreciation Rights
              A-66.
              Performance
      Units
              A-87.
              Restricted
      Stock
              A-98.
              Deferred
    Stock
              A-99.
              Certificates for Awards of
      Stock
              A-1010.
              Beneficiary
              A-1111.
              Administration of the
      Plan
              A-1112.
              Amendment or
      Discontinuance
              A-1213.
              Adjustments in Event of Change in
      Common Stock
              A-1214.
              Change in Control
      Event
              A-1215.
              Miscellaneous
              A-13




A-2


WEGENER
CORPORATION


2010
INCENTIVE PLAN


EFFECTIVE
DATE: JANUARY 1, 2010




1.
              Purpose.




The
Wegener Corporation 2010 Incentive Plan has been adopted for the purpose of
attracting and retaining persons of ability as directors, employees or
consultants or advisors of Wegener Corporation and its subsidiaries, motivate
and reward good performance, encourage such employees to continue to exert their
best efforts on behalf of the Company and its subsidiaries and provide
opportunities for stock ownership by such employees in order to increase their
proprietary interest in the Company by providing incentive awards to Key
Employees (as hereinafter defined), whose responsibilities and decisions
directly affect the performance of the Company and its subsidiaries. Such
incentive awards may, in the discretion of the Board or Committee, consist of
common stock of the Company (subject to such restrictions as the Board or
Committee may determine or as provided herein), performance units or stock
appreciation rights payable in such stock or cash, or incentive or nonqualified
stock options to purchase such stock, or any combination of the foregoing, all
as the Board or Committee may determine.




2.
              Definitions.


When used
herein, the following terms shall have the following meanings:





“Award”
means an award granted to any Eligible Participant or Key Employee in accordance
with the provisions of the Plan in the form of Options, SARS, Restricted Stock,
Deferred Stock or Performance Units, or any combination of the
foregoing.





“Beneficiary”
means the beneficiary or beneficiaries designated pursuant to Section 10 to
receive the amount, if any, payable under the Plan upon the death of an Eligible
Participant or Key Employee.





“Board”
means the Board of Directors of the Company.





“Change
in Control Event” shall be as defined in Code §409A (as such Section shall be
amended and further explained from time to time), which generally provides as
set forth below.




(a) Change in Ownership.
The acquisition by any individual, entity or group (a “Person”) of ownership of
stock of the Company that, together with stock held by such Person, constitutes
more than 50% of the total fair market value or total voting power of the stock
of the Company. However, if any Person is considered to own more than 50% of the
total fair market value or total voting power of the stock of the Company, the
acquisition of additional stock by the same Person is not considered to cause a
change in ownership of the Company (or to cause a change in the effective
control of the Company). An increase in the percentage of stock owned by any one
Person as a result of a transaction in which the Company acquires its stock in
exchange for property will be treated as an acquisition of stock for purposes of
this paragraph. This paragraph applies only when there is a transfer of stock of
the Company (or issuance of stock of the Company) and stock in the Company
remains outstanding after the transaction.




(b) Change in Effective
Control. (i) The acquisition by any individual, entity or group
during the 12-month period ending on the date of the most recent acquisition by
such Person, of ownership of stock of the Company possessing 35% or more of the
total voting power of the stock of the Company; or (ii) the replacement of
a majority of members of the Board during any 12-month period by directors whose
appointment or election is not endorsed by two-thirds (2/3) of the members of the
Board prior to the date of the appointment or election.




A change
in effective control also may occur in any transaction in which either of the
two corporations involved in the transaction has a “Change in Ownership” or
“Change in Ownership of a Substantial Portion of the Company’s Assets.” If any
one Person is considered to effectively control the Company, the acquisition of
additional control of the Company by the same Person is not considered to cause
a change in the effective control of the Company (or to cause a “Change in
Ownership” of the Company within the meaning of this Section).


A-3


(c) Change in Ownership of a
Substantial Portion of Assets. The acquisition by any Person during the
12-month period ending on the date of the most recent acquisition by such
Person, of assets from the Company that have a total gross fair market value
equal to or more than 40% of the total gross fair market value of all of the
assets of the Company immediately prior to such acquisition(s). For this
purpose, “gross fair market value” means the value of the assets of the Company,
or the value of the assets being disposed of, determined without regard to any
liabilities associated with such assets.




In the
event of any conflict between the summary contained in this Section and the
definition of “Change in Control” as defined in Code Section 409A, Code
Section 409A shall govern. No Change in Control Event shall be deemed to
have occurred in the event of a transfer to an entity that is controlled by the
shareholders of the transferring corporation immediately after the transfer,
within the meaning of IRS Notice 2005-1, Q&A-14(b).




“Code”
means the Internal Revenue Code of 1986, as now in effect or as hereafter
amended (All citations to sections of the Code are to such sections as they may
from time to time be amended or renumbered).




“Committee”
means the Committee, if any, appointed by the Board pursuant to Section 11.
If no Committee is appointed by the Board, the Board shall function as and in
place of the Committee.




“Company”
means Wegener Corporation and its successors and assigns.




“Deferred
Stock” means Stock credited to an Eligible Participant or Key Employee under the
Plan subject to the requirements of Section 8 and such other restrictions
as the Committee deems appropriate or desirable.




“Eligible
Participant(s)” shall mean directors, officers, Key Employees of the Company and
its subsidiaries, consultants, advisors and other persons who may not otherwise
be eligible to receive qualified incentive stock options under Section 422
of the Code.




“Fair
Market Value” shall mean:




(a) if
the Stock is actively traded on any national securities exchange, the closing
price at which sales of Stock shall have been sold on the most recent trading
date immediately prior to the date of determination, as reported by any such
exchange selected by the Committee on which the shares of Stock are then traded;
or




(b) if
the shares of Stock are not actively traded on any such national securities
exchange, the average of the closing high “bid” and low “asked” prices for the
shares of Stock on the over-the-counter market on the most recent trading date
immediately prior to the determination date as determined by the Committee and
reported by such system; or




(c)
if there are no “bid” and “asked” prices available or if the shares of Stock are
not traded on the over-the-counter market, the fair market value of a share of
Stock as determined in good faith by the Committee in compliance with Code
Section 409A taking into account such relevant facts and circumstances
deemed by the Committee to be material to the value of the Stock in the hands of
the Eligible Participant or Key Employee, which may include opinions or reports
prepared by independent experts; provided, however, that at the
time of grant of any Award other than an incentive stock option, the Committee,
in its sole discretion, may elect to, and if it so elects, shall irrevocably
specify its commitment to, determine Fair Market Value for all purposes under
the Plan with respect to such Award, based on the “average selling price” of the
Stock, within the meaning of Code Section 409A, as of the date of
determination and a period of up to nine trading days immediately preceding such
date, which period must be specified in the Award.




Notwithstanding
the above, Fair Market Value of a share of Stock shall be determined in
accordance with all applicable laws, including in the case of incentive stock
options the valuation principles described in Code Section 422 and in all
cases in accordance with Code Section 409A.


A-4


“Key
Employee” means an officer or other key employee of any Participating Company
who, in the judgment of the Committee, is responsible for or contributes to the
management, growth or profitability of the business of any Participating
Company.




“Option”
means an option to purchase Stock, including Restricted Stock but not Deferred
Stock, if the Committee so determines, subject to the applicable provisions of
Section 5 and awarded in accordance with the terms of the Plan and which
may be an incentive stock option qualified under Section 422 of the Code or
a nonqualified stock option.




“Participating
Company” means the Company or any subsidiary or other affiliate of the Company;
provided, however, for
incentive stock options only, “Participating Company” means the Company or any
corporation which at the time such option is granted under the Plan qualifies as
a subsidiary of the Company under the definition of “subsidiary corporation”
contained in Section 425(f) of the Code; and provided further, for
nonqualified stock options only, “Participating Company” means the Company or
any other corporation if the Company is an “eligible issuer of service recipient
stock” within the meaning of Treasury Regulation
Section 1.409A-1(b)(5)(iii)(E) with respect to the Eligible Participants
and/or Key Employees of such corporation.




“Non-Employee
Director” shall mean each such person who is a member of the Board of Directors
of the Company but who is not a full-time employee of the Company.




“Performance
Unit” means a performance unit subject to the requirements of Section 6 and
awarded in accordance with the terms of the Plan.




“Plan”
means the Wegener Corporation 2010 Incentive Plan, as the same may be amended,
administered or interpreted from time to time.




“Restricted
Stock” means Stock delivered under the Plan subject to the requirements of
Section 7 and such other restrictions as the Committee deems appropriate or
desirable; provided, however, in all events, restrictions placed on such
Restricted Stock shall result in the Restricted Stock being substantially
nonvested within the meaning of Treasury Regulation
Section 1.83-3(b).





“SAR”
means a stock appreciation right subject to the appropriate requirements under
Section 5 and awarded in accordance with the terms of the
Plan.




“Stock”
means the $.01 par value common stock of the Company.




“Total
Disability” means an Eligible Participant or Key Employee is, by reason of any
medically determinable physical or mental impairment that can be expected to
result in death or can be expected to last for a continuous period of not less
than twelve (12) months, receiving income replacement benefits for a period
of not less than three (3) months under an accident and health plan
covering employees of the Company.




3.
              Shares Subject to the
      Plan.




The
aggregate number of shares of Stock which may be awarded under the Plan or
subject to purchase by exercising an Option shall not exceed one million two
hundred fifty thousand (1,250,000) shares. The maximum total number of
shares of Restricted Stock, Deferred Stock and/or Performance Units that may be
granted at full value shall not exceed five hundred thousand
(500,000) shares. Such shares shall be made available from authorized and
unissued shares. No repurchased shares may be issued or delivered under the
Plan. The Committee may, in its discretion, decide to award other securities
issued by the Company that are convertible into Stock or make such other
securities subject to purchase by an Option, in which event the maximum number
of shares of Stock into which such other securities may be converted shall be
used in applying the aggregate share limit under this Section 3 and all
provisions of the Plan relating to Stock shall apply with full force and effect
with respect to such convertible securities. If any shares of Stock awarded or
subject to purchase by exercising an Option under the Plan are not delivered or
are reacquired by the Company, for reasons including, but not limited to, a
forfeiture of Restricted Stock or Deferred Stock or termination, expiration or a
cancellation with the consent of a participant of an Option, SAR or a
Performance Unit, such shares of Stock shall again become available for award
under the Plan; provided, however, that if the
Option price of any Option granted under the Plan is satisfied by tendering
shares of the Company’s Stock to the Company (by either actual delivery or by
attestation) or if shares of the Company’s Stock are tendered or are withheld
upon the exercise of the Option to satisfy any applicable tax withholding, such
tendered or withheld Stock will not be available for re-issuance under the
Plan.


A-5




4.
              Grant of Awards and
      Award Agreements.




(a)
Subject to the provisions of the Plan and compliance with Code
Section 409A, the Committee shall, (i) determine and designate from
time to time those Eligible Participants and Key Employees or groups of Eligible
Participants and Key Employees to whom Awards are to be granted;
(ii) determine the form or forms of Award to be granted to any Eligible
Participant or Key Employee; (iii) determine the amount or number of shares
of Stock, including Restricted Stock or Deferred Stock if the Committee so
determines, subject to each Award; (iv) determine the terms and conditions
of each Award; (v) determine whether and to what extent Eligible
Participants and Key Employees shall be allowed or required to defer receipt of
any Awards or other amounts payable under the Plan to the occurrence of a
specified date or event; provided, however, that no
Award shall be granted after the expiration of ten years from the effective date
of the Plan.




(b) Each
Award granted under the Plan shall be evidenced by a written Award Agreement, in
a form approved by the Committee. Such agreement shall be subject to and
incorporate the express terms and conditions, if any, required under the Plan or
as required by the Committee for the form of Award granted and such other terms
and conditions as the Committee may specify.





5.
              Stock Options and
      Stock Appreciation
Rights.




(a) With
respect to Options and SARS, the Committee shall (i) authorize the grant of
incentive stock options, nonqualified stock options, SARs or a combination of
incentive stock options, nonqualified stock options and SARS;
(ii) determine the number of shares of Stock subject to each Option or the
number of shares of Stock that shall be used to determine the value of an SAR;
(iii) determine whether such Stock shall be Restricted Stock (but not
Deferred Stock), in the Committee’s discretion; (iv) determine the time or
times when and the manner in which each Option shall be exercisable and the
duration of the exercise period; and (v) determine whether or not all or
part of each Option may be canceled by the exercise of an SAR; provided, however, that
(A) no Option shall be granted after the expiration of ten years from the
effective date of the Plan and (B) the aggregate Fair Market Value
(determined as of the date an Option is granted) of the Stock (disregarding any
restrictions in the case of Restricted Stock) for which incentive stock options
granted to any Key Employee under this Plan may first become exercisable in any
calendar year shall not exceed $100,000. The Committee’s determinations made
pursuant to (ii) through (v) of this paragraph shall be set forth in
the Award Agreement granting any Option.




(b)
The exercise period for a nonqualified stock option shall not exceed ten years
and one day from the date of grant, and the exercise period for an incentive
stock option or SAR, including any extension which the Committee may from time
to time decide to grant, shall not exceed ten years from the date of grant;
provided, however, that, in the
case of an incentive stock option granted to a Key Employee who, at the time of
grant, owns stock possessing more than ten percent of the total combined voting
power of all classes of stock of the Company (a “Ten Percent Stockholder”), such
period, including extensions, shall not exceed five years from the date of
grant.




(c) The
Option or SAR exercise price per share shall be determined by the Committee at
the time any Option is granted and set forth in the Award Agreement granting
such Option and shall be not less than (i) in the case of incentive stock
options and any tandem SARs, 100% of the Fair Market Value, or in the case of an
incentive stock option and any tandem SARs granted to a Ten Percent Stockholder,
110% of the Fair Market Value, on the date the Option and any tandem SARs are
granted; or (ii) in the case of any other Options or SARS, at least 100% of
Fair Market Value, disregarding any restrictions in the case of Restricted
Stock, on the date the Option or SAR is granted.


A-6




(d) No
part of any Option or SAR may be exercised until (i) the Eligible
Participant or Key Employee who has been granted the Award shall have remained
in the employ or service of a Participating Company for such period, if any,
after the date on which the Option or SAR is granted, as the Committee may
specify, or (ii) achievement of such performance or other criteria, if any,
by the Eligible Participant or Key Employee, the Company or any subsidiary,
affiliate or division of the Company, as the Committee may specify, and the
Committee may further require exercisability in installments.




(e)
Subject to Section 10(c), except as otherwise provided in the Plan, the
purchase price of the shares as to which an Option shall be exercised shall be
paid to the Company at the time of exercise in the form specified in the Award
Agreement covering such Option, which may provide for payment either in cash or
in such other consideration as the Committee deems appropriate, including Stock,
or, with respect to nonqualified options, Restricted Stock (but not Deferred
Stock), already owned by the optionee, having a total Fair Market Value equal to
the purchase price, or a combination of cash and such other consideration having
a total Fair Market Value equal to the purchase price; provided, however, that if
payment of the exercise price is made in whole or in part in the form of
Restricted Stock, the Stock received upon the exercise of the Option shall be
Restricted Stock, as the case may be, at least with respect to the same number
of shares and subject to the same restrictions or other limitations as the
Restricted Stock paid on the exercise of the Option.




(f)
(i) If a Key Employee who has been granted an Option or SAR dies (A) while
an employee of any Participating Company, or (B) within three months after
termination of his or her employment because of his or her Total Disability, his
or her Options or SARs may be exercised, to the extent that the Key Employee
shall have been entitled to do so on the date of his or her death or such
termination of employment, by the person or persons to whom the rights under the
option or SAR pass by will, or if no such person has such right, by his or her
executors or administrators, at any time, or from time to time, within 12 months
after the date of death or within such other period, and subject to such terms
and conditions as the Committee may specify, but not later than the expiration
date specified in Section 5(b) above.




(ii) If
the Key Employee’s employment by any Participating Company terminates because of
his or her Total Disability and such participant has not died within the
following three months, he or she may exercise his or her Options or SARS, to
the extent that he or she shall have been entitled to do so at the date of the
termination of his or her employment, at any time, or from time to time, within
12 months after the date of the termination of his or her employment within such
other period, and subject to such terms and conditions as the Committee may
specify, but not later than the expiration date specified in Section 5(b)
above.




(iii) If
the Key Employee’s employment terminates for any other reason, he or she may
exercise his or her Options or SARs to the extent that he or she shall have been
entitled to do so at the date of the termination of his or her employment, at
any time, or from time to time, within three months after the date of the
termination of his or her employment or within such other period, and subject to
such terms and conditions as the Committee may specify, but not later than the
expiration date specified in Section 5(b) above.




(g)
No Option or SAR granted under the Plan shall be transferable other than by will
or by the laws of descent and distribution. During the lifetime of the optionee,
an Option shall be exercisable only by him or her.




(h) With
respect to an incentive stock option, the Committee shall specify such terms and
provisions as the Committee may determine to be necessary or desirable in order
to qualify such Option as an incentive stock option within the meaning of
Section 422 of the Code.




(i) Upon
exercise of an SAR, the Eligible Participant or Key Employee shall be entitled,
subject to such terms and conditions as the Committee may specify, to receive
upon exercise thereof the excess of (i) the Fair Market Value of a
specified number of shares of Stock at the time of exercise, as determined by
the Committee, over (ii) a specified amount set forth in the Award
Agreement granting such SAR which shall not, subject to Section 5(j), be
less than the Fair Market Value of such specified number of shares of Stock at
the time the SAR is granted. Upon exercise of an SAR, payment of such excess
shall be made as the Committee shall specify in the Award Agreement at the time
of the grant of the SAR (A) in cash, (B) through the issuance or
transfer of whole shares of Stock, including Restricted Stock (but not Deferred
Stock), with a Fair Market Value, disregarding any restrictions in the case of
Restricted Stock, at such time equal to any such excess, or (C) a
combination of cash and shares of Stock with a combined Fair Market Value at
such time equal to any such excess, all as determined by the Committee; provided, however, a fractional
share of Stock shall be paid in cash equal to the Fair Market Value of the
fractional share of Stock, disregarding any restrictions in the case of
Restricted Stock, at such time. If the full amount of such value is not paid in
Stock, then the shares of Stock representing such portion of the value of the
SAR not paid in Stock shall again become available for award under the
Plan.


A-7




(j)
If the Award granted to an Eligible Participant or Key Employee allows such
person to elect to cancel all or any portion of an unexercised option by
exercising a related SAR, then the Option price per share of Stock shall be used
as the specified price in Section 5(i), to determine the value of the SAR
upon such exercise, and, in the event of the exercise of such SAR, the Company’s
obligation in respect of such Option or such portion thereof will be discharged
by payment of the SAR so exercised. Any shares of Stock reserved but not
required for such exercise shall be cancelled and shall not be added back into
the total shares available for Awards under the Plan. Any such SAR shall be
transferable only by will or by the laws of descent and distribution. During the
lifetime of the optionee, such SAR shall be exercisable only by him or
her.





6.
              Performance
      Units.




(a) Upon
the Award of a Performance Unit to an Eligible Participant or a Key Employee,
the Committee shall determine a performance period (the “Performance Period”) of
one or more years and shall determine the performance objectives for such Award
of a Performance Unit. Performance objectives may vary from Eligible
Participant/Key Employee to Eligible Participant/Key Employee and shall be based
upon such performance criteria or combination of factors as the Committee may
deem appropriate, including, but not limited to, minimum earnings per share,
return on equity or performance by a subsidiary or division of the Company;
provided, however, in all events such performance criteria shall constitute a
substantial risk of forfeiture within the meaning of Code Section 409A.
Performance Periods may overlap and Eligible Participants and/or Key Employees
may participate simultaneously with respect to Performance Units for which
different Performance Periods are prescribed. The applicable Performance Period
and performance objectives for such Award shall be specified in the written
Award Agreement granting such Performance Unit.




(b) Upon
the Award of a Performance Unit to an Eligible Participant or a Key Employee at
the beginning of a Performance Period, the Committee shall determine for each
Eligible Participant or Key Employee or group of Eligible Participants and/or
Key Employees eligible for Performance Units with respect to that Performance
Period the range of dollar values, if any, which may be fixed or may vary in
accordance with such performance or other criteria specified by the Committee,
which shall be paid to an Eligible Participant or Key Employee with respect to
such Performance Unit if the relevant measure of Company performance for the
Performance Period is met. Such range of dollar values shall be set forth in the
Award Agreement granting such Performance Unit.




(c)
If during the course of a Performance Period there shall occur a significant
event or events (a “Significant Event”) as determined by the Committee,
including, but not limited to, a reorganization of the Company, which the
Committee expects to have a substantial effect on a performance objective during
such Performance Period, the Committee may revise such objective; provided,
however, in all events such revised objective shall constitute a substantial
risk of forfeiture within the meaning of Code Section 409A.




(d) If an
Eligible Participant or Key Employee terminates service with all Participating
Companies during a Performance Period because of death, Total Disability,
retirement on or after age 65, or at an earlier age with the consent of the
Company, or a Significant Event, as determined by the Committee, that Eligible
Participant or Key Employee shall be entitled, at the end of such Performance
Period, to payment in settlement of each Performance Unit awarded to such
Eligible Participant or Key Employee for such Performance Period (i) based
upon the performance objectives satisfied at the end of such Performance Period
and (ii) prorated for the portion of the Performance Period during which
the Eligible Participant or Key Employee was employed or retained by any
Participating Company. If an Eligible Participant or Key Employee terminates
service with all Participating Companies during a Performance Period for any
other reason, such Eligible Participant or Key Employee shall not be entitled to
any payment with respect to that Performance Period unless the Committee shall
otherwise provide at the time of the Award of such Eligible Participant’s or Key
Employee’s Performance Unit for such Performance Period.


A-8




(e)
Each Performance Unit may be paid as specified in the Award Agreement granting
such Performance Unit, which may provide for payment (i) all in cash,
(ii) in Stock, not including Restricted Stock or Deferred Stock, (together
with any cash representing fractional shares of Stock,) with a combined Fair
Market Value at such time equal to the dollar value of such Performance Unit
except that any fractional share of Stock payable shall be paid in cash equal to
the Fair Market Value of the fractional Share of Stock, or (iii) a
combination of Stock and cash, and either as a lump sum payment or in annual
installments, each commencing as soon as practicable after the end of the
relevant Performance Period. If and to the extent the full value of a
Performance Unit is not paid in Stock, then the shares of Stock representing the
portion of the value of the Performance Unit not paid in Stock shall again
become available for award under the Plan.




7.
              Restricted
      Stock.




(a)
Restricted Stock may be received by an Eligible Participant or Key Employee
either as an Award or, if the Award Agreement granting an Option or SAR so
specifies, as the result of an exercise of an Option or SAR. Restricted Stock
shall be subject to a restriction period (after which restrictions shall lapse)
which shall mean a period commencing on the date the Award is granted and ending
on such date or upon the achievement of such performance or other criteria as
the Committee shall determine (the “Restriction Period”). The Committee may
provide for the lapse of restrictions in installments where deemed
appropriate.




(b)
Except as otherwise provided in this Section 7, no shares of Restricted
Stock received by an Eligible Participant or Key Employee shall be sold,
exchanged, transferred, pledged, hypothecated or otherwise disposed of during
the Restriction Period; provided, however, the
Restriction Period for any recipient of Restricted Stock shall expire and all
restrictions on shares of Restricted Stock shall lapse upon the recipient’s
death, Total Disability, retirement on or after age 65 or an earlier age
specified in the Award Agreement granting such Restricted Stock.




(c)
Except as otherwise provided in Section 7(b) above, if an Eligible
Participant or Key Employee terminates employment or service with all
Participating Companies for any reason before the expiration of the Restriction
Period, all shares of Restricted Stock still subject to restriction shall,
unless the Committee otherwise determines, be forfeited by the recipient and
shall be reacquired by the Company, and, in the case of Restricted Stock
purchased through the exercise of an Option, the Company shall refund the
purchase price paid on the exercise of the Option. Upon such forfeiture, such
forfeited shares of Restricted Stock shall again become available for award
under the Plan.




(d) The
Committee may require, under such terms and conditions as it deems appropriate
or desirable, that the certificates for Restricted Stock delivered under the
Plan be held in custody by a bank or other institution, or that the Company may
itself hold such shares in custody until the Restriction Period expires or until
restrictions thereon otherwise lapse, and may require, as a condition of any
receipt of Restricted Stock, that the recipient shall have delivered a stock
power endorsed in blank relating to the Restricted Stock.




(e)
Nothing in this Section 7 shall preclude a recipient of Restricted Stock
from exchanging any shares of Restricted Stock subject to the restrictions
contained herein for any other shares of Stock that are similarly
restricted.




8.
              Deferred
      Stock.




(a)
Deferred Stock may be credited to an Eligible Participant or Key Employee as an
Award. Deferred Stock shall be subject to a deferral period set forth in the
Award Agreement granting such Deferred Stock, which period shall commence on the
date the Award is granted and end on such date or upon the achievement of such
performance or other criteria as the Committee shall determine (the “Deferral
Period”); provided, however, in all events such performance or other criteria
shall constitute a substantial risk of forfeiture within the meaning of Code
Section 409A. The Committee may provide in the Award Agreement at the time
of the Award of Deferred Stock for the expiration of the Deferral Period in
installments where deemed appropriate.


A-9




(b)
Except as otherwise provided in this Section 8, no Deferred Stock awarded
hereunder shall be sold, exchanged, transferred, pledged, hypothecated or
otherwise disposed of during the Deferral Period; provided, however, the Deferral
Period shall expire upon the recipient’s death, Total Disability, retirement on
or after age 65 or an earlier age specified in the Award Agreement at the time
the Deferred Stock is awarded or on a date or dates that are nondiscretionary
and objectively determinable that is/are set forth in the Award Agreement at the
time the Deferred Stock is Awarded.




(c) At
the expiration of the Deferral Period, the recipient of Deferred Stock shall be
entitled to receive a certificate pursuant to Section 9 for the number of
shares of Stock equal to the number of shares of Deferred Stock credited on his
or her behalf.




(d)
Except as otherwise provided in Section 8(b), if an Eligible Participant or
Key Employee terminates employment or service with all Participating Companies
for any reason before the expiration of the Deferral Period, all shares of
Deferred Stock shall, unless the Committee otherwise determines, be forfeited by
the Key Employee or Eligible Participant. Upon such forfeiture, such forfeited
shares of Deferred Stock shall again become available for award under the
Plan.




9.
              Certificates for
      Awards of Stock; Uncertificated
Shares.




(a)
Subject to Section 7(d), each Eligible Participant or Key Employee entitled
to receive shares of Stock under the Plan shall be issued a certificate for such
shares. Such certificate shall be registered in the name of the Eligible
Participant or Key Employee and shall bear an appropriate legend reciting the
terms, conditions and restrictions, if any, applicable to such shares and shall
be subject to appropriate stop-transfer orders.




(b) The
Company shall not be required to issue or deliver any certificates for shares of
Stock prior to (i) the listing of such shares on any stock exchange or
quotation system on which the Stock may then be listed and (ii) the
completion of any registration or qualification of such shares under any Federal
or state law, or any ruling or regulation of any government body which the
Company shall, in its sole discretion, determine to be necessary or
advisable.




(c) All
certificates for shares of Stock delivered under the Plan shall also be subject
to such stop-transfer orders and other restrictions as the Committee may deem
advisable under the rules, regulations and other requirements of the Securities
and Exchange Commission, any stock exchange or quotation system upon which the
Stock is then listed and any applicable Federal or state securities laws; and
the Committee may cause a legend or legends to be placed on any such
certificates to make appropriate reference to such restrictions. The foregoing
provisions of this Section 9(c) shall not be effective if and to the extent
that the shares of Stock delivered under the Plan are covered by an effective
and current registration statement under the Securities Act of 1933, or if and
so long as the Committee determines that application of such provisions is no
longer required or desirable. In making such determination, the Committee may
rely upon an opinion of counsel for the Company.




(d)
Except for the restrictions on Restricted Stock or Deferred Stock under Sections
7 and 8, each Eligible Participant or Key Employee who receives an Award of
Stock shall have all of the rights of a stockholder with respect to such Stock,
including the right to vote the Stock and receive dividends and other
distributions; provided, however, no Eligible Participant or Key Employee
awarded an Option, an SAR, Performance Unit or Deferred Stock shall have any
right as a stockholder with respect to any shares subject to such Award prior to
the date of issuance to him or her of a certificate or certificates for such
shares.




(e)
Notwithstanding anything in this Plan to the contrary, the Company may, in its
sole discretion, issue shares of Stock or Restricted Stock upon the grant,
exercise, vesting or settlement of an Award pursuant to the direct registration
system, and, in lieu of the issuance of certificated shares, may issue
uncertificated shares, to the account of the Eligible Participant or Key
Employee. Any prior references in this Section 9 to share certificates
shall, in such event, be deemed to refer to uncertificated
shares.


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10.
              Beneficiary.




(a) Each
Eligible Participant or Key Employee, as the case may be, shall file with the
Committee a written designation, signed by the Eligible Participant or Key
Employee, of one or more persons as the Beneficiary who shall be entitled to
receive the Award, if any, payable under the Plan upon his or her death, and the
designation may name one or more persons as contingent Beneficiaries. An
Eligible Participant or Key Employee may from time to time revoke or change his
or her Beneficiary designation without the consent of any prior Beneficiary by
filing a new designation with the Committee. The last such designation received
by the Committee shall be controlling; provided, however, that no
designation, or change or revocation thereof, shall be effective unless received
by the Committee prior to the Eligible Participant’s or Key Employee’s death,
and in no event shall it be effective as of a date prior to such receipt. Any
such designation, or revocation or change of such designation, shall be in such
form and manner as the Committee shall determine.




(b)
If no such Beneficiary designation is in effect at the time of an Eligible
Participant’s or Key Employee’s death, or if no designated Beneficiary survives
the Eligible Participant or Key Employee or if such Beneficiary is not located
by the Committee within one year of the death of the Eligible Participant or Key
Employee or if such designation conflicts with law, such person’s estate shall
be entitled to receive the Award, if any, payable under the Plan upon his or her
death. If the Committee is in doubt as to the right of any person to receive
such Award, the Company may retain such Award, without liability for any
interest thereon, until the Committee determines the rights thereto, or the
Company may pay such Award into any court of appropriate jurisdiction and such
payment shall be a complete discharge of the liability of the Company
therefore.




(c)
Wherever in this Plan the Committee is directed or authorized to pay an Award to
an estate of a deceased participant, the Committee shall pay such Award to the
personal representative of such estate, if any has qualified within 12 months of
death, and if not, then to the persons who would be entitled to receive the
Award under the laws of descent and distribution of the State of Georgia in
effect at the date of death of the participant if he or she had died intestate
owning such property in fee simple. The determination by the Committee shall be
final and the Committee shall be fully protected in paying the Award to the
person or persons determined by the Committee in good faith to be entitled
thereto irrespective of whether such payments are made to the person or persons
who are in fact entitled to receive such Award.





11.
              Administration of the
      Plan.




(a) The
Plan shall be administered by a Committee composed of two or more persons, as
appointed by the Board and serving at the Board’s pleasure, but unless and until
the Committee is actually appointed by the Board, the Board shall function as
and in place of the Committee. Each member of the Committee shall be a
“Non-Employee Director” within the meaning of Rule 16b-3 under the Securities
Exchange Act of 1934 or successor rule or regulation.




(b)
All decisions, determinations or actions of the Committee made or taken pursuant
to grants of authority under the Plan shall be made or taken in the sole
discretion of the Committee and shall be final, conclusive and binding on all
persons for all purposes.




(c) The
Committee shall have full power, discretion and authority to interpret,
construe, act and administer the Plan and any part thereof, and its
interpretations and constructions thereof and actions taken thereunder shall be
final, conclusive and binding on all persons for all purposes.




(d) The
Committee’s decisions and determinations under the Plan need not be uniform and
may be made selectively among participants in the Plan, whether or not such
participants are similarly situated.




(e) The
Committee shall keep minutes of its actions under the Plan. The act of a
majority of the members present at a meeting duly called and held shall be the
act of the Committee. Any decision or determination reduced to writing and
signed by all members of the Committee shall be fully as effective as if made by
unanimous vote at a meeting duly called and held.


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(f) The
Committee may employ such legal counsel, including, without limitation,
independent legal counsel and counsel regularly employed by the Company,
consultants and agents as the Committee may deem appropriate for the
administration of the Plan and may rely upon any opinion received from any such
counsel or consultant and any computations received from any such consultant or
agent. All expenses incurred by the Committee in interpreting and administering
the Plan, including, without limitation, meeting fees and expenses and
professional fees, shall be paid by the Company.




(g) No
member or former member of the Committee or the Board shall be liable for any
action or determination made in good faith with respect to the Plan or any Award
granted under it. Each member or former member of the Committee or the Board
shall be indemnified and held harmless by the Company against all costs or
expenses (including counsel fees) or liabilities (including any sum paid in
settlement of a claim with the approval of the Board) arising out of any act or
omission to act in connection with the Plan unless arising out of such member’s
own fraud or bad faith. The Company shall pay any member or former member of the
Committee or the Board who is entitled to indemnification under this section the
expenses (including attorney’s fees) incurred in defending any such action taken
against him or her in advance of its final disposition (“hereinafter an
“Advancement of Expenses”); provided, however, that, if the Delaware General
Corporation Law requires, an Advancement of Expenses to any current Committee or
Board member shall be paid only upon receipt by the Company of an undertaking,
by or on behalf of such person, to repay such amounts if it shall ultimately be
determined by final judicial decision from which there is no further right to
appeal that such person is not entitled to be indemnified for such expenses
pursuant to this section. Such indemnification shall be in addition to any
rights of indemnification the members or former members may have as Directors or
under the Bylaws of the Company.




12.
              Amendment or
      Discontinuance.




The Board
may at any time amend or terminate the Plan. The Plan may also be amended by the
Committee, provided that all such amendments shall be reported to the Board. No
amendment shall, without being approved by the affirmative vote of holders of a
majority of the shares voted on such amendment at a meeting of the stockholders
at which a quorum is present, (i) alter the group of persons eligible for
qualified incentive stock options under the Plan, or (ii) increase the
maximum number of shares of Stock which are available for Awards under the Plan.
Except in connection with a corporate transaction involving the Company
(including, without limitation, any stock dividend, stock split, extraordinary
cash dividend, recapitalization, reorganization, merger, consolidation,
split-up, spin-off, combination, or exchange of shares), the terms of
outstanding Awards may not be amended to reduce the exercise price of
outstanding Options or SARs or cancel outstanding Options or SARs in exchange
for cash, other awards or Options or SARs with an exercise price that is less
than the exercise price of the original Options or SARs without shareholder
approval. No amendment or termination shall retroactively impair the rights of
any person with respect to an Award. On or after the occurrence of a Change in
Control Event, the Plan may not be amended or terminated until all payments
required by Section 14 are made. All such amendments shall be made in
compliance with Code Section 409A.




13.
              Adjustments in Event
      of Change in Common
Stock.




Subject
to compliance with Code Section 409A, in the event of any recapitalization,
reclassification, split-up or consolidation of shares of Stock, merger or
consolidation of the Company or sale by the Company of all or a substantial
portion of its assets, or other event which could distort the implementation of
the Plan or the realization of its objectives, the Committee may make such
appropriate adjustments in the Stock subject to Awards, including Stock subject
to purchase by an Option, or the terms, conditions or restrictions on Stock or
Awards as the Committee deems equitable; provided, however, that no such
adjustments shall be made on or after the occurrence of a Change in Control
Event without the affected participant’s consent.




14.
              Change in Control
      Event.




Notwithstanding
anything else herein to the contrary, the Committee may in its discretion take
any of the following actions with respect to the occurrence of a Change in
Control Event:


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(a) All
or any portion of any Option or SAR that has not expired and has not otherwise
been exercised shall be cashed out in a lump sum cash payment equal to the
excess, if any, of the Fair Market Value determined on the date of the Change in
Control Event of the shares of Stock, including Restricted Stock, subject to the
Option or SAR that is to be cashed out over the exercise price for such shares
subject to the Option or SAR as specified in the respective Award
Agreement.




(b) The
Performance Period applicable to any Performance Unit shall end and the Company
shall pay the participant in full settlement of such participant’s Performance
Unit a lump sum amount in cash equal to the dollar value of such participant’s
Performance Unit; provided, however, if the
Committee elects to so provide, the Committee must so specify in the Award
Agreement awarding the Performance Unit at the time of grant.




(c) All
Restriction Periods applicable to any outstanding Restricted Stock shall end and
the Company shall pay the holder of such Restricted Stock a lump sum amount in
cash equal to the Current Market Value of the Restricted Stock held by, or on
behalf of, the participant in exchange for such Restricted Stock.




(d) All
Deferral Periods applicable to any Deferred Stock credited to a participant
shall end and the Company shall pay to such participant an amount in cash equal
to the Current Market Value of the number of shares of Deferred Stock credited
to such participant in full settlement of such Deferred Stock; provided, however, if the
Committee elects to so provide, the Committee must so specify in the Award
Agreement awarding the Deferred Stock at the time of grant.




(e)
For purposes of this Section 14, “Current Market Value” means the highest
Closing Price (defined below) during the period (the “Reference Period”)
commencing 30 days prior to the Change in Control Event and ending 30 days after
the Change in Control Event; provided, that if the Change in Control Event
occurs as a result of a tender offer or exchange offer, or a merger, purchase of
assets or stock or other transaction approved by stockholders of the Company,
Current Market Value shall mean the higher of (i) the highest Closing Price
during the Reference Period or (ii) the highest price paid per share
pursuant to such tender offer, exchange offer or transaction. The “Closing
Price” on any day during the Reference Period means: (i) if the Stock is
actively traded on any national securities exchange, the closing price at which
sales of Stock shall have been sold on the most recent trading date immediately
prior to the date of determination, as reported by any such exchange selected by
the Committee on which the shares of Stock are then traded; or (ii) if the
shares of Stock are not actively traded on any such exchange, the average of the
closing high “bid” and low “asked” prices for the shares of Stock on the
over-the-counter market on the most recent trading date immediately prior to the
determination date as determined by the Committee and reported by such system;
or (iii) if there are no “bid” and “asked” prices available or if the
shares of Stock are not traded on the over-the-counter market, the fair market
value of a share of Stock as determined in good faith by the Committee in
compliance with Code Section 409A taking into account such relevant facts
and circumstances deemed by the Committee to be material to the value of the
Stock in the hands of the Eligible Participant or Key Employee, which may
include opinions or reports prepared by independent experts.




(f) Any
payment arising pursuant to this Section 14 shall be made as soon as
practicable after the occurrence of a Change in Control Event, but in no event
later than the close of the calendar year during which the Change in Control
Event occurs.




15.
              Miscellaneous.




(a)
Nothing in this Plan or any Award granted hereunder shall confer upon any
employee any right to continue in the employ of any Participating Company or
interfere in any way with the right of any Participating Company to terminate
his or her employment at any time.




(b) No
Award payable under the Plan shall be deemed salary or compensation for the
purpose of computing benefits under any employee benefit plan or other
arrangement of any Participating Company for the benefit of its employees unless
the Company shall determine otherwise.


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(c) No
participant shall have any claim to an Award until it is actually granted under
the Plan. To the extent that any person acquires a right to receive payments
from the Company under this Plan, such right shall be no greater than the right
of an unsecured general creditor of the Company. All payments of awards provided
for under the Plan shall be paid in cash from the general funds of the Company;
provided, however, that such
payments shall be reduced by the amount of any payments made to the participant
or his or her dependents, beneficiaries or estate from any trust or special or
separate fund established by the Company to assure such payments. The Company
shall not be required to establish a special or separate fund or other
segregation of assets to assure such payments, and, if the Company shall make
any investments to aid it in meeting its obligations hereunder, the participant
shall have no right, title or interest whatever in or to any such investments
except as may otherwise be expressly provided in a separate written instrument
relating to such investments. Nothing contained in this Plan, and no action
taken pursuant to its provisions, shall create or be construed to create a trust
of any kind between the Company and any participant. To the extent that any
participant acquires a right to receive payments from the Company hereunder,
such right shall be no greater than the right of an unsecured creditor of the
Company.




(d)
Absence on leave approved by a duly constituted officer of the Company shall not
be considered interruption or termination of employment for any purposes of the
Plan; provided,
however,
(i) such leave does not exceed six months, or if longer, so long as the
individual retains a right to reemployment with the Participating Company under
an applicable statute or by contract, and (ii) that no Award may be granted
to an employee while he or she is absent on leave.




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




(f) The
right of any person to any Award payable under the Plan may not be assigned,
transferred, pledged or encumbered, either voluntarily or by operation of law,
except as provided in Section 10 with respect to the designation of a
Beneficiary or as may otherwise be required by law. If, by reason of any
attempted assignment, transfer, pledge or encumbrance or any bankruptcy or other
event happening at any time, any amount payable under the Plan would be made
subject to the debts or liabilities of the participant or his or her Beneficiary
or would otherwise devolve upon anyone else and not be enjoyed by the
participant or his or her Beneficiary, then the Committee may terminate such
person’s interest in any such payment and direct that the same be held and
applied to or for the benefit of the participant, his or her Beneficiary or any
other persons deemed to be the natural objects of his or her bounty, taking into
account the expressed wishes of the participant (or, in the event of his or her
death, those of his or her Beneficiary) in such manner as the Committee may deem
proper.




(g)
Copies of the Plan and all amendments, administrative rules and procedures and
interpretations shall be made available to all participants’ at all reasonable
times at the Company’s headquarters.




(h) The
Committee may cause to be made, as a condition precedent to the payment of any
Award, or otherwise, appropriate arrangements with the participant or his or her
Beneficiary, for the withholding of any federal, state, local or foreign
taxes.




(i) The
Plan and the grant of Awards shall be subject to all applicable federal and
state laws, rules and regulations and to such approvals by any government or
regulatory agency as may be required.




(j)
All elections, designations, requests, notices, instructions and other
communications from an Eligible Participant or Key Employee, Beneficiary or
other person to the Committee, required or permitted under the Plan, shall be in
such form as is prescribed from time to time by the Committee and shall be
mailed by first class mail or delivered to such location as shall be specified
by the Committee.




(k) The
terms of the Plan shall be binding upon the Company and its successors and
assigns.




(l)
Captions preceding the sections hereof are inserted solely as a matter of
convenience and in no way define or limit the scope or intent of any provision
hereof.


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(m) The
Plan and all Awards granted hereunder shall comply at all times with all laws
and regulations of any governmental authority which may be applicable thereto
(including Code Section 409A). To the extent that an award granted
hereunder is designated as an incentive stock option, it shall comply with Code
Section 422, and all provisions of the Plan and the Award Agreement for
such Option shall be construed in such manner as to effectuate that intent. Any
provision of the Plan or any Award Agreement notwithstanding, a participant
shall not be entitled to receive the benefits of Awards and the Company shall
not be obligated to pay any benefits to such participant if such exercise,
delivery, receipt or payment of benefits would constitute a violation by such
individual or the Company of any provision of any such law or regulation. Any
reference herein to “compliance with the requirements of Code Section 409A”
or words of similar import shall be interpreted to mean application of the terms
of the Plan or any Award, or administration of the Plan or any Award, as the
case may be, in such a manner that no additional income tax is imposed on a
participant pursuant to Code Section 409A(1)(a); provided, however, that
this provision shall not limit the application of the $100,000 limit on
incentive stock options set forth in Section 5(a). If additional guidance
is issued under or modifications are made to Code Section 409A or any other
law affecting the awards issued hereunder, the Committee shall take such actions
(including amending the Plan or any Award Agreement without the necessity of
obtaining the participant’s consent) as it deems necessary, in its sole
discretion, to ensure continued compliance with Code
Section 409A.


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