EXHIBIT 10.12 

         

         

        NATIONAL
AMERICAN UNIVERSITY HOLDINGS, INC.
2009 STOCK OPTION AND COMPENSATION PLAN


         

        Section
1. Purpose of the Plan; Effect on Prior
Plans. The purpose of the Plan is to aid National American University
Holdings, Inc. (the “Company”) in recruiting and
retaining employees, officers, Directors, and other Consultants capable of
assuring the future success of the Company through the grant of Awards to such
persons under the Plan. The Company expects that Awards of stock-based
compensation and opportunities for stock ownership in the Company will provide
incentives to Plan participants to exert their best efforts for the success of
the Company’s business and thereby align the interests of Plan Participants with
those of the Company’s stockholders. 

         

        Section 2. Definitions 

         

        The
following capitalized terms used in the Plan have the meanings set forth in this
Section 2: 

         

        (a) “Affiliate” means (i) any
entity that, directly or indirectly through one or more intermediaries, is
controlled by the Company and (ii) any entity in which the Company has a
significant equity interest, in each case as determined by the Committee. 

         

        (b) “Award” means any Option, Stock
Appreciation Right, Restricted Stock, Restricted Stock Unit, Dividend
Equivalent, Performance Award, Stock Award, Other Stock-Based Award, or Cash
Award granted under the Plan. 

         

        (c) “Award Agreement” means any
written agreement, contract or other instrument or document evidencing an Award
granted under the Plan. Each Award Agreement shall be subject to the applicable
terms and conditions of the Plan and any other terms and conditions (not
inconsistent with the Plan) determined by the Committee. 

         

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

         

        (e) “Cash Award” means any Award
granted under Section 7(d) of the Plan that is payable in cash and denominated
as a “Cash Award.” 

         

        (f) “Change in Control” means the
occurrence of any of the following: 

         

        	
              	(a)	A “change in ownership,” as described in
      Section 1.409A-3(i)(5)(v) of the Treasury Regulations.



        	
              	()	A “change in effective control,” as
      described in Section 1.409A-3(i)(5)(vi) of the Treasury Regulations, but
      substituting “50 percent” for “30 percent” in the first sentence of
      Section 1.409A-3(i)(5)(vi)(A)(1). 


        	
              	(c)	A “change in ownership of a substantial
      portion of the assets,” as described in Section 1.409A-3(i)(5)(vii) of the
      Treasury Regulations, but substituting “50 percent” for “40 percent” in
      the first sentence thereof. 


        (g) “Code” means the Internal
Revenue Code of 1986, as amended from time to time, and any regulations
promulgated thereunder. 

         

        (h) “Committee” means the
Compensation Committee of the Board or any successor committee of the Board
designated by the Board to administer the Plan. The Committee shall be comprised
of not less than such number of Directors as shall be required to permit Awards
granted under the Plan to qualify under Rule 16b-3, and each member of the
Committee shall be a “Non-Employee Director” within the meaning of Rule 16b-3
and an “outside director” within the meaning of Section 162(m) of the Code. The
Company expects to have the Plan administered in accordance with the
requirements of the “qualified performance-based compensation” exception under
Section 162(m) of the Code, to the extent applicable. 

         

      

      
      

       

      

       

       

      
        
        

         

        (i) “Company” means National
American University Holdings, Inc., a Delaware corporation. 

         

        (j) “Consultant” means an
individual who renders services to the Company in a non-employee capacity,
including a Non-employee Director. 

         

        (k) “Director” means a member of
the Board. 

         

        (l) “Dividend Equivalent” means any
right granted under Section 7(e) of the Plan. 

         

        (m) “Eligible Person” means any
employee, officer or Consultant of the Company or any Affiliate whom the
Committee determines to be an Eligible Person. 

         

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

         

        (o) “Fair Market Value” means, with
respect to any property (including, without limitation, any Shares or other
securities), the fair market value of such property determined by such methods
or procedures as shall be established from time to time by the Committee.
Notwithstanding the foregoing, unless otherwise determined by the Committee, the
Fair Market Value of Shares on a given date for purposes of the Plan shall be
the closing sale price of the Shares on the principal United States Securities
Exchange registered under the Exchange Act on which the Shares are listed (the
“Exchange”) on the
applicable date. If the Exchange is closed for trading on such date, then the
last sale price used shall be the one on the date the Shares last traded on the
Exchange. 

         

        (p) “Incentive Stock Option” means
an option granted under Section 6(a) of the Plan that is intended to meet the
requirements of Section 422 of the Code or any successor provision, as set forth
in part in Section 6(a)(iv). 

         

        (q) “Non-employee Director” means a
Director who is not an employee of the Company or an Affiliate. 

         

        (r) “Non-Qualified Stock Option”
means an option granted under Section 6(a) of the Plan that is not intended to
be an Incentive Stock Option. 

         

        (s) “Option” means an Incentive
Stock Option or a Non-Qualified Stock Option. 

         

        (t) “Other Stock-Based Award” means
any stock-based right granted under Section 7(d) of the Plan. 

         

        (u) “Participant” means an Eligible
Person who is designated by the Committee to be granted an Award under the Plan.


         

        (v) “Performance Award” means any
right granted under Section 7(b) of the Plan. 

         

        (w) “Performance Goals” means the
goals established by the Committee, which shall be satisfied or met as a
condition to the exercisability, vesting or receipt of all or a portion of an
Award. Such goals shall be based exclusively on one or more of the following
corporate-wide or subsidiary, division or operating unit financial measures: (1)
pre-tax or after-tax income (before or after allocation of corporate overhead
and bonus), (2) net income (before or after taxes), (3) reduction in expenses,
(4) pre-tax or after-tax operating income, (5) earnings (including earnings
before taxes, earnings before interest and taxes, or earnings before interest,
taxes, depreciation and amortization, (6) gross revenue, (7) working capital,
(8) profit margin or gross profits, (9) Share price, (10) cash flow or cash flow
per Share (before or after dividends), (11) cash flow return on investment, (12)
return on capital (including return on total capital or return on invested
capital), (13) return on assets or net assets, (14) market share, (15) pre-tax
or after-tax earnings per Share, (16) pre-tax or after-tax operating earnings
per Share, (17) total stockholder return, (18) growth measures, including
revenue growth, as compared with a peer group or other benchmark, (19) economic
value-added models or equivalent metrics, (20) comparisons with various stock
market indices, (21) improvement in or attainment of expense levels or working
capital levels, (22) operating margins, gross margins or cash margins, (23)
year-end cash, (24) debt reductions, (25) stockholder equity, (26) regulatory
achievements, (27) implementation, completion or attainment of measurable
objectives with respect to research, development, products or projects,
production volume levels, acquisitions and divestitures and recruiting and
maintaining personnel, (28) customer satisfaction, (29) operating efficiency,
productivity ratios, or (30) strategic business criteria, consisting of one or
more objectives based on meeting specified revenue, market penetration,
geographic business expansion goals (including accomplishing regulatory approval
for projects), cost or cost savings 

         

      

      
      

       

      

       

       

      
        
        

         

        targets,
accomplishing critical milestones for projects, and goals relating to
acquisitions or divestitures, or any combination thereof (in each case before or
after such objective income and expense allocations or adjustments as the
Committee may specify within the applicable period). Each such goal may be
expressed on an absolute and/or relative basis, may be based on or otherwise
employ comparisons based on current internal targets, the past performance of
the Company (including the performance of one or more subsidiaries, divisions
and/or operating units) and/or the past or current performance of other
companies, and in the case of earnings-based measures, may use or employ
comparisons relating to capital (including, but limited to, the cost of
capital), stockholders’ equity and/or shares outstanding, or to assets or net
assets. In all cases, the performance goals shall be such that they satisfy any
applicable requirements under Treas. Reg. Sec. 1.162-27(e)(2) (as amended from
time to time) that the achievement of such goals be “substantially uncertain” at
the time that they are established, and that the award opportunity be defined in
such a way that a third party with knowledge of the relevant facts could
determine whether and to what extent the performance goal has been met, and,
subject to the Committee’s right to apply negative discretion (within the
meaning of Treas. Reg. Sec. 1.162-27(d)(iii)), the amount of the Award payable
as a result of such performance. To the extent applicable, the measures used in
setting performance goals set under the Plan for any given performance period
shall be determined in accordance with GAAP and in a manner consistent with the
methods used in the Company’s audited financial statements, without regard to:
(i) extraordinary items as determined by the Company’s independent public
accountants in accordance with GAAP; (ii) changes in accounting, unless, in each
case, the Committee decides otherwise within the applicable period; or (iii)
non-recurring acquisition expenses and restructuring charges. Notwithstanding
the foregoing, in calculating operating earnings or operating income (including
on a per Share basis), the Committee may, within the applicable period for a
given performance period, provide that such calculation shall be made on the
same basis as reflected in a release of the Company’s earnings for a previously
completed period as specified by the Committee. For purposes hereof, the
“applicable period,” with respect to any performance period, is the period
commencing on or before the first day of the performance period and ending no
later than the earlier of (x) the ninetieth (90th) day of the performance
period, or (y) the date on which twenty-five percent (25%) of the performance
period has been completed. 

         

        (x) “Person” means any individual,
corporation, partnership, association or trust. 

         

        (y) “Plan” means the the Company
2009 Stock Option and Compensation Plan, as may be amended from time to time.


         

        (z) “Restricted Stock” means any
Share granted under Section 7(a) of the Plan. 

         

        (aa) “Restricted Stock Unit” means
any unit granted under Section 7(a) of the Plan evidencing the right to receive
a Share (or a cash payment equal to the Fair Market Value of a Share) at some
future date. 

         

        (bb) “Rule 16b-3” means Rule 16b-3
promulgated by the Securities and Exchange Commission under the Exchange Act or
any successor rule or regulation. 

         

        (cc) “Section 162(m)” means Section
162(m) of the Code, or any successor provision, and the applicable Treasury
Regulations promulgated thereunder. 

         

        (dd) “Shares” means shares of common
stock, par value of $0.0001 per share, of the Company or such other securities
or property as may become subject to Awards pursuant to an adjustment made under
Section 4(c)of the Plan. 

         

        (ee) “Stock Appreciation Right”
means any right granted under Section 6(b) of the Plan. 

         

        (ff) “Stock Award” means any Share
granted under Section 7(c) of the Plan. 

         

        Section 3. Administration 

         

        (a) Power and Authority of the
Committee. The Plan shall be administered by the Committee.
Subject to the express provisions of the Plan and to applicable law, the
Committee shall have full power and authority to: (i) designate Participants;
(ii) determine the type or types of Awards to be granted to each Participant
under the Plan; (iii) determine the number of Shares to be covered by (or the
method by which payments or other rights are to be calculated in connection
with) each Award; (iv) determine the terms and conditions of 

         

      

      
      

       

      

       

       

      
        
        

         

        any
Award or Award Agreement; (v) amend the terms and conditions of any Award or
Award Agreement, provided, however, that, except as otherwise provided in
Section 4(c) hereof, the Committee shall not, without receiving prior approval
of the Company’s stockholders, reprice, adjust or amend the exercise price of
Options or the grant price of Stock Appreciation Rights previously awarded to
any Participant, whether through amendment, cancellation and replacement grant,
or any other means; (vi) accelerate the exercisability of any Award or the lapse
of restrictions relating to any Award; (vii) determine whether, to what extent
and under what circumstances Awards may be exercised in cash, Shares, other
securities, other Awards or other property, or canceled, forfeited or suspended;
(viii) determine whether, to what extent and under what circumstances cash,
Shares, other securities, other Awards, other property and other amounts payable
to a Participant with respect to an Award under the Plan shall be deferred
either automatically or at the election of the holder of the Award or the
Committee; (ix) interpret and administer the Plan and any instrument or
agreement, including any Award Agreement, relating to the Plan; (x) establish,
amend, suspend or waive such rules and regulations and appoint such agents as it
shall deem appropriate for the proper administration of the Plan; and (xi) make
any other determination and take any other action that the Committee deems
necessary or desirable for the administration of the Plan. Unless otherwise
expressly provided in the Plan, all designations, determinations,
interpretations and other decisions under or with respect to the Plan or any
Award or Award Agreement shall be within the sole discretion of the Committee,
may be made at any time and shall be final, conclusive and binding upon any
Participant, any holder or beneficiary of any Award or Award Agreement, and any
employee or Consultant of the Company or any Affiliate. 

         

        (b) Action of the
Committee. A majority of the Committee shall constitute a quorum.
The acts of the Committee shall be either: (a) acts of a majority of the members
of the Committee present at any meeting at which a quorum is present; or (b)
acts approved in writing by all of the members of the Committee without a
meeting. The Committee may appoint a chairman or a secretary as it deems
appropriate. 

         

        (c) Delegation. The
Committee may delegate its powers and duties under the Plan to one or more
Directors or executive officers of the Company, or a committee of Directors or
executive officers, subject to such terms, conditions and limitations as the
Committee may establish in its sole discretion; provided, however, that the
Committee may not delegate its power and authority with regard to: (a) the grant
of an Award to any person who is a “covered employee” within the meaning of
Section 162(m) of the Code or who, in the Committee’s judgment, is likely to be
a covered employee at any time during the period an Award hereunder to such
employee would be outstanding; or (b) the selection for participation in the
Plan of an officer or other person subject to Section 16 of the Exchange Act or
decisions concerning the timing, pricing or amount of an Award to such an
officer or other person. 

         

        (d) Power and Authority of the Board of
Directors. Notwithstanding anything to the contrary contained
herein, the Board may, at any time and from time to time, without any further
action of the Committee, exercise the powers and duties of the Committee under
the Plan, unless the exercise of such powers and duties by the Board would cause
the Plan not to comply with the requirements of Section 162(m) of the Code.


         

        (e) Liability and Indemnification of
Plan Administrators. No member of the Board or Committee, nor any
executive officer to whom the Committee delegates any of its power and authority
hereunder, shall be liable for any act, omission, interpretation, construction
or determination made in connection with the Plan in good faith, and the members
of the Board, the Committee and the executive officers shall be entitled to
indemnification and reimbursement by the Company in respect of any claim, loss,
damage or expense (including attorneys’ fees) arising therefrom to the full
extent permitted by law, except as otherwise may be provided in the Company’s
Certificate of Incorporation, Bylaws, and under any directors’ and officers’
liability insurance that may be in effect from time to time. 

         

        Section 4. Shares Available for Awards

         

        (a) Shares Available.
Subject to adjustment as provided in Section 4(c) of the Plan, the aggregate
number of Shares that may be issued under all Awards under the Plan shall be
1,300,000. Shares to be issued under the Plan will be authorized but unissued
Shares or Shares that have been reacquired by the Company and designated as
treasury shares. Shares that are subject to Awards that terminate, lapse or are
cancelled or forfeited shall be available again for grant under the Plan. If the
purchase price of any Shares with respect to an Option is satisfied by
delivering Shares to the Company (by either actual delivery or attestation),
only the 

         

      

      
      

       

      

       

       

      
        
        

         

        number
of Shares delivered to the Participant, net of the Shares delivered to the
Company or attested to, shall be deemed delivered for purposes of determining
the number of Shares available for further Awards. Shares that are tendered by a
Participant or withheld by the Company as full or partial payment to the Company
of the purchase or exercise price relating to an Award or to satisfy tax
withholding obligations relating to an Award shall not be available for future
grants under the Plan. In addition, if Stock Appreciation Rights are settled in
Shares upon exercise, the aggregate number of Shares subject to the Award rather
than the number of Shares actually issued upon exercise shall be counted against
the number of Shares authorized under the Plan. 

         

        (b) Accounting for Awards.
For purposes of this Section 4, if an Award entitles the holder thereof to
receive or purchase Shares, the number of Shares covered by such Award or to
which such Award relates shall be counted on the date of grant of such Award
against the aggregate number of Shares available for granting Awards under the
Plan. 

         

        (c) Adjustments. In the
event that any dividend or other distribution (whether in the form of cash,
Shares, other securities or other property), recapitalization, stock split,
reverse stock split, reorganization, merger, consolidation, split-up, spin-off,
combination, repurchase or exchange of Shares or other securities of the
Company, issuance of warrants or other rights to purchase Shares or other
securities of the Company or other similar corporate transaction or event
affects the Shares such that an adjustment is required to prevent dilution or
enlargement of the benefits or potential benefits intended to be made available
under the Plan, then the Committee shall, in such manner as it may deem
equitable, adjust any or all of: (a) the number and type of Shares (or other
securities or other property) that thereafter may be made the subject of Awards;
(b) the number and type of Shares (or other securities or other property)
subject to outstanding Awards; and (c) the purchase or exercise price with
respect to any Award. 

         

        Additionally,
in the event that a company acquired by the Company or any Affiliate or with
which the Company or any Affiliate combines has shares available under a
pre-existing plan approved by stockholders and not adopted in contemplation of
such acquisition or combination, the shares available for grant pursuant to the
terms of such pre-existing plan (as adjusted, to the extent appropriate, using
the exchange ratio or other adjustment or valuation ratio or formula used in
such acquisition or combination to determine the consideration payable to the
holders of common stock of the entities party to such acquisition or
combination) may be used for Awards under the Plan and shall not reduce the
Shares authorized for grant under the Plan; provided that Awards using such
available shares shall not be made after the date awards or grants could have
been made under the terms of the pre-existing plan, absent the acquisition or
combination, and shall only be made to individuals who were not employees or
Directors of the Company or any Affiliate prior to such acquisition or
combination. 

         

        (d) Award Limitations

         

        (i)
162(m) Limitation. No
Participant may be granted an Award or Awards under the Plan for more than
50,000 Shares (subject to adjustment as provided in Section 4(c) of the Plan) in
the aggregate in any calendar year, or, in the case of a Cash Award pursuant to
Section 7(d) of the Plan, for more than $1,500,000 in any calendar year. 

         

        (ii)
Incentive Stock Option
Limitation. The aggregate number of Shares which may be issued under the
Plan as Incentive Stock Options is 100,000 (subject to adjustment as provided in
Section 4(c) of the Plan). 

         

        (iii)
Limitation on Full Value
Awards. The aggregate number of Shares which may be issued under the Plan
as Restricted Stock, Restricted Stock Units, Stock Awards, Dividend Equivalents,
or any other award for which the employee is entitled to receive the full value
of the share upon satisfaction of the performance goal or goals, is 400,000
(subject to adjustment as provided in Section 4(c) of the Plan). 

         

        Section 5. Eligibility 

         

        Any
Eligible Person may be designated to be a Participant. In determining which
Eligible Persons shall receive an Award and the terms of any Award, the
Committee may take into account the nature of the services provided by the
respective Eligible Persons, their present and potential contributions to the
success of the 

         

      

      
      

       

      

       

       

      
        
        

         

        Company
or such other factors as the Committee, in its discretion, shall deem relevant.
The Committee’s selection of an Eligible Person to be a Participant with respect
to an Award shall not require the Committee to select such Eligible Person to
receive any other Award at any time. 

         

        An
Incentive Stock Option may be granted to full-time or part-time employees (which
term as used herein includes, without limitation, officers and Directors who are
also employees) only, and an Incentive Stock Option shall not be granted to an
employee of an Affiliate unless such Affiliate is also a “subsidiary
corporation” of the Company within the meaning of Section 424(f) of the Code or
any successor provision. 

         

        Section 6. Options and Stock Appreciation
Rights 

         

        (a) Options. The Committee
may grant Options with the following terms and conditions and with such
additional terms and conditions not inconsistent with the provisions of the Plan
as the Committee shall determine: 

         

        (i)
Exercise Price. The
purchase price per Share purchasable under an Option shall be determined by the
Committee and shall not be less than 100% of the Fair Market Value of a Share on
the date of grant of such Option; provided, however, that the Committee may
designate a per share exercise price below Fair Market Value on the date of
grant if the Option is granted in substitution for a stock option previously
granted by an entity that is acquired by or merged with the Company or an
Affiliate. 

         

        (ii)
Option Term. The term
of each Option shall be fixed by the Committee but shall not be longer than 10
years from the date of grant. 

         

        (iii)
Time and Method of
Exercise. The Committee shall determine the time or times at which an
Option may be exercised in whole or in part and the method or methods by which,
and the form or forms in which, payment of the exercise price with respect
thereto may be made or deemed to have been made. The Committee may permit net
settlement of any Option. 

         

        (iv)
Incentive Stock Options.
Notwithstanding anything in the Plan to the contrary, the following
additional provisions shall apply to the grant of Options that are intended to
qualify as Incentive Stock Options: 

         

        (A)
The aggregate Fair Market Value (determined as of date the Option is granted) of
the Shares with respect to which Incentive Stock Options are exercisable for the
first time by any Participant during any calendar year (under all of the
Company’s plans) shall not exceed $100,000. 

         

        (B)
Any Award Agreement granting Incentive Stock Options under the Plan shall
contain such other provisions as the Committee shall deem advisable, but shall
in all events be consistent with and contain all provisions required in order
for the Award to qualify as an Incentive Stock Option. 

         

        (C)
All Incentive Stock Options must be granted within ten (10) years from the
earlier of the date on which the Plan is adopted by the Board or the date the
Plan is approved by the stockholders of the Company. 

         

        (D)
No Incentive Stock Option shall be granted to a Participant who, at the time of
grant would own (within the meaning of Section 422 of the Code) stock possessing
more than ten percent (10%) of the total combined voting power of the Company
(within the meaning of Section 422 of the Code). 

         

        (b) Stock Appreciation
Rights. The Committee may grant Stock Appreciation Rights subject
to the terms of the Plan and such additional terms and conditions not
inconsistent with the provision of the Plan as the Committee shall determine. A
Stock Appreciation Right granted under the Plan shall confer on the holder
thereof a right to receive in cash or Shares (as specified by the Committee)
upon exercise thereof the excess of (i) the Fair Market Value of one Share on
the date of exercise over (ii) the grant price of the Stock Appreciation Right
as specified by the Committee, which price shall not be less than 100% of the
Fair Market Value of one Share on the date of grant of the Stock Appreciation
Right; provided, however, that the Committee may designate a per share grant
price below Fair Market Value on the date of grant if the Stock Appreciation
Right is granted in substitution for a stock appreciation right previously
granted by an entity that is acquired by or merged with the Company or an
Affiliate. 

         

      

      
      

       

      

       

       

      
        
        

         

        Section 7. Restricted Stock, Restricted Stock
Units, Performance Awards, Stock Awards, Other Stock-Based Awards and Cash
Awards, Dividend Equivalents 

         

        (a) Restricted Stock and Restricted
Stock Units. The Committee may grant Awards of Restricted Stock
and Restricted Stock Units with the following terms and conditions and with such
additional terms and conditions not inconsistent with the provisions of the Plan
as the Committee shall determine: 

         

        (i)
Restrictions. Shares of
Restricted Stock and Restricted Stock Units shall be subject to such
restrictions as the Committee may impose (including, without limitation, any
limitation on the right to vote a Share of Restricted Stock or the right to
receive any dividend or other right or property with respect thereto), which
restrictions may lapse separately or in combination at such time or times, in
such installments or otherwise, as the Committee may deem appropriate. The
minimum vesting period of such Awards shall be one year from the date of grant.
Notwithstanding the foregoing, the Committee may permit acceleration of vesting
of such Awards in the event of the Participant’s death, disability or
retirement. 

         

        (ii)
Issuance and Delivery of
Shares. Any Restricted Stock granted under the Plan shall be issued at
the time such Awards are granted and may be evidenced in such manner as the
Committee may deem appropriate, including book-entry registration or issuance of
a stock certificate or certificates, which certificate or certificates shall be
held by the Company. Such certificate or certificates shall be registered in the
name of the Participant and shall bear an appropriate legend referring to the
restrictions applicable to such Restricted Stock. Shares representing Restricted
Stock that is no longer subject to restrictions shall be delivered to the
Participant promptly after the applicable restrictions lapse or are waived. In
the case of Restricted Stock Units, no Shares shall be issued at the time such
Awards are granted. Upon the lapse or waiver of restrictions and the restricted
period relating to Restricted Stock Units evidencing the right to receive
Shares, such Shares shall be issued and delivered to the holder of the
Restricted Stock Units. 

         

        (iii)
Forfeiture. Except as
otherwise determined by the Committee, upon a Participant’s termination of
employment or cessation of services as a Consultant, including resignation or
removal as a Director (in either case, as determined under criteria established
by the Committee) during the applicable restriction period, all Shares of
Restricted Stock and all Restricted Stock Units held by the Participant at such
time shall be forfeited and reacquired by the Company; provided, however, that
the Committee may, when it finds that a waiver would be in the best interest of
the Company, waive in whole or in part any or all remaining restrictions with
respect to Shares of Restricted Stock or Restricted Stock Units. 

         

        (b) Performance Awards.
The Committee may grant Performance Awards denominated in Shares that may be
settled or payable in Shares (including, without limitation, Restricted Stock or
Restricted Stock Units) or cash. Performance Awards granted to Participants who
may be “covered employees” under Section 162(m) of the Code are intended to be
“qualified performance-based compensation” within the meaning of Section 162(m).
Performance Awards shall, to the extent required by Section 162(m), be
conditioned solely on the achievement of one or more objective Performance
Goals, and such Performance Goals shall be established by the Committee within
the time period prescribed by, and shall otherwise comply with the requirements
of, Section 162(m). Subject to the terms of the Plan and any applicable Award
Agreement, the Performance Goals to be achieved during any performance period,
the length of any performance period, the amount of any Performance Award
granted, the amount of any payment or transfer to be made pursuant to any
Performance Award, and any other terms and conditions of any Performance Award
shall be determined by the Committee. The Committee shall also certify in
writing that such Performance Goals have been met prior to payment of the
Performance Awards to the extent required by Section 162(m). 

         

        (c) Stock Awards. The
Committee may grant Shares without restrictions thereon in its discretion.
Subject to the terms of the Plan, Stock Awards may have such terms and
conditions as the Committee shall determine. 

         

        (d) Other Stock-Based Awards and Cash
Awards. The Committee may grant such other Awards that are
denominated or payable in, valued in whole or in part by reference to, or
otherwise based on or related to, Shares (including, without limitation,
securities convertible into Shares), as are deemed by the Committee to be
consistent with the purpose of the Plan. The Committee shall determine the terms
and conditions of such 

         

      

      
      

       

      

       

       

      
        
        

         

        Awards,
subject to the terms of the Plan. Shares, or other securities delivered pursuant
to a purchase right granted under this Section 7(d), shall be purchased for
consideration having a value equal to at least 100% of the Fair Market Value of
such Shares or other securities on the date the purchase right is granted. In
addition the Committee may, in its discretion, grant Cash Awards to Eligible
Employees according to such terms and conditions as the Committee may establish,
subject to the terms of the Plan and the Award Agreement. 

         

        (e) Dividend Equivalents.
The Committee may grant Dividend Equivalents under which the Participant shall
be entitled to receive payments (in cash, Shares, other securities, other Awards
or other property as determined in the discretion of the Committee) equivalent
to the amount of any cash dividends paid by the Company to holders of Shares
with respect to a number of Shares determined by the Committee. Subject to the
terms of the Plan, such Dividend Equivalents may have such terms and conditions
as the Committee shall determine. 

         

        Section 8. General Rules Applicable to
Awards 

         

        (a) Consideration for
Awards. Awards may be granted for no cash consideration or for any
cash or other consideration as may be determined by the Committee or required by
applicable law. 

         

        (b) Awards May Be Granted Separately or
Together. Awards may, in the discretion of the Committee, be
granted either alone or in addition to, in tandem with or in substitution for
any other Award or any award granted under any other plan of the Company or any
Affiliate. Awards granted in addition to or in tandem with other Awards or in
addition to or in tandem with awards granted under any other plan of the Company
or any Affiliate may be granted either at the same time as or at a different
time from the grant of such other Awards or awards. 

         

        (c) Forms of Payment under
Awards. Subject to the terms of the Plan and of any applicable
Award Agreement, payments or transfers to be made by the Company or an Affiliate
upon the grant, exercise or payment of an Award may be made in such form or
forms as the Committee shall determine (including, without limitation, cash,
Shares, other securities, other Awards or other property, withholding Shares
otherwise issuable under the Award, or any combination thereof), and may be made
in a single payment or transfer, in installments or on a deferred basis, in each
case in accordance with rules and procedures established by the Committee. Such
rules and procedures may include, without limitation, provisions for the payment
or crediting of reasonable interest on installment or deferred payments or the
grant or crediting of Dividend Equivalents with respect to installment or
deferred payments. 

         

        (d) Term of Awards. The
term of each Award shall be for a period not longer than 10 years from the date
of grant. 

         

        (e) Limits on Transfer of
Awards. Except as otherwise provided by the Committee or the terms
of this Plan, no Award and no right under any such Award shall be transferable
by a Participant other than by will or by the laws of descent and distribution.
The Committee may establish procedures as it deems appropriate for a Participant
to designate a Person or Persons, as beneficiary or beneficiaries, to exercise
the rights of the Participant and receive any property distributable with
respect to any Award in the event of the Participant’s death. The Committee, in
its discretion and subject to such additional terms and conditions as it
determines, may permit a Participant to transfer a Non-Qualified Stock Option to
any “family member” (as such term is defined in the General Instructions to Form
S-8 (or any successor to such Instructions or such Form) under the Securities
Act of 1933, as amended) at any time that such Participant holds such Option,
provided that such transfers may not be for value (i.e., the transferor may not
receive any consideration therefor) and the family member may not make any
subsequent transfers other than by will or by the laws of descent and
distribution. Each Award under the Plan or right under any such Award shall be
exercisable during the Participant’s lifetime only by the Participant (except as
provided herein or in an Award Agreement or amendment thereto relating to a
Non-Qualified Stock Option) or, if permissible under applicable law, by the
Participant’s guardian or legal representative. No Award or right under any such
Award may be pledged, alienated, attached or otherwise encumbered, and any
purported pledge, alienation, attachment or encumbrance thereof shall be void
and unenforceable against the Company or any Affiliate. 

         

        (f) Restrictions; Securities Exchange
Listing. All Shares or other securities delivered under the Plan
pursuant to any Award or the exercise thereof shall be subject to such
restrictions as the Committee may deem 

         

      

      
      

       

      

       

       

      
        
        

         

        advisable
under the Plan, applicable federal or state securities laws and regulatory
requirements, and the Committee may cause appropriate entries to be made or
legends to be placed on the certificates for such Shares or other securities to
reflect such restrictions. If the Shares or other securities are traded on a
securities exchange, the Company shall not be required to deliver any Shares or
other securities covered by an Award unless and until such Shares or other
securities have been admitted for trading on such securities exchange. 

         

        Section 9. Change in Control 

         

        In
the event that the Company is a party to a merger, exchange or reorganization,
outstanding Awards shall be subject to the terms and conditions of the agreement
of merger, exchange or reorganization, which may include, without limitation,
accelerating the vesting or exercise date of Awards and the cancellation of
outstanding Awards in exchange for the immediate distribution of a cash payment
equal to: (a) in the case of Options and Stock Appreciation Rights, the
difference between the Fair Market Value on the date of the Change in Control
and the exercise price multiplied by the number of Shares subject to the Option
or Stock Appreciation Right, and (b) in the case of Restricted Stock, Restricted
Stock Units, and Performance Stock Awards, the Fair Market Value of a Share on
the date of the Change in Control multiplied by the number of Shares then
subject to the Award. 

         

        Section 10. Amendment and Termination;
Corrections 

         

        (a) Amendments to the
Plan. The Board may amend, alter, suspend, discontinue or
terminate the Plan; provided, however, that, notwithstanding any other provision
of the Plan or any Award Agreement, prior approval of the stockholders of the
Company shall be required for any amendment to the Plan that: 

         

        (i)
requires stockholder approval under the rules or regulations of the Securities
and Exchange Commission, the NASDAQ Stock Market LLC, or any other securities
exchange that are applicable to the Company; 

         

        (ii)
increases the number of shares authorized under the Plan as specified in Section
4(a) of the Plan; 

         

        (iii)
increases the number of Shares subject to the limitations contained in Section
4(d) of the Plan; 

         

        (iv)
permits repricing of Options or Stock Appreciation Rights without prior
shareholder approval; 

         

        (v)
permits the award of Options or Stock Appreciation Rights at a price less than
100% of the Fair Market Value of a Share on the date of grant of such Option or
Stock Appreciation Right, contrary to the provisions of Sections 6(a)(i) and
6(b)(ii) of the Plan; or 

         

        (vi)
would cause Section 162(m) of the Code to become unavailable with respect to the
Plan. 

         

        (b) Amendments to Awards.
Subject to the provisions of the Plan, the Committee may waive any conditions of
or rights of the Company under any outstanding Award, prospectively or
retroactively. Except as otherwise provided in the Plan, the Committee may
amend, alter, suspend, discontinue or terminate any outstanding Award,
prospectively or retroactively, but no such action may adversely affect the
rights of the holder of such Award without the consent of the Participant or
holder or beneficiary thereof. 

         

        (c) Correction of Defects, Omissions and
Inconsistencies. The Committee may correct any defect, supply any
omission or reconcile any inconsistency in the Plan or in any Award or Award
Agreement in the manner and to the extent it shall deem desirable to implement
or maintain the effectiveness of the Plan. 

         

        Section 11. Tax Withholding 

         

        The
Company may take such action as it deems appropriate to withhold or collect from
a Participant the applicable federal, state, local or foreign payroll,
withholding, income or other taxes that are required to be withheld or collected
by the Company upon the grant, exercise, vesting or payment of an Award. The
Committee may require the Company to withhold Shares having a Fair Market Value
equal to the amount necessary to satisfy the Company’s minimum statutory
withholding requirements upon the grant, exercise, vesting or payment of an
Award from Shares that otherwise would have been delivered to a Participant. The
Committee may, subject to any terms and conditions that the Committee may adopt,
permit a Participant to elect to pay all or a portion of the minimum statutory
withholding taxes by: (a) having the Company withhold Shares otherwise to be
delivered upon the grant, exercise, vesting or payment of an Award with a Fair
Market 

         

      

      
      

       

      

       

       

      
        
        

         

        Value
equal to the amount of such taxes; (b) delivering to the Company Shares other
than Shares issuable upon the grant, exercise, vesting or payment of an Award
with a Fair Market Value equal to the amount of such taxes; or (c) paying cash.
Any such election must be made on or before the date that the amount of tax to
be withheld is determined. 

         

        Section 12. General Provisions. 

         

        (a) No Rights to Awards.
No Eligible Person, Participant or other Person shall have any claim to be
granted any Award under the Plan, and there is no obligation for uniformity of
treatment of Eligible Persons, Participants or holders or beneficiaries of
Awards under the Plan. The terms and conditions of Awards need not be the same
with respect to any Participant or with respect to different Participants.


         

        (b) Award Agreements. No
Participant shall have rights under an Award granted to such Participant unless
and until an Award Agreement shall have been duly executed on behalf of the
Company and, if requested by the Company, signed by the Participant. 

         

        (c) No Rights of
Stockholders. Except with respect to Restricted Stock and Stock
Awards, neither a Participant nor the Participant’s legal representative shall
be, or have any of the rights and privileges of, a stockholder of the Company
with respect to any Shares issuable upon the exercise or payment of any Award,
in whole or in part, unless and until the Shares have been issued. 

         

        (d) No Limit on Other Compensation Plans
or Arrangements. Nothing contained in the Plan shall prevent the
Company or any Affiliate from adopting or continuing in effect other or
additional compensation plans or arrangements. 

         

        (e) No Right to Employment,
Directorship, or to Provide Other Services. The grant of an Award
shall not be construed as giving a Participant the right to be retained as an
employee of the Company or any Affiliate, or a Director to be retained as a
Director, nor any other service provider to be retained by the Company, nor will
it affect in any way the right of the Company or an Affiliate to terminate a
Participant’s employment or other services at any time, with or without cause.
In addition, the Company or an Affiliate may at any time dismiss a Participant
from employment or other services for the Company free from any liability or any
claim under the Plan or any Award, unless otherwise expressly provided in the
Plan or in any Award Agreement. 

         

        (f) Governing Law. The
internal law, and not the law of conflicts, of the State of Delaware, shall
govern all questions concerning the validity, construction and effect of the
Plan or any Award, and any rules and regulations relating to the Plan or any
Award. 

         

        (g) Severability. If any
provision of the Plan or any Award is or becomes or is deemed to be invalid,
illegal or unenforceable in any jurisdiction or would disqualify the Plan or any
Award under any law deemed applicable by the Committee, such provision shall be
construed or deemed amended to conform to applicable laws, or if it cannot be so
construed or deemed amended without, in the determination of the Committee,
materially altering the purpose or intent of the Plan or the Award, such
provision shall be stricken as to such jurisdiction or Award, and the remainder
of the Plan or any such Award shall remain in full force and effect. 

         

        (h) No Trust or Fund
Created. Neither the Plan nor any Award shall create or be
construed to create a trust or separate fund of any kind or a fiduciary
relationship between the Company or any Affiliate and a Participant or any other
Person. To the extent that any Person acquires a right to receive payments from
the Company or any Affiliate pursuant to an Award, such right shall be no
greater than the right of any unsecured general creditor of the Company or any
Affiliate. 

         

        (i) Securities Matters.
The Company shall not be required to deliver any Shares until the requirements
of any federal or state securities or other laws, rules or regulations
(including the rules of any securities exchange) as may be determined by the
Company to be applicable are satisfied. 

         

        (j) No Fractional Shares.
No fractional Shares shall be issued or delivered pursuant to the Plan or any
Award, and the Committee shall determine whether cash shall be paid in lieu of
any fractional Share or whether such fractional Share or any rights thereto
shall be canceled, terminated or otherwise eliminated. 

         

      

      
      

       

      

       

       

      
        
        

         

        (k) Headings. Headings are
given to the Sections and subsections of the Plan solely as a convenience to
facilitate reference. Such headings shall not be deemed in any way material or
relevant to the construction or interpretation of the Plan or any provision
thereof. 

         

        Section 13. Effective Date of the Plan

         

        The
Plan shall be subject to and be effective upon approval by the stockholders of
the Company. 

         

        Section 14. Term of the Plan 

         

        The
Plan shall terminate at midnight on December 1, 2019, unless terminated before
then by the Board. Awards may be granted under the Plan until the Plan
terminates or until all Shares available for Awards under the Plan have been
purchased or acquired; provided, however, that Incentive Stock Options may not
be granted following the 10-year anniversary of the Board’s adoption of the
Plan. The Plan shall remain in effect as long as any Awards are outstanding.