Exhibit
      10.2

     

    WINDTAMER
      CORPORATION

    2008
      EQUITY INCENTIVE PLAN

     

    1.
      Purposes of the Plan.

     

    The
      purpose of this Plan is to encourage ownership in WindTamer Corporation, a
      New
      York corporation (the "Company"),
      by
      key personnel whose long-term employment or other service relationship with
      the
      Company is considered essential to the Company's continued progress and,
      thereby, encourage recipients to act in the shareholders' interest and share
      in
      the Company's success.

     

    2.
      Definitions.

     

    As
      used
      herein, the following definitions shall apply:

     

    (a) "Administrator"
      means
      the Board, any Committees or such delegates as shall be administering the Plan
      in accordance with Section 4 of the Plan.

     

    (b) "Affiliate"
      means
      any entity that is directly or indirectly controlled by the Company or any
      entity in which the Company has a significant ownership interest as determined
      by the Administrator.

     

    (c) "Applicable
      Laws"
      means
      the requirements relating to the administration of stock option and stock award
      plans under U.S. federal and state laws, any stock exchange or quotation system
      on which the Company has listed or submitted for quotation the Common Stock
      to
      the extent provided under the terms of the Company's agreement with such
      exchange or quotation system and, with respect to Awards subject to the laws
      of
      any foreign jurisdiction where Awards are, or will be, granted under the Plan,
      the laws of such jurisdiction.

     

    (d) "Award"
      means a
      Cash Award, Stock Award or Option granted in accordance with the terms of the
      Plan.

     

    (e) "Award
      Agreement"
      means a
      Cash Award Agreement, Stock Award Agreement or Option Agreement, which may
      be in
      written or electronic format, in such form and with such terms and conditions
      as
      may be specified by the Administrator, evidencing the terms and conditions
      of an
      individual Award. Each Award Agreement is subject to the terms and conditions
      of
      the Plan.

     

    (f) "Board"
      means
      the Board of Directors of the Company.

     

    (g) "Cash
      Award"
      means a
      bonus opportunity awarded under Section 12 pursuant to which an Grantee may
      become entitled to receive an amount based on the satisfaction of such
      performance criteria as are specified in the agreement or other documents
      evidencing the Award (the "Cash
      Award Agreement").


    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    (h) "Cause"
      means,
      unless such term or an equivalent term is otherwise defined with respect to
      an
      Award by the Participant's Cash Award Agreement, Option Agreement, Stock Award
      Agreement or written contract of employment or service, any of the following:
      (i) the Participant's theft, dishonesty, willful misconduct, breach of fiduciary
      duty for personal profit, or falsification of any Company or Affiliate documents
      or records; (ii) the Participant's material failure to abide by a Company's
      or
      Affiliate's code of conduct or other policies (including without limitation,
      policies relating to confidentiality and reasonable workplace conduct); (iii)
      the Participant's unauthorized use, misappropriation, destruction or diversion
      of any tangible or intangible asset or corporate opportunity of the Company
      or
      an Affiliate (including, without limitation, the Participant's improper use
      or
      disclosure of confidential or proprietary information); (iv) the Participant's
      violation of any noncompetition agreement with the Company or an Affiliate;
      (v)
      any intentional act by the Participant which has a material detrimental effect
      on the Company or an Affiliate's reputation or business; (vi) the Participant's
      repeated failure or inability to perform any reasonable assigned duties after
      written notice from the Company or an Affiliate, and a reasonable opportunity
      to
      cure, such failure or inability; (vii) any material breach by the Participant
      of
      any employment or service agreement between the Participant and the Company
      or
      an Affiliate, which breach is not cured pursuant to the terms of such agreement;
      or (vii) the Participant's conviction (including any plea of guilty or nolo
      contendere) of any criminal act involving fraud, dishonesty, misappropriation
      or
      moral turpitude, or which impairs the Participant's ability to perform his
      or
      her duties with the Company or an Affiliate.

     

    (i) "Change
      in Control"
      means,
      unless such term or an equivalent term is otherwise defined with respect to
      an
      Award by the Participant's Cash Award Agreement, Option Agreement, Stock Award
      Agreement or written contract of employment or service, the occurrence of any
      of
      the following:

     

    i.
      An
      Ownership Change Event or a series of related Ownership Change Events
      (collectively, a "Transaction")
      in
      which the shareholders of the Company immediately before the Transaction do
      not
      retain immediately after the Transaction, in substantially the same proportions
      as their ownership of shares of the Company's voting stock immediately before
      the Transaction, direct or indirect beneficial ownership of more than fifty
      percent (50%) of the total combined voting power of the outstanding voting
      securities of the Company or such surviving entity immediately outstanding
      after
      the Transaction, or, in the case of an Ownership Change Event described in
      Section 2(ee)(iii), the entity to which the assets of the Company were
      transferred (the "Transferee"),
      as
      the case may be; or

     

    ii.
      the
      liquidation or dissolution of the Company.

     

    For
      purposes of the preceding sentence, indirect beneficial ownership shall include,
      without limitation, an interest resulting from ownership of the voting
      securities of one or more corporations or other business entities which own
      the
      Company or the Transferee, as the case may be, either directly or through one
      or
      more subsidiary corporations or other business entities. The Board shall have
      the right to determine whether multiple sales or exchanges of the voting
      securities in the Company or multiple Ownership Change Events are related,
      and
      its determination shall be final, binding and conclusive.

     

    (j) "Code"
      means
      the United States Internal Revenue Code of 1986, as amended.

     

    (k) "Committee"
      means
      the compensation committee of the Board or a committee of Directors appointed
      by
      the Board in accordance with Section 4 of the Plan.

     

    (l) "Common
      Stock"
      means
      the common stock of the Company.

     

    (m) "Company"
      means
      WindTamer Corporation, a New York corporation, or its successor.

     

    (n) "Consultant"
      means
      any person engaged by the Company or any Affiliate to render services to such
      entity as an advisor or consultant.

     

    (o) "Conversion
      Award"
      has the
      meaning set forth in Section 4(b)(xii) of the Plan.


    
      
         

      

      
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    (p) "Director"
      means a
      member of the Board.

     

    (q) "Effective
      Date"
      means
      the date the Plan is adopted by the Board and approved by a vote of the
      shareholders. 

     

    (r) "Employee"
      means a
      regular, active employee of the Company or any Affiliate, including an Officer
      or Inside Director. The Administrator shall determine whether or not the
      chairman of the Board qualifies as an "Employee." Within the limitations of
      Applicable Law, the Administrator shall have the discretion to determine the
      effect upon an Award and upon an individual's status as an Employee in the
      case
      of (i) any individual who is classified by the Company or its Affiliate as
      leased from or otherwise employed by a third party or as intermittent or
      temporary, even if any such classification is changed retroactively as a result
      of an audit, litigation or otherwise, (ii) any leave of absence approved by
      the
      Company or an Affiliate, (iii) any transfer between locations of employment
      with
      the Company or an Affiliate or between the Company and any Affiliate or between
      any Affiliates, (iv) any change in the Grantee's status from an Employee to
      a
      Consultant or Director, and (v) at the request of the Company or an Affiliate
      an
      Employee becomes employed by any partnership, joint venture or corporation
      not
      meeting the requirements of an Affiliate in which the Company or an Affiliate
      is
      a party.

     

    (s) "Exchange
      Act"
      means
      the Securities Exchange Act of 1934, as amended.

     

    (t) "Fair
      Market Value"
      means,
      as of any date, the value of a share of Common Stock or other property as
      determined by the Administrator, in its discretion, or by the Company, in its
      discretion, if such determination is expressly allocated to the Company herein,
      subject to the following:

     

    i.
      If, on
      such date, the Common Stock is listed on a national or regional securities
      exchange or market system, including without limitation the Nasdaq Stock Market,
      the Fair Market Value of a share of Common Stock shall be the closing price
      on
      such date of a share of Common Stock (or the mean of the closing bid and asked
      prices of a share of Common Stock if the stock is so quoted instead) as quoted
      on such exchange or market system constituting the primary market for the Common
      Stock, as reported in The
      Wall Street Journal
      or such
      other source as the Administrator deems reliable. If the relevant date does
      not
      fall on a day on which the Common Stock has traded on such securities exchange
      or market system, the date on which the Fair Market Value shall be established
      shall be the last day on which the Common Stock was so traded prior to the
      relevant date, or such other appropriate day as shall be determined by the
      Administrator, in its discretion.

     

    ii.
      If,
      on such date, the Common Stock is not listed on a national or regional
      securities exchange or market system, the Fair Market Value of a share of Common
      Stock shall be as determined by the Administrator in good faith using a
      reasonable application of a reasonable valuation method without regard to any
      restriction other than a restriction which, by its terms, will never
      lapse.

     

    (u) "Grant
      Date"
      means,
      for all purposes, the date on which the Administrator approves the grant of
      an
      Award, or such later date as is determined by the Administrator, provided that
      in the case of any Incentive Stock Option, the grant date shall be the later
      of
      the date on which the Administrator makes the determination granting such
      Incentive Stock Option or the date of commencement of the Grantee's employment
      relationship with the Company.

     

    (v) “Grantee"
      means an
      Employee, Consultant or Director of the Company or any Affiliate who has been
      granted an Award under the Plan. 


    
      
         

      

      
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    (w) "Incentive
      Stock Option"
      means an
      Option intended to qualify as an incentive stock option within the meaning
      of
      Section 422 of the Code and the regulations promulgated thereunder.

     

    (x) "Insider
      Director"
      means a
      Director who is an Employee.

     

    (y) "Nasdaq"
      means
      the Nasdaq Stock Market or its successor.

     

    (z) "Nonstatutory
      Stock Option"
      means an
      Option not intended to qualify as an Incentive Stock Option.

     

    (aa) "Officer"
      means a
      person who is an officer of the Company within the meaning of Section 16 of
      the
      Exchange Act and the rules and regulations promulgated thereunder.

     

    (bb) "Option"
      means a
      right granted under Section 8 to purchase a number of Shares at such exercise
      price, at such times, and on such other terms and conditions as are specified
      in
      the agreement or other documents evidencing the Option (the "Option
      Agreement").
      Both
      Options intended to qualify as Incentive Stock Options and Nonstatutory Stock
      Options may be granted under the Plan.

     

    (cc) "Option
      Exchange Program"
      means
      any program approved by the Administrator whereby outstanding Options are
      exchanged for Options with a lower exercise price, including a program in which
      the only change made to such Awards is to lower the exercise price.

     

    (dd) "Outside
      Director"
      means a
      Director who is not an Employee.

     

    (ee) "Ownership
      Change Event"
      means
      the occurrence of any of the following with respect to the Company: (i) the
      direct or indirect sale or exchange in a single or series of related
      transactions by the shareholders of the Company of more than fifty percent
      (50%)
      of the voting stock of the Company; (ii) a merger or consolidation in which
      the
      Company is a party; or (iii) the sale, exchange, or transfer of all or
      substantially all of the assets of the Company.

     

    (ff) "Participant"
      means
      the Grantee or any person (including any estate) to whom an Award has been
      assigned or transferred as permitted hereunder.

     

    (gg) "Plan"
      means
      this 2008 Equity Incentive Plan.

     

    (hh) "Qualifying
      Performance Criteria"
      shall
      have the meaning set forth in Section 12(b) of the Plan.

     

    (ii) "Share"
      means a
      share of the Common Stock, as adjusted in accordance with Section 14 of the
      Plan.

     

    (jj) "Stock
      Appreciation Right"
      means a
      right to receive cash or shares of Common Stock based on a change in the Fair
      Market Value of a specific number of shares of Common Stock between the grant
      date and the exercise date granted under Section 11.

     

    (kk) "Stock
      Award"
      means an
      award or issuance of Shares, Stock Units, Stock Appreciation Rights or other
      similar awards made under Section 11 of the Plan, the grant, issuance,
      retention, vesting, settlement, or transferability of which is subject during
      specified periods of time to such conditions (including continued employment
      or
      performance conditions) and terms as are expressed in the agreement or other
      documents evidencing the Award (the "Stock
      Award Agreement").


    
      
         

      

      
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    (ll) "Stock
      Unit"
      means a
      bookkeeping entry representing an amount equivalent to the Fair Market Value
      of
      one Share (or a fraction or multiple of such value), payable in cash, property
      or Shares. Stock Units represent an unfunded and unsecured obligation of the
      Company, except as otherwise provided for by the Administrator.

     

    (mm) "Subsidiary"
      means
      any company (other than the Company) in an unbroken chain of companies beginning
      with the Company, provided each company in the unbroken chain (other than the
      Company) owns, at the time of determination, stock possessing 50% or more of
      the
      total combined voting power of all classes of stock in one of the other
      companies in such chain.

     

    (nn) "Termination
      of Employment"
      shall
      mean ceasing to be an Employee, Consultant or Director, as determined in the
      sole discretion of the Administrator. However, for Incentive Stock Option
      purposes, Termination of Employment will occur when the Grantee ceases to be
      an
      employee (as determined in accordance with Section 3401(c) of the Code and
      the
      regulations promulgated thereunder) of the Company or one of its Subsidiaries.
      The Administrator shall determine whether any corporate transaction, such as
      a
      sale or spin-off of a division or business unit, or a joint venture, shall
      be
      deemed to result in a Termination of Employment.

     

    (oo) "Total
      and Permanent Disability"
      shall
      have the meaning set forth in Section 22(e)(3) of the Code.

     

    3.
      Stock Subject to the Plan.

     

    Aggregate
      Limits.
      Subject
      to the provisions of Section 14 of the Plan, the maximum aggregate number of
      Shares that may be sold or issued under the Plan is 400,000 shares of Common
      Stock of which 50,000 shares shall be available for the grant of Incentive
      Stock
      Option. Shares subject to Awards granted under the Plan that are cancelled,
      expire or are forfeited shall be available for re-grant under the Plan. If
      a
      Grantee pays the exercise or purchase price of an Award granted under the Plan
      through the tender or withholding of Shares, or if Shares are tendered or
      withheld to satisfy any Company withholding obligations, the number of Shares
      so
      tendered or withheld shall become available for re-issuance thereafter under
      the
      Plan. The Shares subject to the Plan may be either Shares reacquired by the
      Company, including Shares purchased in the open market, or authorized but
      unissued Shares. 

     

    4.
      Administration of the Plan.

     

    (a)
      Procedure.

     

    i.
      Multiple
      Administrative Bodies. The
      Plan
      shall be administered by the Board, a Committee or their delegates.

     

    ii.
      Section
      162. To
      the
      extent that the Administrator determines it to be desirable to qualify Awards
      granted hereunder as "performance-based compensation" within the meaning of
      Section 162(m) of the Code, Awards to "covered employees" within the meaning
      of
      Section 162(m) of the Code or Employees that the Committee determines may be
      "covered employees" in the future shall be made by a Committee of two or more
      "outside directors" within the meaning of Section 162(m) of the
      Code.

     

    iii.
      Rule
      16b-3. To
      the
      extent desirable to qualify transactions hereunder as exempt under Rule 16b-3
      promulgated under the Exchange Act ("Rule 16b-3"), Awards to Officers and
      Directors shall be made by the entire Board or a Committee of two or more
      "non-employee directors" within the meaning of Rule 16b-3.


    
      
         

      

      
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    iv.
      Other
      Administration. The
      Board
      or a Committee may delegate to an authorized officer or officers of the Company
      the power to approve Awards to persons eligible to receive Awards under the
      Plan
      who are not (A) subject to Section 16 of the Exchange Act or (B) at the time
      of
      such approval, "covered employees" under Section 162(m) of the Code or (C)
      any
      other executive officer.

     

    v.
      Delegation
      of Authority for the Day-to-Day Administration of the Plan. Except
      to
      the extent prohibited by Applicable Law, the Administrator may delegate to
      one
      or more individuals the day-to-day administration of the Plan and any of the
      functions assigned to it in this Plan. Such delegation may be revoked at any
      time.

     

    vi.
      Stock
      Exchange Compliance.
      The
      Plan will be administered in a manner that complies with any applicable Nasdaq
      or stock exchange listing requirements.

     

    (b)
      Powers
      of the Administrator. Subject
      to the provisions of the Plan and, in the case of a Committee or delegates
      acting as the Administrator, subject to the specific duties delegated to such
      Committee or delegates, the Administrator shall have the authority, in its
      discretion:

     

    i.
      to
      select the Employees, Consultants and Directors of the Company or its Affiliates
      to whom Awards are to be granted hereunder;

     

    ii.
      to
      determine the number of shares of Common Stock or amount of cash to be covered
      by each Award granted hereunder;

     

    iii.
      to
      determine the type of Award to be granted to the selected Employees, Consultants
      and Directors;

     

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

     

    v.
      to
      determine the terms and conditions, not inconsistent with the terms of the
      Plan,
      of any Award granted hereunder. Such terms and conditions include, but are
      not
      limited to, the exercise or purchase price (if applicable), the time or times
      when an Award may be exercised (which may or may not be based on performance
      criteria), the vesting schedule, any vesting or exercisability acceleration
      or
      waiver of forfeiture restrictions, the acceptable forms of consideration, the
      term, and any restriction or limitation regarding any Award or the Shares
      relating thereto, based in each case on such factors as the Administrator,
      in
      its sole discretion, shall determine and may be established at the time an
      Award
      is granted or thereafter;

     

    vi.
      to
      correct administrative errors;

     

    vii.
      to
      construe and interpret the terms of the Plan (including sub-plans and Plan
      addenda) and Awards granted pursuant to the Plan;

     

    viii.
      to
      adopt rules and procedures relating to the operation and administration of
      the
      Plan to accommodate the specific requirements of local laws and procedures.
      Without limiting the generality of the foregoing, the Administrator is
      specifically authorized (A) to adopt the rules and procedures regarding the
      conversion of local currency, withholding procedures and handling of stock
      certificates which vary with local requirements and (B) to adopt sub-plans
      and
      Plan addenda as the Administrator deems desirable, to accommodate foreign laws,
      regulations and practice;


    
      
         

      

      
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    ix.
      to
      prescribe, amend and rescind rules and regulations relating to the Plan,
      including rules and regulations relating to sub-plans and Plan
      addenda;

     

    x.
      to
      modify or amend each Award, including, but not limited to, the acceleration
      of
      vesting or exercisability, provided, however, that any such amendment is subject
      to Section 15 of the Plan and except as set forth in that Section, may not
      impair any outstanding Award unless agreed to in writing by the
      Participant;

     

    xi.
      to
      allow Participants to satisfy withholding tax amounts by electing to have the
      Company withhold from the Shares to be issued upon exercise of an Option or
      vesting of a Stock Award that number of Shares having a Fair Market Value equal
      to the amount required to be withheld. The Fair Market Value of the Shares
      to be
      withheld shall be determined in such manner and on such date that the
      Administrator shall determine or, in the absence of provision otherwise, on
      the
      date that the amount of tax to be withheld is to be determined. All elections
      by
      a Participant to have Shares withheld for this purpose shall be made in such
      form and under such conditions as the Administrator may provide;

     

    xii.
      to
      authorize conversion or substitution under the Plan of any or all stock options,
      stock appreciation rights or other stock awards held by service providers of
      an
      entity acquired by the Company (the "Conversion
      Awards").
      Any
      conversion or substitution shall be effective as of the close of the merger,
      acquisition or other transaction. The Conversion Awards may be Nonstatutory
      Stock Options or Incentive Stock Options, as determined by the Administrator,
      with respect to options granted by the acquired entity; provided, however,
      that
      with respect to the conversion of stock appreciation rights in the acquired
      entity, the Conversion Awards shall be Nonstatutory Stock Options. Unless
      otherwise determined by the Administrator at the time of conversion or
      substitution, all Conversion Awards shall have the same terms and conditions
      as
      Awards generally granted by the Company under the Plan;

     

    xiii.
      to
      authorize any person to execute on behalf of the Company any instrument required
      to effect the grant of an Award previously granted by the
      Administrator;

     

    xiv.
      to
      impose such restrictions, conditions or limitations as it determines appropriate
      as to the timing and manner of any resales by a Participant or other subsequent
      transfers by the Participant of any Shares issued as a result of or under an
      Award, including without limitation, (A) restrictions under an insider trading
      policy or under any other Company policy relating to Company stock and stock
      ownership and (B) restrictions as to the use of a specified brokerage firm
      for
      such resales or other transfers;

     

    xv.
      to
      provide, either at the time an Award is granted or by subsequent action, that
      an
      Award shall contain as a term thereof, a right, either in tandem with the other
      rights under the Award or as an alternative thereto, of the Participant to
      receive, without payment to the Company, a number of Shares, cash or a
      combination thereof, the amount of which is determined by reference to the
      value
      of the Award;

     

    xvi.
      to
      initiate an Option Exchange Program, including to reduce the exercise price
      of
      any Option or Stock Appreciation Right to the then current Fair Market Value
      if
      the Fair Market Value of the Common Stock covered by such Award shall have
      declined since the date the Award was granted; and

     

    xvii.
      to
      make all other determinations deemed necessary or advisable for administering
      the Plan and any Award granted hereunder.


    
      
         

      

      
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    (c)
      Effect
      of Administrator's Decision. All
      decisions, determinations and interpretations by the Administrator regarding
      the
      Plan, any rules and regulations under the Plan and the terms and conditions
      of
      any Award granted hereunder, shall be final and binding on all Participants
      and
      on all other persons. The Administrator shall consider such factors as it deems
      relevant, in its sole and absolute discretion, to making such decisions,
      determinations and interpretations including, without limitation, the
      recommendations or advice of any officer or other employee of the Company and
      such attorneys, consultants and accountants as it may select.

     

    5.
      Eligibility.

     

    Awards
      may be granted to Employees, Consultants and Directors of the Company or any
      of
      its Affiliates; provided that Incentive Stock Options may be granted only to
      Employees of the Company or of a Subsidiary of the Company.

     

    6.
      Term of Plan.

     

    The
      Plan
      shall become effective on the Effective Date. It shall continue in effect for
      a
      term of ten (10) years from the later of the Effective Date or the date any
      amendment to add shares to the Plan is approved by shareholders of the Company
      unless terminated earlier under Section 15 of the Plan, provided however that
      in
      the absence of the approval by shareholders of the Company of an amendment
      to
      add shares to the Plan, no Incentive Stock Option shall be granted more than
      ten
      (10) years from the date the Plan is approved by the shareholders of the
      Company.

     

    7.
      Term of Award.

     

    The
      term
      of each Award shall be determined by the Administrator and stated in the Award
      Agreement. In the case of an Option, the term shall be ten (10) years from
      the
      Grant Date or such shorter term as may be provided in the Award Agreement;
      provided that an Incentive Stock Option granted to an Employee who on the Grant
      Date owns stock representing more than ten percent (10%) of the voting power
      of
      all classes of stock of the Company or any Subsidiary shall have a term of
      no
      more than five (5) years from the Grant Date; and provided further that the
      term
      may be ten and one-half (101⁄2) years (or a shorter period) in the case of Options
      granted to Employees in certain jurisdictions outside the United States as
      determined by the Administrator.

     

    8.
      Options.

     

    The
      Administrator may grant an Option or provide for the grant of an Option, either
      from time to time in the discretion of the Administrator or automatically upon
      the occurrence of specified events, including, without limitation, the
      achievement of performance goals, the satisfaction of an event or condition
      within the control of the Grantee or within the control of others.

     

    (a)
      Option
      Agreement. Each
      Option Agreement shall contain provisions regarding (i) the number of Shares
      that may be issued upon exercise of the Option, (ii) the type of Option, (iii)
      the exercise price of the Shares and the means of payment for the Shares, (iv)
      the term of the Option, (v) such terms and conditions on the vesting or
      exercisability of an Option as may be determined from time to time by the
      Administrator, (vi) restrictions on the transfer of the Option or the Shares
      issued upon exercise of the Option and forfeiture provisions, and (vii) such
      further terms and conditions, in each case not inconsistent with this Plan
      as
      may be determined from time to time by the Administrator.


    
      
         

      

      
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    (b)
      Exercise
      Price. The
      per
      share exercise price for the Shares to be issued pursuant to exercise of an
      Option shall be determined by the Administrator, subject to the
      following:

     

    i.
      In the
      case of an Incentive Stock Option, the per Share exercise price shall be no
      less
      than one hundred percent (100%) of the Fair Market Value per Share on the Grant
      Date; provided however, that in the case of an Incentive Stock Option granted
      to
      an Employee who on the Grant Date owns stock representing more than ten percent
      (10%) of the voting power of all classes of stock of the Company or any
      Subsidiary, the per Share exercise price shall be no less than one hundred
      ten
      percent (110%) of the Fair Market Value per Share on the Grant
      Date.

     

    ii.
      In
      the case of a Nonstatutory Stock Option, the per Share exercise price shall
      be
      no less than one hundred percent (100%) of the Fair Market Value per Share
      on
      the Grant Date.

     

    iii.
      Notwithstanding the foregoing, at the Administrator's discretion, Conversion
      Awards may be granted in substitution or conversion of options of an acquired
      entity, with a per Share exercise price of less than 100% of the Fair Market
      Value per Share on the date of such substitution or conversion.

     

    (c)
      Vesting
      Period and Exercise Dates. Options
      granted under this Plan shall vest or be exercisable at such time and in such
      installments during the period prior to the expiration of the Option's term
      as
      determined by the Administrator. The Administrator shall have the right to
      make
      the timing of the ability to exercise any Option granted under this Plan subject
      to continued employment, the passage of time or such performance requirements
      as
      deemed appropriate by the Administrator, or to grant fully vested Options.
      At
      any time after the grant of an Option, the Administrator may reduce or eliminate
      any restrictions surrounding any Participant's right to exercise all or part
      of
      the Option.

     

    (d)
      Form
      of Consideration. The
      Administrator shall determine the acceptable form of consideration for
      exercising an Option, including the method of payment, either through the terms
      of the Option Agreement or at the time of exercise of an Option. Acceptable
      forms of consideration may include:

     

    i.
      cash;

     

    ii.
      check
      or wire transfer (denominated in U.S. Dollars);

     

    iii.
      subject to the Company's discretion to refuse for any reason and at any time
      to
      accept such consideration and subject to any conditions or limitations
      established by the Administrator, other Shares held by the Participant which
      have a Fair Market Value on the date of surrender equal to the aggregate
      exercise price of the Shares as to which said Option shall be
      exercised;

     

    iv.
      consideration received by the Company under a broker-assisted sale and
      remittance program acceptable to the Administrator;

     

    v.
      cashless "net exercise" arrangement pursuant to which the Company will reduce
      the number of Shares issued upon exercise by the largest whole number of Shares
      having an aggregate Fair Market Value that does not exceed the aggregate
      exercise price; provided that the Company shall accept a cash or other payment
      from the Participant to the extent of any remaining balance of the exercise
      price not satisfied by such reduction in the number of whole Shares to be
      issued;


    
      
         

      

      
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    vi.
      such
      other consideration and method of payment for the issuance of Shares to the
      extent permitted by Applicable Laws; or

     

    vii.
      any
      combination of the foregoing methods of payment.

     

    (e)
      Effect
      of Termination on Options

     

    i.
      Generally.
      Unless
      otherwise provided for by the Administrator, upon an Grantee's Termination
      of
      Employment other than as a result of circumstances described in Sections
      8(e)(ii), (iii) and (iv) below, all outstanding Options granted to such Grantee
      that were vested and exercisable as of the date of the Grantee's Termination
      of
      Employment may be exercised by the Grantee until the earlier of (A) three (3)
      months following Grantee's Termination of Employment or (B) the expiration
      of
      the term of such Option; provided, however, that the Administrator may in the
      Option Agreement specify a period of time (but not beyond the expiration date
      of
      the Option) following Termination of Employment during which the Grantee may
      exercise the Option as to Shares that were vested and exercisable as of the
      date
      of Termination of Employment. To the extent such a period following Termination
      of Employment is specified, the Option shall automatically terminate at the
      end
      of such period to the extent the Grantee has not exercised it within such
      period.

     

    ii.
      Disability
      of Grantee. Unless
      otherwise provided for by the Administrator, upon an Grantee's Termination
      of
      Employment as a result of the Grantee's disability, including Total and
      Permanent Disability, all outstanding Options granted to such Grantee that
      were
      vested and exercisable as of the date of the Grantee's Termination of Employment
      may be exercised by the Grantee until the earlier of (A) six (6) months
      following Grantee's Termination of Employment as a result of Grantee's
      disability, including Total and Permanent Disability or (B) the expiration
      of
      the term of such Option. If the Participant does not exercise such Option within
      the time specified, the Option (to the extent not exercised) shall automatically
      terminate.

     

    iii.
      Death
      of Grantee. Unless
      otherwise provided for by the Administrator, upon an Grantee's Termination
      of
      Employment as a result of the Grantee's death, all outstanding Options granted
      to such Grantee that were vested and exercisable as of the date of the Grantee's
      death may be exercised until the earlier of (A) twelve (12) months following
      the
      Grantee's death or (B) the expiration of the term of such Option. If an Option
      is held by the Grantee when he or she dies, such Option may be exercised, to
      the
      extent the Option is vested and exercisable, by the beneficiary designated
      by
      the Grantee (as provided in Section 16 of the Plan), the executor or
      administrator of the Grantee's estate or, if none, by the person(s) entitled
      to
      exercise the Option under the Grantee's will or the laws of descent or
      distribution; provided that the Company need not accept exercise of an Option
      by
      such beneficiary, executor or administrator unless the Company has satisfactory
      evidence of such person's authority to act as such. If the Option is not so
      exercised within the time specified, such Option (to the extent not exercised)
      shall automatically terminate. The Grantee's service shall be deemed to have
      terminated on account of death if the Grantee dies within three (3) months
      (or
      such longer period as determined by the Administrator, in its discretion) after
      the Grantee's Termination of Employment.

     

    iv.
      Termination
      for Cause. The
      Administrator has the authority to cause all outstanding Awards held by an
      Grantee to terminate immediately in their entirety (including as to vested
      Options) upon first notification to the Grantee of the Grantee's Termination
      of
      Employment for Cause. If an Grantee's employment or consulting relationship
      with
      the Company is suspended pending an investigation of whether the Grantee shall
      be terminated for Cause, the Administrator has the authority to cause all the
      Grantee's rights under all outstanding Awards to be suspended during the
      investigation period in which event the Grantee shall have no right to exercise
      any outstanding Awards.


    
      
         

      

      
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    v.
      Other
      Terminations of Employment. The
      Administrator may provide in the applicable Option Agreement for different
      treatment of Options upon Termination of Employment of the Grantee than that
      specified above.

     

    vi.
      Extension
      of Exercise Period.
      The
      Administrator shall have full power and authority to extend the period of time
      for which an Option is to remain exercisable following an Grantee's Termination
      of Employment from the periods set forth in Sections 8(e)(i),(ii) and (iii)
      above or in the Option Agreement to such greater time as the Board shall deem
      appropriate, provided that in no event shall such Option be exercisable later
      than the date of expiration of the term of such Option as set forth in the
      Option Agreement.

     

    vii.
      Extension
      if Exercise Prevented by Law. Notwithstanding
      the foregoing, other than a termination for Cause, if a sale within the
      applicable time periods set forth in Section 8(e) above or in the Option
      Agreement is prevented by Section 18 below, the Option shall remain exercisable
      until thirty (30) days after the date the Grantee is notified by the Company
      that the Option is exercisable, but in any event no later than the Option
      expiration date.

     

    viii.
      Extension
      if Subject to Section 16(b). Notwithstanding
      the foregoing, other than a termination for Cause, if a sale within the
      applicable time periods set forth in Section 8(e) above or in the Option
      Agreement would subject the Grantee to a suit under Section 16(b) of the
      Exchange Act, the Option shall remain exercisable until the earliest to occur
      of
      (i) the tenth (10th)
      day
      following the date on which a sale of shares by the Grantee would no longer
      be
      subject to suit, (ii) the one hundred ninetieth (190th)
      day
      after Grantee's Termination of Employment, or (iii) the Option expiration
      date.

     

    (f)
      Leave
      of Absence. The
      Administrator shall have the discretion to determine whether and to what extent
      the vesting of Options shall be tolled during any unpaid leave of absence;
      provided, however, that in the absence of such determination, vesting of Options
      shall be tolled during any leave that is not a leave required to be provided
      to
      the Grantee under Applicable Law. In the event of military leave, vesting shall
      toll during any unpaid portion of such leave, provided that, upon an Grantee's
      returning from military leave (under conditions that would entitle him or her
      to
      protection upon such return under the Uniform Services Employment and
      Reemployment Rights Act), he or she shall be given vesting credit with respect
      to Options to the same extent as would have applied had the Grantee continued
      to
      provide services to the Company throughout the leave on the same terms as he
      or
      she was providing services immediately prior to such leave.

     

    9.
      Incentive Stock Option Limitations/Terms.

     

    (a)
      Eligibility.
      Only
      employees (as determined in accordance with Section 3401(c) of the Code and
      the
      regulations promulgated thereunder) of the Company or any of its Subsidiaries
      may be granted Incentive Stock Options.

     

    (b)
      $100,000
      Limitation. Notwithstanding
      the designation "Incentive Stock Option" in an Option Agreement, if and to
      the
      extent that the aggregate Fair Market Value of the Shares with respect to which
      Incentive Stock Options are exercisable for the first time by the Grantee during
      any calendar year (under all plans of the Company and any of its Subsidiaries)
      exceeds U.S. $100,000, such Options shall be treated as Nonstatutory Stock
      Options. For purposes of this Section 9(b), Incentive Stock Options shall be
      taken into account in the order in which they were granted. The Fair Market
      Value of the Shares shall be determined as of the Grant Date.


    
      
         

      

      
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    (c)
      Transferability.
      An
      Incentive Stock Option may not be sold, pledged, assigned, hypothecated,
      transferred or disposed of in any manner by the Grantee otherwise than by will
      or the laws of descent and distribution, and, during the lifetime of such
      Grantee, may only be exercised by the Grantee. If the terms of an Incentive
      Stock Option are amended to permit transferability, the Option will be treated
      for tax purposes as a Nonstatutory Stock Option. The designation of a
      beneficiary by an Grantee will not constitute a transfer.

     

    (d)
      Exercise
      Price. The
      per
      Share exercise price of an Incentive Stock Option shall be determined by the
      Administrator in accordance with Section 8(b)(i) of the Plan.

     

    (e)
      Other
      Terms. Option
      Agreements evidencing Incentive Stock Options shall contain such other terms
      and
      conditions as may be necessary to qualify, to the extent determined desirable
      by
      the Administrator, with the applicable provisions of Section 422 of the
      Code.

     

    10.
      Exercise of Option.

     

    (a)
      Procedure
      for Exercise.

     

    i.
      Any
      Option granted hereunder shall be exercisable according to the terms of the
      Plan
      and at such times and under such conditions as determined by the Administrator
      and set forth in the respective Option Agreement.

     

    ii.
      An
      Option shall be deemed exercised when the Company receives (A) written or
      electronic notice of exercise (in accordance with the Option Agreement) from
      the
      person entitled to exercise the Option; (B) full payment for the Shares with
      respect to which the related Option is exercised; and (C) payment of all
      applicable withholding taxes (if any).

     

    iii.
      An
      Option may not be exercised for a fraction of a Share.

     

    (b)
      Rights
      as a Shareholder.
      The
      Company shall issue (or cause to be issued) such Shares as administratively
      practicable after the Option is exercised. Shares issued upon exercise of an
      Option shall be issued in the name of the Participant or, if requested by the
      Participant, in the name of the Participant and his or her spouse. Unless
      provided otherwise by the Administrator or pursuant to this Plan, until the
      Shares are issued (as evidenced by the appropriate entry on the books of the
      Company or of a duly authorized transfer agent of the Company), no right to
      vote
      or receive dividends or any other rights as a shareholder shall exist with
      respect to the Shares subject to an Option, notwithstanding the exercise of
      the
      Option.

     

    11.
      Stock Awards.

     

    (a)
      Stock
      Award Agreement. Each
      Stock Award Agreement shall contain provisions regarding (i) the number of
      Shares subject to such Stock Award or a formula for determining such number,
      (ii) the purchase price of the Shares, if any, and the means of payment for
      the
      Shares, (iii) the performance criteria (including Qualifying Performance
      Criteria), if any, and level of achievement versus these criteria that shall
      determine the number of Shares granted, issued, retainable or vested, (iv)
      such
      terms and conditions on the grant, issuance, vesting, settlement or forfeiture
      of the Shares as may be determined from time to time by the Administrator,
      (v)
      restrictions on the transferability of the Stock Award and (vi) such further
      terms and conditions in each case not inconsistent with this Plan as may be
      determined from time to time by the Administrator.


    
      
         

      

      
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    (b)
      Restrictions
      and Performance Criteria. The
      grant, issuance, retention, settlement or vesting of each Stock Award or the
      Shares subject thereto may be subject to such performance criteria (including
      Qualifying Performance Criteria) and level of achievement versus these criteria
      as the Administrator shall determine, which criteria may be based on financial
      performance, personal performance evaluations or completion of service by the
      Grantee. Unless otherwise permitted in compliance with the requirements of
      Code
      Section 162(m) with respect to an Award intended to comply as "performance-based
      compensation" thereunder, the Committee shall establish the Qualifying
      Performance Criteria applicable to, and the formula for calculating the amount
      payable under, the Award no later than the earlier of (a) the date ninety (90)
      days after the commencement of the applicable performance period, or (b) the
      date on which 25% of the performance period has elapsed, and in any event at
      a
      time when the achievement of the applicable Qualifying Performance Criteria
      remains substantially uncertain.

     

    (c)
      Forfeiture.
      Unless
      otherwise provided for by the Administrator, upon the Grantee's Termination
      of
      Employment, the Stock Award and the Shares subject thereto shall be forfeited,
      provided that to the extent that the Participant purchased or earned any Shares,
      the Company shall have a right to repurchase the unvested Shares at such price
      and on such terms and conditions as the Administrator determines.

     

    (d)
      Rights
      as a Shareholder. Unless
      otherwise provided by the Administrator in the Award Agreement, the Participant
      shall have the rights equivalent to those of a shareholder and shall be a
      shareholder only after Shares are issued (as evidenced by the appropriate entry
      on the books of the Company or of a duly authorized transfer agent of the
      Company) to the Participant. Unless otherwise provided by the Administrator,
      a
      Participant holding Stock Units shall not be entitled to receive dividend
      payments or any credit therefor as if he or she was an actual
      shareholder.

     

    (e)
      Stock
      Appreciation Rights.

     

    i.
      General.
      Stock
      Appreciation Rights may be granted either alone, in addition to, or in tandem
      with other Awards granted under the Plan. The Board may grant Stock Appreciation
      Rights to eligible Participants subject to terms and conditions not inconsistent
      with this Plan and determined by the Board. The specific terms and conditions
      applicable to the Participant shall be provided for in the Stock Award
      Agreement. Stock Appreciation Rights shall be exercisable, in whole or in part,
      at such times as the Board shall specify in the Stock Award
      Agreement.

     

    ii.
      Exercise
      of Stock Appreciation Right.
      Upon
      the exercise of a Stock Appreciation Right, in whole or in part, the Participant
      shall be entitled to a payment in an amount equal to the excess of the Fair
      Market Value on the date of exercise of a fixed number of Shares covered by
      the
      exercised portion of the Stock Appreciation Right, over the Fair Market Value
      on
      the Grant Date of the Shares covered by the exercised portion of the Stock
      Appreciation Right (or such other amount calculated with respect to Shares
      subject to the Award as the Board may determine). The amount due to the
      Participant upon the exercise of a Stock Appreciation Right shall be paid in
      such form of consideration as determined by the Board and may be in cash, Shares
      or a combination thereof, over the period or periods specified in the Stock
      Award Agreement. A Stock Award Agreement may place limits on the amount that
      may
      be paid over any specified period or periods upon the exercise of a Stock
      Appreciation Right, on an aggregate basis or as to any Participant. A Stock
      Appreciation Right shall be considered exercised when the Company receives
      written notice of exercise in accordance with the terms of the Stock Award
      Agreement from the person entitled to exercise the Stock Appreciation
      Right.


    
      
         

      

      
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    iii.
      Nonassignability
      of Stock Appreciation Rights. Except
      as
      determined by the Administrator, no Stock Appreciation Right shall be assignable
      or otherwise transferable by the Participant except by will or by the laws
      of
      descent and distribution.

     

    12.
      Cash Awards.

     

    (a)
      Cash
      Award.
      Each
      Cash Award shall contain provisions regarding (i) the target and maximum amount
      payable to the Grantee as a Cash Award, (ii) the performance criteria and level
      of achievement versus these criteria which shall determine the amount of such
      payment, (iii) the period as to which performance shall be measured for
      establishing the amount of any payment, (iv) the timing of any payment earned
      by
      virtue of performance, (v) restrictions on the alienation or transfer of the
      Cash Award prior to actual payment, (vi) forfeiture provisions, and (vii) such
      further terms and conditions, in each case not inconsistent with the Plan,
      as
      may be determined from time to time by the Administrator. The maximum amount
      payable as a Cash Award may be a multiple of the target amount payable, but
      the
      maximum amount payable pursuant to that portion of a Cash Award granted under
      this Plan for any fiscal year to any Grantee that is intended to satisfy the
      requirements for "performance based compensation" under Section 162(m) of the
      Code shall not exceed U.S. $1,000,000.

     

    (b)
      Performance
      Criteria.
      The
      Administrator shall establish the performance criteria and level of achievement
      versus these criteria which shall determine the target and the minimum and
      maximum amount payable under a Cash Award, which criteria may be based on
      financial performance or personal performance evaluations. The Committee may
      specify the percentage of the target Cash Award that is intended to satisfy
      the
      requirements for "performance-based compensation" under Section 162(m) of the
      Code. Notwithstanding anything to the contrary herein, the performance criteria
      for any portion of a Cash Award that is intended to satisfy the requirements
      for
      "performance-based compensation" under Section 162(m) of the Code shall be
      a
      measure established by the Committee based on one or more Qualifying Performance
      Criteria selected by the Committee and specified in writing not later than
      the
      earlier of (a) the date ninety (90) days after the commencement of the
      applicable performance period, or (b) the date on which 25% of the performance
      period has elapsed, and in any event at a time when the achievement of the
      applicable Qualifying Performance Criteria remains substantially
      uncertain.

     

    (c)
      Timing
      and Form of Payment.
      The
      Administrator shall determine the timing of payment of any Cash Award. The
      Administrator may provide for or, subject to such terms and conditions as the
      Administrator may specify, may permit an Grantee to elect for the payment of
      any
      Cash Award to be deferred to a specified date or event. The Administrator may
      specify the form of payment of Cash Awards, which may be cash or other property,
      or may provide for an Grantee to have the option for his or her Cash Award,
      or
      such portion thereof as the Administrator may specify, to be paid in whole
      or in
      part in cash or other property.

     

    (d)
      Termination
      of Employment.
      The
      Administrator shall have the discretion to determine the effect a Termination
      of
      Employment due to (i) disability, (ii) death or (iii) otherwise shall have
      on
      any Cash Award.


    
      
         

      

      
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    13.
      Other Provisions Applicable to Awards.

     

    (a)
      Non-Transferability
      of Awards. Unless
      determined otherwise by the Administrator, an Award may not be sold, pledged,
      assigned, hypothecated, transferred, or disposed of in any manner for value
      other than by beneficiary designation, will or by the laws of descent or
      distribution. Subject to Section 9(c), the Administrator may in its discretion
      make an Award transferable to a Grantee's family member or any other person
      or
      entity as it deems appropriate. If the Administrator makes an Award
      transferable, either at the time of grant or thereafter, such Award shall
      contain such additional terms and conditions as the Administrator deems
      appropriate, and any transferee shall be deemed to be bound by such terms upon
      acceptance of such transfer.

     

    (b)
      Qualifying
      Performance Criteria. For
      purposes of this Plan, the term "Qualifying Performance Criteria" shall mean
      any
      one or more of the following performance criteria, either individually,
      alternatively or in any combination, applied to either the Company as a whole
      or
      to a business unit, Affiliate or business segment, either individually,
      alternatively or in any combination, and measured either annually or
      cumulatively over a period of years, on an absolute basis or relative to a
      pre-established target, to previous years' results or to a designated comparison
      group, in each case as specified by the Administrator in the Award: (i) cash
      flow; (ii) earnings (including gross margin; earnings before interest and taxes;
      earnings before interest, taxes, depreciation and amortization; earnings before
      taxes; and net earnings); (iii) earnings per share; (iv) growth in earnings
      or
      earnings per share; (v) stock price; (vi) return on equity or average
      shareholders' equity; (vii) total shareholder return; (viii) return on capital;
      (ix) return on assets or net assets; (x) return on investment; (xi) revenue
      or
      growth in revenue; (xii) income or net income; (xiii) operating income or net
      operating income, in aggregate or per share; (xiv) operating profit or net
      operating profit; (xv) operating margin; (xvi) return on operating revenue;
      (xvii) market share; (xviii) contract awards or backlog; (xix) overhead or
      other
      expense reduction; (xx) growth in shareholder value relative to the moving
      average of the S&P 500 Index or a peer group index; (xxi) credit rating;
      (xxii) strategic plan development and implementation (including individual
      performance objectives that relate to achievement of the Company's or any
      business unit's strategic plan); (xxiii) improvement in workforce diversity;
      (xxiv) growth of revenue, operating income or net income; (xxv) efficiency
      ratio; (xxvi) ratio of nonperforming assets to total assets; and (xxvii) any
      other similar criteria. The Committee may appropriately adjust any evaluation
      of
      performance under a Qualifying Performance Criteria to exclude any of the
      following events that occurs during a performance period: (A) asset write-downs;
      (B) litigation or claim judgments or settlements; (C) the effect of changes
      in
      tax law, accounting principles or other such laws or provisions affecting
      reported results; (D) accruals for reorganization and restructuring programs;
      and (E) any gains or losses classified as extraordinary or as discontinued
      operations in the Company's financial statements.

     

    (c)
      Certification.
      Prior
      to
      the payment of any compensation under an Award intended to qualify as
      "performance-based compensation" under Section 162(m) of the Code, the Committee
      shall certify the extent to which any Qualifying Performance Criteria and any
      other material terms under such Award have been satisfied (other than in cases
      where such relate solely to the increase in the value of the Common
      Stock).

     

    (d)
      Discretionary
      Adjustments Pursuant to Section 162(m). Notwithstanding
      satisfaction of any completion of any Qualifying Performance Criteria, to the
      extent specified at the time of grant of an Award to "covered employees" within
      the meaning of Section 162(m) of the Code, the number of Shares, Options or
      other benefits granted, issued, retainable or vested under an Award on account
      of satisfaction of such Qualifying Performance Criteria may be reduced by the
      Committee on the basis of such further considerations as the Committee in its
      sole discretion shall determine.


    
      
         

      

      
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    (e)
      Tax
      Withholding Obligation.
      As a
      condition of the grant, issuance, vesting, exercise or settlement of an Award
      granted under the Plan, the Participant shall make such arrangements as the
      Administrator may require for the satisfaction of any applicable federal, state,
      local or foreign withholding tax obligations that may arise in connection with
      such grant, issuance, vesting, exercise or settlement of the Award. The Company
      shall not be required to issue any Shares under the Plan until such obligations
      are satisfied.

     

    (f)
      Compliance
      with Section 409A.
      Notwithstanding anything to the contrary contained herein, to the extent that
      the Administrator determines that any Award granted under the Plan is subject
      to
      Code Section 409A and unless otherwise specified in the applicable Award
      Agreement, the Award Agreement evidencing such Award shall incorporate the
      terms
      and conditions necessary for such Award to avoid the consequences described
      in
      Code Section 409A(a)(1), and to the maximum extent permitted under Applicable
      Law (and unless otherwise stated in the applicable Award Agreement), the Plan
      and the Award Agreements shall be interpreted in a manner that results in their
      conforming to the requirements of Code Section 409A(a)(2), (3) and (4) and
      any
      Department of Treasury or Internal Revenue Service regulations or other
      interpretive guidance issued under Section 409A (whenever issued, "Authority").
      Notwithstanding anything to the contrary in this Plan (and unless the Award
      Agreement provides otherwise, with specific reference to this sentence), to
      the
      extent that a Participant holding an Award that constitutes "deferred
      compensation" under Section 409A or any Authority is a "specified employee"
      (also as defined thereunder), no distribution or payment of any amount shall
      be
      made before a date that is six (6) months following the date of such
      Participant's "separation from service" (as defined in Section 409A or any
      Authority) or, if earlier, the date of the Participant's death.

     

    (g)
      Deferral
      of Award Benefits.
      The
      Administrator may in its discretion and upon such terms and conditions as it
      determines appropriate permit one or more Participants whom it selects to (a)
      defer compensation payable pursuant to the terms of an Award, or (b) defer
      compensation arising outside the terms of this Plan pursuant to a program that
      provides for deferred payment in satisfaction of such other compensation amounts
      through the issuance of one or more Awards. Any such deferral arrangement shall
      be evidenced by an Award Agreement in such form as the Administrator shall
      from
      time to time establish, and no such deferral arrangement shall be a valid and
      binding obligation unless evidenced by a fully executed Award Agreement, the
      form of which the Administrator has approved, including through the
      Administrator's establishing a written program (the "Program")
      under
      this Plan to govern the form of Award Agreements participating in such Program.
      Any such Award Agreement or Program shall specify the treatment of dividends
      or
      dividend equivalent rights (if any) that apply to Awards governed thereby,
      and
      shall further provide that any elections governing payment of amounts pursuant
      to such Program shall be in writing, shall be delivered to the Company or its
      agent in a form and manner that complies with Code Section 409A or any
      Authority, and shall specify the amount to be distributed in settlement of
      the
      deferral arrangement, as well as the time and form of such distribution in
      a
      manner that complies with Code Section 409A or any Authority.


    
      
         

      

      
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    14.
      Adjustments upon Changes in Capitalization, Dissolution, or Change In
      Control

     

    (a)
      Changes
      in Capitalization. Subject
      to any required action by the shareholders of the Company, the number of shares
      of Common Stock covered by each outstanding Award, the number of shares of
      Common Stock which have been authorized for issuance under the Plan, but as
      to
      which no Awards have yet been granted or which have been returned to the Plan
      upon cancellation, forfeiture or expiration of an Award, the price per Share
      subject to each such outstanding Award and the share limit set forth in Section
      3, shall be proportionately adjusted for any increase or decrease in the number
      of issued shares of Common Stock resulting from a stock split, reverse stock
      split, stock dividend, combination or reclassification of the Common Stock,
      payment of a dividend or distribution in a form other than stock (excepting
      normal cash dividends) that has a material effect on the Fair Market Value
      of
      the shares of Common Stock, or any other increase or decrease in the number
      of
      issued shares of Common Stock effected without receipt of consideration by
      the
      Company; provided, however, that conversion of any convertible securities of
      the
      Company shall not be deemed to have been "effected without receipt of
      consideration." Such adjustment shall be made by the Administrator, whose
      determination in that respect shall be final, binding and conclusive. Except
      as
      expressly provided herein, no issuance by the Company of shares of stock of
      any
      class, or securities convertible into shares of stock of any class, shall
      affect, and no adjustment by reason thereof shall be made with respect to,
      the
      number or price of shares of Common Stock subject to an Award.

     

    (b)
      Dissolution
      or Liquidation. In
      the
      event of the proposed dissolution or liquidation of the Company, the
      Administrator shall notify each Participant as soon as practicable prior to
      the
      effective date of such proposed transaction. To the extent it has not been
      previously exercised or the Shares subject thereto issued to the Grantee and
      unless otherwise determined by the Administrator, an Award will terminate
      immediately prior to the consummation of such proposed transaction.

     

    (c)
      Change
      in Control. In
      the
      event there is a Change in Control of the Company, as determined by the Board
      or
      a Committee, the Board or Committee may, in its discretion, (i) provide for
      the
      assumption or substitution of, or adjustment (including to the number and type
      of Shares and exercise or purchase price applicable) to, each outstanding Award;
      (ii) accelerate the vesting of Options and terminate any restrictions on Stock
      Awards; or (iii) provide for termination of Awards as a result of the Change
      in
      Control on such terms and conditions as it deems appropriate, including
      providing for the cancellation of Awards for a cash or other payment to the
      Participant.

     

    For
      purposes of this Section 14(c), an Award shall be considered assumed, without
      limitation, if, at the time of issuance of the stock or other consideration
      upon
      a Change in Control, as the case may be, each holder of an Award would be
      entitled to receive upon exercise of the Award the same number and kind of
      shares of stock or the same amount of property, cash or securities as such
      holder would have been entitled to receive upon the occurrence of the
      transaction if the holder had been, immediately prior to such transaction,
      the
      holder of the number of Shares covered by the Award at such time (after giving
      effect to any adjustments in the number of Shares covered by the Award as
      provided for in Section 14(a)); provided that if such consideration received
      in
      the transaction is not solely common stock of the successor corporation, the
      Administrator may, with the consent of the successor corporation, provide for
      the consideration to be received upon exercise of the Award to be solely common
      stock of the successor corporation equal to the Fair Market Value of the per
      Share consideration received by holders of Common Stock in the transaction.
      The
      treatment of Cash Awards in a transaction governed by this Section 14(c) shall
      be governed by the applicable Award Agreement.


    
      
         

      

      
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    15.
      Amendment and Termination of the Plan.

     

    (a)
      Amendment
      and Termination. The
      Administrator may amend, alter or discontinue the Plan or any Award Agreement,
      but any such amendment shall be subject to approval of the shareholders of
      the
      Company in the manner and to the extent required by Applicable Law. To the
      extent required to comply with Section 162(m), the Company shall seek
      re-approval of the Plan from time to time by the shareholders. In addition,
      without limiting the foregoing, unless approved by the shareholders of the
      Company, no such amendment shall be made that would:

     

    i.
      materially increase the maximum number of Shares for which Awards may be granted
      under the Plan, other than an increase pursuant to Section 14 of the Plan;
      or

     

    ii.
      change the class of persons eligible to receive Awards under the
      Plan.

     

    (b)
      Effect
      of Amendment or Termination. No
      amendment, suspension or termination of the Plan shall impair the rights of
      any
      Award, unless mutually agreed otherwise between the Participant and the
      Administrator, which agreement must be in writing and signed by the Participant
      and the Company; provided further that the Administrator may amend an
      outstanding Award in order to conform it to the Administrator's intent (in
      its
      sole discretion) that such Award not be subject to Code Section 409A(a)(1)(B).
      Termination of the Plan shall not affect the Administrator's ability to exercise
      the powers granted to it hereunder with respect to Awards granted under the
      Plan
      prior to the date of such termination.

     

    (c)
      Effect
      of the Plan on Other Arrangements. Neither
      the adoption of the Plan by the Board or a Committee nor the submission of
      the
      Plan to the shareholders of the Company for approval shall be construed as
      creating any limitations on the power of the Board or any Committee to adopt
      such other incentive arrangements as it or they may deem desirable, including
      without limitation, the granting of restricted stock, stock options or cash
      bonuses otherwise than under the Plan, and such arrangements may be either
      generally applicable or applicable only in specific cases. The value of Awards
      granted pursuant to the Plan will not be included as compensation, earnings,
      salaries or other similar terms used when calculating an Grantee's benefits
      under any employee benefit plan sponsored by the Company or any Subsidiary
      except as such plan otherwise expressly provides.

     

    16.
      Designation of Beneficiary.

     

    (a)
      A
      Grantee may file a written designation of a beneficiary who is to receive the
      Grantee's rights pursuant to Grantee's Award or the Grantee may include his
      or
      her Awards in an omnibus beneficiary designation for all benefits under the
      Plan. To the extent that Grantee has completed a designation of beneficiary
      while employed with the Company, such beneficiary designation shall remain
      in
      effect with respect to any Award hereunder until changed by the Grantee to
      the
      extent enforceable under Applicable Law.

     

    (b)
      Such
      designation of beneficiary may be changed by the Grantee at any time by written
      notice. In the event of the death of an Grantee and in the absence of a
      beneficiary validly designated under the Plan who is living at the time of
      such
      Grantee's death, the Company shall allow the executor or administrator of the
      estate of the Grantee to exercise the Award, or if no such executor or
      administrator has been appointed (to the knowledge of the Company), the Company,
      in its discretion, may allow the spouse or one or more dependents or relatives
      of the Grantee to exercise the Award to the extent permissible under Applicable
      Law or if no spouse, dependent or relative is known to the Company, then to
      such
      other person as the Company may designate.


    
      
         

      

      
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    17.
      No Right to Awards or to Employment.

     

    No
      person
      shall have any claim or right to be granted an Award and the grant of any Award
      shall not be construed as giving an Grantee the right to continue in the employ
      or service of the Company or its Affiliates. Further, the Company and its
      Affiliates expressly reserve the right, at any time, to dismiss any Employee,
      Consultant or Grantee at any time without liability or any claim under the
      Plan,
      except as provided herein or in any Award Agreement entered into
      hereunder.

     

    18.
      Legal Compliance.

     

    Subject
      to Section 22, Shares shall not be issued pursuant to the exercise of an Option
      or Stock Award unless the exercise of such Option or Stock Award and the
      issuance and delivery of such Shares shall comply with Applicable Laws and
      shall
      be further subject to the approval of counsel for the Company with respect
      to
      such compliance.

     

    19.
      Reservation of Shares.

     

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

     

    20.
      Notice.

     

    Any
      written notice to the Company required by any provisions of this Plan shall
      be
      addressed to the Secretary of the Company and shall be effective when
      received.

     

    21.
      Governing Law; Interpretation of Plan and Awards.

     

    (a)
      To
      the extent not otherwise governed by mandatory provisions of the Code, the
      securities laws of the United States, or the Employee Retirement Income Security
      Act of 1974, this Plan and all determinations made and actions taken pursuant
      hereto shall be governed by the substantive laws, but not the choice of law
      rules, of the state of New York.

     

    (b)
      In
      the event that any provision of the Plan or any Award granted under the Plan
      is
      declared to be illegal, invalid or otherwise unenforceable by a court of
      competent jurisdiction, such provision shall be reformed, if possible, to the
      extent necessary to render it legal, valid and enforceable, or otherwise
      deleted, and the remainder of the terms of the Plan or Award shall not be
      affected except to the extent necessary to reform or delete such illegal,
      invalid or unenforceable provision.

     

    (c)
      The
      headings preceding the text of the sections hereof are inserted solely for
      convenience of reference, and shall not constitute a part of the Plan, nor
      shall
      they affect its meaning, construction or effect.

     

    (d)
      The
      terms of the Plan and any Award shall inure to the benefit of and be binding
      upon the parties hereto and their respective permitted heirs, beneficiaries,
      successors and assigns.

     

    (e)
      All
      questions arising under the Plan or under any Award shall be decided by the
      Administrator in its total and absolute discretion. Subject to the claims
      procedure set forth in Section 25, if the Participant believes that a decision
      by the Administrator with respect to such person was arbitrary or capricious,
      the Participant may request arbitration with respect to such decision. The
      review by the arbitrator shall be limited to determining whether the
      Administrator's decision was arbitrary or capricious. This arbitration shall
      be
      the sole and exclusive review permitted of the Administrator's decision, and
      the
      Grantee shall as a condition to the receipt of an Award be deemed to explicitly
      waive any right to judicial review.

     

    
      
         

      

      
        19

        
          

        

      

      
         

      

    

     

    (f)
      Notice of demand for arbitration shall be made in writing to the Administrator
      within thirty (30) days after the applicable decision by the Administrator.
      The
      arbitrator shall be selected from amongst those members of the Board who are
      neither Administrators nor Employees. If there are no such members of the Board,
      the arbitrator shall be selected by the Board. The arbitrator shall be an
      individual who is an attorney licensed to practice law in the State of New
      York.
      Such arbitrator shall be neutral within the meaning of the Commercial Rules
      of
      Dispute Resolution of the American Arbitration Association; provided, however,
      that the arbitration shall not be administered by the American Arbitration
      Association. Any challenge to the neutrality of the arbitrator shall be resolved
      by the arbitrator whose decision shall be final and conclusive. The arbitration
      shall be administered and conducted by the arbitrator pursuant to the Commercial
      Rules of Dispute Resolution of the American Arbitration Association. The
      decision of the arbitrator on the issue(s) presented for arbitration shall
      be
      final and conclusive and may be enforced in any court of competent
      jurisdiction.

     

    22.
      Limitation on Liability.

     

    The
      Company and any Affiliate which is in existence or hereafter comes into
      existence shall not be liable to a Participant, an Employee, an Grantee or
      any
      other persons as to:

     

    (a)
      The
      Non-Issuance of Shares. The
      non-issuance or sale of Shares (including under Section 18 above) as to which
      the Company has been unable, or the Arbitration deems it infeasible, to obtain
      from any regulatory body having jurisdiction the authority deemed by the
      Company's counsel to be necessary to the lawful issuance and sale of any shares
      hereunder; and

     

    (b)
      Tax
      Consequences. Any
      tax
      consequence realized by any Participant, Employee, Grantee or other person
      due
      to the receipt, vesting, exercise or settlement of any Option or other Award
      granted hereunder or due to the transfer of any Shares issued hereunder. The
      Participant is responsible for, and by accepting an Award under the Plan agrees
      to bear, all taxes of any nature that are legally imposed upon the Participant
      in connection with an Award, and the Company does not assume, and will not
      be
      liable to any party for, any cost or liability arising in connection with such
      tax liability legally imposed on the Participant. In particular, Awards issued
      under the Plan may be characterized by the Internal Revenue Service (the "IRS")
      as "deferred compensation" under the Code resulting in additional taxes,
      including in some cases interest and penalties. In the event the IRS determines
      that an Award constitutes deferred compensation under the Code or challenges
      any
      good faith characterization made by the Company or any other party of the tax
      treatment applicable to an Award, the Participant will be responsible for the
      additional taxes, and interest and penalties, if any, that are determined to
      apply if such challenge succeeds, and the Company will not reimburse the
      Participant for the amount of any additional taxes, penalties or interest that
      result.

     

    (c)
      Forfeiture.
      The
      requirement that Participant forfeit an Award, or the benefits received or
      to be
      received under an Award, pursuant to any Applicable Law.

     

    
      
         

      

      
        20

        
          

        

      

      
         

      

    

     

    23.
      Indemnification.

     

    In
      addition to such other rights of indemnification as they may have as members
      of
      the Board or officers or employees of the Company or an Affiliate, members
      of
      the Board and any officers or employees of the Company or an Affiliate to whom
      authority to act for the Board or the Company is delegated shall be indemnified
      by the Company against all reasonable expenses, including attorneys' fees,
      actually and necessarily incurred in connection with the defense of any action,
      suit or proceeding, or in connection with any appeal therein, to which they
      or
      any of them may be a party by reason of any action taken or failure to act
      under
      or in connection with the Plan, or any right granted hereunder, and against
      all
      amounts paid by them in settlement thereof (provided such settlement is approved
      by independent legal counsel selected by the Company) or paid by them in
      satisfaction of a judgment in any such action, suit or proceeding, except in
      relation to matters as to which it shall be adjudged in any such action, suit
      or
      proceeding that such person is liable for gross negligence, bad faith or
      intentional misconduct in duties; provided, however, that within sixty (60)
      days
      after the institution of such action, suit or proceeding, such person shall
      offer to the Company, in writing, the opportunity at its own expense to handle
      and defend the same.

     

    24.
      Unfunded Plan.

     

    Insofar
      as it provides for Awards, the Plan shall be unfunded. Although bookkeeping
      accounts may be established with respect to Grantees who are granted Stock
      Awards under this Plan, any such accounts will be used merely as a bookkeeping
      convenience. The Company shall not be required to segregate any assets which
      may
      at any time be represented by Awards, nor shall this Plan be construed as
      providing for such segregation, nor shall the Company nor the Administrator
      be
      deemed to be a trustee of stock or cash to be awarded under the Plan. Any
      liability of the Company to any Participant with respect to an Award shall
      be
      based solely upon any contractual obligations which may be created by the Plan;
      no such obligation of the Company shall be deemed to be secured by any pledge
      or
      other encumbrance on any property of the Company. Neither the Company nor the
      Administrator shall be required to give any security or bond for the performance
      of any obligation which may be created by this Plan. 

     

    25.
      Claims Procedure.

     

    (a)
      In
      the event the Company fails to make any payments under the Plan as agreed,
      to
      obtain payment under the Plan, the Participant must file a written claim with
      the Company on such forms as shall be furnished to him by the Company. If a
      claim for payment is denied by the Company, in whole or in part, the Company
      shall provide adequate notice in writing to the Participant within ninety (90)
      days after receipt of the claim unless special circumstances require an
      extension of time for processing the claim. If such an extension of time for
      processing is required, written notice indicating the special circumstances
      and
      the date by which a final decision is expected to be rendered shall be furnished
      to the Participant. In no event shall the period of extension exceed one hundred
      eighty (180) days after receipt of the claim. The notice of denial of the claim
      shall set forth (i) the specific reason or reasons for the denial; (ii) specific
      reference to pertinent provisions of the Agreement on which the denial is based;
      (iii) a description of any additional material or information necessary for
      the
      claimant to perfect the claim and an explanation of why such material or
      information is necessary; and (iv) a statement that any appeal of the denial
      must be made by giving to the Company, within sixty (60) days after receipt
      of
      the notice of the denial, written notice of such appeal, such notice to include
      a full description of the pertinent issues and basis of the claim. The
      Participant may review pertinent documents and submit issues and comments in
      writing to the Company. If the Participant fails to appeal such action to the
      Company in writing within the prescribed period of time, the Company's adverse
      determination shall be final, binding and conclusive.

     

    
      
         

      

      
        21

        
          

        

      

      
         

      

    

     

    (b)
      If
      the Participant appeals the denial of a claim for payment within the appropriate
      time, the Participant must submit the notice of appeal and all relevant
      materials to the Administrator. The Administrator may hold a hearing or
      otherwise ascertain such facts as it deems necessary and shall render a decision
      which shall be binding upon both parties. The decision of the Administrator
      shall be made within sixty (60) days after the receipt of the notice of appeal,
      unless special circumstances require an extension of time for processing, in
      which case a decision shall be rendered as soon as possible but not later than
      one hundred twenty (120) days after receipt of the request for review. If such
      an extension of time is required, written notice of the extension shall be
      furnished to the Participant prior to the commencement of the extension. The
      decision of the Administrator shall be in writing, shall include specific
      reasons for the decision, written in a manner calculated to be understood by
      the
      claimant, as well as specific references to the provisions of the Plan on which
      the decision is based and shall be promptly furnished to the
      Participant.

    

      
        	 	
                WindTamer
                  Corporation

              


      

    


    
      
         

      

      
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