ex10d23.htm


     

    Exhibit
10.23



    CPI
INTERNATIONAL, INC.

     

    2006
EQUITY AND PERFORMANCE INCENTIVE PLAN

     

    (Reflecting
December 7, 2006 and December 9, 2008 Amendments)

     

    CPI
INTERNATIONAL, INC. (formerly CPI Holdco, Inc.), a corporation existing under
the laws of the State of Delaware (the "Company"), hereby establishes
and adopts the following 2006 Equity and Performance Incentive Plan (the "Plan").  Certain
capitalized terms used in the Plan are defined in Article II.

     

    RECITALS

     

    WHEREAS,
the Company desires to encourage high levels of performance by those individuals
who are key to the success of the Company, to attract new individuals who are
highly motivated and who are expected to contribute to the success of the
Company and to encourage such individuals to remain as directors, employees,
consultants and/or advisors of the Company and its Affiliates by increasing
their proprietary interest in the Company's growth and success; and

     

    WHEREAS,
to attain these ends, the Company has formulated the Plan embodied herein to
authorize the granting of Awards to Participants whose judgment, initiative and
efforts are or have been or are expected to be responsible for the success of
the Company.

     

    NOW,
THEREFORE, the Company hereby constitutes, establishes and adopts the following
Plan and agrees to the following provisions:

     

    ARTICLE
I

     

    PURPOSE
OF THE PLAN

     

    1.1 Purpose.  The
purpose of the Plan is to assist the Company and its Affiliates in attracting
and retaining selected individuals to serve as directors, employees, consultants
and/or advisors of the Company who are expected to contribute to the Company's
success and to achieve long-term objectives which will inure to the benefit of
all stockholders of the Company through the additional incentives inherent in
the Awards hereunder.

     

    ARTICLE
II

     

    DEFINITIONS

     

    2.1 "Affiliate" shall mean
(i) any person or entity that directly, or through one or more
intermediaries, controls, or is controlled by, or is under common control with,
the Company (including any Parent or Subsidiary) or (ii) any entity in
which the Company has a significant equity interest, as determined by the
Committee.

     

    2.2 "Applicable Laws" means the
legal requirements relating to the administration of and issuance of securities
under stock incentive plans, including, without limitation, the requirements of
state corporations law, federal and state securities law, federal and state tax
law, and the requirements of any stock exchange or quotation system upon which
the Shares may then be listed or quoted.  For all purposes of this
Plan, references to statutes and regulations shall be deemed to include any
successor statutes and regulations, to the extent reasonably appropriate as
determined by the Committee.

     

    2.3 "Award" shall mean any Option,
Stock Appreciation Right, Restricted Stock Award, Performance Award, Dividend
Equivalent, Other Stock Unit Award or any other right, interest or option
relating to Shares or other property (including cash) granted pursuant to the
provisions of the Plan.

     

    2.4 "Award Agreement" shall mean
any written agreement, contract or other instrument or document evidencing any
Award granted by the Committee hereunder.

     

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

     

    2.6 "Cause" shall have the meaning
set forth in a Participant's employment or consulting agreement with the Company
(if any), or if not defined therein, shall mean (i) acts or omissions by
the Participant which constitute intentional material misconduct or a knowing
violation of a material policy of the Company or any of its subsidiaries,
(ii) the Participant personally receiving a benefit in money, property or
services from the Company or any of its subsidiaries or from another person
dealing with the Company or any of its subsidiaries, in material violation of
applicable law or Company policy, (iii) an act of fraud, conversion,
misappropriation, or embezzlement by the Participant or his conviction of, or
entering a guilty plea or plea of no contest with respect to, a felony, or the
equivalent thereof (other than DUI), or (iv) any deliberate and material
misuse or deliberate and material improper disclosure of confidential or
proprietary information of the Company.

     

    2.7 "Change of Control" shall mean
the occurrence of any of the following events:

     

    (i)           The
direct or indirect acquisition by an unrelated "Person" or "Group" of
"Beneficial Ownership" (as such terms are defined below) of more than 50% of the
voting power of the Company's issued and outstanding voting securities in a
single transaction or a series of related transactions;

     

    (ii)           The
direct or indirect sale or transfer by the Company of substantially all of its
assets to one or more unrelated Persons or Groups in a single transaction or a
series of related transactions;

     

    (iii)           The
merger, consolidation or reorganization of the Company with or into another
corporation or other entity in which the Beneficial Owners of more than 50% of
the voting power of the Company's issued and outstanding voting securities
immediately before such merger or consolidation do not own more than 50% of the
voting power of the issued and outstanding voting securities of the surviving
corporation or other entity immediately after such merger, consolidation or
reorganization; or

     

    (iv)           During any consecutive 12 month period,
individuals who at the beginning of such period constituted the Board of the
Company (together with any new Directors whose election to such Board or whose
nomination for election by the stockholders of the Company was approved by a
vote of a majority of the Directors of the Company then still in office who were
either Directors at the beginning of such period or whose election or nomination
for election was previously so approved) cease for any reason to constitute a
majority of the Board of the Company then in office.

     

    For
purposes of determining whether a Change of Control has occurred, the following
Persons and Groups shall not be deemed to be "unrelated": (A) such Person or
Group directly or indirectly has Beneficial Ownership of more than 50% of the
issued and outstanding voting power of the Company's voting securities
immediately before the transaction in question, (B) the Company has Beneficial
Ownership of more than 50% of the voting power of the issued and outstanding
voting securities of such Person or Group, (C) more than 50% of the voting power
of the issued and outstanding voting securities of such Person or Group are
owned, directly or indirectly, by Beneficial Owners of more than 50% of the
issued and outstanding voting power of the Company's voting securities
immediately before the transaction in question or (D) any investment fund(s)
that are Affiliates of Cypress Associates II LLC.  The terms "Person,"
"Group," "Beneficial Owner," and "Beneficial Ownership" shall have the meanings
used in the Exchange Act.

     

    Notwithstanding
the foregoing, (I) Persons will not be considered to be acting as a 'Group'
solely because they purchase or own stock of this Company at the same time, or
as a result of the same public offering, (II) however, Persons will be
considered to be acting as a 'Group' if they are owners of a corporation that
enters into a merger, consolidation, purchase or acquisition of stock, or
similar business transaction, with the Company, and (III) if a Person, including
an entity, owns stock both in the Company and in a corporation that enters into
a merger, consolidation, purchase or acquisition of stock, or similar
transaction, with the Company, such stockholders shall be considered to be
acting as a Group with other stockholders only with respect to the ownership in
the corporation before the transaction.  None of the foregoing events,
however, shall constitute a Change of Control if such event is not a 'Change in
Control Event' under Treasury Regulations Section 1.409A-3(i)(5) or successor
IRS guidance.

     

    2.8 "Code" shall mean the Internal
Revenue Code of 1986, as amended from time to time, and any successor
thereto.

     

    2.9 "Committee" shall mean the
Committee (or other body) constituted under Section 4.2 to administer this
Plan.

     

    2.10 "Company" has the meaning set
forth in introductory paragraph of the Plan.

     

    2.11 "Consultant" means any person,
including an advisor, who (i) is a natural person, (ii) provides bona fide
services to the Company or a Parent or Subsidiary, and (iii) provides services
that are not in connection with the offer or sale of securities in a
capital-raising transaction, and that do not directly or indirectly promote or
maintain a market for the securities of the Company; provided that the term
'Consultant' does not include (i) Employees or (ii) Directors who are paid only
a director's fee by the Company or who are not compensated by the Company for
their services as Directors.

     

    2.12 "Continuous Status as an Employee,
Director or Consultant" means that the employment, director or consulting
relationship is not interrupted or terminated by the Company, any Parent or
Subsidiary, or by the Employee, Director or Consultant.  Continuous
Status as an Employee, Director or Consultant will not be considered interrupted
in the case of: (i) any leave of absence approved by the Company (and, but
only to the extent required by Applicable Laws, the Committee), including sick
leave, military leave, or any other personal leave, provided, that for purposes
of Incentive Stock Options, any such leave may not exceed 90 days, unless
reemployment upon the expiration of such leave is guaranteed by contract
(including certain Company policies) or statute; (ii) transfers between
locations of the Company or between the Company, its Parent, its Subsidiaries or
its successor; or (iii) in the case of an Award other than an Incentive
Stock Option, the ceasing of a person to be an Employee while such person
remains or becomes a Director or Consultant, the ceasing of a person to be a
Director while such person remains or becomes an Employee or Consultant or the
ceasing of a person to be a Consultant while such person remains or becomes an
Employee or Director.

     

    2.13 "Covered Employee" shall mean a
"covered employee"
within the meaning of Section 162(m)(3) of the Code, or any successor
provision thereto.

     

    2.14 "Director" shall mean a
non-employee member of the Board or a non-employee member of the board of
directors of a Parent or Subsidiary.

     

    2.15 "Disability" shall mean total
and permanent disability as defined in Section 22(e)(3) of the
Code.

     

    2.16 "Dividend Equivalents" shall
have the meaning set forth in Section 12.5.

     

    2.17 "Employee" shall mean any
employee of the Company or any Parent or Subsidiary.

     

    2.18 "Exchange Act" shall mean the
Securities Exchange Act of 1934 and the rules promulgated thereunder, in each
case as amended.

     

    2.19 "Fair Market Value" shall mean,
with respect to any property other than Shares, the market value of such
property determined by such methods or procedures as shall be established from
time to time by the Committee.  The Fair Market Value of Shares as of
any date shall be determined as follows:

     

    (i)  
Subject to clause (iii) below, if the Shares are listed on any established stock
exchange or a national market system, including without limitation, on the
NASDAQ Market, the Fair Market Value of a Share will be (a) the closing
sales price for such Shares (or the closing bid, if no sales are reported) as
quoted on that system or exchange (or the system or exchange with the greatest
volume of trading in Shares) on the last market trading day prior to the day of
determination or (b) any sales price for such Shares (or the closing bid,
if no sales are reported) as quoted on that system or exchange (or the system or
exchange with the greatest volume of trading in Shares) on the day of
determination, as the Committee may select, in each case as reported in the Wall
Street Journal or any other source the Committee considers
reliable.

     

    (ii) 
Subject to clause (iii) below, if the Shares are regularly quoted by recognized
securities dealers but selling prices are not reported, the Fair Market Value of
a Share will be the mean between the high bid and low asked prices for the
Shares on (a) the last market trading day prior to the day of determination
or (b) the day of determination, as the Committee may select, in each case
as reported in the Wall Street Journal or any other source the Committee
considers reliable.

     

    (iii) If
the Shares are not traded as set forth above, or if the Committee determines
that the prices described in paragraph (i) or (ii) above do not appropriately
reflect the fair market value (whether due to lack of trading volume, unusual
market volatility or other factors) the Fair Market Value will be determined in
good faith by the Committee with reference to the earnings history, book value
and prospects of the Company in light of market conditions generally, and any
other factors the Committee considers appropriate, such determination by the
Committee to be made in a manner consistent with Proposed Regulation Section
1.409A-1(b)(5)(iv) or successor IRS guidance, and to be final, conclusive and
binding.

     

    2.20 "Family Member" means any
child, stepchild, grandchild, parent, stepparent, grandparent, spouse, former
spouse, sibling, niece, nephew, mother-in-law, father-in-law, son-in-law,
daughter-in-law, brother-in-law, or sister-in-law, including adoptive
relationships, any person sharing the Participant's household (other than a
tenant or employee), a trust in which these persons (or the Participant) control
the management of assets, and any other entity in which these persons (or the
Participant) own more than 50 percent of the voting interests.

     

    2.21 "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.

     

    2.22 "Limitations" shall have the
meaning set forth in Section 3.2.

     

    2.23 "Option" shall mean any right
granted to a Participant under the Plan allowing such Participant to purchase
Shares at such price or prices and during such period or periods as the
Committee shall determine.

     

    2.24 "Other Stock Unit Award" shall
have the meaning set forth in Section 8.1.

     

    2.25 "Parent" means a "parent
corporation" with respect to the Company, whether now or later existing, as
defined in Section 424(e) of the Code.

     

    2.26 "Participant" shall mean an
Employee, Director or Consultant who is selected by the Committee to receive an
Award under the Plan.

     

    2.27 "Payee" shall have the meaning
set forth in Section 13.1.

     

    2.28 "Performance Award" shall mean
any Award of Performance Shares or Performance Units granted pursuant to Article
IX.

     

    2.29 "Performance Period" shall mean
that period established by the Committee at the time any Performance Award is
granted or at any time thereafter during which any performance goals specified
by the Committee with respect to such Award are to be measured.

     

    2.30 "Performance Share" shall mean
any grant pursuant to Article IX of a unit valued by reference to a designated
number of Shares, which value may be paid to the Participant by delivery of such
property as the Committee shall determine, including cash, Shares, other
property, or any combination thereof, upon achievement of such performance goals
during the Performance Period as the Committee shall establish at the time of
such grant or thereafter.

     

    2.31 "Performance Unit" shall mean
any grant pursuant to Article IX of a unit valued by reference to a designated
amount of property (including cash) other than Shares, which value may be paid
to the Participant by delivery of such property as the Committee shall
determine, including cash, Shares, other property, or any combination thereof,
upon achievement of such performance goals during the Performance Period as the
Committee shall establish at the time of such grant or thereafter.

     

    2.32 "Prior Plan" shall mean,
collectively, the Company's 2000 Stock Option Plan and 2004 Stock Incentive
Plan, each as amended.

     

    2.33 "Restricted Stock" shall mean
any Share issued with the restriction that the holder may not sell, transfer,
pledge or assign such Share and with such other restrictions as the Committee,
in its sole discretion, may impose (including any restriction on the right to
vote such Share and the right to receive any dividends), which restrictions may
lapse separately or in combination at such time or times, in installments or
otherwise, as the Committee may deem appropriate.

     

    2.34 "Restricted Period" shall have
the meaning set forth in Section 7.1.

     

    2.35 "Restricted Stock Award" shall
have the meaning set forth in Section 7.1.

     

    2.36 "Shares" shall mean the shares
of common stock of the Company, par value $0.01 per share.

     

    2.37 "Stock Appreciation Right"
shall mean any right granted to a Participant pursuant to Article
VI.

     

    2.38 "Subsidiary" shall mean any
corporation (other than the Company) in an unbroken chain of corporations
beginning with the Company if, at the time of the granting of the Award, each of
the corporations other than the last corporation in the unbroken chain owns
stock possessing 50% or more of the total combined voting power of all classes
of stock in one of the other corporations in the chain.

     

    2.39 "Substitute Awards" shall mean
Awards granted or Shares issued by the Company in assumption of, or in
substitution or exchange for, awards previously granted, or the right or
obligation to make future awards, by a company or other entity acquired by the
Company or any Subsidiary or with which the Company or any Subsidiary
combines.

     

    ARTICLE
III

     

    SHARES
SUBJECT TO THE PLAN

     

    3.1 Number of
Shares.

     

    (a) Subject
to adjustment as provided in Section 12.2, a total of 1,400,000 Shares shall be
authorized for grant under the Plan, plus any Shares subject to awards granted
under the Prior Plan, which such awards are forfeited, expire or otherwise
terminate without issuance of Shares, or are settled for cash or otherwise do
not result in the issuance of Shares, on or after the effective date of this
Plan.

     

    (b) If any
Shares subject to an Award or to an award under the Prior Plan are forfeited,
expire or otherwise terminate without issuance of such Shares, or any Award or
award under the Prior Plan is settled for cash or otherwise does not result in
the issuance of all or a portion of the Shares subject to such Award, the Shares
shall, to the extent of such forfeiture, expiration, termination, cash
settlement or non-issuance, again be available for Awards under the
Plan.

     

    (c) In the
event that (i) any Option or other Award granted under this Plan or any
option or award granted under the Prior Plan is exercised through the tendering
of Shares (either actually, by attestation, or by the giving of instructions to
a broker to remit to the Company that portion of the sales price required to pay
the exercise price) or by the withholding of Shares by the Company, or
(ii) withholding tax liabilities arising from such Options or Awards under
this Plan or options or awards under a Prior Plan are satisfied by the tendering
of Shares (either actually, by attestation, or by the giving of instructions to
a broker to remit to the Company that portion of the sales price required to pay
the exercise price) or by the withholding of Shares by the Company, then the
Shares so tendered or withheld shall again be available for Awards under the
Plan.

     

    (d) Substitute
Awards shall not reduce the Shares authorized for issuance under the Plan or
authorized for grant to a Participant in any calendar
year.  Additionally, in the event that a company or other entity
acquired by the Company or any Subsidiary, or with which the Company or any
Subsidiary combines, has shares or other equity interests available under a
pre-existing plan approved by shareholders or equityholders and not adopted in
contemplation of such acquisition or combination, the shares or equity interests
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 issuance under the Plan;
provided that Awards using such available shares or equity interests 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 employees, directors or consultants of such
acquired or combined company or entity before such acquisition or
combination.

     

    3.2 Limitations on Grants to
Individual Participant.  Subject to adjustment as provided in
Section 12.2, no Participant may be granted (i) Options or Stock
Appreciation Rights during any fiscal year of the Company with respect to more
than 460,000 Shares, or (ii) Restricted Stock, Performance Awards and/or
Other Stock Unit Awards that are denominated in Shares in any fiscal year of the
Company with respect to more than 460,000 Shares (the "Limitations").  In
addition to the foregoing, the maximum dollar value payable to any Participant
in fiscal year of the Company with respect to Performance Awards and/or Other
Stock Unit Awards that are valued with reference to cash or property other than
Shares is $3,000,000.  If an Award is cancelled, the cancelled Award
shall continue to be counted toward the applicable Limitations.

     

    3.3 Character of
Shares.  Any Shares issued hereunder may consist, in whole or
in part, of authorized and unissued shares, treasury shares or shares purchased
in the open market or otherwise.

     

    ARTICLE
IV

     

    ELIGIBILITY
AND ADMINISTRATION

     

    4.1 Eligibility.  Any
Employee, Director or Consultant shall be eligible to be selected as a
Participant.  Only Employees may receive awards of Incentive Stock
Options.

     

    4.2 Administration.

     

    (a) The Plan
shall be administered by the Committee, constituted as follows:

     

    (i)   The
Committee will consist of the Board, or a committee designated by the Board,
which Committee will be constituted to satisfy Applicable Laws.  Once
appointed, a Committee will serve in its designated capacity until otherwise
directed by the Board.  The Board may increase the size of the
Committee and appoint additional members, remove members (with or without cause)
and substitute new members, fill vacancies (however caused), and remove all
members of the Committee and thereafter directly administer the
Plan.

     

    Notwithstanding
the foregoing, unless the Board expressly resolves to the contrary, while the
Company is registered pursuant to Section 12 of the Exchange Act, the Plan will
be administered only by the Compensation Committee of the Board (or such other
committee designated by the Compensation Committee of the Board), consisting of
no fewer than two Directors, each of whom is (A) a 'non-employee director'
within the meaning of Rule 16b-3 (or any successor rule) of the Exchange Act,
and (B) an 'outside director' within the meaning of Section 162(m)(4)(C)(i) of
the Code; provided, however, the failure of the Committee to be composed solely
of individuals who are 'non-employee directors' and 'outside directors' shall
not render ineffective or void any awards or grants made by, or other actions
taken by, such Committee.

     

    (ii)  The
Board (or a committee designated by the Board) may by resolution provide that
the Plan may be administered by different bodies with respect to Directors,
officers who are not Directors, and Employees and Consultants who are neither
Directors nor officers, and Covered Employees.  Any reference to a
"Committee" herein shall, to the extent permitted by Applicable Laws, be a
reference to any body appointed to administer the Plan pursuant to the foregoing
sentence.

     

    (b) The
Committee shall have full discretion, power and authority, subject to the
provisions of the Plan and subject to such orders or resolutions not
inconsistent with the provisions of the Plan as may from time to time be adopted
by the Board, to:  (i) select the Employees, Consultants and
Directors to whom Awards may from time to time be granted hereunder;
(ii) determine the type or types of Awards, not inconsistent with the
provisions of the Plan, to be granted to each Participant hereunder;
(iii) determine the number of Shares to be covered by each Award granted
hereunder; (iv) determine the terms and conditions, not inconsistent with
the provisions of the Plan, of any Award granted hereunder and the form and
content of any Award Agreement; (v) determine whether, to what extent and
under what circumstances Awards may be settled in cash, Shares or other
property, subject to the provisions of the Plan; (vi) determine whether, to
what extent and under what circumstances any Award shall be modified, amended,
canceled or suspended; (vii) interpret and administer the Plan and any
instrument or agreement entered into under or in connection with the Plan,
including any Award Agreement; (viii) correct any defect, supply any
omission or reconcile any inconsistency in the Plan or any Award in the manner
and to the extent that the Committee shall deem desirable to carry it into
effect; (ix) establish such rules and regulations and appoint such agents
as it shall deem appropriate for the proper administration of the Plan;
(x) determine whether any Award will have Dividend Equivalents; (xi)
determine whether, to what extent, and under what circumstances cash, Shares, or
other property payable with respect to an Award shall be deferred either
automatically or at the election of the Participant; provided that the Committee
shall take no action that would subject the Participant to a penalty tax under
Section 409A of the Code; and (xii) make any other determination and take
any other action that the Committee deems necessary or desirable for
administration of the Plan.

     

    (c) Decisions
of the Committee shall be final, conclusive and binding on all persons or
entities, including the Company, any Participant, any stockholder and any
Employee or any Affiliate.  A majority of the members of the Committee
may determine its actions and fix the time and place of its
meetings.

     

    (d) The
Committee may delegate to a committee of one or more Directors of the Company
or, to the extent permitted by Applicable Law, to one or more officers or a
committee of officers, the authority to grant Awards to Employees and officers
of the Company who are not Directors, Covered Employees, or "officers," as such
term is defined by Rule 16a-1(f) of the Exchange Act, and to cancel
or suspend Awards to Employees and officers of the Company who are not
Directors, Covered Employees, or "officers," as such term is defined by Rule
16a-1(f) of the Exchange
Act.

     

    ARTICLE
V

     

    OPTIONS

     

    5.1 Grant of
Options.  Options may be granted hereunder to Participants
either alone or in addition to other Awards granted under the
Plan.  Any Option shall be subject to the terms and conditions of this
Article V and to such additional terms and conditions, not inconsistent with the
provisions of the Plan, as the Committee shall deem desirable.

     

    5.2 Award
Agreements.  All Options granted pursuant to this Article V
shall be evidenced by a written Award Agreement in such form and containing such
terms and conditions as the Committee shall determine which are not inconsistent
with the provisions of the Plan.  Granting of an Option pursuant to
the Plan shall impose no obligation on the recipient to exercise such
Option.  Any individual who is granted an Option pursuant to this
Article V may hold more than one Option granted pursuant to the Plan at the same
time.

     

    5.3 Option
Price.  Other than in connection with Substitute Awards, the
option price per each Share purchasable under any Option granted pursuant to
this Article V shall not be less than 100% of the Fair Market Value of such
Share on the date of grant of such Option.  Other than pursuant to
Section 12.2, the Committee shall not be permitted to (a) lower the
option price per Share of an Option after it is granted, (b) cancel an
Option when the option price per Share exceeds the Fair Market Value of the
underlying Shares in exchange for another Award (other than in connection with
Substitute Awards), and (c) take any other action with respect to an Option
that may be treated as a repricing under the rules and regulations of the NASDAQ
National Market or other exchange or quotation system on which the Shares are
principally traded.

     

    5.4 Option
Period.  The term of each Option shall be fixed by the
Committee in its sole discretion; provided that no Option shall be exercisable
after the expiration of ten years from the date the Option is
granted.

     

    5.5 Exercise of
Options.  Vested Options granted under the Plan shall be
exercised by the Participant or by the Participant's executors, administrators,
guardian, beneficiary, or legal representative, or Family Members, as may be
provided in an Award Agreement in accordance with Section 12.3 as to all or part
of the Shares covered thereby, by the giving of written notice of exercise to
the Company or its designated agent, specifying the number of Shares to be
purchased, accompanied by payment of the full purchase price for the Shares
being purchased.  Unless otherwise provided in an Award Agreement,
full payment of such purchase price shall be made at the time of exercise and
shall be made (a) in cash or by certified check or bank check or wire
transfer of immediately available funds, (b) with the consent of the
Committee, by tendering previously acquired Shares (either actually or by
attestation, valued at their then Fair Market Value) that have been owned for a
period of at least six months (or such other period to avoid accounting charges
against the Company's earnings), (c) with the consent of the Committee, by
delivery of other consideration (including, where permitted by law and the
Committee, other Awards) having a Fair Market Value on the exercise date equal
to the total purchase price, (d) with the consent of the Committee, by
withholding Shares otherwise issuable in connection with the exercise of the
Option, (e)  with the consent of the Committee, by delivery of a properly
executed exercise notice together with any other documentation as the Committee
and the Participant's broker, if applicable, require to effect an exercise of
the Option and delivery to the Company of the sale or other proceeds (as
permitted by Applicable Law) required to pay the exercise price,
(f) through any other method specified in an Award Agreement, or
(g) any combination of any of the foregoing.  In connection with
a tender of previously acquired Shares pursuant to clause (b) above, the
Committee, in its sole discretion, may permit the Participant to constructively
exchange Shares already owned by the Participant in lieu of actually tendering
such Shares to the Company, provided that adequate documentation concerning the
ownership of the Shares to be constructively tendered is furnished in form
satisfactory to the Committee.  The notice of exercise, accompanied by
such payment, shall be delivered to the Company at its principal business office
or such other office as the Committee may from time to time direct, and shall be
in such form, containing such further provisions consistent with the provisions
of the Plan, as the Committee may from time to time prescribe.  In no
event may any Option granted hereunder be exercised for a fraction of a
Share.  No adjustment shall be made for cash dividends or other rights
for which the record date is prior to the date of such issuance.

     

    5.6 Form of
Settlement.  In its sole discretion, the Committee may provide,
at the time of grant, that the Shares to be issued upon an Option's exercise
shall be in the form of Restricted Stock or other similar securities, or may
reserve the right so to provide after the time of grant.

     

    5.7 Incentive Stock
Options.  With respect to the Options that may be granted by
the Committee under the Plan, the Committee may grant Options intended to
qualify as Incentive Stock Options to any Employee of the Company or any Parent
or Subsidiary, subject to the requirements of Section 422 of the
Code.  The Award Agreement of an Option intended to qualify as an
Incentive Stock Option shall designate the Option as an Incentive Stock
Option.  Notwithstanding anything in Section 3.1 to the contrary
and solely for the purposes of determining whether Shares are available for the
grant of Incentive Stock Options under the Plan, the maximum aggregate number of
Shares with respect to which Incentive Stock Options may be granted under the
Plan shall be 1,400,000 Shares.  Notwithstanding the provisions of
Section 5.3, in the case of an Incentive Stock Option granted to an Employee
who, at the time the Incentive Stock Option is granted, owns stock representing
more than ten percent of the voting power of all classes of capital stock of the
Company or any Parent or Subsidiary, the per Share exercise price will be no
less than 110% of the Fair Market Value per Share on the date of
grant.  Notwithstanding the provisions of Section 5.4, in the case of
an Incentive Stock Option granted to an Employee who, at the time the Incentive
Stock Option is granted, owns stock representing more than ten percent of the
voting power of all classes of capital stock of the Company or any Parent or
Subsidiary, the term of the Incentive Stock Option will be five years from the
date of grant or any shorter term specified in the Award
Agreement.  Notwithstanding the foregoing, if the Shares subject to an
Employee's Incentive Stock Options (granted under all plans of the Company or
any Parent or Subsidiary), which become exercisable for the first time during
any calendar year, have a Fair Market Value in excess of $100,000, the Options
accounting for this excess will be not be treated as Incentive Stock
Options.  For purposes of the preceding sentence, Incentive Stock
Options will be taken into account in the order in which they were granted, and
the Fair Market Value of the Shares will be determined as of the time of
grant.

     

    5.8 Termination of Employment or
Consulting Relationship or Directorship.  If a Participant
holds exercisable Options on the date his or her Continuous Status as an
Employee, Director or Consultant terminates (other than because of termination
due to Cause, but including death or Disability), the Participant may exercise
the Options that were vested and exercisable as of the date of termination until
the end of the original term or for a period set forth in the Award Agreement or
determined by the Committee.  If the Participant is not entitled to
exercise his or her entire Option at the date of such termination, the Shares
covered by the unexercisable portion of the Option will revert to the Plan,
unless otherwise set forth in the Award Agreement or determined by the
Committee.  The Committee may determine in its sole discretion that
such unexercisable portion of the Option will become exercisable at such times
and on such terms as the Committee may determine in its sole
discretion.  If the Participant does not exercise an Option within the
time specified above after termination, that Option will expire, and the Shares
covered by it will revert to the Plan, except as otherwise determined by the
Committee.

     

    ARTICLE
VI

     

    STOCK
APPRECIATION RIGHTS

     

    6.1 Grant and
Exercise.  The Committee may provide Stock Appreciation Rights
either alone or in addition to other Awards upon such terms and conditions as
the Committee may establish in its sole discretion.

     

    6.2 Terms and
Conditions.  Stock Appreciation Rights shall be subject to such
terms and conditions, not inconsistent with the provisions of the Plan, as shall
be determined from time to time by the Committee, including the
following:

     

    (a) Upon the
exercise of a Stock Appreciation Right, the holder shall have the right to
receive the excess of (i) the Fair Market Value of one Share on the date of
exercise or such other amount as the Committee shall so determine at any time
during a specified period before the date of exercise over (ii) the grant
price of the right on the date of grant, which, except in the case of Substitute
Awards or in connection with an adjustment provided in Section 12.2, shall
not be less than the Fair Market Value of one Share on such date of grant of the
right.

     

    (b) Upon the
exercise of a Stock Appreciation Right, payment shall be made in whole Shares or
cash as designated by the Committee.

     

    (c) The
provisions of Stock Appreciation Rights need not be the same with respect to
each recipient.

     

    (d) The
Committee may impose such other conditions or restrictions on the terms of
exercise and the exercise price of any Stock Appreciation Right, as it shall
deem appropriate.  In connection with the foregoing, the Committee
shall consider the applicability and effect of Section 162(m) of the
Code.  Notwithstanding the foregoing provisions of this
Section 6.2, but subject to Section 12.2, a Stock Appreciation Right
shall not have (i) an exercise price less than Fair Market Value on the
date of grant, or (ii) a term of greater than ten years.  In
addition to the foregoing, but subject to Section 12.2, the base amount of
any Stock Appreciation Right shall not be reduced after the date of
grant.

     

    6.3 Termination of Employment or
Consulting Relationship or Directorship.  If a Participant
holds exercisable Stock Appreciation Rights on the date his or her Continuous
Status as an Employee, Director or Consultant terminates (other than because of
termination due to Cause, but including death or Disability), the Participant
may exercise the Stock Appreciation Rights that were vested and exercisable as
of the date of termination until the end of the original term or for a
period  set forth in the Award Agreement or determined by the
Committee.  If the Participant is not entitled to exercise his or her
entire Stock Appreciation Right at the date of such termination, the Shares
covered by the unexercisable portion of the Stock Appreciation Right will revert
to the Plan, unless otherwise set forth in the Award Agreement or determined by
the Committee.  The Committee may determine in its sole discretion
that such unexercisable portion of the Stock Appreciation Right will become
exercisable at such times and on such terms as the Committee may determine in
its sole discretion.  If the Participant does not exercise a Stock
Appreciation Right within the time specified above after termination, that Stock
Appreciation Right will expire, and the Shares covered by it will revert to the
Plan, except as otherwise determined by the Committee.

     

    ARTICLE
VII

     

    RESTRICTED
STOCK AWARDS

     

    7.1 Grants.  Awards
of Restricted Stock may be issued hereunder to Participants either alone or in
addition to other Awards granted under the Plan (a "Restricted Stock
Award").  A Restricted Stock Award shall be subject to
restrictions imposed by the Committee covering a period of time specified by the
Committee (the "Restricted
Period").  The provisions of Restricted Stock Awards need not
be the same with respect to each recipient.  The Committee has
absolute discretion to determine whether any consideration (other than services)
is to be received by the Company or any Affiliate as a condition precedent to
the issuance of Restricted Stock.

     

    7.2 Award
Agreements.  The terms of any Restricted Stock Award granted
under the Plan shall be set forth in a written Award Agreement which shall
contain provisions determined by the Committee and not inconsistent with the
Plan.

     

    7.3 Rights of Holders of
Restricted Stock.  Except as otherwise provided in the Award
Agreement, beginning on the date of grant of the Restricted Stock Award and
subject to execution of the Award Agreement, the Participant shall become a
shareholder of the Company with respect to all Shares subject to the Award
Agreement and shall have all of the rights of a shareholder, including the right
to vote such Shares and the right to receive distributions made with respect to
such Shares; provided, however, the Award Agreement may provide that any Shares
or any other property (including cash) distributed as a dividend or otherwise
with respect to any Restricted Shares as to which the restrictions have not yet
lapsed may be subject to restrictions.

     

    ARTICLE
VIII

     

    OTHER
STOCK UNIT AWARDS

     

    8.1 Other Stock Unit
Awards.  Other Awards of Shares and other Awards that are
valued in whole or in part by reference to, or are otherwise based on, Shares or
other property ("Other Stock
Unit Awards") may be granted hereunder to Participants, either alone or
in addition to other Awards granted under the Plan, and such Other Stock Unit
Awards shall also be available as a form of payment in the settlement of other
Awards granted under the Plan.  Other Stock Unit Awards shall be paid
in Shares or cash.  Subject to the provisions of the Plan, the
Committee shall have sole and complete authority to determine the Employees,
Consultants and Directors to whom and the time or times at which such Other
Stock Unit Awards shall be made, the number of Shares to be granted pursuant to
such Awards, and all other conditions of the Awards.  The provisions
of Other Stock Unit Awards need not be the same with respect to each
recipient.

     

    8.2 Terms and
Conditions.  Shares (including securities convertible into
Shares) subject to Awards granted under this Article VIII may be issued for
no consideration or for such minimum consideration as may be required by
Applicable Law.  Shares (including securities convertible into Shares)
purchased pursuant to a purchase right awarded under this Article VIII
shall be purchased for such consideration as the Committee shall determine in
its sole discretion.

     

    ARTICLE
IX

     

    PERFORMANCE
AWARDS

     

    9.1 Terms of Performance
Awards.  Performance Awards may be issued hereunder to
Participants, for no consideration or for such minimum consideration as may be
required by Applicable Law, either alone or in addition to other Awards granted
under the Plan.  The performance criteria to be achieved during any
Performance Period and the length of the Performance Period shall be determined
by the Committee upon the grant of each Performance Award; provided, however,
that a Performance Period shall not be shorter than six months nor longer than
five years.  Except as provided in Article XI or as may be provided in
an Award Agreement, Performance Awards will be distributed only after the end of
the relevant Performance Period.  Performance Awards may be paid in
cash, Shares, other property, or any combination thereof, in the sole discretion
of the Committee at the time of payment.  The performance goals to be
achieved for each Performance Period shall be conclusively determined by the
Committee and may be based upon the criteria set forth in
Section 10.2.  The amount of the Award to be distributed shall be
conclusively determined by the Committee.  The terms of a Performance
Award may provide that the Performance Award will be paid in a lump sum or in
installments following the close of the Performance Period.

     

    ARTICLE
X

     

    CODE
SECTION 162(m) PROVISIONS

     

    10.1 Covered
Employees.  Notwithstanding any other provision of the Plan, if
the Committee determines at the time Restricted Stock, a Performance Award or an
Other Stock Unit Award is granted to a Participant who is, or is likely to be,
as of the end of the tax year in which the Company would claim a tax deduction
in connection with such Award, a Covered Employee, and that the deduction limit
of Section 162(m) of the Code would apply to such Award, then the Committee may
provide that this Article X is applicable to such Award.

     

    10.2 Performance
Criteria.  If Restricted Stock, a Performance Award or an Other
Stock Unit Award is subject to this Article X, then the lapsing of restrictions
thereon and the distribution of cash, Shares or other property pursuant thereto,
as applicable, shall be subject to the achievement of one or more objective
performance goals established by the Committee, which shall be based on the
attainment of specified levels of or growth of one or any combination of the
following factors, or an objective formula determined at the time of the Award
that is based on modified or unmodified calculations of one or any combination
of the following factors: net sales; pretax income before or after allocation of
corporate overhead and bonus; earnings per share; net income; division, group or
corporate financial goals; return on stockholders' equity; return on assets;
attainment of strategic and operational initiatives; appreciation in and/or
maintenance of the price of the Shares or any other publicly-traded securities
of the Company; market share; gross profits; earnings before taxes; earnings
before interest and taxes; earnings before interest, taxes, depreciation and
amortization ("EBITDA");
an adjusted formula of EBITDA determined by the Committee; economic value-added
models; comparisons with various stock market indices; reductions in costs,
and/or return on invested capital of the Company or any Affiliate, division or
business unit of the Company for or within which the Participant is primarily
employed.  Such performance goals also may be based solely by
reference to the Company's performance or the performance of an Affiliate,
division or business unit of the Company, or based upon the relative performance
of other companies or upon comparisons of any of the indicators of performance
relative to other companies.  Unless the Committee specifies otherwise
when it sets performance goals for an Award, objective adjustments shall be made
to any of the foregoing measures for items that will not properly reflect the
Company's financial performance for these purposes, such as the write-off of
debt issuance costs, pre-opening and development costs, gain or loss from asset
dispositions, asset or other impairment charges, litigation settlement costs,
and other non-routine items that  may occur during the Performance
Period.  Also, unless the  Committee determines otherwise in
setting the performance goals for an Award, such performance goals shall be
applied by excluding the impact of  (a) restructurings,
discontinued operations and charges for extraordinary items, (b) an event
either not directly related to the operations of the Company or not within the
reasonable control of the Company's management, or (c) a change in
accounting standards required by generally accepted accounting
principles.  Such performance goals shall be set by the Committee
within the time period prescribed by, and shall otherwise comply with the
requirements of, Section 162(m) of the Code, or any successor provision
thereto, and the regulations thereunder.

     

    10.3 Adjustments.  Notwithstanding
any provision of the Plan (other than Article XI), with respect to any
Restricted Stock, Performance Award or Other Stock Unit Award that is subject to
this Article X, the Committee may adjust downward, but not upward, the amount
payable pursuant to such Award, and the Committee may not waive the achievement
of the applicable performance goals, except in the case of the death or
Disability of the Participant or the occurrence of a Change of
Control.

     

    10.4 Determination of
Performance.  Prior to the vesting, payment, settlement or
lapsing of any restrictions with respect to any Restricted Stock, Performance
Award or Other Stock Unit Award that is subject to this Article X, the Committee
shall certify in writing that the applicable performance goals have been
achieved to the extent necessary for such Award to qualify as "performance based
compensation" within the meaning of Section 162(m)(4)(C) of the
Code.

     

    10.5 Restrictions.  The
Committee shall have the power to impose such other restrictions on Awards
subject to this Article X as it may deem necessary or appropriate to ensure that
such Awards satisfy all requirements for "performance-based compensation" within
the meaning of Section 162(m)(4)(C) of the Code, or which are not
inconsistent with such requirements.

     

    ARTICLE
XI

     

    CHANGE
OF CONTROL PROVISIONS

     

    11.1 Impact of Change of
Control.  The terms of any Award may provide in the Award
Agreement evidencing the Award, or the Committee may determine in its
discretion, that, upon a Change of Control of the Company, (a) Options and
Stock Appreciation Rights outstanding as of the date of the Change of Control
immediately vest and become exercisable in full or in part,
(b) restrictions and deferral limitations on Restricted Stock lapse and the
Restricted Stock becomes free of some or all restrictions and limitations and
becomes partially or fully vested, (c) Performance Awards shall be
considered to be earned and payable (either in full or pro-rata based on the
portion of Performance Period completed as of the date of the Change of
Control), and any deferral or other restriction shall lapse and such Performance
Awards shall be immediately settled or distributed, (d) the restrictions
and deferral limitations and other conditions applicable to any Other Stock Unit
Awards or any other Awards shall lapse in full or in part, and such Other Stock
Unit Awards or such other Awards shall become free of some or all restrictions,
limitations or conditions and become partially or fully vested and transferable,
and (e) such other additional benefits, changes or adjustments as the
Committee deems appropriate shall apply, subject in each case to any terms and
conditions contained in the Award Agreement evidencing such
Award.  Notwithstanding any other provision of the Plan, the
Committee, in its discretion, may determine that, upon the occurrence of a
Change of Control of the Company, (a) each Option and Stock Appreciation Right
shall remain exercisable for only a limited period of time determined by the
Committee (provided that they remain exercisable for at least 30 days after
notice of such action is given to the Participants), or (b) each Option and
Stock Appreciation Right outstanding shall terminate within a period specified
in a notice to the Participant, and such Participant shall receive, with respect
to each Share subject to such Option or Stock Appreciation Right, an amount
equal to the excess of the Fair Market Value of such Share immediately prior to
the occurrence of such Change of Control over the exercise price per share of
such Option and/or Stock Appreciation Right; such amount to be payable in cash,
in one or more kinds of stock or property (including the stock or property, if
any, payable in the transaction) or in a combination thereof, as the Committee,
in its discretion, shall determine.  Notwithstanding the foregoing and
the provisions of Section 11.2, the Committee will take no action that would
subject any Participant to a penalty tax under Section 409A of the
Code.

     

    11.2 Assumption Upon Change of
Control.  The terms of any Award Agreement may also provide
that, if in the event of a Change of Control the successor company assumes or
substitutes for an Option, Stock Appreciation Right, Share of Restricted Stock
or Other Stock Unit Award, then each outstanding Option, Stock Appreciation
Right, Share of Restricted Stock or Other Stock Unit Award need not be
accelerated as described in Sections 11.1(a), (b) and (d).  For
the purposes of this Section 11.2, an Option, Stock Appreciation Right,
Share of Restricted Stock or Other Stock Unit Award shall be considered assumed
or substituted for if following the Change of Control the award confers the
right to purchase or receive, for each Share subject to the Option, Stock
Appreciation Right, Restricted Stock Award or Other Stock Unit Award immediately
prior to the Change of Control, the consideration (whether stock, cash or other
securities or property) received in the transaction constituting a Change of
Control by holders of Shares for each Share held on the effective date of such
transaction (and if holders were offered a choice of consideration, the type of
consideration chosen by the holders of a majority of the outstanding shares);
provided, however, that if such consideration received in the transaction
constituting a Change of Control is not solely common stock of the successor
company, the Committee may, with the consent of the successor company, provide
that the consideration to be received upon the exercise or vesting of an Option,
Stock Appreciation Right, Restricted Stock Award or Other Stock Unit Award, for
each Share subject thereto, will be solely common stock of the successor company
substantially equal in fair market value to the per share consideration received
by holders of Shares in the transaction constituting a Change of
Control.  The determination of such substantial equality of value of
consideration shall be made by the Committee in its sole discretion and its
determination shall be conclusive and binding.  Any assumption or
substitution of an Incentive Stock Option will be made in a manner that will not
be considered a "modification" under the provisions of Section 424(h)(3) of the
Code.  Notwithstanding the foregoing, an Award Agreement may provide
that in the event of a termination of a Participant's employment in such
successor company within a specified time period following such Change of
Control, all or part of any such Award held by such Participant at the time of
the Change of Control shall be accelerated as described in
Sections 11.1(a), (b) and (d) above.

     

    ARTICLE
XII

     

    GENERALLY
APPLICABLE PROVISIONS

     

    12.1 Amendment and Modification
of the Plan.  The Board may, from time to time, alter, amend,
suspend or terminate the Plan as it shall deem advisable, subject to any
requirement for stockholder approval imposed by Applicable Law; provided that
the Board may not amend the Plan in any manner that would result in
noncompliance with Rule 16b-3 of the Exchange Act; and further provided that the
Board may not, without the approval of the Company's stockholders, amend the
Plan to (a) increase the number of Shares that may be the subject of Awards
under the Plan (except for adjustments pursuant to Section 12.2),
(b) expand the types of awards available under the Plan,
(c) materially expand the class of persons eligible to participate in the
Plan, (d) amend any provision of Section 5.3, (e) increase the
maximum permissible term of any Option specified by Section 5.4, or
(f) amend any provision of Section 3.2.  In addition, no
amendments to, or termination of, the Plan (other than by reason of the failure
of stockholders to approve the Plan in the manner set forth in Section 13.12)
shall in any way impair the rights of a Participant under any Award previously
granted without such Participant's consent.

     

    12.2 Adjustments.  In
the event of any merger, reorganization, consolidation, recapitalization,
dividend or distribution (whether in shares or other property, but excluding any
cash dividend or distribution), stock split, reverse stock split, spin-off or
similar transaction or other change in corporate structure affecting the Shares
or the value thereof, the Committee shall make equitable, proportionate and
appropriate adjustments and other substitutions to the Plan and to Awards,
including such equitable, proportionate and appropriate adjustments in the
aggregate number, class and kind of securities that may be delivered under the
Plan and, in the aggregate or to any one Participant, in the number, class, kind
and option or exercise price of securities subject to outstanding Awards granted
under the Plan (including, if the Committee deems appropriate, the substitution
of similar options to purchase the shares of, or other awards denominated in the
shares of, another company); provided, however, that the number of Shares
subject to any Award shall always be a whole number.  Adjustments
under this Section 12.2 shall be made by the Committee, whose determination as
to what adjustments shall be made, and the extent thereof, shall be final,
binding and conclusive.  Where an adjustment under this Section 12.2
is made to an Incentive Stock Option, the adjustment will be made in a manner
which will not be considered a "modification" under the provisions of Sections
409A or 424(h)(3) of the Code.

     

    12.3 Transferability of
Awards.  Except as provided below, and except as otherwise
authorized by the Committee in an Award Agreement, no Award, and no Shares
subject to Awards that have not been issued or as to which any applicable
restriction, performance or deferral period has not lapsed, may be sold,
assigned, transferred, pledged or otherwise encumbered, other than by will or
the laws of descent and distribution, and such Award may be exercised during the
life of the Participant only by the Participant or the Participant's guardian or
legal representative.  Notwithstanding the foregoing, to the extent
that the Committee so authorizes in the Award Agreement or otherwise, an Award
other than an Incentive Stock Option may be assigned, in whole or in part,
during the Participant's lifetime to one or more Family Members of the
Participant.  Rights under the assigned portion may be exercised by
the Family Member(s) who acquire a proprietary interest in such Award pursuant
to the assignment.  The terms applicable to the assigned portion shall
be the same as those in effect for the Award immediately before such assignment
and shall be set forth in such documents issued to the assignee as the Committee
deems appropriate.

     

    (a) Designation of
Beneficiary.  A Participant may file a written designation of a
beneficiary who is to receive any Awards that remain unexercised in the event of
the Participant's death.  If a Participant is married and the
designated beneficiary is not the spouse, spousal consent will be required for
the designation to be effective.  The Participant may change such
designation of beneficiary at any time by written notice to the Committee,
subject to the above spousal consent requirement.

     

    (b) Effect of No
Designation.  If a Participant dies and there is no beneficiary
validly designated and living at the time of the Participant's death, the
Company will deliver such Participant's Awards to the executor or administrator
of his or her estate, or if no such executor or administrator has been appointed
(to the knowledge of the Company), the Company, in its discretion, may deliver
such Awards to the spouse or to any one or more dependents or relatives of the
Participant, or if no spouse, dependent or relative is known to the Company,
then to such other person as the Company may designate.

     

    (c) Death of Spouse or
Dissolution of Marriage.  If a Participant designates his or
her spouse as beneficiary, that designation will be deemed automatically revoked
if the Participant's marriage is later dissolved.  Similarly, any
designation of a beneficiary will be deemed automatically revoked upon the death
of the beneficiary if the beneficiary predeceases the
Participant.  Without limiting the generality of the preceding
sentence, the interest in Awards of a spouse of a Participant who has
predeceased the Participant or whose marriage has been dissolved will
automatically pass to the Participant, and will not be transferable by such
spouse in any manner, including but not limited to such spouse's will, nor will
any such interest pass under the laws of intestate succession.

     

    12.4 Termination of
Employment.  The Committee shall determine and set forth in
each Award Agreement whether any Awards granted in such Award Agreement will
continue to be exercisable, and the terms of such exercise, on and after the
date that a Participant's Continuous Status as an Employee, Director or
Consultant ceases, whether by reason of death, disability, voluntary or
involuntary termination of employment or services, or otherwise.  The
date of termination of a Participant's Continuous Status as an Employee,
Director or Consultant will be determined by the Committee, which determination
will be final.

     

    12.5 Dividend
Equivalents.  Subject to the provisions of the Plan and any
Award Agreement, the recipient of an Award (including any deferred Award) may,
if so determined by the Committee, be entitled to receive, currently or on a
deferred basis, cash, stock or other property dividends, or cash payments in
amounts equivalent to stock or other property dividends on Shares ("Dividend Equivalents") with
respect to the number of Shares covered by the Award, as determined by the
Committee, in its sole discretion, and the Committee may provide that such
amounts (if any) shall be deemed to have been reinvested in additional Shares or
otherwise reinvested.

     

    ARTICLE
XIII

     

    MISCELLANEOUS

     

    13.1 Tax
Withholding.  The Company shall have the right to make all
payments or distributions pursuant to the Plan to a Participant (or to the
Participant's executors, administrators, guardian, beneficiary, or legal
representative, or Family Members) (any such person, a "Payee") net of any applicable
Federal, State and local taxes required to be paid or withheld as a result of
(a) the grant of any Award, (b) the exercise of an Option or Stock
Appreciation Rights, (c) the delivery of Shares or cash, (d) the lapse
of any restrictions in connection with any Award, or (e) any other event
occurring pursuant to the Plan.  The Company or any Affiliate shall
have the right to withhold from wages or other amounts otherwise payable to such
Payee such withholding taxes as may be required by law, or to otherwise require
the Payee to pay such withholding taxes.  If the Payee shall fail to
make such tax payments as are required, the Company or its Affiliates shall, to
the extent permitted by law, have the right to deduct any such taxes from any
payment of any kind otherwise due to such Payee or to take such other action as
may be necessary to satisfy such withholding obligations.  The
Committee shall be authorized to establish procedures for election by
Participants to satisfy such obligation for the payment of such taxes by
tendering previously acquired Shares (either actually or by attestation, valued
at their then Fair Market Value) that have been owned for a period of at least
six months (or such other period to avoid accounting charges against the
Company's earnings), or by directing the Company to retain Shares (up to the
employee's minimum required tax withholding rate) otherwise deliverable in
connection with the Award.  If Shares acquired upon exercise of any
Incentive Stock Option are disposed of in a disposition that, under Section 422
of the Code, disqualifies the holder from the application of Section 421(a) of
the Code, the holder of the Shares immediately before the disposition will
comply with any requirements imposed by the Company in order to enable the
Company to secure the related income tax deduction to which it is entitled in
such event.

     

    13.2 Right of Discharge Reserved;
Claims to Awards.  Nothing in the Plan nor the grant of an
Award hereunder shall confer upon any Employee, Consultant or Director the right
to continue in the employment or service of the Company or any Affiliate or
affect any right that the Company or any Affiliate may have to terminate the
employment or service of (or to demote or to exclude from future Awards under
the Plan) any such Employee, Consultant or Director at any time for any
reason.  The Company shall not be liable for the loss of existing or
potential profit from an Award granted in the event of termination of an
employment or other relationship.  No Employee or Participant shall
have any claim to be granted any Award under the Plan, and there is no
obligation for uniformity of treatment of Employees or Participants under the
Plan.

     

    13.3 Prospective
Recipient.  The prospective recipient of any Award under the
Plan shall not, with respect to such Award, be deemed to have become a
Participant, or to have any rights with respect to such Award, until and unless
such recipient shall have executed an agreement or other instrument evidencing
the Award and delivered a copy thereof to the Company, and otherwise complied
with the then applicable terms and conditions.

     

    13.4 Cancellation of
Award.  Notwithstanding anything to the contrary contained
herein, all outstanding Awards granted to any Participant may be canceled in the
discretion of the Committee if the Participant's Continuous Status as an
Employee, Director or Consultant is terminated for Cause, or if, after the
termination of the Participant's Continuous Status as an Employee, Director, or
Consultant, the Committee determines that Cause existed before such
termination.

     

    13.5 Stop Transfer
Orders.  All certificates for Shares delivered under the Plan
pursuant to any Award shall be subject to such stop-transfer orders and other
restrictions as the Committee may deem advisable under the provisions of this
Plan, the rules, regulations and other requirements of the Securities and
Exchange Commission, any stock exchange upon which the Shares are then listed,
and any applicable federal or state securities law, and the Committee may cause
a legend or legends to be put on any such certificates to make appropriate
reference to such restrictions.

     

    13.6 Nature of
Payments.  All Awards made pursuant to the Plan are in
consideration of services performed or to be performed for the Company or any
Affiliate, division or business unit of the Company.  Any income or
gain realized pursuant to Awards under the Plan and any Stock Appreciation
Rights constitute a special incentive payment to the Participant and shall not
be taken into account, to the extent permissible under Applicable Law, as
compensation for purposes of any of the employee benefit plans of the Company or
any Affiliate except as may be determined by the Committee or by the Board or
board of directors of the applicable Affiliate.

     

    13.7 Other
Plans.  Nothing contained in the Plan shall prevent the Board
from adopting other or additional compensation arrangements, subject to
stockholder approval if such approval is required; and such arrangements may be
either generally applicable or applicable only in specific cases.

     

    13.8 Severability.  If
any provision of the Plan shall be held unlawful or otherwise invalid or
unenforceable in whole or in part by a court of competent jurisdiction, such
provision shall (a) be deemed limited to the extent that such court of
competent jurisdiction deems it lawful, valid and/or enforceable and as so
limited shall remain in full force and effect, and (b) not affect any other
provision of the Plan or part thereof, each of which shall remain in full force
and effect.  If the making of any payment or the provision of any
other benefit required under the Plan shall be held unlawful or otherwise
invalid or unenforceable by a court of competent jurisdiction, such
unlawfulness, invalidity or unenforceability shall not prevent any other payment
or benefit from being made or provided under the Plan, and if the making of any
payment in full or the provision of any other benefit required under the Plan in
full would be unlawful or otherwise invalid or unenforceable, then such
unlawfulness, invalidity or unenforceability shall not prevent such payment or
benefit from being made or provided in part, to the extent that it would not be
unlawful, invalid or unenforceable, and the maximum payment or benefit that
would not be unlawful, invalid or unenforceable shall be made or provided under
the Plan.

     

    13.9 Construction.  All
references in the Plan to "Section," "Sections," or "Article" are intended to refer
to the Section, Sections or Article, as the case may be, of the
Plan.  As used in the Plan, the words "include" and "including," and variations
thereof, shall not be deemed to be terms of limitation, but rather shall be
deemed to be followed by the words "without
limitation."

     

    13.10 Unfunded Status of the
Plan.  The Plan is intended to constitute an "unfunded" plan for incentive
and deferred compensation.  With respect to any payments not yet made
to a Participant by the Company, nothing contained herein shall give any such
Participant any rights that are greater than those of a general creditor of the
Company.  In its sole discretion, the Committee may authorize the
creation of trusts or other arrangements to meet the obligations created under
the Plan to deliver the Shares or payments in lieu of or with respect to Awards
hereunder; provided, however, that the existence of such trusts or other
arrangements is consistent with the unfunded status of the Plan.

     

    13.11 Governing
Law.  The Plan and all determinations made and actions taken
thereunder, to the extent not otherwise governed by the Code or the laws of the
United States, shall be governed by the laws of the State of Delaware and
construed accordingly.

     

    13.12 Effective Date of Plan;
Termination of Plan.  The Plan shall be effective on the date
of its adoption by the Board, subject to the approval of the Plan, within 12
months thereafter, by affirmative votes representing a majority of the votes
cast under Applicable Laws at a duly constituted meeting of the stockholders of
the Company or by written consent of stockholders holding a majority of the
issued and outstanding Shares.  After the adoption of this Plan by the
Board, Awards may be made, but all such Awards shall be subject to stockholder
approval of this Plan in accordance with the first sentence of this Section
13.12, and no Options or Stock Appreciation Rights may be exercised prior to
such stockholder approval of the Plan.  If the stockholders do not
approve this Plan in the manner set forth in the first sentence of this Section
13.12, this Plan, and all Awards granted hereunder, shall be null and void and
of no effect.  Awards may be granted under the Plan at any time and
from time to time on or prior to the tenth anniversary of the effective date of
the Plan (unless the Board sooner suspends or terminates the Plan under Section
12.1), on which date the Plan will expire except as to Awards then outstanding
under the Plan.  Notwithstanding the foregoing, unless affirmative
votes representing a majority of the votes cast under Applicable Laws approve
the continuation of Article X at the first duly constituted meeting of the
stockholders of the Company that occurs in the fifth year following the later of
(i) the effective date of this Plan, or (ii) the then most recent re-approval of
the continuation of Article X of the Plan, no
Awards other than Options or Stock Appreciation Rights shall be made to Covered
Employees following the date of such meeting.  Except as set forth in
the third sentence of this Section 13.12, outstanding Awards shall remain in
effect until they have been exercised or terminated, or have
expired.

     

    13.13 Foreign
Employees.  Awards may be granted to Participants who are
foreign nationals or employed outside the United States, or both, on such terms
and conditions different from those applicable to Awards to Employees employed
in the United States as may, in the judgment of the Committee, be necessary or
desirable in order to recognize differences in local law or tax
policy.  The Committee also may impose conditions on the exercise or
vesting of Awards in order to minimize the Company's obligation with respect to
tax equalization for Employees on assignments outside their home
country.

     

    13.14 Effect on Prior
Plan.  On the approval of this Plan by the stockholders of the
Company in the manner set forth in Section 13.12, the Prior Plan shall be
cancelled and no further grants or awards shall be made under the Prior
Plan.  Grants and awards made under the Prior Plan before the date of
such cancellation, however, shall continue in effect in accordance with their
terms.

     

    13.15 Section 409A of the
Code.  The Committee shall take no action under this Plan that
would subject a Participant to a penalty tax under Section 409A of the
Code.

     

    13.16 Other Company Compensation
Plans.  Shares available for Awards under the Plan may be used
by the Company as a form of payment of compensation under other Company
compensation plans, whether or not existing on the date hereof.  To
the extent any Shares are used as such by the Company, such Shares will reduce
the then number of Shares available under Article III of the Plan for
future Awards.

     

    13.17 Captions.  The
captions in the Plan are for convenience of reference only, and are not intended
to narrow, limit or affect the substance or interpretation of the provisions
contained herein.