exhibit.htm


     

     

    

      
        
           


        

        
           


          
            

          

        

        
           


        

      

      Exhibit
10.1

      IPG
PHOTONICS CORPORATION

      NON-EMPLOYEE DIRECTORS STOCK
PLAN

      (As amended April 2,
2010)

       

      IPG
Photonics Corporation has established this IPG Photonics Corporation
Non-Employee Directors Stock Plan to attract and retain Non-Employee Directors
of IPG Photonics Corporation.

       

      1. DEFINITIONS

       

      The
following terms shall have the following meanings unless the context indicates
otherwise:

       

      
        	
                1.1.  

              	
                "Award" shall mean a
      Stock Option, a SAR, a Stock Award, a Stock Unit, or a Cash
      Award.

              


      

       

      
        	
                1.2.  

              	
                "Award Agreement" shall
      mean a written agreement between the Company and a Participant that
      establishes the terms, conditions, restrictions and/or limitations
      applicable to an Award, in addition to those established by the Plan and
      by the Board.

              


      

       

      
        	
                1.3.  

              	
                "Board" shall mean the
      Board of Directors of the Company.

              


      

       

      
        	
                1.4.  

              	
                "Cause" shall have the
      meaning set forth in any written agreement between the Participant and the
      Company.  If there is no written agreement between the
      Participant and the Company, or if such agreement does not define "Cause,"
      then "Cause" shall have the meaning specified in the Award Agreement;
      provided, that if the Award Agreement does not so specify, "Cause" shall
      mean, as determined by the Board in its sole discretion, the
      Participant:  (i) engages in conduct that cause financial or
      reputational injury to the Company; (ii) engages in any act of dishonesty
      or misconduct that results in damage to the Company, or its business or
      reputation or that the Board determines to adversely affect the value,
      reliability or performance of the Participant to the Company; (iii)
      refuses or fails to substantially comply with the human resources rules,
      policies, directions and/or restrictions relating to harassment and/or
      discrimination, or with compliance or risk management rules, policies,
      directions and/or restrictions of the Company; or (iv) fails to cooperate
      with the Company in any internal investigation or administrative,
      regulatory or judicial proceeding.  If any part of the
      definition of Cause set forth in clauses (i) through (iv) above is deemed
      applicable to a Participant, this shall not preclude or prevent the
      reliance by the Company or the Board on any other part of the preceding
      sentence that also may be applicable.  An act or omission is
      "willful" for this purpose if it was knowingly done, or knowingly omitted
      to be done, by the Participant not in good faith and without reasonable
      belief that the act or omission was in the best interest of the
      Company.

              


      

       

      
        	
                1.5.  

              	
                "Change in Control of the
      Company" shall mean the occurrence of any one or more of the
      following:

              


      

       

      
        	
                (a)  

              	
                Any
      "person" (as such term is defined in Section 3(a)(9) of the Exchange Act
      and as used in Sections 13(d)(3) and 14(d)(2) of the Exchange Act),
      including a "group" (as defined in Section 13(d)(3) of the Exchange Act),
      other than (i) the Company, (ii) any wholly-owned subsidiary of the
      Company, or (iii) any employee benefit plan (or related trust) sponsored
      or maintained by the Company or any Affiliate, becomes a "beneficial
      owner" (as defined in Rule 13d-3 under the Exchange Act), directly or
      indirectly, of securities of the Company having fifty percent (50%) or
      more of the combined voting power of the then-outstanding securities of
      the Company that may be cast for the election of directors of the Company
      (other than as a result of an issuance of securities initiated by the
      Company in the ordinary course of business) (the "Company Voting
      Securities"); provided, however, that the event described in this
      paragraph (a) shall not be deemed to be a Change in Control by virtue of
      any underwriter temporarily holding securities pursuant to an offering of
      such securities;

              


      

       

      
        	
                (b)  

              	
                During
      any period of two consecutive years, individuals who at the beginning of
      any such period constitute the Board (the "Incumbent Directors") cease for
      any reason to constitute at least a majority of the Board, unless the
      election, or the nomination for election by the stockholders of the
      Company, of each new director of the Company during such period was
      approved by a vote of at least two-thirds of the Incumbent Directors then
      still in office;

              


      

       

      
        	
                (c)  

              	
                As
      the result of, or in connection with, any cash tender or exchange offer,
      merger or other business combination, sale of all or substantially all of
      the assets or contested election, or any combination of the foregoing
      transactions, less than a majority of the combined voting power of the
      then-outstanding securities of the Company or any successor corporation or
      entity entitled to vote generally in the election of the directors of the
      Company or such other corporation or entity after such transaction is held
      in the aggregate by the holders of the securities of the Company entitled
      to vote generally in the election of directors of the Company immediately
      prior to such transaction; or

              


      

       

      
        	
                (d)  

              	
                The
      shareholders of the Company approve a plan of complete liquidation of the
      Company.

              


      

       

      Notwithstanding
the foregoing, a Change in Control shall not be deemed to occur solely because
any person acquires beneficial ownership of more than fifty percent (50%) of the
Company Voting Securities as a result of the acquisition of Company Voting
Securities by the Company which reduces the number of Company Voting Securities
outstanding; provided, however, that if after such acquisition by the Company
such person becomes the beneficial owner of additional Company Voting Securities
that increases the percentage of outstanding Company Voting Securities
beneficially owned by such person, a Change in Control transaction shall then
occur.

       

      
        	
                 
      

              	
                Notwithstanding
      the foregoing, to the extent necessary to avoid subjecting Participants to
      interest and additional tax under Section 409A of the Code, no "Change in
      Control" will be deemed to occur unless and until paragraph (a), (b), (c)
      or (d), above, and the preceding paragraph are satisfied and Section
      409A(a)(2)(A)(v) of the Code is
satisfied.

              


      

       

      
        	
                1.6.  

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

              


      

       

      
        	
                1.7.  

              	
                "Committee" shall mean
      (i) the Board or (ii) a committee or subcommittee of the Board appointed
      by the Board from among its members.  The Committee may be the
      Board's Compensation Committee.  Unless the Board determines
      otherwise, the Committee shall be comprised solely of not less than two
      members who each shall qualify as a "Non-Employee Director" within the
      meaning of Rule 16b-3(b)(3) (or any successor rule) under the Exchange
      Act.

              


      

       

      
        	
                1.8.  

              	
                "Common Stock" shall
      mean the voting, common stock, $0.0001 par value per share, of the
      Company.

              


      

       

      
        	
                1.9.  

              	
                "Company" shall mean
      IPG Photonics Corporation, a Delaware
  corporation.

              


      

       

      
        	
                1.10.  

              	
                "Disability" means the
      total and permanent disability of a Participant (incurred while in the
      active service of the Company) based on proof satisfactory to the
      Board.  Total and permanent disability shall be as defined in
      the Company’s long-term disability plan, if any, or as otherwise provided
      by the Company.

              


      

       

      Notwithstanding
the foregoing, to the extent necessary to avoid subjecting an
individual  to interest and additional tax under Section 409A of the
Code, such individual shall not be deemed to have a Disability unless and until
Section 409A(a)(2)(C) is satisfied.

       

      
        	
                1.11.  

              	
                "Dividend Equivalent
      Right" shall mean the right to receive an amount equal to the
      amount of any dividend paid with respect to a share of Common Stock
      multiplied by the number of shares of Common Stock underlying or with
      respect to a Stock Option, a SAR, or a Stock Unit, and which shall be
      payable in cash, in Common Stock, or in the form of Stock Units, or a
      combination of any or all of the
foregoing.

              


      

       

      
        	
                1.12.  

              	
                "Effective Date" shall
      mean the date on which the Plan is adopted by the
  Board.

              


      

       

      
        	
                1.13.  

              	
                "Exchange Act" shall
      mean the Securities Exchange Act of 1934, as amended from time to time,
      including applicable regulations
thereunder.

              


      

       

      
        	
                1.14.  

              	
                “Fair Market Value of the
      Common Stock" shall mean:

              


      

       

      
        	
                (a)  

              	
                if
      the Common Stock is readily tradeable on a national securities exchange or
      other market system, the closing price of the Common Stock on the date of
      calculation (or on the last preceding trading date if Common Stock was not
      traded on such date), or

              


      

       

      
        	
                (b)  

              	
                if
      the Common Stock is not readily tradeable on a national securities
      exchange or other market system, the value as determined in good faith by
      the Board.

                 

                 

                 

                 

                 

                 

                 

              


      

       

      
        
          

        

      

      
        
           

           

        

      

      
        	
                1.15.  

              	
                "Non-Employee Director"
      shall mean a member of the Board who is not an employee of the Company or
      any of its affiliates.

              


      

       

      
        	
                1.16.  

              	
                "Nonqualified Stock
      Option" shall mean a Stock Option that does not qualify as an
      "incentive stock option" as such term is used in Code Section
      422.

              


      

       

      
        	
                1.17.  

              	
                “Nonvoting Stock” shall
      mean the capital stock of any class or classes having no voting power to
      elect the directors of a
corporation.

              


      

       

      
        	
                1.18.  

              	
                "Participant" shall
      mean any Non-Employee Director to whom an Award has been granted by the
      Board under the Plan.

              


      

       

      
        	
                1.19.  

              	
                "Plan" shall mean the
      IPG Photonics Corporation Non-Employee Directors Stock Plan, as
      amended.

              


      

       

      
        	
                1.20.  

              	
                "Recapitalization" shall
      mean any stock split, stock dividend, recapitalization, combination of
      shares, exchange of shares or other change affecting the Company’s
      outstanding shares of capital stock as a class without the Company’s
      receipt of consideration.

              


      

       

      
        	
                1.21.  

              	
                "Reorganization" shall
      mean any of the following:  (a) a merger or consolidation
      in which the Company is not the surviving entity; (b) a sale,
      transfer or other disposition of all or substantially all of the Company’s
      assets; (c) a reverse merger in which the Company is the surviving
      entity but in which the Company’s outstanding voting securities are
      transferred in whole or in part to a person or persons different from the
      persons holding those securities immediately prior to the merger; or
      (d) any transaction effected primarily to change the state in which
      the Company is incorporated or to create a holding company
      structure.

              


      

       

      
        	
                1.22.  

              	
                "Retirement" means
      termination of Service (other than removal for Cause, death or Disability)
      after completion of eight or more years of Service as a director, only if
      the Non-Employee Director shall provide Services until the end of a full
      one-year term (which for this purpose is until the next annual meeting of
      shareholders) or, in the event of a classified board of directors in which
      a class of directors is elected by shareholders and where a retiring
      director may be serving a multi-year term, until the end of  a
      full year of such term (which for this purpose is until the next annual
      meeting of shareholders).

              


      

       

      
        	
                1.23.  

              	
                "SAR" shall mean a
      grant by the Board to a Participant of a stock appreciation right as
      described in Section 7 below.

              


      

       

      
        	
                1.24.  

              	
                "Service" shall mean
      the provision of services to the Company as a member of the Board of
      Directors of the Company.

              


      

       

      
        	
                1.25.  

              	
                "Stock" shall mean the
      shares of capital stock of the
Company.

              


      

       

      
        	
                1.26.  

              	
                "Stock Award" shall
      mean a grant by the Board to a Participant of an Award of Common Stock as
      described in Section 8.1 below.

              


      

       

      
        	
                1.27.  

              	
                "Stock Option" shall
      mean a grant by the Board to a Participant of an option to purchase Common
      Stock as described in Section 6
below.

              


      

       

      
        	
                1.28.  

              	
                "Stock Unit" shall mean
      a grant by the Board to a Participant of an Award as described in Section
      8.2 below.

              


      

       

      
        	
                1.29.  

              	
                "Treasury Regulations"
      shall mean the regulations promulgated under the Code by the United
      States Department of the Treasury, as amended from time to
      time.

              


      

       

      
        	
                1.30.  

              	
                "Vest" shall
      mean:

              


      

       

      
        	
                (a)  

              	
                with
      respect to Stock Options and SARs, when the Stock Option or SAR (or a
      portion of such Stock Option or SAR) first becomes exercisable and remains
      exercisable subject to the terms and conditions of such Stock Option or
      SAR; or

              


      

       

      
        	
                (b)  

              	
                with
      respect to Awards other than Stock Options and SARs, when the Participant
      has:

              


      

       

      
        	
                (i)  

              	
                an
      unrestricted right, title and interest to receive the compensation
      (whether payable in Common Stock, cash or a combination of both)
      attributable to an Award (or a portion of such Award) or to otherwise
      enjoy the benefits underlying such Award;
and

              


      

       

      
        	
                (ii)  

              	
                a
      right to transfer an Award subject to no Company-imposed restrictions or
      limitations other than restrictions and/or limitations imposed by Section
      10 below.

              


      

       

      
        	
                1.31.  

              	
                "Vesting Date" shall
      mean the date or dates on which an Award
Vests.

              


      

       

      
        	
                1.32.  

              	
                "Voting Stock" shall
      mean the capital stock of any class or classes having general voting power
      under ordinary circumstances, in the absence of contingencies, to elect
      the directors of a corporation.

              


      

       

      2. TERM OF PLAN.  The
Plan shall be effective as of the Effective Date.  The Plan shall
terminate on the 10th anniversary of the Effective Date, unless sooner
terminated by the Board under Section 13.1 below.

       

      3. ELIGIBILITY
AND PARTICIPATION

       

      
        	
                3.1.  

              	
                Eligibility.  All
      Non-Employee Directors shall be eligible to participate in the Plan and to
      receive Awards.

              


      

       

      
        	
                3.2.  

              	
                Participation.  Participants
      shall consist of such Non-Employee Directors as the Board in its sole
      discretion designates to receive Awards under the
  Plan.

              


      

       

      4. ADMINISTRATION

       

      
        	
                4.1.  

              	
                Responsibility.  The
      Board shall have the responsibility, in its sole discretion, to control,
      operate, manage and administer the Plan in accordance with its
      terms.

              


      

       

      
        	
                4.2.  

              	
                Award
      Agreement.  Each Award granted under the Plan shall be
      evidenced by an Award Agreement; provided, however, that
      in the event of any conflict between a provision of the Plan and any
      provision of an Award Agreement, the provision of the Plan shall
      prevail.

              


      

       

      
        	
                4.3.  

              	
                Authority of the
      Board.  The Board shall have all the discretionary
      authority that may be necessary or desirable to enable it to discharge its
      responsibilities with respect to the
Plan.

              


      

       

      
        	
                4.4.  

              	
                Delegation of
      Authority.  The Board may delegate to the Committee all
      or any part of its authority under the Plan.  To the extent of
      any such delegation, references in the Plan to the Board will be deemed to
      be references to the Committee.

              


      

       

      
        	
                4.5.  

              	
                Determinations and
      Interpretations by the Board.  All determinations and
      interpretations made by the Board shall be binding and conclusive on all
      Participants and their heirs, successors, and legal
      representatives.

              


      

       

      
        	
                4.6.  

              	
                Liability.  No
      member of the Board, no member of the Committee and no employee of the
      Company shall be liable for (a) any act or failure to act hereunder,
      except in circumstances involving his or her gross negligence or willful
      misconduct, or (b) any act or failure to act hereunder by any other member
      or employee or by any agent to whom duties in connection with the
      administration of the Plan have been delegated.

                 

                 

                 

                 

                 

                 

                 

              


      

       

      
        
          2

        

        
           

          
            

          

        

        
           

        

      

      
        	
                4.7.  

              	
                Indemnification.  Each
      person who is or has been a member of the Committee or the Board, and any
      individual or individuals to whom the Board has delegated authority under
      this Section 4, will be indemnified and held harmless by the Company from
      and against any loss, cost, liability, or expense that may be imposed upon
      or reasonably incurred by him or her in connection with or as a result of
      any claim, action, suit or proceeding to which he or she may be a party or
      in which he or she may be involved by reason of any action taken, or
      failure to act with respect to their duties on behalf of, under the Plan,
      except in circumstances involving such person's gross negligence or
      willful misconduct.  Each such person will also be indemnified
      and held harmless by the Company from and against any and all amounts paid
      by him or her in a settlement approved by the Company, or paid by him or
      her in satisfaction of any judgment, of or in a claim, action, suit or
      proceeding against him or her and described in the previous sentence, so
      long as he or she gives the Company an opportunity, at its own expense, to
      handle and defend the claim, action, suit or proceeding before he or she
      undertakes to handle and defend it.  The foregoing right of
      indemnification will not be exclusive of or limit any other rights of
      indemnification to which a person who is or has been a member of the
      Committee or the Board may be entitled under the Articles of Incorporation
      or By-Laws of the Company, as a matter of law, agreement or otherwise,
      including but not limited to any indemnification agreement between an
      indemnified person hereunder and the Company as it may be amended from
      time to time, or any power that the Company may have to indemnify him or
      her or hold him or her harmless.  Any person entitled to
      indemnification under this Section shall have the right to elect to be
      indemnified under this Section or any other arrangement or agreement
      pursuant to which such person is entitled to indemnification from the
      Company, or any combination
thereof.

              


      

       

      5. SHARES
SUBJECT TO PLAN

       

      
        	
                5.1.  

              	
                Available
      Shares.  At any given time, the maximum number of shares
      of Common Stock that may be issued or transferred to Participants under
      the Plan will be 0.75% of the number of Company shares outstanding (on a
      fully-diluted basis) at the end of the plan year preceding the
      then-current plan year, or on January 1, 2006, whichever is greater,
      subject to adjustments made in accordance with Section 5.2
      below.  Notwithstanding the foregoing, the maximum number of
      shares of Common Stock that may be issued or transferred to Participants
      under the Plan shall be 486,666 shares.   Shares of Common
      Stock issued or transferred under the Plan may be either authorized or
      unissued shares, shares of issued stock held in the Company's treasury, or
      a combination of both, at the discretion of the Company.  Any
      shares of Common Stock underlying an Award which terminate by reason of
      expiration, forfeiture, cancellation or otherwise without the issuance of
      such shares shall again be available under the Plan.  Awards
      that are payable only in cash are not subject to this Section
      5.1.

              


      

       

      
        	
                5.2.  

              	
                Adjustment to
      Shares.  If there is any change in the Common Stock of
      the Company, through merger, consolidation, Reorganization,
      Recapitalization, stock dividend, stock split, reverse stock split,
      split-up, split-off, spin-off, combination of shares, exchange of shares,
      dividend in kind or other like change in capital structure or distribution
      (other than normal cash dividends) to stockholders of the Company, an
      adjustment shall be made to each outstanding Award so that each such Award
      shall thereafter be with respect to or exercisable for such securities,
      cash and/or other property as would have been received in respect of the
      Common Stock subject to such Award had such Award been paid, distributed
      or exercised in full immediately prior to such change or
      distribution.  Such adjustment shall be made successively each
      time any such change or distribution shall occur.  In addition,
      in the event of any such change or distribution, in order to prevent
      dilution or enlargement of Participants' rights under the Plan, the Board
      shall have the authority to adjust, in an equitable manner, the number and
      kind of shares that may be issued under the Plan, the number and kind of
      shares subject to outstanding Awards, the exercise price applicable to
      outstanding Stock Options, and the Fair Market Value of the Common Stock
      and other value determinations applicable to outstanding
      Awards.  Appropriate adjustments may also be made by the Board
      in the terms of any Awards granted under the Plan to reflect such changes
      or distributions and to modify any other terms of outstanding Awards on an
      equitable basis, including modifications of performance goals and changes
      in the length of performance periods. In addition, the Board is authorized
      to make adjustments to the terms and conditions of, and the criteria
      included in, Awards in recognition of unusual or nonrecurring events
      affecting the Company or the financial statements of the Company, or in
      response to changes in applicable laws, regulations, or accounting
      principles.

              


      

       

      6. STOCK
OPTIONS

       

      
        	
                6.1.  

              	
                In
      General.  The Board may, in its sole discretion, grant
      Stock Options to Non-Employee Directors on or after the Effective
      Date.  The Stock Options so granted shall be Nonqualified Stock
      Options.  The Board shall, in its sole discretion, determine the
      Non-Employee Directors who will receive Stock Options and the number of
      shares of Common Stock underlying each Stock Option.  Each Stock
      Option shall be subject to such terms and conditions consistent with the
      Plan as the Board may impose from time to time.  In addition,
      each Stock Option shall be subject to the terms and conditions set forth
      in Sections 6.2 through 6.6 below.

              


      

       

      
        	
                6.2.  

              	
                Exercise
      Price.  The Board shall specify the exercise price of
      each Stock Option in the Award Agreement which exercise price shall not be
      less than 100 percent of the Fair Market Value of the Common Stock on the
      date of grant.

              


      

       

      
        	
                6.3.  

              	
                Term of Stock
      Option.  The Board shall specify the term of each Stock
      Option in the Award Agreement; provided, however, that
      no Stock Option shall be exercisable after the 10th anniversary of the
      date of grant of such Stock Option.  Each Stock Option shall
      terminate at such earlier times and upon such conditions or circumstances
      as the Board shall, in its sole discretion, set forth in the Award
      Agreement on the date of grant.

              


      

       

      
        	
                6.4.  

              	
                Vesting
      Date.  The Board shall specify in the Award Agreement the
      Vesting Date for each Stock Option.  The Board may grant Stock
      Options that are Vested, either in whole or in part, on the date of
      grant.  If the Board fails to specify a Vesting Date in the
      Award Agreement, 25 percent of such Stock Option shall become exercisable
      on each of the first four one-year anniversaries of the date of grant and
      shall remain exercisable following such anniversary date until the Stock
      Option expires in accordance with its terms under the Award Agreement or
      under the terms of the Plan.  The Vesting of a Stock Option may
      be subject to such other terms and conditions as shall be determined by
      the Board.

              


      

       

      
        	
                6.5.  

              	
                Exercise of Stock
      Options.  The Stock Option exercise price may be paid in
      cash or, in the sole discretion of the Board, by delivery to the Company
      of shares of Common Stock then owned by the Participant, or by the
      Company's withholding a portion of the shares of Common Stock for which
      the Stock Option is exercisable, or by a combination of these
      methods.  If the Common Stock is readily tradeable on a national
      securities exchange or other market system, payment may also be made by
      delivering a properly executed exercise notice to the Company and
      delivering a copy of irrevocable instructions to a broker directing the
      broker to promptly deliver to the Company the amount of sale or loan
      proceeds to pay the exercise price.  To facilitate the
      foregoing, the Company may enter into agreements for coordinated
      procedures with one or more brokerage firms.  The Board may
      prescribe any other method of paying the exercise price that it determines
      to be consistent with applicable law and the purpose of the Plan,
      including, without limitation, in lieu of the delivery to the Company of
      shares of Common Stock then owned by the Participant, providing the
      Company with a notarized statement attesting to the number of shares owned
      by the Participant, where, upon verification by the Company, the Company
      would issue to the Participant only the number of incremental shares to
      which the Participant is entitled upon exercise of the Stock
      Option.  In determining which methods a Participant may utilize
      to pay the exercise price, the Board may consider such factors as it
      determines are appropriate.

              


      

       

      
        	
                6.6.  

              	
                Additional Terms and
      Conditions.  The Board may, by way of the Award
      Agreements or otherwise, establish such other terms, conditions,
      restrictions and/or limitations, if any, of any Stock Option, provided
      they are not inconsistent with the
Plan.

              


      

       

      7. SARS

       

      
        	
                7.1.  

              	
                In
      General.  The Board may, in its sole discretion, grant
      SARs to Non-Employee Directors.  A SAR is a right to receive a
      payment in cash, Common Stock or a combination of both, in an amount equal
      to the excess of (x) the Fair Market Value of the Common Stock, or other
      specified valuation, of a specified number of shares of Common Stock on
      the date the SAR is exercised over (y) the Fair Market Value of the Common
      Stock, or other specified valuation (which shall be no less than the Fair
      Market Value of the Common Stock), of such shares of Common Stock on the
      date the SAR is granted, all as determined by the Board; provided, however, that
      if a SAR is granted retroactively in tandem with or in substitution for a
      Stock Option, the designated Fair Market Value of the Common Stock in the
      Award Agreement may be the Fair Market Value of the Common Stock on the
      date such Stock Option was granted.  Each SAR shall be subject
      to such terms and conditions, including, but not limited to, a provision
      that automatically converts a SAR into a Stock Option on a conversion date
      specified at the time of grant, as the Board shall impose from time to
      time in its sole discretion and subject to the terms of the
      Plan.

              


      

       

       

       

       

       

       

      
        
          3

        

        
           

          
            

          

        

        
           

        

      

       

      8. STOCK
AWARDS AND STOCK UNITS

       

      
        	
                8.1.  

              	
                Stock
      Awards.  The Board may, in its sole discretion, grant
      Stock Awards to Non-Employee Directors as additional compensation or in
      lieu of other compensation for services to the Company.  A Stock
      Award shall consist of shares of Common Stock which shall be subject to
      such terms and conditions as the Board in its sole discretion determines
      appropriate including, without limitation, restrictions on the sale or
      other disposition of such shares and the Vesting Date with respect to such
      shares.  The Board may require the Participant to deliver a duly
      signed stock power, endorsed in blank, relating to the Common Stock
      covered by such Stock Award and/or that the stock certificates evidencing
      such shares be held in custody or bear restrictive legends until the
      restrictions thereon shall have lapsed.  With respect to shares
      of Common Stock subject to a Stock Award, the Participant shall have all
      of the rights of a holder of shares of Common Stock, including the right
      to receive dividends and to vote the shares, unless the Board determines
      otherwise on the date of grant.

              


      

       

      
        	
                8.2.  

              	
                Stock
      Units.  The Board may, in its sole discretion, grant
      Stock Units to Non-Employee Directors as additional compensation or in
      lieu of other compensation for services to the Company.  A Stock
      Unit is a hypothetical share of Common Stock represented by a notional
      account established and maintained (or caused to be established or
      maintained) by the Company for such Participant who receives a grant of
      Stock Units.  Stock Units shall be subject to such terms and
      conditions as the Board, in its sole discretion, determines appropriate
      including, without limitation, determinations of the Vesting Date with
      respect to such Stock Units and the criteria for the Vesting of such Stock
      Units.  Subject to Section 8.3, a Stock Unit granted by the
      Board shall provide for payment in cash or shares of Common Stock at such
      time or times as the Award Agreement shall specify.  The Board
      shall determine whether a Participant who has been granted a Stock Unit
      shall also be entitled to a Dividend Equivalent
  Right.

              


      

       

      
        	
                8.3.  

              	
                Payout of Stock
      Units.  Subject to a Participant's election to defer in
      accordance with Section 13.3 below, upon the Vesting of a Stock Unit, the
      shares of Common Stock representing the Stock Unit shall be distributed to
      the Participant, unless the Board, in its sole discretion, provides for
      the payment of the Stock Unit in cash (or partly in cash and partly in
      shares of Common Stock) equal to the value of the shares of Common Stock
      which would otherwise be distributed to the
  Participant.

              


      

       

      9. CHANGE
IN CONTROL

       

      
        	
                9.1.  

              	
                Accelerated
      Vesting.  Notwithstanding any other provision of this
      Plan to the contrary, if there is a Change in Control of the Company, all
      outstanding Awards shall accelerate, including, without limitation,
      acceleration of the Vesting Date and/or payout of such
    Awards.

              


      

       

      
        	
                9.2.  

              	
                Cashout.  The
      Board, in its sole discretion, may determine that, upon the occurrence of
      a Change in Control of the Company, all or a portion of certain
      outstanding Awards shall terminate within a specified number of days after
      notice to the holders, and each such holder shall receive an amount equal
      to the value of such Award on the date of the Change in Control, and with
      respect to each share of Common Stock subject to a Stock Option or SAR, an
      amount equal to the excess of the Fair Market Value of such shares of
      Common Stock immediately prior to the occurrence of such Change in Control
      of the Company over the exercise price per share of such Stock Option or
      SAR.  Such amount shall be payable in cash, in one or more kinds
      of property (including the property, if any, payable in the transaction)
      or in a combination thereof, as the Board, in its sole discretion, shall
      determine.

              


      

       

      
        	
                9.3.  

              	
                Assumption or Substitution of
      Awards.  Notwithstanding anything contained in the Plan
      to the contrary, the Board may, in its sole discretion, provide that an
      Award may be assumed by any entity which acquires control of the Company
      or may be substituted by a similar award under such entity's compensation
      plans.

              


      

       

      10. TERMINATION
OF SERVICE

       

      
        	
                10.1.  

              	
                Termination of Service Due to
      Death, Disability or Retirement.  Subject to any written
      agreement between the Company and a Participant, if a Participant's
      Service is terminated due to death, disability or
    Retirement:

              


      

       

      
        	
                (a)  

              	
                all
      non-Vested portions of Awards held by the Participant on the date of the
      Participant's death or the date of the termination of his or her Service
      for disability or Retirement, as the case may be, shall immediately become
      vested; and

              


      

       

      
        	
                (b)  

              	
                all
      Vested portions of Awards held by the Participant on the date of the
      Participant's death or the date of the termination of his or her Service
      for disability or Retirement, as the case may be, shall remain exercisable
      until the earlier of:

              


      

       

      
        	
                 
      

              	
                (i)

              	
                the
      end of the 12-month period following the date of the Participant's death
      or the date of the termination of his or her Service for disability or
      Retirement, as the case may be, or

              


      

       

      
        	
                 
      

              	
                (ii)

              	
                the
      date the Award would otherwise
expire.

              


      

       

      
        	
                10.2.  

              	
                Termination of Service for
      Cause.  Subject to any written agreement between the
      Company and a Participant, if a Participant's Service is terminated by the
      Company because of a removal for Cause, all Awards held by the Participant
      on the date of the termination of Service, whether Vested or non-Vested,
      shall immediately be forfeited by the Participant as of such
      date.  A Participant's Service shall be deemed to have removed
      for Cause if, after the Participant's Service has terminated, facts and
      circumstances are discovered that would have justified a removal for
      Cause.

              


      

       

      
        	
                10.3.  

              	
                Other Terminations of
      Service.  Subject to any written agreement between the
      Company and a Participant, if a Participant's Service is terminated for
      any reason other than for Cause, death, disability or
      Retirement:

              


      

       

      
        	
                (a)  

              	
                all
      non-Vested portions of Awards held by the Participant on the date of the
      termination of his or her Service shall immediately be forfeited by such
      Participant as of such date; and

              


      

       

      
        	
                (b)  

              	
                all
      Vested portions of Awards held by the Participant on the date of the
      termination of his or her Service shall remain exercisable until the
      earlier of (i) the end of the 90-day period following the date of the
      termination of the Participant's Service or (ii) the date the Award would
      otherwise expire.

              


      

       

      11. TAXES

       

      
        	
                11.1.  

              	
                Withholding
      Taxes.  The Company will have the power and the right to
      deduct or withhold, or require a Participant to remit to the Company, an
      amount sufficient to satisfy federal, state, and local taxes, domestic or
      foreign, required by law or regulation to be withheld with respect to any
      taxable event arising under the
Plan.

              


      

       

      
        	
                11.2.  

              	
                Use of Common Stock to Satisfy
      Withholding Obligation.  With respect to withholding
      required upon the exercise of Stock Options or SARs, upon the lapse of
      restrictions on a Stock Award, or upon any other taxable event arising as
      a result of Awards granted hereunder, the Company may satisfy the minimum
      withholding requirement for supplemental wages, in whole or in part, by
      withholding shares of Stock having a Fair Market Value (determined on the
      date the Participant recognizes taxable income on the Award) equal to the
      minimum withholding tax required to be collected on the
      transaction.  The Participant may elect, subject to the approval
      of the Board, to deliver the necessary funds to satisfy the withholding
      obligation to the Company, in which case there will be no reduction in the
      shares of Common Stock otherwise distributable to the
      Participant.

              


      

       

       

       

       

       

      
        
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      12. AMENDMENT
AND TERMINATION

       

      
        	
                12.1.  

              	
                Termination of
      Plan.  The Board may suspend or terminate the Plan at any
      time with or without prior notice; provided, however, that
      no action authorized by this Section 12.1 shall reduce the amount of any
      outstanding Award or change the terms and conditions thereof without the
      Participants' consent.

              


      

       

      
        	
                12.2.  

              	
                Amendment of
      Plan.  The Board may amend the Plan at any time with or
      without prior notice; provided, however, that
      no action authorized by this Section 12.2 shall reduce the amount of any
      outstanding Award or change the terms and conditions thereof without the
      Participants' consent.  No amendment of the Plan shall, without
      the approval of the stockholders of the
Company:

              


      

       

      
        	
                (a)  

              	
                increase
      the total number of shares which may be issued under the Plan by amending
      the formula and/or limit contained in Section 5.1 hereof;
    or

              


      

       

      
        	
                (b)  

              	
                modify
      the requirements as to eligibility for Awards under the
    Plan.

              


      

       

      In
addition, the Plan shall not be amended without the approval of such amendment
by the Company's stockholders if such amendment is required under the rules and
regulations of the stock exchange or national market system on which the Common
Stock is listed.

       

      
        	
                12.3.  

              	
                Amendment or Cancellation of
      Award Agreements.  The Board may amend or modify any
      Award Agreement at any time by mutual agreement between the Company and
      the Participant or such other persons as may then have an interest
      therein.  In addition, by mutual agreement between the Company
      and a Participant or such other persons as may then have an interest
      therein, Awards may be granted to a Non-Employee Director in substitution
      and exchange for, and in cancellation of, any Awards previously granted to
      such Non-Employee Director under the Plan, or any award previously granted
      to such Non-Employee Director under any other present or future plan of
      the Company or any present or future plan of an entity which (i) is
      purchased by the Company, (ii) purchases the Company, or (iii) merges into
      or with the Company.

              


      

       

      13. MISCELLANEOUS

       

      
        	
                13.1.  

              	
                Other
      Provisions.  Awards granted under the Plan may also be
      subject to such other provisions (whether or not applicable to an Award
      granted to any other Participant) as the Company determines on the date of
      grant to be appropriate, including, without limitation, for the forfeiture
      of, or restrictions on resale or other disposition of, Common Stock
      acquired under any Stock Option, for the acceleration of Vesting of Awards
      in the event of a Change in Control of the Company, for the payment of the
      value of Awards to Participants in the event of a Change in Control of the
      Company, or to comply with federal and state securities
    laws.

              


      

       

      
        	
                13.2.  

              	
                Transferability.  Each
      Award granted under the Plan to a Participant shall not be transferable
      otherwise than by will or the laws of descent and distribution, and Stock
      Options and SARs shall be exercisable, during the Participant's lifetime,
      only by the Participant.  In the event of the death of a
      Participant, each Stock Option or SAR theretofore granted to him or her
      shall be exercisable during such period after his or her death as the
      Board shall, in its sole discretion, set forth in the Award Agreement on
      the date of grant and then only by the executor or administrator of the
      estate of the deceased Participant or the person or persons to whom the
      deceased Participant's rights under the Stock Option or SAR shall pass by
      will or the laws of descent and distribution.  Notwithstanding
      the foregoing, the Board, in its sole discretion, may permit the
      transferability of a Stock Option by a Participant solely to members of
      the Participant's immediate family or trusts or family partnerships or
      other similar entities for the benefit of such persons, and subject to
      such terms, conditions, restrictions and/or limitations, if any, as the
      Board may establish and include in the Award
  Agreement.

              


      

       

      
        	
                13.3.  

              	
                Election to Defer Compensation
      Attributable to Award.  The Board may, in its sole
      discretion and subject to Code Section 409A, allow a Participant to elect
      to defer the receipt of any compensation attributable to an Award under
      guidelines and procedures to be established by the Board after taking into
      account the advice of the Company's tax
counsel.

              


      

       

      
        	
                13.4.  

              	
                Listing of Shares and Related
      Matters.  If at any time the Board shall determine that
      the listing, registration or qualification of the shares of Common Stock
      subject to an Award on any securities exchange or under any applicable
      law, or the consent or approval of any governmental regulatory authority,
      is necessary or desirable as a condition of, or in connection with, the
      granting of an Award or the issuance of shares of Common Stock thereunder,
      such Award may not be exercised, distributed or paid out, as the case may
      be, in whole or in part, unless such listing, registration, qualification,
      consent or approval shall have been effected or obtained free of any
      conditions not acceptable to the
Board.

              


      

       

      
        	
                13.5.  

              	
                No Right to Continued Service
      or to Grants.  A Participant's rights, if any, to
      continue to serve the Company as a director shall not be enlarged or
      otherwise affected by his or her designation as a Participant under the
      Plan.  The adoption of the Plan shall not be deemed to give any
      Non-Employee Director or any other individual any right to be selected as
      a Participant or to be granted an
Award.

              


      

       

      
        	
                13.6.  

              	
                Governing
      Law.  The Plan, all Awards granted hereunder, and all
      actions taken in connection herewith shall be governed by and construed in
      accordance with the laws of the State of Delaware without reference to
      principles of conflict of laws, except as superseded by applicable federal
      law.  Participants and the Company each submit and consent to
      the jurisdiction of the courts in the Commonwealth of Massachusetts,
      County of Worcester, including the Federal Courts located therein, should
      Federal jurisdiction requirements exist in any action brought to enforce
      (or otherwise relating to) this Plan or an Award
  Agreement.

              


      

       

      
        	
                13.7.  

              	
                Other
      Benefits.  No Award granted under the Plan shall be
      considered compensation for purposes of computing benefits under any
      retirement plan of the Company nor affect any benefits or compensation
      under any other benefit or compensation plan of the Company, now or
      subsequently in effect.

              


      

       

      
        	
                13.8.  

              	
                No Fractional
      Shares.  No fractional shares of Common Stock shall be
      issued or delivered pursuant to the Plan or any Award.  The
      Board shall determine whether cash, Common Stock, Stock Options, or other
      property shall be issued or paid in lieu of fractional shares or whether
      such fractional shares or any rights thereto shall be forfeited or
      otherwise eliminated.

              


      

       

      
        	
                13.9.  

              	
                Compliance With Code Section
      409A.  Any provision of the Plan that becomes subject to
      Code Section 409A, will be interpreted and applied consistent with that
      Section and the applicable Treasury Regulations.

                 

                 

                 

                 

              


      

       


      
        
          
             

          

          5