**Exhibit 10.5**
**AMENDED AND RESTATED**
**GAMESTOP CORP.**
**2001 INCENTIVE PLAN**
     **GAMESTOP CORP.**, a Delaware corporation (the “Company”), hereby establishes and adopts thefollowing 2001 Incentive Plan (the “Plan”).
**RECITALS**
     WHEREAS, the Company desires to encourage high levels of performance by those individuals whoare key to the success of the Company or any parent, subsidiary or affiliate of the Company, toattract new individuals who are highly motivated and who will contribute to the success of theCompany and to encourage such individuals to remain as officers, employees, consultants, advisorsand/or directors of the Company and its parent, subsidiaries and affiliates by increasing theirproprietary interest in the Company’s growth and success.
     WHEREAS, to attain these ends, the Company has formulated the Plan embodied herein toauthorize the granting of incentive awards through grants of options to purchase shares(“Options”), grants of share appreciation rights, grants of Stock Purchase Awards (hereafterdefined), grants of Restricted Share Awards (hereafter defined), or any other award made under thePlan to those persons (each such person a “Participant”) whose judgment, initiative and effortsare, have been, or are expected to be responsible for the success of the Company or any parent,subsidiary or affiliate of the Company.
     NOW, THEREFORE, the Company hereby constitutes, establishes and adopts the following Plan andagrees to the following provisions:
**ARTICLE 1.**
**PURPOSE OF THE PLAN**
     1.1. Purpose. The purpose of the Plan is to assist the Company or any parent,subsidiary or affiliate of the Company in attracting and retaining selected individuals to serve asdirectors, officers, consultants, advisors, and employees of the Company or any parent, subsidiaryor affiliate of the Company who will contribute to the Company’s success and to achieve long-termobjectives which will inure to the benefit of all shareholders of the Company through theadditional incentive inherent in the ownership of the Company’s Class A Common Stock, par value$.01 per share (the “Shares”). Options granted under the Plan will be either “incentive stockoptions,” intended to qualify as such under the provisions of section 422 of the Internal RevenueCode of 1986, as from time to time amended (the “Code”), or “nonqualified stock options.” Forpurposes of the Plan, the terms “subsidiary” and “parent” shall mean “subsidiary corporation” and“parent corporation,” respectively, as such terms are defined in sections 424(f) and 424(e) of theCode, and “affiliate” shall have the meaning set forth in Rule 12b-2 of the Securities Exchange Actof 1934, as amended (the “Exchange Act”). For purposes of the Plan, the term “Award” shall includea grant of an Option, a grant of a share appreciation right, a grant of a Stock Purchase Award, agrant of a Restricted Share Award, or any other award made under the terms of the Plan.
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**ARTICLE 2.**
**SHARES SUBJECT TO AWARDS**
     2.1. Number of Shares. Subject to the adjustment provisions of Section 9.9 hereof,the aggregate number of Shares which may be issued under Awards under the Plan, whether pursuant toOptions, Stock Purchase Awards, Restricted Share Awards or any other award under the Plan shall notexceed 20,000,000 Shares. No Options to purchase fractional Shares shall be granted and nofractional shares shall be issued under the Plan. For purposes of this Section 2.1, the Sharesthat shall be counted toward such limitation shall include all Shares:
     (1) issued or issuable pursuant to Options that have been or may beexercised;
     (2) issued or issuable pursuant to Stock Purchase Awards;
     (3) issued as, or subject to issuance as a Restricted Share Award; and
     (4) issued or issuable under any other award granted under the terms of the Plan.
     2.2. Shares Subject to Terminated Awards. The Shares covered by any unexercisedportions of terminated Options granted under Articles 4 and 6, Shares forfeited as provided inSection 8.2(a) and Shares subject to any Awards which are otherwise surrendered by the Participantwithout receiving any payment or other benefit with respect thereto may again be subject to newAwards under the Plan, other than grants of Options intended to qualify as incentive stock options.In the event the purchase price of an Option is paid in whole or in part through the delivery ofShares, the number of Shares issuable in connection with the exercise of the Option shall not againbe available for the grant of Awards under the Plan. Shares subject to Options, or portionsthereof, which have been surrendered in connection with the exercise of share appreciation rightsshall not again be available for the grant of Awards under the Plan.
     2.3. Character of Shares. Shares delivered under the Plan may be authorized andunissued Shares or Shares acquired by the Company, or both.
     2.4. Limitations on Grants to Individual Participant. Subject to adjustments pursuantto the provisions of Section 9.9 hereof, the maximum number of Shares with respect to whichOptions or stock appreciation rights may be granted hereunder to any employee during any fiscalyear of the Company shall be 4,500,000 Shares (the “Limitation”). If an Option is canceled, thecanceled Option shall continue to be counted toward the Limitation for the year granted. An Option(or a share appreciation right) that is repriced during any fiscal year is treated as thecancellation of the Option (or share appreciation right) and a grant of a new Option (or shareappreciation right) for purposes of the Limitation for that fiscal year.
**ARTICLE 3.**
**ELIGIBILITY AND ADMINISTRATION**
     3.1. Awards to Employees, Directors and Others. (a) Participants who receive Optionsunder Articles 4 and 6 hereof (including share appreciation rights under Article 5) (“Optionees”),Stock Purchase Awards under Article 7 or Restricted Share Awards or other Share-based awards underArticle 8 (in either case, a “Participant”) shall consist of such key officers, employees,consultants, advisors and directors of the Company or any parent, subsidiary or affiliate of theCompany as the Committee (hereinafter defined) shall select from time to time. The Committee’sdesignation of an Optionee or Participant in any year shall not require the Committee to designatesuch person to receive Awards or grants in any other year. The designation of an Optionee orParticipant to receive Awards or grants under one portion of the Plan shall not require theCommittee to include such Optionee or Participant under other portions of the Plan.
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               (b) No Option that is intended to qualify as an “incentive stock option” may be granted (x) toany individual that is not an employee of the Company or any parent, subsidiary or affiliatethereof, or (y) to any employee who, at the time of such grant, owns, directly or indirectly(within the meaning of Sections 422(b)(6) and 424(d) of the Code), shares possessing more than 10%of the total combined voting power of all classes of shares of the Company or any parent,subsidiary or affiliate of the Company, unless at the time of such grant, (i) the option price isfixed at not less than 110% of the Fair Market Value (as defined below) of the Shares subject tosuch Option, determined on the date of the grant, and (ii) the exercise of such Option isprohibited by its terms after the expiration of five years from the date such Option is granted.
     3.2. Administration. (a) The Plan shall be administered by a committee (the“Committee”) consisting of not fewer than two directors of the Company (the directors of theCompany being hereinafter referred to as the “Directors”), as designated by the Directors. TheDirectors may remove from, add members to, or fill vacancies in the Committee. Unless otherwisedetermined by the Directors, each member of the Committee is intended to be a “Non-EmployeeDirector” within the meaning of Rule 16b-3 (or any successor rule) of the Exchange Act and an“outside director” within the meaning of Section 162(m)(4)(C)(i) of the Code and the regulationsthereunder.
          Any Award to a member of the Committee shall be on terms consistent with Awards made to otherDirectors who are not members of the Committee and who are not employees, except where the Award isapproved or ratified by the Compensation Committee (excluding persons who are also members of theCommittee) of the Board of Directors of the Company.
          (b) The Committee is authorized, subject to the provisions of the Plan, to establish suchrules and regulations as it may deem appropriate for the conduct of meetings and properadministration of the Plan. All actions of the Committee shall be taken by majority vote of itsmembers. The Committee is also authorized, subject to the provisions of the Plan, to makeprovisions in various Awards pertaining to a “change of control” of the Company and to amend ormodify existing Awards.
          (c) Subject to the provisions of the Plan, the Committee shall have authority, in its solediscretion, to interpret the provisions of the Plan and any Award thereunder and, subject to therequirements of applicable law, including Rule 16b-3 of the Exchange Act, to prescribe, amend, andrescind rules and regulations relating to the Plan or any Award thereunder as it may deemnecessary or advisable. All decisions made by the Committee pursuant to the provisions of the Planshall be final, conclusive and binding on all persons, including the Company, its shareholders,Directors and employees, and Plan participants and beneficiaries.
     3.3. Designation of Consultants/Liability. (a) The Committee may designate employeesof the Company and professional advisors to assist the Committee in the administration of this Planand may grant authority to employees to execute agreements or other documents on behalf of theCommittee.
          (b) The Committee may employ such legal counsel, consultants and agents as it may deemdesirable for the administration of this Plan and may rely upon any opinion received from any suchcounsel or consultant and any computation received from any such consultant or agent. Expensesincurred by the Committee or the Board in the engagement of any such counsel, consultant or agentshall be paid by the Company. The Committee, its members and any person designated pursuant toSection 3.3(a) shall not be liable for any action or determination made in good faith with respectto this Plan. To the maximum extent permitted by applicable law, no officer or former officer ofthe Company or member or former member of the Committee or of the Board shall be liable for anyaction or determination made in good faith with respect to this Plan or any Award granted under it.To the maximum extent permitted by applicable law and to the extent not covered by insurance, eachofficer or former officer and member or former member of the Committee or of the Board shall beindemnified and held harmless by the Company against any cost or expense (including reasonable feesof counsel reasonably acceptable to the Company) or liability (including any sum paid in settlementof a claim with the approval of the Company), and advanced amounts necessary to pay the foregoingat the earliest time and to the fullest extent permitted, arising out of any act or omission
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to actin connection with this Plan, except to the extent arising out of such officer’s or formerofficer’s, member’s or former member’s own fraud or bad faith. Such indemnification shall be inaddition to any rights of indemnification the officers, directors or members or former officers,directors or members may have under applicable law. Notwithstanding anything else herein, thisindemnification will not apply to the actions or determinations made by an individual with regardto Awards granted to him or her under this Plan.
**ARTICLE 4.**
**OPTIONS**
     4.1. Grant of Options. The Committee shall determine, within the limitations of thePlan, those key officers, employees, consultants, advisors and Directors of the Company or anyparent, subsidiary or affiliate of the Company to whom Options are to be granted under the Plan,the number of Shares that may be purchased under each such Option, the option price and other termsof each such Option, and shall designate such Options at the time of the grant as either “incentivestock options” or “nonqualified stock options”; provided, however, that Options granted toemployees of an affiliate (that is not also a parent or a subsidiary) or to non-employees of theCompany may only be “nonqualified stock options.”
          All Options granted pursuant to this Article 4 and Article 6 herein shall be authorized by theCommittee and shall be evidenced in writing by share option agreements (“Share Option Agreements”)in such form and containing such terms and conditions as the Committee shall determine that are notinconsistent with the provisions of the Plan, and, with respect to any Share Option Agreementgranting Options that are intended to qualify as “incentive stock options,” are not inconsistentwith Section 422 of the Code. The granting of an Option pursuant to the Plan shall impose noobligation on the recipient to exercise such Option. Any individual who is granted an Optionpursuant to this Article 4 and Article 6 herein may hold more than one Option granted pursuant tosuch Articles at the same time and may hold both “incentive stock options” and “nonqualified stockoptions” at the same time. To the extent that any Option does not qualify as an “incentive stockoption” (whether because of its provisions, the time or manner of its exercise or otherwise) suchOption or the portion thereof which does not so qualify shall constitute a separate “nonqualifiedstock option.”
     4.2. Option Price. (a) Subject to Section 3.1(b), the option exercise price per eachShare purchasable under any “incentive stock option” granted pursuant to this Article 4, any“nonqualified stock option” granted pursuant to Article 6 herein, or Options intended to beperformance-based compensation under Section 162(m) of the Code shall not be less than 100% of theFair Market Value (as hereinafter defined) of such Share on the date of the grant of such Option.
          (b) The option price per share of each Share purchasable under any “nonqualified stock option”that is not intended to be performance-based compensation under Section 162(m) of the Code and isgranted pursuant to this Article 4 shall be such amount as the Committee shall determine at thetime of the grant of such Option.
     4.3. Conditions. Certain Options to be granted under the Plan (the “ReplacementOptions”) are intended to provide Optionees with Options that are the economic equivalent ofoptions received by such Optionees between December 5, 2000 and the date of the adoption of thisPlan from GameStop, Inc. to purchase shares of Class B Common Stock of GameStop, Inc.(collectively, the “Prior Options”). Any Replacement Option shall be in lieu of, and shall replacein its entirety, the equivalent Prior Option, which Prior Option shall be null and void and of nofurther force or effect, and any Share Option Agreement granting any Replacement Option shall soprovide.
     4.4. Other Provisions. Options granted pursuant to this Article 4 shall be made inaccordance with the terms and provisions of Article 9 hereof and any other applicable terms andprovisions of the Plan.
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**ARTICLE 5.**
**SHARE APPRECIATION RIGHTS**
     5.1. Grant and Exercise. Share appreciation rights may be granted in conjunction withall or part of any Option granted under the Plan provided such rights are granted at the time ofthe grant of such Option. A “share appreciation right” is a right to receive cash or whole Shares,as provided in this Article 5, in lieu of the purchase of a Share under a related Option. A shareappreciation right or applicable portion thereof shall terminate and no longer be exercisable uponthe termination or exercise of the related Option, and a share appreciation right granted withrespect to less than the full number of Shares covered by a related Option shall not be reduceduntil, and then only to the extent that, the exercise or termination of the related Option exceedsthe number of Shares not covered by the share appreciation right. A share appreciation right maybe exercised by the holder thereof (the “Holder”), in accordance with Section 5.2 of this Article5, by giving written notice thereof to the Company and surrendering the applicable portion of therelated Option. Upon giving such notice and surrender, the Holder shall be entitled to receive anamount determined in the manner prescribed in Section 5.2 of this Article 5. Options which havebeen so surrendered, in whole or in part, shall no longer be exercisable to the extent the relatedshare appreciation rights have been exercised.
     5.2. Terms and Conditions. Share appreciation rights shall be subject to such termsand conditions, not inconsistent with the provisions of the Plan, as shall be determined from timeto time by the Committee, including the following:
          (a) Share appreciation rights shall be exercisable only at such time or times and to theextent that the Options to which they relate shall be exercisable in accordance with the provisionsof the Plan.
          (b) Upon the exercise of a share appreciation right, a Holder shall be entitled to receive upto, but no more than, an amount in cash or whole Shares equal to the excess of the then Fair MarketValue of one Share over the option exercise price per Share specified in the related Optionmultiplied by the number of Shares in respect of which the share appreciation right shall have beenexercised. The Holder shall specify in his written notice of exercise, whether payment shall bemade in cash or in whole Shares (unless otherwise provided in the agreement governing the shareappreciation right). Each share appreciation right may be exercised only at the time and so longas a related Option, if any, would be exercisable or as otherwise permitted by applicable law.
          (c) Upon the exercise of a share appreciation right, the Option or part thereof to which suchshare appreciation right is related shall be deemed to have been exercised for the purpose of thelimitation of the number of Shares to be issued under the Plan, as set forth in Section 2.1 of thePlan.
          (d) With respect to share appreciation rights granted in connection with an Option that isintended to be an “incentive stock option,” the following shall apply:
               (i) No share appreciation right shall be transferable by a Holder otherwise than by willor by the laws of descent and distribution, and share appreciation rights shall be exercisable,during the Holder’s lifetime, only by the Holder.
               (ii) Share appreciation rights granted in connection with an Option may be exercised onlywhen the Fair Market Value of the Shares subject to the Option exceeds the option exercise price atwhich Shares can be acquired pursuant to the Option.
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**ARTICLE 6.**
**RELOAD OPTIONS**
     6.1. Authorization of Reload Options. Concurrently with the award of any Option (suchOption hereinafter referred to as the “Underlying Option”) to any Participant in the Plan, theCommittee may grant one or more reload options (each, a “Reload Option”) to such Participant topurchase for cash or Shares (held for at least six months or such other period to avoid accountingcharges against the Company’s earnings) a number of Shares as specified below. A Reload Optionshall be exercisable for an amount of Shares equal to (i) the number of Shares delivered by theOptionee to the Company to exercise the Underlying Option, and (ii) to the extent authorized by theCommittee, the number of Shares used to satisfy any tax withholding requirement incident to theexercise of the Underlying Option, subject to the availability of Shares under the Plan at the timeof such exercise. Any Reload Option may provide for the grant, when exercised, of subsequentReload Options to the extent and upon such terms and conditions consistent with this Article 6, asthe Committee in its sole discretion shall specify at or after the time of grant of such ReloadOption. Except as otherwise determined by the Committee, a Reload Option will vest and becomeexercisable six months after the exercise of an Underlying Option or Reload Option whereby theParticipant delivers to the Company Shares held by the Optionee for at least six months in paymentof the exercise price and/or tax withholding obligations. Notwithstanding the fact that theUnderlying Option may be an “incentive stock option,” a Reload Option is not intended to qualify asan “incentive stock option” under Section 422 of the Code.
     6.2. Reload Option Amendment. Each Share Option Agreement shall state whether theCommittee has authorized Reload Options with respect to the Underlying Option. Upon the exerciseof an Underlying Option or other Reload Option, the Reload Option will be evidenced by an amendmentto the underlying Share Option Agreement.
     6.3. Reload Option Price. The option exercise price per Share deliverable upon theexercise of a Reload Option shall be the Fair Market Value of a Share on the date the correspondingUnderlying Option is exercised.
     6.4. Term and Exercise. Except as otherwise determined by the Committee, each ReloadOption vests and is fully exercisable six months after its grant (i.e., six months after thecorresponding Underlying Option is exercised). The term of each Reload Option shall be equal tothe remaining option term of the Underlying Option.
     6.5. Termination of Employment. No additional Reload Options shall be granted to anOptionee when Options and/or Reload Options are exercised pursuant to the terms of this Planfollowing termination of the Optionee’s employment unless the Committee, in its sole discretion,shall determine otherwise.
     6.6. Applicability of Other Sections. Except as otherwise provided in this Article 6,the provisions of Article 9 applicable to Options shall apply equally to Reload Options.
**ARTICLE 7.**
**STOCK PURCHASE AWARDS**
     7.1. Grant of Stock Purchase Award. The term “Stock Purchase Award” means the rightto purchase Shares of the Company and to pay for such Shares through a loan made by the Company tothe Participant (a “Purchase Loan”) as set forth in this Article 7. Unless otherwise permitted bylaw, no executive officer or director of the Company shall be eligible to receive a Stock PurchaseAward.
     7.2. Terms of Purchase Loans. (a) *Purchase Loan*. Each Purchase Loan shall beevidenced by apromissory note. The term of the Purchase Loan shall be for a period of years, as determinedby the Committee, and the proceeds of the Purchase Loan shall be usedexclusively by the Participant for purchase
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 of Shares from the Company at a purchase price equal to the Fair MarketValue on the date of the Stock Purchase Award.
          (b) *Interest on Purchase Loan.*A Purchase Loan shall be non-interest bearing or shall bearinterest at whatever rate the Committee shall determine (but not in excess of the maximum ratepermissible under applicable law), payable in a manner and at such times as the Committee shalldetermine. Those terms and provisions as the Committee shall determine shall be incorporated intothe promissory note evidencing the Purchase Loan.
          (c) *Forgiveness of Purchase Loan.*Subject to Section 7.4 hereof, the Company may forgive therepayment of up to 100% of the principal amount of the Purchase Loan, subject to such terms andconditions as the Committee shall determine and set forth in the promissory note evidencing thePurchase Loan. A Participant’s Purchase Loan can be prepaid at any time, and from time to time,without penalty.
     7.3. Security for Loans. (a) *Stock Power and Pledge.*Purchase Loans granted toParticipants shall be secured by a pledge of the Shares acquired pursuant to the Stock PurchaseAward. Such pledge shall be evidenced by a pledge agreement (the “Pledge Agreement”) containingsuch terms and conditions as the Committee shall determine. The share certificates for the Sharespurchased by a Participant pursuant to a Stock Purchase Award shall be issued in the Participant’sname, but shall be held by the Company as security for repayment of the Participant’s Purchase Loantogether with a stock power executed in blank by the Participant (the execution and delivery ofwhich by the Participant shall be a condition to the issuance of the Stock Purchase Award). Unlessotherwise determined by the Committee, the Participant shall be entitled to exercise all rightsapplicable to such Shares, including, but not limited to, the right to vote such Shares and theright to receive dividends and other distributions made with respect to such Shares. When thePurchase Loan and any accrued but unpaid interest thereon has been repaid or otherwise satisfied infull, the Company shall deliver to the Participant the share certificates for the Shares purchasedby a Participant under the Stock Purchase Award. Purchase Loans shall be recourse or non-recoursewith respect to a Participant, as determined by the Committee.
          (b) *Release and Delivery of Share Certificates During the Term of the Purchase Loan.*TheCompany shall release and deliver to each Participant certificates for Shares purchased by aParticipant pursuant to a Stock Purchase Award, in such amounts and on such terms and conditions asthe Committee shall determine, which shall be set forth in the Pledge Agreement.
          (c) *Release and Delivery of Share Certificates Upon Repayment of the Purchase Loan.*TheCompany shall release and deliver to each Participant certificates for the Shares purchased by theParticipant under the Stock Purchase Award and then held by the Company, provided the Participanthas paid or otherwise satisfied in full the balance of the Purchase Loan and any accrued but unpaidinterest thereon. In the event the balance of the Purchase Loan is not repaid, forgiven orotherwise satisfied within 90 days after (i) the date repayment of the Purchase Loan is due(whether in accordance with its term, by reason of acceleration or otherwise), or (ii) such longertime as the Committee, in its discretion, shall provide for repayment or satisfaction, the Companyshall retain those Shares then held by the Company in accordance with the Pledge Agreement.
          (d) *Recourse Purchase Loans.*Notwithstanding Sections 7.3(a), (b) and (c) above, in the caseof a recourse Purchase Loan, the Committee may make a Purchase Loan on such terms as it determines,including without limitation, not requiring a pledge of the acquired Shares.
     7.4. Termination of Employment. (a) *Termination of Employment by Death, Disability orby the Company Without Cause; Change of Control.*In the event of a Participant’s termination ofemployment by reason of death, “disability” or by the Company without “cause,” or in the event of a“change of control,” the Committee shall have the right (but shall not be required) to forgive theremaining unpaidamount (principal and interest) of the Purchase Loan in whole or in part as of the date ofsuch occurrence. “Change of Control,” “disability” and “cause” shall have the respective meaningsas set forth in the promissory note evidencing the Purchase Loan.
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          (b) *Termination of Employment.*Subject to Section 7.4(a) above, in the event of aParticipant’s termination of employment for any reason, the Participant shall repay to the Companythe entire balance of the Purchase Loan and any accrued but unpaid interest thereon, which amountsshall become immediately due and payable, unless otherwise determined by the Committee.
     7.5. Restrictions on Transfer. No Stock Purchase Award or Shares purchased throughsuch an Award and pledged to the Company as collateral security for the Participant’s Purchase Loan(and accrued and unpaid interest thereon) may be otherwise pledged, sold, assigned or transferred(other than by will or by the laws of descent and distribution).
**ARTICLE 8.**
**SHARE AWARDS**
     8.1. Restricted Share Awards. (a) A grant of Shares made pursuant to Sections 8.1 and8.2 is referred to as a “Restricted Share Award.” The Committee may grant to any Participant anamount of Shares in such manner, and subject to such terms and conditions relating to vesting,forfeitability and restrictions on delivery and transfer (whether based on performance standards,periods of service or otherwise) as the Committee shall establish (such Shares, “RestrictedShares”). The terms of any Restricted Share Award granted under this Plan shall be set forth in awritten agreement (a “Restricted Share Agreement”) which shall contain provisions determined by theCommittee and not inconsistent with this Plan. The provisions of Restricted Share Awards need notbe the same for each Participant receiving such Awards.
          (b) *Issuance of Restricted Shares.*As soon as practicable after the date of grant of aRestricted Share Award by the Committee, the Company shall cause to be transferred on the books ofthe Company Shares registered in the name of the Company, as nominee for the Participant,evidencing the Restricted Shares covered by the Award; provided, however, such Shares shall besubject to forfeiture to the Company retroactive to the date of grant if a Restricted ShareAgreement delivered to the Participant by the Company with respect to the Restricted Shares coveredby the Award is not duly executed by the Participant and timely returned to the Company. AllRestricted Shares covered by Awards under this Article 8 shall be subject to the restrictions,terms and conditions contained in the Plan and the Restricted Share Agreement entered into by andbetween the Company and the Participant. Until the lapse or release of all restrictions applicableto an Award of Restricted Shares, the share certificates representing such Restricted Shares shallbe held in custody by the Company or its designee.
          (c) *Shareholder Rights.*Beginning on the date of grant of the Restricted Share Award andsubject to execution of the Restricted Share Agreement as provided in Sections 8.1(a) and (b),unless the Restricted Share Agreement provides otherwise, the Participant shall become ashareholder of the Company with respect to all Shares subject to the Restricted Share Agreement andshall have all of the rights of a shareholder, including, but not limited to, the right to votesuch Shares and the right to receive distributions made with respect to such Shares; provided,however, that any Shares distributed as a dividend or otherwise with respect to any RestrictedShares as to which the restrictions have not yet lapsed shall be subject to the same restrictionsas such Restricted Shares and shall be represented by book entry and held as prescribed in Section8.1(b).
          (d) *Restriction on Transferability.*None of the Restricted Shares may be assigned ortransferred (other than by will or the laws of descent and distribution), pledged or sold prior tolapse or release of the restrictions applicable thereto.
          (e) *Delivery of Shares Upon Release of Restrictions.*Upon expiration or earlier terminationof the forfeiture period without a forfeiture and the satisfaction of or release from any otherconditions prescribed by the Committee, the restrictions applicable to the Restricted Shares shalllapse. As promptly as administratively feasible thereafter, subject to the requirements of Section10.1, the Company shall
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deliver to the Participant or, in case of the Participant’s death, to theParticipant’s beneficiary, one or more stock certificates for the appropriate number of Shares,free of all such restrictions, except for any restrictions that may be imposed by law.
     8.2. Terms of Restricted Shares. (a) *Forfeiture of Restricted Shares.*Subject toSection 8.2(b), all Restricted Shares shall be forfeited and returned to the Company and all rightsof the Participant with respect to such Restricted Shares shall terminate unless the Participantcontinues in the service of the Company as an employee (or Director, consultant or advisor, as thecase may be) until the expiration of the forfeiture period for such Restricted Shares and satisfiesany and all other conditions set forth in the Restricted Share Agreement. The Committee in itssole discretion, shall determine the forfeiture period (which may, but need not, lapse ininstallments) and any other terms and conditions applicable with respect to any Restricted ShareAward and the Committee has the discretion to modify the terms and conditions of a Restricted ShareAward as long as the rights of the Participant are not impaired.
          (b) *Waiver of Forfeiture Period.*Notwithstanding anything contained in this Article 8 to thecontrary, the Committee may, in its sole discretion and subject to the limitations imposed underCode Section 162(m) and the Treasury Regulations thereunder in the case of a Restricted Share Awardintended to comply with the performance-based compensation exception under Code Section 162(m),waive the forfeiture period and any other conditions set forth at grant in any Restricted ShareAgreement under appropriate circumstances (including the death, disability or retirement of theParticipant or a material change in circumstances arising after the date of an Award) as determinedby the Committee in its sole discretion and subject to such terms and conditions (includingforfeiture of a proportionate number of the Restricted Shares) as the Committee shall deemappropriate.
     8.3. Other Share-Based Awards. The Committee is authorized to grant other Share-basedawards that are payable in, valued in whole or in part by reference to, or otherwise based on orrelated to Shares, including but not limited to, Shares awarded purely as a bonus and not subjectto any restrictions or conditions, Shares in payment of the amounts due under an incentive orperformance plan sponsored or maintained by the Company or any parent, subsidiary or affiliate ofthe Company, share appreciation rights (in tandem with Options), stock equivalent units, and Awardsvalued by reference to book value of Shares. Subject to the provisions of this Plan, the Committeeshall have authority to determine the persons to whom and the time or times at which such Awardsshall be made, the number of Shares to be awarded pursuant to or referenced by such Awards, and allother conditions of the Awards. Grants of other Share-based awards may be subject to suchconditions, restrictions and contingencies as the Committee may determine which may include, butare not limited to, continuous service with the Company or any parent, subsidiary or affiliate ofthe Company and/or the achievement of performance goals.
     8.4. Objective Performance Goals, Formulae or Standards. If the grant of RestrictedShares or other Share-based awards or the lapse of restrictions or vesting of Restricted Shares orother Share-based awards is based on the attainment of performance goals, the Committee shallestablish the performance goals and the applicable vesting percentage of the Restricted Share Awardor other Share-based award applicable to each Participant or class of Participants in writing priorto the beginning of the applicable fiscal year or at such later date as otherwise determined by theCommittee and while the outcome of the performance goals are substantially uncertain. Suchperformance goals may incorporate provisions for disregarding (or adjusting for) changes inaccounting methods, corporate transactions (including, withoutlimitation, dispositions and acquisitions) and other similar type events or circumstances.With regard to a Restricted Share Award or other Share-based award that is intended to comply withSection 162(m) of the Code, to the extent any such provision would create impermissible discretionunder Section 162(m) of the Code or otherwise violate Section 162(m) of the Code, such provisionshall be of no force or effect. The applicable performance goals shall be based on one or more ofthe Performance Criteria set forth in Exhibit A hereto. Other performance goals may be used to theextent such goals satisfy Section 162(m) of the Code or the Award is not intended to satisfy therequirements of Section 162(m) of the Code.
     8.5. Annual Limitation on Grants of Shares. Subject to adjustments pursuant to theprovisions of Section 9.9 hereof, the maximum number of Shares subject to specified performancegoals intended to
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satisfy the requirements of Section 162(m) of the Code and in accordance withSection 8.4 hereof that may be granted as Restricted Shares to any employee or subject to any otherShare-based awards to any employee during any fiscal year of the Company shall be 4,500,000 Shares.
**ARTICLE 9.**
**GENERALLY APPLICABLE PROVISIONS**
     9.1. Option Period. Subject to Section 3.1(b), the period for which an Option isexercisable shall be set by the Committee and shall not exceed ten years from the date such Optionis granted, provided, however, in the case of an Option that is not intended to be an “incentivestock option,” the Committee may prescribe a period in excess of ten years. After the Option isgranted, the option period may not be reduced, subject to expiration due to termination ofemployment.
     9.2. Fair Market Value. If the Shares are listed or admitted to trading on asecurities exchange registered under the Exchange Act, unless otherwise required by any applicableprovision of the Code the “Fair Market Value” of a Share as of a specified date shall mean theaverage of the high and low price of the shares for the day immediately preceding the date as ofwhich Fair Market Value is being determined (or if there was no reported sale on such date, on thelast preceding date on which any reported sale occurred) reported on the principal securitiesexchange on which the Shares are listed or admitted to trading. If the Shares are not listed oradmitted to trading on any such exchange but are listed as a national market security on the NasdaqStock Market, Inc. (“NASDAQ”), traded in the over-the-counter market or listed or traded on anysimilar system then in use, the Fair Market Value of a Share shall be the average of the high andlow sales price for the day immediately preceding the date as of which the Fair Market Value isbeing determined (or if there was no reported sale on such date, on the last preceding date onwhich any reported sale occurred) reported on such system. If the Shares are not listed oradmitted to trading on any such exchange, are not listed as a national market security on NASDAQand are not traded in the over-the-counter market or listed or traded on any similar system then inuse, but are quoted on NASDAQ or any similar system then in use, the Fair Market Value of a Shareshall be the average of the closing high bid and low asked quotations on such system for the Shareson the date in question. If the Shares are not publicly traded, the method for determining FairMarket Value shall be determined in good faith by the Committee in its sole discretion. An Optionshall be considered granted on the date the Committee acts to grant the Option or such later dateas the Committee shall specify.
     9.3. Exercise of Options. Vested Options granted under the Plan shall be exercised bythe Optionee thereof (or by his or her executors, administrators, guardian or legal representative,or by a Permitted Assignee, as provided in Sections 9.4, 9.6 and 9.7 hereof) as to all or part ofthe Shares covered thereby, by the giving of written notice of exercise to the Company, specifyingthe number of Shares to be purchased, accompanied by payment of the full purchase price for theShares being purchased. Full payment of such purchase price shall be made at the time of exerciseand shall be made (i) in cash or by certified check or bank check or wire transfer of immediatelyavailable funds, (ii) with the consent of the Committee, unless otherwise prohibited by law, bydelivery of a promissory note in favor of the Company upon such terms and conditions as determinedby the Committee, (iii) with the consent of Committee, by tendering previously acquired Shares(valued at their Fair Market Value, as determined by the Committeeas of the date of tender) that have been owned for a period of at least six months (or suchother period to avoid accounting charges against the Company’s earnings), or (iv) if Shares aretraded on a national securities exchange, the NASDAQ or quoted on a national quotation systemsponsored by the National Association of Securities Dealers, Inc. and the Committee authorizes thismethod of exercise, through the delivery of irrevocable instructions to a broker approved by theCommittee to deliver promptly to the Company an amount equal to the purchase price, or (v) with theconsent of the Committee, any combination of (i), (ii), (iii) and (iv). In connection with atender of previously acquired Shares pursuant to clause (iii) above, the Committee, in its solediscretion, may permit the Optionee to constructively exchange Shares already owned by the Optioneein lieu of actually tendering such Shares to the Company, provided that adequate documentationconcerning the ownership of the Shares to be constructively tendered is furnished in a formsatisfactory to the Committee. The notice of exercise, accompanied by such payment, shall bedelivered to
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the Company at its principal business office or such other office as the Committee mayfrom time to time direct, and shall be in such form, containing such further provisions consistentwith the provisions of the Plan, as the Committee may from time to time prescribe. In no event mayany Option granted hereunder be exercised for a fraction of a Share. The Company shall, subject toSection 10.4 herein, effect the transfer of Shares purchased pursuant to an Option as soon aspracticable, and, within a reasonable time thereafter, such transfer shall be evidenced on thebooks of the Company. No person exercising an Option shall have any of the rights of a holder ofShares subject to an Option until certificates for such Shares shall have been issued following theexercise of such Option. No adjustment shall be made for cash dividends or other rights for whichthe record date is prior to the date of such issuance.
     9.4. Non-Transferability. Except as otherwise specifically provided herein, no Awardshall be transferable by the Participant otherwise than by will or by the laws of descent anddistribution. All Options shall be exercisable, during the Participant’s lifetime, only by theParticipant. Any attempt to transfer any Award, except as specifically provided herein, shall bevoid, and no such Award shall in any manner be subject to the debts, contracts, liabilities,engagements or torts of any person who shall be entitled to such Award, nor shall it be subject toattachment or legal process for or against such person. Notwithstanding the foregoing, theCommittee may determine at the time of grant or thereafter that an Award (other than (x) an Optionthat is intended to be an incentive stock option, (y) a share appreciation right covered by Section5.2(d)(i) and (z) a Restricted Share Award) that is otherwise not transferable pursuant to thisSection 9.4 is transferable to a Family Member (defined below) in whole or in part and in suchcircumstances, and under such conditions as specified by the Committee. An Award that istransferred to a Family Member pursuant to the preceding sentence (i) may not be subsequentlytransferred otherwise than by will or by the laws of descent and distribution and (ii) remainssubject to the terms of this Plan and the Award agreement. “Family Member” means, solely to theextent provided for in Securities Act Form S-8, 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 adoptiverelationships, any person sharing the employee’s household (other than a tenant or employee), atrust in which these persons have more than 50% of the beneficial interest, a foundation in whichthese persons (or the employee) control the management of assets, and any other entity in whichthese persons (or the employee) own more than 50% of the voting interests or as otherwise definedin Securities Act Form S-8.
     9.5 Termination of Employment. Unless the Committee otherwise determines, in theevent of the termination of employment with the Company or any parent, subsidiary or affiliate ofthe Company of an Optionee who is an employee or the termination or separation from service withthe Company or any parent, subsidiary or affiliate of the Company of an advisor, consultant or aDirector (who is an Optionee) for any reason (other than death or disability as provided below),any Option(s) granted to such Optionee (or its Permitted Assignee) under this Plan and notpreviously exercised or expired, to the extent vested on the date of such termination orseparation, shall be exercisable as of such termination for a period not to exceed three monthsafter the date of such termination or separation, provided, however, that in no instance may theterm of the Option, as so extended, exceed the maximum term established pursuant to Section3.1(b)(ii) or 9.1 above.
     9.6 Death. In the event an Optionee dies while employed by the Company or anyparent, subsidiary or affiliate of the Company or while serving as a Director, advisor orconsultant of the Company or any parent, subsidiary of the Company, as the case may be, anyOption(s) held by such Optionee (or its Permitted Assignee) and not previously expired or exercisedshall, to the extent exercisable on the date of death, be exercisable by the estate of suchOptionee or by any person who acquired such Option by bequest or inheritance, or by the PermittedAssignee at any time within one year after the death of the Optionee, unless earlier terminatedpursuant to its terms, provided, however, that in no instance may the term of the Option, as soextended, exceed the maximum term established pursuant to Section 3.1(b)(ii) or 9.1 above.
     9.7. Disability. In the event of the termination of employment with the Company orany parent, subsidiary or affiliate of the Company of an Optionee or separation from service withthe Company or any parent, subsidiary or affiliate of the Company of an Optionee who is a Director,advisor or consultant of the Company or any parent, subsidiary or affiliate of the Company due tototal disability, the Optionee, or his
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guardian or legal representative, or a Permitted Assigneeshall have the unqualified right to exercise any Option that has not expired or been previouslyexercised and that the Optionee was eligible to exercise as of the first date of total disability(as determined by the Committee), at any time within one year after such termination or separation,unless earlier terminated pursuant to its terms, provided, however, that in no instance may theterm of the Option, as so extended, exceed the maximum term established pursuant to Section3.1(b)(ii) or 9.1 above. The term “total disability” shall, for purposes of this Plan, be definedin the same manner as such term is defined in Section 22(e)(3) of the Code.
     9.8 Terms of Grant. Notwithstanding anything in Section 9.5, 9.6 or 9.7 to thecontrary, the Committee may grant an Option under such terms and conditions as may be provided inthe Share Option Agreement given to the Optionee and the Committee has the discretion to modify theterms and conditions of an Option after grant as long as no rights of the Participant are impaired,provided, however, that in no instance may the term of the Option, as so extended, exceed themaximum term established pursuant to Section 3.1(b)(ii) or 9.1 above.
     9.9. Adjustments. In the event that the Committee shall determine that any dividendor other distribution (whether in the form of cash, Shares, other securities, or other property),recapitalization, stock split, reverse stock split, reorganization, merger, consolidation,split-up, spin-off, combination, repurchase, or exchange of Shares or other securities, theissuance of warrants or other rights to purchase Shares or other securities, or other similarcorporate transaction or event affects the Shares with respect to which Options have been or may beissued under the Plan, such that an adjustment is determined in good faith by the Committee to beappropriate in order to prevent dilution or enlargement of the benefits or potential benefitsintended to be made available under the Plan, then the Committee shall, in such manner as theCommittee may deem equitable, adjust any or all of (i) the number and type of Shares thatthereafter may be made the subject of Awards, (ii) the number and type of Shares subject tooutstanding Awards, and (iii) the grant or exercise price with respect to any Option, or, if deemedappropriate, make provision for a cash payment to the holder of any outstanding Option; provided,in each case, that with respect to “incentive stock options,” no such adjustment shall beauthorized to the extent that such adjustment would cause such options to violate Section 422(b) ofthe Code or any successor provision; and provided further, that the number of Shares subject to anyOption denominated in Shares shall always be a whole number. In the event of any reorganization,merger, consolidation, split-up, spin-off, or other business combination involving the Company(each, a “Reorganization”), the Committee may cause any Award outstanding as of the effective dateof the Reorganization to be canceled in consideration of a cash payment made to or an alternateAward (whether from the Company or another entity that is a party to the Reorganization), or acombination thereof, the holder of such canceled Award substantially equivalent in value to thefair market value of such canceled Award. The determination of fair market value shall be made bythe Committee in its sole discretion.
     9.10. Amendment and Modification of the Plan. The Compensation Committee of the BoardofDirectors of the Company may, from time to time, alter, amend, suspend or terminate the Planas it shall deem advisable, subject to any requirement for shareholder approval imposed byapplicable law, including without limitation Sections 162(m) and 422 of the Code, or any rule ofany stock exchange or quotation system on which Shares are listed or quoted; provided that suchCompensation Committee may not amend the Plan, without the approval of the Company’s shareholders,to increase the number of Shares that may be the subject of Options under the Plan (except foradjustments pursuant to Section 9.9 hereof). In addition, no amendments to, or termination of, thePlan shall in any way impair the rights of an Optionee or a Participant (or a Permitted Assigneethereof) under any Award previously granted without such Optionee’s or Participant’s consent.
     9.11. Validity of Awards. The validity of any Award or grant of Options made pursuantto this Plan shall remain in full force and effect and shall not be affected by the compliance ornoncompliance with Section 162(m) of the Code or Rule 16b-3 of the Exchange Act.
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**ARTICLE 10.**
**MISCELLANEOUS**
     10.1. Tax Withholding. The Company or any parent, subsidiary or affiliate of theCompany shall have the right to make all payments or distributions made pursuant to the Plan to anOptionee or Participant (or a Permitted Assignee thereof) net of any applicable federal, state andlocal taxes required to be paid as a result of the grant of any Award, exercise of an Option orstock appreciation rights or any other event occurring pursuant to this Plan. The Company or anyparent, subsidiary or affiliate of the Company shall have the right to withhold from wages or otherpayments otherwise payable to such Optionee or Participant (or a Permitted Assignee thereof) suchwithholding taxes as may be required by law, or to otherwise require the Optionee or Participant(or a Permitted Assignee thereof) to pay such withholding taxes. If the Optionee or Participant(or a Permitted Assignee thereof) shall fail to make such tax payments as are required, the Companyor any parent, subsidiary or affiliate of the Company shall, to the extent permitted by law, havethe right to deduct any such taxes from any payment of any kind otherwise due to such Optionee orParticipant or to take such other action as may be necessary to satisfy such withholdingobligations. In satisfaction of the requirement to pay required withholding taxes, the Optionee orParticipant (or Permitted Assignee) may make a written election, which may be accepted or rejectedin the discretion of the Committee, to have withheld a portion of the Shares then issuable to theOptionee (or Permitted Assignee) pursuant to the Plan, having an aggregate Fair Market Value equalto the required withholding taxes.
     10.2. Right of Discharge Reserved. Nothing in the Plan nor the grant of an Awardhereunder shall confer upon any employee, Director, consultant, advisor or other individual theright to continue in the employment or service of the Company or any parent, subsidiary oraffiliate of the Company or affect any right that the Company or any parent, subsidiary oraffiliate of the Company may have to terminate the employment or service of (or to demote or toexclude from future Awards under the Plan) any such employee, Director, consultant, advisor orother individual at any time for any reason. Except as specifically provided by the Committee, theCompany shall not be liable for the loss of existing or potential profit with respect to an Awardin the event of termination of an employment or other relationship even if the termination is inviolation of an obligation of the Company or any parent, subsidiary or affiliate of the Company tothe Optionee or Participant.
     10.3. Unfunded Plan. Unless otherwise determined by the Committee, the Plan shall beunfunded and shall not create (or be construed to create) a trust or a separate fund or funds. ThePlan shall not establish any fiduciary relationship between the Company or any parent, subsidiaryor affiliate of the Company and any Optionee, Participant or other person. To the extent anyOptionee or Participant holds any rights by virtue of any grant or award made under the Plan, suchrights shall constitute general unsecured liabilities of the Company or any parent, subsidiary oraffiliate of the Company and shall not confer upon any participant any right, title, or interest inany assets of the Company or any parent, subsidiary or affiliate of the Company.
     10.4. Legend. All certificates for Shares delivered under this Plan shall be subjectto such stock transfer orders and other restrictions as the Committee may deem advisable under therules, regulations and other requirements of the Securities and Exchange Commission, any stockexchange upon which the Shares are then listed or any national securities association system uponwhose system the Shares are then quoted, any applicable Federal or state securities law, and anyapplicable corporate law, and the Committee may cause a legend or legends to be put on any suchcertificates to make appropriate reference to such restrictions.
     10.5. Listing and Other Conditions. (a) As long as the Shares are listed on anational securities exchange or system sponsored by a national securities association, the issue ofany Shares pursuant to an Award shall be conditioned upon such Shares being listed on such exchangeor system. The Company shall have no obligation to deliver such Shares unless and until suchShares are so listed; provided,however, that any delay in the delivery of such Shares shall be based solely on a reasonablebusiness decision and the
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right to exercise any Option with respect to such Shares shall besuspended until such listing has been effected.
          (b) If at any time counsel to the Company shall be of the opinion that any sale or delivery ofShares pursuant to any Award is or may in the circumstances be unlawful or result in the impositionof excise taxes on the Company under the statutes, rules or regulations of any applicablejurisdiction, the Company shall have no obligation to make such sale or delivery, or to make anyapplication or to effect or to maintain any qualification or registration under the Securities Actof 1933, as amended, or otherwise with respect to Shares or Award, and the right to any Award shallbe suspended until, in the opinion of said counsel, such sale or delivery shall be lawful or willnot result in the imposition of excise taxes on the Company.
          (c) Upon termination of any period of suspension under this Section 10.5, any Award affectedby such suspension which shall not then have expired or terminated shall be reinstated as to allshares available before such suspension and as to shares which would otherwise have becomeavailable during the period of such suspension, but no such suspension shall extend the term of anyOption.
          (d) A Participant shall be required to supply the Company with any certificates,representations and information that the Company requests and otherwise cooperate with the Companyin obtaining any listing, registration, qualification, exemption, consent or approval the Companydeems necessary or appropriate.
     10.6. Dissolution or Liquidation. In the event of the proposed dissolution orliquidation of the Company, the Committee shall notify each Optionee and Participant as soon aspracticable prior to the effective date of such proposed transaction. The Committee in its solediscretion may permit an Optionee to exercise an Option until ten days prior to such transactionwith respect to all vested and exercisable Shares covered thereby and with respect to such numberof unvested Shares as the Committee shall determine. In addition, the Committee may provide thatany forfeiture provision or Company repurchase option applicable to any Restricted Share Awardshall lapse as to such number of Shares as the Committee shall determine, contingent upon theoccurrence of the proposed dissolution or liquidation at the time and in the manner contemplated.To the extent an Option has not been previously exercised, the Option shall terminate automaticallyimmediately prior to the consummation of the proposed action. To the extent a forfeiture provisionapplicable to a Restricted Share Award has not been waived by the Committee, the related RestrictedShare Award shall be forfeited automatically immediately prior to the consummation of the proposedaction.
     10.7. Severability. If any provision of the Plan shall be held unlawful or otherwiseinvalid or unenforceable in whole or in part, such unlawfulness, invalidity or unenforceabilityshall not affect any other provision of the Plan or part thereof, each of which shall remain infull force and effect. If the making of any payment or the provision of any other benefit requiredunder the Plan shall be held unlawful or otherwise invalid or unenforceable, such unlawfulness,invalidity or unenforceability shall not prevent any other payment or benefit from being made orprovided under the Plan, and if the making of any payment in full or the provision of any otherbenefit 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 benefitfrom being made or provided in part, to the extent that it would not be unlawful, invalid orunenforceable, and the maximum payment or benefit that would not be unlawful, invalid orunenforceable shall be made or provided under the Plan.
     10.8. Gender and Number. In order to shorten and to improve the understandability ofthe Plan document by eliminating the repeated usage of such phrases as “his or her” and anymasculine terminology herein shall also include the feminine, and the definition of any term hereinin the singular shall also include the plural except when otherwise indicated by the context.
     10.9. Effective Date of Plan; Termination of Plan. The Plan shall be effective on thedate of theapproval of the Plan by the holders of a majority of the shares entitled to vote thereon,provided such approval is obtained within 12 months after the date of adoption of the Plan by theBoard of Directors.
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Awards may be granted under the Plan at any time and from time to time afterthe effective date of the Plan and on or prior to August 21, 2011, on which date the Plan willexpire except as to Awards and related share appreciation rights then outstanding under the Plan.Such outstanding Awards and stock appreciation rights shall remain in effect until they have beenexercised or terminated, or have otherwise expired.
     10.10. Nature of Payments. All Awards made pursuant to the Plan are in considerationof services performed for the Company and any parent, subsidiary or affiliate of the Company. Anyincome or gain realized pursuant to Awards under the Plan and any share appreciation rightsconstitutes a special incentive payment to the Optionee, Participant or Holder and shall not betaken into account, to the extent permissible under applicable law, as compensation for purposes ofany of the employee benefit plans of the Company or any parent, subsidiary or affiliate of theCompany, except as may be determined by the Committee or by the Directors or directors of theapplicable parent, subsidiary or affiliate of the Company.
     10.11. Captions. The captions in this Plan are for convenience of reference only, andare not intended to narrow, limit or affect the substance or interpretation of the provisionscontained herein.
     10.12. Successors and Assigns. This Plan shall be binding upon and inure to thebenefit of the respective successors and permitted assigns of the Company and the Participants.
     10.13 Governing Law. The Plan and all determinations made and actions takenthereunder, 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.
**ARTICLE 11.**
**PUBLIC OFFERING**
     11.1. General. In connection with any underwritten public offering by the Company ofits equity securities pursuant to an effective registration statement filed under the SecuritiesAct of 1933, including the Company’s initial public offering, the Committee may, in its discretion,determine that a person shall not sell, make any short sale of, loan, hypothecate, pledge, grantany option for the purchase of, or otherwise dispose of or transfer for value or otherwise agree toengage in any of the foregoing transactions with respect to any Shares issued pursuant to an Awardgranted under the Plan without the prior written consent of the Company or its underwriters. Suchlimitations shall be in effect for such period of time as may be requested by the Company or suchunderwriters and agreed to by the Company’s officers and directors with respect to their Shares;provided, however, that in no event shall such period exceed 180 days. The limitations of thisArticle 11 shall in all events terminate two years after the effective date of the Company’sinitial public offering. Holders of Shares issued pursuant to an Award granted under the Planshall be subject to the provisions of this Article 11 only if the officers and directors of theCompany are also subject to similar arrangements.
     11.2. Subsequent Changes. In the event of any stock split, stock dividend,recapitalization, combination of shares, exchange of Shares or other change affecting the Company’soutstanding common stock effected as a class without the Company’s receipt of consideration, anynew, substituted or additional securities distributed with respect to the purchased shares shall beimmediately subject to the provisions of this Article 11, to the same extent the purchased sharesare at such time covered by such provisions.
     11.3. Stop-Transfer. In order to enforce the limitations of this Article 11, theCompany may impose stop-transfer instructions with respect to the purchased Shares until the end ofthe applicable period*.*
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**EXHIBIT A**
PERFORMANCE CRITERIA
          Subject to the last sentence of Section 8.4 of the Plan, performance goals established forpurposes of conditioning the grant of an Award of Restricted Shares or other Share-based awardsbased on performance or the vesting of performance-based Awards of Restricted Shares shall be basedon one or more of the following performance criteria (“Performance Criteria”): (i) the attainmentof certain target levels of, or a specified percentage increase in, revenues, income before incometaxes and extraordinary items, net income, earnings before income tax, earnings before interest,taxes, depreciation and amortization, or a combination of any or all of the foregoing; (ii) theattainment of certain target levels of, or a percentage increase in, after-tax or pre-tax profitsincluding, without limitation, that attributable to continuing and/or other operations; (iii) theattainment of certain target levels of, or a specified increase in, operational cash flow; (iv) theachievement of a certain level of, reduction of, or other specified objectives with regard tolimiting the level of increase in, all or a portion of, the Company’s bank debt or other long-termor short-term public or private debt or other similar financial obligations of the Company, whichmay be calculated net of such cash balances and/or other offsets and adjustments as may beestablished by the Committee; (v) the attainment of a specified percentage increase in earnings pershare or earnings per share from continuing operations; (vi) the attainment of certain targetlevels of, or a specified increase in, return on capital employed or return on invested capital;(vii) the attainment of certain target levels of, or a percentage increase in, after-tax or pre-taxreturn on stockholders’ equity; (viii) the attainment of certain target levels of, or a specifiedincrease in, economic value added targets based on a cash flow return on investment formula; (ix)the attainment of certain target levels in the fair market value of the shares of the Company’sstock; and (x) the growth in the value of an investment in the Company’s stock assuming thereinvestment of dividends. For purposes of item (i) above, “extraordinary items” shall mean allitems of gain, loss or expense for the fiscal year determined to be extraordinary or unusual innature or infrequent in occurrence or related to a corporate transaction (including, withoutlimitation, a disposition or acquisition) or related to a change in accounting principle, all asdetermined in accordance with standards established by Opinion No. 30 of the Accounting PrinciplesBoard.
     In addition, such Performance Criteria may be based upon the attainment of specified levels ofCompany (or affiliate, division or other operational unit of the Company) performance under one ormore of the measures described above relative to the performance of other similar companies. Tothe extent permitted under Code Section 162(m) (including, without limitation, compliance with anyrequirements for stockholder approval), the Committee may: (i) designate additional businesscriteria on which the Performance Criteria may be based or (ii) adjust, modify or amend theaforementioned business criteria.
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