Exhibit 10.16


GREEKTOWN SUPERHOLDINGS, INC.
 STOCK INCENTIVE PLAN





GREEKTOWN SUPERHOLDINGS, INC.

STOCK INCENTIVE PLAN


          Section
1. Purpose of the Plan. The purpose of the Greektown Superholdings, Inc.
Stock Incentive Plan (the “Plan”) is to assist the Company and its Subsidiaries
in attracting and retaining valued Employees, Consultants and Non-Employee
Directors by offering them a greater stake in the Company’s success and a
closer identity with it, and to encourage ownership of the Company’s stock by
such Employees, Consultants and Non-Employee Directors. 


          Section
2. Definitions. As used herein, the following definitions shall apply:


                    2.1.
“Award”
means the grant of Restricted Stock, Options, SARs, Restricted Stock Units or
other stock-based awards under the Plan.


                    2.2.
“Award
Agreement” means the written agreement, instrument or document
evidencing an Award.


                    2.3.
“Board”
means the Board of Directors of the Company.


                    2.4.
“Cause”
means, 


                              (a)
if the applicable Participant is party to an employment, consulting, severance
or similar agreement with the Company or a Subsidiary, and such term is defined
therein, “Cause” shall have the meaning provided in such agreement; 


                              (b)
if the applicable Participant is not a party to an effective employment,
consulting, severance or similar agreement or if no definition of “Cause” is
set forth in the applicable employment, consulting, severance or similar
agreement, “Cause” shall have the meaning provided in the applicable Award
Agreement; 


                   
           (c)
if neither (a) nor (b) applies, then “Cause” shall mean, as determined by the
Committee in its sole discretion, (i) the Participant’s willful misconduct or
gross negligence in connection with the performance of the Participant’s duties
for the Company or its Subsidiaries; (ii) the Participant’s conviction of, or a
plea of guilty or nolo contendere to, a felony or a crime involving fraud or
moral turpitude; (iii) the Participant’s engaging in any business that directly
or indirectly competes with the Company or its Subsidiaries; or (iv) disclosure
of trade secrets, customer lists or confidential information of the Company or
its Subsidiaries to a competitor or an unauthorized person.


                    2.5.
“Change
in Control” means, unless otherwise provided in an Award Agreement,
the occurrence of any of the following: 


                              (a)
the direct or indirect sale, lease, transfer, conveyance or other disposition
(other than by way of merger or consolidation), in one or a series of related
transactions, of all or substantially all of the properties or assets of the
Company and its Subsidiaries taken as a whole to any Person (including any
“person” or “group” (as those terms are used in Section 13(d) or 14(d) of the
Exchange Act)) other than a Permitted Holder;


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                              (b)
the consummation of a plan relating to the liquidation or dissolution of the
Company;


                              (c)
the consummation of any transaction (including, without limitation, any merger
or consolidation), the result of which is that any Person (including any
“person” (as defined above)), other than a Permitted Holder, becomes the
beneficial owner, directly or indirectly (including through a direct or
indirect parent company), of more than 50% of the corporate stock of the
Company that is at
the time entitled to vote in the election of the Board, measured by
voting power rather than number of shares; or


                              (d)
the first day on which a majority of the members of the Board are not Continuing
Directors. 


Notwithstanding
the foregoing, with respect to any Award issued under the Plan, which is
subject to Section 409A of the Code, no event shall set forth above shall be
deemed to be a Change in Control, unless such event would also be considered a
“change in ownership or effective control of a corporation or in the ownership
of a substantial portion of the assets of a corporation” under Section
409A(a)(2)(A)(v) of the Code and the regulations thereunder.


                    2.6. “Code” means the Internal Revenue Code of
1986, as amended. 


                    2.7.
“Common
Stock” means the common stock of the Company, par value $0.01 per
share.


                    2.8.
“Company”
means Greektown Superholdings, Inc., a Delaware corporation, or any successor
corporation.


                    2.9.
“Committee”
means the Compensation Committee of the Board, provided that the Committee
shall have at least two members, each of whom, at any time during which the
Plan is intended to comply with Section 162(m) of the Code, shall be a
“non-employee director” as defined in Rule 16b-3 under the Exchange Act and an
“outside director” as defined in Section 162(m) of the Code and the regulations
issued thereunder. 


                    2.10.
“Consultant”
means a natural person who provides bona fide services to the Company.


                    2.11.
“Continuing
Directors” means, as of any date of determination, any member of the
Board who: (a) was a member of the Board on the Effective Date; or was
nominated for election or elected to the Board with the approval of a majority
of the Continuing Directors who were members of such Board at the time of such
nomination or election.


                    2.12.
“Disability”
means, unless otherwise provided in an Award Agreement, that the Participant is
unable to engage in any substantial gainful activity by reason of any medically
determinable physical or mental impairment which can be expected to result in
death or which has lasted or can be expected to last for a continuous period of
not less than 12 months.


                    2.13.
“Effective
Date” means the date that the Plan is approved by Board. 


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                    2.14.
“Employee”
means an officer or other employee of the Company or a Subsidiary, including a
director who is such an employee.


                    2.15.
“Exchange
Act” means the Securities Exchange Act of 1934, as amended.


                    2.16.
“Fair
Market Value” means, on any given date (i) if the shares of Common
Stock are then listed on a national securities exchange, the closing sales
price per share of Common Stock on the exchange for such date, or if no sale
was made on such date on the exchange, on the last preceding day on which a
sale occurred; (ii) if shares of Common Stock are not then listed on a national
securities exchange but are then quoted on another stock quotation system, the
closing price for the shares of Common Stock as quoted on such quotation system
on such date, or if no sale was made on such date on such quotation system, on
the last preceding day on which a sale was made; or (iii) if (i) and (ii) do not
apply, such value as the Committee in its discretion may in good faith
determine in accordance with Section 409A of the Code and the regulations
thereunder.


                    2.17.
“Non-Employee
Director” means a member of the Board who is not an Employee.


                    2.18.
“Non-Qualified
Option” means an Option or portion thereof not intended to meet the
requirements of an incentive stock option as defined in Section 422 of the
Code.


                    2.19.
“Option”
means a right granted under Section 6.1 of the Plan to purchase a specified
number of shares of Common Stock at a specified price. Options granted under
the Plan shall be Non-Qualified Options.


                    2.20.
“Participant”
means any Employee, Non-Employee Director or Consultant who receives an Award.


                    2.21.
“Performance
Goals” means any goals established by the Committee in its sole
discretion, the attainment of which is substantially uncertain at the time such
goals are established. Performance Goals may be described in terms of
Company-wide objectives or objectives that are related to the performance of
the individual Participant or the Subsidiary, division, department or function
within the Company or Subsidiary in which the Participant is employed. Performance
Goals may be measured on an absolute or relative basis. Relative performance
may be measured by a group of peer companies or by a financial market index.
Performance Goals may be based upon: specified levels of or increases in the
Company’s, a division’s or a Subsidiary’s return on capital, equity or assets;
earnings measures/ratios (on a gross, net, pre-tax or post-tax basis),
including diluted earnings per share, total earnings, operating earnings,
earnings growth, earnings before interest and taxes (EBIT) and earnings before
interest, taxes, depreciation and amortization (EBITDA); net economic profit
(which is operating earnings minus a charge to capital); net income; operating
income; sales; sales growth; gross margin; direct margin; share price
(including but not limited to growth measures and total shareholder return),
operating profit; per period or cumulative cash flow (including but not limited
to operating cash flow and free cash flow) or cash flow return on investment
(which equals net cash flow divided by total capital); inventory turns;
financial return ratios; market share; balance sheet measurements such as
receivable turnover; improvement in or attainment of 


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expense
levels; improvement in or attainment of working capital levels; debt reduction;
strategic innovation, including but not limited to entering into, substantially
completing, or receiving payments under, relating to, or deriving from a joint
development agreement, licensing agreement, or similar agreement; customer or employee
satisfaction; individual objectives; any other financial or other measurement
deemed appropriate by the Committee as it relates to the results of operations
or other measurable progress of the Company and its Subsidiaries (or any
business unit of the Company or any of its Subsidiaries); and any combination
of any of the foregoing criteria. If the Committee determines that a change in
the business, operations, corporate structure or capital structure of the
Company, or the manner in which it conducts its business, or other events or
circumstances render the Performance Goals unsuitable, the Committee may modify
such Performance Goals or the related minimum acceptable level of achievement,
in whole or in part, as the Committee deems appropriate and equitable.


                    2.22.
“Performance
Period” means the period selected by the Committee during which the
performance of the Company, any Subsidiary, any department of the Company or
any Subsidiary, or any individual is measured for the purpose of determining
the extent to which a Performance Goal has been achieved. 


                    2.23.
“Permitted
Holder” means each of John Hancock Strategic Income Fund, John
Hancock Trust Strategic Income Trust, John Hancock Funds II Strategic Income
Fund, John Hancock High Yield Fund, John Hancock Trust High Income Trust, John
Hancock Funds II High Income Fund, John Hancock Bond Fund, John Hancock Income
Securities, John Hancock Investors Trust, John Hancock Funds III Leveraged
Companies Fund, John Hancock Funds II Active Bond Fund, John Hancock Funds
Trust Active Bond Trust, Manulife Global Fund U.S. Bond Fund, Manulife Global
Fund U.S. High Yield Fund, Manulife Global Fund Strategic Income, MIL Strategic
Income Fund, Brigade Capital Management, Sola Ltd, and Solus Core Opportunities
Master Fund Ltd or any of their Affiliates.


                    2.24.
“Person”
means any individual, corporation, partnership, joint venture, association,
joint-stock company, trust, unincorporated organization, limited liability company
or government or other entity.


                    2.25.
“Restricted
Stock” means Common Stock awarded by the Committee under Section 6.3
of the Plan.


                    2.26.
“Restricted
Stock Unit” means the right granted under Section 6.4 of the Plan to
receive, on the date of settlement, an amount equal to the Fair Market Value of
one share of Common Stock. Unless otherwise provided in an Award Agreement, all
RSU shall be settled in shares of Common Stock. 


                    2.27.
“Restriction
Period” means the period during which Restricted Stock and
Restricted Stock Units are subject to forfeiture.


                    2.28.
“SAR”
means a stock appreciation right awarded by the Committee under Section 6.2 of
the Plan. Unless otherwise provided in an Award Agreement, all SARs shall be
settled in shares of Common Stock. 


                    2.29.
“Securities
Act” means the Securities Act of 1933, as amended. 


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                    2.30.
“Subsidiary”
means any corporation, partnership, joint venture or other business entity of
which 50% or more of the outstanding voting power is beneficially owned,
directly or indirectly, by the Company.


          Section
3. Eligibility. Any Employee, Non-Employee Director or Consultant shall
be eligible to receive an Award under the Plan.


          Section
4. Administration and Implementation of the Plan.


                    4.1.
The Plan shall be administered by the Committee. Any action of the Committee in
administering the Plan shall be final, conclusive and binding on all persons,
including the Company, its Subsidiaries, Participants, persons claiming rights
from or through Participants and shareholders of the Company.


                    4.2.
Notwithstanding Section 4.1, the Committee may delegate to one or more officers
or Board members the authority to grant Awards to eligible individuals who are
not subject to the requirements of Rule 16b-3 of the Exchange Act or “covered
employees” within the meaning of Section 162(m) of the Code and the regulations
thereunder. Additionally, at any time during which the Plan is not intended to
comply with Section 162(m) of the Code, the Committee may delegate to one or
more officers or Board members the authority to grant Awards to any eligible
individuals.


                    4.3.
Subject to the provisions of the Plan, the Committee shall have full and final
authority in its discretion to (i) select the Employees, Non-Employee Directors
and Consultants who will receive Awards pursuant to the Plan; (ii) determine
the type or types of Awards to be granted to each Participant; (iii) determine
the number of shares of Common Stock to which an Award will relate, the terms
and conditions of any Award granted under the Plan (including, but not limited
to, restrictions as to vesting, transferability or forfeiture, exercisability
or settlement of an Award and waivers or accelerations thereof, and waivers of
or modifications to Performance Goals relating to an Award, based in each case
on such considerations as the Committee shall determine) and all other matters
to be determined in connection with an Award; (iv) determine the exercise price
or purchase price (if any) of an Award; (v) determine whether, to what extent,
and under what circumstances an Award may be cancelled, forfeited, or
surrendered; (vi) determine whether, and to certify that, Performance Goals to
which an Award is subject are satisfied; (vii) correct any defect or supply any
omission or reconcile any inconsistency in the Plan, and adopt, amend and
rescind such rules, regulations, guidelines, forms of agreements and
instruments relating to the Plan as it may deem necessary or advisable; (viii)
construe and interpret the Plan; and (ix) make all other determinations as the
Committee may deem necessary or advisable for the administration of the Plan;
provided, however, that the Committee shall be prohibited from effecting a
repricing of any outstanding Award without shareholder approval.


          Section
5. Shares of Common Stock Subject to the Plan.


                    5.1.
Subject to adjustment as provided in Section 8 hereof, the total number of
shares of Common Stock available for Awards under the Plan shall be 125,000
(the “Plan Limit”). Notwithstanding the foregoing, no more than 25,000
shares may be awarded to 


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any
Participant in any one calendar year. For purposes of determining the number of
shares available for Awards under the Plan, each stock-settled SAR shall count
against the Plan Limit based on the number of shares underlying the exercised
portion of such SAR rather than the number of shares issued in settlement of
such SAR. Any shares tendered, with the Committee’s approval, by a Participant
in payment of an exercise price for an Award or the tax liability with respect
to an Award, including shares withheld from any such Award, shall not be
available for future Awards hereunder. Common Stock awarded under the Plan may
be reserved or made available from the Company’s authorized and unissued Common
Stock or from Common Stock reacquired and held in the Company’s treasury. Any
shares of Common Stock issued by the Company through the assumption or
substitution of outstanding grants from an acquired company shall not reduce
the shares of Common Stock available for Awards under the Plan. 


                    5.2.
If any shares subject to an Award under the Plan are forfeited or such Award
otherwise terminates or is settled for any reason whatsoever without an actual
distribution of shares to the Participant, any shares counted against the
number of shares available for issuance pursuant to the Plan with respect to
such Award shall, to the extent of any such forfeiture, settlement, or
termination, again be available for Awards under the Plan; provided, however,
that the Committee may adopt procedures for the counting of shares relating to
any Award to ensure appropriate counting, avoid double counting, provide for
adjustments in any case in which the number of shares actually distributed
differs from the number of shares previously counted in connection with such Award,
and if necessary, to comply with applicable law or regulations. 


          Section
6. Awards. Awards may be granted on the terms and conditions set forth
in this Section 6. In addition, the Committee may impose on any Award or the
settlement or exercise thereof, at the date of grant or thereafter, such
additional terms and conditions, not inconsistent with the provisions of the
Plan, as the Committee shall determine, including without limitation terms
requiring forfeiture of Awards in the event of the termination of a
Participant’s employment or other relationship with the Company or any
Subsidiary; provided, however, that the Committee shall retain full power to
accelerate or waive any such additional term or condition as it may have
previously imposed (provided that, in any case, any such action is permitted
under Code Section 409A). The right of a Participant to exercise or receive a
grant or settlement of any Award, and the timing thereof, may be subject to
such Performance Goals as may be determined by the Committee. Each Award, and
the terms and conditions applicable thereto, shall be evidenced by an Award
Agreement.


                    6.1.
Options. Options give a Participant the right to purchase a specified
number of shares of Common Stock from the Company for a specified time period
at a fixed exercise price, as provided in the applicable Award Agreement. The
grant of Options shall be subject to the following terms and conditions:


                              (a)
Exercise
Price. The price per share at which Common Stock may be purchased
upon exercise of an Option shall be determined by the Committee and specified
in the Award Agreement, but shall be not less than the Fair Market Value of a
share of Common Stock on the date of grant. 


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                              (b)
Term of
Options. The term of an Option shall be specified in the Award
Agreement, but shall in no event be greater than ten years.


                 
            (c)
Exercise of Option. Each Award Agreement with respect to an Option shall specify
the time or times at which an Option may be exercised in whole or in part and
the terms and conditions applicable thereto, including (i) a vesting schedule
which may be based upon the passage of time, attainment of Performance Goals or
a combination thereof, (ii) whether the exercise price for an Option shall be
paid in cash, with shares of Common Stock, with any combination of cash and
shares of Common Stock, or with other legal consideration that the Committee
may deem appropriate, (iii) the methods of payment, which may include payment
through cashless and net exercise arrangements, to the extent permitted by
applicable law and (iv) the methods by which, or the time or times at which,
Common Stock will be delivered or deemed to be delivered to Participants upon
the exercise of such Option. Payment of the exercise price shall in all events
be made within three days after the date of exercise of an Option. Participants
who are subject to the reporting requirements of Section 16 of the Exchange Act
may elect to pay all or a portion of the exercise price of an Option by
directing the Company to withhold shares of Common Stock that would otherwise
be received upon exercise of such Option.


                              (d)
Termination
of Employment or Other Service. Unless otherwise
provided in an Award Agreement or as may be determined by the Committee, upon a
Participant’s termination of employment or other service with the Company and
its Subsidiaries, the unvested portion of such Participant’s Options shall
cease to vest and shall be forfeited with no further compensation due to the
Participant and the vested portion of such Participant’s Options shall remain
exercisable by the Participant or the Participant’s beneficiary or legal
representative, as the case may be, for a period of (i) 90 days in the event of
a Participant’s termination of service by the Company or a Subsidiary without
Cause, (ii) one year in the event of a Participant’s termination of service due
to death or Disability and (iii) 30 days in the event of a Participant’s
voluntary termination of service; provided, however, that in no event shall any
Option be exercisable after its stated term has expired. All of a Participant’s
Options, whether or not vested, shall be forfeited immediately upon such
Participant’s termination by the Company or a Subsidiary for Cause. 


                    6.2.
Stock Appreciation Rights. An SAR shall confer on the Participant a
right to receive, upon exercise thereof, the excess of (i) the Fair Market
Value of one share of Common Stock on the date of exercise over (ii) the grant
price of the SAR as determined by the Committee, but which may never be less
than the Fair Market Value of one share of Common Stock on the date of grant.
The grant of SARs shall be subject to the following terms and conditions:


                              (a)
General.
Each Award Agreement with respect to an SAR shall specify the number of SARs
granted, the grant price of the SAR, the time or times at which an SAR may be
exercised in whole or in part (including vesting upon the passage of time, the
attainment of Performance Goals, or a combination thereof), the method of
exercise, method of settlement (in cash, Common Stock or a combination
thereof), method by which Common Stock will be delivered or deemed to be
delivered to Participants (if applicable) and any other terms and conditions of
any SAR. 


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        (b)
Termination
of Employment or Other Service. Unless otherwise provided
in an Award Agreement or as may be determined by the Committee, upon a
Participant’s termination of employment or other service with the Company and
its Subsidiaries, the unvested portion of such Participant’s SARs shall cease
to vest and shall be forfeited with no further compensation due to the
Participant and the vested portion of such Participant’s SARs shall remain
exercisable by the Participant or the Participant’s beneficiary or legal
representative, as the case may be, for a period of (i) 90 days in the event of
a Participant’s termination of service by the Company or a Subsidiary without
Cause, (ii) one year in the event of a Participant’s termination of service due
to death or Disability and (iii) 30 days in the event of a Participant’s
voluntary termination of service; provided, however, that in no event shall any
SAR be exercisable after its stated term has expired. All of a Participant’s
SARs, whether or not vested, shall be forfeited immediately upon such
Participant’s termination by the Company or a Subsidiary for Cause. 


                              (c)
Term.
The term of an SAR shall be specified in the Award Agreement, but shall in no
event be greater than ten years.


                    6.3.
Restricted Stock. An Award of Restricted Stock is a grant by the Company
of a specified number of shares of Common Stock to the Participant, which
shares are subject to forfeiture upon the happening of specified events during
the Restriction Period. Such an Award shall be subject to the following terms
and conditions:


                              (a)
General.
Each Award Agreement with respect to Restricted Stock shall specify the
duration of the Restriction Period, if any, and/or each installment thereof,
the conditions under which the Restricted Stock may be forfeited to the Company,
and the amount, if any, the Participant must pay to receive the Restricted
Stock. Such restrictions may include a vesting schedule based upon the passage
of time, the attainment of Performance Goals or a combination thereof. 


                              (b)
Transferability.
During the Restriction Period, if any, the transferability of Restricted Stock
shall be prohibited or restricted in the manner and to the extent prescribed in
the applicable Award Agreement. Such restrictions may include, without
limitation, rights of repurchase or first refusal in the Company or provisions
subjecting the Restricted Stock to a continuing substantial risk of forfeiture
in the hands of any transferee. 


                              (c)
Shareholder
Rights. Unless otherwise provided in the applicable Award Agreement,
during the Restriction Period the Participant shall have all the rights of a
shareholder with respect to Restricted Stock, including, without limitation,
the right to receive dividends thereon (whether in cash or shares of Common
Stock) and to vote such shares of Restricted Stock. Dividends shall be subject
to the same restrictions as the underlying Restricted Stock unless otherwise
provided by the Committee.


                              (d)
Termination
of Employment or Other Service. Unless otherwise provided
in an Award Agreement or as may be determined by the Committee, upon a
Participant’s termination of employment or other service with the Company and
its Subsidiaries for any reason, the unvested portion of each Award of
Restricted Stock held by such Participant shall be forfeited with no further
compensation due the Participant. 


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                    6.4.
Restricted Stock Units. Restricted Stock Units are solely a device for
the measurement and determination of the amounts to be paid to a Participant
under the Plan. Restricted Stock Units do not constitute Common Stock and shall
not be treated as (or as giving rise to) property or as a trust fund of any
kind; provided, however, that the Company may establish a bookkeeping reserve
to meet its obligations hereunder or a trust or other funding vehicle that
would not cause the Plan to be deemed to be funded for tax purposes or for
purposes of Title I of the Employee Retirement Income Security Act of 1974, as
amended. The right of any Participant in respect of an Award of Restricted
Stock Units shall be no greater than the right of any unsecured general
creditor of the Company. The grant of Restricted Stock Units shall be subject
to the following terms and conditions:


                             (a)
Restriction
Period. Each Award Agreement with respect to Restricted Stock Units
shall specify the duration of the Restriction Period, if any, and/or each
installment thereof and the conditions under which such Award may be forfeited
to the Company. Such restrictions may include a vesting schedule based upon the
passage of time, the attainment of Performance Goals or a combination thereof. 


                             (b)
Termination
of Employment or Other Service. Unless otherwise
provided in an Award Agreement or as may be determined by the Committee, upon a
Participant’s termination of employment or other service with the Company and
its Subsidiaries for any reason, the unvested portion of each Award of Restricted
Stock Units credited to such Participant shall be forfeited with no
compensation due the Participant. 


                             (c)
Settlement.
Unless otherwise provided in an Award Agreement (i) an Award of Restricted
Stock Units shall be settled in shares of Common Stock, provided that any
fractional Restricted Stock Units shall be settled in cash and (ii) subject to
the Participant’s continued employment or other service with the Company or a
Subsidiary from the date of grant through the expiration of the Restriction
Period (or applicable portion thereof), the vested portion of an Award of
Restricted Stock Units shall be settled within 30 days after the expiration of
the Restriction Period (or applicable portion thereof). 


                              (d)
Shareholder
Rights. Nothing contained in the Plan shall be construed to give any
Participant rights as a shareholder with respect to an Award of Restricted
Stock Units (including, without limitation, any voting, dividend or derivative
or other similar rights). Notwithstanding the foregoing, the Committee may
provide in an Award Agreement that amounts equal to any dividends declared
during the Restriction Period and, if applicable, any deferral period, on the
shares of Common Stock represented by an Award of Restricted Stock Units will
be credited to the Participant’s account and deemed to be reinvested in
additional Restricted Stock Units, such additional Restricted Stock Units to be
subject to the same forfeiture restrictions and payment elections, if any, as
the Restricted Stock Units to which they relate. 


                    6.5.
Other Stock-Based Awards. The Committee is authorized, subject to
limitations under applicable law, to grant to Participants any type of Award
(in addition to those Awards provided in Sections 6.1, 6.2, 6.3 or 6.4 hereof)
that is payable in, or valued in whole or in part by reference to, shares of
Common Stock, and that is deemed by the Committee to be consistent with the
purposes of the Plan. 


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          Section
7. Change in Control. 


                    7.1.
General. Notwithstanding any provision in the Plan to the contrary, upon
the occurrence of a Change in Control, the Committee, in its discretion, may
accelerate the vesting and, if applicable, exercisability of all outstanding
Awards such that all outstanding Awards are fully vested and, if applicable,
exercisable (effective immediately prior to such Change in Control). 


                    7.2.
Options and SARs. Notwithstanding any provision in the Plan to the
contrary, upon the occurrence of a Change in Control, the Committee, in its
discretion, may take one or more of the following actions with respect to all
Options and SARs that are outstanding as of such Change in Control: (a) cancel
all outstanding Options or SARs in exchange for a cash payment in an amount
equal to the excess, if any, of the Fair Market Value of the Common Stock
underlying the unexercised portion of the Option or SAR as of the date of the
Change in Control over the exercise price or grant price, as the case may be,
of such portion, provided that any Option or SAR with an exercise price or
grant price, as the case may be, that equals or exceeds the Fair Market Value
of the Common Stock on the date of such Change in Control shall be cancelled
with no payment due the Participant; (b) terminate all Options or SARs,
effective immediately prior to the Change in Control, provided that the Company
provides the Participant an opportunity to exercise such Award within a
specified period following the Participant’s receipt of a written notice of
such Change in Control and the Company’s intention to terminate such Awards,
effective immediately prior to such Change in Control; or (c) require the
successor corporation, following a Change in Control if the Company does not
survive such Change in Control, to assume all outstanding Options or SARs and
to substitute such Options or SARs with awards involving the common stock of
such successor corporation on terms and conditions necessary to preserve the rights
of Participants with respect to such Options or SARs. 


                    7.3.
Restricted Stock Units. The Committee may provide in an Award Agreement
or an election form that, upon the occurrence of a Change in Control, all
vested Restricted Stock Units shall become immediately payable. 


                    7.4.
Other Awards. Upon the occurrence of a Change in Control, the Committee
may take such other actions as it deems appropriate with respect to any other
type of Award granted under the Plan. 


The judgment
of the Committee with respect to any matter referred to in this Section 7 shall
be conclusive and binding upon each Participant without the need for any
amendment to the Plan. 


               Section
8. Adjustments upon Changes in Capitalization.


                              8.1.
In the event that the Committee shall determine that any stock dividend,
recapitalization, forward split or reverse split, reorganization, merger,
consolidation, spin-off, combination, repurchase or share exchange, extraordinary
or unusual cash distribution or other similar corporate transaction or event,
affects the Common Stock such that an adjustment is appropriate in order to
prevent dilution or enlargement of the rights of Participants under the Plan,
then the Committee shall proportionately and equitably adjust any or all of (i)
the number and kind of shares of Common Stock which may thereafter be issued in
connection with Awards,


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(ii) the
number and kind of shares of Common Stock issuable in respect of outstanding
Awards, (iii) the aggregate number and kind of shares of Common Stock available
under the Plan, (iv) the limits described in Section 5 of the Plan and (v) the
exercise price or grant price relating to any Award or, if deemed appropriate,
make provision for a cash payment with respect to any outstanding Award. 


                    8.2.
In addition, the Committee is authorized to make adjustments in the terms and
conditions of, and the criteria included in, Awards, including any Performance
Goals, in recognition of unusual or nonrecurring events (including, without
limitation, events described in Section 8.1) affecting the Company or any
Subsidiary, or in response to changes in applicable laws, regulations, or
accounting principles. 


          Section
9. Termination and Amendment.


                    9.1.
Changes to the Plan and Awards. The Board may amend, alter, suspend,
discontinue, or terminate the Plan without the consent of the Company’s
shareholders or Participants, except that any such amendment, alteration,
suspension, discontinuation, or termination shall be subject to the approval of
the Company’s shareholders if (i) such action would decrease the price at which
outstanding Awards may be exercised or (ii) such shareholder approval is
required by any applicable federal, state or foreign law or regulation or the
rules of any stock exchange or automated quotation system on which the Common
Stock may then be listed or quoted, and the Board may otherwise, in its
discretion, determine to submit such other changes to the Plan to the Company’s
shareholders for approval; provided, however, that without the consent of an
affected Participant, no amendment, alteration, suspension, discontinuation, or
termination of the Plan may materially and adversely affect the rights of such
Participant under any outstanding Award unless such modification is necessary
to ensure a deduction under Section 162(m) of the Code, if applicable, or to
avoid the additional tax described in Section 409A of the Code. 


                    9.2.
The Committee may waive any conditions or rights under, or amend, alter,
suspend, discontinue, or terminate, any Award theretofore granted and any Award
Agreement relating thereto; provided, however, that without the consent of an affected
Participant, no such amendment, alteration, suspension, discontinuation, or
termination of any Award may materially and adversely affect the rights of such
Participant under such Award, unless such modification is necessary to ensure a
deduction under Section 162(m) of the Code, if applicable, or to avoid the
additional tax described in Section 409A of the Code. 


                    9.3.
Notwithstanding anything in this Section 9 to the contrary, any Performance
Goal applicable to an Award shall not be deemed a fixed contractual term, but
shall remain subject to adjustment by the Committee, in its discretion at any
time in view of the Committee’s assessment of the Company’s strategy,
performance of comparable companies, and other circumstances, except to the
extent that any such adjustment to a performance condition would adversely
affect the status of an Award intended to satisfy the “qualified
performance-based compensation” exception under Section 162(m) of the Code and
the regulations thereunder. 


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          Section
10. No Right to Award, Employment or Service. No Participant shall have
any claim to be granted any Award under the Plan, and there is no obligation
that the terms of Awards be uniform or consistent among Participants. Neither
the Plan nor any action taken hereunder shall be construed as giving any
Participant any right to be retained in the employ or service of the Company or
any Subsidiary. For purposes of this Plan, a transfer of employment or service
between the Company and its Subsidiaries shall not be deemed a termination of
employment or service; provided, however, that individuals employed by, or
otherwise providing services to, an entity that ceases to be a Subsidiary shall
be deemed to have incurred a termination of employment or service, as the case
may be, as of the date such entity ceases to be a Subsidiary unless such
individual becomes an employee of, or service provider to, the Company or
another Subsidiary as of the date of such cessation. 


          Section
11. Taxes. Each Participant must make appropriate arrangement for the
payment of any taxes relating to an Award granted hereunder. The Company or any
Subsidiary is authorized to withhold from any payment relating to an Award
under the Plan, including from a distribution of Common Stock or any payroll or
other payment to a Participant, amounts of withholding and other taxes due in
connection with any transaction involving an Award, and to take such other
action as the Committee may deem advisable to enable the Company and Participants
to satisfy obligations for the payment of withholding taxes and other tax
obligations relating to any Award. This authority shall include the ability to
withhold or receive Common Stock or other property and to make cash payments in
respect thereof in satisfaction of a Participant’s tax obligations.
Participants who are subject to the reporting requirements of Section 16 of the
Exchange Act may elect to direct to the Company to withhold shares of Common
Stock that would otherwise be received upon the vesting, settlement or exercise
of an Award to satisfy the withholding taxes applicable to such Award.
Withholding of taxes in the form of shares of Common Stock with respect to an
Award shall not occur at a rate that exceeds the minimum required statutory federal
and state withholding rates.


          Section
12. Limits on Transferability; Beneficiaries. No Award or other right or
interest of a Participant under the Plan shall be pledged, encumbered, or
hypothecated to, or in favor of, or subject to any lien, obligation, or
liability of such Participant to, any party, other than the Company or any
Subsidiary, or assigned or transferred by such Participant otherwise than by
will or the laws of descent and distribution, and such Awards and rights shall
be exercisable during the lifetime of the Participant only by the Participant
or his or her guardian or legal representative. Notwithstanding the foregoing,
the Committee may, in its discretion, provide that Awards or other rights or
interests of a Participant granted pursuant to the Plan be transferable,
without consideration, to immediate family members (i.e., children,
grandchildren or spouse), to trusts for the benefit of such immediate family
members and to partnerships in which such family members are the only partners.
The Committee may attach to such transferability feature such terms and
conditions as it deems advisable. In addition, a Participant may, in the manner
established by the Committee, designate a beneficiary (which may be a person or
a trust) to exercise the rights of the Participant, and to receive any
distribution, with respect to any Award upon the death of the Participant. A
beneficiary, guardian, legal representative or other person claiming any rights
under the Plan from or through any Participant shall be subject to all terms
and conditions of the Plan and any Award Agreement applicable to such
Participant, except as otherwise determined by the Committee, and to any
additional restrictions deemed necessary or appropriate by the Committee.


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          Section
13. Securities Law Requirements.


                    13.1.
No shares of Common Stock may be issued hereunder if the Company shall at any
time determine that to do so would (i) violate the listing requirements of an
applicable securities exchange, or adversely affect the registration or
qualification of the Company’s Common Stock under any state or federal law, or
(ii) require the consent or approval of any regulatory body or the satisfaction
of withholding tax or other withholding liabilities. In any of the events
referred to in clause (i) or clause (ii) above, the issuance of such shares
shall be suspended and shall not be effective unless and until such
withholding, listing, registration, qualifications or approval shall have been
effected or obtained free of any conditions not acceptable to the Company in
its sole discretion, notwithstanding any termination of any Award or any
portion of any Award during the period when issuance has been suspended.


                    13.2.
The Committee may require, as a condition to the issuance of shares hereunder,
representations, warranties and agreements to the effect that such shares are
being purchased or acquired by the Participant for investment only and without
any present intention to sell or otherwise distribute such shares and that the
Participant will not dispose of such shares in transactions which, in the
opinion of counsel to the Company, would violate the registration provisions of
the Securities Act, and the rules and regulations thereunder. 


          Section
14. Termination. Unless earlier terminated, the Plan shall terminate on
the 10th anniversary of its approval by the Board, and no Awards
under the Plan shall thereafter be granted.


          Section
15. Fractional Shares. The Company will not be required to issue any
fractional shares of Common Stock pursuant to the Plan. The Committee may
provide for the elimination of fractions and settlement of such fractional
shares of Common Stock in cash.


          Section
16. Governing Law. The validity and construction of the Plan and any
Award Agreements entered into thereunder shall be construed and enforced in
accordance with the laws of the State of Delaware, but without giving effect to
the conflict of laws principles thereof.


          Section
17. Effective Date. The Plan shall become effective upon the Effective
Date. 


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