Unassociated Document


     

    
      Exhibit
4.1

       

      TEGAL
CORPORATION

      2007
INCENTIVE AWARD PLAN

       

      ARTICLE
1.

      PURPOSE

       

      The
purpose of the Tegal Corporation 2007 Incentive Award Plan (the “Plan”) is to promote
the success and enhance the value of Tegal Corporation (the “Company”) by linking
the personal interests of the members of the Board, Employees, and Consultants
to those of Company stockholders and by providing such individuals with an
incentive for outstanding performance to generate superior returns to Company
stockholders.  The Plan is further intended to provide flexibility to
the Company in its ability to motivate, attract, and retain the services of
members of the Board, Employees, and Consultants upon whose judgment, interest,
and special effort the successful conduct of the Company’s operation is largely
dependent.

       

      ARTICLE
2.

      DEFINITIONS
AND CONSTRUCTION

       

      Wherever
the following terms are used in the Plan they shall have the meanings specified
below, unless the context clearly indicates otherwise.  The singular
pronoun shall include the plural where the context so indicates.

       

      
        	
                 
      

              	
                2.1

              	
                “Award” means an
      Option, a Restricted Stock award, a Stock Appreciation Right award, a
      Performance Share award, a Performance Stock Unit award, a Dividend
      Equivalents award, a Stock Payment award, a Deferred Stock award, a
      Restricted Stock Unit award, a Performance Bonus Award, or a
      Performance-Based Award granted to a Participant pursuant to the
      Plan.

              


      

       

      
        	
                 
      

              	
                2.2

              	
                “Award
      Agreement” means any written agreement, contract, or other
      instrument or document evidencing an Award, including through electronic
      medium.

              


      

       

      
        	
                 
      

              	
                2.3

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

              


      

       

      
        	
                 
      

              	
                2.4

              	
                “Change in
      Control” means and includes each of the
  following:

              


      

       

      
        	
                 
      

              	
                (a)

              	
                A
      transaction or series of transactions (other than an offering of Stock to
      the general public through a registration statement filed with the
      Securities and Exchange Commission) whereby any “person” or related
      “group” of “persons” (as such terms are used in Sections 13(d) and
      14(d)(2) of the Exchange Act) (other than the Company, any of its
      subsidiaries, an employee benefit plan maintained by the Company or any of
      its subsidiaries or a “person” that, prior to such transaction, directly
      or indirectly controls, is controlled by, or is under common control with,
      the Company) directly or indirectly acquires beneficial ownership (within
      the meaning of Rule 13d-3 under the Exchange Act) of securities of the
      Company possessing more than 50% of the total combined voting power of the
      Company’s securities outstanding immediately after such acquisition;
      or

              


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        	
                 
      

              	
                (b)

              	
                During
      any period of two consecutive years, individuals who, at the beginning of
      such period, constitute the Board together with any new director(s) (other
      than a director designated by a person who shall have entered into an
      agreement with the Company to effect a transaction described in Section
      2.4(a) or Section 2.4(c)) whose election by the Board or nomination for
      election by the Company’s stockholders was approved by a vote of at least
      two-thirds of the directors then still in office who either were directors
      at the beginning of the two-year period or whose election or nomination
      for election was previously so approved, cease for any reason to
      constitute a majority thereof; or

              


      

       

      
        	
                 
      

              	
                (c)

              	
                The
      consummation by the Company (whether directly involving the Company or
      indirectly involving the Company through one or more intermediaries) of
      (x) a merger, consolidation, reorganization, or business combination
      or (y) a sale or other disposition of all or substantially all of the
      Company’s assets in any single transaction or series of related
      transactions or (z) the acquisition of assets or stock of another
      entity, in each case other than a
transaction:

              


      

       

      
        	
                 
      

              	
                (i)

              	
                Which
      results in the Company’s voting securities outstanding immediately before
      the transaction continuing to represent (either by remaining outstanding
      or by being converted into voting securities of the Company or the person
      that, as a result of the transaction, controls, directly or indirectly,
      the Company or owns, directly or indirectly, all or substantially all of
      the Company’s assets or otherwise succeeds to the business of the Company
      (the Company or such person, the “Successor
      Entity”)) directly or indirectly, at least a majority of the
      combined voting power of the Successor Entity’s outstanding voting
      securities immediately after the transaction,
  and

              


      

       

      
        	
                 
      

              	
                (ii)

              	
                After
      which no person or group beneficially owns voting securities representing
      50% or more of the combined voting power of the Successor Entity; provided, however, that
      no person or group shall be treated for purposes of this Section
      2.4(c)(ii) as beneficially owning 50% or more of combined voting power of
      the Successor Entity solely as a result of the voting power held in the
      Company prior to the consummation of the transaction;
  or

              


      

       

      
        	
                 
      

              	
                (d)

              	
                The
      Company’s stockholders approve a liquidation or dissolution of the
      Company.

              


      

       

      The
Committee shall have full and final authority, which shall be exercised in its
discretion, to determine conclusively whether a Change in Control of the Company
has occurred pursuant to the above definition, and the date of the occurrence of
such Change in Control and any incidental matters relating thereto.

       

      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

       

      
        	
                 
      

              	
                2.5

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

              


      

       

      
        	
                 
      

              	
                2.6

              	
                “Committee”
      means the committee of the Board described in Article
  13.

              


      

       

      
        	
                 
      

              	
                2.7

              	
                “Consultant”
      means any consultant or adviser if: (a) the consultant or adviser renders
      bona fide services to the Company or any Subsidiary; (b) the services
      rendered by the consultant or adviser are not in connection with the offer
      or sale of securities in a capital-raising transaction and do not directly
      or indirectly promote or maintain a market for the Company’s securities;
      and (c) the consultant or adviser is a natural
  person.

              


      

       

      
        	
                 
      

              	
                2.8

              	
                “Covered
      Employee” means an Employee who is, or could be, a “covered
      employee” within the meaning of Section 162(m) of the
  Code.

              


      

       

      
        	
                 
      

              	
                2.9

              	
                “Deferred Stock”
      means a right to receive a specified number of shares of Stock during
      specified time periods pursuant to Section
8.5.

              


      

       

      
        	
                 
      

              	
                2.10

              	
                “Director” means
      a member of the Board, or as applicable, a member of the board of
      directors of a Subsidiary.

              


      

       

      
        	
                 
      

              	
                2.11

              	
                “Disability” means that the
      Participant qualifies to receive long-term disability payments under the
      Company’s long-term disability insurance program, as it may be amended
      from time to time.

              


      

       

      
        	
                 
      

              	
                2.12

              	
                “Dividend
      Equivalents” means a right granted to a Participant pursuant to
      Section 8.3 to receive the equivalent value (in cash or Stock) of
      dividends paid on Stock.

              


      

       

      
        	
                 
      

              	
                2.13

              	
                “Effective Date”
      shall have the meaning set forth in Section
  14.1.

              


      

       

      
        	
                 
      

              	
                2.14

              	
                “Eligible
      Individual” means any person who is an Employee, a Consultant or an
      Independent Director, as determined by the
  Committee.

              


      

       

      
        	
                 
      

              	
                2.15

              	
                “Employee” means
      any officer or other employee (as defined in accordance with Section
      3401(c) of the Code) of the Company or any
  Subsidiary.

              


      

       

      
        	
                 
      

              	
                2.16

              	
                “Equity
      Restructuring” shall mean a nonreciprocal transaction between the
      company and its stockholders, such as a stock dividend, stock split,
      spin-off, rights offering or recapitalization through a large,
      nonrecurring cash dividend, that affects the shares of Stock (or other
      securities of the Company) or the share price of Stock (or other
      securities) and causes a change in the per share value of the Stock
      underlying outstanding Awards.

              


      

       

      
        	
                 
      

              	
                2.17

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

              


      

       

      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      

       

      
        	
                 
      

              	
                2.18

              	
                “Fair Market
      Value” means, as of any given date, (a) if Stock is traded on any
      established stock exchange, the closing price of a share of Stock as
      reported in the Wall
      Street Journal (or such other source as the Company may deem
      reliable for such purposes) for such date, or if no sale occurred on such
      date, the first trading date immediately prior to such date during which a
      sale occurred; or (b) if Stock is not traded on an exchange but is quoted
      on a national market or other quotation system, the last sales price on
      such date, or if no sales occurred on such date, then on the date
      immediately prior to such date on which sales prices are reported; or (c)
      if Stock is not publicly traded, the fair market value established by the
      Committee acting in good faith.

              


      

       

      
        	
                 
      

              	
                2.19

              	
                “Incentive Stock
      Option” means an Option that is intended to meet the requirements
      of Section 422 of the Code or any successor provision
    thereto.

              


      

       

      
        	
                 
      

              	
                2.20

              	
                “Independent
      Director” means a Director of the Company who is not an
      Employee.

              


      

       

      
        	
                 
      

              	
                2.21

              	
                “Non-Employee
      Director” means a Director of the Company who qualifies as a
      “Non-Employee Director” as defined in Rule 16b-3(b)(3) under the Exchange
      Act, or any successor rule.

              


      

       

      
        	
                 
      

              	
                2.22

              	
                “Non-Qualified Stock
      Option” means an Option that is not intended to be an Incentive
      Stock Option.

              


      

       

      
        	
                 
      

              	
                2.23

              	
                “Option” means a
      right granted to a Participant pursuant to Article 5 of the Plan to
      purchase a specified number of shares of Stock at a specified price during
      specified time periods.  An Option may be either an Incentive
      Stock Option or a Non-Qualified Stock
Option.

              


      

       

      
        	
                 
      

              	
                2.24

              	
                “Participant”
      means any Eligible Individual who, as a member of the Board, Consultant or
      Employee, has been granted an Award pursuant to the
  Plan.

              


      

       

      
        	
                 
      

              	
                2.25

              	
                “Performance-Based
      Award” means an Award granted to selected Covered Employees
      pursuant to Section 8.7, but which is subject to the terms and conditions
      set forth in Article 9.  All Performance-Based Awards are
      intended to qualify as Qualified Performance-Based
      Compensation.

              


      

       

      
        	
                 
      

              	
                2.26

              	
                “Performance Bonus
      Award” has the meaning set forth in Section
  8.7.

              


      

       

      
        	
                 
      

              	
                2.27

              	
                “Performance
      Criteria” means the criteria that the Committee selects for
      purposes of establishing the Performance Goal or Performance Goals for a
      Participant for a Performance Period.  The Performance Criteria
      that will be used to establish Performance Goals are limited to the
      following: net earnings (either before or after interest, taxes,
      depreciation and amortization), economic value-added, sales or revenue,
      net income (either before or after taxes), operating earnings, cash flow
      (including, but not limited to, operating cash flow and free cash flow),
      cash flow return on capital, return on net assets, return on stockholders’
      equity, return on assets, return on capital, stockholder returns, return
      on sales, gross or net profit margin, productivity, expense, margins,
      operating efficiency, customer satisfaction, working capital, earnings per
      share, price per share of Stock, and market share, any of which may be
      measured either in absolute terms or as compared to any incremental
      increase or as compared to results of a peer group.  The
      Committee shall define in an objective fashion the manner of calculating
      the Performance Criteria it selects to use for such Performance Period for
      such Participant.

              


      

       

      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      

        

      
        	
                 
      

              	
                2.28

              	
                “Performance
      Goals” means, for a Performance Period, the goals established in
      writing by the Committee for the Performance Period based upon the
      Performance Criteria.  Depending on the Performance Criteria
      used to establish such Performance Goals, the Performance Goals may be
      expressed in terms of overall Company performance or the performance of a
      division, business unit, or an individual.  The Committee, in
      its discretion, may, within the time prescribed by Section 162(m) of the
      Code, adjust or modify the calculation of Performance Goals for such
      Performance Period in order to prevent the dilution or enlargement of the
      rights of Participants (a) in the event of, or in anticipation of, any
      unusual or extraordinary corporate item, transaction, event, or
      development, or (b) in recognition of, or in anticipation of, any other
      unusual or nonrecurring events affecting the Company, or the financial
      statements of the Company, or in response to, or in anticipation of,
      changes in applicable laws, regulations, accounting principles, or
      business conditions.

              


      

       

      
        	
                 
      

              	
                2.29

              	
                “Performance
      Period” means the one or more periods of time, which may be of
      varying and overlapping durations, as the Committee may select, over which
      the attainment of one or more Performance Goals will be measured for the
      purpose of determining a Participant’s right to, and the payment of, a
      Performance-Based Award.

              


      

       

      
        	
                 
      

              	
                2.30

              	
                “Performance
      Share” means a right granted to a Participant pursuant to Section
      8.1, to receive Stock, the payment of which is contingent upon achieving
      certain Performance Goals or other performance-based targets established
      by the Committee.

              


      

       

      
        	
                 
      

              	
                2.31

              	
                “Performance Stock
      Unit” means a right granted to a Participant pursuant to Section
      8.2, to receive Stock, the payment of which is contingent upon achieving
      certain Performance Goals or other performance-based targets established
      by the Committee.

              


      

       

      
        	
                 
      

              	
                2.32

              	
                “Plan” means
      this Tegal Corporation 2007 Incentive Award Plan, as it may be amended
      from time to time.

              


      

       

      
        	
                 
      

              	
                2.33

              	
                “Prior Plans”
      means, collectively, the following plans of the Company: the Eighth
      Amended and Restated 1998 Equity Participation Plan of Tegal Corporation
      and the Fifth Amended and Restated Stock Option Plan for Outside Directors
      of Tegal Corporation, in each case as such plan may be amended from time
      to time.

              


      

       

      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

      

       

      
        	
                 
      

              	
                2.34

              	
                “Qualified
      Performance-Based Compensation” means any compensation that is
      intended to qualify as “qualified performance-based compensation” as
      described in Section 162(m)(4)(C) of the
  Code.

              


      

       

      
        	
                 
      

              	
                2.35

              	
                “Restricted
      Stock” means Stock awarded to a Participant pursuant to Article 6
      that is subject to certain restrictions and may be subject to risk of
      forfeiture.

              


      

       

      
        	
                 
      

              	
                2.36

              	
                “Restricted Stock
      Unit” means an Award granted pursuant to Section
    8.6.

              


      

       

      
        	
                 
      

              	
                2.37

              	
                “Securities Act”
      shall mean the Securities Act of 1933, as
  amended.

              


      

       

      
        	
                 
      

              	
                2.38

              	
                “Stock” means
      the common stock of the Company and such other securities of the Company
      that may be substituted for Stock pursuant to
    Article 12.

              


      

       

      
        	
                 
      

              	
                2.39

              	
                “Stock Appreciation
      Right” or “SAR” means a
      right granted pursuant to Article 7 to receive a payment equal to the
      excess of the Fair Market Value of a specified number of shares of Stock
      on the date the SAR is exercised over the Fair Market Value on the date
      the SAR was granted as set forth in the applicable Award
      Agreement.

              


      

       

      
        	
                 
      

              	
                2.40

              	
                “Stock Payment”
      means (a) a payment in the form of shares of Stock, or (b) an option or
      other right to purchase shares of Stock, as part of any bonus, deferred
      compensation or other arrangement, made in lieu of all or any portion of
      the compensation, granted pursuant to Section
  8.4.

              


      

       

      
        	
                 
      

              	
                2.41

              	
                “Subsidiary”
      means any “subsidiary corporation” as defined in Section 424(f) of the
      Code and any applicable regulations promulgated thereunder or any other
      entity of which a majority of the outstanding voting stock or voting power
      is beneficially owned directly or indirectly by the
    Company.

              


      

       

      ARTICLE
3.

      SHARES
SUBJECT TO THE PLAN

       

      
        	
                 
      

              	
                3.1

              	
                Number of
      Shares.

              


      

       

      
        	
                 
      

              	
                (a)

              	
                Subject
      to Article 12 and Section 3.1(b) the aggregate number of shares of Stock
      which may be issued or transferred pursuant to Awards under the Plan is
      816,704 shares, plus any
      shares of Stock subject to awards under the Prior Plans which are
      forfeited or lapse unexercised; provided, however, no
      more than 816,704 shares of Stock may be issued upon the exercise of
      Incentive Stock Options.

              


      

       

      
        
          
          

        

        
          6

          
            

          

        

        
          
          

        

      

       

      
        	
                 
      

              	
                (b)

              	
                To
      the extent that an Award terminates, expires, or lapses for any reason,
      any shares of Stock subject to the Award shall again be available for the
      grant of an Award pursuant to the Plan.  Additionally, any
      shares of Stock tendered or withheld to satisfy the grant or exercise
      price or tax withholding obligation pursuant to any Award shall again be
      available for the grant of an Award pursuant to the Plan.  To
      the extent permitted by applicable law or any exchange rule, shares of
      Stock issued in assumption of, or in substitution for, any outstanding
      awards of any entity acquired in any form of combination by the Company or
      any Subsidiary shall not be counted against shares of Stock available for
      grant pursuant to this Plan.  The payment of Dividend
      Equivalents in cash in conjunction with any outstanding Awards shall not
      be counted against the shares available for issuance under the
      Plan.  Notwithstanding the provisions of this Section 3.1(b), no
      shares of Common Stock may again be optioned, granted or awarded if such
      action would cause an Incentive Stock Option to fail to qualify as an
      incentive stock option under Section 422 of the
  Code.

              


      

       

      
        	
                 
      

              	
                3.2

              	
                Stock
      Distributed.  Any Stock distributed pursuant to an Award
      may consist, in whole or in part, of authorized and unissued Stock,
      treasury Stock or Stock purchased on the open
  market.

              


      

       

      
        	
                 
      

              	
                3.3

              	
                Limitation on Number
      of Shares Subject to Awards.  Notwithstanding any
      provision in the Plan to the contrary, and subject to Article 12, the
      maximum number of shares of Stock with respect to one or more Awards that
      may be granted to any one Participant during any calendar year shall be
      100,000 and the maximum amount that may be paid in cash during any
      calendar year with respect to any Performance-Based Award (including,
      without limitation, any Performance Bonus Award) shall be
      $500,000.

              


      

       

      ARTICLE
4.

      ELIGIBILITY
AND PARTICIPATION

       

      
        	
                 
      

              	
                4.1

              	
                Eligibility.  Each
      Eligible Individual shall be eligible to be granted one or more Awards
      pursuant to the Plan.

              


      

       

      
        	
                 
      

              	
                4.2

              	
                Participation.  Subject
      to the provisions of the Plan, the Committee may, from time to time,
      select from among all Eligible Individuals, those to whom Awards shall be
      granted and shall determine the nature and amount of each
      Award.  No Eligible Individual shall have any right to be
      granted an Award pursuant to this
Plan.

              


      

       

      
        	
                 
      

              	
                4.3

              	
                Foreign
      Participants.  Notwithstanding any provision of the Plan
      to the contrary, in order to comply with the laws in other countries in
      which the Company and its Subsidiaries operate or have Eligible
      Individuals, the Committee, in its sole discretion, shall have the power
      and authority to: (i) determine which Subsidiaries shall be covered by the
      Plan; (ii) determine which Eligible Individuals outside the United States
      are eligible to participate in the Plan; (iii) modify the terms and
      conditions of any Award granted to Eligible Individuals outside the United
      States to comply with applicable foreign laws; (iv) establish subplans and
      modify exercise procedures and other terms and procedures, to the extent
      such actions may be necessary or advisable (any such subplans and/or
      modifications shall be attached to this Plan as appendices); provided, however, that
      no such subplans and/or modifications shall increase the share limitations
      contained in Sections 3.1 and 3.3 of the Plan; and (v) take any action,
      before or after an Award is made, that it deems advisable to obtain
      approval or comply with any necessary local governmental regulatory
      exemptions or approvals.  Notwithstanding the foregoing, the
      Committee may not take any actions hereunder, and no Awards shall be
      granted, that would violate the Exchange Act, the Code, any securities law
      or governing statute or any other applicable
  law.

              


      

       

      
        
          
          

        

        
          7

          
            

          

        

        
          
          

        

      

       

      ARTICLE
5.

      STOCK
OPTIONS

       

      
        	
                 
      

              	
                5.1

              	
                General.  The
      Committee is authorized to grant Options to Eligible Individuals on the
      following terms and conditions:

              


      

       

      
        	
                 
      

              	
                (a)

              	
                Exercise
      Price.  The exercise price per share of Stock subject to
      an Option shall be determined by the Committee and set forth in the Award
      Agreement; provided, that, subject
      to Section 5.2(d), the exercise price for any Option shall not be less
      than 100% of the Fair Market Value of a share of Stock on the date of
      grant.

              


      

       

      
        	
                 
      

              	
                (b)

              	
                Time and Conditions of
      Exercise.  The Committee shall determine the time or
      times at which an Option may be exercised in whole or in part; provided that the term
      of any Option granted under the Plan shall not exceed ten
      years.  The Committee shall also determine the performance or
      other conditions, if any, that must be satisfied before all or part of an
      Option may be exercised.

              


      

       

      
        	
                 
      

              	
                (c)

              	
                Payment.  The
      Committee shall determine the methods by which the exercise price of an
      Option may be paid, the form of payment, including, without limitation:
      (i) cash, (ii) shares of Stock held for such period of time as may be
      required by the Committee in order to avoid adverse accounting
      consequences and having a Fair Market Value on the date of delivery equal
      to the aggregate exercise price of the Option or exercised portion
      thereof, or (iii) other property acceptable to the Committee (including
      through the delivery of a notice that the Participant has placed a market
      sell order with a broker with respect to shares of Stock then issuable
      upon exercise of the Option, and that the broker has been directed to pay
      a sufficient portion of the net proceeds of the sale to the Company in
      satisfaction of the Option exercise price; provided that payment
      of such proceeds is then made to the Company upon settlement of such
      sale).  The Committee shall also determine the methods by which
      shares of Stock shall be delivered or deemed to be delivered to
      Participants.  Notwithstanding any other provision of the Plan
      to the contrary, after the Public Trading Date, no Participant who is a
      Director or an “executive officer” of the Company within the meaning of
      Section 13(k) of the Exchange Act shall be permitted to pay the exercise
      price of an Option, or continue any extension of credit with respect to
      the exercise price of an Option with a loan from the Company or a loan
      arranged by the Company in violation of Section 13(k) of the Exchange
      Act.

              


      

       

      
        
          
          

        

        
          8

          
            

          

        

        
          
          

        

      

      
         

        
          	
                   
      

                	
                  (d)

                	
                  Evidence of
      Grant.  All Options shall be evidenced by an Award
      Agreement between the Company and the Participant.  The Award
      Agreement shall include such additional provisions as may be specified by
      the Committee.

                


        

      

       

      
        	
                 
      

              	
                5.2

              	
                Incentive Stock
      Options.  Incentive Stock Options shall be granted only
      to Employees and the terms of any Incentive Stock Options granted pursuant
      to the Plan, in addition to the requirements of Section 5.1, must comply
      with the provisions of this Section
5.2.

              


      

       

      
        	
                 
      

              	
                (a)

              	
                Expiration.  Subject
      to Section 5.2(c), an Incentive Stock Option shall expire and may not be
      exercised to any extent by anyone after the first to occur of the
      following events:

              


      

       

      
        	
                 
      

              	
                (i)

              	
                Ten
      years from the date it is granted, unless an earlier time is set in the
      Award Agreement;

              


      

       

      
        	
                 
      

              	
                (ii)

              	
                Three
      months after the Participant’s termination of employment as an Employee;
      and

              


      

       

      
        	
                 
      

              	
                (iii)

              	
                One
      year after the date of the Participant’s termination of employment or
      service on account of Disability or death.  Upon the
      Participant’s Disability or death, any Incentive Stock Options exercisable
      at the Participant’s Disability or death may be exercised by the
      Participant’s legal representative or representatives, by the person or
      persons entitled to do so pursuant to the Participant’s last will and
      testament, or, if the Participant fails to make testamentary disposition
      of such Incentive Stock Option or dies intestate, by the person or persons
      entitled to receive the Incentive Stock Option pursuant to the applicable
      laws of descent and distribution.

              


      

       

      
        	
                 
      

              	
                (b)

              	
                Dollar
      Limitation.  The aggregate Fair Market Value (determined
      as of the time the Option is granted) of all shares of Stock with respect
      to which Incentive Stock Options are first exercisable by a Participant in
      any calendar year may not exceed $500,000 or such other limitation as
      imposed by Section 422(d) of the Code, or any successor
      provision.  To the extent that Incentive Stock Options are first
      exercisable by a Participant in excess of such limitation, the excess
      shall be considered Non-Qualified Stock
Options.

              


      

       

      
        	
                 
      

              	
                (c)

              	
                Ten Percent
      Owners.  An Incentive Stock Option shall be granted to
      any individual who, at the date of grant, owns stock possessing more than
      ten percent of the total combined voting power of all classes of Stock of
      the Company only if such Option is granted at a price that is not less
      than 110% of Fair Market Value on the date of grant and the Option is
      exercisable for no more than five years from the date of
      grant.

              


      

       

      
        	
                 
      

              	
                (d)

              	
                Notice of
      Disposition.  The Participant shall give the Company
      prompt notice of any disposition of shares of Stock acquired by exercise
      of an Incentive Stock Option within (i) two years from the date of grant
      of such Incentive Stock Option or (ii) one year after the transfer of such
      shares of Stock to the Participant.

              


      

       

      
        
          
          

        

        
          9

          
            

          

        

        
          
          

        

      

       

      
        	
                 
      

              	
                (e)

              	
                Right to
      Exercise.  During a Participant’s lifetime, an Incentive
      Stock Option may be exercised only by the
  Participant.

              


      

       

      
        	
                 
      

              	
                (f)

              	
                Failure to Meet
      Requirements.  Any Option (or portion thereof) purported
      to be an Incentive Stock Option, which, for any reason, fails to meet the
      requirements of Section 422 of the Code shall be considered a
      Non-Qualified Stock Option.

              


      

       

      ARTICLE
6.

      RESTRICTED
STOCK AWARDS

       

      
        	
                 
      

              	
                6.1

              	
                Grant of Restricted
      Stock.  The Committee is authorized to make Awards of
      Restricted Stock to any Eligible Individual selected by the Committee in
      such amounts and subject to such terms and conditions as determined by the
      Committee.  All Awards of Restricted Stock shall be evidenced by
      an Award Agreement.

              


      

       

      
        	
                 
      

              	
                6.2

              	
                Issuance and
      Restrictions.  Restricted Stock shall be subject to such
      restrictions on transferability and other restrictions as the Committee
      may impose (including, without limitation, limitations on the right to
      vote Restricted Stock or the right to receive dividends on the Restricted
      Stock).  These restrictions may lapse separately or in
      combination at such times, pursuant to such circumstances, in such
      installments, or otherwise, as the Committee determines at the time of the
      grant of the Award or thereafter.

              


      

       

      
        	
                 
      

              	
                6.3

              	
                Forfeiture.  Except
      as otherwise determined by the Committee at the time of the grant of the
      Award or thereafter, upon termination of employment or service during the
      applicable restriction period, Restricted Stock that is at that time
      subject to restrictions shall be forfeited; provided, however,
      that, the Committee may (a) provide in any Restricted Stock Award
      Agreement that restrictions or forfeiture conditions relating to
      Restricted Stock will be waived in whole or in part in the event of
      terminations resulting from specified causes, and (b) in other cases waive
      in whole or in part restrictions or forfeiture conditions relating to
      Restricted Stock.

              


      

       

      
        	
                 
      

              	
                6.4

              	
                Certificates for
      Restricted Stock.  Restricted Stock granted pursuant to
      the Plan may be evidenced in such manner as the Committee shall
      determine.  If certificates representing shares of Restricted
      Stock are registered in the name of the Participant, certificates must
      bear an appropriate legend referring to the terms, conditions, and
      restrictions applicable to such Restricted Stock, and the Company may, at
      its discretion, retain physical possession of the certificate until such
      time as all applicable restrictions
lapse.

              


      

       

      
        
          
          

        

        
          10

          
            

          

        

        
          
          

        

      

       

      ARTICLE
7.

      STOCK
APPRECIATION RIGHTS

       

      
        	
                 
      

              	
                7.1

              	
                Grant
      of Stock Appreciation Rights.

              


      

       

      
        	
                 
      

              	
                (a)

              	
                A
      Stock Appreciation Right may be granted to any Eligible Individual
      selected by the Committee.  A Stock Appreciation Right shall be
      subject to such terms and conditions not inconsistent with the Plan as the
      Committee shall impose and shall be evidenced by an Award
      Agreement.

              


      

       

      
        	
                 
      

              	
                (b)

              	
                A
      Stock Appreciation Right shall entitle the Participant (or other person
      entitled to exercise the Stock Appreciation Right pursuant to the Plan) to
      exercise all or a specified portion of the Stock Appreciation Right (to
      the extent then exercisable pursuant to its terms) and to receive from the
      Company an amount equal to the product of (i) the excess of (A) the Fair
      Market Value of the Stock on the date the Stock Appreciation Right is
      exercised over (B) the Fair Market Value of the Stock on the date the
      Stock Appreciation Right was granted and (ii) the number of shares of
      Stock with respect to which the Stock Appreciation Right is exercised,
      subject to any limitations the Committee may
  impose.

              


      

       

      
        	
                 
      

              	
                7.2

              	
                Payment
      and Limitations on Exercise.

              


      

       

      
        	
                 
      

              	
                (a)

              	
                Subject
      to Sections 7.2(b) payment of the amounts determined under Sections 7.1(b)
      above shall be in cash, in Stock (based on its Fair Market Value as of the
      date the Stock Appreciation Right is exercised) or a combination of both,
      as determined by the Committee in the Award
  Agreement.

              


      

       

      
        	
                 
      

              	
                (b)

              	
                To
      the extent any payment under Section 7.1(b) is effected in Stock, it shall
      be made subject to satisfaction of all provisions of Article 5 above
      pertaining to Options.

              


      

       

      ARTICLE
8.

      OTHER
TYPES OF AWARDS

       

      
        	
                 
      

              	
                8.1

              	
                Performance Share
      Awards.  Any Eligible Individual selected by the
      Committee may be granted one or more Performance Share awards which shall
      be denominated in a number of shares of Stock and which may be linked to
      any one or more of the Performance Criteria or other specific performance
      criteria determined appropriate by the Committee, in each case on a
      specified date or dates or over any period or periods determined by the
      Committee.  In making such determinations, the Committee shall
      consider (among such other factors as it deems relevant in light of the
      specific type of award) the contributions, responsibilities and other
      compensation of the particular
Participant.

              


      

       

      
        	
                 
      

              	
                8.2

              	
                Performance Stock
      Units. Any Eligible
      Individual selected by the Committee may be granted one or more
      Performance Stock Unit awards which shall be denominated in unit
      equivalent of shares of Stock and/or units of value including dollar value
      of shares of Stock and which may be linked to any one or more of the
      Performance Criteria or other specific performance criteria determined
      appropriate by the Committee, in each case on a specified date or dates or
      over any period or periods determined by the Committee.  In
      making such determinations, the Committee shall consider (among such other
      factors as it deems relevant in light of the specific type of award) the
      contributions, responsibilities and other compensation of the particular
      Participant.

              


      

       

      
        
          
          

        

        
          11

          
            

          

        

        
          
          

        

      

       

      
        	
                 
      

              	
                8.3

              	
                Dividend
      Equivalents.

              


      

       

      
        	
                 
      

              	
                (a)

              	
                Any
      Eligible Individual selected by the Committee may be granted Dividend
      Equivalents based on the dividends declared on the shares of Stock that
      are subject to any Award, to be credited as of dividend payment dates,
      during the period between the date the Award is granted and the date the
      Award is exercised, vests or expires, as determined by the
      Committee.  Such Dividend Equivalents shall be converted to cash
      or additional shares of Stock by such formula and at such time and subject
      to such limitations as may be determined by the
  Committee.

              


      

       

      
        	
                 
      

              	
                (b)

              	
                Dividend
      Equivalents granted with respect to Options or SARs that are intended to
      be Qualified Performance-Based Compensation shall be payable, with respect
      to pre-exercise periods, regardless of whether such Option or SAR is
      subsequently exercised.

              


      

       

      
        	
                 
      

              	
                8.4

              	
                Stock
      Payments. Any Eligible Individual selected by the Committee
      may receive Stock Payments in the manner determined from time to time by
      the Committee.  The number of shares shall be determined by the
      Committee and may be based upon the Performance Criteria or other specific
      performance criteria determined appropriate by the Committee, determined
      on the date such Stock Payment is made or on any date
      thereafter.

              


      

       

      
        	
                 
      

              	
                8.5

              	
                Deferred
      Stock.  Any Eligible Individual selected by the Committee
      may be granted an award of Deferred Stock in the manner determined from
      time to time by the Committee.  The number of shares of Deferred
      Stock shall be determined by the Committee and may be linked to the
      Performance Criteria or other specific performance criteria determined to
      be appropriate by the Committee, in each case on a specified date or dates
      or over any period or periods determined by the
      Committee.  Stock underlying a Deferred Stock award will not be
      issued until the Deferred Stock award has vested, pursuant to a vesting
      schedule or performance criteria set by the Committee.  Unless
      otherwise provided by the Committee, a Participant awarded Deferred Stock
      shall have no rights as a Company stockholder with respect to such
      Deferred Stock until such time as the Deferred Stock Award has vested and
      the Stock underlying the Deferred Stock Award has been
    issued.

              


      

       

      
        	
                 
      

              	
                8.6

              	
                Restricted Stock
      Units.  The Committee is authorized to make Awards of
      Restricted Stock Units to any Eligible Individual selected by the
      Committee in such amounts and subject to such terms and conditions as
      determined by the Committee.  At the time of grant, the
      Committee shall specify the date or dates on which the Restricted Stock
      Units shall become fully vested and nonforfeitable, and may specify such
      conditions to vesting as it deems appropriate.  At the time of
      grant, the Committee shall specify the maturity date applicable to each
      grant of Restricted Stock Units which shall be no earlier than the vesting
      date or dates of the Award and may be determined at the election of the
      grantee.  On the maturity date, the Company shall, subject to
      Section 11.5(b),  transfer to the Participant one unrestricted,
      fully transferable share of Stock for each Restricted Stock Unit scheduled
      to be paid out on such date and not previously
      forfeited.  

              


      

       

      
        
          
          

        

        
          12

          
            

          

        

        
          
          

        

      

       

      
        	
                 
      

              	
                8.7

              	
                Performance Bonus
      Awards.  Any Eligible Individual selected by the
      Committee may be granted one or more Performance-Based Awards in the form
      of a cash bonus (a “Performance Bonus
      Award”) payable upon the attainment of Performance Goals that are
      established by the Committee and relate to one or more of the Performance
      Criteria, in each case on a specified date or dates or over any period or
      periods determined by the Committee.  Any such Performance Bonus
      Award paid to a Covered Employee shall be based upon objectively
      determinable bonus formulas established in accordance with Article
      9.

              


      

       

      
        	
                 
      

              	
                8.8

              	
                Term.  Except
      as otherwise provided herein, the term of any Award
      of  Performance Shares, Performance Stock Units, Dividend
      Equivalents, Stock Payments, Deferred Stock or Restricted Stock Units
      shall be set by the Committee in its
discretion.

              


      

       

      
        	
                 
      

              	
                8.9

              	
                Exercise or Purchase
      The Committee may establish the exercise or purchase price, if any,
      of any Award of Performance Shares, Performance Stock Units, Deferred
      Stock, Stock Payments or Restricted Stock Units; provided, however, that
      such price shall not be less than the par value of a share of Stock on the
      date of grant, unless otherwise permitted by applicable state
      law. 

              


      

       

      
        	
                 
      

              	
                8.10

              	
                Exercise upon
      Termination of Employment or Service.  An Award of
      Performance Shares, Performance Stock Units, Dividend Equivalents,
      Deferred Stock, Stock Payments and Restricted Stock Units shall only be
      exercisable or payable while the Participant is an Employee, Consultant or
      Director, as applicable; provided, however, that
      the Committee in its sole and absolute discretion may provide that an
      Award of Performance Shares, Performance Stock Units, Dividend
      Equivalents, Stock Payments, Deferred Stock or Restricted Stock Units may
      be exercised or paid subsequent to a termination of employment or service,
      as applicable, or following a Change in Control of the Company, or because
      of the Participant’s retirement, death or disability, or otherwise; provided, however, that
      any such provision with respect to Performance Shares or Performance Stock
      Units shall be subject to the requirements of Section 162(m) of the Code
      that apply to Qualified Performance-Based
  Compensation.

              


      

       

      
        	
                 
      

              	
                8.11

              	
                Form of
      Payment.  Payments with respect to any Awards granted
      under this Article 8 shall be made in cash, in Stock or a combination of
      both, as determined by the
Committee.

              


      

       

      
        
          
          

        

        
          13

          
            

          

        

        
          
          

        

      

       

      
        	
                 
      

              	
                8.12

              	
                Award
      Agreement.  All Awards under this Article 8 shall be
      subject to such additional terms and conditions as determined by the
      Committee and shall be evidenced by an Award
  Agreement.

              


      

       

      ARTICLE
9.

      PERFORMANCE-BASED
AWARDS

       

      
        	
                 
      

              	
                9.1

              	
                Purpose.  The
      purpose of this Article 9 is to provide the Committee the ability to
      qualify Awards other than Options and SARs and that are granted pursuant
      to Articles 6  and 8 as Qualified Performance-Based
      Compensation.  If the Committee, in its discretion, decides to
      grant a Performance-Based Award to a Covered Employee, the provisions of
      this Article 9 shall control over any contrary provision contained in
      Articles 6 or 8; provided, however, that
      the Committee may in its discretion grant Awards to Covered Employees that
      are based on Performance Criteria or Performance Goals that do not satisfy
      the requirements of this Article 9.

              


      

       

      
        	
                 
      

              	
                9.2

              	
                Applicability.  This
      Article 9 shall apply only to those Covered Employees selected by the
      Committee to receive Performance-Based Awards.  The designation
      of a Covered Employee as a Participant for a Performance Period shall not
      in any manner entitle the Participant to receive an Award for the
      period.  Moreover, designation of a Covered Employee as a
      Participant for a particular Performance Period shall not require
      designation of such Covered Employee as a Participant in any subsequent
      Performance Period and designation of one Covered Employee as a
      Participant shall not require designation of any other Covered Employees
      as a Participant in such period or in any other
  period.

              


      

       

      
        	
                 
      

              	
                9.3

              	
                Procedures with
      Respect to Performance-Based Awards.  To the extent
      necessary to comply with the Qualified Performance-Based Compensation
      requirements of Section 162(m)(4)(C) of the Code, with respect to any
      Award granted under Articles 6 or 8 which may be granted to one or more
      Covered Employees, no later than ninety (90) days following the
      commencement of any fiscal year in question or any other designated fiscal
      period or period of service (or such other time as may be required or
      permitted by Section 162(m) of the Code), the Committee shall, in writing,
      (a) designate one or more Covered Employees, (b) select the Performance
      Criteria applicable to the Performance Period, (c) establish the
      Performance Goals, and amounts of such Awards, as applicable, which may be
      earned for such Performance Period, and (d) specify the relationship
      between Performance Criteria and the Performance Goals and the amounts of
      such Awards, as applicable, to be earned by each Covered Employee for such
      Performance Period.  Following the completion of each
      Performance Period, the Committee shall certify in writing whether the
      applicable Performance Goals have been achieved for such Performance
      Period.  In determining the amount earned by a Covered Employee,
      the Committee shall have the right to reduce or eliminate (but not to
      increase) the amount payable at a given level of performance to take into
      account additional factors that the Committee may deem relevant to the
      assessment of individual or corporate performance for the Performance
      Period.

              


      

       

      
        
          
          

        

        
          14

          
            

          

        

        
          
          

        

      

       

      
        	
                 
      

              	
                9.4

              	
                Payment of
      Performance-Based Awards.  Unless otherwise provided in
      the applicable Award Agreement, a Participant must be employed by the
      Company or a Subsidiary on the day a Performance-Based Award for such
      Performance Period is paid to the Participant.  Furthermore, a
      Participant shall be eligible to receive payment pursuant to a
      Performance-Based Award for a Performance Period only if the Performance
      Goals for such period are achieved.  In determining the amount
      earned under a Performance-Based Award, the Committee may reduce or
      eliminate the amount of the Performance-Based Award earned for the
      Performance Period, if in its sole and absolute discretion, such reduction
      or elimination is appropriate.

              


      

       

      
        	
                 
      

              	
                9.5

              	
                Additional
      Limitations.  Notwithstanding any other provision of the
      Plan, any Award which is granted to a Covered Employee and is intended to
      constitute Qualified Performance-Based Compensation shall be subject to
      any additional limitations set forth in Section 162(m) of the Code
      (including any amendment to Section 162(m) of the Code) or any regulations
      or rulings issued thereunder that are requirements for qualification as
      qualified performance-based compensation as described in Section
      162(m)(4)(C) of the Code, and the Plan shall be deemed amended to the
      extent necessary to conform to such
  requirements.

              


      

       

      ARTICLE
10.

      INDEPENDENT
DIRECTOR AWARDS

       

      
        	
                 
      

              	
                10.1

              	
                The
      Board may grant Awards to Independent Directors, subject to the
      limitations of the Plan, pursuant to a written non-discretionary formula
      established by the Committee, or any successor committee thereto carrying
      out its responsibilities on the date of grant of any such Award (the
      “Independent
      Director
      Equity Compensation Policy”).  The Independent Director
      Equity Compensation Policy shall set forth the type of Award(s) to be
      granted to Independent Directors, the number of shares of Stock to be
      subject to Independent Director Awards, the conditions on which such
      Awards shall be granted, become exercisable and/or payable and expire, and
      such other terms and conditions as the Committee (or such other successor
      committee as described above) shall determine in its
      discretion.

              


      

       

      ARTICLE
11.

      PROVISIONS
APPLICABLE TO AWARDS

       

      
        	
                 
      

              	
                11.1

              	
                Stand-Alone and Tandem
      Awards.  Awards granted pursuant to the Plan may, in the
      discretion of the Committee, be granted either alone, in addition to, or
      in tandem with, any other Award granted pursuant to the Plan. Awards
      granted in addition to or in tandem with other Awards may be granted
      either at the same time as or at a different time from the grant of such
      other Awards.

              


      

       

      
        	
                 
      

              	
                11.2

              	
                Award
      Agreement.  Awards under the Plan shall be evidenced by
      Award Agreements that set forth the terms, conditions and limitations for
      each Award which may include the term of an Award, the provisions
      applicable in the event the Participant’s employment or service
      terminates, and the Company’s authority to unilaterally or bilaterally
      amend, modify, suspend, cancel or rescind an
  Award.

              


      

       

      
        
          
          

        

        
          15

          
            

          

        

        
          
          

        

      

       

      
        	
                 
      

              	
                11.3

              	
                Limits on
      Transfer.  No right or interest of a Participant in any
      Award may be pledged, encumbered, or hypothecated to or in favor of any
      party other than the Company or a Subsidiary, or shall be subject to any
      lien, obligation, or liability of such Participant to any other party
      other than the Company or a Subsidiary.  Except as otherwise
      provided by the Committee, no Award shall be assigned, transferred, or
      otherwise disposed of by a Participant other than by will or the laws of
      descent and distribution or pursuant to beneficiary designation procedures
      approved from time to time by the Committee (or the Board in the case of
      Awards granted to Independent Directors).  The Committee by
      express provision in the Award or an amendment thereto may permit an Award
      (other than an Incentive Stock Option) to be transferred to, exercised by
      and paid to certain persons or entities related to the Participant,
      including but not limited to members of the Participant’s family,
      charitable institutions, or trusts or other entities whose beneficiaries
      or beneficial owners are members of the Participant’s family and/or
      charitable institutions, or to such other persons or entities as may be
      expressly approved by the Committee, pursuant to such conditions and
      procedures as the Committee may establish.  Any permitted
      transfer shall be subject to the condition that the Committee receive
      evidence satisfactory to it that the transfer is being made for estate
      and/or tax planning purposes (or to a “blind trust” in connection with the
      Participant’s termination of employment or service with the Company or a
      Subsidiary to assume a position with a governmental, charitable,
      educational or similar non-profit institution) and on a basis consistent
      with the Company’s lawful issue of
securities.

              


      

       

      
        	
                 
      

              	
                11.4

              	
                Beneficiaries.  Notwithstanding
      Section 11.3, a Participant may, in the manner determined by the
      Committee, designate a beneficiary to exercise the rights of the
      Participant and to receive any distribution with respect to any Award upon
      the Participant’s death.  A beneficiary, legal guardian, legal
      representative, or other person claiming any rights pursuant to the Plan
      is subject to all terms and conditions of the Plan and any Award Agreement
      applicable to the Participant, except to the extent the Plan and Award
      Agreement otherwise provide, and to any additional restrictions deemed
      necessary or appropriate by the Committee.  If the Participant
      is married and resides in a community property state, a designation of a
      person other than the Participant’s spouse as his or her beneficiary with
      respect to more than 50% of the Participant’s interest in the Award shall
      not be effective without the prior written consent of the Participant’s
      spouse.  If no beneficiary has been designated or survives the
      Participant, payment shall be made to the person entitled thereto pursuant
      to the Participant’s will or the laws of descent and
      distribution.  Subject to the foregoing, a beneficiary
      designation may be changed or revoked by a Participant at any time
      provided the change or revocation is filed with the
    Committee.

              


      

       

      
        
          
          

        

        
          16

          
            

          

        

        
          
          

        

      

       

      
        	
                 
      

              	
                11.5

              	
                Stock Certificates;
      Book Entry Procedures.

              


      

       

      
        	
                 
      

              	
                (a)

              	
                Notwithstanding
      anything herein to the contrary, the Company shall not be required to
      issue or deliver any certificates evidencing shares of Stock pursuant to
      the exercise of any Award, unless and until the Board has determined, with
      advice of counsel, that the issuance and delivery of such certificates is
      in compliance with all applicable laws, regulations of governmental
      authorities and, if applicable, the requirements of any exchange on which
      the shares of Stock are listed or traded.  All Stock
      certificates delivered pursuant to the Plan are subject to any
      stop-transfer orders and other restrictions as the Committee deems
      necessary or advisable to comply with federal, state, or foreign
      jurisdiction, securities or other laws, rules and regulations and the
      rules of any national securities exchange or automated quotation system on
      which the Stock is listed, quoted, or traded.  The Committee may
      place legends on any Stock certificate to reference restrictions
      applicable to the Stock.  In addition to the terms and
      conditions provided herein, the Board may require that a Participant make
      such reasonable covenants, agreements, and representations as the Board,
      in its discretion, deems advisable in order to comply with any such laws,
      regulations, or requirements. The Committee shall have the right to
      require any Participant to comply with any timing or other restrictions
      with respect to the settlement or exercise of any Award, including a
      window-period limitation, as may be imposed in the discretion of the
      Committee.

              


      

       

      
        	
                 
      

              	
                (b)

              	
                Notwithstanding
      any other provision of the Plan, unless otherwise determined by the
      Committee or required by any applicable law, rule or regulation, the
      Company shall not deliver to any Participant certificates evidencing
      shares of Stock issued in connection with any Award and instead such
      shares of Stock shall be recorded in the books of the Company (or, as
      applicable, its transfer agent or stock plan
    administrator).

              


      

       

      
        	
                 
      

              	
                11.6

              	
                Paperless
      Administration.  In the event that the Company
      establishes, for itself or using the services of a third party, an
      automated system for the documentation, granting or exercise of Awards,
      such as a system using an internet website or interactive voice response,
      then the paperless documentation, granting or exercise of Awards by a
      Participant may be permitted through the use of such an automated
      system.

              


      

       

      ARTICLE
12.

      CHANGES
IN CAPITAL STRUCTURE

       

      
        	
                 
      

              	
                12.1

              	
                Adjustments.

              


      

       

      
        	
                 
      

              	
                (a)

              	
                In
      the event of any stock dividend, stock split, combination or exchange of
      shares, merger, consolidation or other distribution (other than normal
      cash dividends) of Company assets to stockholders, or any other change
      affecting the shares of Stock or the share price of the Stock other than
      an Equity Restructuring, the Committee shall make such equitable
      adjustments, if any, as the Committee in its discretion may deem
      appropriate to reflect such change with respect to (a) the aggregate
      number and kind of shares that may be issued under the Plan (including,
      but not limited to, adjustments of the limitations in Sections 3.1 and
      3.3); (b) the terms and conditions of any outstanding Awards (including,
      without limitation, any applicable performance targets or criteria with
      respect thereto); and (c) the grant or exercise price per share for any
      outstanding Awards under the Plan.  Any adjustment affecting an
      Award intended as Qualified Performance-Based Compensation shall be made
      consistent with the requirements of Section 162(m) of the
      Code.

              


      

       

      
        
          
          

        

        
          17

          
            

          

        

        
          
          

        

      

       

      
        	
                 
      

              	
                (b)

              	
                In
      the event of any transaction or event described in Section 12.1 or any
      unusual or nonrecurring transactions or events affecting the Company, any
      affiliate of the Company, or the financial statements of the Company or
      any affiliate, or of changes in applicable laws, regulations or accounting
      principles, the Committee, in its sole and absolute discretion, and on
      such terms and conditions as it deems appropriate, either by the terms of
      the Award or by action taken prior to the occurrence of such transaction
      or event and either automatically or upon the Participant’s request, is
      hereby authorized to take any one or more of the following actions
      whenever the Committee determines that such action is appropriate in order
      to prevent dilution or enlargement of the benefits or potential benefits
      intended to be made available under the Plan or with respect to any Award
      under the Plan, to facilitate such transactions or events or to give
      effect to such changes in laws, regulations or
  principles:

              


      

       

      
        	
                 
      

              	
                (i)

              	
                To
      provide for either (A) termination of any such Award in exchange for an
      amount of cash, if any, equal to the amount that would have been attained
      upon the exercise of such Award or realization of the Participant’s rights
      (and, for the avoidance of doubt, if as of the date of the occurrence of
      the transaction or event described in this Section 12.2 the Committee
      determines in good faith that no amount would have been attained upon the
      exercise of such Award or realization of the Participant’s rights, then
      such Award may be terminated by the Company without payment) or (B) the
      replacement of such Award with other rights or property selected by the
      Committee in its sole discretion;

              


      

       

      
        	
                 
      

              	
                (ii)

              	
                To
      provide that such Award be assumed by the successor or survivor
      corporation, or a parent or subsidiary thereof, or shall be substituted
      for by similar options, rights or awards covering the stock of the
      successor or survivor corporation, or a parent or subsidiary thereof, with
      appropriate adjustments as to the number and kind of shares and
      prices;

              


      

       

      
        	
                 
      

              	
                (iii)

              	
                To
      make adjustments in the number and type of shares of Common Stock (or
      other securities or property) subject to outstanding Awards, and in the
      number and kind of outstanding Restricted Stock or Deferred Stock and/or
      in the terms and conditions of (including the grant or exercise price),
      and the criteria included in, outstanding options, rights and awards and
      options, rights and awards which may be granted in the
    future;

              


      

       

      
        
          
          

        

        
          18

          
            

          

        

        
          
          

        

      

       

      
        	
                 
      

              	
                (iv)

              	
                To
      provide that such Award shall be exercisable or payable or fully vested
      with respect to all shares covered thereby, notwithstanding anything to
      the contrary in the Plan or the applicable Award Agreement;
      and

              


      

       

      
        	
                 
      

              	
                (v)

              	
                To
      provide that the Award cannot vest, be exercised or become payable after
      such event.

              


      

       

      
        	
                 
      

              	
                (c)

              	
                In
      connection with the occurrence of any Equity Restructuring, and
      notwithstanding anything to the contrary in Sections 12.1(a) and
      12.1(b):

              


      

       

      
        	
                 
      

              	
                (i)

              	
                The
      number and type of securities subject to each outstanding Award and the
      exercise price or grant price thereof, if applicable, will
      be equitably adjusted.  The adjustments provided under this
      Section 12.1(c)(i) shall be nondiscretionary and shall be final and
      binding on the affected Participant and the
  Company.

              


      

       

      
        	
                 
      

              	
                (ii)

              	
                The
      Committee shall make such equitable adjustments, if any, as the Committee
      in its discretion may deem appropriate to reflect such Equity
      Restructuring with respect to the aggregate number and kind of shares that
      may be issued under the Plan (including, but not limited to, adjustments
      of the limitations in Sections 3.1 and
3.3).

              


      

       

      
        	
                 
      

              	
                12.2

              	
                Acceleration Upon a
      Change in Control.  Notwithstanding Section 12.1, and
      except as may otherwise be provided in any applicable Award Agreement or
      other written agreement entered into between the Company and a
      Participant, if a Change in Control occurs and a Participant’s Awards are
      not converted, assumed, or replaced by a successor entity, then
      immediately prior to the Change in Control such Awards shall become fully
      exercisable and all forfeiture restrictions on such Awards shall
      lapse.  Upon, or in anticipation of, a Change in Control, the
      Committee may cause any and all Awards outstanding hereunder to terminate
      at a specific time in the future, including but not limited to the date of
      such Change in Control, and shall give each Participant the right to
      exercise such Awards during a period of time as the Committee, in its sole
      and absolute discretion, shall determine.  In the event that the
      terms of any agreement between the Company or any Company subsidiary or
      affiliate and a Participant contains provisions that conflict with and are
      more restrictive than the provisions of this Section 12.2, this Section
      12.2 shall prevail and control and the more restrictive terms of such
      agreement (and only such terms) shall be of no force or
      effect.

              


      

       

      
        	
                 
      

              	
                12.3

              	
                No Other
      Rights.  Except as expressly provided in the Plan, no
      Participant shall have any rights by reason of any subdivision or
      consolidation of shares of stock of any class, the payment of any
      dividend, any increase or decrease in the number of shares of stock of any
      class or any dissolution, liquidation, merger, or consolidation of the
      Company or any other corporation.  Except as expressly provided
      in the Plan or pursuant to action of the Committee under the Plan, no
      issuance by the Company of shares of stock of any class, or securities
      convertible into shares of stock of any class, shall affect, and no
      adjustment by reason thereof shall be made with respect to, the number of
      shares of Stock subject to an Award or the grant or exercise price of any
      Award.

              


      

       

      
        
          
          

        

        
          19

          
            

          

        

        
          
          

        

      

       

      ARTICLE
13.

      ADMINISTRATION

       

      
        	
                 
      

              	
                13.1

              	
                Committee.  Unless
      and until the Board delegates administration of the Plan to a Committee as
      set forth below, the Plan shall be administered by the full Board, and for
      such purposes the term “Committee” as used in this Plan shall be deemed to
      refer to the Board.  The Board, at its discretion or as
      otherwise necessary to comply with the requirements of Section 162(m) of
      the Code, Rule 16b-3 promulgated under the Exchange Act or to the extent
      required by any other applicable rule or regulation, may delegate
      administration of the Plan to a Committee consisting of two or more
      members of the Board.  Unless otherwise determined by the Board,
      the Committee shall consist solely of two or more members of the Board
      each of whom is an “outside director,” within the meaning of Section
      162(m) of the Code, a Non-Employee Director and an “independent director”
      under the rules of the Nasdaq Stock Market (or other principal securities
      market on which shares of Stock are traded); provided that any action
      taken by the Committee shall be valid and effective, whether or not
      members of the Committee at the time of such action are later determined
      not to have satisfied the requirements for membership set forth in this
      Section 13.1 or otherwise provided in any charter of the
      Committee.  Notwithstanding the foregoing: (a) the full Board,
      acting by a majority of its members in office, shall conduct the general
      administration of the Plan with respect to all Awards granted to
      Independent Directors and for purposes of such Awards the term “Committee”
      as used in this Plan shall be deemed to refer to the Board and (b) the
      Committee may delegate its authority hereunder to the extent permitted by
      Section 13.5.  In its sole discretion, the Board may at any time
      and from time to time exercise any and all rights and duties of the
      Committee under the Plan except with respect to matters which under Rule
      16b-3 under the Exchange Act or Section 162(m) of the Code, or any
      regulations or rules issued thereunder, are required to be determined in
      the sole discretion of the Committee.  Except as may otherwise
      be provided in any charter of the Committee, appointment of Committee
      members shall be effective upon acceptance of appointment; Committee
      members may resign at any time by delivering written notice to the Board;
      and vacancies in the Committee may only be filled by the
      Board.

              


      

       

      
        	
                 
      

              	
                13.2

              	
                Action by the
      Committee.  Unless otherwise established by the Board or
      in any charter of the Committee, a majority of the Committee shall
      constitute a quorum and the acts of a majority of the members present at
      any meeting at which a quorum is present, and acts approved in writing by
      a majority of the Committee in lieu of a meeting, shall be deemed the acts
      of the Committee.  Each member of the Committee is entitled to,
      in good faith, rely or act upon any report or other information furnished
      to that member by any officer or other employee of the Company or any
      Subsidiary, the Company’s independent certified public accountants, or any
      executive compensation consultant or other professional retained by the
      Company to assist in the administration of the
  Plan.

              


      

       

      
        
          
          

        

        
          20

          
            

          

        

        
          
          

        

      

       

      
        	
                 
      

              	
                13.3

              	
                Authority of
      Committee.  Subject to any specific designation in the
      Plan, the Committee has the exclusive power, authority and discretion
      to:

              


      

       

      
        	
                 
      

              	
                (a)

              	
                Designate
      Participants to receive Awards;

              


      

       

      
        	
                 
      

              	
                (b)

              	
                Determine
      the type or types of Awards to be granted to each
    Participant;

              


      

       

      
        	
                 
      

              	
                (c)

              	
                Determine
      the number of Awards to be granted and the number of shares of Stock to
      which an Award will relate;

              


      

       

      
        	
                 
      

              	
                (d)

              	
                Determine
      the terms and conditions of any Award granted pursuant to the Plan,
      including, but not limited to, the exercise price, grant price, or
      purchase price, any reload provision, any restrictions or limitations on
      the Award, any schedule for lapse of forfeiture restrictions or
      restrictions on the exercisability of an Award, and accelerations or
      waivers thereof, any provisions related to non-competition and recapture
      of gain on an Award, based in each case on such considerations as the
      Committee in its sole discretion determines; provided, however, that
      the Committee shall not have the authority to accelerate the vesting or
      waive the forfeiture of any Performance-Based
  Awards;

              


      

       

      
        	
                 
      

              	
                (e)

              	
                Determine
      whether, to what extent, and pursuant to what circumstances an Award may
      be settled in, or the exercise price of an Award may be paid in, cash,
      Stock, other Awards, or other property, or an Award may be canceled,
      forfeited, or surrendered;

              


      

       

      
        	
                 
      

              	
                (f)

              	
                Prescribe
      the form of each Award Agreement, which need not be identical for each
      Participant;

              


      

       

      
        	
                 
      

              	
                (g)

              	
                Decide
      all other matters that must be determined in connection with an
      Award;

              


      

       

      
        	
                 
      

              	
                (h)

              	
                Establish,
      adopt, or revise any rules and regulations as it may deem necessary or
      advisable to administer the Plan;

              


      

       

      
        	
                 
      

              	
                (i)

              	
                Interpret
      the terms of, and any matter arising pursuant to, the Plan or any Award
      Agreement; and

              


      

       

      
        	
                 
      

              	
                (j)

              	
                Make
      all other decisions and determinations that may be required pursuant to
      the Plan or as the Committee deems necessary or advisable to administer
      the Plan.

              


      

       

      
        
          
          

        

        
          21

          
            

          

        

        
          
          

        

      

       

      
        	
                 
      

              	
                13.4

              	
                Decisions
      Binding.  The Committee’s interpretation of the Plan, any
      Awards granted pursuant to the Plan, any Award Agreement and all decisions
      and determinations by the Committee with respect to the Plan are final,
      binding, and conclusive on all
parties.

              


      

       

      
        	
                 
      

              	
                13.5

              	
                Delegation of
      Authority.  To the extent permitted by applicable law,
      the Board may from time to time delegate to a committee of one or more
      members of the Board or one or more officers of the Company the authority
      to grant or amend Awards to Participants other than (a) Employees who are
      subject to Section 16 of the Exchange Act, (b) Covered Employees, or (c)
      officers of the Company (or Directors) to whom authority to grant or amend
      Awards has been delegated hereunder.  Any delegation hereunder
      shall be subject to the restrictions and limits that the Board specifies
      at the time of such delegation, and the Board may at any time rescind the
      authority so delegated or appoint a new delegatee.  At all
      times, the delegatee appointed under this Section 13.5 shall serve in such
      capacity at the pleasure of the
Board.

              


      

       

      ARTICLE
14.

      EFFECTIVE
AND EXPIRATION DATE

       

      
        	
                 
      

              	
                14.1

              	
                Effective
      Date.  The Plan is effective as of the date the Plan is
      approved by the Company’s stockholders (the “Effective
      Date”).  The Plan will be deemed to be approved by the
      stockholders if it is approved
either:

              


      

       

      
        	
                 
      

              	
                (a)

              	
                By
      a majority of the votes cast at a duly held stockholder;s meeting at which
      a quorum representing a majority of outstanding voting stock is, either in
      person or by proxy, present and voting on the plan;
  or

              


      

       

      
        	
                 
      

              	
                (b)

              	
                By
      a method and in a degree that would be treated as adequate under Delaware
      law in the case of an action requiring stockholder
    approval.

              


      

       

      
        	
                 
      

              	
                14.2

              	
                Expiration
      Date.  The Plan will expire on, and no Award may be
      granted pursuant to the Plan after the tenth anniversary of the Effective
      Date, except that no Incentive Stock Options may be granted under the Plan
      after the earlier of the tenth anniversary of (a) the date the Plan is
      approved by the Board or (b) the Effective Date.  Any Awards
      that are outstanding on the tenth anniversary of the Effective Date shall
      remain in force according to the terms of the Plan and the applicable
      Award Agreement.

              


      

       

      
        
          
          

        

        
          22

          
            

          

        

        
          
          

        

      

       

      ARTICLE
15.

      AMENDMENT,
MODIFICATION, AND TERMINATION

       

      
        	
                 
      

              	
                15.1

              	
                Amendment,
      Modification, and Termination.  Subject to Section 16.14,
      with the approval of the Board, at any time and from time to time, the
      Committee may terminate, amend or modify the Plan; provided, however, that
      (a) to the extent necessary and desirable to comply with any applicable
      law, regulation, or stock exchange rule, the Company shall obtain
      stockholder approval of any Plan amendment in such a manner and to such a
      degree as required, and (b) stockholder approval shall be required for any
      amendment to the Plan that (i) increases the number of shares available
      under the Plan (other than any adjustment as provided by Article 12), (ii)
      permits the Committee to grant Options with an exercise price that is
      below Fair Market Value on the date of grant, or (iii) permits the
      Committee to extend the exercise period for an Option beyond ten years
      from the date of grant.  Notwithstanding any provision in this
      Plan to the contrary, absent approval of the stockholders of the Company,
      no Option may be amended to reduce the per share exercise price of the
      shares subject to such Option below the per share exercise price as of the
      date the Option is granted and, except as permitted by Article 12, no
      Option may be granted in exchange for, or in connection with, the
      cancellation or surrender of an Option having a higher per share exercise
      price.

              


      

       

      
        	
                 
      

              	
                15.2

              	
                Awards Previously
      Granted.  Except with respect to amendments
      made  pursuant to Section 16.14, no termination, amendment, or
      modification of the Plan shall adversely affect in any material way any
      Award previously granted pursuant to the Plan without the prior written
      consent of the Participant.

              


      

       

      ARTICLE
16.

      GENERAL
PROVISIONS

       

      
        	
                 
      

              	
                16.1

              	
                No Rights to
      Awards.  No Eligible Individual or other person shall
      have any claim to be granted any Award pursuant to the Plan, and neither
      the Company nor the Committee is obligated to treat Eligible Individuals,
      Participants or any other persons
uniformly.

              


      

       

      
        	
                 
      

              	
                16.2

              	
                No Stockholders
      Rights.  Except as otherwise provided herein, a
      Participant shall have none of the rights of a stockholder with respect to
      shares of Stock covered by any Award until the Participant becomes the
      record owner of such shares of
Stock.

              


      

       

      
        	
                 
      

              	
                16.3

              	
                Withholding.  The
      Company or any Subsidiary shall have the authority and the right to deduct
      or withhold, or require a Participant to remit to the Company, an amount
      sufficient to satisfy federal, state, local and foreign taxes (including
      the Participant’s employment tax obligations) required by law to be
      withheld with respect to any taxable event concerning a Participant
      arising as a result of this Plan.  The Committee may in its
      discretion and in satisfaction of the foregoing requirement allow a
      Participant to elect to have the Company withhold shares of Stock
      otherwise issuable under an Award (or allow the return of shares of Stock)
      having a Fair Market Value equal to the sums required to be
      withheld.  Notwithstanding any other provision of the Plan, the
      number of shares of Stock which may be withheld with respect to the
      issuance, vesting, exercise or payment of any Award (or which may be
      repurchased from the Participant of such Award within six months (or such
      other period as may be determined by the Committee) after such shares of
      Stock were acquired by the Participant from the Company) in order to
      satisfy the Participant’s federal, state, local and foreign income and
      payroll tax liabilities with respect to the issuance, vesting, exercise or
      payment of the Award shall be limited to the number of shares which have a
      Fair Market Value on the date of withholding or repurchase equal to the
      aggregate amount of such liabilities based on the minimum statutory
      withholding rates for federal, state, local and foreign income tax and
      payroll tax purposes that are applicable to such supplemental taxable
      income.

              


      

       

      
        
          
          

        

        
          23

          
            

          

        

        
          
          

        

      

       

      
        	
                 
      

              	
                16.4

              	
                No Right to Employment
      or Services.  Nothing in the Plan or any Award Agreement
      shall interfere with or limit in any way the right of the Company or any
      Subsidiary to terminate any Participant’s employment or services at any
      time, nor confer upon any Participant any right to continue in the employ
      or service of the Company or any
Subsidiary.

              


      

       

      
        	
                 
      

              	
                16.5

              	
                Unfunded Status of
      Awards.  The Plan is intended to be an “unfunded” plan
      for incentive compensation.  With respect to any payments not
      yet made to a Participant pursuant to an Award, nothing contained in the
      Plan or any Award Agreement shall give the Participant any rights that are
      greater than those of a general creditor of the Company or any
      Subsidiary.

              


      

       

      
        	
                 
      

              	
                16.6

              	
                Indemnification.  To
      the extent allowable pursuant to applicable law, each member of the
      Committee or of the Board shall be indemnified and held harmless by the
      Company from any loss, cost, liability, or expense that may be imposed
      upon or reasonably incurred by such member in connection with or resulting
      from any claim, action, suit, or proceeding to which he or she may be a
      party or in which he or she may be involved by reason of any action or
      failure to act pursuant to the Plan and against and from any and all
      amounts paid by him or her in satisfaction of judgment in such action,
      suit, or proceeding against him or her; provided he or she
      gives the Company an opportunity, at its own expense, to handle and defend
      the same before he or she undertakes to handle and defend it on his or her
      own behalf.  The foregoing right of indemnification shall not be
      exclusive of any other rights of indemnification to which such persons may
      be entitled pursuant to the Company’s `Certificate of Incorporation or
      Bylaws, as a matter of law, or otherwise, or any power that the Company
      may have to indemnify them or hold them
  harmless.

              


      

       

      
        	
                 
      

              	
                16.7

              	
                Relationship to other
      Benefits.  No payment pursuant to the Plan shall be taken
      into account in determining any benefits pursuant to any pension,
      retirement, savings, profit sharing, group insurance, welfare or other
      benefit plan of the Company or any Subsidiary except to the extent
      otherwise expressly provided in writing in such other plan or an agreement
      thereunder.

              


      

       

      
        	
                 
      

              	
                16.8

              	
                Expenses.  The
      expenses of administering the Plan shall be borne by the Company and its
      Subsidiaries.

              


      

       

      
        	
                 
      

              	
                16.9

              	
                Titles and
      Headings.  The titles and headings of the Sections in the
      Plan are for convenience of reference only and, in the event of any
      conflict, the text of the Plan, rather than such titles or headings, shall
      control.

              


      

       

      
        	
              	
                16.10

              	
                Fractional
      Shares.  No fractional shares of Stock shall be issued
      and the Committee shall determine, in its discretion, whether cash shall
      be given in lieu of fractional shares or whether such fractional shares
      shall be eliminated by rounding up or down as
  appropriate.

              


      

       

      
        
          
          

        

        
          24

          
            

          

        

        
          
          

        

      

       

      
        	
              	
                16.11

              	
                Limitations Applicable
      to Section 16 Persons.  Notwithstanding any other
      provision of the Plan, the Plan, and any Award granted or awarded to any
      Participant who is then subject to Section 16 of the Exchange Act, shall
      be subject to any additional limitations set forth in any applicable
      exemptive rule under Section 16 of the Exchange Act (including any
      amendment to Rule 16b-3 under the Exchange Act) that are requirements for
      the application of such exemptive rule.  To the extent permitted
      by applicable law, the Plan and Awards granted or awarded hereunder shall
      be deemed amended to the extent necessary to conform to such applicable
      exemptive rule.

              


      

       

      
        	
              	
                16.12

              	
                Government and Other
      Regulations.  The obligation of the Company to make
      payment of awards in Stock or otherwise shall be subject to all applicable
      laws, rules, and regulations, and to such approvals by government agencies
      as may be required.  The Company shall be under no obligation to
      register pursuant to the Securities Act, as amended, any of the shares of
      Stock paid pursuant to the Plan.  If the shares paid pursuant to
      the Plan may in certain circumstances be exempt from registration pursuant
      to the Securities Act, as amended, the Company may restrict the transfer
      of such shares in such manner as it deems advisable to ensure the
      availability of any such exemption.

              


      

       

      
        	
              	
                16.13

              	
                Governing
      Law.  The Plan and all Award Agreements shall be
      construed in accordance with and governed by the laws of the State of
      Delaware.

              


      

       

      
        	
              	
                16.14

              	
                Section
      409A.  To the extent that the Committee determines that
      any Award granted under the Plan is subject to Section 409A of the Code,
      the Award Agreement evidencing such Award shall incorporate the terms and
      conditions required by Section 409A of the Code.  To the extent
      applicable, the Plan and Award Agreements shall be interpreted
      in accordance with Section 409A of the Code and Department of Treasury
      regulations and other interpretive guidance issued thereunder, including
      without limitation any such regulations or other guidance that may be
      issued after the Effective Date.  Notwithstanding any provision
      of the Plan to the contrary, in the event that following the Effective
      Date the Committee determines that any Award may be subject to
      Section 409A of the Code and related Department of Treasury
      guidance (including such Department of Treasury guidance as may be
      issued after the Effective Date), the Committee may adopt such amendments
      to the Plan and the applicable Award Agreement or adopt other
      policies and procedures (including amendments, policies and procedures
      with retroactive effect), or take any other actions, that the Committee
      determines are necessary or appropriate to (a) exempt the Award from
      Section 409A of the Code and/or preserve the intended tax treatment of the
      benefits provided with respect to the Award, or (b) comply with the
      requirements of Section 409A of the Code and related Department of
      Treasury guidance and thereby avoid the application of any penalty taxes
      under such Section.

              


      

       

      
        
          
          

        

        
          25

          
            

          

        

        
          
          

        

      

       

      *  *  *  *  *

       

      I hereby
certify that the foregoing Plan was duly adopted by the Board of Directors of
Tegal Corporation on ____________ __, 2007.

       

      *  *  *  *  *

       

      I hereby
certify that the foregoing Plan was approved by the stockholders of Tegal
Corporation on ____________ __, 2007.

       

      Executed
on this ____ day of _______________, 2007.

       

      
        
          
            	 
      
	
                    Corporate
      Secretary

                  


          

        

      

       

      
        
          
          

        

        
          26