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                                                                    EXHIBIT 10.3

                              DOVER SADDLERY, INC.

                           2005 EQUITY INCENTIVE PLAN
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                                TABLE OF CONTENTS

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<S>   <C>                                                            <C>
1.    Purpose........................................................1

2.    Definitions....................................................1

3.    Term of the Plan...............................................5

4.    Stock Subject to the Plan......................................5

5.    Administration.................................................5

6.    Authorization of Grants........................................6

7.    Specific Terms of Awards.......................................7

8.    Adjustment Provisions..........................................13

9.    Settlement of Awards...........................................15

10.   Reservation of Stock...........................................18

11.   Limitation of Rights in Stock; No Special Service Rights.......18

12.   Unfunded Status of Plan........................................18

13.   Nonexclusivity of the Plan.....................................18

14.   Termination and Amendment of the Plan..........................19

15.   Notices and Other Communications...............................19

16.   Governing Law..................................................19
</TABLE>
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                              DOVER SADDLERY, INC.

                           2005 EQUITY INCENTIVE PLAN

1. PURPOSE

      This Plan is intended to encourage ownership of Stock by employees,
consultants and directors of the Company and its Affiliates and to provide
additional incentive for them to promote the success of the Company's business
through the grant of Awards of or pertaining to shares of the Company's Stock.
The Plan is intended to be an incentive stock option plan within the meaning of
Section 422 of the Code, but not all Awards are required to be Incentive
Options.

2. DEFINITIONS

      As used in this Plan, the following terms shall have the following
meanings:

      2.1. Accelerate, Accelerated, and Acceleration, means: (a) when used with
respect to an Option or Stock Appreciation Right, that as of the time of
reference the Option or Stock Appreciation Right will become exercisable with
respect to some or all of the shares of Stock for which it was not then
otherwise exercisable by its terms; (b) when used with respect to Restricted
Stock or Restricted Stock Units, that the Risk of Forfeiture otherwise
applicable to the Stock or Units shall expire with respect to some or all of the
shares of Restricted Stock or Units then still otherwise subject to the Risk of
Forfeiture; and (c) when used with respect to Performance Units, that the
applicable Performance Goals shall be deemed to have been met as to some or all
of the Units.

      2.2. Acquisition means a merger or consolidation of the Company into
another person (i.e., which merger or consolidation the Company does not
survive) or the sale, transfer, or other disposition of all or substantially all
of the Company's assets to one or more other persons in a single transaction or
series of related transactions.

      2.3. Affiliate means any corporation, partnership, limited liability
company, business trust, or other entity controlling, controlled by or under
common control with the Company.

      2.4. Award means any grant or sale pursuant to the Plan of Options, Stock
Appreciation Rights, Performance Units, Restricted Stock, Restricted Stock
Units, or Stock Grants.

      2.5. Award Agreement means an agreement between the Company and the
recipient of an Award, setting forth the terms and conditions of the Award.

      2.6.  Board means the Company's Board of Directors.
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                                     - 2 -

      2.7.  Change of Control means the occurrence of any of the following
after the date of the approval of the Plan by the Board:

            (a) an Acquisition, unless securities possessing more than 50% of
the total combined voting power of the survivor's or acquiror's outstanding
securities (or the securities of any parent thereof) are held by a person or
persons who held securities possessing more than 50% of the total combined
voting power of the Company's outstanding securities immediately prior to that
transaction, or

            (b) any person or group of persons (within the meaning of Section
13(d)(3) of the Securities Exchange Act of 1934, as amended and in effect from
time to time) directly or indirectly acquires, including but not limited to by
means of a merger or consolidation, beneficial ownership (determined pursuant to
Securities and Exchange Commission Rule 13d-3 promulgated under the said
Exchange Act) of securities possessing more than 20% of the total combined
voting power of the Company's outstanding securities pursuant to a tender or
exchange offer made directly to the Company's stockholders that the Board does
not recommend such stockholders accept, other than (i) the Company or an
Affiliate, (ii) an employee benefit plan of the Company or any of its
Affiliates, (iii) a trustee or other fiduciary holding securities under an
employee benefit plan of the Company or any of its Affiliates, or (iv) an
underwriter temporarily holding securities pursuant to an offering of such
securities, or

            (c) over a period of 36 consecutive months or less, there is a
change in the composition of the Board such that a majority of the Board members
(rounded up to the next whole number, if a fraction) ceases, by reason of one or
more proxy contests for the election of Board members, to be composed of
individuals who either (i) have been Board members continuously since the
beginning of that period, or (ii) have been elected or nominated for election as
Board members during such period by at least a majority of the Board members
described in the preceding clause (i) who were still in office at the time that
election or nomination was approved by the Board; or

            (d)   a majority of the Board votes in favor of a decision that a
Change of Control has occurred.

      2.8. Code means the Internal Revenue Code of 1986, as amended from time to
time, or any successor statute thereto, and any regulations issued from time to
time thereunder.

      2.9. Committee means the Compensation Committee of the Board, which in
general is responsible for the administration of the Plan, as provided in
Section 5 of the Plan. For any period during which no such committee is in
existence "Committee" shall mean the Board and all authority and responsibility
assigned to the Committee under the Plan shall be exercised, if at all, by the
Board.

      2.10. Company means Dover Saddlery, Inc., a corporation organized under
the laws of the State of Delaware.
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      2.11. Covered Employee means an employee who is a "covered employee"
within the meaning of Section 162(m) of the Code.

      2.12. Grant Date means the date as of which an Option is granted, as
determined under Section 7.1(a).

      2.13. Incentive Option means an Option which by its terms is to be treated
as an "incentive stock option" within the meaning of Section 422 of the Code.

      2.14. Market Value means the value of a share of Stock on a particular
date determined by such methods or procedures as may be established by the
Committee. Unless otherwise determined by the Committee, the Market Value of
Stock as of any date is the closing price for the Stock as reported on the New
York Stock Exchange (or on any other national securities exchange on which the
Stock is then listed) for that date or, if no closing price is reported for that
date, the closing price on the next preceding date for which a closing price was
reported. For purposes of Awards effective as of the effective date of the
Company's initial public offering, Market Value of Stock shall be the price at
which the Company's Stock is offered to the public in its initial public
offering.

      2.15. Nonstatutory Option means any Option that is not an Incentive
Option.

      2.16. Option means an option to purchase shares of Stock.

      2.17. Optionee means a Participant to whom an Option shall have been
granted under the Plan.

      2.18. Participant means any holder of an outstanding Award under the
Plan.

      2.19. 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 used to establish
Performance Goals are limited to: pre- or after-tax net earnings, sales growth,
operating earnings, operating cash flow, return on net assets, return on
stockholders' equity, return on assets, return on capital, Stock price growth,
stockholder returns, gross or net profit margin, 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 will, in the manner and within the time
prescribed by Section 162(m) of the Code in the case of Qualified
Performance-Based Awards, objectively define the manner of calculating the
Performance Criteria it selects to use for such Performance Period for such
Participant.

      2.20. Performance Goals means, for a Performance Period, the written goals
established 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,
subsidiary, or an individual.
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                                     - 4 -


      2.21. Performance Period means the one or more periods of time, which may
be of varying and overlapping durations, selected by the Committee, over which
the attainment of one or more Performance Goals will be measured for purposes of
determining a Participant's right to, and the payment of, a Performance Unit.

      2.22. Performance Unit means a right granted to a Participant under
Section 7.5, to receive cash, Stock or other Awards, the payment of which is
contingent on achieving Performance Goals established by the Committee.

      2.23. Plan means this 2005 Equity Incentive Plan of the Company, as
amended from time to time, and including any attachments or addenda hereto.

      2.24. Qualified Performance-Based Awards means Awards intended to qualify
as "performance-based compensation" under Section 162(m) of the Code.

      2.25. Restricted Stock means a grant or sale of shares of Stock to a
Participant subject to a Risk of Forfeiture.

      2.26. Restricted Stock Units means rights to receive shares of Stock at
the close of a Restriction Period, subject to a Risk of Forfeiture.

      2.27. Restriction Period means the period of time, established by the
Committee in connection with an Award of Restricted Stock, during which the
shares of Restricted Stock are subject to a Risk of Forfeiture described in the
applicable Award Agreement.

      2.28. Risk of Forfeiture means a limitation on the right of the
Participant to retain Restricted Stock or Restricted Stock Units, including a
right in the Company to reacquire shares of Restricted Stock at less than their
then Market Value, arising because of the occurrence or non-occurrence of
specified events or conditions.

      2.29. Stock means common stock, par value $0.0001 per share, of the
Company, and such other securities as may be substituted for Stock pursuant to
Section 8.

      2.30. Stock Appreciation Right means a right to receive any excess in the
Market Value of shares of Stock (except as otherwise provided in Section 7.2(c))
over a specified exercise price.

      2.31. Stock Grant means the grant of shares of Stock not subject to
restrictions or other forfeiture conditions.

      2.32. Stockholders' Agreement means any agreement by and among the holders
of at least a majority of the outstanding voting securities of the Company and
setting forth, among other provisions, restrictions upon the transfer of shares
of Stock or on the exercise of rights appurtenant thereto (including but not
limited to voting rights).

      2.33. Ten Percent Owner means a person who owns, or is deemed within the
meaning of Section 422(b)(6) of the Code to own, stock possessing more than 10%
of the
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total combined voting power of all classes of stock of the Company (or
any parent or subsidiary corporations of the Company, as defined in Sections
424(e) and (f), respectively, of the Code). Whether a person is a Ten Percent
Owner shall be determined with respect to an Option based on the facts existing
immediately prior to the Grant Date of the Option.

3. TERM OF THE PLAN

      Unless the Plan shall have been earlier terminated by the Board, Awards
may be granted under this Plan at any time in the period commencing on the date
of approval of the Plan by the Board and ending immediately prior to the tenth
anniversary of the earlier of the adoption of the Plan by the Board or approval
of the Plan by the Company's stockholders. Awards granted pursuant to the Plan
within that period shall not expire solely by reason of the termination of the
Plan. Awards of Incentive Options granted prior to stockholder approval of the
Plan are expressly conditioned upon such approval, but in the event of the
failure of the stockholders to approve the Plan shall thereafter and for all
purposes be deemed to constitute Nonstatutory Options.

4. STOCK SUBJECT TO THE PLAN

      At no time shall the number of shares of Stock issued pursuant to or
subject to outstanding Awards granted under the Plan (including pursuant to
Incentive Options), nor the number of shares of Stock issued pursuant to
Incentive Options, exceed 623,544 shares of Stock; subject, however, to the
provisions of Section 8 of the Plan. For purposes of applying the foregoing
limitation, (a) if any Option or Stock Appreciation Right expires, terminates,
or is cancelled for any reason without having been exercised in full, or if any
other Award is forfeited by the recipient or repurchased at less than market
value, the shares not purchased by the Optionee or which are forfeited by the
recipient or repurchased shall again be available for Awards to be granted under
the Plan and (b) if any Option is exercised by delivering previously owned
shares in payment of the exercise price therefor, only the net number of shares,
that is, the number of shares issued minus the number received by the Company in
payment of the exercise price, shall be considered to have been issued pursuant
to an Award granted under the Plan. In addition, settlement of any Award shall
not count against the foregoing limitations except to the extent settled in the
form of Stock. Shares of Stock issued pursuant to the Plan may be either
authorized but unissued shares or shares held by the Company in its treasury.

5. ADMINISTRATION

      The Plan shall be administered by the Committee; provided, however, that
at any time, and on any one or more occasions, the Board may itself exercise any
of the powers and responsibilities assigned the Committee under the Plan and,
when so acting, shall have the benefit of all of the provisions of the Plan
pertaining to the Committee's exercise of its authorities hereunder; and
provided further, however, that the Committee may delegate to an executive
officer or officers the authority to grant Awards hereunder to employees who are
not officers, and to consultants, in accordance with such guidelines
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                                     - 6 -


as the Committee shall set forth at any time or from time to time. Subject to
the provisions of the Plan, the Committee shall have complete authority, in its
discretion, to make or to select the manner of making all determinations with
respect to each Award to be granted by the Company under the Plan including the
employee, consultant or director to receive the Award and the form of Award. In
making such determinations, the Committee may take into account the nature of
the services rendered by the respective employees, consultants, and directors,
their present and potential contributions to the success of the Company and its
Affiliates, and such other factors as the Committee in its discretion shall deem
relevant. Subject to the provisions of the Plan, the Committee shall also have
complete authority to interpret the Plan, to prescribe, amend and rescind rules
and regulations relating to it, to determine the terms and provisions of the
respective Award Agreements (which need not be identical), and to make all other
determinations necessary or advisable for the administration of the Plan. The
Committee's determinations made in good faith on matters referred to in the Plan
shall be final, binding and conclusive on all persons having or claiming any
interest under the Plan or an Award made pursuant hereto.

6. AUTHORIZATION OF GRANTS

      6.1. Eligibility. The Committee may grant from time to time and at any
time prior to the termination of the Plan one or more Awards, either alone or in
combination with any other Awards, to any employee of or consultant to one or
more of the Company and its Affiliates or to non-employee member of the Board or
of any board of directors (or similar governing authority) of any Affiliate.
However, only employees of the Company, and of any parent or subsidiary
corporations of the Company, as defined in Sections 424(e) and (f),
respectively, of the Code, shall be eligible for the grant of an Incentive
Option. Further, in no event shall the number of shares of Stock covered by
Options or other Awards granted to any one person in any one calendar year
exceed 50% of the aggregate number of shares of Stock subject to the Plan.

      6.2. General Terms of Awards. Each grant of an Award shall be subject to
all applicable terms and conditions of the Plan (including but not limited to
any specific terms and conditions applicable to that type of Award set out in
the following Section), and such other terms and conditions, not inconsistent
with the terms of the Plan, as the Committee may prescribe. No prospective
Participant shall have any rights with respect to an Award, unless and until
such Participant has executed an agreement evidencing the Award, delivered a
fully executed copy thereof to the Company, and otherwise complied with the
applicable terms and conditions of such Award.

      6.3. Effect of Termination of Employment, Etc. Unless the Committee shall
provide otherwise with respect to any Award, if the Participant's employment or
other association with the Company and its Affiliates ends for any reason,
including because of the Participant's employer ceasing to be an Affiliate, (a)
any outstanding Option or SAR of the Participant shall cease to be exercisable
in any respect not later than 90 days following that event and, for the period
it remains exercisable following that event, shall be exercisable only to the
extent exercisable at the date of that event, and (b) any other
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                                     - 7 -


outstanding Award of the Participant shall be forfeited or otherwise subject to
return to or repurchase by the Company on the terms specified in the applicable
Award Agreement. Military or sick leave or other bona fide leave shall not be
deemed a termination of employment or other association, provided that it does
not exceed the longer of ninety (90) days or the period during which the absent
Participant's reemployment rights, if any, are guaranteed by statute or by
contract.

      6.4. Non-Transferability of Awards. Except as otherwise provided in this
Section 6.4, Awards shall not be transferable, and no Award or interest therein
may be sold, transferred, pledged, assigned, or otherwise alienated or
hypothecated, other than by will or by the laws of descent and distribution. All
of a Participant's rights in any Award may be exercised during the life of the
Participant only by the Participant or the Participant's legal representative.
However, the Committee may, at or after the grant of an Award of a Nonstatutory
Option, or shares of Restricted Stock, provide that such Award may be
transferred by the recipient to a family member; provided, however, that any
such transfer is without payment of any consideration whatsoever and that no
transfer shall be valid unless first approved by the Committee, acting in its
sole discretion. For this purpose, "family member" means any child, stepchild,
grandchild, parent, stepparent, spouse, former spouse, sibling, niece, nephew,
mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or
sister-in-law, including adoptive relationships, any person sharing the
employee's household (other than a tenant or employee), a trust in which the
foregoing persons have more than fifty (50) percent of the beneficial interests,
a foundation in which the foregoing persons (or the Participant) control the
management of assets, and any other entity in which these persons (or the
Participant) own more than fifty (50) percent of the voting interests.

7. SPECIFIC TERMS OF AWARDS

      7.1.  Options.

            (a) Date of Grant. The granting of an Option shall take place at the
time specified in the Award Agreement. Only if expressly so provided in the
applicable Award Agreement shall the Grant Date be the date on which the Award
Agreement shall have been duly executed and delivered by the Company and the
Optionee.

            (b) Exercise Price. The price at which shares of Stock may be
acquired under each Incentive Option shall be not less than 100% of the Market
Value of Stock on the Grant Date, or not less than 110% of the Market Value of
Stock on the Grant Date if the Optionee is a Ten Percent Owner. The price at
which shares may be acquired under each Nonstatutory Option shall not be so
limited solely by reason of this Section.

            (c) Option Period. No Incentive Option may be exercised on or after
the tenth anniversary of the Grant Date, or on or after the fifth anniversary of
the Grant Date if the Optionee is a Ten Percent Owner. The Option period under
each Nonstatutory Option shall not be so limited solely by reason of this
Section.
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                                     - 8 -


            (d) Exercisability. An Option may be immediately exercisable or
become exercisable in such installments, cumulative or non-cumulative, as the
Committee may determine. In the case of an Option not otherwise immediately
exercisable in full, the Committee may Accelerate such Option in whole or in
part at any time; provided, however, that in the case of an Incentive Option,
any such Acceleration of the Option would not cause the Option to fail to comply
with the provisions of Section 422 of the Code or the Optionee consents to the
Acceleration.

            (e) Method of Exercise. An Option may be exercised by the Optionee
giving written notice, in the manner provided in Section 15, specifying the
number of shares with respect to which the Option is then being exercised. The
notice shall be accompanied by payment in the form of cash or check payable to
the order of the Company in an amount equal to the exercise price of the shares
to be purchased or, subject in each instance to the Committee's approval, acting
in its sole discretion, and to such conditions, if any, as the Committee may
deem necessary to avoid adverse accounting effects to the Company, by delivery
to the Company of

                  (i) shares of Stock having a Market Value equal to
      the exercise price of the shares to be purchased, or

                  (ii) unless prohibited by applicable law, the Optionee's
      executed promissory note in the principal amount equal to the exercise
      price of the shares to be purchased and otherwise in such form as the
      Committee shall have approved.

If the Stock is traded on an established market, payment of any exercise price
may also be made through and under the terms and conditions of any formal
cashless exercise program authorized by the Company entailing the sale of the
Stock subject to an Option in a brokered transaction (other than to the
Company). Receipt by the Company of such notice and payment in any authorized or
combination of authorized means shall constitute the exercise of the Option.
Within thirty (30) days thereafter but subject to the remaining provisions of
the Plan, the Company shall deliver or cause to be delivered to the Optionee or
his agent a certificate or certificates for the number of shares then being
purchased. Such shares shall be fully paid and nonassessable.

            (f) Limit on Incentive Option Characterization. An Incentive Option
shall be considered to be an Incentive Option only to the extent that the number
of shares of Stock for which the Option first becomes exercisable in a calendar
year do not have an aggregate Market Value (as of the date of the grant of the
Option) in excess of the "current limit". The current limit for any Optionee for
any calendar year shall be $100,000 minus the aggregate Market Value at the date
of grant of the number of shares of Stock available for purchase for the first
time in the same year under each other Incentive Option previously granted to
the Optionee under the Plan, and under each other incentive stock option
previously granted to the Optionee under any other incentive stock option plan
of the Company and its Affiliates, after December 31, 1986. Any shares of Stock
which would cause the foregoing limit to be violated shall be deemed to have
been
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                                     - 9 -


granted under a separate Nonstatutory Option, otherwise identical in its terms
to those of the Incentive Option.

            (g) Notification of Disposition. Each person exercising any
Incentive Option granted under the Plan shall be deemed to have covenanted with
the Company to report to the Company any disposition of such shares prior to the
expiration of the holding periods specified by Section 422(a)(1) of the Code
and, if and to the extent that the realization of income in such a disposition
imposes upon the Company federal, state, local or other withholding tax
requirements, or any such withholding is required to secure for the Company an
otherwise available tax deduction, to remit to the Company an amount in cash
sufficient to satisfy those requirements.

      7.2.  Stock Appreciation Rights.

            (a) Tandem or Stand-Alone. Stock Appreciation Rights may be granted
in tandem with an Option (at or, in the case of a Nonstatutory Option, after,
the award of the Option), or alone and unrelated to an Option. Stock
Appreciation Rights in tandem with an Option shall terminate to the extent that
the related Option is exercised, and the related Option shall terminate to the
extent that the tandem Stock Appreciation Rights are exercised.

            (b) Exercise Price. Stock Appreciation Rights shall have an exercise
price of not less than fifty percent (50%) of the Market Value of the Stock on
the date of award, or in the case of Stock Appreciation Rights in tandem with
Options, the exercise price of the related Option.

            (c) Other Terms. Except as the Committee may deem inappropriate or
inapplicable in the circumstances, Stock Appreciation Rights shall be subject to
terms and conditions substantially similar to those applicable to a Nonstatutory
Option. In addition, an SAR related to an Option which can only be exercised
during limited periods following a Change of Control may entitle the Participant
to receive an amount based upon the highest price paid or offered for Stock in
any transaction relating to the Change of Control or paid during the thirty (30)
day period immediately preceding the occurrence of the Change of Control in any
transaction reported in the stock market in which the Stock is normally traded.

      7.3.  Restricted Stock.

            (a)   Purchase Price.  Shares of Restricted Stock shall be issued
under the Plan for such consideration, in cash, other property or services,
or any combination thereof, as is determined by the Committee.

            (b) Issuance of Certificates. Each Participant receiving a
Restricted Stock Award, subject to subsection (c) below, shall be issued a stock
certificate in respect of such shares of Restricted Stock. Such certificate
shall be registered in the name of such Participant, and, if applicable, shall
bear an appropriate legend referring to the
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                                     - 10 -


terms, conditions, and restrictions applicable to such Award substantially in
the following form:

      The transferability of this certificate and the shares represented by this
      certificate are subject to the terms and conditions of the Dover Saddlery,
      Inc. 2005 Equity Incentive Plan and an Award Agreement entered into by the
      registered owner and Dover Saddlery, Inc. Copies of such Plan and
      Agreement are on file in the offices of Dover Saddlery, Inc.

            (c) Escrow of Shares. The Committee may require that the stock
certificates evidencing shares of Restricted Stock be held in custody by a
designated escrow agent (which may but need not be the Company) until the
restrictions thereon shall have lapsed, and that the Participant deliver a stock
power, endorsed in blank, relating to the Stock covered by such Award.

            (d) Restrictions and Restriction Period. During the Restriction
Period applicable to shares of Restricted Stock, such shares shall be subject to
limitations on transferability and a Risk of Forfeiture arising on the basis of
such conditions related to the performance of services, Company or Affiliate
performance or otherwise as the Committee may determine and provide for in the
applicable Award Agreement. Any such Risk of Forfeiture may be waived or
terminated, or the Restriction Period shortened, at any time by the Committee on
such basis as it deems appropriate.

            (e) Rights Pending Lapse of Risk of Forfeiture or Forfeiture of
Award. Except as otherwise provided in the Plan or the applicable Award
Agreement, at all times prior to lapse of any Risk of Forfeiture applicable to,
or forfeiture of, an Award of Restricted Stock, the Participant shall have all
of the rights of a stockholder of the Company, including the right to vote, and
the right to receive any dividends with respect to, the shares of Restricted
Stock. The Committee, as determined at the time of Award, may permit or require
the payment of cash dividends to be deferred and, if the Committee so
determines, reinvested in additional Restricted Stock to the extent shares are
available under Section 4.

            (f) Lapse of Restrictions. If and when the Restriction Period
expires without a prior forfeiture of the Restricted Stock, the certificates for
such shares shall be delivered to the Participant promptly if not theretofore so
delivered.

      7.4.  Restricted Stock Units.

            (a) Character. Each Restricted Stock Unit shall entitle the
recipient to a share of Stock at a close of such Restriction Period as the
Committee may establish and subject to a Risk of Forfeiture arising on the basis
of such conditions relating to the performance of services, Company or Affiliate
performance or otherwise as the Committee may determine and provide for in the
applicable Award Agreement. Any such Risk of Forfeiture may be waived or
terminated, or the Restriction Period shortened, at any time by the Committee on
such basis as it deems appropriate.
<PAGE>
                                     - 11 -


            (b) Form and Timing of Payment. Payment of earned Restricted Stock
Units shall be made in a single lump sum following the close of the applicable
Restriction Period. At the discretion of the Committee, Participants may be
entitled to receive payments equivalent to any dividends declared with respect
to Stock referenced in grants of Restricted Stock Units but only following the
close of the applicable Restriction Period and then only if the underlying Stock
shall have been earned. Unless the Committee shall provide otherwise, any such
dividend equivalents shall be paid, if at all, without interest or other
earnings.

      7.5.  Performance Units.

            (a) Character. Each Performance Unit shall entitle the recipient to
the value of a specified number of shares of Stock, over the initial value for
such number of shares, if any, established by the Committee at the time of
grant, at the close of a specified Performance Period to the extent specified
Performance Goals shall have been achieved.

            (b) Earning of Performance Units. The Committee shall set
Performance Goals in its discretion which, depending on the extent to which they
are met within the applicable Performance Period, will determine the number and
value of Performance Units that will be paid out to the Participant. After the
applicable Performance Period has ended, the holder of Performance Units shall
be entitled to receive payout on the number and value of Performance Units
earned by the Participant over the Performance Period, to be determined as a
function of the extent to which the corresponding Performance Goals have been
achieved.

            (c) Form and Timing of Payment. Payment of earned Performance Units
shall be made in a single lump sum following the close of the applicable
Performance Period. At the discretion of the Committee, Participants may be
entitled to receive any dividends declared with respect to Stock which have been
earned in connection with grants of Performance Units which have been earned,
but not yet distributed to Participants. The Committee may permit or, if it so
provides at grant require, a Participant to defer such Participant's receipt of
the payment of cash or the delivery of Stock that would otherwise be due to such
Participant by virtue of the satisfaction of any requirements or goals with
respect to Performance Units. If any such deferral election is required or
permitted, the Committee shall establish rules and procedures for such payment
deferrals.

      7.6. Stock Grants. Stock Grants shall be awarded solely in recognition of
significant contributions to the success of the Company or its Affiliates, in
lieu of compensation otherwise already due and in such other limited
circumstances as the Committee deems appropriate. Stock Grants shall be made
without forfeiture conditions of any kind.
<PAGE>
                                     - 12 -


      7.7.  Qualified Performance-Based Awards.

            (a) Purpose. The purpose of this Section 7.7 is to provide the
Committee the ability to qualify Awards as "performance-based compensation"
under Section 162(m) of the Code. If the Committee, in its discretion, decides
to grant an Award as a Qualified Performance-Based Award, the provisions of this
Section 7.7 will control over any contrary provision contained in the Plan. In
the course of granting any Award, the Committee may specifically designate the
Award as intended to qualify as a Qualified Performance-Based Award. However, no
Award shall be considered to have failed to qualify as a Qualified
Performance-Based Award solely because the Award is not expressly designated as
a Qualified Performance-Based Award, if the Award otherwise satisfies the
provisions of this Section 7.7 and the requirements of Section 162(m) of the
Code and the regulations promulgated thereunder applicable to "performance-based
compensation."

            (b) Authority. All grants of Awards intended to qualify as Qualified
Performance-Based Awards and determination of terms applicable thereto shall be
made by the Committee or, if not all of the members thereof qualify as "outside
directors" within the meaning of applicable IRS regulations under Section 162 of
the Code, a subcommittee of the Committee consisting of such of the members of
the Committee as do so qualify. Any action by such a subcommittee shall be
considered the action of the Committee for purposes of the Plan.

            (b) Applicability. This Section 7.7 will apply only to those Covered
Employees, or to those persons who the Committee determines are reasonably
likely to become Covered Employees in the period covered by an Award, selected
by the Committee to receive Qualified Performance-Based Awards. The Committee
may, in its discretion, grant Awards to Covered Employees that do not satisfy
the requirements of this Section 7.7.

            (c) Discretion of Committee with Respect to Qualified
Performance-Based Awards. Options may be granted as Qualified Performance-Based
Awards in accordance with Section 7.1, except that the exercise price of any
Option intended to qualify as a Qualified Performance-Based Award shall in no
event be less that the Market Value of the Stock on the date of grant. With
regard to other Awards intended to qualify as Qualified Performance-Based
Awards, such as Restricted Stock, Restricted Stock Units, or Performance Units,
the Committee will have full discretion to select the length of any applicable
Restriction Period or Performance Period, the kind and/or level of the
applicable Performance Goal, and whether the Performance Goal is to apply to the
Company, a Subsidiary or any division or business unit or to the individual. Any
Performance Goal or Goals applicable to Qualified Performance-Based Awards shall
be objective, shall be established not later than ninety (90) days after the
beginning of any applicable Performance Period (or at such other date as may be
required or permitted for "performance-based compensation" under Section 162(m)
of the Code) and shall otherwise meet the requirements of Section 162(m) of the
Code, including the
<PAGE>
                                     - 13 -


requirement that the outcome of the Performance Goal or Goals be substantially
uncertain (as defined in the regulations under Section 162(m) of the Code) at
the time established.

            (d) Payment of Qualified Performance-Based Awards. A Participant
will be eligible to receive payment under a Qualified Performance-Based Award
which is subject to achievement of a Performance Goal or Goals only if the
applicable Performance Goal or Goals period are achieved within the applicable
Performance Period, as determined by the Committee. In determining the actual
size of an individual Qualified Performance-Based Award, the Committee may
reduce or eliminate the amount of the Qualified Performance-Based Award earned
for the Performance Period, if in its sole and absolute discretion, such
reduction or elimination is appropriate.

            (e) Maximum Award Payable. The maximum Qualified Performance-Based
Award payment to any one Participant under the Plan for a Performance Period is
the number of shares of Stock set forth in Section 4 above, or if the Qualified
Performance-Based Award is paid in cash, that number of shares multiplied by the
Market Value of the Stock as of the date the Qualified Performance-Based Award
is granted.

            (f) Limitation on Adjustments for Certain Events. No adjustment of
any Qualified Performance-Based Award pursuant to Section 8 shall be made except
on such basis, if any, as will not cause such Award to provide other than
"performance-based compensation" within the meaning of Section 162(m) of the
Code.

      7.8. Awards to Participants Outside the United States. The Committee may
modify the terms of any Award under the Plan granted to a Participant who is, at
the time of grant or during the term of the Award, resident or primarily
employed outside of the United States in any manner deemed by the Committee to
be necessary or appropriate in order that the Award shall conform to laws,
regulations, and customs of the country in which the Participant is then
resident or primarily employed, or so that the value and other benefits of the
Award to the Participant, as affected by foreign tax laws and other restrictions
applicable as a result of the Participant's residence or employment abroad,
shall be comparable to the value of such an Award to a Participant who is
resident or primarily employed in the United States. The Committee may establish
supplements to, or amendments, restatements, or alternative versions of the Plan
for the purpose of granting and administrating any such modified Award. No such
modification, supplement, amendment, restatement or alternative version may
increase the share limit of Section 4.

8. ADJUSTMENT PROVISIONS

      8.1. Adjustment for Corporate Actions. All of the share numbers set forth
in the Plan reflect the capital structure of the Company as of
[________________, 2005]. Subject to Section 8.2, if subsequent to that date the
outstanding shares of Stock (or any other securities covered by the Plan by
reason of the prior application of this Section) are increased, decreased, or
exchanged for a different number or kind of shares or other
<PAGE>
                                     - 14 -


securities, or if additional shares or new or different shares or other
securities are distributed with respect to shares of Stock, through merger,
consolidation, sale of all or substantially all the property of the Company,
reorganization, recapitalization, reclassification, stock dividend, stock split,
reverse stock split, or other similar distribution with respect to such shares
of Stock, an appropriate and proportionate adjustment will be made in (i) the
maximum numbers and kinds of shares provided in Section 4, (ii) the numbers and
kinds of shares or other securities subject to the then outstanding Awards,
(iii) the exercise price for each share or other unit of any other securities
subject to then outstanding Options and Stock Appreciation Rights (without
change in the aggregate purchase price as to which such Options or Rights remain
exercisable), and (iv) the repurchase price of each share of Restricted Stock
then subject to a Risk of Forfeiture in the form of a Company repurchase right.

      8.2. Treatment in Certain Acquisitions or Change of Control. Subject to
any provisions of then outstanding Awards granting greater rights to the holders
thereof, in the event of an Acquisition or Change of Control, any then
outstanding Awards shall Accelerate to the extent not assumed or replaced by
comparable Awards referencing shares of the capital stock of the successor or
acquiring entity or parent thereof, and thereafter (or after a reasonable period
following the Acquisition, as determined by the Committee) terminate. As to any
one or more outstanding Awards which are not otherwise Accelerated in full, the
Committee may also, either in advance of an Acquisition or Change of Control or
at the time thereof and upon such terms as it may deem appropriate, provide for
the Acceleration of such outstanding Awards in the event that the employment of
the Participants should subsequently terminate following the Acquisition or
Change of Control. Each outstanding Award that is assumed in connection with an
Acquisition or Change of Control, or is otherwise to continue in effect
subsequent to the Acquisition or Change of Control, will be appropriately
adjusted, immediately after the Acquisition or Change of Control, as to the
number and class of securities and other relevant terms in accordance with
Section 8.1.

      8.3. Dissolution or Liquidation. Upon dissolution or liquidation of the
Company, other than as part of an Acquisition or similar transaction, each
outstanding Option and SAR shall terminate, but the Optionee or SAR holder shall
have the right, immediately prior to the dissolution or liquidation, to exercise
the Option or SAR to the extent exercisable on the date of dissolution or
liquidation.

      8.4. Adjustment of Awards Upon the Occurrence of Certain Unusual or
Nonrecurring Events. In the event of any corporate action not specifically
covered by the preceding Sections, including but not limited to an extraordinary
cash distribution on Stock, a corporate separation or other reorganization or
liquidation, the Committee may make such adjustment of outstanding Awards and
their terms, if any, as it, in its sole discretion, may deem equitable and
appropriate in the circumstances. The Committee may make adjustments in the
terms and conditions of, and the criteria included in, Awards in recognition of
unusual or nonrecurring events (including, without limitation, the events
described in this Section) affecting the Company or the financial statements of
the Company or of changes in applicable laws, regulations, or accounting
principles,
<PAGE>
                                     - 15 -


whenever the Committee determines that such adjustments are appropriate in order
to prevent dilution or enlargement of the benefits or potential benefits
intended to be made available under the Plan.

8.5. Related Matters. Any adjustment in Awards made pursuant to this Section 8
shall be determined and made, if at all, by the Committee and shall include any
correlative modification of terms, including of Option exercise prices, rates of
vesting or exercisability, Risks of Forfeiture, applicable repurchase prices for
Restricted Stock, and Performance Goals and other financial objectives which the
Committee may deem necessary or appropriate so as to ensure the rights of the
Participants in their respective Awards are not substantially diminished nor
enlarged as a result of the adjustment and corporate action other than as
expressly contemplated in this Section 8. No fraction of a share shall be
purchasable or deliverable upon exercise, but in the event any adjustment
hereunder of the number of shares covered by an Award shall cause such number to
include a fraction of a share, such number of shares shall be adjusted to the
nearest smaller whole number of shares. No adjustment of an Option exercise
price per share pursuant to this Section 8 shall result in an exercise price
which is less than the par value of the Stock.

9. SETTLEMENT OF AWARDS

      9.1. In General. Options and Restricted Stock shall be settled in
accordance with their terms. All other Awards may be settled in cash, Stock, or
other Awards, or a combination thereof, as determined by the Committee at or
after grant and subject to any contrary Award Agreement. The Committee may not
require settlement of any Award in Stock pursuant to the immediately preceding
sentence to the extent issuance of such Stock would be prohibited or
unreasonably delayed by reason of any other provision of the Plan.

      9.2. Violation of Law. Notwithstanding any other provision of the Plan or
the relevant Award Agreement, if, at any time, in the reasonable opinion of the
Company, the issuance of shares of Stock covered by an Award may constitute a
violation of law, then the Company may delay such issuance and the delivery of a
certificate for such shares until (i) approval shall have been obtained from
such governmental agencies, other than the Securities and Exchange Commission,
as may be required under any applicable law, rule, or regulation and (ii) in the
case where such issuance would constitute a violation of a law administered by
or a regulation of the Securities and Exchange Commission, one of the following
conditions shall have been satisfied:

            (a)   the shares are at the time of the issue of such shares
effectively registered under the Securities Act of 1933; or

            (b) the Company shall have determined, on such basis as it deems
appropriate (including an opinion of counsel in form and substance satisfactory
to the Company) that the sale, transfer, assignment, pledge, encumbrance or
other disposition of
<PAGE>
                                     - 16 -


such shares or such beneficial interest, as the case may be, does not require
registration under the Securities Act of 1933, as amended or any applicable
State securities laws.

The Company shall make all reasonable efforts to bring about the occurrence of
said events.

      9.3. Corporate Restrictions on Rights in Stock. Any Stock to be issued
pursuant to Awards granted under the Plan shall be subject to all restrictions
upon the transfer thereof which may be now or hereafter imposed by the charter,
certificate or articles, and by-laws, of the Company. Whenever Stock is to be
issued pursuant to an Award, if the Committee so directs at or after grant, the
Company shall be under no obligation to issue such shares until such time, if
ever, as the recipient of the Award (and any person who exercises any Option, in
whole or in part), shall have become a party to and bound by the Stockholders'
Agreement, if any. In the event of any conflict between the provisions of this
Plan and the provisions of the Stockholders' Agreement, the provisions of the
Stockholders' Agreement shall control except as required to fulfill the
intention that this Plan constitute an incentive stock option plan within the
meaning of Section 422 of the Code, but insofar as possible the provisions of
the Plan and such Agreement shall be construed so as to give full force and
effect to all such provisions.

      9.4. Investment Representations. The Company shall be under no obligation
to issue any shares covered by any Award unless the shares to be issued pursuant
to Awards granted under the Plan have been effectively registered under the
Securities Act of 1933, as amended, or the Participant shall have made such
written representations to the Company (upon which the Company believes it may
reasonably rely) as the Company may deem necessary or appropriate for purposes
of confirming that the issuance of such shares will be exempt from the
registration requirements of that Act and any applicable state securities laws
and otherwise in compliance with all applicable laws, rules and regulations,
including but not limited to that the Participant is acquiring the shares for
his or her own account for the purpose of investment and not with a view to, or
for sale in connection with, the distribution of any such shares.

      9.5. Registration. If the Company shall deem it necessary or desirable to
register under the Securities Act of 1933, as amended or other applicable
statutes any shares of Stock issued or to be issued pursuant to Awards granted
under the Plan, or to qualify any such shares of Stock for exemption from the
Securities Act of 1933, as amended or other applicable statutes, then the
Company shall take such action at its own expense. The Company may require from
each recipient of an Award, or each holder of shares of Stock acquired pursuant
to the Plan, such information in writing for use in any registration statement,
prospectus, preliminary prospectus or offering circular as is reasonably
necessary for that purpose and may require reasonable indemnity to the Company
and its officers and directors from that holder against all losses, claims,
damage and liabilities arising from use of the information so furnished and
caused by any untrue statement of any material fact therein or caused by the
omission to state a material fact required to be stated therein or necessary to
make the statements therein not misleading in the light of the circumstances
under which they were made. In addition, the Company
<PAGE>
                                     - 17 -


may require of any such person that he or she agree that, without the prior
written consent of the Company or the managing underwriter in any public
offering of shares of Stock, he or she will not sell, make any short sale of,
loan, grant any option for the purchase of, pledge or otherwise encumber, or
otherwise dispose of, any shares of Stock during the 180 day period commencing
on the effective date of the registration statement relating to the underwritten
public offering of securities. Without limiting the generality of the foregoing
provisions of this Section 9.5, if in connection with any underwritten public
offering of securities of the Company the managing underwriter of such offering
requires that the Company's directors and officers enter into a lock-up
agreement containing provisions that are more restrictive than the provisions
set forth in the preceding sentence, then (a) each holder of shares of Stock
acquired pursuant to the Plan (regardless of whether such person has complied or
complies with the provisions of clause (b) below) shall be bound by, and shall
be deemed to have agreed to, the same lock-up terms as those to which the
Company's directors and officers are required to adhere; and (b) at the request
of the Company or such managing underwriter, each such person shall execute and
deliver a lock-up agreement in form and substance equivalent to that which is
required to be executed by the Company's directors and officers.

      9.6. Placement of Legends; Stop Orders; etc. Each share of Stock to be
issued pursuant to Awards granted under the Plan may bear a reference to the
investment representation made in accordance with Section 9.4 in addition to any
other applicable restriction under the Plan, the terms of the Award and if
applicable under the Stockholders' Agreement and to the fact that no
registration statement has been filed with the Securities and Exchange
Commission in respect to such shares of Stock. All certificates for shares of
Stock or other securities delivered under the Plan shall be subject to such
stock transfer orders and other restrictions as the Committee may deem advisable
under the rules, regulations, and other requirements of any stock exchange upon
which the Stock is then listed, and any applicable federal or state securities
law, and the Committee may cause a legend or legends to be put on any such
certificates to make appropriate reference to such restrictions.

      9.7. Tax Withholding. Whenever shares of Stock are issued or to be issued
pursuant to Awards granted under the Plan, the Company shall have the right to
require the recipient to remit to the Company an amount sufficient to satisfy
federal, state, local or other withholding tax requirements if, when, and to the
extent required by law (whether so required to secure for the Company an
otherwise available tax deduction or otherwise) prior to the delivery of any
certificate or certificates for such shares. The obligations of the Company
under the Plan shall be conditional on satisfaction of all such withholding
obligations and the Company shall, to the extent permitted by law, have the
right to deduct any such taxes from any payment of any kind otherwise due to the
recipient of an Award. However, in such cases Participants may elect, subject to
the approval of the Committee, acting in its sole discretion, to satisfy an
applicable withholding requirement, in whole or in part, by having the Company
withhold shares to satisfy their tax obligations. Participants may only elect to
have Shares withheld having a Market Value on the date the tax is to be
determined equal to the minimum statutory total tax which could be imposed on
the transaction. All elections shall be irrevocable, made
<PAGE>
                                     - 18 -


in writing, signed by the Participant, and shall be subject to any restrictions
or limitations that the Committee deems appropriate.

10.   RESERVATION OF STOCK

      The Company shall at all times during the term of the Plan and any
outstanding Awards granted hereunder reserve or otherwise keep available such
number of shares of Stock as will be sufficient to satisfy the requirements of
the Plan (if then in effect) and the Awards and shall pay all fees and expenses
necessarily incurred by the Company in connection therewith.

11.   LIMITATION OF RIGHTS IN STOCK; NO SPECIAL SERVICE RIGHTS

      A Participant shall not be deemed for any purpose to be a stockholder of
the Company with respect to any of the shares of Stock subject to an Award,
unless and until a certificate shall have been issued therefor and delivered to
the Participant or his agent. Any Stock to be issued pursuant to Awards granted
under the Plan shall be subject to all restrictions upon the transfer thereof
which may be now or hereafter imposed by the Certificate of Incorporation and
the By-laws of the Company. Nothing contained in the Plan or in any Award
Agreement shall confer upon any recipient of an Award any right with respect to
the continuation of his or her employment or other association with the Company
(or any Affiliate), or interfere in any way with the right of the Company (or
any Affiliate), subject to the terms of any separate employment or consulting
agreement or provision of law or corporate articles or by-laws to the contrary,
at any time to terminate such employment or consulting agreement or to increase
or decrease, or otherwise adjust, the other terms and conditions of the
recipient's employment or other association with the Company and its Affiliates.

12.   UNFUNDED STATUS OF PLAN

      The Plan is intended to constitute an "unfunded" plan for incentive
compensation, and the Plan is not intended to constitute a plan subject to the
provisions of the Employee Retirement Income Security Act of 1974, as amended.
With respect to any payments not yet made to a Participant by the Company,
nothing contained herein shall give any such Participant any rights that are
greater than those of a general creditor of the Company. In its sole discretion,
the Committee may authorize the creation of trusts or other arrangements to meet
the obligations created under the Plan to deliver Stock or payments with respect
to Options, Stock Appreciation Rights and other Awards hereunder, provided,
however, that the existence of such trusts or other arrangements is consistent
with the unfunded status of the Plan.

13.   NONEXCLUSIVITY OF THE PLAN

      Neither the adoption of the Plan by the Board nor the submission of the
Plan to the stockholders of the Company shall be construed as creating any
limitations on the power of the Board to adopt such other incentive arrangements
as it may deem desirable, including without limitation, the granting of stock
options and restricted stock other than
<PAGE>
                                     - 19 -


under the Plan, and such arrangements may be either applicable generally or only
in specific cases.

14.   TERMINATION AND AMENDMENT OF THE PLAN

      The Board may at any time terminate the Plan or make such modifications of
the Plan as it shall deem advisable. Unless the Board otherwise expressly
provides, no amendment of the Plan shall affect the terms of any Award
outstanding on the date of such amendment. Other than as the Board may deem
necessary or appropriate to comply with applicable law, including without
limitation the provisions of Section 409A of the Code, no termination or
amendment of the Plan may adversely affect the rights of the recipient of an
Award previously granted hereunder without the consent of the recipient of such
Award.

      The Committee may amend the terms of any Award theretofore granted,
prospectively or retroactively, provided that the Award as amended is consistent
with the terms of the Plan. Other than as the Committee may deem necessary or
appropriate to comply with applicable law, including without limitation the
provisions of Section 409A of the Code, no such amendment shall impair the
rights of the recipient of such Award without his or her consent.

15.   NOTICES AND OTHER COMMUNICATIONS

      Any notice, demand, request or other communication hereunder to any party
shall be deemed to be sufficient if contained in a written instrument delivered
in person or duly sent by first class registered, certified or overnight mail,
postage prepaid, or telecopied with a confirmation copy by regular, certified or
overnight mail, addressed or telecopied, as the case may be, (i) if to the
recipient of an Award, at his or her residence address last filed with the
Company and (ii) if to the Company, at its principal place of business,
addressed to the attention of its Treasurer, or to such other address or
telecopier number, as the case may be, as the addressee may have designated by
notice to the addressor. All such notices, requests, demands and other
communications shall be deemed to have been received: (i) in the case of
personal delivery, on the date of such delivery; (ii) in the case of mailing,
when received by the addressee; and (iii) in the case of facsimile transmission,
when confirmed by facsimile machine report.

16.   GOVERNING LAW

      The Plan and all Award Agreements and actions taken thereunder shall be
governed, interpreted and enforced in accordance with the laws of the State of
Delaware, without regard to the conflict of laws principles thereof.