Exhibit 10.1

ULTIMATE ELECTRONICS, INC.  AMENDED AND RESTATED  2000 EQUITY INCENTIVE PLAN

SECTION 1
INTRODUCTION

1.1Establishment.Ultimate Electronics, Inc., a Delaware corporation (together with its
subsidiaries, the "Company"), hereby establishes the 2000 Equity Incentive Plan (the "Plan") for certain key employees, non-employee directors and consultants of the Company.

1.2Purposes.    The purposes of the Plan are to provide Participants with added incentives to
continue in the long-term service of the Company and to create in such persons a more direct interest in the future success of the operations of the Company by relating incentive
compensation to increases in stockholder value. The Plan is also designed to attract key employees and to retain and motivate key employees by providing an opportunity for investment in the Company.

SECTION 2
DEFINITIONS

2.1Definitions.The following terms shall have the meanings set forth below:



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2.2Gender and Number.Except when otherwise indicated by the context, the masculine gender shall
also include the feminine gender, and the definition of any term herein in the singular shall also include the plural.

SECTION 3
PLAN ADMINISTRATION

3.1General.    The Plan shall be administered by the Board, which may from time to time delegate all
or part of its authority under this Plan to a Plan Committee. If authorized by duly passed resolutions of the Board, the Plan Committee shall have sole and exclusive authority to administer the
Incentive Stock Option grants and Non-Statutory Option grants with respect to Insiders. The Plan

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Committee may also, at the Board's discretion, administer Incentive Stock Options and Non-Statutory Stock Options to Non-Insiders.

3.2Plan Administrator's Authority.    References in this Plan to the Plan Administrator refer to the
Board or, to the extent the Board delegates its administrative authority to the Plan Committee, to the Plan Committee. In accordance with the provisions of the Plan, the Plan Administrator shall, in
its sole discretion, select Participants to whom Awards will be granted, the form of each Award, the amount of
each Award and any other terms and conditions of each Award as the Plan Administrator may deem necessary or desirable and consistent with the terms of the Plan. The Plan Administrator shall determine
the form or forms of the agreements which shall evidence the particular provisions, terms, conditions, rights and duties of the Company and the Participants with respect to Awards granted pursuant to
the Plan, which provisions need not be identical except as may be provided herein. The Plan Administrator may from time to time adopt such rules and regulations for carrying out the purposes of the
Plan as it may deem proper and in the best interests of the Company. The Plan Administrator may correct any defect, supply any omission or reconcile any inconsistency in the Plan or in any agreement
entered into hereunder in the manner and to the extent it shall deem proper and in the best interest of the Company. No member of the Plan Administrator shall be liable for any action or determination
made in good faith, and all members of the Plan Administrator shall, in addition to their rights as directors, be fully indemnified by the Company with respect to any such action, determination or
interpretation. The determination, interpretations and other actions of the Plan Administrator pursuant to the provisions of the Plan shall be binding and conclusive for all purposes and on all
persons.

SECTION 4
SHARES SUBJECT TO THE PLAN

4.1Number of Shares.2,950,000 Shares are authorized for issuance under the Plan in accordance
with the provisions of the Plan and subject to such restrictions or other provisions as the Plan Administrator may from time to time deem necessary. The Shares may be divided among the various Plan
components as the Plan Administrator shall determine.

4.2Unused and Forfeited Stock.Any Shares that are subject to an Award under this Plan that are
not used because the terms and conditions of the Award are not met, including any Shares that are subject to an Option that expires or is terminated for any reason, any Shares which are used for full
or partial payment of the purchase price of Shares with respect to which an Option is exercised and any Shares retained by the Company pursuant to Section 16 of this Plan, shall automatically
become available for use under the Plan. Notwithstanding the foregoing, with respect to any Shares withheld by the Company in satisfaction of withholding taxes incurred upon the exercise of Incentive
Stock Options or as part of the purchase price of the Shares underlying such Incentive Stock Options, the number of Shares available for issuance under this Plan shall be reduced by the number of
Shares so withheld.

4.3Adjustments for Stock Split, Stock Dividend, Etc.If the Company shall at any time increase or
decrease the number of its outstanding Shares or change in any way the rights and privileges of such Shares by means of the payment of a stock dividend or any other distribution upon such Shares
payable in Shares, or through a stock split, subdivision, consolidation, combination, reclassification or recapitalization involving the Shares, then in relation to the Shares that are affected by one
or more of the above events, the numbers, rights and privileges of the following shall be increased, decreased or changed in like manner as if they had been issued and outstanding, fully paid and
nonassessable at the time of such occurrence: (i) the Shares as to which Awards may be granted under the Plan and (ii) the Shares then included in each outstanding Option or Performance
Unit granted hereunder.

4.4Dividend Payable in Stock of Another Corporation, Etc.If the Company shall at any time pay or
make any dividend or other distribution upon the Shares payable in securities of another

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corporation or other property (except money or Shares), a proportionate part of such securities or other property shall be set aside and delivered to any Participant then holding an Award for the
particular type of Shares for which the dividend or other distribution was made, upon exercise thereof in the case of Options, and the vesting thereof in the case of other Awards. Prior to the time
that any such securities or other property are delivered to a Participant in accordance with the foregoing, the Company shall be the owner of such securities or other property and shall have the right
to vote the securities, receive any dividends payable on such securities, and in all other respects shall be treated as the owner. If securities or other property which have been set aside by the
Company in accordance with this Section 4.4 are not delivered to a Participant because an Award is not exercised or otherwise vested, then such securities or other property shall remain the
property of the Company and shall be dealt with by the Company as it shall determine in its sole discretion.

4.5Other Changes in Shares.In the event there shall be any change, other than as specified in
Sections 4.3 and 4.4, in the number or kind of outstanding Shares of any stock or other securities into which the Shares shall be changed or for which it shall have been exchanged, and if the Plan
Administrator shall in its discretion determine that such change equitably requires an adjustment in the number or kind of Shares subject to outstanding Awards or which have been reserved for issuance
pursuant to the Plan but are not then subject to an Award, then such adjustments shall be made by the Plan Administrator and shall be effective for all purposes of the Plan and on each outstanding
Award that involves the particular type of stock for which a change was effected.

4.6Rights to Subscribe.If the Company shall at any time grant to the holders of its Shares
rights to subscribe pro rata for additional Shares thereof or for any other securities of the Company or of any other corporation, there shall be reserved with respect to the Shares then subject to an
Award held by any Participant of the particular class of Shares involved, the Shares or other securities which the Participant would have been entitled to subscribe for if immediately prior to such
grant the Participant had exercised his entire Option, or otherwise vested in his entire Award. If, upon exercise of any such Option or the vesting of any other Award, the Participant subscribes for
the additional Shares or other securities, the Participant shall pay to the Company the price that is payable by the Participant for such Shares or other securities.

4.7General Adjustment Rules.If any adjustment or substitution provided for in this
Section 4 shall result in the creation of a fractional Share under any Award, the Company shall, in lieu of selling or otherwise issuing such fractional Share, pay to the Participant a cash sum
in an amount equal to the product of such fraction multiplied by the Fair Market Value of a Share on the date the fractional Share would otherwise have been issued. In the case of any such
substitution or adjustment affecting an Option, the total Option Price for the Shares then subject to an Option shall remain unchanged but the Option Price per Share under each such Option shall be
equitably adjusted by the Plan Administrator to reflect the greater or lesser number of Shares or other securities into which the Shares subject to the Option may have been changed.

4.8Determination by the Plan Administrator.Adjustments under this Section 4 shall be made
by the Plan Administrator, whose determinations with regard thereto shall be final and binding upon all parties thereto.

4.9Individual Limitations on Awards.The fair market value of Performance Units (other than
Performance Shares) that may be granted pursuant to this 2000 Plan to any employee in any Plan Year shall not exceed $100,000. Subject to Section 4.3, no more than 100,000 Shares may be issued
to any employee in any Plan Year as Performance Shares, and no Options may be issued pursuant to this Plan in any Plan Year to any employee for the purchase of more than 100,000 Shares.

4.10Treatment of Predecessor Plan.This 2000 Plan shall serve as the successor to the Predecessor
Plan, and no further Awards shall be made under the Predecessor Plan after the Effective Date. Each outstanding Award under Predecessor Plan shall continue to be governed solely by the

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terms of the documents evidencing such Award, and no provision of the 2000 Plan shall affect or otherwise modify the rights or obligations of the holder of such Award.

SECTION 5
PARTICIPATION

Participants in the Plan shall be Non-employee Directors and those Eligible Employees or consultants who, in the judgment of the Plan Administrator,
are performing, or during the term of their incentive arrangement will perform, important services in the management, operation and development of the Company, and significantly contribute, or are
expected to significantly contribute, to the achievement of long-term corporate economic objectives. Participants may be granted from time to time one or more Awards; provided, however, that the grant
of each such Award shall be separately approved by the Plan Administrator, and receipt of one such Award shall not
result in automatic receipt of any other Award. Written notice shall be given to such person, specifying the terms, conditions, rights and duties related to each Award.

SECTION 6
REORGANIZATION OR LIQUIDATION

In the event that the Company is merged or consolidated with another corporation (other than a merger or consolidation in which the Company is the continuing
corporation and which does not result in any reclassification or change of outstanding Shares), or if all or substantially all of the assets or more than 50% of the outstanding voting stock of the
Company is acquired by any other corporation, business entity or person (other than a sale or conveyance in which the Company continues as a
holding company of an entity or entities that conduct the business or businesses formerly conducted by the Company), or in the case of a reorganization (other than a reorganization under the United
States Bankruptcy Code) or liquidation of the Company, and if the provisions of Section 10 do not apply, the Plan Administrator, or the board of directors of any corporation assuming the
obligations of the Company, shall have the power and discretion to prescribe the terms and conditions for the exercise of, or modification of, any outstanding Awards granted hereunder. By way of
illustration, and not by way of limitation, the Plan Administrator or the board of directors of the corporation assuming the obligations of the Company may provide for the complete or partial
acceleration of the dates of exercise of the Options, or may provide that such Options will be exchanged or converted into options to acquire securities of the surviving or acquiring corporation, or
may provide for a payment or distribution in respect of outstanding Options (or the portion thereof that is currently exercisable) in cancellation thereof. The Plan Administrator or the board of
directors of the corporation assuming the obligations of the Company may remove restrictions on Restricted Stock and may modify the performance requirements for any other Awards. The Plan
Administrator may provide that Options or other Awards granted hereunder must be exercised in connection with the closing of such transaction, and that if not so exercised such Awards will expire. Any
such determinations by the Plan Administrator or the board of directors of the corporation assuming the obligations of the Company may be made generally with respect to all Participants, or may be
made on a case-by-case basis with respect to particular Participants. The provisions of this Section 6 shall not apply to any transaction undertaken for the purpose of
reincorporating the Company under the laws of another jurisdiction if such transaction does not materially affect the beneficial ownership of the Company's capital stock.

SECTION 7
STOCK OPTIONS

7.1Automatic Grant of Options.Each Non-employee Director shall be automatically
granted Non-Statutory Options to purchase 4,000 Shares effective as of February 1 of each year, which Options will become exercisable one year from the date of grant.

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7.2Discretionary Grant of Options.The Plan Committee may make discretionary grants of Options to
Eligible Employees and consultants. The Plan Administrator in its sole discretion shall designate whether an Option is to be considered an Incentive Stock Option or a Non-Statutory Option.
Notwithstanding any other provision of the Plan, Non-employee Directors and consultants may only be awarded Non-Statutory Options,provided,
however, that the Board must approve such Award and the interested Non-employee Director must abstain from voting on the Award. Eligible Employees may be awarded
Non-Statutory Options, Incentive Stock Options, or both. The Plan Administrator may grant both an Incentive Stock Option and a Non-Statutory Option to the same employee at the
same time (which Options may or may not be evidenced in the same agreement) or at different times. Incentive Stock Options and Non-Statutory Options, whether granted at the same or
different times, shall be deemed to have been awarded in separate grants, shall be clearly identified, and in no event shall the
exercise of one Option affect the right to exercise any other Option or affect the number of Shares for which any other Option may be exercised.

7.3An Option Agreement is Required for Each Award.Each Option granted under the Plan shall be
evidenced by a written stock option agreement which shall be entered into and signed by a representative of the Company and the Participant to whom the Option is granted (the "Option Holder"), and
which agreement shall contain the following terms and conditions, as well as such other terms and conditions not inconsistent therewith, as the Plan Administrator may consider appropriate in each
case.



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7.4No Rights as a Stockholder.No Option Holder shall have any rights as a stockholder with
respect to any Shares covered by an Option until the Option Holder becomes the holder of record of such Shares, and no adjustments shall be made for dividends or other distributions or other rights as
to which there is a record date preceding the date such Option Holder becomes the holder of record of such Shares, except as provided in herein.

SECTION 8
RESTRICTED STOCK AWARDS

8.1Awards Granted by the Plan Administrator.    Coincident with or following designation for
participation in the Plan, an Eligible Employee may be granted one or more Awards of Restricted Stock consisting of Shares. The number of Shares granted as an Award of Restricted Stock shall be
determined by the Plan Administrator.

8.2Restrictions.    A Participant's right to retain an Award of Restricted Stock granted to him
under Section 8.1 shall be subject to such restrictions, including but not limited to his continuous employment by the Company for a three year period, or the attainment of specified
performance goals and objectives for a minimum of a one year period, as may be established by the Plan Administrator with respect to such Award. The Plan Administrator may in its sole discretion
require different periods of employment or different performance goals and objectives with respect to different Participants, to
different Awards of Restricted Stock or to separate, designated portions of the Shares constituting an Award of Restricted Stock.

8.3Privileges of a Stockholder, Transferability.A Participant shall have all voting, dividend,
liquidation and other rights with respect to Stock in accordance with the terms of the Award of Restricted Stock upon his becoming the holder of record of such Restricted Stock; provided, however,

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that the Participant's right to sell, encumber or otherwise transfer such Restricted Stock shall be subject to the limitations of Section 12 hereof.

8.4Enforcement of Restrictions.    The Plan Administrator may in its sole discretion require one or
more of the following methods of enforcing the restrictions referred to in Section 8.2 and 8.3:



8.5Termination of Employment, Death, Disability, Etc.In the event of the death or disability
(within the meaning of Section 22(e)(3) of the Code) of a Participant, or the retirement of a Participant as provided in Section 7.3(e)(ii), all employment period and other restrictions
applicable to Awards of Restricted Stock then held by him shall lapse, and such awards shall become fully nonforfeitable. Subject to Sections 6 and 10, in the event of a Participant's termination of
employment for any other reason, any Award of Restricted Stock as to which the employment period or other restrictions have not been satisfied shall be forfeited.

SECTION 9
PERFORMANCE UNITS

9.1Performance Related Awards.    Coincident with or following designation for participation in the
Plan, a Participant may be granted Performance Units.

9.2Amount of Award.    The Plan Administrator shall establish a maximum amount of a Participant's
Award, which amount shall be denominated in Shares or in dollars.

9.3Communication of Award.    Written notice of the maximum amount of a Participant's Award and the
Performance Cycle determined by the Plan Administrator shall be given to a Participant as soon as practicable after grant of the Award by the Plan Administrator.

9.4Amount of Award Payable.    The Plan Committee shall establish maximum and minimum performance
targets to be achieved during the applicable Performance Cycle. Performance targets established by the Plan Committee shall relate to corporate, group, unit or individual performance and may be
established in terms of earnings, growth in earnings, ratios of earnings to equity or assets. The Plan Committee shall establish the method for computing the amount of an Award payable to a
Participant upon satisfaction of each of the performance targets, and shall designate the Participants who are eligible for such Awards, within 90 days after the commencement of the Performance
Cycle to which the Awards relate or, if earlier, before 25 percent of such Performance Cycle has elapsed. Multiple performance targets may be used and the components of multiple performance
targets may be given the same or different weight in determining the amount of an Award earned, and may relate to absolute performance or relative performance measured against other groups, units,
individuals or entities. Each performance target, and the methods for computing the amount of an Award to which an employee shall be entitled as a result of the achievement of one or more performance
targets, shall be stated in terms of an objective formula or standard. Achievement of the maximum performance target shall entitle the Participant to payment (subject to Section 9.5) at the
full or maximum amount specified with respect to the Award;provided, however, that notwithstanding any other provisions of this Plan, in the case of an
Award of Performance Units, the Plan Administrator in its discretion may establish an upper limit on the amount payable (whether in cash or Shares) as a result of the achievement of the maximum
performance target. The Plan Committee may also establish that a portion of a full or maximum amount of a Participant's Award will be paid (subject to Section 9.5) for

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performance that exceeds the minimum performance target but falls below the maximum performance target applicable to such Award.

9.5Adjustments.    At any time prior to payment of an Award of Performance Units, the Plan Committee
may adjust previously established performance targets or other terms and conditions to reflect events such as changes in laws, regulations, or accounting practice, or mergers, acquisitions or
divestitures, or such other events as the Plan Administrator deems appropriate, in its sole discretion, provided that the Plan Committee may not, at any time after 90 days have elapsed from the
commencement of the Performance Cycle to which the Award relates, or, if earlier, after 25 percent of the Performance Cycle to which the Award relates has elapsed, increase the amount of any
Award payable that would otherwise be due upon attainment of one or more performance targets.

9.6Payments of Awards.    Following the conclusion of each Performance Cycle, the Plan Committee
shall determine the extent to which performance targets have been attained, and the satisfaction of any other terms and conditions with respect to an Award relating to such Performance Cycle. The Plan
Administrator shall certify what, if any, payment is due with respect to an Award and whether such payment shall be made in cash, Shares or some combination. Payment shall be made in a lump sum or
installments, as determined by the Plan Committee, commencing as promptly as practicable following the end of the applicable Performance Cycle, subject to such terms and conditions and in such form as
may be prescribed by the Plan Committee.

9.7Termination of Employment.    If a Participant ceases to be a employee before the end of a
Performance Cycle by reason of his death, permanent disability or retirement as provided in Section 7.3(e)(ii), the Performance Cycle for such Participant for the purpose of determining the
amount of the Award payable shall end at the end of the calendar quarter immediately preceding the date on which such Participant ceased to be an employee. The amount of an Award payable to a
Participant to whom the preceding sentence is applicable shall be paid at the end of the Performance Cycle and shall be that fraction of the Award computed pursuant to the preceding sentence, the
numerator of which is the number of calendar quarters during the Performance Cycle during all of which said Participant was an employee and the denominator of which is the number of full calendar
quarters in the Performance Cycle. Upon any other termination of employment of a Participant during a Performance Cycle, participation in the Plan shall cease and all outstanding Awards of Performance
Units to such Participant shall be canceled.

SECTION 10
CHANGE IN CONTROL

10.1Options, Restricted Stock.    In the event of a change in control of the Company as defined in
Section 10.3, the Board may, in its sole discretion, without obtaining stockholder approval, to the extent permitted in Section 15, take any or all of the following actions:
(a) accelerate the exercise dates of any outstanding Options or make all such Options fully vested and exercisable; (b) grant a cash bonus award to any Option Holder in an amount
necessary to pay the Option Price of all or any portion of the Options then held by such Option Holder; (c) pay cash to any or all Option Holders in exchange for the cancellation of their
outstanding Options in an amount equal to the difference between the Option Price of such Options and the greater of the price offered by a third party for the Common Stock or the Fair Market Value of
the Shares on the date of the cancellation of the Options; (d) make any other adjustments or amendments to the outstanding Options; and (e) eliminate all restrictions with respect to
Restricted Stock and deliver Shares free of restrictive legends to any Participant.

10.2Performance Units.    Under the circumstances described in Section 10.1, the Board may,
in its sole discretion, and without obtaining stockholder approval, to the extent permitted in Section 15, provide for payment of outstanding Performance Units at the maximum award level or any
percentage thereof.

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10.3Definition.    For purposes of the Plan, a "change in control" shall be deemed to have occurred
if (a) any "person" or "group" (within the meaning of Sections 13(d) and 14(d)(2) of the 1934 Act), other than William J. Pearse, a trustee or other fiduciary holding securities under an
employee benefit plan of the Company, is or becomes the "beneficial owner" (as defined in Rule 13d-3 under the 1934 Act), directly or indirectly, of more than 33?% of the then
outstanding voting stock of the Company; or (b) at any time during any period of three consecutive years (not including any period prior to the Effective Date), individuals who at the beginning
of such period constitute the Board (and any new director whose election by the Board or whose 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 such period or whose election or nomination for election was previously so approved) cease
for any reason to constitute a majority thereof; or (c) the stockholders of the Company approve a merger or consolidation of the Company with any other corporation, other than a merger or
consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into
voting securities of the surviving entity) at least 80% of the combined voting power of the voting securities of the Company or such surviving entity outstanding immediately after such merger or
consolidation, or the stockholders approve a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company of all or substantially all of the Company's assets.

SECTION 11
RIGHTS OF EMPLOYEES AND OTHER PARTICIPANTS

Nothing contained in the Plan or in any Award granted under the Plan shall confer upon any Participant any right with respect to the continuation of his or her
employment by the Company, or interfere in any way with the right of the Company, subject to the terms of any separate employment agreement to the contrary, at any time to terminate such employment or
to increase or decrease the compensation of the Participant from the rate in existence at the time of the grant of an Award. Whether an authorized leave of absence or absence due to military or
government service shall constitute a termination of employment shall be determined by the Plan Administrator at the relevant time.

SECTION 12
TRANSFERABILITY

During the lifetime of the Option Holder, Incentive Stock Options shall be exercisable only by the Option Holder and shall not be assignable or
transferable;provided, however, that in the event of the Option Holder's death, any Option may be exercised by the personal representative of the
Option Holder's estate, or by the person(s) to whom the option is transferred pursuant to the Option Holder's will or in accordance with the laws of descent and distribution. Upon the prior written
consent of the
Board and subject to any conditions associated with such consent, a Non-Statutory Option may be assigned in whole or in part during the Option Holder's lifetime to one or more members of
the Option Holder's immediate family or to a trust established exclusively for one or more such family members. In addition, the Board, in its sole discretion, may allow a Non-Statutory
Option to be assigned in other circumstances deemed appropriate. The terms applicable to the assigned portion shall be the same as those in effect for the Option immediately prior to such assignment
and shall be set forth in such documents issued to the assignee as the Board may deem appropriate.

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SECTION 13
GENERAL RESTRICTIONS

13.1Investment Representations.    The Company may require any person to whom an Option or other
Award is granted, as a condition of exercising such Option or receiving Shares under the Award, to give written assurances in substance and form satisfactory to the Company and its counsel to the
effect that such person is acquiring the Shares subject to the Option or the Award for his own account for investment and not with any present intention of selling or otherwise distributing the same
and to such other effects as the Company deems necessary or appropriate in order to comply with federal and applicable state securities laws. Legends evidencing such restrictions may be placed on the
certificates evidencing the Shares.

13.2Compliance with Securities Laws.    Each Award shall be subject to the requirement that, if at
any time counsel to the Company shall determine that the listing, registration or qualification of the Shares subject to such Award upon any securities exchange or under any state or federal law, or
the consent or approval of any governmental or regulatory body, is necessary as a condition of, or in connection with, the issuance or purchase of Shares thereunder, such Award may not be accepted or
exercised in whole or in part unless such listing, registration, qualification, consent or approval shall have been effected or obtained on conditions acceptable to the Plan Administrator. Nothing
herein shall be deemed to require the Company to apply for or to obtain such listing, registration or qualification.

13.3Stock Restriction Agreement.    The Plan Administrator may provide that Shares issuable upon the
exercise of an Option shall, under certain conditions, be subject to restrictions whereby the Company has a right of first refusal with respect to such Shares or a right or obligation to repurchase
all or a portion of such Shares, which restrictions may survive a Participant's term of employment with the Company. The acceleration of time or times at which an Option becomes exercisable may be
conditioned upon the Participant's agreement to such restrictions.

SECTION 14
OTHER EMPLOYEE BENEFITS

The amount of any compensation deemed to be received by a Participant as a result of the exercise of an Option or the grant or vesting of any other Award shall
not constitute "earnings" with respect to which any other employee benefits of such employee are determined, including without limitation benefits under any pension, profit sharing, stock purchase,
life insurance or salary continuation plan.

SECTION 15
PLAN AMENDMENT, MODIFICATION AND TERMINATION BY THE BOARD

15.1Board's Exclusive Authority to Terminate, Amend or Modify Plan.The Board shall have complete
and exclusive authority to terminate the Plan. The Board shall also have complete and exclusive authority from time-to-time to amend or modify the Plan to the extent that the
Board determines that such modification or amendment would not have a material adverse effect on the stockholders or option holders,provide, however,
that stockholder approval shall be required if (i) the Board determines that the modification or amendment would have a material adverse effect (ii) stockholder approval of such
amendments or modifications is required under applicable law, or (iii) if the Company, on the advice of its counsel, determines that stockholder approval is otherwise necessary or desirable. No
amendment, modification or termination of the Plan shall in any manner adversely affect any Awards theretofore granted under the Plan, without the consent of the Participant holding such Awards.

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15.2Options in Excess of the Number of Available Shares.    Options in excess of the number of
Shares then available for issuance may be granted under this Plan,provided, however, that any excess Shares actually issued under this Plan shall be
held in escrow until the action that is necessary to approve a sufficient increase in the number of Shares available for issuance under the Plan is taken. If such further action is not obtained within
12 months after the date the first such excess grants are made, then: (i) any unexercised Options granted on the basis of such excess Shares shall terminate and cease to be outstanding
and (ii) the Company shall promptly refund to the Option Holders the Option Price paid for any excess Options that were exercised or issued under the Plan and held in escrow, together with
interest on the Option Price that was held in escrow, and any such Options and Shares shall thereupon be automatically canceled and cease to be outstanding.

SECTION 16
WITHHOLDING

16.1Withholding Requirement.    The Company's obligations to deliver Shares upon the exercise of an
Option, or upon the vesting of any other Award, shall be subject to the Participant's satisfaction of all applicable federal, state and local income and other tax withholding requirements.

16.2Withholding With Stock.    The Board may, in its discretion, provide any or all holders of
Non-Statutory Options with the right to use Shares in satisfaction of all or part of the taxes incurred by such holders in connection with the exercise of such Options. Such right may be
provided to any such holder in either or both of the following formats:



SECTION 17
BROKERAGE ARRANGEMENTS

The Plan Administrator may, in its discretion, enter into arrangements with one or more banks, brokers or other financial institutions to facilitate the
disposition of Shares acquired upon exercise of Options, including, without limitation, arrangements for the simultaneous exercise of Options and sale of the Shares acquired upon such exercise.

SECTION 18
NONEXCLUSIVITY OF THE PLAN

Neither the adoption of the Plan by the Board nor the submission of the Plan to stockholders of the Company for approval shall be construed as creating any
limitations on the power or authority of the Board to adopt such other or additional incentive or other compensation arrangements of whatever nature as the Board may deem necessary or desirable or
preclude or limit the continuation of any other
plan, practice or arrangement for the payment of compensation or fringe benefits to employees generally, or to any class or group of employees, which the Company or any affiliated Corporation now has
lawfully put into effect, including, without limitation, any retirement, pension, savings and stock purchase plan, insurance, death and disability benefits and executive short-term
incentive plans.

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SECTION 19
REQUIREMENTS OF LAW

19.1Requirements of Law.    The issuance of Shares and the payment of cash pursuant to the Plan
shall be subject to all applicable laws, rules and regulations.

19.2Federal Securities Law Requirements.    If a Participant is an officer or director of the
Company within the meaning of Section 16 of the 1934 Act, Awards granted hereunder shall be subject to all conditions required under Rule 16b-3 of the 1934 Act, or any
successor rule promulgated under the 1934 Act, to qualify the Award for any exception from the provisions of Section 16(b) of the 1934 Act available under that Rule. Such conditions are hereby
incorporated herein by reference and shall be set forth in the agreement with the Participant which describes the Award.

19.3Conflicts.If the terms of a particular stock option agreement that evidences an Award
conflict with the terms of the Plan, the terms of the Plan will control and such Participant will be subject to the terms and conditions of the Plan.

19.4Governing Law.    The Plan and all agreements hereunder shall be construed in accordance with
and governed by the laws of the State of Delaware, except to the extent otherwise provided for in any option agreement issued pursuant to the Plan.

SECTION 20
DURATION OF THE PLAN

The Plan shall be effective on the Effective Date, provided that any Options or Shares that may be issued under the Plan prior to shareholder approval will be
issued subject to the approval of the Company's shareholders. The Plan shall terminate at such time as may be determined by the Board, and no Award shall be granted after such termination. If not
sooner terminated under the preceding
sentence, the Plan shall fully cease and expire at midnight of the day that is ten years from the Effective Date. Awards outstanding at the time of the Plan termination may continue to be exercised or
earned in accordance with their terms.

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