Exhibit
10.2






ORE
PHARMACEUTICALS INC.




1997
EQUITY INCENTIVE PLAN




Adopted
September 29, 1997


As
Amended and Restated as of March 12, 2009





Introduction.




This Plan
is an amendment and restatement of the Company’s 1996 Stock Plan (the “1996
Plan”), and became effective on November 21, 1997 (the “Effective
Date”).  No options shall be granted under the 1996 Plan from and
after the Effective Date.




1. Purposes.




(a) The
purpose of the Plan is to provide a means by which selected Employees and
Directors of and Consultants to the Company and its Affiliates may be given an
opportunity to benefit from increases in value of the common stock of the
Company (“Common Stock”) through the granting of (i) Incentive Stock Options,
(ii) Nonstatutory Stock Options and (iii) Restricted Stock.




(b) The
Company, by means of the Plan, seeks to retain the services of persons who are
now Employees and Directors, to secure and retain the services of new Employees
and Directors, and to provide incentives for such persons to exert maximum
efforts for the success of the Company and its Affiliates.




(c) The
Company intends that the Awards issued under the Plan shall, in the discretion
of the Board or any Committee to which responsibility for administration of the
Plan has been delegated pursuant to subsection 3(c), be Options granted pursuant
to Section 6 hereof, including Incentive Stock Options and Nonstatutory
Stock Options, or Restricted Stock granted pursuant to Section 7
hereof.  All Options shall be separately designated Incentive Stock
Options or Nonstatutory Stock Options at the time of grant, and a separate
certificate or certificates will be issued for shares purchased on exercise of
each type of Option.




2. Definitions.




(a) “Affiliate” means any parent
corporation or subsidiary corporation, whether now or hereafter existing, as
those terms are defined in Sections 424(e) and (f) respectively, of the
Code.




(b)           “Award” means any Incentive
Stock Option, Nonstatutory Stock Option or Restricted Stock granted under the
Plan.




(c)           “Board” means the Board of
Directors of the Company.




(d)           “Cause” means willful conduct
that is materially injurious to the Company (or any Affiliate) or any successor
thereto, whether financial or otherwise.









(e)           “Code” means the Internal
Revenue Code of 1986, as amended and any regulations issued
thereunder.




(f)           “Change in Control”
means:




(i)           a
dissolution, liquidation, or sale of all or substantially all of the assets of
the Company to an entity that is not an Affiliate;




(ii)           a
merger or consolidation in which the Company is not the surviving corporation or
a reverse merger in which the Company is the surviving corporation but the
shares of the Company’s Common Stock outstanding immediately preceding the
merger are converted by virtue of the merger into other property, whether in the
form of securities, cash or otherwise; provided that in either case more than
fifty percent (50%) of the combined voting power of the continuing or surviving
entity’s securities outstanding immediately after such merger or consolidation
is not owned directly or indirectly (through another entity or entities) by
persons who were holders of the Company’s then-outstanding voting
securities  immediately prior to such merger or consolidation;
or




(iii)           the
acquisition by any person, entity or group within the meaning of Section 13(d)
or 14(d) of the Exchange Act or any comparable successor provisions (excluding
any Affiliate or any employee benefit plan, or related trust, sponsored or
maintained by the Company or any Affiliate of the Company) of the beneficial
ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act,
or comparable successor rule) of securities of the Company representing at least
fifty percent (50%) of the combined voting power entitled to vote in the
election of directors.




(g) “Committee” means a Committee
appointed by the Board in accordance with subsection 3(c) of the
Plan.




(h) “Company” means Ore
Pharmaceuticals Inc., a Delaware corporation.




(i) “Consultant” means any person,
including an advisor, engaged by the Company or an Affiliate to render
consulting services and who is compensated for such services, provided that the
term “Consultant” shall not include Directors who are paid only a director’s fee
by the Company or who are not compensated by the Company for their services as
Directors.




(j) “Continuous Service” means the
employment or relationship as a Director or Consultant is not interrupted or
terminated.  The Board, in its sole discretion, may determine whether
Continuous Service shall be considered interrupted in the case
of:  (i) any leave of absence approved by the Board, including
sick leave, military leave, or any other personal leave; or (ii) transfers
between locations of the Company or between the Company, Affiliates or their
successors.




(k) “Covered Employee” shall mean
an employee of the Company or any Affiliate who is subject to Code Section
162(m).




(l) “Director” means a member of
the Board.




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(m) “Employee” means any person,
including Officers and Directors, employed by the Company or any Affiliate of
the Company.  Neither service as a Director nor payment of a
director’s fee by the Company shall be sufficient to constitute “employment” by
the Company.




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




(o) “Fair Market Value” means, as
of any date, the value of the Common Stock of the Company determined as
follows:




(i) If the
Common Stock is listed on any established stock exchange, or traded on the
Nasdaq National Market or The Nasdaq SmallCap Market, the Fair Market Value of a
share of Common Stock shall be the closing sales price for such stock (or the
closing bid, if no sales were reported) as quoted on such exchange or market (or
the exchange or market with the greatest volume of trading in Common Stock) on
the last market trading day prior to determination, as reported in The Wall Street Journal or
such other source as the Board deems reliable;




(ii) In the
absence of such markets for the Common Stock, the Fair Market Value shall be
determined in good faith by the Board.




(p) “Grant Agreement” means a
written agreement between the Company and a Grantee evidencing the terms and
conditions of an Award under the Plan.  Each Grant Agreement shall be
subject to the terms and conditions of the Plan.




(q) “Grant Date”shall mean the date on
which the Committee formally acts to grant an Award to a Grantee or such other
date as the Committee shall so designate at the time of taking such formal
action.




(r) “Grantee” means a person to
whom an Award is granted pursuant to the Plan.




(s) “Incentive Stock Option” means
an Option intended to qualify as an incentive stock option within the meaning of
Section 422 of the Code and the regulations promulgated
thereunder.




(t) “Non-Employee Director” means
a Director who either (i) is not a current Employee or Officer of the Company or
its parent or subsidiary, does not receive compensation (directly or indirectly)
from the Company or its parent or subsidiary for services rendered as a
consultant or in any capacity other than as a Director (except for an amount as
to which disclosure would not be required under Item 404(a) of Regulation S-K
promulgated pursuant to the Securities Act of 1933 (“Regulation S-K”), does not
possess an interest in any other transaction as to which disclosure would be
required under Item 404(a) of Regulation S-K, and is not engaged in a business
relationship as to which disclosure would be required under Item 404(b) of
Regulation S-K; or (ii) is otherwise considered a “non-employee director” for
purposes of Rule 16b-3.




(u) “Nonstatutory Stock Option”
means an Option not intended to qualify as an Incentive Stock
Option.




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(v) “Officer” means a person who
is an officer of the Company within the meaning of Section 16 of the
Exchange Act and the rules and regulations promulgated thereunder.




(w) “Option” means a stock option
granted pursuant to the Plan.




(x) “Outside Director” means a
Director who either (i) is not a current employee of the Company or an
“affiliated corporation” (within the meaning of Treasury regulations promulgated
under Section 162(m) of the Code), is not a former employee of the Company or an
“affiliated corporation” receiving compensation for prior services (other than
benefits under a tax qualified pension plan), was not an officer of the Company
or an “affiliated corporation” at any time, and is not currently receiving
direct or indirect remuneration from the Company or an “affiliated corporation”
for services in any capacity other than as a Director, or (ii) is otherwise
considered an “outside director” for purposes of Section 162(m) of the
Code.




(y) “Performance Award” shall mean
an Award subject to Performance Measures or other criteria as permitted under
Section 8 hereof.




(z) “Performance Measure” shall
mean one or more of the following criteria, or such other operating objectives,
selected by the Committee to measure performance of the Company or any Affiliate
or other business division of same for a Performance Period, whether in absolute
or relative terms: basic or diluted earnings per share of Common Stock; earnings
per share of Common Stock growth; revenue; operating or net income or loss
(either before or after taxes); earnings and/or net income before interest and
taxes; earnings and/or net income before interest, taxes, depreciation and
amortization; return on capital; return on equity; return on assets; net cash
provided by operations; research and development objectives; business
development objectives; free cash flow; Common Stock price; economic profit;
economic value; total stockholder return; gross margins and costs. Each such
measure shall be determined in accordance with generally accepted accounting
principles as consistently applied and, if so determined by the Committee and,
in the case of a Performance Award to a Covered Employee, to the extent intended
to meet the performance-based compensation exception under Code Section 162(m),
adjusted as determined by the Committee to omit the effects of extraordinary
items, gain or loss on the disposal of a business segment, unusual or
infrequently occurring events and transactions and cumulative effects of changes
in accounting principles.




(aa) “Performance Period”means a period of not
less than one year over which the achievement of targets for Performance
Measures is determined.




(bb) “Plan” means this 1997 Equity
Incentive Plan.




(cc) “Restricted Stock” shall mean
Awards under Section 7.




(dd) “Rule 16b-3” means
Rule 16b-3 of the Exchange Act or any successor to Rule 16b-3, as in
effect when discretion is being exercised with respect to the Plan.




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3. Administration.




(a) The Plan
shall be administered by the Board unless and until and to the extent that the
Board delegates administration to a Committee, as provided in subsection
3(c).




(b) The Board
shall have the power, subject to, and within the limitations of, the express
provisions of the Plan:




(i) To
determine from time to time which of the persons eligible under the Plan shall
be granted Awards; when and how each Award shall be granted; whether an Award
will be an Incentive Stock Option, a Nonstatutory Stock Option or Restricted
Stock, or a combination of the foregoing; the provisions of each Award granted
(which need not be identical), including the time or times when a person shall
be permitted to receive stock pursuant to an Award; and the number of shares
with respect to which an Award shall be granted to each such
person.




(ii) To
construe and interpret the Plan and Awards granted under it, and to establish,
amend and revoke rules and regulations for its administration.  The
Board, in the exercise of this power, may correct any defect, omission or
inconsistency in the Plan or in any Grant Agreement, in a manner and to the
extent it shall deem necessary or expedient to make the Plan fully
effective.




(iii) To amend
the Plan or an Award as provided in Section 13.




(iv) Generally,
to exercise such powers and to perform such acts as the Board deems necessary or
expedient to promote the best interests of the Company which are not in conflict
with the provisions of the Plan.




(c) The Board
may delegate administration of the Plan in full or part to the Compensation
Committee of the Board or such other committee or committees consisting solely
of two or more members of the Board, each of whom is (i) a “non-employee
director” within the meaning of Rule 16b-3 under the Exchange Act, or any
successor rule of similar import, and (ii) an “outside director” within the
meaning of Section 162(m) of the Code and the regulations promulgated
thereunder. If administration is delegated to a Committee, the Committee shall
have, in connection with the administration of the Plan, the powers theretofore
possessed by the Board (and references in this Plan to the Board shall
thereafter be to the Committee), subject, however, to such resolutions, not
inconsistent with the provisions of the Plan, as may be adopted from time to
time by the Board.  The Board may abolish the Committee at any time
and/or revest in the Board the administration of the Plan or aspects of the Plan
or exercise concurrent authority as to particular matters.




(d) Notwithstanding
anything in this Section 3 to the contrary, the Board or the Committee may
delegate to a committee of one or more members of the Board or the Committee the
authority to grant Awards to certain eligible persons who are neither subject to
Section 16 of the Exchange Act nor Section 162(m) of the Code in accordance with
guidelines approved by the Board or the Committee; such delegate need not be an
Outside Director or Non-Employee Director.




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4. Shares
Subject To The Plan.




(a) Subject to
the provisions of Section 12 relating to adjustments upon changes in the stock
subject to the Plan, the stock that may be issued pursuant to Awards shall not
exceed in the aggregate Two Million One Hundred Twenty Thousand (2,120,000)
shares of Common Stock.  Such share reserve shall consist of (i) the
options granted under the 1996 Plan which are outstanding as of the Effective
Date plus (ii) the shares available for grant under the 1996 Plan as of the
Effective Date plus (iii) such additional number of shares of common stock as is
needed to constitute the aggregate total available above.  If any
Option shall for any reason expire or otherwise terminate, in whole or in part,
without having been exercised in full, the stock not acquired under such Option
shall revert to and again become available for issuance under the
Plan.  If any Restricted Stock Award is forfeited, in whole or in
part, the forfeited shares shall revert to and again become available for
issuance under the Plan.




(b) The stock
subject to the Plan may be unissued shares or reacquired shares, bought on the
market or otherwise.




(c)One hundred
percent of the shares of stock subject to the Plan may be issued pursuant to
Incentive Stock Options or Nonstatutory Options issued under the
Plan.




(d)Subject to the
provisions of Section 12 relating to adjustments upon changes in the stock
subject to the Plan, the maximum number of shares of Common Stock that shall be
issued pursuant to Awards of Restricted Stock under the Plan after its amendment
and restatement by the Board in March, 2009, is six hundred thousand
(600,000).  Shares of Common Stock subject to a Restricted Stock Award
which are forfeited shall not be counted against the six hundred thousand
(600,000) limit in this section 4(d).




5. Eligibility.




(a) Incentive
Stock Options may be granted only to Employees.  Awards other than
Incentive Stock Options may be granted only to Employees, Directors or
Consultants.  Notwithstanding anything to the contrary herein, Awards
shall not be granted under the Plan, as amended effective March 21, 2002, to
Non-Employee or Outside Directors or, after June 1, 2006, to
Consultants.




(b) No person
shall be eligible for the grant of an Incentive Stock Option if, at the time of
grant, such person owns (or is deemed to own pursuant to Section 424(d) of the
Code) stock possessing more than ten percent (10%) of the total combined voting
power of all classes of stock of the Company or of any of its Affiliates unless
the exercise price of such Option is at least one hundred ten percent (110%) of
the Fair Market Value of such stock at the date of grant and the Option is not
exercisable after the expiration of five (5) years from the date of
grant.




(c) Subject to
the provisions of Section 12 relating to adjustments upon changes in
stock:




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(i)           No
person shall be eligible to be granted Awards covering more than seven hundred
thousand (700,000) shares of Common Stock in any calendar year.




(ii)           As
a further restriction, no person shall be eligible to be granted Awards of
Restricted Stock covering more than two hundred and thirty three thousand three
hundred thirty three (233,333)shares
of Common Stock in any calendar year.  Further, the limit for any
person for any calendar year in section (c)(i) above shall be reduced by three
(3) shares for each share subject to an Award of Restricted Stock granted to
such person for such calendar year.




(iii)           If
an Award is forfeited, terminated, surrendered and/or cancelled, the Award
nonetheless continues to be counted against the maximum limit under this
subsection 5(c) for the calendar year of grant.




6. Option
Provisions.




Each
Option shall be in such form and shall contain such terms and conditions as the
Board shall deem appropriate.  The provisions of separate Options need
not be identical, but each Option shall include (through incorporation of
provisions hereof by reference in the Grant Agreement or otherwise) the
substance of each of the following provisions:




(a) Term.  No Option
shall be exercisable after the expiration of ten (10) years from the date it was
granted.




(b) Price.  The exercise
price of each Incentive Stock Option shall be not less than one hundred percent
(100%) of the Fair Market Value of the stock subject to the Option on the date
the Option is granted, and the exercise price of each Nonstatutory Stock Option
shall be not less than one hundred percent (100%) of the Fair Market Value of
the stock subject to the Option on the date the Option is
granted.  Notwithstanding the foregoing, an Option may be granted with
an exercise price lower than that set forth in the preceding sentence if such
Option is granted pursuant to an assumption or substitution for another option
in a manner satisfying the provisions of Section 424(a) of the
Code.




(c) Consideration.  The
purchase price of stock acquired pursuant to an Option shall be paid, to the
extent permitted by applicable statutes and regulations, either (i) in cash
at the time the Option is exercised, or (ii) at the discretion of the
Board, at the time of the grant of the Option, (A) by delivery to the
Company of other Common Stock of the Company which has been held by the Grantee
for over six (6) months, (B) according to a deferred payment or other
arrangement (which may include, without limiting the generality of the
foregoing, the use of other Common Stock of the Company) with the person to whom
the Option is granted or to whom the Option is transferred pursuant to
subsection 6(d), or (C) in any other form of legal consideration that may be
acceptable to the Board.  Such legal consideration may include payment
pursuant to an irrevocable direction to a broker acceptable to the Board to
deliver to the Company all or part of the proceeds of the sale of Common Stock
to be issued under the Option to pay the purchase price of the stock and, in the
case of a Nonstatutory Stock Option, any tax withholding due.  In the
case of any deferred payment arrangement, interest shall be payable at least
annually and shall be charged at the minimum rate of interest necessary to avoid
the treatment as interest, under any applicable provisions of the Code, of any
amounts other than amounts stated to be interest under the deferred payment
arrangement.  In addition, the “par value” of stock acquired under an
Option may not be paid pursuant to a deferred compensation
arrangement.




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(d) Transferability.  An
Incentive Stock Option shall not be transferable except by will or by the laws
of descent and distribution, and shall be exercisable during the lifetime of the
person to whom the Incentive Stock Option is granted only by such person or,
during the period such person is under a legal disability, by the person's
guardian or legal representative on behalf of such person.  A
Nonstatutory Stock Option may be transferred to the extent provided in the Grant
Agreement; provided that if the Grant Agreement does not expressly permit
transfer, then such Nonstatutory Stock Option shall not be transferable except
by will, by the laws of descent and distribution or pursuant to a domestic
relations order satisfying the requirements of Rule 16b-3, and shall be
exercisable during the lifetime of the person to whom the Option is granted only
by such person or any transferee pursuant to a domestic relations order or,
during the period such person is under a legal disability, by the person's
guardian or legal representative on behalf of such
person.  Notwithstanding the foregoing, the person to whom the Option
is granted may, by delivering written notice to the Company, in a form
satisfactory to the Company, designate a third party who, in the event of the
death of the Grantee, shall thereafter be entitled to exercise the Option.
However, in no event shall any Option be transferable to a third party for
consideration.




(e) Vesting.




(i)           The
total number of shares of stock subject to an Option may, but need not, be
allotted in periodic installments (which may, but need not, be
equal).  The Grant Agreement may provide that from time to time during
each of such installment periods, the Option may become exercisable (i.e.,
“vested”) with respect to some or all of the shares allotted to that period, and
may be exercised with respect to some or all of the shares allotted to such
period and/or any prior period as to which the Option became vested but was not
fully exercised.  The Option may be subject to such other terms and
conditions on the time or times when it may be exercised (which may be based on
the Performance Criteria or different performance or other criteria) as the
Board may deem appropriate.  The provisions of this subsection 6(e)
are subject to any Option provisions governing the minimum number of shares as
to which an Option may be exercised.




(ii)           To
the extent that the aggregate Fair Market Value (determined at the time of
grant) of stock with respect to which Incentive Stock Options are exercisable
for the first time by any Grantee during any calendar year under all plans of
the Company and its Affiliates exceeds one hundred thousand dollars ($100,000),
the Options or portions thereof which exceed such limit (according to the order
in which they were granted) shall be treated as Nonstatutory Stock
Options.




(f) Termination of Continued
Service.  In the event a Grantee’s Continuous Service
terminates (other than upon the Grantee’s death or disability), the Grantee may
exercise his or her Option within such period of time designated by the Board,
which shall in no event be later than the expiration of the term of the Option
as set forth in the Grant Agreement (the “Post-Termination Exercise Period”) and
only to the extent that the Grantee was entitled to exercise the Option on the
date Grantee’s Continuous Service terminates.  In the case of an
Incentive Stock Option, the Board shall determine the Post-Termination Exercise
Period at the time the Option is granted, and the term of such Post-Termination
Exercise Period shall in no event (except as provided in subsection (g) or (h)
below), exceed three (3) months from the date of termination.  In
addition, provided the requirements of Code Section 409A are met, the Board may
at any time, with the consent of the Grantee, extend the Post-Termination
Exercise Period and provide for continued vesting; provided however, that any
extension of such period by the Board in excess of three (3) months from the
date of termination shall cause an Incentive Stock Option so extended to become
a Nonstatutory Stock Option, effective as of the date of Board
action.  If, at the date of termination, the Grantee is not entitled
to exercise his or her entire Option, the shares covered by the unexercisable
portion of the Option shall revert to the Plan.  If, after
termination, the Grantee does not exercise his or her Option within the time
specified in the Grant Agreement or as otherwise determined above, the Option
shall terminate, and the shares covered by such Option shall revert to the
Plan.  Notwithstanding the foregoing, provided the requirements of
Code Section 409A are met, the Board shall have the power to permit an Option to
continue to vest during the Post-Termination Exercise Period.




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(g) Disability of
Grantee.  In the event a Grantee’s Continuous Service
terminates as a result of the Grantee’s disability, the Grantee may exercise his
or her Option (to the extent that the Grantee was entitled to exercise it at the
date of termination), but only within such period of time ending on the earlier
of (i) the date twelve (12) months following such termination (or such longer or
shorter period specified in the Grant Agreement), or (ii) the expiration of the
term of the Option as set forth in the Grant Agreement.  If, at the
date of termination, the Grantee is not entitled to exercise his or her entire
Option, the shares covered by the unexercisable portion of the Option shall
revert to and again become available for issuance under the Plan.  If,
after termination, the Grantee does not exercise his or her Option within the
time specified herein, the Option shall terminate, and the shares covered by
such Option shall revert to and again become available for issuance under the
Plan.




(h) Death of
Grantee.  In the event of the death of a Grantee during, or
within a three (3)-month period after the termination of, the Grantee’s
Continuous Service, the Option may be exercised to the extent vested by the
Grantee’s estate, by a person who acquired the right to exercise the Option by
bequest or inheritance or by a person designated to exercise the Option upon the
Grantee’s death pursuant to subsection 6(d), but only within the period ending
on the earlier of (i) the date eighteen (18) months following the date of death
(or such longer or shorter period specified in the Grant Agreement), or (ii) the
expiration of the term of such Option as set forth in the Grant
Agreement.  If, at the time of death, the Grantee was not entitled to
exercise his or her entire Option, the shares covered by the unexercisable
portion of the Option shall revert to and again become available for issuance
under the Plan.  If, after death, the Option is not exercised within
the time specified herein, the Option shall terminate, and the shares covered by
such Option shall revert to and again become available for issuance under the
Plan.




(i) Early Exercise.  The
Option may, but need not, include a provision whereby the Grantee may elect at
any time while an Employee, Director or Consultant to exercise the Option as to
any part or all of the shares subject to the Option prior to the full vesting of
the Option.  Any unvested shares so purchased may be subject to a
repurchase right in favor of the Company or to any other restriction the Board
determines to be appropriate.




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7. Restricted
Stock.




(a)           In General.Subject to the
other applicable provisions of the Plan and applicable law, the Board may at any
time and from time to time grant Awards in the form of Restricted Stock under
the Plan, in such amounts and subject to such terms and conditions as it
determines including without limitation conditions as to (i) forfeiture, (ii)
the lapse of forfeiture conditions (i.e., "vesting" of the Restricted Stock),
(iii) other restrictions (including restrictions against transfer of the
Restricted Stock for at least the period prior to vesting) and (iv) the lapse of
any of such restrictions and conditions.  Unless determined otherwise
by the Board or Committee, Grantees receiving Awards in the form of Restricted
Stock are not required to pay the Company cash consideration therefor (except as
may be required for applicable tax withholding). In no event shall any Award of
Restricted Stock or any rights with respect thereto be transferable to a third
party for consideration prior to vesting.




(b)           Vesting Requirements, Forfeiture
Conditions and Other Restrictions.Each grant for
Restricted Stock shall be evidenced by a Grant Agreement that specifies, among
other terms and conditions, (i) the applicable vesting requirements and the
conditions under which the shares of Common Stock subject to the Award shall be
forfeited back to the Company, (ii) other restrictions on such Award (including
restrictions against transfer of the Restricted Stock for at least the period
prior to vesting) and (iii) the time or times at which such forfeiture
conditions and other restrictions shall lapse with respect to all or a specified
number of the shares of Common Stock that are part of the
Award.  Notwithstanding the foregoing, except as provided in Section
8(b), the Board may reduce or shorten the duration of any time-based vesting
condition or accelerate the lapse of vesting requirements, forfeiture conditions
and other restrictions applicable to any Award of Restricted Stock to any
Grantee under the Plan.





(c)           Stock Issuance and Stockholder
Rights.  Common Stock certificates with respect to Common Stock
granted pursuant to an Award of Restricted Stock shall be issued, and/or Common
Stock shall be registered, at the time of grant of the Award of Restricted
Stock, subject to forfeiture if the Restricted Stock does not
vest.  Any Common Stock certificates shall bear an appropriate legend
with respect to the restrictions applicable to such Award of Restricted Stock
and the Grantee shall be required to deposit the certificates with the Company
during the period of any restriction thereon and to execute a blank stock power
or other instrument of transfer therefor.  Except as otherwise
provided herein or by the Board, during the period of restriction following
issuance of Restricted Stock certificates, the Grantee shall have all of the
rights of a holder of Common Stock, including but not limited to the rights to
receive dividends (or amounts equivalent to dividends) and to vote with respect
to the Restricted Stock.  The Board, in its discretion, may provide
that any dividends or distributions paid with respect to Common Stock subject to
the unvested portion of an Award of Restricted Stock will be held in escrow by
the Company subject to the same vesting and other restrictions and conditions of
forfeiture as the Restricted Stock to which such dividends or distributions
relate.




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8. Performance
Awards.




(a) In General.The Board, in its
discretion, may establish targets for Performance Measures for selected
participants and authorize the granting, vesting, payment and/or delivery of
Performance Awards in the form of Incentive Stock Options, Nonqualified Stock
Options, and/or Restricted Stock to such participants upon achievement of such
targets for Performance Measures during a Performance Period.  The
Board, in its discretion, shall determine the participants eligible for
Performance Awards, the targets for Performance Measures to be achieved during
each Performance Period, and the type, amount, and terms and conditions of any
Performance Awards.  Performance Awards may be granted either alone or
in addition to other Awards made under the Plan.




(b) Covered Employee Targets.In connection
with any Performance Awards granted to a Covered Employee which are intended to
meet the performance-based compensation exception under Code Section 162(m), the
Board shall (i) establish in the applicable Grant Agreement the specific targets
relative to the Performance Measures which must be attained before the
respective Performance Award is granted, vests (i.e. becomes exerciseable in the
case of an Option or the restrictions lapse without forfeiture in the case of
Restricted Stock), or is otherwise paid or delivered, (ii) provide in the
applicable Grant Agreement the method for computing the portion of the
Performance Award which shall be granted, vested, paid and/or delivered if the
target or targets are attained in full or part, and (iii) at the end of the
relevant Performance Period and prior to any such grant, vesting, payment or
delivery certify the extent to which the applicable target or targets were
achieved, whether any other material terms were in fact satisfied, to what
extent vesting requirements are satisfied and forfeiture and other restrictions
have lapsed as to any portion of the Award and to what extent Restricted Stock
is forfeited.  The specific targets and the method for computing the
portion of such Performance Award which shall be granted, vested, paid or
delivered to any Covered Employee shall be established by the Board prior to the
earlier to occur of (A) ninety (90) days after the commencement of the
Performance Period to which the Performance Measure applies and (B) the elapse
of twenty-five percent (25%) of the Performance Period and in any event while
the outcome is substantially uncertain.  In interpreting Plan
provisions applicable to Performance Measures and Performance Awards which are
intended to meet the performance-based compensation exception under Code Section
162(m), it is the intent of the Plan to conform with the standards of
Section 162(m) of the Code and Treasury Regulations Section 1.162-27(e),
and the Board in interpreting the Plan shall be guided by such
provisions.




(c)           Nonexclusive Provision.Notwithstanding this Section 8, the Board may authorize the granting,
vesting, payment and/or delivery of Performance Awards based on performance
criteria other than the Performance Criteria and performance periods other than
the Performance Periods to employees who are not Covered Employees or to Covered
Employees to the extent such Awards are not intended to meet the
performance-based compensation exception under Code Section 162(m) and in such
case waive the deadlines for establishing performance measures in the preceding
section.




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9. Covenants
of The Company.




(a) During the
terms of the Awards, the Company shall keep available at all times the number of
shares of stock required to satisfy such Awards.




(b) The
Company shall seek to obtain from each regulatory commission or agency having
jurisdiction over the Plan such authority as may be required to issue and sell
shares under Awards; provided, however, that this undertaking shall not require
the Company to register under the Securities Act of 1933, as amended (the
“Securities Act”) either the Plan, any Award or any stock issued or issuable
pursuant to any such Award.  If, after reasonable efforts, the Company
is unable to obtain from any such regulatory commission or agency the authority
which counsel for the Company deems necessary for the lawful issuance and sale
of stock under the Plan, the Company shall be relieved from any liability for
failure to issue and sell stock upon exercise of such Awards unless and until
such authority is obtained.




10. Use
of Proceeds From Stock.




Proceeds
from the sale of stock pursuant to the exercise of Options shall constitute
general funds of the Company.




11. Miscellaneous.




(a) Right of Board to Accelerate Vesting
or Lapse of Restrictions.The Board shall have the power to
accelerate the time at which an Option may first be exercised or the time during
which an Award or any part thereof will vest in the case of time-based vesting
or, in the case of a Performance Award, the lapse of vesting conditions and
other restrictions, notwithstanding the provisions in the Grant Agreement
stating the time at which it may first be exercised or the time during which it
will vest.




(b) No Stockholder Rights under
Options.Neither an Employee, Director nor a Consultant nor
any person to whom an Option is transferred in accordance with the Plan shall be
deemed to be the holder of, or to have any of the rights of a holder with
respect to, any shares subject to such Option unless and until such person has
satisfied all requirements for, and has exercised, the Option pursuant to its
terms.




(c) No Right to Continued
Employment.Nothing in the Plan or any instrument executed or
Award granted pursuant thereto shall confer upon any Employee, Consultant or
other holder of Awards any right to continue in the employ of the Company or any
Affiliate, or to continue serving as a Consultant and Director, or shall affect
the right of the Company or any Affiliate to terminate the employment of any
Employee with or without notice and with or without cause, the right to
terminate the relationship of any Consultant pursuant to the terms of such
Consultant’s agreement with the Company or Affiliate or service as a Director
pursuant to the Company’s By-Laws.




(d) Grantee
Representations.The Company may require any person to whom an
Award is granted, or any person to whom an Award is transferred in accordance
with the Plan, as a condition of exercising or acquiring stock under any Award,
(1) to give written assurances satisfactory to the Company as to such
person’s knowledge and experience in financial and business matters and/or to
employ a purchaser representative reasonably satisfactory to the Company who is
knowledgeable and experienced in financial and business matters, and that he or
she is capable of evaluating, alone or together with the purchaser
representative, the merits and risks of exercising the Award; and (2) to
give written assurances satisfactory to the Company stating that such person is
acquiring the stock subject to the Award for such person’s own account and not
with any present intention of selling or otherwise distributing the
stock.  The foregoing requirements, and any assurances given pursuant
to such requirements, shall be inoperative if (i) the shares issuable upon
the exercise or acquisition of stock under the Award have been registered under
a then currently effective registration statement under the Securities Act, or
(ii) as to any particular requirement, a determination is made by counsel
for the Company that such requirement need not be met in the circumstances under
the then applicable securities laws.  The Company may, upon advice of
counsel to the Company, place legends on stock certificates issued under the
Plan as such counsel deems necessary or appropriate in order to evidence
restrictions applicable to Restricted Stock or to comply with applicable
securities laws, including, but not limited to, legends restricting the transfer
of the stock.




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(e) Tax
Withholding.The Company may require, as a condition to the
grant of any Award under the Plan, vesting or exercise pursuant to such Award or
to the delivery of certificates for shares of Common Stock issued pursuant to
the Plan or a Grant Agreement, that the Grantee satisfy any applicable federal,
state or local tax withholding obligation in a manner specified by or reasonably
acceptable to Company.  To the extent provided by the terms of a Grant
Agreement, the Grantee may satisfy such tax withholding obligation by one or
more of the following means or by a combination of such means:  (i)
tendering a cash payment; (ii) delivering to the Company owned and unencumbered
shares of the Common Stock of the Company which have been held by the Grantee
for over six (6) months or (iii) the Company's withholding of compensation
payable to the Grantee including without limitation shares of Common Stock that
otherwise would be issued under the Award.  However, the Fair Market
Value of shares of Common Stock delivered and/or withheld for such purposes
shall not be in excess of the minimum amount of tax withholding required by
statute.




(f)           Section 409A.  The
Plan is intended to comply with Code Section 409A and shall be administered,
interpreted and construed in accordance with such intent.




12. Adjustments
Upon Changes In Stock.




(a) If any
change is made in the stock subject to the Plan, or subject to any Award,
without the receipt of consideration by the Company (through merger,
consolidation, reorganization, recapitalization, reincorporation, stock
dividend, dividend in property other than cash, stock split, reverse stock
split, liquidating dividend, combination of shares, exchange of shares, change
in corporate structure or other transaction not involving the receipt of
consideration by the Company), the Plan will be appropriately adjusted with
respect to the class(es) and maximum number of shares subject to the Plan and
the maximum number of shares subject to award to any person during any calendar
year, and the outstanding Awards will be appropriately adjusted in the class(es)
and number of shares and price per share of stock subject to such outstanding
Awards.  Such adjustments shall be made by the Board, the
determination of which shall be final, binding and conclusive.  (The
conversion of any convertible securities of the Company shall not be treated as
a “transaction not involving the receipt of consideration by the
Company.”)




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(b)           In
the event of a Change in Control, (i) any surviving or acquiring corporation
shall assume Awards outstanding under the Plan or shall substitute similar
Awards for those outstanding under the Plan, or (ii) in the event any surviving
or acquiring corporation refuses to assume such Awards or to substitute similar
Awards for those outstanding under the Plan, (A) with respect to Awards
held by persons then performing services as Employees, Directors or Consultants,
the vesting of such Awards and, in the case of Options, the time during which
such Awards may be exercised shall be accelerated prior to such event and, in
the case of Options, the Awards terminated if not exercised after such
acceleration and at or prior to such event, and (B) with respect to any
other Awards outstanding under the Plan, such Awards shall be terminated if not
vested and, in the case of Options, exercised prior to such event.




In
addition, with respect to any person who was providing services as an Employee,
Director or Consultant immediately prior to the consummation of the Change in
Control, any Awards held by such persons shall immediately become fully vested
and, in the case of Options, exercisable, and any repurchase right by the
Company with respect to shares acquired by such person under an Award shall
lapse, if such person’s Continuous Service is terminated other than for Cause
within twelve (12) months following consummation of the Change in
Control.




13. Amendment of The Plan and
Awards.




(a) The Board
at any time, and from time to time, may amend the Plan.  However,
except as provided in Section 12 relating to adjustments upon changes in stock,
no amendment shall be effective unless approved by the stockholders of the
Company to the extent stockholder approval is necessary for the Plan to satisfy
the requirements of Section 422 of the Code, Rule 16b-3 or any Nasdaq or
securities exchange listing requirements.




(b) The Board
may in its sole discretion submit any other amendment to the Plan for
stockholder approval, including, but not limited to, amendments to the Plan
intended to satisfy the requirements of Section 162(m) of the Code and the
regulations thereunder regarding the exclusion of performance-based compensation
from the limit on corporate deductibility of compensation paid to certain
executive officers.




(c) It is
expressly contemplated that the Board may amend the Plan in any respect the
Board deems necessary or advisable to provide eligible Employees, Directors or
Consultants with the maximum benefits provided or to be provided under the
provisions of the Code and the regulations promulgated thereunder relating to
Incentive Stock Options and/or to bring the Plan and/or Incentive Stock Options
granted under it into compliance therewith.




(d) Rights and
obligations under any Award granted before amendment of the Plan shall not be
impaired by any amendment of the Plan unless (i) the Company requests the
consent of the person to whom the Award was granted and (ii) such person
consents in writing.




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(e) The Board
at any time, and from time to time, may amend the terms of any one or more
Award; provided, however, that the rights and obligations under any Award shall
not be impaired by any such amendment unless (i) the Company requests the
consent of the person to whom the Award was granted and (ii) such person
consents in writing.




(f)Notwithstanding
Section 13(e) above or anything to the contrary in the Plan, the Board shall not
have the authority to modify Options granted under the Plan in a manner that
will have the effect of repricing the Options to a lower exercise price, or to
replace or regrant outstanding Options issued under the Plan through either
cancellation and reissuance of Options with a lower exercise price or
cancellation of Options and issuance of other Awards to the respective holders
in exchange for the cancelled Options except (i) in connection with a
change in capitalization pursuant to Section 12 or (ii) with
stockholder approval.




14. Termination
Or Suspension of The Plan.




(a) The Board
may suspend or terminate the Plan at any time.  Unless sooner
terminated, the Plan shall terminate on April 7, 2013.  No Awards may
be granted under the Plan while the Plan is suspended or after it is
terminated.




(b) Rights and
obligations under any Award granted while the Plan is in effect shall not be
impaired by suspension or termination of the Plan, except with the consent of
the person to whom the Award was granted.




15. Stockholder
Approval.




No Awards
shall be granted under the terms and conditions of the Plan, as amended and
restated by the Board on April 10, 2006, unless the amendment and restatement of
the Plan is approved by the stockholders of the Company during the 2006 annual
meeting of the stockholders of the Company.  In the absence of such
stockholder approval, the Plan shall remain in effect as it existed immediately
prior to such amendment and restatement.








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