SENTISEARCH,
INC.

     

    2010
STOCK INCENTIVE PLAN

     

    Section
1. Purposes; Definitions.

     

    The
purpose of the Sentisearch, Inc. 2010 Stock Incentive Plan is to enable
Sentisearch, Inc. to offer to those of its employees and to the employees of its
Subsidiaries and other persons who are expected to contribute to the success of
the Company, long term performance-based stock and/or other equity interests in
the Company, thereby enhancing their ability to attract, retain and reward such
key employees or other persons, and to increase the mutuality of interests
between those employees or other persons and the stockholders of Sentisearch,
Inc.

     

    For
purposes of the Plan, unless the context requires otherwise, the following terms
shall be defined as set forth below:

     

    (a)
“Award” means an award granted under the Plan including a Stock Option,
Restricted Stock, Deferred Stock, Stock Appreciation Right or Other Stock-Based
Award.

     

    (b)
“Board” means the Board of Directors of Sentisearch, Inc.

     

    (c)
“Cause” shall have the meaning ascribed thereto in Section 5(b)(ix)
below.

     

    (d)
“Change of Control” shall have the meaning ascribed thereto in Section 11
below.

     

    (e)
“Code” means the Internal Revenue Code of 1986, as amended from time to time and
any successor thereto.

     

    (f)
“Committee” means the Compensation Committee of the Board, if established, or
any other committee of the Board which the Board may designate, consisting of
two or more members of the Board each of whom shall meet the definition of an
“independent director” under the listing rules of any securities exchange or
national securities association on which the Stock is listed for
trading  and the requirements set forth in any other law, rule or
regulation applicable to the Plan hereinafter enacted, provided, however, that
(i) with respect to any Award that is intended to satisfy the requirements of
Rule 16b-3, such Award shall be granted and administered by a committee of the
Board consisting of at least such number of directors as are required from time
to time by Rule 16b-3, and each such committee member shall meet such
qualifications as are required by Rule 16b-3 and (ii) with respect to any Award
that is intended to satisfy the requirements of Section 162(m) of the Code, such
Award shall be granted and administered by a committee of the Board consisting
of at least such number of directors as are required from time to time by
Section 162(m) of the Code, and each such committee member shall meet such
qualifications as are required by Section 162(m) of the Code.

     

    (g)
“Company” means Sentisearch, Inc., a corporation organized under the laws of the
State of Delaware or any successor entity.


    
      
         


      

      
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    (h)
“Covered Employee” shall mean any employee of the Company or any of its
Subsidiaries who is deemed to be a “covered employee” within the meaning of
Section 162(m) of the Code.

     

    (i)
“Deferred Stock” means Stock to be received, under an award made pursuant to
Section 7 below, at the end of a specified deferral period.

     

    (j)
“Disability” means the permanent and total disability as defined in Section
22(e)(3) of the Code.

     

    (k)
“Early Retirement” means retirement, with the approval of the Board or the
Committee, for purposes of one or more Award(s) hereunder, from active
employment with the Company or any Parent or Subsidiary prior to age
65.

     

    (l)
“Exchange Act” means the Securities Exchange Act of 1934, as amended, as in
effect from time to time.

     

    (m) “Fair
Market Value”, unless otherwise required by any applicable provision of the Code
or any regulations issued thereunder, means, as of any given date: (i) if the
principal market for the Stock is a national securities exchange or the National
Association of Securities Dealers Automated Quotations System (“NASDAQ”), the
closing sales price of the Stock on such day as reported by such exchange or
market system, or on a consolidated tape reflecting transactions on such
exchange or market system, or (ii) if the principal market for the Stock is not
a national securities exchange and the Stock is not quoted on NASDAQ, the
arithmetic mean of the high and low prices of the Stock on the trading day of
the grant as reported or provided  by NASDAQ or the National Quotation
Bureau, Inc., provided that if clauses (i) and (ii) of this paragraph are both
inapplicable, or if no trades have been made or no quotes are available for such
day, the Fair Market Value of the Stock shall be determined in good faith by the
Board or the Committee, as the case may be, which determination shall be
conclusive as to the Fair Market Value of the Stock.

     

    (n) “409A
Change” shall mean (i) the acquisition by any one person, or more than one
person acting as a group, of Stock that, together with Stock held by such person
or group, constitutes more than fifty percent (50%) of the total fair market
value or total voting power of the Stock; (ii) (a) the acquisition by any one
person, or more than one person acting as a group (or the acquisition during the
12-month period ending on the date of the most recent acquisition by such person
or persons) of ownership of Stock possessing fifty percent (50%) or more of the
total voting power of the Stock; or (b) a majority of members of the Board is
replaced during any 12-month period by directors whose appointment or election
is not endorsed by a majority of the members of the Board prior to the date of
the appointment or election; or (iii) the acquisition by any one person or more
than one person acting as a group (or the acquisition during the 12-month period
ending on the date of the most recent acquisition by such person or persons) of
assets from the Company resulting in a Change of Control and, in any event, that
have a total gross fair market value equal to or more than forty percent (40%)
of the total gross fair market value of all of the assets of the Company
immediately prior to such acquisition or acquisitions. The foregoing definition
of “409A Change” shall be interpreted consistent with, and shall include all of
the requirements of, Section 409A of the Code and the Treasury regulations
issued thereunder, to constitute a change in the ownership or effective control
of the corporation, or in the ownership of a substantial portion of the assets
of the corporation as defined therein.


    
      
         


      

      
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    (o)
“Incentive Stock Option” means any Stock Option which is intended to be and is
designated as an “incentive stock option” within the meaning of Section 422 of
the Code, or any successor thereto. An Incentive Stock Option may only be
granted to an employee of the Company, a Parent or a Subsidiary as set forth in
Section 421 and 422 of the Code, as applicable.

     

    (p)
“Non-Qualified Stock Option” means any Stock Option that is not an Incentive
Stock Option.

     

    (q)
“Normal Retirement” means retirement from active employment with the Company or
any Subsidiary on or after age 65.

     

    (r)
“Other Stock-Based Award” means an award under Section 9 below that is valued in
whole or in part by reference to, or is otherwise based upon,
Stock.

     

    (s)
“Participant” shall mean any person who has received an award of an Option,
Restricted Stock, Deferred Stock, Stock Appreciation Right, or an Other
Stock-Based Award under the Plan.

     

    (t)
“Parent” means any present or future parent of the Company, as such term is
defined in Section 424(e) of the Code, or any successor thereto.

     

    (u)
“Plan” means this Sentisearch, Inc. 2010 Stock Incentive Plan, as hereinafter
amended from time to time.

     

    (v)
“Restricted Stock” means Stock, received under an award made pursuant to Section
6 below, that is subject to restrictions imposed pursuant to said Section
6.

     

    (w)
“Retirement” means Normal Retirement or Early Retirement.

     

    (x) “Rule
16b-3” means Rule 16b-3 of the General Rules and Regulations under the Exchange
Act, as in effect from time to time, and any successor thereto.

     

    (y)
“Securities Act” means the Securities Act of 1933, as amended, as in effect from
time to time.

     

     (z)
“Stock” means the common stock of the Company, $0.0001 par value per
share.

     

    (aa)
“Stock Option” or “Option” means any option to purchase shares of Stock which is
granted pursuant to the Plan.

     

    (bb)
“Subsidiary” means any present or future subsidiary corporation of the Company,
as such term is defined in Section 424(f) of the Code, or any successor
thereto.


    
      
         


      

      
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    (cc)
“Unforeseeable Emergency” means a severe financial hardship to the Participant
resulting from an illness or accident of the Participant, the Participant’s
spouse or a dependent (as defined in Section 152(a) of the Code) of the
Participant, loss of the Participant’s property due to casualty, or other
similar extraordinary and unforeseeable circumstances arising as a result of
events beyond the control of the Participant. The foregoing definition of
“Unforeseeable Emergency” shall be interpreted consistent with, and shall
include all of the requirements of, Code Section 409A and the treasury
regulations issued thereunder to constitute an “Unforeseeable Emergency” as
defined therein.

     

    Section
2. Administration.

     

    The Plan
shall be administered by the Board, or, at its discretion, the
Committee.

     

    The Board
or the Committee, as the case may be, shall have the authority to grant Awards
pursuant to the terms of the Plan, to officers and other employees or other
persons eligible under Section 4 below.

     

    For
purposes of illustration and not of limitation, the Board or the Committee, as
the case may be, shall have the authority (subject to the express provisions of
the Plan):

     

    (i)           to
select the officers, other employees of the Company or any Parent or Subsidiary
and other persons to whom Stock Options, Restricted Stock, Deferred Stock, Stock
Appreciation Rights, and/or Other Stock-Based Awards may be from time to time
granted hereunder;

     

    (ii)          to
determine the Incentive Stock Options, Non-Qualified Stock Options, Restricted
Stock, Deferred Stock, Stock Appreciation Rights, and/or Other Stock-Based
Awards, or any combination thereof, if any, to be granted hereunder to one or
more eligible persons;

     

    (iii)        to
determine the number of shares of Stock to be covered by each Award granted
hereunder;

     

    (iv)        to
determine the terms and conditions, not inconsistent with the terms of the Plan,
of any Award granted hereunder (including, but not limited to, share price, any
restrictions or limitations, and any vesting acceleration, exercisability and/or
forfeiture provisions); and

     

    (v)         to
determine the terms and conditions under which Awards granted hereunder are to
operate on a tandem basis and/or in conjunction with or apart from other awards
made by the Company or any Parent or Subsidiary outside of the
Plan.

     

    
      Subject
to Section 12 hereof, the Board or the Committee, as the case may be, shall have
the authority to (i) adopt, alter and repeal such administrative rules,
guidelines and practices governing the Plan as it shall, from time to time, deem
advisable, (ii) interpret the terms and provisions of the Plan and any Award
issued under the Plan (and to determine the form and substance of all agreements
relating thereto), and (iii) to otherwise supervise the administration of the
Plan.

    

     

    
      
         


      

      
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    Subject
to the express provisions of the Plan, all decisions made by the Board or the
Committee, as the case may be, pursuant to the provisions of the Plan shall be
made in the Board’s or the Committee's, as the case may be, sole and absolute
discretion and shall be final and binding upon all persons, including the
Company, its Parent and Subsidiaries and the Plan Participants.

     

    Subject
to the provisions of the Plan, the Board or the Committee, as the case may be,
may, in its sole discretion, from time to time delegate to the Chief Executive
Officer of the Company (the “CEO”) the authority, subject to such terms as the
Board or the Committee, as the case may be, to determine and designate from time
to time the employees or other persons to whom Awards may be granted and to
perform other specified functions under the Plan; provided, however, that the
CEO may not grant any Award to, or perform any function related to an Award to,
himself or any individual (i) then subject to Section 16 of the Exchange Act or
(ii) who is or, in the determination of the Board or the Committee, as the case
may be, may become a Covered Employee, and any such grant or function relating
to such individuals shall be performed solely by the Board or the Committee, as
the case may be, to ensure compliance with the applicable requirements of the
Exchange Act and the Code or (iii) where the grant or performance of such
function by the CEO will cause the Plan not to comply with any applicable
regulation of any securities exchange or automated quotation system where the
Stock is listed for trading.

     

    Any such
delegation of authority by the Board or the Committee, as the case may be, shall
be by a resolution adopted by the Board or the Committee, as the case may be,
and shall specify all of the terms and conditions of the delegation. The
resolution of the Board or the Committee, as the case may be, granting such
authority may authorize the CEO to grant Awards pursuant to the Plan and may set
forth the types of Awards that may be granted; provided, however, that the
resolution shall (i) specify the maximum number of shares of Stock that may be
awarded to any individual Plan participant and to all participants during a
specified period of time and (ii) specify the exercise price (or the method for
determining the exercise price) of an Award, the vesting schedule, and any other
terms, conditions, or restrictions that may be imposed by the Board or the
Committee, as the case may be, in its sole discretion. The resolution of the
Board or the Committee, as the case may be, shall also require the CEO to
provide the Board or the Committee, as the case may be, on at least a monthly
basis, a report that identifies the Awards granted, the Awards granted pursuant
to the delegated authority and, with respect to each Award: the name of the
participant, the date of grant of the award, the number of shares of Stock, the
exercise price and period, if any, and the vesting provisions of such Award, the
terms of such Awards, in all cases, being subject to the resolutions of the
Board or the Committee, as the case may be, granting such
authority.

     

    The Board
or the Committee, or the case may be, may also delegate to other officers of the
Company, pursuant to a written delegation, the authority to perform specified
functions under the Plan that are not inconsistent with Rule 16b-3 or other
rules or regulations applicable to the Plan. Any actions taken by any officers
of the Company pursuant to such written delegation of authority shall be deemed
to have been taken by the Board or the Committee, as the case may
be.

     

    Section
3. Stock Subject to Plan.

     

    The total
number of shares of Stock reserved and available for distribution under the Plan
shall be 2,000,000 shares. Such shares may consist, in whole or in part, of
authorized and unissued shares or treasury shares. The maximum number of shares
of Stock with respect to which Incentive Stock Options may be granted under the
Plan shall be 2,000,000 shares of Stock.


    
      
         


      

      
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    If any
shares of Stock that have been optioned cease to be subject to a Stock Option
award for any reason (other than by issuance of such shares upon exercise of a
Stock Option), or if any shares of Stock that are subject to any Restricted
Stock award, Deferred Stock award or Other Stock-Based award are forfeited or
any such award otherwise terminates without the issuance of such shares, such
shares shall again be available for distribution under the Plan. Without
limiting the foregoing, (i) any shares of Stock subject to an Award that remain
unissued upon the cancellation, surrender, exchange or termination of such Award
without having been exercised or settled, (ii) any shares of Stock subject to an
Award that are retained by the Company as payment of the exercise price or tax
withholding obligations with respect to an Award, (iii) any shares of Stock
equal to the number of previously owned shares of Stock surrendered to the
Company as payment of the exercise price of a Stock Option or to satisfy tax
withholding obligations with respect to an Award and (iv) any shares of Common
Stock equal to the excess of the number of shares of Common Stock subject to a
Stock Appreciation Right grant over the number of shares of Common Stock
delivered upon the exercise of Stock Appreciation Rights, shall again be
available for distribution under the Plan.

     

    In the
event of any merger, reorganization, consolidation, recapitalization, stock
dividend, stock split, extraordinary distribution with respect to the Stock or
other change in corporate structure affecting the Stock, such substitution or
adjustments shall be made in the (A) aggregate number of shares of Stock
reserved for issuance under the Plan, (B) number, kind and exercise price of
shares of Stock subject to outstanding Options and Stock Appreciation Rights
granted under the Plan, and (C) number, kind, purchase price and/or appreciation
base of shares of Stock subject to other outstanding Awards granted under the
Plan, as may be determined to be appropriate by the Board or the Committee, as
the case may be, in order to prevent dilution or enlargement of rights;
provided, however, that the number of shares of Stock subject to any Award shall
always be a whole number. Such adjusted exercise price shall also be used to
determine the amount which is payable to the optionee upon the exercise by the
Board or the Committee, as the case may be, of the alternative settlement right
which is set forth in Section 5(b)(xi) below.

     

    Subject
to the provisions of the immediately preceding paragraph, the maximum number of
shares of Stock with respect to which Options, Restricted Stock, Deferred Stock,
Stock Appreciation Rights or Other Stock-Based Awards may be granted or measured
to any Participant under the Plan during any calendar year or part thereof shall
not exceed 500,000 shares.

     

    Section
4. Eligibility.

     

    Officers
and other employees of the Company or any Parent or Subsidiary (but excluding
any person whose eligibility would adversely affect the compliance of the Plan
with the requirements of Rule 16b-3) who are at the time of the grant of an
Award under the Plan employed by the Company or any Parent or Subsidiary and who
are responsible for or contribute to the management, growth and/or profitability
of the business of the Company or any Parent or Subsidiary are eligible to be
granted Awards under the Plan. In addition, Non-Qualified Stock Options and
other awards (but not an Incentive Stock Option) may be granted under the Plan
to any person, including, but not limited to, directors, independent agents,
consultants and attorneys who the Board or the Committee, as the case may be,
believes has contributed or will contribute to the success of the Company.
Eligibility under the Plan shall be determined by the Board or the Committee, as
the case may be.


    
      
         


      

      
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    The Board
or the Committee, as the case may be, may, in its sole discretion, include
additional conditions and restrictions in the agreement entered into in
connection with such Awards under the Plan. The grant of an Option or other
award under the Plan, and any determination made in connection therewith, shall
be made on a case by case basis and can differ among optionees and grantees. The
grant of an Option or other award under the Plan is a privilege and not a right
and the determination of the Board or the Committee, as the case may be, can be
applied on a non-uniform (discretionary) basis.

     

    Section
5. Stock Options.

     

    (a) Grant
and Exercise. Stock Options granted under the Plan may be of two types: (i)
Incentive Stock Options and (ii) Non-Qualified Stock Options. Any Stock Option
granted under the Plan shall contain such terms as the Board or the Committee,
as the case may be, may from time to time approve. The Board or the Committee,
as the case may be, shall have the authority to grant to any optionee Incentive
Stock Options, Non-Qualified Stock Options, or both types of Stock Options, and
they may be granted alone or in addition to other awards granted under the Plan.
To the extent that any Stock Option is not designated as an Incentive Stock
Option or does not qualify as an Incentive Stock Option, it shall constitute a
Non-Qualified Stock Option. The grant of an Option shall be deemed to have
occurred on the date on which the Board or the Committee, as the case may be, by
resolution, designates an individual as a grantee thereof, and determines the
number of shares of Stock subject to, and the terms and conditions of, said
Option, including the exercise price.

     

    Anything
in the Plan to the contrary notwithstanding, no term of the Plan relating to
Incentive Stock Options or any agreement providing for Incentive Stock Options
shall be interpreted, amended or altered, nor shall any discretion or authority
granted under the Plan be exercised, so as to disqualify the Plan under Section
422 of the Code, or, without the consent of the optionee(s) affected, to
disqualify any Incentive Stock Option under said Section 422.

     

    (b) Terms
and Conditions. Stock Options granted under the Plan shall be subject to the
following terms and conditions:

     

    (i)           Option
Price. The option price per share of Stock purchasable under a Stock Option
shall be determined by the Board or the Committee, as the case may be, at the
time of the grant and shall not be less than 100% (110% in the case of an
Incentive Stock Option granted to an optionee who, at the time of grant, owns
Stock possessing more than 10% of the total combined voting power of all classes
of stock of the Company or its Parent, if any, or its Subsidiaries (“10%
Stockholder”)) of the Fair Market Value of the Stock at the time the Stock
Option is granted.


    
      
         


      

      
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    (ii)          Option
Term. The term of each Stock Option shall be fixed by the Board or the
Committee, as the case may be, but no Incentive Stock Option shall be
exercisable more than ten years (five years, in the case of an Incentive Stock
Option granted to a 10% Stockholder) after the date on which the Option is
granted.

     

    (iii)         Exercisability.
Stock Options shall be exercisable at such time or times and subject to such
terms and conditions as shall be determined by the Board or the Committee, as
the case may be. If the Board or the Committee, as the case may be, provides, in
its discretion, that any Stock Option is exercisable only in installments, the
Board or the Committee, as the case may be, may waive such installment exercise
provisions at any time at or after the time of grant in whole or in part, based
upon such factors as the Board or the Committee, as the case may be, shall
determine.

     

    (iv)        Method
of Exercise. Subject to whatever installment, exercise and waiting period
provisions are applicable in a particular case, Stock Options may be exercised
in whole or in part at any time during the option period by giving written
notice of exercise to the Company specifying the number of shares of Stock to be
purchased. Such notice shall be accompanied by payment in full of the exercise
price for the Stock Options exercised, which shall be in cash or, if provided in
the Stock Option agreement referred to in Section 5(b)(xii) below or otherwise
provided by the Board, or Committee, as the case may be, either at or after the
date of grant of the Stock Option, in whole shares of Stock which are already
owned by the holder of the Option or partly in cash and partly in such Stock.
Cash payments shall be made by wire transfer, certified or bank check or
personal check, in each case payable to the order of the Company; provided,
however, that the Company shall not be required to deliver certificates for
shares of Stock with respect to which an Option is exercised until the Company
has confirmed the receipt of good and available funds in payment of the purchase
price thereof. If permitted, payments of the exercise price and any tax required
to be withheld by the Company in the form of Stock (which shall be valued at the
Fair Market Value of a share of Stock on the date of exercise) shall be made by
delivery of stock certificates in negotiable form which are effective to
transfer good and valid title thereto to the Company, free of any liens or
encumbrances. In addition to the foregoing, payment of the exercise price may be
made by delivery to the Company by the optionee of an executed exercise form,
together with irrevocable instructions to a broker-dealer to sell or margin a
sufficient portion of the shares covered by the option and deliver the sale or
margin loan proceeds directly to the Company. Except as otherwise expressly
provided in the Plan or in the Stock Option agreement referred to in Section
5(b)(xii) below or otherwise provided by the Board or Committee, as the case may
be, either at or after the date of grant of the Option, no Option which is
granted to a person who is at the time of grant an employee of the Company or of
a Subsidiary or Parent of the Company may be exercised at any time unless the
holder thereof is then an employee of the Company or of a Parent or a
Subsidiary. The holder of an Option shall have none of the rights of a
stockholder with respect to the shares subject to the Option until the optionee
has given written notice of exercise, has paid in full for those shares of Stock
and, if requested by the Board or Committee, as the case may be, has given the
representation described in Section 14(a) below.


    
      
         


      

      
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    (v)         Transferability;
Exercisability. No Stock Option shall be transferable by the optionee other than
by will or by the laws of descent and distribution, except as may be otherwise
provided with respect to a Non-Qualified Option pursuant to the specific
provisions of the Stock Option agreement pursuant to which it was issued as
referred to in Section 5(b)(xii) below (which agreement may be amended, from
time to time). Except as otherwise provided in the Stock Option agreement
relating to a Non-Qualified Stock Option, all Stock Options shall be
exercisable, during the optionee's lifetime, only by the optionee or his or her
guardian or legal representative.

     

    (vi)        Termination
by Reason of Death. Subject to Section 5(b)(x) below, if an optionee's
employment by the Company or any Parent or Subsidiary terminates by reason of
death, any Stock Option held by such optionee may thereafter be exercised, to
the extent then exercisable or on such accelerated basis as the Board or
Committee, as the case may be, may determine at or after the time of grant, for
a period of one year (or such other period as the Board or the Committee, as the
case may be, may specify at or after the time of grant) from the date of death
or until the expiration of the stated term of such Stock Option, whichever
period is the shorter.

     

    (vii)       Termination
by Reason of Disability. Subject to Section 5(b)(x) below, if an optionee's
employment by the Company or any Parent or Subsidiary terminates by reason of
Disability, any Stock Option held by such optionee may thereafter be exercised
by the optionee, to the extent it was exercisable at the time of termination or
on such accelerated basis as the Board or the Committee, as the case may be, may
determine at or after the time of grant, for a period of one year (or such other
period as the Board or the Committee, as the case may be, may specify at or
after the time of grant) from the date of such termination of employment or
until the expiration of the stated term of such Stock Option, whichever period
is the shorter; provided, however, that if the optionee dies within such one
year period (or such other period as the Board or the Committee, as the case may
be, shall specify at or after the time of grant), any unexercised Stock Option
held by such optionee shall thereafter be exercisable to the extent to which it
was exercisable at the time of death for a period of one year from the date of
death or until the expiration of the stated term of such Stock Option, whichever
period is the shorter.

     

    (viii)      Termination
by Reason of Retirement. Subject to Section 5(b)(x) below, if an optionee's
employment by the Company or any Parent or Subsidiary terminates by reason of
Normal Retirement, any Stock Option held by such optionee may thereafter be
exercised by the optionee, to the extent it was exercisable at the time of
termination or on such accelerated basis as the Board or the Committee, as the
case may be, may determine at or after the time of grant, for a period of one
year (or such other period as the Board or the Committee, as the case may be,
may specify at or after the time of grant) from the date of such termination of
employment or the expiration of the stated term of such Stock Option, whichever
period is the shorter; provided, however, that if the optionee dies within such
one year period (or such other period as the Board or the Committee, as the case
may be, shall specify at or after the date of grant), any unexercised Stock
Option held by such optionee shall thereafter be exercisable to the extent to
which it was exercisable at the time of death for a period of one year from the
date of death or until the expiration of the stated term of such Stock Option,
whichever period is the shorter. If an optionee's employment with the Company or
any Parent or Subsidiary terminates by reason of Early Retirement, the Stock
Option shall thereupon terminate; provided, however, that if the Board or the
Committee, as the case may be, so approves at the time of Early Retirement, any
Stock Option held by the optionee may thereafter be exercised by the optionee as
provided above in connection with termination of employment by reason of Normal
Retirement.


    
      
         


      

      
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    (ix)         Other
Termination. Subject to the provisions of Section 14(h) below, and unless
otherwise determined by the Board or Committee, as the case may be, at or after
the time of grant, if an optionee's employment by the Company or any Parent or
Subsidiary terminates for any reason other than death, Disability or Retirement,
the Stock Option shall thereupon automatically terminate, except that if the
optionee is involuntarily terminated by the Company or any Parent or a
Subsidiary without Cause (as hereinafter defined), such Stock Option may be
exercised for a period of three months (or such other period as the Board or the
Committee, as the case may be, shall specify at or after the time of grant) from
the date of such termination or until the expiration of the stated term of such
Stock Option, whichever period is shorter. For purposes of the Plan, “Cause”
shall mean (1) the conviction of the optionee of a felony under Federal law or
the law of the state in which such action occurred, (2) dishonesty by the
optionee in the course of fulfilling his or her employment duties, or (3) the
failure on the part of the optionee to perform his or her employment duties in
any material respect. In addition, with respect to an option granted to an
employee of the Company, a Parent or a Subsidiary, for purposes of the Plan,
“Cause” shall also include any definition of “Cause” contained in any employment
agreement between the optionee and the Company, Parent or Subsidiary, as the
case may be.

     

    (x)          Additional
Incentive Stock Option Limitation. In the case of an Incentive Stock Option, the
aggregate Fair Market Value of Stock (determined at the time of grant of the
Option) with respect to which Incentive Stock Options are exercisable for the
first time by any optionee during any calendar year (under all such plans of
optionee's employer corporation and its Parent and Subsidiaries) shall not
exceed $100,000.

     

    (xi)         Alternative
Settlement of Option. If provided for, upon the receipt of written notice of
exercise or otherwise provided for by the Board or Committee, as the case may
be, either at or after the time of grant of the Stock Option, the Board or the
Committee, as the case may be, may elect to settle all or part of any Stock
Option by paying to the optionee an amount, in cash or Stock (valued at Fair
Market Value on the date of exercise), equal to the product of the excess of the
Fair Market Value of one share of Stock, on the date of exercise over the Option
exercise price, multiplied by the number of shares of Stock with respect to
which the optionee proposes to exercise the Option. Any such settlements which
relate to Options which are held by optionees who are subject to Section 16(b)
of the Exchange Act shall comply with any “window period” provisions of Rule
16b-3, to the extent applicable, and with such other conditions as the Board or
Committee, as the case may be, may impose.

     

    (xii)        Stock
Option Agreement. Each grant of a Stock Option shall be confirmed by, and shall
be subject to the terms of, an agreement executed by the Company and the
Participant.

     

    Section
6. Restricted Stock.

     

    (a) Grant
and Exercise. Shares of Restricted Stock may be issued either alone or in
addition to or in tandem with other awards granted under the Plan. The Board or
the Committee, as the case may be, shall determine the eligible persons to whom,
and the time or times at which, grants of Restricted Stock will be made, the
number of shares to be awarded, the price (if any) to be paid by the recipient,
the time or times within which such Awards may be subject to forfeiture (the
“Restriction Period”), the vesting schedule and rights to acceleration thereof,
and all other terms and conditions of the Awards. The Board or the Committee, as
the case may be, may condition the grant of Restricted Stock upon the attainment
of such factors as the Board or the Committee, as the case may be, may
determine.


    
      
         


      

      
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    (b) Terms
and Conditions. Each Restricted Stock award shall be subject to the following
terms and conditions:

     

    (i)           Restricted
Stock, when issued, shall be represented by a stock certificate or certificates
registered in the name of the holder to whom such Restricted Stock shall have
been awarded. During the Restriction Period, any certificates representing the
Restricted Stock and any securities constituting Retained Distributions (as
defined below) shall bear a restrictive legend to the effect that ownership of
the Restricted Stock (and such Retained Distributions), and the enjoyment of all
rights related thereto, are subject to the restrictions, terms and conditions
provided in the Plan and the Restricted Stock agreement referred to in Section
6(b)(iv) below. Any such certificates shall be deposited by the holder with the
Company, together with stock powers or other instruments of assignment, endorsed
in blank, which will permit transfer to the Company of all or any portion of the
Restricted Stock and any securities constituting Retained Distributions that
shall be forfeited or that shall not become vested in accordance with the Plan
and the applicable Restricted Stock agreement.

     

    (ii)          Restricted
Stock shall constitute issued and outstanding shares of Common Stock for all
corporate purposes, and the issuance thereof shall be made for at least the
minimum consideration (if any) necessary to permit the shares of Restricted
Stock to be deemed to be fully paid and nonassessable. Unless the Board or the
Committee, as the case may be, determines otherwise, the holder will have the
right to vote such Restricted Stock, to receive and retain all regular cash
dividends and other cash equivalent distributions as the Board or the Committee,
as the case may be, may, in its sole discretion designate, pay or distribute on
such Restricted Stock and to exercise all other rights, powers and privileges of
a holder of Stock with respect to such Restricted Stock, with the exceptions
that (A) the holder will not be entitled to delivery of the stock certificate or
certificates representing such Restricted Stock until the Restriction Period
shall have expired and unless all other vesting requirements with respect
thereto shall have been fulfilled; (B) the Company will retain custody of the
stock certificate or certificates representing the Restricted Stock during the
Restriction Period; (C) other than regular cash dividends and other cash
equivalent distributions as the Board or the Committee, as the case may be, may
in its sole discretion designate, pay or distribute, the Company will retain
custody of all distributions (“Retained Distributions”) made or declared with
respect to the Restricted Stock (and such Retained Distributions will be subject
to the same restrictions, terms and conditions as are applicable to the
Restricted Stock) until such time, if ever, as the Restricted Stock with respect
to which such Retained Distributions shall have been made, paid or declared
shall have become vested and with respect to which the Restriction Period shall
have expired; (D) the holder may not sell, assign, transfer, pledge, exchange,
encumber or dispose of the Restricted Stock or any Retained Distributions during
the Restriction Period; and (E) a breach of any of the restrictions, terms or
conditions contained in the Plan or the Restricted Stock agreement referred to
in Section 6(b)(iv) below, or otherwise established by the Board or the
Committee, as the case may be, with respect to any Restricted Stock or Retained
Distributions will cause a forfeiture of such Restricted Stock and any Retained
Distributions with respect thereto.


    
      
         


      

      
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    (iii)         Upon
the expiration of the Restriction Period with respect to each award of
Restricted Stock and the satisfaction of any other applicable restrictions,
terms and conditions (A) all or part of such Restricted Stock shall become
vested in accordance with the terms of the Restricted Stock agreement referred
to in Section 6(b)(iv) below, and (B) any Retained Distributions with respect to
such Restricted Stock shall become vested to the extent that the Restricted
Stock related thereto shall have become vested. Any such Restricted Stock and
Retained Distributions that do not vest shall be forfeited to the Company and
the holder shall not thereafter have any rights with respect to such Restricted
Stock and Retained Distributions that shall have been so forfeited.

     

    (iv)        Each
Restricted Stock award shall be confirmed by, and shall be subject to the terms
of, an agreement executed by the Company and the Participant.

     

    Section
7. Deferred Stock.

     

    (a) Grant
and Exercise. Deferred Stock may be awarded either alone or in addition to or in
tandem with other awards granted under the Plan. The Board or the Committee, as
the case may be, shall determine the eligible persons to whom and the time or
times at which Deferred Stock shall be awarded, the number of shares of Deferred
Stock to be awarded to any person, the duration of the period (the “Deferral
Period”) during which, and the conditions under which, receipt of the Deferred
Stock will be deferred, and all the other terms and conditions of the awards.
The Board or the Committee, as the case may be, may condition the grant of the
Deferred Stock upon the attainment of such factors or criteria as the Board or
the Committee, as the case may be, shall determine.

     

    (b) Terms
and Conditions. Each Deferred Stock award shall be subject to the following
terms and conditions:

     

    (i)           Subject
to the provisions of the Plan and Deferred Stock agreement referred to in
Section 7(b)(viii) below, Deferred Stock awards may not be sold, assigned,
transferred, pledged or otherwise encumbered during the Deferral Period. At the
expiration of the Deferral Period (or the Additional Deferral Period referred to
in Section 7(b)(vii) below, where applicable), share certificates shall be
delivered to the Participant, or his legal representative, in a number equal to
the shares of Stock covered by the Deferred Stock award.

     

    (ii)          As
determined by the Board or the Committee, as the case may be, at the time of
award, amounts equal to any dividends declared during the Deferral Period (or
the Additional Deferral Period referred to in Section 7(b)(vii) below, where
applicable) with respect to the number of shares covered by a Deferred Stock
award may be paid to the Participant currently or deferred and deemed to be
reinvested in additional Deferred Stock.

     

    (iii)         Subject
to the provisions of the Deferred Stock agreement referred to in Section
7(b)(viii) below and this Section 7 and Section 14(h) below, upon termination of
a Participant's employment with the Company or any Parent or Subsidiary for any
reason during the Deferral Period (or the Additional Deferral Period referred to
in Section 7(b)(vii) below, where applicable) for a given award, the Deferred
Stock in question will vest or be forfeited in accordance with the terms and
conditions established by the Board or the Committee, as the case may be, at the
time of grant.

     


    
      
         


      

      
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    (iv)        The
Board or the Committee, as the case may be, may, after grant, accelerate the
vesting of all or any part of any Deferred Stock award.

     

    (v)         In
the event of an Unforeseeable Emergency of a Participant whose employment with
the Company or any Parent or Subsidiary is involuntarily terminated (other than
for Cause), the Board or the Committee, as the case may be, may, at the request
of the Participant, waive in whole or in part any or all of the remaining
deferral limitations imposed hereunder or pursuant to the Deferred Stock
agreement referred to in Section 7(b)(viii) below with respect to any or all of
the Participant's Deferred Stock.

     

    (vi)        In
the event of the Participant's Retirement, Disability or death, or in cases of
an Unforeseeable Emergency, the Board or the Committee, as the case may be, may
waive in whole or in part any or all of the limitations imposed hereunder (if
any) with respect to any or all of a Deferred Stock award.

     

    (vii)       Subject
to the requirements of Section 409A of the Code and the treasury regulations
issued thereunder and the Board’s or the Committee’s, as the case may be,
adoption of procedures, a Participant may defer the receipt of an Award (or an
installment of an Award) for an additional specified period or until a specified
event as permitted under Section 409(A) of the Code (the “Additional Deferral
Period”).

     

    (viii)      Each
Deferred Stock award shall be confirmed by, and shall be subject to the terms
of, an agreement executed by the Company and the Participant.

     

    Section
8. Stock Appreciation Rights.

     

    The Board
or the Committee, as the case may be, is authorized to grant Stock Appreciation
Rights and shall, in its sole discretion, determine such the eligible persons,
who will receive Stock Appreciation Rights and the number of shares of Common
Stock with respect to each Stock Appreciation Right. A “Stock Appreciation
Right” shall mean a right to receive a payment in cash, Common Stock or a
combination thereof, in an amount equal to the excess of (x) the Fair Market
Value, of a specified number of shares of Common Stock on the date the Stock
Appreciation Right is exercised over (y) the Fair Market Value of such shares of
Common Stock on the date the Stock Appreciation Right is granted, all as
determined by the Board or the Committee, as the case may be. Each Stock
Appreciation Right shall be subject to such terms and conditions consistent with
the Plan as shall be determined by the Board or the Committee, as the case may
be, and as set forth in the Award agreement. At the time of grant of a Stock
Appreciation Right, the Board or the Committee, as the case may be, may impose
such restrictions on or conditions to the exercisability of the Stock
Appreciation Right as the Board or the Committee, as the case may be, in the
Board’s or the Committee’s, as the case may be, absolute discretion, deems
appropriate, including, but not limited to, achievement of performance goals
based on one or more business criteria. The term of a Stock Appreciation Right
shall not exceed ten years from the date of grant.


    
      
         


      

      
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    Section
9. Other Stock-Based Awards.

     

    (a) Grant
and Exercise. Other Stock-Based Awards, which may include performance shares and
shares valued by reference to the performance of the Company or any Parent or
Subsidiary, may be granted either alone or in addition to or in tandem with
Stock Options, Restricted Stock or Deferred Stock. The Board or the Committee,
as the case may be, shall determine the eligible persons to whom, and the time
or times at which, such awards shall be made, the number of shares of Stock to
be awarded pursuant to such awards, and all other terms and conditions of the
awards. The Board or the Committee, as the case may be, may also provide for the
grant of Stock under such awards upon the completion of a specified performance
period.

     

     (b)
Terms and Conditions. Each Other Stock-Based Award shall be subject to the
following terms and conditions:

     

    (i)           Shares
of Stock subject to an Other Stock-Based Award may not be sold, assigned,
transferred, pledged or otherwise encumbered prior to the date on which the
shares are issued, or, if later, the date on which any applicable restriction or
period of deferral lapses.

     

    (ii)          The
recipient of an Other Stock-Based Award shall be entitled to receive, currently
or on a deferred basis, dividends or dividend equivalents with respect to the
number of shares covered by the award, as determined by the Board or the
Committee, as the case may be, at the time of the award. The Board or the
Committee, as the case may be, may provide that such amounts (if any) shall be
deemed to have been reinvested in additional Stock.

     

    (iii)         Any
Other Stock-Based Award and any Stock covered by any Other Stock-Based Award
shall vest or be forfeited to the extent so provided in the award agreement
referred to in Section 9(b)(v) below, as determined by the Board or the
Committee, as the case may be.

     

    (iv)        In
the event of the Participant's Retirement, Disability or death, or in cases of
an Unforeseeable Emergency, the Board or the Committee, as the case may be, may
waive in whole or in part any or all of the limitations imposed hereunder (if
any) with respect to any or all of an Other Stock-Based Award.

     

    (v)         Each
Other Stock-Based Award shall be confirmed by, and shall be subject to the terms
of, an agreement executed by the Company and by the Participant.

     

    Section
10. Performance-Based Awards.

     

    (a) In
General. All Options and Stock Appreciation Rights and certain Restricted Stock
awards, Deferred Stock awards, and Other Stock-Based Awards granted under the
Plan, and the compensation attributable to such awards, are intended to (i)
qualify as Performance-Based Awards (as defined in the next sentence) or (ii) be
otherwise exempt from the deduction limitation imposed by Section 162(m) of the
Code. Certain Awards granted under the Plan may be granted in a manner such that
Awards qualify as “performance-based compensation” (as such term is used in
Section 162(m) of the Code and the regulations thereunder) and thus be exempt
from the deduction limitation imposed by Section 162(m) of the Code
(“Performance-Based Awards”). Awards may only qualify as Performance-Based
Awards if they are granted by the Committee at a time when the Committee is
comprised solely of two or more “outside directors” (as such term is used in
Section 162(m) of the Code and the regulations thereunder) (“Qualifying
Committee”).


    
      
         


      

      
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    (b)
Options and Stock Appreciation Rights. Stock Options and Stock Appreciation
Rights granted under the Plan with an exercise price at or above the Fair Market
Value of Common Stock on the date of grant are intended to qualify as
Performance-Based Awards.

     

    (c) Other
Performance-Based Awards. Restricted Stock awards, Deferred Stock awards, and
Other Stock-Based Awards granted under the Plan may qualify as Performance-Based
Awards if, as determined by a Qualifying Committee, in its discretion, either
the granting of such award is subject to the achievement of a performance target
or targets based on one or more of the performance measures specified in Section
10(d) below. With respect to such awards intended to qualify as
Performance-Based Awards:

     

    (1) the Qualifying Committee shall
establish in writing (x) the objective performance-based goals applicable to a
given period and (y) the individual employees or class of employees to which
such performance-based goals apply no later than 90 days after the commencement
of such period (but in no event after 25 percent of such period has
elapsed);

     

    (2) no Performance-Based Awards shall
be payable to or vest with respect to, as the case may be, any Participant for a
given period until the Qualifying Committee certifies in writing that the
objective performance goals (and any other material terms) applicable to such
period have been satisfied; and

     

     (3) after the establishment of a
performance goal, the Qualifying Committee shall not revise such performance
goal or increase the amount of compensation payable thereunder (as determined in
accordance with Section 162(m) of the Code) upon the attainment of such
performance goal.

     

    (d)
Performance Measures. The Qualifying Committee may use the following performance
measures (either individually or in any combination) to set performance targets
with respect to awards intended to qualify as Performance-Based Awards: revenue;
pretax income before allocation of corporate overhead and bonus; budget;
earnings per share; net income; division, group or corporate financial goals;
return on stockholders’ equity; return on assets; return on net assets; return
on investment capital; gross margin return on investment; gross margin dollars
or percent; payroll as a percentage of revenues; inventory shrink; employee
turnover; sales, general and administrative expense; attainment of strategic and
operational initiatives; appreciation in and/or maintenance of the price of
Common Stock or any other publicly-traded securities of the Company, if any;
market share; gross profits; earnings before interest and taxes; earnings before
interest, taxes, depreciation and amortization; economic value-added models;
comparisons with various stock market indices; achievement of technological or
product development milestones; and/or reductions in costs. The foregoing
criteria shall have any reasonable definitions that the Qualifying Committee may
specify, which may include or exclude any or all of the following items as the
Qualifying Committee may specify: extraordinary, unusual or non-recurring items;
effects of accounting changes; effects of financing activities; expenses for
restructuring or productivity initiatives; other non-operating items; spending
for acquisitions; effects of divestitures; and effects of litigation activities
and settlements. Any such performance criterion or combination of such criteria
may apply to the Participant’s award opportunity in its entirety or to any
designated portion or portions of the award opportunity, as the Qualifying
Committee may specify.


    
      
         


      

      
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    Section
11. Change of Control Provisions.

     

    (a) A
“Change of Control” shall be deemed to have occurred on the tenth day
after:

     

    (i)           any
individual, corporation or other entity or group (as defined in Section 13(d)(3)
of the Exchange Act), becomes, directly or indirectly, the beneficial owner (as
defined in the General Rules and Regulations of the Securities and Exchange
Commission with respect to Sections 13(d) and 13(g) of the Exchange Act) of more
than 50% of the then outstanding shares of the Company's capital stock entitled
to vote generally in the election of directors of the Company; or

     

    (ii)          the
commencement of, or the first public announcement of the intention of any
individual, firm, corporation or other entity or of any group (as defined in
Section 13(d)(3) of the Exchange Act) to commence, a tender or exchange offer
subject to Section 14(d)(1) of the Exchange Act for any class of the Company's
capital stock; or

     

    (iii)         the
stockholders of the Company approve (A) a definitive agreement for the merger or
other business combination of the Company with or into another corporation
pursuant to which the stockholders of the Company do not own, immediately after
the transaction, more than 50% of the voting power of the corporation that
survives, or (B) a definitive agreement for the sale, exchange or other
disposition of all or substantially all of the assets of the Company, or (C) any
plan or proposal for the liquidation or dissolution of the Company; provided,
however, that a “Change of Control” shall not be deemed to have taken place if
beneficial ownership is acquired (A) directly from the Company, other than an
acquisition by virtue of the exercise or conversion of another security unless
the security so converted or exercised was itself acquired directly from the
Company, or (B) by, or a tender or exchange offer is commenced or announced by,
the Company, any profit-sharing, employee ownership or other employee benefit
plan of the Company; or any trustee of or fiduciary with respect to any such
plan when acting in such capacity.

     

    (b) In
the event of a “Change of Control” as defined in Section 11(a) above, Awards
granted under the Plan will be subject to the following provisions, unless the
provisions of this Section 11 are suspended or terminated by an affirmative vote
of a majority of the Board prior to the occurrence of such a “Change of
Control”:

     

    (i)           all
outstanding Stock Options and Stock Appreciation Rights which have been
outstanding for at least one year shall become exercisable in full, whether or
not otherwise exercisable at such time, and any such Stock Option and Stock
Appreciation Rights shall remain exercisable in full thereafter until it expires
pursuant to its terms; and


    
      
         


      

      
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    (ii)          all
restrictions and deferral limitations contained in Restricted Stock awards,
Deferred Stock awards and Other Stock-Based Awards granted under the Plan shall
lapse and the shares of stock subject to such awards shall be distributed to the
Participant within thirty (30) days of the “Change of Control.” Notwithstanding
the foregoing to the contrary, all restrictions and deferral limitations with
respect to an Award to which Section 409A of the Code applies shall not lapse
and no distribution made under this Section 11(b) unless the “Change of Control”
qualifies as a 409A Change and such lapse and distribution does not cause
adverse tax consequences under Section 409A of the Code.

     

    Section
12. Amendments and Termination.

     

    The Board
may at any time, and from time to time, amend any of the provisions of the Plan,
and may at any time suspend or terminate the Plan. The Board or the Committee,
as the case may be, may amend the terms of any Stock Option or other award
theretofore granted under the Plan; provided, however, that subject to Section 3
above, no such amendment may be made by the Board or the Committee, as the case
may be, which in any material respect impairs the rights of the Participant
without the Participant's consent, except for such amendments which are made to
cause the Plan to qualify for the exemption provided by Rule 16b-3. Moreover, no
Stock Option previously granted under the Plan may be amended to reduce the
exercise price of the Stock Option.

     

    Section
13. Unfunded Status of Plan.

     

    The Plan
is intended to constitute an “unfunded” plan for incentive and deferred
compensation. With respect to any payments not yet made to a Participant or
optionee by the Company, nothing contained herein shall give any such
Participant or optionee any rights that are greater than those of a creditor of
the Company.

     

    Section
14. General Provisions.

     

    (a) The
Board or the Committee, as the case may be, may require each person acquiring
shares of Stock pursuant to an Option, Restricted Stock, Deferred Stock, Stock
Appreciation Right, Other Stock-Based Award, or other award under the Plan to
represent to and agree with the Company in writing, among other things, that the
optionee or Participant is acquiring the shares for investment without a view to
distribution thereof.

     

    (b) All
certificates for shares of Stock delivered under the Plan shall be subject to
such stop transfer orders and other restrictions as the Board or the Committee,
as the case may be, may deem to be advisable under the rules, regulations, and
other requirements of the Securities and Exchange Commission, any stock exchange
or association upon which the Stock is then listed or traded, any applicable
Federal or state securities law, and any applicable corporate law, and the Board
or the Committee, as the case may be, may cause a legend or legends to be put on
any such certificates to make appropriate reference to such
restrictions.

     

    (c)
Nothing contained in the Plan shall prevent the Board from adopting such other
or additional incentive arrangements as it may deem desirable, including, but
not limited to, the granting of stock options and the awarding of stock and cash
otherwise than under the Plan; and such arrangements may be either generally
applicable or applicable only in specific cases.


    
      
         


      

      
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    (d)
Nothing contained in the Plan or in any award hereunder shall be deemed to
confer upon any employee of the Company or any Parent or Subsidiary any right to
continued employment with the Company or any Parent or Subsidiary, nor shall it
interfere in any way with the right of the Company or any Parent or Subsidiary
to terminate the employment of any of its employees at any time.

     

    (e) No
later than the date as of which an amount first becomes includable in the gross
income of the Participant for Federal income tax purposes with respect to any
Option, Restricted Stock, Deferred Stock, Stock Appreciation Right, Other
Stock-Based Award, or other award under the Plan, the Participant shall pay to
the Company, or make arrangements satisfactory to the Board or the Committee, as
the case may be, regarding the payment of, any Federal, state and local taxes of
any kind required by law to be withheld or paid with respect to such amount. If
permitted by the Board or the Committee, as the case may be, tax withholding or
payment obligations may be settled with Stock, including Stock that is part of
the award that gives rise to the withholding requirement. The obligations of the
Company under the Plan shall be conditional upon such payment or arrangements,
and the Company or the Participant's employer (if not 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 Participant from the Company or any
Parent or Subsidiary.

     

    (f) The
Plan and all awards made and actions taken thereunder shall be governed by and
construed in accordance with the laws of the State of Delaware (without regard
to choice of law provisions).

     

    (g) Any
Stock Option, Restricted Stock, Deferred Stock or Stock Appreciation Right,
Other Stock-Based Award, granted or other award made under the Plan shall not be
deemed compensation for purposes of computing benefits under any retirement plan
of the Company or any Parent or Subsidiary and shall not affect any benefits
under any other benefit plan now or subsequently in effect under which the
availability or amount of benefits is related to the level of compensation
(unless required by specific reference in any such other plan to awards under
the Plan).

     

    (h)
Subject to the requirements of Section 409A of the Code if applicable, a leave
of absence, unless otherwise determined by the Board or the Committee, as the
case may be, prior to the commencement thereof, shall not be considered a
termination of employment. Any Stock Option, Restricted Stock, Deferred Stock or
Stock Appreciation Right, other Stock-Based Award,  granted or other
awards made under the Plan shall not be affected by any change of employment, so
long as the holder continues to be an employee of the Company or any Parent or
Subsidiary.

     

    (i)
Except as otherwise expressly provided in the Plan or in any Stock Option
agreement, Stock Appreciation Right, Restricted Stock agreement, Deferred Stock
agreement or any Other Stock-Based Award agreement, no right or benefit under
the Plan may be alienated, sold, assigned, hypothecated, pledged, exchanged,
transferred, encumbranced or charged, and any attempt to alienate, sell, assign,
hypothecate, pledge, exchange, transfer, encumber or charge the same shall be
void. No right or benefit hereunder shall in any manner be subject to the debts,
contracts or liabilities of the person entitled to such
benefit.


    
      
         


      

      
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    (j) The
obligations of the Company with respect to all Stock Options, Stock Appreciation
Rights and Restricted Stock, Deferred Stock, Other Stock-Based Awards and other
awards under the Plan shall be subject to (A) all applicable laws, rules and
regulations, and such approvals by any governmental agencies as may be required,
including, without limitation, the effectiveness of a registration statement
under the Securities Act, and (B) the rules and regulations of any securities
exchange or association on which the Stock may be listed or traded.

     

    (k) If
any of the terms or provisions of the Plan conflicts with the requirements of
Rule 16b-3 as in effect from time to time, or with the requirements of any other
applicable law, rule or regulation, and with respect to Incentive Stock Options,
Section 422 of the Code, then such terms or provisions shall be deemed
inoperative to the extent they so conflict with the requirements of said Rule
16b-3, and with respect to Incentive Stock Options, Section 422 of the Code.
With respect to Incentive Stock Options, if the Plan does not contain any
provision required to be included herein under Section 422 of the Code, such
provision shall be deemed to be incorporated herein with the same force and
effect as if such provision had been set out at length herein.

     

    (l) The
Board or the Committee, as the case may be, may terminate any Stock Option,
Restricted Stock, Deferred Stock, Stock Appreciation Rights, Other Stock-Based
Awards or other award made under the Plan if a written agreement relating
thereto is not executed and returned to the Company within 30 days after such
agreement has been delivered to the optionee or Participant for his or her
execution.

     

    (m) The
grant of awards pursuant to the Plan shall not in any way effect the right or
power of the Company to make reclassifications, reorganizations or other changes
of or to its capital or business structure or to merge, consolidate, liquidate,
sell or otherwise dispose of all or any part of its business or
assets.

     

    Section
15. Effective Date of Plan.

     

    The Plan
shall be effective as of September 8, 2010.

     

    Section
16. Term of Plan.

     

    No Stock
Option, Restricted Stock award, Deferred Stock award, Stock Appreciation Right
or Other Stock-Based Award shall be granted pursuant to the Plan after the tenth
anniversary of the effective date of the Plan, but awards granted on or prior to
such tenth anniversary may extend beyond that date.

     

    Section
17. Section 409A of the Code Compliance.

     

    (a)
Awards under the Plan are intended either to be exempt from the rules of Section
409A of the Code or to satisfy those rules and shall be construed accordingly.
If intended to satisfy the applicable requirements of Section 409A of the Code,
an Award and the Plan, as applicable, shall be performed and interpreted
consistent with such intent. If the Board or the Committee, as the case may be,
determines in good faith that any provision of this Plan does not satisfy such
requirements or could cause any person to recognize additional taxes, penalties
or interest under Section 409A of the Code, the Board or the Committee, as the
case may be, is empowered to modify, to the extent practicable, the original
intent of the applicable provision without violation of Section 409A of the
Code. In addition, notwithstanding any provision contained herein to the
contrary, the Board or the Committee, as the case may be, shall have broad
authority to amend or to modify the Plan, without advance notice to or consent
by any person, to the extent necessary or desirable to ensure compliance with
Section 409A of the Code. However, the Company shall not be liable to any
Participant or other holder of an Award with respect to any Award-related
adverse tax consequences arising under Section 409A of the Code or other
provision of the Code.


    
      
         


      

      
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    (b) If
any provision of the Plan or an Award agreement contravenes any regulations or
treasury guidance promulgated under Section 409A of the Code or could cause an
Award to be subject to the interest and penalties under Section 409A of the
Code, such provision of the Plan or Award shall be deemed automatically modified
to maintain, to the maximum extent practicable, the original intent of the
applicable provision without violating the provisions of Section 409A of the
Code and the Board or the Committee, as the case may be, in its reasonable
discretion, may take such actions as it determines to avoid contravention of
Section 409A of the Code. Moreover, any discretionary authority that the Board
or the Committee, as the case may be, may have pursuant to the Plan shall not be
applicable to an Award that is subject to Section 409A of the Code to the extent
such discretionary authority will contravene Section 409A of the Code or the
treasury regulations or guidance promulgated thereunder.

     

    (c)
Notwithstanding any provisions of this Plan or any Award granted hereunder to
the contrary, no acceleration shall occur with respect to any Award to the
extent such acceleration would cause the Plan or an Award granted hereunder to
fail to comply with Section 409A of the Code.

     

    (d)
Notwithstanding any provisions of this Plan or any applicable Award agreement to
the contrary, no payment shall be made with respect to any Award granted under
this Plan to a “specified employee” (as such term is defined for purposes of
Section 409A of the Code) prior to the first date that is at least six months
after the employee’s separation of service to the extent such six-month delay in
payment is required to comply with Section 409A of the Code. To the extent
required to comply with Section 409A of the Code, a termination of employment
shall not be deemed to have occurred for purposes of any payment or distribution
upon or following a termination of employment unless such termination is also a
“separation from service” within the meaning of Section 409A of the Code and
accordingly, a reference to termination of employment, termination of service or
like terms shall mean a “separation from service” as the context may
require.

     

    (e) The
Board or the Committee, as the case may be, may adopt rules and procedures
subject to the requirements of Section 409A of the Code to permit a Participant
to defer the receipt of any of the cash or Stock to be received pursuant to an
Award.

     

    (f) In
the case of an Award providing for the payment of deferred compensation subject
to Section 409A of the Code, any payment of such deferred compensation by reason
of a “change of control” shall be made only if the “change of control” is (1)
one described in Section 11 and (2) one described in a 409A Change, and shall be
paid consistent with the requirements of Section 409A of the Code. If any
deferred compensation that would otherwise be payable by reason of a “change of
control” cannot be paid by reason of the immediately preceding sentence, it
shall be paid as soon as practicable thereafter consistent with the requirements
of Section 409A of the Code, as determined by the Board or the Committee, as the
case may be.


    
      
         


      

      
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