EXHIBIT 4.2


2007 Long Term Equity
Incentive Plan
(as Amended on April 11, 2014) 

1. Purposes of
the Plan 

          The purposes of the Plan are to (a) promote the
long-term success of the Company and its Subsidiaries and to increase
stockholder value by providing Eligible Individuals with incentives to
contribute to the long-term growth and profitability of the Company by offering
them an opportunity to obtain a proprietary interest in the Company through the
grant of equity-based awards and (b) assist the Company in attracting, retaining
and motivating highly qualified individuals who are in a position to make
significant contributions to the Company and its Subsidiaries. 

          Upon the
Effective Date, no further Awards will be granted under the Prior Plans.


2. Definitions
and Rules of Construction 

          Section
1.01 Definitions. For purposes
of the Plan, the following capitalized words shall have the meanings set forth
below: 

     “Award” means an Option, Restricted Stock, Restricted Stock Unit, Stock
Appreciation Right, Performance Stock, Performance Unit or Other Award granted
by the Committee pursuant to the terms of the Plan. 

     “Award Document” means an agreement, certificate or other type or
form of document or documentation approved by the Committee that sets forth the
terms and conditions of an Award. An Award Document may be in written,
electronic or other media, may be limited to a notation on the books and records
of the Company and, unless the Committee requires otherwise, need not be signed
by a representative of the Company or a Participant. 

     “Beneficial Owner” and “Beneficially Owned”
have the meaning set forth in Rule 13d-3 under the Exchange Act. 

     “Board” means the Board
of Directors of the Company, as constituted from time to time. 

     “Change of Control”
means: 

     (i) Any Person becomes the
Beneficial Owner, directly or indirectly, of securities of the Company
representing thirty-five percent (35%) or more of the combined
voting power of the Company’s then outstanding securities; or 

     (ii) The following individuals cease for any
reason to constitute a majority of the number of directors then serving:
individuals who, on the Effective Date, constitute the Board and any new
director (other than a director whose initial assumption of office is in
connection with an actual or threatened election contest, including, but not
limited to, a consent solicitation, relating to the election of directors of the
Company) whose appointment or election by the Board or nomination for election
by the Company’s stockholders was approved or recommended by a vote of at least
a majority of the directors then still in office who either were directors on
the Effective Date or whose appointment, election or nomination for election was
previously so approved or recommended; or 

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     (iii) There is consummated a merger or
consolidation of the Company or any Subsidiary with any other corporation, other
than (A) a merger or consolidation which would result in the voting securities
of the Company outstanding immediately prior to such merger or consolidation
continuing to represent (either by remaining outstanding or by being converted
into voting securities of the surviving entity or any parent thereof), in
combination with the ownership of any trustee or other fiduciary holding
securities under an employee benefit plan of the Company or any Subsidiary of
the Company, more than fifty percent (50%) of the combined voting power of the
securities of the Company or such surviving entity or any parent thereof
outstanding immediately after such merger or consolidation, or (B) a merger or
consolidation effected to implement a recapitalization of the Company (or
similar transaction) in which no Person is or becomes the Beneficial Owner,
directly or indirectly, of securities of the Company representing thirty-five
percent (35%) or more of the combined voting power of the
Company’s then outstanding securities; or 

     (iv) The stockholders of the Company approve a
plan of complete liquidation or dissolution of the Company or there is
consummated an agreement for the sale or disposition by the company of all or
substantially all of the Company’s assets, other than a sale or disposition by
the Company of all or substantially all of the Company’s assets to an entity,
more than fifty percent (50%) of the combined voting power of the voting
securities of which are owned by stockholders of the Company in substantially
the same proportions as their ownership of the Company immediately prior to such
sale. 

         
Notwithstanding the foregoing, with respect to an Award that is subject
to Section 409A of the Code and the payment or settlement of the Award will
accelerate upon a Change of Control, no event set forth herein will constitute a
Change of Control for purposes of the Plan or any Award Document unless such
event also constitutes a “change in ownership,” “change in effective control,”
or “change in the ownership of a substantial portion of the Company’s assets” as
defined under Section 409A of the Code. 

     “Code” means the Internal Revenue Code of 1986, as amended, and the applicable
rulings and regulations promulgated thereunder. 

     “Committee” means the
Compensation Committee of the Board, any successor committee thereto or any
other committee appointed from time to time by the Board to administer the Plan,
which committee shall meet the requirements of Section 162(m) of the Code,
Section 16(b) of the Exchange Act and the applicable rules of the NASDAQ;
provided, however, that, if any
Committee member is found not to have met the qualification requirements of
Section 162(m) of the Code and Section 16(b) of the Exchange Act, any actions
taken or Awards granted by the Committee shall not be invalidated by such
failure to so qualify. 

     “Common Stock” means
the common stock of the Company, par value $0.01 per share, or such other class
of share or other securities as may be applicable under Section 13 of the Plan.


     “Company” means
Photronics, Inc., a Connecticut corporation, or any successor to all or
substantially all of the Company's business that adopts the Plan. 

     “EBITDA” means earnings
before interest, taxes, depreciation and amortization. 

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     “Effective Date” means
the date on which the Plan is adopted by the Board and approved by the
Shareholders of the Company. 

     “Eligible Individuals”
means the individuals described in Section Section 1.09 of the Plan who are
eligible for Awards under the Plan. 

     “Exchange Act” means
the Securities Exchange Act of 1934, as amended, and the rules and regulations
promulgated thereunder. 

     “Fair Market Value”
means, with respect to a share of Common Stock, the fair market value on the
date of valuation of such Award as determined by the Compensation Committee;
provided, however, that with respect to an incentive stock option issued to a
10% or more shareholder, Fair Market Value shall mean 110% of the fair market
value or such other percentage as may be permitted by the Code and regulations
promulgated thereunder.

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

     “NASDAQ” means the
NASDAQ Stock Market, Inc. 

     “Non-Employee Director”
means any member of the Board who is not an officer or employee of the Company
or any Subsidiary. 

     “Nonqualified Stock Option” means an Option that is not intended to comply with the requirements of
Section 422 of the Code or any successor provision thereto. 

     “Option” means an
Incentive Stock Option or Nonqualified Stock Option granted pursuant to Section
7 of the Plan. 

     “Other Award” means any
form of Award other than an Option, Restricted Stock, Restricted Stock Unit or
Stock Appreciation Right granted pursuant to Section 11 of the Plan. 

     “Participant” means an
Eligible Individual who has been granted an Award under the Plan. 

     “Performance Period”
means the period established by the Committee and set forth in the applicable
Award Document over which Performance Targets are measured. 

     “Performance Stock”
means a Target Number of Shares granted pursuant to Section 10Section 1.32 of
the Plan. 

     “Performance Target”
means the performance measures established by the Committee, from among the
performance criteria provided in Section 6(g), and set forth in the applicable
Award Document. 

     “Performance Unit”
means a right to receive a Target Number of Shares or cash in the future granted
pursuant to Section 10Section 1.33 of the Plan. 

     “Permitted Transferees”
means (i) a Participant’s family member, (ii) one or more trusts established in
whole or in part for the benefit of one or more of such family members, (iii)
one or more entities which are beneficially owned in whole or in part by one or
more such family members, or (iv) a charitable or not-for-profit organization.


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     “Person” means any
person, entity or "group" within the meaning of Section 13(d)(3) or Section
14(d)(2) of the Exchange Act, except that such term shall not include (i) the
Company or any of its Subsidiaries, (ii) a trustee or other fiduciary holding
securities under an employee benefit plan of the Company, (iii) an underwriter
temporarily holding securities pursuant to an offering of such securities, (iv)
a corporation owned, directly or indirectly, by the stockholders of the Company
in substantially the same proportions as their ownership of stock of the
Company, or (v) a person or group as used in Rule 13d-1(b) under the Exchange
Act. 

     “Plan” means this 2007
Long Term Equity Incentive Plan, as amended or restated from time to time.


     “Plan Limit” means the
maximum aggregate number of Shares that may be issued for all purposes under the
Plan as set forth in Section Section
1.11 of the Plan. 

     “Prior Plan” means the
1996 Stock Option Plan, the 1998 Stock Option Plan, and the 2000 Stock Plan, as
amended from time to time.


     “Restricted Stock”
means one or more Shares granted or sold pursuant to Section Section 1.28 of the Plan. 

     “Restricted Stock Unit” means a right to receive one or more Shares (or
cash, if applicable) in the future granted pursuant to Section Section 1.29 of the Plan. 

     “Shares” means shares
of Common Stock, as may be adjusted pursuant to Section 13(b). 

     “Stock Appreciation Right” means a right to receive all or some portion of the appreciation on
Shares granted pursuant to Section 9 of the Plan. 

     “Subsidiary” means (i)
a corporation or other entity with respect to which the Company, directly or
indirectly, has the power, whether through the ownership of voting securities,
by contract or otherwise, to elect at least a majority of the members of such
corporation’s board of directors or analogous governing body, or (ii) any other
corporation or other entity in which the Company, directly or indirectly, has an
equity or similar interest and which the Committee designates as a Subsidiary
for purposes of the Plan. For purposes of determining eligibility for the grant
of Incentive Stock Options under the Plan, the term “Subsidiary” shall be
defined in the manner required by Section 424(f) of the Code. 

     “Substitute Award”
means any Award granted upon assumption of, or in substitution or exchange for,
outstanding employee equity awards previously granted by a company or other
entity acquired by the Company or with which the Company combines pursuant to
the terms of an equity compensation plan that was approved by the stockholders
of such company or other entity. 

     “Target Number” means
the target number of Shares or cash value established by the Committee and set
forth in the applicable Award Document. 

          Section 1.02
Rules of
Construction. The masculine
pronoun shall be deemed to include the feminine pronoun, and the singular form
of a word shall be deemed to include the plural form, unless the context
requires otherwise. Unless the text indicates otherwise, references to sections
are to sections of the Plan. 

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3. Administration 

          Section 1.03
Committee. The Plan shall be administered by the Committee,
which shall have full power and authority, subject to the express provisions
hereof, to: 

     (a)
select the Participants from the
Eligible Individuals; 

     (b)
grant Awards in accordance with the
Plan; 

     (c)
determine the number of Shares
subject to each Award or the cash amount payable in connection with an Award;


     (d)
determine the terms and conditions of
each Award, including, without limitation, those related to term, permissible
methods of exercise, vesting, cancellation, payment, settlement, exercisability,
Performance Periods, Performance Targets, and the effect, if any, of a
Participant’s termination of employment with the Company or any of its
Subsidiaries or, subject to Section
Section 1.17, a Change of Control of
the Company; 

     (e)
subject to Sections 16 and Section 1.43 of the Plan, amend the terms and conditions of an
Award after the granting thereof; 

     (f)
specify and approve the provisions of
the Award Documents delivered to Participants in connection with their Awards;


     (g)
construe and interpret any Award
Document delivered under the Plan;

     (h)
make factual determinations in
connection with the administration or interpretation of the Plan; 

     (i)
adopt, prescribe, amend, waive and
rescind administrative regulations, rules and procedures relating to the Plan;


     (j)
employ such legal counsel,
independent auditors and consultants as it deems desirable for the
administration of the Plan and to rely upon any advice, opinion or computation
received therefrom; 

     (k)
vary the terms of Awards to take
account of tax and securities law and other regulatory requirements or to
procure favorable tax treatment for Participants;

     (l)
correct any defects, supply any
omission or reconcile any inconsistency in any Award Document or the Plan; and


     (m)
make all other determinations and
take any other action desirable or necessary to interpret, construe or implement
properly the provisions of the Plan or any Award Document. 

          Section
1.04 Plan Construction and Interpretation. The Committee shall have full power and
authority, subject to the express provisions hereof, to construe and interpret
the Plan. 

          Section
1.05 Determinations of Committee Final and Binding. All determinations by the Committee in carrying
out and administering the Plan and in construing and interpreting the Plan shall
be made in the Committee’s sole discretion and shall be final, binding and
conclusive for all purposes and upon all persons interested herein. 

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          Section 1.06
Delegation of
Authority. To the extent not
prohibited by applicable laws, rules and regulations, the Committee may, from
time to time, delegate some or all of its authority under the Plan to a
subcommittee or subcommittees thereof or other persons or groups of persons as
it deems necessary, appropriate or advisable under such conditions or
limitations as it may set at the time of such delegation or thereafter;
provided, however, that the
Committee may not delegate its authority (i) to make Awards to employees (A) who
are subject on the date of the Award to the reporting rules under Section 16(a)
of the Exchange Act, (B) whose compensation for such fiscal year may be subject
to the limit on deductible compensation pursuant to Section 162(m) of the Code
or (C) who are officers of the Company who are delegated authority by the
Committee hereunder, or (ii) pursuant to Section 16 of the Plan. For purposes of
the Plan, reference to the Committee shall be deemed to refer to any
subcommittee, subcommittees, or other persons or groups of persons to whom the
Committee delegates authority pursuant to this Section 3Section 1.06.


          Section
1.07 Liability of Committee.
Subject to applicable laws, rules and regulations: (i) no member of the Board or
Committee (or its delegates) shall be liable for any good faith action or
determination made in connection with the operation, administration or
interpretation of the Plan and (ii) the members of the Board or the Committee
(and its delegates) shall be entitled to indemnification and reimbursement in
the manner provided in the Company’s Certificate of Incorporation as it may be
amended from time to time. In the performance of its responsibilities with
respect to the Plan, the Committee shall be entitled to rely upon information
and/or advice furnished by the Company’s officers or employees, the Company’s
accountants, the Company’s counsel and any other party the Committee deems
necessary, and no member of the Committee shall be liable for any action taken
or not taken in reliance upon any such information and/or advice. 

          Section
1.08 Action by the Board.
Anything in the Plan to the contrary notwithstanding, subject to applicable
laws, rules and regulations, any authority or responsibility that, under the
terms of the Plan, may be exercised by the Committee may alternatively be
exercised by the Board.

4. Eligibility


          Section
1.09 Eligible Individuals.
Awards may be granted to officers, employees, directors, Non-Employee Directors,
consultants, advisors and independent contractors of the Company or any of its
Subsidiaries or joint ventures, partnerships or business organizations in which
the Company or its Subsidiaries have an equity interest; provided, however, that only employees of the Company or Subsidiary
may be granted Incentive Stock Options. The Committee shall have the authority
to select the persons to whom Awards may be granted and to determine the type,
number and terms of Awards to be granted to each such Participant. Under the
Plan, references to “employment” or “employed” include the engagement of
Participants who are consultants, advisors and independent contractors of the
Company or its Subsidiaries and the service of Participants who are Non-Employee
Directors, except for purposes of determining eligibility to be granted
Incentive Stock Options. 

          Section
1.10 Grants to Participants.
The Committee shall have no obligation to grant any Eligible Individual an Award
or to designate an Eligible Individual as a Participant solely by reason of such
Eligible Individual having received a prior Award or having been previously
designated as a Participant. The Committee may grant more than one Award to a
Participant and may designate an Eligible Individual as a Participant for
overlapping periods of time. 

5. Shares
Subject to the Plan 

          Section
1.11 Plan Limit. Subject to
adjustment in accordance with Section 13 of the Plan, the maximum aggregate
number of Shares that may be issued for all purposes under the Plan shall be
nine million (9,000,000) plus any Shares that are available for issuance under
the Prior Plans or that become available for issuance upon cancellation or
expiration of awards granted under the Prior Plans without having been exercised
or settled. Shares to be issued under the Plan may be authorized and unissued
shares, issued shares that have been reacquired by the Company (in the
open-market or in private transactions) and that are being held in treasury, or
a combination thereof. All of the Shares subject to the Plan Limit may be issued
pursuant to Incentive Stock Options. 

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          Section 1.12
Rules Applicable to Determining
Shares Available for Issuance.
The number of Shares remaining available for issuance will be reduced by the
number of Shares subject to outstanding Awards and, for Awards that are not
denominated by Shares, by the number of Shares actually delivered upon
settlement or payment of the Award. For purposes of determining the number of
Shares that remain available for issuance under the Plan, (i) the number of
Shares that are tendered by a Participant or withheld by the Company to pay the
exercise price of an Award or to satisfy the Participant’s tax withholding
obligations in connection with the exercise or settlement of an Award and (ii)
all of the Shares covered by a stock-settled Stock Appreciation Right to the
extent exercised, will not be added back to the Plan Limit. In addition, for
purposes of determining the number of Shares that remain available for issuance
under the Plan, the number of Shares corresponding to Awards under the Plan that
are forfeited or cancelled or otherwise expire for any reason without having
been exercised or settled or that is settled through issuance of consideration
other than Shares (including, without limitation, cash) shall be added back to
the Plan Limit and again be available for the grant of Awards; provided, however, that this provision shall not be applicable with
respect to (i) the cancellation of a Stock Appreciation Right granted in tandem
with an Option upon the exercise of the Option or (ii) the cancellation of an
Option granted in tandem with a Stock Appreciation Right upon the exercise of
the Stock Appreciation. 

          Section
1.13 Special Limits. Anything
to the contrary in Section 5Section 1.11 above notwithstanding, but subject to
adjustment under Section 13 of the Plan, the following special limits shall
apply to Shares available for Awards under the Plan: 

     (a)
the maximum number of Shares that may
be issued pursuant to awards of Restricted Stock, Restricted Stock Units,
Performance Stock, Performance Units and Other Awards that are payable in Shares
granted under the Plan shall equal one million (1,000,000) of the Shares in the
aggregate;

     (b)
the maximum amount of Awards (other
than those Awards set forth in Section 5Section 1.13) that may be awarded to any
Eligible Individual in any calendar year is fifteen percent of the Shares
measured as of the date of grant (with respect to Awards denominated in Shares).


          (22) Any
Shares underlying Substitute Awards shall not be counted against the number of
Shares remaining for issuance and shall not be subject to Section 5(c).


6. Awards in
General 

          Section
1.14 Types of Awards. Awards
under the Plan may consist of Options, Restricted Stock, Restricted Stock Units,
Stock Appreciation Rights, Performance Stock, Performance Units and Other
Awards. Any Award described in Sections 7 through 11 of the Plan may be granted
singly or in combination or tandem with any other Award, as the Committee may
determine. Awards under the Plan may be made in combination with, in replacement
of, or as alternatives to awards or rights under any other compensation or
benefit plan of the Company, including the plan of any acquired entity.


          Section
1.15 Terms Set Forth in Award Document. The terms and conditions of each Award shall be set forth in an Award
Document in a form approved by the Committee for such Award, which Award
Document shall contain terms and conditions not inconsistent with the Plan.
Notwithstanding the foregoing, and subject to applicable laws, the Committee may
accelerate (i) the vesting or payment of any Award, (ii) the lapse of
restrictions on any Award or (iii) the date on which any Award first becomes
exercisable. The terms of Awards may vary among Participants, and the Plan does
not impose upon the Committee any requirement to make Awards subject to uniform
terms. Accordingly, the terms of individual Award Documents may vary.

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          Section 1.16
Termination of
Employment. The Committee shall
specify at or after the time of grant of an Award the provisions governing the
disposition of an Award in the event of a Participant’s termination of
employment with the Company or any of its Subsidiaries. Subject to applicable
laws, rules and regulations, in connection with a Participant’s termination of
employment, the Committee shall have the discretion to accelerate the vesting,
exercisability or settlement of, eliminate the restrictions and conditions
applicable to, or extend the post-termination exercise period of an outstanding
Award. Such provisions may be specified in the applicable Award Document or
determined at a subsequent time. 

          Section
1.17 Change of Control. (23)
The Committee shall have full authority to determine the effect, if any, of a
Change of Control of the Company or any Subsidiary on
the vesting, exercisability, settlement, payment or lapse of restrictions
applicable to an Award, which effect may be specified in the applicable Award
Document or determined at a subsequent time. Subject to applicable laws, rules
and regulations, the Board or the Committee shall, at any time prior to,
coincident with or after the effective time of a Change of Control, take such
actions as it may consider appropriate, including, without limitation: (A)
providing for the acceleration of any vesting conditions relating to the
exercise or settlement of an Award or that an Award shall terminate or expire
unless exercised or settled in full on or before a date fixed by the Committee;
(B) making such adjustments to the Awards then outstanding as the Committee
deems appropriate to reflect such Change of Control; (C) causing the Awards then
outstanding to be assumed, or new rights substituted therefor, by the surviving
corporation in such Change of Control; or (D) permit or require Participants to
surrender outstanding Options and Stock Appreciation Rights in exchange for a
cash payment, if any, equal to the difference between the highest price paid for
a Share in the Change of Control transaction and the Exercise Price of the
Award. In addition, except as otherwise specified in an Award Document (or a
Participant’s written employment agreement with the Company or any Subsidiary):


     (i) any and all Options and Stock
Appreciation Rights outstanding as of the effective date of the Change of
Control shall become immediately exercisable, and shall remain exercisable until
the earlier of the expiration of their initial term or the second
(2nd) anniversary of the Participant's termination of employment with
the Company;

     (ii) any restrictions imposed on
Restricted Stock and Restricted Stock Units outstanding as of the effective date
of the Change of Control shall lapse; 

     (iii) the Performance Targets with
respect to all Performance Units, Performance Stock and other performance-based
Awards granted pursuant to Sections 6(g) or 10 outstanding as of the effective
date of the Change of Control shall be deemed to have been attained at the
specified target level of performance; and

     (iv) the vesting of all Awards
denominated in Shares outstanding as of the effective date of the Change in
Control shall be accelerated. 

         
(b) Subject to applicable laws, rules and regulations, the Committee may
provide, in an Award Document or subsequent to the grant of an Award for the
accelerated vesting, exercisability and/or the deemed attainment of a
Performance Target with respect to an Award upon specified events similar to a
Change of Control.

         
(c) Notwithstanding any other provision of the Plan or any Award Document,
the provisions of this Section 6(d) may not be terminated, amended, or modified
upon or after a Change of Control in a manner that would adversely affect a
Participant’s rights with respect to an outstanding Award without the prior
written consent of the Participant. Subject to Section 16, the Board, upon
recommendation of the Committee, may terminate, amend or modify this Section
6(d) at any time and from time to time prior to a Change of Control.

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          Section 1.18
Dividends and Dividend
Equivalents. The Committee may
provide Participants with the right to receive dividends or payments equivalent
to dividends or interest with respect to an outstanding Award, which payments
can either be paid currently or deemed to have been reinvested in Shares, and
can be made in Shares, cash or a combination thereof, as the Committee shall
determine; provided, however, that the terms of any reinvestment of dividends must comply with all
applicable laws, rules and regulations, including, without limitation, Section
409A of the Code. Notwithstanding the foregoing, no dividends or dividend
equivalents shall be paid with respect to Options or Stock Appreciation Rights.


          Section
1.19 Rights of a Stockholder. A
Participant shall have no rights as a stockholder with respect to Shares covered
by an Award (including voting rights) until the date the Participant or his
nominee becomes the holder of record of such Shares. No adjustment shall be made
for dividends or other rights for which the record date is prior to such date,
except as provided in Section 13. 

          Section
1.20 Performance-Based Awards.
(i) The Committee may determine whether any Award under the Plan is intended to
be “performance-based compensation” as that term is used in Section 162(m) of
the Code. Any such Awards designated to be “performance-based compensation”
shall be conditioned on the achievement of one or more Performance Targets to
the extent required by Section 162(m) of the Code and will be subject to all
other conditions and requirements of Section 162(m). The Performance Targets
will be comprised of specified levels of one or more of the following
performance criteria as the Committee deems appropriate: net income; cash flow
or cash flow on investment; pre-tax or post-tax profit levels or earnings;
operating earnings; return on investment; earned value added expense reduction
levels; free cash flow; free cash flow per share; earnings per share; net
earnings per share; return on assets; return on net assets; return on equity;
return on capital; return on sales; growth in managed assets; operating margin;
total stockholder return or stock price appreciation; EBITDA; adjusted EBITDA;
revenue; revenue before deferral, in each case determined in accordance with
generally accepted accounting principles (subject to modifications approved by
the Committee) consistently applied on a business unit, divisional, subsidiary
or consolidated basis or any combination thereof. The Performance Targets may be
described in terms of objectives that are related to the individual Participant
or objectives that are Company-wide or related to a Subsidiary, division,
department, region, function or business unit and may be measured on an absolute
or cumulative basis or on the basis of percentage of improvement over time, and
may be measured in terms of Company performance (or performance of the
applicable Subsidiary, division, department, region, function or business unit)
or measured relative to selected peer companies or a market index. In addition,
for Awards not intended to qualify as “performance-based compensation” under
Section 162(m) of the Code, the Committee may establish Performance Targets
based on other criteria as it deems appropriate. 

          (ii) The
Participants will be designated, and the applicable Performance Targets will be
established, by the Committee within ninety (90) days following the commencement
of the applicable Performance Period (or such earlier or later date permitted or
required by Section 162(m) of the Code). Each Participant will be assigned a
Target Number payable if Performance Targets are achieved. Any payment of an
Award granted with Performance Targets shall be conditioned on the written
certification of the Committee in each case that the Performance Targets and any
other material conditions were satisfied. The Committee may determine, at the
time of Award grant, that if performance exceeds the specified Performance
Targets, the Award may be settled with payment greater than the Target Number,
but in no event may such payment exceed the limits set forth in Section 5(c).
The Committee retains the right to reduce any Award notwithstanding the
attainment of the Performance Targets.

          Section
1.21 Deferrals. In accordance
with the procedures authorized by, and subject to the approval of, the
Committee, Participants may be given the opportunity to defer the payment or
settlement of an Award to one or more dates selected by the Participant;
provided, however, that the terms of
any deferrals must comply with all applicable laws, rules and regulations,
including, without limitation, Section 409A of the Code. No deferral opportunity
shall exist with respect to an Award unless explicitly permitted by the
Committee on or after the time of grant.

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          Section 1.22 Repricing of Options and
Stock Appreciation Rights.
Notwithstanding anything in the Plan to the contrary, an Option or Stock
Appreciation Right shall not be granted in substitution for a previously granted
Option or Stock Appreciation Right being canceled or surrendered as a condition
of receiving a new Award, if the new Award would have a lower exercise price
than the Award it replaces, nor shall the exercise price of an Option or Stock
Appreciation Right be reduced once the Option or Stock Appreciation Right is
granted. The foregoing shall not (i) prevent adjustments pursuant to Section 13
or (ii) apply to grants of Substitute Awards. 

7. Terms and Conditions of Options 

          Section
1.23 General. The Committee, in its discretion, may grant Options to Eligible
Individuals and shall determine whether such Options shall be Incentive Stock
Options or Nonqualified Stock Options. Each Option shall be evidenced by an
Award Document that shall expressly identify the Option as an Incentive Stock
Option or Nonqualified Stock Option, and be in such form and contain such
provisions as the Committee shall from time to time deem appropriate.

          Section
1.24 Exercise Price. The exercise price of an Option shall be fixed
by the Committee at the time of grant or shall be determined by a method
specified by the Committee at the time of grant. In no event shall the exercise
price of an Option be less than one hundred percent (100%) of the Fair Market
Value of a Share on the date of grant; provided, however that the exercise price of a Substitute Award granted as an Option shall
be determined in accordance with Section 409A of the Code and may be less than
one hundred percent (100%) of the Fair Market Value. 

          Section
1.25 Term. An Option shall be effective for such term as shall be determined by
the Committee and as set forth in the Award Document relating to such Option,
and the Committee may extend the term of an Option after the time of grant;
provided, however, that the term of
an Option may in no event extend beyond the tenth (10th) anniversary
of the date of grant of such Option.

          Section
1.26 Exercise; Payment of Exercise
Price. Options shall be exercised
by delivery of a notice of exercise in a form approved by the Company. Subject
to the provisions of the applicable Award Document, the exercise price of an
Option may be paid (i) in cash or cash equivalents, (ii) by actual delivery or
attestation to ownership of freely transferable Shares already owned by the
person exercising the Option, (iii) by a combination of cash and Shares equal in
value to the exercise price, (iv) through net share settlement or similar
procedure involving the withholding of Shares subject to the Option with a value
equal to the exercise price or (v) by such other means as the Committee may
authorize. In accordance with the rules and procedures authorized by the
Committee for this purpose, the Option may also be exercised through a “cashless
exercise” procedure authorized by the Committee from time to time that permits
Participants to exercise Options by delivering irrevocable instructions to a
broker to deliver promptly to the Company the amount of sale or loan proceeds
necessary to pay the exercise price and the amount of any required tax or other
withholding obligations or such other procedures determined by the Company from
time to time. 

          Section 1.27 Incentive Stock Options.
The exercise price per Share of an Incentive Stock Option shall be fixed by the
Committee at the time of grant or shall be determined by a method specified by
the Committee at the time of grant, but in no event shall the exercise price of
an Incentive Stock Option be less than one hundred percent (100%) of the Fair
Market Value of a Share on the date of grant. No Incentive Stock Option may be
issued pursuant to the Plan to any individual who, at the time the Incentive
Stock Option is granted, owns stock possessing more than ten percent (10%) of
the total combined voting power of all classes of stock of the Company or any of
its Subsidiaries, unless (i) the exercise price determined as of the date of
grant is at least one hundred ten percent
(110%) of the Fair Market Value on the date of grant of the Shares subject to
such Incentive Stock Option and (ii) the Incentive Stock Option is not
exercisable more than five (5) years from the date of grant thereof. No
Participant shall be granted any Incentive Stock Option which would result in
such Participant receiving a grant of Incentive Stock Options that would have an
aggregate Fair Market Value in excess of one hundred thousand dollars
($100,000), determined as of the time of grant, that would be exercisable for
the first time by such Participant during any calendar year. No Incentive Stock
Option may be granted under the Plan after the tenth anniversary of the
Effective Date. The terms of any Incentive Stock Option granted under the Plan
shall comply in all respects with the provisions of Section 422 of the Code, or
any successor provision thereto, as amended from time to time.


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8. Terms and Conditions of Restricted Stock and Restricted Stock Units


          Section 1.28 Restricted
Stock. The Committee, in its
discretion, may grant or sell Restricted Stock to Eligible Individuals. An Award
of Restricted Stock shall consist of one or more Shares granted or sold to an
Eligible Individual, and shall be subject to the terms, conditions and
restrictions set forth in the Plan and established by the Committee in
connection with the Award and specified in the applicable Award Document.
Restricted Stock may, among other things, be subject to restrictions on
transferability, vesting requirements or other specified circumstances under
which it may be canceled. 

          Section
1.29 Restricted Stock Units. The Committee, in its discretion, may grant
Restricted Stock Units to Eligible Individuals. A Restricted Stock Unit shall
entitle a Participant to receive, subject to the terms, conditions and
restrictions set forth in the Plan and the applicable Award Document, one or
more Shares. Restricted Stock Units may, among other things, be subject to
restrictions on transferability, vesting requirements or other specified
circumstances under which they may be canceled. If and when the cancellation
provisions lapse, the Restricted Stock Units shall become Shares owned by the
applicable Participant or, at the sole discretion of the Committee, cash, or a
combination of cash and Shares, with a value equal to the Fair Market Value of
the Shares at the time of payment. 

9. Stock Appreciation Rights 

          Section
1.30 General. The Committee, in its discretion, may grant Stock Appreciation Rights
to Eligible Individuals. A Stock Appreciation Right shall entitle a Participant
to receive, upon satisfaction of the conditions to payment specified in the
applicable Award Document, an amount equal to the excess, if any, of the Fair
Market Value on the exercise date of the number of Shares for which the Stock
Appreciation Right is exercised over the grant price for such Stock Appreciation
Right specified in the applicable Award Document. The grant price per share of
Shares covered by a Stock Appreciation Right shall be fixed by the Committee at
the time of grant or, alternatively, shall be determined by a method specified
by the Committee at the time of grant, but in no event shall the grant price of
a Stock Appreciation Right be less than one hundred percent (100%) of the Fair
Market Value of a Share on the date of grant; provided, however, that the grant price of a Substitute Award
granted as a Stock Appreciation Rights shall be in accordance with Section 409A
of the Code and may be less than one hundred percent (100%) of the Fair Market
Value. Payments to a Participant upon exercise of a Stock Appreciation Right may
be made in cash or Shares, having an aggregate Fair Market Value as of the date
of exercise equal to the excess, if any, of the Fair Market Value on the
exercise date of the number of Shares for which the Stock Appreciation Right is
exercised over the grant price for such Stock Appreciation Right. The term of a
Stock Appreciation Right settled in Shares shall not exceed seven (7) years.


          Section
1.31 Stock Appreciation Rights in Tandem with
Options. A Stock Appreciation
Right granted in tandem with an Option may be granted either at the same time as
such Option or subsequent thereto. If granted in tandem with an Option, a Stock
Appreciation Right shall cover the same number of Shares as covered by the
Option (or such lesser number of shares as the Committee may determine) and
shall be exercisable only at such time or times and to the extent the related
Option shall be exercisable, and shall have the same term as the related Option. The grant price of a Stock
Appreciation Right granted in tandem with an Option shall equal the per-share
exercise price of the Option to which it relates. Upon exercise of a Stock
Appreciation Right granted in tandem with an Option, the related Option shall be
canceled automatically to the extent of the number of Shares covered by such
exercise; conversely, if the related Option is exercised as to some or all of
the shares covered by the tandem grant, the tandem Stock Appreciation Right
shall be canceled automatically to the extent of the number of Shares covered by
the Option exercise. 

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10. Terms and Conditions of Performance Stock and Performance Units


          Section 1.32 Performance
Stock. The Committee may grant
Performance Stock to Eligible Individuals. An Award of Performance Stock shall
consist of a Target Number of Shares granted to an Eligible Individual based on
the achievement of Performance Targets over the applicable Performance Period,
and shall be subject to the terms, conditions and restrictions set forth in the
Plan and established by the Committee in connection with the Award and specified
in the applicable Award Document.

          Section
1.33 Performance Units. The Committee, in its discretion, may grant
Performance Units to Eligible Individuals. A Performance Unit shall entitle a
Participant to receive, subject to the terms, conditions and restrictions set
forth in the Plan and established by the Committee in connection with the Award
and specified in the applicable Award Document, a Target Number of Shares or
cash based upon the achievement of Performance Targets over the applicable
Performance Period. At the sole discretion of the Committee, Performance Units
shall be settled through the delivery of Shares or cash, or a combination of
cash and Shares, with a value equal to the Fair Market Value of the underlying
Shares as of the last day of the applicable Performance Period. 

11. Other Awards 

          The
Committee shall have the authority to specify the terms and provisions of other
forms of equity-based or equity-related Awards not described above that the
Committee determines to be consistent with the purpose of the Plan and the
interests of the Company, which Awards may provide for cash payments based in
whole or in part on the value or future value of Shares, for the acquisition or
future acquisition of Shares, or any combination thereof. 

12. Certain Restrictions 

          Section
1.34 Transfers. No Award shall be transferable other than pursuant to a
beneficiary designation under Section 12(c), by last will and testament or by
the laws of descent and distribution or, except in the case of an Incentive
Stock Option, pursuant to a domestic relations order, as the case may be;
provided, however, that the Committee may, subject to applicable
laws, rules and regulations and such terms and conditions as it shall specify,
permit the transfer of an Award, other than an Incentive Stock Option, for no
consideration to a Permitted Transferee. Any Award transferred to a Permitted
Transferee shall be further transferable only by last will and testament or the
laws of descent and distribution or, for no consideration, to another Permitted
Transferee of the Participant. 

          Section
1.35 Award Exercisable Only by Participant. During the lifetime of a
Participant, an Award shall be exercisable only by the Participant or by a
Permitted Transferee to whom such Award has been transferred in accordance with
Section 12Section 1.34 above. The grant of an Award shall impose no obligation
on a Participant to exercise or settle the Award. 

          Section
1.36 Beneficiary Designation. The beneficiary or beneficiaries of the
Participant to whom any benefit under the Plan is to be paid in case of his
death before he receives any or all of such benefit shall be determined under
the Company's Group Life Insurance Plan. A Participant may, from time to time,
name any beneficiary or beneficiaries to
receive any benefit in case of his death before he receives any or all of such
benefit. Each such designation shall revoke all prior designations by the same
Participant, including the beneficiary designated under the Company's Group Life
Insurance Plan, and will be effective only when filed by the Participant in
writing (in such form or manner as may be prescribed by the Committee) with the
Company during the Participant's lifetime. In the absence of a valid designation
under the Company's Group Life Insurance Plan or otherwise, if no validly
designated beneficiary survives the Participant or if each surviving validly
designated beneficiary is legally impaired or prohibited from receiving the
benefits under an Award, the Participant's beneficiary shall be the
Participant's estate. 

29







13. Recapitalization or Reorganization 

          Section 1.37 Authority of the Company
and Stockholders. The existence
of the Plan, the Award Documents and the Awards granted hereunder shall not
affect or restrict in any way the right or power of the Company or the
stockholders of the Company to make or authorize any adjustment,
recapitalization, reorganization or other change in the Company’s capital
structure or business, any merger or consolidation of the Company, any issue of
stock or of options, warrants or rights to purchase stock or of bonds,
debentures, preferred or prior preference stocks whose rights are superior to or
affect the Shares or the rights thereof or which are convertible into or
exchangeable for Shares, or the dissolution or liquidation of the Company, or
any sale or transfer of all or any part of its assets or business, or any other
corporate act or proceeding, whether of a similar character or otherwise.


          Section
1.38 Change in Capitalization. Notwithstanding any provision of the Plan or any
Award Document, the number and kind of Shares authorized for issuance under
Section 5 of the Plan, including the maximum number of Shares available under
the special limits provided for in Section Section 1.13, may be equitably
adjusted in the sole discretion of the Committee in the event of a stock split,
reverse stock spit, stock dividend, recapitalization, reorganization, partial or
complete liquidation, reclassification, merger, consolidation, separation,
extraordinary cash dividend, split-up, spin-off, combination, exchange of
Shares, warrants or rights offering to purchase Shares at a price substantially
below Fair Market Value, or any other corporate event or distribution of stock
or property of the Company affecting the Shares in order to preserve, but not
increase, the benefits or potential benefits intended to be made available under
the Plan. In addition, upon the occurrence of any of the foregoing events, the
number and kind of Shares subject to any outstanding Award and the exercise
price per Share (or the grant price per Share, as the case may be), if any,
under any outstanding Award may be equitably adjusted (including by payment of
cash to a Participant) in the sole discretion of the Committee in order to
preserve the benefits or potential benefits intended to be made available to
Participants. Such adjustments shall be made by the Committee. Unless otherwise
determined by the Committee, such adjusted Awards shall be subject to the same
restrictions and vesting or settlement schedule to which the underlying Award is
subject.

14. Term of the Plan 

          Unless
earlier terminated pursuant to Section 16, the Plan shall terminate on the tenth
(10th) anniversary of the Effective Date, except with respect to
Awards then outstanding. No Awards may be granted under the Plan after the tenth
(10th) anniversary of the Effective Date. 

15. Effective Date 

          The Plan
shall become effective on the Effective Date, subject to approval by the
stockholders of the Company. 

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16. Amendment and Termination 

          Subject to applicable laws, rules and regulations,
the Board may at any time terminate or, from time to time, amend, modify or
suspend the Plan; provided, however, that no termination, amendment, modification or suspension (i) will be
effective without the approval of the stockholders of the Company if such
approval is required under applicable laws, rules and regulations, including the
rules of NASDAQ and (ii) shall materially and adversely alter or impair the
rights of a Participant in any Award previously made under the Plan without the
consent of the holder thereof. Notwithstanding the foregoing, the Board shall
have broad authority to amend the Plan or any Award under the Plan without the
consent of a Participant to the extent it deems necessary or desirable (a) to
comply with, take into account changes in, or interpretations of, applicable tax
laws, securities laws, employment laws, accounting rules and other applicable
laws, rules and regulations, (b) to take into account unusual or nonrecurring
events or market conditions (including, without limitation, the events described
in Section 13(b)), or (c) to take into account significant acquisitions or
dispositions of assets or other property by the Company. 

17. Miscellaneous 

          Section
1.39 Tax Withholding. The Company or a Subsidiary, as appropriate, may
require any individual entitled to receive a payment of an Award to remit to the
Company, prior to payment, an amount sufficient to satisfy any applicable tax
withholding requirements. In the case of an Award payable in Shares, the Company
or a Subsidiary, as appropriate, may permit or require a Participant to satisfy,
in whole or in part, such obligation to remit taxes by directing the Company to
withhold shares that would otherwise be received by such individual or to
repurchase shares that were issued to the Participant to satisfy the minimum
statutory withholding rates for any applicable tax withholding purposes, in
accordance with all applicable laws and pursuant to such rules as the Committee
may establish from time to time. The Company or a Subsidiary, as appropriate,
shall also have the right to deduct from all cash payments made to a Participant
(whether or not such payment is made in connection with an Award) any applicable
taxes required to be withheld with respect to such payments. 

          Section
1.40 No Right to Awards or Employment. No person shall have any claim or right to
receive Awards under the Plan. Neither the Plan, the grant of Awards under the
Plan nor any action taken or omitted to be taken under the Plan shall be deemed
to create or confer on any Eligible Individual any right to be retained in the
employ of the Company or any Subsidiary or other affiliate thereof, or to
interfere with or to limit in any way the right of the Company or any Subsidiary
or other affiliate thereof to terminate the employment of such Eligible
Individual at any time. No Award shall constitute salary, recurrent compensation
or contractual compensation for the year of grant, any later year or any other
period of time. Payments received by a Participant under any Award made pursuant
to the Plan shall not be included in, nor have any effect on, the determination
of employment-related rights or benefits under any other employee benefit plan
or similar arrangement provided by the Company and the Subsidiaries, unless
otherwise specifically provided for under the terms of such plan or arrangement
or by the Committee. 

          Section
1.41 Securities Law Restrictions. An Award may not be exercised or settled, and no
Shares may be issued in connection with an Award, unless the issuance of such
shares (i) has been registered under the Securities Act of 1933, as amended,
(ii) has qualified under applicable state “blue sky” laws (or the Company has
determined that an exemption from registration and from qualification under such
state “blue sky” laws is available) and (iii) complies with all applicable
foreign securities laws. The Committee may require each Participant purchasing
or acquiring Shares pursuant to an Award under the Plan to represent to and
agree with the Company in writing that such Eligible Individual is acquiring the
Shares for investment purposes and not with a view to the distribution thereof.
All certificates for Shares delivered under the Plan shall be subject to such
stock-transfer orders and other restrictions as the Committee may deem advisable
under the rules, regulations, and other requirements of the Securities and
Exchange Commission, any exchange upon which the Shares are then listed, and any applicable securities law, and the
Committee may cause a legend or legends to be put on any such certificates to
make appropriate reference to such restrictions. 

31







          Section 1.42 Section 162(m) of the
Code. The Plan is intended to
comply in all respects with Section 162(m) of the Code; provided, however, that in the event the Committee determines that
compliance with Section 162(m) of the Code is not desired with respect to a
particular Award, compliance with Section 162(m) of the Code will not be
required. In addition, if any provision of this Plan would cause Awards that are
intended to constitute “qualified performance-based compensation” under Section
162(m) of the Code, to fail to so qualify, that provision shall be severed from,
and shall be deemed not to be a part of, the Plan, but the other provisions
hereof shall remain in full force and effect. 

          Section
1.43 Section 409A of the Code. Notwithstanding any contrary provision in the
Plan or an Award Document, if any provision of the Plan or an Award Document
contravenes any regulations or guidance promulgated under Section 409A of the
Code or would cause an Award to be subject to additional taxes, accelerated
taxation, interest and/or penalties under Section 409A of the Code, such
provision of the Plan or Award Document may be modified by the Committee without
consent of the Participant in any manner the Committee deems reasonable or
necessary. In making such modifications the Committee shall attempt, but shall
not be obligated, to maintain, to the maximum extent practicable, the original
intent of the applicable provision without contravening the provisions of
Section 409A of the Code. Moreover, any discretionary authority that the
Committee 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 would contravene Section 409A of the Code or the guidance promulgated
thereunder. 

          Section
1.44 Awards to Individuals Subject to Laws of a
Jurisdiction Outside of the United States. To the extent that
Awards under the Plan are awarded to Eligible Individuals who are domiciled or
resident outside of the United States or to persons who are domiciled or
resident in the United States but who are subject to the tax laws of a
jurisdiction outside of the United States, the Committee may adjust the terms of
the Awards granted hereunder to such person (i) to comply with the laws, rules
and regulations of such jurisdiction and (ii) to permit the grant of the Award
not to be a taxable event to the Participant. The authority granted under the
previous sentence shall include the discretion for the Committee to adopt, on
behalf of the Company, one or more sub-plans applicable to separate classes of
Eligible Individuals who are subject to the laws of jurisdictions outside of the
United States. 

          Section
1.45 Satisfaction of Obligations. Subject to applicable law, the Company may apply
any cash, Shares, securities or other consideration received upon exercise or
settlement of an Award to any obligations a Participant owes to the Company and
the Subsidiaries in connection with the Plan or otherwise, including, without
limitation, any tax obligations or obligations under a currency facility
established in connection with the Plan. 

         
(h) No Limitation on Corporate Actions. Nothing contained in the Plan shall be construed
to prevent the Company or any Subsidiary from taking any corporate action,
whether or not such action would have an adverse effect on any Awards made under
the Plan. No Participant, beneficiary or other person shall have any claim
against the Company or any Subsidiary as a result of any such action.


          Section
1.47 Unfunded Plan. The Plan is intended to constitute an unfunded plan for incentive
compensation. Prior to the issuance of Shares, cash or other form of payment in
connection with an Award, nothing contained herein shall give any Participant
any rights that are greater than those of a general unsecured creditor of the
Company. The Committee may, but is not obligated, to authorize the creation of
trusts or other arrangements to meet the obligations created under the Plan to
deliver Shares with respect to awards hereunder. 

32







          Section 1.48 Successors. All obligations of the Company under the Plan
with respect to Awards granted hereunder shall be binding on any successor to
the Company, whether the existence of such successor is the result of a direct
or indirect purchase, merger, consolidation, or otherwise, of all or
substantially all of the business and/or assets of the Company. 

          Section
1.49 Application of Funds. The proceeds received by the Company from the
sale of Shares pursuant to Awards will be used for general corporate purposes.


          Section
1.50 Award Document. In the event of any conflict or inconsistency
between the Plan and any Award Document, the Plan shall govern and the Award
Document shall be interpreted to minimize or eliminate any such conflict or
inconsistency. 

          Section
1.51 Headings. The headings of Sections herein are included solely for convenience of
reference and shall not affect the meaning of any of the provisions of the Plan.


          Section
1.52 Severability. If any provision of this Plan is held
unenforceable, the remainder of the Plan shall continue in full force and effect
without regard to such unenforceable provision and shall be applied as though
the unenforceable provision were not contained in the Plan.

          Section
1.53 Expenses. The costs and expenses of administering the Plan shall be borne by the
Company. 

          Section
1.54 Arbitration. Any dispute, controversy or claim arising out of or relating to the
Plan that cannot be resolved by the Participant on the one hand, and the Company
on the other, shall be submitted to arbitration in the State of Connecticut
under the National Rules for the Resolution of Employment Disputes of the
American Arbitration Association; provided, however, that any such submission by the Participant must be made within one (1)
year of the date of the events giving rise to such dispute, controversy or
claim. The determination of the arbitrator shall be conclusive and binding on
the Company and the Participant, and judgment may be entered on the arbitrator’s
award in any court having jurisdiction. The expenses of such arbitration shall
be borne by the Company; provided, however, that each party shall bear its own legal expenses unless the
Participant is the prevailing party, in which case the Company shall promptly
pay or reimburse the Participant for the reasonable legal fees and expenses
incurred by the Participant in connection with such contest or dispute
(excluding any fees payable pursuant to a contingency fee arrangement).


          Section
1.55 Governing Law. Except as to matters of federal law, the Plan
and all actions taken thereunder shall be governed by and construed in
accordance with the laws of the State of Connecticut. 

33