RENTRAK
CORPORATION

    


    AMENDED
AND RESTATED

    2005
STOCK INCENTIVE PLAN

    


    Effective
August 20, 2009

    
 

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    
       

      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    
                                                      
                                                        
                                                          
                                                            
                                                              
                                                                
                                                                  
                                                                    
                                                                      
                                                                        
                                                                          
                                                                            
                                                                              
                                                                                
                                                                                  
                                                                                    
                                                                                      
                                                                                        
                                                                                          	 
      	
                                                                                                  TABLE
      OF CONTENTS

                                                                                                	 
      
	 	 	 
	 
      	 
      	
                                                                                                  Page

                                                                                                
	 	 	 
	
                                                                                                  1.

                                                                                                	
                                                                                                  ESTABLISHMENT
      AND PURPOSE

                                                                                                	
                                                                                                  1

                                                                                                
	 	 	 
	 
      	
                                                                                                  1.1

                                                                                                	
                                                                                                  Establishment

                                                                                                	
                                                                                                  1

                                                                                                
	 	 	 	 
	 
      	
                                                                                                  1.2

                                                                                                	
                                                                                                  Purpose

                                                                                                	
                                                                                                  1

                                                                                                
	 	 	 	 
	 
      	
                                                                                                  1.3

                                                                                                	
                                                                                                  Prior
      Plans

                                                                                                	
                                                                                                  1

                                                                                                
	 	 	 	 
	 
      	
                                                                                                  1.4

                                                                                                	
                                                                                                  Reservation
      of Right to Amend to Comply with Section 409A

                                                                                                	
                                                                                                  1

                                                                                                
	 	 	 	 
	
                                                                                                  2.

                                                                                                	DEFINITIONS	
                                                                                                  1

                                                                                                
	 	 	 
	 
      	
                                                                                                  2.1

                                                                                                	
                                                                                                  Defined
      Terms

                                                                                                	
                                                                                                  1

                                                                                                
	 	 	 	 
	 
      	
                                                                                                  2.2

                                                                                                	
                                                                                                  Gender
      and Number

                                                                                                	
                                                                                                  6

                                                                                                
	 	 	 	 
	
                                                                                                  3.

                                                                                                	ADMINISTRATION	
                                                                                                  6

                                                                                                
	 	 	 
	 
      	
                                                                                                  3.1

                                                                                                	
                                                                                                  General

                                                                                                	
                                                                                                  6

                                                                                                
	 	 	 	 
	 
      	
                                                                                                  3.2

                                                                                                	
                                                                                                  Composition
      of the Committee

                                                                                                	
                                                                                                  6

                                                                                                
	 	 	 	 
	 
      	
                                                                                                  3.3

                                                                                                	
                                                                                                  Authority
      of the Committee

                                                                                                	
                                                                                                  6

                                                                                                
	 	 	 	 
	 
      	
                                                                                                  3.4

                                                                                                	
                                                                                                  Action
      by the Committee

                                                                                                	
                                                                                                  7

                                                                                                
	 	 	 	 
	 
      	
                                                                                                  3.5

                                                                                                	
                                                                                                  Delegation

                                                                                                	
                                                                                                  7

                                                                                                
	 	 	 	 
	 
      	
                                                                                                  3.6

                                                                                                	
                                                                                                  Liability
      of Committee Members

                                                                                                	
                                                                                                  7

                                                                                                
	 	 	 	 
	 
      	
                                                                                                  3.7

                                                                                                	
                                                                                                  Costs
      of Plan

                                                                                                	
                                                                                                  7

                                                                                                
	 	 	 	 
	
                                                                                                  4.

                                                                                                	DURATION
      OF THE PLAN AND SHARES SUBJECT TO THE PLAN	
                                                                                                  7

                                                                                                
	 	 	 
	 
      	
                                                                                                  4.1

                                                                                                	
                                                                                                  Duration
      of the Plan

                                                                                                	
                                                                                                  7

                                                                                                
	 	 	 	 
	 
      	
                                                                                                  4.2

                                                                                                	
                                                                                                  Shares
      Subject to the Plan

                                                                                                	
                                                                                                  7

                                                                                                
	 	 	 	 
	
                                                                                                  5.

                                                                                                	ELIGIBILITY	
                                                                                                  8

                                                                                                
	 	 	 
	
                                                                                                  6.

                                                                                                	AWARDS	
                                                                                                  8

                                                                                                
	 	 	 
	 
      	
                                                                                                  6.1

                                                                                                	
                                                                                                  Types
      of Awards

                                                                                                	
                                                                                                  8

                                                                                                
	 	 	 	 
	 
      	
                                                                                                  6.2

                                                                                                	
                                                                                                  General

                                                                                                	
                                                                                                  8

                                                                                                
	 	 	 	 
	 
      	
                                                                                                  6.3

                                                                                                	
                                                                                                  Nonuniform
      Determinations

                                                                                                	
                                                                                                  8

                                                                                                
	 	 	 	 
	 
      	
                                                                                                  6.4

                                                                                                	
                                                                                                  Award
      Agreements

                                                                                                	
                                                                                                  8

                                                                                                
	 	 	 	 
	 
      	
                                                                                                  6.5

                                                                                                	
                                                                                                  Provisions
      Governing All Awards

                                                                                                	
                                                                                                  9

                                                                                                
	 	 	 	 
	
                                                                                                  7.

                                                                                                	OPTIONS	
                                                                                                  13

                                                                                                
	 	 	 
	 
      	
                                                                                                  7.1

                                                                                                	
                                                                                                  Types
      of Options

                                                                                                	
                                                                                                  13

                                                                                                
	 	 	 	 
	 
      	
                                                                                                  7.2

                                                                                                	
                                                                                                  General

                                                                                                	
                                                                                                  13

                                                                                                
	 	 	 	 
	 
      	
                                                                                                  7.3

                                                                                                	
                                                                                                  Option
      Price

                                                                                                	
                                                                                                  13

                                                                                                
	 	 	 	 
	 
      	
                                                                                                  7.4

                                                                                                	
                                                                                                  Option
      Term

                                                                                                	
                                                                                                  13

                                                                                                


                                                                                        

                                                                                      

                                                                                    

                                                                                  

                                                                                

                                                                              

                                                                            

                                                                          

                                                                        

                                                                      

                                                                    

                                                                  

                                                                

                                                              

                                                            

                                                          

                                                        

                                                      

                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      


      
        
           


        

        
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                                                                                              TABLE
      OF CONTENTS

                                                                                              (continued)

                                                                                            	 
      
	 
      	 
      	 
      	
                                                                                              Page

                                                                                            
	 	 	 	 
	 
      	
                                                                                              7.5

                                                                                            	
                                                                                              Time
      of Exercise

                                                                                            	
                                                                                              13

                                                                                            
	 	 	 	 
	 
      	
                                                                                              7.6

                                                                                            	
                                                                                              Special
      Rules for Incentive Stock Options

                                                                                            	
                                                                                              14

                                                                                            
	 	 	 	 
	 
      	
                                                                                              7.7

                                                                                            	
                                                                                              Restricted
      Shares

                                                                                            	
                                                                                              14

                                                                                            
	 	 	 	 
	 
      	
                                                                                              7.8

                                                                                            	
                                                                                              Limitation
      on Number of Shares Subject to Options

                                                                                            	
                                                                                              14

                                                                                            
	 	 	 	 
	
                                                                                              8.

                                                                                            	STOCK
      APPRECIATION RIGHTS	
                                                                                              14

                                                                                            
	 	 	 
	 
      	
                                                                                              8.1

                                                                                            	
                                                                                              General

                                                                                            	
                                                                                              14

                                                                                            
	 	 	 	 
	 
      	
                                                                                              8.2

                                                                                            	
                                                                                              Nature
      of Stock Appreciation Right

                                                                                            	
                                                                                              14

                                                                                            
	 	 	 	 
	 
      	
                                                                                              8.3

                                                                                            	
                                                                                              Exercise

                                                                                            	
                                                                                              15

                                                                                            
	 	 	 	 
	 
      	
                                                                                              8.4

                                                                                            	
                                                                                              Form
      of Payment

                                                                                            	
                                                                                              15

                                                                                            
	 	 	 	 
	 
      	
                                                                                              8.5

                                                                                            	
                                                                                              Limitation
      on Number of Stock Appreciation Rights

                                                                                            	
                                                                                              15

                                                                                            
	 	 	 	 
	
                                                                                              9.

                                                                                            	RESTRICTED
      AWARDS	
                                                                                              15

                                                                                            
	 	 	 
	 
      	
                                                                                              9.1

                                                                                            	
                                                                                              Types
      of Restricted Awards

                                                                                            	
                                                                                              15

                                                                                            
	 	 	 	 
	 
      	
                                                                                              9.2

                                                                                            	
                                                                                              General

                                                                                            	
                                                                                              16

                                                                                            
	 	 	 	 
	 
      	
                                                                                              9.3

                                                                                            	
                                                                                              Restriction
      Period

                                                                                            	
                                                                                              16

                                                                                            
	 	 	 	 
	 
      	
                                                                                              9.4

                                                                                            	
                                                                                              Forfeiture

                                                                                            	
                                                                                              16

                                                                                            
	 	 	 	 
	 
      	
                                                                                              9.5

                                                                                            	
                                                                                              Settlement
      of Restricted Awards

                                                                                            	
                                                                                              16

                                                                                            
	 	 	 	 
	 
      	
                                                                                              9.6

                                                                                            	
                                                                                              Rights
      as a Shareholder

                                                                                            	
                                                                                              17

                                                                                            
	 	 	 	 
	 
      	
                                                                                              9.7

                                                                                            	
                                                                                              Limitation
      in Number of Restricted Awards

                                                                                            	
                                                                                              17

                                                                                            
	 	 	 	 
	
                                                                                              10.

                                                                                            	PERFORMANCE
      AWARDS	
                                                                                              17

                                                                                            
	 	 	 
	 
      	
                                                                                              10.1

                                                                                            	
                                                                                              General

                                                                                            	
                                                                                              17

                                                                                            
	 	 	 	 
	 
      	
                                                                                              10.2

                                                                                            	
                                                                                              Nature
      of Performance Awards

                                                                                            	
                                                                                              17

                                                                                            
	 	 	 	 
	 
      	
                                                                                              10.3

                                                                                            	
                                                                                              Performance
      Cycles

                                                                                            	
                                                                                              17

                                                                                            
	 	 	 	 
	 
      	
                                                                                              10.4

                                                                                            	
                                                                                              Performance
      Goals

                                                                                            	
                                                                                              17

                                                                                            
	 	 	 	 
	 
      	
                                                                                              10.5

                                                                                            	
                                                                                              Performance
      Goals for Executive Officers

                                                                                            	
                                                                                              18

                                                                                            
	 	 	 	 
	 
      	
                                                                                              10.6

                                                                                            	
                                                                                              Determination
      of Awards

                                                                                            	
                                                                                              18

                                                                                            
	 	 	 	 
	 
      	
                                                                                              10.7

                                                                                            	
                                                                                              Timing
      and Form of Payment

                                                                                            	
                                                                                              18

                                                                                            
	 	 	 	 
	 
      	
                                                                                              10.8

                                                                                            	
                                                                                              Limitation
      on Number of Performance Awards

                                                                                            	
                                                                                              18

                                                                                            
	 	 	 	 
	
                                                                                              11.

                                                                                            	OTHER
      STOCK-BASED AND COMBINATION AWARDS	
                                                                                              18

                                                                                            
	 	 	 
	 
      	
                                                                                              11.1

                                                                                            	
                                                                                              Other
      Stock-Based Awards

                                                                                            	
                                                                                              18

                                                                                            
	 	 	 	 
	 
      	
                                                                                              11.2

                                                                                            	
                                                                                              Combination
      Awards

                                                                                            	
                                                                                              19

                                                                                            
	 	 	 	 
	
                                                                                              12.

                                                                                            	DIVIDEND
      EQUIVALENTS	
                                                                                              19

                                                                                            


                                                                                    

                                                                                  

                                                                                

                                                                              

                                                                            

                                                                          

                                                                        

                                                                      

                                                                    

                                                                  

                                                                

                                                              

                                                            

                                                          

                                                        

                                                      

                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      


      
        
           


        

        
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                                                          TABLE
      OF CONTENTS

                                                          

                                                            (continued)

                                                          

                                                        	 
      
	 
      	 
      	 
      	
                                                          Page

                                                        
	 	 	 
	
                                                          13.

                                                        	ADJUSTMENTS
      UPON CHANGES IN CAPITALIZATION, ETC.	
                                                          19

                                                        
	 	 	 
	 
      	
                                                          13.1

                                                        	
                                                          Plan
      Does Not Restrict Corporation

                                                        	
                                                          19

                                                        
	 	 	 	 
	 
      	
                                                          13.2

                                                        	
                                                          Adjustments
      to Shares Subject to the Plan and Outstanding Awards

                                                        	
                                                          19

                                                        
	 	 	 	 
	
                                                          14.

                                                        	AMENDMENT
      AND TERMINATION	
                                                          20

                                                        
	 	 	 
	
                                                          15.

                                                        	MISCELLANEOUS	
                                                          20

                                                        
	 	 	 
	 
      	
                                                          15.1

                                                        	
                                                          Tax
      Withholding

                                                        	
                                                          20

                                                        
	 	 	 	 
	 
      	
                                                          15.2

                                                        	
                                                          Unfunded
      Plan

                                                        	
                                                          20

                                                        
	 	 	 	 
	 
      	
                                                          15.3

                                                        	
                                                          Annulment
      of Awards

                                                        	
                                                          20

                                                        
	 	 	 	 
	 
      	
                                                          15.4

                                                        	
                                                          Engaging
      in Competition With Corporation

                                                        	
                                                          21

                                                        
	 	 	 	 
	 
      	
                                                          15.5

                                                        	
                                                          Other
      Corporation Benefit and Compensation Programs

                                                        	
                                                          21

                                                        
	 	 	 	 
	 
      	
                                                          15.6

                                                        	
                                                          Securities
      Law Restrictions

                                                        	
                                                          21

                                                        
	 	 	 	 
	 
      	
                                                          15.7

                                                        	
                                                          Governing
      Law

                                                        	
                                                          21

                                                        
	 	 	 	 
	
                                                          16.

                                                        	SHAREHOLDER
      APPROVAL	
                                                          21

                                                        


                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

       

      
        
           

        

        
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    RENTRAK
CORPORATION

    AMENDED
AND RESTATED

    2005
STOCK INCENTIVE PLAN

    


    1.           ESTABLISHMENT
AND PURPOSE

     

    1.1           Establishment.  Rentrak
Corporation, an Oregon corporation ("Corporation"), established the Rentrak
Corporation 2005 Stock Incentive Plan effective as of August 25, 2005 (the
"Effective Date").  The original Plan was approved at Corporation's
2005 annual shareholders' meeting.  The Plan is hereby amended and
restated in the form of this Rentrak Corporation Amended and Restated 2005 Stock
Incentive Plan (the "Plan"), effective as of the time of and subject to
shareholder approval as provided in Section 16.

     

    1.2           Purpose.  The
purpose of the Plan is to promote and advance the interests of Corporation and
its shareholders by enabling Corporation to attract, retain, and reward key
employees, directors, and outside consultants of Corporation and its
subsidiaries.  It is also intended to strengthen the mutuality of
interests between such employees, directors, and consultants and Corporation's
shareholders.  The Plan is designed to serve these purposes by
offering stock options and other equity-based incentive awards in order to
provide participants a proprietary interest in pursuing the long-term growth,
profitability, and financial success of Corporation.

     

    1.3           Prior
Plans.  The Plan is separate from the Rentrak Corporation 1997
Equity Participation Plan and the Rentrak Corporation 1997 Non-Officer Employee
Stock Option Plan (the "Prior Plans").  The adoption of the Plan
neither affects nor is affected by the continued existence of the Prior Plans
except that:

     

    (a)           No
further Awards will be granted under the Prior Plans; and

     

    (b)           The
number of Shares which may be made subject to Awards under the Plan will be
adjusted from time to time pursuant to Section 4.2 to reflect cancellation,
termination, or expiration of stock options previously granted under the Prior
Plans.

     

    1.4           Reservation of Right to
Amend to Comply with Section 409A.  The Board and the Committee
reserve the right to amend the Plan, either retroactively or prospectively, in
whatever respect is required to achieve and maintain compliance with the
requirements of Code Section 409A and the regulations and other guidance issued
by the Department of the Treasury thereunder (collectively, "Section
409A").

     

    2.           DEFINITIONS

     

    2.1           Defined
Terms.  For purposes of the Plan, the following terms have the
meanings set forth below:

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

     

    "Award"
means an award or grant made to a Participant of Options, Stock Appreciation
Rights, Restricted Awards, Performance Awards, or Other Stock-Based Awards
pursuant to the Plan.

     

    "Award
Agreement" means an agreement as described in Section 6.4 of the
Plan.

     

    "Board"
means the Board of Directors of Corporation.

     

    "Change in
Control" has the meaning given by the Committee in each Award Agreement,
or, if the term is not otherwise defined in an Award Agreement, the first
occurrence of any of the following:

     

    (a)           Any
person (including any individual, corporation, limited liability company,
partnership, trust, group, association, or other "person," as such term is used
in Section 13(d)(3) or 14(d) of the Exchange Act) other than a trustee or
other fiduciary holding securities under an employee benefit plan of
Corporation, is or becomes a beneficial owner (within the meaning of Rule 13d-3
promulgated under the Exchange Act), directly or indirectly, of securities of
Corporation representing 25 percent or more of the combined voting power of
Corporation's then outstanding securities;

     

    (b)           A
majority of the directors elected at any annual or special meeting of
shareholders are not individuals nominated by Corporation's then incumbent
Board; or

     

    (c)           The
shareholders of Corporation approve (i) a merger or consolidation of Corporation
with any other corporation, other than a merger or consolidation which would
result in the Voting Securities (defined as all issued and outstanding
securities ordinarily having the right to vote at elections of Corporation's
directors) of Corporation outstanding immediately prior to such transaction
continuing to represent (either by remaining outstanding or by being converted
into voting securities of the surviving entity) at least 75 percent of the
combined voting power of the Voting Securities of Corporation or of such
surviving entity outstanding immediately after such merger or consolidation,
(ii) a plan of complete liquidation of Corporation, or (iii) an agreement for
the sale or disposition by Corporation of all or substantially all of its
assets.

     

    "Code"
means the Internal Revenue Code of 1986, as amended and in effect from time to
time, or any successor statute, together with rules, regulations, and
interpretations promulgated under the Code.  Where the context so
requires, any reference to a particular Code section will be construed to refer
to the successor provision to such Code section.

     

    "Committee"
means the committee appointed by the Board to administer the Plan as provided in
Section 3 of the Plan.

     

    "Common
Stock" means the $.001 par value Common Stock of
Corporation.

     

    "Consultant"
means any consultant or adviser to Corporation or a Subsidiary selected by the
Committee who is not an employee of Corporation or a Subsidiary and who provides
services to Corporation or a Subsidiary other than services of a capital-raising
nature.

     

    
      
        
           


        

        
          - 2
-

          
            

          

        

        
           


        

      

    

    


    "Continuing
Restriction" means a Restriction contained in Sections 6.5(g),
6.5(i), 15.3, 15.4, and 15.6 of the Plan and any other Restriction expressly
designated by the Committee in an Award Agreement as a Continuing
Restriction.

     

    "Corporation"
means Rentrak Corporation, an Oregon corporation, or any successor
corporation.

     

    "Disability"
means the condition of being permanently "disabled" within the meaning of
Section 22(e)(3) of the Code, namely being unable to engage in any substantial
gainful activity by reason of any medically determinable physical or mental
impairment which can be expected to result in death or which has lasted or can
be expected to last for a continuous period of not less than 12
months.  However, the Committee may change the foregoing definition of
"Disability" or may adopt a different definition for purposes of specific
Awards.

     

    "Exchange
Act" means the Securities Exchange Act of 1934, as amended and in effect
from time to time, or any successor statute.  Where the context so
requires, any reference to a particular section of the Exchange Act, or to any
rule promulgated under the Exchange Act, will be construed to refer to successor
provisions to such section or rule.

     

    "Fair
Market Value" means, on any given day, the fair market value per share of
the Common Stock determined as follows:

     

    (a)           If
the Common Stock is traded on an established securities exchange, the closing
sale price of Common Stock as reported for such day by the principal exchange on
which Common Stock is traded (as determined by the Committee) or, if Common
Stock was not traded on such day, on the next preceding day on which Common
Stock was traded;

     

    (b)           If
trading activity in Common Stock is reported on The Nasdaq Stock Market, the
closing sale price of Common Stock as reported for such day by Nasdaq or, if
Common Stock trades were not reported on such day, on the next preceding day on
which Common Stock trades were reported by Nasdaq;

     

    (c)           If
trading activity in Common Stock is reported on the OTC Bulletin Board, the
average of the closing representative bid and asked prices for such day as
reported on the OTC Bulletin Board or, if there are no such quotes for Common
Stock for such day, on the next preceding day for which bid and asked price
quotes for Common Stock were reported on the OTC Bulletin Board; or

     

    (d)           If
there is no market for Common Stock or if trading activities for Common Stock
are not reported in one of the manners described above, the fair market value
will be as determined by the Committee.

     

    "Incentive
Stock Option" or "ISO"  means
any Option granted pursuant to the Plan that is intended to be and is
specifically designated in its Award Agreement as an "incentive stock option"
within the meaning of Section 422 of the Code.

     

    
      
        
           


        

        
          - 3
-

          
            

          

        

        
           


        

      

    

    


    "Non-Employee
Board Director" means a member of the Board who is not an employee of
Corporation or any Subsidiary.

     

    "Non-Employee
Subsidiary Director" means a member of the board of directors of a
Subsidiary who is neither an employee of Corporation or a Subsidiary nor a
member of the Board.

     

    "Nonqualified
Option" or "NQO"
means any Option granted pursuant to the Plan that is not an Incentive Stock
Option.

     

    "Option"
means an ISO or an NQO.

     

    "Option
Committee" means a committee of one or more members of the Board (who
need not be members of the Committee) to whom the Committee may delegate
authority to grant Awards to Participants who are not Reporting
Persons.

     

    "Other
Stock-Based Award" means an Award as defined in Section 11.1 of the
Plan.

     

    "Participant"
means an employee of Corporation or a Subsidiary, a Consultant, a Non-Employee
Board Director, or a Non-Employee Subsidiary Director who is granted an Award
under the Plan.

     

    "Performance
Award" means an Award granted pursuant to the provisions of
Section 10 of the Plan, the Vesting of which is contingent on attainment of
Performance Goals.

     

    "Performance
Cycle" means a designated performance period pursuant to the provisions
of Section 10.3 of the Plan.

     

    "Performance
Goal" means a designated performance objective pursuant to the provisions
of Section 10.4 of the Plan.

     

    "Plan"
means this Rentrak Corporation 2005 Amended and Restated Stock Incentive Plan,
as set forth in this document and as it may be amended from time to
time.

     

    "Reporting
Person" means a Participant who is subject to the reporting requirements
of Section 16(a) of the Exchange Act.

     

    "Restricted
Award" means a Restricted Share or a Restricted Stock Unit granted
pursuant to Section 9 of the Plan.

     

    "Restricted
Share" means an Award described in Section 9.1(a) of the
Plan.

     

    "Restricted
Stock Unit" means an Award of units representing Shares described in
Section 9.1(b) of the Plan.

    


    
      
        
           


        

        
          - 4
-

          
            

          

        

        
           


        

      

    

    


    "Restriction"
means a provision in the Plan or in an Award Agreement which limits the
exercisability or transferability, or which governs the forfeiture, of an Award
or the Shares, cash, or other property payable pursuant to an
Award.

     

    "Restriction
Period" means a designated period pursuant to the provisions of Section
9.3 of the Plan.

     

    "Retirement"
has the meaning given by the Committee in each Award Agreement, or, if the term
is not otherwise defined in an Award Agreement, has the following
meaning:

     

    (a)           For
Participants who are employees, retirement from active employment with
Corporation and its Subsidiaries on or after age 65, or such earlier
retirement date as approved by the Committee for purposes of the
Plan;

     

    (b)           For
Participants who are Non-Employee Board Directors or Non-Employee Subsidiary
Directors, retirement from the applicable board of directors after attaining the
age and service period specified in the Corporate Governance Guidelines adopted
by the Board; or

     

    (c)           For
Participants who are Consultants, termination of service as a Consultant after
attaining a retirement age specified by the Committee for purposes of an Award
to such Consultant.

     

    "Settlement
Period" means, with respect to any Restricted Stock Unit Award or
Performance Award, the period following the expiration of the Restriction Period
or the Performance Cycle, respectively, for such Award specified by the
Committee in the Award Agreement for such Award so that the Restricted Stock
Unit Award or Performance Award will either (a) not be treated as a deferred
compensation arrangement for income tax purposes under Section 409A, or (b) if
treated as a deferred compensation arrangement for such purposes, will meet all
requirements under Section 409A.

     

    "Share"
means a share of Common Stock.

     

    "Stock
Appreciation Right" or "SAR"
means an Award to benefit from the appreciation of Common Stock granted pursuant
to the provisions of Section 8 of the Plan.

     

    "Subsidiary"
means (i) a "subsidiary corporation" of Corporation, within the meaning of
Section 424(f) of the Code, namely any corporation in which Corporation
directly or indirectly controls 50 percent or more of the total combined
voting power of all classes of stock having voting power, and (ii) any
partnership, limited liability company, or other business entity of which
Corporation owns or controls 50 percent or more of the voting interests and
which has been designated by the Committee as a subsidiary; provided, however,
that with respect to ISOs, only employees of subsidiary corporations as
described in clause (i) may receive such Awards.

     

    
      
        
           


        

        
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    "Vest,"
"Vesting,"
or "Vested"
means:

     

    (a)           In
the case of an Award that requires exercise, to be or to become immediately and
fully exercisable and free of all Restrictions (other than Continuing
Restrictions);

     

    (b)           In
the case of an Award that is subject to forfeiture, to be or to become
nonforfeitable, freely transferable, and free of all Restrictions (other than
Continuing Restrictions);

     

    (c)           In
the case of an Award that is required to be earned by attaining specified
Performance Goals, to be or to become earned and nonforfeitable, freely
transferable, and free of all Restrictions (other than Continuing Restrictions);
or

     

    (d)           In
the case of any other Award as to which payment is not dependent solely upon the
exercise of a right, election, or option, to be or to become immediately payable
and free of all Restrictions (except Continuing Restrictions).

     

    2.2           Gender and
Number.  Except where otherwise indicated by the context, any
masculine or feminine terminology used in the Plan also includes the opposite
gender; and the definition of any term in Section 2.1 in the singular also
includes the plural, and vice versa.

     

    3.           ADMINISTRATION

     

    3.1           General.  The
Plan will be administered by a Committee composed as described in
Section 3.2.

     

    3.2           Composition of the
Committee.  The Committee will be appointed by the Board and
will consist of not less than a sufficient number of Non-Employee Board
Directors so as to qualify the Committee to administer the Plan as contemplated
by Section 162(m)(4)(C) of the Code, Rule 16b-3 under the Exchange Act
and Rule 5605(d) of the Nasdaq Marketplace Rules.  The Board may from
time to time remove members from, or add members to, the
Committee.  Vacancies on the Committee, however caused, will be filled
by the Board.   In the event that the Committee ceases to satisfy
the requirements of Section 162(m)(4)(C), Rule 16b-3, or Rule 5605(d), the
Board will reconstitute the Committee as necessary to satisfy such
requirements.

     

    3.3           Authority of the
Committee.  The Committee has full power and authority (subject
to such orders or resolutions as may be issued or adopted from time to time by
the Board) to administer the Plan in its sole discretion, including the
authority to:

     

    (a)           Construe
and interpret the Plan and any Award Agreement;

     

    (b)           Promulgate,
amend, and rescind rules and procedures relating to the implementation of the
Plan;

     

    (c)           Select
the employees, Non-Employee Board Directors, Non-Employee Subsidiary Directors,
and Consultants who will be granted Awards;

     

    
      
        
           


        

        
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    (d)           Determine
the number and types of Awards to be granted to each such
Participant;

     

    (e)           Determine
the number of Shares, or Share equivalents, to be subject to each
Award;

     

    (f)         
  Determine the option price, purchase price, base price, or similar
feature for any Award; and

     

    (g)           Determine
all the terms and conditions of all Award Agreements, consistent with the
requirements of the Plan.

     

    Decisions
of the Committee, or any delegate as permitted by the Plan, will be final,
conclusive, and binding on all Participants.

     

    3.4           Action by the
Committee.  A majority of the members of the Committee will
constitute a quorum for the transaction of business.  Action approved
by a majority of the members present at any meeting at which a quorum is
present, or action in writing by all of the members of the Committee, will be
the valid acts of the Committee.

     

    3.5           Delegation.  Notwithstanding
any other provision of this Section 3, the Committee may delegate to the
Option Committee the authority, subject to such conditions or limitations as the
Committee may designate, to determine the recipients, types, amounts, and terms
of Awards granted to Participants who are not Reporting Persons.

     

    3.6           Liability of Committee
Members.  No member of the Committee or the Option Committee
will be liable for any action or determination made in good faith with respect
to the Plan, any Award, or any Participant.

     

    3.7           Costs of
Plan.  The costs and expenses of administering the Plan will be
borne by Corporation.

     

    4.           DURATION
OF THE PLAN AND SHARES SUBJECT TO THE PLAN

     

    4.1           Duration of the
Plan.  The Plan became effective on August 25, 2005, and
subject to approval by Corporation's shareholders as provided in Section 16
is amended and restated as of the date of such approval.  The Plan
will remain in effect until Awards have been granted covering all the available
Shares or the Plan is otherwise terminated by the Board.  Termination
of the Plan will not affect outstanding Awards.

     

    4.2           Shares Subject to the
Plan.  The shares which may be made subject to Awards under the
Plan are Shares of Common Stock, which may be either authorized and unissued
Shares or reacquired Shares.  No fractional Shares may be issued under
the Plan.  Subject to adjustment pursuant to Section 13, the
maximum number of Shares for which Awards may be granted under the Plan is
2,000,000.  If an Award under the Plan (or any option previously
granted under the Prior Plans) is canceled or expires for any reason prior to
having been fully Vested or exercised by a Participant or is settled in cash in
lieu of Shares or is exchanged for other Awards, all Shares covered by such
Awards will be added back into the number of Shares available for future Awards
under the Plan.

     

    
      
        
           


        

        
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    5.           ELIGIBILITY

     

    Officers
and other key employees of Corporation and its Subsidiaries (including employees
who may also be directors of Corporation or a Subsidiary), Consultants,
Non-Employee Board Directors, and Non-Employee Subsidiary Directors who, in the
Committee's judgment, are or will be contributors to the long-term success of
Corporation are eligible to receive Awards under the Plan.

     

    6.           AWARDS

     

    6.1           Types of
Awards.  The types of Awards that may be granted under the Plan
are:

     

    (a)           Options
governed by Section 7 of the Plan;

     

    (b)           Stock
Appreciation Rights governed by Section 8 of the Plan;

     

    (c)           Restricted
Awards governed by Section 9 of the Plan;

     

    (d)           Performance
Awards governed by Section 10 of the Plan; and

     

    (e)           Other
Stock-Based Awards or combination awards governed by Section 11 of the
Plan.

     

    In the
discretion of the Committee, any Award may be granted alone, in addition to, or
in tandem with other Awards under the Plan.

     

    6.2           General.  Subject
to the limitations of the Plan, the Committee may cause Corporation to grant
Awards to such Participants, at such times, of such types, in such amounts, for
such periods, with such option prices, purchase prices, or base prices, and
subject to such terms, conditions, limitations, and restrictions as the
Committee, in its discretion, deems appropriate.  Awards may be
granted as additional compensation to a Participant or in lieu of other
compensation to such Participant.  A Participant may receive more than
one Award and more than one type of Award under the Plan.

     

    6.3           Nonuniform
Determinations.  The Committee's determinations under the Plan
or under one or more Award Agreements, including, without limitation,
(a) the selection of Participants to receive Awards, (b) the type,
form, amount, and timing of Awards, (c) the terms of specific Award
Agreements, and (d) elections and determinations made by the Committee with
respect to exercise or payments of Awards, need not be uniform and may be made
by the Committee selectively among Participants and Awards, whether or not
Participants are similarly situated.

     

    6.4           Award
Agreements.  Each Award will be evidenced by a written Award
Agreement between Corporation and the Participant.  Award Agreements
may, subject to the provisions of the Plan, contain any provision approved by
the Committee.

     

    
      
        
           


        

        
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    6.5           Provisions Governing All
Awards.  All Awards are subject to the following
provisions:

     

    (a)           Alternative
Awards.  If any Awards are designated in their Award Agreements
as alternative to each other, the exercise of all or part of one Award will
automatically cause an immediate equal (or pro rata) corresponding termination
of the other alternative Award or Awards.

     

    (b)           Rights as
Shareholders.  No Participant will have any rights of a
shareholder with respect to Shares subject to an Award until such Shares are
issued in the name of the Participant.

     

    (c)           Employment
Rights.  Neither the adoption of the Plan nor the granting of
any Award confers on any person the right to continued employment with
Corporation or any Subsidiary or the right to remain as a director of or a
Consultant to Corporation or any Subsidiary, as the case may be, nor does it
interfere in any way with the right of Corporation or a Subsidiary to terminate
such person's employment or to remove such person as a Consultant or as a
director at any time for any reason, or for no reason, with or without
cause.

     

    (d)           Restriction on
Transfer.  Unless otherwise expressly provided in an individual
Award Agreement, no Award (other than Restricted Shares after they Vest) will be
transferable other than by will or the laws of descent and distribution and each
Award will be exercisable (if exercise is required), during the lifetime of the
Participant, only by the Participant or, in the event the Participant becomes
legally incompetent, by the Participant's guardian or legal
representative.  Notwithstanding the foregoing, the Committee, in its
discretion, may provide in any Award Agreement that the Award:

     

    ·           May
be freely transferred;

     

    ·           May
be freely transferred to a class of transferees specified in the Award
Agreement; or

     

    ·           May
be transferred, but only subject to any terms and conditions specified in the
Award Agreement (including, without limitation, a condition that an Award may
only be transferred without payment of consideration).

     

    Furthermore,
notwithstanding the foregoing, any Award may be surrendered to Corporation
pursuant to Section 6.5(h) in connection with the payment of the purchase
or option price of another Award or the payment of the Participant's federal,
state, or local tax withholding obligation with respect to the exercise or
payment of another Award.

     

    (e)           Termination of
Employment.  The terms and conditions under which an Award may
be exercised, if at all, after a Participant's termination of employment or
service as a Non-Employee Board Director, Non-Employee Subsidiary Director, or
Consultant will be determined by the Committee and specified in the applicable
Award Agreement.

     

    
      
        
           


        

        
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    (f)           Change in
Control.  The Committee, in its discretion, may provide in any
Award Agreement that:

     

    (i)        
   In the event of a Change in Control of Corporation, all or a
specified portion of the Award (to the extent then outstanding) will become
immediately Vested to the full extent not previously Vested.  Any such
acceleration of Award Vesting must comply with applicable regulatory
requirements and any Participant will be entitled to decline the accelerated
Vesting of all or any portion of his or her Award, if he or she determines that
such acceleration may result in adverse tax consequences to him or her;
and

     

    (ii)        
  In the event the Board approves a proposal
for:  (i) merger, exchange or consolidation in which Corporation
is not the resulting or surviving corporation (or in which Corporation is the
resulting or surviving corporation but becomes a subsidiary of another
corporation); (ii) transfer of all or substantially all the assets of
Corporation; (iii) sale of 25 percent or more of the combined voting
power of Corporation's Voting Securities; or (iv) the dissolution or
liquidation of Corporation (each, a "Transaction"), the Committee will notify
Participants in writing of the proposed Transaction (the "Proposed Transaction
Notice") at least 30 days prior to the effective date of the proposed
Transaction.  The Committee may, in its sole discretion, and to the
extent possible under the structure of the Transaction, select one of the
following alternatives for treating outstanding Awards under the
Plan:

     

    (a)           The
Committee may provide that outstanding Awards will be converted into or replaced
by Awards of a similar type relating to the securities of the surviving or
acquiring corporation in the Transaction.  The amount and type of
securities subject to and the exercise price (if applicable) of the replacement
or converted Awards will be determined by the Committee based on the exchange
ratio, if any, used in determining shares of the surviving corporation to be
issued to holders of Shares of Corporation.  If there is no exchange
ratio in the Transaction, the Committee will, in making its determination, take
into account the relative values of the companies involved in the Transaction
and such other factors as the Committee deems relevant.  Such
replacement or converted Awards will continue to Vest over the period (and at
the same rate) as the Awards which the replacement or converted Awards replaced,
unless determined otherwise by the Committee;

     

    (b)           The
Committee may provide a 30-day period prior to the consummation of the
Transaction during which all outstanding Awards will tentatively become fully
Vested, and upon consummation of such Transaction, all outstanding and
unexercised Awards will immediately terminate.  If the Committee
elects to provide such 30-day period for the exercise of Awards, the Proposed
Transaction Notice must so state.  Participants, by written notice to
Corporation, may exercise their Awards and, in so exercising the Awards, may
condition such exercise upon, and provide that such exercise will become
effective immediately prior to, the consummation of the Transaction, in which
event Participants need not make payment for any Common Stock to be purchased
upon exercise of an Award until five days after written notice by Corporation to
the Participants that the Transaction has been consummated (the "Transaction
Notice").  If the Transaction is consummated, each Award, to the
extent not previously exercised prior to the consummation of the Transaction,
will terminate and cease being exercisable as of the effective date of such
consummation.  If the Transaction is abandoned, (1) all
outstanding Awards not exercised will continue to be Vested and exercisable, to
the extent such Awards were Vested and exercisable prior to the date of the
Proposed Transaction Notice, and (2) to the extent that any Awards not
exercised prior to such abandonment have become Vested and exercisable solely by
operation of this Section 6.5(f)(ii), such Vesting and exercisability will
be deemed annulled, and the Vesting and exercisability provisions otherwise in
effect will be reinstituted, as of the date of such abandonment; or

     

    
      
        
           


        

        
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    (c)           The
Committee may provide that outstanding Awards that are not fully Vested will
become fully Vested subject to Corporation's right to pay each Participant a
cash amount (determined by the Committee and based on the amount, if any, being
received by Corporation's shareholders in the Transaction) in exchange for
cancellation of the applicable Award.

     

    Unless
the Committee specifically provides otherwise in the change in control provision
for a specific Award Agreement, Awards will become Vested as of a Change in
Control date only if, or to the extent, such acceleration in the Vesting of the
Awards does not result in an "excess parachute payment" within the meaning of
Section 280G(b) of the Code.  The Committee, in its discretion,
may include change in control provisions in some Award Agreements and not in
others, may include different change in control provisions in different Award
Agreements, and may include change in control provisions for some Awards or some
Participants and not for others.

     

    (g)           Conditioning or Accelerating
Benefits.  The Committee, in its discretion, may include in any
Award Agreement a provision conditioning or accelerating the Vesting of an Award
or the receipt of benefits pursuant to an Award, either automatically or in the
discretion of the Committee, upon the occurrence of specified events, including
without limitation, a Change in Control of Corporation (subject to the foregoing
paragraph (f)), a sale of all or substantially all of the property and assets of
Corporation, or an event of the type described in Section 13 of this
Plan.

     

    (h)           Payment of Purchase Price
and Withholding.  The Committee, in its discretion, may include
in any Award Agreement a provision permitting the Participant to pay the
purchase or option price, if any, for the Shares or other property issuable
pursuant to the Award, or the Participant's federal, state, or local tax
withholding obligations with respect to such issuance, in whole or in part by
any one or more of the following methods; provided, however, that the
availability of any one or more methods of payment may be suspended from time to
time if the Committee determines that the use of such payment method would
result in adverse financial accounting treatment for Corporation or adverse tax
treatment for Corporation or the Participant:

     

    (i)           By
delivering previously owned Shares (including fully vested Restricted
Shares);

     

    (ii)          By
surrendering other outstanding Vested Awards under the Plan denominated in
Shares or in Share equivalent units;

     

    
      
        
           


        

        
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    (iii)         By
reducing the number of Shares or other property otherwise Vested and issuable
pursuant to the Award;

     

    (iv)         Unless
specifically prohibited by any applicable statute or rule, including, without
limitation, the provisions of the Sarbanes-Oxley Act of 2002, by delivering to
Corporation a promissory note payable on such terms and over such period as the
Committee may determine;

     

    (v)          By
delivery (in a form approved by the Committee) of an irrevocable direction to a
securities broker acceptable to the Committee (subject to the provisions of the
Sarbanes-Oxley Act of 2002 and any other applicable statute or
rule):

     

    (a)           To
sell Shares subject to the Award and to deliver all or a part of the sales
proceeds to Corporation in payment of all or a part of the option or purchase
price and taxes or withholding taxes attributable to the issuance;
or

     

    (b)           To
pledge Shares subject to the Award to the broker as security for a loan and to
deliver all or a part of the loan proceeds to Corporation in payment of all or a
part of the option or purchase price and taxes or withholding taxes attributable
to the issuance; or

     

    (vi)         In
any combination of the foregoing or in any other form approved by the
Committee.

     

    Shares
withheld or surrendered as described above will be valued based on their Fair
Market Value on the date of the transaction.  Any Shares withheld or
surrendered with respect to a Reporting Person will be subject to such
additional conditions and limitations as the Committee may impose to comply with
the requirements of the Exchange Act.

     

    (i)           Reporting
Persons.  With respect to all Awards granted to Reporting
Persons, the following limitations will apply only if or to the extent required
by Rule 16b-3 under the Exchange Act, unless the Award Agreement provides
otherwise:

     

    (i)           Awards
requiring exercise will not be exercisable until at least six months after the
date the Award was granted, except in the case of the death or Disability of the
Participant; and

     

    (ii)          Shares
issued pursuant to any other Award may not be sold by the Participant for at
least six months after acquisition, except in the case of the death or
Disability of the Participant.

     

    Award
Agreements for Awards to Reporting Persons must also comply with any future
restrictions imposed by such Rule 16b-3.

     

    (j)           Service
Periods.  At the time of granting an Award, the Committee may
specify, by resolution or in the Award Agreement, the period or periods of
service performed or to be performed by the Participant in connection with the
grant of the Award.

     

    
      
        
        

      

      
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    (k)           Prohibition on Repricing of
Options and Stock Appreciation Rights.  Except for adjustments
pursuant to Section 13, at no time shall the exercise price of an Option or the
base price of a Stock Appreciation Right granted under the Plan be subsequently
repriced during the period of its exercisability.  For purposes of
this Section, repricing means any of the following or any other action that has
the same effect:

     

    (i)           Lowering
the exercise or base price after the Option or Stock Appreciation Right is
granted;

     

    (ii)          Any
other action that is treated as a repricing under generally accepted accounting
principles; or

     

    (iii)         Canceling
an Option or Stock Appreciation Right at a time when its exercise or base price
exceeds the Fair Market Value of the underlying Shares, in exchange for another
Award, unless the cancellation and exchange occurs in connection with a merger,
acquisition, spin-off or other similar corporate transaction.

     

    7.           OPTIONS

     

    7.1           Types of
Options.  Options granted under the Plan may be in the form of
Incentive Stock Options or Nonqualified Options.  The grant of each
Option and the Award Agreement governing each Option will identify the Option as
an ISO or an NQO.  In the event the Code is amended to provide for
tax-favored forms of stock options other than or in addition to Incentive Stock
Options, the Committee may grant Options under the Plan meeting the requirements
of such forms of options.

     

    7.2           General.  All
Options will be subject to the terms and conditions set forth in Section 6
and this Section 7 and Award Agreements governing Options may contain such
additional terms and conditions, not inconsistent with the express provisions of
the Plan, as the Committee deems desirable.

     

    7.3           Option
Price.  Each Award Agreement for Options will state the option
exercise price per Share of Common Stock purchasable under the Option, which may
not be less than 100 percent of the Fair Market Value of a Share on the
date of grant for all Options.

     

    7.4           Option
Term.  The Award Agreement for each Option will specify the
term of each Option, which may be unlimited or may have a specified period
during which the Option may be exercised, as determined by the
Committee.

     

    7.5           Time of
Exercise.  The Award Agreement for each Option will specify, as
determined by the Committee:

     

    (a)           The
time or times when the Option becomes exercisable and whether the Option becomes
exercisable in full or in graduated amounts based
on:  (i) continuation of employment over a period specified in
the Award Agreement, (ii) satisfaction of performance goals or criteria
specified in the Award Agreement, or (iii) a combination of continuation of
employment and satisfaction of performance goals or criteria;

     

    
      
        
           


        

        
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    (b)           Such
other terms, conditions, and restrictions as to when the Option may be exercised
as determined by the Committee; and

     

    (c)           The
extent, if any, to which the Option will remain exercisable after the
Participant ceases to be an employee, Consultant, or director of Corporation or
a Subsidiary.

     

    An Award
Agreement for an Option may, in the discretion of the Committee, provide
whether, and to what extent, the time when an Option becomes exercisable may be
accelerated or otherwise modified (i) in the event of the death,
Disability, or Retirement of the Participant, or (ii) upon the occurrence
of a Change in Control.  The Committee may, at any time in its
discretion, accelerate the time when all or any portion of an outstanding Option
becomes exercisable.

     

    7.6           Special Rules for Incentive
Stock Options.  In the case of an Option designated as an
Incentive Stock Option, the terms of the Option and the Award Agreement will
conform with the statutory and regulatory requirements specified pursuant to
Section 422 of the Code, as in effect on the date such ISO is
granted.  ISOs may be granted only to employees of Corporation or a
Subsidiary.  ISOs may not be granted under the Plan after August 20,
2019, unless the ten-year limitation of Section 422(b)(2) of the Code is
removed or extended.

     

    7.7           Restricted
Shares.  In the discretion of the Committee, the Shares
issuable upon exercise of an Option may be Restricted Shares if so provided in
the Award Agreement for the Option.

     

    7.8           Limitation on Number of
Shares Subject to Options.  The aggregate number of Incentive
Stock Options that may be granted under the Plan may not exceed 800,000 Shares,
and in no event may Options (whether or not ISOs) for more than 300,000 Shares
be granted to any individual under the Plan during any fiscal year.

     

    8.           STOCK
APPRECIATION RIGHTS

     

    8.1           General.  Stock
Appreciation Rights are subject to the terms and conditions set forth in
Section 6 and this Section 8 and Award Agreements governing Stock
Appreciation Rights may contain such additional terms and conditions, not
inconsistent with the express terms of the Plan, as the Committee deems
desirable.

     

    8.2           Nature of Stock Appreciation
Right.  A Stock Appreciation Right is an Award entitling a
Participant to receive an amount equal to the excess (or, if the Committee
determines at the time of grant, a portion of the excess) of the Fair Market
Value of a Share of Common Stock on the date of exercise of the SAR over the
base price, as described below, on the date of grant of the SAR, multiplied by
the number of Shares with respect to which the SAR is being
exercised.  The base price will be designated by the Committee in the
Award Agreement for the SAR and may be the Fair Market Value of a Share on the
grant date of the SAR or such other higher price as the Committee
determines.  The base price may not be less than the Fair Market Value
of a Share on the grant date of the SAR.

     

    
      
        
           


        

        
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      8.3           Exercise.  A
Stock Appreciation Right may be exercised by a Participant in accordance with
procedures established by the Committee.  The Committee may also
provide that a SAR will be automatically exercised on one or more specified
dates or upon the satisfaction of one or more specified
conditions.  In the case of SARs granted to Reporting Persons,
exercise of the SARs will be limited by the Committee to the extent required to
comply with the applicable requirements of Rule 16b-3 under the Exchange
Act.

       

      8.4           Form of
Payment.  Payment upon exercise of a Stock Appreciation Right
must be made in Shares, provided that the Committee may provide in an Award
Agreement that a Stock Appreciation Right may be settled using cash or
installments (a "Cash Settled SAR") if the Committee determines that under the
terms of such Award Agreement the Cash Settled SAR will comply with the
requirements of Section 409A.

       

      8.5           Limitation on Number of
Stock Appreciation Rights.  In no event may more than 300,000
Stock Appreciation Rights be granted to any individual under the Plan during any
fiscal year.

       

      9.          
RESTRICTED AWARDS

       

      9.1           Types of Restricted
Awards.  Restricted Awards granted under the Plan may be in the
form of either Restricted Shares or Restricted Stock Units.

       

      (a)           Restricted
Shares.  A Restricted Share is an Award of Shares transferred
to a Participant subject to such terms and conditions as the Committee deems
appropriate, including, without limitation, restrictions on the sale,
assignment, transfer, or other disposition of such Restricted Shares and may
include a requirement that the Participant forfeit such Restricted Shares back
to Corporation upon termination of Participant's employment (or service as a
Non-Employee Board Director, Non-Employee Subsidiary Director, or Consultant)
for specified reasons within a specified period of time or upon other
conditions, as set forth in the Award Agreement for such Restricted
Shares.  Each Participant receiving a Restricted Share will be issued
a stock certificate in respect of such Shares, registered in the name of such
Participant, and will execute a stock power in blank with respect to the Shares
evidenced by such certificate.  The certificate evidencing such
Restricted Shares and the stock power will be held in custody by Corporation
until the Restrictions have lapsed.

       

      (b)           Restricted Stock
Units.  A Restricted Stock Unit is an Award of units (with each
unit having a value equivalent to one Share) granted to a Participant subject to
such terms and conditions as the Committee deems appropriate, and may include a
requirement that the Participant forfeit such Restricted Stock Units upon
termination of Participant's employment (or service as a Non-Employee Board
Director, Non-Employee Subsidiary Director, or Consultant) for specified reasons
within a specified period of time or upon other conditions, as set forth in the
Award Agreement for such Restricted Stock Units.  Under Section 409A,
Restricted Stock Unit Awards may be treated, for income tax purposes, as
deferred compensation arrangements.  In each Award Agreement for each
Restricted Stock Unit Award, the Committee will (a) specify the Settlement
Period and (b) set the other terms and conditions of the Award Agreement so that
the Restricted Stock Unit Award will comply with all applicable requirements of
Section 409A.


      
        
           


        

        
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      9.2           General.  Restricted
Awards are subject to the terms and conditions of Section 6 and this
Section 9 and Award Agreements governing Restricted Awards may contain such
additional terms and conditions, not inconsistent with the express provisions of
the Plan, as the Committee deems desirable.

       

      9.3           Restriction
Period.  Award Agreements for Restricted Awards will provide
that Restricted Awards, and the Shares subject to Restricted Awards, may not be
transferred, and may provide that, in order for a Participant to Vest in such
Restricted Awards, the Participant must remain in the employment (or remain as a
Non-Employee Board Director, Non-Employee Subsidiary Director, or Consultant) of
Corporation or its Subsidiaries, subject to relief for reasons specified in the
Award Agreement, for a period commencing on the grant date of the Award and
ending on such later date or dates as the Committee may designate at the time of
the Award (the "Restriction Period").  During the Restriction Period,
a Participant may not sell, assign, transfer, pledge, encumber, or otherwise
dispose of Shares received under or governed by a Restricted Award
grant.  The Committee, in its sole discretion, may provide for the
lapse of restrictions in installments during the Restriction
Period.  Upon expiration of the applicable Restriction Period (or
lapse of Restrictions during the Restriction Period where the Restrictions lapse
in installments) the Participant will be entitled to settlement of the
Restricted Award or portion thereof, as the case may be.  Although
Restricted Awards will usually Vest based on continued employment (or service as
a Non-Employee Board Director, Non-Employee Subsidiary Director, or Consultant)
and Performance Awards under Section 10 will usually Vest based on
attainment of Performance Goals, the Committee, in its discretion, may condition
Vesting of Restricted Awards on attainment of Performance Goals as well as
continued employment (or service as a Non-Employee Board Director, Non-Employee
Subsidiary Director, or Consultant).  In such case, the Restriction
Period for such a Restricted Award will include the period prior to satisfaction
of the Performance Goals.

       

      9.4           Forfeiture.  If
a Participant ceases to be an employee (or Consultant, Non-Employee Board
Director, or Non-Employee Subsidiary Director) of Corporation or a Subsidiary
during the Restriction Period for any reason other than reasons which may be
specified in an Award Agreement (such as death, Disability, or Retirement) the
Award Agreement may require that all non-Vested Restricted Awards previously
granted to the Participant be forfeited and returned to
Corporation.

       

      9.5           Settlement of Restricted
Awards.

       

      (a)           Restricted
Shares.  Upon Vesting of a Restricted Share Award, the legend
on such Shares will be removed, the Participant's stock power will be returned
and the Shares will no longer be Restricted Shares.

       

      (b)           Restricted Stock
Units.  Within the Settlement Period after Vesting of a
Restricted Stock Unit Award, a Participant will be entitled to receive payment
for Restricted Stock Units in an amount equal to the aggregate Fair Market Value
of the Shares covered by such Restricted Stock Units at the expiration of the
applicable Restriction Period.  Payment in settlement of a Restricted
Stock Unit will be made during the Settlement Period following the conclusion of
the applicable Restriction Period in cash, in installments, or in Shares equal
to the number of Restricted Stock Units or in any other manner or combination of
such methods as the Committee, in its sole discretion, determines.

      

        
          
             


          

          
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      9.6           Rights as a
Shareholder.  A Participant has, with respect to unforfeited
Shares received under a grant of Restricted Shares, all the rights of a
shareholder of Corporation, including the right to vote the shares, and the
right to receive any cash dividends.  Stock dividends issued with
respect to Restricted Shares will be treated as additional Shares covered by the
grant of Restricted Shares and will be subject to the same
Restrictions.  A Participant will have no rights as a shareholder with
respect to a Restricted Stock Unit Award until Shares are issued to the
Participant in settlement of the Award.

       

      9.7           Limitation in Number of
Restricted Awards.  The aggregate number of shares subject to
Restricted Share Awards and Restricted Stock Unit Awards that may be granted
under the Plan may not exceed 750,000 Shares, and in no event may Restricted
Awards representing more than 300,000 Shares be granted to any individual under
the Plan during any fiscal year.

       

      10.         PERFORMANCE
AWARDS

       

      10.1         General.  Performance
Awards are subject to the terms and conditions set forth in Section 6 and
this Section 10 and Award Agreements governing Performance Awards may
contain such other terms and conditions not inconsistent with the express
provisions of the Plan, as the Committee deems desirable.

       

      10.2         Nature of Performance
Awards.  A Performance Award is an Award of units (with each
unit having a value equivalent to one Share) granted to a Participant subject to
such terms and conditions as the Committee deems appropriate, including, without
limitation, the requirement that the Participant forfeit all or a portion of
such Performance Award in the event specified performance criteria are not met
within a designated period of time.  Under Section 409A, Performance
Awards may be treated, for income tax purposes, as deferred compensation
arrangements.  In the Award Agreement for each Performance Award, the
Committee will (a) specify the Settlement Period, and (b) set the other terms
and conditions of the Award Agreement so that the Performance Award will comply
with all applicable requirements of Section 409A.

       

      10.3         Performance
Cycles.  For each Performance Award, the Committee will
designate a performance period (the "Performance Cycle") with a duration to be
determined by the Committee in its discretion within which specified Performance
Goals are to be attained.  There may be several Performance Cycles in
existence at any one time and the duration of Performance Cycles may differ from
each other.

       

      10.4         Performance
Goals.  The Committee will establish Performance Goals for each
Performance Cycle on the basis of such criteria and to accomplish such
objectives as the Committee may from time to time select.  Performance
Goals may be based on (i) performance criteria for Corporation, a
Subsidiary, or an operating group, (ii) a Participant's individual
performance, or (iii) a combination of both.  Performance Goals
may include objective and subjective criteria.  During any Performance
Cycle, the Committee may adjust the Performance Goals for such Performance Cycle
as it deems equitable in recognition of unusual or nonrecurring events affecting
Corporation, changes in applicable tax laws or accounting principles, or such
other factors as the Committee may determine.

      

        
          
             


          

          
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      10.5         Performance Goals for
Executive Officers.  The Performance Goals for Performance
Awards granted to executive officers of Corporation may relate to corporate
performance, business unit performance, or a combination of both.

       

      (a)           Corporate
Performance Goals will be based on financial performance goals related to the
performance of Corporation as a whole and may include one or more measures
related to earnings, profitability, cash flow (including measures based on
Earnings Before Interest, Taxes, Depreciation, and Amortization [EBITDA]),
efficiency, or return to shareholders such as earnings per share, operating
income, stock price, costs of production, revenue growth, return on equity,
return on assets or return on invested capital.

       

      (b)           Business
unit Performance Goals will be based on a combination of financial goals and
strategic goals related to the performance of an identified business unit for
which a Participant has responsibility.  Strategic goals for a
business unit may include one or a combination of objective factors relating to
success in implementing strategic plans or initiatives, introducing products,
constructing facilities, developing software, or other identifiable
objectives.  Financial goals for a business unit may include the
degree to which the business unit achieves one or more objective measures
related to its revenues, earnings, profitability, efficiency, operating income,
costs of production, cash flow, return on equity, return on assets, or return on
invested capital.

       

      (c)           Any
corporate or business unit Performance Goals may be expressed as absolute
amounts or as ratios or percentages.  Success may be measured against
various standards, including budget targets, improvement over prior periods, and
performance relative to other companies, business units, or industry
groups.

       

      10.6         Determination of
Awards.  As soon as practicable after the end of a Performance
Cycle, the Committee will determine the extent to which Performance Awards have
been earned on the basis of performance in relation to the established
Performance Goals.

       

      10.7         Timing and Form of
Payment.  Settlement of earned Performance Awards will be made
to the Participant within the Settlement Period after the expiration of the
Performance Cycle and the Committee's determination under Section 10.6, in the
form of cash, installments, Shares, or any combination of the foregoing or in
any other form as the Committee determines.

       

      10.8         Limitation on Number of
Performance Awards.  In no event may Performance Awards
representing more than 300,000 Shares be granted to any individual under the
Plan during any fiscal year.

       

      11.         OTHER
STOCK-BASED AND COMBINATION AWARDS

       

      11.1         Other Stock-Based
Awards.  The Committee may grant other Awards under the Plan
pursuant to which Shares are or may in the future be acquired, or Awards
denominated in or measured by Share equivalent units, including Awards valued
using measures other than the market value of Shares.  Other
Stock-Based Awards are not restricted to any specific form or structure and may
include, without limitation, Share purchase warrants, other rights to acquire
Shares, and securities convertible into or redeemable for
Shares.  Other Stock-Based Awards may be granted either alone, in
addition to, or in tandem with, any other type of Award granted under the
Plan.

      

        
          
             


          

          
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      11.2         Combination
Awards.   The Committee may also grant Awards under the
Plan in tandem or combination with other Awards or in exchange of Awards, or in
tandem or combination with, or as alternatives to, grants or rights under any
other employee plan of Corporation, including the plan of any acquired
entity.  No action authorized by this section will reduce the amount
of any existing benefits or change the terms and conditions thereof without the
Participant's consent.

       

      12.         DIVIDEND
EQUIVALENTS

       

      Any Award
may, to the extent provided in its Award Agreement, at the discretion of the
Committee, earn dividend equivalents.  In respect of any such Award
that is outstanding on a dividend record date for Common Stock, the Participant
may be credited with an amount equal to the amount of cash or stock dividends
that would have been paid on the Shares covered by such Award, had such covered
Shares been issued and outstanding on such dividend record date.  The
Committee will establish such rules and procedures governing the crediting of
dividend equivalents, including the timing, form of payment, and payment
contingencies of such dividend equivalents, as it deems appropriate or
necessary.

       

      13.         ADJUSTMENTS
UPON CHANGES IN CAPITALIZATION, ETC.

       

      13.1         Plan Does Not Restrict
Corporation.  The existence of the Plan and the Awards granted
under the Plan will not affect or restrict in any way the right or power of the
Board or the shareholders of Corporation to make or authorize any adjustment,
recapitalization, reorganization, or other change in Corporation's capital
structure or its business, any merger or consolidation of Corporation, any issue
of bonds, debentures, preferred or prior preference stocks ahead of or affecting
Corporation's capital stock or the rights thereof, the dissolution or
liquidation of Corporation or any sale or transfer of all or any part of its
assets or business, or any other corporate act or proceeding.


      13.2         Adjustments to Shares
Subject to the Plan and Outstanding Awards.  In the event of a
stock split (including a reverse stock split), a dividend or distribution paid
in Common Stock, or a recapitalization of or affecting Common Stock, the
aggregate number and kind of shares reserved for issuance under the Plan, the
maximum limitations on the number of shares that may be issued as Awards granted
to a single Participant in any fiscal year under the Plan, the number, kind, and
price per share subject to each outstanding Option and SAR and the number and
kind of shares subject to other Awards granted under the Plan, will
automatically be adjusted proportionately, or substituted, to reflect the effect
of such stock split, distribution paid in Common Stock, or
recapitalization.  In the event of any merger or consolidation,
separation (including a spin off), a reorganization (whether or not such
reorganization comes within the definition of such term in Section 368 of the
Code), any partial or complete liquidation, or any other change in corporate
capitalization not specifically addressed in the preceding sentence, the
Committee may make such adjustments or substitution in the aggregate number and
kind of shares reserved for issuance under the Plan, the maximum limitations on
the number of shares that may be issued as Awards granted to a single
Participant under the Plan, the number, kind, and price per share subject to
each outstanding Option and SAR, the number and kind of shares subject to other
outstanding Awards under the Plan and/or such other equitable adjustments or
substitutions as it may determine to be appropriate in its sole
discretion.

      

        
          
             


          

          
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      14.         AMENDMENT
AND TERMINATION

       

        
The Board may amend, suspend, or terminate the Plan or any portion of the Plan
at any time, provided that no amendment may be made without shareholder approval
if such approval is required by applicable law or the requirements of an
applicable stock exchange or registered securities association.

       

      15.         MISCELLANEOUS

       

      15.1          Tax
Withholding.  Corporation has the right to deduct from any
settlement of any Award under the Plan, including the delivery or Vesting of
Shares or Awards, any federal, state, or local taxes of any kind required by law
to be withheld with respect to such payments or to take such other action as may
be necessary in the opinion of Corporation to satisfy all obligations for the
payment of such taxes.  The recipient of any payment or distribution
under the Plan has the obligation to make arrangements satisfactory to
Corporation for the satisfaction of any such tax withholding
obligations.  Corporation will not be required to make any such
payment or distribution under the Plan until such obligations are
satisfied.

       

      15.2         Unfunded
Plan.  The Plan will be unfunded and Corporation will not be
required to segregate any assets that may at any time be represented by Awards
under the Plan.  Any liability of Corporation to any person with
respect to any Award under the Plan will be based solely upon any contractual
obligations that may be effected pursuant to the Plan.  No such
obligation of Corporation will be deemed to be secured by any pledge of, or
other encumbrance on, any property of Corporation.

       

      15.3         Annulment of
Awards.  Any Award Agreement may provide, in the discretion of
the Committee, that the grant of an Award payable in cash is revocable until
cash is paid in settlement of the Award or that grant of an Award payable in
Shares is revocable until the Participant becomes entitled to the certificate in
settlement of the Award.  In the event the employment (or service as a
Non-Employee Board Director, Non-Employee Subsidiary Director, or Consultant) of
a Participant is terminated for cause (as defined below), any Award that is
revocable will be annulled as of the date of such termination for
cause.  For the purpose of this Section 15.3, the term "for
cause" has the meaning set forth in the Participant's employment agreement, if
any, or otherwise means any discharge (or removal) for material or flagrant
violation of the policies and procedures of Corporation or for other performance
or conduct which is materially detrimental to the best interests of Corporation,
as determined by the Committee.


      
        
           


        

        
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      15.4         Engaging in Competition With
Corporation.  Any Award Agreement may provide, in the
discretion of the Committee, that, if a Participant terminates employment (or
service as a Non-Employee Board Director, Non-Employee Subsidiary Director, or
Consultant) with Corporation or a Subsidiary for any reason whatsoever, and
within a period of time (as specified in the Award Agreement) after the date of
such termination accepts employment with any competitor of (or otherwise engages
in competition with) Corporation, the Committee, in its sole discretion, may
require such Participant to return to Corporation the economic value of any
Award that is realized or obtained (measured at the date of exercise, Vesting,
or payment) by such Participant at any time during the period beginning on the
date that is six months prior to the date of such Participant's termination of
employment (or service as a Non-Employee Board Director, Non-Employee Subsidiary
Director, or Consultant) with Corporation.

       

      15.5         Other Corporation Benefit
and Compensation Programs.  Payments and other benefits
received by a Participant under an Award made pursuant to the Plan are not to be
deemed a part of a Participant's regular, recurring compensation for purposes of
the termination indemnity or severance pay law of any state or country and will
not be included in, or have any effect on, the determination of benefits under
any other employee benefit plan or similar arrangement provided by Corporation
or a Subsidiary unless expressly so provided by such other plan or arrangements,
or except where the Committee expressly determines that an Award or portion of
an Award should be included to accurately reflect competitive compensation
practices or to recognize that an Award has been made in lieu of a portion of
cash compensation.  Awards under the Plan may be made in combination
with or in tandem with, or as alternatives to, grants, awards, or payments under
any other Corporation or Subsidiary plans, arrangements, or
programs.  The Plan notwithstanding, Corporation or any Subsidiary may
adopt such other compensation programs and additional compensation arrangements
as it deems necessary to attract, retain, and reward employees and directors for
their service with Corporation and its Subsidiaries.

       

      15.6         Securities Law
Restrictions.  No Shares may be issued under the Plan unless
counsel for Corporation is satisfied that such issuance will be in compliance
with applicable federal and state securities laws.  Certificates for
Shares delivered under the Plan may be subject to such stop-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 stock exchange or registered securities association upon which the Common
Stock is then listed or quoted, and any applicable federal or state securities
laws.  The Committee may cause a legend or legends to be put on any
such certificates to make appropriate reference to such
restrictions.

       

      15.7         Governing
Law.  Except with respect to references to the Code or federal
securities laws, the Plan and all actions taken thereunder will be governed by
and construed in accordance with the laws of the state of Oregon.

       

      16.         SHAREHOLDER
APPROVAL

       

      The
amendment and restatement of the Plan is expressly subject to the approval of
the Plan, as amended and restated, by a majority of the total votes cast at a
meeting of Corporation's shareholders duly held in accordance with the
requirements of the Oregon Business Corporation Act and Corporation's
Bylaws.  If such approval is not obtained on or before
September 30, 2009, the Plan will continue in effect without the amendments
reflected herein.


      
        
           


        

        
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