Andatee
China Marine Fuel Services Corporation

    2009
Equity Incentive Plan

    


    TABLE
OF CONTENTS

     

    
      
        	 	 	
                Page

              
	 	 	 
	
                1.

              	
                Purpose
      and Objectives

              	
                2

              
	
                 
      

              	 
      	 
      
	
                2.

              	
                Definitions

              	
                2

              
	 
      	 
      	 
      
	
                3.

              	
                Administration

              	
                4

              
	 
      	 
      	 
      
	
                4.

              	
                Grants

              	
                4

              
	 
      	 
      	 
      
	
                5.

              	
                Shares
      Subject to the Plan

              	
                4

              
	 
      	 
      	 
      
	
                6.

              	
                Eligibility
      for Participation

              	
                5

              
	 
      	 
      	 
      
	
                7.

              	
                Options

              	
                5

              
	 
      	 
      	 
      
	
                8.

              	
                Stock
      Units

              	
                7

              
	 
      	 
      	 
      
	
                9.

              	
                Stock
      Awards

              	
                8

              
	 
      	 
      	 
      
	
                10.

              	
                Stock
      Appreciation Rights and Other Stock-Based Awards

              	
                8

              
	 
      	 
      	 
      
	
                11.

              	
                Qualified
      Performance-Based Compensation

              	
                9

              
	 
      	 
      	 
      
	
                12.

              	
                Deferrals

              	
                10

              
	 
      	 
      	 
      
	
                13.

              	
                Withholding
      of Taxes

              	
                10

              
	 
      	 
      	 
      
	
                14.

              	
                Transferability
      of Grants

              	
                10

              
	 
      	 
      	 
      
	
                15.

              	
                Consequences
      of a Change of Control

              	
                11

              
	 
      	 
      	 
      
	
                16.

              	
                Requirements
      for Issuance of Shares

              	
                11

              
	 
      	 
      	 
      
	
                17.

              	
                Amendment
      and Termination of the Plan

              	
                11

              
	 
      	 
      	 
      
	
                18.

              	
                Miscellaneous

              	
                12

              


      

    


    
      
         


      

      
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    Andatee
China Marine Fuel Services Corporation

    


    2009
Equity Incentive Plan

    


    1.           Purpose and
Objectives

    


    The Andatee China Marine Fuel Services
Corporation 2009 Equity Incentive Plan (the "Plan") is designed to align the
interests of (i) designated employees of Andatee China Marine Fuel Services
Corporation (the "Company") and its subsidiaries, (ii) non-employee members
of the board of directors of the Company, and (iii) consultants and key
advisors of the Company and its subsidiaries with the interests of the Company's
stockholders and to provide incentives for such persons to exert maximum efforts
for the success of the Company. By extending the opportunity to receive grants
of stock options, stock units, stock awards, stock appreciation rights and other
stock-based awards, the Company believes that the Plan will encourage the
participants to contribute materially to the growth of the Company, thereby
benefiting the Company's shareholders, and will align the economic interests of
the participants with those of the shareholders. The Plan may furthermore be
expected to benefit the Company and its stockholders by making it possible for
the Company to attract and retain the best available talent. The Plan shall be
effective as of July _, 2009, subject to approval by the shareholders of the
Company.

    


    2.           Definitions

    


    Whenever used in this Plan, the
following terms will have the respective meanings set forth below:

    


    (a)           "Board"
means the Company's Board of Directors.

    


    (b)           "Cause"
means, except to the extent otherwise specified by the Committee, a finding by
the Committee of a Participant's incompetence in the performance of duties,
disloyalty, dishonesty, theft, embezzlement, or unauthorized disclosure of
customer lists, product lines, processes or trade secrets of the Employer,
individually or as an employee, partner, associate, officer or director of any
organization.

    


    (c)           "Change
of Control" shall be deemed to have occurred if:

    


    (i)            Any
"person" (as such term is used in sections 13(d) and 14(d) of the Exchange Act)
becomes a "beneficial owner" (as defined in Rule 13d-3 under the Exchange
Act), directly or indirectly, of securities of the Company representing more
than 50% of the voting power of the then outstanding securities of the Company;
provided that a Change of Control shall not be deemed to occur as a result of a
transaction in which the Company becomes a subsidiary of another corporation and
in which the shareholders of the Company, immediately prior to the transaction,
will beneficially own, immediately after the transaction, shares entitling such
shareholders to more than 50% of all votes to which all shareholders of the
parent corporation would be entitled in the election of directors;

    


    (ii)            The
consummation of (i) a merger or consolidation of the Company with another
corporation where the shareholders of the Company, immediately prior to the
merger or consolidation, will not beneficially own, immediately after the merger
or consolidation, shares entitling such shareholders to more than 50% of all
votes to which all shareholders of the surviving corporation would be entitled
in the election of directors, (ii) a sale or other disposition of all or
substantially all of the assets of the Company, or (iii) a liquidation or
dissolution of the Company; or

    


    (d)           "Code"
means the Internal Revenue Code of 1986, as amended.

    


    (e)           "Committee"
means the Compensation Committee of the Board or another committee appointed by
the Board to administer the Plan. Grants that are intended to be "qualified
performance-based compensation" under section 162(m) of the Code shall be
made by a committee that consists of two or more persons appointed by the Board,
all of whom shall be "outside directors" as defined under section 162(m) of
the Code and related Treasury regulations.

    


    (f)           "Company"
means Andatee China Marine Fuel Services Corporation and any successor
corporation.


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    (g)           "Company
Stock" means the common stock of the Company.

    


    (h)           "Consultant"
means a consultant or advisor who performs services for the Employer and who
renders bona fide services to the Employer, if the services are not in
connection with the offer and sale of securities in a capital-raising
transaction and the Consultant does not directly or indirectly promote or
maintain a market for the Employer's securities.

    


    (i)           "Disability"
means a Participant's becoming disabled within the meaning of
section 22(e)(3) of the Code, within the meaning of the Employer's
long-term disability plan applicable to the Participant, or as otherwise
determined by the Committee.

    


    (j)           "Effective
Date" of the Plan means June __, 2009, subject to approval of the Plan by the
shareholders of the Company.

    


    (k)           "Employee"
means an employee of the Employer (including an officer or director who is also
an employee).

    


    (l)           "Employer"
means the Company and its subsidiaries.

    


    (m)           "Exchange
Act" means the Securities Exchange Act of 1934, as amended.

    


    (n)           "Exercise
Price" means the per share price at which shares of Company Stock may be
purchased under an Option, as designated by the Committee.

    


    (o)           "Fair
Market Value" of Company Stock means, unless the Committee determines otherwise
with respect to a particular Grant, (i) if the principal trading market for
the Company Stock is the American Stock Exchange or another national securities
exchange, the "closing transaction" price at which shares of Company Stock are
traded on such securities exchange on the relevant date or (if there were no
trades on that date) the latest preceding date upon which a sale was reported,
(ii) if the Company Stock is not principally traded on a national
securities exchange, but is quoted on The Nasdaq Stock Market, Inc.
National Market System ("NMS") or Small-Cap Market ("Small-Cap"), the OTC
Bulletin Board ("OTCBB") or the Pink Sheets, the last reported "closing
transaction" price of Company Stock on the relevant date, as reported by the
NMS, Small-Cap, OTCBB or Pink Sheets, or, if not so reported, as reported in a
customary financial reporting service, as the Committee determines, or
(iii) if the Company Stock is not publicly traded or, if publicly traded,
is not subject to reported closing transaction prices as set forth above, the
Fair Market Value per share shall be as determined by the Committee.
Notwithstanding the foregoing, for federal, state and local income tax purposes,
the Fair Market Value may be determined by the Committee in accordance with
uniform and non-discriminatory standards adopted by it from time to
time.

    


    (p)           "Grant"
means an Option, Stock Unit, Stock Award, SAR or Other Stock-Based Award granted
under the Plan.

    


    (q)           "Grant
Agreement" means the written instrument that sets forth the terms and conditions
of a Grant, including all amendments thereto.

    


    (r)           "Incentive
Stock Option" means an Option that is intended to meet the requirements of an
incentive stock option under section 422 of the Code.

    


    (s)           "Non-Employee
Director" means a member of the Board who is not an employee of the
Employer.

    


    (t)           "Nonqualified
Stock Option" means an Option that is not intended to be taxed as an incentive
stock option under section 422 of the Code.

    


    (u)           "Option"
means an option to purchase shares of Company Stock, as described in
Section 7.


    
      
         


      

      
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    (v)           "Other
Stock-Based Award" means any Grant based on, measured by or payable in Company
Stock (other than a Grant described in Sections 7, 8 or 9 of the Plan), as
described in Section 10.

    


    (w)           "Participant"
means an Employee, Consultant or Non-Employee Director designated by the
Committee to participate in the Plan.

    


    (x)           "Plan"
means this Andatee China Marine Fuel Services Corporation 2009 Equity Incentive
Plan, as in effect from time to time.

    


    (y)           "SAR"
means a stock appreciation right as described in Section 10.

    


    (z)           "Stock
Award" means an award of Company Stock as described in
Section 9.

    


    (aa)           "Stock
Unit" means an award of a phantom unit representing a share of Company Stock, as
described in Section 8.

    


    3.           Administration

     

    (a)           Committee.  The
Plan shall be administered and interpreted by the Committee. Ministerial
functions may be performed by an administrative committee comprised of Company
employees appointed by the Committee.

     

    (b)           Committee
Authority.  The Committee shall have the sole authority to
(i) determine the Participants to whom Grants shall be made under the Plan,
(ii) determine the type, size and terms and conditions of the Grants to be
made to each such Participant, (iii) determine the time when the grants
will be made and the duration of any applicable exercise or restriction period,
including the criteria for exercisability and the acceleration of
exercisability, (iv) amend the terms and conditions of any previously
issued Grant, subject to the provisions of Section 17 below, and
(v) deal with any other matters arising under the Plan.

     

    (c)           Committee
Determinations.  The Committee shall have full power and
express discretionary authority to administer and interpret the Plan, to make
factual determinations and to adopt or amend such rules, regulations, agreements
and instruments for implementing the Plan and for the conduct of its business as
it deems necessary or advisable, in its sole discretion. The Committee's
interpretations of the Plan and all determinations made by the Committee
pursuant to the powers vested in it hereunder shall be conclusive and binding on
all persons having any interest in the Plan or in any awards granted hereunder.
All powers of the Committee shall be executed in its sole discretion, in the
best interest of the Company, not as a fiduciary, and in keeping with the
objectives of the Plan and need not be uniform as to similarly situated
Participants.

    


    4.           Grants

    


    (a)           Grants
under the Plan may consist of Options as described in Section 7, Stock
Units as described in Section 8, Stock Awards as described in
Section 9, and SARs or Other Stock-Based Awards as described in
Section 10. All Grants shall be subject to such terms and conditions as the
Committee deems appropriate and as are specified in writing by the Committee to
the Participant in the Grant Agreement.

    


    (b)           All
Grants shall be made conditional upon the Participant's acknowledgement, in
writing or by acceptance of the Grant, that all decisions and determinations of
the Committee shall be final and binding on the Participant, his or her
beneficiaries and any other person having or claiming an interest under such
Grant. Grants under a particular Section of the Plan need not be uniform as
among the Participants.

    


    5.           Shares Subject to the
Plan

     

    (a)           Shares
Authorized.  The aggregate number of shares of Company Stock
that may be issued under the Plan is 5,000,000 shares, subject to adjustment as
described in subsection (e) below.

     

    (b)           Limit on Stock Awards, Stock Units,
SARs and Other Stock-Based Awards.  Within the aggregate limit
described in subsection (a), the maximum number of shares of Company Stock that
may be issued under the Plan pursuant to Stock Awards, Stock Units, SARs and
Other Stock-Based Awards during the term of the Plan is 500,000 shares, subject
to adjustment as described in subsection (e) below.


    
      
         


      

      
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    (c)           Source of Shares; Share
Counting.  Shares issued under the Plan may be authorized but
unissued shares of Company Stock or reacquired shares of Company Stock,
including shares purchased by the Company on the open market for purposes of the
Plan. If and to the extent Options and SARs granted under the Plan terminate,
expire, or are canceled, forfeited, exchanged or surrendered without having been
exercised, and if and to the extent that any Stock Awards, Stock Units or Other
Stock-Based Awards are forfeited or terminated, or otherwise are not paid in
full, the shares reserved for such Grants shall again be available for purposes
of the Plan.

     

    (d)           Individual
Limits.  All Grants under the Plan shall be expressed in shares
of Company Stock. The maximum number of shares of Company Stock with respect to
which all Grants may be made under the Plan to any individual during any
calendar year shall be 500,000 shares, subject to adjustment as described in
subsection (e) below. The individual limits of this subsection
(d) shall apply without regard to whether the Grants are to be paid in
Company Stock or cash. All cash payments shall equal the Fair Market Value of
the shares of Company Stock to which the cash payments relate.

     

    (e)           Adjustments.  If
there is any change in the number or kind of shares of Company Stock outstanding
(i) by reason of a stock dividend, spinoff, recapitalization, stock split,
or combination or exchange of shares, (ii) by reason of a merger,
reorganization or consolidation, (iii) by reason of a reclassification or
change in par value, or (iv) by reason of any other extraordinary or
unusual event affecting the outstanding Company Stock as a class without the
Company's receipt of consideration, or if the value of outstanding shares of
Company Stock is substantially reduced as a result of a spinoff or the Company's
payment of an extraordinary dividend or distribution, the maximum number of
shares of Company Stock available for issuance under the Plan, the maximum
number of shares of Company Stock for which any individual may receive Grants in
any year, the number of shares covered by outstanding Grants, the kind of shares
issued and to be issued under the Plan, and the price per share or the
applicable market value of such Grants may be appropriately adjusted by the
Committee to reflect any increase or decrease in the number of, or change in the
kind or value of, issued shares of Company Stock to preclude, to the extent
practicable, the enlargement or dilution of rights and benefits under such
Grants; provided, however, that any fractional shares resulting from such
adjustment shall be eliminated. Any adjustments determined by the Committee
shall be final, binding and conclusive.  To the extent that any Grant
is subject to section 409A of the Code, or becomes subject to section 409A of
the Code as a result of any adjustment made hereunder, such adjustment shall be
made in compliance with section 409A of the Code.

    


    6.           Eligibility for
Participation

     

    (a)           Eligible
Persons.  All Employees, Consultants and Non-Employee Directors
shall be eligible to participate in the Plan.

     

    (b)           Selection of
Participants.  The Committee shall select the Employees,
Consultants and Non-Employee Directors to receive Grants and shall determine the
number of shares of Company Stock subject to each Grant.

    


    7.           Options

     

    (a)           General
Requirements.  The Committee may grant Options to an Employee,
Consultant or Non-Employee Director upon such terms and conditions as the
Committee deems appropriate under this Section 7. The Committee shall
determine the number of shares of Company Stock that will be subject to each
Grant of Options to Employees, Consultants and Non-Employee
Directors.

     

    (b)           Type of Option, Price and
Term

    


    (i)            The
Committee may grant Incentive Stock Options or Nonqualified Stock Options or any
combination of the two, all in accordance with the terms and conditions set
forth herein. Incentive Stock Options may be granted only to Employees of the
Company or its parents or subsidiaries, as defined in section 424 of the
Code. Nonqualified Stock Options may be granted to Employees, Consultants or
Non-Employee Directors.


    
      
         


      

      
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    (ii)            The
Exercise Price of Company Stock subject to an Option shall be determined by the
Committee; provided, however, that the Exercise Price for an Option (including
Incentive Stock Options or Nonqualified Stock Options) will be equal to, or
greater than, the Fair Market Value of a share of Company Stock on the date the
Option is granted and further provided that an Incentive Stock Option may not be
granted to an Employee who, at the time of grant, owns stock possessing more
than 10% of the total combined voting power of all classes of stock of the
Company or any parent or subsidiary, as defined in section 424 of the Code,
unless the Exercise Price per share is not less than 110% of the Fair Market
Value of the Company Stock on the date of grant

    


    (iii)            The
Committee shall determine the term of each Option, which shall not exceed ten
years from the date of grant. However, an Incentive Stock Option that is granted
to an Employee who, at the time of grant, owns stock possessing more than 10% of
the total combined voting power of all classes of stock of the Company or any
parent or subsidiary, as defined in section 424 of the Code, may not have a
term that exceeds five years from the date of grant.

     

    (c)           Exercisability of
Options.

    


    (i)            Options
shall become exercisable in accordance with such terms and conditions as may be
determined by the Committee and specified in the Grant Agreement. The Committee
may accelerate the exercisability of any or all outstanding Options at any time
for any reason.

    


    (ii)            The
Committee may provide in a Grant Agreement that the Participant may elect to
exercise part or all of an Option before it otherwise has become exercisable.
Any shares so purchased shall be restricted shares and shall be subject to a
repurchase right in favor of the Company during a specified restriction period,
with the repurchase price equal to the lesser of (A) the Exercise Price or
(B) the Fair Market Value of such shares at the time of repurchase, or such
other restrictions as the Committee deems
appropriate.  Notwithstanding the foregoing, to the extent that an
Option would otherwise be exempt from section 409A of the Code, the Committee
may only include such a provision in a Grant Agreement for such an Option if the
inclusion of such a provision will not cause that Option to become subject to
section 409A of the Code.

    


    (iii)            Options
granted to persons who are non-exempt employees under the Fair Labor Standards
Act of 1938, as amended, may not be exercisable for at least six months after
the date of grant (except that such Options may become exercisable, as
determined by the Committee, upon the Participant's death, Disability or
retirement, or upon a Change of Control or other circumstances permitted by
applicable regulations).

     

    (d)           Termination of Employment or
Service.  Upon termination of employment or the services of a
Participant, an Option may only be exercised as follows:

    


    (i)            In
the event that a Participant ceases to be employed by, or provide service to,
the Employer for any reason other than Disability, death, or termination for
Cause, any Option which is otherwise exercisable by the Participant shall
terminate unless exercised within three months after the date on which the
Participant ceases to be employed by, or provide service to, the Employer (or
within such other period of time as may be specified by the Committee), but in
any event no later than the date of expiration of the Option term. Except as
otherwise provided by the Committee, any of the Participant's Options that are
not otherwise exercisable as of the date on which the Participant ceases to be
employed by, or provide service to, the Employer shall terminate as of such
date.

    


    (ii)            In
the event the Participant ceases to be employed by, or provide service to, the
Employer on account of a termination for Cause by the Employer, any Option held
by the Participant shall terminate as of the date the Participant ceases to be
employed by, or provide service to, the Employer. In addition, notwithstanding
any other provisions of this Section 7, if the Committee determines that
the Participant has engaged in conduct that constitutes Cause at any time while
the Participant is employed by, or providing service to, the Employer or after
the Participant's termination of employment or service, any Option held by the
Participant shall immediately terminate and the Participant shall automatically
forfeit all shares underlying any exercised portion of an Option for which the
Company has not yet delivered the share certificates, upon refund by the Company
of the Exercise Price paid by the Participant for such shares. Upon any exercise
of an Option, the Company may withhold delivery of share certificates pending
resolution of an inquiry that could lead to a finding resulting in a
forfeiture.


    
      
         


      

      
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    (iii)            In
the event the Participant ceases to be employed by, or provide service to, the
Employer on account of the Participant's Disability, any Option which is
otherwise exercisable by the Participant shall terminate unless exercised within
one year after the date on which the Participant ceases to be employed by, or
provide service to, the Employer (or within such other period of time as may be
specified by the Committee), but in any event no later than the date of
expiration of the Option term. Except as otherwise provided by the Committee,
any of the Participant's Options which are not otherwise exercisable as of the
date on which the Participant ceases to be employed by, or provide service to,
the Employer shall terminate as of such date.

    


    (iv)            If
the Participant dies while employed by, or providing service to, the Employer or
while an Option remains outstanding under Section 7(d)(i) or
7(d)(iii) above (or within such other period of time as may be specified by
the Committee), any Option that is otherwise exercisable by the Participant
shall terminate unless exercised within one year after the date on which the
Participant ceases to be employed by, or provide service to, the Employer (or
within such other period of time as may be specified by the Committee), but in
any event no later than the date of expiration of the Option term. Except as
otherwise provided by the Committee, any of the Participant's Options that are
not otherwise exercisable as of the date on which the Participant ceases to be
employed by, or provide service to, the Employer shall terminate as of such
date.

     

    (e)           Exercise of
Options.  A Participant may exercise an Option that has become
exercisable, in whole or in part, by delivering a notice of exercise to the
Company. The Participant shall pay the Exercise Price for the Option (i) in
cash, (ii) if permitted by the Committee, by delivering shares of Company
Stock owned by the Participant and having a Fair Market Value on the date of
exercise equal to the Exercise Price or by attestation to ownership of shares of
Company Stock having an aggregate Fair Market Value on the date of exercise
equal to the Exercise Price, (iii) by payment through a broker in
accordance with procedures permitted by Regulation T of the Federal Reserve
Board, or (iv) by such other method as the Committee may approve. Shares of
Company Stock used to exercise an Option shall have been held by the Participant
for the requisite period of time to avoid adverse accounting consequences to the
Company with respect to the Option. Payment for the shares pursuant to the
Option, and any required withholding taxes, must be received by the time
specified by the Committee depending on the type of payment being made, but in
all cases prior to the issuance of the Company Stock.

     

    (f)           Limits on Incentive Stock
Options.  Each Incentive Stock Option shall provide that, if
the aggregate Fair Market Value of the stock on the date of the grant with
respect to which Incentive Stock Options are exercisable for the first time by a
Participant during any calendar year, under the Plan or any other stock option
plan of the Company or a parent or subsidiary, as defined in section 424 of
the Code, exceeds $100,000, then the Option, as to the excess, shall be treated
as a Nonqualified Stock Option. An Incentive Stock Option shall not be granted
to any person who is not an Employee of the Company or a parent or subsidiary,
as defined in section 424 of the Code.

    


    8.           Stock Units

     

    (a)           General
Requirements.  The Committee may grant Stock Units to an
Employee, Consultant or Non-Employee Director, upon such terms and conditions as
the Committee deems appropriate under this Section 8. Each Stock Unit shall
represent the right of the Participant to receive a share of Company Stock or an
amount based on the value of a share of Company Stock. All Stock Units shall be
credited to bookkeeping accounts on the Company's records for purposes of the
Plan.

     

    (b)           Terms of Stock
Units.  The Committee may grant Stock Units that are payable on
terms and conditions determined by the Committee, which may include payment
based on achievement of performance goals. Stock Units may be paid at the end of
a specified vesting or performance period, or payment may be deferred to a date
authorized by the Committee. The Committee shall determine the number of Stock
Units to be granted and the requirements applicable to such Stock
Units.


    
      
         


      

      
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    (c)           Payment With Respect to Stock
Units.  Payment with respect to Stock Units shall be made in
cash, in Company Stock, or in a combination of the two, as determined by the
Committee. The Grant Agreement shall specify the maximum number of shares that
can be issued under the Stock Units.

     

    (d)           Requirement of Employment or
Service.  The Committee shall determine in the Grant Agreement
under what circumstances a Participant may retain Stock Units after termination
of the Participant's employment or service, and the circumstances under which
Stock Units may be forfeited.

    


    9.           Stock Awards

     

    (a)           General
Requirements.  The Committee may issue shares of Company Stock
to an Employee, Consultant or Non-Employee Director under a Stock Award, upon
such terms and conditions as the Committee deems appropriate under this
Section 9. Shares of Company Stock issued pursuant to Stock Awards may be
issued for cash consideration or for no cash consideration, and subject to
restrictions or no restrictions, as determined by the Committee. The Committee
may establish conditions under which restrictions on Stock Awards shall lapse
over a period of time or according to such other criteria as the Committee deems
appropriate, including restrictions based upon the achievement of specific
performance goals. The Committee shall determine the number of shares of Company
Stock to be issued pursuant to a Stock Award.

     

    (b)           Requirement of Employment or
Service.  The Committee shall determine in the Grant Agreement
under what circumstances a Participant may retain Stock Awards after termination
of the Participant's employment or service, and the circumstances under which
Stock Awards may be forfeited.

     

    (c)           Restrictions on
Transfer.  While Stock Awards are subject to restrictions, a
Participant may not sell, assign, transfer, pledge or otherwise dispose of the
shares of a Stock Award except upon death as described in Section 14(a).
Each certificate for a share of a Stock Award shall contain a legend giving
appropriate notice of the restrictions in the Grant. The Participant shall be
entitled to have the legend removed when all restrictions on such shares have
lapsed. The Company may retain possession of any certificates for Stock Awards
until all restrictions on such shares have lapsed.

     

    (d)           Right to Vote and to Receive
Dividends.  The Committee shall determine to what extent, and
under what conditions, the Participant shall have the right to vote shares of
Stock Awards and to receive any dividends or other distributions paid on such
shares during the restriction period.

    


    10.          Stock Appreciation Rights and Other
Stock-Based Awards

    


    (a)           The
Committee may grant SARs to an Employee, Non-Employee Director or Consultant
separately or in tandem with an Option. The following provisions are applicable
to SARs:

    


    (i)            Base Amount. The Committee
shall establish the base amount of the SAR at the time the SAR is granted. The
base amount of each SAR shall be equal to the per share Exercise Price of the
related Option or, if there is no related Option, an amount that is at least
equal to the Fair Market Value of a share of Company Stock as of the date of
Grant of the SAR.

    


    (ii)            Tandem SARs. The Committee
may grant tandem SARs either at the time the Option is granted or at any time
thereafter while the Option remains outstanding; provided, however, that, in the
case of an Incentive Stock Option, SARs may be granted only at the date of the
grant of the Incentive Stock Option. In the case of tandem SARs, the number of
SARs granted to a Participant that shall be exercisable during a specified
period shall not exceed the number of shares of Company Stock that the
Participant may purchase upon the exercise of the related Option during such
period. Upon the exercise of an Option, the SARs relating to the Company Stock
covered by such Option shall terminate. Upon the exercise of SARs, the related
Option shall terminate to the extent of an equal number of shares of Company
Stock.

    


    (iii)            Exercisability. An SAR shall
be exercisable during the period specified by the Committee in the Grant
Agreement and shall be subject to such vesting and other restrictions as may be
specified in the Grant Agreement. The Committee may grant SARs that are subject
to achievement of performance goals or other conditions. The Committee may
accelerate the exercisability of any or all outstanding SARs at any time for any
reason. SARs may only be exercised while the Participant is employed by, or
providing service to, the Employer or during the applicable period after
termination of employment or service as described in Section 7(d). A tandem
SAR shall be exercisable only during the period when the Option to which it is
related is also exercisable.


    
      
         


      

      
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    (iv)            Grants to Non-Exempt
Employees. SARs granted to persons who are non-exempt employees under the
Fair Labor Standards Act of 1938, as amended, may not be exercisable for at
least six months after the date of grant (except that such SARs may become
exercisable, as determined by the Committee, upon the Participant's death,
Disability or retirement, or upon a Change of Control or other circumstances
permitted by applicable regulations).

    


    (v)            Value of SARs. When a
Participant exercises SARs, the Participant shall receive in settlement of such
SARs an amount equal to the value of the stock appreciation for the number of
SARs exercised. The stock appreciation for an SAR is the amount by which the
Fair Market Value of the underlying Company Stock on the date of exercise of the
SAR exceeds the base amount of the SAR as described in subsection
(i).

    


    (vi)            Form of Payment. The
Committee shall determine whether the stock appreciation for an SAR shall be
paid in the form of shares of Company Stock, cash or a combination of the two.
For purposes of calculating the number of shares of Company Stock to be
received, shares of Company Stock shall be valued at their Fair Market Value on
the date of exercise of the SAR. If shares of Company Stock are to be received
upon exercise of an SAR, cash shall be delivered in lieu of any fractional
share.

     

    (b)           Other Stock-Based
Awards.  The Committee may grant other awards not specified in
Sections 7, 8 or 9 above that are based on or measured by Company Stock to
Employees, Consultants and Non-Employee Directors, on such terms and conditions
as the Committee deems appropriate. Other Stock-Based Awards may be granted
subject to achievement of performance goals or other conditions and may be
payable in Company Stock or cash, or in a combination of the two, as determined
by the Committee in the Grant Agreement.

    


    11.         Qualified Performance-Based
Compensation

     

    (a)           Designation as Qualified
Performance-Based Compensation.  The Committee may determine
that Stock Units, Stock Awards, SARs or Other Stock-Based Awards granted to an
Employee shall be considered "qualified performance-based compensation" under
section 162(m) of the Code, in which case the provisions of this
Section 11 shall apply to such Grants. The Committee may also grant Options
under which the exercisability of the Options is subject to achievement of
performance goals as described in this Section 11 or
otherwise.

     

    (b)           Performance
Goals.  When Grants are made under this Section 11, the
Committee shall establish in writing (i) the objective performance goals
that must be met, (ii) the period during which performance will be
measured, (iii) the maximum amounts that may be paid if the performance
goals are met, and (iv) any other conditions that the Committee deems
appropriate and consistent with the requirements of section 162(m) of the
Code for "qualified performance-based compensation." The performance goals shall
satisfy the requirements for "qualified performance-based compensation,"
including the requirement that the achievement of the goals be substantially
uncertain at the time they are established and that the performance goals be
established in such a way that a third party with knowledge of the relevant
facts could determine whether and to what extent the performance goals have been
met. The Committee shall not have discretion to increase the amount of
compensation that is payable, but may reduce the amount of compensation that is
payable, pursuant to Grants identified by the Committee as "qualified
performance-based compensation."


    
      
         


      

      
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    (c)           Criteria Used for Objective
Performance Goals.  The Committee shall use objectively
determinable performance goals based on one or more of the following criteria:
stock price, earnings per share, price-earnings multiples, gross profit, net
earnings, operating earnings, revenue, revenue growth, number of days sales
outstanding in accounts receivable, number of days of cost of sales in
inventory, productivity, margin, EBITDA (earnings before interest, taxes,
depreciation and amortization), net capital employed, return on assets,
shareholder return, return on equity, return on capital employed, growth in
assets, unit volume, sales, cash flow, market share, relative performance to a
comparison group designated by the Committee, debt reduction, market
capitalization or strategic business criteria consisting of one or more
objectives based on meeting specified R&D programs, new product releases,
revenue goals, market penetration goals, customer growth, geographic business
expansion goals, cost targets, quality improvements, cycle time reductions,
manufacturing improvements and/or efficiencies, human resource programs,
customer programs, goals relating to acquisitions or divestitures or goals
relating to FDA or other regulatory approvals. The performance goals may relate
to one or more business units or the performance of the Company as a whole, or
any combination of the foregoing. Performance goals need not be uniform as among
Participants. Performance goals may be set on a pre tax or after tax basis, may
be defined by absolute or relative measures, and may be valued on a growth or
fixed basis.

     

    (d)           Timing of Establishment of
Goals.  The Committee shall establish the performance goals in
writing either before the beginning of the performance period or during a period
ending no later than the earlier of (i) 90 days after the beginning of
the performance period or (ii) the date on which 25% of the performance
period has been completed, or such other date as may be required or permitted
under applicable regulations under section 162(m) of the Code.

     

    (e)           Certification of
Results.  The Committee shall certify the performance results
for the performance period specified in the Grant Agreement after the
performance period ends. The Committee shall determine the amount, if any, to be
paid pursuant to each Grant based on the achievement of the performance goals
and the satisfaction of all other terms of the Grant Agreement.

     

    (f)           Death, Disability or Other
Circumstances.  The Committee may provide in the Grant
Agreement that Grants under this Section 11 shall be payable, in whole or
in part, in the event of the Participant's death or Disability, a Change of
Control or under other circumstances consistent with the Treasury regulations
and rulings under section 162(m) of the Code.

    


    12.         Deferrals

    


    The Committee may permit or require a
Participant to defer receipt of the payment of cash or the delivery of shares
that would otherwise be due to the Participant in connection with any Grant. The
Committee shall establish rules and procedures for any such deferrals,
consistent with applicable requirements of section 409A of the
Code.

    


    13.         Withholding of
Taxes

     

    (a)           Required
Withholding.  All Grants under the Plan shall be subject to
applicable federal (including FICA), state and local tax withholding
requirements. The Company may require that the Participant or other person
receiving or exercising Grants pay to the Company the amount of any federal,
state or local taxes that the Company is required to withhold with respect to
such Grants, or the Company may deduct from other wages paid by the Company the
amount of any withholding taxes due with respect to such Grants.

     

    (b)           Election to Withhold
Shares.  If the Committee so permits, a Participant may elect
to satisfy the Company's tax withholding obligation with respect to Grants paid
in Company Stock by having shares withheld, at the time such Grants become
taxable, up to an amount that does not exceed the minimum applicable withholding
tax rate for federal (including FICA), state and local tax liabilities. The
election must be in a form and manner prescribed by the Committee.

    


    14.          Transferability of
Grants

     

    (a)           Restrictions on
Transfer.  Except as described in subsection (b) below,
only the Participant may exercise rights under a Grant during the Participant's
lifetime, and a Participant may not transfer those rights except by will or by
the laws of descent and distribution. When a Participant dies, the personal
representative or other person entitled to succeed to the rights of the
Participant may exercise such rights. Any such successor must furnish proof
satisfactory to the Company of his or her right to receive the Grant under the
Participant's will or under the applicable laws of descent and
distribution.

     

    (b)           Transfer of Nonqualified Stock
Options to or for Family Members.  Notwithstanding the
foregoing, the Committee may provide, in a Grant Agreement, that a Participant
may transfer Nonqualified Stock Options to family members, or one or more trusts
or other entities for the benefit of or owned by family members, consistent with
the applicable securities laws, according to such terms as the Committee may
determine; provided that the Participant receives no consideration for the
transfer of an Option and the transferred Option shall continue to be subject to
the same terms and conditions as were applicable to the Option immediately
before the transfer.


    
      
         


      

      
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    15.         Consequences of a Change of
Control

    


    In the event of a Change of Control,
the Committee may take any one or more of the following actions with respect to
any or all outstanding Grants, without the consent of any Participant:
(i) the Committee may determine that outstanding Options and SARs shall be
fully exercisable, and restrictions on outstanding Stock Awards and Stock Units
shall lapse, as of the date of the Change of Control or at such other time or
subject to specific conditions as the Committee determines, (ii) the
Committee may require that Participants surrender their outstanding Options and
SARs in exchange for one or more payments by the Company, in cash or Company
Stock as determined by the Committee, in an amount equal to the amount by which
the then Fair Market Value of the shares of Company Stock subject to the
Participant's unexercised Options and SARs exceeds the Exercise Price, if any,
and on such terms as the Committee determines, (iii) after giving
Participants an opportunity to exercise their outstanding Options and SARs, the
Committee may terminate any or all unexercised Options and SARs at such time as
the Committee deems appropriate, (iv) with respect to Participants holding
Stock Units or Other Stock-Based Awards, the Committee may determine that such
Participants shall receive one or more payments in settlement of such Stock
Units or Other Stock-Based Awards, in such amount and form and on such terms as
may be determined by the Committee, or (v) the Committee may determine that
Grants that remain outstanding after the Change of Control shall be converted to
similar grants of the surviving corporation (or a parent or subsidiary of the
surviving corporation). Such acceleration, surrender, termination, settlement or
assumption shall take place as of the date of the Change of Control or such
other date as the Committee may specify.  Notwithstanding the
foregoing, to the extent required to comply with section 409A of the Code, a
Grant Agreement will include a definition of "Change of Control" that complies
with and falls within the definition of "change in control event" set forth in
section 409A of the Code and any Internal Revenue Service regulations or other
guidance issued thereunder.

    


    16.         Requirements for Issuance of
Shares

    


    No Company Stock shall be issued in
connection with any Grant hereunder unless and until all legal requirements
applicable to the issuance of such Company Stock have been complied with to the
satisfaction of the Committee. The Committee shall have the right to condition
any Grant made to any Participant hereunder on such Participant's undertaking in
writing to comply with such restrictions on his or her subsequent disposition of
such shares of Company Stock as the Committee shall deem necessary or advisable,
and certificates representing such shares may be legended to reflect any such
restrictions. Certificates representing shares of Company Stock issued under the
Plan will be subject to such stop-transfer orders and other restrictions as may
be required by applicable laws, regulations and interpretations, including any
requirement that a legend be placed thereon. No Participant shall have any right
as a shareholder with respect to Company Stock covered by a Grant until shares
have been issued to the Participant.

    


    17.          Amendment and Termination of the
Plan

     

    (a)           Amendment.  The
Board may amend or terminate the Plan at any time; provided, however, that the
Board shall not amend the Plan without approval of the shareholders of the
Company if such approval is required in order to comply with the Code or
applicable laws, or to comply with applicable stock exchange requirements. No
amendment or termination of this Plan shall, without the consent of the
Participant, materially impair any rights or obligations under any Grant
previously made to the Participant under the Plan, unless such right has been
reserved in the Plan or the Grant Agreement, or except as provided in
Section 18(b) below. Notwithstanding anything in the Plan to the contrary,
the Board may amend the Plan in such manner as it deems appropriate in the event
of a change in applicable law or regulations.

     

    (b)           Shareholder Approval for "Qualified
Performance-Based Compensation."  If Grants are made under
Section 11 above, the Plan must be reapproved by the Company's shareholders
no later than the first shareholders meeting that occurs in the fifth year
following the year in which the shareholders previously approved the provisions
of Section 11, if additional Grants are to be made under Section 11
and if required by section 162(m) of the Code or the regulations
thereunder.


    
      
         


      

      
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    (c)           Termination of
Plan.  The Plan shall terminate on the day immediately
preceding the tenth anniversary of its Effective Date, unless the Plan is
terminated earlier by the Board or is extended by the Board with the approval of
the shareholders. The termination of the Plan shall not impair the power and
authority of the Committee with respect to an outstanding Grant.

    


    18.          Miscellaneous

     

    (a)           Grants in Connection with Corporate
Transactions and Otherwise.  Nothing contained in this Plan
shall be construed to (i) limit the right of the Committee to make Grants
under this Plan in connection with the acquisition, by purchase, lease, merger,
consolidation or otherwise, of the business or assets of any corporation, firm
or association, including Grants to employees thereof who become Employees, or
for other proper corporate purposes, or (ii) limit the right of the Company
to grant stock options or make other stock-based awards outside of this Plan.
Without limiting the foregoing, the Committee may make a Grant to an employee of
another corporation who becomes an Employee by reason of a corporate merger,
consolidation, acquisition of stock or property, reorganization or liquidation
involving the Company in substitution for a grant made by such corporation. The
terms and conditions of the Grants may vary from the terms and conditions
required by the Plan and from those of the substituted stock incentives, as
determined by the Committee

     

    (b)           Compliance with
Law.  The Plan, the exercise of Options and the obligations of
the Company to issue or transfer shares of Company Stock under Grants shall be
subject to all applicable laws and to approvals by any governmental or
regulatory agency as may be required. With respect to persons subject to
section 16 of the Exchange Act, it is the intent of the Company that the
Plan and all transactions under the Plan comply with all applicable provisions
of Rule 16b-3 or its successors under the Exchange Act. In addition, it is
the intent of the Company that Incentive Stock Options comply with the
applicable provisions of section 422 of the Code, that Grants of "qualified
performance-based compensation" comply with the applicable provisions of
section 162(m) of the Code and that, to the extent applicable, Grants
comply with the requirements of section 409A of the Code. To the extent
that any legal requirement of section 16 of the Exchange Act or
section 422, 162(m) or 409A of the Code as set forth in the Plan ceases to
be required under section 16 of the Exchange Act or section 422,
162(m) or 409A of the Code, that Plan provision shall cease to apply. The
Committee may revoke any Grant if it is contrary to law or modify a Grant to
bring it into compliance with any valid and mandatory government regulation. The
Committee may also adopt rules regarding the withholding of taxes on payments to
Participants. The Committee may, in its sole discretion, agree to limit its
authority under this Section.

     

    (c)           Enforceability.  The
Plan shall be binding upon and enforceable against the Company and its
successors and assigns.

     

    (d)           Funding of the Plan; Limitation on
Rights.  This Plan shall be unfunded. The Company shall not be
required to establish any special or separate fund or to make any other
segregation of assets to assure the payment of any Grants under this Plan.
Nothing contained in the Plan and no action taken pursuant hereto shall create
or be construed to create a fiduciary relationship between the Company and any
Participant or any other person. No Participant or any other person shall under
any circumstances acquire any property interest in any specific assets of the
Company. To the extent that any person acquires a right to receive payment from
the Company hereunder, such right shall be no greater than the right of any
unsecured general creditor of the Company.

     

    (e)           Rights of
Participants.  Nothing in this Plan shall entitle any Employee,
Non-Employee Director or other person to any claim or right to receive a Grant
under this Plan. Neither this Plan nor any action taken hereunder shall be
construed as giving any individual any rights to be retained by or in the
employment or service of the Employer.

     

    (f)           No Fractional
Shares.  No fractional shares of Company Stock shall be issued
or delivered pursuant to the Plan or any Grant. The Committee shall determine
whether cash, other awards or other property shall be issued or paid in lieu of
such fractional shares or whether such fractional shares or any rights thereto
shall be forfeited or otherwise eliminated.


    
      
         


      

      
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    (g)           Employees Subject to Taxation
outside the United States.  With respect to Participants who
are subject to taxation in countries other than the United States, the Committee
may make Grants on such terms and conditions as the Committee deems appropriate
to comply with the laws of the applicable countries, and the Committee may
create such procedures, addenda and subplans and make such modifications as may
be necessary or advisable to comply with such laws.

     

    (h)           Governing Law.  The
validity, construction, interpretation and effect of the Plan and Grant
Agreements issued under the Plan shall be governed and construed by and
determined in accordance with the laws of the State of Delaware, without giving
effect to the conflict of laws provisions thereof.


    
      
         


      

      
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