MESA
ENERGY HOLDINGS, INC.

     

    2009
EQUITY INCENTIVE PLAN

     

    1.           Purposes of the
Plan.  The purposes of this Plan are:

     

    
      	
               
      

            	
              ·

            	
              to
      attract and retain the best available personnel for positions of
      substantial responsibility,

            


    

     

    
      	
               
      

            	
              ·

            	
              to
      provide incentives to individuals who perform services to the Company,
      and

            


    

     

    
      	
               
      

            	
              ·

            	
              to
      promote the success of the Company’s
business.

            


    

     

    The Plan
permits the grant of Incentive Stock Options, Nonstatutory Stock Options, Stock
Appreciation Rights, Restricted Stock, Restricted Stock Units, Performance
Units, Performance Shares and other stock or cash awards as the Administrator
may determine.

     

    2.           Definitions.  As
used herein, the following definitions will apply:

     

    (a)           “Administrator” means
the Board or any of its Committees as will be administering the Plan, in
accordance with Section 4 hereof.

     

    (b)           “Affiliate” means any
corporation or any other entity (including, but not limited to, partnerships and
joint ventures) controlling, controlled by, or under common control with the
Company.

     

    (c)           “Applicable Laws”
means the requirements relating to the administration of equity-based awards
under U.S. federal and state corporate laws, U.S. federal and state securities
laws, the Code, any stock exchange or quotation system on which the Common Stock
is listed or quoted and the applicable laws of any foreign country or
jurisdiction where Awards are, or will be, granted under the Plan.

     

    (d)           “Award” means,
individually or collectively, a grant under the Plan of Options, Stock
Appreciation Rights, Restricted Stock, Restricted Stock Units, Performance
Units, Performance Shares and other stock or cash awards as the Administrator
may determine.

     

    (e)           “Award Agreement”
means the written or electronic agreement setting forth the terms and provisions
applicable to each Award granted under the Plan.  The Award Agreement
is subject to the terms and conditions of the Plan.

     

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

     

    (g)           “Change in Control”
means the occurrence of any of the following events:


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

     

    
      	
               
      

            	
              (i)

            	
              A
      change in the ownership of the Company which occurs on
      the date that any one person, or more than one person acting as a group,
      (“Person”)
      acquires ownership of the stock of the Company that, together with the
      stock held by such Person, constitutes more than 50% of the total voting
      power of the stock of the Company; provided, however, that for purposes of
      this subsection (i), the acquisition of additional stock by any one
      Person, who is considered to own more than 50% of the total voting power
      of the stock of the Company will not be considered a Change in Control;
      or

            


    

     

    
      	
               
      

            	
              (ii)

            	
              A
      change in the effective control of the Company which occurs on the date
      that a majority of members of the Board is replaced during any twelve (12)
      month period by Directors whose appointment or election is not endorsed by
      a majority of the members of the Board prior to the date of the
      appointment or election.  For purposes of this clause (ii), if
      any Person is considered to effectively control the Company, the
      acquisition of additional control of the Company by the same Person will
      not be considered a Change in Control;
or

            


    

     

    
      	
               
      

            	
              (iii)

            	
              A
      change in the ownership of a substantial portion of the Company’s assets
      which occurs on the date that any Person acquires (or has acquired during
      the twelve (12) month period ending on the date of the most recent
      acquisition by such person or persons) assets from the Company that have a
      total gross fair market value equal to or more than 50% of the total gross
      fair market value of all of the assets of the Company immediately prior to
      such acquisition or acquisitions; provided, however, that for purposes of
      this subsection (iii), the following will not constitute a change in the
      ownership of a substantial portion of the Company’s assets: (A) a transfer
      to an entity that is controlled by the Company’s stockholders immediately
      after the transfer, or (B) a transfer of assets by the Company to: (1) a
      stockholder of the Company (immediately before the asset transfer) in
      exchange for or with respect to the Company’s stock, (2) an entity, 50% or
      more of the total value or voting power of which is owned, directly or
      indirectly, by the Company, (3) a Person, that owns, directly or
      indirectly, 50% or more of the total value or voting power of all the
      outstanding stock of the Company, or (4) an entity, at least 50% of the
      total value or voting power of which is owned, directly or indirectly, by
      a Person described in this subsection (iii)(B)(3).  For purposes
      of this subsection (iii), gross fair market value means the value of the
      assets of the Company, or the value of the assets being disposed of,
      determined without regard to any liabilities associated with such
      assets.

            


    

     

    For
purposes of this Section 2(g), persons will be considered to be acting as a
group if they are owners of a corporation that enters into a merger,
consolidation, purchase or acquisition of stock, or similar business transaction
with the Company.

     

    (h)           “Code” means the
Internal Revenue Code of 1986, as amended.  Any reference to a section
of the Code herein will be a reference to any successor or amended section of
the Code.

     

    (i)           “Committee” means a
committee of Directors or of other individuals satisfying Applicable Laws
appointed by the Board in accordance with Section 4
hereof.


    
      
         


      

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

     

    (k)           “Company” means Mesa
Energy Holdings, Inc., a Delaware corporation, or any successor
thereto.

     

    (l)           “Consultant” means any
person, including an advisor, engaged by the Company or a Parent, Subsidiary or
Affiliate to render services to such entity.

     

    (m)           “Determination Date”
means the latest possible date that will not jeopardize the qualification of an
Award granted under the Plan as “performance-based compensation” under Section
162(m) of the Code.

     

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

     

    (o)           “Disability” means
total and permanent disability as defined in Section 22(e)(3) of the Code,
provided that in the case of Awards other than Incentive Stock Options, the
Administrator in its discretion may determine whether a permanent and total
disability exists in accordance with uniform and non-discriminatory standards
adopted by the Administrator from time to time.

     

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

     

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

     

    (r)           “Exchange Program”
means a program under which (i) outstanding Awards are surrendered or cancelled
in exchange for Awards of the same type (which may have lower exercise prices
and different terms), Awards of a different type, and/or cash, (ii) Participants
would have the opportunity to transfer any outstanding Awards to a financial
institution or other person or entity selected by the Administrator, and/or
(iii) the exercise price of an outstanding Award is reduced.  The
Administrator will determine the terms and conditions of any Exchange Program in
its sole discretion.

     

    (s)           “Fair Market Value”
means, as of any date, the value of the Common Stock as the Administrator may
determine in good faith by reference to the closing price of such stock on any
established stock exchange or a national market system on the day of
determination if the Common Stock is so listed on any established stock exchange
or a national market system.  If the Common Stock is not listed on any
established stock exchange or a national market system, the value of the Common
Stock will be determined as the Administrator may determine in good
faith.

     

    (t)           “Fiscal Year” means
the fiscal year of the Company.


    
      
         


      

      
        -3-

        
          

        

      

      
         


      

    

     

    (u)           “Incentive Stock
Option” means an Option that by its terms qualifies and is otherwise
intended to qualify as an incentive stock option within the meaning of
Section 422 of the Code and the regulations promulgated
thereunder.

     

    (v)           “Nonstatutory Stock
Option” means an Option that by its terms does not qualify or is not
intended to qualify as an Incentive Stock Option.

     

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

     

    (x)           “Option” means a stock
option granted pursuant to Section 6 hereof.

     

    (y)           “Parent” means a
“parent corporation,” whether now or hereafter existing, as defined in
Section 424(e) of the Code.

     

    (z)           “Participant” means
the holder of an outstanding Award.

     

    (aa)         “Performance Goals”
will have the meaning set forth in Section 11 hereof.

     

    (bb)         “Performance Period”
means any Fiscal Year of the Company or such other period as determined by the
Administrator in its sole discretion.

     

    (cc)         “Performance Share”
means an Award denominated in Shares which may be earned in whole or in part
upon attainment of Performance Goals or other vesting criteria as the
Administrator may determine pursuant to Section 10 hereof.

     

    (dd)         “Performance Unit”
means an Award which may be earned in whole or in part upon attainment of
Performance Goals or other vesting criteria as the Administrator may determine
and which may be settled for cash, Shares or other securities or a combination
of the foregoing pursuant to Section 10 hereof.

     

    (ee)          “Period of
Restriction” means the period during which the transfer of Shares of
Restricted Stock are subject to restrictions and therefore, the Shares are
subject to a substantial risk of forfeiture.  Such restrictions may be
based on the passage of time, the achievement of target levels of performance,
or the occurrence of other events as determined by the
Administrator.

     

    (ff)           “Plan” means this 2009
Equity Incentive Plan.

     

    (gg)         “Restricted Stock”
means Shares issued pursuant to an Award of Restricted Stock under
Section 8 hereof, or issued pursuant to the early exercise of an
Option.

     

    (hh)         “Restricted Stock
Unit” means a bookkeeping entry representing an amount equal to the Fair
Market Value of one Share, granted pursuant to Section 9
hereof.  Each Restricted Stock Unit represents an unfunded and
unsecured obligation of the Company.

     

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


    
      
         


      

      
        -4-

        
          

        

      

      
         


      

    

     

    (jj)           “Section 16(b)”
means Section 16(b) of the Exchange Act.

     

    (kk)          “Service Provider”
means an Employee, Director, or Consultant.

     

    (ll)           “Share” means a share
of the Common Stock, as adjusted in accordance with Section 14
hereof.

     

    (mm)       “Stock Appreciation
Right” means an Award, granted alone or in connection with an Option,
that pursuant to Section 7 is designated as a Stock Appreciation
Right.

     

    (nn)         “Subsidiary” means a
“subsidiary corporation,” whether now or hereafter existing, as defined in
Section 424(f) of the Code.

     

    3.           Stock Subject to the Plan.

     

    (a)           Subject
to the provisions of Section 14 hereof, the maximum aggregate number of
Shares that may be awarded and sold under the Plan is 5,000,000 Shares. The
Shares may be authorized, but unissued, or reacquired Common Stock.

     

    (b)           Lapsed
Awards.  If an Award expires or becomes unexercisable without
having been exercised in full, or, with respect to Restricted Stock, Restricted
Stock Units, Performance Shares or Performance Units, is forfeited to or
repurchased by the Company, the unpurchased Shares (or for Awards other than
Options and Stock Appreciation Rights, the forfeited or repurchased Shares)
which were subject thereto will become available for future grant or sale under
the Plan (unless the Plan has terminated).  Upon exercise of a Stock
Appreciation Right settled in Shares, the gross number of Shares covered by the
portion of the Award so exercised will cease to be available under the
Plan.  Shares that have actually been issued under the Plan under any
Award will not be returned to the Plan and will not become available for future
distribution under the Plan; provided, however, that if unvested Shares of
Restricted Stock, Restricted Stock Units, Performance Shares or Performance
Units are repurchased by the Company or are forfeited to the Company, such
Shares will become available for future grant under the Plan.  Shares
used to pay the tax and/or exercise price of an Award will become available for
future grant or sale under the Plan.  To the extent an Award under the
Plan is paid out in cash rather than Shares, such cash payment will not result
in reducing the number of Shares available for issuance under the
Plan.  Notwithstanding the foregoing provisions of this Section 3(b),
subject to adjustment provided in Section 14 hereof, the maximum number of
Shares that may be issued upon the exercise of Incentive Stock Options will
equal the aggregate Share number stated in Section 3(a) above, plus, to the
extent allowable under Section 422 of the Code, any Shares that become
available for issuance under the Plan under this Section 3(b).

     

    (c)           Share
Reserve.  The Company, during the term of this Plan, will at
all times reserve and keep available such number of Shares as will be sufficient
to satisfy the requirements of the Plan.


    
      
         


      

      
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    4.           Administration of the
Plan.

     

    (a)           Procedure.

     

    
      	
               
      

            	
              (i)

            	
              Multiple
      Administrative Bodies.  Different Committees with respect
      to different groups of Service Providers may administer the
      Plan.

            


    

     

    
      	
               
      

            	
              (ii)

            	
              Section 162(m).  To
      the extent that the Administrator determines it to be desirable to qualify
      Awards granted hereunder as “performance-based compensation” within the
      meaning of Section 162(m) of the Code, the Plan will be administered
      by a Committee of two (2) or more “outside directors” within the meaning
      of Section 162(m) of the Code.

            


    

     

    
      	
               
      

            	
              (iii)

            	
              Rule
      16b-3.  To the extent desirable to qualify transactions
      hereunder as exempt under Rule 16b-3, the transactions contemplated
      hereunder will be structured to satisfy the requirements for exemption
      under Rule 16b-3.

            


    

     

    
      	
               
      

            	
              (iv)

            	
              Other
      Administration.  Other than as provided above, the Plan
      will be administered by (A) the Board or (B) a Committee, which
      committee will be constituted to satisfy Applicable
  Laws.

            


    

     

    (b)           Powers of the
Administrator.  Subject to the provisions of the Plan, and in
the case of a Committee, subject to the specific duties delegated by the Board
to such Committee, the Administrator will have the authority, in its
discretion:

     

    
      	
               
      

            	
              (i)

            	
              to
      determine the Fair Market Value;

            


    

     

    
      	
               
      

            	
              (ii)

            	
              to
      select the Service Providers to whom Awards may be granted
      hereunder;

            


    

     

    
      	
               
      

            	
              (iii)

            	
              to
      determine the terms and conditions, not inconsistent with the terms of the
      Plan, of any Award granted
hereunder;

            


    

     

    
      	
               
      

            	
              (iv)

            	
              to
      determine the terms and conditions of any and to institute an Exchange
      Program;

            


    

     

    
      	
               
      

            	
              (v)

            	
              to
      construe and interpret the terms of the Plan and Awards granted pursuant
      to the Plan;

            


    

     

    
      	
               
      

            	
              (vi)

            	
              to
      prescribe, amend and rescind rules and regulations relating to the Plan,
      including rules and regulations relating to sub-plans established for the
      purpose of satisfying applicable foreign
laws;

            


    

     

    
      	
               
      

            	
              (vii)

            	
              to
      modify or amend each Award (subject to Section 19(c)
      hereof);

            


    

     

    
      	
               
      

            	
              (viii)

            	
              to
      authorize any person to execute on behalf of the Company any instrument
      required to effect the grant of an Award previously granted by the
      Administrator;

            


    


    
      
         


      

      
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              (ix)

            	
              to
      allow a Participant to defer the receipt of the payment of cash or the
      delivery of Shares that would otherwise be due to such Participant under
      an Award pursuant to such procedures as the Administrator may determine;
      and

            


    

     

    
      	
               
      

            	
              (x)

            	
              to
      make all other determinations deemed necessary or advisable for
      administering the Plan.

            


    

     

    (c)           Effect of
Administrator’s Decision.  The Administrator’s decisions,
determinations, and interpretations will be final and binding on all
Participants and any other holders of Awards.

     

    5.           Eligibility.  Nonstatutory
Stock Options, Restricted Stock, Restricted Stock Units, Stock Appreciation
Rights, Performance Units, Performance Shares, and such other cash or stock
awards as the Administrator determines may be granted to Service
Providers.  Incentive Stock Options may be granted only to
Employees.

     

    6.           Stock
Options.

     

    (a)           Limitations.

     

    
      	
               
      

            	
              (i)

            	
              Each
      Option will be designated in the Award Agreement as either an Incentive
      Stock Option or a Nonstatutory Stock Option.  However,
      notwithstanding such designation, to the extent that the aggregate Fair
      Market Value of the Shares with respect to which Incentive Stock Options
      are exercisable for the first time by the Participant during any calendar
      year (under all plans of the Company and any Parent or Subsidiary) exceeds
      $100,000 (U.S.), such Options will be treated as Nonstatutory Stock
      Options.  For purposes of this Section 6(a), Incentive
      Stock Options will be taken into account in the order in which they were
      granted.  The Fair Market Value of the Shares will be determined
      as of the time the Option with respect to such Shares is
      granted.

            


    

     

    
      	
               
      

            	
              (ii)

            	
              The
      Administrator will have complete discretion to determine the number of
      Shares subject to an Option granted to any
  Participant.

            


    

     

    (b)           Term of
Option.  The Administrator will determine the term of each
Option in its sole discretion; provided, however, that the term will be no more
than ten (10) years from the date of grant thereof.  Moreover, in the
case of an Incentive Stock Option granted to a Participant who, at the time the
Incentive Stock Option is granted, owns stock representing more than 10% of the
total combined voting power of all classes of stock of the Company or any Parent
or Subsidiary, the term of the Incentive Stock Option will be five (5) years
from the date of grant or such shorter term as may be provided in the Award
Agreement.


    
      
         


      

      
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    (c)           Option Exercise Price and
Consideration.

     

    
      	
               
      

            	
              (i)

            	
              Exercise
      Price.  The per share exercise price for the Shares to be
      issued pursuant to exercise of an Option will be determined by the
      Administrator, but will be no less than 100% of the Fair Market Value per
      Share on the date of grant.  In addition, in the case of an
      Incentive Stock Option granted to an Employee who, at the time the
      Incentive Stock Option is granted, owns stock representing more than 10%
      of the voting power of all classes of stock of the Company or any Parent
      or Subsidiary, the per Share exercise price will be no less than 110% of
      the Fair Market Value per Share on the date of
      grant.  Notwithstanding the foregoing provisions of this Section
      6(c), Options may be granted with a per Share exercise price of less than
      100% of the Fair Market Value per Share on the date of grant pursuant to a
      transaction described in, and in a manner consistent with,
      Section 424(a) of the Code.

            


    

     

    
      	
               
      

            	
              (ii)

            	
              Waiting Period and
      Exercise Dates.  At the time an Option is granted, the
      Administrator will fix the period within which the Option may be exercised
      and will determine any conditions that must be satisfied before the Option
      may be exercised.

            


    

     

    
      	
               
      

            	
              (iii)

            	
              Form of
      Consideration.  The Administrator will determine the
      acceptable form(s) of consideration for exercising an Option, including
      the method of payment, to the extent permitted by Applicable
      Laws.

            


    

     

    (d)           Exercise of
Option.

     

    
      	
               
      

            	
              (i)

            	
              Procedure for
      Exercise; Rights as a Stockholder.  Any Option granted
      hereunder will be exercisable according to the terms of the Plan and at
      such times and under such conditions as determined by the Administrator
      and set forth in the Award Agreement.  An Option may not be
      exercised for a fraction of a
Share.

            


    

     

    An Option
will be deemed exercised when the Company receives: (i) notice of exercise
(in such form as the Administrator specifies from time to time) from the person
entitled to exercise the Option, and (ii) full payment for the Shares with
respect to which the Option is exercised (together with any applicable
withholding taxes).  No adjustment will be made for a dividend or
other right for which the record date is prior to the date the Shares are
issued, except as provided in Section 14 hereof.

     

    
      	
               
      

            	
              (ii)

            	
              Termination of
      Relationship as a Service Provider.  If a Participant
      ceases to be a Service Provider, other than upon the Participant’s
      termination as the result of the Participant’s death or Disability, the
      Participant may exercise his or her Option within such period of time as
      is specified in the Award Agreement to the extent that the Option is
      vested on the date of termination (but in no event later than the
      expiration of the term of such Option as set forth in the Award
      Agreement).  In the absence of a specified time in the Award
      Agreement, the Option will remain exercisable for three (3) months
      following the Participant’s termination.  Unless otherwise
      provided by the Administrator, if on the date of termination the
      Participant is not vested as to his or her entire Option, the Shares
      covered by the unvested portion of the Option will revert to the
      Plan.  If after termination the Participant does not exercise
      his or her Option within the time specified by the Administrator, the
      Option will terminate, and the Shares covered by such Option will revert
      to the Plan.

            


    


    
      
         


      

      
        -8-

        
          

        

      

      
         


      

    

     

    
      	
               
      

            	
              (iii)

            	
              Disability of
      Participant.  If a Participant ceases to be a Service
      Provider as a result of the Participant’s Disability, the Participant may
      exercise his or her Option within such period of time as is specified in
      the Award Agreement to the extent the Option is vested on the date of
      termination (but in no event later than the expiration of the term of such
      Option as set forth in the Award Agreement).  In the absence of
      a specified time in the Award Agreement, the Option will remain
      exercisable for six (6) months following the Participant’s
      termination.  Unless otherwise provided by the Administrator, if
      on the date of termination the Participant is not vested as to his or her
      entire Option, the Shares covered by the unvested portion of the Option
      will revert to the Plan.  If after termination the Participant
      does not exercise his or her Option within the time specified herein, the
      Option will terminate, and the Shares covered by such Option will revert
      to the Plan.

            


    

     

    
      	
               
      

            	
              (iv)

            	
              Death of
      Participant.  If a Participant dies while a Service
      Provider, the Option may be exercised within such period of time as is
      specified in the Award Agreement to the extent that the Option is vested
      on the date of death (but in no event may the option be exercised later
      than the expiration of the term of such Option as set forth in the Award
      Agreement), by the Participant’s designated beneficiary, provided such
      beneficiary has been designated prior to Participant’s death in a form
      acceptable to the Administrator.  If no such beneficiary has
      been designated by the Participant, then such Option may be exercised by
      the personal representative of the Participant’s estate or by the
      person(s) to whom the Option is transferred pursuant to the Participant’s
      will or in accordance with the laws of descent and
      distribution.  In the absence of a specified time in the Award
      Agreement, the Option will remain exercisable for six (6) months following
      Participant’s death.  Unless otherwise provided by the
      Administrator, if at the time of death Participant is not vested as to his
      or her entire Option, the Shares covered by the unvested portion of the
      Option will immediately revert to the Plan.  If the Option is
      not so exercised within the time specified herein, the Option will
      terminate, and the Shares covered by such Option will revert to the
      Plan.

            


    

     

    7.           Stock Appreciation
Rights.

     

    (a)           Grant of Stock Appreciation
Rights.  Subject to the terms and conditions of the Plan, a
Stock Appreciation Right may be granted to Service Providers at any time and
from time to time as will be determined by the Administrator, in its sole
discretion.

     

    (b)           Number of
Shares.  The Administrator will have complete discretion to
determine the number of Stock Appreciation Rights granted to any
Participant.

     

    (c)           Exercise Price and Other
Terms.  The Administrator, subject to the provisions of the
Plan, will have complete discretion to determine the terms and conditions of
Stock Appreciation Rights granted under the Plan; provided, however, that the
exercise price will be not less than 100% of the Fair Market Value of a Share on
the date of grant.


    
      
         


      

      
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    (d)           Stock Appreciation Right
Agreement.  Each Stock Appreciation Right grant will be
evidenced by an Award Agreement that will specify the exercise price, the term
of the Stock Appreciation Right, the conditions of exercise, and such other
terms and conditions as the Administrator, in its sole discretion, will
determine.

     

    (e)           Expiration of Stock
Appreciation Rights.  A Stock Appreciation Right granted under
the Plan will expire upon the date determined by the Administrator, in its sole
discretion, and set forth in the Award Agreement; provided, however, that the
term will be no more than ten (10) years from the date of grant
thereof.  Notwithstanding the foregoing, the rules of
Section 6(d) above also will apply to Stock Appreciation
Rights.

     

    (f)           Payment of Stock
Appreciation Right Amount.  Upon exercise of a Stock
Appreciation Right, a Participant will be entitled to receive payment from the
Company in an amount determined by multiplying:

     

    
      	
               
      

            	
              (i)

            	
              The
      difference between the Fair Market Value of a Share on the date of
      exercise over the exercise price;
times

            


    

     

    
      	
               
      

            	
              (ii)

            	
              The
      number of Shares with respect to which the Stock Appreciation Right is
      exercised.

            


    

     

    At the
discretion of the Administrator, the payment upon Stock Appreciation Right
exercise may be in cash, in Shares of equivalent value, or in some combination
thereof.

     

    8.           Restricted
Stock.

     

    (a)           Grant of Restricted
Stock.  Subject to the terms and provisions of the Plan, the
Administrator, at any time and from time to time, may grant Shares of Restricted
Stock to Service Providers in such amounts as the Administrator, in its sole
discretion, will determine.

     

    (b)           Restricted Stock
Agreement.  Each Award of Restricted Stock will be evidenced by
an Award Agreement that will specify the Period of Restriction, the number of
Shares granted, and such other terms and conditions as the Administrator, in its
sole discretion, will determine.

     

    (c)           Transferability.  Except
as provided in this Section 8, Shares of Restricted Stock may not be sold,
transferred, pledged, assigned, or otherwise alienated or hypothecated until the
end of the applicable Period of Restriction.

     

    (d)           Other
Restrictions.  The Administrator, in its sole discretion, may
impose such other restrictions on Shares of Restricted Stock as it may deem
advisable or appropriate.

     

    (e)           Removal of
Restrictions.  Except as otherwise provided in this Section 8,
Shares of Restricted Stock covered by each Restricted Stock grant made under the
Plan will be released from escrow as soon as practicable after the last day of
the Period of Restriction.  The Administrator, in its discretion, may
accelerate the time at which any restrictions will lapse or be
removed.


    
      
         


      

      
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    (f)           Voting
Rights.  During the Period of Restriction, Service Providers
holding Shares of Restricted Stock granted hereunder may exercise full voting
rights with respect to those Shares, unless the Administrator determines
otherwise.

     

    (g)           Dividends and Other
Distributions.  During the Period of Restriction, Service
Providers holding Shares of Restricted Stock will be entitled to receive all
dividends and other distributions paid with respect to such Shares unless
otherwise provided in the Award Agreement.  If any such dividends or
distributions are paid in Shares, the Shares will be subject to the same
restrictions on transferability and forfeitability as the Shares of Restricted
Stock with respect to which they were paid.

     

    (h)           Return of Restricted Stock
to Company.  On the date set forth in the Award Agreement, the
Restricted Stock for which restrictions have not lapsed will revert to the
Company and again will become available for grant under the Plan.

     

    (i)           Section 162(m) Performance
Restrictions.  For purposes of qualifying grants of Restricted
Stock as “performance-based compensation” under Section 162(m) of the Code,
the Administrator, in its discretion, may set restrictions based upon the
achievement of Performance Goals.  The Performance Goals will be set
by the Administrator on or before the Determination Date.  In granting
Restricted Stock which is intended to qualify under Section 162(m) of the
Code, the Administrator will follow any procedures determined by it from time to
time to be necessary or appropriate to ensure qualification of the Award under
Section 162(m) of the Code (e.g., in determining the Performance
Goals).

     

    9.           Restricted Stock
Units.

     

    (a)           Grant.  Restricted
Stock Units may be granted at any time and from time to time as determined by
the Administrator.  Each Restricted Stock Unit grant will be evidenced
by an Award Agreement that will specify such other terms and conditions as the
Administrator, in its sole discretion, will determine, including all terms,
conditions, and restrictions related to the grant, the number of Restricted
Stock Units and the form of payout, which, subject to Section 9(d) hereof,
may be left to the discretion of the Administrator.

     

    (b)           Vesting Criteria and Other
Terms.  The Administrator will set vesting criteria in its
discretion, which, depending on the extent to which the criteria are met, will
determine the number of Restricted Stock Units that will be paid out to the
Participant.  After the grant of Restricted Stock Units, the
Administrator, in its sole discretion, may reduce or waive any restrictions for
such Restricted Stock Units.  Each Award of Restricted Stock Units
will be evidenced by an Award Agreement that will specify the vesting criteria,
and such other terms and conditions as the Administrator, in its sole discretion
will determine.  The Administrator, in its discretion, may accelerate
the time at which any restrictions will lapse or be removed.

     

    (c)           Earning Restricted Stock
Units.  Upon meeting the applicable vesting criteria, the
Participant will be entitled to receive a payout as specified in the Award
Agreement.


    
      
         


      

      
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    (d)           Form and Timing of
Payment.  Payment of earned Restricted Stock Units will be made
as soon as practicable after the date(s) set forth in the Award
Agreement.  The Administrator, in its sole discretion, may pay earned
Restricted Stock Units in cash, Shares, or a combination
thereof.  Shares represented by Restricted Stock Units that are fully
paid in cash again will be available for grant under the Plan.

     

    (e)           Cancellation.  On
the date set forth in the Award Agreement, all unearned Restricted Stock Units
will be forfeited to the Company.

     

    (f)           Section 162(m) Performance
Restrictions.  For purposes of qualifying grants of Restricted
Stock Units as “performance-based compensation” under Section 162(m) of the
Code, the Administrator, in its discretion, may set restrictions based upon the
achievement of Performance Goals.  The Performance Goals will be set
by the Administrator on or before the Determination Date.  In granting
Restricted Stock Units which are intended to qualify under Section 162(m)
of the Code, the Administrator will follow any procedures determined by it from
time to time to be necessary or appropriate to ensure qualification of the Award
under Section 162(m) of the Code (e.g., in determining the Performance
Goals).

     

    10.           Performance Units and
Performance Shares.

     

    (a)           Grant of Performance
Units/Shares.  Performance Units and Performance Shares may be
granted to Service Providers at any time and from time to time, as will be
determined by the Administrator, in its sole discretion.  The
Administrator will have complete discretion in determining the number of
Performance Units/Shares granted to each Participant.

     

    (b)           Value of Performance
Units/Shares.  Each Performance Unit will have an initial value
that is established by the Administrator on or before the date of
grant.  Each Performance Share will have an initial value equal to the
Fair Market Value of a Share on the date of grant.

     

    (c)           Performance Objectives and
Other Terms.  The Administrator will set performance objectives
or other vesting provisions.  The Administrator may set vesting
criteria based upon the achievement of Company-wide, business unit, or
individual goals (including, but not limited to, continued employment), or any
other basis determined by the Administrator in its discretion.  Each
Award of Performance Units/Shares will be evidenced by an Award Agreement that
will specify the Performance Period, and such other terms and conditions as the
Administrator, in its sole discretion, will determine.

     

    (d)           Earning of Performance
Units/Shares.  After the applicable Performance Period has
ended, the holder of Performance Units/Shares will be entitled to receive a
payout of the number of Performance Units/Shares earned by the Participant over
the Performance Period, to be determined as a function of the extent to which
the corresponding performance objectives or other vesting provisions have been
achieved.  After the grant of a Performance Unit/Share, the
Administrator, in its sole discretion, may reduce or waive any performance
objectives or other vesting provisions for such Performance
Unit/Share.

     

    (e)           Form and Timing of Payment
of Performance Units/Shares.  Payment of earned Performance
Units/Shares will be made as soon as practicable after the expiration of the
applicable Performance Period.  The Administrator, in its sole
discretion, may pay earned Performance Units/Shares in the form of cash, in
Shares (which have an aggregate Fair Market Value equal to the value of the
earned Performance Units/Shares at the close of the applicable Performance
Period) or in a combination thereof.


    
      
         


      

      
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    (f)           Cancellation of Performance
Units/Shares.  On the date set forth in the Award Agreement,
all unearned or unvested Performance Units/Shares will be forfeited to the
Company, and again will be available for grant under the Plan.

     

    (g)           Section 162(m) Performance
Restrictions.  For purposes of qualifying grants of Performance
Units/Shares as “performance-based compensation” under Section 162(m) of
the Code, the Administrator, in its discretion, may set restrictions based upon
the achievement of Performance Goals.  The Performance Goals will be
set by the Administrator on or before the Determination Date.  In
granting Performance Units/Shares which are intended to qualify under
Section 162(m) of the Code, the Administrator will follow any procedures
determined by it from time to time to be necessary or appropriate to ensure
qualification of the Award under Section 162(m) of the Code (e.g., in
determining the Performance Goals).

     

    11.           Performance-Based
Compensation Under Code Section 162(m).

     

    (a)           General.  If
the Administrator, in its discretion, decides to grant an Award intended to
qualify as “performance-based compensation” under Code Section 162(m), the
provisions of this Section 11 will control over any contrary provision in the
Plan; provided, however, that the Administrator may in its discretion grant
Awards that are not intended to qualify as “performance-based compensation”
under Section 162(m) of the Code to such Participants that are based on
Performance Goals or other specific criteria or goals but that do not satisfy
the requirements of this Section 11.

     

    (b)           Performance
Goals.  The granting and/or vesting of Awards of Restricted
Stock, Restricted Stock Units, Performance Shares and Performance Units and
other incentives under the Plan may be made subject to the attainment of
performance goals relating to one or more business criteria within the meaning
of Code Section 162(m) and may provide for a targeted level or levels of
achievement (“Performance Goals”)
including (i) earnings per Share, (ii) operating cash flow,
(iii) operating income, (iv) profit after-tax, (v) profit
before-tax, (vi) return on assets, (vii) return on equity,
(viii) return on sales, (ix) revenue, and (x) total shareholder
return.  Any Performance Goals may be used to measure the performance
of the Company as a whole or a business unit of the Company and may be measured
relative to a peer group or index.  The Performance Goals may differ
from Participant to Participant and from Award to Award.  Prior to the
Determination Date, the Administrator will determine whether any significant
element(s) will be included in or excluded from the calculation of any
Performance Goal with respect to any Participant.


    
      
         


      

      
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    (c)           Procedures.  To
the extent necessary to comply with the performance-based compensation
provisions of Code Section 162(m), with respect to any Award granted subject to
Performance Goals, within the first twenty-five percent (25%) of the Performance
Period, but in no event more than ninety (90) days following the commencement of
any Performance Period (or such other time as may be required or permitted by
Code Section 162(m)), the Administrator will, in writing, (i) designate one or
more Participants to whom an Award will be made, (ii) select the Performance
Goals applicable to the Performance Period, (iii) establish the Performance
Goals, and amounts of such Awards, as applicable, which may be earned for such
Performance Period, and (iv) specify the relationship between Performance
Goals and the amounts of such Awards, as applicable, to be earned by each
Participant for such Performance Period.  Following the completion of
each Performance Period, the Administrator will certify in writing whether the
applicable Performance Goals have been achieved for such Performance
Period.  In determining the amounts earned by a Participant, the
Administrator will have the right to reduce or eliminate (but not to increase)
the amount payable at a given level of performance to take into account
additional factors that the Administrator may deem relevant to the assessment of
individual or corporate performance for the Performance Period.  A
Participant will be eligible to receive payment pursuant to an Award for a
Performance Period only if the Performance Goals for such period are
achieved.

     

    (d)           Additional
Limitations.  Notwithstanding any other provision of the Plan,
any Award which is granted to a Participant and is intended to constitute
qualified performance based compensation under Code Section 162(m) will be
subject to any additional limitations set forth in the Code (including any
amendment to Section 162(m)) or any regulations and ruling issued thereunder
that are requirements for qualification as qualified performance-based
compensation as described in Section 162(m) of the Code, and the Plan will be
deemed amended to the extent necessary to conform to such
requirements.

     

    12.           Leaves of
Absence.  Unless the Administrator provides otherwise, vesting
of Awards granted hereunder will be suspended during any unpaid leave of
absence.  A Service Provider will not cease to be an Employee in the
case of (i) any leave of absence approved by the Company, or
(ii) transfers between locations of the Company or between the Company, its
Parent, or any Subsidiary.  For purposes of Incentive Stock Options,
no such leave may exceed three (3) months, unless reemployment upon expiration
of such leave is guaranteed by statute or contract.  If reemployment
upon expiration of a leave of absence approved by the Company is not so
guaranteed, then six (6) months and one day following the commencement of such
leave any Incentive Stock Option held by the Participant will cease to be
treated as an Incentive Stock Option and will be treated for tax purposes as a
Nonstatutory Stock Option.

     

    13.           Transferability of
Awards.  Unless determined otherwise by the Administrator, an
Award may not be sold, pledged, assigned, hypothecated, transferred, or disposed
of in any manner other than by will or by the laws of descent or distribution
and may be exercised, during the lifetime of the Participant, only by the
Participant.  If the Administrator makes an Award transferable, such
Award may only be transferred (i) by will, (ii) by the laws of descent and
distribution, (iii) to a revocable trust, or (iii) as permitted by Rule 701 of
the Securities Act of 1933, as amended.

     

    14.           Adjustments; Dissolution or
Liquidation; Merger or Change in Control.

     

    (a)           Adjustments.  In
the event that any dividend or other distribution (whether in the form of cash,
Shares, other securities, or other property), recapitalization, stock split,
reverse stock split, reorganization, merger, consolidation, split-up, spin-off,
combination, repurchase, or exchange of Shares or other securities of the
Company, or other change in the corporate structure of the Company affecting the
Shares occurs, the Administrator, in order to prevent diminution or enlargement
of the benefits or potential benefits intended to be made available under the
Plan, will adjust the number and class of Shares that may be delivered under the
Plan and/or the number, class, and price of Shares covered by each outstanding
Award, and the numerical Share limits set forth in Sections 3, 6, 7, 8, 9
and 10 hereof.


    
      
         


      

      
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    (b)           Dissolution or
Liquidation.  In the event of the proposed dissolution or
liquidation of the Company, the Administrator will notify each Participant as
soon as practicable prior to the effective date of such proposed
transaction.  To the extent it has not been previously exercised, an
Award will terminate immediately prior to the consummation of such proposed
action.

     

    (c)           Change in
Control.  In the event of a merger or Change in Control, each
outstanding Award will be treated as the Administrator determines, including,
without limitation, that each Award will be assumed or an equivalent option or
right substituted by the successor corporation or a Parent or Subsidiary of the
successor corporation (the “Successor
Corporation”).  The Administrator will not be required to treat
all Awards similarly in the transaction.

     

    In the
event that the Successor Corporation does not assume or substitute for the
Award, the Participant will fully vest in and have the right to exercise all of
his or her outstanding Options and Stock Appreciation Rights, including Shares
as to which such Awards would not otherwise be vested or exercisable, all
restrictions on Restricted Stock will lapse, and, with respect to Restricted
Stock Units, Performance Shares and Performance Units, all Performance Goals or
other vesting criteria will be deemed achieved at target levels and all other
terms and conditions met.  In addition, if an Option or Stock
Appreciation Right is not assumed or substituted for in the event of a Change in
Control, the Administrator will notify the Participant in writing or
electronically that the Option or Stock Appreciation Right will be fully vested
and exercisable for a period of time determined by the Administrator in its sole
discretion, and the Option or Stock Appreciation Right will terminate upon the
expiration of such period.

     

    For the
purposes of this subsection (c), an Award will be considered assumed if,
following the Change in Control, the Award confers the right to purchase or
receive, for each Share subject to the Award immediately prior to the Change in
Control, the consideration (whether stock, cash, or other securities or
property) or, in the case of a Stock Appreciation Right upon the exercise of
which the Administrator determines to pay cash or a Performance Share or
Performance Unit which the Administrator can determine to pay in cash, the fair
market value of the consideration received in the merger or Change in Control by
holders of Common Stock for each Share held on the effective date of the
transaction (and if holders were offered a choice of consideration, the type of
consideration chosen by the holders of a majority of the outstanding Shares);
provided, however, that if such consideration received in the Change in Control
is not solely common stock of the Successor Corporation, the Administrator may,
with the consent of the Successor Corporation, provide for the consideration to
be received upon the exercise of an Option or Stock Appreciation Right or upon
the payout of a Performance Share or Performance Unit, for each Share subject to
such Award (or in the case of Performance Units, the number of implied shares
determined by dividing the value of the Performance Units by the per share
consideration received by holders of Common Stock in the Change in Control), to
be solely common stock of the Successor Corporation equal in fair market value
to the per share consideration received by holders of Common Stock in the Change
in Control.


    
      
         


      

      
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    Notwithstanding
anything in this Section 14(c) to the contrary, an Award that vests, is earned
or paid-out upon the satisfaction of one or more Performance Goals will not be
considered assumed if the Company or its successor modifies any of such
Performance Goals without the Participant’s consent; provided, however, a
modification to such Performance Goals only to reflect the Successor
Corporation’s post-Change in Control corporate structure will not be deemed to
invalidate an otherwise valid Award assumption.

     

    15.           Tax
Withholding

     

    (a)           Withholding
Requirements.  Prior to the delivery of any Shares or cash
pursuant to an Award (or exercise thereof), the Company will have the power and
the right to deduct or withhold, or require a Participant to remit to the
Company, an amount sufficient to satisfy federal, state, local, foreign or other
taxes (including the Participant’s FICA obligation) required to be withheld with
respect to such Award (or exercise thereof).

     

    (b)           Withholding
Arrangements.  The Administrator, in its sole discretion and
pursuant to such procedures as it may specify from time to time, may permit a
Participant to satisfy such tax withholding obligation, in whole or in part by
(without limitation) (i) paying cash, (ii) electing to have the Company
withhold otherwise deliverable cash or Shares having a Fair Market Value equal
to the minimum amount required to be withheld, (iii) delivering to the Company
already-owned Shares having a Fair Market Value equal to the amount required to
be withheld, or (iv) selling a sufficient number of Shares otherwise
deliverable to the Participant through such means as the Administrator may
determine in its sole discretion (whether through a broker or otherwise) equal
to the amount required to be withheld.  The amount of the withholding
requirement will be deemed to include any amount which the Administrator agrees
may be withheld at the time the election is made, not to exceed the amount
determined by using the maximum federal, state or local marginal income tax
rates applicable to the Participant with respect to the Award on the date that
the amount of tax to be withheld is to be determined.  The Fair Market
Value of the Shares to be withheld or delivered will be determined as of the
date that the taxes are required to be withheld.

     

    16.           No Effect on Employment or
Service.  Neither the Plan nor any Award will confer upon a
Participant any right with respect to continuing the Participant’s relationship
as a Service Provider with the Company, nor will they interfere in any way with
the Participant’s right or the Company’s right to terminate such relationship at
any time, with or without cause, to the extent permitted by Applicable
Laws.

     

    17.           Date of
Grant.  The date of grant of an Award will be, for all
purposes, the date on which the Administrator makes the determination granting
such Award, or such other later date as is determined by the
Administrator.  Notice of the determination will be provided to each
Participant within a reasonable time after the date of such
grant.


    
      
         


      

      
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    18.           Term of
Plan.  Subject to Section 22 hereof, the Plan will
become effective upon its adoption by the Board.  It will continue in
effect for a term of ten (10) years unless terminated earlier under
Section 19 hereof.

     

    19.           Amendment and Termination of
the Plan.

     

    (a)           Amendment and
Termination.  The Administrator may at any time amend, alter,
suspend or terminate the Plan.

     

    (b)           Stockholder
Approval.  The Company will obtain stockholder approval of any
Plan amendment to the extent necessary and desirable to comply with Applicable
Laws.

     

    (c)           Effect of Amendment or
Termination.  No amendment, alteration, suspension, or
termination of the Plan will impair the rights of any Participant, unless
mutually agreed otherwise between the Participant and the Administrator, which
agreement must be in writing and signed by the Participant and the
Company.  Termination of the Plan will not affect the Administrator’s
ability to exercise the powers granted to it hereunder with respect to Awards
granted under the Plan prior to the date of such termination.

     

    20.           Conditions Upon Issuance of
Shares.

     

    (a)           Legal
Compliance.  Shares will not be issued pursuant to the exercise
of an Award unless the exercise of such Award and the issuance and delivery of
such Shares will comply with Applicable Laws and will be further subject to the
approval of counsel for the Company with respect to such
compliance.

     

    (b)           Investment
Representations.  As a condition to the exercise of an Award,
the Company may require the person exercising such Award to represent and
warrant at the time of any such exercise that the Shares are being purchased
only for investment and without any present intention to sell or distribute such
Shares if, in the opinion of counsel for the Company, such a representation is
required.

     

    21.           Inability to Obtain
Authority.  The inability of the Company to obtain authority
from any regulatory body having jurisdiction, which authority is deemed by the
Company’s counsel to be necessary to the lawful issuance and sale of any Shares
hereunder, will relieve the Company of any liability in respect of the failure
to issue or sell such Shares as to which such requisite authority will not have
been obtained.

     

    22.           Stockholder
Approval.  The Plan will be subject to approval by the
stockholders of the Company within twelve (12) months after the date the Plan is
adopted.  Such stockholder approval will be obtained in the manner and
to the degree required under Applicable Laws.


    
      
         


      

      
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