GENSPERA,
INC.

    


    2009
EXECUTIVE COMPENSATION 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 additional incentive to Executive Employees, and

    


         •           
to promote the success of the Company’s business.

    


    The Plan permits the grant of
Incentive Stock Options, Nonstatutory Stock Options, Restricted Stock, Stock
Appreciation Rights, Restricted Stock Units, Performance Units, Performance
Shares and Other Stock Based Awards.

    


    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 of the Plan.

    


    (b)          “Applicable Laws”
means the requirements relating to the administration of equity-based awards or
equity compensation plans under U.S. 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.

    


    (c)          “Award” means,
individually or collectively, a grant under the Plan of Options, SARs,
Restricted Stock, Restricted Stock Units, Performance Units, Performance Shares
or Other Stock Based Awards.

    


    (d)          “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.

    


    (e)          “Award Transfer
Program” means any program instituted by the Administrator which would
permit Participants the opportunity to transfer any outstanding Awards to a
financial institution or other person or entity selected by the
Administrator.

    


    (f)           “Awarded Stock” means
the Common Stock subject to an Award.

    


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

    


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

    


    (i)           Any
“person” (as such term is used in Sections 13(d) and 14(d) of the Exchange Act)
becomes the “beneficial owner” (as defined in Rule 13d-3 of the Exchange Act),
directly or indirectly, of securities of the Company representing fifty percent
(50%) or more of the total voting power represented by the Company’s then
outstanding voting securities and within three (3) years from the date of
such acquisition, a merger or consolidation of the Company with or into the
person (or affiliate thereof) holding such beneficial ownership of securities of
the Company is consummated; or

    


    (ii)           The
consummation of the sale or disposition by the Company of all or substantially
all of the Company’s assets;


    
      
         


      

      
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    (iii)           A
change in the composition of the Board occurring within a two-year period, as a
result of which fewer than a majority of the directors are Incumbent Directors.
“Incumbent Directors” means directors who either (A) are Directors as of
the effective date of the Plan, or (B) are elected, or nominated for
election, to the Board with the affirmative votes of at least a majority of the
Incumbent Directors at the time of such election or nomination (but will not
include an individual whose election or nomination is in connection with an
actual or threatened proxy contest relating to the election of directors to the
Company); or

    


    (iv)           The
consummation of a merger or consolidation of the Company with any other
corporation, other than a merger or consolidation which would result in the
voting securities of the Company outstanding immediately prior thereto
continuing to represent (either by remaining outstanding or by being converted
into voting securities of the surviving entity or its parent) at least fifty
percent (50%) of the total voting power represented by the voting
securities of the Company or such surviving entity or its parent outstanding
immediately after such merger or consolidation.

    


    For
purposes of this Section, “affiliate” will mean, with respect to any specified
person, any other person that directly or indirectly, through one or more
intermediaries, controls, is controlled by, or is under common control with,
such specified person (“control,” “controlled by” and “under common control
with” will mean the possession, directly or indirectly, of the power to direct
or cause the direction of the management and policies of a person, whether
through ownership of voting securities, by contact or credit arrangement, as
trustee or executor, or otherwise).

    


    (i)           “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.

    


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

    


    (k)           “Common Stock” means
the Common Stock of the Company, or in the case of Performance Units and certain
Other Stock Based Awards, the cash equivalent thereof.

    


    (l)           “Company” means
GenSpera, Inc., a Delaware corporation, or any successor thereto.

    


    (m)           [Intentionally
Left Blank]

    


    (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)           “Dividend Equivalent”
means a credit, made at the discretion of the Administrator, to the account of a
Participant in an amount equal to the cash dividends paid on one Share for each
Share represented by an Award held by such Participant.

    


    (q)           “Employee” means any
person employed by the Company or any Parent or Subsidiary 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.

    


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



    
      
         


      

      
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    (s)           “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, and/or
(ii) the exercise price of an outstanding Award is reduced. The terms and
conditions of any Exchange Program will be determined by the Administrator in
its sole discretion.

    


    (t)           “Fair Market Value”
means, as of any date and unless the Administrator determines otherwise, the
value of Common Stock determined as follows:

    


    (i)          If
the Common Stock is listed on any established stock exchange or a national
market system, its Fair Market Value will be the closing sales price for such
stock (or the closing bid, if no sales were reported) as quoted on such exchange
or system for the day of determination, as reported in The Wall Street
Journal  or such other source as the Administrator deems
reliable;

    


    (ii)          If
the Common Stock is regularly quoted by a recognized securities dealer but
selling prices are not reported, the Fair Market Value of a Share of Common
Stock will be the mean between the high bid and low asked prices for the Common
Stock for the day of determination, as reported in The Wall Street
Journal  or such other source as the Administrator deems
reliable; or

    


    (iii)          In
the absence of an established market for the Common Stock, the Fair Market Value
will be determined in good faith by the Administrator.

    


    (iv)          Notwithstanding
the preceding, for federal, state, and local income tax reporting purposes and
for such other purposes as the Administrator deems appropriate, the Fair Market
Value shall be determined by the Administrator in accordance with uniform and
nondiscriminatory standards adopted by it from time to time.

    


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

    


    (v)           “Incentive Stock
Option” means an Option intended to qualify as an incentive stock option
within the meaning of Section 422 of the Code and the regulations
promulgated thereunder.

    


    (w)           “Individual
Objectives” means as to a Participant, the objective and measurable goals
set by a “management by objectives” process and approved by the Committee (in
its discretion).

    


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

    


    (y)          “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.

    


    (z)           “Option” means a stock
option granted pursuant to the Plan.

    


    (aa)        “Other Stock Based
Awards” means any other awards not specifically described in the Plan
that are valued in whole or in part by reference to, or are otherwise based on,
Shares and are created by the Administrator pursuant to
Section 12.

    


    (bb)    
   “Outside Director”
means a Director who is not an Employee.

    


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



    
      
         


      

      
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    (dd)      
 “Participant” means
the holder of an outstanding Award granted under the Plan.

    


    (ee)        “Performance Goals”
means the goal(s) (or combined goal(s)) determined by the Committee (in its
discretion) to be applicable to a Participant with respect to an Award. The
Performance Goals may differ from Participant to Participant and from Award to
Award. Any criteria used may be measured, as applicable, in absolute or relative
terms (including passage of time and/or against another company or companies),
on a per share basis, against the performance of the Company as a whole or any
segment of the Company, and on a pre-tax or after-tax basis.

    


    (ff)        
 “Performance
Share” means an Award granted to a Service Provider pursuant to
Section 10 of the Plan.

    


    (gg)      
 “Performance
Unit” means an Award granted to a Service Provider pursuant to
Section 10 of the Plan.

    


    (hh)      
 “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.

    


    (ii)           “Plan” means this 2009
Executive Compensation Plan.

    


    (jj)           “Restricted Stock”
means shares of Common Stock issued pursuant to a Restricted Stock award under
Section 8, Section 11 or Section 12 of the Plan or issued
pursuant to the early exercise of an Option.

    


    (kk)         “Restricted Stock
Unit” means an Award that the Administrator permits to be paid in
installments or on a deferred basis pursuant to Section 11 of the
Plan.

    


    


    (ll)           “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.

    


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

    


    (nn)         “Service Provider”
means an executive Employee.

    


    (oo)         “Share” means a share
of the Common Stock, as adjusted in accordance with Section 15 of the
Plan.

    


    (pp)         “Stock Appreciation
Right” or “SAR” means an Award,
granted alone or in connection with an Option, that pursuant to Section 9
of the Plan is designated as a SAR.

    


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

    


    (rr)           “Unvested Awards”
means Options or Restricted Stock that (i) were granted to an individual in
connection with such individual’s position as a Service Provider and
(ii) are still subject to vesting or lapsing of Company repurchase rights
or similar restrictions.



    
      
         


      

      
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    3.            Stock Subject to the
Plan.

    


    (a)           Stock Subject to the
Plan.  The maximum number of Shares that may be issued under
the Plan is 1,775,000. The Shares may be authorized, but unissued, or reacquired
Common Stock. Shares shall not be deemed to have been issued pursuant to the
Plan (i) with respect to any portion of an Award that is settled in cash,
or (ii) to the extent such Shares are withheld in satisfaction of tax
withholding obligations. Upon payment in Shares pursuant to the exercise of an
Award, the number of Shares available for issuance under the Plan shall be
reduced only by the number of Shares actually issued in such payment. If a
Participant pays the exercise price (or purchase price, if applicable) of an
Award through the tender of Shares, the number of Shares so tendered shall again
be available for issuance pursuant to future Awards under the Plan.
Notwithstanding anything in the Plan, or any Award Agreement to the contrary,
Shares attributable to Awards transferred under any Award Transfer Program shall
not be again available for grant under the Plan.

    


    


    (b)           Lapsed Awards. If any
outstanding Award expires or is terminated or canceled without having been
exercised or settled in full, or if Shares acquired pursuant to an Award subject
to forfeiture or repurchase are forfeited or repurchased by the Company, the
Shares allocable to the terminated portion of such Award or such forfeited or
repurchased Shares shall again be available for grant under the
Plan.

    


    4.            Administration of the
Plan.

    


    (a)           
Procedure.

    


    (i)           Section 162(m).
To the extent that the Administrator determines it to be desirable and necessary
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 or more “outside directors” within the meaning of
Section 162(m) of the Code.

    


    (ii)            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.

    


    (iii)         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.

    


    (iv)        Delegation of Authority for
Day-to-Day Administration. Except to the extent prohibited by Applicable
Law, the Administrator may delegate to one or more individuals the day-to-day
administration of the Plan and any of the functions assigned to it in this Plan.
Such delegation may be revoked at any time.

    


    (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 number of Shares to be covered by each Award granted
hereunder;

    


    (iv)         to
approve forms of agreement for use under the Plan;

    


    (v)          to
determine the terms and conditions, not inconsistent with the terms of the Plan,
of any Award granted hereunder. Such terms and conditions include, but are not
limited to, the exercise price, the time or times when Awards may be exercised
(which may be based on performance criteria), any vesting acceleration or waiver
of forfeiture or repurchase restrictions, and any restriction or limitation
regarding any Award or the Shares relating thereto, based in each case on such
factors as the Administrator, in its sole discretion, will
determine;



    
      
         


      

      
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    (vi)         to
reduce the exercise price of any Award to the then current Fair Market Value if
the Fair Market Value of the Common Stock covered by such Award shall have
declined since the date the Award was granted;

    


    (vii)        to
institute an Exchange Program;

    


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

    


    (ix)          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 and/or qualifying for preferred
tax treatment under applicable foreign tax laws;

    


    (x)           to
modify or amend each Award (subject to Section 18(c) of the Plan),
including the discretionary authority to extend the post-termination
exercisability period of Awards longer than is otherwise provided for in the
Plan;

    


    (xi)          to
allow Participants to satisfy withholding tax obligations by electing to have
the Company withhold from the Shares or cash to be issued upon exercise or
vesting of an Award that number of Shares or cash having a Fair Market Value
equal to the minimum amount required to be withheld. The Fair Market Value of
any Shares to be withheld will be determined on the date that the amount of tax
to be withheld is to be determined. All elections by a Participant to have
Shares or cash withheld for this purpose will be made in such form and under
such conditions as the Administrator may deem necessary or
advisable;

    


    (xii)         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;

    


    (xiii)       
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;

    


    (xiv)       to
implement an Award Transfer Program;

    


    (xv)        to
determine whether Awards will be settled in Shares, cash or in any combination
thereof;

    


    (xvi)       to
determine whether Awards will be adjusted for Dividend Equivalents;

    


    (xvii)      to
create Other Stock Based Awards for issuance under the Plan;

    


    (xviii)     to
establish a program whereby Service Providers designated by the Administrator
can reduce compensation otherwise payable in cash in exchange for Awards under
the Plan;

    


    (xix)        to
impose such restrictions, conditions or limitations as it determines appropriate
as to the timing and manner of any resales by a Participant or other subsequent
transfers by the Participant of any Shares issued as a result of or under an
Award, including without limitation, (A) restrictions under an insider
trading policy, and (B) restrictions as to the use of a specified brokerage
firm for such resales or other transfers; and

    


    (xx)         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.



    
      
         


      

      
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    5.            Eligibility.
Nonstatutory Stock Options, Restricted Stock, Stock Appreciation Rights,
Performance Units, Performance Shares, Restricted Stock Units and Other Stock
Based Awards may be granted to Service Providers. Incentive Stock Options may be
granted only to Employees.

    


    6.           
Limitations.

    


    (a)           ISO $100,000 Rule.
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, 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.

    


    (b)           No Rights as a Service
Provider. Neither the Plan nor any Award shall confer upon a Participant
any right with respect to continuing his or her relationship as a Service
Provider, nor shall they interfere in any way with the right of the Participant
or the right of the Company or its Parent or Subsidiaries to terminate such
relationship at any time, with or without cause.

    


    (c)           162(m) Limitation.
For purposes of qualifying Awards 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 shall be set by the Administrator on or before the latest date permissible
to enable the Award to qualify as “performance-based compensation” under
Section 162(m) of the Code. In granting Awards which are intended to
qualify under Section 162(m) of the Code, the Administrator shall 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).

    


    7.           Stock
Options.

    


    (a)           Term of Option. The
term of each Option will be stated in the Award Agreement. In the case of an
Incentive Stock Option, the term will be ten (10) years from the date of
grant or such shorter term as may be provided in the Award Agreement. 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
ten percent (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.

    


    (b)           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, subject to the
following:

    


    (1)           In
the case of an Incentive Stock Option

    


    (A)           granted
to an Employee who, at the time the Incentive Stock Option is granted, owns
stock representing more than ten percent (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.

    


    (B)           granted
to any Employee other than an Employee described in paragraph
(A) immediately above, the per Share exercise price will be no less than
100% of the Fair Market Value per Share on the date of
grant.



    
      
         


      

      
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    (2)           In
the case of a Nonstatutory Stock Option, the per Share exercise price will be
determined by the Administrator. In the case of a Nonstatutory Stock Option
intended to qualify as “performance-based compensation” within the meaning of
Section 162(m) of the Code, the per Share exercise price will be no less
than 100% of the Fair Market Value per Share on the date of grant.

    


    (3)           Notwithstanding
the foregoing, Incentive Stock 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 merger or other corporate transaction.

    


    (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.

    


    (c)           Form of
Consideration. The Administrator will determine the acceptable form of
consideration for exercising an Option, including the method of payment. In the
case of an Incentive Stock Option, the Administrator will determine the
acceptable form of consideration at the time of grant. Such consideration to the
extent permitted by Applicable Laws may consist entirely of:

    


    (i)           cash;

    


    (ii)          check;

    


    (iii)         promissory
note;

    


    (iv)         other
Shares which meet the conditions established by the Administrator to avoid
adverse accounting consequences (as determined by the
Administrator);

    


    (v)          consideration
received by the Company under a cashless exercise program implemented by the
Company in connection with the Plan;

    


    (vi)         a
reduction in the amount of any Company liability to the Participant, including
any liability attributable to the Participant’s participation in any
Company-sponsored deferred compensation program or arrangement;

    


    (vii)        any
combination of the foregoing methods of payment; or

    


    (viii)       such
other consideration and method of payment for the issuance of Shares 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.



    
      
         


      

      
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    An Option
will be deemed exercised when the Company receives: (x) written or
electronic notice of exercise (in accordance with the Award Agreement) from the
person entitled to exercise the Option, and (y) full payment for the Shares
with respect to which the Option is exercised. Full payment may consist of any
consideration and method of payment authorized by the Administrator and
permitted by the Award Agreement and the Plan. Shares issued upon exercise of an
Option will be issued in the name of the Participant or, if requested by the
Participant, in the name of the Participant and his or her spouse. Until the
Shares are issued (as evidenced by the appropriate entry on the books of the
Company or of a duly authorized transfer agent of the Company), no right to vote
or receive dividends or any other rights as a stockholder will exist with
respect to the Awarded Stock, notwithstanding the exercise of the Option. The
Company will issue (or cause to be issued) such Shares promptly after the Option
is exercised. 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 15 of the Plan or the applicable Award Agreement.

    


    Exercising
an Option in any manner will decrease the number of Shares thereafter available
for sale under the Option, by the number of Shares as to which the Option is
exercised.

    


    (ii)           Termination of Relationship
as a Service Provider. If a Participant ceases to be a Service Provider,
other than upon 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 on the date one (1) month
following the Participant’s termination. 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.

    


    (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 twelve (12) 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 on the date one
(1) month following the Participant’s termination. 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
following the Participant’s death 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
twelve (12) 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 on the date one (1) month
following the Participant’s death. 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.

    


    (e)           Buyout Provisions.
The Administrator may at any time offer to buy out for a payment in cash or
Shares an Option previously granted based on such terms and conditions as the
Administrator shall establish and communicate to the Participant at the time
that such offer is made.



    
      
         


      

      
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    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. Subject to any restrictions specifically provided
for in this Plan, the Administrator shall have complete discretion to determine
(i) the number of Shares subject to a Restricted Stock award granted to any
Participant, and (ii) the conditions, if any, that must be satisfied, which
typically will be based principally or solely on continued provision of services
but may include a performance-based component, upon which is conditioned the
grant, vesting or issuance of Restricted Stock.

    


    (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. Unless the Administrator determines otherwise,
Shares of Restricted Stock will be held by the Company as escrow agent until the
restrictions on such Shares have lapsed.

    


    (c)           Transferability.
Except as provided in this Section 8, Shares of Restricted Stock may not be
sold, transferred, pledged, assigned, or otherwise

    


    (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.

    


    (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.

    


    9.           Stock Appreciation
Rights.

    


    (a)           Grant of SARs.
Subject to the terms and conditions of the Plan, a SAR 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.
Subject to Section 6(c)(i) of the Plan, the Administrator will have
complete discretion to determine the number of SARs granted to any Service
Provider.

    


    (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 SARs granted
under the Plan.



    
      
         


      

      
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    (d)           Exercise of SARs.
SARs will be exercisable on such terms and conditions as the Administrator, in
its sole discretion, will determine.

    


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

    


    (f)           Expiration of SARs.
An SAR granted under the Plan will expire upon the date determined by the
Administrator, in its sole discretion, and set forth in the Award Agreement.
Notwithstanding the foregoing, the rules of Sections 7(d)(ii), 7(d)(iii) and
7(d)(iv) also will apply to SARs.

    


    (g)           Payment of SAR
Amount. Upon exercise of an SAR, 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 SAR is exercised.

    


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

    


    (h)           Buyout Provisions.
The Administrator may at any time offer to buy out for a payment in cash or
Shares a Stock Appreciation Right previously granted based on such terms and
conditions as the Administrator shall establish and communicate to the
Participant at the time that such offer is made.

    


    10.           Performance Units and
Performance Shares.

    


    (a)           Grant of Performance
Units/Shares. Subject to the terms and conditions of the Plan,
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. Subject to any restrictions specifically provided for in
this Plan, the Administrator will have complete discretion in determining the
number of Performance Units and Performance 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 in its
discretion which, depending on the extent to which they are met, will determine
the number or value of Performance Units/Shares that will be paid out to the
Service Providers. The time period during which the performance objectives must
be met will be called the “Performance Period.” 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. The Administrator may set performance objectives
based upon the achievement of Company-wide, divisional, or individual goals,
applicable federal or state securities laws, or any other basis determined by
the Administrator in its discretion.

    


    (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 have been achieved. After the grant of a
Performance Unit/Share, the Administrator, in its sole discretion, may reduce or
waive any performance objectives for such Performance
Unit/Share.



    
      
         


      

      
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    (e)           Form and Timing of Payment
of Performance Units/Shares. Payment of earned Performance Units/Shares
will be made as soon after the expiration of the applicable Performance Period
at the time determined by the Administrator. 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.

    


    (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.

    


    11.           Restricted Stock
Units. Restricted Stock Units shall consist of a Restricted Stock,
Performance Share or Performance Unit Award that the Administrator, in its sole
discretion permits to be paid out in installments or on a deferred basis, in
accordance with rules and procedures established by the
Administrator.

    


    12.           Other Stock Based
Awards. Other Stock Based Awards may be granted either alone, in addition
to, or in tandem with, other Awards granted under the Plan and/or cash awards
made outside of the Plan. The Administrator shall have authority to determine
the Service Providers to whom and the time or times at which Other Stock Based
Awards shall be made, the amount of such Other Stock Based Awards, and all other
conditions of the Other Stock Based Awards including any dividend and/or voting
rights.

    


    13.           Leaves of Absence.
Unless the Administrator provides otherwise, vesting of Awards granted hereunder
will be suspended during any unpaid leave of absence and will resume on the date
the Participant returns to work on a regular schedule as determined by the
Company; provided, however, that no vesting credit will be awarded for the time
vesting has been suspended during such 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 ninety (90) days,
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 three months following the 91
st  day 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.

    


    14.           Non-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 will contain such
additional terms and conditions as the Administrator deems
appropriate.

    


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

    


    (a)            Adjustments. In the
event that any dividend (excluding an ordinary 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, then the Administrator
shall appropriately adjust the number and class of Shares which may be delivered
under the Plan, the 162(m) annual share issuance limits under Section 6(c)
of the Plan, and the number, class, and price of Shares subject to outstanding
Awards. Notwithstanding the preceding, the number of Shares subject to any Award
always shall be a whole number.


    
      
         


      

      
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    (b)           Dissolution or
Liquidation. In the event that any dividend (excluding an ordinary
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
then the Administrator shall appropriately adjust the number and class of Shares
which may be delivered under the Plan, the 162(m) annual share issuance limits
under Section 6(c) of the Plan, and the number, class, and price of Shares
subject to outstanding Awards. Notwithstanding the preceding, the number of
Shares subject to any Award always shall be a whole number.

    


    (c)           Merger or Change in
Control.

    


    (i)           Stock Options and
SARS. In the event of a merger or Change in Control, each outstanding
Option and SAR shall be assumed or an equivalent option or SAR substituted by
the successor corporation or a Parent or Subsidiary of the successor
corporation. Unless determined otherwise by the Administrator, in the event that
the successor corporation refuses to assume or substitute for the Option or SAR,
the Participant shall fully vest in and have the right to exercise the Option or
SAR as to all of the Awarded Stock, including Shares as to which it would not
otherwise be vested or exercisable. If an Option or SAR is not assumed or
substituted in the event of a merger or Change in Control, the Administrator
shall notify the Participant in writing or electronically that the Option or SAR
shall be exercisable, to the extent vested, for a period of up to fifteen
(15) days from the date of such notice, and the Option or SAR shall
terminate upon the expiration of such period. For the purposes of this
paragraph, the Option or SAR shall be considered assumed if, following the
merger or Change in Control, the option or stock appreciation right confers the
right to purchase or receive, for each Share of Awarded Stock subject to the
Option or SAR immediately prior to the merger or Change in Control, the
consideration (whether stock, cash, or other securities or property) 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 merger or Change in Control is not solely common stock of the
successor corporation or its Parent, the Administrator may, with the consent of
the successor corporation, provide for the consideration to be received upon the
exercise of the Option or SAR, for each Share of Awarded Stock subject to the
Option or SAR, to be solely common stock of the successor corporation or its
Parent equal in fair market value to the per share consideration received by
holders of Common Stock in the merger or Change in Control. Notwithstanding
anything herein 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-merger or post-Change in
Control corporate structure will not be deemed to invalidate an otherwise valid
Award assumption.

    


    (ii)           Restricted Stock,
Performance Shares, Performance Units, Restricted Stock Units and Other Stock
Based Awards. In the event of a merger or Change in Control, each
outstanding Restricted Stock, Performance Share, Performance Unit, Other Stock
Based Award and Restricted Stock Unit awards shall be assumed or an equivalent
Restricted Stock, Performance Share, Performance Unit, Other Stock Based Award
and Restricted Stock Unit award substituted by the successor corporation or a
Parent or Subsidiary of the successor corporation.  Unless determined
otherwise by the Administrator, in the event that the successor corporation
refuses to assume or substitute for the Restricted Stock, Performance Share,
Performance Unit, Other Stock Based Award or Restricted Stock Unit award, the
Participant shall fully vest in the Restricted Stock, Performance Share,
Performance Unit, Other Stock Based Award or Restricted Stock Unit including as
to Shares which would not otherwise be vested. For the purposes of this
paragraph, a Restricted Stock, Performance Share, Performance Unit, Other Stock
Based Award and Restricted Stock Unit award shall be considered assumed if,
following the merger or Change in Control, the award confers the right to
purchase or receive, for each Share subject to the Award immediately prior to
the merger or Change in Control, the consideration (whether stock, cash, or
other securities or property) 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 merger or Change
in Control is not solely common stock of the successor corporation or its
Parent, the Administrator may, with the consent of the successor corporation,
provide for the consideration to be received, for each Share and each unit/right
to acquire a Share subject to the Award, to be solely common stock of the
successor corporation or its Parent equal in fair market value to the per share
consideration received by holders of Common Stock in the merger or Change in
Control. Notwithstanding anything herein 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-merger or post-Change in Control corporate structure will not
be deemed to invalidate an otherwise valid Award
assumption.



    
      
         


      

      
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    16.           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.

    


    17.           Term of Plan. Subject
to Section 22 of the Plan, the Plan will become effective upon its adoption
by the Board. The Plan will continue in effect for a term ending on the 10 year
anniversary of the date the Plan is adopted, unless terminated earlier under
Section 18 of the Plan.

    


    18.           Amendment and Termination of
the Plan.

    


    (a)            Amendment and
Termination. The Board 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. Subject to Section 20 of the Plan, 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.

    


    19.           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 or receipt of an Award,
the Company may require the person exercising or receiving such Award to
represent and warrant at the time of any such exercise or receipt 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.

    


    20.           Severability.
Notwithstanding any contrary provision of the Plan or an Award to the contrary,
if any one or more of the provisions (or any part thereof) of this Plan or the
Awards shall be held invalid, illegal or unenforceable in any respect, such
provision shall be modified so as to make it valid, legal and enforceable, and
the validity, legality and enforceability of the remaining provisions (or any
part thereof) of the Plan or Award, as applicable, shall not in any way be
affected or impaired thereby.

    


    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.


    
      
         


      

      
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