EXHIBIT
10.1 


QUANTUM CORPORATION


2012 LONG-TERM INCENTIVE
PLAN 

(September 9, 2014
Amendment and Restatement) 

     1. Background and Purposes of
the Plan. This amended and
restated Plan is effective as of September 9, 2014, subject to approval by an
affirmative vote of the holders of a majority of Shares that are present in
person or by proxy and entitled to vote at the 2014 Annual Meeting of
Stockholders of the Company. The Plan was formerly known as the 1993 Long-Term
Incentive Plan. 

          The
purposes of this Plan are:

	to attract and retain the best
  available Employees, Directors and Consultants for positions of substantial
  responsibility,
 
  
	to provide incentive to Employees,
  Directors and Consultants, and
 
  
	to promote the success of the
  Company’s business. 


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

     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 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, Stock Appreciation Rights,
Restricted Stock, Restricted Stock Units, Performance Units or Performance
Shares. 

         
(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 that would
permit Participants the opportunity to transfer for value any outstanding Awards
to a financial institution or other person or entity approved by the
Administrator. A transfer for “value” shall not be deemed to occur under this
Plan where an Award is transferred by a Participant not for consideration and
for bona fide estate planning purposes to a trust or other entity approved by
the Administrator and for the benefit of the Participant’s family. 

          (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 that 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 fifty percent
(50%) of the total voting power of the stock of the Company; provided, however,
that for purposes of this subsection, the acquisition of additional stock by any
one Person, who is considered to own more than fifty percent (50%) of the total
voting power of the stock of the Company at the time of the acquisition of the
additional stock 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 be in effective control of 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
fifty percent (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,
fifty percent (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, fifty percent (50%) or more of the total value or voting power of
all the outstanding stock of the Company, or (4) an entity, at least fifty
percent (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 definition, 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. 

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               Notwithstanding
the foregoing, a transaction will not be deemed a Change in Control unless the
transaction qualifies as a change in control event within the meaning of Section
409A. 

               Further
and for the avoidance of doubt, a transaction will not constitute a Change in
Control if: (i) its sole purpose is to change the state of the Company’s
incorporation, or (ii) its sole purpose is to create a holding company that will
be owned in substantially the same proportions by the persons who held the
Company’s securities immediately before such transaction. 

          (h) “Code” means the Internal Revenue Code
of 1986, as amended. Reference to a specific section of the Code or regulation
thereunder shall include such section or regulation, any valid regulation
promulgated under such section, and any comparable provision of any future
legislation or regulation amending, supplementing or superseding such section or
regulation. 

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

          (j) “Common Stock” means the common stock
of the Company. 

          (k) “Company” means Quantum Corporation, a
Delaware corporation, or any successor thereto. 

          (l) “Consultant” means any natural person,
including an advisor, engaged by the Company or a Parent or Subsidiary to render
services to such entity in a capacity other than as an Employee or Director;
provided, however, that a Consultant will include only those persons to whom the
issuance of Shares may be registered under Form S-8 under the Securities Act of
1933, as amended.

          (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 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.


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

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          (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 higher or lower exercise prices and
different terms), awards of a different type, and/or cash, (ii) Participants
would have the opportunity to participate in an Award Transfer Program, 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 Common Stock determined as follows: 

               (i) If the Common Stock is listed
on any established stock exchange or a national market system, including without
limitation the New York Stock Exchange, the NASDAQ Global Select Market, the
NASDAQ Global Market or the NASDAQ Capital Market of The NASDAQ Stock Market,
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 on
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 will be the mean between the high bid
and low asked prices for the Common Stock on the day of determination (or, if no
bids and asks were reported on that date, as applicable, on the last trading
date such bids and asks were reported), 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. 

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

          (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 the Plan. 

          (y) “Outside Director” means a Director who
is not an Employee or Consultant. 

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


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

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          (bb) “Performance-Based Award” means any
Award that is subject to the terms and conditions set forth in Section 10 of the
Plan. All Performance-Based Awards are intended to qualify as qualified
performance-based compensation under Section 162(m) of the Code. 

          (cc) “Performance Goals” means the goal(s)
(or combined goal(s)) determined by the Administrator (in its discretion) to be
applicable to a Participant with respect to an Award. As determined by the
Administrator, the Performance Goals applicable to an Award may provide for a
targeted level or levels of achievement using one or more of the following
measures: (a) cash flow, (b) customer satisfaction, (c) earnings per share, (d)
expense control, (e) margin, (f) market share, (g) operating profit, (h) product
development and/or quality, (i) profit, (j) return on capital, (k) return on
equity, (l) revenue and (m) total shareholder return. Any Performance Goal used
may be measured (1) in absolute terms, (2) in combination with another
Performance Goal or Goals (for example, but not by way of limitation, as a ratio
or matrix), (3) in relative terms (including, but not limited to, as compared to
results for other periods of time, against financial metrics, and/or against
another company, companies or an index or indices), (4) on a per-share or
per-capita basis, (5) against the performance of the Company as a whole or a
specific business unit(s), business segment(s) or product(s) of the Company,
and/or (6) on a pre-tax or after-tax basis. Prior to the Determination Date, the
Committee, in its discretion, will determine whether any significant element(s)
or item(s) will be included in or excluded from the calculation of any
Performance Goal with respect to any Participants (for example, but not by way
of limitation, the effect of mergers and acquisitions). As determined in the
discretion of the Committee prior to the Determination Date, achievement of
Performance Goals for a particular Award may be calculated in accordance with
the Company’s financial statements, prepared in accordance with generally
accepted accounting principles, or as adjusted for certain costs, expenses,
gains and losses to provide non-GAAP measures of operating results. 

          (dd) Performance
Period” means any Fiscal Year (or period of
four (4) consecutive fiscal quarters) or such longer period as determined by the
Administrator in its sole discretion during which the performance objectives
must be met. 

          (ee) “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 of the Plan. 

          (ff) “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 of the Plan. 

          (gg) “Period of Restriction” means the
period during which Restricted Stock Units, Performance Shares, Performance
Units and/or 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, continued
service, the achievement of target levels of performance, the achievement of
Performance Goals, or the occurrence of other events as determined by the
Administrator. Notwithstanding any contrary provision of the Plan (but subject
to the following sentence), the Period of Restriction for such an Award shall
expire in full no earlier than (a) the third (3rd) annual anniversary of the
grant date if the vesting period expires solely as the result of continued employment or service, and
(b) the first (1st) annual anniversary of the grant date if expiration of the
vesting period is conditioned on achievement of performance objectives and does
not expire solely as the result of continued employment or service. The
preceding minimum vesting periods shall not apply with respect to Awards to
Directors, or to an Award if determined by the Administrator (in its
discretion): (a) due to death, Disability, Retirement, or major capital change,
or (b) with respect to Awards other than Options and SARs covering, in the
aggregate, no more than five percent (5%) of the shares reserved for issuance
under the Plan. 

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          (hh) “Plan” means this 2012 Long-Term Incentive Plan. 

          (ii) “Restricted Stock” means Shares issued
pursuant to a Restricted Stock award under Section 7 of the Plan, or issued
pursuant to the early exercise of an Option. 

          (jj) “Restricted Stock Unit” means a
bookkeeping entry representing an amount equal to the Fair Market Value of one
Share, granted pursuant to Section 8 of the Plan. Each Restricted Stock Unit
represents an unfunded and unsecured obligation of the Company. 

          (kk) “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. 

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

          (mm) “Section 409A” means Section 409A of
the Code, and any proposed, temporary or final Treasury Regulations and Internal
Revenue Service guidance thereunder, as each may be amended from time to time.


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

          (oo) “Share” means a share of the Common
Stock, as adjusted in accordance with Section 13 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 Stock Appreciation Right. 

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

     3.
Stock Subject to the Plan.

          (a) Stock Subject to the
Plan. Subject to the provisions of Section 13
of the Plan, the maximum aggregate number of Shares that may be issued under the
Plan shall equal the sum of (i) 30,500,000 Shares, (ii) any Shares (not to
exceed 2,500,000) that remain available to be issued under the Company’s 1993
Long-Term Incentive Plan or the Company’s Nonemployee Director Equity Incentive
Plan as of August 14, 2012, (iii) any Shares (not to exceed 5,000,000) that,
after August 14, 2012, otherwise would have been returned to the Company’s 1993
Long-Term Incentive Plan or the Company’s Nonemployee Director Equity Incentive
Plan on account of the expiration, cancellation, repurchase or forfeiture of
awards granted under the Company’s 1993 Long-Term Incentive Plan or Nonemployee Director Equity Incentive Plan, and (iv)
any shares (not to exceed 5,000,000 used to pay the exercise price or purchase
of an award or to satisfy the tax withholding obligations related to an award
granted under the Company’s 1993 Long-Term Incentive Plan or the Company’s
Nonemployee Director Equity Incentive Plan on or before August 14, 2012, that
otherwise would have been returned to the Company’s 1993 Long-Term Incentive
Plan or the Company’s Nonemployee Director Equity Incentive Plan after August
14, 2012. The Shares may be authorized, but unissued, or reacquired Common
Stock. 

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          (b) Lapsed Awards. If an Award expires or
becomes unexercisable without having been exercised in full, is surrendered
pursuant to an Exchange Program, or, with respect to Restricted Stock,
Restricted Stock Units, Performance Units or Performance Shares, is forfeited to
or repurchased by the Company due to failure to vest, the unpurchased Shares (or
for Awards other than Options or 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, whether or not actually issued
pursuant to such exercise 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 Shares issued pursuant to Awards 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 exercise price
or purchase of an Award or to satisfy the tax withholding obligations related to
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 anything in the Plan or any Award Agreement to
the contrary, Shares actually issued pursuant to Awards transferred under any
Award Transfer Program will not be again available for grant under the Plan.
Notwithstanding the foregoing and, subject to adjustment as provided in Section
13 of the Plan, 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) of the Plan, plus, to the extent allowable under Section 422 of
the Code and the Treasury Regulations promulgated thereunder, any Shares that
become available for issuance under the Plan pursuant to 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. 

     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. 

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               (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.

               (v) 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 Award
Agreements 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
restrictions, and any restriction, limitation or requirement regarding any Award
or the Shares covered thereby (for example, but not by way of limitation, any
holding period or ownership requirement), based in each case on such factors as
the Administrator (in its discretion) shall determine; 

               (vi) to determine the terms and
conditions of any Exchange Program and/or Award Transfer Program and with the
consent of the Company’s stockholders, to institute an Exchange Program and/or
Award Transfer Program (provided that the Administrator may not implement an
Exchange Program and/or Award Transfer Program without first receiving the
consent of the Company’s stockholders); 

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

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               (viii) 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 or
facilitating compliance with applicable foreign laws and/or for qualifying for
favorable tax treatment under applicable foreign laws; 

               (ix) to modify or amend each Award
(subject to Section 18 of the Plan), including but not limited to the
discretionary authority to extend the post-termination exercisability period of
Awards and to extend the maximum term of an Option (subject to Section 6(b) of
the Plan regarding Incentive Stock Options); 

               (x) to allow Participants to
satisfy withholding tax obligations in such manner as prescribed in Section 14
of the Plan; 

               (xi) 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 pursuant to such procedures as
the Administrator may determine; 

               (xii) to allow a Participant, in
compliance with all Applicable Laws including, but not limited to, Section 409A,
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; and 

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

               (xiv) 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;

               (xv) to require that the
Participant’s rights, payments and benefits with respect to an Award (including
amounts received upon the settlement or exercise of an Award) shall be subject
to reduction, cancellation, forfeiture or recoupment upon the occurrence of
certain specified events, in addition to any otherwise applicable vesting or
performance conditions of an Award, as may be specified in an Award Agreement at
the time of the Award, or later if (A) Applicable Laws require the Company to
adopt a policy requiring such reduction, cancellation, forfeiture or recoupment,
or (B) pursuant to an amendment of an outstanding Award; and 

               (xvi) 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 and shall be given the maximum deference
permitted by law. 

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

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     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 one hundred thousand dollars
($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. 

              
(ii) The Administrator will have complete discretion to determine the number
of Shares subject to an Option granted to any Participant, provided that,
subject to the provisions of Section 13, during any Fiscal Year, the number of
Shares covered by Options granted to any one Service Provider will not exceed
more than two million five hundred thousand (2,500,000) Shares; provided,
however, that in connection with his or her initial service, a Service Provider
may be granted Options covering up to an additional two million five hundred
thousand (2,500,000) Shares in the Fiscal Year in which his or her service as a
Service Provider first commences. 

         
(b) Term of Option. The term of each
Option will be stated in the Award Agreement; provided, however, that the term
will be no more than seven (7) years from the date of grant hereof. 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. 

         
(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, 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 one hundred ten percent (110%) of the
Fair Market Value per Share on the date of grant.

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(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 one
hundred percent (100%) of the Fair Market Value per Share on the date of grant.


                   
(2) In the case of a Nonstatutory Stock Option, the per Share
exercise price will be no less than one hundred percent (100%) of the Fair
Market Value per Share on the date of grant. 

                   
(3) Notwithstanding the foregoing, Options may be granted with a per Share
exercise price of less than one hundred percent (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 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 may consist entirely of, without
limitation: (1) cash; (2) check; (3) promissory note, to the extent permitted by
Applicable Laws, (4) other Shares, provided that such Shares have a Fair Market
Value on the date of surrender equal to the aggregate exercise price of the
Shares as to which such Option will be exercised and provided that accepting
such Shares will not result in any adverse accounting consequences to the
Company, as the Administrator determines in its sole discretion; (5)
consideration received by the Company under a cashless exercise program (whether
through a broker, net exercise program or otherwise) implemented by the Company
in connection with the Plan; (6) by reduction in the amount of any Company
liability to the Participant, (7) by net exercise; (8) such other consideration
and method of payment for the issuance of Shares to the extent permitted by
Applicable Laws; or (9) any combination of the foregoing methods of payment.


         
(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) a
notice of exercise (in such form as the Administrator may specify 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
applicable withholding taxes). 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 Shares
subject to an Option, 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 13 of the Plan. 

-11-








              
Exercising an Option in any manner will decrease the number of Shares
thereafter available, both for purposes of the Plan and 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 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 (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 be forfeited and revert to the Plan. If
after termination the Participant does not exercise his or her Option within the
time specified by the Award Agreement, this Plan or 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 (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 be forfeited and 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 following the
Participant’s death within such period of time as is specified in the Award
Agreement (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 designation has been
permitted by the Administrator and provided a beneficiary has been designated
prior to Participant’s death in a form acceptable to the Administrator. If a
beneficiary designation has not been permitted by the Administrator or if no
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 be forfeited and 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.

-12-








     7. 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; provided,
that, subject to the provisions of Section 13 of the Plan, during any Fiscal
Year, the number of Shares of Restricted Stock granted to any one Service
Provider will not exceed more than one million (1,000,000) Shares; provided,
however, that in connection with his or her initial service, a Service Provider
may be granted an additional one million (1,000,000) Shares of Restricted Stock
in the Fiscal Year in which his or her service as a Service Provider first
commences.

         
(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, the Company as escrow agent will
hold Shares of Restricted Stock until the restrictions on such Shares have
lapsed. 

         
(c) Transferability. Except as provided in
this Section 7 or the Award Agreement, 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. 

              
(i) General Restrictions. The
Administrator may set restrictions based upon continued employment or service,
the achievement of specific performance objectives (Company-wide, departmental,
divisional, business unit, or individual), applicable federal or state
securities laws, or any other basis determined by the Administrator in its
discretion. 

              
(ii) 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 shall 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
shall follow any procedures determined by it from time to time to be necessary
or appropriate to ensure qualification of the Restricted Stock under Section
162(m) of the Code (e.g., in determining the Performance Goals and certifying in
writing whether the applicable Performance Goals have been achieved after the
completion of the applicable Performance Period). 

         
(e) Removal of Restrictions. Except as
otherwise provided in this Section 7, 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 or at such other
time as the Administrator may determine. The Administrator, in its discretion,
may accelerate the time at which any restrictions will lapse or be
removed.

-13-








          (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 the Administrator provides otherwise. 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, subject to Section
3, again will become available for grant under the Plan. 

    
8. Restricted Stock Units. 

         
(a) Grant. Subject to the terms and
provisions of the Plan, the Administrator, at any time and from time to time,
may grant Restricted Stock Units to Service Providers in such amounts as the
Administrator, in its sole discretion, will determine; provided, that subject to
the provisions of Section 13 of the Plan, during any Fiscal Year, the number of
Restricted Stock Units granted to any one Service Provider will not exceed more
than one million (1,000,000); provided, however, that in connection with his or
her initial service, a Service Provider may be granted an additional one million
(1,000,000) Restricted Stock Units in the Fiscal Year in which his or her
service as a Service Provider first commences. After the Administrator
determines that it will grant Restricted Stock Units under the Plan, it will
advise the Participant in an Award Agreement of the terms, conditions, and
restrictions related to the grant, including the number of Restricted Stock
Units.

         
(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.

              
(i) General Restrictions. The
Administrator may set vesting criteria based upon continued employment or
service, the achievement of specific performance objectives (Company-wide,
departmental, divisional, business unit, or individual goals (including, but not
limited to, continued employment or service), applicable federal or state
securities laws or any other basis determined by the Administrator in its
discretion.

              
(ii) 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 shall be set by the
Administrator on or before the Determination Date. In granting Restricted Stock
Units that 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 Restricted Stock
Units under Section 162(m) of the Code (e.g., in determining the Performance
Goals and certifying in writing whether the applicable Performance Goals have
been achieved after the completion of the applicable Performance Period).


-14-








         
(c) Earning Restricted Stock Units. Upon
meeting the applicable vesting criteria, the Participant will be entitled to
receive a payout as determined by the Administrator. Notwithstanding the
foregoing, at any time after the grant of Restricted Stock Units, the
Administrator, in its sole discretion, may reduce or waive any vesting criteria
that must be met to receive a payout. 

         
(d) Form and Timing of Payment. Payment of
earned Restricted Stock Units will be made as soon as practicable after the
date(s) determined by the Administrator and set forth in the Award Agreement;
provided, however, that the timing of payment shall in all cases comply with
Section 409A to the extent applicable to the Award. The Administrator, in its
sole discretion, may only settle earned Restricted Stock Units in cash, Shares,
or a combination of both. 

         
(e) Cancellation. On the date set forth in
the Award Agreement, all unearned Restricted Stock Units will be forfeited to
the Company and, subject to Section 3 of the Plan, again will become available
for grant under the Plan. 

     9. 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 Service Provider, provided that, subject to the provisions
of Section 13, during any Fiscal Year, the number of Shares covered by Stock
Appreciation Rights granted to any one Service Provider will not exceed more
than two million five hundred thousand (2,500,000) Shares; provided, however,
that in connection with his or her initial service, a Service Provider may be
granted SARs covering up to an additional two million five hundred thousand
(2,500,000) Shares in the Fiscal Year in which his or her service as a Service
Provider first commences. 

         
(c) Exercise Price and Other Terms. The
per share exercise price for the Shares to be issued pursuant to exercise of a
Stock Appreciation Right will be determined by the Administrator and will be no
less than one hundred percent (100%) of the Fair Market Value per Share on the
date of grant. Otherwise, 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. 

         
(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. Notwithstanding the foregoing, the rules of Section 6(b) of
the Plan relating to the maximum term and Section 6(d) of the Plan relating to
exercise also will apply to Stock Appreciation Rights. 

-15-








          (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. 

    
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. The
Administrator will have complete discretion in determining the number of
Performance Units and Performance Shares granted to each Participant; provided,
that subject to the provisions of Section 13 of the Plan, during any Fiscal
Year, (a) the number of Performance Shares granted to any one Service Provider
will not exceed more than one million (1,000,000); provided, however, that in
connection with his or her initial service, a Service Provider may be granted an
additional one million (1,000,000) Performance Shares in the Fiscal Year in
which his or her service as a Service Provider first commences, and (b) no
Service Provider will receive Performance Units having an initial value greater
than ten million dollars ($10,000,000); provided, however, that in connection
with his or her initial service, a Service Provider may be granted additional
Performance Units in the Fiscal Year in which his or her service as a Service
Provider first commences having an initial value no greater than ten million
dollars ($10,000,000). 

         
(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 (including, without limitation, continued status as a Service
Provider) 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 or other vesting provisions 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.

-16-








              
(i) General Restrictions. The
Administrator may set vesting criteria based upon continued employment or
service, the achievement of specific performance objectives (Company-wide,
departmental, divisional, business unit, or individual goals (including, but not
limited to, continued employment or service), applicable federal or state
securities laws or any other basis determined by the Administrator in its
discretion.

              
(ii) Section 162(m) Performance Restrictions. For purposes of qualifying grants of Performance Shares and/or
Performance 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 shall be set by the
Administrator on or before the Determination Date. In granting Performance
Shares and/or Performance Units that 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 Performance Shares and/or Performance Units under Section 162(m) of the Code
(e.g., in determining the Performance Goals and certifying in writing whether
the applicable Performance Goals have been achieved after the completion of the
applicable Performance Period). 

         
(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 or
as otherwise determined by the Administrator; provided, however, that the timing
of payment shall in all cases comply with Section 409A to the extent applicable
to the Award. 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. No
right to receive any ordinary cash dividends will exist with respect to any
unvested Shares under the Performance Units/Shares. In the event of any
extraordinary cash dividend payable with respect to Shares, the extraordinary
cash dividends payable with respect to the unvested Shares under the Performance
Units/Shares, if any (as determined in accordance with Section 13 and/or other
applicable provisions of the Plan), will be subject to the same restrictions on
vesting, transferability and forfeitability as the Shares subject to the
Performance Shares/Units with respect to which the dividends are
payable.

         
(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, subject to
Section 3 of the Plan, again will be available for grant under the Plan.


-17-








    
11. Leaves
of Absence/Transfer Between Locations. If
determined by the Administrator (in its discretion and on a case-by-case basis)
or as otherwise required by Applicable Law, vesting of Awards granted hereunder will be suspended during any unpaid
leave of absence, such that vesting shall cease on the first day of any unpaid
leave of absence and shall only recommence upon return to active service. A
Participant 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 following the first (1st) 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. 

    
12. 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. Notwithstanding anything to
the contrary in the Plan, in no event will the Administrator have the right to
determine and implement the terms and conditions of any Award Transfer Program
without stockholder approval. 

    
13. 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, the
numerical Share limits in Section 3 of the Plan and the per person numerical
Share limits in Sections 6(a), 7(a), 8(a), 9(b) and 10(a) of the Plan.
Notwithstanding the preceding, the number of Shares subject to any Award always
shall be a whole number.

         
(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 (with respect to an Option or SAR) or vested (with respect
to an Award other than an Option or SAR), an Award will terminate immediately
prior to the consummation of such proposed action. 

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

-18-








          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 and Restricted Stock Units
will lapse, and, with respect to Awards with performance-based vesting, all
performance goals or other vesting criteria will be deemed achieved at one
hundred percent (100%) of target levels and all other terms and conditions met.
In addition, if an Option or Stock Appreciation Right is not assumed or
substituted in the event of a merger or Change in Control, the Administrator
will notify the Participant in writing or electronically that the Option or
Stock Appreciation Right will be 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 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 transaction, the consideration (whether stock, cash, or other securities or
property) received in the transaction 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 transaction 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 an Option or Stock Appreciation Right or upon the payout of a
Restricted Stock Unit, Performance Unit or Performance Share, for each Share
subject to such 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 transaction. 

         
Notwithstanding anything in this Section 13(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-transaction corporate structure will not be deemed
to invalidate an otherwise valid Award assumption.

         
(d) Outside Director Awards. With respect
to Awards granted to an Outside Director that are assumed or substituted for, if
on the date of or following such assumption or substitution the Participant’s
status as a Director or a director of the successor corporation, as applicable,
is terminated other than upon a voluntary resignation by the Participant (unless
such resignation is at the request of the acquirer), then the Participant will
fully vest in and have the right to exercise Options and/or Stock Appreciation
Rights as to all of the Shares underlying such Award, including those Shares
which would not otherwise be vested or exercisable, all restrictions on
Restricted Stock and Restricted Stock Units will lapse, and, with respect to
Awards with performance-based vesting, all performance goals or other vesting
criteria will be deemed achieved at one hundred percent (100%) of target levels
and all other terms and conditions met. 

-19-








     14. Tax.

         
(a) Withholding Requirements. Prior to the
delivery of any Shares or cash pursuant to an Award (or exercise thereof) or
such earlier time as any tax withholding obligations are due, 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) (a) paying
cash, (b) electing to have the Company withhold otherwise deliverable cash or
Shares having a Fair Market Value equal to the minimum statutory amount required
to be withheld or such other amount as will not result in any adverse accounting
consequences to the Company, as the Administrator determines in its sole
discretion, or (c) delivering to the Company already-owned Shares having a Fair
Market Value equal to the minimum statutory amount required to be withheld or
such other amount as will not result in any adverse accounting consequences to
the Company, as the Administrator determines in its sole discretion. 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. 

         
(c) Compliance With Section 409A. Awards
will be designed and operated in such a manner that they are either exempt from
the application of, or comply with, the requirements of Section 409A such that
the grant, payment, settlement or deferral will not be subject to the additional
tax or interest applicable under Section 409A, except as otherwise determined in
the sole discretion of the Administrator. Each payment or benefit under this
Plan and under each Award Agreement is intended to constitute a separate payment
for purposes of Section 1.409A-2(b)(2) of the Treasury Regulations. The Plan,
each Award and each Award Agreement under the Plan is intended to be exempt from
or otherwise meet the requirements of Section 409A and will be construed and
interpreted, including but not limited with respect to ambiguities and/or
ambiguous terms, in accordance with such intent, except as otherwise
specifically determined in the sole discretion of the Administrator. To the
extent that an Award or payment, or the settlement or deferral thereof, is
subject to Section 409A the Award will be granted, paid, settled or deferred in
a manner that will meet the requirements of Section 409A, such that the grant,
payment, settlement or deferral will not be subject to the additional tax or
interest applicable under Section 409A. 

    
15. 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. 

    
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.

-20-








     17. Term of Plan. Subject to Section
23 of the
Plan, the Plan will become effective upon its approval by the Company’s
stockholders. It will continue in effect for a term of ten (10) years from the
date of the initial Board action to adopt the Plan unless terminated earlier
under Section 18 of the Plan. 

    
18. 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.


    
19. Compliance with Applicable Laws. The
terms of the Plan are subject to Applicable Laws and shall be interpreted in
such a manner as to comply with Applicable Laws. 

    
20. Conditions Upon Issuance of Shares.


         
(a) Legal Compliance. The granting of
Awards and the issuance and delivery of Shares under the Plan shall be subject
to all Applicable Laws, rule and regulations, and to such approvals by any
governmental agencies or national securities exchanges as may be required.
Shares will not be issued pursuant to the exercise or vesting of an Award and
the Company may not permit the exercise or vesting of an Award unless the
exercise or vesting of such Award and the issuance and delivery of such Shares
will comply with Applicable Laws, rules and regulations 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 or to complete or comply with the requirements of any registration
or other qualification of the Awards and/or Shares under any state, federal or
foreign law or under the rules and regulations of the Securities and Exchange
Commission, the stock exchange on which Shares of the same class are then
listed, or any other governmental or regulatory body, which authority,
registration, qualification or rule compliance is deemed by the Company’s
counsel to be necessary or advisable for the grant, exercise or vesting of
Awards or the issuance and sale of any Shares hereunder, will relieve the
Company of any liability in respect of the failure to grant Awards, to allow
exercise or vesting of Awards or to issue or sell such Shares as to which such
requisite authority, registration, qualification or rule compliance will not
have been obtained. 

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22. Forfeiture Events. The Administrator
may specify in an Award Agreement that the Participant’s rights, payments, and
benefits with respect to an Award shall be subject to reduction, cancellation,
forfeiture, or recoupment upon the occurrence of certain specified events, in
addition to any otherwise applicable vesting or performance conditions of an
Award. Such events may include, but shall not be limited to, fraud, breach of a
fiduciary duty, restatement of financial statements as a result of fraud or
willful errors or omissions, termination of employment for cause, violation of
material Company and/or Subsidiary policies, breach of non-competition,
confidentiality, or other restrictive covenants that may apply to the
Participant, or other conduct by the Participant that is detrimental to the
business or reputation of the Company and/or its Subsidiaries. The Administrator
may also require the application of this Section with respect to any Award
previously granted to a Participant even without any specified terms being
included in any applicable Award Agreement to the extent required under
Applicable Laws. 

    
23. 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 by the Board. Such stockholder approval will
be obtained in the manner and to the degree required under Applicable
Laws.

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