exhibit2.htm


    Exhibit
10.1

    Century
Aluminum Company

     

    AMENDED
AND RESTATED 1996 STOCK INCENTIVE PLAN

     

    (as
amended and restated May 27, 2009)

     

    
      	
               
      

            	
              I.

            	
              PURPOSES AND SCOPE OF
      PLAN

            


    

     

    Century
Aluminum Company (the “Company”) desires to
afford certain salaried officers and other salaried key employees of the Company
and its subsidiaries who are in a position to affect materially the
profitability and growth of the Company and its subsidiaries an opportunity to
acquire a proprietary interest in the Company, and thus to create in such
persons interest in and a greater concern for the welfare of the
Company.  Non-employee Directors (as hereinafter defined) are also
eligible to participate in the Amended and Restated 1996 Stock Incentive Plan
(the “Plan”),
which enables the Company to attract and retain outside directors of the highest
caliber and experience and to provide an incentive for such directors to
increase their proprietary interest in the Company’s long-term
success.  These objectives will be promoted through the granting to
such key employees and Non-employee Directors of equity instruments including
(i) incentive stock options (“Incentive Options”)
which are intended to qualify under Section 422 (or any successor provision) of
the Internal Revenue Code of 1986, as amended (the “Code”); (ii) options
which are not intended to so qualify (“NQSOs”); and (iii)
performance shares or performance share units (collectively, “Performance
Shares”).

     

    The
awards offered to employees pursuant to this Plan are a matter of separate
inducement and are not in lieu of any salary or other compensation for
services.

     

    The
Company, by means of the Plan, seeks to retain the services of persons now
holding key positions and to secure the services of persons capable of filling
such positions.

     

    
      	
               
      

            	
                 
      II.    

            	
              AMOUNT OF STOCK
      SUBJECT TO THE PLAN

            


    

        

    The total
number of shares of common stock, $0.01 par value, per share, of the Company, or
any other security into which such shares of common stock may be changed by
reason of any transaction or event of the type referred to below in this Article
II (the “Shares”) reserved and
available for distribution pursuant to options and awards granted hereunder
shall not exceed, in the aggregate, 10,000,000 (which consists of those Shares
that were previously authorized and 5,000,000 Shares that are being
added as part of this amendment and restatement), subject to adjustment as
described below.  All Shares available for distribution under the Plan
may be issued pursuant to Incentive Options, NQSOs or Performance Shares or a
combination of the foregoing.

     

    Shares
which may be acquired under the Plan may be either shares of original issuance
or treasury shares, or both, at the discretion of the
Company.  Whenever any outstanding option or award or portion thereof
expires, is canceled, is forfeited or is otherwise terminated without having
been exercised or without having fully vested, or the underlying Shares are
unissued for any reason, including those withheld by or surrendered to the
Company to satisfy withholding tax obligations or in payment of the exercise
price of an award, the Shares allocable to the expired, canceled, forfeited or
otherwise terminated portion of the option or award, and any Shares withheld by
or surrendered to the Company, may again be the subject of options or awards
granted hereunder.  In addition, any Shares which are available or
become available for grant under the Company’s Non-Employee Directors Plan on or
after July 1, 2005 shall be available for grant under this Plan.

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    Upon any
stock dividend, stock split, combination or exchange of Shares, recapitalization
or other change in the capital structure of the Company, corporate separation or
division (including, but not limited to, split-up, split-off, spin-off or
distribution to Company shareholders other than a normal cash dividend), sale by
the Company of all or a substantial portion of its assets, rights offering,
merger, consolidation, reorganization or partial or complete liquidation, or any
other corporate transaction or event having an effect similar to any of the
foregoing, the aggregate number of Shares reserved for issuance under the Plan,
the number and option price of Shares subject to outstanding options, the
financial performance objectives contained in a Performance Share award, the
number of Shares subject to a Performance Share award and any other
characteristics or terms of the options and awards as the Board of Directors (as
hereinafter defined) or the Committee (as hereinafter defined), as the case may
be, shall deem necessary or appropriate to reflect equitably the effects of such
changes to the holders of options and awards, shall be appropriately substituted
for new shares or other consideration, or otherwise adjusted, as determined by
the Board of Directors or the Committee, as the case may be, in its
discretion.  Notwithstanding the foregoing, (i) each such adjustment
with respect to an Incentive Option shall comply with the rules of Section
424(a) (or any successor provision) of the Code, and (ii) in no event shall any
adjustment be made which would render any Incentive Option granted hereunder
other than an incentive stock option for purposes of Section 422 (or any
successor provision) of the Code without the consent of the
grantee.

     

    
      	
               
      

            	
              III.  

            	
              ADMINISTRATION

            


    

     

    The
Compensation Committee (the “Committee”) will have
the authority to administer the Plan, provided that the full Board of Directors
of the Company (the “Board of Directors”),
at its sole discretion, may exercise any authority granted to the Committee
under this Plan.  The Committee shall consist of no fewer than two
members of the Board of Directors, each of whom shall be a “non-employee
director” within the meaning of Rule 16b-3 or any successor rule or regulation
(“Rule 16b-3”)
promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange
Act”).  The Committee shall administer the Plan so as to comply
at all times with Rule 16b-3.  A majority of the members of the
Committee shall constitute a quorum, and the act of a majority of the members of
the Committee shall be the act of the Committee.  Any member of the
Committee may be removed at any time, either with or without cause, by
resolution adopted by a majority of the Board of Directors, and any vacancy on
the Committee may at any time be filled by resolution adopted by a majority of
the Board of Directors.  The Board of Directors or the Committee may
delegate to an officer of the Company the authority to make grants hereunder to
persons who are not subject to Section 16 of the Exchange Act, provided such
authority is limited as to time, aggregate and individual award amounts and/or
such other provisions as the Board of Directors or Committee deems necessary or
desirable.


    Subject
to the express provisions of the Plan, the Board of Directors or the Committee,
as the case may be, shall have authority, in its discretion, to (i) select
as recipients of options or awards (a) employees of the Company and its
subsidiaries and (b) members of the Board of Directors who are not employees of
the Company (“Non-employee Directors”); (ii) determine the number and type of
options or awards to be granted; (iii) determine the terms and conditions, not
inconsistent with the terms hereof, of any options or awards granted; (iv)
adopt, alter and repeal such administrative rules, guidelines and practices
governing the Plan as it shall, from time to time, deem advisable; (v) interpret
the terms and provisions of the Plan and any option or award granted and any
agreements relating thereto; (vi) otherwise supervise the administration of the
Plan; and (vii) establish sub-plans with such terms as the Board of Directors or
the Committee, as the case may be, deems necessary or desirable to comply with,
or to qualify for preferred tax treatment under the laws, rules and regulations
of any jurisdiction outside of the United States.

     

    The
determination of the Board of Directors or the Committee, as the case may be, on
matters referred to in this Article III shall be conclusive.

     

    The Board
of Directors or the Committee, as the case may be, may employ such legal
counsel, consultants and agents as it may deem desirable for the administration
of the Plan and may rely upon any opinion received from any such counsel or
consultant and any computation received from any such consultant or
agent.  Expenses incurred by the Board of Directors or the Committee
in the engagement of such counsel, consultant or agent shall be paid by the
Company.  No member or former member of the Committee or of the Board
of Directors shall be liable for any action or determination made in good faith
with respect to the Plan or any option or award granted hereunder.

     

    The
Company shall indemnify each member of the Board of Directors or the Committee,
as the case may be, for all costs and expenses and, to the extent permitted by
applicable law, any liability incurred in connection with defending against,
responding to, negotiation for the settlement of, or otherwise dealing with any
claim, cause of action or dispute of any kind arising in connection with any
actions in administering the Plan or in authorizing or denying authorization to
any transaction hereunder.

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

     

    
       

      
        	
                 
      

              	IV. 	ELIGIBILITY


      

                          

      Options
and Performance Share awards may be granted only to:  (i) certain
salaried officers and other salaried key employees of the Company and its
subsidiaries, and (ii) Non-employee Directors; provided, that no person shall be
eligible for any award if the granting of such award to such person would
prevent the satisfaction by the Plan of the general exemptive conditions of Rule
16b-3.  In no event may any eligible person be granted or awarded
options and Performance Shares covering, in the aggregate, more than 1,200,000
Shares, or 1,500,000 Shares in the case of a
newly hired person (subject to adjustment as described in Article II above), in
any fiscal year of the Company.

    

     

    
      	
               
      

            	
              V.

            	
              STOCK
      OPTIONS

            



     

    1.      General.  Options
may be granted alone or in addition to other awards granted under the
Plan.  Any options granted under the Plan shall be in such form as the
Board of Directors or the Committee, as the case may be, may from time to time
approve and the provisions of the option grants need not be the same with
respect to each optionee.  Options granted under the Plan may be
either Incentive Options or NQSOs.  The Board of Directors or the
Committee, as the case may be, may grant to any optionee Incentive Options,
NQSOs or a combination of the foregoing; provided that options granted to
Non-employee Directors may only be NQSOs.

     

    Options
granted under the Plan shall be subject to the terms and conditions of the Plan
and shall contain such additional terms and conditions not inconsistent with the
terms of the Plan, as the Board of Directors or the Committee, as the case may
be, deems appropriate.  Each option grant shall be evidenced by an
agreement executed on behalf of the Company by an officer designated by the
Board of Directors or the Committee, as the case may be, and accepted by the
optionee, which agreement may be in an electronic medium.  Such
agreement shall describe the options and state that such options are subject to
all the terms and provisions of the Plan and shall contain such other terms and
provisions, consistent with the Plan, as the Board of Directors or the
Committee, as the case may be, may approve.

     

    2.      Exercise
Price and Payment.  The price per Share under any option
granted hereunder shall be such amount as the Board of Directors or the
Committee, as the case may be, shall determine, provided, however, that such
price shall not be less than 100% of the fair market value of the Shares subject
to such option, as determined below, at the date the option is granted (110% in
the case of an Incentive Option granted to any person who, at the time the
option is granted, owns stock of the Company or any subsidiary or parent of the
Company possessing more than 10% of the total combined voting power of all
classes of stock of the Company or of any subsidiary or parent of the Company (a
“10%
Shareholder”)).

     

    If the
Shares are listed on the NASDAQ Global Select Market on the date any option is
granted, the fair market value per Share shall be deemed to be the closing price
of the Shares on such exchange on the date upon which the option is granted, or,
if not listed on such exchange, on any other national securities exchange on
which the Shares are listed.  If the Shares are not traded on any
given date, or the national securities exchange on which the Shares are traded
is not open for business on such date, the fair market value per Share shall be
the closing price of the Shares determined as of the closest preceding date on
which such exchange shall have been open for business and the Shares were
traded.  If the Shares are listed on more than one national securities
exchange in the United States on the date any such option is granted, the Board
of Directors or the Committee, as the case may be, shall determine which
national securities exchange shall be used for the purpose of determining the
fair market value per Share.  If the Shares are not listed on a
national securities exchange, the fair market value per Share shall be as
determined in good faith by the Board of Directors or the Committee, as the case
may be.  The Board of Directors is authorized to adopt another fair
market value per Share pricing method, provided such method is stated in the
applicable award agreement, and is in compliance with the fair market value
pricing rules set forth in Section 409A of the Code and the regulations
promulgated thereunder.

     

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    For
purposes of this Plan, the determination by the Board of Directors or the
Committee, as the case may be, of the fair market value of a Share shall be
conclusive.

    


    3.      Term of
Options and Limitations on the Right of Exercise.  The term of
each option will be for such period as the Board of Directors or the Committee,
as the case may be, shall determine, provided that, except as otherwise provided
herein, in no event may any option granted hereunder be exercisable more than 10
years from the date of grant of such option (five years in the case of an
Incentive Option granted to a 10% Shareholder).  Each option shall
become exercisable in such installments and at such times as may be designated
by the Board of Directors or the Committee, as the case may be, and set forth in
the agreement related to the grant of options.  To the extent not
exercised, installments shall accumulate and be exercisable, in whole or in
part, at any time after becoming exercisable, but not later than the date the
option expires.  Stock options may provide for acceleration of
exercisability in the event of the death, disability or retirement of the
optionee.

     

    The Board
of Directors or the Committee, as the case may be, shall have the right to
limit, restrict or prohibit, in whole or in part, from time to time,
conditionally or unconditionally, rights to exercise any option granted
hereunder.

     

    To the
extent that an option is not exercised within the period of exercisability
specified therein, it shall expire as to the then unexercised part.

     

    4.      Exercise
of Options.  Options granted under the Plan shall be exercised
by the optionee as to all or part of the Shares covered thereby by the giving of
written notice of the exercise thereof to the Company’s stock plan
administration group, Wells Fargo Bank, NA, or such other nominee as may be
selected by the Company, specifying the number of Shares to be purchased,
accompanied by payment therefore made to the Company for the full purchase price
of such Shares or in such other manner as the Company may direct or as provided
in the applicable option agreement.

     

    Upon the
exercise of an option granted hereunder, the Company shall cause the purchased
Shares to be issued only when it shall have received the full purchase price for
the Shares in cash; provided, however, that in lieu of cash, the holder of an
option may, to the extent permitted by applicable law, exercise an option in
whole or in part, by any method permitted by the Committee.

     

    Notwithstanding
the foregoing, the Company, in its sole discretion, may establish cashless
exercise procedures whereby an option holder, subject to the requirements of
Rule 16b-3, Regulation T, federal income tax laws, and other federal, state and
local tax and securities laws, can exercise an option or a portion thereof
without making a direct payment of the option price to the Company, including a
program whereby option shares would be sold on behalf of and at the request of
an option holder by a designated broker and the exercise price would be
satisfied out of the sale proceeds and delivered to the Company.  If
the Company so elects to establish a cashless exercise program, the Company
shall determine, in its sole discretion, and from time to time, such
administrative procedures and policies as it deems appropriate and such
procedures and policies shall be binding on any option holder wishing to utilize
the cashless exercise program.

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

     

    If an
option granted hereunder shall be exercised by the legal representative of a
deceased option holder or former option holder or by a person who acquired an
option granted hereunder by bequest or inheritance or by reason of the death of
any option holder or former option holder, written notice of such exercise shall
be accompanied by a certified copy of letters testamentary or equivalent proof
of the right of such legal representative or other person to exercise such
option.

     

    5.      Nontransferability
of Options.  An Incentive Option granted hereunder shall not be
transferable, whether by operation of law or otherwise, other than by will or
the laws of descent and distribution, and any Incentive Option granted hereunder
shall be exercisable, during the lifetime of the holder, only by such
holder.  Except as determined by the Board of Directors or the
Committee, as the case may be, or otherwise provided in the applicable option
agreement, a NQSO granted hereunder shall not be transferable, whether by
operation of law or otherwise, other than by will or the laws of descent and
distribution, pursuant to a qualified domestic relations order (as defined under
the Code or Title I of the Employee Retirement Income Security Act, or the rules
thereunder), or for the benefit of any immediate family member of the option
holder; provided that only gratuitous transfers of options shall be
permitted.  The option of any person to acquire Shares and all his
rights thereunder shall terminate immediately if the holder: (a) attempts to or
does sell, assign, transfer, pledge, hypothecate or otherwise dispose of the
option or any rights thereunder to any other person except as permitted above;
or (b) becomes insolvent or bankrupt or becomes involved in any matter so that
the option or any rights thereunder becomes subject to being taken from him to
satisfy his debts or liabilities.

     

    6.      Termination
of Employment or Service.  Except as set forth in Article VII,
unless otherwise specified by the Board of Directors or the Committee, as the
case may be, upon termination of employment of any option holder who was an
employee of the Company or its subsidiaries, any option previously granted to
such option holder, shall, to the extent not theretofore exercised, be cancelled
and become null and void, and all of the option holder’s rights thereunder shall
terminate provided that:

     

    
      	
              (a)           if
      the employee option holder shall die while in the employ of the Company or
      any subsidiary of the Company, and at a time when such employee was
      entitled to exercise an option as herein provided, his estate or the
      legatees or distributees of his estate or of the option, as the case may
      be, of such option holder, may, within three years following the date of
      death, but not beyond that time and in no event later than the expiration
      date of the option, exercise such option, to the extent not theretofore
      exercised, in respect of any or all of such number of Shares which the
      option holder was entitled to
purchase;

            


    

    


    
      	
              (b)    if
      an employee option holder terminates his or her employment by reason of
      taking retirement with the Company or a subsidiary on or after the
      attainment of “normal retirement age” under the Company’s Employees
      Retirement Plan, or disability (as described in Section 22(e)(3) of the
      Code and in the Company’s Employees Retirement Plan), and at a time when
      such employee was entitled to exercise an option as herein provided, the
      optionee shall have the right to exercise such option up to the earlier of
      (i) three years following the date of retirement or disability and (ii)
      the expiration of the option; and

               

            
	
              (c)    if
      an employee option holder terminates his or her employment by reason of
      taking retirement with the Company or a subsidiary prior to the attainment
      of “normal retirement age” under the Company’s Employees Retirement Plan,
      and at a time when such employee was entitled to exercise an option as
      herein provided, the optionee shall have the right to exercise such option
      up to the earlier of (i) 90 days following the date of retirement and (ii)
      the expiration of the option.

            


    

    


    Any
options granted to a Non-employee Director of the Company shall terminate on the
earliest to occur of the following: 

     

    
      	
              (i)           Subject
      to Article VII, three years after the date on which the optionee ceases to
      be a member of the Board of Directors (during which period the option
      shall be exercisable only to the extent exercisable on the date of such
      cessation); and

               

            
	
              (ii)10
      years after the date on which the option was
  granted.

            


    

     

    Any
options issued or outstanding on or after December 31, 2004 shall continue to
vest in accordance with their terms (for up to one full year, in the case of
Non-employee Directors) if the option holder terminates his or her employment
with the Company or any of its subsidiaries or, in the case of Non-employee
Directors, ceases to be a director on or after attaining “normal retirement age”
under the Company’s Employee Retirement Plan (for this purpose, service on the
Board of Directors shall be deemed service under the Company’s Employee
Retirement Plan).

     

    In no
event shall any person be entitled to exercise any option after the expiration
of the period of exercisability of such option as specified in the applicable
award agreement.

     

    For the
purposes of the Plan, an employment relationship shall be deemed to exist
between an individual and a corporation if, at the time of the determination,
the individual was an “employee” of such corporation for purposes of Section
422(a) of the Code.

     

    A
termination of employment shall not be deemed to occur by reason of (i) the
transfer of an employee from employment by the Company to employment by a
subsidiary of the Company or (ii) the transfer of an employee from employment by
a subsidiary of the Company to employment by the Company or by another
subsidiary of the Company.

     

    7.      Maximum
Allotment of Incentive Options.  If the aggregate fair market
value of Shares with respect to which Incentive Options are exercisable for the
first time by an employee during any calendar year (under all stock option plans
of the Company and any parent or any subsidiary of the Company) exceeds
$100,000, any options which otherwise qualify as Incentive Options, to the
extent of the excess, will be treated as NQSOs.

     

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

     

    
      	
               
      

            	
              VI.

            	
              PERFORMANCE SHARE
      AWARDS

            




    1.      General.  Performance
Share awards may be granted alone or in addition to any other awards granted
under the Plan.  The provisions of Performance Share awards need not
be the same with respect to each recipient.  Performance Share awards
granted under the Plan shall be in such form as the Board of Directors or the
Committee, as the case may be, may from time to time approve.  Each
grant of a Performance Share award shall be evidenced by an agreement executed
on behalf of the Company by an officer designated by the Board of Directors or
the Committee, as the case may be, and accepted by the recipient, which
agreement may be in an electronic medium.  Such agreement shall
describe the Performance Share award and state that such award is subject to all
the terms and provisions of the Plan and shall contain such other terms and
provisions, consistent with the Plan, as the Board of Directors or the
Committee, as the case may be, may approve.  Each Performance Share
awarded under the Plan shall entitle the grantee to receive one Share upon
vesting of such Performance Share.

    


    2.      Restrictions.  Each Performance
Share award shall vest upon (A) the passage of time, if any, and/or (B) the
attainment by the Company of specified performance
objectives.  Company performance objectives may be expressed in terms
of (i) earnings per share, (ii) pre-tax profits (either on the Company or
business unit level), (iii) net earnings or net worth, (iv) return on equity or
assets, (v) any combination of the foregoing, or (vi) any other standard or
standards deemed appropriate by the Board of Directors or the Committee, as the
case may be, at the time the award is granted.  Such time periods (the
“Performance
Period”) and performance objectives shall be set by the Board of
Directors or the Committee, as the case may be, in its sole
discretion.

     

    Performance
Share awards shall become vested in a recipient upon the lapse of the
Performance Period, if any, and/or the attainment of the associated performance
objectives set forth in the agreement between the recipient and the
Company.  Performance Share awards shall vest in such installments and
at such times as may be designated by the Board of Directors or the Committee,
as the case may be, and set forth in the agreement related to the granting of
the Performance Share awards.  The agreement evidencing the
Performance Share awards may provide for acceleration of vesting in the event of
the death, disability or retirement of the recipient.

    


    3.      Stock
Certificate.  No stock certificates shall be issued to the
recipient with respect to Performance Share awards until such time as the
Performance Share awards vest.

     

    4.      Treatment
of Dividends.  If any ordinary cash dividends are declared or
paid on Shares, the record date of which is prior to the forfeiture or the
vesting of Performance Share awards, the holder of the Performance Share awards
shall be entitled to receive an amount equal to the amount of the per Share
dividend declared for each Performance Share.  Such dividends shall be
paid to such recipients at the same time and in the same manner as dividends are
paid to stockholders of the Company; provided that if a Performance Share award
is subject to performance objectives, any dividends shall be paid only when and
to the extent the Performance Shares are earned and paid.

     

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    5.      Nontransferability.  Subject
to the provisions of this Plan and the applicable agreement, during the period
when the Performance Shares have not vested, the recipient shall not be
permitted to sell, transfer, pledge, assign or otherwise encumber Performance
Shares awarded under the Plan.

     

    6.      Shareholder
Rights.  The recipient shall have no rights with respect to the
Performance Shares or any Shares related thereto until they have vested,
including no right to vote the Performance Shares or such Shares, other than the
right to receive dividends as set forth in the Plan.

     

    7.      Termination
of Employment.  Subject to the provisions of Paragraph 2 above,
all unvested Performance Shares shall be forfeited upon termination of
employment.

     

    
      	
               
      

            	
              VII.

            	
               CHANGE OF
      CONTROL

            



     

    Notwithstanding
anything to the contrary contained herein, upon a Change of Control (as defined
below) of the Company, (i) all options shall immediately vest and become
exercisable in full during the remaining term thereof, and shall remain so,
whether or not the option holder to whom such options have been granted remains
an employee of the Company or its subsidiaries, and (ii) the restrictions
applicable to any or all Performance Share awards shall lapse and such awards
shall be fully vested.

     

    In the
event of certain transactions such as those involving a change in the
composition of the Board of Directors, sale of the Company’s shares of capital
stock or assets, reorganization, merger, liquidation, etc., the Board of
Directors, in its sole discretion, may, but is not required to, deem such event
to be a “Change of Control.”  Notwithstanding the foregoing, a Change
of Control shall be deemed to have occurred upon the occurrence of any of the
following events:

     

    
      	
              (a)           any
      person (which shall mean and include an individual, corporation,
      partnership, group, association or other “person”, as such term is used in
      Sections 13 and 14 of the Exchange Act) which theretofore beneficially
      owned less than 20% of the Shares then outstanding, acquires Shares in a
      transaction or series of transactions, not previously approved by the
      Board of Directors, that results in such person directly or indirectly
      owning at least 20% of the Shares then outstanding;
  or

            


    

    


    
      	
              (b)           the
      individuals who, as of the effective date of the Plan, are members of the
      Board of Directors (the “Incumbent Board”), cease for any reason to
      constitute at least two-thirds of the Board of Directors; provided,
      however, that if the election, or nomination for election by the Company’s
      stockholders, of any new director was approved by a vote of at least
      two-thirds of the Incumbent Board, such new director shall, for purposes
      of this clause (b), be considered a member of the Incumbent Board;
      provided further, however, that no individual shall be considered a member
      of the Incumbent Board if such individual initially assumed office as a
      result of either an actual or threatened “Election Contest” (as described
      in Rule 14a-11 promulgated under the Securities Exchange Act of 1934, or
      such successor rule or provision) or other actual or threatened
      solicitation of proxies or consents by or on behalf of a "person" other
      than the Board of Directors (a “Proxy Contest”) including by reason of any
      agreement intended to avoid or settle any Election Contest or Proxy
      Contest.

            


    

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    Notwithstanding
anything herein to the contrary, no Change of Control (only with respect to the
particular option holder or award grantee referred to therein in the case of
(A)) shall be deemed to have occurred by virtue of any event which results from
the acquisition, directly or indirectly, of 20% or more of the outstanding
Shares by (A) the option holder or Performance Share recipient or a person
including the option holder or Performance Share recipient, (B) the Company, (C)
a subsidiary of the Company, or (D) any savings, pension or other employee
benefit plan of the Company or of a subsidiary, or any entity holding securities
of the Company recognized, appointed, or established by the Company or by a
subsidiary for or pursuant to the terms of such plan.

     

    
      	
               
      

            	
              VIII.

            	
              PURCHASE FOR
      INVESTMENT

            


    

     

    Except as
hereafter provided, the Company may require the recipient of Shares pursuant to
an option or award granted hereunder, upon receipt thereof, to execute and
deliver to the Company a written statement, in form satisfactory to the Company,
in which such holder represents and warrants that such holder is purchasing or
acquiring the Shares acquired thereunder for such holder’s own account, for
investment only and not with a view to the resale or distribution thereof, and
agrees that any subsequent offer for sale or sale or distribution of any of such
Shares shall be made only pursuant to either (a) a Registration Statement on an
appropriate form under the Securities Act of 1933, as amended (the “Act”), which
Registration Statement has become effective and is current with regard to the
Shares being offered or sold, or (b) a specific exemption from the registration
requirements of the Act, but in claiming such exemption the holder shall, prior
to any offer for sale or sale of such Shares, obtain a prior favorable written
opinion, in form and substance satisfactory to the Company, from counsel for or
approved by the Company, as to the applicability of such exemption
thereto.  The foregoing restriction shall not apply to (i) issuances
by the Company so long as the Shares being issued are registered under the Act
and a prospectus in respect thereof is current or (ii) reofferings of Shares by
affiliates of the Company (as defined in Rule 405 or any successor rule or
regulation promulgated under the Act) if the Shares being reoffered are
registered under the Act and a prospectus in respect thereof is
current.

     

    
      	
               
      

            	
              IX.

            	
              ISSUANCE OF
      CERTIFICATES; LEGENDS; PAYMENT OF
  EXPENSES

            



     

    The
Company may endorse such legend or legends upon the certificates for Shares
issued pursuant to a grant hereunder and may issue such “stop transfer”
instructions to its transfer agent in respect of such Shares as, in its
discretion, it determines to be necessary or appropriate to (i) prevent a
violation of, or to perfect an exemption from, the registration requirements of
the Act, (ii) implement the provisions of the Plan and any agreement between the
Company and the optionee or grantee with respect to such Shares, or (iii) permit
the Company to determine the occurrence of a disqualifying disposition, as
described in Section 421(b) of the Code, of Shares transferred upon exercise of
an Incentive Option granted under the Plan.

     

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    The
Company shall pay all issue or transfer taxes with respect to the issuance or
transfer of Shares upon exercise of an option or grant of Performance Share
awards, as well as all fees and expenses necessarily incurred by the Company in
connection with such issuance or transfer, except fees and expenses which may be
necessitated by the filing or amending of a Registration Statement under the
Act, which fees and expenses shall be borne by the recipient of the
Shares unless such Registration Statement has been filed by the Company for
its own corporate purposes (and the Company so states).

     

    All
Shares issued as provided herein shall be fully paid and non-assessable to the
extent permitted by law.

     

    
      	
               
      

            	
              X.

            	
              WITHHOLDING
      TAXES

            




    An
employee exercising an Option or acquiring Shares pursuant to the vesting of
Performance Shares may elect to have Shares withheld by the Company in order to
satisfy tax obligations.  The amount of such Shares shall not be less
than nor exceed such number as determined by the Committee as appropriate to
avoid the award being subject to variable accounting under Accounting Principle
25 or treatment as a liability award under Financial Accounting Standard
123R.  Any such election shall be made pursuant to a written notice
signed by the employee.  The Company may require an employee
exercising an NQSO or disposing of Shares acquired pursuant to the exercise of
an Incentive Option in a disqualifying disposition (within the meaning of
Section 421(b) of the Code) or acquiring Shares pursuant to Performance Share
awards to reimburse the Company for any taxes required by any government to be
withheld or otherwise deducted and paid by the Company in respect of the
issuance or disposition of Shares.  In lieu thereof, the Company shall
have the right to withhold the amount of such taxes from any other sums due or
to become due from the Company to the employee upon such terms and conditions as
the Board of Directors or the Committee, as the case may be, shall
prescribe.  Notwithstanding the foregoing, the Committee may, by the
adoption of rules or otherwise, modify the provisions of this Article X or
impose such other restrictions or limitations as may be necessary to ensure that
the withholding transactions described above will be exempt transactions under
Section 16(b) of the Exchange Act.

     

    With
respect to withholding required hereunder, an optionee or holder of a
Performance Share award may elect, subject to the approval of the Board of
Directors or the Committee, as the case may be, to satisfy the withholding
requirement, in whole or in part, by having the Company withhold Shares having a
fair market value (as determined under the provisions of Article V, Paragraph 2)
on the date the tax is to be determined equal to the minimum statutory total tax
which could be imposed on the transaction.  All such elections shall
be irrevocable, made in writing, signed by the optionee or holder, and shall be
subject to any restrictions or limitations that the Board of Directors or the
Committee, as the case may be, in its sole discretion, deems
appropriate.

     

    If an
optionee makes a disposition, within the meaning of Section 424(c) of the Code
and regulations promulgated thereunder, of any Share or Shares issued to such
optionee pursuant to the exercise of an Incentive Option within the two-year
period commencing on the day after the date of the grant or within the one-year
period commencing on the day after the date of transfer of such Share or Shares
to the optionee pursuant to such exercise, the optionee shall, within 10 days of
such disposition, notify the Company thereof, by delivery of written notice to
the Company at its principal executive office.

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


     

    
      	
               
      

            	
              XI.

            	
              DEFERRAL

            


    

     

    The Board
of Directors or the Committee, as the case may be, may permit an optionee or
holder of Performance Share awards to defer such individual’s receipt of Shares
that would otherwise be due to such optionee or holder by virtue of the exercise
of an option or the lapse of restrictions with respect to Performance Share
awards.  If any such deferral election is required or permitted, the
Board of Directors or the Committee, as the case may be, shall, in its sole
discretion, establish rules and procedures for such deferrals.  The
Committee may provide for such provisions as it deems necessary with respect to
an award, including after it is granted, to prevent the award from being subject
to or violating the requirements of Section 409A of the Code.

     

    
      	
               
      

            	
              XII.

            	
              LISTING OF SHARES AND
      RELATED MATTERS

            


    

     

    If at any
time the Board of Directors or the Committee, as the case may be, shall
determine in its discretion that the listing, registration or qualification of
the Shares covered by the Plan upon any national securities exchange or under
any state or federal law or the consent or approval of any governmental
regulatory body, is necessary or desirable as a condition of, or in connection
with, the sale or purchase of Shares under the Plan, no Shares shall be issued
unless and until such listing, registration, qualification, consent or approval
shall have been effected or obtained, or otherwise provided for, free of any
conditions not acceptable to the Board of Directors or the Committee, as the
case may be.  Notwithstanding the foregoing, none of the Company, the
Committee or the Board of Directors shall be obligated to list, register,
qualify or otherwise seek an exemption from the foregoing with respect to the
Shares.

     

    
      	
               
      

            	
              XIII.

            	
              AMENDMENT
      OF THE PLAN

            


    The Board of
Directors or the Committee, as the case may be, may, from time to time, amend
the Plan, provided that no amendment shall be made, without the approval of the
stockholders of the Company, that will (i) increase the total number of Shares
which may be issued under the Plan (other than an increase resulting from an
adjustment provided for in Article II), (ii) modify the provisions of the
Plan relating to eligibility, (iii) materially increase the benefits accruing to
participants under the Plan, (iv) extend the maximum period of the Plan or (v)
must otherwise be approved by the stockholders of the Company in order to comply
with applicable law or the rules of the NASDAQ Global Select Market or, if the
Shares are not traded on the NASDAQ Global Select Market, the principal national
securities exchange upon which the Shares are traded or quoted.  The
Board of Directors or the Committee, as the case may be, shall be authorized to
amend the Plan and the awards granted hereunder to permit the Incentive Options
granted hereunder to qualify as incentive stock options within the meaning of
Section 422 of the Code (or such successor provision) and to comply with Rule
16b-3 of the Exchange Act.  The rights and obligations under any
option or award granted before amendment of the Plan or any unexercised portion
of such option shall not be adversely affected by amendment of the Plan or the
option without the consent of the holder of the option or the
award.

     

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

     

    
      	
               
      

            	
              XIV.

            	
              TERMINATION OR
      SUSPENSION OF THE PLAN

            



     

    The Board
of Directors or the Committee, as the case may be, may at any time suspend or
terminate the Plan.  The Plan, unless sooner terminated by action of
the Board of Directors or the Committee, as the case may be, shall terminate as
provided in Article XVII.  An option or award may not be granted while
the Plan is suspended or after it is terminated.  Rights and
obligations under any option or award granted while the Plan is in effect
shall not be altered or impaired by suspension or termination of the Plan,
except upon the consent of the person to whom the option or award was
granted.  The power of the Board of Directors or the Committee, as the
case may be, to construe and administer any options and awards granted prior to
the termination or suspension of the Plan under Article III nevertheless shall
continue after such termination or during such suspension.

     

    
      	
               
      

            	
              XV.

            	
              GOVERNING
      LAW

            


    

        

        The Plan,
such options and awards as may be granted thereunder and all related matters
shall be governed by, and construed and enforced in accordance with, the laws of
the State of Delaware.

     

    
      	
               
      

            	
              XVI.

            	
              PARTIAL
      INVALIDITY

            


    

     

    The
invalidity or illegality of any provision herein shall not be deemed to affect
the validity of any other provision.

     

    
      	
               
      

            	
              XVII.

            	
              COMPLIANCE WITH
      SECTION 409A OF THE CODE

            


    

     

    To the
extent applicable, it is intended that this Plan and any options or awards
granted hereunder comply with the provisions of Section 409A of the Code, so
that the income inclusion provisions of Section 409A(a)(1) of the Code do not
apply to participants in the Plan.  This Plan and any options or
awards granted hereunder shall be administered in a manner consistent with this
intent.  Any reference in this Plan to Section 409A of the Code will
also include any regulations or any other formal guidance promulgated with
respect to such Section by the U.S. Department of the Treasury or the Internal
Revenue Service.

     

    Neither a
participant in the Plan nor any of a participant’s creditors or beneficiaries
shall have the right to subject any deferred compensation (within the meaning of
Section 409A of the Code) payable under this Plan and options or awards granted
hereunder to any anticipation, alienation, sale, transfer, assignment, pledge,
encumbrance, attachment or garnishment.  Except as permitted under
Section 409A of the Code, any deferred compensation (within the meaning of
Section 409A of the Code) payable to a participant in the Plan or for a
participant’s benefit under this Plan and options or awards hereunder may not be
reduced by, or offset against, any amount owing by a participant in the Plan to
the Company or any of its affiliates.

      

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    If, at
the time of a participant’s separation from service (within the meaning of
Section 409A of the Code), (i) the participant shall be a specified employee
(within the meaning of Section 409A of the Code and using the identification
methodology selected by the Company from time to time) and (ii) the Company
shall make a good faith determination that an amount payable hereunder
constitutes deferred compensation (within the meaning of Section 409A of the
Code) the payment of which is required to be delayed pursuant to the six-month
delay rule set forth in Section 409A of the Code in order to avoid taxes or
penalties under Section 409A of the Code, then the Company shall not pay such
amount on the otherwise scheduled payment date but shall instead pay it, without
interest, on the earlier of the first business day of the seventh month after
such six-month period or death.

     

    Notwithstanding
any provision of this Plan and grants hereunder to the contrary, in light of the
uncertainty with respect to the proper application of Section 409A of the Code,
the Company reserves the right to make amendments to this Plan and options or
awards granted hereunder as the Company deems necessary or desirable to avoid
the imposition of taxes or penalties under Section 409A of the
Code.  In any case, a participant in the Plan shall be solely
responsible and liable for the satisfaction of all taxes and penalties that may
be imposed on a participant or for a participant’s account in connection with
this Plan and options or awards hereunder (including any taxes and penalties
under Section 409A of the Code), and neither the Company nor any of its
affiliates shall have any obligation to indemnify or otherwise hold a
participant harmless from any or all of such taxes or penalties.

     

    Notwithstanding
anything in this Plan or any award agreement to the contrary, to the extent any
provision of this Plan or an award agreement would cause a payment of deferred
compensation that is subject to Section 409A of the Code to be made upon the
occurrence of a Change of Control, then such payment shall not be made unless
such Change of Control satisfies the requirements for a change in the ownership
or effective control of the Company under Section 409A of the
Code.  Any payment that would have been made except for the
application of the preceding sentence shall be made in accordance with the
payment schedule that would have applied in the absence of a Change of
Control.

     

    
      	
               
      

            	
              XVIII.

            	
              EFFECTIVE DATE,
      DURATION OF THE PLAN

            


    

     

    The Plan
shall become effective on the date it is approved by the Company’s stockholders,
and shall remain in effect, subject to the provisions of Article VII, until
terminated by the Board of Directors.  In no event may any options or
Performance Shares be granted under the Plan on or after the tenth anniversary
of the date the Plan is approved by the Company’s stockholders; provided,
however, that the term of previously granted Options and Performance Shares may
extend beyond that date.