FUQI
INTERNATIONAL, INC.

     

    2009
OMNIBUS INCENTIVE PLAN

     

    Adopted
by the Board of Directors: April 29, 2009

    Approved
by Stockholders: June 1, 2009


    
      
         


      

      
         


        
          
 

      

      
         


      

    


    FUQI
INTERNATIONAL, INC.

    2009
OMNIBUS INCENTIVE PLAN

     

    ARTICLE
I

     

    PURPOSE
AND ADOPTION OF THE PLAN

     

    1.01.       Purpose.  The
purpose of the Fuqi International, Inc. 2009 Omnibus Incentive Plan (as amended
from time to time, the "Plan") is to assist in attracting and retaining highly
competent employees, directors and consultants to act as an incentive in
motivating selected employees, directors and consultants of the Company and
its Subsidiaries to achieve long-term corporate objectives and to enable
stock-based and cash-based incentive awards to qualify as performance-based
compensation for purposes of the tax deduction limitations under Section 162(m)
of the Code.

     

    1.02.       Adoption
and Term.  The Plan has been approved by the Board to be
effective as of April 29, 2009, subject to the approval of the stockholders of
the Company that was obtained on June 1, 2009.  The Plan shall remain
in effect until the tenth anniversary of the Effective Date, or until terminated
by action of the Board, whichever occurs sooner.

     

    ARTICLE
II

     

    DEFINITIONS

     

    For the
purpose of this Plan, capitalized terms shall have the following
meanings:

     

    2.01.       Affiliate
means an entity in which, directly or indirectly through one or more
intermediaries, the Company has at least a fifty percent (50%) ownership
interest or, where permissible under Section 409A of the Code, at least a twenty
percent (20%) ownership interest; provided,
however,
for purposes of any grant of an Incentive Stock Option, “Affiliate” means a
corporation which, for purposes of Section 424 of the Code, is a parent or
subsidiary of the Company, directly or indirectly.

     

    2.02.       Award
means any one or a combination of Non-Qualified Stock Options or Incentive Stock
Options described in Article VI, Stock Appreciation Rights described in Article
VI, Restricted Shares and Restricted Stock Units described in Article VII,
Performance Awards described in Article VIII, other stock-based Awards described
in Article IX, short-term cash incentive Awards described in Article X or any
other Award made under the terms of the Plan.

     

    2.03.       Award
Agreement means a written agreement between the Company and a Participant
or a written acknowledgment from the Company to a Participant specifically
setting forth the terms and conditions of an Award granted under the
Plan.

     

    2.04.       Award
Period means, with respect to an Award, the period of time, if any, set
forth in the Award Agreement during which specified target performance goals
must be achieved or other conditions set forth in the Award Agreement must be
satisfied.


    
      
         


      

      
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    2.05.       Beneficiary
means an individual, trust or estate who or which, by a written designation of
the Participant filed with the Company, or if no such written designation is
filed, by operation of law, succeeds to the rights and obligations of the
Participant under the Plan and the Award Agreement upon the Participant's
death.

     

    2.06.       Board
means the Board of Directors of the Company.

     

    2.07.      
Change
in Control means, and shall be deemed to have occurred upon the
occurrence of, any one of the following events:

     

    (a)           The
acquisition in one or more transactions, other than from the Company, by any
individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2)
of the Exchange Act), other than the Company, an Affiliate or any employee
benefit plan (or related trust) sponsored or maintained by the Company or an
Affiliate, of beneficial ownership (within the meaning of Rule 13d-3 promulgated
under the Exchange Act) of a number of Company Voting Securities in excess of
25% of the Company Voting Securities unless such acquisition has been approved
by the Board;

     

    (b)           Any
election has occurred of persons to the Board that causes two-thirds of the
Board to consist of persons other than (i) persons who were members of the Board
on the effective date of the Plan and (ii) persons who were nominated for
elections as members of the Board at a time when two-thirds of the Board
consisted of persons who were members of the Board on the effective date of the
Plan, provided, however, that any person nominated for election by a Board at
least two-thirds of whom constituted persons described in clauses (i) and/or
(ii) or by persons who were themselves nominated by such Board shall, for this
purpose, be deemed to have been nominated by a Board composed of persons
described in clause (i);

     

    (c)           The
consummation (i.e.
closing) of a reorganization, merger or consolidation involving the Company,
unless, following such reorganization, merger or consolidation, all or
substantially all of the individuals and entities who were the respective
beneficial owners of the Outstanding Common Stock and Company Voting Securities
immediately prior to such reorganization, merger or consolidation, following
such reorganization, merger or consolidation beneficially own, directly or
indirectly, more than 75% of, respectively, the then outstanding shares of
common stock and the combined voting power of the then outstanding voting
securities entitled to vote generally in the election of directors or trustees,
as the case may be, of the entity resulting from such reorganization, merger or
consolidation in substantially the same proportion as their ownership of the
Outstanding Common Stock and Company Voting Securities immediately prior to such
reorganization, merger or consolidation, as the case may be;

     

    (d)           The
consummation (i.e.
closing) of a sale or other disposition of all or substantially all the assets
of the Company, unless, following such sale or disposition, all or substantially
all of the individuals and entities who were the respective beneficial owners of
the Outstanding Common Stock and Company Voting Securities immediately prior to
such sale or disposition, following such sale or disposition beneficially own,
directly or indirectly, more than 75% of, respectively, the then outstanding
shares of common stock and the combined voting power of the then outstanding
voting securities entitled to vote generally in the election of directors or
trustees, as the case may be, of the entity purchasing such assets in
substantially the same proportion as their ownership of the Outstanding Common
Stock and Company Voting Securities immediately prior to such sale or
disposition, as the case may be; or


    
      
         


      

      
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    (e)           a
complete liquidation or dissolution of the Company.

     

    2.08.       Code
means the Internal Revenue Code of 1986, as amended. References to a section of
the Code shall include that section and any comparable section or sections of
any future legislation that amends, supplements or supersedes said
section.

     

    2.09.       Committee
means the Compensation Committee of the Board.

     

    2.10.       Common
Stock means the common stock of the Company, par value $0.001 per
share.

     

    2.11.       Company
means Fuqi International, Inc., a Delaware corporation, and its
successors.

     

    2.12.       Company
Voting Securities means the combined voting power of all outstanding
voting securities of the Company entitled to vote generally in the election of
directors to the Board.

     

    2.13.       Date
of Grant means the date designated by the Committee as the date as of
which it grants an Award, which shall not be earlier than the date on which the
Committee approves the granting of such Award.

     

    2.14.       Dividend
Equivalent Account means a bookkeeping account in accordance with under
Section 11.17 and related to an Award that is credited with the amount of any
cash dividends or stock distributions that would be payable with respect to the
shares of Common Stock subject to such Awards had such shares been outstanding
shares of Common Stock.

     

    2.15        Exchange
Act means the Securities Exchange Act of 1934, as amended.

     

    2.16.       Exercise
Price means, with respect to a Stock Appreciation Right, the amount
established by the Committee in the Award Agreement which is to be subtracted
from the Fair Market Value on the date of exercise in order to determine the
amount of the payment to be made to the Participant, as further described in
Section 6.02(b).

     

    2.17.       Fair
Market Value means, as of any applicable date:  (i) if the
Common Stock is listed on a national securities exchange or is authorized for
quotation on the Nasdaq National Market System (“NMS”), the closing sales price
of the Common Stock on the exchange or NMS, as the case may be, on that date,
or, if no sale of the Common Stock occurred on that date, on the next preceding
date on which there was a reported sale; or (ii) if none of the above apply, the
closing bid price as reported by the Nasdaq SmallCap Market on that date, or if
no price was reported for that date, on the next preceding date for which a
price was reported; or (iii) if none of the above apply, the last reported bid
price published in the “pink sheets” or displayed on the National Association of
Securities Dealers, Inc. (“NASD”), Electronic Bulletin Board, as the case may
be; or (iv) if none of the above apply, the fair market value of the Common
Stock as determined under procedures established by the Committee.

     

    2.18.       Incentive
Stock Option means a stock option within the meaning of Section 422 of
the Code.


    
      
         


      

      
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    2.19.       Merger
means any merger, reorganization, consolidation, exchange, transfer of assets or
other transaction having similar effect involving the Company.

     

    2.20.       Non-Qualified
Stock Option means a stock option which is not an Incentive Stock
Option.

     

    2.21        Non-Vested
Share means shares of the Company Common Stock issued to a Participant in
respect of the non-vested portion of an Option in the event of the early
exercise of such Participant’s Options pursuant to such Participant’s Award
Agreement, as permitted in Section 6.06 below.

     

    2.22.       Options
means all Non-Qualified Stock Options and Incentive Stock Options granted at any
time under the Plan.

     

    2.23.       Outstanding
Common Stock means, at any time, the issued and outstanding shares of
Common Stock.

     

    2.24.       Participant
means a person designated to receive an Award under the Plan in accordance with
Section 5.01.

     

    2.25.       Performance
Awards means Awards granted in accordance with Article VIII.

     

    2.26.       Performance
Goals means net sales, units sold or growth in units sold, return on
stockholders' equity, customer satisfaction or retention, return on investment
or working capital, operating income, economic value added (the amount, if any,
by which net operating income after tax exceeds a reference cost of capital),
EBITDA (as net income (loss) before net interest expense, provision (benefit)
for income taxes, and depreciation and amortization), expense targets, net
income, earnings per share, share price, reductions in inventory, inventory
turns, on-time delivery performance, operating efficiency, productivity ratios,
market share or change in market share, any one of which may be measured with
respect to the Company or any one or more of its Subsidiaries and divisions and
either in absolute terms or as compared to another company or companies, and
quantifiable, objective measures of individual performance relevant to the
particular individual's job responsibilities.

     

    2.27.       Plan
has the meaning given to such term in Section 1.01.

     

    2.28.       Purchase
Price, with respect to Options, shall have the meaning set forth in
Section 6.01(b).

     

    2.29.       Restricted
Shares means Common Stock subject to restrictions imposed in connection
with Awards granted under Article VII.

     

    2.30.       Restricted
Stock Unit means
a unit representing the right to receive Common Stock or the value thereof in
the future subject to restrictions imposed in connection with Awards granted
under Article VII.


    
      
         


      

      
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    2.31.       Rule
16b-3 means Rule 16b-3 promulgated by the Securities and Exchange
Commission under Section 16 of the Exchange Act, as the same may be amended from
time to time, and any successor rule.

     

    2.32.       Stock
Appreciation Rights means awards granted in accordance with Article
VI.

     

    2.33        Termination
of Service means the voluntary or involuntary termination of a
Participant’s service as an employee, director or consultant with the Company or
an Affiliate for any reason, including death, disability, retirement or as the
result of the divestiture of the Participant's employer or any similar
transaction in which the Participant's employer ceases to be the Company or one
of its Subsidiaries.  Whether entering military or other government
service shall constitute Termination of Service, or whether and when a
Termination of Service shall occur as a result of disability, shall be
determined in each case by the Committee in its sole discretion.

     

    ARTICLE
III

     

    ADMINISTRATION

     

    3.01.       Committee.

     

    (a)           Duties
and Authority.  The Plan shall be administered by the Committee
and the Committee shall have exclusive and final authority in each
determination, interpretation or other action affecting the Plan and its
Participants.  The Committee shall have the sole discretionary
authority to interpret the Plan, to establish and modify administrative rules
for the Plan, to impose such conditions and restrictions on Awards as it
determines appropriate, and to make all factual determinations with respect to
and take such steps in connection with the Plan and Awards granted hereunder as
it may deem necessary or advisable.  The Committee shall not, however,
have or exercise any discretion that would disqualify amounts payable under
Article X as performance-based compensation for purposes of Section 162(m) of
the Code.  The Committee may delegate such of its powers and authority
under the Plan as it deems appropriate to a subcommittee of the Committee or
designated officers or employees of the Company.  In addition, the
full Board may exercise any of the powers and authority of the Committee under
the Plan. In the event of such delegation of authority or exercise of authority
by the Board, references in the Plan to the Committee shall be deemed to refer,
as appropriate, to the delegate of the Committee or the
Board.  Actions taken by the Committee or any subcommittee thereof,
and any delegation by the Committee to designated officers or employees, under
this Section 3.01 shall comply with Section 16(b) of the Exchange Act, the
performance-based provisions of Section 162(m) of the Code, and the regulations
promulgated under each of such statutory provisions, or the respective
successors to such statutory provisions or regulations, as in effect from time
to time, to the extent applicable.

     

    (b)           Indemnification.  Each
person who is or shall have been a member of the Board or the Committee, or an
officer or employee of the Company to whom authority was delegated in accordance
with the Plan shall be indemnified and held harmless by the Company against and
from any loss, cost, liability, or expense that may be imposed upon or
reasonably incurred by such individual in connection with or resulting from any
claim, action, suit, or proceeding to which he or she may be a party or in which
he or she may be involved by reason of any action taken or failure to act under
the Plan and against and from any and all amounts paid by him or her in
settlement thereof, with the Company’s approval, or paid by him or her in
satisfaction of any judgment in any such action, suit, or proceeding against him
or her, provided he or she shall give the Company an opportunity, at its own
expense, to handle and defend the same before he or she undertakes to handle and
defend it on his or her own behalf; provided, however, that the foregoing
indemnification shall not apply to any loss, cost, liability, or expense that is
a result of his or her own willful misconduct.  The foregoing right of
indemnification shall not be exclusive of any other rights of indemnification to
which such persons may be entitled under the Company’s Certificate of
Incorporation or Bylaws, conferred in a separate agreement with the Company, as
a matter of law, or otherwise, or any power that the Company may have to
indemnify them or hold them harmless.


    
      
         


      

      
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    ARTICLE
IV

     

    SHARES

     

    4.01.       Number
of Shares Issuable.  The total number of shares initially
authorized to be issued under the Plan shall be Three Million Three Hundred
Thousand (3,300,000) shares of Common Stock.  The foregoing share
limit shall be subject to adjustment in accordance with Section
11.07.  The shares to be offered under the Plan shall be authorized
and unissued Common Stock, or issued Common Stock that shall have been
reacquired by the Company.

     

    4.02.       Shares
Subject to Terminated Awards.  Common Stock covered by any
unexercised portions of terminated or forfeited Options (including canceled
Options) granted under Article VI, Restricted Stock or Restricted Stock Units
forfeited as provided in Article VII, other stock-based Awards terminated or
forfeited as provided under the Plan, and Common Stock subject to any Awards
that are otherwise surrendered by the Participant may again be subject to new
Awards under the Plan.  Shares of Common Stock surrendered to or
withheld by the Company in payment or satisfaction of the Purchase Price of an
Option or tax withholding obligation with respect to an Award shall be available
for the grant of new Awards under the Plan.  In the event of the
exercise of Stock Appreciation Rights, whether or not granted in tandem with
Options, only the number of shares of Common Stock actually issued in payment of
such Stock Appreciation Rights shall be charged against the number of shares of
Common Stock available for the grant of Awards hereunder.

     

    ARTICLE
V

     

    PARTICIPATION

     

    5.01.       Eligible
Participants.  Participants in the Plan shall be such
employees, directors and consultants of the Company and its Subsidiaries as the
Committee, in its sole discretion, may designate from time to
time.  The Committee's designation of a Participant in any year shall
not require the Committee to designate such person to receive Awards or grants
in any other year.  The designation of a Participant to receive Awards
or grants under one portion of the Plan does not require the Committee to
include such Participant under other portions of the Plan.  The
Committee shall consider such factors as it deems pertinent in selecting
Participants and in determining the type and amount of their respective
Awards.  Subject to adjustment in accordance with Section 11.07, in
any calendar year, no Participant shall be granted Awards in respect of more
than 1.5 million shares of Common Stock (whether through grants of Options or
Stock Appreciation Rights or other Awards of Common Stock or rights with respect
thereto) or cash-based Awards for more than $1 million.


    
      
         


      

      
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    ARTICLE
VI

     

    STOCK
OPTIONS AND STOCK APPRECIATION RIGHTS

     

    6.01.       Option
Awards.

     

    (a)           Grant
of Options.  The Committee may grant, to such Participants as
the Committee may select, Options entitling the Participant to purchase shares
of Common Stock from the Company in such number, at such price, and on such
terms and subject to such conditions, not inconsistent with the terms of this
Plan, as may be established by the Committee.  The terms of any Option
granted under this Plan shall be set forth in an Award Agreement.

     

    (b)           Purchase
Price of Options.  Subject to the requirements applicable to
Incentive Stock Options under Section 6.01(d), the Purchase Price of each share
of Common Stock which may be purchased upon exercise of any Option granted under
the Plan shall be determined by the Committee; provided, however, that in no
event shall the Purchase Price be less than the Fair Market Value on the Date of
Grant.

     

    (c)           Designation
of Options.  The Committee shall designate, at the time of the
grant of each Option, the Option as an Incentive Stock Option or a Non-Qualified
Stock Option; provided,
however, that an Option may be designated as an Incentive Stock Option
only if the applicable Participant is an employee of the Company on the Date of
Grant.

     

    (d)           Special
Incentive Stock Option Rules.  No Participant may be granted
Incentive Stock Options under the Incentive Plan (or any other plans of the
Company) that would result in Incentive Stock Options to purchase shares of
Common Stock with an aggregate Fair Market Value (measured on the Date of Grant)
of more than $100,000 first becoming exercisable by the Participant in any one
calendar year.  Notwithstanding any other provision of the Incentive
Plan to the contrary, the Exercise Price of each Incentive Stock Option shall be
equal to or greater than the Fair Market Value of the Common Stock subject to
the Incentive Stock Option as of the Date of Grant of the Incentive Stock
Option; provided,
however,
that no Incentive Stock Option shall be granted to any person who, at the time
the Option is granted, owns stock (including stock owned by application of the
constructive ownership rules in Section 424(d) of the Code) possessing more than
ten percent (10%) of the total combined voting power of all classes of stock of
the Company, unless at the time the Incentive Stock Option is granted the price
of the Option is at least one hundred ten percent (110%) of the Fair Market
Value of the Common Stock subject to the Incentive Stock Option and the
Incentive Stock Option by its terms is not exercisable for more than five years
from the Date of Grant.

     

    (e)           Rights
As a Stockholder.  A Participant or a transferee of an Option
pursuant to Section 11.04 shall have no rights as a stockholder with respect to
Common Stock covered by an Option until the Participant or transferee shall have
become the holder of record of any such shares, and no adjustment shall be made
for dividends in cash or other property or distributions or other rights with
respect to any such Common Stock for which the record date is prior to the date
on which the Participant or a transferee of the Option shall have become the
holder of record of any such shares covered by the Option; provided, however,
that Participants are entitled to share adjustments to reflect capital changes
under Section 11.07.


    
      
         


      

      
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    6.02.       Stock
Appreciation Rights.

     

    (a)          Stock
Appreciation Right Awards.  The Committee is authorized to
grant to any Participant one or more Stock Appreciation Rights.  Such
Stock Appreciation Rights may be granted either independent of or in tandem with
Options granted to the same Participant. Stock Appreciation Rights granted in
tandem with Options may be granted simultaneously with, or, in the case of
Non-Qualified Stock Options, subsequent to, the grant to such Participant of the
related Option; provided however, that: (i) any Option covering any share of
Common Stock shall expire and not be exercisable upon the exercise of any Stock
Appreciation Right with respect to the same share, (ii) any Stock Appreciation
Right covering any share of Common Stock shall expire and not be exercisable
upon the exercise of any related Option with respect to the same share, and
(iii) an Option and Stock Appreciation Right covering the same share of Common
Stock may not be exercised simultaneously.  Upon exercise of a Stock
Appreciation Right with respect to a share of Common Stock, the Participant
shall be entitled to receive an amount equal to the excess, if any, of (A) the
Fair Market Value of a share of Common Stock on the date of exercise over (B)
the Exercise Price of such Stock Appreciation Right established in the Award
Agreement, which amount shall be payable as provided in Section
6.02(c).

     

    (b)          Exercise
Price. The Exercise Price established under any Stock Appreciation Right
granted under this Plan shall be determined by the Committee, but in the case of
Stock Appreciation Rights granted in tandem with Options shall not be less than
the Purchase Price of the related Option; provided, however, that in no event
shall the Exercise Price be less than the Fair Market Value on the Date of
Grant.  Upon exercise of Stock Appreciation Rights granted in tandem
with options, the number of shares subject to exercise under any related Option
shall automatically be reduced by the number of shares of Common Stock
represented by the Option or portion thereof which are surrendered as a result
of the exercise of such Stock Appreciation Rights.

     

    (c)          Payment
of Incremental Value.  Any payment which may become due from
the Company by reason of a Participant's exercise of a Stock Appreciation Right
may be paid to the Participant as determined by the Committee (i) all in cash,
(ii) all in Common Stock, or (iii) in any combination of cash and Common
Stock.  In the event that all or a portion of the payment is made in
Common Stock, the number of shares of Common Stock delivered in satisfaction of
such payment shall be determined by dividing the amount of such payment or
portion thereof by the Fair Market Value on the Exercise Date.  No
fractional share of Common Stock shall be issued to make any payment in respect
of Stock Appreciation Rights; if any fractional share would be issuable, the
combination of cash and Common Stock payable to the Participant shall be
adjusted as directed by the Committee to avoid the issuance of any fractional
share.

     

    6.03.       Terms
of Stock Options and Stock Appreciation Rights.

     

    (a)          Conditions
on Exercise.  An Award Agreement with respect to Options or
Stock Appreciation Rights may contain such waiting periods, exercise dates and
restrictions on exercise (including, but not limited to, periodic installments)
as may be determined by the Committee at the time of grant.  In the
event the Committee grants an Option or Stock Appreciation Right that would be
subject to Section 409A of the Code, the Committee may include such additional
terms, conditions and restrictions on the exercise of such Option or Stock
Appreciation Right as the Committee deems necessary or advisable in order to
comply with the requirements of Section 409A of the Code.


    
      
         


      

      
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    (b)          Duration
of Options and Stock Appreciation Rights.  Options and Stock
Appreciation Rights shall terminate upon the first to occur of the following
events:

     

    (i)           Expiration
of the Option or Stock Appreciation Right as provided in the Award Agreement;
or

     

    (ii)          Termination
of the Award in the event of a Participant's disability, Retirement, death or
other Termination of Service as provided in the Award Agreement; or

     

    (iii)         In
the case of an Incentive Stock Option, ten years from the Date of Grant (five
years in certain cases, as described in Section 6.01(d)); or

     

    (iv)         Solely
in the case of a Stock Appreciation Right granted in tandem with an Option, upon
the expiration of the related Option.

     

    (c)          Acceleration
or Extension of Exercise Time.  The Committee, in its sole
discretion, shall have the right (but shall not be obligated), exercisable on or
at any time after the Date of Grant, to permit the exercise of an Option or
Stock Appreciation Right (i) prior to the time such Option or Stock Appreciation
Right would become exercisable under the terms of the Award Agreement, (ii)
after the termination of the Option or Stock Appreciation Right under the terms
of the Award Agreement, or (iii) after the expiration of the Option or Stock
Appreciation Right.

     

    6.04.       Exercise
Procedures.  Each Option and Stock Appreciation Right granted
under the Plan shall be exercised under such procedures and by such methods as
the Board may establish or approve from time to time.  The Purchase
Price of shares purchased upon exercise of an Option granted under the Plan
shall be paid in full in cash by the Participant pursuant to the Award
Agreement; provided, however, that the Committee may (but shall not be required
to) permit payment to be made (a) by delivery to the Company of shares of Common
Stock held by the Participant, (b) by a “net exercise” method under which the
Company reduces the number of shares of Common Stock issued upon exercise by the
largest whole number of shares with a Fair Market Value that does not exceed the
aggregate Exercise Price, or (c) such other consideration as the Committee deems
appropriate and in compliance with applicable law (including payment under an
arrangement constituting a brokerage transaction as permitted under the
provisions of Regulation T applicable to cashless exercises promulgated by the
Federal Reserve Board, unless prohibited by Section 402 of the Sarbanes-Oxley
Act of 2002).  In the event that any Common Stock shall be transferred
to the Company to satisfy all or any part of the Purchase Price, the part of the
Purchase Price deemed to have been satisfied by such transfer of Common Stock
shall be equal to the product derived by multiplying the Fair Market Value as of
the date of exercise times the number of shares of Common Stock transferred to
the Company.  The Participant may not transfer to the Company in
satisfaction of the Purchase Price any fractional share of Common
Stock.  Any part of the Purchase Price paid in cash upon the exercise
of any Option shall be added to the general funds of the Company and may be used
for any proper corporate purpose.  Unless the Committee shall
otherwise determine, any Common Stock transferred to the Company as payment of
all or part of the Purchase Price upon the exercise of any Option shall be held
as treasury shares.


    
      
         


      

      
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    6.05.       Change
in Control.  Unless otherwise provided by the Committee in the
applicable Award Agreement, in the event of a Change in Control, no accelerated
vesting of any Options or Stock Appreciation Rights outstanding on the date of
such Change in Control shall occur.

     

    6.06        Early
Exercise.  An Option may, but need not, include a provision by
which the Participant may elect to exercise the Option in whole or in part prior
to the date the Option is fully vested.  The provision may be included
in the Award Agreement at the time of grant of the Option or may be added to the
Award Agreement by amendment at a later time.  In the event of an
early exercise of an Option, any shares of Common Stock received shall be
subject to a special repurchase right in favor of the Company with terms
established by the Board.  The Board shall determine the time and/or
the event that causes the repurchase right to terminate and fully vest the
Common Stock in the Participant.  Alternatively, in the sole
discretion of the Board, one or more Participants may be granted stock purchase
rights allowing them to purchase shares of Common Stock outright, subject to
conditions and restrictions as the Board may
determine.

     

    ARTICLE
VII

     

    RESTRICTED
SHARES AND RESTRICTED STOCK UNITS

     

    7.01.       Award
of Restricted Stock and Restricted Stock Units. The
Committee may grant to any Participant an Award of Restricted Shares consisting
of a specified number of shares of Common Stock issued to the Participant
subject to such terms, conditions and forfeiture and transfer restrictions,
whether based on performance standards, periods of service, retention by the
Participant of ownership of specified shares of Common Stock or other criteria,
as the Committee shall establish.  The Committee may also grant
Restricted Stock Units representing the right to receive shares of Common Stock
in the future subject to such terms, conditions and restrictions, whether based
on performance standards, periods of service, retention by the Participant of
ownership of specified shares of Common Stock or other criteria, as the
Committee shall establish.  With respect to performance-based Awards
of Restricted Shares or Restricted Stock Units intended to qualify as
"performance-based" compensation for purposes of Section 162(m) of the Code,
performance targets will consist of specified levels of one or more of the
Performance Goals.  The terms of any Restricted Share and Restricted
Stock Unit Awards granted under this Plan shall be set forth in an Award
Agreement which shall contain provisions determined by the Committee and not
inconsistent with this Plan.

     

    7.02        Restricted
Shares.

     

    (a)           Issuance
of Restricted Shares.  As soon as practicable after the Date of
Grant of a Restricted Share Award by the Committee, the Company shall cause to
be transferred on the books of the Company, or its agent, Common Stock,
registered on behalf of the Participant, evidencing the Restricted Shares
covered by the Award, but subject to forfeiture to the Company as of the Date of
Grant if an Award Agreement with respect to the Restricted Shares covered by the
Award is not duly executed by the Participant and timely returned to the
Company.  All Common Stock covered by Awards under this Article VII
shall be subject to the restrictions, terms and conditions contained in the Plan
and the Award Agreement entered into by the Participant.  Until the
lapse or release of all restrictions applicable to an Award of Restricted
Shares, the share certificates representing such Restricted Shares may be held
in custody by the Company, its designee, or, if the certificates bear a
restrictive legend, by the Participant.  Upon the lapse or release of
all restrictions with respect to an Award as described in Section 7.02(d), one
or more share certificates, registered in the name of the Participant, for an
appropriate number of shares as provided in Section 7.02(d), free of any
restrictions set forth in the Plan and the Award Agreement shall be delivered to
the Participant.


    
      
         


      

      
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    (b)           Stockholder
Rights.  Beginning on the Date of Grant of the Restricted Share
Award and subject to execution of the Award Agreement as provided in Section
7.02(a), the Participant shall become a stockholder of the Company with respect
to all shares subject to the Award Agreement and shall have all of the rights of
a stockholder, including, but not limited to, the right to vote such shares and
the right to receive dividends; provided, however, that any Common Stock
distributed as a dividend or otherwise with respect to any Restricted Shares as
to which the restrictions have not yet lapsed, shall be subject to the same
restrictions as such Restricted Shares and held or restricted as provided in
Section 7.02(a).

     

    (c)           Restriction
on Transferability.  None of the Restricted Shares may be
assigned or transferred (other than by will or the laws of descent and
distribution, or to an inter vivos trust with respect to which the Participant
is treated as the owner under Sections 671 through 677 of the Code, except to
the extent that Section 16 of the Exchange Act limits a Participant's right to
make such transfers), pledged or sold prior to lapse of the restrictions
applicable thereto.

     

    (d)           Delivery
of Shares Upon Vesting.  Upon expiration or earlier termination
of the forfeiture period without a forfeiture and the satisfaction of or release
from any other conditions prescribed by the Committee, or at such earlier time
as provided under the provisions of Section 7.04, the restrictions applicable to
the Restricted Shares shall lapse.  As promptly as administratively
feasible thereafter, subject to the requirements of Section 11.05, the Company
shall deliver to the Participant or, in case of the Participant's death, to the
Participant's Beneficiary, one or more share certificates for the appropriate
number of shares of Common Stock, free of all such restrictions, except for any
restrictions that may be imposed by law.

     

    (e)           Forfeiture
of Restricted Shares.  Subject to Sections 7.02(f) and 7.04,
all Restricted Shares shall be forfeited and returned to the Company and all
rights of the Participant with respect to such Restricted Shares shall terminate
unless the Participant continues in the service of the Company or an Affiliate
as an employee until the expiration of the forfeiture period for such Restricted
Shares and satisfies any and all other conditions set forth in the Award
Agreement.  The Committee shall determine the forfeiture period (which
may, but need not, lapse in installments) and any other terms and conditions
applicable with respect to any Restricted Share Award.

     

    (f)           Waiver
of Forfeiture Period.  Notwithstanding anything contained in
this Article VII to the contrary, the Committee may, in its sole discretion,
waive the forfeiture period and any other conditions set forth in any Award
Agreement under appropriate circumstances (including the death, disability or
Retirement of the Participant or a material change in circumstances arising
after the date of an Award) and subject to such terms and conditions (including
forfeiture of a proportionate number of the Restricted Shares) as the Committee
shall deem appropriate.


    
      
         


      

      
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    7.03.       Restricted
Stock Units.

     

    (a)           Settlement
of Restricted Stock Units.  Payments shall be made to
Participants with respect to their Restricted Stock Units as soon as practicable
after the Committee has determined that the terms and conditions applicable to
such Award have been satisfied or at a later date if distribution has been
deferred.  Payments to Participants with respect to Restricted Stock
Units shall be made in the form of Common Stock, or cash or a combination of
both, as the Committee may determine.  The amount of any cash to be
paid in lieu of Common Stock shall be determined on the basis of the Fair Market
Value of the Common Stock on the date any such payment is
processed.  As to shares of Common Stock which constitute all or any
part of such payment, the Committee may impose such restrictions concerning
their transferability and/or their forfeiture as may be provided in the
applicable Award Agreement or as the Committee may otherwise determine, provided
such determination is made on or before the date certificates for such shares
are first delivered to the applicable Participant.

     

    (b)           Shareholder
Rights.  Until the lapse or release of all restrictions
applicable to an Award of Restricted Stock Units, no shares of Common Stock
shall be issued in respect of such Awards and no Participant shall have any
rights as a shareholder of the Company with respect to the shares of Common
Stock covered by such Award of Restricted Stock Units.

     

    (c)           Waiver
of Forfeiture Period.  Notwithstanding anything contained in
this Section 7.03 to the contrary, the Committee may, in its sole discretion,
waive the forfeiture period and any other conditions set forth in any Award
Agreement under appropriate circumstances (including the death, disability or
retirement of the Participant or a material change in circumstances arising
after the date of an Award) and subject to such terms and conditions (including
forfeiture of a proportionate number of shares issuable upon settlement of the
Restricted Stock Units constituting an Award) as the Committee shall deem
appropriate.

     

    (d)           Deferral
of Payment.  If approved by the Committee and set forth in the
applicable Award Agreement, a Participant may elect to defer the amount payable
with respect to the Participant’s Restricted Stock Units in accordance with such
terms as may be established by the Committee, subject to the requirements of
Section 409A of the Code.

     

    7.04        Change
in Control.  Unless otherwise provided by the Committee in the
applicable Award Agreement, no acceleration of the termination of any of the
restrictions applicable to Restricted Shares and Restricted Stock Unit Awards
shall occur in the event of a Change in Control.

     

    ARTICLE
VIII

     

    PERFORMANCE
AWARDS

     

    8.01.       Performance
Awards.

     

    (a)           Award
Periods and Calculations of Potential Incentive Amounts.  The
Committee may grant Performance Awards to Participants.  A Performance
Award shall consist of the right to receive a payment (measured by the Fair
Market Value of a specified number of shares of Common Stock, increases in such
Fair Market Value during the Award Period and/or a fixed cash amount) contingent
upon the extent to which certain predetermined performance targets have been met
during an Award Period.  The Award Period shall be two or more fiscal
or calendar years as determined by the Committee.  The Committee, in
its discretion and under such terms as it deems appropriate, may permit newly
eligible Participants, such as those who are promoted or newly hired, to receive
Performance Awards after an Award Period has commenced.


    
      
         


      

      
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    (b)           Performance
Targets.  Subject to Section 11.18, the performance targets
applicable to a Performance Award may include such goals related to the
performance of the Company or, where relevant, any one or more of its
Subsidiaries or divisions and/or the performance of a Participant as may be
established by the Committee in its discretion.  In the case of
Performance Awards to "covered employees" (as defined in Section 162(m) of the
Code), the targets will be limited to specified levels of one or more of the
Performance Goals.  The performance targets established by the
Committee may vary for different Award Periods and need not be the same for each
Participant receiving a Performance Award in an Award Period.

     

    (c)           Earning
Performance Awards.  The Committee, at or as soon as
practicable after the Date of Grant, shall prescribe a formula to determine the
percentage of the Performance Award to be earned based upon the degree of
attainment of the applicable performance targets.

     

    (d)           Payment
of Earned Performance Awards.  Subject to the requirements of
Section 11.05, payments of earned Performance Awards shall be made in cash or
Common Stock, or a combination of cash and Common Stock, in the discretion of
the Committee.  The Committee, in its sole discretion, may define, and
set forth in the applicable Award Agreement, such terms and conditions with
respect to the payment of earned Performance Awards as it may deem
desirable.

     

    8.02.       Termination
of Service.  In the event of a Participant’s Termination of
Service during an Award Period, the Participant’s Performance Awards shall be
forfeited except as may otherwise be provided in the applicable Award
Agreement.

     

    8.03.       Change
in Control.  Unless otherwise provided by the Committee in the
applicable Award Agreement, in the event of a Change in Control, no accelerated
vesting of any Performance Awards outstanding on the date of such Change in
Control shall occur.

     

    ARTICLE
IX

     

    OTHER
STOCK-BASED AWARDS

     

    9.01.       Grant
of Other Stock-Based Awards.  Other stock-based awards,
consisting of stock purchase rights (with or without loans to Participants by
the Company containing such terms as the Committee shall determine), Awards of
Common Stock, or Awards valued in whole or in part by reference to, or otherwise
based on, Common Stock, may be granted either alone or in addition to or in
conjunction with other Awards under the Plan. Subject to the provisions of the
Plan, the Committee shall have sole and complete authority to determine the
persons to whom and the time or times at which such Awards shall be made, the
number of shares of Common Stock to be granted pursuant to such Awards, and all
other conditions of the Awards.  Any such Award shall be confirmed by
an Award Agreement executed by the Committee and the Participant, which Award
Agreement shall contain such provisions as the Committee determines to be
necessary or appropriate to carry out the intent of this Plan with respect to
such Award.


    
      
         


      

      
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    9.02.       Terms
of Other Stock-Based Awards.  In addition to the terms and
conditions specified in the Award Agreement, Awards made pursuant to this
Article IX shall be subject to the following:

     

    (a)           Any
Common Stock subject to Awards made under this Article IX may not be sold,
assigned, transferred, pledged or otherwise encumbered prior to the date on
which the shares are issued, or, if later, the date on which any applicable
restriction, performance or deferral period lapses; and

     

    (b)           If
specified by the Committee in the Award Agreement, the recipient of an Award
under this Article IX shall be entitled to receive, currently or on a deferred
basis, interest or dividends or dividend equivalents with respect to the Common
Stock or other securities covered by the Award; and

     

    (c)           The
Award Agreement with respect to any Award shall contain provisions dealing with
the disposition of such Award in the event of a Termination of Service prior to
the exercise, payment or other settlement of such Award, whether such
termination occurs because of Retirement, disability, death or other reason,
with such provisions to take account of the specific nature and purpose of the
Award.

     

    ARTICLE
X

     

    SHORT-TERM
CASH INCENTIVE AWARDS

     

    10.01.     Eligibility.  Executive
officers of the Company who are from time to time determined by the Committee to
be "covered employees" for purposes of Section 162(m) of the Code will be
eligible to receive short-term cash incentive awards under this Article
X.

     

    10.02.     Awards.

     

    (a)           Performance
Targets.  The Committee shall establish objective performance
targets based on specified levels of one or more of the Performance
Goals.  Such performance targets shall be established by the Committee
on a timely basis to ensure that the targets are considered "preestablished" for
purposes of Section 162(m) of the Code.

     

    (b)           Amounts
of Awards.  In conjunction with the establishment of
performance targets for a fiscal year or such other short-term performance
period established by the Committee, the Committee shall adopt an objective
formula (on the basis of percentages of Participants' salaries, shares in a
bonus pool or otherwise) for computing the respective amounts payable under the
Plan to Participants if and to the extent that the performance targets are
attained.  Such formula shall comply with the requirements applicable
to performance-based compensation plans under Section 162(m) of the Code and, to
the extent based on percentages of a bonus pool, such percentages shall not
exceed 100% in the aggregate.


    
      
         


      

      
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    (c)           Payment
of Awards.  Awards will be payable to Participants in cash each
year upon prior written certification by the Committee of attainment of the
specified performance targets for the preceding fiscal year or other applicable
performance period.

     

    (d)           Negative
Discretion.  Notwithstanding the attainment by the Company of
the specified performance targets, the Committee shall have the discretion,
which need not be exercised uniformly among the Participants, to reduce or
eliminate the award that would be otherwise paid.

     

    (e)           Guidelines.  The
Committee may adopt from time to time written policies for its implementation of
this Article X.  Such guidelines shall reflect the intention of the
Company that all payments hereunder qualify as performance-based compensation
under Section 162(m) of the Code.

     

    (f)           Non-Exclusive
Arrangement.  The adoption and operation of this Article X
shall not preclude the Board or the Committee from approving other short-term
incentive compensation arrangements for the benefit of individuals who are
Participants hereunder as the Board or Committee, as the case may be, deems
appropriate and in the best of the Company.

     

    ARTICLE
XI

     

    TERMS
APPLICABLE GENERALLY TO AWARDS

    GRANTED
UNDER THE PLAN

     

    11.01.     Plan
Provisions Control Award Terms.  Except as provided in Section
11.16, the terms of the Plan shall govern all Awards granted under the Plan, and
in no event shall the Committee have the power to grant any Award under the Plan
which is contrary to any of the provisions of the Plan.  In the event
any provision of any Award granted under the Plan shall conflict with any term
in the Plan as constituted on the Date of Grant of such Award, the term in the
Plan as constituted on the Date of Grant of such Award shall
control.  Except as provided in Section 11.03 and Section 11.07, the
terms of any Award granted under the Plan may not be changed after the Date of
Grant of such Award so as to materially decrease the value of the Award without
the express written approval of the holder.

     

    11.02.     Award
Agreement.  No person shall have any rights under any Award
granted under the Plan unless and until the Company and the Participant to whom
such Award shall have been granted shall have executed and delivered an Award
Agreement or received any other Award acknowledgment authorized by the Committee
expressly granting the Award to such person and containing provisions setting
forth the terms of the Award.

     

    11.03.     Modification
of Award After Grant.  No Award granted under the Plan to a
Participant may be modified (unless such modification does not materially
decrease the value of the Award) after the Date of Grant except by express
written agreement between the Company and the Participant, provided that any
such change (a) shall not be inconsistent with the terms of the Plan, and (b)
shall be approved by the Committee.


    
      
         


      

      
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    11.04.     Limitation
on Transfer.  Except as provided in Section 7.01(c) in the case
of Restricted Shares, a Participant's rights and interest under the Plan may not
be assigned or transferred other than by will or the laws of descent and
distribution, and during the lifetime of a Participant, only the Participant
personally (or the Participant's personal representative) may exercise rights
under the Plan.  The Participant's Beneficiary may exercise the
Participant's rights to the extent they are exercisable under the Plan following
the death of the Participant. Notwithstanding the foregoing, to the extent
permitted under Section 16(b) of the Exchange Act with respect to Participants
subject to such Section, the Committee may grant Non-Qualified Stock Options
that are transferable, without payment of consideration, to immediate family
members of the Participant or to trusts or partnerships for such family members,
and the Committee may also amend outstanding Non-Qualified Stock Options to
provide for such transferability.

     

    11.05.     Taxes.  The
Company shall be entitled, if the Committee deems it necessary or desirable, to
withhold (or secure payment from the Participant in lieu of withholding) the
amount of any withholding or other tax required by law to be withheld or paid by
the Company with respect to any amount payable and/or shares issuable under such
Participant's Award, or with respect to any income recognized upon a
disqualifying disposition of shares received pursuant to the exercise of an
Incentive Stock Option, and the Company may defer payment or issuance of the
cash or shares upon exercise or vesting of an Award unless indemnified to its
satisfaction against any liability for any such tax. The amount of such
withholding or tax payment shall be determined by the Committee and shall be
payable by the Participant at such time as the Committee determines in
accordance with the following rules:

     

    (a)           The
Participant shall have the right to elect to meet his or her withholding
requirement (i) by having withheld from such Award at the appropriate time that
number of shares of Common Stock, rounded down to the nearest whole share, whose
Fair Market Value is equal to the amount of withholding taxes due, (ii) by
direct payment to the Company in cash of the amount of any taxes required to be
withheld with respect to such Award or (iii) by a combination of shares and
cash.

     

    (b)           In
the case of Participants who are subject to Section 16 of the Exchange Act, the
Committee may impose such limitations and restrictions as it deems necessary or
appropriate with respect to the delivery or withholding of shares of Common
Stock to meet tax withholding obligations.

     

    11.06.     Surrender
of Awards; Authorization of Repricing.  Any Award granted under
the Plan may be surrendered to the Company for cancellation on such terms as the
Committee and the holder approve.  Without requiring shareholder
approval, the Committee may substitute a new Award under this Plan in connection
with the surrender by the Participant of an equity compensation award previously
granted under this Plan or any other plan sponsored by the Company, including
the substitution or grant of (i) an Option or Stock Appreciation Right with a
lower exercise price than the Option or Stock Appreciation Right being
surrendered, (ii) a different type of Award upon the surrender or cancellation
of an Option or Stock Appreciation Right with an exercise price above the Fair
Market Value of the underlying Common Stock on the date of such substitution or
grant, or (iii) any other Award constituting a repricing of an Option or Stock
Appreciation Right.


    
      
         


      

      
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    11.07.     Adjustments
to Reflect Capital Changes.

     

    (a)           Recapitalization.  In
the event of any corporate event or transaction (including, but not limited to,
a change in the Common Stock or the capitalization of the Company) such as a
merger, consolidation, reorganization, recapitalization, separation, partial or
complete liquidation, stock dividend, stock split, reverse stock split, split
up, spin-off, or other distribution of stock or property of the Company, a
combination or exchange of Common Stock, dividend in kind, or other like change
in capital structure, number of outstanding shares of Common Stock, distribution
(other than normal cash dividends) to shareholders of the Company, or any
similar corporate event or transaction, the Committee, in order to prevent
dilution or enlargement of Participants’ rights under this Plan, shall make
equitable and appropriate adjustments and substitutions, as applicable, to or of
the number and kind of shares subject to outstanding Awards, the Purchase Price
or Exercise Price for such shares, the number and kind of shares available for
future issuance under the Plan and the maximum number of shares in respect of
which Awards can be made to any Participant in any calendar year, and other
determinations applicable to outstanding Awards.  The Committee shall
have the power and sole discretion to determine the amount of the adjustment to
be made in each case.

     

    (b)           Merger.  In
the event that the Company is a party to a Merger, outstanding Awards shall be
subject to the agreement of merger or reorganization.  Such agreement
may provide, without limitation, for the continuation of outstanding Awards by
the Company (if the Company is a surviving corporation), for their assumption by
the surviving corporation or its parent or subsidiary, for the substitution by
the surviving corporation or its parent or subsidiary of its own awards for such
Awards, for accelerated vesting and accelerated expiration, or for settlement in
cash or cash equivalents.

     

    (c)           Options
to Purchase Shares or Stock of Acquired Companies.  After any
Merger in which the Company or an Affiliate shall be a surviving corporation,
the Committee may grant substituted options under the provisions of the Plan,
pursuant to Section 424 of the Code, replacing old options granted under a plan
of another party to the Merger whose shares or stock subject to the old options
may no longer be issued following the Merger.  The foregoing
adjustments and manner of application of the foregoing provisions shall be
determined by the Committee in its sole discretion.  Any such
adjustments may provide for the elimination of any fractional shares which might
otherwise become subject to any Options.

     

    11.08.     No
Right to Continued Service.  No person shall have any claim of
right to be granted an Award under this Plan. Neither the Plan nor any action
taken hereunder shall be construed as giving any Participant any right to be
retained in the service of the Company or any of its Subsidiaries.

     

    11.09.     Awards
Not Includable for Benefit Purposes.  Payments received by a
Participant pursuant to the provisions of the Plan shall not be included in the
determination of benefits under any pension, group insurance or other benefit
plan applicable to the Participant which is maintained by the Company or any of
its Subsidiaries, except as may be provided under the terms of such plans or
determined by the Board.

     

    11.10.     Governing
Law.  All determinations made and actions taken pursuant to the
Plan shall be governed by the laws of Delaware and
construed in accordance therewith.


    
      
         


      

      
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    11.11.     No
Strict Construction.  No rule of strict construction shall be
implied against the Company, the Committee, or any other person in the
interpretation of any of the terms of the Plan, any Award granted under the Plan
or any rule or procedure established by the Committee.

     

    11.12.     Compliance
with Rule 16b-3.  It is intended that, unless the Committee
determines otherwise, Awards under the Plan be eligible for exemption under Rule
16b-3.  The Board is authorized to amend the Plan and to make any such
modifications to Award Agreements to comply with Rule 16b-3, as it may be
amended from time to time, and to make any other such amendments or
modifications as it deems necessary or appropriate to better accomplish the
purposes of the Plan in light of any amendments made to Rule 16b-3.

     

    11.13.     Captions.  The
captions (i.e., all Section headings) used in the Plan are for convenience only,
do not constitute a part of the Plan, and shall not be deemed to limit,
characterize or affect in any way any provisions of the Plan, and all provisions
of the Plan shall be construed as if no captions have been used in the
Plan.

     

    11.14.     Severability.  Whenever
possible, each provision in the Plan and every Award at any time granted under
the Plan shall be interpreted in such manner as to be effective and valid under
applicable law, but if any provision of the Plan or any Award at any time
granted under the Plan shall be held to be prohibited by or invalid under
applicable law, then (a) such provision shall be deemed amended to accomplish
the objectives of the provision as originally written to the fullest extent
permitted by law and (b) all other provisions of the Plan and every other Award
at any time granted under the Plan shall remain in full force and
effect.

     

    11.15.     Amendment
and Termination.

     

    (a)           Amendment.  The
Board shall have complete power and authority to amend the Plan at any time;
provided, however, that the Board shall not, without the requisite affirmative
approval of stockholders of the Company, make any amendment which requires
stockholder approval under the Code or under any other applicable law or rule of
any stock exchange which lists Common Stock or Company Voting
Securities.  No termination or amendment of the Plan may, without the
consent of the Participant to whom any Award shall theretofore have been granted
under the Plan, adversely affect the right of such individual under such
Award.

     

    (b)           Termination.  The
Board shall have the right and the power to terminate the Plan at any time. No
Award shall be granted under the Plan after the termination of the Plan, but the
termination of the Plan shall not have any other effect and any Award
outstanding at the time of the termination of the Plan may be exercised after
termination of the Plan at any time prior to the expiration date of such Award
to the same extent such Award would have been exercisable had the Plan not
terminated.

     

    11.16.     Foreign
Qualified Awards.  Awards under the Plan may be granted to such
employees of the Company and its Subsidiaries who are residing in foreign
jurisdictions as the Committee in its sole discretion may determine from time to
time. The Committee may adopt such supplements to the Plan as may be necessary
or appropriate to comply with the applicable laws of such foreign jurisdictions
and to afford Participants favorable treatment under such laws; provided,
however, that no Award shall be granted under any such supplement with terms or
conditions inconsistent with the provision set forth in the
Plan.


    
      
         


      

      
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    11.17.     Dividend
Equivalents.  For any Award granted under the Plan, the
Committee shall have the discretion, upon the Date of Grant or thereafter, to
establish a Dividend Equivalent Account with respect to the Award, and the
applicable Award Agreement or an amendment thereto shall confirm such
establishment.  If a Dividend Equivalent Account is established, the
following terms shall apply:

     

    (a)           Terms
and Conditions.  Dividend Equivalent Accounts shall be subject
to such terms and conditions as the Committee shall determine and as shall be
set forth in the applicable Award Agreement.  Such terms and
conditions may include, without limitation, for the Participant’s Account to be
credited as of the record date of each cash dividend on the Common Stock with an
amount equal to the cash dividends which would be paid with respect to the
number of shares of Common Stock then covered by the related Award if such
shares of Common Stock had been owned of record by the Participant on such
record date.

     

    (b)           Unfunded
Obligation.  Dividend Equivalent Accounts shall be established
and maintained only on the books and records of the Company and no assets or
funds of the Company shall be set aside, placed in trust, removed from the
claims of the Company's general creditors, or otherwise made available until
such amounts are actually payable as provided
hereunder.

     

    11.18      Adjustment
of Performance Goals and Targets.  Notwithstanding any
provision of the Plan to the contrary, the Committee shall have the authority to
adjust any Performance Goal, performance target or other performance-based
criteria established with respect to any Award under the Plan if circumstances
occur (including, but not limited to, unusual or nonrecurring events, changes in
tax laws or accounting principles or practices or changed business or economic
conditions) that cause any such Performance Goal, performance target or
performance-based criteria to be inappropriate in the judgment of the Committee;
provided, that with respect to any Award that is intended to qualify for the
"performance-based compensation" exception under Section 162(m) of the Code and
the regulations thereunder, any adjustment by the Committee shall be consistent
with the requirements of Section 162(m) and the regulations
thereunder.

     

    11.19      Legality
of Issuance.  Notwithstanding any provision of this Plan or any
applicable Award Agreement to the contrary, the Committee shall have the sole
discretion to impose such conditions, restrictions and limitations (including
suspending exercises of Options or Stock Appreciation Rights and the tolling of
any applicable exercise period during such suspension) on the issuance of Common
Stock with respect to any Award unless and until the Committee determines that
such issuance complies with (i) any applicable registration requirements under
the Securities Act of 1933 or the Committee has determined that an exemption
therefrom is available, (ii) any applicable listing requirement of any stock
exchange on which the Common Stock is listed, (iii) any applicable Company
policy or administrative rules, and (iv) any other applicable provision of
state, federal or foreign law, including foreign securities laws where
applicable.

     

    11.20      Restrictions
on Transfer.  Regardless of whether the offering and sale of
Common Stock under the Plan have been registered under the Securities Act of
1933 or have been registered or qualified under the securities laws of any
state, the Company may impose restrictions upon the sale, pledge, or other
transfer of such Common Stock (including the placement of appropriate legends on
stock certificates) if, in the judgment of the Company and its counsel, such
restrictions are necessary or desirable to achieve compliance with the
provisions of the Securities Act of 1933, the securities laws of any state, the
United States or any other applicable foreign law.


    
      
         


      

      
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    11.21      Further
Assurances.  As a condition to receipt of any Award under the
Plan, a Participant shall agree, upon demand of the Company, to do all acts and
execute, deliver and perform all additional documents, instruments and
agreements which may be reasonably required by the Company, to implement the
provisions and purposes of the Plan.


    
      
         


      

      
        A-21