EXHIBIT 10.1


                            ANIKA THERAPEUTICS, INC.


                              AMENDED AND RESTATED
                      2003 STOCK OPTION AND INCENTIVE PLAN



SECTION 1.  GENERAL PURPOSE OF THE PLAN; DEFINITIONS
            -----------------------------------------

         The name of the plan is the Anika Therapeutics, Inc. Amended and
Restated 2003 Stock Option and Incentive Plan, as amended and restated (the
"Plan"). The purpose of the Plan is to encourage and enable the officers,
employees, Non-Employee Directors and other key persons (including consultants
and prospective employees) of Anika Therapeutics, Inc. (the "Company") and its
Subsidiaries upon whose judgment, initiative and efforts the Company largely
depends for the successful conduct of its business to acquire a proprietary
interest in the Company. It is anticipated that providing such persons with a
direct stake in the Company's welfare will assure a closer identification of
their interests with those of the Company and its stockholders, thereby
stimulating their efforts on the Company's behalf and strengthening their desire
to remain with the Company.

         The following terms shall be defined as set forth below:

         "Act" means the Securities Act of 1933, as amended, and the rules and
regulations thereunder.

         "Award" or "Awards," except where referring to a particular category of
grant under the Plan, shall include Incentive Stock Options, Non-Qualified Stock
Options, Stock Appreciation Rights, Deferred Stock Awards, Restricted Stock
Awards, Unrestricted Stock Awards, Performance Share Awards and Dividend
Equivalent Rights.

         "Award Agreement" means a written or electronic agreement setting forth
the terms and provisions applicable to an Award granted under the Plan. Each
Award Agreement is subject to the terms and conditions of the Plan.

         "Board" means the Board of Directors of the Company.

          "Change of Control" is defined in Section 20.

         "Code" means the Internal Revenue Code of 1986, as amended, and any
successor Code, and related rules, regulations and interpretations.

         "Covered Employee" means an employee who is a "Covered Employee" within
the meaning of Section 162(m) of the Code.

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         "Deferred Stock Award" means an Award of phantom stock units to a
grantee.

         "Dividend Equivalent Right" means an Award entitling the grantee to
receive credits based on cash dividends that would have been paid on the shares
of Stock specified in the Dividend Equivalent Right (or other award to which it
relates) if such shares had been issued to and held by the grantee..

         "Effective Date" means the date on which the amendment and restatement
of the Plan is approved by stockholders as set forth in Section 21.

         "Exchange Act" means the Securities Exchange Act of 1934, as amended,
and the rules and regulations thereunder.

         "Fair Market Value" of the Stock on any given date means the fair
market value of the Stock determined in good faith by the Administrator;
provided, however, that if the Stock is admitted to quotation on the National
Association of Securities Dealers Automated Quotation System ("NASDAQ"), NASDAQ
Global Market or another national securities exchange, the determination shall
be made by reference to market quotations. If there are no market quotations for
such date, the determination shall be made by reference to the last date
preceding such date for which there are market quotations.

         "Incentive Stock Option" means any Stock Option designated and
qualified as an "incentive stock option" as defined in Section 422 of the Code.

         "Non-Employee Director" means a member of the Board who is not also an
employee of the Company or any Subsidiary.

         "Non-Qualified Stock Option" means any Stock Option that is not an
Incentive Stock Option.

         "Option " or " Stock Option" means any option to purchase shares of
Stock granted pursuant to Section 5.

         "Performance-Based Award" means any Restricted Stock Award, Deferred
Stock Award or Performance Share Award granted to a Covered Employee that is
intended to qualify as "performance-based compensation" under Section 162(m) of
the Code and the regulations promulgated thereunder.

          "Performance Criteria" means the criteria that the Administrator
selects for purposes of establishing the Performance Goal or Performance Goals
for an individual for a Performance Cycle. The Performance Criteria (which shall
be applicable to the organizational level specified by the Administrator,
including, but not limited to, the Company or a unit, division, group, or
Subsidiary of the Company) that will be used to establish Performance Goals are
limited to the following: earnings before interest, taxes, depreciation and
amortization, net income (loss) (either before or after interest, taxes,
depreciation and/or amortization), changes in the market price of the Stock,
economic value-added, funds from operations or similar measure, sales or
revenue, acquisitions or strategic transactions, operating income (loss), cash
flow (including, but not limited to, operating cash flow and free cash flow),
return on capital, assets, equity, or investment, stockholder returns, return on
sales, gross or net profit levels, productivity, expense, margins, operating
efficiency, customer satisfaction, working capital, earnings (loss) per share of
Stock, sales or market shares and number of customers, any of which may be
measured either in absolute terms or as compared to any incremental increase or
as compared to results of a peer group, and with respect to any Award that is
not intended to be a Performance-Based Award, such criteria as may be determined
by the Administrator.

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<PAGE>

         "Performance Cycle" means one or more periods of time, which may be of
varying and overlapping durations, as the Administrator may select, over which
the attainment of one or more Performance Criteria will be measured for the
purpose of determining a grantee's right to and the payment of a Restricted
Stock Award, Deferred Stock Award, or Performance Share Award. Each such period
shall not be less than 12 months.

         "Performance Goals" means, for a Performance Cycle, the specific goals
established in writing by the Administrator for a Performance Cycle based upon
the Performance Criteria.

         "Performance Share Award" means an Award entitling the recipient to
acquire shares of Stock upon the attainment of specified Performance Goals.

         "Restricted Stock Award" means an Award entitling the recipient to
acquire, at such purchase price (which may be zero) as determined by the
Administrator, shares of Stock subject to such restrictions and conditions as
the Administrator may determine at the time of grant.

         "Sale Event" shall mean (i) the sale of all or substantially all of the
assets of the Company on a consolidated basis to an unrelated person or entity,
(ii) a merger, reorganization or consolidation in which the outstanding shares
of Stock are converted into or exchanged for securities of the successor entity
and the holders of the Company's outstanding voting power immediately prior to
such transaction do not own a majority of the outstanding voting power of the
successor entity immediately upon completion of such transaction, or (iii) the
sale of all of the Stock of the Company to an unrelated person or entity.

         "Sale Price" means the value as determined by the Administrator of the
consideration payable, or otherwise to be received by stockholders, per share of
Stock pursuant to a Sale Event.

         "Section 409A" means Section 409A of the Code and the regulations and
other guidance promulgated thereunder.

         "Stock" means the Common Stock, par value $0.01 per share, of the
Company, subject to adjustments pursuant to Section 3.

         "Stock Appreciation Right" means an Award entitling the recipient to
receive shares of Stock or, if expressly provided in an Award Agreement, an
amount in cash or a combination thereof, having a value equal to the excess of
the Fair Market Value of the Stock on the date of exercise over the exercise
price of the Stock Appreciation Right multiplied by the number of shares of
Stock with respect to which the Stock Appreciation Right shall have been
exercised.

         "Subsidiary" means any corporation or other entity (other than the
Company) in which the Company has at least a 50 percent interest, either
directly or indirectly.

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<PAGE>

         "Ten Percent Owner" means an employee who owns or is deemed to own (by
reason of the attribution rules of Section 424(d) of the Code) more than 10
percent of the combined voting power of all classes of stock of the Company or
any parent or subsidiary corporation.

         "Unrestricted Stock Award" means an Award of shares of Stock free of
any restrictions.


SECTION 2.  ADMINISTRATION OF PLAN; ADMINISTRATOR AUTHORITY TO SELECT GRANTEES
            ------------------------------------------------------------------
            AND DETERMINE AWARDS
            --------------------

         (a) Administration of Plan. The Plan shall be administered by either
the Board or a committee of not less than two Non-Employee Directors (in either
case, the "Administrator").

         (b) Powers of Administrator. The Administrator shall have the power and
authority to grant Awards consistent with the terms of the Plan, including the
power and authority:

                  (i) to select the individuals to whom Awards may from time to
time be granted;

                  (ii) to determine the time or times of grant, and the extent,
if any, of Incentive Stock Options, Non-Qualified Stock Options, Stock
Appreciation Rights, Restricted Stock Awards, Deferred Stock Awards,
Unrestricted Stock Awards, Performance Share Awards and Dividend Equivalent
Rights, or any combination of the foregoing, granted to any one or more
grantees;

                  (iii) to determine the number of shares of Stock to be covered
by any Award;

                  (iv) to determine and modify from time to time the terms and
conditions, including restrictions, not inconsistent with the terms of the Plan,
of any Award, which terms and conditions may differ among individual Awards and
grantees, and to approve the form of written instruments evidencing the Awards;

                  (v)      to accelerate at any time the exercisability or
vesting of all or any portion of any Award;

                  (vi) subject to the provisions of Section 5(a)(ii), to extend
at any time the period in which Stock Options may be exercised; and

                  (vii) at any time to adopt, alter and repeal such rules,
guidelines and practices for administration of the Plan and for its own acts and
proceedings as it shall deem advisable; to interpret the terms and provisions of
the Plan and any Award (including related written instruments); to make all
determinations it deems advisable for the administration of the Plan; to decide
all disputes arising in connection with the Plan; and to otherwise supervise the
administration of the Plan.

         All decisions and interpretations of the Administrator shall be binding
on all persons, including the Company and Plan grantees.

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<PAGE>

         (c) Delegation of Authority to Grant Options. Subject to applicable
law, the Administrator, in its discretion, may delegate to the Chief Executive
Officer of the Company all or part of the Administrator's authority and duties
with respect to the granting of Options to individuals who are (i) not subject
to the reporting and other provisions of Section 16 of the Exchange Act and (ii)
not Covered Employees. Any such delegation by the Administrator shall include a
limitation as to the amount of Options that may be granted during the period of
the delegation and shall contain guidelines as to the determination of the
exercise price and the vesting criteria. The Administrator may revoke or amend
the terms of a delegation at any time but such action shall not invalidate any
prior actions of the Administrator's delegate or delegates that were consistent
with the terms of the Plan.

         (d) Award Agreement. Awards under the Plan shall be evidenced by Award
Agreements that set forth the terms, conditions and limitations for each Award
which may include, without limitation, the term of an Award and the provisions
applicable in the event employment or service terminates, and the Company's
authority to unilaterally or bilaterally amend, modify, suspend, cancel or
rescind an Award.

         (e) Indemnification. Neither the Board nor the Administrator, nor any
member of either or any delegate thereof, shall be liable for any act, omission,
interpretation, construction or determination made in good faith in connection
with the Plan, and the members of the Board and the Administrator (and any
delegate thereof) shall be entitled in all cases to indemnification and
reimbursement by the Company in respect of any claim, loss, damage or expense
(including, without limitation, reasonable attorneys' fees) arising or resulting
therefrom to the fullest extent permitted by law and/or under the Company's
articles or bylaws or any directors' and officers' liability insurance coverage
which may be in effect from time to time and/or any indemnification agreement
between such individual and the Company.

         (f) Foreign Award Recipients. Notwithstanding any provision of the Plan
to the contrary, in order to comply with the laws in other countries in which
the Company and its Subsidiaries operate or have employees or other individuals
eligible for Awards, the Administrator, in its sole discretion, shall have the
power and authority to: (i) determine which Subsidiaries shall be covered by the
Plan; (ii) determine which individuals outside the United States are eligible to
participate in the Plan; (iii) modify the terms and conditions of any Award
granted to individuals outside the United States to comply with applicable
foreign laws; (iv) establish subplans and modify exercise procedures and other
terms and procedures, to the extent the Administrator determines such actions to
be necessary or advisable (and such subplans and/or modifications shall be
attached to this Plan as appendices); provided, however, that no such subplans
and/or modifications shall increase the share limitations contained in Section
3(a) hereof; and (v) take any action, before or after an Award is made, that the
Administrator determines to be necessary or advisable to obtain approval or
comply with any local governmental regulatory exemptions or approvals.
Notwithstanding the foregoing, the Administrator may not take any actions
hereunder, and no Awards shall be granted, that would violate the Exchange Act
or any other applicable United States securities law, the Code, or any other
applicable United States governing statute or law.

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<PAGE>


SECTION 3.  STOCK ISSUABLE UNDER THE PLAN; MERGERS; SUBSTITUTION
            -----------------------------------------------------

         (a) Stock Issuable. The maximum number of shares of Stock reserved and
available for issuance under the Plan shall be 2,350,000 shares, subject to
adjustment as provided in Section 3(b). For purposes of this limitation, the
shares of Stock underlying any Awards that are forfeited, canceled, held back
upon exercise of an Option or settlement of an Award to cover the exercise price
or tax withholding, reacquired by the Company prior to vesting, satisfied
without the issuance of Stock or otherwise terminated (other than by exercise)
shall be added back to the shares of Stock available for issuance under the
Plan. In the event the Company repurchases shares of Stock on the open market,
such shares shall not be added to the shares of Stock available for issuance
under the Plan. Subject to such overall limitations, shares of Stock may be
issued up to such maximum number pursuant to any type or types of Award;
provided, however, that Stock Options or Stock Appreciation Rights with respect
to no more than 400,000 shares of Stock may be granted to any one individual
grantee during any one calendar year period and no more than 2,350,000 shares of
the Stock may be issued in the form of Incentive Stock Options. The shares
available for issuance under the Plan may be authorized but unissued shares of
Stock or shares of Stock reacquired by the Company.

         (b) Changes in Stock. Subject to Section 3(c) hereof, if, as a result
of any reorganization, recapitalization, reclassification, stock dividend, stock
split, reverse stock split or other similar change in the Company's capital
stock, the outstanding shares of Stock are increased or decreased or are
exchanged for a different number or kind of shares or other securities of the
Company, or additional shares or new or different shares or other securities of
the Company or other non-cash assets are distributed with respect to such shares
of Stock or other securities, or, if, as a result of any merger or
consolidation, sale of all or substantially all of the assets of the Company,
the outstanding shares of Stock are converted into or exchanged for a different
number or kind of securities of the Company or any successor entity (or a parent
or subsidiary thereof), the Administrator shall make an appropriate or
proportionate adjustment in (i) the maximum number of shares reserved for
issuance under the Plan, including the maximum number of shares that may be
issued in the form of Unrestricted Stock Awards, Restricted Stock Awards,
Deferred Stock Awards Performance Share Awards or Incentive Stock Options (ii)
the number of Stock Options or Stock Appreciation Rights that can be granted to
any one individual grantee and the maximum number of shares that may be granted
under a Performance-Based Award, (iii) the number and kind of shares or other
securities subject to any then outstanding Awards under the Plan, (iv) the
repurchase price, if any, per share subject to each outstanding Restricted Stock
Award and (vi) the exercise price for each share subject to any then outstanding
Stock Options and Stock Appreciation Rights under the Plan, without changing the
aggregate exercise price (i.e., the exercise price multiplied by the number of
Stock Options and Stock Appreciation Rights) as to which such Stock Options and
Stock Appreciation Rights remain exercisable. The Administrator shall also make
equitable or proportionate adjustments in the number of shares subject to
outstanding Awards and the exercise price and the terms of outstanding Awards to
take into consideration cash dividends paid other than in the ordinary course or
any other extraordinary corporate event. The adjustment by the Administrator
shall be final, binding and conclusive. No fractional shares of Stock shall be
issued under the Plan resulting from any such adjustment, but the Administrator
in its discretion may make a cash payment in lieu of fractional shares.

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<PAGE>

         (c) Mergers and Other Transactions. Except as the Administrator may
otherwise specify with respect to particular Awards in the relevant Award
documentation, in the case of and subject to the consummation of a Sale Event,
all Options and Stock Appreciation Rights that are not exercisable immediately
prior to the effective time of the Sale Event shall become fully exercisable as
of the effective time of the Sale Event, all other Awards with time-based
vesting, conditions or restrictions shall become fully vested and nonforfeitable
as of the effective time of the Sale Event and all Awards with conditions and
restrictions relating to the attainment of performance goals may become vested
and nonforfeitable in connection with a Sale Event in the Administrator's
discretion, unless, in any case, the parties to the Sale Event agree that Awards
will be assumed or continued by the successor entity. Upon the effective time of
the Sale Event, the Plan and all outstanding Awards granted hereunder shall
terminate, unless provision is made in connection with the Sale Event in the
sole discretion of the parties thereto for the assumption or continuation of
Awards theretofore granted by the successor entity, or the substitution of such
Awards with new Awards of the successor entity or parent thereof, with
appropriate adjustment as to the number and kind of shares and, if appropriate,
the per share exercise prices, as such parties shall agree (after taking into
account any acceleration hereunder). In the event of such termination, (i) the
Company shall have the option (in its sole discretion) to make or provide for a
cash payment to the grantees holding Options and Stock Appreciation Rights, in
exchange for the cancellation thereof, in an amount equal to the difference
between (A) the Sale Price multiplied by the number of shares of Stock subject
to outstanding Options and Stock Appreciation Rights (to the extent then
exercisable (after taking into account any acceleration hereunder) at prices not
in excess of the Sale Price) and (B) the aggregate exercise price of all such
outstanding Options and Stock Appreciation Rights; or (ii) each grantee shall be
permitted, within a specified period of time prior to the consummation of the
Sale Event as determined by the Administrator, to exercise all outstanding
Options and Stock Appreciation Rights held by such grantee.

         (d) Substitute Awards. The Administrator may grant Awards under the
Plan in substitution for stock and stock based awards held by employees,
directors or other key persons of another corporation in connection with the
merger or consolidation of the employing corporation with the Company or a
Subsidiary or the acquisition by the Company or a Subsidiary of property or
stock of the employing corporation. The Administrator may direct that the
substitute awards be granted on such terms and conditions as the Administrator
considers appropriate in the circumstances. Any substitute Awards granted under
the Plan shall not count against the share limitation set forth in Section 3(a).


SECTION 4.  ELIGIBILITY

         Grantees under the Plan will be such full or part-time officers and
other employees, Non-Employee Directors and key persons (including consultants
and prospective employees) of the Company and its Subsidiaries as are selected
from time to time by the Administrator in its sole discretion.

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<PAGE>

SECTION 5.  STOCK OPTIONS

         Any Stock Option granted under the Plan shall be in such form as the
Administrator may from time to time approve.

         Stock Options granted under the Plan may be either Incentive Stock
Options or Non-Qualified Stock Options. Incentive Stock Options may be granted
only to employees of the Company or any Subsidiary that is a "subsidiary
corporation" within the meaning of Section 424(f) of the Code. To the extent
that any Option does not qualify as an Incentive Stock Option, it shall be
deemed a Non-Qualified Stock Option.

         Stock Options granted pursuant to this Section 5 shall be subject to
the following terms and conditions and shall contain such additional terms and
conditions, not inconsistent with the terms of the Plan, as the Administrator
shall deem desirable. If the Administrator so determines, Stock Options may be
granted in lieu of cash compensation at the optionee's election, subject to such
terms and conditions as the Administrator may establish.

                  (a) Exercise Price. The exercise price per share for the Stock
covered by a Stock Option granted pursuant to this Section 5 shall be determined
by the Administrator at the time of grant but shall not be less than 100 percent
of the Fair Market Value on the date of grant. In the case of an Incentive Stock
Option that is granted to a Ten Percent Owner, the option price of such
Incentive Stock Option shall be not less than 110 percent of the Fair Market
Value on the grant date.

                  (b) Option Term. The term of each Stock Option shall be fixed
by the Administrator, but no Stock Option shall be exercisable more than ten
years after the date the Stock Option is granted. In the case of an Incentive
Stock Option that is granted to a Ten Percent Owner, the term of such Stock
Option shall be no more than five years from the date of grant.

                  (c) Exercisability; Rights of a Stockholder. Stock Options
shall become exercisable at such time or times, whether or not in installments,
as shall be determined by the Administrator at or after the grant date. The
Administrator may at any time accelerate the exercisability of all or any
portion of any Stock Option. An optionee shall have the rights of a stockholder
only as to shares acquired upon the exercise of a Stock Option and not as to
unexercised Stock Options.

                  (d) Method of Exercise. Stock Options may be exercised in
whole or in part, by giving written or electronic notice of exercise to the
Company, specifying the number of shares to be purchased. Payment of the
purchase price may be made by one or more of the following methods to the extent
provided in the Option Award Agreement:

                           (i) In cash, by certified or bank check or other
         instrument acceptable to the Administrator;

                           (ii) Through the delivery (or attestation to the
         ownership) of shares of Stock that have been purchased by the optionee
         on the open market or that have been beneficially owned by the optionee
         for at least six months and are not then subject to restrictions under
         any Company plan. Such surrendered shares shall be valued at Fair
         Market Value on the exercise date; or

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<PAGE>

                           (iii) By the optionee delivering to the Company a
         properly executed exercise notice together with irrevocable
         instructions to a broker to promptly deliver to the Company cash or a
         check payable and acceptable to the Company for the purchase price;
         provided that in the event the optionee chooses to pay the purchase
         price as so provided, the optionee and the broker shall comply with
         such procedures and enter into such agreements of indemnity and other
         agreements as the Administrator shall prescribe as a condition of such
         payment procedure; or

                           (iv) With respect to Stock Options that are not
         Incentive Stock Options, by a "net exercise" arrangement pursuant to
         which the Company will reduce the number of shares of Stock issuable
         upon exercise by the largest whole number of shares with a Fair Market
         Value that does not exceed the aggregate exercise price.

         Payment instruments will be received subject to collection. The
transfer to the optionee on the records of the Company or of the transfer agent
of the shares of Stock to be purchased pursuant to the exercise of a Stock
Option will be contingent upon receipt from the optionee (or a purchaser acting
in his stead in accordance with the provisions of the Stock Option) by the
Company of the full purchase price for such shares and the fulfillment of any
other requirements contained in the Option Award Agreement or applicable
provisions of laws (including the satisfaction of any withholding taxes that the
Company is obligated to withhold with respect to the optionee). In the event an
optionee chooses to pay the purchase price by previously-owned shares of Stock
through the attestation method, the number of shares of Stock transferred to the
optionee upon the exercise of the Stock Option shall be net of the number of
attested shares. In the event that the Company establishes, for itself or using
the services of a third party, an automated system for the exercise of Stock
Options, such as a system using an internet website or interactive voice
response, then the paperless exercise of Stock Options may be permitted through
the use of such an automated system.

         (e) Annual Limit on Incentive Stock Options. To the extent required for
"incentive stock option" treatment under Section 422 of the Code, the aggregate
Fair Market Value (determined as of the time of grant) of the shares of Stock
with respect to which Incentive Stock Options granted under this Plan and any
other plan of the Company or its parent and subsidiary corporations become
exercisable for the first time by an optionee during any calendar year shall not
exceed $100,000. To the extent that any Stock Option exceeds this limit, it
shall constitute a Non-Qualified Stock Option.


SECTION 6.  STOCK APPRECIATION RIGHTS.
            ---------------------------

         (a) Exercise Price of Stock Appreciation Rights. The exercise price of
a Stock Appreciation Right shall not be less than 100 percent of the Fair Market
Value of the Stock on the date of grant.

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<PAGE>

         (b) Grant and Exercise of Stock Appreciation Rights. Stock Appreciation
Rights may be granted by the Administrator independently of any Stock Option
granted pursuant to Section 5 of the Plan.

         (c) Terms and Conditions of Stock Appreciation Rights. Stock
Appreciation Rights shall be subject to such terms and conditions as shall be
determined from time to time by the Administrator. The term of a Stock
Appreciation Right may not exceed ten years.


SECTION 7.  RESTRICTED STOCK AWARDS
            ------------------------

         (a) Nature of Restricted Stock Awards. The Administrator shall
determine the restrictions and conditions applicable to each Restricted Stock
Award at the time of grant. Conditions may be based on continuing employment (or
other service relationship) and/or achievement of pre-established performance
goals and objectives. The terms and conditions of each such Award Agreement
shall be determined by the Administrator, and such terms and conditions may
differ among individual Awards and grantees.

         (b) Rights as a Stockholder. Upon the grant of the Restricted Stock
Award and payment of any applicable purchase price, a grantee shall have the
rights of a stockholder with respect to the voting of the Restricted Stock,
subject to such conditions contained in the Restricted Stock Award Agreement.
Unless the Administrator shall otherwise determine, (i) uncertificated
Restricted Stock shall be accompanied by a notation on the records of the
Company or the transfer agent to the effect that they are subject to forfeiture
until such Restricted Stock are vested as provided in Section 7(d) below, and
(ii) certificated Restricted Stock shall remain in the possession of the Company
until such Restricted Stock is vested as provided in Section 7(d) below, and the
grantee shall be required, as a condition of the grant, to deliver to the
Company such instruments of transfer as the Administrator may prescribe.

         (c) Restrictions. Restricted Stock may not be sold, assigned,
transferred, pledged or otherwise encumbered or disposed of except as
specifically provided herein or in the Restricted Stock Award Agreement. Except
as may otherwise be provided by the Administrator either in the Award Agreement
or, subject to Section 17 below, in writing after the Award is issued, if a
grantee's employment (or other service relationship) with the Company and its
Subsidiaries terminates for any reason, any Restricted Stock that has not vested
at the time of termination shall automatically and without any requirement of
notice to such grantee from or other action by or on behalf of, the Company be
deemed to have been reacquired by the Company at its original purchase price (if
any) from such grantee or such grantee's legal representative simultaneously
with such termination of employment (or other service relationship), and
thereafter shall cease to represent any ownership of the Company by the grantee
or rights of the grantee as a stockholder. Following such deemed reacquisition
of unvested Restricted Stock that are represented by physical certificates, a
grantee shall surrender such certificates to the Company upon request without
consideration.

         (d) Vesting of Restricted Stock. The Administrator at the time of grant
shall specify the date or dates and/or the attainment of pre-established
performance goals, objectives and other conditions on which the
non-transferability of the Restricted Stock and the Company's right of
repurchase or forfeiture shall lapse. Subsequent to such date or dates and/or
the attainment of such pre-established performance goals, objectives and other
conditions, the shares on which all restrictions have lapsed shall no longer be
Restricted Stock and shall be deemed "vested." Except as may otherwise be
provided by the Administrator either in the Award Agreement or, subject to
Section 17 below, in writing after the Award is issued, a grantee's rights in
any shares of Restricted Stock that have not vested shall automatically
terminate upon the grantee's termination of employment (or other service
relationship) with the Company and its Subsidiaries and such shares shall be
subject to the provisions of Section 7(c) above.

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<PAGE>

SECTION 8.  DEFERRED STOCK AWARDS
            ----------------------

         (a) Nature of Deferred Stock Awards. The Administrator shall determine
the restrictions and conditions applicable to each Deferred Stock Award at the
time of grant. Conditions may be based on continuing employment (or other
service relationship) and/or achievement of pre-established performance goals
and objectives. The terms and conditions of each such Award Agreement shall be
determined by the Administrator, and such terms and conditions may differ among
individual Awards and grantees. At the end of the deferral period, the Deferred
Stock Award, to the extent vested, shall be settled in the form of shares of
Stock. To the extent that a Deferred Stock Award is subject to Section 409A, it
may contain such additional terms and conditions as the Administrator shall
determine in its sole discretion in order for such Award to comply with the
requirements of Section 409A.

         (b) Election to Receive Deferred Stock Awards in Lieu of Compensation.
The Administrator may, in its sole discretion, permit a grantee to elect to
receive a portion of the future cash compensation otherwise due to such grantee
in the form of a Deferred Stock Award. Any such election shall be made in
writing and shall be delivered to the Company no later than the date specified
by the Administrator and in accordance with Section 409A and such other rules
and procedures established by the Administrator. Any such future cash
compensation that the grantee elects to defer shall be converted to a fixed
number of phantom stock units based on the Fair Market Value of Stock on the
date the compensation would otherwise have been paid to the grantee if such
payment had not been deferred as provided herein. The Administrator shall have
the sole right to determine whether and under what circumstances to permit such
elections and to impose such limitations and other terms and conditions thereon
as the Administrator deems appropriate.

         (c) Rights as a Stockholder. A grantee shall have the rights as a
stockholder only as to shares of Stock acquired by the grantee upon settlement
of a Deferred Stock Award; provided, however, that the grantee may be credited
with Dividend Equivalent Rights with respect to the phantom stock units
underlying his Deferred Stock Award, subject to such terms and conditions as the
Administrator may determine.

         (d) Termination. Except as may otherwise be provided by the
Administrator either in the Award Agreement or, subject to Section 17 below, in
writing after the Award is issued, a grantee's right in all Deferred Stock
Awards that have not vested shall automatically terminate upon the grantee's
termination of employment (or cessation of service relationship) with the
Company and its Subsidiaries for any reason.

                                       11
<PAGE>

SECTION 9.  UNRESTRICTED STOCK AWARDS
            --------------------------

         Grant or Sale of Unrestricted Stock. The Administrator may, in its sole
discretion, grant (or sell at par value or such higher purchase price determined
by the Administrator) an Unrestricted Stock Award to any grantee pursuant to
which such grantee may receive shares of Stock free of any restrictions
("Unrestricted Stock") under the Plan. Unrestricted Stock Awards may be granted
in respect of past services or other valid consideration, or in lieu of cash
compensation due to such grantee.


SECTION 10.  PERFORMANCE SHARE AWARDS
             -------------------------

         (a) Nature of Performance Share Awards. The Administrator, in its sole
discretion, may grant Performance Share Awards independent of or in connection
with the granting of any other Award under the Plan. The Administrator, in its
sole discretion, shall determine whether and to whom Performance Share Awards
shall be made, the Performance Goals, the periods during which performance is to
be measured, and all other limitations and conditions, as the Administrator
shall determine.

         (b) Rights as a Stockholder. A grantee receiving a Performance Share
Award shall have the rights of a stockholder only as to shares actually received
by the grantee under the Plan and not with respect to shares subject to the
Award but not actually received by the grantee. A grantee shall be entitled to
receive shares of Stock under a Performance Share Award only upon satisfaction
of all conditions specified in the Performance Share Award agreement (or in a
performance plan adopted by the Administrator).

         (c) Termination. Except as may otherwise be provided by the
Administrator either in the Award agreement or, subject to Section 17 below, in
writing after the Award is issued, a grantee's rights in all Performance Share
Awards shall automatically terminate upon the grantee's termination of
employment (or cessation of service relationship) with the Company and its
Subsidiaries for any reason.


SECTION 11.  PERFORMANCE-BASED AWARDS TO COVERED EMPLOYEES
             ----------------------------------------------

         (a) Performance-Based Awards. Any employee or other key person
providing services to the Company and who is selected by the Administrator may
be granted one or more Performance-Based Awards in the form of a Restricted
Stock Award, Deferred Stock Award, Performance Share Awards or Cash-Based Award
payable upon the attainment of Performance Goals that are established by the
Administrator and relate to one or more of the Performance Criteria, in each
case on a specified date or dates or over any period or periods determined by
the Administrator. The Administrator shall define in an objective fashion the
manner of calculating the Performance Criteria it selects to use for any
Performance Cycle. Depending on the Performance Criteria used to establish such
Performance Goals, the Performance Goals may be expressed in terms of overall
Company performance or the performance of a division, business unit, or an
individual. The Administrator, in its discretion, may adjust or modify the
calculation of Performance Goals for such Performance Cycle in order to prevent
the dilution or enlargement of the rights of an individual (i) in the event of,
or in anticipation of, any unusual or extraordinary corporate item, transaction,
event or development, (ii) in recognition of, or in anticipation of, any other
unusual or nonrecurring events affecting the Company, or the financial
statements of the Company, or (iii) in response to, or in anticipation of,
changes in applicable laws, regulations, accounting principles, or business
conditions provided however, that the Administrator may not exercise such
discretion in a manner that would increase the Performance-Based Award granted
to a Covered Employee. Each Performance-Based Award shall comply with the
provisions set forth below.

                                       12
<PAGE>

         (b) Grant of Performance-Based Awards. With respect to each
Performance-Based Award granted to a Covered Employee, the Administrator shall
select, within the first 90 days of a Performance Cycle (or, if shorter, within
the maximum period allowed under Section 162(m) of the Code) the Performance
Criteria for such grant, and the Performance Goals with respect to each
Performance Criterion (including a threshold level of performance below which no
amount will become payable with respect to such Award). Each Performance-Based
Award will specify the amount payable, or the formula for determining the amount
payable, upon achievement of the various applicable performance targets. The
Performance Criteria established by the Administrator may be (but need not be)
different for each Performance Cycle and different Performance Goals may be
applicable to Performance-Based Awards to different Covered Employees.

         (c) Payment of Performance-Based Awards. Following the completion of a
Performance Cycle, the Administrator shall meet to review and certify in writing
whether, and to what extent, the Performance Goals for the Performance Cycle
have been achieved and, if so, to also calculate and certify in writing the
amount of the Performance-Based Awards earned for the Performance Cycle. The
Administrator shall then determine the actual size of each Covered Employee's
Performance-Based Award, and, in doing so, may reduce or eliminate the amount of
the Performance-Based Award for a Covered Employee if, in its sole judgment,
such reduction or elimination is appropriate.

         (d) Maximum Award Payable. The maximum Performance-Based Award payable
to any one Covered Employee under the Plan for a Performance Cycle is 400,000
Shares (subject to adjustment as provided in Section 3(b) hereof).


SECTION 12.  DIVIDEND EQUIVALENT RIGHTS
             ---------------------------

         (a) Dividend Equivalent Rights. A Dividend Equivalent Right may be
granted hereunder to any grantee as a component of a Deferred Stock Award,
Restricted Stock Award or Performance Share Award or as a freestanding award.
The terms and conditions of Dividend Equivalent Rights shall be specified in the
Award Agreement. Dividend equivalents credited to the holder of a Dividend
Equivalent Right may be paid currently or may be deemed to be reinvested in
additional shares of Stock, which may thereafter accrue additional equivalents.
Any such reinvestment shall be at Fair Market Value on the date of reinvestment
or such other price as may then apply under a dividend reinvestment plan
sponsored by the Company, if any. Dividend Equivalent Rights may be settled in
cash or shares of Stock or a combination thereof, in a single installment or
installments. A Dividend Equivalent Right granted as a component of a Deferred
Stock Award, Restricted Stock Award or Performance Share Award may provide that
such Dividend Equivalent Right shall be settled upon settlement, or payment of,
or lapse of restrictions on, such other Award, and that such Dividend Equivalent
Right shall expire or be forfeited or annulled under the same conditions as such
other Award. A Dividend Equivalent Right granted as a component of a Deferred
Stock Award Restricted Stock Award or Performance Share Award may also contain
terms and conditions different from such other Award.

                                       13
<PAGE>

         (b) Interest Equivalents. Any Award under this Plan that is settled in
whole or in part in cash on a deferred basis may provide in the grant for
interest equivalents to be credited with respect to such cash payment. Interest
equivalents may be compounded and shall be paid upon such terms and conditions
as may be specified by the grant.

         (c) Termination. Except as may otherwise be provided by the
Administrator either in the Award Agreement or, subject to Section 17 below, in
writing after the Award is issued, a grantee's rights in all Dividend Equivalent
Rights or interest equivalents granted as a component of a Deferred Stock Award,
Restricted Stock Award or Performance Share Award that has not vested shall
automatically terminate upon the grantee's termination of employment (or
cessation of service relationship) with the Company and its Subsidiaries for any
reason.

SECTION 13.  TRANSFERABILITY OF AWARDS
             -------------------------

         (a) Transferability. Except as provided in Section 13(b) below, during
a grantee's lifetime, his or her Awards shall be exercisable only by the
grantee, or by the grantee's legal representative or guardian in the event of
the grantee's incapacity. No Awards shall be sold, assigned, transferred or
otherwise encumbered or disposed of by a grantee other than by will or by the
laws of descent and distribution or pursuant to a domestic relations order. No
Awards shall be subject, in whole or in part, to attachment, execution, or levy
of any kind, and any purported transfer in violation hereof shall be null and
void.

         (b) Administrator Action. Notwithstanding Section 13(a), the
Administrator, in its discretion, may provide either in the Award Agreement
regarding a given Award or by subsequent written approval that the grantee (who
is an employee or director) may transfer his or her Awards (other than any
Incentive Stock Options or Deferred Stock Awards) to his or her immediate family
members, to trusts for the benefit of such family members, or to partnerships in
which such family members are the only partners, provided that the transferee
agrees in writing with the Company to be bound by all of the terms and
conditions of this Plan and the applicable Award.

         (c) Family Member. For purposes of Section 13(b), "family member" shall
mean a grantee's child, stepchild, grandchild, parent, stepparent, grandparent,
spouse, former spouse, sibling, niece, nephew, mother-in-law, father-in-law,
son-in-law, daughter-in-law, brother-in-law, or sister-in-law, including
adoptive relationships, any person sharing the grantee's household (other than a
tenant of the grantee), a trust in which these persons (or the grantee) have
more than 50 percent of the beneficial interest, a foundation in which these
persons (or the grantee) control the management of assets, and any other entity
in which these persons (or the grantee) own more than 50 percent of the voting
interests.

                                       14
<PAGE>

         (d) Designation of Beneficiary. Each grantee to whom an Award has been
made under the Plan may designate a beneficiary or beneficiaries to exercise any
Award or receive any payment under any Award payable on or after the grantee's
death. Any such designation shall be on a form provided for that purpose by the
Administrator and shall not be effective until received by the Administrator. If
no beneficiary has been designated by a deceased grantee, or if the designated
beneficiaries have predeceased the grantee, the beneficiary shall be the
grantee's estate.


SECTION 14.  TAX WITHHOLDING
             ---------------

         (a) Payment by Grantee. Each grantee shall, no later than the date as
of which the value of an Award or of any Stock or other amounts received
thereunder first becomes includable in the gross income of the grantee for
Federal income tax purposes, pay to the Company, or make arrangements
satisfactory to the Administrator regarding payment of, any Federal, state, or
local taxes of any kind required by law to be withheld by the Company with
respect to such income. The Company and its Subsidiaries shall, to the extent
permitted by law, have the right to deduct any such taxes from any payment of
any kind otherwise due to the grantee. The Company's obligation to deliver
evidence of book entry (or stock certificates) to any grantee is subject to and
conditioned on tax withholding obligations being satisfied by the grantee.

         (b) Payment in Stock. Subject to approval by the Administrator, a
grantee may elect to have the Company's minimum required tax withholding
obligation satisfied, in whole or in part, by authorizing the Company to
withhold from shares of Stock to be issued pursuant to any Award a number of
shares with an aggregate Fair Market Value (as of the date the withholding is
effected) that would satisfy the withholding amount due.

SECTION 15.  SECTION 409A AWARDS.
             --------------------

         To the extent that any Award is determined to constitute "nonqualified
deferred compensation" within the meaning of Section 409A (a "409A Award"), the
Award shall be subject to such additional rules and requirements as specified by
the Administrator from time to time in order to comply with Section 409A. In
this regard, if any amount under a 409A Award is payable upon a "separation from
service" (within the meaning of Section 409A) to a grantee who is then
considered a "specified employee" (within the meaning of Section 409A), then no
such payment shall be made prior to the date that is the earlier of (i) six
months and one day after the grantee's separation from service, or (ii) the
grantee's death, but only to the extent such delay is necessary to prevent such
payment from being subject to interest, penalties and/or additional tax imposed
pursuant to Section 409A. Further, the settlement of any such Award may not be
accelerated except to the extent permitted by Section 409A.


SECTION 16.  TRANSFER, LEAVE OF ABSENCE, ETC.
             ---------------------------------

         For purposes of the Plan, the following events shall not be deemed a
termination of employment:

                                       15
<PAGE>

         (a) a transfer to the employment of the Company from a Subsidiary or
from the Company to a Subsidiary, or from one Subsidiary to another; or

         (b) an approved leave of absence for military service or sickness, or
for any other purpose approved by the Company, if the employee's right to
re-employment is guaranteed either by a statute or by contract or under the
policy pursuant to which the leave of absence was granted or if the
Administrator otherwise so provides in writing.


SECTION 17.  AMENDMENTS AND TERMINATION
             --------------------------

         The Board may, at any time, amend or discontinue the Plan and the
Administrator may, at any time, amend or cancel any outstanding Award for the
purpose of satisfying changes in law or for any other lawful purpose, but no
such action shall adversely affect rights under any outstanding Award without
the holder's consent. Except as provided in Section 3(c) or 3(d), without prior
stockholder approval, in no event may the Administrator exercise its discretion
to reduce the exercise price of outstanding Stock Options or Stock Appreciation
Rights or effect repricing through cancellation and re-grants or cancellation of
Stock Options or Stock Appreciation Rights in exchange for cash. To the extent
required under the rules of any securities exchange or market system on which
the Stock is listed, to the extent determined by the Administrator to be
required by the relevant securities exchange or by the Code to ensure that
Incentive Stock Options granted under the Plan are qualified under Section 422
of the Code or to ensure that compensation earned under Awards qualifies as
performance-based compensation under Section 162(m) of the Code, if and to the
extent intended to so qualify, Plan amendments shall be subject to approval by
the Company stockholders entitled to vote at a meeting of stockholders. Nothing
in this Section 17 shall limit the Administrator's authority to take any action
permitted pursuant to Section 3(c) or (d).


SECTION 18.  STATUS OF PLAN
             --------------

         With respect to the portion of any Award that has not been exercised
and any payments in cash, Stock or other consideration not received by a
grantee, a grantee shall have no rights greater than those of a general creditor
of the Company unless the Administrator shall otherwise expressly determine in
connection with any Award or Awards. In its sole discretion, the Administrator
may authorize the creation of trusts or other arrangements to meet the Company's
obligations to deliver Stock or make payments with respect to Awards hereunder,
provided that the existence of such trusts or other arrangements is consistent
with the foregoing sentence.


SECTION 19.  CHANGE OF CONTROL PROVISIONS
             -----------------------------

         Upon the occurrence of a Change of Control as defined in this Section
19:

         (a) Except as otherwise provided in the applicable Award agreement,
each outstanding Stock Option and Stock Appreciation Right shall automatically
become fully exercisable.

                                       16
<PAGE>

         (b) Except as otherwise provided in the applicable Award Agreement,
conditions and restrictions on each outstanding Restricted Stock Award, Deferred
Stock Award and Performance Share Award which relate solely to the passage of
time and continued employment will be removed. Performance or other conditions
(other than conditions and restrictions relating solely to the passage of time
and continued employment) will continue to apply unless otherwise provided in
the applicable Award agreement.

         (c) "Change of Control" shall mean the occurrence of any one of the
following events:

                  (i) any "Person," as such term is used in Sections 13(d) and
14(d) of the Exchange Act (other than the Company, any of its Subsidiaries, or
any trustee, fiduciary or other person or entity holding securities under any
employee benefit plan or trust of the Company or any of its Subsidiaries),
together with all "affiliates" and "associates" (as such terms are defined in
Rule 12b-2 under the Exchange Act) of such person, shall become the "beneficial
owner" (as such term is defined in Rule 13d-3 under the Exchange Act), directly
or indirectly, of securities of the Company representing 50 percent or more of
the combined voting power of the Company's then outstanding securities having
the right to vote in an election of the Company's Board of Directors ("Voting
Securities") (in such case other than as a result of an acquisition of
securities directly from the Company); or

                  (ii) persons who, as of the Effective Date, constitute the
Company's Board of Directors (the "Incumbent Directors") cease for any reason,
including, without limitation, as a result of a tender offer, proxy contest,
merger or similar transaction, to constitute at least a majority of the Board,
provided that any person becoming a director of the Company subsequent to the
Effective Date shall be considered an Incumbent Director if such person's
election was approved by or such person was nominated for election by either (A)
a vote of at least a majority of the Incumbent Directors or (B) a vote of at
least a majority of the Incumbent Directors who are members of a nominating
committee comprised, in the majority, of Incumbent Directors; but provided
further, that any such person whose initial assumption of office is in
connection with an actual or threatened election contest relating to the
election of members of the Board of Directors or other actual or threatened
solicitation of proxies or consents by or on behalf of a Person other than the
Board, including by reason of agreement intended to avoid or settle any such
actual or threatened contest or solicitation, shall not be considered an
Incumbent Director; or

                  (iii) the consummation of a consolidation, merger or
consolidation or sale or other disposition of all or substantially all of the
assets of the Company (a "Corporate Transaction"); excluding, however, a
Corporate Transaction in which the stockholders of the Company immediately prior
to the Corporate Transaction, would, immediately after the Corporate
Transaction, beneficially own (as such term is defined in Rule 13d-3 under the
Exchange Act), directly or indirectly, shares representing in the aggregate more
than 50 percent of the voting shares of the corporation issuing cash or
securities in the Corporate Transaction (or of its ultimate parent corporation,
if any); or

                  (iv) the approval by the stockholders of any plan or proposal
for the liquidation or dissolution of the Company.

                                       17
<PAGE>

         Notwithstanding the foregoing, a "Change of Control" shall not be
deemed to have occurred for purposes of the foregoing clause (i) solely as the
result of an acquisition of securities by the Company which, by reducing the
number of shares of Voting Securities outstanding, increases the proportionate
number of shares of Voting Securities beneficially owned by any person to 50
percent or more of the combined voting power of all then outstanding Voting
Securities; provided, however , that if any person referred to in this sentence
shall thereafter become the beneficial owner of any additional shares of Voting
Securities (other than pursuant to a stock split, stock dividend, or similar
transaction or as a result of an acquisition of securities directly from the
Company) and immediately thereafter beneficially owns 50 percent or more of the
combined voting power of all then outstanding Voting Securities, then a "Change
of Control" shall be deemed to have occurred for purposes of the foregoing
clause (i).


SECTION 20.  GENERAL PROVISIONS
             -------------------

         (a) No Distribution; Compliance with Legal Requirements. The
Administrator may require each person acquiring Stock pursuant to an Award to
represent to and agree with the Company in writing that such person is acquiring
the shares without a view to distribution thereof.

         (b) Delivery of Stock Certificates. Stock certificates to grantees
under this Plan shall be deemed delivered for all purposes when the Company or a
stock transfer agent of the Company shall have mailed such certificates in the
United States mail, addressed to the grantee, at the grantee's last known
address on file with the Company. Uncertificated Stock shall be deemed delivered
for all purposes when the Company or a Stock transfer agent of the Company shall
have given to the grantee by electronic mail (with proof of receipt) or by
United States mail, addressed to the grantee, at the grantee's last known
address on file with the Company, notice of issuance and recorded the issuance
in its records (which may include electronic "book entry" records).
Notwithstanding anything herein to the contrary, the Company shall not be
required to issue or deliver any certificates evidencing shares of Stock
pursuant to the exercise of any Award, unless and until the Administrator has
determined, with advice of counsel (to the extent the Administrator deems such
advice necessary or advisable), that the issuance and delivery of such
certificates is in compliance with all applicable laws, regulations of
governmental authorities and, if applicable, the requirements of any exchange on
which the shares of Stock are listed, quoted or traded. All Stock certificates
delivered pursuant to the Plan shall be subject to any stop-transfer orders and
other restrictions as the Administrator deems necessary or advisable to comply
with federal, state or foreign jurisdiction, securities or other laws, rules and
quotation system on which the Stock is listed, quoted or traded. The
Administrator may place legends on any Stock certificate to reference
restrictions applicable to the Stock. In addition to the terms and conditions
provided herein, the Administrator may require that an individual make such
reasonable covenants, agreements, and representations as the Administrator, in
its discretion, deems necessary or advisable in order to comply with any such
laws, regulations, or requirements. The Administrator shall have the right to
require any individual to comply with any timing or other restrictions with
respect to the settlement or exercise of any Award, including a window-period
limitation, as may be imposed in the discretion of the Administrator.

                                       18
<PAGE>

         (c) Stockholder Rights. Until Stock is deemed delivered in accordance
with Section 20(b), no right to vote or receive dividends or any other rights of
a stockholder will exist with respect to shares of Stock to be issued in
connection with an Award, notwithstanding the exercise of a Stock Option or any
other action by the grantee with respect to an Award.

         (d) Other Compensation Arrangements; No Employment Rights. Nothing
contained in this Plan shall prevent the Board from adopting other or additional
compensation arrangements, including trusts, and such arrangements may be either
generally applicable or applicable only in specific cases. The adoption of this
Plan and the grant of Awards do not confer upon any employee any right to
continued employment with the Company or any Subsidiary.

         (e) Trading Policy Restrictions. Option exercises and other Awards
under the Plan shall be subject to such Company's insider trading policy and
procedures, as in effect from time to time.

         (f) Forfeiture of Awards under Sarbanes-Oxley Act. If the Company is
required to prepare an accounting restatement due to the material noncompliance
of the Company, as a result of misconduct, with any financial reporting
requirement under the securities laws, then any grantee who is one of the
individuals subject to automatic forfeiture under Section 304 of the
Sarbanes-Oxley Act of 2002 shall reimburse the Company for the amount of any
Award received by such individual under the Plan during the 12-month period
following the first public issuance or filing with the United States Securities
and Exchange Commission, as the case may be, of the financial document embodying
such financial reporting requirement.


SECTION 21.  EFFECTIVE DATE OF PLAN
             ----------------------

           This Plan shall become effective upon stockholder approval in
accordance with applicable state law, the Company's bylaws and articles of
incorporation and applicable stock exchange rules. Subject to such approval by
the stockholders and to the requirement that no Stock may be issued hereunder
prior to such approval, Stock Options and other Awards may be granted hereunder
on and after adoption of this Plan by the Board. No grants of Stock Options and
other Awards may be made hereunder after the tenth anniversary of the Effective
Date and no grants of Incentive Stock Options may be made hereunder after the
tenth anniversary of the date the amended and restated Plan is approved by the
Board.


SECTION 22.  GOVERNING LAW

         This Plan and all Awards and actions taken thereunder shall be governed
by, and construed in accordance with, the laws of the Commonwealth of
Massachusetts, applied without regard to conflict of law principles.




DATE APPROVED BY BOARD OF DIRECTORS:  April 4, 2003.
AMENDMENT AND RESTATEMENT APPROVED BY THE BOARD OF DIRECTORS: April 23, 2009.

                                       19
<PAGE>

DATE APPROVED BY STOCKHOLDERS:  June 4, 2003.
AMENDMENT AND RESTATEMENT APPROVED BY STOCKHOLDERS: June 5, 2009.

                                       20