**Exhibit 10.5**REMOTE KNOWLEDGE, INC.OMNIBUS STOCK AND INCENTIVE COMPENSATION PLAN 2006Effective September 7, 2006ARTICLE 1. ESTABLISHMENT, PURPOSE, AND DURATION1.1 ESTABLISHMENT OF THE PLAN. Remote Knowledge, Inc., a Delaware corporation (hereinafter referredto as the “Company”), establishes an incentive compensation plan to be known as the Omnibus Stockand Incentive Compensation Plan (hereinafter referred to as the “Plan”), as set forth in thisdocument.The Plan permits the grant of Nonqualified Stock Options, Stock Appreciation Rights, RestrictedStock, Restricted Stock Units, Performance Shares and Performance Units.The Plan shall become effective, as approved by the Board, on September 7, 2006 (the “EffectiveDate”) and shall remain in effect as provided in Section 1.3 hereof.1.2 PURPOSE OF THE PLAN. The purpose of the Plan is to promote the success and enhance the value ofthe Company and Affiliates by linking the personal interests of the Participants to those of theCompany’s shareholders, and by providing Participants with an incentive for outstandingperformance.The Plan is further intended to provide flexibility to the Company in its ability to motivate,attract, and retain the services of Participants upon whose judgment, interest, and special effortthe successful conduct of its operation largely is dependent.1.3 DURATION OF THE PLAN. The Plan shall commence as of the Effective Date, as described in Section1.1 herein, and shall remain in effect, subject to the right of the Committee or the Board to amendor terminate the Plan at any time pursuant to Article 16 herein, until the earlier of (i) the tenthanniversary of the Effective Date, or (ii) all Shares subject to the Plan have been purchased oracquired according to the Plan’s provisions.1.4 SUCCESSOR PLAN. This Plan shall serve as the successor to the 2004 Non Qualified Stock OptionPlan (the “Predecessor Plan”), and no further grants shall be made under the Predecessor Plan fromand after the Effective Date of this Plan. All outstanding awards under the Predecessor Planimmediately prior to the Effective Date of this Plan are hereby incorporated into this Plan andshall accordingly be treated as Awards under this Plan. However, each such award shall continue tobe governed solely by the terms and conditions of the instrument evidencing such grant or issuance,and, except as otherwise expressly provided herein or by the Committee, no provision of this Planshall affect or otherwise modify the rights or obligations of holders of such incorporated awards.Any Shares of common stock reserved for issuance under the Predecessor Plan in excess of the numberof Shares as to which awards have been awarded thereunder shall be transferred into this Plan uponthe Effective Date and shall become available for grant under this Plan. Any Shares related toawards granted or issued under the Predecessor Plan that after the Effective Date may lapse,expire, terminate, or are cancelled, are settled in cash in lieu of common stock, are tendered(either by actual delivery or attestation) to pay the option price, or are used to satisfy any taxwithholding requirements shall be deemed available for issuance or reissuance under Section 4.1 ofthis Plan.ARTICLE 2. DEFINITIONSWhenever used in the Plan, the following terms shall have the meaning set forth below, and when themeaning is intended, the initial letter of the word shall be capitalized.
 
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2.1 “AFFILIATE” shall have the meaning ascribed to such term in Rule 12b-2 of the General Rules andRegulations of the Exchange Act, with reference to the Company, and shall also include anycorporation, partnership, joint venture, limited liability company, or other entity in which theCompany owns, directly or indirectly, at least fifty percent (50%) of the total combined VotingPower of such corporation or of the capital interest or profits interest of such partnership orother entity.2.2 “AGENCY” means the active relationship between an Agent and an insurance company for which theAgent is licensed.2.3 “AGENT” means a natural person licensed or otherwise authorized under applicable law torepresent the Company or an Affiliate in the sale of insurance or other financial products orservices.2.4 “AWARD” means, individually or collectively, a grant under this Plan of NQSOs, SARs, RestrictedStock, Restricted Stock Units, Performance Shares, Performance Units, in each case subject to theterms of this Plan.2.5 “AWARD AGREEMENT” means either (i) a written agreement entered into by the Company or anAffiliate and a Participant setting forth the terms and provisions applicable to Awards grantedunder this Plan; or (ii) a written statement issued by the Company or an Affiliate to a Participantdescribing the terms and provisions of such Award.2.6 “BENEFICIAL OWNER” OR “BENEFICIAL OWNERSHIP” shall have the meaning ascribed to such term inrule 13d-3 of the General Rules and Regulations under the Exchange Act.2.7 “BOARD” OR “BOARD OF DIRECTORS” means the Board of Directors of the Company.2.8 “CAUSE” means (i) the willful failure by the Participant to perform substantially theParticipant’s duties as an Employee or Agent (other than due to physical or mental illness) afterreasonable notice to the Participant of such failure, (ii) the Participant’s engaging in seriousmisconduct that is injurious to the Company or any Affiliate in any way, including, but not limitedto, by way of damage to their respective reputations or standings in their respective industries,(iii) the Participant’s having been convicted of, or having entered a plea of nolo contendere to, acrime that constitutes a felony or (iv) the breach by the Participant of any written covenant oragreement with the Company or any Affiliate not to disclose or misuse any information pertainingto, or misuse any property of, the Company or any Affiliate or not to compete or interfere with theCompany or any Affiliate.2.9 “CHANGE OF CONTROL” shall occur if any of the following events occur:(i) After August 1, 2007, any Person acquires Beneficial Ownership, directly or indirectly, ofsecurities of the Company representing twenty-five percent (25%) or more of the combined VotingPower of the Company’s securities;(ii) Within any twenty-four (24) month period, the individuals who were Directors of the Company atthe beginning of such period (the “Incumbent Directors”) shall cease to constitute at least amajority of the Board of Directors or the Board of Directors of any successor to the Company;provided, however, that any Director elected or nominated for election to the Board by a majorityof the Incumbent Directors then still in office shall be deemed to be an Incumbent Director forpurposes of this Section 2.10(ii);(iii) The shareholders of the Company approve a merger, consolidation, share exchange, division,sale or other disposition of all or substantially all of the assets of the Company which isconsummated (a “Corporate Event”), and immediately following the consummation of which theshareholders of the Company immediately prior to such Corporate Event do not hold, directly orindirectly, a majority of the Voting Power of (i) in the case of a merger or consolidation, thesurviving or resulting corporation, (ii) in the case of a share exchange, the acquiringcorporation, or (iii) in the case of a division or a sale or other disposition of assets, eachsurviving, resulting or acquiring corporation which, immediately following therelevant Corporate Event, holds more than twenty-five percent (25%) of the consolidated assets ofthe Company immediately prior to such Corporate Event; or (iv) Any other event occurs which theBoard declares to be a Change of Control.
 
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2.10 “CHANGE OF CONTROL PRICE” means the highest price per share of Shares offered in conjunctionwith any transaction resulting in a Change of Control (as determined in good faith by the Committeeif any part of the offered price is payable other than in cash) or, in the case of a Change ofControl occurring solely by reason of a change in the composition of the Board, the highest FairMarket Value of the common stock on any of the thirty (30) trading days immediately preceding thedate on which a Change of Control occurs.2.11 “CODE” means the U.S. Internal Revenue Code of 1986, as amended from time to time, or anysuccessor thereto.2.12 “COMMITTEE” means the Compensation Committee of the Board of Directors, or any other dulyauthorized committee of the Board appointed by the Board to administer the Plan.2.13 “COMPANY” means Remote Knowledge, Inc., a Delaware corporation, and any successor thereto asprovided in Article 16 herein.2.14 “CONSTRUCTIVELY TERMINATED” means, unless otherwise specified by the Committee in the AwardAgreement, a voluntary termination of employment by an Employee or of a relationship as an Agent byan Agent within ten (10) business days after any of the following actions by the Company,Affiliate, or person acting on behalf of either:(i) Requiring the Employee or Agent to be based as his/her regular or customary place of employmentor Agency at any office or location more than fifty (50) miles from the location at which theEmployee performed his/her duties immediately prior to the Change of Control, or in a state otherthan the one in which the Employee or Agent performed his/her duties immediately prior to theChange of Control, in each case except for travel reasonably required in the performance of theindividual’s responsibilities;(ii) In the case of an Employee, reducing the Employee’s base salary below the rate in effect atthe time of a Change of Control;(iii) In the case of an Employee, failing to pay the Employee’s base salary, other wages, oremployment-related benefits as required by law; or(iv) In the case of an Agent, failing to pay the Agent’s compensation or benefits as required bylaw.2.15 “DIRECTOR” means any individual who is a member of the Board of Directors of the Company.2.16 “DISABILITY” means Employee’s inability to perform the essential functions of his job withreasonable accommodations because of mental or physical illness or injury for 90 days or theconsecutive days as defined in the Employer’s disability policy then in effect.2.17 “EMPLOYEE” means any employee of the Company or an Affiliate. Directors who are not otherwiseemployed by the Company or an Affiliate shall not be considered Employees under this Plan. Forgreater clarity, and without limiting the generality of the foregoing, individuals described in thefirst sentence of this definition who are foreign nationals or are employed outside of the UnitedStates, or both, are Employees and may be granted Awards on the terms and conditions set forth inthe Plan, or on such other terms and conditions as may, in the judgment of the Committee, benecessary or desirable to further the purposes of the Plan.2.18 “EXCHANGE ACT” means the Securities Exchange Act of 1934, as amended from time to time, or anysuccessor act thereto.
 
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2.19 “FAIR MARKET VALUE” or “FMV” means a price that is based on the opening, closing, actual,high, low, or average selling prices of a Share on the New York Stock Exchange (“NYSE”) or otherestablished stock exchange (or exchanges) on the applicable date, the preceding trading day, thenext succeeding trading day, or an average of trading days, as determined by the Committee in itsdiscretion. Such definition(s) of FMV shall be specified in each Award Agreement and may differdepending on whether FMV is in reference to the grant, exercise, vesting, settlement, or payout ofan Award. If, however, the accounting standards used to account for equity awards granted toParticipants are substantially modified subsequent to the Effective Date of the Plan, the Committeeshall have the ability to determine an Award’s FMV based on the relevant facts and circumstances.If Shares are not traded on an established stock exchange, FMV shall be determined by the Committeebased on objective criteria.2.20 “FISCAL YEAR” means the year commencing on January 1 and ending December 31 or other timeperiod as approved by the Board.2.21 “FREESTANDING SAR” means an SAR that is not a Tandem SAR, as described in Article 7 herein.2.22 “GRANT PRICE” means the price against which the amount payable is determined upon exercise ofan SAR.2.23 “INSIDER” shall mean an individual who, on the relevant date would be subject to the reportingrequirements of Section 16 of the Exchange Act, as determined by the Board if and when the Companybecomes subject to Section 16 requirements.2.24 “NONQUALIFIED STOCK OPTION” or “NQSO” means an Option to purchase Shares, granted underArticle 6 herein, which is not intended to be an Incentive Stock Option or that otherwise does notmeet such requirements.2.25 “OPTION” means the conditional right to purchase Shares at a stated Option Price for aspecified period of time in the form of a Nonqualified Stock Option subject to the terms of thisPlan.2.26 “OPTION PRICE” means the price at which a Share may be purchased by a Participant pursuant toan Option, as determined by the Committee.2.27 “PARTICIPANT” means an Employee or an Agent who has been selected to receive an Award, or whohas an outstanding Award granted under the Plan.2.28 “PERFORMANCE-BASED COMPENSATION” means compensation under an Award that is granted in order toprovide remuneration solely on account of the attainment of one or more Performance Goals undercircumstances that satisfy the requirements of Section 162(m) of the Code.2.29 “PERFORMANCE PERIOD” means the period of time during which the assigned performance criteriamust be met in order to determine the degree of payout and/or vesting with respect to an Award.2.30 “PERFORMANCE SHARE” means an Award granted under Article 9 herein and subject to the terms ofthis Plan, denominated in Shares, the value of which at the time it is payable is determined as afunction of the extent to which corresponding performance criteria have been achieved.2.31 “PERFORMANCE UNIT” means an Award granted under Article 9 herein and subject to the terms ofthis Plan, denominated in units, the value of which at the time it is payable is determined as afunction of the extent to which corresponding performance criteria have been achieved.2.32 “PERIOD OF RESTRICTION” means the period when an Award of Restricted Stock or Restricted StockUnit is subject to forfeiture based on the passage of time, the achievement of performancecriteria, and/or upon the occurrence of other events as determined by the Committee, in itsdiscretion.
 
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2.33 “PERSON” shall have the meaning ascribed to such term in Section 3(a)(9) of the Exchange Actand used in Sections 13(d) and 14(d) thereof, including a “group” as defined in Section 13(d)thereof; provided, however, that “Person” shall not include (i) the Company or any Affiliate, or(ii) any employee benefit plan (including an employee stock ownership plan) sponsored by theCompany or any Affiliate.2.34 “RESTRICTED STOCK” means an Award of Shares subject to a Period of Restriction, granted underArticle 8 herein and subject to the terms of this Plan.2.35 “RESTRICTED STOCK UNIT” means an Award denominated in units subject to a Period ofRestriction, granted under Article 8 herein and subject to the terms of this Plan.2.36 “SHARES” means the shares of common stock of the Company, $.001 par value per Share.2.37 “STOCK APPRECIATION RIGHT” or “SAR” means the conditional right to receive the differencebetween the FMV of a Share on the date of exercise over the Grant Price, pursuant to the terms ofArticle 7 herein and subject to the terms of this Plan.2.38 “TANDEM SAR” means an SAR that the Committee specifies is granted in connection with a relatedOption pursuant to Article 7 herein and subject to the terms of this Plan, the exercise of whichshall require forfeiture of the right to purchase a Share under the related Option (and when aShare is purchased under the Option, the Tandem SAR shall similarly be cancelled) or an SAR that isgranted in tandem with an Option but the exercise of such Option does not cancel the SAR, butrather results in the exercise of the related SAR. Regardless of whether an Option is grantedcoincident with an SAR, an SAR is not a Tandem SAR unless so specified by the Committee at time ofgrant.2.39 “VOTING POWER” shall mean such number of Voting Securities as shall enable the holders thereofto cast all the votes which could be cast in an annual election of directors of a company.2.40 “VOTING SECURITIES” shall mean all securities entitling the holders thereof to vote in anannual election of directors of a company.ARTICLE 3. ADMINISTRATION3.1 GENERAL. The Committee shall be responsible for administering the Plan. The Committee mayemploy attorneys, consultants, accountants, agents, and other individuals, any of whom may be anEmployee or Agent, and the Committee, the Company, and its officers and Directors shall be entitledto rely upon the advice, opinions, or valuations of any such persons. All actions taken and allinterpretations and determinations made by the Committee shall be final, conclusive, and bindingupon the Participants, the Company, and all other interested parties.3.2 AUTHORITY OF THE COMMITTEE. The Committee shall have full and exclusive discretionary power tointerpret the terms and the intent of the Plan and any Award Agreement or other agreement ancillaryto or in connection with the Plan, to determine eligibility for Awards, and to adopt such rules,regulations, and guidelines for administering the Plan as the Committee may deem necessary orproper. Such authority shall include, but not be limited to, selecting Award recipients,establishing all Award terms and conditions and, subject to Article 14, adopting modifications andamendments, or subplans to the Plan or any Award Agreement, including, without limitation, any thatare necessary or appropriate to comply with the laws or compensation practices of the countries andother jurisdictions in which the Company and Affiliates operate.3.3 DELEGATION. The Committee may delegate to one or more of its members or to one or more officersof the Company or its Affiliates, any of its duties or powers as it may deem advisable; provided,however, that the Committee may not delegate any of its non-administrative powers with respect toAwards intended to be Performance-Based Compensation; and provided further, that the member(s) orofficer(s) shall report periodically to the Committee regarding the nature and scope of the Awardsgranted pursuant to theauthority delegated pursuant to this Section 3.3. Subject to the terms of the previous sentence,the Committee may delegate to any individual(s) such administrative duties or powers as it may deemadvisable.
 
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ARTICLE 4. SHARES SUBJECT TO THE PLAN AND MAXIMUM AWARDS4.1 NUMBER OF SHARES AVAILABLE FOR AWARDS. Subject to adjustment as provided in Section 4.2 hereinand subject to amendments approved by the Board of Directors, the number of Shares hereby reservedfor issuance to Participants under the Plan shall be Ten Million (10,000,000) including theremaining Shares available for grant under the Predecessor Plan as set forth in Section 1.4 (suchtotal number of Shares, including such adjustment and remaining Shares, the “Total ShareAuthorization”).For greater clarity, any Awards that are not settled in Shares shall not reduce any of thesereserves. Any Shares related to Awards (or after the Effective Date, awards granted under thePredecessor Plan) which (i) terminate by expiration, forfeiture, cancellation, or otherwise withoutthe issuance of such Shares, (ii) are settled in cash either in lieu of Shares or otherwise, or(iii) are exchanged with the Committee’s permission for Awards not involving Shares, shall beavailable again for grant under the Plan. Moreover, if the Option Price of any Option granted underthe Plan or the tax withholding requirements with respect to any Award granted under the Plan aresatisfied by tendering Shares to the Company (by either actual delivery or by attestation), or ifan SAR is exercised, only the number of Shares issued, net of the Shares tendered, if any, will bedeemed delivered for purposes of determining the maximum number of Shares available for issuanceunder the Plan. The maximum number of Shares available for issuance under the Plan shall not bereduced to reflect any dividends or dividend equivalents that are reinvested into additional Sharesor credited as additional Restricted Stock, Restricted Stock Units or Performance Shares. TheShares available for issuance under the Plan may be authorized and unissued Shares or treasuryShares.Except as directed by the Board of Directors, the following limits (“Award Limits”) shall apply togrants of Awards to Insiders under the Plan:(a) OPTIONS AND SARS: The maximum aggregate number of Shares that may be granted in the form ofOptions or Stock Appreciation Rights, pursuant to any Award granted in any one Fiscal Year to anyone Participant, shall be two million (2,000,000).(b) RESTRICTED STOCK/RESTRICTED STOCK UNITS: The maximum aggregate grant with respect to Awards ofRestricted Stock/Restricted Stock Units granted in any one Fiscal Year to any one Participant shallbe one million (1,000,000).(c) PERFORMANCE SHARES/PERFORMANCE UNITS: The maximum aggregate Award of Performance Shares orPerformance Units that a Participant may receive in any one Fiscal Year shall be one million(1,000,000) Shares, or equal to the value of one million (1,000,000) Shares determined as of thedate of vesting or payout, as applicable.4.2 ADJUSTMENTS IN AUTHORIZED SHARES. In the event of any corporate event or transaction(including, but not limited to, a change in the Shares of the Company or the capitalization of theCompany) such as a merger, consolidation, reorganization, recapitalization, separation, stockdividend, extraordinary dividend, stock split, reverse stock split, split up, spin-off, or otherdistribution of stock or property of the Company, combination of securities, exchange ofsecurities, dividend in kind, or other like change in capital structure or distribution (other thannormal cash dividends) to shareholders of the Company, or any similar corporate event ortransaction, the Committee in order to prevent dilution or enlargement of Participants’ rightsunder the Plan, shall substitute or adjust, as applicable, the number and kind of Shares that maybe issued under the Plan, the number and kind of Shares subject to outstanding Awards, the OptionPrice or Grant Price applicable to outstanding Awards, the Award Limits, the limit on issuingAwards other than Options granted with an Option Price equal to at least the FMV of a Share on thedate of grant or Stock Appreciation Rights with a Grant Price equal to at least the FMV of a Shareon the date of grant, and any other value determinations applicable to outstanding Awards or tothis Plan.
 
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The Committee shall also make appropriate adjustments in the terms of any Awards under the Plan toreflect, or related to, such changes or distributions and may modify any other terms of outstandingAwards, including modifications of performance criteria and changes in the length of PerformancePeriods. The determination of the Committee as to the foregoing adjustments, if any, shall beconclusive and binding on Participants under the Plan.Subject to the provisions of Article 13 and any applicable law or regulatory requirement, withoutaffecting the number of Shares reserved or available hereunder, the Committee may authorize theissuance, assumption, substitution, or conversion of Awards under this Plan in connection with anysuch corporate event or transaction upon such terms and conditions as it may deem appropriate.Additionally, the Committee may amend the Plan, or adopt supplements to the Plan, in such manner asit deems appropriate to provide for such issuance, assumption, substitution, or conversion asprovided in the previous sentence.ARTICLE 5. ELIGIBILITY AND PARTICIPATION5.1 ELIGIBILITY. Individuals eligible to participate in the Plan include all Directors, Employeesand Agents of the Company and its subsidiaries, if any.5.2 ACTUAL PARTICIPATION. Subject to the provisions of the Plan, the Committee may from time totime, select from all eligible Directors, Employees and Agents, those to whom Awards shall begranted and shall determine in its discretion, the nature, terms, and amount of each Award.ARTICLE 6. STOCK OPTIONS6.1 GRANT OF OPTIONS. Subject to the terms and provisions of the Plan, Options may be granted toParticipants in such number, and upon such terms, and at any time and from time to time as shall bedetermined by the Committee in its discretion.6.2 AWARD AGREEMENT. Each Option grant shall be evidenced by an Award Agreement that shall specifythe Option Price, the duration of the Option, the number of Shares to which the Option pertains,the conditions upon which an Option shall become vested and exercisable, and any such otherprovisions as the Committee shall determine.6.3 OPTION PRICE. The Option Price for each grant of an Option under this Plan shall be determinedby the Committee and shall be specified in the Award Agreement. The Option Price may include anOption Price based on one hundred percent (100%) of the FMV of the Shares on the date of grant, anOption Price that is set at a premium to the FMV of the Shares on the date of grant, or an OptionPrice that is indexed to the FMV of the Shares on the date of grant, with the index determined bythe Committee in its discretion.6.4 DURATION OF OPTIONS. Each Option granted to a Participant shall expire at such time as theCommittee shall determine at the time of grant; provided, however, no Option shall be exercisablelater than the tenth (10th) anniversary date of its grant. Notwithstanding the foregoing, forOptions granted to Participants outside the United States, the Committee has the authority to grantOptions that have a term greater than ten (10) years.6.5 EXERCISE OF OPTIONS. Options granted under this Article 6 shall be exercisable at such timesand on the occurrence of such events, and be subject to such restrictions and conditions, as theCommittee shall in each instance approve, which need not be the same for each grant or for eachParticipant.6.6 PAYMENT. Options granted under this Article 6 shall be exercised by the delivery of a notice ofexercise to the Company or an agent designated by the Company in a form specified or accepted bythe Committee, or by complying with any alternative procedures which may be authorized by theCommittee, setting forth the number of Shares with respect to which the Option is to be exercised,accompanied by full payment for the Shares.
 
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The Option Price upon exercise of any Option shall be payable to the Company in full either: (a) incash or its equivalent; (b) by tendering (either by actual delivery or attestation) previouslyacquired Shares having an aggregate FMV at the time of exercise equal to the total Option Price;(c) by a combination of (a) and (b); (d) by way of a cashless exercise by issuing only the netnumber of shares based on the difference between the market price and the exercise price andreloading the unexercised options back into the option pool; or (e) any other method approved oraccepted by the Committee in its sole discretion subject to such rules and regulations as theCommittee may establish.Subject to Section 6.7 and any governing rules or regulations, as soon as practicable after receiptof a notification of exercise and full payment, the Committee shall cause to be delivered to theParticipant Share certificates or evidence of book entry Shares in an appropriate amount based uponthe number of Shares purchased under the Option(s). Unless otherwise determined or accepted by theCommittee, all payments in cash shall be paid in United States dollars.6.7 RESTRICTIONS ON SHARE TRANSFERABILITY. The Committee may impose such restrictions on any Sharesacquired pursuant to the exercise of an Option granted pursuant to this Plan as it may deemadvisable, including, without limitation, requiring the Participant to hold the Shares acquiredpursuant to exercise for a specified period of time, or restrictions under applicable laws or underthe requirements of any stock exchange or market upon which such Shares are listed and/or traded.6.8 TERMINATION OF EMPLOYMENT OR AGENCY. Each Participant’s Award Agreement shall set forth theextent to which the Participant shall have the right to exercise the Option following terminationof the Participant’s employment or Agency with the Company or Affiliates. Such provisions shall bedetermined in the sole discretion of the Committee, shall be included in the Award Agreemententered into with each Participant, need not be uniform among all Options issued pursuant to thisArticle 6, and may reflect distinctions based on the reasons for termination.6.9 NONTRANSFERABILITY OF OPTIONS. Except as otherwise provided in a Participant’s Award Agreementat the time of grant, or thereafter by the Committee, NQSO granted under this Article 6 may not besold, transferred, pledged, assigned, or otherwise alienated or hypothecated, other than by will orby the laws of descent and distribution. Further, except as otherwise provided in a Participant’sAward Agreement at the time of grant or thereafter by the Committee, all NQSOs granted to aParticipant under this Article 6 shall be exercisable during the Participant’s lifetime only bysuch Participant.6.10 SUBSTITUTING SARS. Regardless of the terms of the Award Agreement, the Committee, at any timewhen the Company is not subject to accounting for equity-based compensation granted to itsEmployees under FAS 123 R (or a successor standard), shall have the right to substitute SARs foroutstanding Options granted to any Participant, provided that (i) the substituted SARs call forsettlement by the issuance of Shares or by the issuance of Shares or cash as determined by theCommittee in its discretion, and (ii) the terms of the substituted SARs and economic benefit ofsuch substituted SARs (including the difference between the Grant Price and Fair Market Value ofthe Shares associated with the SARs compared to the difference between the Option Price and FairMarket Value of the Shares underlying the Options) are equivalent to the terms and economic benefitof the Options being replaced, as determined by the Committee. The Committee may, based on adetermination that this Section 6.10 creates adverse accounting consequences for the Company orotherwise, nullify this Section 6.10.ARTICLE 7. STOCK APPRECIATION RIGHTS7.1 GRANT OF SARS. Subject to the terms and conditions of the Plan, SARs may be granted toParticipants at any time and from time to time and upon such terms as shall be determined by theCommittee in its discretion. The Committee may grant Freestanding SARs, Tandem SARs, or anycombination of these forms of SARs.The SAR Grant Price for each grant of a Freestanding SAR shall be determined by the Committee andshall be specified in the Award Agreement. The SAR Grant Price may include a Grant Price based onone hundred percent (100%) of the FMV of the Shares on the date of grant, a Grant Price that is setat apremium to the FMV of the Shares on the date of grant, or is indexed to the FMV of the Shares onthe date of grant, with the index determined by the Committee, in its discretion. The Grant Priceof Tandem SARs shall be equal to the Option Price of the related Option.
 
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7.2 SAR AGREEMENT. Each SAR Award shall be evidenced by an Award Agreement that shall specify theGrant Price, the term of the SAR, and any such other provisions as the Committee shall determine.7.3 TERM OF SAR. The term of an SAR granted under the Plan shall be determined by the Committee, inits sole discretion, and except as determined otherwise by the Committee and specified in the SARAward Agreement, no SAR shall be exercisable later than the tenth (10th) anniversary date of itsgrant. Notwithstanding the foregoing, for SARs granted to Participants outside the United States,the Committee has the authority to grant SARs that have a term greater than ten (10) years.7.4 EXERCISE OF FREESTANDING SARS. Freestanding SARs may be exercised upon whatever terms andconditions the Committee, in its sole discretion, imposes.7.5. EXERCISE OF TANDEM SARS. Tandem SARs may be exercised for all or part of the Shares subject tothe related Option upon the surrender of the right to exercise the equivalent portion of therelated Option. A Tandem SAR may be exercised only with respect to the Shares for which its relatedOption is then exercisable.7.6 PAYMENT OF SAR AMOUNT. Upon the exercise of an SAR, a Participant shall be entitled to receivepayment from the Company in an amount determined by multiplying:(a) The difference between the FMV of a Share on the date of exercise over the Grant Price; by(b) The number of Shares with respect to which the SAR is exercised.At the discretion of the Committee, the payment upon SAR exercise may be in cash, Shares ofequivalent value (based on the FMV on the date of exercise of the SAR, as defined in the AwardAgreement or otherwise defined by the Committee thereafter), in some combination thereof, or in anyother form approved by the Committee at its sole discretion. The Committee’s determinationregarding the form of SAR payout shall be set forth or reserved for later determination in theAward Agreement pertaining to the grant of the SAR.7.7 TERMINATION OF EMPLOYMENT OR AGENCY. Each Award Agreement shall set forth the extent to whichthe Participant shall have the right to exercise the SAR following termination of the Participant’semployment or Agency with the Company or Affiliates. Such provisions shall be determined in thesole discretion of the Committee, shall be included in the Award Agreement entered into withParticipants, need not be uniform among all SARs issued pursuant to the Plan, and may reflectdistinctions based on the reasons for termination.7.8 NONTRANSFERABILITY OF SARS. Except as otherwise provided in a Participant’s Award Agreement atthe time of grant or thereafter by the Committee, an SAR granted under the Plan may not be sold,transferred, pledged, assigned, or otherwise alienated or hypothecated, other than by will or bythe laws of descent and distribution. Further, except as otherwise provided in a Participant’sAward Agreement at the time of grant or thereafter by the Committee, all SARs granted to aParticipant under the Plan shall be exercisable during his or her lifetime only by suchParticipant.7.9 OTHER RESTRICTIONS. Without limiting the generality of any other provision of this Plan, theCommittee may impose such other conditions and/or restrictions on any Shares received upon exerciseof an SAR granted pursuant to the Plan as it may deem advisable. This includes, but is not limitedto, requiring the Participant to hold the Shares received upon exercise of an SAR for a specifiedperiod of time.
 
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ARTICLE 8. RESTRICTED STOCK AND RESTRICTED STOCK UNITS8.1 GRANT OF RESTRICTED STOCK OR RESTRICTED STOCK UNITS. Subject to the terms and provisions of thePlan, the Committee, at any time and from time to time, may grant Shares of Restricted Stock and/orRestricted Stock Units to Participants in such amounts and upon such terms as the Committee shalldetermine.8.2 RESTRICTED STOCK OR RESTRICTED STOCK UNIT AGREEMENT. Each Restricted Stock and/or RestrictedStock Unit grant shall be evidenced by an Award Agreement that shall specify the Period(s) ofRestriction, the number of Shares of Restricted Stock or the number of Restricted Stock Unitsgranted, and any such other provisions as the Committee shall determine.8.3 NONTRANSFERABILITY OF RESTRICTED STOCK AND RESTRICTED STOCK UNITS. Except as otherwise providedin this Plan or the Award Agreement, the Shares of Restricted Stock and/or Restricted Stock Unitsgranted herein may not be sold, transferred, pledged, assigned, or otherwise alienated orhypothecated until the end of the applicable Period of Restriction specified in the Award Agreement(and in the case of Restricted Stock Units until the date of delivery or other payment), or uponearlier satisfaction of any other conditions, as specified by the Committee in its sole discretionand set forth in the Award Agreement at the time of grant or thereafter by the Committee. Allrights with respect to the Restricted Stock and/or Restricted Stock Units granted to a Participantunder the Plan shall be available during his or her lifetime only to such Participant, except asotherwise provided in the Award Agreement at the time of grant or thereafter by the Committee.8.4 OTHER RESTRICTIONS. The Committee shall impose, in the Award Agreement at the time of grant oranytime thereafter, such other conditions and/or restrictions on any Shares of Restricted Stock orRestricted Stock Units granted pursuant to this Plan as it may deem advisable including, withoutlimitation, a requirement that Participants pay a stipulated purchase price for each Share ofRestricted Stock or each Restricted Stock Unit, restrictions based upon the achievement of specificperformance criteria, time-based restrictions on vesting following the attainment of theperformance criteria, time-based restrictions, restrictions under applicable laws or under therequirements of any stock exchange or market upon which such Shares are listed or traded, orholding requirements or sale restrictions placed on the Shares by the Company upon vesting of suchRestricted Stock or Restricted Stock Units.To the extent deemed appropriate by the Committee subject to Section 17.6, the Company may retainthe certificates representing Shares of Restricted Stock, or Shares delivered in consideration ofRestricted Stock Units, in the Company’s possession until such time as all conditions and/orrestrictions applicable to such Shares have been satisfied or lapse.Except as otherwise provided in this Article 8, Shares of Restricted Stock covered by eachRestricted Stock Award shall become freely transferable by the Participant after all conditions andrestrictions applicable to such Shares have been satisfied or lapse, and Restricted Stock Unitsshall be paid in cash, Shares, or a combination of cash and Shares as the Committee, in its solediscretion shall determine.8.5 CERTIFICATE LEGEND. In addition to any legends placed on certificates pursuant to Section 8.4herein, each certificate representing Shares of Restricted Stock granted pursuant to the Plan maybear a legend such as the following:The sale or other transfer of the Shares of stock represented by this certificate, whethervoluntary, involuntary, or by operation of law, is subject to certain restrictions on transfer asset forth in the Omnibus Stock and Incentive Compensation Plan 2006, and in the associated AwardAgreement. A copy of the Plan and such Award Agreement may be obtained from Remote Knowledge, Inc.8.6 VOTING RIGHTS. To the extent required by law, Participants holding Shares of Restricted Stockgranted hereunder shall be granted the right to exercise full voting rights with respect to thoseSharesduring the Period of Restriction. A Participant shall have no voting rights with respect to anyRestricted Stock Units granted hereunder.
 
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8.7 DIVIDENDS AND OTHER DISTRIBUTIONS. During the Period of Restriction, Participants holdingShares of Restricted Stock or Restricted Stock Units granted hereunder may, if the Committee sodetermines, be credited with dividends paid with respect to the underlying Shares or dividendequivalents while they are so held in a manner determined by the Committee in its sole discretion.The Committee may apply any restrictions to the dividends or dividend equivalents that theCommittee deems appropriate. The Committee, in its sole discretion, may determine the form ofpayment of dividends or dividend equivalents, including cash, Shares, Restricted Stock, orRestricted Stock Units.8.8 TERMINATION OF EMPLOYMENT AND AGENCY. Each Award Agreement shall set forth the extent to whichthe Participant shall have the right to retain Restricted Stock and/or Restricted Stock Unitsfollowing termination of the Participant’s employment or Agency with the Company or Affiliates.Such provisions shall be determined in the sole discretion of the Committee, shall be included inthe Award Agreement entered into with each Participant, need not be uniform among all Shares ofRestricted Stock or Restricted Stock Units issued pursuant to the Plan, and may reflectdistinctions based on the reasons for termination.8.9 PAYMENT IN CONSIDERATION OF RESTRICTED STOCK UNITS. When and if Restricted Stock Units becomepayable, a Participant having received the grant of such units shall be entitled to receive paymentfrom the Company in cash, Shares of equivalent value (based on the FMV, as defined in the AwardAgreement at the time of grant or thereafter by the Committee), in some combination thereof, or inany other form determined by the Committee at its sole discretion. The Committee’s determinationregarding the form of payout shall be set forth or reserved for later determination in the AwardAgreement pertaining to the grant of the Restricted Stock Unit.ARTICLE 9. PERFORMANCE SHARES AND PERFORMANCE UNITS9.1 GRANT OF PERFORMANCE SHARES AND PERFORMANCE UNITS. Subject to the terms and provisions of thePlan, the Committee, at any time and from time to time, may grant Performance Shares and/orPerformance Units to Participants in such amounts and upon such terms as the Committee shalldetermine.9.2 VALUE OF PERFORMANCE SHARES AND PERFORMANCE UNITS. Each Performance Share shall have an initialvalue equal to the FMV of a Share on the date of grant. Each Performance Unit shall have an initialvalue that is established by the Committee at the time of grant which may be less than, equal to,or greater than the FMV of a Share. The Committee shall set performance criteria for a PerformancePeriod in its discretion which, depending on the extent to which they are met, will determine, inthe manner determined by the Committee and documented in the Award Agreement the value and/ornumber of each Performance Share or Performance Unit that will be paid to the Participant.9.3 EARNING OF PERFORMANCE SHARES AND PERFORMANCE UNITS. Subject to the terms of this Plan, afterthe applicable Performance Period has ended, the holder of Performance Shares/Performance Unitsshall be entitled to receive payout on the value and number of Performance Shares/Performance Unitsdetermined as a function of the extent to which the corresponding performance criteria have beenachieved. Notwithstanding the foregoing, the Company has the ability to require the Participant tohold the Shares received pursuant to such Award for a specified period of time.9.4 FORM AND TIMING OF PAYMENT OF PERFORMANCE SHARES AND PERFORMANCE UNITS. Payment of earnedPerformance Shares/Performance Units shall be as determined by the Committee and as evidenced inthe Award Agreement. Subject to the terms of the Plan, the Committee, in its sole discretion, maypay earned Performance Shares/Performance Units in the form of cash or in Shares (or in acombination thereof) equal to the value of the earned Performance Shares/Performance Units at theclose of the applicable Performance Period. Any Shares may be granted subject to any restrictionsdeemed appropriate by the Committee. The determination of the Committee with respect to the form ofpayout ofsuch Awards shall be set forth in the Award Agreement pertaining to the grant of the Award orreserved for later determination.
 
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9.5 DIVIDENDS AND OTHER DISTRIBUTIONS. The Committee will decide if Participants holdingPerformance Shares will receive dividend equivalents with respect to dividends declared withrespect to the Shares. Such dividends may be subject to the accrual, forfeiture, or payoutrestrictions as determined by the Committee in its sole discretion.9.6 TERMINATION OF EMPLOYMENT OR AGENCY. Each Award Agreement shall set forth the extent to whichthe Participant shall have the right to retain Performance Shares/Performance Units followingtermination of the Participant’s employment or Agency with the Company or an Affiliate. Suchprovisions shall be determined in the sole discretion of the Committee, shall be included in theAward Agreement entered into with each Participant, need not be uniform among all Awards ofPerformance Shares/Performance Units issued pursuant to the Plan, and may reflect distinctionsbased on the reasons for termination.9.7 NONTRANSFERABILITY OF PERFORMANCE SHARES AND PERFORMANCE UNITS. Except as otherwise provided ina Participant’s Award Agreement at the time of grant or thereafter by the Committee, PerformanceShares/Performance Units may not be sold, transferred, pledged, assigned, or otherwise alienated orhypothecated, other than by will or by the laws of descent and distribution. Further, except asotherwise provided in a Participant’s Award Agreement or otherwise by the Committee at any time, aParticipant’s rights under the Plan shall inure during his or her lifetime only to suchParticipant.ARTICLE 10. BENEFICIARY DESIGNATIONA Participant’s “beneficiary” is the person or persons entitled to receive payments or otherbenefits or exercise rights that are available under the Plan in the event of the Participant’sdeath. A Participant may designate a beneficiary or change a previous beneficiary designation atsuch times prescribed by the Committee by using forms and following procedures approved or acceptedby the Committee for that purpose. If no beneficiary designated by the Participant is eligible toreceive payments or other benefits or exercise rights that are available under the Plan at theParticipant’s death the beneficiary shall be the Participant’s estate.Notwithstanding the provisions above, the Committee may in its discretion, after notifying theaffected Participants, modify the foregoing requirements, institute additional requirements forbeneficiary designations, or suspend the existing beneficiary designations of living Participantsor the process of determining beneficiaries under this Article 10, or both, in favor of anothermethod of determining beneficiaries.ARTICLE 11. DEFERRALS AND SHARE SETTLEMENTSNotwithstanding any other provision under the Plan, the Committee may permit or require aParticipant to defer such Participant’s receipt of any Award, or payment in consideration of anyAward, under the terms of this Plan or another Plan. To the extent such deferral is permitted bythe Committee under the terms of this Plan rather than another Plan, the Committee shall establishrules and procedures for such deferrals as it sees fit.ARTICLE 12. RIGHTS OF EMPLOYEES AND AGENTS12.1 EMPLOYMENT. Nothing in the Plan or an Award Agreement shall interfere with or limit in any waythe right of the Company or an Affiliate to terminate any Participant’s employment, Agency or otherservice relationship at any time, nor confer upon any Participant any right to continue in thecapacity in which he or she is employed or otherwise serves the Company or an Affiliate.
 
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Neither an Award nor any benefits arising under this Plan shall constitute part of an employment orAgency contract with the Company or an Affiliate and, accordingly, subject to the terms of thisPlan, this Plan may be terminated or modified at any time in the sole and exclusive discretion ofthe Committee without giving rise to liability on the part of the Company or an Affiliate forseverance payments or otherwise except as provided in this Plan.For purposes of the Plan, unless otherwise provided by the Committee, transfer of employment orAgency of a Participant between the Company and an Affiliate or among Affiliates, shall not bedeemed a termination of employment or Agency. The Committee may stipulate in a Participant’s AwardAgreement or otherwise the conditions under which a transfer of employment or Agency to an entitythat is spun-off from the Company or an Affiliate or a vendor to the Company or an Affiliate, ifany, shall not be deemed a termination of employment or Agency for purposes of an Award.12.2 PARTICIPATION. No Employee or Agent shall have the right to be selected to receive an Award.No Employee or Agent, having been selected to receive an Award, shall have the right to be selectedto receive a future Award or (if selected to receive such a future Award) the right to receive sucha future Award on terms and conditions identical or in proportion in any way to any prior Award.12.3 RIGHTS AS A SHAREHOLDER. A Participant shall have none of the rights of a shareholder withrespect to Shares covered by any Award until the Participant becomes the record holder of suchShares.ARTICLE 13. CHANGE OF CONTROL13.1 ACCELERATED VESTING AND PAYMENT. Subject to the provisions of Section 13.2 or as otherwiseprovided in the Award Agreement, in the event of a Change of Control, unless otherwise specificallyprohibited under law or by the rules and regulations of a national security exchange:(a) Any and all Options and SARs granted hereunder shall become immediately exercisable;additionally, if a Participant’s employment or Agency is involuntarily terminated for any reasonexcept Cause within twelve (12) months of such Change in Control, the Participant shall have untilthe earlier of (i) twelve (12) months following such termination date , or (ii) the term of theOption or SAR, to exercise such Options or SARs;(b) Any Period of Restriction and other restrictions imposed on Restricted Stock or RestrictedStock Units shall lapse, and Restricted Stock Units shall be immediately payable;(c) The target payout opportunities attainable under all outstanding Awards of performance-basedRestricted Stock, performance-based Restricted Stock Units, Performance Units, and PerformanceShares (including but not limited to Awards intended to be Performance-Based Compensation) shall bedeemed to have been fully earned based on targeted performance being attained as of the effectivedate of the Change of Control:(i) The vesting of all Awards denominated in Shares shall be accelerated as of the effective dateof the Change of Control, and shall be paid out to Participants within thirty (30) days followingthe effective date of the Change of Control; and(ii) Awards denominated in cash shall be paid to Participants in cash within thirty (30) daysfollowing the effective date of the Change of Control;(d) The Committee shall have the ability to unilaterally determine that all outstanding Awards arecancelled upon a Change in Control, and the value of such Awards, as determined by the Committee inaccordance with the terms of the Plan and the Award Agreement, be paid out in cash in an amountbased on the Change of Control Price within a reasonable time subsequent to the Change in Control.
 
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13.2 ALTERNATIVE AWARDS. Notwithstanding Section 13.1, no cancellation, acceleration of vesting,lapsing of restrictions, payment of Award, cash settlement or other payment shall occur withrespect to any Award if the Committee reasonably determines in good faith prior to the occurrenceof a Change of Control that such Award shall be honored or assumed, or new rights substitutedtherefor (such honored, assumed or substituted Award hereinafter called an “Alternative Award”) byany successor as described in Article 16; provided that any such Alternative Award must:(a) Be based on stock which is traded on an established U.S. securities market, or that theCommittee reasonably believes will be so traded within sixty (60) days after the Change of Control;(b) Provide such Participant with rights and entitlements substantially equivalent to or betterthan the rights, terms and conditions applicable under such Award, including, but not limited to,an identical or better exercise or vesting schedule and identical or better timing and methods ofpayment;(c) Have substantially equivalent economic value to such Award (determined at the time of theChange of Control); and(d) Have terms and conditions which provide that in the event that the Participant’s employment orAgency is involuntarily terminated or Constructively Terminated, any conditions on a Participant’srights under, or any restrictions on transfer or exercisability applicable to, each suchAlternative Award shall be waived or shall lapse, as the case may be.ARTICLE 14. AMENDMENT, MODIFICATION, SUSPENSION, AND TERMINATION14.1 AMENDMENT, MODIFICATION, SUSPENSION, AND TERMINATION. The Board may, at any time and from timeto time, alter, amend, modify, suspend, or terminate the Plan in whole or in part; providedhowever, that:(a) Without the prior approval of the Company’s shareholders, Options and SARs issued under thePlan will not be repriced, replaced, or regranted through cancellation or by lowering the exerciseprice of a previously granted Option.(b) To the extent necessary under any applicable law, regulation or exchange requirement, noamendment shall be effective unless approved by the shareholders of the Company in accordance withapplicable law, regulation, or exchange requirement.14.2 ADJUSTMENT OF AWARDS UPON THE OCCURRENCE OF CERTAIN UNUSUAL OR NONRECURRING EVENTS. TheCommittee may make adjustments in the terms and conditions of, and the criteria included in, Awardsin recognition of unusual or nonrecurring events (including, without limitation, the eventsdescribed in Section 4.2 hereof) affecting the Company or the financial statements of the Companyor of changes in applicable laws, regulations, or accounting principles, whenever the Committeedetermines that such adjustments are appropriate in order to prevent unintended dilution orenlargement of the benefits or potential benefits intended to be made available under the Plan. Thedetermination of the Committee as to the foregoing adjustments, if any, shall be conclusive andbinding on Participants under the Plan. To the extent such adjustment affects Awards to Insidersintended to be Performance-Based Compensation, they shall be prescribed in a form that meets therequirements of Code Section 162(m) for deductibility.14.3 AWARDS PREVIOUSLY GRANTED. Notwithstanding any other provision of the Plan to the contrary, notermination, amendment, suspension, or modification of the Plan shall adversely affect in anymaterial way any Award previously granted under the Plan, without the written consent of theParticipant holding such Award.
 
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ARTICLE 15. WITHHOLDINGThe Company or any Affiliate shall have the power and the right to deduct or withhold, or require aParticipant to remit to the Company or any Affiliate, an amount sufficient to satisfy federal,state, and local taxes, domestic or foreign (including the Participant’s FICA obligation), requiredby law or regulation to be withheld with respect to any taxable event arising or as a result ofthis Plan. The Committee may provide for Participants to satisfy withholding requirements by havingthe Company withhold Shares or the Participant making such other arrangements, in either case onsuch conditions as the Committee specifies.ARTICLE 16. SUCCESSORSAny obligations of the Company or an Affiliate under the Plan with respect to Awards grantedhereunder, shall be binding on any successor to the Company or Affiliate, respectively, whether theexistence of such successor is the result of a direct or indirect purchase, merger, consolidation,or otherwise, of all or substantially all of the business and/or assets of the Company orAffiliate, as applicable.ARTICLE 17. GENERAL PROVISIONS17.1 FORFEITURE EVENTS. Without limiting in any way the generality of the Committee’s power tospecify any terms and conditions of an Award consistent with law, and for greater clarity, theCommittee may specify in an Award Agreement that the Participant’s rights, payments, and benefitswith respect to an Award shall be subject to reduction, cancellation, forfeiture, or recoupmentupon the occurrence of certain specified events, in addition to any otherwise applicable vesting orperformance conditions of an Award. Such events shall include, but shall not be limited to, failureto accept the terms of the Award Agreement, termination of employment or Agency under certain orall circumstances, violation of material Company and Affiliate policies, breach of noncompetition,confidentiality, nonsolicitation, noninterference, corporate property protection, or otheragreement that may apply to the Participant, or other conduct by the Participant that isdetrimental to the business or reputation of the Company and Affiliates.17.2 LEGEND. The certificates for Shares may include any legend that the Committee deemsappropriate to reflect any restrictions on transfer of such Shares.17.3 DELIVERY OF TITLE. The Company shall have no obligation to issue or deliver evidence of titlefor Shares issued under the Plan prior to:(a) Obtaining any approvals from governmental agencies that the Company determines are necessary oradvisable; and(b) Completion of any registration or other qualification of the Shares under any applicablenational or foreign law or ruling of any governmental body that the Company determines to benecessary or advisable.17.4 INVESTMENT REPRESENTATIONS. The Committee may require each Participant receiving Sharespursuant to an Award under this Plan to represent and warrant in writing that the Participant isacquiring the Shares for investment and without any present intention to sell or distribute suchShares.17.5 EMPLOYEES AND AGENTS BASED OUTSIDE OF THE UNITED STATES. Without limiting in any way thegenerality of the Committee’s powers under this Plan, including but not limited to the power tospecify any terms and conditions of an Award consistent with law, in order to comply with the lawsin other countries in which the Company or an Affiliate operates or has Employees or Agents, theCommittee, in its sole discretion, shall have the power and authority, notwithstanding anyprovision of the Plan to the contrary, to:(a) Determine which Affiliates shall be covered by the Plan;(b) Determine which Employees and Agents outside the United States are eligible to participate inthe Plan;
 
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(c) Modify the terms and conditions of any Award granted to Employees or Agents outside the UnitedStates to comply with applicable foreign laws;(d) Establish subplans and modify exercise procedures and other terms and procedures, to the extentsuch actions may be necessary or advisable. Any subplans and modifications to Plan terms andprocedures established under this Section 17.5 by the Committee shall be attached to this Plandocument as appendices; and(e) Take any action, before or after an Award is made, that it deems advisable to obtain approvalor comply with any necessary local government regulatory exemptions or approvals.Notwithstanding the above, the Committee may not take any actions hereunder and no Awards shall begranted that would violate the Exchange Act, the Code, any securities law, or governing statute orany other applicable law.17.6 UNCERTIFICATED SHARES. To the extent that the Plan provides for issuance of certificates toreflect the transfer of Shares, the transfer of such Shares may be effected on a noncertificatedbasis to the extent not prohibited by applicable law or the rules of any stock exchange.17.7 UNFUNDED PLAN. Participants shall have no right, title, or interest whatsoever in or to anyinvestments that the Company or an Affiliate may make to aid it in meeting its obligations underthe Plan. Nothing contained in the Plan, and no action taken pursuant to its provisions, shallcreate or be construed to create a trust of any kind, or a fiduciary relationship between theCompany or an Affiliate and any Participant, beneficiary, legal representative, or any otherperson. Awards shall be general, unsecured obligations of the Company, except that if an Affiliateexecutes an Award Agreement instead of the Company the Award shall be a general, unsecuredobligation of the Affiliate and not any obligation of the Company. To the extent that anyindividual acquires a right to receive payments from the Company or an Affiliate, such right shallbe no greater than the right of an unsecured general creditor of the Company or Affiliate, asapplicable. All payments to be made hereunder shall be paid from the general funds of the Companyor Affiliate, as applicable, and no special or separate fund shall be established and nosegregation of assets shall be made to assure payment of such amounts except as expressly set forthin the Plan. The Plan is not intended to be subject to ERISA.17.8 NO FRACTIONAL SHARES. No fractional Shares shall be issued or delivered pursuant to the Planor any Award Agreement. In such an instance, unless the Committee determines otherwise, fractionalShares and any rights thereto shall be forfeited or otherwise eliminated.17.9 OTHER COMPENSATION AND BENEFIT PLANS. Nothing in this Plan shall be construed to limit theright of the Company or an Affiliate to establish other compensation or benefit plans, programs,policies, or arrangements. Except as may be otherwise specifically stated in any other benefitplan, policy, program, or arrangement, no Award shall be treated as compensation for purposes ofcalculating a Participant’s rights under any such other plan, policy, program, or arrangement.17.10 NO CONSTRAINT ON CORPORATE ACTION. Nothing in this Plan shall be construed (i) to limit,impair or otherwise affect the Company’s or an Affiliate’s right or power to make adjustments,reclassifications, reorganizations or changes of its capital or business structure, or to merge orconsolidate, or dissolve, liquidate, sell, or transfer all or any part of its business or assets,or (ii) to limit the right or power of the Company or an Affiliate to take any action which suchentity deems to be necessary or appropriate.ARTICLE 18. LEGAL CONSTRUCTION18.1 GENDER AND NUMBER. Except where otherwise indicated by the context, any masculine term usedherein also shall include the feminine, the plural shall include the singular, and the singularshall include the plural.
 
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18.2 SEVERABILITY. In the event any provision of the Plan shall be held illegal or invalid for anyreason, the illegality or invalidity shall not affect the remaining parts of the Plan, and the Planshall be construed and enforced as if the illegal or invalid provision had not been included.18.3 REQUIREMENTS OF LAW. The granting of Awards and the issuance of Shares under the Plan shall besubject to all applicable laws, rules, and regulations, and to such approvals by any governmentalagencies or national securities exchanges as may be required. The Company or an Affiliate shallreceive the consideration required by law for the issuance of Awards under the Plan.The inability of the Company or an Affiliate to obtain authority from any regulatory body havingjurisdiction, which authority is deemed by the Company’s or the Affiliate’s counsel to be necessaryto the lawful issuance and sale of any Shares hereunder, shall relieve the Company or Affiliate ofany liability in respect of the failure to issue or sell such Shares as to which such requisiteauthority shall not have been obtained.18.4 GOVERNING LAW. The Plan and each Award Agreement shall be governed by the laws of the State ofDelaware, excluding any conflicts or choice of law rule or principle that might otherwise referconstruction or interpretation of the Plan to the substantive law of another jurisdiction.
 
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