Exhibit 10.33


HERTZ
GLOBAL HOLDINGS, INC.

DIRECTOR STOCK INCENTIVE PLAN


ARTICLE I

PURPOSE


The
purposes of the Hertz Global Holdings, Inc. Director Stock Incentive Plan are
to enable the Company to attract, retain and motivate the best qualified
non-employee directors and to enhance a long-term mutuality of interest between
the non-employee directors and stockholders of the Company by granting eligible
directors an equity interest in the Company.


ARTICLE II

DEFINITIONS


2.1  Definitions.  Capitalized terms used herein without
definition shall have the respective meanings set forth below:


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


“Adjustment Event”
means any stock dividend, stock split, share combination, extraordinary cash
dividend, recapitalization, reorganization, merger, consolidation, spin-off,
exchange of shares, liquidation or dissolution of the Company or other similar
event affecting the Common Stock of the Company.


“Affiliate”
means, with respect to any Person, any other Person directly or indirectly
controlling, controlled by or under common control with such first Person; provided
that a director, member of management or other employee of the Company or any
of its Subsidiaries shall not be deemed to be an Affiliate of the Investors.  For these purposes, “control” (including the
terms “controlled by” and “under common control with”) means the possession,
directly or indirectly, of the power to direct or cause the direction of the
management policies of a Person by reason of ownership of voting securities, by
contract or otherwise.


“Annual Retainer Fee”
means the annual fee payable to an Eligible Director for his service as a
member of the Board, which may be payable in whole or in part cash, Shares or
Options, as the Board may determine from time to time.


“Award” means any Option,
Phantom Stock, Elective Share Award or Fee Share Award awarded under the Plan.


“Board” means the
Board of Directors of the Company.

















“Carlyle
Investors” means, collectively, (i) Carlyle Partners IV, L.P., (ii)
CEP II Participations S.àr.l., (iii) CP IV Co-investment, L.P., and (iv)
CEP II U.S. Investments, L.P.


“Cash Fees” means
the amount of any Annual Retainer Fee, Committee Retainer Fee or other fee that
would, absent an election to receive an Elective Share Award or Phantom Stock
pursuant to the terms of the Plan, be payable by the Company in cash to a Participant
for services to be performed by the Participant.


“CDR Investors”
means, collectively, (i) Clayton, Dubilier & Rice Fund VII, L.P., (ii)
CDR CCMG Co-Investor L.P., and (iii) CD&R Parallel Fund VII, L.P.


“Change in
Control” means the first to occur of the following events after the Plan Effective
Date:


                (i) 
the acquisition by any person, entity or “group” (as defined in Section
13(d) of the Securities Exchange Act of 1934, as amended) of 50% or more of the
combined voting power of the Company’s then outstanding voting securities,
other than any such acquisition by the Company, any of its Subsidiaries, any
employee benefit plan of the Company or any of its Subsidiaries, or by the
Investors, or any Affiliates of any of the foregoing;


                (ii) 
the merger, consolidation or other similar transaction involving the
Company, as a result of which persons who were stockholders of the Company
immediately prior to such merger, consolidation, or other similar transaction
do not, immediately thereafter, own, directly or indirectly, more than 50% of
the combined voting power entitled to vote generally in the election of
directors of the merged or consolidated company;


                (iii) 
within any 24-month period, the persons who were directors of the
Company at the beginning of such period (the “Incumbent Directors”)
shall cease to constitute at least a majority of the Board, provided
that any director elected or nominated for election  to the Board 
by a majority of the Incumbent Directors then still in office shall be
deemed to be an Incumbent Director for purposes of this clause (iii); or


                (iv) 
the sale, transfer or other disposition of all or substantially all of
the assets of the Company to one or more persons or entities that are not,
immediately prior to 


2

















such sale, transfer or other disposition, Affiliates
of  the Company.


Notwithstanding the
foregoing, a Public Offering shall not constitute a Change in Control.


“Change in Control
Price” means the price per Share offered in conjunction with any
transaction resulting in a Change in Control. 
If any part of the offered price is payable other than in cash, the
Change in Control Price shall be determined in good faith by the Board or
constituted immediately prior to the Change in Control.


“Code” means the
Internal Revenue Code of 1986, as amended, and the regulations thereunder.


“Committee Retainer
Fee” means the annual fee payable to an Eligible Director for his service
as the chairman or a member of a committee of the Board.


“Common Stock”
means the common stock of the Company, par value $0.01 per share.


“Company” means
Hertz Global Holdings, Inc., a Delaware corporation, and any successor thereto.


“Date of Issuance”
has the meaning given in Section 6.1.


“Deferral Election”
has the meaning given in Section 7.1.


“Elective Share Award”
means any award of Shares made by reason of the election of a Participant to
receive Shares in lieu of Cash Fees.


“Eligible Director”
means a director of the Company who is not, at the relevant time, an officer or
employee of the Company or any of its Subsidiaries.


“Fair Market Value”
means, as of any date of determination prior to a Public Offering, the per
share fair market value on such date of a Share as determined in good faith by
the Board.  In making a determination of
Fair Market Value, the Board shall give due consideration to such factors as it
deems appropriate, including, but not limited to, the earnings and other
financial and operating information of the Company in recent periods, the
potential value of the Company as a whole, the future prospects of the Company
and the industries in which it competes, the history and management of the Company,
the general condition of the securities markets, the fair market value of
securities of companies engaged in businesses similar to those of the Company,
and any recent valuation of the Shares that shall have been performed by an
independent valuation firm (although nothing herein shall 


3

















obligate the Board to obtain any such independent
valuation).  The determination of Fair
Market Value will not give effect to any restrictions on transfer of the Shares
or take into account any control premium, but shall be determined taking into
account the fact that such Shares would represent a minority interest in the
Company and are illiquid.  Following a
Public Offering, “Fair Market Value” shall mean, as of any date of
determination, the mid-point between the high and the low trading prices for
such date per Share on the New York Stock Exchange (or on such other recognized
market or quotation system on which the trading prices of Common Stock are
traded or quoted at the relevant time). 
In the event that there are no Common Stock transactions reported on
such exchange or system on such date, Fair Market Value shall mean the closing
price of a Share on the immediately preceding day on which Common Stock
transactions were so reported.


“Fee Option Award”
means any award of Options made to an Eligible Director as compensation for
services.


“Fee Share Award”
means any award of Shares made to an Eligible Director as compensation for
services.


“Initial Investors”
means, collectively, the Carlyle Investors, the CDR Investors and the Merrill
Lynch Investors.


“Investors”
means collectively (i) Initial Investors, (ii) TC Group L.L.C.
(which operates under the trade name The Carlyle Group), (iii) Clayton,
Dubilier & Rice, Inc., (iv) Merrill Lynch Global Partners, Inc., (v)
any Affiliate of any thereof, including any investment fund or vehicle managed,
sponsored or advised by any thereof, (vi) any successor in interest to
any thereof.


“Merrill Lynch
Investors” means, collectively, (i) ML Global Private Equity Fund,
L.P., (ii) Merrill Lynch Ventures L.P. 2001, (iii) CMC-Hertz
Partners, L.P., and (iv) ML Hertz Co-Investor, L.P.


“Option” means the
right to purchase Shares at a stated exercise price on the terms specified in
Article 6 of this Plan and any accompanying Option Agreement.


“Option Agreement”
means an agreement entered into by the Eligible Director and the Company,
setting forth the terms and provisions applicable to an Option granted under
this Plan.


“Participant”
means any Eligible Director who is granted an Award.


“Person” means any
natural person, firm, partnership, limited liability company, association,
corporation, company, trust, business trust, governmental authority or other
entity.


“Phantom Stock”
has the meaning given in Section 7.2.


4

















“Plan” means this
Hertz Global Holdings, Inc. Director Stock Incentive Plan, as set forth herein
and as the same may be further amended from time to time.


“Plan Effective Date”
means the date on which this Plan is approved by the stockholders of the
Company.


“Public Offering”
means the first day as of which (i) sales of Shares are made to the
public in the United States pursuant to an underwritten public offering of the
Shares led by one or more underwriters at least one of which is an underwriter
of nationally recognized standing or (ii) the Board has determined that
Shares otherwise have become publicly-traded for this purpose.


“Share” means a
share of Common Stock.


“Share Award” means
any Elective Share Award or Fee Share Award.


“Stock Account”
means a memorandum account established to record the deferral of fees, pursuant
to a Deferral Election and in accordance with Section 7.2, otherwise
payable to an Eligible Director, as described in Section 7.1.


“Subsidiary” means
any corporation or other entity of which the Company owns, directly or
indirectly, 50% or more of the total combined voting power of all classes of
stock or other voting or controlling equity interest in the case of an entity
that is not a corporation.


2.2  Gender
and Number.  Except when otherwise
indicated by the context, words in the masculine gender used in the Plan shall
include the feminine gender, the singular shall include the plural, and the
plural shall include the singular.


ARTICLE III

ADMINISTRATION


3.1  Powers
of the Board.  This Plan shall be
administered by the Board.  The Board
shall have the responsibility of construing and interpreting the Plan,
determining the additional terms and conditions of the Awards and of
establishing and amending such rules and regulations as it may deem necessary
or desirable for the proper administration of the Plan.  Any decision or action taken or to be taken
by the Board arising out of or in connection with the construction,
administration, interpretation and effect of the Plan and of its rules and
regulations, shall, to the greatest extent permitted by applicable law, be
within its absolute discretion (except as otherwise specifically provided
herein) and shall be conclusive and binding upon the Company and its
Subsidiaries, all Participants and any person claiming under or through any Participant.  The Board may delegate its powers (other than
the power to amend this Plan) and functions hereunder to a duly appointed
committee of the Board and any determination, interpretation or other action
taken by such committee shall have the same effect hereunder as if made or
taken by the 


5

















Board.  All expenses incurred in the administration
of the Plan, including, but not limited to, for the engagement of any counsel,
consultant or agent, shall be paid by the Company.


3.2  Delegation.  The Board may designate the Secretary of the
Company, other officers or employees of the Company or competent professional
advisors to assist the Board in the administration of this Plan, and may grant
authority to such persons to execute agreements or other documents on its
behalf.


ARTICLE IV

STOCK SUBJECT TO PLAN


4.1  Number.  Subject to the provisions of this Article IV,
the number of Shares subject to Awards under the Plan may not exceed 3,500,000
Shares, plus any Shares that, after the Plan Effective Date, become available
for Awards under this Plan in accordance with Section 4.2 below.  Without limiting the generality of the
foregoing, whenever Shares are received by the Company in connection with the
exercise of or payment for any Award granted under the Plan, only the net
number of Shares actually issued shall be counted against the foregoing limit.  The Shares to be delivered under the Plan may
consist, in whole or in part, of treasury stock or authorized but unissued
Common Stock not reserved for any other purpose.


4.2  Canceled,
Terminated, or Forfeited Awards.  Any
Shares subject to any Award granted hereunder which for any reason is canceled,
terminated or otherwise settled without the issuance of any Common Stock after
the Plan Effective Date shall be available for further Awards under the Plan.


4.3  Adjustment
in Capitalization.  The number of Shares
available for issuance under the Plan and the number, class, exercise price or
other terms of any outstanding Award shall be adjusted by the Board to reflect
any Adjustment Event.


ARTICLE V
 OPTIONS


5.1  Fee Option
Award.  If, and to the extent so determined
by the Board from time to time, all or a portion of the Annual Retainer Fee,
Committee Retainer Fee and/or other fees payable to an Eligible Director shall
be payable in Options to purchase Shares at an exercise price no less than the
Fair Market Value on the date of grant.


5.2  Option
Agreement.  Each Option shall be
evidenced by an Option Agreement that shall specify the exercise price, the
term of the Option, the number of Shares to which the Option pertains, the
period in which the Option may be exercised and such other provisions as the
Committee shall determine.


5.3  Exercise and Payment for Options.  Options awarded under this Plan shall be
exercisable at such times and be subject to such restrictions and conditions as
the Committee shall in each instance approve. 
The Board shall establish procedures governing the exercise of Options,
which procedures shall generally require that prior written notice of exercise
be given and that the exercise price be paid in full in cash, cash 


6

















equivalents or other readily-available funds at the
time of exercise.  Notwithstanding the
foregoing, on such terms as the Board may establish from time to time following
a Public Offering, the Board (i) may permit an Eligible Director to
tender any Shares such Eligible Director has owned for at least six months and
one day for all or a portion of the applicable exercise price and (ii)
may authorize the Company to establish a broker-assisted exercise program.  As soon as practicable after receipt of
written notification of exercise and provisions for full payment therefore, the
Company shall (x) deliver to the Eligible Director, in the Eligible
Director’s name, a Share certificate or certificates in an appropriate
aggregate amount based upon the number of Shares purchased under the Option, or
(y) cause to be issued in the Eligible Director’s name, in book-entry
form, an appropriate number of Shares based upon the number of Shares purchased
under the Option.


5.4  Termination
of Director Status.  Each Option
Agreement shall set forth the extent to which the Eligible Director shall have
the right to exercise an Option following termination of the Eligible Director’s
position on the Board.  Such provisions
shall be determined in the sole discretion of the Committee, shall be included
in the Option Agreement entered into with Eligible Directors, need not be
uniform among all Options granted pursuant to this Plan or among Eligible
Directors and may reflect distinctions based on the reasons for termination of
director status.


ARTICLE VI

FEE SHARE AWARDS AND ELECTIVE SHARE AWARDS


6.1  Fee
Share Awards.  If, and to the extent
so determined by the Board from time to time, all or a portion (equal to at
least 50%) of the Annual Retainer Fee, Committee Retainer Fee and/or other fees
payable to an Eligible Director shall be payable in Shares (or Phantom Stock if
such Eligible Director makes applicable Deferral Election pursuant to Article
VII, issuable as of such date or dates as the Board shall determine from time
to time (the “Date of Issuance”) and subject to such vesting or other
restrictions on delivery or transferability as the Board shall determine.  Notwithstanding the foregoing, if the Date of
Issuance determined in the preceding sentence is not a business day, the grant
of Shares shall be made on the next following business day.  The number of Shares to be issued as a Fee
Share Award as of each Date of Issuance shall equal the greatest number of
whole Shares derived from the quotient of (i) the dollar amount of
the applicable Annual Retainer Fee, Committee Retainer Fee and/or other fees,
as the case may be, the Committee has determined to pay in Shares and (ii) the
Fair Market Value on the Date of Issuance. 
If, after the application of the preceding formula as of any Date of
Issuance, there is a cash remainder, the Company shall pay the Eligible
Director the amount of such cash remainder as soon as practicable following
such Date of Issuance.


6.2  Elective
Share Awards.  Subject to such
minimum participation standards or other conditions as the Board may determine
from time to time, an Eligible Director may elect to have any portion of the
Cash Fees that would otherwise have been payable to the Eligible Director for
services as a director paid in Shares. 
The number of Shares to be issued as an Elective Share Award as of each
Date of Issuance shall equal the greatest 


7

















number
of whole Shares derived from the quotient of (i) the dollar amount
of the Cash Fees elected to be paid in Shares at such Date of Issuance in
accordance with the immediately preceding sentence and (ii) the
Fair Market Value on the Date of Issuance. 
If, after the application of the preceding formula as of any Date of Issuance,
there is a cash remainder, the Company shall pay the Eligible Director the
amount of such cash remainder as soon as practicable following such Date of
Issuance.


ARTICLE VII

DEFERRED COMPENSATION PROGRAM


7.1  Deferral
Election.


(a)  An Eligible
Director may, by written notice filed with the Secretary of the Company, elect
to defer receipt of all or any part (equal to at least 50%) of any Cash Fees or
Share Awards payable to such Eligible Director in respect of the calendar year
and to have such amounts credited, in whole or in part, to a Stock Account, in
accordance with Section 7.2 (such written notice, a “Deferral Election”).  Any such election shall be made (i) with
respect to any Cash Fees or Share Awards, the Date of Issuance of which is in
the same calendar year in which the Plan becomes effective, within thirty days
of the Plan Effective Date, and (ii) with respect to any other Cash
Fees or Share Awards, by December 31 of the calendar year prior to the
year in which the Date of Issuance would otherwise occur.  Notwithstanding the immediately preceding
sentence, any person who becomes an Eligible Director after the adoption of the
Plan, may elect, not later than the end of the calendar month in which the
Eligible Director becomes eligible to participate in this Plan, to defer
receipt of any Cash Fees or delivery of all or any part of the Shares
deliverable in respect of any Share Award payable following such election.


(b)  A Deferral
Election shall continue in effect (including with respect to fees payable for
subsequent calendar years) unless and until the Eligible Director revokes or
modifies such Deferral Election by written notice filed with the Secretary of
the Company.  Any such revocation or
modification of a Deferral Election shall apply only with respect to the
deferral of all or any part of any Cash Fees or Share Awards payable to such
Eligible Director in respect of calendar years following the year in which such
revocation or modification is made.  Amounts
credited to the Eligible Director’s Stock Account prior to the effective date
of any such revocation or modification of a Deferral Election shall not be
affected by such revocation or modification and shall be distributed only in
accordance with the otherwise applicable terms of the Plan.  An Eligible Director who has revoked a
Deferral Election may file a new Deferral Election, provided that such
Deferral Election shall be effective no sooner than in the calendar year
following the year in which such Deferral Election is filed.


7.2  Stock
Account.  Any Cash Fees deferred
pursuant to a Deferral Election shall be deemed to be invested in a number of
notional Shares of the Company (the “Phantom Stock”) equal to the
quotient of (i) the amount of such fees divided by (ii) the
Fair Market Value of a Share on the date the fees would have been payable.  Any Share Award as to which a Participant has
elected to defer delivery of the Shares shall be credited to the Participant’s
Stock Account and shall be deemed to be invested in a number of Shares of 


8

















Phantom
Stock equal to the number of Shares that would otherwise have been delivered to
the Participant.  Whenever a dividend
other than a dividend payable in the form of Shares is declared with respect to
the Shares, the number of Shares of Phantom Stock in the Eligible Director’s
Stock Account shall be increased by the number of Shares of Phantom Stock
determined by dividing (i) the product of (A) the
number of Shares of Phantom Stock in the Eligible Director’s Stock Account on
the related dividend record date and (B) the amount of any cash
dividend declared by the Company on a Share (or, in the case of any dividend
distributable in property other than Shares, the per Share value of such
dividend, as determined by the Company for purposes of income tax reporting) by
(ii) the Fair Market Value of a Share on the related dividend
payment date.  In the case of any
dividend declared on Shares which is payable in Shares, the Eligible Director’s
Stock Account shall be increased by the number of Shares of Phantom Stock equal
to the product of (i) the number of Shares of Phantom Stock
credited to the Eligible Director’s Stock Account on the related dividend
record date and (ii) the number of Shares (including any fraction
thereof) distributable as a dividend on a Share.  In the event of any change in the number or
kind of outstanding Shares by reason of any Adjustment Event affecting the
Shares, other than a stock dividend as provided above, the Board shall make an appropriate
adjustment in the number of Shares of Phantom Stock credited to the Eligible
Director’s Stock Account.  Fractional Shares
of Phantom Stock shall be credited, but shall be rounded to the nearest
hundredth of a Share.


7.3  Distribution
from Accounts.  The value of any
Phantom Stock to be credited to the Stock Account shall be distributed in the
greatest number of whole Shares (with any fractional interest payable in cash)
immediately following the date the Eligible Director ceases to be a director
(or, if earlier, upon a Change in Control).


ARTICLE VIII

CHANGE IN CONTROL


In the
event of a Change in Control, all Awards shall become nonforfeitable and be
immediately transferable or payable, as the case may be.  In the event that any Change in Control
occurs as a result of any transaction described in subclause (iii) of the
definition of such term, any Eligible Director who ceases to be an Eligible
Director due to death or disability or for any reason other than misconduct as
a director on or after the date, if any, on which the stockholders of the
Company approve such transaction, but prior to the consummation thereof, shall
be treated, solely for purposes of this Plan (including, without limitation,
this Article VIII), as continuing to serve as an Eligible Director until
the occurrence of such Change in Control.


ARTICLE IX

RIGHTS AS A STOCKHOLDER


An
Eligible Director shall have no rights as a stockholder, including but not
limited to the right to vote on any matter submitted to the Company’s
stockholders, with respect to any Shares covered by an Award until he or she
shall have become the holder of record of such Share(s), and no adjustments
shall be made for dividends in cash or 


9

















other property or
distribution or other rights in respect to any such Shares, except as otherwise
specifically provided for in this Plan.


ARTICLE X

AMENDMENT, MODIFICATION, AND TERMINATION OF PLAN


The Board at any time may terminate or suspend the
Plan, and from time to time may amend or modify the Plan, provided that
no amendment, modification, or termination of the Plan shall in any manner
adversely affect any Award theretofore granted under the Plan, without the
consent of the holder thereof.


ARTICLE XI

MISCELLANEOUS PROVISIONS


11.1  Nontransferability
of Awards.  No Award shall be
assignable or transferable except by will or the laws of descent and
distribution or as may be permitted by the Board.


11.2  Beneficiary
Designation.  Each Eligible Director
under the Plan may from time to time name any beneficiary or beneficiaries (who
may be named contingently or successively) to whom any benefit under the Plan
is to be paid or by whom any right under the Plan is to be exercised in case of
his death.  Each designation will revoke
all prior designations by the same Eligible Director, shall be in a form
prescribed by the Company, and will be effective only when filed by the
Eligible Director in writing with the Company during his lifetime.  In the absence of any such designation, benefits
remaining unpaid at the Eligible Director’s death shall be paid to or exercised
by the Eligible Director’s surviving spouse, if any, or otherwise to or by his
estate.


11.3  No
Right to Serve as a Director.  This
Plan shall not impose any obligations on the Company to retain any Eligible
Director as a director nor shall it impose any obligation on the part of any
Eligible Director to remain as a director of the Company, provided that each
Eligible Director by accepting each Award shall represent to the Company that
it is his good faith intention to continue to serve as a director of the
Company until the next annual meeting of stockholders at which members of such
Eligible Director’s class are subject to re-election and that he agrees to do
so unless a change in circumstances arises.


11.4  Withholding
Taxes.  The Company shall have the
right to deduct from all amounts paid to an Eligible Director in cash (whether
under this Plan or otherwise) any taxes required by law to be withheld in
respect of Awards under this Plan.  In
the case of any Award satisfied in the form of Shares, no shares shall be
issued unless and until arrangements satisfactory to the Board shall have been
made to satisfy any withholding tax obligations applicable with respect to such
Award.  Without limiting the generality
of the foregoing, the Company shall have the right to retain, or the Board may,
subject to such terms and conditions as it may establish from time to time,
permit an Eligible Director to elect to tender, Shares (including Shares
issuable in respect of an Award) to satisfy, in whole or in part, the amount
required to be withheld (but no greater amount).


10

















11.5  No
Limit on Corporate Action.  The
existence of this Plan and Shares granted hereunder shall not affect in any way
the right or power of the Board or the stockholders of the Company to make or
authorize any adjustment, recapitalization, reorganization or other change in
the Company’s capital structure or its business, any merger or consolidation of
the Company, any issuance of bonds, debentures, preferred or prior preference
stocks ahead of or affecting Common Stock, the dissolution or liquidation of
the Company or any sale or transfer of all or part of its assets or business,
or any other corporate act or proceeding.


11.6  No
Right to Particular Assets.  Nothing
contained in this Plan and no action taken pursuant to this Plan shall create
or be construed to create a trust of any kind or any fiduciary relationship
between the Company and any Eligible Director, the executor, administrator or
other personal representative or designated beneficiary of such Eligible
Director, or any other persons.  Any
reserves that may be established by the Company in connection with this Plan
shall continue to be part of the general funds of the Company, and no
individual or entity other than the Company shall have any interest in such
funds until paid to an Eligible Director. 
To the extent that any Eligible Director or his executor, administrator,
or other personal representative, as the case may be, acquires a right to
receive any payment from the Company pursuant to this Plan, such right shall be
no greater than the right of an unsecured general creditor of the Company.


11.7  Compliance
with Legal and Exchange Requirements. 
The Plan, the granting and exercising of Awards thereunder, and any
obligations of the Company under the Plan, shall be subject to all applicable
federal and state laws, rules, and regulations, and to such approvals by any
regulatory or governmental agency as may be required, and to any rules or
regulations of any Exchange on which the Shares are listed.  If at any time the Board shall determine in
its discretion that the listing, registration or qualification of the Shares
covered by this Plan upon any national securities exchange or under any United
States or non-United States federal, state or other  law, or the consent or approval of any
governmental regulatory body, is necessary or desirable as a condition of, or
in connection with, the delivery of Shares under this Plan, no Shares will be
delivered unless and until such listing, registration, qualification, consent
or approval shall have been effected or obtained, or otherwise provided for,
free of any conditions not acceptable to the Board.  The Company, in its discretion, may require
an Eligible Director to make such representations and furnish such information
as it may consider appropriate in connection with the issuance or delivery of
Common Stock in compliance with applicable laws, rules, and regulations.  The Company shall not be obligated by virtue
of any provision of the Plan to recognize any Award or to otherwise sell or
issue Common Stock in violation of any such laws, rules, or regulations.


11.8  Issuance
of Stock Certificates; Legends. 
Certificates for Shares issued hereunder shall bear such legend or
legends as the Board, in its discretion, determines to be necessary or
appropriate to prevent a violation of, or to perfect an exemption from, the
registration requirements of the Securities Act of 1933, as amended, or to
implement the provisions of any agreements between the Company and the Eligible
Director with respect to such Shares.


11

















11.9  Agents
and Indemnification.  The Board may
employ such legal counsel, consultants and agents as it may deem desirable for
the administration of this Plan, and may rely upon any opinion received from
any such counsel or consultant and any computation received from any such
consultant or agent.  No member or former
member of the Board or any committee thereof or any person designated pursuant
to Section 3.2 above shall be liable for any action or determination made in
good faith with respect to this Plan.  To
the maximum extent permitted by applicable law and the Company’s Certificate of
Incorporation and By-Laws, each member or former member of the Board or any
committee thereof or any person designated pursuant to Section 3.2 above shall
be indemnified and held harmless by the Company against any cost, expense
(including counsel fees) or liability (including any sum paid in settlement of
a claim with the approval of the Company) arising out of any act or omission to
act in connection with this Plan, unless arising out of such person’s own fraud
or bad faith.  Such indemnification shall
be in addition to any rights of indemnification the person may have as a
director, officer or employee or under the Certificate of Incorporation of the
Company or the By-Laws of the Company.


11.10  Notices.  Each Eligible Director shall be responsible
for furnishing the Board with the current and proper address for the mailing of
notices and delivery of agreements and Shares. 
Any notices required or permitted to be given shall be deemed given if
directed to the person to whom addressed at such address and mailed by regular
United States mail, first-class and prepaid. 
If any item mailed to such address is returned as undeliverable to the
addressee, mailing will be suspended until the Eligible Director furnishes the
proper address.


11.11  Severability
of Provisions.  If any provision of
this Plan shall be held invalid or unenforceable, such invalidity or
unenforceability shall not affect any other provisions hereof, and this Plan
shall be construed and enforced as if such provision had not been included.


11.12  Unfunded Plan; Plan Not Subject to ERISA.  The plan is an unfunded plan and Participants
shall have the status of unsecured creditors of the Company.  The Plan is not intended to be subject to the
Employee Retirement Income and Security Act of 1974, as amended.


11.13  Governing
Law.  The Plan shall be construed in
accordance with and governed by the laws of the State of Delaware, without
reference to principles of conflict of laws which would require application of
the law of another jurisdiction.


11.14  Headings
and Captions.  The headings and
captions herein are provided for reference and convenience only, shall not be
considered part of this Plan, and shall not be employed in the construction of
this Plan.


12