Exhibit
      10.1

     

    Novelos
      Therapeutics, Inc.

     

    2006
      STOCK INCENTIVE PLAN

     

     

    
      	SECTION
              1.	
              General
                Purpose of the Plan;
                Definitions

            


    

     

    The
      purpose of this 2006 Stock Incentive Plan (the “Plan”) is to encourage and
      enable officers and employees of, and other persons providing services to,
      Novelos Therapeutics, Inc. (the “Company”) and its Affiliates to acquire a
      proprietary interest in the Company. It is anticipated that providing such
      persons with a direct stake in the Company’s welfare will assure a closer
      identification of their interests with those of the Company and its
      shareholders, thereby stimulating their efforts on the Company’s behalf and
      strengthening their desire to remain with the Company.

     

    The
      following terms shall be defined as set forth below:

     

    “Affiliate” means
      a
      parent corporation, if any, and each subsidiary corporation of the Company,
      as
      those terms are defined in Section 424 of the Code.

     

    “Award”
      or “Awards”, except where referring to a particular category of grant under the
      Plan, shall include Incentive Stock Options, Non-Statutory Stock Options,
      Restricted Stock Awards, Unrestricted Stock Awards, Performance Share Awards
      and
      Stock Appreciation Rights. Awards shall be evidenced by a written agreement
      (which may be in electronic form and may be electronically acknowledged and
      accepted by the recipient) containing such terms and conditions not inconsistent
      with the provisions of this Plan as the Committee shall determine.

     

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

     

    “Cause”
      shall mean, with respect to any Award holder, a determination by the Company
      (including the Board) or any Affiliate that the Holder’s employment or other
      relationship with the Company or any such Affiliate should be terminated as
      a
      result of (i) a material breach by the Award holder of any agreement to which
      the Award holder and the Company (or any such Affiliate) are parties, (ii)
      any
      act (other than retirement) or omission to act by the Award holder that may
      have
      a material and adverse effect on the business of the Company, such Affiliate
      or
      any other Affiliate or on the Award holder’s ability to perform services for the
      Company or any such Affiliate, including, without limitation, the proven or
      admitted commission of any crime (other than an ordinary traffic violation),
      or
      (iii) any material misconduct or material neglect of duties by the Award holder
      in connection with the business or affairs of the Company or any such Affiliate.
      

     

    “Change
      of Control” shall have the meaning set forth in Section 15.

     

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

     

    “Committee”
      shall have the meaning set forth in Section 2.

     

    “Disability”
      means disability as set forth in Section 22(e)(3) of the Code.

     

    “Effective
      Date” means the date on which the Plan is approved by the Board of Directors as
      set forth in Section 17.

     

    
      
         

      

      
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    “Eligible
      Person” shall have the meaning set forth in Section 4.

     

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

     

    “Fair
      Market Value” on any given date means the closing price per share of the Stock
      on such date as reported by such registered national securities exchange on
      which the Stock is listed, or, if the Stock is not listed on such an exchange,
      as quoted on NASDAQ; provided, that, if there is no trading on such date, Fair
      Market Value shall be deemed to be the closing price per share on the last
      preceding date on which the Stock was traded. If the Stock is not listed on
      any
      registered national securities exchange or quoted on NASDAQ, the Fair Market
      Value of the Stock shall be determined in good faith by the
      Committee.

     

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

     

    “Non-Employee
      Director” means any director who: (i) is not currently an officer of the Company
      or an Affiliate, or otherwise currently employed by the Company or an Affiliate,
      (ii) does not receive compensation, either directly or indirectly, from the
      Company or an Affiliate, for services rendered as a consultant or in any
      capacity other than as a director, except for an amount that does not exceed
      the
      dollar amount for which disclosure would be required pursuant to Rule 404(a)
      of
      Regulation S-K promulgated by the SEC, (iii) does not possess an interest in
      any
      other transaction for which disclosure would be required pursuant to Rule 404(a)
      of Regulation S-K, and (iv) is not engaged in a business relationship for which
      disclosure would be required pursuant to Rule 404(b) of Regulation
      S-K.

     

    “Non-Statutory
      Stock Option” means any Stock Option that is not an Incentive Stock
      Option.

     

    “Normal
      Retirement” means retirement in good standing from active employment with the
      Company and its Affiliates in accordance with the retirement policies of the
      Company and its Affiliates then in effect.

     

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

     

    “Outside
      Director” means any director who (i) is not an employee of the Company or of any
“affiliated group,” as such term is defined in Section 1504(a) of the Code,
      which includes the Company (an “Affiliated Group Member”), (ii) is not a former
      employee of the Company or any Affiliated Group Member who is receiving
      compensation for prior services (other than benefits under a tax-qualified
      retirement plan) during the Company’s or any Affiliated Group Member’s taxable
      year, (iii) has not been an officer of the Company or any Affiliated Group
      Member and (iv) does not receive remuneration from the Company or any Affiliated
      Group Member, either directly or indirectly, in any capacity other than as
      a
      director. “Outside Director” shall be determined in accordance with Section
      162(m) of the Code and the Treasury regulations issued thereunder.

     

    “Performance
      Share Award” means an Award pursuant to Section 8.

     

    “Restricted
      Stock Award” means an Award granted pursuant to Section 6.

     

    “SEC”
      means the Securities and Exchange Commission or any successor
      authority.

     

    “Stock”
      means the common stock, $0.00001 par value per share, of the Company, subject
      to
      adjustments pursuant to Section 3.

     

    “Stock
      Appreciation Right” means an Award granted pursuant to Section 9.

     

    “Unrestricted
      Stock Award” means Awards granted pursuant to Section 7.

     

    
      
         

      

      
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      	SECTION
              2.	
              Administration
                of Plan; Committee Authority to Select Participants and Determine
                Awards.

            


    

     

    (a)    Committee.
      It is
      intended that the Plan shall be administered by the Compensation Committee
      of
      the Board (the “Committee”), consisting of not less than two (2) persons each of
      whom qualifies as an Outside Director and a Non-Employee Director, but the
      authority and validity of any act taken or not taken by the Committee shall
      not
      be affected if any person administering the Plan is not an Outside Director
      or a
      Non-Employee Director. Except as specifically reserved to the Board under the
      terms of the Plan, and subject to any limitations set forth in the charter
      of
      the Committee, the Committee shall have full and final authority to operate,
      manage and administer the Plan on behalf of the Company. 

     

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

     

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

     

    (ii)    to
      determine the time or times of grant, and the extent, if any, of Incentive
      Stock
      Options, Non-Statutory Stock Options, Restricted Stock, Unrestricted Stock,
      Performance Shares and Stock Appreciation Rights, or any combination of the
      foregoing, granted to any one or more participants;

     

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

     

    (iv)    to
      determine and modify the terms and conditions, including restrictions, not
      inconsistent with the terms of the Plan, of any Award, which terms and
      conditions may differ among individual Awards and participants, and to approve
      the form of written instruments evidencing the Awards; provided, however, that
      no such action shall adversely affect rights under any outstanding Award without
      the participant’s consent;

     

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

     

    (vi)    to
      extend
      the period in which any outstanding Stock Option or Stock Appreciation Right
      may
      be exercised; and

     

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

     

    All
      decisions and interpretations of the Committee shall be binding on all persons,
      including the Company and Plan participants. No member or former member of
      the
      Committee or the Board shall be liable for any action or determination made
      in
      good faith with respect to this Plan. 

     

    
      
         

      

      
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      	SECTION
              3.	
              Shares
                Issuable under the Plan; Mergers;
                Substitution.

            


    

     

    (a)    Shares
      Issuable.
      The
      maximum number of shares of Stock which may be issued in respect of Awards
      (including Stock Appreciation Rights) granted under the Plan, subject to
      adjustment upon changes in capitalization of the Company as provided in this
      Section 3, shall be 5,000,000 shares, subject to adjustment upon changes in
      capitalization of the Company as provided in this Section 3. For purposes of
      this limitation, the shares of Stock underlying any Awards which are forfeited,
      cancelled, reacquired by the Company or otherwise terminated (other than by
      exercise) shall be added back to the shares of Stock with respect to which
      Awards may be granted under the Plan. Shares issued under the Plan may be
      authorized but unissued shares or shares reacquired by the Company.


     

    (b)    Limitation
      on Awards.
      In no
      event may any Plan participant be granted Awards (including Stock Appreciation
      Rights) with respect to more than 750,000 shares of Stock in any calendar year.
      The number of shares of Stock relating to an Award granted to a Plan participant
      in a calendar year that is subsequently forfeited, cancelled or otherwise
      terminated shall continue to count toward the foregoing limitation in such
      calendar year. In addition, if the exercise price of an Award is subsequently
      reduced, the transaction shall be deemed a cancellation of the original Award
      and the grant of a new one so that both transactions shall count toward the
      maximum shares issuable in the calendar year of each respective
      transaction.

     

    (c)    Stock
      Dividends, Mergers, etc.
      In the
      event that after approval of the Plan by the stockholders of the Company in
      accordance with Section 17, the Company effects a stock dividend, stock split
      or
      similar change in capitalization affecting the Stock, the Committee shall make
      appropriate adjustments in (i) the number and kind of shares of stock or
      securities with respect to which Awards may thereafter be granted (including
      without limitation the limitations set forth in Sections 3(a) and (b) above),
      (ii) the number and kind of shares remaining subject to outstanding Awards,
      and
      (iii) the option or purchase price in respect of such shares. In the event
      of
      any merger, consolidation, dissolution or liquidation of the Company, the
      Committee in its sole discretion may, as to any outstanding Awards, make such
      substitution or adjustment in the aggregate number of shares reserved for
      issuance under the Plan and in the number and purchase price (if any) of shares
      subject to such Awards as it may determine and as may be permitted by the terms
      of such transaction, or accelerate, amend or terminate such Awards upon such
      terms and conditions as it shall provide (which, in the case of the termination
      of the vested portion of any Award, shall require payment or other consideration
      which the Committee deems equitable in the circumstances), subject, however,
      to
      the provisions of Section 15.

     

    (d)    Substitute
      Awards.
      The
      Committee may grant Awards under the Plan in substitution for stock and stock
      based awards held by employees of another corporation who concurrently become
      employees of the Company or an Affiliate as the result of a merger or
      consolidation of the employing corporation with the Company or an Affiliate
      or
      the acquisition by the Company or an Affiliate of property or stock of the
      employing corporation. The Committee may direct that the substitute awards
      be
      granted on such terms and conditions as the Committee considers appropriate
      in
      the circumstances. 

     

    
      	SECTION
              4.	
              Eligibility.

            


    

     

    Awards
      may be granted to officers, directors and employees of, and consultants and
      advisers to, the Company or its Affiliates (“Eligible Persons”).

     

    
      	SECTION
              5.	
              Stock
                Options.

            


    

     

    The
      Committee may grant to Eligible Persons options to purchase stock.

     

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

     

    Stock
      Options granted under the Plan may be either Incentive Stock Options (subject
      to
      compliance with applicable law) or Non-Statutory Stock Options. Unless otherwise
      so designated, an Option shall be a Non-Statutory Stock Option. To the extent
      that any option does not qualify as an Incentive Stock Option, it shall
      constitute a Non-Statutory Stock Option.

     

    
      
         

      

      
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    No
      Incentive Stock Option shall be granted under the Plan after the tenth
      anniversary of the date of adoption of the Plan by the Board.

     

    The
      Committee in its discretion may determine the effective date of Stock Options,
      provided, however, that grants of Incentive Stock Options shall be made only
      to
      persons who are, on the effective date of the grant, employees of the Company
      or
      an Affiliate. Stock Options granted pursuant to this Section 5 shall contain
      such additional terms and conditions, not inconsistent with the terms of the
      Plan, as the Committee shall deem desirable.

     

    (a)    Exercise
      Price.
      The
      exercise price per share for the Stock covered by a Stock Option granted
      pursuant to this Section 5 shall be determined by the Committee at the time
      of
      grant but shall be not less than one hundred percent (100%) of Fair Market
      Value
      on the day immediately preceding the date of grant. If an employee owns or
      is
      deemed to own (by reason of the attribution rules applicable under Section
      424(d) of the Code) more than ten percent (10%) of the combined voting power
      of
      all classes of stock of the Company or any subsidiary or parent corporation
      and
      an Incentive Stock Option is granted to such employee, the option price shall
      be
      not less than one hundred ten percent (110%) of Fair Market Value on the day
      immediately preceding the date of grant.

     

    (b)    Option
      Term.
      The
      term of each Stock Option shall be fixed by the Committee, but no Incentive
      Stock Option shall be exercisable more than ten (10) years after the date the
      option is granted. If an employee owns or is deemed to own (by reason of the
      attribution rules of Section 424(d) of the Code) more than ten percent (10%)
      of
      the combined voting power of all classes of stock of the Company or any
      subsidiary or parent corporation and an Incentive Stock Option is granted to
      such employee, the term of such option shall be no more than five (5) years
      from
      the date of grant. 

     

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

     

    (d)    Method
      of Exercise.
      Stock
      Options may be exercised in whole or in part, by delivering written notice
      of
      exercise to the Company, specifying the number of shares to be purchased.
      Payment of the purchase price may be made by delivery of cash or bank check
      or
      other instrument acceptable to the Committee in an amount equal to the exercise
      price of such Options, or, to the extent provided in the applicable Option
      Agreement, by one or more of the following methods:

     

    (i)    by
      delivery to the Company of shares of Stock of the Company having a Fair Market
      Value equal in amount to the aggregate exercise price of the Options being
      exercised; or

     

    (ii)    if
      the
      class of Stock is registered under the Exchange Act at such time, by delivery
      to
      the Company of a properly executed exercise notice along with irrevocable
      instructions to a broker to deliver promptly to the Company cash or a check
      payable and acceptable to the Company for the purchase price; provided that
      in
      the event that the optionee chooses to pay the purchase price as so provided,
      the optionee and the broker shall comply with such procedures and enter into
      such agreements of indemnity and other agreements as the Committee shall
      prescribe as a condition of such payment procedure (including, in the case
      of an
      optionee who is an executive officer of the Company, such procedures and
      agreements as the Committee deems appropriate in order to avoid any extension
      of
      credit in the form of a personal loan to such officer). The Company need not
      act
      upon such exercise notice until the Company receives full payment of the
      exercise price; or

     

    
      
         

      

      
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    (iii)    by
      reducing the number of Option shares otherwise issuable to the optionee upon
      exercise of the Option by a number of shares of Common Stock having a Fair
      Market Value equal to such aggregate exercise price of the Options being
      exercised; or

     

    (iv)    by
      any
      combination of such methods of payment. 

     

    The
      delivery of certificates representing shares of Stock to be purchased pursuant
      to the exercise of a Stock Option will be contingent upon receipt from the
      Optionee (or a purchaser acting in his stead in accordance with the provisions
      of the Stock Option) by the Company of the full purchase price for such shares
      and the fulfillment of any other requirements contained in the Stock Option
      or
      imposed by applicable law.

     

    (e)    Non-transferability
      of Options.
      Except
      as the Committee may provide with respect to a Non-Statutory Stock Option,
      no
      Stock Option shall be transferable other than by will or by the laws of descent
      and distribution and all Stock Options shall be exercisable, during the
      optionee’s lifetime, only by the optionee.

     

    (f)    Annual
      Limit on Incentive Stock Options.
      To the
      extent required for “incentive stock option” treatment under Section 422 of the
      Code, the aggregate Fair Market Value (determined as of the time of grant)
      of
      the Stock with respect to which Incentive Stock Options granted under this
      Plan
      and any other plan of the Company or its Affiliates become exercisable for
      the
      first time by an optionee during any calendar year shall not exceed
      $100,000.

     

    
      	SECTION
              6.	
              Restricted
                Stock Awards.

            


    

     

    (a)    Nature
      of Restricted Stock Award.
      The
      Committee in its discretion may grant Restricted Stock Awards to any Eligible
      Person, entitling the recipient to acquire, for such purchase price, if any,
      as
      may be determined by the Committee, shares of Stock subject to such restrictions
      and conditions as the Committee may determine at the time of grant (“Restricted
      Stock”), including continued employment and/or achievement of pre-established
      performance goals and objectives. 

     

    (b)    Acceptance
      of Award.
      A
      participant who is granted a Restricted Stock Award shall have no rights with
      respect to such Award unless the participant shall have accepted the Award
      within sixty (60) days (or such shorter date as the Committee may specify)
      following the award date by making payment to the Company of the specified
      purchase price, if any, of the shares covered by the Award and by executing
      and
      delivering to the Company a written instrument that sets forth the terms and
      conditions applicable to the Restricted Stock in such form as the Committee
      shall determine.

     

    (c)    Rights
      as a Shareholder.
      Upon
      complying with Section 6(b) above, a participant shall have all the rights
      of a
      shareholder with respect to the Restricted Stock, including voting and dividend
      rights, subject to non-transferability restrictions and Company repurchase
      or
      forfeiture rights described in this Section 6 and subject to such other
      conditions contained in the written instrument evidencing the Restricted Award.
      Unless the Committee shall otherwise determine, certificates evidencing shares
      of Restricted Stock Award shall remain in the possession of the Company until
      such shares are vested as provided in Section 6(e) below.

     

    (d)    Restrictions.
      Shares
      of Restricted Stock may not be sold, assigned, transferred, pledged or otherwise
      encumbered or disposed of except as specifically provided herein. In the event
      of termination of employment by the Company and its Affiliates for any reason
      (including death, Disability, Normal Retirement and for Cause), any shares
      of
      Restricted Stock which have not then vested shall automatically be forfeited
      to
      the Company.

     

    (e)    Vesting
      of Restricted Stock.
      The
      Committee at the time of grant shall specify the date or dates and/or the
      attainment of pre-established performance goals, objectives and other conditions
      on which the non-transferability of the Restricted Stock and the Company’s right
      of forfeiture shall lapse. Subsequent to such date or dates and/or the
      attainment of such pre-established performance goals, objectives and other
      conditions, the shares on which all restrictions have lapsed shall no longer
      be
      Restricted Stock and shall be deemed “vested.” The Committee at any time may
      accelerate such date or dates and otherwise waive or, subject to Section 13,
      amend any conditions of the Award.

     

    
      
         

      

      
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    (f)    Waiver,
      Deferral and Reinvestment of Dividends.
      The
      written instrument evidencing the Restricted Stock Award may require or permit
      the immediate payment, waiver, deferral or investment of dividends paid on
      the
      Restricted Stock.

     

    
      	SECTION
              7.	
              Unrestricted
                Stock Awards.

            


    

     

    (a)    Grant
      or Sale of Unrestricted Stock.
      The
      Committee in its discretion may grant or sell to any Eligible Person shares
      of
      Stock free of any restrictions under the Plan (“Unrestricted Stock”) at a
      purchase price determined by the Committee. Shares of Unrestricted Stock may
      be
      granted or sold as described in the preceding sentence in respect of past
      services or other valid consideration.

     

    (b)    Restrictions
      on Transfers.
      The
      right to receive unrestricted Stock may not be sold, assigned, transferred,
      pledged or otherwise encumbered, other than by will or the laws of descent
      and
      distribution.

     

    
      	SECTION
              8.	
              Performance
                Share Awards.

            


    

     

    A
      Performance Share Award is an award entitling the recipient to acquire shares
      of
      Stock upon the attainment of specified performance goals. The Committee may
      make
      Performance Share Awards independent of or in connection with the granting
      of
      any other Award under the Plan. Performance Share Awards may be granted under
      the Plan to any Eligible Person. The Committee in its discretion shall determine
      whether and to whom Performance Share Awards shall be made, the performance
      goals applicable under each such Award (which may include, without limitation,
      continued employment by the recipient or a specified achievement by the
      recipient, the Company or any business unit of the Company), the periods during
      which performance is to be measured, and all other limitations and conditions
      applicable to the Award or the Stock issuable thereunder. Upon the attainment
      of
      the specified performance goal shares of Stock shall be issued pursuant to
      the
      Performance Share Award as soon as practicable thereafter, but in no event
      later
      than two and one-half months after the calendar year in which such performance
      goal is attained.

     

    
      	SECTION
              9.	
              Stock
                Appreciation Rights.

            


    

     

    The
      Committee in its discretion may grant Stock Appreciation Rights to any Eligible
      Person. A Stock Appreciation Right shall entitle the participant upon exercise
      thereof to receive from the Company, upon written request to the Company at
      its
      principal offices (the “Request”), a number of shares of Stock, a cash payment,
      or a combination of shares and cash (as provided in the Stock Appreciation
      Right) having an aggregate Fair Market Value equal to the product of (a) the
      excess of Fair Market Value, on the date of such Request, over the exercise
      price per share of Stock specified in such Stock Appreciation Right (which
      exercise price shall be not less than one hundred percent (100%) of Fair Market
      Value on the date of grant), multiplied by (b) the number of shares of Stock
      for
      which such Stock Appreciation Right shall be exercised.

     

    
      
        	SECTION
                10.	
                Termination
                  of Stock Options and Stock Appreciation
                  Rights.

              


      

    

     

    (a)    Incentive
      Stock Options:

     

    (i)    Termination
      by Death.
      If any
      participant’s employment by the Company and its Affiliates terminates by reason
      of death, any Incentive Stock Option owned by such participant may thereafter
      be
      exercised to the extent exercisable at the date of death, by the legal
      representative or legatee of the participant, for a period of one hundred eighty
      (180) days from the date of death, or until the expiration of the stated term
      of
      the Incentive Stock Option, if earlier.

     

    (ii)    Termination
      by Reason of Disability or Normal Retirement.

     

    
      
         

      

      
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    (A)    Any
      Incentive Stock Option held by a participant whose employment by the Company
      and
      its Affiliates has terminated by reason of Disability may thereafter be
      exercised, to the extent it was exercisable at the time of such termination,
      for
      a period of ninety (90) days from the date of such termination of employment,
      or
      until the expiration of the stated term of the Option, if earlier.

     

    (B)    Any
      Incentive Stock Option held by a participant whose employment by the Company
      and
      its Affiliates has terminated by reason of Normal Retirement may thereafter
      be
      exercised, to the extent it was exercisable at the time of such termination,
      for
      a period of ninety (90) days from the date of such termination of employment,
      or
      until the expiration of the stated term of the Option, if earlier.

     

    (C)    The
      Committee shall have sole authority and discretion to determine whether a
      participant’s employment has been terminated by reason of Disability or Normal
      Retirement.

     

    (iii)    Involuntary Termination
      without Cause.
      If any
      participant’s employment by the Company and its Affiliates has been terminated
      by the Company without Cause, as determined by the Committee in its sole
      discretion, any Incentive Stock Option held by such participant may thereafter
      be exercised, to the extent it was exercisable on the date of termination of
      employment, for ninety (90) days from the date of termination of employment
      or
      until the expiration of the stated term of the Option, if earlier.

     

    (iv)    Termination
      for Cause.
      If any
      participant’s employment by the Company and its Affiliates has been terminated
      for Cause, as determined by the Committee in its sole discretion, any Incentive
      Stock Option held by such participant shall immediately terminate and be of
      no
      further force and effect.

     

    (v)    Other
      Termination.
      Unless
      otherwise determined by the Committee, if a participant’s employment by the
      Company and its Affiliates terminates for any reason other than death,
      Disability, or Normal Retirement, involuntary termination without Cause, or
      termination for Cause, any Incentive Stock Option held by such participant
      may
      thereafter be exercised, to the extent it was exercisable on the date of
      termination of employment, for thirty (30) days from the date of termination
      of
      employment or until the expiration of the stated term of the Option, if
      earlier.

     

    (b)    Non-Statutory
      Stock Options and Stock Appreciation Rights.
      Any
      Non-Statutory Stock Option or Stock Appreciation Right granted under the Plan
      shall contain such terms and conditions with respect to its termination as
      the
      Committee, in its discretion, may from time to time determine.

     

    
      	SECTION
              11.	
              Tax
                Withholding and Notice.

            


    

     

    (a)    Payment
      by Participant.
      Each
      participant shall, no later than the date as of which the value of an Award
      or
      of any Stock or other amounts received thereunder first becomes includable
      in
      the gross income of the participant for Federal income tax purposes, pay to
      the
      Company, or make arrangements satisfactory to the Committee regarding payment
      of
      any Federal, state, local and/or payroll taxes of any kind required by law
      to be
      withheld with respect to such income. The Company and its Affiliates shall,
      to
      the extent permitted by law, have the right to deduct any such taxes from any
      payment of any kind otherwise due to the participant. 

     

    (b)    Payment
      in Shares.
      A
      Participant may elect, with the consent of the Committee, to have such tax
      withholding obligation satisfied, in whole or in part, by (i) authorizing the
      Company to withhold from shares of Stock to be issued pursuant to an Award
      a
      number of shares with an aggregate Fair Market Value (as of the date the
      withholding is effected) that would satisfy the withholding amount due with
      respect to such Award, or (ii) delivering to the Company a number of shares
      of
      Stock with an aggregate Fair Market Value (as of the date the withholding is
      effected) that would satisfy the withholding amount due. 

     

    (c)    Notice
      of Disqualifying Disposition.
      Each
      holder of an Incentive Option shall agree to notify the Company in writing
      immediately after making a disqualifying disposition (as defined in Section
      421(b) of the Code) of any Stock purchased upon exercise of an Incentive Stock
      Option.

     

    
      
         

      

      
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      	SECTION
              12.	
              Transfer
                and Leave of Absence.

            


    

     

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

     

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

     

    (b)    an
      approved leave of absence for military service or sickness, or for any other
      purpose approved by the Company, if the employee’s right to re-employment is
      guaranteed either by a statute or by contract or under the policy pursuant
      to
      which the leave of absence was granted or if the Committee otherwise so provides
      in writing; provided, that the vesting date or dates of any unvested Award
      held
      by such employee shall automatically be extended by a period of time equal
      to
      the period of such approved leave of absence.

     

    SECTION
      13.  Amendments and Termination.

     

    The
      Board
      may at any time amend or discontinue the Plan and the Committee may at any
      time
      amend or cancel any outstanding Award for the purpose of satisfying changes
      in
      law or for any other lawful purpose, but no such action shall adversely affect
      rights under any outstanding Award without the holder’s consent. Notwithstanding
      the foregoing, neither the Board nor the Committee shall have the power or
      authority to decrease the exercise price of any outstanding Stock Option or
      Stock Appreciation Right, whether through amendment, cancellation and regrant,
      exchange or any other means, except for changes made pursuant to Section
      3(c).

     

    This
      Plan
      shall terminate as of the tenth anniversary of its effective date. The Board
      may
      terminate this Plan at any earlier time for any reason. No Award may be granted
      after the Plan has been terminated. No Award granted while this Plan is in
      effect shall be adversely altered or impaired by termination of this Plan,
      except upon the consent of the holder of such Award. The power of the Committee
      to construe and interpret this Plan and the Awards granted prior to the
      termination of this Plan shall continue after such termination.

     

    SECTION
      14.  Status of Plan.

     

    With
      respect to the portion of any Award which has not been exercised and any
      payments in cash, Stock or other consideration not received by a participant,
      a
      participant shall have no rights greater than those of a general creditor of
      the
      Company unless the Committee shall otherwise expressly determine in connection
      with any Award or Awards. 

     

    SECTION
      15.  Change of Control Provisions.

     

    (a)    Upon
      the
      occurrence of a Change of Control as defined in this Section 15:

     

    (i)    subject
      to the provisions of clause (iii) below, after the effective date of such Change
      of Control, each holder of an outstanding Stock Option, Restricted Stock Award,
      Performance Share Award or Stock Appreciation Right shall be entitled, upon
      exercise of such Award, to receive, in lieu of shares of Stock (or consideration
      based upon the Fair Market Value of Stock), shares of such stock or other
      securities, cash or property (or consideration based upon shares of such stock
      or other securities, cash or property) as the holders of shares of Stock
      received in connection with the Change of Control;

     

    (ii)    the
      Committee may accelerate, fully or in part, the time for exercise of, and waive
      any or all conditions and restrictions on, each unexercised and unexpired Stock
      Option, Restricted Stock Award, Performance Share Award and Stock Appreciation
      Right, effective upon a date prior or subsequent to the effective date of such
      Change of Control, as specified by the Committee; or

     

    (iii)    each
      outstanding Stock Option, Restricted Stock Award, Performance Share Award and
      Stock Appreciation Right may be cancelled by the Committee as of the effective
      date of any such Change of Control provided that (x) prior written notice of
      such cancellation shall be given to each holder of such an Award and (y) each
      holder of such an Award shall have the right to exercise such Award to the
      extent that the same is then exercisable or, in full, if the Committee shall
      have accelerated the time for exercise of all such unexercised and unexpired
      Awards, during the thirty (30) day period preceding the effective date of such
      Change of Control.

     

    
      
         

      

      
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    (b)    “Change
      of Control” shall mean the occurrence of any one of the following
      events:

     

    (i)    any
      “person” (as such term is used in Sections 13(d) and 14(d)(2) of the Exchange
      Act) becomes, after the Effective Date of this Plan, a “beneficial owner” (as
      such term is defined in Rule 13d-3 promulgated under the Exchange Act) (other
      than the Company, any trustee or other fiduciary holding securities under an
      employee benefit plan of the Company, or any corporation owned, directly or
      indirectly, by the stockholders of the Company in substantially the same
      proportions as their ownership of stock of the Company), directly or indirectly,
      of securities of the Company representing fifty percent (50%) or more of the
      combined voting power of the Company’s then outstanding securities;
      or

     

    (ii)    the
      stockholders of the Company approve a merger or consolidation of the Company
      with any other corporation or other entity, other than a merger or consolidation
      which would result in the voting securities of the Company outstanding
      immediately prior thereto continuing to represent (either by remaining
      outstanding or by being converted into voting securities of the surviving
      entity) more than fifty percent (50%) of the combined voting power of the voting
      securities of the Company or such surviving entity outstanding immediately
      after
      such merger or consolidation; or

     

    (iii)    the
      stockholders of the Company approve a plan of complete liquidation of the
      Company or an agreement for the sale or disposition by the Company of all or
      substantially all of the Company’s assets.

     

    SECTION 16. 
      General Provisions.

     

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

     

    No
      shares
      of Stock shall be issued pursuant to an Award until all applicable securities
      laws and other legal and stock exchange requirements have been satisfied. The
      Committee may require the placing of such stop orders and restrictive legends
      on
      certificates for Stock and Awards as it deems appropriate.

     

    (b)    Delivery
      of Stock Certificates.
      Delivery of stock certificates to participants under this Plan shall be deemed
      effected for all purposes when the Company or a stock transfer agent of the
      Company shall have delivered such certificates in the United States mail,
      addressed to the participant, at the participant’s last known address on file
      with the Company.

     

    (c)    Other
      Compensation Arrangements; No Employment Rights.
      Nothing
      contained in this Plan shall prevent the Board from adopting other or additional
      compensation arrangements, including trusts, subject to stockholder approval
      if
      such approval is required; and such arrangements may be either generally
      applicable or applicable only in specific cases. The adoption of the Plan or
      any
      Award under the Plan does not confer upon any employee any right to continued
      employment with the Company or any Affiliate.

     

    (d)    Lock-Up
      Agreement. By
      accepting any Award, the recipient shall be deemed to have agreed that, if
      so
      requested by the Company or by the underwriters managing any underwritten
      offering of the Company’s securities, the recipient will not, without the prior
      written consent of the Company or such underwriters, as the case may be, sell,
      make any short sale of, loan, grant any option for the purchase of, or otherwise
      dispose of any shares subject to any such Award during the Lock-up Period,
      as
      defined below. The “Lock-Up Period” shall mean a period of time not exceeding
      180 days or, if greater, such number of days as shall have been agreed to by
      each director and executive officer of the Company in connection with such
      offering in a substantially similar lock-up agreement by which each such
      director and executive officer is bound. If requested by the Company or such
      underwriters, the recipient shall enter into an agreement with such underwriters
      consistent with the foregoing.

     

    
      
         

      

      
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    SECTION 17. 
      Effective Date of Plan.

     

    This
      Plan
      shall become effective upon its adoption by the Company’s Board of Directors. If
      the Plan shall not be approved by the shareholders of the Company within twelve
      months following its adoption, this Plan shall terminate and be of no further
      force or effect.

     

    SECTION
      18.  Governing Law.

     

    This
      Plan
      shall be governed by, and construed and enforced in accordance with, the
      substantive laws of the State of Delaware without regard to its principles
      of
      conflicts of laws.

     

    


    


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