Exhibit 10.3

INTEGRATED ALARM SERVICES GROUP, INC.  2004 STOCK INCENTIVE PLAN

Integrated
Alarm Services Group, Inc., a corporation existing under the laws of the State of Delaware (the "Company"), hereby establishes and adopts the following 2004 Stock
Incentive Plan (the "Plan").

1.1.  Purpose.
The purpose of the Plan is to assist the Company and its Affiliates in attracting and retaining selected individuals to serve as directors, employees,
consultants and advisors of the Company who are expected to contribute to the Company's success and to achieve its long-term objectives, which will inure to the benefit of all stockholders
of the Company through the additional incentives inherent in the Awards hereunder.

2.1.  "Affiliate"
shall mean (i) any person or entity that directly, or through one or more intermediaries, controls, or is controlled by, or is under common control
with, the Company (including any Subsidiary) or (ii) any entity in which the Company has a significant equity interest, as determined by the Committee.

2.2.  "Award"
shall mean any Option, Stock Appreciation Right, Restricted Stock Award, Performance Share Award, or Deferred Stock Award relating to Shares granted pursuant to
the provisions of the Plan.

2.3.  "Award
Agreement" shall mean any written agreement, contract or other instrument or document evidencing any Award granted by the Committee hereunder.

2.4.  "Board"
shall mean the board of directors of the Company.

2.5.  "Code"
shall mean the Internal Revenue Code of 1986, as amended from time to time, and any successor thereto.

2.6.  "Committee"
shall mean the Compensation Committee of the Board, consisting of no fewer than two Directors, each of whom is an independent non-employee
director within the meaning of Section 162(m)(4)(C)(i) of the Code, or any successor provision thereto, and the NASDAQ regulations.

2.7.  "Covered
Employee" shall mean a "covered employee" within the meaning of Section 162(m)(3) of the Code, or any successor provision thereto.

2.8.  "Deferred
Stock Award" shall mean any award of share units granted pursuant to Section 8.

2.9.  "Director"
shall mean a non-employee member of the Board.

2.10.  "Employee"
shall mean any employee of the Company or any Affiliate.

2.11.  "Fair
Market Value" shall mean the average of the high and low market prices of the Company's shares on a particular reference date as reported on the NASDAQ or a
successor quotation system (or other principal exchange on which the Company's shares are then trading) on the day immediately preceding that date (or if there were no reported trading prices on such
date, on the last preceding date on which the trading prices were reported).

2.12.  "Freestanding
Stock Appreciation Right" shall have the meaning set forth in Section 6.1.

2.13.  "Limitations"
shall have the meaning set forth in Section 10.5.

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2.14.  "Option"
shall mean any right granted to a Participant under the Plan allowing such Participant to purchase Shares at such price or prices and during such period or
periods as the Committee shall determine. Options granted under the Plan shall be non-qualified stock options.

2.15.  "Participant"
shall mean an Employee, Director, consultant or advisor who is selected by the Committee to receive an Award under the Plan.

2.16.  "Payee"
shall have the meaning set forth in Section 13.1.

2.17.  "Performance
Share Award" shall mean any grant pursuant to Section 9 of a unit valued by reference to a designated number of Shares, which value may be paid to
the Participant by delivery of such property as the Committee shall determine, including cash, Shares, or any combination thereof, upon achievement of such performance goals during the Performance
Period as the Committee shall establish at the time of such grant or thereafter.

2.18.  "Performance
Period" shall mean that period established by the Committee at the time any Performance Share Award is granted or at any time thereafter during which any
performance goals specified by the Committee with respect to such Award are to be measured.

2.19.  "Restricted
Stock" shall mean any Share or Share Unit issued with the restriction that the holder may not sell, transfer, pledge or assign such Share and with such
other restrictions as the Committee, in its sole discretion, may impose (including any restriction on the right to vote such Share and the right to receive any dividends), which restrictions may lapse
separately or in combination at such time or times, in installments or otherwise, as the Committee may deem appropriate.

2.20.  "Restricted
Period" shall have the meaning set forth in Section 7.1.

2.21.  "Shares"
shall mean the shares of common stock of the Company, par value $0.001 per share.

2.22.  "Share
Unit" shall mean a right denominated by the value of a Share granted pursuant to the Plan

2.23.  "Stock
Appreciation Right" shall mean the right granted to a Participant pursuant to Section 6.

2.24.  "Subsidiary"
shall mean any corporation (other than the Company) in an unbroken chain of corporations beginning with the Company if, at the time of the granting of the
Award, each of the corporations other than the last corporation in the unbroken chain owns stock possessing more than 50% of the total combined voting power of all classes of stock in one of the other
corporations in the chain.

2.25.  "Substitute
Awards" shall mean Awards granted or Shares issued by the Company in assumption of, or in substitution or exchange for, awards previously granted, or the
right or obligation to make future awards, by a company acquired by the Company or any Subsidiary or with which the Company or any Subsidiary combines.

2.26.  "Tandem
Stock Appreciation Right" shall have the meaning set forth in Section 6.1.

3.1.  Number
of Shares. (a) Subject to adjustment as provided in Section 12.2, a total of 1,200,000 Shares shall be authorized for grant under the Plan. Any
Shares that are subject to Awards of Options or Stock Appreciation Rights shall be counted against this limit as one (1) Share for every one (1) Share granted. Any Shares that are
subject to Awards other than Options or Stock Appreciation Rights shall be counted against this limit as two (2) Shares for every one (1) Share granted.

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3.2.  Character
of Shares. Any Shares issued hereunder may consist, in whole or in part, of authorized and unissued shares or shares purchased in the open market or
otherwise.

4.1.  Eligibility.
Any Employee, Director, consultant or advisor shall be eligible to be selected as a Participant.

4.2.  Administration.
a) The Plan shall be administered by the Committee. The Directors may remove from, add members to, or fill vacancies on, the Committee.



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5.1.  Grant
of Options. Options may be granted hereunder to Participants either alone or in addition to other Awards granted under the Plan. Any Option shall be subject to
the terms and conditions of this Section 5 and to such additional terms and conditions, not inconsistent with the provisions of the Plan, as the Committee shall deem desirable.

5.2.  Award
Agreements. All Options granted pursuant to this Section 5 shall be evidenced by a written Award Agreement in such form and containing such terms and
conditions as the Committee shall determine which are not inconsistent with the provisions of the Plan. Granting of an Option pursuant to the Plan shall impose no obligation on the recipient to
exercise such Option. Any individual who is granted an Option pursuant to this Section 5 may hold more than one Option granted pursuant to the Plan at the same time.

5.3.  Option
Price. Other than in connection with Substitute Awards, the option price per each Share purchasable under any Option granted pursuant to this Section 5
shall not be less than 100% of the Fair Market Value of such Share on the date of grant of such Option. Other than pursuant to Section 12.2, the Committee shall not be permitted to
(a) lower the option price per Share of an Option after it is granted, (b) cancel an Option when the option price per Share exceeds the Fair Market Value of the underlying Shares in
exchange for another Award (other than in connection with Substitute Awards), and (c) take any other action with respect to an Option that may be treated as a repricing under the rules and
regulations of the NASDAQ.

5.4.  Option
Period. The term of each Option shall be fixed by the Committee in its sole discretion; provided that no Option shall be exercisable after the expiration of ten
years from the date the Option is granted, except in the event of death or disability.

5.5.  Exercise
of Options. Vested Options granted under the Plan shall be exercised by the Participant (or by the Participant's executors, administrators, guardian or legal
representative, as may be provided in an Award Agreement) as to all or part of the Shares covered thereby, by the giving of

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written
notice of exercise to the Company or its designated agent, specifying the number of Shares to be purchased, accompanied by payment of the full purchase price for the Shares being purchased.
Unless otherwise provided in an Award Agreement, full payment of such purchase price shall be made at the time of exercise and shall be made (a) in cash or by certified check or bank check or
wire transfer of immediately available funds, (b) by tendering previously acquired Shares (either actually or by attestation, valued at their then Fair Market Value) that have been owned for a
period of at least six months (or such other period to avoid accounting charges against the Company's earnings), (c) if the Shares are traded on the NASDAQ or another principal exchange,
through the delivery of irrevocable instructions to a broker approved by the Committee to deliver promptly to the Company an amount equal to the purchase price, (d) with the consent of the
Committee, by delivery of other consideration (including, where permitted by law and the Committee, other Awards) having a Fair Market Value on the exercise date equal to the total purchase price,
(e) with the consent of the Committee, by withholding Shares otherwise issuable in connection with the exercise of the Option, (f) through any other method specified in an Award
Agreement, or (g) any combination of any of the foregoing. The notice of exercise, accompanied by such payment, shall be delivered to the Company at its principal business office or such other
office as the Committee may from time to time direct, and shall be in such form, containing such further provisions consistent with the provisions of the Plan, as the Committee may from time to time
prescribe. In no event may any Option granted hereunder be exercised for a fraction of a Share. No adjustment shall be made for cash dividends or other rights for which the record date is prior to the
date of such issuance. Except under certain circumstances contemplated by Section 11 or as may be set forth in an Award Agreement with respect to death or disability of a Participant, Options
will not be exercisable before the expiration of one year from the date the Option is granted.

5.6.  Form
of Settlement. In its sole discretion, the Committee may provide, at the time of grant, that the Shares to be issued upon an Option's exercise shall be in the form
of Restricted Stock or other similar securities, or may reserve the right so to provide after the time of grant.

6.1.  Grant
and Exercise. The Committee may provide Stock Appreciation Rights (a) in conjunction with all or part of any Option granted under the Plan or at any
subsequent time during the term of such Option ("Tandem Stock Appreciation Right"), (b) in conjunction with all or part of any Award (other than an Option) granted under the Plan or at any
subsequent time during the term of such Award, or (c) without regard to any Option or other Award (a "Freestanding Stock Appreciation Right"), in each case upon such terms and conditions as the
Committee may establish in its sole discretion.

6.2.  Terms
and Conditions. Stock Appreciation Rights shall be subject to such terms and conditions, not inconsistent with the provisions of the Plan, as shall be determined
from time to time by the Committee, including the following:

Upon
the exercise of a Stock Appreciation Right, the holder shall have the right to receive the excess of (i) the Fair Market Value of one Share on the date of exercise or such
other amount as the Committee shall so determine at any time during a specified period before the date of exercise over (ii) the grant price of the right on the date of grant, or in the case of
a Tandem Stock Appreciation Right granted on the date of grant of the related Option, as specified by the Committee in its sole discretion, which, except in the case of Substitute Awards or in
connection with an adjustment provided in Section 12.2, shall not be less than the Fair Market Value of one Share on such date of grant of the right or the related Option, as the case may be.

Upon
the exercise of a Stock Appreciation Right, the Committee shall determine in its sole discretion whether payment shall be made in cash, in whole Shares or other property, or any
combination thereof.

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Any
Tandem Stock Appreciation Right may be granted at the same time as the related Option is granted or at any time thereafter before exercise or expiration of such Option.

Any
Tandem Stock Appreciation Right related to an Option may be exercised only when the related Option would be exercisable and the Fair Market Value of the Shares subject to the related
Option exceeds the option price at which Shares can be acquired pursuant to the Option. In addition, (i) if a
Tandem Stock Appreciation Right exists with respect to less than the full number of Shares covered by a related Option, then an exercise or termination of such Option shall not reduce the number of
Shares to which the Tandem Stock Appreciation Right applies until the number of Shares then exercisable under such Option equals the number of Shares to which the Tandem Stock Appreciation Right
applies, and (ii) no Tandem Stock Appreciation Right granted under the Plan to a person then subject to Section 16 of the Exchange Act shall be exercised during the first six months of
its term for cash.

Any
Option related to a Tandem Stock Appreciation Right shall no longer be exercisable to the extent the Tandem Stock Appreciation Right has been exercised and vice versa, subject to
Section 6.2(d).

The
provisions of Stock Appreciation Rights need not be the same with respect to each recipient. The Committee may impose such other conditions or restrictions on the terms of exercise
and the exercise price of any Stock Appreciation Right, as it shall deem appropriate, including providing that the grant price of a Tandem Stock Appreciation Right may be less than the Fair Market
Value on the date of grant if the Tandem Stock Appreciation Right is added to an Option following the date of the grant of the Option. In connection with the foregoing, the Committee shall consider
the applicability and effect of Section 162(m) of the Code.

Notwithstanding
the foregoing provisions of this Section 6.2(g), but subject to Section 12.2, a Freestanding Stock Appreciation Right shall not have (i) grant price
less than Fair Market Value on the date of grant, or (ii) a term of greater than ten years. In addition to the foregoing, but subject to Section 12.2, the grant price of any Stock
Appreciation Right shall not be reduced after the date of grant.

The
Committee may impose such terms and conditions on Stock Appreciation Rights granted in conjunction with any Award (other than an Option) as the Committee shall determine in its sole
discretion.

7.1.  Grants.
Awards of Restricted Stock may be granted hereunder to Participants either alone or in addition to other Awards granted under the Plan (a "Restricted Stock
Award"). A Restricted Stock Award shall be subject to restrictions imposed by the Committee covering a period of time specified by the Committee (the "Restriction Period"). The provisions of
Restricted Stock Awards need not be the same with respect to each recipient. The Committee has absolute discretion to determine whether any consideration (other than services) is to be received by the
Company or any Affiliate as a condition precedent to the issuance of Restricted Stock.

7.2.  Award
Agreements. The terms of any Restricted Stock Award granted under the Plan shall be set forth in a written Award Agreement which shall contain provisions
determined by the Committee and not inconsistent with the Plan.

7.3.  Rights
of Holders of Restricted Stock. Beginning on the date of grant of a Restricted Stock Award in the form of actual Shares and subject to execution of the Award
Agreement, the Participant shall become a shareholder of the Company with respect to all Shares subject to the Award Agreement and shall have all of the rights of a shareholder, including the right to
vote such Shares and the right to receive distributions made with respect to such Shares; provided, however, that any Shares or any other

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property
(other than cash) distributed as a dividend or otherwise with respect to any Restricted Shares as to which the restrictions have not yet lapsed shall be subject to the same restrictions as
such Restricted Shares. The Committee shall have the discretion to provide dividend equivalents in connection with the grant of a Restricted Stock Award in the form of Share Units, subject to the same
restrictions as in the preceding sentence.

7.4.  Minimum
Vesting Period. Except for certain limited situations (including the death, disability or retirement of the Participant or a Change of Control referred to in
Section 11), Restricted Stock Awards subject solely to continued employment restrictions shall have a Restriction Period of not less than three years from date of grant (but permitting
pro-rata vesting over such time); provided, that the provisions of this Section 7.4 shall not be applicable to any Substituted Awards or grants of Restricted Stock in payment of
Performance Share Awards pursuant to Section 9. Subject to the foregoing three-year minimum vesting requirement, the Committee may, in its sole discretion, waive the forfeiture
period and any other conditions set forth in any Award Agreement subject to such terms and conditions as the Committee shall deem appropriate.

8.1.  Stock
and Administration. Other Awards that are valued in whole or in part by reference to, or are otherwise based on, Shares ("Deferred Stock Awards") may be granted
hereunder to Participants, either alone or in addition to other Awards granted under the Plan, and such Deferred Stock Awards shall also be available as a form of payment in the settlement of other
Awards granted under the Plan, or other compensation payable outside the Plan. Deferred Stock Awards shall be paid only in Shares. Subject to the provisions of the Plan, the Committee shall have sole
and complete authority to determine the Employees and Directors to whom and the time or times at which such Deferred Stock Awards shall be made, the number of Shares to be granted pursuant to such
Awards, and all other conditions of the Awards. The provisions of Deferred Stock Awards need not be the same with respect to each recipient. Except for certain limited situations (including the death,
disability or retirement of the Participant or a Change of Control referred to in Section 11), Deferred Stock Awards subject to any continued employment restrictions shall be subject to
restrictions imposed by the Committee for a period of not less than three years from date of grant (but permitting pro-rata vesting over such time); provided, that such restrictions shall
not be applicable to any Substituted Awards, grants of Deferred Stock Awards in payment of Performance Share Awards pursuant to Section 9, or grants of Deferred Stock Awards in payment of other
compensation payable outside the Plan.

8.2.  Terms
and Conditions. Shares (including securities convertible into Shares) subject to Awards granted under this Section 8 may be issued for no consideration or
for such minimum consideration as may be required by applicable law. Shares (including securities convertible into Shares) purchased pursuant to a purchase right awarded under this Section 8
shall be purchased for such consideration as the Committee shall determine in its sole discretion.

9.1.  Terms
of Performance Share Awards. Performance Share Awards may be issued hereunder to Participants, for no consideration or for such minimum consideration as may be
required by applicable law, either alone or in addition to other Awards granted under the Plan. The performance criteria to be achieved during any Performance Period and the length of the Performance
Period shall be determined by the Committee upon the grant of each Performance Share Award; provided, however, that a Performance Period shall not be shorter than three years nor longer than five
years. Except as provided in Section 11 or as may be provided in an Award Agreement, Performance Share Awards will be distributed only after the end of the relevant Performance Period.
Performance Share Awards may be paid in cash, Shares, other property, or any combination thereof, in the sole discretion of the Committee at the time of payment. The performance goals to be achieved
for each Performance Period shall be conclusively determined by the Committee and may be based upon the criteria set forth in

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Section 10.2.
The amount of the Award to be distributed shall be conclusively determined by the Committee. Performance Share Awards may be paid in a lump sum or in installments following the
close of the Performance Period or, in accordance with procedures established by the Committee, on a deferred basis.

10.1.  Covered
Employees. Notwithstanding any other provision of the Plan, if the Committee determines at the time a Performance Share Award is granted to a Participant who
is, or is likely to be, as of the end of the tax year in which the Company would claim a tax deduction in connection with such Award, a Covered Employee, then the Committee may provide that this
Section 10 is applicable to such Award.

10.2.  Performance
Criteria. If a Performance Share Award is subject to this Section 10, then the lapsing of restrictions thereon and the distribution of cash, Shares
or other property pursuant thereto, as applicable, shall be subject to the achievement of one or more objective performance goals established by the Committee, which shall be based on the attainment
of specified levels of one or any combination of the following: [account acquisition; account retention; revenue growth; operating income; reductions in operating expenses; earnings before
taxes; earnings before interest and taxes; earnings before interest, taxes, depreciation and amortization; pre-tax income before allocation of bonus'; earnings per share; net income;
return on stockholders' equity; return on assets; return on invested capital; attainment of strategic and operational initiatives; appreciation in and/or maintenance of the price of the Shares or any
other publicly-traded securities of the Company; market share, and/or comparisons with various stock market indices] of the Company or any Affiliate, division or business unit of the
Company for or within which the Participant is primarily employed. Such performance goals also may be based solely by reference to the Company's performance or the performance of an Affiliate,
division or business unit of the Company, or based upon the relative performance of other companies or upon comparisons of any of the indicators of performance relative to other companies. The
Committee may also exclude the impact of an event or occurrence which the Committee determines should appropriately be excluded, including (a) restructurings, discontinued operations,
extraordinary items, and other unusual or non-recurring charges, (b) an event either not directly related to the operations of the Company or not within the reasonable control of
the Company's management, or (c) cumulative changes in accounting standards, each as calculated in accordance with generally accepted accounting principles and disclosed in the Company's
financial statements, notes to the financial statements, or management's discussion and analysis. Such performance goals shall be set by the Committee within the time period prescribed by, and shall
otherwise comply with the requirements of, Section 162(m) of the Code, or any successor provision thereto, and the regulations thereunder.

10.3.  Adjustments.
Notwithstanding any provision of the Plan (other than Section 11), with respect to any Performance Share Award that is subject to this
Section 10, the Committee may adjust downwards, but not upwards, the amount payable pursuant to such Award, and the Committee may not waive the achievement of the applicable performance goals,
except in the case of the death or disability of the Participant.

10.4.  Restrictions.
The Committee shall have the power to impose such other restrictions on Awards subject to this Section 10 as it may deem necessary or appropriate
to ensure that such Awards satisfy all requirements for "performance-based compensation" within the meaning of Section 162(m)(4)(c) of the Code, or any successor provision thereto.

10.5.  Limitations
on Grants to Individual Participant. Subject to adjustment as provided in Section 12.2, no Participant may be granted during any consecutive
36-month period (i) Options or Stock Appreciation Rights with respect to more than 300,000 shares or (ii) Performance Share Awards that could result in the payment of more
than 150,000 shares (the "Limitations"). If an Award is cancelled, the cancelled Award shall continue to be counted toward the applicable limitations.

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11.1.  Impact
of Change of Control. The terms of any Award may provide in the Award Agreement evidencing the Award that, upon a "Change of Control" of the Company (as that
term may be defined therein), (a) Options and Stock Appreciation Rights outstanding as of the date of the Change of Control immediately vest and become fully exercisable,
(b) restrictions and deferral limitations on Restricted Stock lapse and the Restricted Stock become free of all restrictions and limitations and become fully vested, (c) all Performance
Share Awards shall be considered to be earned and payable (either in full or pro-rata based on the portion of Performance Period completed as of the date of the Change in Control), and any
deferral or other restriction shall lapse and such Performance Share Awards shall be immediately settled or distributed, (d) the restrictions and deferral limitations and other conditions
applicable to any Deferred Stock Awards or any other Awards shall lapse, and such Deferred Stock Awards or such other Awards shall become free of all restrictions, limitations or conditions and become
fully vested and transferable to the full extent of the original grant, and (e) such other additional benefits as the Committee deems appropriate shall apply, subject in each case to any terms
and conditions contained in the Award Agreement evidencing such Award. For purposes of the Plan, a "Change of Control" shall mean an event described in an Award Agreement evidencing the Award or such
other event as determined in the sole discretion of the Board. Notwithstanding any other provision of the Plan, the Committee, in its discretion, may determine that, upon the occurrence of a Change of
Control of the Company, each Option and Stock Appreciation Right outstanding shall terminate within a specified number of days after notice to the Participant, and such Participant shall receive, with
respect to each Share subject to such Option or Stock Appreciation Right, an amount equal to the excess of the Fair Market Value of such Share immediately prior to the occurrence of such Change of
Control over the exercise price per share of such Option and/or Stock Appreciation Right; such amount to be payable in cash, in one or more kinds of stock or property (including the stock or property,
if any, payable in the transaction) or in a combination thereof, as the Committee, in its discretion, shall determine.

11.2.  Assumption
Upon Change of Control. Notwithstanding the foregoing, the terms of any Award Agreement may also provide that, if in the event of a Change of Control the
successor company assumes or substitutes for an Option, Stock Appreciation Right, Restricted Stock Award or Deferred Stock Award, then each outstanding Option, Stock Appreciation Right, Restricted
Stock Award or Deferred Stock Award shall not be accelerated as described in Sections 11.1(a), (b) and (d). For the purposes of this Section 11.2, an Option, Stock Appreciation
Right, Restricted Stock Award or Deferred Stock Award shall be considered assumed or substituted for if following the Change of Control the award confers the right to purchase or receive, for each
Share subject to the Option, Stock Appreciation Right, Restricted Stock Award or Deferred Stock Award immediately prior to the Change of Control, the consideration (whether stock, cash or other
securities or property) received in the transaction constituting a Change of Control by holders of Shares for each Share held on the effective date of such transaction (and if holders were offered a
choice of consideration, the type of consideration chosen by the holders of a majority of the outstanding shares); provided, however, that if such consideration received in the transaction
constituting a Change of Control is not solely common stock of the successor company, the Committee may, with the consent of the successor company, provide that the consideration to be received upon
the exercise or vesting of an Option, Stock Appreciation Right, Restricted Stock Award or Deferred Stock Award, for each Share subject thereto, will be solely common stock of the successor company
substantially equal in fair market value to the per share consideration received by holders of Shares in the transaction constituting a Change of Control. The determination of such substantial
equality of value of consideration shall be made by the Committee in its sole discretion and its determination shall be conclusive and binding. Notwithstanding the foregoing, on such terms and
conditions as may be set forth in an Award Agreement, in the event of a termination of a Participant's employment in such successor company within a specified time

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period
following such Change in Control, each Award held by such Participant at the time of the Change in Control shall be accelerated as described in Sections 11.1(a), (b) and
(d) above.

12.1.  Amendment
and Modification of the Plan. The Board may, from time to time, alter, amend, suspend or terminate the Plan as it shall deem advisable, subject to any
requirement for stockholder approval imposed by applicable law, including the rules and regulations of the NASDAQ or any rule or regulation of any other principal exchange or quotation system on which
Shares are then listed or quoted; provided that the Board may not amend the Plan in any manner that would result in noncompliance with Rule 16b-3 of the Exchange Act; and further
provided that the Board may not, without the approval of the Company's stockholders, amend the Plan to (a) increase the number of Shares that may be the subject of Awards under the Plan (except
for adjustments pursuant to Section 12.2), (b) expand the types of awards available under the Plan, (c) materially expand the class of persons eligible to participate in the Plan,
(d) amend any provision of Section 5.3, (e) increase the maximum permissible term of any Option specified by Section 5.4, or (f) amend any provision of
Section 10.5. In addition, no amendments to, or termination of, the Plan shall in any way impair the rights of a Participant under any Award previously granted without such Participant's
consent.

12.2.  Adjustments.
In the event of any merger, reorganization, consolidation, recapitalization, dividend or distribution (whether in cash, shares or other property), stock
split, reverse stock split, spin-off or similar transaction or other change in corporate structure affecting the Shares or the value thereof, such adjustments and other substitutions shall
be made to the Plan and to Awards as the Committee, in its sole discretion, deems equitable or appropriate, including such adjustments in the aggregate number, class and kind of securities that may be
delivered under the Plan and, in the aggregate or to any one Participant, in the number, class, kind and option or exercise price of securities subject to outstanding Awards granted under the Plan
(including, if the Committee deems appropriate, the substitution of similar options to purchase the shares of, or other awards denominated in the shares of, another company) as the Committee may
determine to be appropriate in its sole discretion; provided, however, that the number of Shares subject to any Award shall always be a whole number.

12.3.  Transferability
of Awards. Unless otherwise authorized by the Committee in an Award Agreement, no Award and no Shares subject to Awards described in Section 8
that have not been issued or as to which any applicable restriction, performance or deferral period has not lapsed, may be sold, assigned, transferred, pledged or otherwise encumbered, other than by
will or the laws of descent and distribution or pursuant to qualified domestic relations order (as defined by the Code), and such Award may be exercised during the life of the Participant only by the
Participant or the Participant's guardian or legal representative.

12.4.  Termination
of Employment. The Committee shall determine and set forth in each Award Agreement whether any Awards granted in such Award Agreement will continue to be
exercisable, and the terms of such exercise, on and after the date that a Participant ceases to be employed by or to provide services to the Company or any Affiliate, whether by reason of death,
disability, voluntary or involuntary termination of employment or services, or otherwise. The date of termination of a Participant's employment or services will be determined by the Committee, which
determination will be final.

12.5.  Deferral;
Dividend Equivalents. The Committee shall be authorized to establish procedures pursuant to which the payment of any Award may be deferred. Subject to the
provisions of the Plan and any Award Agreement, the recipient of an Award (including any deferred Award) may, if so determined by the Committee, be entitled to receive, currently or on a deferred
basis, cash, stock or other property dividends, or cash payments in amounts equivalent to cash, stock or other property dividends on Shares with respect to the number of Shares covered by the Award,
as determined by the

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Committee,
in its sole discretion, and the Committee may provide that such amounts (if any) shall be deemed to have been reinvested in additional Shares or otherwise reinvested.

13.1.  Tax
Withholding. The Company shall have the right to make all payments or distributions pursuant to the Plan to a Participant (any such person, a "Payee") net of any
applicable Federal, State and local taxes required to be paid or withheld as a result of (a) the grant of any Award, (b) the exercise of an Option or Stock Appreciation Rights,
(c) the delivery of Shares or cash, (d) the lapse of any restrictions in connection with any Award or (e) any other event occurring pursuant to the Plan. The Company or any
Affiliate shall have the right to withhold from wages or other amounts otherwise payable to such Payee such withholding taxes as may be required by law, or to otherwise require the Payee to pay such
withholding taxes. If the Payee shall fail to make such tax payments as are required, the Company or 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 such Payee or to take such other action as may be necessary to satisfy such withholding obligations. The Committee shall be authorized to establish procedures
for election by Participants to satisfy such obligation for the payment of such taxes by tendering previously acquired Shares (either actually or by attestation, valued at their then Fair Market
Value) that have been owned for a period of at least six months (or such other period to avoid accounting charges against the Company's earnings), or by directing the Company to retain Shares (up to
the employee's minimum required tax withholding rate) otherwise deliverable in connection with the Award.

13.2.  Right
of Discharge Reserved; Claims to Awards. Nothing in the Plan nor the grant of an Award hereunder shall confer upon any Employee, Director, consultant or advisor
the right to continue in the employment or service of the Company or any Affiliate or affect any right that the Company or any Affiliate may have to terminate the employment or service of (or to
demote or to exclude from future Awards under the Plan) any such Employee, Director, consultant or advisor at any time for any reason. Except as specifically provided by the Committee, the Company
shall not be liable for the loss of existing or potential profit from an Award granted in the event of termination of an employment or other relationship. No Employee or Participant shall have any
claim to be granted any Award under the Plan, and there is no obligation for uniformity of treatment of Employees or Participants under the Plan.

13.3.  Prospective
Recipient. The prospective recipient of any Award under the Plan shall not, with respect to such Award, be deemed to have become a Participant, or to have
any rights with respect to such Award, until and unless such recipient shall have executed an agreement or other instrument evidencing the Award and delivered a copy thereof to the Company, and
otherwise complied with the then applicable terms and conditions.

13.4.  Cancellation
of Award. Notwithstanding anything to the contrary contained herein, all outstanding Awards granted to any Participant shall be canceled if the
Participant, without the consent of the Company, while employed by the Company or any Affiliate or after termination of such employment or service, establishes a relationship with a competitor of the
Company or any Affiliate or engages in activity that is in conflict with or adverse to the interest of the Company or any Affiliate, as determined by the Committee in its sole discretion.

13.5.  Stop
Transfer Orders. All certificates for Shares delivered under the Plan pursuant to any Award shall be subject to such stop-transfer orders and other
restrictions as the Committee may deem advisable under the rules, regulations and other requirements of the Securities and Exchange Commission, any stock exchange upon which the Shares are then
listed, and any applicable federal or state securities law, and the Committee may cause a legend or legends to be put on any such certificates to make appropriate reference to such restrictions.

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13.6.  Nature
of Payments. All Awards made pursuant to the Plan are in consideration of services performed or to be performed for the Company or any Affiliate, division or
business unit of the Company. Any income or gain realized pursuant to Awards under the Plan and any Stock Appreciation Rights constitute a special incentive payment to the Participant and shall not be
taken into account, to the extent permissible under applicable law, as compensation for purposes of any of the employee benefit plans of the Company or any Affiliate except as may be determined by the
Committee or by the Board or board of directors of the applicable Affiliate.

13.7.  Other
Plans. Nothing contained in the Plan shall prevent the Board from adopting other or additional compensation arrangements, subject to stockholder approval if such
approval is required; and such arrangements may be either generally applicable or applicable only in specific cases.

13.8.  Severability.
If any provision of the Plan shall be held unlawful or otherwise invalid or unenforceable in whole or in part by a court of competent jurisdiction, such
provision shall (a) be deemed limited to the extent that such court of competent jurisdiction deems it lawful, valid and/or enforceable and as so limited shall remain in full force and effect,
and (b) not affect any other provision of the Plan or part thereof, each of which shall remain in full force and effect. If the making of any payment or the provision of any other benefit
required under the Plan shall be held unlawful or otherwise invalid or unenforceable by a court of competent jurisdiction, such unlawfulness, invalidity or unenforceability shall not prevent any other
payment or benefit from being made or provided under the Plan, and if the making of any payment in full or the provision of any other benefit required under the Plan in full would be unlawful or
otherwise invalid or unenforceable, then such unlawfulness, invalidity or unenforceability shall not prevent such payment or benefit from being made or provided in part, to the extent that it would
not be unlawful, invalid or unenforceable, and the maximum payment or benefit that would not be unlawful, invalid or unenforceable shall be made or provided under the Plan.

13.9.  Construction.
All references in the Plan to "Section or "Sections," are intended to refer to the Section or Sections, as the case may be, of the Plan. As used in the
Plan, the words "include" and "including," and variations thereof, shall not be deemed to be terms of limitation, but rather shall be deemed to be followed by the words "without limitation."

13.10.  Unfunded
Status of the Plan. The Plan is intended to constitute an "unfunded" plan for incentive and deferred compensation. With respect to any payments not yet made
to a Participant by the Company, nothing contained herein shall give any such Participant any rights that are greater than those of a general creditor of the Company. In its sole discretion, the
Committee may authorize the creation of trusts or other arrangements to meet the obligations created under the Plan to deliver the Shares or payments in lieu of or with respect to Awards hereunder;
provided, however, that the existence of such trusts or other arrangements is consistent with the unfunded status of the Plan.

13.11.  Governing
Law. The Plan and all determinations made and actions taken thereunder, to the extent not otherwise governed by the Code or the laws of the United States,
shall be governed by the laws of the State of Delaware and construed accordingly.

13.12.  Effective
Date of Plan; Termination of Plan. The Plan shall be effective on the date of the approval of the Plan by the holders of a majority of the shares entitled
to vote at a duly constituted meeting of the stockholders of the Company. The Plan shall be null and void and of no effect if the foregoing condition is not fulfilled and in such event each Award
shall, notwithstanding any of the preceding provisions of the Plan, be null and void and of no effect. Awards may be granted under the Plan at any time and from time to time on or prior to the fifth
anniversary of the effective date of the Plan, on which date the Plan will expire except as to Awards then outstanding under the Plan. Such outstanding Awards shall remain in effect until they have
been exercised or terminated, or have expired.

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13.13.  Foreign
Employees. Awards may be granted to Participants who are foreign nationals or employed outside the United States, or both, on such terms and conditions
different from those applicable to Awards to Participants employed in the United States as may, in the judgment of the Committee, be necessary or desirable in order to recognize differences in local
law or tax policy. The Committee also may impose conditions on the exercise or vesting of Awards in order to minimize the Company's obligation with respect to tax equalization for Employees on
assignments outside their home country.

13.14.  Captions.
The captions in the Plan are for convenience of reference only, and are not intended to narrow, limit or affect the substance or interpretation of the
provisions contained herein.

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