Exhibit 10.1


                            2006 STOCK INCENTIVE PLAN


                                Table of Contents


Article I....................................................................2
  1.1    Purpose.............................................................2
  1.2    Administration......................................................2
  1.3    Persons Eligible for Awards.........................................3
  1.4    Types of Awards Under Plan..........................................3
  1.5    Shares Available for Awards.........................................3
  1.6    Definitions of Certain Terms........................................4
Article II...................................................................6
  2.1    Agreements Evidencing Awards........................................6
  2.2    Grant of Stock Options, Stock Appreciation Rights and
         Dividend Equivalent Rights..........................................6
  2.3    Exercise of Options and Stock Appreciation Rights...................8
  2.4    Termination of Employment; Death....................................9
  2.5    Grant of Restricted Stock...........................................9
  2.6    Grant of Restricted Stock Units....................................10
  2.7    Other Stock-Based Awards...........................................11
  2.8    Right of Recapture.................................................11
Article III.................................................................11
  3.1    Amendment of the Plan; Modification of Awards......................11
  3.2    Tax Withholding....................................................12
  3.3    Restrictions.......................................................12
  3.4    Nonassignability...................................................13
  3.5    Requirement of Notification of Election Under Section 83(b)
         of the Code........................................................13
  3.6    Requirement of Notification Upon Disqualifying Disposition
         Under Section 421(b) of the Code...................................13
  3.7    Certain Changes....................................................14
  3.8    Right of Discharge Reserved........................................14
  3.9    Limitations Imposed by Section 162(m)..............................14
  3.10   Nature of Payments.................................................15
  3.11   Non-Uniform Determinations.........................................15
  3.12   Other Payments or Awards...........................................16
  3.13   Deferred Compensation..............................................16
  3.14   Restriction on Issuance of Stock Pursuant to Awards................16
  3.15   Section Headings...................................................16
  3.16   Effective Date and Term of Plan....................................16
  3.17   Governing Law......................................................16


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                                    Article I
                                     General

1.1  Purpose

      The purpose of the Mobius Management Systems, Inc. 2006 Stock Incentive
Plan (the "Plan") is to provide for officers, other employees, and directors of,
and consultants to, Mobius Management Systems, Inc. (the "Company") an incentive
(a) to enter into and remain in the service of the Company, (b) to enhance the
long-term performance of the Company, and (c) to acquire a proprietary interest
in the success of the Company.

1.2  Administration

      1.2.1 Subject to Section 1.2.6, the Plan shall be administered by the
Stock Option Committee (the "Committee") of the board of directors of the
Company (the "Board"), which shall consist of not less than two directors. The
members of the Committee shall be appointed by, and serve at the pleasure of,
the Board. While it is intended that to the extent required for transactions
under the Plan to qualify for the exemptions available under Section 162(m) of
the Internal Revenue Code of 1986 (the "Code") and Rule 16b-3 ("Rule 16b-3")
promulgated under the Securities Exchange Act of 1934 (the "1934 Act"), the
members of the Committee shall be "non-employee directors" within the meaning of
Rule 16b-3, the fact that the Committee is not so comprised will not invalidate
any grant hereunder that otherwise satisfies the terms of the Plan.

      1.2.2 The Committee shall have the authority (a) to exercise all of the
powers granted to it under the Plan, (b) to construe, interpret and implement
the Plan and any Plan Agreements executed pursuant to Section 2.1, (c) to
prescribe, amend and rescind rules and regulations relating to the Plan,
including rules governing its own operations, (d) to make all determinations
necessary or advisable in administering the Plan, (e) to correct any defect,
supply any omission and reconcile any inconsistency in the Plan, and (f) to
amend the Plan to reflect changes in applicable law.

      1.2.3 Actions of the Committee shall be taken by the vote of a majority of
its members. Any action may be taken by a written instrument signed by a
majority of the Committee members, and action so taken shall be fully as
effective as if it had been taken by a vote at a meeting. Notwithstanding the
foregoing or any other provision of the Plan, the Committee may delegate to one
or more officers of the Company the authority to designate the individuals
(other than such officer(s)), among those eligible to receive awards pursuant to
the terms of the Plan, who will receive rights or options under the Plan and the
size of each grant, to the fullest extent permitted by Section 157 of the
Delaware General Corporation Law (or any successor provision thereto), provided
that the Committee shall itself grant awards to those individuals who could
reasonably be considered to be subject to the provisions of Section 16 of the
1934 Act or whose awards could reasonably be expected to be subject to the
deduction limitations of Section 162(m) of the Code (as defined in Section
1.6.2).

      1.2.4 The determination of the Committee on all matters relating to the
Plan or any Plan Agreement shall be final, binding and conclusive.


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      1.2.5 No member of the Committee shall be liable for any action or
determination made in good faith with respect to the Plan or any award
thereunder.

      1.2.6 Notwithstanding anything to the contrary contained herein: (a) until
the Board shall appoint the members of the Committee, the Plan shall be
administered by the Board; and (b) the Board may, in its sole discretion, at any
time and from time to time, resolve to administer the Plan. In either of the
foregoing events, the Board shall have all of the authority and responsibility
granted to the Committee herein.

1.3  Persons Eligible for Awards

      Awards under the Plan may be made to such directors, officers and other
employees of the Company and its subsidiaries (including prospective employees
conditioned on their becoming employees), and to such consultants to the Company
and its subsidiaries (collectively, "key persons") as the Committee shall in its
discretion select.

1.4  Types of Awards Under Plan

      Awards may be made under the Plan in the form of (a) incentive stock
options, (b) nonqualified stock options, (c) stock appreciation rights, (d)
dividend equivalent rights, (e) restricted stock, (f) restricted stock units and
(g) other stock-based awards, all as more fully set forth in Article II. The
term "award" means any of the foregoing. No incentive stock option may be
granted to a person who is not an employee of the Company on the date of grant.

1.5  Shares Available for Awards

      1.5.1 The total number of shares of Common Stock of the Company, par value
$0.0001 per share ("Common Stock"), which may be transferred pursuant to awards
granted under the Plan (the "share limit") shall be 1,252,661 shares, subject to
the following provisions of this Section 1.5. As of any January 1 after the date
the Plan was approved by the Company's stockholders, the Board in its discretion
may increase the share limit by a number that is no more than 1% of the total
number of shares of common stock issued and outstanding at such date. In
addition, any Shares that become available for grant under the Company's 1996
Stock Incentive Plan after the Plan is adopted by the Board shall be available
for grant under this Plan. Notwithstanding the foregoing, no more than 1,252,661
shares of Common Stock may be transferred upon the exercise of incentive stock
options.

      1.5.2 Shares transferred pursuant to awards granted under the Plan may be
authorized but unissued Common Stock or authorized and issued Common Stock held
in the Company's treasury or acquired by the Company for the purposes of the
Plan. The Committee may direct that any stock certificate evidencing shares
issued pursuant to the Plan shall bear a legend setting forth such restrictions
on transferability as may apply to such shares pursuant to the Plan.

      1.5.3 The total number of shares of Common Stock with respect to which
awards may be granted to any individual during any one calendar year shall not
exceed 900,000 shares. Stock options and stock appreciation rights granted and
subsequently canceled or deemed to be canceled in a calendar year count against
this limit even after their cancellation.

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      1.5.4 Subject to any required action by the shareholders of the Company,
the number of shares of Common Stock covered by each outstanding award, the
number of shares of Common Stock available for awards, the annual individual
limit on shares with respect to which awards may be granted and the price per
share of Common Stock covered by each outstanding award shall be proportionately
adjusted for any increase or decrease in the number of issued shares of Common
Stock resulting from a stock split, reverse stock split, stock dividend,
combination or reclassification of the Common Stock, or any other increase or
decrease in the number of issued shares of Common Stock effected without receipt
of consideration by the Company; provided, however, that conversion of any
convertible securities of the Company shall not be deemed to have been "effected
without receipt of consideration." Such adjustment shall be made by the
Committee, whose determination in that respect shall be final, binding and
conclusive. Except as expressly provided herein, no issuance by the Company of
shares of stock of any class, or securities convertible into shares of stock of
any class, shall affect, and no adjustment by reason thereof shall be made with
respect to, the number or price of shares of Common Stock subject to an award.


1.6  Definitions of Certain Terms

      1.6.1 The "Fair Market Value" of a share of Common Stock on any day shall
be determined as follows.

            (a) If the principal market for the Common Stock (the "Market") is a
national securities exchange or the National Association of Securities Dealers
Automated Quotation System ("NASDAQ") National Market, the last sale price or,
if no reported sales take place on the applicable date, the average of the high
bid and low asked price of Common Stock as reported for such Market on such date
or, if no such quotation is made on such date, on the next preceding day on
which there were quotations, provided that such quotations shall have been made
within the ten (10) business days preceding the applicable date;

            (b) If the Market is the NASDAQ National List, the NASDAQ
Supplemental List or another market, the average of the high bid and low asked
price for Common Stock on the applicable date, or, if no such quotations shall
have been made on such date, on the next preceding day on which there were
quotations, provided that such quotations shall have been made within the ten
(10) business days preceding the applicable date; or,

            (c) In the event that neither paragraph (a) nor (b) shall apply, the
Fair Market Value of a share of Common Stock on any day shall be determined in
good faith by the Committee.

      1.6.2 The term "incentive stock option" means an option that is intended
to qualify for special federal income tax treatment pursuant to sections 421 and
422 of the Code, as now constituted or subsequently amended, or pursuant to a
successor provision of the Code, and which is so designated in the applicable
Plan Agreement. Any option that is not specifically designated as an incentive
stock option shall under no circumstances be considered an incentive stock
option. Any option that is not an incentive stock option is referred to herein
as a "nonqualified stock option."


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<PAGE>

      1.6.3 The term "employment" means, in the case of a grantee of an award
under the Plan who is not an employee of the Company, the grantee's association
with the Company as a director, consultant or otherwise.

      1.6.4 A grantee shall be deemed to have a "termination of employment" upon
ceasing to be employed by the Company and all of its subsidiaries or by a
corporation assuming awards in a transaction to which section 425(a) of the Code
applies. The Committee may in its discretion determine (a) whether any leave of
absence constitutes a termination of employment for purposes of the Plan, (b)
the impact, if any, of any such leave of absence on awards theretofore made
under the Plan, and (c) when a change in a non-employee's association with the
Company constitutes a termination of employment for purposes of the Plan. Such
determinations of the Committee shall be final, binding and conclusive.

      1.6.5 The term "cause" in connection with a termination of employment for
cause shall mean:

            (a) to the extent that there is an employment, severance or other
agreement governing the relationship between the grantee and the Company or a
Company subsidiary, which agreement contains a definition of "cause," cause
shall consist of those acts or omissions that would constitute "cause" under
such agreement; and otherwise,

            (b) the grantee's termination of employment by the Company or a
subsidiary on account of any one or more of the following:

            (i)      grantee's willful and intentional repeated failure or
                 refusal, continuing after notice that specifically identifies
                 the breach(es) complained of, to perform substantially his or
                 her material duties, responsibilities and obligations (other
                 than a failure resulting from grantee's incapacity due to
                 physical or mental illness or other reasons beyond the control
                 of grantee), and which failure or refusal results in
                 demonstrable direct and material injury to the Company;

            (ii)     any willful and intentional act or failure to act involving
                 fraud, misrepresentation, theft, embezzlement, dishonesty or
                 moral turpitude (collectively, "Fraud") which results in
                 demonstrable direct and material injury to the Company; and

            (iii)    conviction of (or a plea of nolo contendere to) an offense
                 which is a felony in the jurisdiction involved or which is a
                 misdemeanor in the jurisdiction involved but which involves
                 Fraud.

Any rights the Company may have hereunder in respect of the events giving rise
to cause shall be in addition to the rights the Company may have under any other
agreement with a grantee or at law or in equity. Any determination of whether a
grantee's employment is (or is deemed to have been) terminated for cause for
purposes of the Plan or any award hereunder shall be made by the Committee in
its discretion. If, subsequent to a grantee's voluntary termination of
employment or involuntary termination of employment without cause, it is
discovered that the grantee's employment could have been terminated for cause,
the Committee may deem such grantee's employment to have been terminated for
cause. A grantee's

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termination of employment for cause shall be effective as of the date of the
occurrence of the event giving rise to cause, regardless of when the
determination of cause is made.


                                   Article II
                              Awards Under the Plan

2.1 Agreements Evidencing Awards

      Each award granted under the Plan shall be evidenced by a written
agreement ("Plan Agreement") which shall contain such provisions as the
Committee in its discretion deems necessary or desirable. By accepting an award
pursuant to the Plan, a grantee thereby agrees that the award shall be subject
to all of the terms and provisions of the Plan and the applicable Plan
Agreement.

2.2 Grant of Stock Options, Stock Appreciation Rights and Dividend Equivalent
Rights

      2.2.1 The Committee may grant incentive stock options and nonqualified
stock options (collectively, "options") to purchase shares of Common Stock from
the Company, to such key persons, in such amounts and subject to such terms and
conditions, as the Committee shall determine in its discretion, subject to the
provisions of the Plan.

      2.2.2 The Committee may grant stock appreciation rights to such key
persons, and in such amounts and subject to such terms and conditions, as the
Committee shall determine in its discretion, subject to the provisions of the
Plan. Stock appreciation rights may be granted in connection with all or any
part of, or independently of, any option granted under the Plan. A stock
appreciation right granted in connection with a non-qualified stock option may
be granted at or after the time of grant of such option. A stock appreciation
right granted in connection with an incentive stock option may be granted only
at the time of grant of such option.

      2.2.3 The grantee of a stock appreciation right shall have the right,
subject to the terms of the Plan and the applicable Plan Agreement, to receive
from the Company an amount equal to (a) the excess of the Fair Market Value of a
share of Common Stock on the date of exercise of the stock appreciation right
over (b) the exercise price of such right (the "SAR exercise price") determined
by the Committee at the time of the award (or over the option exercise price if
the stock appreciation right is granted in connection with an option),
multiplied by (c) the number of shares with respect to which the stock
appreciation right is exercised. Payment upon exercise of a stock appreciation
right shall be in cash or in shares of Common Stock (valued at their Fair Market
Value on the date of exercise of the stock appreciation right) or both, all as
the Committee shall determine in its discretion. Upon the exercise of a stock
appreciation right granted in connection with an option, the number of shares
subject to the option shall be correspondingly reduced by the number of shares
with respect to which the stock appreciation right is exercised. Upon the
exercise of an option in connection with which a stock appreciation right has
been granted, the number of shares subject to the stock appreciation right shall
be correspondingly reduced by the number of shares with respect to which the
option is exercised.


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      2.2.4 Each Plan Agreement with respect to an option shall set forth the
amount (the "option exercise price") payable by the grantee to the Company upon
exercise of the option evidenced thereby. The option exercise price per share
shall be determined by the Committee in its discretion; provided, however, that
the option exercise price shall be at least 100% of the Fair Market Value of a
share of Common Stock on the date the option is granted and provided further
that in no event shall the option exercise price be less than the par value of a
share of Common Stock. Each Plan Agreement with respect to a stock appreciation
right shall set forth the SAR exercise price per share, which shall be
determined by the Committee in its discretion; provided, however, that the SAR
exercise price shall be at least 100% of the Fair Market Value of a share of
Common Stock on the date the stock appreciation right is granted.

      2.2.5 Each Plan Agreement with respect to an option or stock appreciation
right shall set forth the periods during which the award evidenced thereby shall
be exercisable, whether in whole or in part. Such periods shall be determined by
the Committee in its discretion; provided, however, that no incentive stock
option (or a stock appreciation right granted in connection with an incentive
stock option) shall be exercisable more than 10 years after the date of grant.

      2.2.6 To the extent that the aggregate Fair Market Value (determined as of
the time the option is granted) of the stock with respect to which incentive
stock options granted under this Plan and all other plans of the Company and any
subsidiary are first exercisable by any employee during any calendar year shall
exceed the maximum limit (currently $100,000), if any, imposed from time to time
under section 422 of the Code, such options shall be treated as nonqualified
stock options.

      2.2.7 Notwithstanding the provisions of Sections 2.2.4 and 2.2.5, to the
extent required under section 422 of the Code an incentive stock option may not
be granted under the Plan to an individual who, at the time the option is
granted, owns stock possessing more than 10% of the total combined voting power
of all classes of stock of his employer corporation or of its parent or
subsidiary corporations (as such ownership may be determined for purposes of
section 422(b)(6) of the Code) unless (a) at the time such incentive stock
option is granted the option exercise price is at least 110% of the Fair Market
Value of the shares subject thereto and (b) the incentive stock option by its
terms is not exercisable after the expiration of 5 years from the date it is
granted.

      2.2.8 The Committee may in its discretion include in any Plan Agreement
with respect to an option (the "original option") a provision that an additional
option (the "additional option") shall be granted to any grantee who, pursuant
to Section 2.3.3(b), delivers shares of Common Stock in partial or full payment
of the exercise price of the original option. The additional option shall be for
a number of shares of Common Stock equal to the number thus delivered, shall
have an exercise price equal to the Fair Market Value of a share of Common Stock
on the date of exercise of the original option, and shall have an expiration
date no later than the expiration date of the original option. In the event that
a Plan Agreement provides for the grant of an additional option, such Agreement
shall also provide that the exercise price of the original option be no less
than the Fair Market Value of a share of Common Stock on its date of grant, and
that any shares that are delivered pursuant to Section 2.3.3(b) in payment of
such exercise price shall have been held for at least six months.

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      2.2.9 The Committee may in its discretion include in any Plan Agreement
with respect to any award a dividend equivalent right entitling the grantee to
receive amounts equal to the ordinary dividends that would be paid, during the
time such award is outstanding and unexercised, on the shares of Common Stock
covered by such award if such shares were then outstanding. In the event such a
provision is included in a Plan Agreement, the Committee shall determine whether
such payments shall be made in cash, in shares of Common Stock or in another
form, the time or times at which they shall be made, and such other terms and
conditions as the Committee shall deem appropriate. To the extent necessary to
avoid the imposition of tax under section 409A of the Code, such payments shall
not be conditioned upon the exercise of the award to which they relate.

2.3  Exercise of Options and Stock Appreciation Rights

      Subject to the provisions of this Article II, each option or stock
appreciation right granted under the Plan shall be exercisable as follows:

      2.3.1 Unless the applicable Plan Agreement otherwise provides, an option
or stock appreciation right shall become exercisable in five substantially equal
installments, on each of the first, second, third, fourth and fifth
anniversaries of the date of grant, and each installment, once it becomes
exercisable, shall remain exercisable until expiration, cancellation or
termination of the award.

      2.3.2 Unless the applicable Plan Agreement otherwise provides, an option
or stock appreciation right may be exercised from time to time as to all or part
of the shares as to which such award is then exercisable (but, in any event,
only for whole shares). A stock appreciation right granted in connection with an
option may be exercised at any time when, and to the same extent that, the
related option may be exercised. An option or stock appreciation right shall be
exercised by the filing of a written notice with the Company, on such form and
in such manner as the Committee shall in its discretion prescribe.

      2.3.3 Any written notice of exercise of an option shall be accompanied by
payment for the shares being purchased. Such payment shall be made: (a) by
certified or official bank check (or the equivalent thereof acceptable to the
Company) for the full option exercise price; or (b) unless the applicable Plan
Agreement provides otherwise, by delivery of shares of Common Stock acquired at
least six months prior to the option exercise date and having a Fair Market
Value (determined as of the exercise date) equal to all or part of the option
exercise price and a certified or official bank check (or the equivalent thereof
acceptable to the Company) for any remaining portion of the full option exercise
price; or (c) at the discretion of the Committee and to the extent permitted by
law, by such other provision as the Committee may from time to time prescribe.

      2.3.4 Promptly after receiving payment of the full option exercise price,
or after receiving notice of the exercise of a stock appreciation right for
which payment will be made partly or entirely in shares, the Company shall,
subject to the provisions of Section 3.3, deliver to the grantee or to such
other person as may then have the right to exercise the award, a certificate or
certificates for the shares of Common Stock for which the award has been
exercised. If the method of payment employed upon option exercise so requires,
and if applicable law permits, an optionee may direct the Company to deliver the
certificate(s) to the optionee's stockbroker.

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      2.3.5 No grantee of an option or stock appreciation right (or other person
having the right to exercise such award) shall have any of the rights of a
shareholder of the Company with respect to shares subject to such award until
the issuance of a stock certificate to such person for such shares. Except as
otherwise provided in Section 1.5.2, no adjustment shall be made for dividends,
distributions or other rights (whether ordinary or extraordinary, and whether in
cash, securities or other property) for which the record date is prior to the
date such stock certificate is issued.

2.4  Termination of Employment; Death

      2.4.1 Except to the extent otherwise provided in Section 2.4.2 or 2.4.3 or
in the applicable Plan Agreement, all options and stock appreciation rights not
theretofore exercised shall terminate upon termination of the grantee's
employment for any reason (including death).

      2.4.2 If a grantee's employment terminates for any reason other than death
or dismissal for cause, the grantee may exercise any outstanding option or stock
appreciation right on the following terms and conditions: (a) exercise may be
made only to the extent that the grantee was entitled to exercise the award on
the date of employment termination; and (b) exercise must occur within three
months after employment terminates, except that the three-month period shall be
increased to one year if the termination is by reason of disability, but in no
event after the expiration date of the award as set forth in the Plan Agreement.
In the case of an incentive stock option, the term "disability" for purposes of
the preceding sentence shall have the meaning given to it by section 422(c)(7)
of the Code.

      2.4.3 If a grantee dies while employed by the Company or any subsidiary,
or after employment termination but during the period in which the grantee's
awards are exercisable pursuant to Section 2.4.2, any outstanding option or
stock appreciation right shall be exercisable on the following terms and
conditions: (a) exercise may be made only to the extent that the grantee was
entitled to exercise the award on the date of death; and (b) exercise must occur
by the earlier of the first anniversary of the grantee's death or the expiration
date of the award. Any such exercise of an award following a grantee's death
shall be made only by the grantee's executor or administrator, unless the
grantee's will specifically disposes of such award, in which case such exercise
shall be made only by the recipient of such specific disposition. If a grantee's
personal representative or the recipient of a specific disposition under the
grantee's will shall be entitled to exercise any award pursuant to the preceding
sentence, such representative or recipient shall be bound by all the terms and
conditions of the Plan and the applicable Plan Agreement which would have
applied to the grantee including, without limitation, the provisions of Sections
3.3 and 3.7 hereof.

2.5  Grant of Restricted Stock

      2.5.1 The Committee may grant restricted shares of Common Stock to such
key persons, in such amounts, and subject to such terms and conditions as the
Committee shall determine in its discretion, subject to the provisions of the
Plan. Restricted stock awards may be made independently of or in connection with
any other award under the Plan. A grantee of a restricted stock award shall have
no rights with respect to such award unless such grantee accepts the award
within such period as the Committee shall specify by executing a Plan Agreement
in such form as the

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Committee shall determine and, if the Committee shall so require, makes payment
to the Company by certified or official bank check (or the equivalent thereof
acceptable to the Company) in such amount as the Committee may determine.

      2.5.2 Promptly after a grantee accepts a restricted stock award, the
Company shall issue in the grantee's name a certificate or certificates for the
shares of Common Stock covered by the award. Upon the issuance of such
certificate(s), the grantee shall have the rights of a shareholder with respect
to the restricted stock, subject to the nontransferability restrictions and
forfeiture described in Sections 2.5.4 and 2.5.5 and to such other restrictions
and conditions as the Committee in its discretion may include in the applicable
Plan Agreement.

      2.5.3 Unless the Committee shall otherwise determine, any certificate
issued evidencing shares of restricted stock shall remain in the possession of
the Company until such shares are free of any restrictions specified in the
applicable Plan Agreement.

      2.5.4 Shares of restricted stock may not be sold, assigned, transferred,
pledged or otherwise encumbered or disposed of except as specifically provided
in this Plan or the applicable Plan Agreement. The Committee at the time of
grant shall specify the date or dates (which may depend upon or be related to
the attainment of performance goals and other conditions) on which the
nontransferability of the restricted stock shall lapse. Unless the applicable
Plan Agreement provides otherwise, additional shares of Common Stock or other
property distributed to the grantee in respect of shares of restricted stock, as
dividends or otherwise, shall be subject to the same restrictions applicable to
such restricted stock.

      2.5.5 Except as may otherwise be provided by the Committee at any time
prior to a grantee's termination of employment, if a grantee terminates
employment for any reason (including death), all of the employee's unvested
shares of restricted stock shall immediately be forfeited. All dividends paid on
such shares also shall be forfeited.

2.6  Grant of Restricted Stock Units

      2.6.1 The Committee may grant awards of restricted stock units to such key
persons, in such amounts, and subject to such terms and conditions as the
Committee shall determine in its discretion, subject to the provisions of the
Plan. Restricted stock units may be awarded independently of or in connection
with any other award under the Plan.

      2.6.2 At the time of grant, the Committee shall specify the date or dates
on which the restricted stock units shall become fully vested and
nonforfeitable, and may specify such conditions to vesting as it deems
appropriate. In the event of the termination of the grantee's employment by the
Company and its subsidiaries for any reason, restricted stock units that have
not become nonforfeitable shall be forfeited and cancelled. The Committee at any
time may accelerate vesting dates and otherwise waive or amend any conditions of
an award of restricted stock units.

      2.6.3 At the time of grant, the Committee shall specify the maturity date
applicable to each grant of restricted stock units. Such date may be later than
the vesting date or dates of the award. On the maturity date, the Company shall


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transfer to the grantee one unrestricted, fully transferable share of Common
Stock for each restricted stock unit scheduled to be paid out on such date and
that has not been previously forfeited. The Committee shall specify the purchase
price, if any, to be paid by the grantee to the Company for such shares of
Common Stock.

2.7  Other Stock-Based Awards

      The Board may authorize other types of stock-based awards, which the
Committee may grant to such key persons, in such amounts and subject to such
terms and conditions, as the Committee shall in its discretion determine,
subject to the provisions of the Plan. Such awards may entail the transfer of
actual shares of Common Stock to Plan participants, or payment in cash or
otherwise of amounts based on the value of shares of Common Stock.


2.8  Right of Recapture

      2.8.1 If at any time within one year after the date on which a participant
exercises an option or stock appreciation right, or on which restricted stock
vests, or which is the maturity date of restricted stock units, or on which
income is realized by a participant in connection with any other stock-based
award (each of which events is a "Realization Event"), the participant (a) is
terminated for cause or (b) engages in any activity determined in the discretion
of the Committee to be in competition with any activity of the Company, or
otherwise inimical, contrary or harmful to the interests of the Company
(including, but not limited to, accepting employment with or serving as a
consultant, adviser or in any other capacity to an entity that is in competition
with or acting against the interests of the Company), then any gain ("Gain")
realized by the participant from the Realization Event shall be paid by the
participant to the Company upon notice from the Company. Such Gain shall be
determined as of the date of the Realization Event, without regard to any
subsequent change in the Fair Market Value of a share of Common Stock. The
Company shall have the right to offset such Gain against any amounts otherwise
owed to the participant by the Company (whether as wages, vacation pay, or
pursuant to any benefit plan or other compensatory arrangement).

                                   Article III
                                  Miscellaneous

3.1  Amendment of the Plan; Modification of Awards

      3.1.1 The Board may from time to time suspend, discontinue, revise or
amend the Plan in any respect whatsoever, except that no such amendment shall
materially impair any rights or materially increase any obligations under any
award theretofore made under the Plan without the consent of the grantee (or,
after the grantee's death, the person having the right to exercise the award).
For purposes of this Section 3.1, any action of the Board or the Committee that
alters or affects the tax treatment of any award shall not be considered to
materially impair any rights of any grantee or that in the sole discretion of
the Board is necessary to prevent an award from being subject to tax under
Section 409A of the Code shall not be considered to materially impair any rights
of any grantee.

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      3.1.2 Stockholder approval shall be required with respect to any amendment
to the Plan (i) which increases the aggregate number of shares which may be
issued pursuant to incentive stock options or changes the class of employees
eligible to receive such options, (ii) to the extent required by stock exchange
rules or (iii) to the extent the Board determines that stockholder approval is
necessary to enable awards under the Plan to comply with Sections 422 or 162(m)
of the Code.

      3.1.3 The Committee may amend any outstanding Plan Agreement, including,
without limitation, by amendment which would (a) accelerate the time or times at
which the award becomes unrestricted or may be exercised, or (b) waive or amend
any goals, restrictions or conditions set forth in the Agreement. However, any
such amendment that materially impairs the rights or materially increases the
obligations of a grantee under an outstanding award shall be made only with the
consent of the grantee (or, after the grantee's death, the person having the
right to exercise the award).

3.2  Tax Withholding

      3.2.1 With Respect to Cash Payments. Whenever cash is to be paid pursuant
            -----------------------------
to an award under the Plan, the Company shall be entitled to deduct therefrom an
amount sufficient in its opinion to satisfy all federal, state and other
governmental tax withholding requirements related to such payment.

      3.2.2 With Respect to Delivery of Common Stock. Whenever shares of Common
            ----------------------------------------
Stock are to be delivered pursuant to an award under the Plan, the Company shall
be entitled to require as a condition of delivery that the grantee remit to the
Company an amount sufficient in the opinion of the Company to satisfy all
federal, state and other governmental tax withholding requirements related
thereto. With the approval of the Committee, which the Committee shall have sole
discretion whether or not to give, the grantee may satisfy the foregoing
condition by electing to have the Company withhold from delivery shares having a
value equal to the amount of tax to be withheld. Such shares shall be valued at
their Fair Market Value as of the date on which the amount of tax to be withheld
is determined. Fractional share amounts shall be settled in cash. Such a
withholding election may be made with respect to all or any portion of the
shares to be delivered pursuant to an award.

3.3  Restrictions

      3.3.1 If the Committee shall at any time determine that any Consent (as
hereinafter defined) is necessary or desirable as a condition of, or in
connection with, the granting of any award under the Plan, the issuance or
purchase of shares or other rights thereunder, or the taking of any other action
thereunder (each such action being hereinafter referred to as a "Plan Action"),
then such Plan Action shall not be taken, in whole or in part, unless and until
such Consent shall have been effected or obtained to the full satisfaction of
the Committee.

      3.3.2 The term "Consent" as used herein with respect to any Plan Action
means (a) any and all listings, registrations or qualifications in respect
thereof upon any securities exchange or under any federal, state or local law,
rule or regulation, (b) any and all written agreements and representations by
the grantee with respect to the disposition of shares, or with respect to any
other matter, which the Committee shall deem necessary or desirable to comply
with the terms of any such listing, registration or qualification or to obtain
an exemption from the

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<PAGE>

requirement that any such listing, qualification or registration be made and (c)
any and all consents, clearances and approvals in respect of a Plan Action by
any governmental or other regulatory bodies.

3.4  Nonassignability

      Except to the extent otherwise provided in the applicable Plan Agreement,
no award or right granted to any person under the Plan shall be assignable or
transferable other than by will or by the laws of descent and distribution, and
all such awards and rights shall be exercisable during the life of the grantee
only by the grantee or the grantee's legal representative.

3.5  Requirement of Notification of Election Under Section 83(b) of the Code

      If any grantee shall, in connection with the acquisition of shares of
Common Stock under the Plan, make the election permitted under section 83(b) of
the Code (i.e., an election to include in gross income in the year of transfer
the amounts specified in section 83(b)), such grantee shall notify the Company
of such election within 10 days of filing notice of the election with the
Internal Revenue Service, in addition to any filing and notification required
pursuant to regulations issued under the authority of Code section 83(b).

3.6 Requirement of Notification Upon Disqualifying Disposition Under Section
421(b) of the Code

      Each Plan Agreement with respect to an incentive stock option shall
require the grantee to notify the Company of any disposition of shares of Common
Stock issued pursuant to the exercise of such option under the circumstances
described in section 421(b) of the Code (relating to certain disqualifying
dispositions), within 10 days of such disposition.

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<PAGE>

3.7  Certain Changes

      In the event of (i) a dissolution or liquidation of the Company, (ii) a
sale of all or substantially all of the Company's assets, (iii) a merger or
consolidation involving the Company in which the Company is not the surviving
corporation or (iv) a merger or consolidation involving the Company in which the
Company is the surviving corporation but the holders of shares of Common Stock
receive securities of another corporation and/or other property, including cash,
the Committee shall, in its absolute discretion, have the power to:

            (a) cancel, effective immediately prior to the occurrence of such
event, each option and stock appreciation right (including each dividend
equivalent right related thereto) outstanding immediately prior to such event
(whether or not then exercisable), and, in full consideration of such
cancellation, pay to the grantee to whom such option or stock appreciation right
was granted an amount in cash, for each share of Common Stock subject to such
option or stock appreciation right, respectively, equal to the excess of (x) the
value, as determined by the Committee in its absolute discretion, of the
property (including cash) received by the holder of a share of Common Stock as a
result of such event over (y) the exercise price of such option or stock
appreciation right;

            (b) cause each option and stock appreciation right outstanding
immediately prior to such event to be fully vested and exercisable at least ten
(10) days prior to such event and, immediately prior to the occurrence of such
event, cancel each such option and stock appreciation right that has not been
exercised ; or

            (c) provide for the exchange of each option and stock appreciation
right (including any related dividend equivalent right) outstanding immediately
prior to such event (whether or not then exercisable) for an option on or stock
appreciation right and dividend equivalent right with respect to, as
appropriate, some or all of the property which a holder of the number of shares
of Common Stock subject to such option or stock appreciation right would have
received and, incident thereto, make an equitable adjustment as determined by
the Committee in its absolute discretion in the exercise price of the option or
stock appreciation right, or the number of shares or amount of property subject
to the option, stock appreciation right or dividend equivalent right or, if
appropriate, provide for a cash payment to the grantee to whom such option or
stock appreciation right was granted in partial consideration for the exchange
of the option or stock appreciation right.

3.8  Right of Discharge Reserved

      Nothing in the Plan or in any Plan Agreement shall confer upon any grantee
the right to continue in the employ of the Company or any subsidiary or affect
any right which the Company or any subsidiary may have to terminate such
employment.

3.9  Limitations Imposed by Section 162(m)

      3.9.1 Notwithstanding any other provision hereunder, if and to the extent
that the Committee determines the Company's federal tax deduction in respect of
an

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<PAGE>

award may be limited as a result of section 162(m) of the Code, the Committee
may take the following actions:

            (a) With respect to options, stock appreciation rights or dividend
equivalent rights, the Committee may delay the exercise or payment, as the case
may be, in respect of such options, stock appreciation rights or dividend
equivalent rights until a date that is within 30 days after the grantee's
termination of employment. In the event that a grantee exercises an option, or
stock appreciation right or would receive a payment in respect of a dividend
equivalent right at a time when the grantee is a 162(m) covered employee, and
the Committee determines to delay the exercise or payment, as the case may be,
in respect of any such award, the Committee shall credit cash or, in the case of
an amount payable in Common Stock, the Fair Market Value of the Common Stock,
payable to the grantee to a book account. The grantee shall have no rights in
respect of such book account and the amount credited thereto shall not be
transferable by the grantee other than by will or laws of descent and
distribution. The Committee may credit additional amounts to such book account
as it may determine in its sole discretion. Any book account created hereunder
shall represent only an unfunded, unsecured promise by the Company to pay the
amount credited thereto to the grantee in the future.

            (b) With respect to restricted stock, restricted stock units, or
other equity awards, the Committee may require the grantee to surrender to the
Committee any Plan Agreements with respect to such awards, in order to cancel
the awards of such restricted stock, restricted stock units and/or other equity
awards (and any related dividend equivalent rights). In exchange for such
cancellation, the Committee shall credit to a book account a cash amount equal
to the Fair Market Value of the shares of Common Stock subject to such awards.
The amount credited to the book account shall be paid to the grantee within 30
days after the grantee's termination of employment. The grantee shall have no
rights in respect of such book account and the amount credited thereto shall not
be transferable by the grantee other than by will or laws of descent and
distribution. The Committee may credit additional amounts to such book account
as it may determine in its sole discretion. Any book account created hereunder
shall represent only an unfunded, unsecured promise by the Company to pay the
amount credited thereto to the grantee in the future.

3.10  Nature of Payments

      3.10.1 Any and all grants of awards and issuances of shares of Common
Stock under the Plan shall be in consideration of services performed for the
Company by the grantee.

      3.10.2 All such grants and issuances shall constitute a special incentive
payment to the grantee and shall not be taken into account in computing the
amount of salary or compensation of the grantee for the purpose of determining
any benefits under any pension, retirement, profit-sharing, bonus, life
insurance or other benefit plan of the Company or under any agreement between
the Company and the grantee, unless such plan or agreement specifically provides
otherwise.

3.11  Non-Uniform Determinations

      The Committee's determinations under the Plan need not be uniform and may
be made by it selectively among persons who receive, or are eligible to receive,
awards

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<PAGE>

under the Plan (whether or not such persons are similarly situated). Without
limiting the generality of the foregoing, the Committee shall be entitled, among
other things, to make non-uniform and selective determinations, and to enter
into non-uniform and selective Plan agreements, as to (a) the persons to receive
awards under the Plan, (b) the terms and provisions of awards under the Plan,
and (c) the treatment of leaves of absence pursuant to Section 1.6.4.

3.12  Other Payments or Awards

      Nothing contained in the Plan shall be deemed in any way to limit or
restrict the Company from making any award or payment to any person under any
other plan, arrangement or understanding, whether now existing or hereafter in
effect.

3.13  Deferred Compensation

      The Plan is intended to comply with the requirements of Section 409A of
the Code so as not to be subject to tax under Section 409A, and shall be
interpreted accordingly. After final guidance is issued by the Internal Revenue
Service with respect to Section 409A, the Board will amend the Plan as necessary
to ensure compliance with Section 409A.

3.14  Restriction on Issuance of Stock Pursuant to Awards

      The Company shall not permit any shares of Common Stock to be issued
pursuant to Awards granted under the Plan unless such shares of Common Stock are
fully paid and non-assessable, within the meaning of Section 152 of the Delaware
General Corporation Law, except as otherwise permitted by Section 153(c) of the
Delaware General Corporation Law.

3.15  Section Headings

      The section headings contained herein are for the purpose of convenience
only and are not intended to define or limit the contents of the sections.

3.16  Effective Date and Term of Plan

      The Plan was adopted by the Board on December 27, 2005 and shall be
effective as of the date the Plan is approved by the Company's shareholders.
Unless sooner terminated by the Board, the provisions of the Plan shall
terminate on the fifth anniversary of the adoption of the Plan by the Board, and
no awards shall thereafter be made under the Plan. All awards made under the
Plan prior to its termination shall remain in effect until such awards have been
satisfied or terminated in accordance with the terms and provisions of the Plan
and the applicable Plan Agreements.

3.17  Governing Law

      All rights and obligations under the Plan shall be construed and
interpreted in accordance with the laws of the State of New York, without giving
effect to principles of conflict of laws.


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