Exhibit 10.22
    

    

    

    
      RESOURCES CONNECTION, INC.
2014 PERFORMANCE INCENTIVE PLAN
    

    

    

    
      1.  PURPOSE OF PLAN
    

    
      The purpose of this Resources Connection, Inc. 2014 Performance
      Incentive Plan (this “Plan”) of Resources Connection, Inc.,
      a Delaware corporation (the “Corporation”), is to promote
      the success of the Corporation and to increase stockholder value by
      providing an additional means through the grant of awards to attract,
      motivate, retain and reward selected employees and other eligible
      persons.
    

    
      2.  ELIGIBILITY
    

    
      The Administrator (as such term is defined in Section 3.1) may grant
      awards under this Plan only to those persons that the Administrator
      determines to be Eligible Persons.  An “Eligible
      Person” is any person who is either: (a) an officer (whether or not
      a director) or employee of the Corporation or one of its Subsidiaries;
      (b) a director of the Corporation or one of its Subsidiaries; or (c) an
      individual consultant or advisor who renders or has rendered bona fide
      services (other than services in connection with the offering or sale of
      securities of the Corporation or one of its Subsidiaries in a
      capital-raising transaction or as a market maker or promoter of
      securities of the Corporation or one of its Subsidiaries) to the
      Corporation or one of its Subsidiaries and who is selected to
      participate in this Plan by the Administrator; provided, however, that a
      person who is otherwise an Eligible Person under clause (c) above may
      participate in this Plan only if such participation would not adversely
      affect either the Corporation’s eligibility to use Form S-8 to register
      under the Securities Act of 1933, as amended (the “Securities
      Act”), the offering and sale of shares issuable under this Plan by
      the Corporation or the Corporation’s compliance with any other
      applicable laws.  An Eligible Person who has been granted an award (a
      “participant”) may, if otherwise eligible, be granted additional awards
      if the Administrator shall so determine.  As used herein, “Subsidiary”
      means any corporation or other entity a majority of whose outstanding
      voting stock or voting power is beneficially owned directly or
      indirectly by the Corporation; and “Board” means the Board
      of Directors of the Corporation.
    

    
      3.  PLAN ADMINISTRATION
    

    
      3.1  The Administrator.  This Plan shall be
      administered by and all awards under this Plan shall be authorized by
      the Administrator.  The “Administrator” means the
      Board or one or more committees appointed by the Board or another
      committee (within its delegated authority) to administer all or certain
      aspects of this Plan.  Any such committee shall be comprised solely of
      one or more directors or such number of directors as may be required
      under applicable law.  A committee may delegate some or all of its
      authority to another committee so constituted.  The Board or a committee
      comprised solely of directors may also delegate, to the extent permitted
      by Section 157(c) of the Delaware General Corporation Law and any other
      applicable law, to one or more officers of the Corporation, its powers
      under this Plan (a) to designate the officers and employees of the
      Corporation and its Subsidiaries who will receive grants of awards under
      this Plan, and (b) to determine the number of shares subject to, and the
      other terms and conditions of, such awards.  The Board may delegate
      different levels of authority to different committees with
      administrative and grant authority under this Plan.  Unless otherwise
      provided in the Bylaws of the Corporation or the applicable charter of
      any Administrator: (a) a majority of the members of the acting
      Administrator shall constitute a quorum, and (b) the vote of a majority
      of the members present assuming the presence of a quorum or the
      unanimous written consent of the members of the Administrator shall
      constitute action by the acting Administrator.
    

    
      
        

        

      

      
        
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      With respect to awards intended to satisfy the requirements for
      performance-based compensation under Section 162(m) of the Internal
      Revenue Code of 1986, as amended (the “Code”), this Plan
      shall be administered by a committee consisting solely of two or more
      outside directors (as this requirement is applied under Section 162(m)
      of the Code); provided, however, that the failure to satisfy such
      requirement shall not affect the validity of the action of any committee
      otherwise duly authorized and acting in the matter.  Award grants, and
      transactions in or involving awards, intended to be exempt under Rule
      16b-3 under the Securities Exchange Act of 1934, as amended (the “Exchange
      Act”), must be duly and timely authorized by the Board or a
      committee consisting solely of two or more non-employee directors (as
      this requirement is applied under Rule 16b-3 promulgated under the
      Exchange Act).  To the extent required by any applicable listing agency,
      this Plan shall be administered by a committee composed entirely of
      independent directors (within the meaning of the applicable listing
      agency).
    

    
      3.2  Powers of the Administrator.  Subject to
      the express provisions of this Plan, the Administrator is authorized and
      empowered to do all things necessary or desirable in connection with the
      authorization of awards and the administration of this Plan (in the case
      of a committee or delegation to one or more officers, within the
      authority delegated to that committee or person(s)), including, without
      limitation, the authority to:
    

    
      (a)       determine eligibility and, from among those persons determined
      to be eligible, the particular Eligible Persons who will receive an
      award under this Plan;
    

    
      (b)       grant awards to Eligible Persons, determine the price at which
      securities will be offered or awarded and the number of securities to be
      offered or awarded to any of such persons, determine the other specific
      terms and conditions of such awards consistent with the express limits
      of this Plan, establish the installments (if any) in which such awards
      shall become exercisable or shall vest (which may include, without
      limitation, performance and/or time-based schedules), or determine that
      no delayed exercisability or vesting is required, establish any
      applicable performance targets, and establish the events of termination
      or reversion of such awards;
    

    
      (c)       approve the forms of award agreements (which need not be
      identical either as to type of award or among participants);
    

    
      
        

        

      

      
        
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      (d)       construe and interpret this Plan and any agreements defining
      the rights and obligations of the Corporation, its Subsidiaries, and
      participants under this Plan, further define the terms used in this
      Plan, and prescribe, amend and rescind rules and regulations relating to
      the administration of this Plan or the awards granted under this Plan;
    

    
      (e)      cancel, modify, or waive the Corporation’s rights with respect
      to, or modify, discontinue, suspend, or terminate any or all outstanding
      awards, subject to any required consent under Section 8.6.5;
    

    
      (f)       accelerate or extend the vesting or exercisability or extend
      the term of any or all such outstanding awards (in the case of options,
      within the maximum ten-year term of such awards) in such circumstances
      as the Administrator may deem appropriate (including, without
      limitation, in connection with a termination of employment or services
      or other events of a personal nature) subject to any required consent
      under Section 8.6.5;
    

    
      (g)       amend awards within the maximum parameters of this Plan,
      subject to any consent required under Section 8.6 (and subject to the
      no-repricing provision below);
    

    
      (h)       determine the date of grant of an award, which may be a
      designated date after but not before the date of the Administrator’s
      action (unless otherwise designated by the Administrator, the date of
      grant of an award shall be the date upon which the Administrator took
      the action granting an award);
    

    
      (i)       determine whether, and the extent to which, adjustments are
      required pursuant to Section 7 hereof and authorize the termination,
      conversion, substitution or succession of awards upon the occurrence of
      an event of the type described in Section 7;
    

    
      (j)       acquire or settle (subject to Sections 7 and 8.6) rights under
      awards in cash, stock of equivalent value, or other consideration
      (subject to the no-repricing provision below); and
    

    
      (k)      determine the fair market value of the Common Stock or awards
      under this Plan from time to time and/or the manner in which such value
      will be determined.
    

    
      Notwithstanding the foregoing and except for an adjustment pursuant to
      Section 7.1 or a repricing approved by stockholders, in no case may the
      Administrator (1) amend an outstanding stock option or SAR to reduce the
      exercise price or base price of the award, (2) cancel, exchange, or
      surrender an outstanding stock option or SAR in exchange for cash or
      other awards for the purpose of repricing the award, or (3) cancel,
      exchange, or surrender an outstanding stock option or SAR in exchange
      for an option or SAR with an exercise or base price that is less than
      the exercise or base price of the original award.
    

    
      
        

        

      

      
        
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      3.3  Binding Determinations.  Any action
      taken by, or inaction of, the Corporation, any Subsidiary, or the
      Administrator relating or pursuant to this Plan and within its authority
      hereunder or under applicable law shall be within the absolute
      discretion of that entity or body and shall be conclusive and binding
      upon all persons.  Neither the Board nor any Board committee, nor any
      member thereof or person acting at the direction thereof, shall be
      liable for any act, omission, interpretation, construction or
      determination made in good faith in connection with this Plan (or any
      award made under this Plan), and all such persons shall be entitled to
      indemnification and reimbursement by the Corporation in respect of any
      claim, loss, damage or expense (including, without limitation,
      attorneys’ fees) arising or resulting therefrom to the fullest extent
      permitted by law and/or under any directors and officers liability
      insurance coverage that may be in effect from time to time.
    

    
      3.4  Reliance on Experts.  In making any
      determination or in taking or not taking any action under this Plan, the
      Administrator may obtain and may rely upon the advice of experts,
      including employees and professional advisors to the Corporation.  No
      director, officer or agent of the Corporation or any of its Subsidiaries
      shall be liable for any such action or determination taken or made or
      omitted in good faith.
    

    
      3.5  Delegation.  The Administrator may
      delegate ministerial, non-discretionary functions to individuals who are
      officers or employees of the Corporation or any of its Subsidiaries or
      to third parties.
    

    
      4.  SHARES OF COMMON STOCK SUBJECT TO THE PLAN;
      SHARE LIMITS
    

    
      4.1  Shares Available.  For purposes of this
      Plan, “Common Stock” shall mean the common stock of the Corporation and
      such other securities or property as may become the subject of awards
      under this Plan, or may become subject to such awards, pursuant to an
      adjustment made under Section 7.1. The Corporation may deliver shares of
      the Corporation's authorized but unissued Common Stock or any shares of
      its Common Stock held as treasury shares or any combination thereof.
    

    
      4.2  Share Limits.
    

    
      4.2.1  Overall Share Limit.  The maximum
      number of shares of Common Stock that may be delivered pursuant to
      awards granted to Eligible Persons under this Plan (the “Share
      Limit”) is equal to the sum of the following:
    

    
      (a)       2,400,000 shares of Common Stock, plus
    

    
      (b)       the number of any shares subject to stock options (that are
      not Full-Value Awards) granted under the Corporation’s 1999 Long Term
      Incentive Plan or 2004 Performance Incentive Plan (collectively, the “Prior
      Plans”) and outstanding on the Stockholder Approval Date which
      expire, or for any reason are cancelled or terminated, after the
      Stockholder Approval Date without being exercised; plus
    

    
      
        

        

      

      
        
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      (c)       the number of any shares subject to restricted stock,
      restricted stock unit and other Full-Value Awards granted under any of
      the Prior Plans that are outstanding on the Stockholder Approval Date
      that are forfeited, terminated, cancelled or otherwise reacquired by the
      Corporation without having become vested (with any such shares
      increasing the Share Limit based on the Full-Value Award Ratio specified
      below);
    

    
      provided that in no event shall the Share Limit exceed [___] shares
      (which is the sum of (1) the 2,400,000 shares set forth above, plus (2)
      the aggregate number of shares subject to options previously granted and
      outstanding under the Prior Stock Plans as of the Effective Date, plus
      (3) 2.5 (the Full-Value Award Ratio) times the aggregate number of
      shares of restricted stock, restricted stock unit and other Full-Value
      Awards previously granted and outstanding under the Prior Plans as of
      the Effective Date).
    

    
      4.2.2  Full-Value Awards.  Shares issued
      in respect of any "Full-Value Award" granted under this Plan shall be
      counted against the foregoing Share Limit as 2.5 shares for every one
      share actually issued in connection with such award. (For example, if a
      stock bonus of 100 shares of Common Stock is granted under this Plan,
      250 shares shall be charged against the Share Limit in connection with
      that award). For this purpose, a "Full-Value Award" means
      any award under this Plan that is not a stock option grant or a stock
      appreciation right grant (other than a stock option described in
      Section 5.8).
    

    
      4.2.3  Other Share Limits.  The following
      limits also apply with respect to awards granted under this Plan:
    

    
      (a)       The maximum number of shares of Common Stock that may be
      delivered pursuant to options qualified as incentive stock options
      granted under this Plan is 2,000,000 shares.
    

    
      (b)       The maximum number of shares of Common Stock subject to those
      options and stock appreciation rights that are granted during any
      calendar year to any individual under this Plan is 200,000 shares.
    

    
      (c)       The maximum number of shares of Common Stock that may be
      delivered pursuant to awards granted to non-employee directors under
      this Plan is 250,000 shares.  This limit does not apply, however, to
      shares delivered in respect of compensation earned but deferred.  For
      this purpose, a “non-employee director” is a member of the Board who is
      not an officer or employee of the Corporation or one of its Subsidiaries.
    

    
      (d)       Additional limits with respect to Performance-Based Awards are
      set forth in Section 5.2.3.
    

    
      
        

        

      

      
        
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      4.2.4  Adjustments.  Each of the
      foregoing numerical limits is subject to adjustment as contemplated by
      Section 4.3, Section 7.1, and Section 8.10.
    

    
      4.3  Awards Settled in Cash, Reissue of Awards
      and Shares.  Except as provided in the next sentence, shares
      that are subject to or underlie awards granted under this Plan which
      expire or for any reason are cancelled or terminated, are forfeited,
      fail to vest, or for any other reason are not paid or delivered under
      this Plan shall again be available for subsequent awards under this Plan
      (with any such shares increasing the Share Limit based on the Full-Value
      Award Ratio specified in Section 4.2).  Shares that are exchanged by a
      participant or withheld by the Corporation as full or partial payment in
      connection with any stock option or stock appreciation right granted
      under this Plan, as well as any shares exchanged by a participant or
      withheld by the Corporation or one of its Subsidiaries to satisfy the
      tax withholding obligations related to any stock option or stock
      appreciation right granted under this Plan, shall not be available for
      subsequent awards under this Plan. Shares that are exchanged by a
      participant or withheld by the Corporation as full or partial payment in
      connection with any Full-Value Award granted under this Plan, as well as
      any shares exchanged by a participant or withheld by the Corporation or
      one of its Subsidiaries to satisfy the tax withholding obligations
      related to any Full-Value Award granted under this Plan, shall be
      available for subsequent awards under this Plan, provided that any one
      (1) share so exchanged or withheld in connection with any Full-Value
      Award shall be credited as two and one half (2.5) shares when
      determining the number of shares that shall again become available for
      subsequent awards under this Plan if, upon grant, the shares underlying
      the related Full-Value Award were counted as two and one half shares
      against the Share Limit. Shares repurchased on the open market with the
      proceeds of an exercise or purchase price for an award under this Plan
      shall not be available for subsequent awards under this Plan. To the
      extent that an award granted under this Plan is settled in cash or a
      form other than shares of Common Stock, the shares that would have been
      delivered had there been no such cash or other settlement shall not be
      counted against the shares available for issuance under this Plan (with
      any such shares increasing the Share Limit based on the Full-Value Award
      Ratio specified in Section 4.2). In the event that shares of Common
      Stock are delivered in respect of a dividend equivalent right granted
      under this Plan, the number of shares delivered with respect to the
      award shall be counted against the share limits of this Plan (including,
      for purposes of clarity, the limits of Section 4.2 of this Plan) (For
      purposes of clarity, if 1,000 dividend equivalent rights are granted and
      outstanding when the Corporation pays a dividend, and 50 shares are
      delivered in payment of those rights with respect to that dividend, 125
      shares (after giving effect to the Full-Value Award premium counting
      rules) shall be counted against the share limits of this Plan). To the
      extent that shares of Common Stock are delivered pursuant to the
      exercise of a stock appreciation right or stock option granted under
      this Plan, the number of underlying shares as to which the exercise
      related shall be counted against the applicable share limits under
      Section 4.2, as opposed to only counting the shares issued. (For
      purposes of clarity, if a stock appreciation right relates to 100,000
      shares and is exercised at a time when the payment due to the
      participant is 15,000 shares, 100,000 shares shall be charged against
      the applicable share limits under Section 4.2 with respect to such
      exercise.) Refer to Section 8.10 for application of the foregoing share
      limits with respect to assumed awards. The foregoing adjustments to the
      share limits of this Plan are subject to any applicable limitations
      under Section 162(m) of the Code with respect to awards intended as
      performance-based compensation thereunder.
    

    
      
        

        

      

      
        
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      4.4  Reservation of Shares; No Fractional Shares;
      Minimum Issue.  The Corporation shall at
      all times reserve a number of shares of Common Stock sufficient to cover
      the Corporation’s obligations and contingent obligations to deliver
      shares with respect to awards then outstanding under this Plan
      (exclusive of any dividend equivalent obligations to the extent the
      Corporation has the right to settle such rights in cash).  No fractional
      shares shall be delivered under this Plan.  The Administrator may pay
      cash in lieu of any fractional shares in settlements of awards under
      this Plan.  
    

    
      5.  AWARDS
    

    
      5.1  Type and Form of Awards.  The
      Administrator shall determine the type or types of award(s) to be made
      to each selected Eligible Person.  Awards may be granted singly, in
      combination or in tandem.  Awards also may be made in combination or in
      tandem with, in replacement of, as alternatives to, or as the payment
      form for grants or rights under any other employee or compensation plan
      of the Corporation or one of its Subsidiaries.  The types of awards that
      may be granted under this Plan are (subject, in each case, to the
      no-repricing provisions in Section 3.2):
    

    
      5.1.1  Stock Options.  A stock option
      is the grant of a right to purchase a specified number of shares of
      Common Stock during a specified period as determined by the
      Administrator.  An option may be intended as an incentive stock option
      within the meaning of Section 422 of the Code (an “ISO”) or
      a nonqualified stock option (an option not intended to be an ISO).  The
      award agreement for an option will indicate if the option is intended as
      an ISO; otherwise it will be deemed to be a nonqualified stock
      option.  The maximum term of each option (ISO or nonqualified) shall be
      ten (10) years.  Except in the case of an option granted pursuant to
      Section 8.10, the per share exercise price for each option shall be not
      less than 100% of the fair market value of a share of Common Stock on
      the date of grant of the option (with such fair market value determined
      in accordance with Section 5.6).  When an option is exercised, the
      exercise price for the shares to be purchased shall be paid in full in
      cash or such other method permitted by the Administrator consistent with
      Section 5.5. 
    

    
      5.1.2  Additional Rules Applicable to ISOs.  To
      the extent that the aggregate fair market value (determined at the time
      of grant of the applicable option) of stock with respect to which ISOs
      first become exercisable by a participant in any calendar year exceeds
      $100,000, taking into account both Common Stock subject to ISOs under
      this Plan and stock subject to ISOs under all other plans of the
      Corporation or one of its Subsidiaries (or any parent or predecessor
      corporation to the extent required by and within the meaning of Section
      422 of the Code and the regulations promulgated thereunder), such
      options shall be treated as nonqualified stock options.  In reducing the
      number of options treated as ISOs to meet the $100,000 limit, the most
      recently granted options shall be reduced first.  To the extent a
      reduction of simultaneously granted options is necessary to meet the
      $100,000 limit, the Administrator may, in the manner and to the extent
      permitted by law, designate which shares of Common Stock are to be
      treated as shares acquired pursuant to the exercise of an ISO.  ISOs may
      only be granted to employees of the Corporation or one of its
      subsidiaries (for this purpose, the term “subsidiary” is used as defined
      in Section 424(f) of the Code, which generally requires an unbroken
      chain of ownership of at least 50% of the total combined voting power of
      all classes of stock of each subsidiary in the chain beginning with the
      Corporation and ending with the subsidiary in question).  There shall be
      imposed in any award agreement relating to ISOs such other terms and
      conditions as from time to time are required in order that the option be
      an “incentive stock option” as that term is defined in Section 422 of
      the Code.  No ISO may be granted to any person who, at the time the
      option is granted, owns (or is deemed to own under Section 424(d) of the
      Code) shares of outstanding Common Stock possessing more than 10% of the
      total combined voting power of all classes of stock of the Corporation,
      unless the exercise price of such option is at least 110% of the fair
      market value of the stock subject to the option and such option by its
      terms is not exercisable after the expiration of five years from the
      date such option is granted.
    

    
      
        

        

      

      
        
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      5.1.3  Stock Appreciation Rights.  A
      stock appreciation right or “SAR” is a right to receive a
      payment, in cash and/or Common Stock, equal to the excess of the fair
      market value of a specified number of shares of Common Stock on the date
      the SAR is exercised over the “base price” of the award,
      which base price shall be set forth in the applicable award agreement
      and shall not be less than 100% of the fair market value of a share of
      Common Stock on the date of grant of the SAR.  The maximum term of a SAR
      shall be ten (10) years.
    

    
      5.1.4  Other Awards; Dividend Equivalent Rights.  The
      other types of awards that may be granted under this Plan include: (a)
      stock bonuses, restricted stock, performance stock, stock units, phantom
      stock, or similar rights to purchase or acquire shares, whether at a
      fixed or variable price or ratio related to the Common Stock, upon the
      passage of time, the occurrence of one or more events, or the
      satisfaction of performance criteria or other conditions, or any
      combination thereof; (b) any similar securities with a value derived
      from the value of or related to the Common Stock and/or returns thereon;
      or (c) cash awards.  Dividend equivalent rights may be granted as a
      separate award or in connection with another award under this Plan;
      provided, however, that dividend equivalent rights may not be granted in
      connection with a stock option or SAR granted under this Plan. In
      addition, any dividends and/or dividend equivalents as to the unvested
      portion of a restricted stock award that is subject to performance-based
      vesting requirements or the unvested portion of a stock unit award that
      is subject to performance-based vesting requirements will be subject to
      termination and forfeiture to the same extent as the corresponding
      portion of the award to which they relate.
    

    
      5.2  Section 162(m) Performance-Based Awards.  Without
      limiting the generality of the foregoing, any of the types of awards
      listed in Section 5.1.4 above may be, and options and SARs granted to
      officers and employees ("Qualifying Options" and "Qualifying
      SARS," respectively) typically will be, granted as awards intended
      to satisfy the requirements for "performance-based compensation" within
      the meaning of Section 162(m) of the Code ("Performance-Based
      Awards"). The grant, vesting, exercisability or payment of
      Performance-Based Awards may depend (or, in the case of Qualifying
      Options or Qualifying SARs, may also depend) on the degree of
      achievement of one or more performance goals relative to a
      pre-established targeted level or levels using one or more of the
      Business Criteria set forth below (on an absolute or relative
      (including, without limitation, relative to the performance of other
      companies or upon comparisons of any of the indicators of performance
      relative to other companies) basis) for the Corporation on a
      consolidated basis or for one or more of the Corporation's subsidiaries,
      segments, divisions or business units, or any combination of the
      foregoing. Any Qualifying Option or Qualifying SAR shall be subject only
      to the requirements of Section 5.2.1 and 5.2.3 in order for such award
      to satisfy the requirements for "performance-based compensation" under
      Section 162(m) of the Code. Any other Performance-Based Award shall be
      subject to all of the following provisions of this Section 5.2.
    

    
      
        

        

      

      
        
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      5.2.1  Class; Administrator.  The
      eligible class of persons for Performance-Based Awards under this
      Section 5.2 shall be officers and employees of the Corporation or one of
      its Subsidiaries.  The Administrator approving Performance-Based Awards
      or making any certification required pursuant to Section 5.2.4 must be
      constituted as provided in Section 3.1 for awards that are intended as
      performance-based compensation under Section 162(m) of the Code.
    

    
      5.2.2  Performance Goals.  The
      specific performance goals for Performance-Based Awards (other than
      Qualifying Options and Qualifying SARs) shall be, on an absolute or
      relative basis, established based on one or more of the following
      business criteria (“Business Criteria”) as selected by the
      Administrator in its sole discretion:  earnings per share, cash flow
      (which means cash and cash equivalents derived from either net cash flow
      from operations or net cash flow from operations, financing and
      investing activities), working capital, stock price, total stockholder
      return, gross revenue, revenue growth, gross profit, gross margin,
      operating margin, net margin, operating income (before or after taxes),
      net earnings (before or after interest, taxes, depreciation and/or
      amortization), return on equity or on assets or on net investment, cost
      containment or reduction, new product or service launch, product or
      service development or any combination thereof.  These terms are used as
      applied under generally accepted accounting principles or in the
      financial reporting of the Corporation or of its Subsidiaries.  To
      qualify awards as performance-based under Section 162(m), the applicable
      Business Criterion (or Business Criteria, as the case may be) and
      specific performance goal or goals (“targets”) must be established and
      approved by the Administrator during the first 90 days of the
      performance period (and, in the case of performance periods of less than
      one year, in no event after 25% or more of the performance period has
      elapsed) and while performance relating to such target(s) remains
      substantially uncertain within the meaning of Section 162(m) of the
      Code.  The terms of the Performance-Based Awards may specify the manner,
      if any, in which performance targets shall be adjusted to mitigate the
      unbudgeted impact of material, unusual or nonrecurring gains and losses,
      accounting changes or other extraordinary events not foreseen at the
      time the targets were set unless the Administrator provides otherwise at
      the time of establishing the targets.  The applicable performance
      measurement period may not be less than three months nor more than 10
      years.
    

    
      
        

        

      

      
        
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      5.2.3  Form of Payment; Maximum Performance-Based
      Award.  Grants or awards under this Section 5.2 may be
      paid in cash or shares of Common Stock or any combination thereof.
      Grants of Qualifying Options and Qualifying SARs to any one participant
      in any one calendar year shall be subject to the limit set forth in
      Section 4.2(b). The maximum number of shares of Common Stock which may
      be subject to Performance-Based Awards (including Performance-Based
      Awards payable in shares of Common Stock and Performance-Based Awards
      payable in cash where the amount of cash payable upon or following
      vesting of the award is determined with reference to the fair market
      value of a share of Common Stock at such time) that are granted to any
      one participant in any one calendar year shall not exceed 1,000,000
      shares, either individually or in the aggregate, subject to adjustment
      as provided in Section 7.1; provided that this limit shall not apply to
      Qualifying Options and Qualifying SARs (which are covered by the limit
      of Section 4.2(b)). The aggregate amount of compensation to be paid to
      any one participant in respect of all Performance-Based Awards payable
      only in cash (excluding cash awards covered by the preceding sentence
      where the cash payment is determined with reference to the fair market
      value of a share of Common Stock upon or following the vesting of the
      award) and granted to that participant in any one calendar year shall
      not exceed $2,500,000. Awards that are cancelled during the year shall
      be counted against these limits to the extent required by Section 162(m)
      of the Code.
    

    
      5.2.4  Certification of Payment.  Before
      any Performance-Based Award under this Section 5.2 (other than
      Qualifying Options and Qualifying SARs) is paid and to the extent
      required to qualify the award as performance-based compensation within
      the meaning of Section 162(m) of the Code, the Administrator must
      certify in writing that the performance target(s) and any other material
      terms of the Performance-Based Award were in fact timely satisfied.
    

    
      5.2.5  Reservation of Discretion.  The
      Administrator will have the discretion to determine the restrictions or
      other limitations of the individual awards granted under this Section
      5.2 including the authority to reduce awards, payouts or vesting or to
      pay no awards, in its sole discretion, if the Administrator preserves
      such authority at the time of grant by language to this effect in its
      authorizing resolutions or otherwise.
    

    
      5.2.6  Expiration of Grant Authority.  As
      required pursuant to Section 162(m) of the Code and the regulations
      promulgated thereunder, the Administrator’s authority to grant new
      awards that are intended to qualify as performance-based compensation
      within the meaning of Section 162(m) of the Code (other than Qualifying
      Options and Qualifying SARs) shall terminate upon the first meeting of
      the Corporation’s stockholders that occurs in the fifth year following
      the year in which the Corporation’s stockholders first approve this
      Plan, subject to any subsequent extension that may be approved by
      stockholders.
    

    
      
        

        

      

      
        
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      5.3  Award Agreements.  Each award shall be
      evidenced by either (1) a written award agreement in a form approved by
      the Administrator and executed by the Corporation by an officer duly
      authorized to act on its behalf, or (2) an electronic notice of award
      grant in a form approved by the Administrator and recorded by the
      Corporation (or its designee) in an electronic recordkeeping system used
      for the purpose of tracking award grants under this Plan generally (in
      each case, an "award agreement"), as the Administrator may provide and,
      in each case and if required by the Administrator, executed or otherwise
      electronically accepted by the recipient of the award in such form and
      manner as the Administrator may require. The Administrator may authorize
      any officer of the Corporation (other than the particular award
      recipient) to execute any or all award agreements on behalf of the
      Corporation. The award agreement shall set forth the material terms and
      conditions of the award as established by the Administrator consistent
      with the express limitations of this Plan.
    

    
      5.4  Deferrals and Settlements.  Payment
      of awards may be in the form of cash, Common Stock, other awards or
      combinations thereof as the Administrator shall determine, and with such
      restrictions as it may impose.  The Administrator may also require or
      permit participants to elect to defer the issuance of shares or the
      settlement of awards in cash under such rules and procedures as it may
      establish under this Plan.  The Administrator may also provide that
      deferred settlements include the payment or crediting of interest or
      other earnings on the deferral amounts, or the payment or crediting of
      dividend equivalents where the deferred amounts are denominated in
      shares.
    

    
      5.5  Consideration for Common Stock or Awards.  The
      purchase price for any award granted under this Plan or the Common Stock
      to be delivered pursuant to an award, as applicable, may be paid by
      means of any lawful consideration as determined by the Administrator,
      including, without limitation, one or a combination of the following
      methods:
    

    	
        services rendered by the recipient of such award;
      
	
        cash, check payable to the order of the Corporation, or electronic
        funds transfer;
      
	
        notice and third party payment in such manner as may be authorized by
        the Administrator;
      
	
        the delivery of previously owned shares of Common Stock;
      
	
        by a reduction in the number of shares otherwise deliverable pursuant
        to the award; or
      
	
        subject to such procedures as the Administrator may adopt, pursuant to
        a “cashless exercise” with a third party who provides financing for
        the purposes of (or who otherwise facilitates) the purchase or
        exercise of awards.
      


    
      
        

        

      

      
        
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      In no event shall any shares newly-issued by the Corporation be issued
      for less than the minimum lawful consideration for such shares or for
      consideration other than consideration permitted by applicable state
      law.  Shares of Common Stock used to satisfy the exercise price of an
      option shall be valued at their fair market value on the date of
      exercise.  The Corporation will not be obligated to deliver any shares
      unless and until it receives full payment of the exercise or purchase
      price therefor and any related withholding obligations under Section 8.5
      and any other conditions to exercise or purchase have been
      satisfied.  Unless otherwise expressly provided in the applicable award
      agreement, the Administrator may at any time eliminate or limit a
      participant’s ability to pay the purchase or exercise price of any award
      or shares by any method other than cash payment to the Corporation.\
    

    
      5.6  Definition of Fair Market Value.  For
      purposes of this Plan, "fair market value" shall mean, unless otherwise
      determined or provided by the Administrator in the circumstances, the
      last price (in regular trading) for a share of Common Stock as furnished
      by the National Association of Securities Dealers, Inc. (the "NASD")
      through the NASDAQ Global Select Market (the "Global Market")
      for the date in question or, if no sales of Common Stock were reported
      by the NASD on the Global Market on that date, the last price (in
      regular trading) for a share of Common Stock as furnished by the NASD
      through the Global Market for the next succeeding day on which sales of
      Common Stock were reported by the NASD. If the Common Stock is no longer
      listed or is no longer actively traded on the Global Market as of the
      applicable date, the fair market value of the Common Stock shall be the
      value as reasonably determined by the Administrator for purposes of the
      award in the circumstances.
    

    
      5.7  Transfer Restrictions.
    

    
      5.7.1  Limitations on Exercise and Transfer.  Unless
      otherwise expressly provided in (or pursuant to) this Section 5.7 or
      required by applicable law: (a) all awards are non-transferable and
      shall not be subject in any manner to sale, transfer, anticipation,
      alienation, assignment, pledge, encumbrance or charge; (b) awards shall
      be exercised only by the participant; and (c) amounts payable or shares
      issuable pursuant to any award shall be delivered only to (or for the
      account of) the participant.
    

    
      5.7.2  Exceptions.  The Administrator may
      permit awards to be exercised by and paid to, or otherwise transferred
      to, other persons or entities pursuant to such conditions and
      procedures, including limitations on subsequent transfers, as the
      Administrator may, in its sole discretion, establish in writing. Any
      permitted transfer shall be subject to compliance with applicable
      federal and state securities laws and shall not be for value (other than
      nominal consideration, settlement of marital property rights, or for
      interests in an entity in which more than 50% of the voting interests
      are held by the Eligible Person or by the Eligible Person's family
      members).
    

    
      
        

        

      

      
        
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      5.7.3  Further Exceptions to Limits on Transfer.  The
      exercise and transfer restrictions in Section 5.7.1 shall not apply to:
    

    
      (a)       transfers to the Corporation (for example, in connection with
      the expiration or termination of the award),
    

    
      (b)       the designation of a beneficiary to receive benefits in the
      event of the participant’s death or, if the participant has died,
      transfers to or exercise by the participant’s beneficiary, or, in the
      absence of a validly designated beneficiary, transfers by will or the
      laws of descent and distribution,  
    

    
      (c)       subject to any applicable limitations on ISOs, transfers to a
      family member (or former family member) pursuant to a qualified domestic
      relations order if approved or ratified by the Administrator,
    

    
      (d)       if the participant has suffered a disability, permitted
      transfers or exercises on behalf of the participant by his or her legal
      representative, or
    

    
      (e)       the authorization by the Administrator of “cashless exercise”
      procedures with third parties who provide financing for the purpose of
      (or who otherwise facilitate) the exercise of awards consistent with
      applicable laws and the express authorization of the Administrator.
    

    
      5.8  International Awards.  One or more
      awards may be granted to Eligible Persons who provide services to the
      Corporation or one of its Subsidiaries outside of the United
      States.  Any awards granted to such persons may be granted pursuant to
      the terms and conditions of any applicable sub-plans, if any, appended
      to this Plan and approved by the Administrator.
    

    
      6.  EFFECT OF TERMINATION OF EMPLOYMENT OR SERVICE
      ON AWARDS
    

    
      6.1  General.  The Administrator shall
      establish the effect of a termination of employment or service on the
      rights and benefits under each award under this Plan and in so doing may
      make distinctions based upon, inter alia, the cause of termination and
      type of award.  If the participant is not an employee of the Corporation
      or one of its Subsidiaries and provides other services to the
      Corporation or one of its Subsidiaries, the Administrator shall be the
      sole judge for purposes of this Plan (unless a contract or the award
      otherwise provides) of whether the participant continues to render
      services to the Corporation or one of its Subsidiaries and the date, if
      any, upon which such services shall be deemed to have terminated.
    

    
      6.2  Events Not Deemed Terminations of Service.  Unless
      the express policy of the Corporation or one of its Subsidiaries, or the
      Administrator, otherwise provides, the employment relationship shall not
      be considered terminated in the case of (a) sick leave, (b) military
      leave, or (c) any other leave of absence authorized by the Corporation
      or one of its Subsidiaries, or the Administrator; provided that unless
      reemployment upon the expiration of such leave is guaranteed by contract
      or law or the Administrator otherwise provides, such leave is for a
      period of not more than three months.  In the case of any employee of
      the Corporation or one of its Subsidiaries on an approved leave of
      absence, continued vesting of the award while on leave from the employ
      of the Corporation or one of its Subsidiaries may be suspended until the
      employee returns to service, unless the Administrator otherwise provides
      or applicable law otherwise requires.  In no event shall an award be
      exercised after the expiration of the term set forth in the applicable
      award agreement.
    

    
      
        

        

      

      
        
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      6.3  Effect of Change of Subsidiary Status.  For
      purposes of this Plan and any award, if an entity ceases to be a
      Subsidiary of the Corporation a termination of employment or service
      shall be deemed to have occurred with respect to each Eligible Person in
      respect of such Subsidiary who does not continue as an Eligible Person
      in respect of the Corporation or another Subsidiary that continues as
      such after giving effect to the transaction or other event giving rise
      to the change in status unless the Subsidiary that is sold, spun-off or
      otherwise divested (or its successor or a direct or indirect parent of
      such Subsidiary or successor) assumes the Eligible Person's award(s) in
      connection with such transaction.
    

    
      7.  ADJUSTMENTS; ACCELERATION
    

    
      7.1  Adjustments.  Subject to
      Section 7.2, upon (or, as may be necessary to effect the adjustment,
      immediately prior to): any reclassification, recapitalization, stock
      split (including a stock split in the form of a stock dividend) or
      reverse stock split; any merger, combination, consolidation, or other
      reorganization; any spin-off, split-up, or similar extraordinary
      dividend distribution in respect of the Common Stock; or any exchange of
      Common Stock or other securities of the Corporation, or any similar,
      unusual or extraordinary corporate transaction in respect of the Common
      Stock; then the Administrator shall equitably and proportionately adjust
      (1) the number and type of shares of Common Stock (or other securities)
      that thereafter may be made the subject of awards (including the
      specific share limits, maximums and numbers of shares set forth
      elsewhere in this Plan), (2) the number, amount and type of shares of
      Common Stock (or other securities or property) subject to any
      outstanding awards, (3) the grant, purchase, or exercise price (which
      term includes the base price of any SAR or similar right) of any
      outstanding awards, and/or (4) the securities, cash or other property
      deliverable upon exercise or payment of any outstanding awards, in each
      case to the extent necessary to preserve (but not increase) the level of
      incentives intended by this Plan and the then-outstanding awards.
    

    
      Unless otherwise expressly provided in the applicable award agreement,
      upon (or, as may be necessary to effect the adjustment, immediately
      prior to) any event or transaction described in the preceding paragraph
      or a sale of all or substantially all of the business or assets of the
      Corporation as an entirety, the Administrator shall equitably and
      proportionately adjust the performance standards applicable to any
      then-outstanding performance-based awards to the extent necessary to
      preserve (but not increase) the level of incentives intended by this
      Plan and the then-outstanding performance-based awards.
    

    
      
        

        

      

      
        
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      It is intended that, if possible, any adjustments contemplated by the
      preceding two paragraphs be made in a manner that satisfies applicable
      U.S. legal, tax (including, without limitation and as applicable in the
      circumstances, Section 424 of the Code, Section 409A of the Code and
      Section 162(m) of the Code) and accounting (so as to not trigger any
      charge to earnings with respect to such adjustment) requirements.
    

    
      Without limiting the generality of Section 3.3, any good faith
      determination by the Administrator as to whether an adjustment is
      required in the circumstances pursuant to this Section 7.1, and the
      extent and nature of any such adjustment, shall be conclusive and
      binding on all persons.
    

    
      7.2  Corporate Transactions – Assumption and
      Termination of Awards.  Upon the occurrence of any of the
      following: any merger, combination, consolidation, or other
      reorganization in connection with which the Corporation does not survive
      (or does not survive as a public company in respect of its Common
      Stock); any exchange of Common Stock or other securities of the
      Corporation in connection with which the Corporation does not survive
      (or does not survive as a public company in respect of its Common
      Stock); a sale of all or substantially all the business, stock or assets
      of the Corporation in connection with which the Corporation does not
      survive (or does not survive as a public company in respect of its
      Common Stock); a dissolution of the Corporation; or any other event in
      which the Corporation does not survive (or does not survive as a public
      company in respect of its Common Stock); then the Administrator may make
      provision for a cash payment in settlement of, or for the termination,
      assumption, substitution or exchange of any or all outstanding
      share-based awards or the cash, securities or property deliverable to
      the holder of any or all outstanding share-based awards, based upon, to
      the extent relevant under the circumstances, the distribution or
      consideration payable to holders of the Common Stock upon or in respect
      of such event. Upon the occurrence of any event described in the
      preceding sentence, then, unless the Administrator has made a provision
      for the substitution, assumption, exchange or other continuation or
      settlement of the award or the award would otherwise continue in
      accordance with its terms in the circumstances: (1) unless otherwise
      provided in the applicable award agreement, each then-outstanding option
      and SAR shall become fully vested, all shares of restricted stock then
      outstanding shall fully vest free of restrictions, and each other award
      granted under this Plan that is then outstanding shall become payable to
      the holder of such award; and (2) each award shall terminate upon the
      related event; provided that the holder of an option or SAR shall be
      given reasonable advance notice of the impending termination and a
      reasonable opportunity to exercise his or her outstanding vested options
      and SARs (after giving effect to any accelerated vesting required in the
      circumstances) in accordance with their terms before the termination of
      such awards (except that in no case shall more than ten days' notice of
      the impending termination be required and any acceleration of vesting
      and any exercise of any portion of an award that is so accelerated may
      be made contingent upon the actual occurrence of the event).
    

    
      Without limiting the preceding paragraph, in connection with any event
      referred to in the preceding paragraph or any change in control event
      defined in any applicable award agreement, the Administrator may, in its
      discretion, provide for the accelerated vesting of any award or awards
      as and to the extent determined by the Administrator in the
      circumstances.
    

    
      
        

        

      

      
        
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      The Administrator may adopt such valuation methodologies for outstanding
      awards as it deems reasonable in the event of a cash or property
      settlement and, in the case of options, SARs or similar rights, but
      without limitation on other methodologies, may base such settlement
      solely upon the excess if any of the per share amount payable upon or in
      respect of such event over the exercise or base price of the award.
    

    
      In any of the events referred to in this Section 7.2, the Administrator
      may take such action contemplated by this Section 7.2 prior to such
      event (as opposed to on the occurrence of such event) to the extent that
      the Administrator deems the action necessary to permit the participant
      to realize the benefits intended to be conveyed with respect to the
      underlying shares. Without limiting the generality of the foregoing, the
      Administrator may deem an acceleration and/or termination to occur
      immediately prior to the applicable event and, in such circumstances,
      reinstate the original terms of the award if an event giving rise to an
      acceleration and/or termination does not occur.
    

    
      Without limiting the generality of Section 3.3, any good faith
      determination by the Administrator pursuant to its authority under this
      Section 7.2 shall be conclusive and binding on all persons.
    

    
      7.3  Other Acceleration Rules.  The
      Administrator may override the provisions of Section 7.2 by express
      provision in the award agreement and may accord any Eligible Person a
      right to refuse any acceleration, whether pursuant to the award
      agreement or otherwise, in such circumstances as the Administrator may
      approve. The portion of any ISO accelerated in connection with an event
      referred to in Section 7.2 (or such other circumstances as may trigger
      accelerated vesting of the award) shall remain exercisable as an ISO
      only to the extent the applicable $100,000 limitation on ISOs is not
      exceeded. To the extent exceeded, the accelerated portion of the option
      shall be exercisable as a nonqualified stock option under the Code.
    

    
      8.  OTHER PROVISIONS
    

    
      8.1  Compliance with Laws.  This Plan,
      the granting and vesting of awards under this Plan, the offer, issuance
      and delivery of shares of Common Stock and/or the payment of money under
      this Plan or under awards are subject to compliance with all applicable
      federal and state laws, rules and regulations (including but not limited
      to state and federal securities law, and federal margin requirements)
      and to such approvals by any listing, regulatory or governmental
      authority as may, in the opinion of counsel for the Corporation, be
      necessary or advisable in connection therewith.  The person acquiring
      any securities under this Plan will, if requested by the Corporation or
      one of its Subsidiaries, provide such assurances and representations to
      the Corporation or one of its Subsidiaries as the Administrator may deem
      necessary or desirable to assure compliance with all applicable legal
      and accounting requirements.
    

    
      
        

        

      

      
        
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      8.2  No Rights to Award.  No person shall
      have any claim or rights to be granted an award (or additional awards,
      as the case may be) under this Plan, subject to any express contractual
      rights (set forth in a document other than this Plan) to the contrary.
    

    
      8.3  No Employment/Service Contract.  Nothing
      contained in this Plan (or in any other documents under this Plan or in
      any award) shall confer upon any Eligible Person or other participant
      any right to continue in the employ or other service of the Corporation
      or one of its Subsidiaries, constitute any contract or agreement of
      employment or other service or affect an employee’s status as an
      employee at will, nor shall interfere in any way with the right of the
      Corporation or one of its Subsidiaries to change a person’s compensation
      or other benefits, or to terminate his or her employment or other
      service, with or without cause.  Nothing in this Section 8.3, however,
      is intended to adversely affect any express independent right of such
      person under a separate employment or service contract other than an
      award agreement.
    

    
      8.4  Plan Not Funded.  Awards payable
      under this Plan shall be payable in shares or from the general assets of
      the Corporation, and no special or separate reserve, fund or deposit
      shall be made to assure payment of such awards.  No participant,
      beneficiary or other person shall have any right, title or interest in
      any fund or in any specific asset (including shares of Common Stock,
      except as expressly otherwise provided) of the Corporation or one of its
      Subsidiaries by reason of any award hereunder.  Neither the provisions
      of this Plan (or of any related documents), nor the creation or adoption
      of this Plan, nor any action taken pursuant to the provisions of this
      Plan shall create, or be construed to create, a trust of any kind or a
      fiduciary relationship between the Corporation or one of its
      Subsidiaries and any participant, beneficiary or other person.  To the
      extent that a participant, beneficiary or other person acquires a right
      to receive payment pursuant to any award hereunder, such right shall be
      no greater than the right of any unsecured general creditor of the
      Corporation.
    

    
      8.5  Tax Withholding.  Upon any exercise,
      vesting, or payment of any award or upon the disposition of shares of
      Common Stock acquired pursuant to the exercise of an ISO prior to
      satisfaction of the holding period requirements of Section 422 of the
      Code, or upon any other withholding event with respect to any award, the
      Corporation or one of its Subsidiaries shall have the right at its
      option to:
    

    
      (a)       require the participant (or the participant’s personal
      representative or beneficiary, as the case may be) to pay or provide for
      payment of at least the minimum amount of any taxes which the
      Corporation or one of its Subsidiaries may be required to withhold with
      respect to such award event or payment; or
    

    
      (b)       deduct from any amount otherwise payable in cash (whether
      related to the award or otherwise) to the participant (or the
      participant’s personal representative or beneficiary, as the case may
      be) the minimum amount of any taxes which the Corporation or one of its
      Subsidiaries may be required to withhold with respect to such award
      event or payment.
    

    
      
        

        

      

      
        
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      In any case where a tax is required to be withheld in connection with
      the delivery of shares of Common Stock under this Plan, the
      Administrator may in its sole discretion (subject to Section 8.1)
      require or grant (either at the time of the award or thereafter) to the
      participant the right to elect, pursuant to such rules and subject to
      such conditions as the Administrator may establish, that the Corporation
      reduce the number of shares to be delivered by (or otherwise reacquire)
      the appropriate number of shares, valued in a consistent manner at their
      fair market value or at the sales price in accordance with authorized
      procedures for cashless exercises, necessary to satisfy the minimum
      applicable withholding obligation on exercise, vesting or payment.  In
      no event shall the shares withheld exceed the minimum whole number of
      shares required for tax withholding under applicable law.
    

    
      8.6  Effective Date, Termination and Suspension,
      Amendments.
    

    
      8.6.1  Effective Date.  This Plan is
      effective as of September 3, 2014, the date of its approval by the Board
      (the “Effective Date”).  This Plan shall be submitted for
      and subject to stockholder approval no later than twelve months after
      the Effective Date.  Unless earlier terminated by the Board, this Plan
      shall terminate at the close of business on the day before the tenth
      anniversary of the Effective Date.  After the termination of this Plan
      either upon such stated expiration date or its earlier termination by
      the Board, no additional awards may be granted under this Plan, but
      previously granted awards (and the authority of the Administrator with
      respect thereto, including the authority to amend such awards) shall
      remain outstanding in accordance with their applicable terms and
      conditions and the terms and conditions of this Plan.
    

    
      8.6.2  Board Authorization.  The Board
      may, at any time, terminate or, from time to time, amend, modify or
      suspend this Plan, in whole or in part.  No awards may be granted during
      any period that the Board suspends this Plan.
    

    
      8.6.3  Stockholder Approval.  To the
      extent then required by applicable law or any applicable listing agency
      or required under Sections 162, 422 or 424 of the Code to preserve the
      intended tax consequences of this Plan, or deemed necessary or advisable
      by the Board, any amendment to this Plan shall be subject to stockholder
      approval.
    

    
      8.6.4  Amendments to Awards.  Without
      limiting any other express authority of the Administrator under (but
      subject to) the express limits of this Plan, the Administrator by
      agreement or resolution may waive conditions of or limitations on awards
      to participants that the Administrator in the prior exercise of its
      discretion has imposed, without the consent of a participant, and
      (subject to the requirements of Sections 3.2 and 8.6.5) may make other
      changes to the terms and conditions of awards.  Any amendment or other
      action that would constitute a repricing of an award is subject to the
      limitations set forth in Section 3.2.
    

    
      
        

        

      

      
        
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      8.6.5  Limitations on Amendments to Plan and
      Awards.  No amendment, suspension or termination of this Plan or
      amendment of any outstanding award agreement shall, without written
      consent of the participant, affect in any manner materially adverse to
      the participant any rights or benefits of the participant or obligations
      of the Corporation under any award granted under this Plan prior to the
      effective date of such change.  Changes, settlements and other actions
      contemplated by Section 7 shall not be deemed to constitute changes or
      amendments for purposes of this Section 8.6.
    

    
      8.7  Privileges of Stock Ownership.  Except
      as otherwise expressly authorized by the Administrator, a participant
      shall not be entitled to any privilege of stock ownership as to any
      shares of Common Stock not actually delivered to and held of record by
      the participant.  Except as expressly required by Section 7.1 or
      otherwise expressly provided by the Administrator, no adjustment will be
      made for dividends or other rights as a stockholder for which a record
      date is prior to such date of delivery.
    

    
      8.8  Governing Law; Construction; Severability.
    

    
      8.8.1  Choice of Law.  This Plan, the
      awards, all documents evidencing awards and all other related documents
      shall be governed by, and construed in accordance with the laws of the
      State of Delaware.
    

    
      8.8.2  Severability.  If a court of
      competent jurisdiction holds any provision invalid and unenforceable,
      the remaining provisions of this Plan shall continue in effect.
    

    
      8.8.3  Plan Construction.
    

    
      (a)       Rule 16b-3.  It is the
      intent of the Corporation that the awards and transactions permitted by
      awards be interpreted in a manner that, in the case of participants who
      are or may be subject to Section 16 of the Exchange Act, qualify, to the
      maximum extent compatible with the express terms of the award, for
      exemption from matching liability under Rule 16b-3 promulgated under the
      Exchange Act.  Notwithstanding the foregoing, the Corporation shall have
      no liability to any participant for Section 16 consequences of awards or
      events under awards if an award or event does not so qualify.
    

    
      (b)       Section 162(m).  Awards
      under Section 5.1.4 to persons described in Section 5.2 that are either
      granted or become vested, exercisable or payable based on attainment of
      one or more performance goals related to the Business Criteria, as well
      as Qualifying Options and Qualifying SARs granted to persons described
      in Section 5.2, that are approved by a committee composed solely of two
      or more outside directors (as this requirement is applied under Section
      162(m) of the Code) shall be deemed to be intended as performance-based
      compensation within the meaning of Section 162(m) of the Code unless
      such committee provides otherwise at the time of grant of the award.  It
      is the further intent of the Corporation that (to the extent the
      Corporation or one of its Subsidiaries or awards under this Plan may be
      or become subject to limitations on deductibility under Section 162(m)
      of the Code) any such awards and any other Performance-Based Awards
      under Section 5.2 that are granted to or held by a person subject to
      Section 162(m) will qualify as performance-based compensation or
      otherwise be exempt from deductibility limitations under Section 162(m).
    

    
      
        

        

      

      
        
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      8.9  Captions.  Captions and headings are
      given to the sections and subsections of this Plan solely as a
      convenience to facilitate reference.  Such headings shall not be deemed
      in any way material or relevant to the construction or interpretation of
      this Plan or any provision thereof.
    

    
      8.10  Stock-Based Awards in Substitution for
      Stock Options or Awards Granted by Other Corporation.  Awards
      may be granted to Eligible Persons in substitution for or in connection
      with an assumption of employee stock options, SARs, restricted stock or
      other stock-based awards granted by other entities to persons who are or
      who will become Eligible Persons in respect of the Corporation or one of
      its Subsidiaries, in connection with a distribution, merger or other
      reorganization by or with the granting entity or an affiliated entity,
      or the acquisition by the Corporation or one of its Subsidiaries,
      directly or indirectly, of all or a substantial part of the stock or
      assets of the employing entity.  The awards so granted need not comply
      with other specific terms of this Plan, provided the awards reflect only
      adjustments giving effect to the assumption or substitution consistent
      with the conversion applicable to the Common Stock in the transaction
      and any change in the issuer of the security.  Any shares that are
      delivered and any awards that are granted by, or become obligations of,
      the Corporation, as a result of the assumption by the Corporation of, or
      in substitution for, outstanding awards previously granted by an
      acquired company (or previously granted by a predecessor employer (or
      direct or indirect parent thereof) in the case of persons that become
      employed by the Corporation or one of its Subsidiaries in connection
      with a business or asset acquisition or similar transaction) shall not
      be counted against the Share Limit or other limits on the number of
      shares available for issuance under this Plan.
    

    
      8.11  Non-Exclusivity of Plan.  Nothing
      in this Plan shall limit or be deemed to limit the authority of the
      Board or the Administrator to grant awards or authorize any other
      compensation, with or without reference to the Common Stock, under any
      other plan or authority.
    

    
      8.12  No Corporate Action Restriction.  The
      existence of this Plan, the award agreements and the awards granted
      hereunder shall not limit, affect or restrict in any way the right or
      power of the Board or the stockholders of the Corporation to make or
      authorize: (a) any adjustment, recapitalization, reorganization or other
      change in the capital structure or business of the Corporation or any
      Subsidiary, (b) any merger, amalgamation, consolidation or change in the
      ownership of the Corporation or any Subsidiary, (c) any issue of bonds,
      debentures, capital, preferred or prior preference stock ahead of or
      affecting the capital stock (or the rights thereof) of the Corporation
      or any Subsidiary, (d) any dissolution or liquidation of the Corporation
      or any Subsidiary, (e) any sale or transfer of all or any part of the
      assets or business of the Corporation or any Subsidiary, or (f) any
      other corporate act or proceeding by the Corporation or any
      Subsidiary.  No participant, beneficiary or any other person shall have
      any claim under any award or award agreement against any member of the
      Board or the Administrator, or the Corporation or any employees,
      officers or agents of the Corporation or any Subsidiary, as a result of
      any such action.
    

    
      8.13  Other Company Benefit and Compensation
      Programs.  Payments and other benefits received by a participant
      under an award made pursuant to this Plan shall not be deemed a part of
      a participant’s compensation for purposes of the determination of
      benefits under any other employee welfare or benefit plans or
      arrangements, if any, provided by the Corporation or any Subsidiary,
      except where the Administrator expressly otherwise provides or
      authorizes in writing.  Awards under this Plan may be made in addition
      to, in combination with, as alternatives to or in payment of grants,
      awards or commitments under any other plans or arrangements of the
      Corporation or its Subsidiaries.
    

    

    

    
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