RC2
      CORPORATION





2005
      STOCK INCENTIVE PLAN


(as
      amended and restated effective February 25, 2009)





Article
      1.  Establishment and Purpose





1.1  Establishment.  RC2
      Corporation, a Delaware corporation (the "Company"), hereby establishes a stock
      incentive plan for employees and others providing services to the Company,
      as
      described herein, which shall be known as the RC2 Corporation 2005 Stock
      Incentive Plan (the "Plan").  It is intended that certain of the
      options issued pursuant to the Plan to employees of the Company may constitute
      incentive stock options within the meaning of section 422 of the Internal
      Revenue Code, and that other options issued pursuant to the Plan shall
      constitute nonstatutory options.  The Board shall determine which
      options are to be incentive stock options and which are to be nonstatutory
      options and shall enter into option agreements with recipients
      accordingly.





1.2  Purpose.  The
      purpose of the Plan is to provide a means for the Company to attract and retain
      competent personnel and to provide to participating directors, officers and
      other key employees long term incentives for high levels of performance by
      providing them with a means to acquire a proprietary interest in the Company's
      success.





Article
      II.  Definitions





2.1  Definitions.  For
      purposes of this Plan, the following terms shall be defined as
      follows:





(a)
            
            "Award"
                means any Restricted Stock, Incentive Stock Option, Nonstatutory
                Option or
                Stock Appreciation Right awarded to a Grantee pursuant to this Plan.





(b)
            
            "Board"
                means the Board of Directors of the Company.





(c)
            
            "Cause"
                means the definition of Cause in Grantee's written employment agreement,
                if any, with the Company. If no such employment agreement or definition
                in
                such agreement exists, Cause means (i) breach by a Grantee of any
                covenant not to compete or confidentiality agreement with the Company,
                (ii) failure by a Grantee to substantially perform his duties to
                the
                reasonable satisfaction of the Board, (iii) serious misconduct by
                a
                Grantee which is demonstrably and substantially injurious to the
                Company,
                (iv) fraud
                or dishonesty by a Grantee with respect to the Company, (v) material
                misrepresentation by a Grantee to a stockholder or director of the
                Company
                or (vi) acts of negligence by a Grantee in performance of the Grantee's
                duties that are substantially injurious to the Company. The Board,
                by
                majority vote, shall make the determination of whether Cause exists.







(d)
            
            "Code"
                means the Internal Revenue Code of 1986, as amended from time to
                time, and
                any successor thereto.





(e)
            
            "Commission"
                means the Securities and Exchange Commission or any successor agency.





(f)
            
            "Committee"
                means the Committee provided for by Article IV hereof, which may
                be
                created at the discretion of the Board.





(g)
            
            "Company"
                means RC2 Corporation, a Delaware corporation.





(h)
            
            "Consultant"
                means any person or entity, including an officer or director of the
                Company who provides services (other than as an Employee) to the
                Company
                and includes a Qualified Director, as defined below.





(i)
            
            "Date
                of Exercise" means the date the Company receives notice, by a Grantee,
                of
                the exercise of an Option pursuant to section 8.9 of this Plan or
                a Stock
                Appreciation Right pursuant to Article X of this
                Plan.  Such notice shall indicate the number of shares of Stock
                the Grantee intends to purchase upon exercise of an Option or the
                number
                of shares of Stock as to which the Grantee is exercising a Stock
                Appreciation Right, as applicable.





(j)
            
            "Employee"
                means any person, including an officer or director of the Company,
                who is
                employed by the Company or any subsidiary of the Company (as defined
                in
                section 424(f) of the Code).





(k)
            
            "Exchange
                Act" means the Securities Exchange Act of 1934, as amended from time
                to
                time, and any successor thereto.





(l)
            
            "Fair
                Market Value" means the fair market value of Stock upon which an
                Option or
                Stock Appreciation Right is granted under this Plan, as determined
                by the
                Board. If the Stock is traded on an over-the-counter securities market
                or
                national securities exchange, "Fair Market Value" shall mean the
                closing
                sales price of the Stock reported on such over-the-counter market
                or such
                national securities exchange
                on the applicable date or, if no sales of Stock have been reported
                for
                that date, on the next preceding date for which sales where reported.


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(m)
            
            "Grantee"
                means an Employee or Consultant holding an Award under the Plan.





(n)
            
            "Incentive
                Stock Option" means an Option granted under this Plan which is intended
                to
                qualify as an "incentive stock option" within the meaning of section
                422
                of the Code.





(o)
            
            "IRS"
                means the Internal Revenue Service, or any successor agency.





(p)
            
            "Nonstatutory
                Option" means an Option granted under this Plan which is not intended
                to
                qualify as an incentive stock option within the meaning of section
                422 of
                the Code. Nonstatutory Options may be granted at such times and subject
                to
                such restrictions as the Board shall determine without conforming
                to the
                statutory rules of section 422 of the Code applicable to incentive
                stock options.





(q)
            
            "Option"
                means the right, granted under Article VIII of this Plan, to purchase
                Stock of the Company at the option price for a specified period of
                time.
                For purposes of this Plan, an Option may be an Incentive Stock Option
                or a
                Nonstatutory Option.





(r)
            
            "Parent
                Corporation" shall have the meaning set forth in section 424(e) of
                the Code with the Company being treated as the employer corporation
                for
                purposes of this definition.





(s)
            
            "Qualified
                Director" means a director who is both (a) a "Non-Employee Director"
                as
                defined in Rule 16b-3(b)(3)(i), as promulgated by the Commission
                under the
                Exchange Act, or any successor definition adopted by the Commission,
                and
                (b) an "Outside Director" as defined by section 162(m) of the Code
                and the
                regulations promulgated thereunder, or any successor definition adopted
                by
                the IRS.





(t)
            
            "Restricted
                Stock" means an award of Stock granted under Article IX of this Plan.





(u)
            
            "Rule
                16b-3" means Rule 16b-3, as promulgated by the Commission under section
                16(b) of the Exchange Act, as amended from time to time.


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(v)
            
            "Significant
                Stockholder" means an individual who, within the meaning of section
                422(b)(6) of the Code, owns stock possessing more than ten percent
                of the
                total combined voting power of all classes of stock of the Company.
                In
                determining whether an individual is a Significant Stockholder, an
                individual shall be treated as owning stock owned by certain relatives
                of
                the individual and certain stock owned by corporations in which the
                individual is a partner, and estates or trusts of which the individual
                is
                a beneficiary, all as provided in section 424(d) of the Code.





(w)
            
            "Stock"
                means the Common Stock, par value $.01 per share, of the Company.





(x)
            
            "Stock
                Appreciation Right" means a right granted under Article X of this
                Plan.





2.2  Gender
      and
      Number.  Except when otherwise indicated by the context, any
      masculine terminology when used in this Plan also shall include the feminine
      gender and the definition of any term herein in the singular shall also include
      the plural.





Article
      III.  Eligibility and Participation





3.1  Eligibility
      and
      Participation.  All Employees are eligible to participate in
      this Plan and receive Awards of Restricted Stock, Incentive Stock Options,
      Nonstatutory Options and/or Stock Appreciation Rights.  All
      Consultants are eligible to participate in this Plan and receive Awards of
      Restricted Stock, Nonstatutory Options and/or Stock Appreciation Rights
      hereunder.  Grantees shall be selected by the Board from among those
      Employees and Consultants who, in the opinion of the Board, are in a position
      to
      contribute materially to the Company's continued growth and development and
      to
      its long-term financial success.





Article
      IV.  Administration





4.1  Administration.  The
      Board shall be responsible for administering the Plan.





The
      Board
      is authorized to interpret the Plan, to prescribe, amend, and rescind rules
      and
      regulations relating to the Plan, to provide for conditions and assurances
      deemed necessary or advisable to protect the interests of the Company, and
      to
      make all other determinations necessary or advisable for the
      administration


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At
      the
      discretion of the Board, this Plan may be administered by a Committee which
      shall be a compensation committee of the Board, consisting solely of two or
      more
      Qualified Directors.  The members of such Committee may be directors
      who are eligible to receive Awards under this Plan, but Awards may be granted
      to
      such members only by action of the full Board and not by action of the
      Committee.  Such Committee shall have full power and authority,
      subject to the limitations of the Plan and any limitations imposed by the Board,
      to construe, interpret and administer this Plan and to make determinations
      which
      shall be final, conclusive and binding upon all persons, including, without
      limitation, the Company, the stockholders, the directors and any persons having
      any interests in any Awards which may be granted under this Plan and, by
      resolution providing for the creation and issuance of any such Award, to select
      the Employees and Consultants to whom Awards may from time to time be granted,
      to determine what form of Awards are to be granted under this Plan, and to
      determine the terms and conditions of any Award granted under this Plan
      (including, but not limited to, the number of shares, the share price, any
      restriction or limitation and any vesting acceleration or forfeiture waiver
      regarding any Award), which terms and conditions shall, in every case, be set
      forth or incorporated by reference in the instrument or instruments evidencing
      such Award, and shall be consistent with the provisions of the
      Plan.





The
      Board
      may from time to time remove members from, or add members to, the
      Committee.  The Board may terminate the Committee at any
      time.  Vacancies on the Committee, howsoever caused, shall be filled
      by the Board.  The Committee shall select one of its members as
      Chairman, and shall hold meetings at such times and places as the Chairman
      may
      determine.  A majority of the Committee at which a quorum is present,
      or acts reduced to or approved in writing by all of the members of the
      Committee, shall be the valid acts of the Committee.  A quorum shall
      consist of two-thirds of the members of the Committee.





Where
      the
      Committee has been created by the Board, references herein to actions to be
      taken by the Board shall be deemed to refer to the Committee as well, except
      where limited by this Plan or by the Board.





The
      Board
      shall have all of the enumerated powers of the Committee but shall not be
      limited to such powers.  No member of the Board or the Committee shall
      be liable for any action or determination made in good faith with respect to
      the
      Plan or any Award granted under it.


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4.2  Special
      Provisions for
      Grants to Officers or Directors.  Rule 16b-3 provides that the
      grant of a stock option, stock appreciation right or restricted stock to a
      director or officer of a company subject to the Exchange Act will be exempt
      from
      the provisions of section 16(b) of the Exchange Act if the conditions set forth
      in Rule 16b-3 are satisfied.  Unless otherwise specified by the Board,
      grants of Awards hereunder to individuals who are officers or directors of
      the
      Company for purposes of section 16(b) of the Exchange Act shall be made in
      a
      manner that satisfies the conditions of Rule 16b-3.





Article
      V.  Stock
      Subject to the Plan





5.1  Number.  The
      total number of shares of Stock hereby made available and reserved for issuance
      under the Plan shall be 2,200,000, of which no more than 125,642 shares of
      stock may be issued in the form of Restricted Stock under Article
      IX.  The aggregate number of shares of Stock available under this Plan
      shall be subject to adjustment as provided in section 5.3.  The total
      number of shares of Stock may be authorized but unissued shares of Stock, or
      shares acquired by purchase as directed by the Board from time to time in its
      discretion, to be used for issuance pursuant to Awards granted
      hereunder.





5.2  Unused
      Stock.  If an Option or Stock Appreciation Right shall expire
      or terminate for any reason without having been exercised in full, the unissued
      shares of Stock subject thereto shall (unless the Plan shall have terminated)
      become available for other Awards under the Plan.  If any shares of
      Stock are subject to any Award of Restricted Stock are forfeited, such shares
      of
      Stock shall (unless the Plan shall have terminated) become available for other
      Awards under the Plan.





5.3  Adjustment
      in
      Capitalization.  In the event of any change in the outstanding
      shares of Stock by reason of a stock dividend or split, recapitalization,
      reclassification or other similar corporate change, the aggregate number of
      shares of Stock set forth in section 5.1 shall be appropriately adjusted by
      the
      Board, whose determination shall be conclusive; provided, however, that
      fractional shares shall be rounded to the nearest whole share.  In any
      such case, the number and kind of shares that are subject to any Option or
      Stock
      Appreciation Right (including any Option or Stock Appreciation Right outstanding
      after termination of employment) and the Option or Stock Appreciation Right
      price per share shall be proportionately and appropriately adjusted without
      any
      change in the aggregate Option or Stock Appreciation Right
      price.


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Article
      VI.  Limitations





6.1  Incentive
      Stock
      Options.  In the cases of Incentive Stock Options, the total
      Fair Market Value (determined at the date of grant) of shares of Stock with
      respect to which Incentive Stock Options are exercisable for the first time
      by
      the Grantee during any calendar year under all plans of the Company under which
      incentive stock options may be granted (and all such plans of any Parent
      Corporation and any subsidiary corporations of the Company) shall not exceed
      $100,000.  (Hereinafter, this requirement is sometimes referred to as
      the "$100,000 Limitation.")  Nothing in this section shall be deemed
      to prevent the grant of Options permitting exercise in excess of the maximums
      established hereby where such excess amount is treated as a Nonstatutory
      Option.





6.2  Section
      162(m)
      Limitations.  The following limitations shall apply to grants
      of Awards under this Plan:





(a)  No
      individual Grantee shall be granted, in any fiscal year of the Company, Awards
      with respect to more than 250,000 shares of Stock in total.





(b)  In
      connection with his or her initial service, a Grantee may be granted Awards
      with
      respect to up to an additional 50,000 shares of Stock which shall not count
      against the limit set forth in section 6.2(a) above.





(c)  The
      foregoing limitations shall be adjusted proportionately in connection with
      any
      change in the Company's capitalization as described in
      section 5.3





(d)  If an Award is cancelled in the same fiscal year of the Company
      in which it was granted (other than in connection with a transaction described
      in Article XIV), the cancelled Award will be counted against the limits set
      forth in sections 6.2(a) and (b) above.  For this purpose, if the
      exercise price of an Option is reduced, the transaction will be treated as
      a
      cancellation of the Option and the grant of a new Option.








Article
      VII.  Duration of the Plan





7.1  Duration
      of the
      Plan.  The Plan shall be in effect until May 6,
      2015.  Any Awards outstanding at the end of such period shall remain
      in effect in accordance with their terms.


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Article
      VIII.  Terms of Stock Options





8.1  Grant
      of
      Options.  Subject to section 5.1 and Article VI, Options may be
      granted to Employees or Consultants at any time and from time to time as
      determined by the Board; provided, however, that Consultants may receive only
      Nonstatutory Options and may not receive Incentive Stock Options.  The
      Board shall have complete discretion in determining the number of Options
      granted to each Grantee.  In making such determinations, the Board may
      take into account the nature of services rendered by such Employee or
      Consultant, their present and potential contributions to the Company, and such
      other factors as the Board in its discretion shall deem relevant.  The
      Board shall also determine whether an Option is to be an Incentive Stock Option
      or a Nonstatutory Option.





8.2  No
      Tandem
      Options.  Where an Option granted under this Plan is intended
      to be an Incentive Stock Option, the Option shall not contain terms pursuant
      to
      which the exercise of the Option would affect the Grantee's right to exercise
      another Option, or vice versa, such that the Option intended to be an Incentive
      Stock Option would be deemed a tandem stock option within the meaning of the
      regulations under section 422 of the Code.





8.3  Option
      Agreement; Terms and
      Conditions to Apply Unless Otherwise Specified.  As determined
      by the Board on the date of grant, each Option shall be evidenced by an Option
      agreement (the "Option Agreement") that includes the nontransferability
      provisions required by section 12.2 hereof and specifies:  whether the
      Option is an Incentive Stock Option or a Nonstatutory Option; the Option price;
      the duration of the Option; the number of shares of Stock to which the Option
      applies; any vesting or exercisability restrictions which the Board may impose;
      in the case of an Incentive Stock Option, a provision implementing the $100,000
      Limitation; and any other terms and conditions as shall be determined by the
      Board at the time of grant of the Option.





All
      Option Agreements shall incorporate the provisions of this Plan by reference,
      with certain provisions to apply depending upon whether the Option Agreement
      applies to an Incentive Stock Option or to a Nonstatutory Option.





8.4  Option
      Price.  No Option granted pursuant to this Plan shall have an
      Option price that is less than the Fair Market Value of Stock on the date the
      Option is granted.  Incentive Stock Options granted to Significant
      Stockholders shall have an Option price of not less than 110 percent of the
      Fair
      Market Value of Stock on the date of grant.


8


8.5  Term of
      Options.  Each Option shall expire at such time as the Board
      shall determine when it is granted, provided, however, that no Option shall
      be
      exerciseable later than the tenth anniversary date of its grant.





8.6  Exercise
      of
      Options.  Options granted under this Plan shall be exercisable
      at such times and be subject to such restrictions and conditions as the Board
      shall in each instance approve, which need not be the same for all
      Grantees.





8.7  Payment.  Payment
      for all shares of Stock shall be made at the time that an Option, or any part
      thereof, is exercised, and no shares shall be issued until full payment therefor
      has been made.  Such payment may be made in cash, outstanding shares
      of Stock, in combinations thereof, or any other method of payment approved
      by
      the Board; provided, however, that (i) the deposit of any withholding tax shall
      be made in accordance with applicable law and (ii) that such shares of Stock
      used to pay the exercise price have been held by the Participant for at least
      six months prior to the exercise date.  If shares of Stock are being
      used in part or full payment for the shares to be acquired upon exercise of
      the
      Option, such shares shall be valued for the purpose of such exchange as of
      the
      date of exercise of the Option at the Fair Market Value of the
      shares.  Any certificates evidencing shares of Stock used to pay the
      purchase price shall be accompanied by stock powers duly endorsed in blank
      by
      the registered holder of the certificate (with signatures thereon
      guaranteed).  In the event the certificates tendered by the holder in
      such payment cover more shares than are required for such payment, the
      certificate shall also be accompanied by instructions from the holder to the
      Company's transfer agent with regard to the disposition of the balance of the
      shares covered thereby.





8.8  Prohibition
      on
      Repricing.  Except for adjustments pursuant to section 5.3
      and Article XIV, the per share Option price for any Option granted pursuant
      to
      this Plan may not be decreased after the date of grant nor may an outstanding
      Option be surrendered to the Company as consideration for the grant of a new
      Option with a lower Option price without the approval of the Company's
      stockholders.





8.9  Written
      Notice.  A Grantee wishing to exercise an Option shall give
      written notice to the Company, in the form and manner prescribed by the
      Board.  Full payment for the Options exercised, as provided in section
      8.7 above, must accompany the written notice.





8.10  Issuance
      of Stock
      Certificate.  As soon as practicable after the receipt of
      written notice and payment, the Company shall deliver to the Grantee or to
      a
      nominee of the Grantee a certificate or certificates for the requisite number
      of
      shares of Stock.


9


8.11  Privileges of a
      Stockholder.  A Grantee or any other person entitled to
      exercise an Option under this Plan shall not have stockholder privileges with
      respect to any Stock covered by the Option until the date of issuance of a
      stock
      certificate for such Stock.





8.12  Termination
      of Employment or
      Services.  Except as otherwise expressly specified by the
      Board, all Options granted under this Plan shall be subject to the following
      termination provisions.





(a)  Death.  If
      a Grantee's employment in the case of an Employee, or provision of services
      as a
      Consultant in the case of a Consultant, terminates by reason of death, the
      Option may thereafter be exercised at any time prior to the expiration date
      of
      the Option or within 12 months after the date of such death, whichever period
      is
      the shorter, by the person or persons entitled to do so under the Grantee's
      will
      or, if the Grantee shall fail to make a testamentary disposition of an Option
      or
      shall die intestate, the Grantee's legal representative or
      representatives.  The Option shall be exercisable only to the extent
      that such Option was exercisable as of the date of death.





(b)  Termination
      Other Than for
      Cause or Due to Death.  In the event of a Grantee's termination
      of employment in the case of an Employee, or termination of the provision of
      services as a Consultant in the case of a Consultant, other than for Cause
      or by
      reason of death, the Grantee may exercise such portion of his Option as was
      exercisable by him at the date of such termination (the "Termination Date")
      at
      any time within three months of the Termination Date; provided, however, that
      where the Grantee is an Employee, and is terminated due to disability within
      the
      meaning of Code section 422, he may exercise such portion of his Option as
      was
      exercisable by him on his Termination Date within one year of his Termination
      Date.  In any event, the Option cannot be exercised after the
      expiration of the original term of the Option.  Options not exercised
      within the applicable period specified above shall terminate.





In
      the
      case of an Employee, a change of duties or position within the Company, if
      any,
      shall not be considered a termination of employment for purposes of this
      Plan.  The Option Agreements may contain such provisions as the Board
      shall approve with respect to the effect of approved leaves of absence upon
      termination of employment.




(c)  Termination
      for
      Cause.  In the event of a Grantee's termination of employment
      in the case of an Employee, or termination of the provision of services as
      a
      Consultant in the case of a Consultant, which termination is by the Company
      for
      Cause, any Option or Options held by him under the Plan, to the extent not
      exercised before such termination, shall forthwith terminate.


10





Article
      IX.  Restricted Stock





9.1  Grant
      of Restricted
      Stock.  Subject to section 5.1 and Article VI, shares of
      Restricted Stock may be granted to Employees or Consultants at any time and
      from
      time to time as determined by the Board.  The Board shall have
      complete discretion in determining the number of shares of Restricted Stock
      granted to each Grantee, the time or times within which such Awards may be
      subject to forfeiture and any other terms and conditions of the Awards, in
      addition to those contained in section 9.3.  The Board may condition
      the grant of Restricted Stock upon the attainment of specified performance
      goals
      or such other factors or criteria as the Board shall determine.  The
      provisions of Restricted Stock awards need not be the same with respect to
      each
      recipient.  In making such determinations, the Board may take into
      account the nature of services rendered by such Employee or Consultant, their
      present and potential contributions to the Company, and such other factors
      as
      the Board in its discretion shall deem relevant.





9.2  Awards
      and
      Certificates.  Each Grantee receiving an Award of Restricted
      Stock shall be issued a certificate in respect of such shares of Restricted
      Stock.  Such certificate shall be registered in the name of such
      Grantee and shall bear an appropriate legend referring to the terms, conditions,
      and restrictions applicable to such award, substantially in the following
      form:





"The
      transferability of this certificate and the shares of stock represented hereby
      are subject to the terms and conditions (including forfeiture) of the RC2
      Corporation Incentive Stock Plan and a Restricted Stock
      Agreement.  Copies of such Plan and Agreement are on file at the
      offices of RC2 Corporation, 1111 West 22nd
      Street,
      Oak Brook, Illinois 60523."





The
      Board
      may require that the certificates evidencing such shares be held in custody
      by
      the Company until the restrictions thereon shall have lapsed and that, as a
      condition of any Award of Restricted Stock, the Grantee shall have delivered
      a
      stock power, endorsed in blank, relating to the Stock covered by such
      award.





9.3  Terms
      and
      Conditions.  Shares of Restricted Stock shall be subject to the
      following terms and conditions:





(a)  Subject
      to the provisions of the Plan and the Restricted Stock Agreement referred to
      in
      section 9.3(f), during a period set by the Board, commencing with the date
      of
      such award (the "Restriction Period"), the Grantee shall not be permitted to
      sell, assign, transfer, pledge or otherwise encumber shares of Restricted
      Stock.  Within these limits, the Board may provide for the lapse
      of


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(b)  Except
      as provided in this section and section 9.3(a), the Grantee shall have, with
      respect to the shares of Restricted Stock, all of the rights of a stockholder
      of
      the Company, including the right to vote the shares and the right to receive
      any
      cash dividends.  Unless otherwise determined by the Board, cash
      dividends shall be automatically deferred and reinvested in additional
      Restricted Stock and dividends payable in Stock shall be paid in the form of
      Restricted Stock.





(c)  Except
      to the extent otherwise provided in the applicable Restricted Stock Agreement
      and sections 9.3(a) and (d), upon termination of a Grantee's employment for
      any
      reason during the Restriction Period, all shares still subject to restriction
      shall be forfeited by the Grantee.





(d)  In
      the event of hardship or other special circumstances of a Grantee whose
      employment is involuntarily terminated (other than for Cause), the Board may
      waive in whole or in part any or all remaining restrictions with respect to
      such
      Grantee's shares of Restricted Stock.





(e)  If
      and when the Restriction Period expires without a prior forfeiture of the
      Restricted Stock subject to such Restriction Period, unlegended certificates
      for
      such shares shall be delivered to the Grantee.




(f)  As determined by the Board on the date of grant, each Award of
      Restricted Stock shall be evidenced by a written agreement in a form to be
      established by the Board (the "Restricted Stock Agreement") that
      specifies:  the duration of the Restricted Period; the number of
      shares of Restricted Stock granted; any vesting or other restrictions which
      the
      Board may impose, and any other terms and conditions as shall be determined
      by
      the Board at the time of grant of the Restricted Stock.  All
      Restricted Stock Agreements shall incorporate the provisions of this Plan by
      reference.





Article
      X.  Stock
      Appreciation Rights





10.1  Grant
      of Stock Appreciation
      Rights.  Subject to section 5.1 and Article VI, Stock
      Appreciation Rights may be granted to Employees or Consultants at any time
      and
      from time to time as determined by the Board.  The Board shall have
      complete discretion in determining the number of Stock Appreciation Rights
      granted to each Grantee.  In making such determinations, the Board may
      take into account the nature of services rendered by such Employee
      or


12


Consultant,
      their present and potential contributions to the Company, and such other factors
      as the Board in its discretion shall deem relevant.





10.2  Terms
      and
      Conditions.  Stock Appreciation Rights shall be subject to such
      terms and conditions as shall be determined by the Board, including the
      following:





(a)  As
      determined by the Board on the date of grant, each Stock Appreciation Right
      shall be evidenced by a Stock Appreciation Right grant agreement (the "Stock
      Appreciation Right Agreement") in a form to be established by the Board that
      specifies the exercise price, term, conditions of exercise and such other terms
      as the Board shall determine.  All Stock Appreciation Right Agreements
      shall incorporate the provisions of this Plan by reference.





(b)  No
      Stock Appreciation Right granted pursuant to this Plan shall have an exercise
      price that is less than the Fair Market Value of Stock on the date the Stock
      Appreciation Right is granted.





(c)  Each
      Stock Appreciation Right shall expire at such time as the Board shall determine
      when it is granted, provided, however, that no Stock Appreciation Right shall
      be
      exerciseable later than the tenth anniversary date of its grant.





(d)  Stock
      Appreciation Rights granted under this Plan shall be exercisable at such times
      and be subject to such restrictions and conditions as the Board shall in each
      instance approve, which need not be the same for all Grantees.  Upon
      exercise of a Stock Appreciation Right, a Grantee will be entitled to receive
      payment from the Company in an amount determined by multiplying (A) the
      difference between the Fair Market Value on the Date of Exercise over the
      exercise price of the Stock Appreciation Right, times (B) the number of
      shares of Stock with respect to which the Stock Appreciation Right is
      exercised.  Payment upon exercise of a Stock Appreciation Right shall
      be made in shares of Stock (based on the Fair Market Value on the Date of
      Exercise).





10.3  Exercise
      of a Stock
      Appreciation Right.




(a)  Any Stock Appreciation Right granted hereunder shall be
      exercisable according to the terms of the Plan and at such times and under
      such
      conditions as are determined by the Board and set forth in the Stock
      Appreciation Right Agreement.  If applicable, a Stock Appreciation
      Right may not be exercised for a fraction of a share.


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(b)  A
      Stock Appreciation Right shall be deemed exercised when the Company receives
      written or electronic notice of exercise (in accordance with the Stock
      Appreciation Right Agreement) from the person entitled to exercise the Stock
      Appreciation Right.  If applicable, shares issued upon exercise of a
      Stock Appreciation Right shall be issued in the name of the Grantee or, if
      requested by the Grantee, in the name of the Grantee and his or her
      spouse.  If applicable, until the shares are issued (as evidenced by
      the appropriate entry on the books of the Company or of a duly authorized
      transfer agent of the Company), no right to vote or receive dividends or any
      other rights as a shareholder shall exist with respect to the Stock subject
      to
      the Stock Appreciation Right, notwithstanding the exercise of the Stock
      Appreciation Right.  If applicable, the Company shall issue (or cause
      to be issued) such shares promptly after the Stock Appreciation Right is
      exercised.





10.4  Prohibition
      on
      Repricing.  Except for adjustments pursuant to section 5.3
      and Article XIV, the per share exercise price for any Stock Appreciation Right
      granted pursuant to this Plan may not be decreased after the date of grant
      nor
      may an outstanding Stock Appreciation Right be surrendered to the Company as
      consideration for the grant of a new Stock Appreciation Right with a lower
      exercise price without the approval of the Company's stockholders.





10.5  Privileges of a
      Stockholder.  A Grantee or any other person entitled to
      exercise a Stock Appreciation Right under this Plan shall not have stockholder
      privileges with respect to any Stock covered by the Stock Appreciation Right
      until the date of issuance of a stock certificate for such Stock.





10.6  Termination
      of Employment or
      Services.  Except as otherwise expressly specified by the
      Board, all Stock Appreciation Rights granted under this Plan shall be subject
      to
      the following termination provisions.





(a)  Death.  If
      a Grantee's employment in the case of an Employee, or provision of services
      as a
      Consultant in the case of a Consultant, terminates by reason of death, the
      Stock
      Appreciation Right may thereafter be exercised at any time prior to the
      expiration date of the Stock Appreciation Right or within 12 months after the
      date of such death, whichever period is the shorter, by the person or persons
      entitled to do so under the Grantee's will or, if the Grantee shall fail to
      make
      a testamentary disposition of a Stock Appreciation Right or shall die intestate,
      the Grantee's legal representative or representatives.  The Stock
      Appreciation Right shall be exercisable only to the extent that such Stock
      Appreciation Right was exercisable as of the date of death.





(b)  Termination Other
      Than for
      Cause or Due to Death.  In the event of a Grantee's termination
      of employment in the case of an Employee, or


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In
      the
      case of an Employee, a change of duties or position within the Company, if
      any,
      shall not be considered a termination of employment for purposes of this
      Plan.  The Stock Appreciation Right Agreements may contain such
      provisions as the Board shall approve with respect to the effect of approved
      leaves of absence upon termination of employment.





(c)  Termination
      for
      Cause.  In the event of a Grantee's termination of employment
      in the case of an Employee, or termination of the provision of services as
      a
      Consultant in the case of a Consultant, which termination is by the Company
      for
      Cause, any Stock Appreciation Right or Stock Appreciation Rights held by him
      under the Plan, to the extent not exercised before such termination, shall
      forthwith terminate.





Article
      XI.  Change of Control Provisions





11.1  Impact
      of
      Event.  Notwithstanding any other provision of the Plan to the
      contrary, in the event of a Change of Control (as defined in section 10.2),
      the
      Board may, in its sole and absolute discretion (or, if required pursuant to
      any
      Grantee's written employment agreement, the Board shall for such Grantee),
      cause
      any Options and Stock Appreciation Rights outstanding as of the date such Change
      in Control is determined to have occurred and not then exercisable and vested
      to
      become fully exercisable and vested to the full extent of the original grant
      or
      cause all restrictions applicable to any Restricted Stock to lapse and such
      Restricted Stock to become free of all restrictions and fully vested to the
      full
      extent of the original grant.





11.2  Definition
      of Change of
      Control.  For purposes of the Plan, a "Change of Control" shall
      mean, as to any Grantee, the definition of Change of Control in such Grantee's
      written employment agreement or, if no such Employment Agreement or definition
      in such agreement exists, Change of Control shall mean the happening of any
      of
      the following events:


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(a)  the acquisition by any individual, entity or group (within the
      meaning of section 13(d)(3) or 14(d)(2) of the Exchange Act) (a "Person") of
      beneficial ownership (within the meaning of Rule 13d-3 promulgated under the
      Exchange Act) of 30% or more of either (i) the then outstanding shares of common
      stock of Company (the "Outstanding Common Stock") or (ii) the combined voting
      power of the then outstanding voting securities of Company entitled to vote
      generally in the election of directors (the "Outstanding Voting Securities");
      provided, however, that the following acquisitions shall not constitute a Change
      of Control:  (i) any acquisition directly from Company, (ii) any
      acquisition by Company, (iii) any acquisition by any employee benefit plan
      (or
      related trust) sponsored or maintained by Company or any corporation controlled
      by Company or (iv) any acquisition by any corporation pursuant to a transaction
      which complies with clauses (i), (ii) and (iii) of section 10.2(c);
      or





(b)  individuals
      who, as of May 6, 2005, constitute the Board of Directors of Company (the
      "Incumbent Board") cease for any reason to constitute at least a majority of
      the
      Board of Directors of Company; provided, however, that any individual becoming
      a
      director subsequent to the date hereof whose election, or nomination for
      election by Company's stockholders, was approved by a vote of at least a
      majority of the directors then comprising the Incumbent Board shall be
      considered as though such individual were a member of the Incumbent Board,
      but
      excluding, for this purpose, any such individual whose initial assumption of
      office occurs as a result of an actual or threatened election contest with
      respect to the election or removal of directors or other actual or threatened
      solicitation of proxies or consents by or on behalf of a Person other than
      the
      Board of Directors of Company; or





(c)  approval
      by the stockholders of Company of a reorganization, merger or consolidation
      (a
“Business Combination”), in each case, unless, following such Business
      Combination, (i) all or substantially all of the individuals and entities
      who were the beneficial owners, respectively, of the Outstanding Common Stock
      and Outstanding Voting Securities immediately prior to such Business Combination
      beneficially own, directly or indirectly, more than 60% of, respectively, the
      then outstanding shares of common stock and the combined voting power of the
      then outstanding voting securities entitled to vote generally in the election
      of
      directors, as the case may be, of the corporation resulting from such Business
      Combination (including, without limitation, a corporation which as a result
      of
      such transaction owns Company through one or more subsidiaries) in substantially
      the same proportions as their ownership, immediately prior to such Business
      Combination of the Outstanding Common Stock and Outstanding Voting Securities,
      as the case may be, (ii) no Person (excluding any employee benefit plan (or
      related trust) of Company or such corporation resulting from such
      Business


16


Combination)
      beneficially owns, directly or indirectly, 30% or more of, respectively, the
      then outstanding shares of common stock of the corporation resulting from such
      Business Combination or the combined voting power of the then outstanding voting
      securities of such corporation except to the extent that such ownership existed
      prior to the Business Combination and (iii) at least a majority of the
      members of the board of directors of the corporation resulting from such
      Business Combination were members of the Incumbent Board at the time of the
      approval of the initial agreement, or of the action of the Board of Directors
      of
      Company, providing for such Business Combination; or





(d)  approval
      by the stockholders of Company of (i) a complete liquidation or dissolution
      of Company or (ii) the sale or other disposition of all or substantially
      all of the assets of Company, other than to a corporation, with respect to
      which
      following such sale or other disposition, [a] more than 60% of,
      respectively, the then outstanding shares of common stock of such corporation
      and the combined voting power of the then outstanding voting securities of
      such
      corporation entitled to vote generally in the election of directors is then
      beneficially owned, directly or indirectly, by all or substantially all of
      the
      individuals and entities who were the beneficial owners, respectively, of the
      Outstanding Common Stock and Outstanding Voting Securities immediately prior
      to
      such sale or other disposition in substantially the same proportion as their
      ownership, immediately prior to such sale or other disposition, of the
      Outstanding Common Stock and Outstanding Voting Securities, as the case may
      be,
      [b] less than 30% of, respectively, the then outstanding shares of common
      stock of such corporation and the combined voting power of the then outstanding
      voting securities of such corporation entitled to vote generally in the election
      of directors is then beneficially owned, directly or indirectly, by any Person
      (excluding any employee benefit plan (or related trust) of Company or such
      corporation), except to the extent that such Person owned 30% or more of the
      Outstanding Common Stock or Outstanding Voting Securities prior to the sale
      or
      disposition, and [c] at least a majority of the members of the board of
      directors of such corporation were members of the Incumbent Board at the time
      of
      the approval of the initial agreement, or of the action of the Board of
      Directors of Company, providing for such sale or other disposition of assets
      of
      Company or were elected, appointed or nominated by the Board of Directors of
      Company.





Article
      XII.  Rights of Grantees





12.1  Service.  Nothing
      in this Plan shall interfere with or limit in any way the right of the Company
      to terminate any Employee's employment, or any Consultant's services, at any
      time, nor confer upon any Employee any right to continue in the employ of the
      Company, or upon any Consultant any right to continue to provide services to
      the
      Company.


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12.2  Nontransferability.  Options
      and Stock Appreciation Rights granted under this Plan shall be nontransferable
      by the Grantee, other than by will or the laws of descent and distribution,
      and
      shall be exercisable during the Grantee's lifetime only by the
      Grantee.





Article
      XIII.  Amendment, Modification


and
      Termination of the
      Plan





13.1  Amendment,
      Modification, and
      Termination of the Plan.


The
      Board
      may at any time terminate and from time to time may amend or modify the
      Plan.  The Company shall obtain the approval of the stockholders to
      any amendment to this Plan to the extent necessary to comply with any applicable
      laws or the rules of any stock exchange or quotation system on which the Stock
      is listed or quoted.  No amendment, modification or termination of the
      Plan shall in any manner adversely affect any outstanding Award under the Plan
      without the consent of the Grantee holding the Award.





Article
      XIV.  Acquisition, Merger and Liquidation





14.1  Acquisition.  Notwithstanding
      anything herein to contrary, in the event that an Acquisition (as defined below)
      occurs with respect to the Company, the Company shall have the option, but
      not
      the obligation, to cancel Options and Stock Appreciation Rights outstanding
      as
      of the effective date of Acquisition, whether or not such Options or Stock
      Appreciation Rights are then exercisable, in return for payment to the Grantees
      for each Option and Stock Appreciation Right of an amount equal to a reasonable,
      good faith estimate of an amount (hereinafter the "Spread") equal to the
      difference between the net amount per share payable in the Acquisition, or
      as a
      result of the Acquisition, less the exercise price per share of the Option
      or
      Stock Appreciation Right.  In estimating the Spread, appropriate
      adjustments to give effect to the existence of the Options and Stock
      Appreciation Rights shall be made, such as deeming the Options and Stock
      Appreciation Rights to have been exercised, with the Company receiving the
      exercise price payable under the Options, and treating the shares receivable
      upon exercise of the Options and Stock Appreciation Rights as being outstanding
      in determining the net amount per share.  For purposes of this
      section, an "Acquisition" shall mean any transaction in which substantially
      all
      of the Company's assets are acquired or in which a controlling amount of the
      Company's outstanding shares are acquired, in each case by a single person
      or
      entity or an affiliated group of persons and/or entities.  For
      purposes of this section a controlling amount shall mean more than 50% of the
      issued and outstanding shares of stock of the Company.  The Company
      shall have such an option regardless of how the Acquisition is effectuated,
      whether by direct purchase, through a merger or similar corporate transaction,
      or otherwise.


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In
      cases
      where the Acquisition consists of the acquisition of assets of the Company,
      the
      net amount per share shall be calculated on the basis of the net amount
      receivable with respect to shares upon a distribution and liquidation by the
      Company after giving effect to expenses and charges, including but not limited
      to taxes, payable by the Company before the liquidation can be
      completed.





Where
      the
      Company does not exercise its option under this section 14.1, the remaining
      provisions of this Article XIV shall apply, to the extent
      applicable.





14.2  Merger
      or
      Consolidation.  Subject to section 14.1 and to any
      required action by the stockholders, if the Company shall be the surviving
      corporation in any merger or consolidation, any Option or Stock Appreciation
      Right granted hereunder shall pertain to and apply to the securities to which
      a
      holder of the number of shares of Stock subject to the Option or Stock
      Appreciation Right would have been entitled in such merger or
      consolidation.





14.3  Other
      Transactions.  Subject to section 14.1, dissolution or a
      liquidation of the Company or a merger and consolidation in which the Company
      is
      not the surviving corporation shall cause every Option and Stock Appreciation
      Right outstanding hereunder to terminate as of the effective date of the
      dissolution, liquidation, merger or consolidation.  However, the
      Grantee either (i) shall be offered a firm commitment whereby the resulting
      or
      surviving corporation in a merger or consolidation will tender to the Grantee
      an
      option or stock appreciation right, as applicable (the "Substitute Award")
      on
      terms and conditions both as to number of shares and otherwise, which will
      substantially preserve to the Grantee the rights and benefits of the Option
      or
      Stock Appreciation Right outstanding hereunder granted by the Company, or (ii)
      shall have the right immediately prior to such dissolution, liquidation, merger,
      or consolidation to exercise any unexercised Options and Stock Appreciation
      Rights whether or not then exercisable, subject to the provisions of this
      Plan.  The Board shall have absolute and uncontrolled discretion to
      determine whether the Grantee has been offered a firm commitment and whether
      the
      tendered Substitute Award will substantially preserve to the Grantee the rights
      and benefits of the Options and Stock Appreciation Rights outstanding
      hereunder.  In any event, any Substitute Award for an Incentive Stock
      Option shall comply with the requirements of the Code.





Article
      XV. Securities
      Registration





15.1  Securities
      Registration.  In the event that the Company shall deem it
      necessary or desirable to register under the Securities Act of 1933, as amended,
      or any other applicable statute, any Awards or any Stock with respect to which
      an Award may be or shall have been granted or exercised, or to qualify any
      such
      Awards or Stock under the Securities Act of 1933, as amended, or any
      other


19




Unless
      the Company has determined that the following representation is unnecessary,
      each person exercising an Option or Stock Appreciation Right or receiving an
      Award of Restricted Stock under the Plan may be required by the Company, as
      a
      condition to the issuance of the shares pursuant to exercise of the Option
      or
      Stock Appreciation Right or Award, to make a representation in writing (a)
      that
      he is acquiring such shares for his own account for investment and not with
      a
      view to, or for sale in connection with, the distribution of any part thereof,
      and (b) that before any transfer in connection with the resale of such shares,
      he will obtain the written opinion of counsel to the Company, or other counsel
      acceptable to the Company, that such shares may be transferred.  The
      Company may also require that the certificates representing such shares contain
      legends reflecting the foregoing.





Article
      XVI.  Tax
      Withholding





16.1  Tax
      Withholding.  Whenever shares of Stock are to be issued in
      satisfaction of Options or Stock Appreciation Rights exercised under this Plan
      or pursuant to an Award of Restricted Stock, the Company shall have the power
      to
      require the recipient of the Stock to remit to the Company an amount sufficient
      to satisfy federal, state and local withholding tax
      requirements.  Unless otherwise determined by the Board, withholding
      obligations may be settled with Stock, including Stock that is part of the
      award
      that gives rise to the withholding requirement.  The obligations of
      the Company under the Plan shall be conditional on such payment or arrangements,
      and the Company, its subsidiaries and affiliates shall, to the extent permitted
      by law, have the right to deduct any such taxes from any payment otherwise
      due
      to the participant.





Article
      XVII.  Indemnification





17.1  Indemnification.  To
      the extent permitted by law, each person who is or shall have been a member
      of
      the Board shall be indemnified and held harmless by the Company against and
      from
      any loss, cost, liability, or expense that may be imposed upon or reasonably
      incurred by him in connection with or resulting from any claim, action, suit,
      or
      proceeding to which he may be a party or in which he may be involved by reason
      of any action taken or failure to act under the Plan and against and from any
      and all amounts paid by him in settlement thereof, with the Company's approval,
      or paid by him in satisfaction of judgment in any such action, suit or
      proceeding against him, provided he shall give the Company an opportunity,
      at
      its own expense, to handle and defend it on his own
      behalf.  The


20




Article
      XVIII.  Requirements of Law




18.1  Requirements
      of
      Law.  The granting of Awards and the issuance of shares of
      Stock shall be subject to all applicable laws, rules, and regulations, and
      to
      such approvals by any governmental agencies or national securities exchanges
      as
      may be required.





18.2  Governing
      Law.  The Plan and all agreements hereunder shall be construed
      in accordance with and governed by the laws of the state of
      Delaware.





Article
      XIX.  Compliance with Code





19.1  Compliance
      with
      Code.  Incentive Stock Options granted hereunder are intended
      to qualify as "incentive stock options" under Code section 422.  If
      any provision of this Plan is susceptible to more than one interpretation,
      such
      interpretation shall be given thereto as is consistent with Incentive Stock
      Options granted under this Plan being treated as incentive stock options under
      the Code.  Awards granted hereunder to any person who is a "covered
      employee" under Code section 162(m) at any time when the Company is subject
      to
      Code section 162(m) are intended to qualify as performance-based compensation
      within the meaning of Code section 162(m)(4)(C).  If any provision of
      this Plan is susceptible to more than one interpretation, such interpretation
      shall be given thereto as is consistent with Awards granted under this Plan
      to
      such "covered employees" being treated as performance-based compensation under
      Code section 162(m).





This
      Plan
      was:





Approved
      and adopted by the Board of Directors and the stockholders of the Company
      effective May 6, 2005.





Approved
      and adopted, as amended and restated, by the Board of Directors and stockholders
      of the Company effective May 8, 2008.





Approved
      and adopted, as amended and restated, by the Board of Directors of the Company
      effective February 25, 2009.




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