Exhibit
      10.1











**CENVEO,
      INC.**




**2007
      LONG-TERM EQUITY INCENTIVE PLAN**






**SECTION
                1.**
            **PURPOSE**




This
      plan
      shall be known as the Cenveo, Inc. 2007 Long-Term Equity Incentive Plan (the
      “Plan”).  The purpose of the Plan is to promote the interests of
      Cenveo, Inc. (the “Company”) and its Subsidiaries and the Company's stockholders
      by (i) attracting and retaining key officers, employees, and directors of,
      and
      consultants to, the Company and its Subsidiaries and any future Affiliates;
      (ii)
      motivating such individuals by means of performance-related incentives to
      achieve long-range performance goals; (iii) enabling such individuals to
      participate in the long-term growth and financial success of the Company; (iv)
      encouraging ownership of stock in the Company by such individuals; and (v)
      linking their compensation to the long-term interests of the Company and its
      stockholders.  With respect to any awards granted under the Plan that
      are intended to comply with the requirements of “performance-based compensation”
under Section 162(m) of the Code, the Plan shall be interpreted in a manner
      consistent with such requirements.




**SECTION
                2.**
            **DEFINITIONS**




As
      used
      in the Plan, the following terms shall have the meanings set forth
      below:




(a)  “AFFILIATE”
      shall mean (i) any entity that, directly or indirectly, is controlled by the
      Company, (ii) any entity in which the Company has a significant equity interest,
      (iii) an affiliate of the Company, as defined in Rule 12b-2 promulgated under
      Section 12 of the Exchange Act, and (iv) any entity in which the Company has
      at
      least twenty percent (20%) of the combined voting power of the entity's
      outstanding voting securities, in each case as designated by the Board as being
      a participating employer in the Plan.




(b)  “AWARD”
      shall mean any Option, Stock Appreciation Right, Restricted Share Award,
      Restricted Share Unit, Performance Award, Other Stock-Based Award or other
      award
      granted under the Plan, whether singly, in combination, or in tandem, to a
      Participant by the Committee (or the Board) pursuant to such terms, conditions,
      restrictions and/or limitations, if any, as the Committee (or the Board) may
      establish.




(c)  “AWARD
      AGREEMENT” shall mean any written agreement, contract, or other instrument or
      document evidencing any Award, which may, but need not, be executed or
      acknowledged by a Participant.




(d)  “BOARD”
      shall mean the board of directors of the Company.




(e)  “CHANGE
      IN CONTROL” shall mean, unless otherwise defined in the applicable Award
      Agreement, any of the following events:




(i)  An
      acquisition (other than directly from the Company) of any voting securities
      of
      the Company (the “Voting Securities”) by any “Person” (as the term Person is
      used for purposes of Section 13(d) or 14(d) of the Exchange Act) immediately
      after which such Person has “Beneficial Ownership” (within the meaning of Rule
      13d-3 promulgated under the Exchange Act) of forty percent (40%) or more of
      the
      combined voting power of the then outstanding Voting Securities; provided,











however,
      that in determining whether a Change in Control has occurred, Voting Securities
      which are acquired in a “Non-Control Acquisition” (as hereinafter defined) shall
      not constitute an acquisition which would cause a Change in
      Control.   A “Non-Control Acquisition” shall mean an acquisition
      by (i) an employee benefit plan (or a trust forming a part thereof) maintained
      by (A) the Company or (B) any Subsidiary or (ii) the Company or any
      Subsidiary;




(ii)  The
      individuals who, as of the date hereof, are members of the Board (the “Incumbent
      Board”), cease for any reason to constitute at least a majority of the Board;
      provided, however, that if the election or nomination for election by the
      Company's stockholders of any new director was approved by a vote of at least
      two-thirds of the Incumbent Board, such new director shall, for purposes of
      this
      Agreement, be considered as a member of the Incumbent Board; provided, further,
      however, that no individual shall be considered a member of the Incumbent Board
      if (1) such individual initially assumed office as a result of either an actual
      or threatened “Election Contest” (as described in Rule 14a-11 promulgated under
      the Exchange Act) or other actual or threatened solicitation of proxies or
      consents by or on behalf of a Person other than the Board (a “Proxy Contest”)
      including by reason of any agreement intended to avoid or settle any Election
      Contest or Proxy Contest or (2) such individual was designated by a Person
      who
      has entered into an agreement with the Company to effect a transaction described
      in clause (i), (iii) or (iv) of this paragraph;




(iii)  Consummation
      of a merger, consolidation or reorganization involving the Company,
      unless,




(A)  The
      stockholders of the Company immediately before such merger, consolidation or
      reorganization, own, directly or indirectly, immediately following such merger,
      consolidation or reorganization, at least sixty percent (60%) of the combined
      voting power of the outstanding Voting Securities of the corporation (the
“Surviving Corporation”) in substantially the same proportion as their ownership
      of the Voting Securities immediately before such merger, consolidation or
      reorganization;




(B)  The
      individuals who were members of the Incumbent Board immediately prior to the
      execution of the agreement providing for such merger, consolidation or
      reorganization constitute at least two-thirds of the members of the board of
      directors of the Surviving Corporation; and




(C)  No
      Person
      (other than the Company, any Subsidiary, any employee benefit plan (or any
      trust
      forming a part thereof) maintained by the Company, the Surviving Corporation
      or
      any Subsidiary, or any Person who, immediately prior to such merger,
      consolidation or reorganization, had Beneficial Ownership of forty percent
      (40%)
      or more of the then outstanding Voting Securities) has Beneficial Ownership
      of
      forty percent (40%) or more of the combined voting power of the Surviving
      Corporation's then outstanding Voting Securities; or




(iv)  Approval
      by the shareholders of the Company of:




(A)  A
      complete liquidation or dissolution of the Company; or




(B)  An
      agreement for the sale or other disposition of all or substantially all of
      the
      assets of the Company to any Person (other than a transfer to a
      Subsidiary).




Notwithstanding
      the foregoing, a Change in Control shall not be deemed to occur solely because
      any Person (the “Subject Person”) acquired Beneficial Ownership of more than the
      permitted amount of the outstanding Voting Securities as a result of the
      acquisition of Voting Securities by the Company which, by reducing the number
      of
      Voting Securities outstanding, increased the proportional number of shares
      Beneficially Owned by the Subject Person, provided that if a Change in Control
      would occur (but




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for
      the
      operation of this sentence) as a result of the acquisition of Voting Securities
      by the Company, and after such share acquisition by the Company, the Subject
      Person becomes the Beneficial Owner of any additional Voting Securities
      Beneficially Owned by the Subject Person, then a Change in Control shall
      occur.




(f)  “CODE”
      shall mean the Internal Revenue Code of 1986, as amended from time to
      time.  Any reference to a section of the Code shall include all
      regulations promulgated thereunder and any successor provision thereto as in
      effect from time to time.




(g)  “COMMITTEE”
      shall mean a committee of the Board composed entirely of Non-Employee Directors,
      each of whom shall in addition satisfy the requirements to qualify as a
“non-employee director” for purposes of Exchange Act Section 16 and Rule 16b-3
      thereunder and an “outside director” for purposes of Section
      162(m).




(h)  “CONSULTANT”
      shall mean any consultant to the Company or its Subsidiaries or
      Affiliates.




(i)  “DIRECTOR”
      shall mean a member of the Board.




(j)  “EMPLOYEE”
      shall mean a current or prospective officer or employee of the Company or of
      any
      Subsidiary or Affiliate.




(k)  “EXCHANGE
      ACT” shall mean the Securities Exchange Act of 1934, as amended from time to
      time.




(l)  “FAIR
      MARKET VALUE” with respect to the Shares, shall mean, (1) for all purposes other
      than a sale of the Shares on the open market, (i) the closing sales price of
      the
      Shares on the New York Stock Exchange, or any other exchange or market which
      is
      the primary trading market for the Shares, on such date, or in the absence
      of
      reported sales on such date, the closing sales price on the immediately
      preceding date on which sales were reported or (ii) in the event there is no
      public market for the Shares on such date, the fair market value as determined,
      in good faith, by the Committee in its sole discretion; and (2) for purposes
      of
      a sale of a Share on the open market as of any date, the actual sales price
      on
      that date.




(m)  “INCENTIVE
      STOCK OPTION” shall mean an option to purchase Shares from the Company that is
      granted under Section 6 of the Plan and that is both designated as an Incentive
      Stock Option and qualifies as an incentive stock option within the meaning
      of
      Section 422 of the Code.




(n)  “NON-QUALIFIED
      STOCK OPTION” shall mean an option to purchase Shares from the Company that is
      granted under Section 6 of the Plan which either is designated as a
      Non-Qualified Stock Option or does not qualify as an incentive stock option
      within the meaning of Section 422 of the Code.




(o)  “NON-EMPLOYEE
      DIRECTOR” shall mean a member of the Board who is not an officer or employee of
      the Company or any Subsidiary or Affiliate.




(p)  “OPTION”
      shall mean an Incentive Stock Option or a Non-Qualified Stock
      Option.




(q)  “OPTION
      PRICE” shall mean the purchase price payable to purchase one Share upon the
      exercise of an Option.




(r)  “OTHER
      STOCK-BASED AWARD” shall mean any Award granted under Section 9 of the
      Plan.




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(s)  “PARTICIPANT”
      shall mean any Employee, Director, Consultant or other person who receives
      an
      Award under the Plan.




(t)  “PERFORMANCE
      AWARD” shall mean any Award granted under Section 8 of the Plan.




(u)  “PERSON”
      shall mean any individual, corporation, partnership, limited liability company,
      associate, joint-stock company, trust, unincorporated organization, government
      or political subdivision thereof or other entity.




(v)  “RESTRICTED
      SHARE” shall mean any Share granted under Section 7 of the Plan.




(w)  “RESTRICTED
      SHARE UNIT” or “RSU” shall mean any unit granted under Section 7 of the
      Plan.




(x)  “SEC”
      shall mean the Securities and Exchange Commission or any successor
      thereto.




(y)  “SECTION
      16” shall mean Section 16 of the Exchange Act and the rules promulgated
      thereunder and any successor provision thereto as in effect from time to
      time.




(z)  “SECTION
      162(m)” shall mean Section 162(m) of the Code.




(aa)  “SECTION
      409A” shall mean Section 409A of the Code.




(bb)  “SHARES”
      shall mean shares of the common stock, $0.01 par value, of the
      Company.




(cc)  “STOCK
      APPRECIATION RIGHT” or “SAR” shall mean a stock appreciation right granted under
      Section 6 of the Plan that entitles the holder to receive, with respect to
      each
      Share as to which the award is granted, the amount determined by the Committee
      and specified in an Award Agreement.  In the absence of such a
      determination, the holder shall be entitled to receive, with respect to each
      Share as to which the award is granted, the excess of the Fair Market Value
      of a
      Share on the date of exercise over the Fair Market Value of a Share on the
      date
      of grant.




(dd)  “SUBSIDIARY”
      shall mean any Person (other than the Company) of which a majority of its voting
      power or its equity securities or equity interest is owned directly or
      indirectly by the Company.




(ee)  “SUBSTITUTE
      AWARDS” shall mean Awards granted solely in assumption of, or in substitution
      for, outstanding awards previously granted by a company acquired by the Company
      or with which the Company combines.




**SECTION
                3.**
            **ADMINISTRATION**




3.1  Authority
      of Committee.  The Plan shall be administered by the Committee,
      which shall be appointed by and serve at the pleasure of the Board; provided,
      however, with respect to Awards to Non-Employee Directors, all references in
      the
      Plan to the Committee shall be deemed to be references to the
      Board.  Subject to the terms of the Plan and applicable law, and in
      addition to other express powers and authorizations conferred on the Committee
      by the Plan, the Committee shall have full power and authority in its discretion
      to: (i) designate Participants; (ii) determine the type or types of Awards
      to be
      granted to a Participant (which may include tandem awards, pursuant to which
      a
      Participant may receive the benefit of one Award only to the extent he or she
      relinquishes the tandem Award); (iii) determine the number of Shares to be
      covered by, or with respect to which payments, rights, or other matters are
      to
      be calculated in connection with Awards; (iv) determine the timing, terms,
      and
      conditions of any Award; (v) accelerate the time at which all or any part of
      an
      Award may be settled or exercised (subject to any




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limitations
      imposed by Section 409A); (vi) determine whether, to what extent, and under
      what
      circumstances Awards may be settled or exercised in cash, Shares, other
      securities, other Awards or other property, or canceled, forfeited, or suspended
      and the method or methods by which Awards may be settled, exercised, canceled,
      forfeited, or suspended; (vii) determine whether, to what extent, and under
      what
      circumstances cash, Shares, other securities, other Awards, other property,
      and
      other amounts payable with respect to an Award shall be deferred either
      automatically or at the election of the holder thereof or of the Committee;
      (viii) interpret and administer the Plan and any instrument or agreement
      relating to, or Award made under, the Plan; (ix) except to the extent prohibited
      by Section 6.2 and after taking Section 409A into consideration, amend or modify
      the terms of any Award at or after grant (with the consent of the holder of
      the
      Award to the extent required by Section 14.2); (x) establish, amend, suspend,
      or
      waive such rules and regulations and appoint such agents as it shall deem
      appropriate for the proper administration of the Plan; and (xi) make any other
      determination and take any other action that the Committee deems necessary
      or
      desirable for the administration of the Plan, subject to the exclusive authority
      of the Board under Section 14.1 hereunder to amend or terminate the
      Plan.




3.2  Committee
      Discretion Binding.  Unless otherwise expressly provided in the
      Plan, all designations, determinations, interpretations, and other decisions
      under or with respect to the Plan or any Award shall be within the sole
      discretion of the Committee, may be made at any time and shall be final,
      conclusive, and binding upon all Persons, including the Company, any Subsidiary
      or Affiliate, any Participant and any holder or beneficiary of any
      Award.




3.3  Action
      by the Committee.  The Committee shall hold its meetings at such
      times and places and in such manner as it may determine.  All
      determinations of the Committee shall be made by not less than a majority of
      its
      members.  Any decision or determination reduced to writing and signed
      by all of the members of the Committee shall be fully effective as if it had
      been made by a majority vote at a meeting duly called and held.  The
      Committee may appoint a Secretary and may make such rules and regulations for
      the conduct of its business, as it shall deem advisable.




3.4  Delegation.  Subject
      to the terms of the Plan and applicable law, the Committee may delegate to
      a
      committee of two or more officers or managers of the Company or of any
      Subsidiary or Affiliate the authority, subject to such terms and limitations
      as
      the Committee shall determine, to grant Awards to, or to cancel, modify or
      waive
      rights with respect to, or to alter, discontinue, suspend, or terminate Awards
      held by Participants who are not officers or directors of the Company for
      purposes of Section 16 or who are otherwise not subject to such
      Section.




3.5  No
      Liability.  No member of the Board or Committee or any officer or
      employee of the Company to whom they have delegated authority under the Plan
      shall be liable for any action taken or determination made in good faith with
      respect to the Plan or any Award granted hereunder, and the Company shall
      indemnify such individuals, to the fullest extent permitted by law, in respect
      of any such action or determination made in good faith.




**SECTION
                4.**
            **SHARES
                AVAILABLE FOR AWARDS**




4.1  Shares
      Available.  Subject to the provisions of Section 4.2 hereof, the
      stock to be subject to Awards under the Plan shall be the Shares of the Company
      and the maximum number of Shares with respect to which Awards may be granted
      under the Plan shall be 2 million Shares plus any unused Shares authorized
      for
      Awards under the Cenveo, Inc. 2001 Long-Term Equity Incentive Plan (the “2001
      Plan”) (including unused Shares authorized under prior plans which were rolled
      into the 2001 Plan).  Of the Shares available for Awards under this
      Plan, no more than 1,500,000 Shares (plus any unused Shares previously
      authorized for restricted share or RSU awards under prior plans) shall be
      granted as Restricted Shares or issued with respect to Restricted Share Units
      or
      other full value share awards.  No more than 500,000 Shares shall be
      issued with respect to Incentive Stock Options.  Notwithstanding the




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foregoing
      and subject to adjustment as provided in Section 4.2, the maximum number of
      Shares with respect to which Awards may be granted under the Plan shall be
      increased by the number of Shares with respect to which stock options or other
      awards granted under the Mail-Well, Inc. 1994 Stock Option Plan, Mail-Well,
      Inc.
      1996 Directors Stock Option Plan, Mail-Well, Inc. 1997 Non-Qualified Stock
      Option Plan, Mail-Well, Inc. 1998 Stock Option Plan, and the 2001 Plan were
      outstanding as of the effective date of this Plan, but which terminate, expire
      unexercised, or are settled for cash, forfeited or canceled without the delivery
      of Shares under the terms of such plans after the effective date of this
      Plan.




If,
      after
      the effective date of the Plan, any Shares covered by an Award granted under
      this Plan, or to which such an Award relates, are forfeited, or if such an
      Award
      is settled for cash or otherwise terminates, expires unexercised, or is canceled
      without the delivery of Shares, then the Shares covered by such Award, or to
      which such Award relates, or the number of Shares otherwise counted against
      the
      aggregate number of Shares with respect to which Awards may be granted, to
      the
      extent of any such settlement, forfeiture, termination, expiration, or
      cancellation, shall again become Shares with respect to which Awards may be
      granted.  In the event that withholding tax liabilities arising from
      any Award other than Options or SARs are satisfied by the withholding of Shares
      from such Award, the number of Shares available for Awards under the Plan shall
      be increased by the number of Shares withheld.




Notwithstanding
      the foregoing and subject to adjustment as provided in Section 4.2 hereof,
      no
      Participant may receive Options or SARs under the Plan in any calendar year
      that
      relate to more than 750,000 Shares.




4.2  Adjustments.  In
      the event that the Committee determines that any dividend or other distribution
      (whether in the form of cash, Shares, other securities, or other property)
      recapitalization, stock split, reverse stock split, reorganization, merger,
      consolidation, split-up, spin-off, combination, repurchase, or exchange of
      Shares or other securities of the Company, issuance of warrants or other rights
      to purchase Shares or other securities of the Company, or other similar
      corporate transaction or event affects the Shares such that an adjustment is
      determined by the Committee, in its sole discretion, to be appropriate in order
      to prevent dilution or enlargement of benefits under the Plan, then the
      Committee shall, in such manner as it may deem equitable and taking Section
      409A
      into account (and, with respect to Incentive Stock Options, in such manner
      as is
      consistent with Section 422 of the Code and the regulations thereunder): (i)
      adjust any or all of (1) the aggregate number of Shares or other securities
      of
      the Company (or number and kind of other securities or property) with respect
      to
      which Awards may be granted under the Plan; (2) the number of Shares or other
      securities of the Company (or number and kind of other securities or property)
      subject to outstanding Awards under the Plan; and (3) the grant or exercise
      price with respect to any Award under the Plan, provided that the number of
      shares subject to any Award shall always be a whole number; (ii) if deemed
      appropriate, provide for an equivalent award in respect of securities of the
      surviving entity of any merger, consolidation or other transaction or event
      having a similar effect; or (iii) if deemed appropriate, make provision for
      a
      cash payment to the holder of an outstanding Award.




4.3  Substitute
      Awards.  Any Shares issued by the Company as Substitute Awards in
      connection with the assumption or substitution of outstanding grants from any
      acquired corporation or company with which the Company combines shall not reduce
      the Shares available for Awards under the Plan.




4.4  Sources
      of Shares Deliverable Under Awards.  Any Shares delivered pursuant
      to an Award may consist, in whole or in part, of authorized and unissued Shares
      or of issued Shares that have been reacquired by the Company.




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**SECTION
                5.**
            **ELIGIBILITY**




Any
      Employee, Director or Consultant shall be eligible to be granted Awards under
      the Plan; provided, however, that Non-Employee Directors shall only be eligible
      to receive Awards granted consistent with Section 10.




**SECTION
                6.**
            **STOCK
                OPTIONS AND STOCK APPRECIATION
                RIGHTS**




6.1  Grant.  Subject
      to the provisions of the Plan, the Committee shall have sole and complete
      authority to determine the Participants to whom Options and SARs shall be
      granted, the number of Shares subject to each Award, the Option exercise price
      or SAR base price and the conditions and limitations applicable to the exercise
      of each Option and SAR.  The Committee shall have the authority to
      grant Incentive Stock Options, or to grant Non-Qualified Stock Options, or
      to
      grant both types of Options, in each case with or without tandem
      SARs.  In the case of Incentive Stock Options or tandem SARs related
      to such Options, the terms and conditions of such grants shall be subject to
      and
      comply with such rules as may be prescribed by Section 422 of the
      Code.  A person who has been granted an Option or SAR under this Plan
      may be granted additional Options or SARs under the Plan if the Committee shall
      so determine; provided, however, that to the extent the aggregate Fair Market
      Value (determined at the time the Option is granted) of the Shares with respect
      to which all incentive stock options are exercisable for the first time by
      an
      Employee during any calendar year (under all plans described in Section 422(d)
      of the Code of the Company and its Subsidiaries) exceeds $100,000 (or such
      higher amount as is permitted in the future under Section 422(d) of the Code)
      such Options shall be Non-Qualified Stock Options.




6.2  Price.  The
      Committee in its sole discretion shall establish the Option Price at the time
      each Option is granted.  Except in the case of Substitute Awards, the
      Option Price of an Option may not be less than 100% of the Fair Market Value
      of
      a Share on the date of grant of such Option.  Notwithstanding the
      foregoing and except as permitted by the provisions of Section 4.2 and Section
      14 hereof, the Committee shall not have the power to (i) amend the terms of
      previously granted Options to reduce the Option Price of such Options, or (ii)
      cancel such Options and grant substitute Options with a lower Option Price
      than
      the canceled Options.  Except with respect to Substitute Awards, SARs
      may not be granted with a base price less than the Fair Market Value of a Share
      on the date of grant.




6.3  Term.  Subject
      to the provisions of Section 6.6, each Option and SAR and all rights and
      obligations thereunder shall expire on the date determined by the Committee
      and
      specified in the Award Agreement.  The Committee shall be under no
      duty to provide terms of like duration for Options or SARs granted under the
      Plan.  Notwithstanding the foregoing, no Option or SAR shall be
      exercisable after the expiration of seven (7) years from the date such Option
      or
      SAR was granted.




6.4  Exercise.




(a)  Each
      Option and SAR shall be exercisable at such times and subject to such terms
      and
      conditions as the Committee may, in its sole discretion, specify in the
      applicable Award Agreement or thereafter.  The Committee shall have
      full and complete authority to determine, subject to Section 6.6 herein, whether
      an Option or SAR will be exercisable in full at any time or from time to time
      during the term of the Option or SAR, or to provide for the exercise thereof
      in
      such installments, upon the occurrence of such events and at such times during
      the term of the Option or SAR as the Committee may
      determine.  Notwithstanding the foregoing, an Option or SAR may not be
      exercisable faster than in equal installments over three (3) years after grant
      (for time-based vesting)or prior
      to one
      (1) year after grant (for performance-based vesting), except (i) pursuant
      to a Change in Control, (ii) for Awards to Non-Employee Directors, and
      (iii) as provided in Section 12.




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(b)  The
      Committee may impose such conditions with respect to the exercise of Options,
      including without limitation, any relating to the application of federal, state
      or foreign securities laws or the Code, as it may deem necessary or
      advisable.  The exercise of any Option granted hereunder shall be
      effective only at such time as the sale of Shares pursuant to such exercise
      will
      not violate any state or federal securities or other laws.




(c)  An
      Option
      or SAR may be exercised in whole or in part at any time, with respect to whole
      Shares only, within the period permitted thereunder for the exercise thereof,
      and shall be exercised by written notice of intent to exercise the Option or
      SAR, delivered to the Company at its principal office, and payment in full
      to
      the Company at the direction of the Committee of the amount of the Option Price
      for the number of Shares with respect to which the Option is then being
      exercised, together with any applicable withholding taxes (unless the Committee
      has approved an alternative manner of satisfying the withholding
      requirements).  A tandem SAR that is related to an Incentive Stock
      Option may be exercised only to the extent that the related Option is
      exercisable and only when the Fair Market Value of a Share exceeds the Option
      Price of the related Option.  The exercise of either an Option or
      tandem SAR shall result in the termination of the other to the extent of the
      number of Shares with respect to which either the Option or tandem SAR is
      exercised.




(d)  Payment
      of the Option Price shall be made in cash or cash equivalents, or, at the
      discretion of the Committee and subject to applicable securities laws, (i)
      in
      whole Shares valued at the Fair Market Value of such Shares on the date of
      exercise, (ii) by a combination of such cash (or cash equivalents) and such
      Shares, (iii) by delivering a notice of exercise of the Option and
      simultaneously selling the Shares thereby acquired, pursuant to a brokerage
      or
      similar agreement approved in advance by proper officers of the Company, using
      the proceeds of such sale as payment of the Option Price, together with any
      applicable withholding taxes, or (iv) by any other exercise method (including
      attestation of shares) approved by the Committee. Until the optionee has been
      issued the Shares subject to such exercise, he or she shall possess no rights
      as
      a stockholder with respect to such Shares.




(e)  At
      the
      Committee's discretion, the amount payable as a result of the exercise of an
      SAR
      may be settled in cash, Shares, or a combination of cash and
      Shares.  A fractional Share shall not be deliverable upon the exercise
      of a SAR but a cash payment will be made in lieu thereof.




6.5  [Reserved].




6.6  Ten
      Percent Stock Rule.  Notwithstanding any other provisions in the
      Plan, if at the time an Option or SAR is otherwise to be granted pursuant to
      the
      Plan the optionee or rights holder owns directly or indirectly (within the
      meaning of Section 424(d) of the Code) Shares of the Company possessing more
      than ten percent (10%) of the total combined voting power of all classes of
      Stock of the Company or its parent or Subsidiary or Affiliate corporations
      (within the meaning of Section 422(b)(6) of the Code), then any Incentive Stock
      Option or tandem SAR to be granted to such optionee or rights holder pursuant
      to
      the Plan shall satisfy the requirement of Section 422(c)(5) of the Code, and
      the
      Option Price shall be not less than 110% of the Fair Market Value of the Shares
      of the Company, and such Option by its terms shall not be exercisable after
      the
      expiration of five (5) years from the date such Option is granted.




**SECTION
      7.** **RESTRICTED
      SHARES AND RESTRICTED SHARE UNITS**




7.1  Grant.




(a)  Subject
      to the provisions of the Plan, the Committee shall have sole and complete
      authority to determine the Participants to whom Restricted Shares and Restricted
      Share Units shall be granted, the number of Restricted Shares and/or the number
      of Restricted Share Units to be granted to each Participant, the duration of
      the
      period during which, and the conditions under which, the Restricted




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Shares
      and Restricted Share Units may be forfeited to the Company, and the other terms
      and conditions of such Awards.  The Restricted Share and Restricted
      Share Unit Awards shall be evidenced by Award Agreements in such form as the
      Committee shall from time to time approve, which agreements shall comply with
      and be subject to the terms and conditions provided hereunder and any additional
      terms and conditions established by the Committee that are consistent with
      the
      terms of the Plan.




(b)  Each
      Restricted Share and Restricted Share Unit Award made under the Plan shall
      be
      for such number of Shares as shall be determined by the Committee and set forth
      in the Award Agreement containing the terms of such Restricted Share or
      Restricted Share Unit Award.  The Award Agreement shall set forth a
      period of time during which the grantee must remain in the continuous employment
      of the Company in order for the forfeiture and transfer restrictions to
      lapse.  If the Committee so determines, the restrictions may lapse
      during such restricted period in installments with respect to specified portions
      of the Shares covered by the Restricted Share or Restricted Share Unit
      Award.  The restrictions shall lapse no sooner than in equal
      installments over a period of at least three (3) years from the date of grant
      (for time-based vesting) or one (1) year from the date of grant for
      performance-based vesting, except (i) pursuant to a Change in Control, (ii)
      for Awards to Non-Employee Directors, and (iii) as provided in Section
      12.  The Award Agreement may also, in the discretion of the Committee,
      set forth performance or other conditions that will subject the Shares to
      forfeiture and transfer restrictions.  Subject to the foregoing
      provisions of this Section 7.1(b), the Committee may, at its discretion, waive
      all or any part of the restrictions applicable to any or all outstanding
      Restricted Share and Restricted Share Unit Awards except that the Committee
      may
      not waive restrictions with respect to awards intended to qualify under Section
      162(m) if such waiver would cause the award to fail to qualify as
“performance–based” under Section 162(m).




7.2  Delivery
      of Shares and Transfer Restrictions.  At the time of a Restricted
      Share Award, a certificate representing the number of Shares awarded thereunder
      shall be registered in the name of the grantee. Such certificate shall be held
      by the Company or any custodian appointed by the Company for the account of
      the
      grantee subject to the terms and conditions of the Plan, and shall bear such
      a
      legend setting forth the restrictions imposed thereon as the Committee, in
      its
      discretion, may determine.  Except as provided by the Committee
      pursuant to Section 15.9, the grantee shall have all rights of a stockholder
      with respect to the Restricted Shares, including the right to receive dividends
      and the right to vote such Shares, subject to the following restrictions: (i)
      the grantee shall not be entitled to delivery of the stock certificate until
      the
      expiration of the restricted period and the fulfillment of any other restrictive
      conditions set forth in the Award Agreement with respect to such Shares; (ii)
      none of the Shares may be sold, assigned, transferred, pledged, hypothecated
      or
      otherwise encumbered or disposed of during such restricted period or until
      after
      the fulfillment of any such other restrictive conditions; (iii) except as
      otherwise determined by the Committee at or after grant, all of the Shares
      shall
      be forfeited and all rights of the grantee to such Shares shall terminate,
      without further obligation on the part of the Company, unless the grantee
      remains in the continuous employment of the Company for the entire restricted
      period in relation to which such Shares were granted and unless any other
      restrictive conditions relating to the Restricted Share Award are met; and
      (iv)
      the grantee’s right to dividends shall be subject to the Committee’s discretion
      under Section 15.2 hereof.  Any Shares, any other securities of the
      Company and any other property (except for cash dividends) distributed with
      respect to the Shares subject to Restricted Share Awards shall be subject to
      the
      same restrictions, terms and conditions as such Restricted Shares.




7.3  Termination
      of Restrictions.  At the end of the restricted period and provided
      that any other restrictive conditions of the Restricted Share Award are met,
      or
      at such earlier time as otherwise determined by the Committee, all restrictions
      set forth in the Award Agreement relating to the Restricted Share Award or
      in
      the Plan shall lapse as to the Restricted Shares subject thereto, and a stock
      certificate for the appropriate number of Shares, free of the restrictions
      and
      restricted stock legend, shall be delivered to the Participant or the
      Participant's beneficiary or estate, as the case may be.




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7.4  Payment
      of Restricted Share Units.  Each Restricted Share Unit shall have
      a value equal to the Fair Market Value of a Share.  Restricted Share
      Units shall be paid in cash, Shares, other securities or other property, as
      determined in the sole discretion of the Committee, upon the lapse of the
      restrictions applicable thereto, or otherwise in accordance with the applicable
      Award Agreement.  A Participant shall be credited with dividend
      equivalents on any vested Restricted Share Units credited to the Participant's
      account at the time of any payment of dividends to stockholders on
      Shares.  The amount of any such dividend equivalents shall equal the
      amount that would have been payable to the Participant as a stockholder in
      respect of a number of Shares equal to the number of vested Restricted Share
      Units then credited to the Participant.  Any such dividend equivalents
      shall be credited to the Participant's account as of the date on which such
      dividend would have been payable and shall be converted into additional
      Restricted Share Units (which shall be immediately vested) based upon the Fair
      Market Value of a Share on the date of such crediting.  The grantee’s
      right to dividend equivalents in respect of Restricted Share Units that are
      not
      yet vested shall be subject to the Committee’s discretion under Section 15.2
      hereof.  Except as otherwise determined by the Committee at or after
      grant, Restricted Share Units may not be sold, assigned, transferred, pledged,
      hypothecated or otherwise encumbered or disposed of, and all Restricted Share
      Units and all rights of the grantee to such Restricted Share Units shall
      terminate, without further obligation on the part of the Company, unless the
      grantee remains in continuous employment of the Company for the entire
      restricted period in relation to which such Restricted Share Units were granted
      and unless any other restrictive conditions relating to the Restricted Share
      Unit Award are met.




**SECTION
                8.**
            **PERFORMANCE
                AWARDS**




8.1  Grant.  The
      Committee shall have sole and complete authority to determine the Participants
      who shall receive a Performance Award, which shall consist of a right that
      is
      (i) denominated in cash or Shares, (ii) valued, as determined by the Committee,
      in accordance with the achievement of such performance goals during such
      performance periods as the Committee shall establish, (which may be annual
      performance periods) and (iii) payable at such time and in such form as the
      Committee shall determine.  All Performance Awards shall be subject to
      the terms and provisions of Section 11 hereof, and may be in the form of cash,
      Options, SARs, Restricted Shares, RSUs, or Other Stock-Based
      Awards.




8.2  Terms
      and Conditions.  Subject to the terms of the Plan and any
      applicable Award Agreement, the Committee shall determine the performance goals
      to be achieved during any performance period, the length of any performance
      period, the amount of any Performance Award and the amount and kind of any
      payment or transfer to be made pursuant to any Performance Award, and may amend
      specific provisions of the Performance Award; provided, however, that such
      amendment may not adversely affect existing Performance Awards made within
      a
      performance period commencing prior to implementation of the
      amendment.




8.3  Payment
      of Performance Awards.  Performance Awards may be paid in a lump
      sum or in installments following the close of the performance period or, in
      accordance with the procedures established by the Committee, on a deferred
      basis.  Except as provided by the Committee, termination of employment
      prior to the end of any performance period, other than for reasons of death
      or
      disability, will result in the forfeiture of the Performance Award, and no
      payments will be made.  A Participant's rights to any Performance
      Award may not be sold, assigned, transferred, pledged, hypothecated or otherwise
      encumbered or disposed of in any manner, except by will or the laws of descent
      and distribution, and/or except as the Committee may determine at or after
      grant.




**SECTION
                9.**
            **OTHER
                STOCK-BASED AWARDS**




The
      Committee shall have the authority to determine the Participants who shall
      receive an Other Stock-Based Award, which shall consist of any right that is
      (i)
      not an Award described in Sections 6, 7




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and
      8
      above and (ii) an Award of Shares or an Award denominated or payable in, valued
      in whole or in part by reference to, or otherwise based on or related to, Shares
      (including, without limitation, securities convertible into Shares), as deemed
      by the Committee to be consistent with the purposes of the
      Plan.  Subject to the terms of the Plan and any applicable Award
      Agreement, the Committee shall determine the terms and conditions of any such
      Other Stock-Based Award.




**SECTION
                10.**
            **DIRECTOR
                AWARDS**




10.1  Awards
      to Non-Employee Directors.  The Board may provide that all or a
      portion of a Non-Employee Director's annual retainer, meeting fees and/or other
      awards or compensation as determined by the Board, be payable (either
      automatically or at the election of a Non-Employee Director) in the form of
      Non-Qualified Stock Options, SARs, Restricted Shares, Restricted Share Units
      and/or Other Stock-Based Awards, including unrestricted Shares.  The
      Board shall determine the terms and conditions of any such Awards, including
      the
      terms and conditions which shall apply upon a termination of the Non-Employee
      Director's service as a member of the Board, and shall have full power and
      authority in its discretion to administer such Awards, subject to the terms
      of
      the Plan and applicable law.




10.2  Awards
      in lieu of Cash Stipends.  Notwithstanding any minimum vesting or
      restricted periods for Awards, grants of SARs, Restricted Shares and RSUs to
      Directors shall have no minimum vesting period or restrictive period, and shall
      vest as may be determined in the sole discretion of the Board.




**SECTION
                11.**
            **PROVISIONS
                APPLICABLE TO PERFORMANCE
                AWARDS**




11.1  Notwithstanding
      anything in the Plan to the contrary, Performance Awards shall be subject to
      the
      terms and provisions of this Section 11.




11.2  The
      Committee may grant Performance Awards which are intended to qualify as
“performance-based compensation” under Section 162(m), whose grant or vesting is
      based solely upon the attainment of performance targets related to one or more
      performance goals selected by the Committee from among the goals specified
      below.  For the purposes of this Section 11, performance goals shall
      be limited to one or more of the following Company, Subsidiary, operating unit
      or division financial performance measures:




(a)  earnings
      before interest, taxes, depreciation and/or amortization;




(b)  operating
      income or profit;




(c)  operating
      efficiencies;




(d)  return
      on
      equity, assets, capital, capital employed, or investment;




(e)  after
      tax
      operating income;




(f)  net
      income;




(g)  earnings
      or book value per Share;




(h)  cash
      flow(s);




(i)  total
      sales or revenues or sales or revenues per employee;




(j)  production
      (separate work units or SWU's);




11-









(k)  stock
      price or total shareholder return;




(l)  dividends;
      or




(m)  strategic
      business objectives, consisting of one or more objectives based on meeting
      specified cost targets, business expansion goals, and goals relating to
      acquisitions or divestitures; or any combination thereof.




Each
      goal
      may be expressed on an absolute and/or relative basis, may be based on or
      otherwise employ comparisons based on internal targets, the past performance
      of
      the Company or any Subsidiary, operating unit or division of the Company and/or
      the past or current performance of other companies, and in the case of
      earnings-based measures, may use or employ comparisons relating to capital,
      shareholders' equity and/or Shares outstanding, or to assets or net
      assets.




11.3  With
      respect to any Participant, the maximum annual number of Shares in respect
      of
      which all Share-denominated Performance Awards may be granted under Section
      8 of
      the Plan is 150,000 and the maximum annual amount of any cash-denominated
      Performance Award is $5,000,000.  These limits are in addition to the
      annual limits on Option/SAR grants set forth in Section 4.1.




11.4  To
      the
      extent necessary to comply with Section 162(m), with respect to grants of
      Performance Awards, no later than 90 days following the commencement of each
      performance period (or such other time as may be required or permitted by
      Section 162(m) of the Code), the Committee shall, in writing, (1) select the
      performance goal or goals applicable to the performance period, (2) establish
      the various targets and bonus amounts which may be earned for such performance
      period, and (3) specify the relationship between performance goals and targets
      and the amounts to be earned by each Participant for such performance
      period.  Following the completion of each performance period, the
      Committee shall certify in writing whether the applicable performance targets
      have been achieved and the amounts, if any, payable to Participants for such
      performance period.  In determining the amount earned by a Participant
      for a given performance period, unless otherwise provided in any applicable
      Award Agreement, the Committee shall have the right to reduce (but not increase)
      the amount payable at a given level of performance to take into account
      additional factors that the Committee may deem relevant to the assessment of
      individual or corporate performance for the performance period.




**SECTION
                12.**
            **TERMINATION
                OF EMPLOYMENT**




The
      Committee shall have the full power and authority to determine the terms and
      conditions that shall apply to any Award upon the Company’s termination of a
      Participant’s employment with the Company, its Subsidiaries and Affiliates
      without cause, a Participant’s termination of employment for good reason, or by
      reason of death, disability or retirement, and may provide such terms and
      conditions in the Award Agreement or by amendment thereto or in such rules
      and
      regulations as it may prescribe.




**SECTION
                13.**
            **CHANGE
                IN CONTROL**




Upon
      a
      Change in Control, all outstanding Awards shall vest, become immediately
      exercisable or payable and have all restrictions
      lifted.  Notwithstanding the foregoing, if payment is not permitted
      under Section 409A, such payment shall be made at the earliest date permitted
      under Section 409A.




**SECTION
                14.**
            **AMENDMENT
                AND TERMINATION**




14.1  Amendments
      to the Plan.  The Board may amend, alter, suspend, discontinue, or
      terminate the Plan or any portion thereof at any time; provided that no such
      amendment, alteration, suspension, discontinuation or termination shall be
      made
      without stockholder approval if such approval is necessary to comply with any
      tax, stock exchange, or other regulatory requirement with which the




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Board
      deems it necessary or desirable to comply; provided that any such waiver,
      amendment, alteration, suspension, discontinuance or termination that would
      materially adversely affect the rights of any Participants, or any holder or
      beneficiary, under any Award theretofore granted, shall not to that extent
      be
      effective without the consent of the affected Participant, holder, or
      beneficiary.  Notwithstanding the foregoing, the Board reserves the
      right to amend the Plan without stockholder or Participant consent to the extent
      the Board determines that such amendment is necessary or desirable in order
      to
      comply with Section 409A.




14.2  Amendments
      to Awards.  Subject to the restrictions of Section 6.2, the
      Committee may waive any conditions or rights under, amend any terms of, or
      alter, suspend, discontinue, cancel or terminate, any Award theretofore granted,
      prospectively or retroactively; provided that any such waiver, amendment,
      alteration, suspension, discontinuance, cancellation or termination that would
      materially adversely affect the rights of any Participants, or any holder or
      beneficiary of any Award theretofore granted, shall not to that extent be
      effective without the consent of the affected Participant, holder, or
      beneficiary.  Notwithstanding the foregoing, the Committee reserves
      the right to amend any Award without Participant consent to the extent the
      Committee determines that such amendment is necessary or desirable in order
      to
      comply with Section 409A.




14.3  Adjustments
      of Awards Upon the Occurrence of Certain Unusual or Nonrecurring
      Events.  The Committee is hereby authorized to make adjustments in
      the terms and conditions of, and the criteria included in, Awards in recognition
      of unusual or nonrecurring events (including, without limitation, the events
      described in Section 4.2 hereof) affecting the Company, any Subsidiary or
      Affiliate, or the financial statements of the Company or any Subsidiary or
      Affiliate, or of changes in applicable laws, regulations, or accounting
      principles, whenever the Committee determines that such adjustments are
      appropriate in order to prevent dilution or enlargement of the benefits or
      potential benefits intended to be made available under the Plan.  In
      addition, prior to a merger or other corporate transaction the Committee may
      require that all outstanding Options and/or SARs be exercised within a period
      of
      at least ten business days prior to such transaction, and that any Options
      and/or SARs not exercised within such period shall be forfeited.




**SECTION
                15.**
            **GENERAL
                PROVISIONS**




15.1  Limited
      Transferability of Awards.  Except as otherwise provided in the
      Plan, no Award shall be assigned, alienated, pledged, attached, sold or
      otherwise transferred or encumbered by a Participant, except by will or the
      laws
      of descent and distribution and/or as may be provided by the Committee in its
      discretion, at or after grant.  No transfer of an Award by will or by
      laws of descent and distribution shall be effective to bind the Company unless
      the Company shall have been furnished with written notice thereof and an
      authenticated copy of the will and/or such other evidence as the Committee
      may
      deem necessary or appropriate to establish the validity of the
      transfer.




15.2  Dividends
      and Dividend Equivalents.  Except as provided in Section 7.4 with
      respect to vested RSUs, in the sole and complete discretion of the Committee,
      an
      Award other than Options or SARs may provide the Participant with dividends
      or
      dividend equivalents, which may be payable in cash, Shares, other securities
      or
      other property on a current or deferred basis.  All dividends or
      dividend equivalents which are not paid currently may, at the Committee's
      discretion, accrue interest, be reinvested into additional Shares or RSUs,
      or be
      credited as additional Awards and paid to the Participant if and when, and
      to
      the extent that, payment is made pursuant to the underlying
      Award.  The total number of Shares available for grant under Section 4
      shall not be reduced to reflect any dividends or dividend equivalents that
      are
      reinvested into additional Shares or credited as additional Awards.




15.3  No
      Rights to Awards.  No Person shall have any claim to be granted
      any Award, and there is no obligation for uniformity of treatment of
      Participants or holders or beneficiaries of Awards.  The terms and
      conditions of Awards need not be the same with respect to each
      Participant.




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15.4  Share
      Restrictions.  All Shares or other securities of the Company or
      any Subsidiary or Affiliate delivered under the Plan pursuant to any Award
      or
      the exercise thereof shall be subject to such stop transfer orders and other
      restrictions as the Committee may deem advisable under the Plan or the rules,
      regulations and other requirements of the SEC or any state securities commission
      or regulatory authority, any stock exchange or other market upon which such
      Shares or other securities are then listed, and any applicable Federal or state
      laws, and the Committee may cause a legend or legends to be put on any
      certificates for such Shares or other securities to make appropriate reference
      to such restrictions.




15.5  Share
      Certificates.  All provisions under this Plan calling for the
      delivery of Share certificates may be satisfied by recording the respective
      person as the owner of the Shares on the books of the Company, if permitted
      by
      applicable law.




15.6  Withholding.  A
      Participant may be required to pay to the Company or any Subsidiary or
      Affiliate, and the Company or any Subsidiary or Affiliate shall have the right
      and is hereby authorized to withhold from any Award, from any payment due or
      transfer made under any Award or under the Plan, or from any compensation or
      other amount owing to a Participant the amount (in cash, Shares, other
      securities, other Awards or other property) of any applicable withholding or
      other taxes in respect of an Award, its exercise or vesting, or any payment
      or
      transfer under an Award or under the Plan and to take such other action as
      may
      be necessary in the opinion of the Company to satisfy all obligations for the
      payment of such taxes.




15.7  Award
      Agreements.  Each Award hereunder shall be evidenced by an Award
      Agreement that shall be delivered to the Participant and may specify the terms
      and conditions of the Award and any rules applicable thereto.  In the
      event of a conflict between the terms of the Plan and any Award Agreement,
      the
      terms of the Plan shall prevail.




15.8  Tax
      Treatment.  Although the Company may endeavor to qualify an Award
      for favorable tax treatment or to avoid unfavorable tax treatment, the Company
      makes no representation that the desired tax treatment will be available and
      expressly disclaims any liability for the failure to maintain favorable or
      avoid
      unfavorable tax treatment.




15.9  No
      Limit on Other Compensation Arrangements.  Nothing contained in
      the Plan shall prevent the Company or any Subsidiary or Affiliate from adopting
      or continuing in effect other compensation arrangements, which may, but need
      not, provide for the grant of options, SARs, restricted shares, restricted
      share
      units, other stock-based awards or other types of Awards provided for
      hereunder.




15.10  No
      Right to Employment.  The grant of an Award shall not be construed
      as giving a Participant the right to be retained in the employ of the Company
      or
      any Subsidiary or Affiliate.  Further, the Company or a Subsidiary or
      Affiliate may at any time dismiss a Participant from employment, free from
      any
      liability or any claim under the Plan, unless otherwise expressly provided
      in an
      Award Agreement.




15.11  No
      Rights as Stockholder.  Subject to the provisions of the Plan and
      the applicable Award Agreement, no Participant or holder or beneficiary of
      any
      Award shall have any rights as a stockholder with respect to any Shares to
      be
      distributed under the Plan until such person has become a holder of such
      Shares.  Notwithstanding the foregoing, in connection with each grant
      of Restricted Shares hereunder, the applicable Award Agreement shall specify
      if
      and to what extent the Participant shall not be entitled to the rights of a
      stockholder in respect of such Restricted Shares.




15.12  Governing
      Law.  The validity, construction and effect of the Plan and any
      rules and regulations relating to the Plan and any Award Agreement shall be
      determined in accordance with the laws of the State of Colorado without giving
      effect to conflicts of laws principles.




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15.13  Severability.  If
      any provision of the Plan or any Award is, or becomes, or is deemed to be
      invalid, illegal, or unenforceable in any jurisdiction or as to any Person
      or
      Award, such provision shall be construed or deemed amended to conform to the
      applicable laws, or if it cannot be construed or deemed amended without, in
      the
      determination of the Committee, materially altering the intent of the Plan
      or
      the Award, such provision shall be stricken as to such jurisdiction, Person
      or
      Award and the remainder of the Plan and any such Award shall remain in full
      force and effect.




15.14  Other
      Laws.  The Committee may refuse to issue or transfer any Shares or
      other consideration under an Award if, acting in its sole discretion, it
      determines that the issuance or transfer of such Shares or such other
      consideration might violate any applicable law or regulation (including
      applicable non-U.S. laws or regulations) or entitle the Company to recover
      the
      same under Exchange Act Section 16(b), and any payment tendered to the Company
      by a Participant, other holder or beneficiary in connection with the exercise
      of
      such Award shall be promptly refunded to the relevant Participant, holder,
      or
      beneficiary.




15.15  No
      Trust or Fund Created.  Neither the Plan nor any Award shall
      create or be construed to create a trust or separate fund of any kind or a
      fiduciary relationship between the Company or any Subsidiary or Affiliate and
      a
      Participant or any other Person.  To the extent that any Person
      acquires a right to receive payments from the Company or any Subsidiary or
      Affiliate pursuant to an Award, such right shall be no greater than the right
      of
      any unsecured general creditor of the Company or any Subsidiary or
      Affiliate.




15.16  No
      Fractional Shares.  No fractional Shares shall be issued or
      delivered pursuant to the Plan or any Award, and the Committee shall determine
      whether cash, other securities, or other property shall be paid or transferred
      in lieu of any fractional Shares or whether such fractional Shares or any rights
      thereto shall be canceled, terminated or otherwise eliminated.




15.17  Headings.  Headings
      are given to the sections and subsections of the 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 the Plan or any
      provision thereof.




**SECTION
                16.**
            **TERM
                OF THE PLAN**




16.1  Effective
      Date.  The Plan shall be effective as of February 22, 2007, the
      date it was approved by the Board, subject to approval by the Company's
      stockholders at the 2007 annual meeting.




16.2  Expiration
      Date.  No new Awards shall be granted under the Plan after the
      tenth (10th) anniversary of the Effective Date.  Unless otherwise
      expressly provided in the Plan or in an applicable Award Agreement, any Award
      granted hereunder may, and the authority of the Board or the Committee to amend,
      alter, adjust, suspend, discontinue, or terminate any such Award or to waive
      any
      conditions or rights under any such Award shall, continue after the tenth (10th)
      anniversary of the Effective Date.




No
      award
      intended to qualify as performance-based compensation under Section 162(m)
      shall
      be granted after the Company’s annual meeting held in 2012 unless the material
      terms of the performance goals (as defined in Section 162(m)) have been
      reapproved by the Company’s stockholders within the five years prior to such
      grant.




-15-