**Exhibit10.26**

**FIRSTCONSULTING GROUP, INC. 2007 EQUITY INCENTIVE PLAN**

(Adopted by Stockholders June 7, 2007; Amended andRestated in its entirety July 30, 2007)

FirstConsulting Group, Inc., a Delaware corporation (the “Company”), byresolution of its Board of Directors, hereby adopts the First Consulting Group,Inc. 2007 Equity Incentive Plan (the “Plan”).  The Plan will become effective upon theapproval of the Company’s stockholders (the “Effective Date”).

Thepurpose of the Plan is to promote the success and enhance the value of theCompany by linking the personal interests of the members of the Board,Employees, and Consultants to those of the Company’s stockholders and byproviding such individuals with an incentive for outstanding performance togenerate superior returns to the Company’s stockholders.  The Plan is further intended to provideflexibility to the Company in its ability to motivate, attract, and retain theservices of members of the Board, Employees, and Consultants upon whosejudgment, interest, and special effort the successful conduct of the Company’soperation is largely dependent.

# **ARTICLE I.**

# **DEFINITIONS**

Wherever the followingterms are used in the Plan they shall have the meanings specified below, unlessthe context clearly indicates otherwise. The singular pronoun shall include the plural where the context soindicates.

1.1.          “Administrator” shall mean theentity that conducts the general administration of the Plan as provided inArticle X.  With reference to the dutiesof the Committee under the Plan which have been delegated to one or morepersons pursuant to Section 10.5, the term “Administrator” shall refer to suchperson(s) unless the Committee has revoked such delegation.

1.2.          “Award” shall mean an Option, aRestricted Stock Award, a Restricted Stock Unit Award, a Performance Award, aDividend Equivalents Award, a Deferred Stock Award, a Stock Payment Award or aStock Appreciation Right, which may be awarded or granted under the Plan(collectively, “Awards”).

1.3.          “Award Agreement” shall mean awritten agreement executed by an authorized officer of the Company and theHolder which shall contain such terms and conditions with respect to an Awardas the Administrator shall determine, consistent with the Plan.

1.4.          “Award Limit” shall mean750,000 shares of Common Stock, subject to adjustment pursuant to Section 11.3;*provided, however*, that each share ofCommon Stock subject to an Award shall be counted as one share against theAward Limit.  Solely with respect toPerformance Awards granted pursuant to Section 8.2(b) and payable solely incash, “Award Limit” shall mean $750,000.

1.5.          “Board” shall mean the Board ofDirectors of the Company.

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1.6.          “Change in Control” shall meanany of the following transactions or events occurring on or after the EffectiveDate:

## (a)           a dissolution, liquidation, or sale ofall or substantially all of the assets of the Company,

## (b)           a merger or consolidation in which theCompany is not the surviving corporation;

## (c)           a reverse merger in which the Company isthe surviving corporation but the shares of Common Stock outstandingimmediately preceding the merger are converted by virtue of the merger intoother property, whether in the form of securities, cash or otherwise; or

## (d)           the individuals who, as of theEffective Date, are members of the Board (the “Incumbent Board”), ceasefor any reason to constitute at least 50% of the Board, *provided*, *however*,that if the election, or nomination for election, by the Company’s stockholdersof any new director was approved by a vote of at least 50% of the IncumbentBoard, such new Director shall, for purposes of this definition, be consideredas a member of the Incumbent Board.

Notwithstanding theforegoing, a merger, consolidation or reverse merger described in subsection(b) or (c) shall not be a “Change in Control,” if such merger, consolidation orreverse merger results in the Common Stock outstanding immediately before themerger, consolidation or reverse merger continuing to represent (either byremaining outstanding or by being converted into voting securities of theCompany or the person that, as a result of the merger, consolidation or reversemerger, controls, directly or indirectly, the Company or otherwise succeeds tothe business of the Company (the Company or such other person, hereinafterreferred to as the “Successor Entity”)), directly or indirectly, atleast 50% of the combined voting power of the Successor Entity’s outstandingvoting securities immediately after the merger, consolidation or reverse merger.

## 1.7.          “Code” shall mean the InternalRevenue Code of 1986, as amended from time to time.

## 1.8.          “Committee” shall mean theCompensation Committee of the Board, or another committee or subcommittee ofthe Board, appointed as provided in Section 10.1.

## 1.9.          “Common Stock” shall mean thecommon stock of the Company, par value $0.001 per share.

## 1.10.        “Company” shall mean FirstConsulting Group, Inc.*,* aDelaware corporation.

## 1.11.        “Consultant” shall mean anyconsultant or adviser if:  (a) theconsultant or adviser is a natural person, (b) the consultant or adviserrenders bona fide services to the Company or any Subsidiary; and (c) theservices rendered by the consultant or adviser are not in

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## connection with the offer or sale ofsecurities in a capital-raising transaction and do not directly or indirectlypromote or maintain a market for the Company’s securities.

## 1.12.        “Covered Employee” shall mean anyEmployee who is, or could be, a “covered employee” within the meaning ofSection 162(m) of the Code.

## 1.13.        “Deferred Stock” shall mean aright to receive Common Stock awarded under Section 8.5 of the Plan.

## 1.14.        “Director” shall mean a member ofthe Board.

## 1.15.        “DividendEquivalent”shall mean a right to receive the equivalent value (in cash or Common Stock) ofdividends paid on Common Stock, awarded under Section 8.3 of the Plan.

## 1.16.        “DRO” shall mean a domesticrelations order as defined by the Code or Title I of the Employee RetirementIncome Security Act of 1974, as amended from time to time, or the rules thereunder.

## 1.17.        “EffectiveDate” shallmean the date the Plan is approved by the Company’s stockholders.

## 1.18.        “Employee” shall mean any officeror other employee (as defined in accordance with Section 3401(c) of the Code)of the Company, or of any Subsidiary.

## 1.19.        “ExchangeAct” shall meanthe Securities Exchange Act of 1934, as amended from time to time.

## 1.20.        “Fair Market Value” means, as ofany date, the value of a share of Common Stock determined as follows:

###### (a)           If the Common Stock is listed on anyestablished stock exchange (such as the New York Stock Exchange, the NASDAQGlobal Market and the NASDAQ Global Select Market) or any national marketsystem, including without limitation any market system of The NASDAQ StockMarket, the value of a share of Common Stock shall be the closing sales pricefor a share of Common Stock as quoted on such exchange or system for such date,or if there is no closing sales price for a share of Common Stock on the datein question, the closing sales price for a share of Common Stock on the lastpreceding date for which such quotation exists, as reported in *The Wall Street Journal* or such other source as theAdministrator deems reliable;

###### (b)           If the Common Stock is regularlyquoted by a recognized securities dealer but closing sales prices are notreported, the value of a share of Common Stock shall be the mean of the highbid and low asked prices for such date or, if there are no high bid and lowasked prices for a share of Common Stock on the date in question, the high bidand low asked prices for a share of Common Stock on the last preceding date forwhich such information exists, as reported in *The WallStreet Journal* or such other source as the Administrator deemsreliable; or

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###### (c)           If the Common Stock is neither listedon an established stock exchange or a national market system nor regularlyquoted by a recognized securities dealer, the value of a share of Common Stockshall be established by the Administrator in good faith.

## 1.21.        “Fiscal Year” means the fiscalyear of the Company.

## 1.22.        “Full Value Award” means any Awardother than an Option or Stock Appreciation Right.

## 1.23.        “Holder” shall mean a person whohas been granted an Award.

## 1.24.        “Incentive Stock Option” shallmean an option which conforms to the applicable provisions of Section 422 ofthe Code and which is designated as an Incentive Stock Option by theAdministrator.

## 1.25.        “Non-Employee Director” shallmean a member of the Board who is not an Employee.

## 1.26.        “Non-Qualified Stock Option”shall mean an Option which is not designated as an Incentive Stock Option bythe Administrator.

## 1.27.        “Option” shall mean a stockoption granted under Article IV of the Plan. An Option granted under the Plan shall, as determined by theAdministrator, be either a Non-Qualified Stock Option or an Incentive StockOption; *provided, however*, thatOptions granted to Non-Employee Directors and Consultants shall beNon-Qualified Stock Options.

## 1.28.        “Performance Award” shall mean acash bonus, stock bonus or other performance or incentive award that is paid incash, Common Stock or a combination of both, awarded under Section 8.2 of thePlan.

## 1.29.        “Performance Criteria” means thecriteria (and adjustments) that the Committee selects for an Award for purposesof establishing the Performance Goal or Performance Goals for a PerformancePeriod, determined as follows:.

## (a)           The Performance Criteria that shallbe used to establish Performance Goals are limited to the following:  (i) net earnings (either before or after (A)interest, (B) taxes, (C) depreciation and (D) amortization), (ii) gross or netsales or revenue, (iii) net income (either before or after taxes), (iv)operating profit, (v) cash flow (including, but not limited to, operating cashflow and free cash flow), (vi) return on assets, (vii) return on capital,(viii) return on stockholders’ equity, (ix) return on sales, (x) days salesoutstanding, (xi) gross or net profit or operating margin, (xii) costs, (xiii)funds from operations, (xiv) expense, (xv) working capital, (xvi) earnings pershare, and (xvii) price per share of Common Stock, any of which may be measuredeither in absolute terms or as compared to any incremental increase or decreaseor as compared to results of a peer group.

## (b)           The Committee may, in its discretion,at the time of grant, specify in the Award that one or more objectivelydeterminable adjustments shall be made to one or more of the PerformanceGoals.  Such adjustments may include oneor more of the following:

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##  (i) items related to a change inaccounting principle; (ii) items relating to financing activities;(iii) expenses for restructuring or productivity initiatives; (iv) othernon-operating items; (v) items related to acquisitions; (vi) itemsattributable to the business operations of any entity acquired by the Company;(vii) items related to the disposal of a business or segment of a business; or(viii) items related to discontinued operations that do not qualify as asegment of a business under United States generally accepted accountingprinciples (“GAAP”).

## (c)           The Committee shall, within the timeprescribed by Section 162(m) of the Code, define in an objective fashion themanner of calculating the Performance Criteria it selects to use for suchPerformance Period for such Award; *provided,however*, that each Performance Criteria shall be determined inaccordance with GAAP to the extent applicable.

## 1.30.        “Performance Goals” means, for aPerformance Period, one or more goals established in writing by the Committeefor the Performance Period based upon one or more Performance Criteria.  Depending on the Performance Criteria used toestablish such Performance Goals, the Performance Goals may be expressed interms of overall Company performance or the performance of a division, businessunit, or an individual.  The achievementof each Performance Goal shall be determined in accordance with generallyaccepted accounting principles to the extent applicable.

## 1.31.        “Performance Period” means one ormore periods of time, which may be of varying and overlapping durations, as theCommittee may select, over which the attainment of one or more PerformanceGoals will be measured for the purpose of determining a Holder’s right to, andthe payment of, a Performance Award.

## 1.32.        “Plan” shall mean the FirstConsulting Group, Inc. 2007 Equity Incentive Plan, as amended from time totime.

## 1.33.        “Prior Award” shall mean a stockoption, restricted stock or other stock award granted under the Prior Plan.

## 1.34.        “Prior Plan” shall mean the FirstConsulting Group, Inc. 1997 Equity Incentive Plan, as amended from time totime.

## 1.35.        “Restricted Stock” shall meanCommon Stock awarded under Article VII of the Plan that is subject torepurchase or forfeiture.

## 1.36.        “Restricted Stock Units” shallmean rights to receive Common Stock awarded under Section 8.6.

## 1.37.        “Rule 16b-3” shall mean Rule 16b-3promulgated under the Exchange Act, as such Rule may be amended from time totime.

## 1.38.        “Securities Act” shall mean theSecurities Act of 1933, as amended from time to time.

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## 1.39.        “Stock Appreciation Right” shallmean a stock appreciation right granted under Article IX of the Plan.

## 1.40.        “Stock Payment” shall mean:  (a) a payment in the form of shares of CommonStock, or (b) an option or other right to purchase shares of Common Stock, aspart of a deferred compensation arrangement, made in lieu of all or any portionof the compensation, including without limitation, salary, bonuses, commissionsand directors’ fees, that would otherwise become payable to a Employee,Consultant or Non-Employee Director in cash, awarded under Article VIII of thePlan.

## 1.41.        “Subsidiary” means any entity(other than the Company), whether domestic or foreign, in an unbroken chain ofentities beginning with the Company if each of the entities other than the lastentity in the unbroken chain beneficially owns, at the time of thedetermination, securities or interests representing more than fifty percent(50%) of the total combined voting power of all classes of securities orinterests in one of the other entities in such chain.

## 1.42.        “Subsidiary Corporation” shallmean any corporation in an unbroken chain of corporations beginning with theCompany if each of the corporations other than the last corporation in theunbroken chain then owns stock possessing fifty percent (50%) or more of thetotal combined voting power of all classes of stock in one of the othercorporations in such chain.

## 1.43.        “Substitute Award” shall mean anOption granted under this Plan upon the assumption of, or in substitution for,outstanding equity awards previously granted by a company or other entity inconnection with a corporate transaction, such as a merger, combination,consolidation or acquisition of property or stock; *provided, however*, that in no event shall the term “SubstituteAward” be construed to refer to an award made in connection with thecancellation and repricing of an Option.

## 1.44.        “Termination of Consultancy”shall mean the time when the engagement of a Holder as a Consultant to theCompany or a Subsidiary is terminated for any reason, with or without cause,including, without limitation, by resignation, discharge, death or retirement,but excluding terminations where there is a simultaneous commencement ofemployment or service with the Company or any Subsidiary.  The Administrator, in its discretion, shalldetermine the effect of all matters and questions relating to Termination ofConsultancy, including, without limitation, the question of whether aTermination of Consultancy resulted from a discharge for cause.  Notwithstanding any other provision of thePlan, the Company or any Subsidiary has an absolute and unrestricted right toterminate a Consultant’s service at any time for any reason whatsoever, with orwithout cause, except to the extent expressly provided otherwise inwriting.  For purposes of the Plan, theengagement of a Holder as a Consultant to a Subsidiary shall be deemed to beterminated in the event that the Subsidiary engaging such Holder ceases toremain a Subsidiary following any merger, sale of stock or other corporatetransaction or event (including, without limitation, a spin-off).

## 1.45.        “Termination of Directorship”shall mean the time when a Holder who is a Non-Employee Director ceases to be aDirector for any reason, including, without limitation, a termination by resignation,failure to be elected, death or retirement. The Administrator, in its

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## discretion, shall determine the effect of allmatters and questions relating to Termination of Directorship with respect toNon-Employee Directors.

## 1.46.        “Termination of Employment” shallmean the time when the employee-employer relationship between a Holder and theCompany or any Subsidiary is terminated for any reason, with or without cause,including, without limitation, a termination by resignation, discharge, death,disability or retirement; but excluding: (a) terminations where there is a simultaneous reemployment orcontinuing employment of a Holder by the Company or any Subsidiary, and (b)terminations which are followed by the simultaneous establishment of a consultingrelationship by the Company or a Subsidiary with the former employee.  The Administrator, in its discretion, shalldetermine the effect of all matters and questions relating to Termination ofEmployment, including, without limitation, the question of whether aTermination of Employment resulted from a discharge for cause; *provided, however*, that, with respect toIncentive Stock Options, unless the Administrator otherwise provides in theterms of the Award Agreement or otherwise, a leave of absence, change in statusfrom an employee to an independent contractor or other change in theemployee-employer relationship shall constitute a Termination of Employment if,and to the extent that, such leave of absence, change in status or other changeinterrupts employment for the purposes of Section 422(a)(2) of the Code and thethen applicable regulations and revenue rulings under said Section.  For purposes of the Plan, a Holder’s employee-employer relationshipshall be deemed to be terminated in the event that the Subsidiary employingsuch Holder ceases to remain a Subsidiary following any merger, sale ofstock or other corporate transaction or event (including, without limitation, aspin-off).

# **ARTICLE II.**

# **SHARES SUBJECT TO PLAN**

## 2.1.          Shares Subject to Plan.

###### (a)           Subject to Section 11.3 and Section2.1(b), the aggregate number of shares of Common Stock that may be issued ortransferred pursuant to Awards under the Plan initially shall be equal to the1,600,000 shares (the “Initial Authorized Shares”).  In addition, in the event of anycancellation, termination, expiration or forfeiture of any Prior Award on orafter the Effective Date and during the term of the Plan (including anyunvested shares of Common Stock that are forfeited by the holder or repurchasedby the Company pursuant to the terms of the applicable award agreement at aprice not greater than the original purchase price paid by the holder), thenumber of shares of Common Stock that may be issued or transferred pursuant toAwards under the Plan shall be automatically increased by one share for eachshare subject to such Prior Award that is so cancelled, terminated, expired,forfeited or repurchased (collectively, the “Cancelled Prior Award Shares”).  The aggregate number of shares of CommonStock available for issuance under the Plan pursuant to this Section 2.1 shallbe reduced by 1.5 shares for each share of Common Stock delivered in settlementof any Full Value Award.  In no event,however, shall the aggregate number of Initial Authorized Shares and CancelledPrior Award Shares made available for issuance under the Plan exceed 2,000,000.

###### (b)           To the extent that an Awardterminates, expires, lapses or is forfeited for any reason, any shares ofCommon Stock then subject to such Award shall again be

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###### available for the grant of an Award pursuantto the Plan; provided, however, that the number of shares that shall again beavailable for the grant of an Award pursuant to the Plan shall be increased by1.5 shares for each share of Common Stock subject to a Full Value Award at thetime such Full Value Award terminates, expires, lapses or is forfeited for anyreason.  To the extent permitted byapplicable law or any exchange rule, shares of Common Stock issued inassumption of, or in substitution for, any outstanding awards of any entityacquired in any form of combination by the Company or any Subsidiary shall notbe counted against shares of Common Stock available for grant pursuant to thisPlan.  If any shares of Restricted Stockare surrendered by the Holder or repurchased by the Company pursuant to Section7.4 or 7.5 hereof, such shares may again be granted or awarded hereunder,subject to the limitations of Section 2.1(a). To the extent exercised, the full number of shares subject to an Optionor Stock Appreciation Right shall be counted for purposes of calculating the aggregate number of shares of Common Stockavailable for issuance under the Plan as set forth in Section 2.1(a) andfor purposes of calculating the share limitation set forth in Section 2.3,regardless of the actual number of shares issued or transferred upon any netexercise of an Option (in which Common Stock is withheld to satisfy theexercise price or taxes) or upon exercise of any Stock Appreciation Right forCommon Stock or cash.  The payment ofDividend Equivalents in cash in conjunction with any outstanding Awards shallnot be counted against the shares available for issuance under the Plan.  Notwithstanding the provisions of thisSection 2.1(b), no shares of Common Stock may again be optioned, granted orawarded if such action would cause an Incentive Stock Option to fail to qualifyas an incentive stock option under Section 422 of the Code.

###### 2.2.          Stock Distributed.  Any Common Stock distributed pursuant to anAward shall consist, in whole or in part, of authorized and unissued CommonStock, shares of Common Stock held in treasury or shares of Common Stockpurchased on the open market.

###### 2.3.          Limitation on Number of Shares Subject toAwards.  Notwithstanding anyprovision in the Plan to the contrary, and subject to Article XI, the maximumnumber of shares of Common Stock with respect to one or more Awards that may begranted to any one Employee, Consultant or Non-Employee Director during anycalendar year shall not exceed the Award Limit. To the extent required by Section 162(m) of the Code, shares subject toAwards which are canceled shall continue to be counted against the Award Limit.

# **ARTICLE III.**

# **GRANTING OF AWARDS**

###### 3.1.          Award Agreement.  Each Award shall be evidenced by an AwardAgreement.  Award Agreements evidencingAwards intended to qualify as performance-based compensation (as described inSection 162(m)(4)(C) of the Code) shall contain such terms and conditions asmay be necessary to meet the applicable provisions of Section 162(m) of theCode.  Award Agreements evidencingIncentive Stock Options shall contain such terms and conditions as may benecessary to meet the applicable provisions of Section 422 of the Code.

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###### 3.2.          Provisions Applicable to CoveredEmployees.

###### (a)           The Committee, in its discretion, maydetermine whether an Award is to qualify as performance-based compensation (asdescribed in Section 162(m)(4)(C) of the Code).

###### (b)           Notwithstanding anything in the Planto the contrary, the Committee may grant any Award to a Covered Employee,including Restricted Stock the restrictions with respect to which lapse uponthe attainment of specified Performance Goals and any performance or incentiveaward described in Article VIII that vests or becomes exercisable or payableupon the attainment of one or more specified Performance Goals.

###### (c)           To the extent necessary to complywith the performance-based compensation requirements of Section 162(m)(4)(C) ofthe Code, with respect to any Award granted under Articles VII and VIII whichmay be granted to one or more Covered Employees, no later than ninety (90) daysfollowing the commencement of any Fiscal Year in question or any otherdesignated fiscal period or period of service (or such earlier time as may berequired under Section 162(m) of the Code), the Committee shall, in writing,(i) designate one or more Covered Employees, (ii) select the PerformanceCriteria applicable to the Fiscal Year or other designated fiscal period orperiod of service (including any applicable adjustments), (iii) establish thevarious performance targets, in terms of an objective formula or standard, andamounts of such Awards, as applicable, which may be earned for such Fiscal Yearor other designated fiscal period or period of service, and (iv) specify therelationship between Performance Criteria and the performance targets and theamounts of such Awards, as applicable, to be earned by each Covered Employeefor such Fiscal Year or other designated fiscal period or period ofservice.  Following the completion ofeach Fiscal Year or other designated fiscal period or period of service, theCommittee shall certify in writing whether the applicable performance targetshave been achieved for such Fiscal Year or other designated fiscal period orperiod of service.  In determining theamount earned by a Covered Employee, the Committee shall have the right toreduce (but not to increase) the amount payable at a given level of performanceto take into account additional factors that the Committee may deem relevant tothe assessment of individual or corporate performance for the Fiscal Year orother designated fiscal period or period of service.

###### (d)           Furthermore, notwithstanding anyother provision of the Plan, any Award which is granted to a Covered Employeeand is intended to qualify as performance-based compensation (as described inSection 162(m)(4)(C) of the Code) shall be subject to any additionallimitations set forth in Section 162(m) of the Code (including any amendment toSection 162(m) of the Code) or any regulations or rulings issued thereunderthat are requirements for qualification as performance-based compensation (asdescribed in Section 162(m)(4)(C) of the Code), and the Plan shall be deemedamended to the extent necessary to conform to such requirements.

###### 3.3.          Limitations Applicable to Section16 Persons.  Notwithstanding anyother provision of the Plan, the Plan, and any Award granted or awarded to anyindividual who is then subject to Section 16 of the Exchange Act, shall besubject to any additional limitations set forth in any applicable exemptiverule under Section 16 of the Exchange Act (including any

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###### amendment to Rule 16b-3 of the ExchangeAct) that are requirements for the application of such exemptive rule.  To the extent permitted by applicable law,the Plan and Awards granted or awarded hereunder shall be deemed amended to theextent necessary to conform to such applicable exemptive rule.

###### 3.4.          Full Value Award VestingLimitations.

###### (a)           Full Value Awards made under the Planshall become vested over a period of not less than (i) three years from thegrant date of the Award for all Full Value Awards that vest based solely onemployment or service with the Company or one of its Subsidiaries, or (ii) oneyear following the commencement of the Performance Period, for Full ValueAwards that vest based upon the attainment of Performance Goals or otherperformance-based objectives; *provided, however*,that, notwithstanding the foregoing, an aggregate number of shares of CommonStock equal to 5% of the sum of the Initial Authorized Shares and the CancelledPrior Award Shares may be granted subject to Full Value Awards granted underthe Plan without respect to the minimum vesting provisions of this Section3.4(a).

###### (b)           Following the grant of an Award, theAdministrator, in its discretion and on such terms and conditions itdetermines, may provide that the period during which an Award vests or becomesexercisable shall accelerate, in whole or in part, in connection with a changein ownership or control of the Company or any Subsidiary (including withoutlimitation, a Change in Control) or a Holder’s Termination of Employment,Termination of Directorship or Termination of Consultancy, as applicable, byreason of the Holder’s retirement, death, disability or termination withoutcause.  In addition, the Administratormay accelerate the vesting or exercisability of Awards with respect to anaggregate number of shares of Common Stock not exceeding five percent of thesum of the Initial Authorized Shares and the Cancelled Prior Award Shares atany time and for any reason.  Except aspermitted under this Section 3.4(b), the Administrator shall not accelerate thevesting or exercisability of any Award after the grant date of such Award.

###### 3.5.          At-Will Employment.  Nothing in the Plan or in any Award Agreementhereunder shall confer upon any Holder any right to continue in the employ of,or as a Consultant for, the Company or any Subsidiary, or as a Director of theCompany, or shall interfere with or restrict in any way the rights of the Companyand any Subsidiary, which rights are hereby expressly reserved, to dischargeany Holder at any time for any reason whatsoever, with or without cause, exceptto the extent expressly provided otherwise in a written employment agreementbetween the Holder and the Company and any Subsidiary.

# **ARTICLE IV.**

# **GRANTING OF OPTIONS TO EMPLOYEES,CONSULTANTS AND NON-EMPLOYEE DIRECTORS**

###### 4.1.          Eligibility.  Any Employee or Consultant selected by theAdministrator pursuant to Section 4.4(a)(i) shall be eligible to begranted an Option.  Each Non-EmployeeDirector of the Company shall be eligible to be granted Options at the timesand in the manner set forth in Section 4.5 and as provided in Section 4.6.

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###### 4.2.          Disqualification for StockOwnership.  No person may be grantedan Incentive Stock Option under the Plan if such person, at the time theIncentive Stock Option is granted, owns stock possessing more than 10% of thetotal combined voting power of all classes of stock of the Company or any thenexisting Subsidiary Corporation or parent corporation (as defined in Section424(e) of the Code) unless such Incentive Stock Option conforms to theapplicable provisions of Section 422 of the Code.

###### 4.3.          Qualification of Incentive StockOptions.  No Incentive Stock Optionshall be granted to any person who is not an Employee of the Company or aSubsidiary Corporation.

###### 4.4.          Granting of Options to Employeesand Consultants.

###### (a)           The Administrator shall from time totime, in its discretion, and, subject to applicable limitations of the Plan:

(i)            Select from among the Employees orConsultants (including Employees or Consultants who have previously receivedAwards under the Plan) such of them as in its opinion should be grantedOptions;

(ii)           Subject to the Award Limit, determinethe number of shares to be subject to such Options granted to the selectedEmployees or Consultants;

(iii)          Subject to Section 4.2 and Section4.3, determine whether such Options are to be Incentive Stock Options orNon-Qualified Stock Options and whether such Options are to qualify asperformance-based compensation (as described in Section 162(m)(4)(C) of theCode); and

(iv)          Determine the terms and conditions ofsuch Options, consistent with the Plan; *provided, however*,that the terms and conditions of Options intended to qualify asperformance-based compensation (as described in Section 162(m)(4)(C) of theCode) shall include, but not be limited to, such terms and conditions as may benecessary to meet the applicable provisions of Section 162(m) of the Code.

###### (b)           Upon the selection of an Employee orConsultant to be granted an Option, the Administrator shall instruct theSecretary of the Company to issue the Option and may impose such conditions onthe grant of the Option as it deems appropriate.

###### (c)           Any Incentive Stock Option grantedunder the Plan may be modified by the Administrator, with the consent of theHolder, to disqualify such Option from treatment as an “incentive stock option”under Section 422 of the Code.

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###### 4.5.          Granting of Options to Non-EmployeeDirectors.  The Administrator shallfrom time to time, in its discretion, and subject to applicable limitations ofthe Plan:

###### (a)           Select from among the Non-EmployeeDirectors (including Non-Employee Directors who have previously received Awardsunder the Plan) such of them as in its opinion should be granted Options;

###### (b)           Subject to the Award Limit, determinethe number of shares to be subject to such Options granted to the selectedNon-Employee Directors; and

###### (c)           Subject to the provisions of ArticleV, determine the terms and conditions of such Options, consistent with thePlan.

# **ARTICLE V.**

# **TERMS OF OPTIONS**

###### 5.1.          Option Price.  The price per share of Common Stock subjectto each Option granted to Employees, Non-Employee Directors and Consultantsshall be set by the Administrator; *provided, however*,that:

###### (a)           In the case of Incentive StockOptions, such price shall not be less than 100% of the Fair Market Value of ashare of Common Stock on the date the Option is granted (or the date the Optionis modified, extended or renewed for purposes of Section 424(h) of the Code);

###### (b)           In the case of Incentive StockOptions granted to an individual then owning (within the meaning of Section424(d) of the Code) more than 10% of the total combined voting power of allclasses of stock of the Company or any Subsidiary Corporation or parentcorporation thereof (as defined in Section 424(e) of the Code), such priceshall not be less than 110% of the Fair Market Value of a share of Common Stockon the date the Option is granted (or the date the Option is modified, extendedor renewed for purposes of Section 424(h) of the Code); and

###### (c)           In the case of Non-Qualified StockOptions, such price shall not be less than 100% of the Fair Market Value of ashare of Common Stock on the date the Option is granted.

###### 5.2.          Option Term.  The term of an Option granted to an Employee,Consultant or Non-Employee Director shall be set by the Administrator in itsdiscretion; *provided, however*, that the term shallnot be more than ten (10) years from the date the Option is granted, or five(5) years from the date the Option is granted if the Option is an IncentiveStock Option granted to an individual then owning (within the meaning ofSection 424(d) of the Code) more than 10% of the total combined voting power ofall classes of stock of the Company or any Subsidiary Corporation or parentcorporation thereof (as defined in Section 424(e) of the Code).  Except as limited by requirements of Section409A or Section 422 of the Code and regulations and rulings thereunder, the Administratormay extend the term of any outstanding Option in connection with anyTermination of Employment, Termination of Directorship or Termination ofConsultancy of

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###### the Holder, or amend any other term orcondition of such Option relating to such a Termination of Employment,Termination of Directorship or Termination of Consultancy.

###### 5.3.          Option Vesting.

###### (a)           The period during which the right toexercise, in whole or in part, an Option vests in the Holder shall be set bythe Administrator and the Administrator may determine that an Option may not beexercised in whole or in part for a specified period after it is granted; *provided, however*, that, unless the Administrator otherwiseprovides in the terms of the Award Agreement or otherwise, no Option granted toa person subject to Section 16 of the Exchange Act shall be exercisable untilat least six months have elapsed following the date on which the Option wasgranted.  At any time after grant of anOption, the Administrator may, in its discretion and subject to whatever termsand conditions it selects, accelerate the period during which an Option vests,subject to Section 3.4(b).

###### (b)           No portion of an Option granted to anEmployee, Consultant or Non-Employee Director which is unexercisable atTermination of Employment, Termination of Directorship or Termination ofConsultancy, as applicable, shall thereafter become exercisable, except as maybe otherwise provided by the Administrator either in the Award Agreement or byaction of the Administrator following the grant of the Option, subject toSection 3.4(b).

###### (c)           To the extent that the aggregate fairmarket value of stock with respect to which “incentive stock options” (withinthe meaning of Section 422 of the Code, but without regard to Section 422(d) ofthe Code) are exercisable for the first time by a Holder during any calendaryear under the Plan, and all other plans of the Company and any SubsidiaryCorporation or parent corporation thereof (as defined in Section 424(e) of theCode), exceeds $100,000, the Options shall be treated as Non-Qualified StockOptions to the extent required by Section 422 of the Code.  The rule set forth in the preceding sentenceshall be applied by taking Options and other “incentive stock options” intoaccount in the order in which they were granted.  For purposes of this Section 5.3(c), the fairmarket value of stock shall be determined as of the time the Option or other “incentivestock options” with respect to such stock is granted.

###### 5.4.          Substitute Awards.  Notwithstanding the foregoing provisions ofthis Article V to the contrary, in the case of an Option that is a SubstituteAward, the price per share of the shares subject to such Option may be lessthan the Fair Market Value per share on the date of grant, *provided*,that the excess of:  (a) the aggregateFair Market Value (as of the date such Substitute Award is granted) of theshares subject to the Substitute Award, over (b) the aggregate exercise pricethereof does not exceed the excess of: (x) the aggregate fair market value (as of the time immediatelypreceding the transaction giving rise to the Substitute Award, such fair marketvalue to be determined by the Administrator) of the shares of the predecessorentity that were subject to the grant assumed or substituted for by theCompany, over (y) the aggregate exercise price of such shares.

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# **ARTICLE VI.**

# **EXERCISE OF OPTIONS**

## 6.1.                              PartialExercise.  An exercisable Option maybe exercised in whole or in part. However, an Option shall not be exercisable with respect to fractionalshares and the Administrator may require that, by the terms of the Option, apartial exercise be with respect to a minimum number of shares.

## 6.2.                              Mannerof Exercise.  All or a portion of anexercisable Option shall be deemed exercised upon delivery of all of thefollowing to the Secretary of the Company, or such other person or entitydesignated by the Administrator, or his, her or its office, as applicable:

###### (a)                                  Awritten notice complying with the applicable rules established by theAdministrator stating that the Option, or a portion thereof, is exercised.  Such rules may provide that foradministrative convenience an Option may not be exercised during such period(not exceeding 10 days) as is specified in advance by the Administrator.  The notice shall be signed by the Holder orother person then entitled to exercise the Option or such portion of theOption;

###### (b)                                 Suchrepresentations and documents as the Administrator, in its discretion, deemsnecessary or advisable to effect compliance with all applicable provisions ofthe Securities Act and any other federal, state or foreign securities laws orregulations.  The Administrator may, inits discretion, also take whatever additional actions it deems appropriate toeffect such compliance including, without limitation, placing legends on sharecertificates and issuing stop-transfer notices to agents and registrars;

###### (c)                                  Inthe event that the Option shall be exercised pursuant to Section 11.1 by anyperson or persons other than the Holder, appropriate proof of the right of suchperson or persons to exercise the Option; and

###### (d)                                 Fullcash payment to the Secretary of the Company for the shares with respect towhich the Option, or portion thereof, is exercised.  However, the Administrator may, in itsdiscretion, (i)  allow payment, in whole or in part, through the deliveryof shares of Common Stock which have been owned by the Holder for at least sixmonths, duly endorsed for transfer to the Company with a Fair Market Value onthe date of delivery equal to the aggregate exercise price of the Option orexercised portion thereof; (ii) allow payment, in whole or in part,through the surrender of shares of Common Stock then issuable upon exercise ofthe Option having a Fair Market Value on the date of Option exercise equal tothe aggregate exercise price of the Option or exercised portion thereof;(iii) allow payment, in whole or in part, through the delivery of propertyof any kind which constitutes good and valuable consideration; (iv) allowpayment, in whole or in part, through the delivery of a notice that the Holderhas placed a market sell order with a broker with respect to shares of CommonStock then issuable upon exercise of the Option, and the broker timely pays asufficient portion of the net proceeds of the sale to the Company insatisfaction of the Option exercise price; or 

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###### (v) allow payment through any combination of the considerationprovided in the foregoing subparagraphs (i), (ii), (iii) and (iv); *provided, however*, that the payment in the manner prescribedin the preceding paragraphs shall not be permitted to the extent that theAdministrator determines that payment in such manner shall result in anextension or maintenance of credit, an arrangement for the extension of credit,or a renewal or an extension of credit in the form of a personal loan to or forany Director or executive officer of the Company that is prohibited by Section13(k) of the Exchange Act or other applicable law.

## 6.3.                              Conditionsto Issuance of Stock Certificates. The Company shall not be required to issue or deliver any certificate orcertificates for shares of stock purchased upon the exercise of any Option orportion thereof prior to fulfillment of all of the following conditions:

###### (a)                                  Theadmission of such shares to listing on all stock exchanges on which such classof stock is then listed;

###### (b)                                 Thecompletion of any registration or other qualification of such shares under anyfederal, state or foreign law, or under the rulings or regulations of theSecurities and Exchange Commission or any other governmental regulatory bodywhich the Administrator shall, in its discretion, deem necessary or advisable;

###### (c)                                  Theobtaining of any approval or other clearance from any federal, state or foreigngovernmental agency which the Administrator shall, in its discretion, determineto be necessary or advisable;

###### (d)                                 Thelapse of such reasonable period of time following the exercise of the Option asthe Administrator may establish from time to time for reasons of administrativeconvenience; and

###### (e)                                  Thereceipt by the Company of full payment for such shares, including payment ofany applicable withholding tax, which in the discretion of the Administratormay be in the form of consideration used by the Holder to pay for such sharesunder Section 6.2(d).

## 6.4.                              Rightsas Stockholders.  Holders shall notbe, nor have any of the rights or privileges of, stockholders of the Company inrespect of any shares purchasable upon the exercise of any part of an Optionunless and until certificates representing such shares have been issued by theCompany to such Holders.

## 6.5.                              Ownershipand Transfer Restrictions.  TheAdministrator, in its discretion, may impose such restrictions on the ownershipand transferability of the shares purchasable upon the exercise of an Option asit deems appropriate.  Any suchrestriction shall be set forth in the respective Award Agreement and may bereferred to on the certificates evidencing such shares.  The Holder shall give the Company promptnotice of any disposition of shares of Common Stock acquired by exercise of anIncentive Stock Option within (a) two years from the date of granting(including the date the Option is modified, extended or renewed for purposes ofSection 424(h) 

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## of the Code) such Option to such Holder, or(b) one year after the transfer of such shares to such Holder.

## 6.6.                              AdditionalLimitations on Exercise of Options. Holders may be required to comply with any timing or other restrictionswith respect to the settlement or exercise of an Option, including awindow-period limitation, as may be imposed in the discretion of the Administrator.

# **ARTICLE VII.**

# **AWARD OF RESTRICTED STOCK**

## 7.1.                              Eligibility.  Subject to the Award Limit, Restricted Stockmay be awarded to any Employee, Consultant or Non-Employee Director who theAdministrator determines should receive such an Award.

## 7.2.                              Awardof Restricted Stock.

###### (a)                                  TheAdministrator may from time to time, in its discretion:

(i)                                     Selectfrom among the Employees, Non-Employee Directors or Consultants (includingEmployees, Non-Employee Directors or Consultants who have previously receivedAwards under the Plan) such of them as in its opinion should be awardedRestricted Stock; and

(ii)                                  Determinethe purchase price, if any, and other terms and conditions applicable to suchRestricted Stock, consistent with the Plan.

###### (b)                                 TheAdministrator shall establish the purchase price, if any, and form of paymentfor Restricted Stock; *provided, however*,that such purchase price shall be no less than the par value of the CommonStock to be purchased, unless otherwise permitted by applicable state law.  In all cases, legal consideration shall berequired for each issuance of Restricted Stock.

###### (c)                                  Uponthe selection of an Employee, Consultant or Non-Employee Director to be awardedRestricted Stock, the Administrator shall instruct the Secretary of the Companyto issue such Restricted Stock and may impose such conditions on the issuanceof such Restricted Stock as it deems appropriate.

## 7.3.                              Rightsas Stockholders.  Subject to Section7.4, upon delivery of the shares of Restricted Stock to the escrow holderpursuant to Section 7.6, the Holder shall have, unless otherwise provided bythe Administrator, all the rights of a stockholder with respect to said shares,subject to the restrictions in his or her Award Agreement, including the rightto receive all dividends and other distributions paid or made with respect tothe shares; *provided, however*,that, in the discretion of the Administrator, any extraordinary distributionswith respect to the Common Stock shall be subject to the restrictions set forthin Section 7.4.

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## 7.4.                              Restriction.  All shares of Restricted Stock issued underthe Plan (including any shares received by Holders thereof with respect toshares of Restricted Stock as a result of stock dividends, stock splits or anyother form of recapitalization) shall, in the terms of each individual AwardAgreement, be subject to such restrictions as the Administrator shall provide,which restrictions may include, without limitation, restrictions concerningvoting rights and transferability and restrictions based on duration ofemployment, directorship or consultancy with the Company, Company performanceand individual performance; *provided,however*, by action taken after the Restricted Stock is issued, theAdministrator may, on such terms and conditions as it may determine to beappropriate, remove any or all of the restrictions imposed by the terms of theAward Agreement.  Restricted Stock maynot be sold or encumbered until all restrictions are terminated or expire.  If no consideration was paid by the Holderupon issuance, a Holder’s rights in unvested Restricted Stock shall lapse, andsuch Restricted Stock shall be surrendered to the Company withoutconsideration, upon Termination of Employment, Termination of Directorship, orTermination of Consultancy, as applicable; *provided,however*, that the Administrator in its discretion may provide thatsuch rights shall not lapse in the event of a Termination of Employment,Termination of Directorship or Termination of Consultancy, as applicable,following a Change in Control or because of the Holder’s retirement, death ordisability or termination without cause, or otherwise, subject to Section3.4(b).

## 7.5.                              Repurchaseof Restricted Stock.  TheAdministrator shall provide in the terms of each individual Award Agreementthat the Company shall have the right to repurchase from the Holder theRestricted Stock then subject to restrictions under the Award Agreementimmediately upon a Termination of Employment, Termination of Directorship, orTermination of Consultancy, as applicable, at a cash price per share equal tothe price paid by the Holder for such Restricted Stock; *provided, however*, that the Administratorin its discretion may provide that such rights shall not lapse in the event ofa Termination of Employment, Termination of Directorship or Termination ofConsultancy, as applicable, following a Change in Control or because of theHolder’s retirement, death or disability or termination without cause, orotherwise, subject to Section 3.4(b).

## 7.6.                              Escrow.  The Secretary of the Company or such otherescrow holder as the Administrator may appoint shall retain physical custody ofeach certificate representing Restricted Stock until all of the restrictionsimposed under the Award Agreement with respect to the shares evidenced by suchcertificate expire or shall have been removed.

## 7.7.                              Legend.  In order to enforce the restrictions imposedupon shares of Restricted Stock hereunder, the Administrator shall cause alegend or legends to be placed on certificates representing all shares ofRestricted Stock that are still subject to restrictions under Award Agreements,which legend or legends shall make appropriate reference to the conditionsimposed thereby.

## 7.8.                              Section83(b) Election.  If a Holder makes anelection under Section 83(b) of the Code, or any successor section thereto, tobe taxed with respect to the Restricted Stock as of the date of transfer of theRestricted Stock rather than as of the date or dates upon which the Holderwould otherwise be taxable under Section 83(a) of the Code, the Holder shalldeliver a copy of such election to the Company immediately after filing suchelection with the Internal Revenue Service.

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# **ARTICLE VIII.**

# **PERFORMANCE AWARDS, DIVIDEND EQUIVALENTS, DEFERREDSTOCK, STOCK PAYMENTS, RESTRICTED STOCK UNITS**

## 8.1.                              Eligibility.  Subject to the Award Limit, one or morePerformance Awards, Dividend Equivalent Awards, Stock Payment Awards, DeferredStock Awards and/or Restricted Stock Unit Awards may be granted to anyEmployee, Consultant or Non-Employee Director whom the Administrator determinesshould receive such an Award.

## 8.2.                              PerformanceAwards.

###### (a)                                  AnyEmployee, Consultant or Non-Employee Director selected by the Administrator maybe granted one or more Performance Awards. The value of such Performance Awards may be linked to any one or more ofthe Performance Criteria or other specific performance criteria determinedappropriate by the Administrator, in each case on a specified date or dates orover any period or periods determined by the Administrator.  In making such determinations, theAdministrator shall consider (among such other factors as it deems relevant inlight of the specific type of award) the contributions, responsibilities andother compensation of the particular Employee, Consultant or Non-EmployeeDirector.

###### (b)                                 Withoutlimiting Section 8.2(a), the Administrator may grant Performance Awards to anyCovered Employee in the form of a cash bonus payable upon the attainment ofobjective Performance Goals which are established by the Administrator, in eachcase on a specified date or dates or over any period or periods determined bythe Administrator.  Any such bonuses paidto Covered Employees shall be based upon objectively determinable bonusformulas established in accordance with the provisions of Section 3.2.  The maximum aggregate amount of allPerformance Awards granted to a Covered Employee under this Section 8.2(b)during any calendar year**shall notexceed the Award Limit.  Unless otherwisespecified by the Administrator at the time of grant, the Performance Criteriawith respect to a Performance Award payable to a Covered Employee shall bedetermined on the basis of generally accepted accounting principles.

## 8.3.                              DividendEquivalents.  Any Employee,Consultant or Non-Employee Director selected by the Administrator may begranted Dividend Equivalents based on the dividends declared on Common Stock,to be credited as of dividend payment dates, during the period between the datea Full Value Award is granted and the date such Full Value Award vests, isexercised, is distributed or expires, as determined by the Administrator.  Such Dividend Equivalents shall be convertedto cash or additional shares of Common Stock by such formula and at such timeand subject to such limitations as may be determined by the Administrator.

## 8.4.                              StockPayments.  Any Employee, Consultantor Non-Employee Director selected by the Administrator may receive StockPayments in the manner determined from time to time by the Administrator.  The number of shares shall be determined bythe Administrator and may be based upon the Performance Criteria or otherspecific performance criteria determined appropriate by the Administrator,determined on the date such Stock Payment is made or on any date thereafter.

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## 8.5.                              DeferredStock.  Any Employee, Consultant orNon-Employee Director selected by the Administrator may be granted an award ofDeferred Stock in the manner determined from time to time by theAdministrator.  The number of shares ofDeferred Stock shall be determined by the Administrator and may be linked tothe satisfaction of one or more Performance Goals or other specific performancegoals as the Administrator determines to be appropriate at the time of grant,in each case on a specified date or dates or over any period or periodsdetermined by the Administrator.  CommonStock underlying a Deferred Stock award will not be issued until the DeferredStock award has vested, pursuant to a vesting schedule or performance criteriaset by the Administrator.  Unlessotherwise provided by the Administrator, a Holder of Deferred Stock shall haveno rights as a Company stockholder with respect to such Deferred Stock untilsuch time as the Award has vested and the Common Stock underlying the Award hasbeen issued.

## 8.6.                              RestrictedStock Units.  Any Employee, Consultantor Non-Employee Director selected by the Administrator may be granted an awardof Restricted Stock Units in the manner determined from time to time by theAdministrator.  The Administrator isauthorized to make awards of Restricted Stock Units in such amounts and subjectto such terms and conditions as determined by the Administrator.  The Administrator shall specify the date ordates on which the Restricted Stock Units shall become fully vested andnonforfeitable, and may specify such conditions to vesting as it deemsappropriate, and may specify that such Restricted Stock Units become fullyvested and nonforfeitable pursuant to the satisfaction of one or morePerformance Goals or other specific performance goals as the Administratordetermines to be appropriate at the time of the grant, in each case on aspecified date or dates or over any period or periods determined by theAdministrator.  The Administrator shallspecify the distribution dates applicable to each award of Restricted StockUnits which shall be no earlier than the vesting dates or events of the awardand may be determined at the election of the Employee, Consultant orNon-Employee Director, subject to compliance with Section 409A of theCode.  On the distribution dates, theCompany shall issue to the Holder one unrestricted, fully transferable share ofCommon Stock for each Restricted Stock Unit distributed.

## 8.7.                              Term.  The term of a Performance Award, DividendEquivalent Award, Deferred Stock Award, Stock Payment Award and/or RestrictedStock Unit Award shall be set by the Administrator in its discretion.

## 8.8.                              Exerciseor Purchase Price.  The Administratormay establish the exercise or purchase price of a Performance Award, shares ofDeferred Stock, shares distributed as a Stock Payment Award or sharesdistributed pursuant to a Restricted Stock Unit Award; *provided, however*, that such price shallnot be less than the par value of a share of Common Stock, unless otherwisepermitted by applicable state law.

## 8.9.                              Exerciseupon Termination of Employment, Termination of Consultancy or Termination ofDirectorship.  A Performance Award,Dividend Equivalent Award, Deferred Stock Award, Stock Payment Award and/orRestricted Stock Unit Award is exercisable or distributable only while theHolder is an Employee, Consultant or Non-Employee Director, as applicable; *provided, however*, that the Administratorin its discretion may provide that the Performance Award, Dividend EquivalentAward, Deferred Stock Award, Stock Payment Award and/or Restricted Stock UnitAward may be exercised or distributed subsequent to a Termination 

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## of Employment, Termination of Directorship orTermination of Consultancy following a “change of control or ownership” (withinthe meaning of Section 1.162-27(e)(2)(v) or any successor regulation thereto)of the Company; and, *provided, further*,that, except with respect to Performance Awards granted to Covered Employees,the Administrator in its discretion may provide that Performance Awards may beexercised or paid following a Termination of Employment, Termination ofDirectorship or Termination of Consultancy, as applicable, following a Changein Control, or because of the Holder’s retirement, death or disability ortermination without cause, or otherwise, subject to Section 3.4(b).

## 8.10.                        Form ofPayment.  Payment of the amountdetermined under Section 8.2 or 8.3 above shall be in cash, in Common Stock ora combination of both, as determined by the Administrator.  To the extent any payment under this ArticleVIII is effected in Common Stock, it shall be made subject to satisfaction ofall provisions of Section 6.3.

# **ARTICLE IX.**

# **STOCK APPRECIATION RIGHTS**

## 9.1.                              Grantof Stock Appreciation Rights.  AStock Appreciation Right may be granted to any Employee, Consultant orNon-Employee Director selected by the Administrator.  A Stock Appreciation Right may begranted:  (a) in connection andsimultaneously with the grant of an Option, or (b) independent of anOption.  A Stock Appreciation Right shallbe subject to such terms and conditions not inconsistent with the Plan as theAdministrator shall impose and shall be evidenced by an Award Agreement.

## 9.2.                              CoupledStock Appreciation Rights.

###### (a)                                  ACoupled Stock Appreciation Right (“CSAR”) shall be related to aparticular Option and shall be exercisable only when and to the extent therelated Option is exercisable.

###### (b)                                 ACSAR may be granted to the Holder for no more than the number of shares subjectto the simultaneously granted Option to which it is coupled.

###### (c)                                  ACSAR shall entitle the Holder (or other person entitled to exercise the Optionpursuant to the Plan) to surrender to the Company unexercised a portion of theOption to which the CSAR relates (to the extent then exercisable pursuant toits terms) and to receive from the Company in exchange therefor an amountdetermined by multiplying (i) the difference obtained by subtracting theexercise price per share of the CSAR from (ii) the Fair Market Value of a shareof Common Stock on the date of exercise of the CSAR by the number of shares ofCommon Stock with respect to which the CSAR shall have been exercised, subjectto any limitations the Administrator may impose.

## 9.3.                              IndependentStock Appreciation Rights.

###### (a)                                  AnIndependent Stock Appreciation Right (“ISAR”) shall be unrelated to anyOption and shall have a term set by the Administrator in its discretion; *provided,*

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###### *however*, that theterm shall not be more than ten (10) years from the date the ISAR isgranted.  An ISAR shall be exercisable insuch installments as the Administrator may determine.  An ISAR shall cover such number of shares ofCommon Stock as the Administrator may determine; *provided,however*, that unless the Administrator otherwise provides in theterms of the Award Agreement or otherwise, no ISAR granted to a person subjectto Section 16 of the Exchange Act shall be exercisable until at least sixmonths have elapsed following the date on which the ISAR was granted.  The exercise price per share of Common Stocksubject to each ISAR shall be set by the Administrator; *provided,*that such exercise price per share shall not be less than 100% of the FairMarket Value of a share of Common Stock on the date the ISAR is granted.  An ISAR is exercisable only while the Holderis an Employee, Consultant or Non-Employee Director; *provided,*that the Administrator may provide that ISARs may be exercised following aTermination of Employment, Termination of Directorship or Termination ofConsultancy, as applicable, or following a Change in Control, or because of theHolder’s retirement, death or disability or termination without cause, orotherwise, subject to Section 3.4(b).

###### (b)                                 AnISAR shall entitle the Holder (or other person entitled to exercise the ISARpursuant to the Plan) to exercise all or a specified portion of the ISAR (tothe extent then exercisable pursuant to its terms) and to receive from theCompany an amount determined by multiplying (i) the difference obtained bysubtracting the exercise price per share of the ISAR from the Fair Market Valueof a share of Common Stock on the date of exercise of the ISAR by (ii) thenumber of shares of Common Stock with respect to which the ISAR shall have beenexercised, subject to any limitations the Administrator may impose.

## 9.4.                              Paymentand Limitations on Exercise.

###### (a)                                  Paymentof the amounts determined under Section 9.2(c) and 9.3(b) above shall be incash, shares of Common Stock (based on its Fair Market Value as of the date theStock Appreciation Right is exercised), or a combination of both, as determinedby the Administrator.  The Company shallnot be required to issue or deliver any certificate or certificates for sharesof stock issuable upon the exercise of any Stock Appreciation Right prior tofulfillment of the conditions set forth in Section 6.3 above.

###### (b)                                 Holdersof Stock Appreciation Rights may be required to comply with any timing or otherrestrictions with respect to the settlement or exercise of a Stock AppreciationRight, including a window-period limitation, as may be imposed in thediscretion of the Administrator.

# **ARTICLE X.**

# **ADMINISTRATION**

## 10.1.                        Committee.  The Committee shall consist solely of two ormore Non-Employee Directors appointed by and holding office at the pleasure ofthe Board.  To the extent Awards areintended to comply with the qualified performance-based compensation requirementsof Section 162(m)(4)(C) of the Code and the requirements for the application ofRule 16b-3, each member of the Committee shall qualify as both a “non-employeedirector” as defined by Rule 16b-3 and an “outside director” for purposes ofSection 162(m) of the Code.  

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## Appointment of Committee members shall beeffective upon acceptance of appointment. Committee members may resign at any time by delivering written notice tothe Board.  Vacancies in the Committeemay be filled by the Board.

## 10.2.                        Dutiesand Powers of Committee.  It shall bethe duty of the Committee to conduct the general administration of the Plan inaccordance with its provisions.  TheCommittee shall have the power to interpret the Plan and the Award Agreements,and to adopt such rules for the administration, interpretation and applicationof the Plan as are consistent therewith, to interpret, amend or revoke any suchrules, to delegate authority in accordance with Section 10.5 and to amend anyAward Agreement provided that the rights or obligations of the Holder of theAward that is the subject of any such Award Agreement are not affectedadversely.  Any such grant or award underthe Plan need not be the same with respect to each Holder.  Any such interpretations and rules withrespect to Incentive Stock Options shall be consistent with the provisions ofSection 422 of the Code.  In itsdiscretion, the Board may at any time and from time to time exercise any andall rights and duties of the Committee under the Plan except with respect tomatters which under Rule 16b-3 or Section 162(m) of the Code, or anyregulations or rules issued thereunder, are required to be determined in thediscretion of the Committee.

## 10.3.                        MajorityRule; Unanimous Written Consent.  TheCommittee shall act by a majority of its members in attendance at a meeting atwhich a quorum is present or by a memorandum or other written instrument signedby all members of the Committee.

## 10.4.                        Compensation;Professional Assistance; Good Faith Actions.  Members of the Committee shall receive suchcompensation, if any, for their services as members as may be determined by theBoard.  All expenses and liabilitieswhich members of the Committee incur in connection with the administration of thePlan shall be borne by the Company.  TheCommittee may, with the approval of the Board, employ attorneys, consultants,accountants, appraisers, brokers or other persons.  The Committee, the Company and the Company’sofficers and Directors shall be entitled to rely upon the advice, opinions orvaluations of any such persons.  Allactions taken and all interpretations and determinations made by the Committeeor the Board in good faith shall be final and binding upon all Holders, theCompany and all other interested persons. No members of the Committee or Board shall be personally liable for anyaction, determination or interpretation made in good faith with respect to thePlan or Awards, and all members of the Committee and the Board shall be fullyprotected by the Company in respect of any such action, determination orinterpretation.

## 10.5.                        Delegationof Authority to Grant Awards.  To theextent permitted by applicable law, the Committee may, but need not, delegatefrom time to time some or all of its authority to grant Awards under the Planto a committee or committees consisting of one or more members of the Boardand/or one or more officers of the Company; *provided,however*, that the authority to grant awards to the followingindividuals may not be delegated:  (a)individuals who are subject to the reporting rules under Section 16(a) of theExchange Act, (b) individuals who are Covered Employees, and (c) individualswho are officers of the Company who are delegated authority by the Committeehereunder.  Any delegation hereundershall be subject to the restrictions and limits that the Committee specifies atthe time of such delegation of authority and may be rescinded at any time bythe Committee.  At all times, anycommittee appointed under this Section 10.5 shall serve in such capacity at thepleasure of the Committee.

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# **ARTICLE XI.**

# **MISCELLANEOUS PROVISIONS**

## 11.1.                        Transferabilityof Awards.

###### (a)                                  Exceptas otherwise provided in Section 11.1(b):

(i)                                     NoAward under the Plan may be sold, pledged, assigned or transferred in anymanner other than by will or the laws of descent and distribution or, subjectto the consent of the Administrator, pursuant to a DRO, unless and until suchAward has been exercised, or the shares underlying such Award have been issued,and all restrictions applicable to such shares have lapsed;

(ii)                                  NoAward or interest or right therein shall be liable for the debts, contracts orengagements of the Holder or his successors in interest or shall be subject todisposition by transfer, alienation, anticipation, pledge, hypothecation, encumbrance,assignment or any other means whether such disposition be voluntary orinvoluntary or by operation of law by judgment, levy, attachment, garnishmentor any other legal or equitable proceedings (including bankruptcy), and anyattempted disposition thereof shall be null and void and of no effect, exceptto the extent that such disposition is permitted by the preceding sentence; and

(iii)                               Duringthe lifetime of the Holder, only the Holder may exercise an Option or otherAward (or any portion thereof) granted to him under the Plan, unless it hasbeen disposed of pursuant to a DRO; after the death of the Holder, anyexercisable portion of an Option or other Award may, prior to the time whensuch portion becomes unexercisable under the Plan or the applicable AwardAgreement, be exercised by his personal representative or by any personempowered to do so under the deceased Holder’s will or under the thenapplicable laws of descent and distribution.

###### (b)                                 Notwithstanding Section 11.1(a), theAdministrator, in its discretion, may determine to permit a Holder to transfera Non-Qualified Stock Option to any one or more Permitted Transferees (asdefined below), subject to the following terms and conditions:  (i) a Non-Qualified Stock Option transferredto a Permitted Transferee shall not be assignable or transferable by thePermitted Transferee other than by will or the laws of descent anddistribution; (ii) any Non-Qualified Stock Option which is transferred to aPermitted Transferee shall continue to be subject to all the terms andconditions of the Non-Qualified Stock Option as applicable to the originalHolder (other than the ability to further transfer the Non-Qualified StockOption); and (iii) the Holder and the Permitted Transferee shall execute anyand all documents requested by the Administrator, including, without limitationdocuments to (A) confirm the status of the transferee as a PermittedTransferee, (B) satisfy any requirements for an exemption for the transferunder applicable federal, state and foreign securities laws and (C) evidencethe transfer.  For purposes of thisSection 11.1(b), “Permitted Transferee” shall mean, 

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###### with respect to a Holder, any child, stepchild, grandchild, parent,stepparent, grandparent, spouse, former spouse, sibling, niece, nephew,mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, orsister-in-law, including adoptive relationships, any person sharing the Holder’shousehold (other than a tenant or employee), a trust in which these persons (orthe Holder) control the management of assets, and any other entity in whichthese persons (or the Holder) own more than fifty percent of the votinginterests, or any other transferee specifically approved by the Administratorafter taking into account any federal, state, local and foreign tax andsecurities laws applicable to transferable Non-Qualified Stock Options.

## 11.2.                        Amendment,Suspension or Termination of the Plan. Except as otherwise provided in this Section 11.2, the Plan may bewholly or partially amended or otherwise modified, suspended or terminated atany time or from time to time by the Board, or the Compensation Committee ofthe Board.  However, without approval ofthe Company’s stockholders given within twelve (12) months before or after theaction by the Administrator, no action of the Administrator may, except asprovided in Section 11.3, (i) increase the limits imposed in Section 2.1 on themaximum number of shares which may be issued under the Plan, (ii) decrease,directly or indirectly, the exercise price of any outstanding Option or StockAppreciation Right granted under the Plan (including any action having the sameeffect, such as a cancellation of an underwater Option or Stock AppreciationRight and regrant of a new Award at a lesser exercise price or the repurchaseof an Option or Stock Appreciation Right for an amount greater than theintrinsic value of the Option or Stock Appreciation Right), or (iii) result ina material change in eligibility requirements. Except as provided in Section 11.12, no amendment, suspension ortermination of the Plan shall, without the consent of the Holder, alter orimpair any rights or obligations under any Award theretofore granted orawarded, unless the Award itself otherwise expressly so provides.  No Awards may be granted or awarded duringany period of suspension or after termination of the Plan, and in no event mayany Award be granted under the Plan after the first to occur of the followingevents:

###### (a)                                  Theexpiration of ten (10) years from the date the Plan is adopted by the Board; or

###### (b)                                 Theexpiration of ten (10) years from the date the Plan is first approved by theCompany’s stockholders.

## 11.3.                        Changesin Common Stock or Assets of the Company, Acquisition or Liquidation of theCompany and Other Corporate Events.

###### (a)                                  Subjectto Section 11.3(e), in the event of any dividend or other distribution (whetherin the form of cash, Common Stock, other securities or other property),recapitalization, reclassification, stock split, reverse stock split, reorganization,merger, consolidation, split-up, spin-off, combination, repurchase,liquidation, dissolution, or sale, transfer, exchange or other disposition ofall or substantially all of the assets of the Company, or exchange of CommonStock or other securities of the Company, issuance of warrants or other rightsto purchase Common Stock or other securities of the Company, or other similarcorporate transaction or event that affects the Common Stock, then theAdministrator shall equitably adjust any or all of the following in order toprevent dilution or enlargement of the benefits or potential benefits intendedto be made available under the Plan or with respect to an Award:

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(i)                                     Thenumber and kind of shares of Common Stock (or other securities or property) withrespect to which Awards may be granted or awarded (including, withoutlimitation, adjustments of the limitations in Section 2.1 on the maximum numberand kind of shares which may be issued under the Plan, adjustments of the AwardLimit, and adjustments of the manner in which shares subject to Full ValueAwards will be counted);

(ii)                                  Thenumber and kind of shares of Common Stock (or other securities or property)subject to outstanding Awards; and

(iii)                               Thegrant or exercise price with respect to any Award.

###### (b)                                 Subjectto Sections 11.3(c) and 11.3(e), in the event of any transaction or eventdescribed in Section 11.3(a) or any unusual or nonrecurring transactions orevents affecting the Company, any affiliate of the Company, or the financialstatements of the Company or any affiliate, or of changes in applicable laws,regulations or accounting principles, the Administrator, in its discretion, andon such terms and conditions as it deems appropriate, either by the terms ofthe Award or by action taken prior to the occurrence of such transaction orevent and either automatically or upon the Holder’s request, is herebyauthorized to take any one or more of the following actions whenever theAdministrator determines that such action is appropriate in order to preventdilution or enlargement of the benefits or potential benefits intended to bemade available under the Plan or with respect to any Award under the Plan, tofacilitate such transactions or events or to give effect to such changes inlaws, regulations or principles:

(i)                                     Toprovide for the purchase of any such Award for an amount of cash equal to theamount that could have been attained upon the exercise of such Award orrealization of the Holder’s rights had such Award been currently exercisable orpayable or fully vested;

(ii)                                  Toprovide for the replacement of such Award with other rights or propertyselected by the Administrator in its discretion having an aggregate value notexceeding the amount that could have been attained upon the exercise of suchAward or realization of the Holder’s rights had such Award been currentlyexercisable or payable or fully vested;

(iii)                               Toprovide that the Award cannot vest, be exercised or become payable after suchevent;

(iv)                              Toprovide that such Award shall be exercisable as to all shares covered thereby,notwithstanding anything to the contrary in Section 5.3 or the provisions ofsuch Award;

(v)                                 Toprovide that such Award be assumed by the successor or survivor corporation, ora parent or subsidiary thereof, or shall be substituted for by similar options,rights or awards covering the stock of the 

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successor or survivorcorporation, or a parent or subsidiary thereof, with appropriate adjustments asto the number and kind of shares and prices;

(vi)                              Tomake adjustments in the number and type of shares of Common Stock (or othersecurities or property) subject to outstanding Awards, and/or in the terms andconditions of (including the grant, exercise or purchase price), and thecriteria included in, outstanding options, rights and awards and options,rights and awards which may be granted in the future; and

(vii)                           Toprovide that, for a specified period of time prior to such event, therestrictions imposed under an Award Agreement upon some or all shares ofRestricted Stock, Restricted Stock Units or Deferred Stock may be terminated,and, in the case of Restricted Stock, some or all shares of such RestrictedStock may cease to be subject to repurchase under Section 7.5 orforfeiture under Section 7.4 after such event.

###### (c)                                  Inthe event of a Change in Control, then: (i) any surviving or acquiringcorporation shall assume the Awards outstanding under the Plan or shallsubstitute similar Awards (including an option to acquire the sameconsideration paid to the stockholders of the Company in the Change in Controltransaction) for those outstanding under the Plan, (ii) in the event that anysurviving or acquiring corporation does assume such Awards or substitutesimilar Awards for those outstanding under the Plan, then, with respect to aHolder’s Award, upon such Holder’s Voluntary Termination with Good Reason (asdefined below) or such Holder’s Involuntary Termination without Cause (asdefined below), the vesting of such Award and the time during which such Awardmay be exercised shall be accelerated upon the occurrence of such event, or(iii) in the event any surviving or acquiring corporation refuses to assumesuch Awards or to substitute similar Awards for those outstanding under thePlan, then, with respect to Awards held by persons then performing services asEmployees, Directors or Consultants, the vesting of such Awards and the timeduring which such Awards may be exercised shall be accelerated prior to suchevent and the Awards terminated if not exercised after such acceleration and ator prior to such event, and  with respectto any other Awards outstanding under the Plan, such Awards shall be terminatedif not exercised prior to such event. The term “Voluntary Termination with Good Reason” shall mean aTermination of Employment, Termination of Directorship or Termination ofConsultancy by resignation, with Good Reason, as an Employee, Director orConsultant of the Company within one month prior to the Change in Control, or aTermination of Employment, Termination of Directorship or Termination ofConsultancy by resignation, with Good Reason, as an Employee, Director orConsultant, or as an employee, director or consultant, of the surviving oracquiring corporation which assumed the Holder’s Award or substituted a similarAward for the Holder’s Award within thirteen (13) months after a Change inControl.  The term “Good Reason”means with respect to the Holder of an Award, any of the following:  the reduction of the Holder’s rate ofcompensation as in effect immediately prior to the Change in Control; thefailure to provide a package of welfare benefit plans which, taken as a whole,provide substantially similar benefits to those in which the Holder wasentitled to participate immediately prior to the Change in Control (except thatemployee contributions may be raised to the extent of any cost increasesimposed by third parties); a change in the Holder’s responsibilities,authority, title or office resulting in diminution of position, excluding forthis purpose an isolated, insubstantial and inadvertent action not taken in 

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###### bad faith which is remedied by the Companypromptly after notice thereof is given by the Holder; a request that the Holderrelocate to a worksite that is more than thirty-five (35) miles from the Holder’sprior worksite, unless the Holder accepts such relocation opportunity; thefailure or refusal of a successor to the Company to assume the Company’sobligations under the Award Agreement; or the material breach by the Company orany successor to the Company of any of the material provisions of the Holder’sAward.  The term “InvoluntaryTermination without Cause” means the Termination of Employment, Terminationof Directorship or Termination of Consultancy by involuntary termination,without Cause, as an Employee, Director or Consultant within one month prior toa Change in Control or (ii) the Termination of Employment, Termination ofDirectorship or Termination of Consultancy by involuntary termination, withoutCause, as an Employee, Director or Consultant, or as an employee, director orconsultant of the surviving or acquiring corporation which assumed the Holder’sAward or substituted a similar Award for the Holder’s Award, within thirteen(13) months after a Change in Control. The term “Cause” means with respect to the Holder of an Award,any of the following: the Holder’s theft, dishonesty, or falsification ofdocuments or records; the Holder’s improper use or disclosure of the Company’sconfidential or proprietary information; any action by the Holder which has a detrimentaleffect on the Company’s reputation or business; the Holder’s failure orinability to perform any reasonable assigned duties after written notice fromthe Company of, and a reasonable opportunity to cure, such failure orinability; any material breach by the Holder of any employment or serviceagreement between the Holder and the Company which breach is not cured pursuantto the terms of such agreement; or the Holder’s conviction (including any pleaof guilty or nolo contendere) of any criminal act which impairs the Holder’sability to perform his or her duties with the Company.

###### (d)                                 Subjectto Sections 11.3(e) and 3.2, the Administrator may, in its discretion, includesuch further provisions and limitations in any Award, agreement or certificate,as it may deem equitable and in the best interests of the Company.

###### (e)                                  Withrespect to Awards which are granted to Covered Employees and are intended toqualify as performance-based compensation under Section 162(m)(4)(C), noadjustment or action described in this Section 11.3 or in any other provisionof the Plan shall be authorized to the extent that such adjustment or actionwould cause such Award to fail to so qualify under Section 162(m)(4)(C), or anysuccessor provisions thereto.  Noadjustment or action described in this Section 11.3 or in any other provisionof the Plan shall be authorized to the extent that such adjustment or actionwould cause the Plan to violate Section 422(b)(1) of the Code.  Furthermore, no such adjustment or actionshall be authorized to the extent such adjustment or action would result inshort-swing profits liability under Section 16 or violate the exemptiveconditions of Rule 16b-3 unless the Administrator determines that the Award isnot to comply with such exemptive conditions. The number of shares of Common Stock subject to any Award shall alwaysbe rounded down to the next whole number.

###### (f)                                    Theexistence of the Plan, the Award Agreement and the Awards granted hereundershall not affect or restrict in any way the right or power of the Company orthe stockholders of the Company to make or authorize any adjustment,recapitalization, reorganization or other change in the Company’s capitalstructure or its business, any merger or consolidation of the Company, anyissue of stock or of options, warrants or rights to purchase stock or of bonds,debentures, preferred or prior preference stocks whose rights are superior toor 

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###### affect the Common Stock or the rights thereofor which are convertible into or exchangeable for Common Stock, or thedissolution or liquidation of the company, or any sale or transfer of all orany part of its assets or business, or any other corporate act or proceeding,whether of a similar character or otherwise.

###### (g)                                 Noaction shall be taken under this Section 11.3 which shall cause an Award tofail to comply with Section 409A of the Code or the Treasury Regulationsthereunder, to the extent applicable to such Award.

## 11.4.                        Approvalof Plan by Stockholders.  The Planwill be submitted for the approval of the Company’s stockholders within twelve(12) months after the date of the Board’s initial adoption of the Plan.  No Awards may be granted or awarded prior tosuch stockholder approval.  In addition,if the Board determines that Awards other than Options or Stock AppreciationRights which may be granted to Covered Employees should continue to be eligibleto qualify as performance-based compensation under Section 162(m)(4)(C) of theCode, the Performance Criteria must be disclosed to and approved by the Company’sstockholders no later than the first stockholder meeting that occurs in thefifth year following the year in which the Company’s stockholders previouslyapproved the Plan.

## 11.5.                        TaxWithholding.  The Company or anySubsidiary shall have the authority and the right to deduct or withhold, orrequire a Holder to remit to the Company, an amount sufficient to satisfyfederal, state, local and foreign taxes (including the Holder’s FICAobligation) required by law to be withheld with respect to any taxable event concerninga Holder arising as a result of this Plan. The Administrator may in its discretion and in satisfaction of theforegoing requirement allow a Holder to elect to have the Company withholdshares of Common Stock otherwise issuable under an Award (or allow the returnof shares of Common Stock) having a Fair Market Value equal to the sumsrequired to be withheld.  Notwithstandingany other provision of the Plan, the number of shares of Common Stock which maybe withheld with respect to the issuance, vesting, exercise or payment of anyAward (or which may be repurchased from the Holder of such Award within sixmonths (or such other period as may be determined by the Administrator) aftersuch shares of Common Stock were acquired by the Holder from the Company) inorder to satisfy the Holder’s federal, state, local and foreign income andpayroll tax liabilities with respect to the issuance, vesting, exercise orpayment of the Award shall be limited to the number of shares which have a FairMarket Value on the date of withholding or repurchase equal to the aggregateamount of such liabilities based on the minimum statutory withholding rates forfederal, state, local and foreign income tax and payroll tax purposes that areapplicable to such supplemental taxable income.

## 11.6.                        Prohibitionon Repricing.  Subject to Section11.3, the Administrator shall not, without the approval of the stockholders ofthe Company, authorize the amendment of any outstanding Award to reduce itsprice per share.  Furthermore, no Awardshall be canceled and replaced with the grant of an Award having a lesser priceper share without the further approval of stockholders of the Company.  Subject to Section 11.2, the Administratorshall have the authority, without the approval of the stockholders of theCompany, to amend any outstanding award to increase the price per share or tocancel and replace an Award with the grant of an Award having a price per sharethat is greater than or equal to the price per share of the original Award.

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## 11.7.                        ForfeitureProvisions.  Pursuant to its generalauthority to determine the terms and conditions applicable to Awards under thePlan, the Administrator shall have the right to provide, in the terms of Awardsmade under the Plan, or to require a Holder to agree by separate writteninstrument, that:  (a)(i) any proceeds,gains or other economic benefit actually or constructively received by theHolder upon any receipt or exercise of the Award, or upon the receipt or resaleof any Common Stock underlying the Award, must be paid to the Company, and (ii)the Award shall terminate and any unexercised portion of the Award (whether ornot vested) shall be forfeited, if (b)(i) a Termination of Employment,Termination of Directorship or Termination of Consultancy occurs prior to aspecified date, or within a specified time period following receipt or exerciseof the Award, or (ii) the Holder at any time, or during a specified timeperiod, engages in any activity in competition with the Company, or which isinimical, contrary or harmful to the interests of the Company, as furtherdefined by the Administrator or (iii) the Holder incurs a Termination ofEmployment, Termination of Directorship or Termination of Consultancy for “cause”(as such term is defined in the discretion of the Administrator, or as setforth in a written agreement relating to such Award between the Company and theHolder).

## 11.8.                        Effectof Plan upon Other Compensation Plans. The adoption of the Plan shall not affect any other compensation orincentive plans in effect for the Company or any Subsidiary.  Nothing in the Plan shall be construed tolimit the right of the Company or any Subsidiary:  (a) to establish any other forms ofincentives or compensation for Employees, Directors or Consultants of the Companyor any Subsidiary, or (b) to grant or assume options or other rights orawards otherwise than under the Plan in connection with any proper corporatepurpose including without limitation, the grant or assumption of options inconnection with the acquisition by purchase, lease, merger, consolidation orotherwise, of the business, stock or assets of any corporation, partnership,limited liability company, firm or association.

## 11.9.                        Compliancewith Laws.  The Plan, the grantingand vesting of Awards under the Plan and the issuance and delivery of shares ofCommon Stock and the payment of money under the Plan or under Awards granted orawarded hereunder are subject to compliance with all applicable federal, state,local and foreign laws, rules and regulations (including but not limited tofederal, state and foreign securities law and margin requirements) and to suchapprovals by any listing, regulatory or governmental authority as may, in theopinion of counsel for the Company, be necessary or advisable in connectiontherewith.  Any securities deliveredunder the Plan shall be subject to such restrictions, and the person acquiringsuch securities shall, if requested by the Company, provide such assurances andrepresentations to the Company as the Company may deem necessary or desirableto assure compliance with all applicable legal requirements.  To the extent permitted by applicable law,the Plan and Awards granted or awarded hereunder shall be deemed amended to theextent necessary to conform to such laws, rules and regulations.

## 11.10.                  Titles.  Titles are provided herein for convenienceonly and are not to serve as a basis for interpretation or construction of thePlan.

## 11.11.                  Governing Law.  The Plan and any agreements hereunder shallbe administered, interpreted and enforced under the internal laws of the Stateof Delaware without regard to conflicts of laws thereof.

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## 11.12.                  Section409A.  To the extent that theAdministrator determines that any Award granted under the Plan is subject toSection 409A of the Code, the Award Agreement evidencing such Award shallincorporate the terms and conditions required by Section 409A of the Code.  To the extent applicable, the Plan and Award Agreements shall beinterpreted in accordance with Section 409A of the Code and Department ofTreasury regulations and other interpretive guidance issued thereunder,including without limitation any such regulations or other guidance that may beissued after the Effective Date. Notwithstanding any provision of the Plan to the contrary, in the eventthat following the Effective Date the Administrator determines that any Awardmay be subject to Section 409A of the Code and related Department of Treasuryguidance (including such Department of Treasury guidance as may be issued afterthe Effective Date), the Administrator may adopt such amendments to the Planand the applicable Award Agreement or adopt other policies and procedures(including amendments, policies and procedures with retroactive effect), ortake any other actions, that the Administrator determines are necessary orappropriate to (a) exempt the Award from Section 409A of the Code and/orpreserve the intended tax treatment of the benefits provided with respect tothe Award, or (b) comply with the requirements of Section 409A of the Code andrelated Department of Treasury guidance.

*  *  * *  *

I hereby certify that theforegoing First Consulting Group, Inc. 2007 Equity Incentive Plan was dulyadopted by the Board of Directors of First Consulting Group, Inc. on                        ,2007.

Executed on this             day of                    ,2007. 
|        |                |
|--------|---------------------|
|   | Corporate Secretary |

 

*  *  * *  *

I hereby certify that theforegoing First Consulting Group, Inc. 2007 Equity Incentive Plan was approvedby the stockholders of First Consulting Group, Inc. on                               ,2007.

Executed on this              day of                       ,2007.
|        |                |
|--------|---------------------|
|   | Corporate Secretary |

 

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