Exhibit 4.1


    
      

      

    

    
      

        EXHIBIT
          4.1

        


        INSEQ
          CORPORATION

        


        2005
          Stock and Stock Option Plan

        


        Article
          1. Establishment and Purpose

        


        1.1 
          Establishment
          of the Plan.
          Inseq
          Corporation, a Delaware corporation (the “Company” or “Inseq”), hereby
          establishes an incentive compensation plan (the “Plan”), as set forth in this
          document.

        


        1.2 
          Purpose
          of the Plan.
          The
          purpose of the Plan is to promote the success and enhance the value of
          the
          Company by linking the personal interests of Participants to those of
          the

        Company's
          shareholders, and by providing Participants with an incentive for outstanding
          performance. The Plan is further intended to attract and retain the services
          of
          Participants upon whose judgment, interest, and special efforts the successful
          operation of Inseq and its subsidiaries is dependent. 

        


        1.3 
          Effective
          Date of the Plan.
          The
          Plan shall become effective on November 23, 2005.

        


        Article
          2. Definitions

        


        Whenever
          used in the Plan, the following terms shall have the meanings set forth
          below
          and, when the meaning is intended, the initial letter of the word is
          capitalized:

        


        (a) 
          “Award” means, individually or collectively, a grant under this Plan of Stock,
          Nonqualified Stock Options, Incentive Stock Options, Restricted Stock,
          or
          Performance Shares.

        


        (b) 
          “Award Agreement” means an agreement which may be entered into by each
          Participant and the Company, setting forth the terms and provisions applicable
          to Awards granted to Participants under this Plan.

        


        (c) 
          “Board” or “Board of Directors” means the Company’s Board of
          Directors.

        


        (d) 
          “Cause” shall mean willful and gross misconduct on the part of an Eligible
          Person that is materially and demonstrably detrimental to the Company or
          any
          Subsidiary as determined by the Committee in its sole discretion.

        


        



        
          
            
            

          

          
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        (e) 
          “Change in Control” shall be deemed to have occurred if (i) any “person” (as
          such term is used in Sections 13(d) and 14(d) of the Exchange Act), other
          than
          (A) a person who on November 23, 2005 was the beneficial owner of more
          than 25%
          of the outstanding Shares, (B) a trustee or other fiduciary holding securities
          under an employee benefit plan of the Company or (C) a corporation owned
          directly or indirectly by the shareholders of the Company in substantially
          the
          same proportions as their ownership of stock of the Company, is or becomes
          the
“beneficial owner” (as defined in Rule 13d-3 under said Act), directly or
          indirectly, of securities of the Company representing fifty percent (50%)
          or
          more of the total voting power represented by the Company's then outstanding
          voting securities, or (ii) during any period of two (2) consecutive years,
          individuals who at the beginning of such period constitute the Board of
          Directors of the Company and any new Director whose election by the Board
          of
          Directors or nomination for election by the Company's shareholders was
          approved
          by a vote of at least two-thirds (2/3) of the Directors then still in office
          who
          either were Directors at the beginning of the period or whose election
          or
          nomination for election was previously so approved, cease for any reason
          to
          constitute a majority thereof, or (iii) the shareholders of the Company
          approve
          a merger or consolidation of the Company with any other corporation, other
          than
          a merger or consolidation which would result in the voting securities of
          the
          Company outstanding immediately prior thereto continuing to represent (either
          by
          remaining outstanding or by being converted into voting securities of the
          surviving entity) at least fifty-five percent (55%) of the total voting
          power
          represented by the voting securities of the Company or such surviving entity
          outstanding immediately after such merger or consolidation, or the shareholders
          of the Company approve a plan of complete liquidation of the Company or
          an
          agreement for the sale or disposition by the Company of all or substantially
          all
          the Company’s assets.

        


        (f) 
          “Code” means the Internal Revenue Code of 1986, as amended from time to
          time.

        


        (g) 
          “Committee” means the committee or committees, as specified in Article 3,
          appointed by the Board to administer the Plan with respect to grants of
          Awards.

        


        (h) 
          “Consultant” means a natural person under contract with the Company to provide
bona
          fide
          services
          to the Company which are not in connection with the offer or sale of securities
          in a capital-raising transaction and do not directly or indirectly promote
          or
          maintain a market for the Company’s securities.

        


        (i) 
          “Director” means any individual who is a member of the Inseq Board of
          Directors.

        


        (j)
           “Disability” shall mean the Participant’s inability to perform the
          Participant’s normal Employment functions due to any medically determinable
          physical or mental disability, which can last or has lasted 12 months or
          is
          expected to result in death.

        


        (k) 
          “Eligible Person” means an Employee, Director or Consultant.

        


        (l) 
          “Employee” means any officer or employee of the Company or of one of the
          Company's Subsidiaries. Directors who are not otherwise employed by the
          Company
          shall not be considered Employees under this Plan.

        


        



        
          
            
            

          

          
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        (m) 
          “Employment,” with reference to an Employee, means the condition of being an
          officer or employee of the Company or one of its Subsidiaries. “Employment,”
          with reference to a Consultant, means the condition of being a Consultant.
          “Employment,” with reference to a Director, means the condition of being a
          Director. The change in status of an Eligible Person among the categories
          of
          Employee, Director and Consultant shall not be deemed a termination of
          Employment. 

        


        (n) 
          “Exchange Act” means the Securities Exchange Act of 1934, as amended from time
          to time, or any successor Act thereto.

        


        (o) 
          “Exercise Price” means the price at which a Share may be purchased by a
          Participant pursuant to an Option, as determined by the Committee.

        


        (p) 
          “Fair Market Value” shall mean (i) at such time as there are closing prices
          quoted for the Shares, the closing price of Shares on the relevant date,
          or (if
          there were no sales on such date) the next preceding trading date, all
          as
          reported on the principal market for the Shares, or (ii) at such time as
          there
          is a public market quoted without closing prices, the mean of the closing
          high
          bid and low asked on the relevant date, as reported on the principal market
          for
          the Shares, or (iii) at such time as there is no public market for the
          Shares,
          the value determined from time to time by the Board of Directors.

        


        (q) 
          “Incentive Stock Option” or “ISO” means an option to purchase Shares from Inseq,
          granted under this Plan, which is designated as an Incentive Stock Option
          and is
          intended to meet the requirements of Section 422 of the Code.

        


        (r) 
          “Insider” shall mean an Eligible Person who is, on the relevant date, an
          officer, director, or ten percent (10%) beneficial owner of the Company,
          as
          those terms are defined under Section 16 of the Exchange Act. 

        


        (s) 
          “Nonqualified Stock Option” or “NQSO” means the option to purchase Shares from
          Inseq, granted under this Plan, which is not intended to be an Incentive
          Stock
          Option.

        


        (t) 
          “Option” or “Stock Option” shall mean an Incentive Stock Option or a
          Nonqualified Stock Option.

        


        (u) 
          “Participant” means a person who holds an outstanding Award granted under the
          Plan.

        


        (v) 
          “Performance Share” shall mean an Award granted to an Eligible Person pursuant
          to Article 8 herein.

        


        (w) 
          “Plan” means this 2005 Stock and Stock Option Plan. 

        


        (x) 
          “Restricted Stock” means an Award of Stock granted to an Eligible Person
          pursuant to Article 7 herein.

        


         

        
          
            
            

          

          
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        (y) 
          “Restriction Period” means the period during which Shares of Restricted Stock
          are subject to restrictions or conditions under Article 7.

        


        (z) 
          “Shares” or “Stock” means the shares of common stock of the
          Company.

        


        (aa) 
          “Subsidiary” shall mean any corporation in which the Company owns directly, or
          indirectly through subsidiaries, more than fifty percent (50%) of the total
          combined voting power of all classes of Stock, or any other entity (including,
          but not limited to, partnerships and joint ventures) in which the Company
          owns
          more than fifty percent (50%) of the combined equity thereof.

        


        Article
          3. Administration

        


        3.1 
          The
          Committee.
          The
          Plan and all Awards hereunder shall be administered by one or more Committees
          of
          the Board as may be appointed by the Board for this purpose. The Board
          may
          appoint a Committee specifically responsible for Awards to Insiders (the
          “Disinterested Committee”) where each Director on such Disinterested Committee
          is a “Non-Employee Director” (or any successor designation for determining who
          may administer plans, transactions or awards exempt under Section 16(b)
          of the
          Exchange Act), as that term is used in Rule 16b-3 under the Exchange Act,
          as
          that rule may be modified from time to time. If no specific Committee is
          appointed by the Board, then the Board in its entirety shall be the Committee.
          Any Committee may be replaced by the Board at any time.

        


        3.2 
          Authority
          of the Committee.
          The
          Committee shall have full power, except as limited by law and subject to
          the
          provisions herein, to select the recipients of Awards; to determine the
          size and
          types of Awards; to determine the terms and conditions of such Awards in
          a
          manner consistent with the Plan; to construe and interpret the Plan and
          any
          agreement or instrument entered into under the Plan; to establish, amend,
          or
          waive rules and regulations for the Plan's administration; and (subject
          to the
          provisions of Article 10 herein) to amend the terms and conditions of any
          outstanding Award to the extent such terms and conditions are within the
          discretion of the Committee as provided in the Plan. Further, the Committee
          shall make all other determinations which may be necessary or advisable
          for the
          administration of the Plan.

        


        No
          Award
          may be made under the Plan after December 31, 2014.

        


        All
          determinations and decisions made by the Committee pursuant to the provisions
          of
          the Plan and all related orders or resolutions of the Board shall be final,
          conclusive, and binding on all persons, including the Company, its stockholders,
          Eligible Persons, Participants, and their estates and
          beneficiaries.

        


        Subject
          to the terms of this Plan, the Committee is authorized, and shall not be
          limited
          in its discretion, to use any of the Performance Criteria specified herein
          in
          its determination of Awards under this Plan.

        


        



        
          
            
            

          

          
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        Article
          4. Shares Subject to the Plan

        


        4.1 
          Number
          of Shares.
          Subject
          to adjustment as provided in Section 4.3 herein, the number of Shares available
          for grant under the Plan shall not exceed five hundred million (500,000,000)
          Shares. The Shares granted under this Plan may be either authorized but
          unissued
          or reacquired Shares. 

        


        Without
          limiting the discretion of the Committee under this section, unless otherwise
          provided by the Committee, the following rules will apply for purposes
          of the
          determination of the number of Shares available for grant under the Plan
          or
          compliance with the foregoing limits:

        


        (a) 
          The grant of Stock, a Stock Option or a Restricted Stock Award shall reduce
          the
          Shares available for grant under the Plan by the number of Shares subject
          to
          such Award. However, to the extent the Participant uses previously owned
          Shares
          to pay the Exercise Price or any taxes, or Shares are withheld to pay taxes,
          these Shares shall be available for regrant under the Plan.

        


        (b) 
          With respect to Performance Shares, the number of Performance Shares granted
          under the Plan shall be deducted from the number of Shares available for
          grant
          under the Plan. The number of Performance Shares which cannot be, or are
          not,
          converted into Shares and distributed to the Participant (after any applicable
          tax withholding) following the end of the Performance Period shall increase
          the
          number of Shares available for regrant under the Plan by an equal
          amount.

        


        4.2 
          Lapsed
          Awards.
          If any
          Award granted under this Plan is canceled, terminates, expires, or lapses
          for
          any reason, Shares subject to such Award shall be again available for the
          grant
          of an Award under the Plan.

        


        4.3 
          Adjustments
          in Authorized Plan Shares.
          In the
          event of any merger, reorganization, consolidation, recapitalization,
          separation, liquidation, Stock dividend, split-up, Share combination, or
          other
          change in the corporate structure of the Company affecting the Shares,
          an
          adjustment shall be made in the number and class of Shares which may be
          delivered under the Plan, and in the number and class of and/or price of
          Shares
          subject to outstanding Awards granted under the Plan, and/or the number
          of
          outstanding Options, Shares of Restricted Stock, and Performance Shares
          constituting outstanding Awards, as may be determined to be appropriate
          and
          equitable by the Committee, in its sole discretion, to prevent dilution
          or
          enlargement of rights.

        


        Article
          5. Stock Grant

        


        
          
            5.1 
              Grant
              of Stock.
              Subject
              to the terms and provisions of the Plan, the Board of Directors, at
              any time and
              from time to time, may grant Shares of Stock to Eligible Persons in
              such amounts
              and upon such terms and conditions as the Board of Directors shall
              determine.


          

        

        


        



        
          
            
            

          

          
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        Article
          6. Stock Options

        


        6.1 
          Grant
          of Options.
          Subject
          to the terms and provisions of the Plan, Options may be granted to Eligible
          Persons at any time and from time to time, and under such terms and conditions,
          as shall be determined by the Committee. The Committee shall have discretion
          in
          determining the number of Shares subject to Options granted to each Eligible
          Person. The Committee may grant ISOs, NQSOs, or a combination thereof.
          ISOs,
          however, may be granted only to Employees and only if this Plan is approved
          by
          the shareholders of the Company within one year after it is adopted by
          the Board
          of Directors.

        


        6.2 
          Form
          of Issuance.
          Each
          Option grant may be issued in the form of an Award Agreement and/or may
          be
          recorded on the books and records of the Company for the account of the
          Participant. If an Option is not issued in the form of an Award Agreement,
          then
          the Option shall be deemed granted as determined by the Committee. The
          terms and
          conditions of an Option shall be set forth in the Award Agreement, in the
          notice
          of the issuance of the grant, or in such other documents as the Committee
          shall
          determine. Such terms and conditions shall include the Exercise Price,
          the
          duration of the Option, the number of Shares to which an Option pertains
          (unless
          otherwise provided by the Committee, each Option may be exercised to purchase
          one Share), and such other provisions as the Committee shall determine,
          including, but not limited to whether the Option is intended to be an ISO
          or a
          NQSO.

        


        6.3 
          Exercise
          Price.
          

        


        (a) 
          Unless a greater Exercise Price is determined by the Committee, the Exercise
          Price for each ISO awarded under this Plan shall be equal to one hundred
          percent
          (100%) of the Fair Market Value of a Share on the date the Option is granted.
          If, however, the Eligible Person owns stock possessing more than ten percent
          (10%) of the total combined voting power of all classes of stock of the
          Company
          or of its parent or subsidiary corporations, then the Exercise Price of
          an ISO
          shall be not less than one hundred ten percent (110%) of the Fair Market
          Value
          of a Share on the date the Option is granted.

        


        (b) 
          The Exercise Price of a NQSO shall be determined by the Committee in its
          sole
          discretion.

        


        6.4 
          Duration
          of Options.
          Each
          Option shall expire at such time as the Committee shall determine at the
          time of
          grant (which duration may be extended by the Committee); provided, however,
          that
          no Option shall be exercisable later than the tenth (10th)
          anniversary date of its grant. If, however, the Eligible Person owns stock
          possessing more than ten percent (10%) of the total combined voting power
          of all
          classes of stock of the Company or of its parent or subsidiary corporations,
          then no Option shall be exercisable later than the fifth (5th)
          anniversary date of its grant.

        


        



        
          
            
            

          

          
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        6.5 
          Vesting
          of Options.
          Options
          shall vest at such times and under such terms and conditions as determined
          by
          the Committee; provided, however, unless a different vesting period is
          provided
          by the Committee at or before the grant of an Option, the Options will
          vest on
          the first anniversary of the grant.

        


        6.6 
          Exercise
          of Options.
          Options
          granted under the Plan shall be exercisable at such times and be subject
          to such
          restrictions and conditions as the Committee shall in each instance approve,
          which need not be the same for each grant or for each Participant.

        


        Options
          shall be exercised by delivery of a written notice (including e-mail and
          telecopies) to the Secretary of the Company (or, if so provided by the
          Company,
          to its designated agent), which notice shall be irrevocable, setting forth
          the
          exact number of Shares with respect to which the Option is being exercised
          and
          including with such notice payment of the Exercise Price. When Options
          have been
          transferred, the Company or its designated agent may require appropriate
          documentation that the person or persons exercising the Option, if other
          than
          the Participant, has the right to exercise the Option. No Option may be
          exercised with respect to a fraction of a Share.

        


        6.7 
          Payment.
          The
          Exercise Price shall be paid in full at the time of exercise. No Shares
          shall be
          issued or transferred until full payment has been received
          therefor.

        


        Payment
          may be made:

        


        (a) 
          in cash, or

        


        (b) 
          unless otherwise provided by the Committee at any time, and subject to
          such
          additional terms and conditions and/or modifications as the Committee or
          the
          Company may impose from time to time, and further subject to suspension
          or
          termination of this provision by the Committee or Company at any time,
          by
          delivery of Shares of Stock owned by the Participant in partial (if in
          partial
          payment, then together with cash) or full payment (if a fractional Share
          remains
          after payment of the Exercise Price in full by previously owned Shares,
          then the
          fractional Share shall be withheld for taxes); provided, however, as a
          condition
          to paying any part of the Exercise Price in Stock, at the time of exercise
          of
          the Option, the Participant must establish to the satisfaction of the Company
          that the Stock tendered to the Company has been held by the Participant
          for a
          minimum of six (6) months preceding the tender; or

        


        If
          payment is made by the delivery of Shares of Stock, the value of the Shares
          delivered shall be equal to the Fair Market Value of the Shares on the
          day
          preceding the date of exercise of the Option.

        


        6.8 
          Termination
          of Employment.
          Unless
          otherwise provided by the Committee, the following limitations on exercise
          of
          Options shall apply upon termination of Employment:

        


        



        
          
            
            

          

          
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        (a) 
          Termination
          by Death or Disability.
          In the
          event the Employment of a Participant shall terminate by reason of death
          or
          Disability, all outstanding Options granted to that Participant shall
          immediately vest as of the date of termination of Employment and may be
          exercised, if at all, no more than three (3) years from the date of the
          termination of Employment, unless the Options, by their terms, expire earlier.
          

        


        (b) 
          Termination for
          Cause.
          If the
          Employment of a Participant shall be terminated by the Company for Cause,
          all
          outstanding Options held by the Participant shall immediately be forfeited
          to
          the Company and no additional exercise period shall be allowed, regardless
          of
          the vested status of the Options.

        


        (c) 
          Retirement
          or Other Termination of Employment.
          If the
          Employment of a Participant shall terminate for any reason other than the
          reasons set forth in (a) or (b) above, all outstanding Options which are
          vested
          as of the effective date of termination of Employment may be exercised,
          if at
          all, no more than thirty (30) days from the date of termination of Employment,
          unless the Options, by their terms, expire earlier. In the event of the
          death of
          the Participant after termination of Employment, this paragraph (c) shall
          still
          apply and not paragraph (a), above.

        


        (d) 
          Options
          not Vested at Termination.
          Except
          as provided in paragraph (a) above, all Options held by the Participant
          which
          are not vested on or before the effective date of termination of Employment
          shall immediately be forfeited to the Company (and shall once again become
          available for grant under the Plan).

        


        (e) 
          Notwithstanding the foregoing, the Committee may, in its sole discretion,
          establish different terms and conditions pertaining to the effect of termination
          of Employment, but no such modification shall shorten the terms of Options
          issued prior to such modification.

        


        6.9 
          Restrictions
          on Exercise and Transfer of Options.
          Unless
          otherwise provided by the Committee:

        


        (a) 
          During the Participant's lifetime, the Participant’s Options shall be
          exercisable only by the Participant or by the Participant’s guardian or legal
          representative. After the death of the Participant, an Option shall only
          be
          exercised by the holder thereof (including, but not limited to, an executor
          or
          administrator of a decedent's estate) or his guardian or legal
          representative.

        


        (b) 
          No Option shall be transferable except: (i) in the case of the Participant,
          only
          upon the Participant’s death; and (ii) in the case of any holder after the
          Participant’s death, only by will or by the laws of descent and
          distribution.

        


        6.10 
          Competition.
          Notwithstanding anything in this Article 6 to the contrary, in the event
          the
          Committee determines, in its sole discretion, that a Participant is engaging
          in
          activity competitive with the Company, any Subsidiary, or any business
          in which
          any of the foregoing have a substantial interest (the “Inseq Businesses”), the
          Committee may cancel any Option granted to such Participant, whether or
          not
          vested, in whole or in part. Such cancellation shall be effective as of
          the date
          specified by the Committee. Competitive activity shall mean any business
          or
          activity if a substantially similar business activity is being carried
          on by an
          Inseq Business, including, but not limited to, representing or providing
          consulting services to any person or entity that is engaged in competition
          with
          a Inseq Business or that takes a position adverse to a Inseq Business.
          However,
          competitive activity shall not include, among other things, owning a
          nonsubstantial interest as a shareholder in a competing business.

        


        



        
          
            
            

          

          
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        Article
          7. Restricted Stock

        


        7.1  
          Grant
          of Restricted Stock.
          Subject
          to the terms and provisions of the Plan, the Committee, at any time and
          from
          time to time, may grant Shares of Restricted Stock to Eligible Persons
          in such
          amounts and upon such terms and conditions as the Committee shall determine.
          In
          addition to any other terms and conditions imposed by the Committee, vesting
          of
          Restricted Stock may be conditioned upon the attainment of Performance
          Goals
          based on Performance Criteria in the same manner as provided in Section
          8.3,
          herein with respect to Performance Shares. 

        


        7.2  
          Restricted
          Stock Agreement.
          The
          Committee may require, as a condition to an Award, that a recipient of
          a
          Restricted Stock Award enter into a Restricted Stock Award Agreement, setting
          forth the terms and conditions of the Award. In lieu of a Restricted Stock
          Award
          Agreement, the Committee may provide the terms and conditions of an Award
          in a
          notice to the Participant of the Award, on the Stock certificate representing
          the Restricted Stock, in the resolution approving the Award, or in such
          other
          manner as it deems appropriate.

        


        7.3 
          Transferability.
          Except
          as otherwise provided in this Article 7, the Shares of Restricted Stock
          granted
          herein may not be sold, transferred, pledged, assigned, or otherwise alienated
          or hypothecated until the end of the applicable Restriction Period established
          by the Committee, if any.

        


        7.4 
          Other
          Restrictions.
          The
          Committee may impose such other conditions and/or restrictions on any Shares
          of
          Restricted Stock granted pursuant to the Plan as it may deem advisable
          including, without limitation, a requirement that Participants pay a stipulated
          purchase price for each Share of Restricted Stock and/or restrictions under
          applicable Federal or state securities laws; and may legend the certificates
          representing Restricted Stock to give appropriate notice of such
          restrictions.

        


        The
          Company shall also have the right to retain the certificates representing
          Shares
          of Restricted Stock in the Company's possession until such time as all
          conditions and/or restrictions applicable to such Shares have been
          satisfied.

        


        7.5 
          Removal
          of Restrictions.
          Except
          as otherwise provided in this Article 7, Shares of Restricted Stock covered
          by
          each Restricted Stock grant made under the Plan shall become freely transferable
          by the Participant after the last day of the Restriction Period and completion
          of all conditions to vesting, if any. However, unless otherwise provided
          by the
          Committee, the Committee, in its sole discretion, shall have the right
          to
          immediately waive all or part of the restrictions and conditions with regard
          to
          all or part of the Shares held by any Participant at any time.

        



        
          
            
            

          

          
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        7.6 
          Voting
          Rights, Dividends and Other Distributions.
          During
          the Restriction Period, Participants holding Shares of Restricted Stock
          granted
          hereunder may exercise full voting rights and shall receive all regular
          cash
          dividends paid with respect to such Shares. Except as provided in the following
          sentence, in the sole discretion of the Committee, other cash dividends
          and
          other distributions paid to Participants with respect to Shares of Restricted
          Stock may be subject to the same restrictions and conditions as the Shares
          of
          Restricted Stock with respect to which they were paid. If any such dividends
          or
          distributions are paid in Shares, the Shares shall be subject to the same
          restrictions and conditions as the Shares of Restricted Stock with respect
          to
          which they were paid.

        


        7.7 
          Termination
          of Employment Due to Death or Disability.
          In the
          event the Employment of a Participant shall terminate by reason of death
          or
          Disability, unless otherwise provided by the Committee prior to or at the
          time
          of the Award, all Restriction Periods and all restrictions imposed on
          outstanding Shares of Restricted Stock held by the Participant shall immediately
          lapse and the Restricted Stock shall immediately become fully vested as
          of the
          date of termination of Employment.

        


        7.8 
          Termination
          of Employment for Other Reasons.
          If the
          Employment of a Participant shall terminate for any reason other than those
          specifically set forth in Section 7.7 herein, all Shares of Restricted
          Stock
          held by the Participant which are not vested as of the effective date of
          termination of Employment immediately shall be forfeited and returned to
          the
          Company.

        


        Article
          8. Performance Shares

        


        8.1 
          Grants
          of Performance Shares.
          A
          Performance Share is equivalent in value to a Share of Stock. Subject to
          the
          terms of the Plan, Performance Shares may be granted to Eligible Persons
          at any
          time and from time to time, as determined by the Committee. The Committee
          shall
          have complete discretion in determining the number of Performance Shares
          awarded
          to each Participant.

        


        8.2 
          Performance
          Period.
          The
          Performance Period for Performance Shares is the period over which the
          Performance Goals are measured. The Performance Period is set by the Committee
          for each Award; however, in no event shall an Award have a Performance
          Period of
          less than six months.

        


        8.3 
          Performance
          Goals.
          For
          each Award of Performance Shares, the Committee shall establish performance
          objectives (“Performance Goals”) for the Company, its Subsidiaries, and/or
          divisions of any of foregoing, based on the Performance Criteria and other
          factors set forth below. Performance Goals shall include payout tables,
          formulas
          or other standards to be used in determining the extent to which the Performance
          Goals are met, and, if met, the number of Performance Shares distributed
          to
          Participants in accordance with Section 8.5. All Performance Shares which
          may
          not be converted under the Performance Goals or which are reduced by the
          Committee under Section 8.5 or which may not be converted for any other
          reason
          after the end of the Performance Period shall be canceled at the time they
          would
          otherwise be distributable. When the Committee desires an Award to qualify
          under
          Section 162(m) of the Code, as amended, the Committee shall establish the
          Performance Goals for the respective Performance Shares prior to or within
          90
          days of the beginning of the service relating to such Performance Goal,
          and not
          later than after 25% of such period of service has elapsed. For all other
          Awards, the Performance Goals must be established before the end of the
          respective Performance Period.

        


        



        
          
            
            

          

          
            10

            
              

            

          

          
            
            

          

        

         

        


        (a) 
          The Performance Criteria which the Committee is authorized to use, in its
          sole
          discretion, are any of the following criteria or any combination
          thereof:

        


        
          	 	
                  (1)
                    

                	
                  Financial
                    performance of the Company (on a consolidated basis), of one
                    or more of
                    its Subsidiaries, and/or a division of any of the foregoing.
                    Such
                    financial performance may be based on net income and/or Value
                    Added
                    (after-tax cash operating profit less depreciation and less a
                    capital
                    charge).

                


        

        


        
          	 	
                  (2)

                	
                  Service
                    performance of the Company (on a consolidated basis), of one
                    or more of
                    its Subsidiaries, and/or of a division of any of the foregoing.
                    Such
                    service performance may be based upon measured customer perceptions
                    of
                    service quality.

                


        

        


        
          	 	
                  (3)

                	
                  The
                    Company’s Stock price; return on shareholders' equity; total shareholder
                    return (Stock price appreciation plus dividends, assuming the
                    reinvestment
                    of dividends); and/or earnings per
                    share.

                


        

        


        
          	 	
                  (4)

                	
                  With
                    respect to the Company (on a consolidated basis), to one or more
                    of its
                    Subsidiaries, and/or to a division of any of the foregoing: sales,
                    costs,
                    market share of a product or service, return on net assets, return
                    on
                    assets, return on capital, profit margin, and/or operating revenues,
                    expenses or earnings.

                


        

        


        
          	 	
                  (5)

                	
                  Completion
                    of a marketing or development project as defined in the Award
                    Agreement.

                


        

        


        (b) 
          Except to the extent otherwise provided by the Committee in full or in
          part, if
          any of the following events occur during a Performance Period and would
          directly
          affect the determination of whether or the extent to which Performance
          Goals are
          met, they shall be disregarded in any such computation: changes in accounting
          principles; extraordinary items; changes in tax laws affecting net income
          and/or
          Value Added; natural disasters, including floods, hurricanes, and earthquakes;
          and intentionally inflicted damage to property which directly or indirectly
          damages the property of the Company or its Subsidiaries. No such adjustment
          shall be made to the extent such adjustment would cause the Performance
          Shares
          to fail to satisfy the performance-based exemption of Section 162(m) of
          the
          Code.

        


        8.4 
          Dividend
          Equivalents on Performance Shares.
          Unless
          reduced or eliminated by the Committee, a cash payment in an amount equal
          to the
          dividend payable on one Share will be made to each Participant for each
          Performance Share which on the record date for the dividend had been awarded
          to
          the Participant and not converted, distributed or canceled.

        


        



        
          
            
            

          

          
            11

            
              

            

          

          
            
            

          

        

         

        


        8.5 
          Form
          and Timing of Payment of Performance Shares.
          As soon
          as practicable after the applicable Performance Period has ended and all
          other
          conditions (other than Committee actions) to conversion and distribution
          of a
          Performance Share Award have been satisfied (or, if applicable, at such
          other
          time determined by the Committee at or before the establishment of the
          Performance Goals for such Performance Period), the Committee shall determine
          whether and the extent to which the Performance Goals were met for the
          applicable Performance Shares. If Performance Goals have been met, then
          the
          number of Performance Shares to be converted into Stock and distributed
          to the
          Participants shall be determined in accordance with the Performance Goals
          for
          such Awards, subject to any limits imposed by the Committee. Conversion
          of
          Performance Shares shall occur as soon as reasonably administratively possible
          following the determination of the number of Shares to which the Participant
          is
          entitled. At any time prior to the distribution of the Performance Shares,
          unless otherwise provided by the Committee, the Committee shall have the
          authority to reduce or eliminate the number of Performance Shares to be
          converted .

        


        8.6 
          Termination
          of Employment Due to Death or Disability.
          Unless
          otherwise provided by the Committee prior to or at the time of an Award,
          if the
          Employment of a Participant shall terminate by reason of death or Disability,
          the Participant shall receive a distribution of all outstanding Performance
          Shares calculated as if all unfinished Performance Periods had ended with
          100%
          of the Performance Goals achieved, payable in the year following the date
          of
          termination of Employment. 

        


        8.7 
          Termination
          of Employment for Other Reasons.
          If the
          Employment of a Participant shall terminate for other than a reason set
          forth in
          Section 8.6 (and other than for Cause), the number of Performance Shares
          to be
          converted and distributed shall be converted and distributed based upon
          the
          achievement of the Performance Goals and in accordance with all other terms
          of
          the Award and the Plan; however, the Participant may receive no more than
          a
          prorated

        payout
          of
          all Performance Shares, based on the portions of the respective Performance
          Periods that have been completed.

        


        8.8 
          Termination
          of Employment for Cause.
          In the
          event that a Participant’s Employment shall be terminated by the Company for
          Cause, all Performance Shares shall be forfeited by the Participant to
          the
          Company.

        


        8.9 
          Nontransferability.
          Performance Shares may not be sold, transferred, pledged, assigned, or
          otherwise
          alienated or hypothecated, other than by will or laws of intestacy.

        


        Article
          9. Employee Matters

        


        9.1 
          Employment
          Not Guaranteed.
          Nothing
          in the Plan shall interfere with or limit in any way the right of the Company
          or
          any Subsidiary to terminate any Participant's Employment at any time, nor
          confer
          upon any Participant any right to continue in the employ of the Company
          or one
          of its Subsidiaries.

        



        
          
            
            

          

          
            12

            
              

            

          

          
            
            

          

        

        
 

        9.2 
          Participation.
          No
          Eligible Person shall have the right to be selected to receive an Award
          under
          this Plan, or, having been so selected, to be selected to receive a future
          Award.

        


        9.3 
          Claims
          and Appeals.
          Any
          claim under the Plan by a Participant or anyone claiming through a Participant
          shall be presented to the Committee. Any person whose claim under the Plan
          has
          been denied may, within sixty (60) days after receipt of notice of denial,
          submit to the Committee a written request for review of the decision denying
          the
          claim. The Committee shall determine conclusively for all parties all questions
          arising in the administration of the Plan.

        


        Article
          10. Amendment, Modification, and Termination

        


        10.1 
          Amendment,
          Modification, and Termination.
          The
          Board of Directors alone shall have the right to alter, amend or revoke
          the Plan
          or any part thereof at any time and from time to time, provided, however,
          that
          the Board of Directors may not, without the approval of the holders of
          a
          majority of the voting Shares, make any alteration or amendment to the
          Plan
          which changes the aggregate number of shares of Common Stock which may
          be issued
          under the Plan, extend the term of the Plan, or change the employees or
          class of
          employees eligible to receive Awards thereunder. The Board may at any time
          suspend or terminate the Plan in whole or in part. 

        


        10.2 
          Awards
          Previously Granted.
          No
          termination, amendment, or modification of the Plan shall adversely affect
          in
          any material way any Award previously granted under the Plan, without the
          written consent of the Participant holding such Award.

        


        Article
          11. Change in Control

        


        Upon
          the
          occurrence of a Change in Control:

        


        (a) 
          Any and all Options granted hereunder immediately shall become vested and
          exercisable;

        


        (b) 
          Any Restriction Periods and all restrictions imposed on Restricted Shares
          shall
          lapse and they shall immediately become fully vested;

        


        (c) 
          The 100% Performance Goal for all Performance Shares relating to incomplete
          Performance Periods shall be deemed to have been fully achieved and shall
          be
          converted and distributed in accordance with all other terms of the Award
          and
          this Plan; provided, however,

        notwithstanding
          anything to the contrary in this Plan, no outstanding Performance Share
          may be
          reduced.

        


        Article
          12. Withholding

        


        12.1 
          Tax
          Withholding.
          The
          Company shall deduct or withhold an amount sufficient to satisfy Federal,
          state,
          and local taxes (including the Participant's employment tax obligations)
          required by law to be withheld with respect to any taxable event arising
          or as a
          result of this Plan (“Withholding Taxes”).

        


        



        
          
            
            

          

          
            13

            
              

            

          

          
            
            

          

        

        
 

        12.2 
          Share
          Withholding.
          With
          respect to withholding required upon the exercise of Options, upon the
          lapse of
          restrictions on Restricted Stock, upon the distribution of Performance
          Shares in
          the form of Stock, or upon any other taxable event hereunder involving
          the
          transfer of Stock to a Participant, the Company shall withhold Stock having
          a
          Fair Market Value on the date the tax is to be determined in an amount
          equal to
          the Withholding Taxes on such Stock. Any fractional Share remaining after
          the
          withholding shall be withheld as additional Federal withholding.

        


        Prior
          to
          the end of any Performance Period a Participant may elect to have a greater
          amount of Stock withheld from the distribution of Performance Shares to
          pay
          withholding taxes; provided, however, the Committee may prohibit or limit
          any
          individual election or all such elections at any time. 

        


        12.3 
          Payment
          In Lieu of Share Withholding.
          In any
          situation in which the Company would be required to withhold Stock pursuant
          to
§12.2 above, the Participant may, in lieu of all or part of such withholding,
          remit to the Company an amount in cash sufficient to satisfy the federal,
          state
          and local withholding tax requirements or may direct the Company to withhold
          from other amounts payable to the Participant, including salary. 

        


        Article
          13. Successors

        


        All
          obligations of the Company under the Plan, with respect to Awards granted
          hereunder, shall be binding on any successor to the Company, whether the
          existence of such successor is the result of a direct or indirect purchase,
          merger, consolidation, or otherwise, of all or substantially all of the
          business
          and/or assets of the Company.

        


        Article
          14. Legal Construction

        


        14.1 
          Severability.
          In the
          event any provision of the Plan shall be held illegal or invalid for any
          reason,
          the illegality or invalidity shall not affect the remaining parts of the
          Plan,
          and the Plan shall be construed and enforced as if the illegal or invalid
          provision had not been included.

        


        14.2 
          Requirements
          of Law.
          The
          granting of Awards and the issuance of Shares under the Plan shall be subject
          to
          all applicable laws, rules, and regulations, and to such approvals by any
          governmental agencies or national securities exchanges as may be
          required.

        


        14.3 
          Securities
          Law Compliance.
          With
          respect to Insiders, transactions under this Plan are intended to comply
          with
          all applicable conditions of Rule 16b-3 or its successors under the Exchange
          Act. To the extent any provision of the plan or action by the Committee
          fails to
          comply with a condition of Rule 16b-3 or its successors, it shall not apply
          to
          the Insiders or transactions thereby.

        


        14.4 
          Governing
          Law.
          To the
          extent not preempted by Federal law, the Plan, and all agreements hereunder,
          shall be construed in accordance with and governed by the laws of the State
          of
          Delaware.

         

        
 

        
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            *

           

           

        

        14