ICARDIA
      HEALTHCARE CORPORATION

    


    LONG-TERM
      INCENTIVE PLAN

     

    
      
        Exhibit
          10.3

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    TABLE
      OF CONTENTS

    


    
      	
              PURPOSE

            	
              1

            
	 	 
	
              DEFINITIONS

            	
              1

            
	 	 
	
              Affiliate

            	
              1

            
	 	 
	
              Award

            	
              2

            
	 	 
	
              Award
                Agreement

            	
              2

            
	 	 
	
              Board

            	
              2

            
	 	 
	
              Cash
                Award

            	
              2

            
	 	 
	
              Code

            	
              2

            
	 	 
	
              Committee

            	
              2

            
	 	 
	
              Common
                Stock

            	
              2

            
	 	 
	
              Company

            	
              2

            
	 	 
	
              Disability
                or Disabled

            	
              3

            
	 	 
	
              Dividend
                Equivalent

            	
              3

            
	
               

            	 
	
              Eligible
                Employee

            	
              3

            
	 	 
	
              Exchange
                Act

            	
              3

            
	 	 
	
              Fair
                Market Value

            	
              3

            
	 	 
	
              Incentive
                Option

            	
              3

            
	 	 
	
              Key
                Non-Employee

            	
              3

            
	 	 
	
              Non-Employee
                Board Member

            	
              3

            
	 	 
	
              Nonstatutory
                Option

            	
              4

            
	 	 
	
              Option

            	
              4

            
	 	 
	
              Other
                Stock-Based Award

            	
              4

            
	 	 
	
              Participant

            	
              4

            


    

     

    
      
        Exhibit
          10.3

        
        

      

      
        i

        
          

        

      

      
        
        

      

    

     

    
      	
              Performance
                Award

            	
              4

            
	
               

            	 
	
              Plan

            	
              4

            
	 	 
	
              Restricted
                Stock

            	
              4

            
	 	 
	
              Right

            	
              4

            
	 	 
	
              Shares

            	
              4

            
	 	 
	
              SHARES
                SUBJECT TO THE PLAN

            	
              4

            
	 	 
	
              ADMINISTRATION
                OF THE PLAN

            	
              5

            
	 	 
	
              ELIGIBILITY
                FOR PARTICIPATION

            	
              7

            
	 	 
	
              AWARDS
                UNDER THIS PLAN

            	
              7

            
	 	 
	
              Incentive
                Option

            	
              7

            
	 	 
	
              Nonstatutory
                Option

            	
              8

            
	 	 
	
              Restricted
                Stock

            	
              8

            
	 	 
	
              Stock
                Appreciation Right

            	
              8

            
	 	 
	
              Dividend
                Equivalents

            	
              8

            
	 	 
	
              Other
                Stock-Based Awards

            	
              8

            
	 	 
	
              Performance
                Awards

            	
              8

            
	 	 
	
              Cash
                Awards

            	
              8

            
	 	 
	
              TERMS
                AND CONDITIONS OF INCENTIVE OPTIONS AND NONSTATUTORY

            	 
	
              OPTIONS

            	
              9

            
	 	 
	
              Option
                Price

            	
              9

            
	
               

            	 
	
              Number
                of Shares

            	
              9

            
	 	 
	
              Term
                of Option

            	
              9

            
	 	 
	
              Date
                of Exercise

            	
              9

            
	 	 
	
              Medium
                of Payment

            	
              10

            


    

     

    
      
        Exhibit
          10.3

        
        

      

      
        ii

        
          

        

      

      
        
        

      

    

     

    
      	
              Termination
                of Employment

            	
              10

            
	
               

            	 
	
              Total
                and Permanent Disability

            	
              11

            
	 	 
	
              Death

            	
              12

            
	 	 
	
              Exercise
                of Option and Issuance of Stock

            	
              12

            
	 	 
	
              Rights
                as a Stockholder

            	
              13

            
	 	 
	
              Assignability
                and Transferability of Option

            	
              13

            
	 	 
	
              Other
                Provisions

            	
              13

            
	 	 
	
              Purchase
                for Investment

            	
              14

            
	 	 
	
              TERMS
                AND CONDITIONS OF RESTRICTED STOCK

            	
              14

            
	 	 
	
              TERMS
                AND CONDITIONS OF STOCK APPRECIATION RIGHTS

            	
              16

            
	 	 
	
              TERMS
                AND CONDITIONS OF DIVIDEND EQUIVALENTS

            	
              16

            
	 	 
	
              TERMS
                AND CONDITIONS OF OTHER STOCK-BASED AWARDS

            	
              17

            
	 	 
	
              TERMS
                AND CONDITIONS OF PERFORMANCE AWARDS

            	
              17

            
	 	 
	
              TERMS
                AND CONDITIONS OF CASH AWARDS

            	
              19

            
	 	 
	
              TERMINATION
                OF EMPLOYMENT OR SERVICE

            	
              19

            
	 	 
	
              Retirement
                under a Company or Affiliate Retirement Plan

            	
              19

            
	 	 
	
              Termination
                in the Best Interests of the Company or an Affiliate

            	
              19

            
	 	 
	
              Death
                or Disability of a Participant

            	
              20

            
	 	 
	
              CANCELLATION
                AND RESCISSION OF AWARDS

            	
              20

            
	 	 
	
              PAYMENT
                OF RESTRICTED STOCK, RIGHTS, OTHER STOCK-BASED

            	 
	
              AWARDS,
                PERFORMANCE AWARDS AND CASH AWARDS

            	
              22

            
	 	 
	
              WITHHOLDING

            	
              22

            
	 	 
	
              SAVINGS
                CLAUSE

            	
              22

            


    

     

    
      
        Exhibit
          10.3

        
        

      

      
        iii

        
          

        

      

      
        
        

      

    

     

    
      	
              ADJUSTMENTS
                UPON CHANGES IN CAPITALIZATION; CORPORATE

            	 
	
              TRANSACTIONS

            	
              23

            
	 	 
	
              DISSOLUTION
                OR LIQUIDATION OF THE COMPANY

            	
              24

            
	 	 
	
              TERMINATION
                OF THE PLAN

            	
              24

            
	 	 
	
              AMENDMENT
                OF THE PLAN

            	
              24

            
	 	 
	
              EMPLOYMENT
                RELATIONSHIP

            	
              24

            
	 	 
	
              INDEMNIFICATION
                OF COMMITTEE

            	
              25

            
	 	 
	
              UNFUNDED
                PLAN

            	
              25

            
	 	 
	
              MITIGATION
                OF EXCISE TAX

            	
              25

            
	 	 
	
              EFFECTIVE
                DATE

            	
              26

            
	 	 
	
              INFORMATION

            	
              26

            
	 	 
	
              FOREIGN
                JURISDICTIONS

            	
              26

            
	 	 
	
              DEFERRAL
                OF AWARDS

            	
              26

            
	 	 
	
              GOVERNING
                LAW

            	
              27

            


    

     

    
      
        Exhibit
          10.3

        
        

      

      
        iv

        
          

        

      

      
        
        

      

    



    ICARDIA
      HEALTHCARE CORPORATION

    LONG-TERM
      INCENTIVE PLAN

    


    


    
      	
              I.

            	
              PURPOSE

            


    

    


    The
      iCardia Healthcare Corporation Long-Term Incentive Plan is adopted effective
      November 15, 2004. The Plan is designed to attract, retain and motivate
      selected Eligible Employees and Key Non-Employees of the Company and its
      Affiliates, and reward them for making major contributions to the success of
      the
      Company and its Affiliates. These objectives are accomplished by making
      long-term incentive awards under the Plan that will offer Participants an
      opportunity to have a greater proprietary interest in, and closer identity
      with,
      the Company and its Affiliates and their financial success.

    


    The
      Awards may consist of:

    


    
      	 	
              1.

            	
              Incentive
                Options;

            


    

    


    
      	 	
              2.

            	
              Nonstatutory
                Options;

            


    

    


    
      	 	
              3.

            	
              Restricted
                Stock;

            


    

    


    
      	 	
              4.

            	
              Rights;

            


    

    


    
      	 	
              5.

            	
              Dividend
                Equivalents;

            


    

    


    
      	 	
              6.

            	
              Other
                Stock-Based Awards;

            


    

     

    
      	 	
              7.

            	
              Performance
                Awards; or

            


    

    


    
      	 	
              8.

            	
              Cash
                Awards;

            


    

    


    or
      any
      combination of the foregoing, as the Committee may determine.

    


    The
      Plan
      is intended to qualify certain compensation awarded under the Plan for tax
      deductibility under Section 162(m) of the Code to the extent deemed appropriate
      by the Committee. The Plan and the grant of Awards hereunder are expressly
      conditioned upon the Plan's approval by the stockholders of the Company. If
      such
      approval is not obtained, then this Plan and all Awards hereunder shall be
      null
      and void ab initio.

    


    
      	
              II.

            	
              DEFINITIONS

            


    

    


    A. Affiliate
      means
      any individual, corporation, partnership, association, limited liability
      company, joint-stock company, trust, unincorporated association or other entity
      (other than the Company) that, for purposes of Section 424 of the Code, is
      a
      parent or subsidiary of the Company, direct or indirect.

     

    
      
        Exhibit
          10.3

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    B. Award
      means
      the grant to any Eligible Employee or Key Non-Employee of any form of Option,
      Restricted Stock, Right, Dividend Equivalent, Other Stock-Based Award,
      Performance Award, or Cash Award, whether granted singly, in combination, or
      in
      tandem, and pursuant to such terms, conditions, and limitations as the Committee
      may establish in order to fulfill the objectives of the Plan.

    


    C. Award
      Agreement
      means a
      written agreement entered into between the Company and a Participant under
      which
      an Award is granted and which sets forth the terms, conditions, and limitations
      applicable to the Award.

    


    D. Board
      means
      the
      Board of Directors of the Company.

    


    E. Cash
      Award
      means an
      Award of cash, subject to the requirements of Article XIII and such other
      restrictions as the Committee deems appropriate or desirable.

    


    F. Code
      means
      the
      Internal Revenue Code of 1986, as amended from time to time, or any successor
      statute thereto. References to any provision of the Code shall be deemed to
      include regulations thereunder and successor provisions and regulations
      thereto.

    


    G. Committee
      means
      the
      committee to which the Board delegates the power to act under or pursuant to
      the
      provisions of the Plan, or the Board if no committee is selected. If the Board
      delegates powers to a committee, and if the Company is or becomes subject to
      Section 16 of the Exchange Act, then, if necessary for compliance therewith,
      such committee shall consist initially of not less than two (2) members of
      the
      Board, each member of which must be a "non-employee director," within the
      meaning of the applicable rules promulgated pursuant to the Exchange Act. If
      the
      Company is or becomes subject to Section 16 of the Exchange Act, no member
      of the Committee shall receive any Award pursuant to the Plan or any similar
      plan of the Company or any Affiliate while serving on the Committee, unless
      the
      Board determines that the grant of such an Award satisfies the then current
      Rule 16b-3 requirements under the Exchange Act. Notwithstanding anything
      herein to the contrary, and insofar as the Board determines that it is desirable
      in order for compensation recognized by Participants pursuant to the Plan to
      be
      fully deductible to the Company for federal income tax purposes, each member
      of
      the Committee also shall be an "outside director" (as defined in regulations
      or
      other guidance issued by the Internal Revenue Service under Code Section
      162(m)).

    


    H. Common
      Stock
      means
      the common stock of the Company.

    


    I. Company
      means
      iCardia Healthcare Corporation, a Delaware corporation, and includes any
      successor or assignee corporation or corporations into which the Company may
      be
      merged, changed, or consolidated; any corporation for whose securities the
      securities of the Company shall be exchanged; and any assignee of or successor
      to substantially all of the assets of the Company.

     

    
      
        Exhibit
          10.3

        
        

      

      
        2

        
          

        

      

      
        
        

      

    

    


    J. Disability
      or Disabled
      means a
      permanent and total disability as defined in Section 22(e)(3) of the
      Code.

    


    K. Dividend
      Equivalent
      means an
      Award subject to the requirements of Article XI.

    


    L. Eligible
      Employee
      means an
      employee of the Company or of an Affiliate who is designated by the Committee
      as
      being eligible to be granted one or more Awards under the Plan.

    


    M. Exchange
      Act
      means
      the Securities Exchange Act of 1934, as amended from time to time, or any
      successor statute thereto. References to any provision of the Exchange Act
      shall
      be deemed to include rules promulgated thereunder and successor provisions
      and
      rules thereto.

    


    N. Fair
      Market Value
      means,
      if the Shares are listed on any national securities exchange, the closing sales
      price, if any, on the largest such exchange on the valuation date, or, if none,
      on the most recent trade date immediately prior to the valuation date provided
      such trade date is no more than thirty (30) days prior to the valuation date.
      If
      the Shares are not then listed on any such exchange, the fair market value
      of
      such Shares shall be the closing sales price if such is reported, or otherwise
      the mean between the closing "Bid" and the closing "Ask" prices, if any, as
      reported in the National Association of Securities Dealers Automated Quotation
      System ("NASDAQ") for the valuation date, or if none, on the most recent trade
      date immediately prior to the valuation date provided such trade date is no
      more
      than thirty (30) days prior to the valuation date. If the Shares are not then
      either listed on any such exchange or quoted in NASDAQ, or there has been no
      trade date within such thirty (30) day period, the fair market value shall
      be
      the mean between the average of the "Bid" and the average of the "Ask" prices,
      if any, as reported in the National Daily Quotation System for the valuation
      date, or, if none, for the most recent trade date immediately prior to the
      valuation date provided such trade date is no more than thirty (30) days prior
      to the valuation date. If the fair market value cannot be determined under
      the
      preceding three sentences, it shall be determined in good faith by the
      Committee.

    


    O. Incentive
      Option
      means an
      Option that, when granted, is intended to be an "incentive stock option," as
      defined in Section 422 of the Code.

    


    P. Key
      Non-Employee
      means a
      Non-Employee Board Member, consultant, advisor or independent contractor of
      the
      Company or of an Affiliate who is designated by the Committee as being eligible
      to be granted one or more Awards under the Plan.

    


    Q. Non-Employee
      Board Member means
      a
      director of the Company who is not an employee of the Company or any of its
      Affiliates. For purposes of the Plan, a Non-Employee Board Member shall be
      deemed to include the employer or other designee of such Non-Employee Board
      Member, if the Non-Employee Board Member is required, as a condition of his
      or
      her employment, to provide that any Award granted hereunder be made to the
      employer or other designee.

     

    
      
        Exhibit
          10.3

        
        

      

      
        3

        
          

        

      

      
        
        

      

    

    


    R. Nonstatutory
      Option
      means an
      Option that, when granted, is not intended to be an "incentive stock option,"
      as
      defined in Section 422 of the Code, or that subsequently fails to comply
      with the requirements of Section 422 of the Code.

    


    S. Option
      means a
      right or option to purchase Common Stock, including Restricted Stock if the
      Committee so determines. 

    


    T. Other
      Stock-Based Award means
      a
      grant or sale of Common Stock that is valued in whole or in part based upon
      the
      Fair Market Value of Common Stock.

    


    U. Participant
      means an
      Eligible Employee or Key Non-Employee to whom one or more Awards are granted
      under the Plan.

    


    V. Performance
      Award
      means an
      Award subject to the requirements of Article XIII, and such performance
      conditions as the Committee deems appropriate or desirable.

    


    W. Plan
      means
      the iCardia Healthcare Corporation Long-Term Incentive Plan, as amended from
      time to time.

    


    X. Restricted
      Stock
      means an
      Award made in Common Stock or denominated in units of Common Stock and delivered
      under the Plan, subject to the requirements of Article VIII, such other
      restrictions as the Committee deems appropriate or desirable, and as awarded
      in
      accordance with the terms of the Plan.

    


    Y. Right
      means a
      stock appreciation right delivered under the Plan, subject to the requirements
      of Article X and as awarded in accordance with the terms of the
      Plan.

    


    Z. Shares
      means
      the following shares of the capital stock of the Company as to which Options
      or
      Restricted Stock have been or may be granted under the Plan and upon which
      Rights, units of Restricted Stock or Other Stock-Based Awards may be based:
      treasury or authorized but unissued Common Stock, $.001 par value, of the
      Company, or any shares of capital stock into which the Shares are changed or
      for
      which they are exchanged within the provisions of Article XX of the
      Plan.

    


    III. SHARES
      SUBJECT TO THE PLAN

    


    The
      aggregate number of Shares as to which Awards may be granted from time to time
      shall be Five Million Four Hundred Thousand (5,400,000) Shares (subject to
      adjustment for stock splits, stock dividends, and other adjustments described
      in
      Article XX hereof); provided, however, that the number of Shares available
      for
      issuance under the Plan shall automatically increase on the first trading day
      of
      each calendar during the term of the Plan by an amount equal to ten percent
      (10%) of the increase, if any, in the number of shares of the capital stock
      outstanding on the last trading day of December of the immediately preceding
      calendar year less the number of shares of the capital stock of the Company
      outstanding on January 1 of the preceding calendar year. The
      aggregate number of Shares as to which Incentive Options may be granted from
      time to time shall be Five Million Four Hundred Thousand (5,400,000) Shares
      (subject to adjustment for stock splits, stock dividends and other adjustments
      described in Article VI hereof).
      No
      Incentive Options may be granted on the basis of the additional Shares resulting
      from such annual increases.

     

    
      
        Exhibit
          10.3

        
        

      

      
        4

        
          

        

      

      
        
        

      

    

    


    In
      accordance with Code Section 162(m), if applicable, the aggregate number of
      Shares as to which Awards may be granted in any one calendar year to any one
      Eligible Employee shall not exceed Two Million (2,000,000) Shares (subject
      to
      adjustment for stock splits, stock dividends, and other adjustments described
      in
      Article XX hereof). Notwithstanding the foregoing, the aggregate number of
      Shares issuable upon exercise of all outstanding Awards shall not exceed a
      number of Shares which is equal to thirty percent (30%) of the then outstanding
      shares of the Company, as calculated in accordance with the conditions and
      exclusions of California Corporate Securities Rule 260.140.45, unless a
      percentage higher than thirty percent (30%) is approved by at least two-thirds
      (2/3) of the outstanding Shares entitled to vote. 

    


    From
      time
      to time, the Committee and/or appropriate officers of the Company shall take
      whatever actions are necessary to file required documents with governmental
      authorities and/or stock exchanges so as to make Shares available for issuance
      pursuant to the Plan. Shares subject to Awards that are forfeited, terminated,
      expire unexercised, canceled by agreement of the Company and the Participant
      (whether for the purpose of repricing such Awards or otherwise), settled in
      cash
      in lieu of Common Stock or in such manner that all or some of the Shares covered
      by such Awards are not issued to a Participant (or, if issued to the
      Participant, are returned to the Company by the Participant pursuant to a right
      of repurchase or right of first refusal exercised by the Company), or are
      exchanged for Awards that do not involve Common Stock, shall immediately become
      available for Awards. In addition, if the exercise price of any Award is
      satisfied by tendering Shares to the Company (by actual delivery or
      attestation), only the number of Shares issued net of the Shares tendered shall
      be deemed delivered for purposes of determining the maximum number of Shares
      available for Awards. Awards payable in cash shall not reduce the number of
      Shares available for Awards under the Plan.

    


    
      	
              IV.

            	
              ADMINISTRATION
                OF THE PLAN

            


    

    


    The
      Plan
      shall be administered by the Committee. A majority of the Committee shall
      constitute a quorum at any meeting thereof (including by telephone conference)
      and the acts of a majority of the members present, or acts approved in writing
      by a majority of the entire Committee without a meeting, shall be the acts
      of
      the Committee for purposes of this Plan. The Committee may authorize one or
      more
      of its members or an officer of the Company to execute and deliver documents
      on
      behalf of the Committee. A member of the Committee shall not exercise any
      discretion respecting himself or herself under the Plan. The Board shall have
      the authority to remove, replace or fill any vacancy of any member of the
      Committee upon notice to the Committee and the affected member. Any member
      of
      the Committee may resign upon notice to the Board. The Committee may allocate
      among one or more of its members, or may delegate to one or more of its agents,
      such duties and responsibilities as it determines. Subject to the provisions
      of
      the Plan, the Committee is authorized to:

    


    A. Interpret
      the provisions of the Plan and any Award or Award Agreement, and make all rules
      and determinations that it deems necessary or advisable to the administration
      of
      the Plan;

     

    
      
        Exhibit
          10.3

        
        

      

      
        5

        
          

        

      

      
        
        

      

    

    


    B. Determine
      which employees of the Company or an Affiliate shall be designated as Eligible
      Employees and which of the Eligible Employees shall be granted
      Awards;

    


    C. Determine
      the Key Non-Employees to whom Awards, other than Incentive Options and
      Performance Awards for which Key Non-Employees shall not be eligible, shall
      be
      granted;

    


    D. Determine
      whether an Option to be granted shall be an Incentive Option or Nonstatutory
      Option;

    


    E. Determine
      the number of Shares for which an Option, Restricted Stock or Other Stock-Based
      Award shall be granted;

    


    F. Determine
      the number of Rights, the Cash Award or the Performance Award to be
      granted;

    


    G. Provide
      for the acceleration of the right to exercise any Award; and

    


    H. Specify
      the terms, conditions, and limitations upon which Awards may be
      granted;

    


    provided,
      however, that with respect to Incentive Options, all such interpretations,
      rules, determinations, terms, and conditions shall be made and prescribed in
      the
      context of preserving the tax status of the Incentive Options as “incentive
      stock options” within the meaning of Section 422 of the Code.

    


    If
      permitted by applicable law, and in accordance with any such law, the
      Committee may delegate to the chief executive officer and to other senior
      officers of the Company or its Affiliates its duties under the Plan pursuant
      to
      such conditions or limitations as the Committee may establish, except that
      only
      the Committee may select, and grant Awards to, Participants who are subject
      to
      Section 16 of the Exchange Act. All determinations of the Committee shall
      be made by a majority of its members. No member of the Committee shall be liable
      for any action or determination made in good faith with respect to the Plan
      or
      any Award.

    


    The
      Committee shall have the authority at any time to cancel Awards for reasonable
      cause and/or to provide for the conditions and circumstances under which Awards
      shall be forfeited.

    


    Any
      determination made by the Committee pursuant to the provisions of the Plan
      shall
      be made in its sole discretion, and in the case of any determination relating
      to
      an Award, may be made at the time of the grant of the Award or, unless in
      contravention of any express term of the Plan or any Agreement, at any time
      thereafter. All decisions made by the Committee pursuant to the provisions
      of
      the Plan shall be final and binding on all persons, including the Company and
      the Participants. No determination shall be subject to de novo
      review
      if challenged in court.

     

    
      
        Exhibit
          10.3

        
        

      

      
        6

        
          

        

      

      
        
        

      

    

    


    V. ELIGIBILITY
      FOR PARTICIPATION

    


    Awards
      may be granted under this Plan only to Eligible Employees and Key Non-Employees
      of the Company or its Affiliates. The foregoing notwithstanding, each
      Participant receiving an Incentive Option must be an Eligible Employee of the
      Company or of an Affiliate at the time the Incentive Option is
      granted.

    


    The
      Committee may, at any time and from time to time, grant one or more Awards
      to
      one or more Eligible Employees or Key Non-Employees and may designate the number
      of Shares, if applicable, to be subject to each Award so granted, provided,
      however that no Incentive Option shall be granted after the expiration of ten
      (10) years from the earlier of the date of the adoption of the Plan by the
      Company or the approval of the Plan by the stockholders of the Company, and
      provided further, that the Fair Market Value of the Shares (determined at the
      time the Option is granted) as to which Incentive Options are exercisable for
      the first time by any Eligible Employee during any single calendar year (under
      the Plan and under any other incentive stock option plan of the Company or
      an
      Affiliate) shall not exceed One Hundred Thousand Dollars ($100,000). To the
      extent that the Fair Market Value of such Shares exceeds One Hundred Thousand
      Dollars ($100,000), the Shares subject to Option in excess of One Hundred
      Thousand Dollars ($100,000) shall, without further action by the Committee,
      automatically be converted to Nonstatutory Options.

    


    Notwithstanding
      any of the foregoing provisions, (i) the Committee may authorize the grant
      of an Award to a person not then in the employ of, or engaged by, the Company
      or
      of an Affiliate, conditioned upon such person becoming eligible to be granted
      an
      Award at or prior to the execution of the Award Agreement evidencing the actual
      grant of such Award; and (ii) if the Company is not subject to the
      reporting requirements of Section 13 or 15(d) of the Exchange Act, then the
      Committee may not authorize the grant of an Award under this Plan to a person
      who resides in the State of California.

    


    VI. AWARDS
      UNDER THIS PLAN

    


    As
      the
      Committee may determine, the following types of Awards may be granted under
      the
      Plan on a stand-alone, combination, or tandem basis:

    


    A. Incentive
      Option

    


    An
      Award
      in the form of an Option that shall comply with the requirements of
      Section 422 of the Code. Subject to adjustments in accordance with the
      provisions of Article XX, the aggregate number of Shares that may be
      subject to Incentive Options under the Plan shall not exceed Five Million Four
      Hundred Thousand (5,400,000).

     

    
      
        Exhibit
          10.3

        
        

      

      
        7

        
          

        

      

      
        
        

      

    

    


    B. Nonstatutory
      Option

    


    An
      Award
      in the form of an Option that shall not be intended to, or has otherwise failed
      to, comply with the requirements of Section 422 of the Code.

    


    C. Restricted
      Stock

    


    An
      Award
      made to a Participant in Common Stock or denominated in units of Common Stock,
      subject to future service and/or such other restrictions and conditions as
      may
      be established by the Committee, and as set forth in the Award Agreement,
      including but not limited to continuous service with the Company or its
      Affiliates, achievement of specific business objectives, increases in specified
      indices, attainment of growth rates, and/or other measurements of Company or
      Affiliate performance.

    


    D. Stock
      Appreciation Right

    


    An
      Award
      in the form of a Right to receive the excess of the Fair Market Value of a
      Share
      on the date the Right is exercised over the Fair Market Value of a Share on
      the
      date the Right was granted.

    


    E. Dividend
      Equivalents

    


    An
      Award
      in the form of, and based upon the value of, dividends of Shares. 

    


    F. Other
      Stock-Based Awards

    


    An
      Award
      made to a Participant in the form of Shares that are valued in whole or in
      part
      by reference to, or are otherwise based upon, the Fair Market Value of
      Shares.

     

    G. Performance
      Awards

    


    An
      Award
      made to a Participant that is subject to performance conditions specified by
      the
      Committee, including, but not limited to, continuous service with the Company
      and/or its Affiliates, achievement of specific business objectives, increases
      in
      specified indices, attainment of growth rates, and/or other measurements of
      Company or Affiliate performance.

    


    H. Cash
      Awards

    


    An
      Award
      made to a Participant and denominated in cash, with the eventual payment subject
      to future service and/or such other restrictions and conditions as may be
      established by the Committee, and as set forth in the Award
      Agreement.

    


    Each
      Award under the Plan shall be evidenced by an Award Agreement. Delivery of
      an
      Award Agreement to each Participant shall constitute an agreement between the
      Company and the Participant as to the terms and conditions of the
      Award.

     

    
      
        Exhibit
          10.3

        
        

      

      
        8

        
          

        

      

      
        
        

      

    

    


    
      	
              VII.

            	
              TERMS
                AND CONDITIONS OF INCENTIVE OPTIONS AND NONSTATUTORY
                OPTIONS

            


    

    


    Each
      Option shall be set forth in an Award Agreement, duly executed on behalf of
      the
      Company and by the Participant to whom such Option is granted. Except for the
      setting of the Option price under Paragraph A, no Option shall be granted and
      no
      purported grant of any Option shall be effective until such Award Agreement
      shall have been duly executed on behalf of the Company and by the Participant.
      Each such Award Agreement shall be subject to at least the following terms
      and
      conditions:

    


    A. Option
      Price

    


    The
      purchase price of the Shares covered by each Option granted under the Plan
      shall
      be determined by the Committee. The Option price per share of the Shares covered
      by each Nonstatutory Option shall be at such amount as may be determined by
      the
      Committee in its sole discretion on the date of the grant of the Option;
      provided, however, in the absence of a public market for the Common Stock,
      the
      Option price per share shall be determined by the Committee in a manner
      consistent with Section 260.140.41(b) and 260.140.50 of Title 10 of the
      California Code of Regulations. In the case of an Incentive Option, if the
      Participant owns directly or by reason of the applicable attribution rules
      ten
      percent (10%) or less of the total combined voting power of all classes of
      stock
      of the Company, the Option price per share of the Shares covered by each
      Incentive Option shall be not less than the Fair Market Value of the Shares
      on
      the date of the grant of the Incentive Option. In all other cases of Incentive
      Options, the Option price shall be not less than one hundred ten percent (110%)
      of the Fair Market Value of the Shares on the date of grant.

    


    B. Number
      of Shares

    


    Each
      Option shall state the number of Shares to which it pertains.

    


    C. Term
      of Option

    


    Each
      Incentive Option shall terminate not more than ten (10) years from the date
      of
      the grant thereof, or at such earlier time as the Award Agreement may provide,
      and shall be subject to earlier termination as herein provided, except that
      if
      the Option price is required under Paragraph A of this Article VII to be at
      least one hundred ten percent (110%) of Fair Market Value, each such Incentive
      Option shall terminate not more than five (5) years from the date of the grant
      thereof, and shall be subject to earlier termination as herein provided. The
      Committee shall determine the time at which a Nonstatutory Option shall
      terminate.

    


    D. Date
      of Exercise

    


    Upon
      the
      authorization of the grant of an Option, or at any time thereafter, the
      Committee may, subject to the provisions of Paragraph C of this Article VII,
      prescribe the date or dates on which the Option becomes exercisable, and may
      provide that the Option become exercisable in installments over a period of
      years, and/or upon the attainment of stated goals. Unless the Committee
      otherwise provides in writing, the date or dates on which the Option becomes
      exercisable shall be tolled during any unpaid leave of absence. It is expressly
      understood that Options hereunder shall, unless otherwise provided for in
      writing by the Committee, be granted in contemplation of, and earned by the
      Participant through the completion of, future employment or service with the
      Company. The foregoing notwithstanding, any Option granted hereunder shall
      be
      exercisable at a rate of not less than twenty percent (20%) per year over five
      (5) years from the date the Option is granted, subject to reasonable conditions
      such as continued employment. However, in the case of an Option granted to
      an
      officer, director or consultant, the Award Agreement may provide that the Option
      may become fully exercisable, subject to reasonable conditions such as continued
      employment, at any time or during any period established in the Award
      Agreement.

     

    
      
        Exhibit
          10.3

        
        

      

      
        9

        
          

        

      

      
        
        

      

    

    


    
      	 	
              E.

            	
              Medium
                of Payment

            


    

    


    The
      Option price shall be payable upon the exercise of the Option, as set forth
      in
      Paragraph I. It shall be payable in such form (permitted by Section 422 of
      the Code in the case of Incentive Options) as the Committee shall, either by
      rules promulgated pursuant to the provisions of Article IV of the Plan, or
      in the particular Award Agreement, provide.

    


    F. Termination
      of Employment

    


    1. A
      Participant who ceases to be an employee or Key Non-Employee of the Company
      or
      of an Affiliate for any reason other than death, Disability, or termination
      "for
      cause," as defined in subparagraph (2) below, may exercise any Option granted
      to
      such Participant, to the extent that the right to purchase Shares thereunder
      has
      become exercisable by the date of such termination, but only within three (3)
      (or such other period of time as the Committee may determine, with such
      determination in the case of an Incentive Option being made at the time of
      the
      grant of the Option and not exceeding three (3) months) months after such date,
      or, if earlier, within the originally prescribed term of the Option, and subject
      to the conditions
      that (i) no Option shall be exercisable after the expiration of the term of
      the Option and (ii) unless the Committee otherwise provides, no Option that
      has not become exercisable by the date of such termination shall at any time
      thereafter be or become exercisable.
      A
      Participant's employment shall not be deemed terminated by reason of a transfer
      to another employer that is the Company or an Affiliate.

    


    2. A
      Participant who ceases to be an employee or Key Non-Employee of the Company
      or
      of an Affiliate "for cause" shall, upon such termination, cease to have any
      right to exercise any Option. For
      purposes of this Plan, cause shall be as defined in any employment or other
      agreement between the Participant and the Company (or an Affiliate) or, if
      there
      is no such agreement or definition therein, cause shall be defined to include
      (i) a
      Participant's theft or embezzlement, or attempted theft or embezzlement, of
      money or property of the Company or of an Affiliate, a Participant's
      perpetration or attempted perpetration of fraud, or a Participant's
      participation in a fraud or attempted fraud, on the Company or an Affiliate
      or a
      Participant's unauthorized appropriation of, or a Participant's attempt to
      misappropriate, any tangible or intangible assets or property of the Company
      or
      an Affiliate; (ii) any act or acts by a Participant of disloyalty,
      dishonesty, misconduct, moral turpitude, or any other act or acts by a
      Participant injurious to the interest, property, operations, business or
      reputation of the Company or an Affiliate; (iii) a Participant's commission
      of a felony or any other crime the commission of which results in injury to
      the
      Company or an Affiliate; (iv) any violation of any restriction on the
      disclosure or use of confidential information of the Company or an Affiliate,
      or
      client, prospect, or merger or acquisition target, or on competition with the
      Company or an Affiliate or any of its businesses as then conducted; or
      (v) any other action that the Board or the Committee, in their sole
      discretion, may deem to be sufficiently injurious to the interests of the
      Company or an Affiliate to constitute substantial cause for termination. The
      determination of the Committee as to the existence of cause shall be conclusive
      and binding upon the Participant and the Company.

     

    
      
        Exhibit
          10.3

        
        

      

      
        10

        
          

        

      

      
        
        

      

    

    


    3. Except
      as
      the Committee may otherwise expressly provide or determine (consistent with
      Section 422 of the Code, if applicable), a Participant who is absent from work
      with the Company or an Affiliate because of temporary disability (any disability
      other than a Disability), or who is on leave of absence for any purpose
      permitted by the Company or by any authoritative interpretation (i.e.,
      regulation, ruling, case law, etc.) of Section 422 of the Code, shall not,
      during the period of any such absence, be deemed, by virtue of such absence
      alone, to have terminated his or her employment or relationship with the Company
      or with an Affiliate. For
      purposes of Incentive Options, no leave of absence may exceed ninety (90) days,
      unless reemployment upon expiration of such leave is guaranteed by statute
      or
      contract (or the Committee approves such longer leave of absence, in which
      event
      the Incentive Option held by the Participant shall be treated as a Nonstatutory
      Option following the ninetieth (90th) day of such leave).

    


    4. Paragraph
      F(1) shall control and fix the rights of a Participant who ceases to be an
      employee or Key Non-Employee of the Company or of an Affiliate for any reason
      other than Disability, death, or termination "for cause," and who subsequently
      becomes Disabled or dies. Nothing in Paragraphs G and H of this Article VII
      shall be applicable in any such case except that, in the event of such a
      subsequent Disability or death within the three (3) month period after the
      termination of employment or, if earlier, within the originally prescribed
      term
      of the Option, the Participant or the Participant's estate or personal
      representative may exercise the Option permitted by this Paragraph F, in the
      event of Disability, within twelve (12) months after the date that the
      Participant ceased to be an employee or Key Non-Employee of the Company or
      an
      Affiliate, or, in the event of death, within twelve (12) months after the date
      of death of such Participant.

    


    G. Total
      and Permanent Disability

    


    A
      Participant who ceases to be an employee or Key Non-Employee of the Company
      or
      of an Affiliate by reason of Disability may exercise any Option granted to
      such
      Participant to the extent that the right to purchase Shares thereunder has
      become exercisable on or before the date such Participant becomes Disabled
      as
      determined by the Committee.

     

    
      
        Exhibit
          10.3

        
        

      

      
        11

        
          

        

      

      
        
        

      

    

    


    A
      Disabled Participant, or his estate or personal representative, shall exercise
      such rights, if at all, only within a period of not more than twelve (12) months
      after the date that the Participant became Disabled as determined by the
      Committee (notwithstanding that the Participant might have been able to exercise
      the Option as to some or all of the Shares on a later date if the Participant
      had not become Disabled) or, if earlier, within the originally prescribed term
      of the Option.

    


    H. Death

    


    In
      the
      event that a Participant to whom an Option has been granted ceases to be an
      employee or Key Non-Employee of the Company or of an Affiliate by reason of
      such
      Participant's death, such Option, to the extent that the right is exercisable
      but not exercised on the date of death, may be exercised by the Participant's
      estate or personal representative within twelve (12) months after the date
      of
      death of such Participant or, if earlier, within the originally prescribed
      term
      of the Option, notwithstanding that the decedent might have been able to
      exercise the Option as to some or all of the Shares on a later date if the
      Participant were alive and had continued to be an employee or Key Non-Employee
      of the Company or of an Affiliate.

    


    I. Exercise
      of Option and Issuance of Stock

    


    Options
      shall be exercised by giving written notice to the Company. Such written notice
      shall: (i) be signed by the person exercising the Option, (ii) state the number
      of Shares with respect to which the Option is being exercised, (iii) contain
      the
      warranty required by Paragraph M of this Article VII, if applicable, and (iv)
      specify a date (other than a Saturday, Sunday or legal holiday) not more than
      ten (10) days after the date of such written notice, as the date on which the
      Shares will be purchased. Such tender and conveyance shall take place at the
      principal office of the Company during ordinary business hours, or at such
      other
      hour and place agreed upon by the Company and the person or persons exercising
      the Option. On the date specified in such written notice (which date may be
      extended by the Company in order to comply with any law or regulation that
      requires the Company to take any action with respect to the Option Shares prior
      to the issuance thereof), the Company shall accept payment for the Option Shares
      in cash, by bank or certified check, by wire transfer, or by such other means
      as
      may be approved by the Committee, and shall deliver to the person or persons
      exercising the Option in exchange therefor an appropriate certificate or
      certificates for fully paid nonassessable Shares or undertake to deliver an
      appropriate certificate or certificates within a reasonable period of time.
      In
      the event of any failure to pay for the number of Shares specified in such
      written notice on the date set forth therein (or on the extended date as above
      provided), the right to exercise the Option shall terminate with respect to
      such
      number of Shares, but shall continue with respect to the remaining Shares
      covered by the Option and not yet acquired pursuant thereto.

    


    If
      approved in advance by the Committee, and subject to compliance with the
      Sarbanes-Oxley Act of 2002, payment in full or in part also may be made
      (i) by delivering Shares, or by attestation of Shares, already owned for at
      least six (6) months by the Participant and which have a total Fair Market
      Value
      on the date of such delivery equal to the Option price; (ii) by the
      execution and delivery of a note or other evidence of indebtedness (and any
      security agreement thereunder) satisfactory to the Committee; (iii) by
      authorizing the Company to retain Shares that otherwise would be issuable upon
      exercise of the Option having a total Fair Market Value on the date of delivery
      equal to the Option price; (iv) by the delivery of cash or the extension of
      credit by a broker-dealer to whom the Participant has submitted a notice of
      exercise or otherwise indicated an intent to exercise an Option (in accordance
      with part 220, Chapter II, Title 12 of the Code of Federal
      Regulations, a so-called "cashless" exercise); or (v) by any combination of
      the foregoing.

     

    
      
        Exhibit
          10.3

        
        

      

      
        12

        
          

        

      

      
        
        

      

    

    


    J. Rights
      as a Stockholder

    


    No
      Participant to whom an Option has been granted shall have rights as a
      stockholder with respect to any Shares covered by such Option except as to
      such
      Shares as have been registered in the Company's share register in the name
      of
      such Participant upon the due exercise of the Option and tender of the full
      Option price.

    


    K. Assignability
      and Transferability of Option

    


    Unless
      otherwise permitted by the Code and by Rule 16b-3 of the Exchange Act [and
      by
      Section 260.140.41(d) of Title 10 of the California Code of Regulations], if
      applicable, and approved in advance by the Committee, an Option granted to
      a
      Participant shall not be transferable by the Participant and shall be
      exercisable, during the Participant's lifetime, only by such Participant or,
      in
      the event of the Participant's incapacity, his guardian or legal representative.
      Except as otherwise permitted herein, such Option shall not be assigned,
      pledged, or hypothecated in any way (whether by operation of law or otherwise)
      and shall not be subject to execution, attachment, or similar process and any
      attempted transfer, assignment, pledge, hypothecation or other disposition
      of
      any Option or of any rights granted thereunder contrary to the provisions of
      this Paragraph K, or the levy of any attachment or similar process upon an
      Option or such rights, shall be null and void.

    


    L. Other
      Provisions

    


    The
      Award
      Agreement for an Incentive Option shall contain such limitations and
      restrictions upon the exercise of the Option as shall be necessary in order
      that
      such Option qualifies as an "incentive stock option" within the meaning of
      Section 422 of the Code. Further, the Award Agreements authorized under the
      Plan
      shall be subject to such other terms and conditions including, without
      limitation, restrictions upon the exercise of the Option, as the Committee
      shall
      deem advisable and which, in the case of Incentive Options, are not inconsistent
      with the requirements of Section 422 of the Code.

     

    
      
        Exhibit
          10.3

        
        

      

      
        13

        
          

        

      

      
        
        

      

    

    


    M. Purchase
      for Investment

    


    If
      Shares
      to be issued upon the particular exercise of an Option shall not have been
      effectively registered under the Securities Act of 1933, as now in force or
      hereafter amended, the Company shall be under no obligation to issue the Shares
      covered by such exercise unless and until the following conditions have been
      fulfilled. The person who exercises such Option shall warrant to the Company
      that, at the time of such exercise, such person is acquiring his or her Option
      Shares for investment and not with a view to, or for sale in connection with,
      the distribution of any such Shares, and shall make such other representations,
      warranties, acknowledgments, and/or affirmations, if any, as the Committee
      may
      require. In such event, the person acquiring such Shares shall be bound by
      the
      provisions of the following legend (or similar legend) which shall be endorsed
      upon the certificate(s) evidencing his or her Option Shares issued pursuant
      to
      such exercise.

    


    "The
      shares represented by this certificate have been acquired for investment and
      they may not be sold or otherwise transferred by any person, including a
      pledgee, in the absence of an effective registration statement for the shares
      under the Securities Act of 1933 or an opinion of counsel satisfactory to the
      Company that an exemption from registration is then available."

    


    Without
      limiting the generality of the foregoing, the Company may delay issuance of
      the
      Shares until completion of any action or obtaining any consent that the Company
      deems necessary under any applicable law (including without limitation state
      securities or "blue sky" laws).

    


    VIII. TERMS
      AND CONDITIONS OF RESTRICTED STOCK

    


    A. The
      Committee may from time to time grant an Award in Shares of Common Stock or
      grant an Award denominated in units of Common Stock, for such consideration
      as
      the Committee deems appropriate (which amount may be less than the Fair Market
      Value of the Common Stock on the date of the Award), and subject to such
      restrictions and conditions and other terms as the Committee may determine
      at
      the time of the Award (including, but not limited to, continuous service with
      the Company or its Affiliates, achievement of specific business objectives,
      increases in specified indices, attainment of growth rates, and/or other
      measurements of Company or Affiliate performance), and subject further to the
      general provisions of the Plan, the applicable Award Agreement, and the
      following specific rules.

    


    B. If
      Shares
      of Restricted Stock are awarded, such Shares cannot be assigned, sold,
      transferred, pledged, or hypothecated prior to the lapse of the restrictions
      applicable thereto, and, in no event, absent Committee approval, prior to six
      (6) months from the date of the Award. The Company shall issue, in the name
      of
      the Participant, stock certificates representing the total number of Shares
      of
      Restricted Stock awarded to the Participant, as soon as may be reasonably
      practicable after the grant of the Award, which certificates shall be held
      by
      the Secretary of the Company as provided in Paragraph G.

     

    
      
        Exhibit
          10.3

        
        

      

      
        14

        
          

        

      

      
        
        

      

    

    


    C. Restricted
      Stock issued to a Participant under the Plan shall be governed by an Award
      Agreement that shall specify whether Shares of Common Stock are awarded to
      the
      Participant, or whether the Award shall be one not of Shares of Common Stock
      but
      one denominated in units of Common Stock, any consideration required thereto,
      and such other provisions as the Committee shall determine.

    


    D. Subject
      to the provisions of Paragraphs B and E hereof and the restrictions set
      forth in the related Award Agreement, the Participant receiving an Award of
      Shares of Restricted Stock shall thereupon be a stockholder with respect to
      all
      of the Shares represented by such certificate or certificates and shall have
      the
      rights of a stockholder with respect to such Shares, including the right to
      vote
      such Shares and to receive dividends and other distributions made with respect
      to such Shares. All Common Stock received by a Participant as the result of
      any
      dividend on the Shares of Restricted Stock, or as the result of any stock split,
      stock distribution, or combination of the Shares affecting Restricted Stock,
      shall be subject to the restrictions set forth in the related Award
      Agreement.

    


    E. Restricted
      Stock or units of Restricted Stock awarded to a Participant pursuant to the
      Plan
      will be forfeited, and any Shares of Restricted Stock or units of Restricted
      Stock sold to a Participant pursuant to the Plan may, at the Company's option,
      be resold to the Company for an amount equal to the price paid therefore, and
      in
      either case, such Restricted Stock or units of Restricted Stock shall revert
      to
      the Company, if the Company so determines in accordance with Article XVI or
      any other condition set forth in the Award Agreement, or, alternatively, if
      the
      Participant's employment with the Company or its Affiliates terminates, other
      than for reasons set forth in Article XV, prior to the expiration of the
      forfeiture or restriction provisions set forth in the Award
      Agreement.

    


    F. The
      Committee, in its discretion, shall have the power to accelerate the date on
      which the restrictions contained in the Award Agreement shall lapse with respect
      to any or all Restricted Stock awarded under the Plan.

    


    G. The
      Secretary of the Company shall hold the certificate or certificates representing
      Shares of Restricted Stock issued under the Plan, properly endorsed for
      transfer, on behalf of each Participant who holds such Shares, until such time
      as the Shares of Restricted Stock are forfeited, resold to the Company, or
      the
      restrictions lapse. Any Restricted Stock denominated in units of Common Stock,
      if not previously forfeited, shall be payable in accordance with
      Article XVII as soon as practicable after the restrictions
      lapse.

    


    H. The
      Committee may prescribe such other restrictions, conditions, and terms
      applicable to Restricted Stock issued to a Participant under the Plan that
      are
      neither inconsistent with nor prohibited by the Plan or the Award Agreement,
      including, without limitation, terms providing for a lapse of the restrictions
      of this Article or any Award Agreement in installments.

     

    
      
        Exhibit
          10.3

        
        

      

      
        15

        
          

        

      

      
        
        

      

    

    


    IX. TERMS
      AND CONDITIONS OF STOCK APPRECIATION RIGHTS

    


    If
      deemed
      by the Committee to be in the best interests of the Company, a Participant
      may
      be granted a Right. Each Right shall be granted subject to such restrictions
      and
      conditions and other terms as the Committee may specify in the Award Agreement
      at the time the Right is granted, subject to the general provisions of the
      Plan,
      and the following specific rules.

    


    A. Rights
      may be granted, if at all, either singly, in combination with another Award,
      or
      in tandem with another Award. At the time of grant of a Right, the Committee
      shall specify the base price of Common Stock to be used in connection with
      the
      calculation described in Paragraph B below, provided that the base price
      shall not be less than one hundred percent (100%) of the Fair Market Value
      of a
      Share of Common Stock on the date of grant, unless approved by the
      Board.

    


    B. Upon
      exercise of a Right, which shall be not less than six (6) months from the date
      of the grant, the Participant shall be entitled to receive in accordance with
      Article XVII, and as soon as practicable after exercise, the excess of the
      Fair Market Value of one Share of Common Stock on the date of exercise over
      the
      base price specified in such Right, multiplied by the number of Shares of Common
      Stock then subject to the Right, or the portion thereof being
      exercised.

    


    C. Notwithstanding
      anything herein to the contrary, if the Award granted to a Participant allows
      him or her to elect to cancel all or any portion of an unexercised Option by
      exercising an additional or tandem Right, then the Option price per Share of
      Common Stock shall be used as the base price specified in Paragraph A to
      determine the value of the Right upon such exercise and, in the event of the
      exercise of such Right, the Company's obligation with respect to such Option
      or
      portion thereof shall be discharged by payment of the Right so exercised. In
      the
      event of such a cancellation, the number of Shares as to which such Option
      was
      canceled shall become available for use under the Plan, less the number of
      Shares, if any, received by the Participant upon such cancellation in accordance
      with Article XVI.

    


    D. A
      Right
      may be exercised only by the Participant (or, if applicable under
      Article XV, by a legatee or legatees of such Right, or by the Participant's
      executors, personal representatives, or distributees).

    


    
      	
              X.

            	
              TERMS
                AND CONDITIONS OF DIVIDEND
                EQUIVALENTS

            


    

    


    A
      Participant may be granted an Award in the form of Dividend Equivalents. Such
      an
      Award shall entitle the Participant to receive cash, Shares, other Awards or
      other property equal in value to dividends paid with respect to a specified
      number of Shares. Dividend Equivalents may be awarded on a free-standing basis
      or in connection with another Award. The Committee may provide that Dividend
      Equivalents shall be paid or distributed when accrued or shall be deemed to
      have
      been reinvested in additional Shares, Awards or other investment vehicles,
      and
      subject to such restrictions on transferability and risks of forfeiture, as
      the
      Committee may specify.

     

    
      
        Exhibit
          10.3

        
        

      

      
        16

        
          

        

      

      
        
        

      

    

    


    
      	
              XI.

            	
              TERMS
                AND CONDITIONS OF OTHER STOCK-BASED
                AWARDS

            


    

    


    The
      Committee, in its sole discretion, may grant Awards of Shares and/or Awards
      that
      are valued in whole or in part by reference to, or are otherwise based on,
      Shares or on the Fair Market Value thereof (“Other Stock-Based Awards”). Such
      Other Stock-Based Awards shall be in such form, and dependent on such
      conditions, as the Committee shall determine, including, without limitation,
      the
      right to receive, or vest with respect to, one or more Shares (or the equivalent
      cash value of such Shares) upon the completion of a specified period of service,
      the occurrence of an event and/or the attainment of performance objectives.
      Other Stock-Based Awards may be granted alone or in addition to any other Awards
      granted under the Plan. Subject to the provisions of the Plan, the Committee
      shall determine the number of Shares to be awarded to a Participant under (or
      otherwise related to) such Other Stock-Based Awards and all other terms and
      conditions of such Awards (including, without limitation, the vesting provisions
      thereof and provisions ensuring that all Shares so awarded and issued shall
      be
      fully paid and non-assessable).

    


    
      	
              XII.

            	
              TERMS
                AND CONDITIONS OF PERFORMANCE
                AWARDS

            


    

    


    A. A
      Participant may be granted an Award that is subject to performance conditions
      specified by the Committee. The Committee may use business criteria and/or
      other
      measures of performance as it deems appropriate in establishing any performance
      conditions (including, but not limited to, continuous service with the Company
      or its Affiliates, achievement of specific business objectives, increases in
      specified indices, attainment of growth rates, and/or other measurements of
      Company or Affiliate performance), and may exercise its discretion to reduce
      or
      increase the amounts payable under any Award subject to performance conditions,
      except as otherwise limited under Paragraphs C and D, below, in the case of
      a
      Performance Award intended to qualify under Code Section 162(m).

    


    B. Any
      Performance Award will be forfeited if the Company so determines in accordance
      with Article XV or any other condition set forth in the Award Agreement,
      or, alternatively, if the Participant's employment with the Company or its
      Affiliates terminates, other than for reasons set forth in Article XIV, prior
      to
      the expiration of the time period over which the performance conditions are
      to
      be measured.

    


    C. If
      the
      Committee determines that a Performance Award to be granted to an Eligible
      Employee should qualify as "performance-based compensation" for purposes of
      Code
      Section 162(m), the grant and/or settlement of such Performance Award shall
      be
      contingent upon achievement of pre-established performance goals and other
      terms
      set forth in this Paragraph C.

    


    1. Performance
      Goals Generally.
      The
      performance goals for such Performance Awards shall consist of one or more
      business criteria and a targeted level or levels of performance with respect
      to
      such criteria, as specified by the Committee consistent with this
      Paragraph C. Performance goals shall be objective and shall otherwise meet
      the requirements of Code Section 162(m), including the requirement that the
      level or levels of performance targeted by the Committee result in the
      performance goals being "substantially uncertain." The Committee may determine
      that more than one performance goal must be achieved as a condition to
      settlement of such Performance Awards. Performance goals may differ for
      Performance Awards granted to any one Participant or to different
      Participants.

     

    
      
        Exhibit
          10.3

        
        

      

      
        17

        
          

        

      

      
        
        

      

    

    


    2. Business
      Criteria.
      One or
      more of the following business criteria for the Company, on a consolidated
      basis, and/or for specified Affiliates or business units of the Company (except
      with respect to the total stockholder return and earnings per share criteria),
      shall be used exclusively by the Committee in establishing performance goals
      for
      such Performance Awards: (a) total stockholder return; (b) such total
      stockholder return as compared to the total return (on a comparable basis)
      of a
      publicly available index such as, but not limited to, the Standard &
Poor's 500 or the Nasdaq-U.S. Index; (c) net income or net operating
      income; (d) pre-tax earnings or profits; (e) EBIT or EBITDA;
      (f) pre-tax operating earnings after interest expense and before bonuses,
      service fees, and extraordinary or special items; (g) operating margin;
      (h) earnings per share or growth in earnings per share; (i) return on
      equity; (j) return on assets or capital; (k) return on investment;
      (l) operating income, excluding the effect of charges for acquired
      in-process technology and before payment of executive bonuses; (m) earnings
      per share, excluding the effect of charges for acquired in-process technology
      and before payment of executive bonuses; (n) working capital;
      (o) sales; (p) gross or net revenues or changes in gross or net
      revenues; (q) market share or market penetration with respect to designated
      products and/or geographic areas; (r) reduction of losses, loss ratios or
      expense ratios; (s) cost of capital; (t) debt reduction;
      (u) satisfaction of business expansion goals or goals relating to
      acquisitions or divestitures; and/or (v) employee turnover. The foregoing
      business criteria also may be used in establishing performance goals for Cash
      Awards granted under Article XIII hereof.

    


    3. Compensation
      Limitation.
      No
      Eligible Employee may receive a Performance Award in excess of $2,000,000 during
      any three (3) year period.

    


    D. Achievement
      of performance goals in respect of such Performance Awards shall be measured
      over such periods as may be specified by the Committee. Performance goals shall
      be established on or before the dates that are required or permitted for
      "performance-based compensation" under Code Section 162(m).

    


    E. Settlement
      of Performance Awards may be in cash or Shares, or other property, in the
      discretion of the Committee. The Committee may, in its discretion, reduce the
      amount of a settlement otherwise to be made in connection with such Performance
      Awards, but may not exercise discretion to increase any such amount payable
      in
      respect of a Performance Award that is subject to Code Section
      162(m).

     

    
      
        Exhibit
          10.3

        
        

      

      
        18

        
          

        

      

      
        
        

      

    

    


    XIII. TERMS
      AND CONDITIONS OF CASH AWARDS

    


    A. The
      Committee may from time to time authorize the award of cash payments under
      the
      Plan to Participants, subject to such restrictions and conditions and other
      terms as the Committee may determine at the time of authorization (including,
      but not limited to, continuous service with the Company or its Affiliates,
      achievement of specific business objectives, increases in specified indices,
      attainment of growth rates, and/or other measurements of Company or Affiliate
      performance), and subject to the general provisions of the Plan, the applicable
      Award Agreement, and the following specific rules.

    


    B. Any
      Cash
      Award will be forfeited if the Company so determines in accordance with
      Article XV or any other condition set forth in the Award Agreement, or,
      alternatively, if the Participant's employment or engagement with the Company
      or
      its Affiliates terminates, other than for reasons set forth in Article XIV,
      prior to the attainment of any goals set forth in the Award Agreement or prior
      to the expiration of the forfeiture or restriction provisions set forth in
      the
      Award Agreement, whichever is applicable.

    


    C. The
      Committee, in its discretion, shall have the power to change the date on which
      the restrictions contained in the Award Agreement shall lapse, or the date
      on
      which goals are to be measured, with respect to any Cash Award.

    


    D. Any
      Cash
      Award, if not previously forfeited, shall be payable in accordance with Article
      XVI as soon as practicable after the restrictions lapse or the goals are
      attained.

    


    E. The
      Committee may prescribe such other restrictions, conditions, and terms
      applicable to the Cash Awards issued to a Participant under the Plan that are
      neither inconsistent with nor prohibited by the Plan or the Award Agreement,
      including, without limitation, terms providing for a lapse of the restrictions,
      or a measurement of the goals, in installments.

    


    XIV. TERMINATION
      OF EMPLOYMENT OR SERVICE

    


    Except
      as
      may otherwise be (i) provided in Article VII for Options,
      (ii) provided for under the Award Agreement, or (iii) permitted
      pursuant to Paragraphs A through C of this Article XV (subject to the
      limitations under the Code for Incentive Options), if the employment or service
      of a Participant terminates, all unexpired, unpaid, unexercised, or deferred
      Awards shall be canceled immediately.

    


    A. Retirement
      under a Company or Affiliate Retirement Plan.
      When a
      Participant's employment or service terminates as a result of retirement as
      defined under a Company or Affiliate retirement plan, the Committee may permit
      Awards to continue in effect beyond the date of retirement in accordance with
      the applicable Award Agreement, and/or the exercisability and vesting of any
      Award may be accelerated.

    


    B. Termination
      in the Best Interests of the Company or an Affiliate.
      When a
      Participant’s employment or service with the Company or an Affiliate terminates
      and, in the judgment of the chief executive officer or other senior officer
      designated by the Committee, the acceleration and/or continuation of outstanding
      Awards would be in the best interests of the Company, the Committee may (i)
      authorize, where appropriate, the acceleration and/or continuation of all or
      any
      part of Awards granted prior to such termination and/or (ii) permit the
      exercise, vesting, and payment of such Awards for such period as may be set
      forth in the applicable Award Agreement, subject to earlier cancellation
      pursuant to Article XV or at such time as the Committee shall deem the
      continuation of all or any part of the Participant's Awards are not in the
      Company's or its Affiliate's best interests.

     

    
      
        Exhibit
          10.3

        
        

      

      
        19

        
          

        

      

      
        
        

      

    

    


    C. Death
      or Disability of a Participant.

    


    1. In
      the
      event of a Participant's death, the Participant's estate or beneficiaries shall
      have a period up to the earlier of (i) the expiration date specified in the
      Award Agreement, or (ii) the expiration date specified in Paragraph H of
      Article VII, within which to receive or exercise any outstanding Awards
      held by the Participant under such terms as may be specified in the applicable
      Award Agreement. Rights to any such outstanding Awards shall pass by will or
      the
      laws of descent and distribution in the following order: (a) to beneficiaries
      so
      designated by the Participant; (b) to a legal representative of the
      Participant; or (c) to the persons entitled thereto as determined by a
      court of competent jurisdiction. Awards so passing shall be paid and/or may
      be
      exercised at such times and in such manner as if the Participant were
      living.

    


    2. In
      the
      event a Participant is determined by the Company to be Disabled, and subject
      to
      the limitations of Paragraph G of Article VII, Awards may be paid to, or
      exercised by, the Participant, if legally competent, or by a legally designated
      guardian or other representative if the Participant is legally incompetent
      by
      virtue of such Disability.

    


    3. After
      the
      death or Disability of a Participant, the Committee may in its sole discretion
      at any time (i) terminate restrictions in Award Agreements;
      (ii) accelerate any or all installments and rights; and/or
      (iii) instruct the Company to pay the total of any accelerated payments in
      a lump sum to the Participant, the Participant's estate, beneficiaries or
      representative, notwithstanding that, in the absence of such termination of
      restrictions or acceleration of payments, any or all of the payments due under
      the Awards ultimately might have become payable to other
      beneficiaries.

    


    XV. CANCELLATION
      AND RESCISSION OF AWARDS

    


    Unless
      the Award Agreement specifies otherwise, the Committee may cancel any unexpired,
      unpaid, unexercised, or deferred Awards at any time if the Participant is not
      in
      compliance with the applicable provisions of the Award Agreement, the Plan,
      or
      with the following conditions:

    


    A. A
      Participant shall not breach any protective agreement entered into between
      him
      or her and the Company or any Affiliates, or render services for any
      organization or engage directly or indirectly in any business which, in the
      judgment of the chief executive officer of the Company or other senior officer
      designated by the Committee, is or becomes competitive with the Company, or
      which organization or business, or the rendering of services to such
      organization or business, is or becomes otherwise prejudicial to or in conflict
      with the interests of the Company. For a Participant whose employment or
      engagement has terminated, the judgment of the chief executive officer shall
      be
      based on the terms of the protective agreement, if applicable, or on the
      Participant's position and responsibilities while employed or engaged by the
      Company or its Affiliates, the Participant's post-employment/engagement
      responsibilities and position with the other organization or business, the
      extent of past, current, and potential competition or conflict between the
      Company and the other organization or business, the effect of the Participant's
      assuming the post-employment/engagement position on the Company's or its
      Affiliate's customers, suppliers, investors, and competitors, and such other
      considerations as are deemed relevant given the applicable facts and
      circumstances. A Participant may, however, purchase as an investment or
      otherwise, stock or other securities of any organization or business so long
      as
      they are listed upon a recognized securities exchange or traded
      over-the-counter, and such investment does not represent a substantial
      investment to the Participant or a greater than one percent (1%) equity interest
      in the organization or business.

     

    
      
        Exhibit
          10.3

        
        

      

      
        20

        
          

        

      

      
        
        

      

    

    


    B. A
      Participant shall not, without prior written authorization from the Company,
      disclose to anyone outside the Company or its Affiliates, or use in other than
      the Company's or Affiliate's business, any confidential information or materials
      relating to the business of the Company or its Affiliates, acquired by the
      Participant either during or after his or her employment or engagement with
      the
      Company or its Affiliates.

    


    C. A
      Participant shall disclose promptly and assign to the Company all right, title,
      and interest in any invention or idea, patentable or not, made or conceived
      by
      the Participant during employment or engagement with the Company or an
      Affiliate, relating in any manner to the actual or anticipated business,
      research, or development work of the Company or its Affiliates, and shall do
      anything reasonably necessary to enable the Company or its Affiliates to secure
      a patent, trademark, copyright, or other protectable interest where appropriate
      in the United States and in foreign countries.

    


    Upon
      exercise, payment, or delivery pursuant to an Award, the Participant shall
      certify on a form acceptable to the Committee that he or she is in compliance
      with the terms and conditions of the Plan, including the provisions of
      Paragraphs A, B or C of this Article XV. Failure to comply with the
      provisions of Paragraphs A, B or C of this Article XV at any time
      prior to, or during the one (1) year period after, the date Participant’s
      employment or engagement with the Company or any Affiliate terminates shall
      cause any exercise, payment, or delivery which occurred during the two (2)
      year
      period prior to the breach of Paragraph A, B or C of this Article XV
      to be rescinded. The Company shall notify the Participant in writing of any
      such
      rescission within one (1) year of the date it acquires actual knowledge of
      such
      breach. Within ten (10) days after receiving such a notice from the Company,
      the
      Participant shall pay to the Company the amount of any gain realized or payment
      received as a result of the exercise, payment, or delivery pursuant to the
      Award. Such payment shall be made either in cash or by returning to the Company
      the number of Shares of Common Stock that the Participant received in connection
      with the rescinded exercise, payment, or delivery.

     

    
      
        Exhibit
          10.3

        
        

      

      
        21

        
          

        

      

      
        
        

      

    

    


    
      	
              XVI.

            	
              PAYMENT
                OF RESTRICTED STOCK, RIGHTS, OTHER STOCK-BASED AWARDS, PERFORMANCE
                AWARDS
                AND CASH AWARDS

            


    

    


    Payment
      of Restricted Stock, Rights, Other Stock-Based Awards, Performance Awards and
      Cash Awards may be made, as the Committee shall specify, in the form of cash,
      Shares of Common Stock, or combinations thereof; provided, however, that a
      fractional Share of Common Stock shall be paid in cash equal to the Fair Market
      Value of the fractional Share of Common Stock at the time of
      payment.

    


    XVII. WITHHOLDING

    


    Except
      as
      otherwise provided by the Committee,

    


    A. the
      Company shall have the power and right to deduct or withhold, or require a
      Participant to remit to the Company, an amount sufficient to satisfy the minimum
      federal, state, and local taxes required by law to be withheld with respect
      to
      any grant, exercise, or payment made under or as a result of this Plan;
      and

    


    B. in
      the
      case of payments of Awards, or upon any other taxable event hereunder, a
      Participant may elect, subject to the approval in advance by the Committee,
      to
      satisfy the withholding requirement, if any, in whole or in part, by having
      the
      Company withhold Shares of Common Stock that would otherwise be transferred
      to
      the Participant having a Fair Market Value, on the date the tax is to be
      determined, equal to the minimum marginal tax that could be imposed on the
      transaction. All elections shall be made in writing and signed by the
      Participant.

    


    XVIII.  SAVINGS
      CLAUSE

    


    This
      Plan
      is intended to comply in all respects with applicable law and regulations,
      including, (i) with respect to those Participants who are officers or
      directors for purposes of Section 16 of the Exchange Act, Rule 16b-3
      of the Securities and Exchange Commission, if applicable,
      (ii) Section 402 of the Sarbanes-Oxley Act, and (iii) with
      respect to executive officers, Code Section 162(m). In case any one or more
      provisions of this Plan shall be held invalid, illegal, or unenforceable in
      any
      respect under applicable law and regulation (including Rule 16b-3 and Code
      Section 162(m)), the validity, legality, and enforceability of the remaining
      provisions shall not in any way be affected or impaired thereby and the invalid,
      illegal, or unenforceable provision shall be deemed null and void; however,
      to
      the extent permitted by law, any provision that could be deemed null and void
      shall first be construed, interpreted, or revised retroactively to permit this
      Plan to be construed in compliance with all applicable law (including
      Rule 16b-3 and Code Section 162(m)) so as to foster the intent of this
      Plan. Notwithstanding anything herein to the contrary, with respect to
      Participants who are officers and directors for purposes of Section 16 of
      the Exchange Act, if applicable, and if required to comply with rules
      promulgated thereunder, no grant of, or Option to purchase, Shares shall permit
      unrestricted ownership of Shares by the Participant for at least six (6) months
      from the date of grant or Option, unless the Board determines that the grant
      of,
      or Option to purchase, Shares otherwise satisfies the then current Rule 16b-3
      requirements.

     

    
      
        Exhibit
          10.3

        
        

      

      
        22

        
          

        

      

      
        
        

      

    

    


    XIX. ADJUSTMENTS
      UPON CHANGES IN CAPITALIZATION; CORPORATE TRANSACTIONS

    


    If
      the
      outstanding Shares of the Company are changed into or exchanged for a different
      number or kind of shares or other securities of the Company or of another
      corporation by reason of any reorganization, merger, or consolidation, or if
      a
      change is made to the Common Stock of the Company by reason of any
      recapitalization, reclassification, change in par value, stock split, reverse
      stock split, combination of shares or dividends payable in capital stock, or
      the
      like, the Company shall make adjustments to such Awards (including, by way
      of
      example and not by way of limitation, the grant of substitute Awards under
      the
      Plan or under the plan of such other corporation) as it may determine to be
      appropriate under the circumstances, and, in addition, appropriate adjustments
      shall be made in the number and kind of shares and in the option price per
      share
      subject to outstanding Awards under the Plan or under the plan of such successor
      corporation. The foregoing notwithstanding, unless the Committee otherwise
      determines, no such adjustment shall be made to an Incentive Option which shall,
      within the meaning of Section 424 of the Code, constitute such a modification,
      extension, or renewal of an option as to cause it to be considered as the grant
      of a new option.

    


    Notwithstanding
      anything herein to the contrary, the Company may, in its sole discretion,
      accelerate the timing of the exercise provisions of any Award in the event
      of
      (i) the adoption of a plan of merger or consolidation under which a
      majority of the Shares of the Company would be eliminated, or (ii) a sale
      of all or any portion of the Company's assets or capital stock. Alternatively,
      the Company may, in its sole discretion, cancel any or all Awards upon any
      of
      the foregoing events and provide for the payment to Participants in cash of
      an
      amount equal to the value or appreciated value, whichever is applicable, of
      the
      Award, as determined in good faith by the Committee, at the close of business
      on
      the date of such event.

    


    Upon
      a
      business combination by the Company or any of its Affiliates with any
      corporation or other entity through the adoption of a plan of merger or
      consolidation or a share exchange or through the purchase of all or
      substantially all of the capital stock or assets of such other corporation
      or
      entity, the Board or the Committee may, in its sole discretion, grant Options
      pursuant hereto to all or any persons who, on the effective date of such
      transaction, hold outstanding options to purchase securities of such other
      corporation or entity and who, on and after the effective date of such
      transaction, will become employees or directors of, or consultants or advisors
      to, the Company or its Affiliates. The number of Shares subject to such
      substitute Options shall be determined in accordance with the terms of the
      transaction by which the business combination is effected. Notwithstanding
      the
      other provisions of this Plan, the other terms of such substitute Options shall
      be substantially the same as or economically equivalent to the terms of the
      options for which such Options are substituted, all as determined by the Board
      or by the Committee, as the case may be. Upon the grant of substitute Options
      pursuant hereto, the options to purchase securities of such other corporation
      or
      entity for which such Options are substituted shall be canceled
      immediately.

     

    
      
        Exhibit
          10.3

        
        

      

      
        23

        
          

        

      

      
        
        

      

    

    


    XX. DISSOLUTION
      OR LIQUIDATION OF THE COMPANY

    


    Upon
      the
      dissolution or liquidation of the Company other than in connection with a
      transaction to which Article XIX is applicable, all Awards granted
      hereunder shall terminate and become null and void; provided, however, that
      if
      the rights of a Participant under the applicable Award have not otherwise
      terminated and expired, the Participant may, if the Committee, in its sole
      discretion, so permits, have the right immediately prior to such dissolution
      or
      liquidation to exercise any Award granted hereunder to the extent that the
      right
      thereunder has become exercisable as of the date immediately prior to such
      dissolution or liquidation.

    


    XXI. TERMINATION
      OF THE PLAN

    


    The
      Plan
      shall terminate ten (10) years from the earlier of the date of its adoption
      by
      the Board or the date of its approval by the stockholders. The Plan may be
      terminated at an earlier date by vote of the stockholders or the Board;
      provided, however, that any such earlier termination shall not affect any Award
      Agreements executed prior to the effective date of such termination.
      Notwithstanding anything in this Plan to the contrary, any Options granted
      prior
      to the effective date of the Plan's termination may be exercised until the
      earlier of (i) the date set forth in the Award Agreement, or (ii) in the case
      of
      an Incentive Option, ten (10) years from the date the Option is granted; and
      the
      provisions of the Plan with respect to the full and final authority of the
      Committee under the Plan shall continue to control.

    


    XXII. AMENDMENT
      OF THE PLAN

    


    The
      Plan
      may be amended by the Board and such amendment shall become effective upon
      adoption by the Board; provided, however, that any amendment shall be subject
      to
      the approval of the stockholders of the Company at or before the next annual
      meeting of the stockholders of the Company if such stockholder approval is
      required by the Code, any federal or state law or regulation, the rules of
      any
      stock exchange or automated quotation system on which the Shares may be listed
      or quoted, or if the Board, in its discretion, determines to submit such changes
      to the Plan to its stockholders for approval.

    


    XXIII. EMPLOYMENT
      RELATIONSHIP

    


    Nothing
      herein contained shall be deemed to prevent the Company or an Affiliate from
      terminating the employment of a Participant, nor to prevent a Participant from
      terminating the Participant's employment with the Company or an Affiliate,
      unless otherwise limited by an agreement between the Company (or an Affiliate)
      and the Participant.

     

    
      
        Exhibit
          10.3

        
        

      

      
        24

        
          

        

      

      
        
        

      

    

    


    XXIV. 
      INDEMNIFICATION OF COMMITTEE

    


    In
      addition to such other rights of indemnification as they may have as directors
      or as members of the Committee, the members of the Committee shall be
      indemnified by the Company against all reasonable expenses, including attorneys'
      fees, actually and reasonably incurred in connection with the defense of any
      action, suit or proceeding, or in connection with any appeal therein, to which
      they or any of them may be a party by reason of any action taken by them as
      directors or members of the Committee and against all amounts paid by them
      in
      settlement thereof (provided such settlement is approved by the Board) or paid
      by them in satisfaction of a judgment in any such action, suit or proceeding,
      except in relation to matters as to which it shall be adjudged in such action,
      suit or proceeding that the director or Committee member is liable for gross
      negligence or willful misconduct in the performance of his or her duties. To
      receive such indemnification, a director or Committee member must first offer
      in
      writing to the Company the opportunity, at its own expense, to defend any such
      action, suit or proceeding.

    


    XXV. UNFUNDED
      PLAN

    


    Insofar
      as it provides for payments in cash in accordance with Article XVI, or
      otherwise, the Plan shall be unfunded. Although bookkeeping accounts may be
      established with respect to Participants who are entitled to cash, Common Stock,
      or rights thereto under the Plan, any such accounts shall be used merely as
      a
      bookkeeping convenience. The Company shall not be required to segregate any
      assets that may at any time be represented by cash, Common Stock, or rights
      thereto, nor shall the Plan be construed as providing for such segregation,
      nor
      shall the Company, the Board, or the Committee be deemed to be a trustee of
      any
      cash, Common Stock, or rights thereto to be granted under the Plan. Any
      liability of the Company to any Participant with respect to a grant of cash,
      Common Stock, or rights thereto under the Plan shall be based solely upon any
      contractual obligations that may be created by the Plan and any Award Agreement;
      no such obligation of the Company shall be deemed to be secured by any pledge
      or
      other encumbrance on any property of the Company. Neither the Company nor the
      Board nor the Committee shall be required to give any security or bond for
      the
      performance of any obligation that may be created by the Plan.

    


    XXVI.  MITIGATION
      OF EXCISE TAX

    


    Unless
      otherwise provided for in the Award Agreement or in any other agreement between
      the Company (or an Affiliate) and the Participant, if any payment or right
      accruing to a Participant under this Plan (without the application of this
      Article XXVI), either alone or together with other payments or rights
      accruing to the Participant from the Company or an Affiliate, would constitute
      a
      "parachute payment" (as defined in Section 280G of the Code and regulations
      thereunder), such payment or right shall be reduced to the largest amount or
      greatest right that will result in no portion of the amount payable or right
      accruing under the Plan being subject to an excise tax under Section 4999 of
      the
      Code or being disallowed as a deduction under Section 280G of the Code. The
      determination of whether any reduction in the rights or payments under this
      Plan
      is necessary shall be made by the Company. The Participant shall cooperate
      in
      good faith with the Company in making such determination and providing any
      necessary information for this purpose.

     

    
      
        Exhibit
          10.3

        
        

      

      
        25

        
          

        

      

      
        
        

      

    

    


    XXVII.  EFFECTIVE
      DATE

    


    This
      Plan
      shall become effective upon adoption by the Board, provided that the
      adoption of the Plan shall be subject to the approval of the stockholders of
      the
      Company if such stockholder approval is required by the Code, any federal or
      state law or regulations, the rules of any stock exchange or automated quotation
      system on which the Shares may be listed or quoted, or if the Board, in its
      discretion, desires to submit the Plan to its stockholders for
      approval.
      

    


    XXVIII.  INFORMATION

    


    The
      Company shall provide to each Participant, during the period for which such
      Participant has one or more Awards outstanding, copies of financial statements
      at least annually.

    


    XXIX. FOREIGN
      JURISDICTIONS 

    


    To
      the
      extent the Committee determines that the restrictions imposed by the Plan
      preclude the achievement of the material purposes of the Plan in jurisdictions
      outside the United States of America, the Committee in its discretion may modify
      those restrictions as it determines to be necessary or appropriate to conform
      to
      applicable requirements or practices of jurisdictions outside of the United
      States of America. 

    


    XXX.  DEFERRAL
      OF AWARDS

    


    The
      Company may permit a Participant to:

    


    
      	 	
              (a)

            	
              have
                cash that otherwise would be paid to such Participant as a result
                of the
                exercise of an Award credited to a deferred compensation account
                established for such Participant by the Committee as an entry on
                the
                Company’s books;

            


    

    


    
      	 	
              (b)

            	
              have
                Shares that otherwise would be delivered to such Participant as a
                result
                of the exercise of an Award converted into an equal number of Rights;
                or

            


    

    


    
      	 	
              (c)

            	
              have
                Shares that otherwise would be delivered to such Participant as a
                result
                of the exercise of an Award converted into amounts credited to a
                deferred
                compensation account established for such Participant by the Committee
                as
                an entry on the Company’s books. Such amounts shall be determined by
                reference to the Fair Market Value of the Shares as of the date on
                which
                they otherwise would have been delivered to such
                Participant.

            


    

    


    A
      deferred compensation account established under this Article XXX may be
      credited with interest or other forms of investment return, as determined by
      the
      Committee. A Participant for whom such an account is established shall have
      no
      rights other than those of a general creditor of the Company. Such an account
      shall represent an unfunded and unsecured obligation of the Company and shall
      be
      subject to the terms and conditions of the applicable agreement between such
      Participant and the Company. If the deferral or conversion of Awards is
      permitted or required, the Committee may establish rules, procedures and forms
      pertaining to such Awards, including (without limitation) the settlement of
      deferred compensation accounts established under this
      Article XXX.

     

    
      
        Exhibit
          10.3

        
        

      

      
        26

        
          

        

      

      
        
        

      

    

    


    XXXI.  
      GOVERNING LAW

    


    This
      Plan
      shall be governed by the laws of the State of Delaware and construed in
      accordance therewith.

    


    Adopted
      this ____ day of November, 2004.

     

    
      
        Exhibit
          10.3

        
        

      

      
        27