stockincentiveplan_060407.htm


     

    Exhibit
      10.1

    
 

     

    KRISPY
      KREME DOUGHNUTS, INC.

     

    2000
      STOCK INCENTIVE PLAN

     

    (AMENDED
      AS OF JUNE 4, 2007)

     

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    TABLE
      OF
      CONTENTS

     

    
      
        	 	 	
                 Page

                 

              
	
                ARTICLE
                  1.

              	
                ESTABLISHMENT,
                  PURPOSE, AND DURATION

              	
                1

              
	
                1.1

              	
                Establishment
                  of the Plan

              	
                1

              
	
                1.2

              	
                Purpose
                  of the Plan

              	
                1

              
	
                1.3

              	
                Duration
                  of the Plan

              	
                1

              
	
                ARTICLE
                  2.

              	
                DEFINITIONS

              	
                1

              
	
                ARTICLE
                  3.

              	
                ADMINISTRATION

              	
                5

              
	
                3.1

              	
                The
                  Committee

              	
                5

              
	
                3.2

              	
                Authority
                  of the Committee

              	
                5

              
	
                3.3

              	
                Decisions
                  Binding

              	
                5

              
	
                3.4

              	
                Employees
                  in Foreign Countries

              	
                5

              
	
                3.5

              	
                No
                  Option or SAR Repricing Without Shareholder Approval

              	
                5

              
	
                ARTICLE
                  4.

              	
                SHARES
                  SUBJECT TO THE PLAN

              	
                5

              
	
                4.1

              	
                Number
                  of Shares

              	
                5

              
	
                4.2

              	
                Other
                  Plan Limits

              	
                6

              
	
                4.3

              	
                Nonexclusivity
                  of the Plan

              	
                6

              
	
                4.4

              	
                Adjustments
                  in Authorized Shares

              	
                6

              
	
                ARTICLE
                  5.

              	
                ELIGIBILITY
                  AND PARTICIPATION

              	
                6

              
	
                ARTICLE
                  6.

              	
                STOCK
                  OPTIONS

              	
                7

              
	
                6.1

              	
                Grant
                  of Options

              	
                7

              
	
                6.2

              	
                Agreement

              	
                7

              
	
                6.3

              	
                Option
                  Price

              	
                7

              
	
                6.4

              	
                Duration
                  of Options

              	
                7

              
	
                6.5

              	
                Exercise
                  of Options

              	
                7

              
	
                6.6

              	
                Payment

              	
                8

              
	
                6.7

              	
                Transferability

              	
                8

              
	
                6.8

              	
                Shareholder
                  Rights

              	
                9

              
	
                ARTICLE
                  7.

              	
                STOCK
                  APPRECIATION RIGHTS

              	
                9

              
	
                7.1

              	
                Grants
                  of SARs

              	
                9

              
	
                7.2

              	
                Duration
                  of SARs

              	
                9

              
	
                7.3

              	
                Exercise
                  of SAR

              	
                9

              
	
                7.4

              	
                Determination
                  of Payment of Cash and/or Common Stock Upon Exercise of
                  SAR

              	
                9

              
	
                7.5

              	
                Nontransferability

              	
                9

              
	
                7.6

              	
                Shareholder
                  Rights

              	
                10

              
	
                ARTICLE
                  8.

              	
                RESTRICTED
                  STOCK; STOCK AWARDS

              	
                10

              
	
                8.1

              	
                Grants

              	
                10

              
	
                8.2

              	
                Restricted
                  Period; Lapse of Restrictions

              	
                10

              
	
                8.3

              	
                Rights
                  of Holder; Limitations Thereon

              	
                10

              
	
                8.4

              	
                Delivery
                  of Unrestricted Shares

              	
                11

              
	
                8.5

              	
                Nonassignability
                  of Restricted Stock

              	
                11

              
	
                ARTICLE
                  9.

              	
                PERFORMANCE
                  UNIT AWARDS

              	
                11

              
	
                9.1

              	
                Award

              	
                11

              
	
                9.2

              	
                Earning
                  the Award

              	
                12

              
	
                9.3

              	
                Payment

              	
                12

              
	
                9.4

              	
                Shareholder
                  Rights

              	
                12

              
	
                ARTICLE
                  10.

              	
                BENEFICIARY
                  DESIGNATION

              	
                12

              
	
                ARTICLE
                  11.

              	
                DEFERRALS

              	
                12

              
	
                ARTICLE
                  12.

              	
                RIGHTS
                  OF PARTICIPANTS

              	
                13

              
	
                12.1

              	
                Employment

              	
                13

              
	
                12.2

              	
                Participation

              	
                13

              
	
                ARTICLE
                  13.

              	
                CHANGE
                  IN CONTROL

              	
                13

              
	
                13.1

              	
                Definition

              	
                13

              
	
                ARTICLE
                  14.

              	
                AMENDMENT,
                  MODIFICATION AND TERMINATION

              	
                14

              
	
                14.1

              	
                Amendment,
                  Modification and Termination

              	
                14

              
	
                14.2

              	
                Awards
                  Previously Granted

              	
                14

              
	
                14.3

              	
                Compliance
                  With Code Section 162(m)

              	
                14

              
	
                ARTICLE
                  15.

              	
                WITHHOLDING

              	
                15

              
	
                15.1

              	
                Tax
                  Withholding

              	
                15

              
	
                15.2

              	
                Share
                  Withholding

              	
                15

              
	
                ARTICLE
                  16.

              	
                INDEMNIFICATION

              	
                15

              
	
                ARTICLE
                  17.

              	
                SUCCESSORS

              	
                15

              
	
                ARTICLE
                  18.

              	
                LEGAL
                  CONSTRUCTION

              	
                15

              
	
                18.1

              	
                Gender
                  and Number

              	
                15

              
	
                18.2

              	
                Severability

              	
                15

              
	
                18.3

              	
                Requirements
                  of Law

              	
                16

              
	
                18.4

              	
                Regulatory
                  Approvals and Listing

              	
                16

              
	
                18.5

              	
                Securities
                  Law Compliance

              	
                16

              
	
                18.6

              	
                Governing
                  Law

              	
                16

              
	
                18.7

              	
                Section
                  409A

              	
                16

              


      



     

     

    
      
        
        

      

      
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    KRISPY
      KREME DOUGHNUTS, INC.

     

    2000
      STOCK INCENTIVE PLAN

     

    ARTICLE
      1.  ESTABLISHMENT,
      PURPOSE, AND DURATION

     

    1.1  Establishment
      of the Plan.  Krispy
      Kreme Doughnuts, Inc., a North Carolina corporation (hereinafter referred to
      as
      the “Company”), hereby establishes a stock option and incentive award plan known
      as the “Krispy Kreme Doughnuts, Inc. 2000 Stock Incentive Plan” (the “Plan”), as
      set forth in this document.  The Plan permits the grant of Incentive
      Stock Options, Nonqualified Stock Options, Restricted Stock, Stock Awards,
      Performance Unit Awards and Stock Appreciation Rights.

     

    The
      Plan
      shall become effective on July 1, 2000 (the “Effective Date”), having been
      approved by the Board of Directors on June 6, 2000, and shall remain in effect
      as provided in Section 1.3.  This Plan reflects all amendments and
      stock splits through and including June 4, 2007.

     

    1.2  Purpose
      of the Plan.  The
      purposes of the Plan are to promote greater stock ownership in the Company
      by
      Employees, Directors, consultants, or other persons who perform services for
      the
      Company and its Parent, Subsidiaries, and affiliates (the “Participants”); to
      more closely link the personal interests of Participants to those of the
      Company’s shareholders; and to provide flexibility to the Company in its ability
      to motivate, attract and retain the services of Participants upon whose
      judgment, interest and special effort the successful conduct of its operation
      largely depends.

     

    1.3  Duration
      of the Plan.  The
      Plan shall commence on the Effective Date, and shall remain in effect, subject
      to the right of the Board of Directors to amend or terminate the Plan at any
      time pursuant to Article 14, until the day prior to the twelfth (12th)
      anniversary of the Effective Date.

     

    ARTICLE
      2.  DEFINITIONS

     

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

     

    
      	
              (a)  

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

            


    

     

    
      	
              (b)  

            	
              “Award”
                means, individually or collectively, a grant under this Plan of Incentive
                Stock Options, Nonqualified Stock Options, Restricted Stock, Stock
                Awards,
                Performance Unit Awards or Stock Appreciation
                Rights.

            


    

     

    
      	
              (c)  

            	
              “Beneficial
                Owner” or “Beneficial Ownership” shall have the meaning
                ascribed to such term in Rule 13d-3 of the General Rules and Regulations
                under the Exchange Act.

            


    

     

    
      	
              (d)  

            	
              “Board”
                or “Board of Directors” means the Board of Directors of the
                Company.

            


    

     

    
      	
              (e)  

            	
              “Cause”
                means:  (i) with respect to the Company or any Subsidiary which
                employs the Participant or for which the Participant primarily performs
                services, the commission by the Participant of an act of fraud,
                embezzlement, theft or proven dishonesty, or any other illegal act
                or
                practice (whether or not resulting in criminal prosecution or conviction),
                or any act or practice which the
                Committee

            


    

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    
      	
               

            	
              shall,
                in good faith, deem to have resulted in the Participant’s becoming
                unbondable under the Company’s or the Subsidiary’s fidelity bond; (ii) the
                willful engaging by the Participant in misconduct which is deemed
                by the
                Committee, in good faith, to be materially injurious to the Company
                or any
                Subsidiary, monetarily or otherwise; or (iii) the willful and continued
                failure or habitual neglect by the Participant to perform his duties
                with
                the Company or the Subsidiary substantially in accordance with the
                operating and personnel policies and procedures of the Company or
                the
                Subsidiary generally applicable to all their employees.  For
                purposes of this Plan, no act or failure to act by the Participant
                shall
                be deemed to be “willful” unless done or omitted to be done by the
                Participant not in good faith and without reasonable belief that
                the
                Participant’s action or omission was in the best interest of the Company
                and/or the Subsidiary.  Notwithstanding the foregoing, if the
                Participant has entered into an employment agreement that is binding
                as of
                the date of employment termination, and if such employment agreement
                defines “Cause,” then the definition of “Cause” in such agreement shall
                apply to the Participant in this Plan.  “Cause” under either
                (i), (ii) or (iii) shall be determined by the
                Committee.

            


    

     

    
      	
              (f)  

            	
              “Code”
                means the Internal Revenue Code of 1986, as amended from time to
                time, or
                any successor act thereto.

            


    

     

    
      	
              (g)  

            	
              “Committee”
                means (i) the committee appointed by the Board to administer the
                Plan with
                respect to grants of Awards, as specified in Article 3; or (ii) in
                the
                absence of such appointment, the Board
                itself.

            


    

     

    
      	
              (h)  

            	
              “Common
                Stock” means the common stock of the Company, no par value per
                share.

            


    

     

    
      	
              (i)  

            	
              “Company”
                means Krispy Kreme Doughnuts, Inc., a North Carolina corporation,
                or any
                successor thereto as provided in Article
                17.

            


    

     

    
      	
              (j)  

            	
              “Corresponding
                SAR” means an SAR that is granted in relation to a particular Option
                and that can be exercised only upon the surrender to the Company,
                unexercised, of that portion of the Option to which the SAR
                relates.

            


    

     

    
      	
              (k)  

            	
              “Director”
                means any individual who is a member of the Board of Directors of
                the
                Company.

            


    

     

    
      	
              (l)  

            	
              “Disability”
                shall have the meaning ascribed to such term in the Company’s long-term
                disability plan covering the Participant, or in the absence of such
                plan,
                a meaning consistent with Section 22(e)(3) of the
                Code.

            


    

     

    
      	
              (m)  

            	
              “Effective
                Date” shall have the meaning ascribed to such term in
                Section 1.1.

            


    

     

    
      	
              (n)  

            	
              “Employee”
                means any employee of the Company or any Parent, Subsidiary, or affiliate
                of the Company.  Directors who are not otherwise employed by the
                Company or a Parent, Subsidiary or affiliate of the Company are not
                considered Employees under this
                Plan.

            


    

     

    
      	
              (o)  

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

            


    

     


    
      
        
        

      

      
        -2-

        
          

        

      

      
        
        

      

    


    
      	
              (p)  

            	
              “Fair
                Market Value” shall be determined as
                follows:

            


    

     

    
      	
              (i)  

            	
              If,
                on the relevant date, the Shares are traded on a national or regional
                securities exchange or on The Nasdaq National Market System (“Nasdaq”) and
                closing sale prices for the Shares are customarily quoted, on the
                basis of
                the closing sale price on the principal securities exchange on which
                the
                Shares may then be traded or, if there is no such sale on the relevant
                date, then on the last previous day on which a sale was
                reported;

            


    

     

    
      	
              (ii)  

            	
              If,
                on the relevant date, the Shares are not listed on any securities
                exchange
                or traded on Nasdaq, but nevertheless are publicly traded and reported
                on
                Nasdaq without closing sale prices for the Shares being customarily
                quoted, on the basis of the mean between the closing bid and asked
                quotations in such other over-the-counter market as reported by Nasdaq;
                but, if there are no bid and asked quotations in the over-the-counter
                market as reported by Nasdaq on that date, then the mean between
                the
                closing bid and asked quotations in the over-the-counter market as
                reported by Nasdaq on the immediately preceding day such bid and
                asked
                prices were quoted; and

            


    

     

    
      	
              (iii)  

            	
              If,
                on the relevant date, the Shares are not publicly traded as described
                in
                (i) or (ii), on the basis of the good faith determination of the
                Committee.

            


    

     

    
      	
              (q)  

            	
              “Incentive
                Stock Option” or “ISO” means an option to purchase Shares
                granted under Article 6 which is designated as an Incentive Stock
                Option
                and is intended to meet the requirements of Section 422 of the
                Code.

            


    

     

    
      	
              (r)  

            	
              “Initial
                Value” means, with respect to a Corresponding SAR, the Option Price
                per share of the related Option, and with respect to an SAR granted
                independently of an Option, the Fair Market Value of one share of
                Common
                Stock on the date of grant.

            


    

     

    
      	
              (s)  

            	
              “Insider”
                shall mean an Employee who is, on the relevant date, an officer or
                a
                director, or a beneficial owner of ten percent (10%) or more of any
                class
                of the Company’s equity securities that is registered pursuant to Section
                12 of the Exchange Act or any successor provision, all as defined
                under
                Section 16 of the Exchange Act.

            


    

     

    
      	
              (t)  

            	
              “Named
                Executive Officer” means a Participant who, as of the date of vesting
                and/or payout of an Award is one of the group of “covered employees,” as
                defined in the regulations promulgated under Code Section 162(m),
                or any
                successor statute.

            


    

     

    
      	
              (u)  

            	
              “Nonqualified
                Stock Option” or “NQSO” means an option to purchase Shares
                granted under Article 6, and which is not intended or otherwise fails
                to
                meet the requirements of Code Section
                422.

            


    

     

    
      	
              (v)  

            	
              “Option”
                means an Incentive Stock Option or a Nonqualified Stock
                Option.

            


    

     

    
      	
              (w)  

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

            


    

     


    
      
        
        

      

      
        -3-

        
          

        

      

      
        
        

      

    


    
      	
              (x)  

            	
              “Parent”
                means a “parent corporation,” whether now or hereafter existing as defined
                in Section 424(e) of the Code.

            


    

     

    
      	
              (y)  

            	
              “Participant”
                means an Employee, Director, consultant or other person who performs
                services for the Company or a Parent, Subsidiary, or affiliate of
                the
                Company, who has been granted an Award under the Plan which is
                outstanding.

            


    

     

    
      	
              (z)  

            	
              “Performance
                Unit Award” means an Award, which, in accordance with the terms of
                Article 9 and the other provisions of the Plan and subject to an
                Agreement, will entitle the Participant, or his estate or beneficiary
                in
                the event of the Participant’s death, to receive cash, Common Stock or a
                combination thereof.

            


    

     

    
      	
              (aa)  

            	
              “Person”
                shall have the meaning ascribed to such term in Section 3(a)(9) of
                the
                Exchange Act and used in Sections 13(d) and 14(d) thereof, including
                a
                “group” as defined in Section 13(d)
                thereof.

            


    

     

    
      	
              (bb)  

            	
              “Plan”
                means this Krispy Kreme Doughnuts, Inc. 2000 Stock Incentive Plan,
                including any amendments thereto.

            


    

     

    
      	
              (cc)  

            	
              “Restricted
                Stock” means an Award of Common Stock (or the right to receive a share
                of Common Stock in the future) granted in accordance with the terms
                of
                Article 8 and the other provisions of the Plan, and which is
                nontransferable and subject to a substantial risk of
                forfeiture.  Shares of Common Stock shall cease to be Restricted
                Stock when, in accordance with the terms hereof and the applicable
                Agreement, they become transferable and free of substantial risk
                of
                forfeiture.

            


    

     

    
      	
              (dd)  

            	
              “Retirement”
                shall mean retiring from employment with the Company or any Subsidiary
                on
                or after attaining age sixty five (65), or pursuant to a policy or
                agreement approved by the Board.

            


    

     

    
      	
              (ee)  

            	
               “SAR”
                means a stock appreciation right that entitles the holder to receive,
                with
                respect to each share of Common Stock encompassed by the exercise
                of such
                SAR, the amount determined by the Committee and specified in an
                Agreement.  In the absence of such specification, the holder
                shall be entitled to receive in cash, with respect to each share
                of Common
                Stock encompassed by the exercise of such SAR, the excess of the
                Fair
                Market Value on the date of exercise over the Initial
                Value.  References to “SARs” include both Corresponding SARs and
                SARs granted independently of Options, unless the context requires
                otherwise.

            


    

     

    
      	
              (ff)  

            	
              “Shares”
                means the shares of Common Stock of the Company (including any new,
                additional or different stock or securities resulting from the changes
                described in Section 4.3).

            


    

     

    
      	
              (gg)  

            	
              “Stock
                Award” means a grant of Shares under Article 8 that is not generally
                subject to restrictions and pursuant to which a certificate for the
                Shares
                is transferred to the Employee.

            


    

     

    
      	
              (hh)  

            	
              “Subsidiary”
                means (i) in the case of an ISO, any company during any period in
                which it
                is a “subsidiary corporation” (as that term is defined in Code Section
                424(f)), and (ii) in the case of all other Awards, in addition to
                a
                “subsidiary corporation” as defined above, a partnership, limited
                liability company, joint

            


    

     


    
      
        
        

      

      
        -4-

        
          

        

      

      
        
        

      

    


    
      	
               

            	
              venture
                or other entity in which the Company controls fifty percent (50%)
                or more
                of the voting power or equity
                interests.

            


    

     

    ARTICLE
      3.  ADMINISTRATION

     

    3.1  The
      Committee.  The
      Plan shall be administered by the Compensation Committee of the Board (or a
      subcommittee thereof), or by any other committee or subcommittee appointed
      by
      the Board that is granted authority to administer the Plan.  The
      members of the Committee shall be appointed from time to time by, and shall
      serve at the discretion of, the Board of Directors.  In the absence of
      any such appointment, the Plan shall be administered by the Board.

     

    3.2  Authority
      of the Committee.  Subject
      to the provisions of the Plan, the Committee shall have full and exclusive
      power
      to select the Participants who shall participate in the Plan (who may change
      from year to year); determine the size and types of Awards; determine the terms
      and conditions of Awards in a manner consistent with the Plan (including
      conditions on the exercisability of all or a part of an Option or SAR,
      restrictions on transferability, vesting provisions on Restricted Stock or
      Performance Unit Awards and the duration of the Awards); construe and interpret
      the Plan and any agreement or instrument entered into under the Plan; establish,
      amend or waive rules and regulations for the Plan’s administration; and (subject
      to the provisions of Article 14) amend the terms and conditions of any
      outstanding Award to the extent such terms and conditions are within the
      discretion of the Committee as provided in the Plan, including accelerating
      the
      time any Option or SAR may be exercised and establishing different terms and
      conditions relating to the effect of the termination of employment or other
      services to the Company.  Further, the Committee shall make all other
      determinations which may be necessary or advisable in the Committee’s opinion
      for the administration of the Plan.  All expenses of administering
      this Plan shall be borne by the Company.

     

    3.3  Decisions
      Binding.  All
      determinations and decisions made by the Committee pursuant to the provisions
      of
      the Plan and all related orders and resolutions of the Board shall be final,
      conclusive and binding on all Persons, including the Company, the shareholders,
      Participants and their estates and beneficiaries.

     

    3.4  Employees
      in Foreign Countries.  The
      Committee shall have the authority to adopt such modifications, procedures,
      appendices and subplans as may be necessary or desirable to comply with
      provisions of the laws of foreign countries in which the Company or any
      Subsidiary may operate to assure the viability of the benefits from Awards
      granted to Employees employed in such countries and to meet the objectives
      of
      the Plan.

     

    3.5  No
      Option or SAR Repricing Without Shareholder Approval.  Except
      as provided in Section 4.4 hereof relating to certain antidilution
      adjustments, unless the approval of shareholders of the Company is obtained,
      Options and SARs issued under the Plan shall not be amended to lower their
      exercise price, Options and SARs issued under the Plan will not be exchanged
      for
      other Options or SARs with lower exercise prices, and no other action shall
      be
      taken with respect to Options or SARs that would be treated as a repricing
      under
      the rules of the principal stock exchange on which the Shares are
      listed.

     

    ARTICLE
      4.  SHARES
      SUBJECT TO THE PLAN

     

    4.1  Number
      of Shares.  Subject
      to adjustments under Section 4.4 below, the maximum number of Shares that may
      be
      delivered to participants and their beneficiaries under the Plan shall be equal
      to the sum of (i) 9,500,000; (ii) any Shares available for future awards under
      the Company’s 1998 Stock Option Plan as of the effective date of this Plan; and
      (iii) any Shares that are

     


    
      
        
        

      

      
        -5-

        
          

        

      

      
        
        

      

    

    represented
      by awards granted under any prior plan of the Company, which are forfeited,
      expire or are canceled without the delivery of Shares or which result in the
      forfeiture of Shares back to the Company.  In addition, any Shares
      delivered under the Plan or any prior plan of the Company which are forfeited
      back to the Company because of the failure to meet an award contingency or
      condition shall again be available for delivery pursuant to new awards granted
      under the Plan.  Any Shares covered by an award (or portion of an
      award) granted under the Plan or any prior plan of the Company, which is
      forfeited or canceled, expires or is settled in cash, including the settlement
      of tax withholding obligations using Shares, shall be deemed not to have been
      delivered for purposes of determining the maximum number of Shares available
      for
      delivery under the Plan.  Likewise, if any stock option is exercised
      by tendering Shares, either actually or by attestation, to the Company as full
      or partial payment for such exercise under this Plan or any prior plan of the
      Company, 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 delivery under the Plan. Further, Shares issued under the Plan
      through the settlement, assumption or substitution of outstanding awards or
      obligations to grant future awards as a condition of or in connection with
      the
      Company acquiring another entity shall not reduce the maximum number of Shares
      available for delivery under the Plan.

     

    4.2  Other
      Plan Limits.  Subject
      to adjustment under Section 4.4, the maximum number of Shares that may be issued
      in connection with ISOs shall be 3,000,000.

     

    4.3  Nonexclusivity
      of the Plan.  This
      Plan shall not be construed as creating any limitation on the power of the
      Board
      to adopt such other incentive arrangements as it may deem desirable, including,
      without limitation, the granting of options and other awards otherwise than
      under the Plan, and such arrangements may be either applicable generally or
      only
      in specific cases.

     

    4.4  Adjustments
      in Authorized Shares.  In
      the event of (i) any change in corporate capitalization, such as a stock split,
      reverse stock split, or stock dividend; (ii) any corporate transaction to which
      Code Section 424(a) applies, or (iii) such other event which in the judgment
      of
      the Committee necessitates an adjustment, such adjustment shall be made in
      the
      maximum number and kind of Shares which may be delivered under the Plan as
      set
      forth in Section 4.1 above, and in the number and kind of and/or price of Shares
      subject to outstanding Awards granted under the Plan or prior plan, to prevent
      dilution or enlargement of rights; provided, however, that the number of Shares
      subject to any Award shall always be a whole number and the Committee shall
      make
      such adjustments as are necessary to insure Awards of whole
      Shares.  Except as expressly provided herein, the issuance by the
      Company of Shares of stock of any class, or securities convertible into Shares
      of stock of any class, shall not affect, and no adjustment by reason thereof
      shall be made with respect to, the number or price of Shares subject to an
      outstanding Award.

     

    ARTICLE
      5.  ELIGIBILITY
      AND PARTICIPATION

     

    Any
      Director or Employee, or any independent contractor, adviser or consultant
      to
      the Company or a Parent, Subsidiary, or affiliate of the Company shall be
      eligible to receive an Award under the Plan.  In determining the
      individuals to whom such an Award shall be granted and the number of Shares
      which may be granted pursuant to that Award, the Committee shall take into
      account the duties of the respective individual, his or her present and
      potential contributions to the success of the Company or a Parent, Subsidiary,
      or affiliate of the Company, and such other factors as the Committee shall
      deem
      relevant in connection with accomplishing the purpose of the Plan.

     


    
      
        
        

      

      
        -6-

        
          

        

      

      
        
        

      

    


    ARTICLE
      6.    STOCK
      OPTIONS

     

    6.1  Grant
      of Options.  Subject
      to the terms and provisions of the Plan, Options may be granted to Participants
      at any time and from time to time as shall be determined by the
      Committee.  The Committee shall have sole discretion in determining
      the number of Shares subject to Options granted to each
      Participant.  An Option may be granted with or without a Corresponding
      SAR.  No Participant may be granted ISOs (under the Plan and all other
      incentive stock option plans of the Company and any Parent or Subsidiary) which
      are first exercisable in any calendar year for Common Stock having an aggregate
      Fair Market Value (determined as of the date an Option is granted) that exceeds
      One Hundred Thousand Dollars ($100,000).  The preceding annual limit
      shall not apply to NQSOs.  The Committee may grant a Participant ISOs,
      NQSOs or a combination thereof, and may vary such Awards among
      Participants.  Subject to adjustments under the principles set forth
      in Section 4.4 above, the maximum number of Shares subject to Options which
      can
      be granted under the Plan during any calendar year to any individual is
      1,000,000 Shares; provided, however, that to the extent that the maximum number
      of Shares is not granted to a Participant in a calendar year, such amount may
      be
      carried over into subsequent years.

     

    6.2  Agreement.  Each
      Option grant shall be evidenced by an Agreement that shall specify the Option
      Price, the duration of the Option, the number of Shares to which the Option
      pertains and such other provisions as the Committee shall
      determine.  The Option Agreement shall further specify whether the
      Award is intended to be an ISO or an NQSO.  Any portion of an Option
      that is not designated as an ISO or otherwise fails or is not qualified as
      an
      ISO (even if designated as an ISO) shall be a NQSO.  If the Option is
      granted in connection with a Corresponding SAR, the Agreement shall also specify
      the terms that apply to the exercise of the Option and Corresponding
      SAR.  The Committee may provide in the Option Agreement for transfer
      restrictions, repurchase rights, vesting requirements and other limitations
      on
      the Shares to be issued pursuant to the exercise of an Option.

     

    6.3  Option
      Price.  The
      Option Price shall not be less than one hundred percent (100%) of the Fair
      Market Value of a Share on the date the Option is granted.  In no
      event, however, shall any Participant who owns (within the meaning of Section
      424(d) of the Code) stock of the Company possessing more than ten percent (10%)
      of the total combined voting power of all classes of stock of the Company be
      eligible to receive an ISO at an Option Price less than one hundred ten percent
      (110%) of the Fair Market Value of a Share on the date the ISO is
      granted.  The Committee is authorized to issue Options, whether ISOs
      or NQSOs, at an Option Price in excess of the Fair Market Value on the date
      the
      Option is granted (the so-called “Premium Price” Option) to encourage superior
      performance.

     

    6.4  Duration
      of Options.  Each
      Option shall expire at such time as the Committee shall determine at the time
      of
      grant; provided, however, that no Option shall be exercisable later than the
      tenth (10th) anniversary date of its grant; provided, further, however, that
      any
      ISO granted to any Participant who at such time owns (within the meaning of
      Section 424(d) of the Code) stock of the Company possessing more than ten
      percent (10%) of the total combined voting power of all classes of stock of
      the
      Company, shall not be exercisable later than the fifth (5th) anniversary date
      of
      its grant.

     

    6.5  Exercise
      of Options.  Options
      granted under the Plan shall be exercisable at such times and be subject to
      such
      restrictions and conditions as the Committee shall in each instance approve,
      including conditions related to the employment of or provision of services
      by
      the Participant with the Company or any Parent, Subsidiary or other entity,
      which need not be the same for each grant or for each
      Participant.  Each Option shall be exercisable for such number of
      Shares and at such time or times, including periodic installments, as may be
      determined by the Committee at the time of the grant.  The Committee
      may provide in the Agreement for automatic accelerated vesting and other rights
      upon the occurrence of a Change in Control (as defined in Section 13.1) of
      the
      Company or upon the occurrence of other events as specified in the
      Agreement.  Except as otherwise provided in the Agreement
      and

     


    
      
        
        

      

      
        -7-

        
          

        

      

      
        
        

      

    


    Article 13,
      the right to purchase Shares that are exercisable in periodic installments
      shall
      be cumulative so that when the right to purchase any Shares has accrued, such
      Shares or any part thereof may be purchased at any time thereafter until the
      expiration or termination of the Option.  The exercise or partial
      exercise of either an Option or its Corresponding SAR shall result in the
      termination of the other to the extent of the number of Shares with respect
      to
      which the Option or Corresponding SAR is exercised.

     

    6.6  Payment.  Options
      shall be exercised by the delivery of a written notice of exercise to the
      Company, setting forth the number of Shares with respect to which the Option
      is
      to be exercised, accompanied by full payment for the Shares.  The
      Option Price upon exercise of any Option shall be payable to the Company in
      full, either: (a) in cash, (b) in cash equivalent approved by the Committee,
      (c)
      if approved by the Committee, by tendering previously acquired Shares (or
      delivering a certification of ownership of such Shares) having an aggregate
      Fair
      Market Value at the time of exercise equal to the total Option Price (provided
      that the Shares which are tendered and which were acquired directly from the
      Company must have been held by the Participant for a period of at least six
      months unless otherwise provided by the Committee), or (d) if approved by the
      Committee, by a combination of (a), (b) and (c).  The Committee also
      may allow cashless exercises as permitted under Federal Reserve Board’s
      Regulation T, subject to applicable securities law restrictions, or by any
      other
      means which the Committee determines to be consistent with the Plan’s purpose
      and applicable law.  The Company may, in its discretion, make a loan
      to the Participant for purposes of permitting the Participant to exercise an
      Option and to pay any withholding taxes in connection with the exercise of
      the
      Option.  Such loan shall be on such terms and conditions as may be
      determined by the Company.  As soon as practicable after receipt of a
      written notification of exercise and full payment, the Company shall deliver
      to
      the Participant, in the Participant’s name, Share certificates in an appropriate
      amount based upon the number of Shares purchased under the Option(s), and may
      place appropriate legends on the certificates representing such
      Shares.

     

    6.7  Transferability.

     

    
      	
              (a)  

            	
              To
                Immediate Family and Related Entities.  A Participant may
                transfer an Option granted hereunder, including, but not limited
                to,
                transfers to members of his or her Immediate Family (as defined below),
                to
                one or more trusts for the benefit of such Immediate Family members,
                to
                one or more partnerships where such Immediate Family members are
                the only
                partners, or to one or more limited liability companies (or similar
                entities) where such Immediate Family Members are the only members
                or
                beneficial owners of the entity, if (i) the Participant does not
                receive
                any consideration in any form whatsoever for such transfer, (ii)
                such
                transfer is permitted under applicable tax laws, and (iii) if the
                Participant is an Insider, such transfer is permitted under Rule
                16b-3 of
                the Exchange Act as in effect from time to time.  For purposes
                hereof, “Immediate Family” shall mean the Participant and the
                Participant’s spouse, children and
                grandchildren.

            


    

     

    
      	
              (b)  

            	
              Transfers
                Incident to Divorce.  A Participant may transfer a
                nonqualified stock option granted hereunder to a former spouse incident
                to
                such Participant’s divorce from the former
                spouse.

            


    

     

    
      	
              (c)  

            	
              Conditions.  Any
                Option transferred pursuant to this Section 6.7 shall continue to
                be
                subject to the same terms and conditions in the hands of the transferee
                as
                were applicable to such Option immediately prior to the transfer
                thereof.  Any reference in any such Agreement to the employment
                by or performance of services for the Company by the Participant
                shall
                continue to refer to the employment of, or performance by, the
                transferring Participant.  Any Option
                that

            


    

     


    
      
        
        

      

      
        -8-

        
          

        

      

      
        
        

      

    


    
      	
               

            	
              is
                granted pursuant to any Agreement that did not initially expressly
                allow
                the transfer of said Option and that has not been amended to expressly
                permit such transfer, shall not be transferable by the Participant
                other
                than by will or by the laws of descent and distribution and such
                Option
                thus shall be exercisable in the Participant’s lifetime only by the
                Participant.

            


    

     

    6.8  Shareholder
      Rights.  No
      Participant shall have any rights as a Shareholder with respect to Shares
      subject to his Option until the issuance of such Shares to the Participant
      pursuant to the exercise of such Option.

     

    ARTICLE
      7.  STOCK
      APPRECIATION RIGHTS

     

    7.1  Grants
      of SARs.  The
      Committee shall designate Participants to whom SARs are granted, and will
      specify the number of Shares of Common Stock subject to each
      grant.  An SAR may be granted with or without a related
      Option.  All SARs granted under this Plan shall be subject to an
      Agreement in accordance with the terms of this Plan.  A payment to the
      Participant upon the exercise of a Corresponding SAR may not be more than the
      difference between the Fair Market Value of the Shares subject to the Option
      on
      the date of grant and the Fair Market Value of the Shares on the date of
      exercise of the Corresponding SAR.  Subject to adjustments under the
      principles set forth in Section 4.4 above, the maximum number of Shares subject
      to SARs which can be granted under the Plan during any calendar year to any
      individual is 1,000,000 Shares; provided, however, that to the extent that
      the
      maximum number of Shares is not granted to a Participant in a calendar year,
      such amount may be carried over into subsequent years.

     

    7.2  Duration
      of SARs.  The
      duration of an SAR shall be set forth in the Agreement as determined by the
      Committee; provided, however, that no SAR shall be exercisable later than the
      tenth (10th) anniversary date of its grant.  An SAR that is granted as
      a Corresponding SAR shall have the same duration as the Option to which it
      relates.  An SAR shall terminate due to the Participant’s termination
      of employment at the same time as the date specified in Article 6 with respect
      to Options, regardless of whether the SAR was granted in connection with the
      grant of an Option.

     

    7.3  Exercise
      of SAR.  An
      SAR may be exercised in whole at any time or in part from time to time and
      at
      such times and in compliance with such requirements as the Committee shall
      determine as set forth in the Agreement; provided, however, that a Corresponding
      SAR that is related to an Incentive Stock Option may be exercised only to the
      extent that the related Option is exercisable and only when the Fair Market
      Value of the Shares exceeds the Option Price of the related ISO.  An
      SAR granted under this Plan may be exercised with respect to any number of
      whole
      Shares less than the full number of Shares for which the SAR could be
      exercised.  A partial exercise of an SAR shall not affect the right to
      exercise the SAR from time to time in accordance with this Plan and the
      applicable Agreement with respect to the remaining Shares subject to the
      SAR.  The exercise of either an Option or Corresponding SAR shall
      result in the termination of the other to the extent of the number of Shares
      with respect to which the Option or its Corresponding SAR is
      exercised.

     

    7.4  Determination
      of Payment of Cash and/or Common Stock Upon Exercise of
SAR.  At
      the Committee’s discretion, the amount payable as a result of the exercise of an
      SAR may be settled in cash, Common Stock, or a combination of cash and Common
      Stock.  A fractional Share shall not be deliverable upon the exercise
      of an SAR, but a cash payment shall be made in lieu thereof.

     

    7.5  Nontransferability.  Each
      SAR granted under the Plan shall be nontransferable except by will or by the
      laws of descent and distribution.  During the lifetime of the
      Participant to whom the SAR is granted, the SAR may be exercised only by the
      Participant.  No right or interest of a

     


    
      
        
        

      

      
        -9-

        
          

        

      

      
        
        

      

    


    Participant
      in any SAR shall be liable for, or subject to any lien, obligation or liability
      of such Participant.  A Corresponding SAR shall be subject to the same
      restrictions on transfer as the ISO to which it
      relates.  Notwithstanding the foregoing, if the Agreement so provides,
      a Participant may transfer an SAR (other than a Corresponding SAR that relates
      to an Incentive Stock Option) under the same rules and conditions as are set
      forth in Section 6.7.

     

    7.6  Shareholder
      Rights.  No
      Participant shall have any rights as a Shareholder with respect to Shares
      subject to an SAR until the issuance of Shares (if any) to the Participant
      pursuant to the exercise of such SAR.

     

    ARTICLE
      8.  RESTRICTED
      STOCK; STOCK AWARDS

     

    8.1  Grants.  The
      Committee may from time to time in its discretion grant Restricted Stock and
      Stock Awards to Participants and may determine the number of Shares of
      Restricted Stock or Stock Awards to be granted.  The Committee shall
      determine the terms and conditions of, and the amount of payment, if any, to
      be
      made by the Participant for such Shares or Restricted Stock.  A grant
      of Restricted Stock may, in addition to other conditions, require the
      Participant to pay for such Shares of Restricted Stock, but the Committee may
      establish a price below Fair Market Value at which the Participant can purchase
      the Shares of Restricted Stock.  Each grant of Restricted Stock shall
      be evidenced by an Agreement containing terms and conditions not inconsistent
      with the Plan as the Committee shall determine to be appropriate in its sole
      discretion.  Subject to adjustments under the principles set forth in
      Section 4.4 above, the maximum number of Shares of Restricted Stock which can
      be
      granted under the Plan during any calendar year to any individual, if such
      grant
      is intended to comply with Code Section 162(m), is 300,000 Shares.

     

    8.2  Restricted
      Period; Lapse of Restrictions.  At
      the time a grant of Restricted Stock is made, the Committee shall establish
      a
      period or periods of time (the “Restricted Period”) applicable to such grant
      which, unless the Committee otherwise provides, shall not be less than three
      years in the aggregate.  Subject to the other provisions of this
      Article 8, at the end of the Restricted Period all restrictions shall lapse
      and
      the Restricted Stock shall vest in the Participant.  At the time a
      grant is made, the Committee may, in its discretion, prescribe conditions for
      the incremental lapse of restrictions during the Restricted Period and for
      the
      lapse or termination of restrictions upon the occurrence of other conditions
      in
      addition to or other than the expiration of the Restricted Period with respect
      to all or any portion of the Restricted Stock.  Such conditions may,
      but need not, include the following:

     

    
      	
              (a)  

            	
              The
                death, Disability or Retirement of the Employee to whom Restricted
                Stock
                is granted, or

            


    

     

    
      	
              (b)  

            	
              The
                occurrence of a Change in Control of the
                Company.

            


    

     

    The
      Committee may also, in its discretion, shorten or terminate the Restricted
      Period, or waive any conditions for the lapse or termination of restrictions
      with respect to all or any portion of the Restricted Stock at any time after
      the
      date the grant is made.

     

    8.3  Rights
      of Holder; Limitations Thereon.  Upon
      a grant of Restricted Stock, a stock certificate (or certificates) representing
      the number of Shares of Restricted Stock granted to the Participant may be
      registered in the Participant’s name and held in custody by the Company or a
      bank selected by the Committee for the Participant’s
      account.  Following such registration, the Participant shall have the
      rights and privileges of a Shareholder as to such Restricted Stock, including
      the right to receive dividends, if and when declared by the Board of Directors,
      and to vote such Restricted Stock, except that the right to receive cash
      dividends shall be the right to receive such dividends either in cash currently
      or

     


    
      
        
        

      

      
        -10-

        
          

        

      

      
        
        

      

    


    by
      payment in Restricted Stock, as the Committee shall determine, and except
      further that, the following restrictions shall apply:

     

    
      	
              (a)  

            	
              The
                Participant shall not be entitled to delivery of a certificate until
                the
                expiration or termination of the Restricted Period for the Shares
                represented by such certificate and the satisfaction of any and all
                other
                conditions prescribed by the
                Committee;

            


    

     

    
      	
              (b)  

            	
              None
                of the Shares of Restricted Stock may be sold, transferred, assigned,
                pledged, or otherwise encumbered or disposed of during the Restricted
                Period and until the satisfaction of any and all other conditions
                prescribed by the Committee; and

            


    

     

    
      	
              (c)  

            	
              In
                the event of the forfeiture of any Shares of Restricted Stock, such
                forfeited Shares shall be transferred to the Company without further
                action by the Participant and shall, in accordance with Section 4.1,
                again
                be available for grant under the Plan.  If the Participant paid
                any amount for the Shares of Restricted Stock that are forfeited,
                the
                Company shall pay the Participant the lesser of the Fair Market Value
                of
                the Shares on the date they are forfeited or the amount paid by the
                Participant.

            


    

     

    With
      respect to any Shares received as a result of adjustments under Section 4.4
      hereof and any Shares received with respect to cash dividends declared on
      Restricted Stock, the Participant shall have the same rights and privileges,
      and
      be subject to the same restrictions, as are set forth in this
      Article 8.

     

    8.4  Delivery
      of Unrestricted Shares.  Upon
      the expiration or termination of the Restricted Period for any Shares of
      Restricted Stock and the satisfaction of any and all other conditions prescribed
      by the Committee, the restrictions applicable to such Shares of Restricted
      Stock
      shall lapse and a stock certificate for the number of Shares of Restricted
      Stock
      with respect to which the restrictions have lapsed shall be delivered, free
      of
      all such restrictions except any that may be imposed by law, a Shareholders’
agreement or any other agreement, to the holder of the Restricted
      Stock.  The Company shall not be required to deliver any fractional
      Share but will pay, in lieu thereof, the Fair Market Value (determined as of
      the
      date the restrictions lapse) of such fractional Share to the holder
      thereof.  Concurrently with the delivery of a certificate for
      Restricted Stock, the holder shall be required to pay an amount necessary to
      satisfy any applicable federal, state and local tax requirements as set out
      in
      Article 15 below.

     

    8.5  Nonassignability
      of Restricted Stock.  Unless
      the Committee provides otherwise in the Agreement, no grant of, nor any right
      or
      interest of a Participant in or to, any Restricted Stock, or in any instrument
      evidencing any grant of Restricted Stock under the Plan, may be assigned,
      encumbered or transferred except, in the event of the death of a Participant,
      by
      will or the laws of descent and distribution.

     

    ARTICLE
      9.  PERFORMANCE
      UNIT AWARDS

     

    9.1  Award.  The
      Committee may designate Participants to whom Performance Unit Awards will be
      granted from time to time for no consideration and specify the number of Shares
      of Common Stock covered by the Award.  Subject to adjustment under the
      principles set forth in Section 4.4 above, the maximum number of Shares subject
      for Performance Units which can be granted under the Plan during any calendar
      year to any individual is 300,000 Shares (or the fair market value
      thereof).

     


    
      
        
        

      

      
        -11-

        
          

        

      

      
        
        

      

    


                   
      9.2    Earning the
      Award.  A
      Performance Unit Award, or portion thereof, will be earned, and the Participant
      will be entitled to receive Common Stock, a cash payment or a combination
      thereof, only upon the achievement by the Participant, the Company, or a Parent
      or Subsidiary of such performance objectives as the Committee, in its
      discretion, shall prescribe on the date of grant.

     

    The
      Committee may in determining whether performance targets have been met adjust
      the Company’s financial results to exclude the effect of unusual charges or
      income items or other events, including acquisitions or dispositions of
      businesses or assets, restructurings, reductions in force, currency fluctuations
      or changes in accounting, which are distortive of financial results (either
      on a
      segment or consolidated basis).  In addition, the Committee will
      adjust its calculations to exclude the effect on financial results of changes
      in
      the Code or other tax laws, or the regulations relating thereto.

     

    9.3  Payment.  In
      the discretion of the Committee, the amount payable when a Performance Unit
      Award is earned may be settled in cash, by the grant of Common Stock or a
      combination of cash and Common Stock.  The aggregate Fair Market Value
      of the Common Stock received by the Participant pursuant to a Performance Unit
      Award, together with any cash paid to the Participant, shall be equal to the
      aggregate Fair Market Value, on the date the Performance Units are earned,
      of
      the number of Shares of Common Stock equal to each Performance Unit
      earned.  A fractional Share will not be deliverable when a Performance
      Unit Award is earned, but a cash payment will be made in lieu
      thereof.

     

    9.4  Shareholder
      Rights.  No
      Participant shall have, as a result of receiving a Performance Unit Award,
      any
      rights as a Shareholder until and to the extent that the Performance Units
      are
      earned and Common Stock is transferred to such Participant.  If the
      Agreement so provides, a Participant may receive a cash payment equal to the
      dividends that would have been payable with respect to the number of Shares
      of
      Common Stock covered by the Award between (a) the date that the Performance
      Units are awarded and (b) the date that a transfer of Common Stock to the
      Participant, cash settlement, or combination thereof is made pursuant to the
      Performance Unit Award.  A Participant may not sell, transfer, pledge,
      exchange, hypothecate, or otherwise dispose of a Performance Unit Award or
      the
      right to receive Common Stock thereunder other than by will or the laws of
      descent and distribution.  After a Performance Unit Award is earned
      and paid in Common Stock, a Participant will have all the rights of a
      Shareholder with respect to the Common Stock so awarded; provided that the
      restrictions of any Shareholders’ agreement or other agreement shall, if
      applicable, continue to apply.

     

    ARTICLE
      10.  BENEFICIARY
      DESIGNATION

     

    To
      the
      extent applicable, each Participant under the Plan may, from time to time,
      name
      any beneficiary or beneficiaries (who may be named contingently or successively)
      to whom any benefit under the Plan is to be paid in case of his or her death
      before he or she receives any or all of such benefit.  Each such
      designation shall revoke all prior designations by the same Participant, shall
      be in a form prescribed by the Company and shall be effective only when filed
      by
      the Participant, in writing, with the Company during the Participant’s
      lifetime.  In the absence of any such designation, benefits remaining
      unpaid at the Participant’s death shall be paid to the Participant’s
      estate.  If required, the spouse of a married Participant domiciled in
      a community property jurisdiction shall join in any designation of a beneficiary
      or beneficiaries other than the spouse.

     

    ARTICLE
      11.  DEFERRALS

     

    The
      Committee may permit a Participant to defer to another plan or program such
      Participant’s receipt of Shares or cash that would otherwise be due to such
      Participant by virtue of any

     


    
      
        
        

      

      
        -12-

        
          

        

      

      
        
        

      

    


    Award.  If
      any such deferral election is required or permitted, the Committee shall, in
      its
      sole discretion, establish rules and procedures for such payment
      deferrals.

     

    ARTICLE
      12.  RIGHTS
      OF
      PARTICIPANTS

     

    12.1  Employment.  Nothing
      in the Plan shall interfere with or limit in any way the right of the Company
      or
      a Parent, Subsidiary, or affiliate of the Company to terminate any Participant’s
      employment by, or performance of services for, the Company or any Parent,
      Subsidiary, or affiliate of the Company at any time, nor confer upon any
      Participant any right to continue in the employ or service of the Company or
      a
      Parent, Subsidiary, or affiliate of the Company.  For purposes of the
      Plan, transfer of employment of a Participant between the Company and any one
      of
      its affiliates (or between affiliates) shall not be deemed a termination of
      employment.

     

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

     

    ARTICLE
      13.  CHANGE
      IN
      CONTROL

     

    13.1  Definition.  For
      purposes of the Plan, a “Change in Control” means any of the following
      events:

     

    
      	
              (a)  

            	
              The
                acquisition (other than from the Company) by any Person of Beneficial
                Ownership of fifty percent (50%) or more of the combined voting power
                of
                the Company’s then outstanding voting securities; provided, however, that
                for purposes of this Section 13.1, Person shall not include any person
                who
                on the date hereof owns 25% or more of the Company’s outstanding
                securities, and a Change in Control shall not be deemed to occur
                solely
                because fifty percent (50%) or more of the combined voting power
                of the
                Company’s then outstanding securities is acquired by (i) a trustee or
                other fiduciary holding securities under one or more employee benefit
                plans maintained by the Company or any of its subsidiaries, or (ii)
                any
                corporation, which, immediately prior to such acquisition, is owned
                directly or indirectly by the Shareholders of the Company in the
                same
                proportion as their ownership of stock in the Company immediately
                prior to
                such acquisition.

            


    

     

    
      	
              (b)  

            	
              Approval
                by Shareholders of the Company of (1) a merger or consolidation involving
                the Company if the Shareholders of the Company, immediately before
                such
                merger or consolidation do not, as a result of such merger or
                consolidation, own, directly or indirectly, more than fifty percent
                (50%)
                of the combined voting power of the then outstanding voting securities
                of
                the corporation resulting from such merger or consolidation in
                substantially the same proportion as their ownership of the combined
                voting power of the voting securities of the Company outstanding
                immediately before such merger or consolidation, or (2) a complete
                liquidation or dissolution of the Company, or (3) an agreement for
                the
                sale or other disposition of all or substantially all of the assets
                of the
                Company.

            


    

     

    
      	
              (c)  

            	
              A
                change in the composition of the Board such that the individuals
                who, as
                of the Effective Date, constitute the Board (such Board shall be
                hereinafter referred to as the “Incumbent Board”) cease for any reason to
                constitute at least a majority of the Board; provided, however, for
                purposes of this Section 13.1 that any individual who becomes a member
                of
                the Board subsequent to the Effective
                Date

            


    

     


    
      
        
        

      

      
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              whose
                election, or nomination for election by the Company’s Shareholders, was
                approved by a vote of at least a majority of those individuals who
                are
                members of the Board and who were also members of the Incumbent Board
                (or
                deemed to be such pursuant to this proviso) shall be considered as
                though
                such individual were a member of the Incumbent Board; but, provided,
                further, that any such individual whose initial assumption of office
                occurs as a result of either an actual or threatened election contest
                (as
                such terms are used in Rule 14a-11 of Regulation 14A promulgated
                under the
                Exchange Act, including any successor to such Rule), or other actual
                or
                threatened solicitation of proxies or consents by or on behalf of
                a Person
                other than the Board, shall not be so considered as a member of the
                Incumbent Board.

            


    

     

    ARTICLE
      14.  AMENDMENT,
      MODIFICATION AND TERMINATION

     

    14.1  Amendment,
      Modification and Termination.  The
      Board may, at any time and from time to time, alter, amend, suspend or terminate
      the Plan in whole or in part; provided, that, unless approved by the holders
      of
      a majority of the total number of Shares of the Company represented and voted
      at
      a meeting at which a quorum is present, no amendment shall be made to the Plan
      if such amendment would (a) materially modify the eligibility requirements
      provided in Article 5; (b) increase the total number of Shares which may be
      granted under the Plan (except as provided in Section 4.4); (c) extend the
      term
      of the Plan; or (d) amend the Plan in any other manner which the Board, in
      its
      discretion, determines should become effective only if approved by the
      Shareholders even if such Shareholder approval is not expressly required by
      the
      Plan or by law.

     

    14.2  Awards
      Previously Granted.  No
      termination, amendment or modification of the Plan shall adversely affect in
      any
      material way any Award previously granted under the Plan, without the written
      consent of the Participant holding such Award.  The Committee shall,
      with the written consent of the Participant holding such Award, have the
      authority to cancel Awards outstanding and grant replacement Awards
      therefor.

     

    14.3  Compliance
      With Code Section 162(m).  At
      all times when the Committee determines that compliance with Code Section 162(m)
      is required or desired, all Awards granted under this Plan to Named Executive
      Officers shall comply with the requirements of Code
      Section 162(m).  In addition, in the event that changes are made
      to Code Section 162(m) to permit greater flexibility with respect to any Award
      or Awards under the Plan, the Committee may, subject to this Article 14, make
      any adjustments it deems appropriate.

     

    The
      vesting of any Restricted Stock Award granted pursuant to Section 8 above may,
      and the payment of any Performance Unit granted pursuant to Section 9 above
      shall, be made only upon certification by the Committee of the attainment,
      over
      a performance period established by the Committee, of any one or more
      quantifiable performance targets, which have been established by the
      Committee.  Such targets may be either absolute or relative and shall
      be based on earnings, earnings per share, earnings before interest, taxes and
      depreciation and amortization, growth in earnings per share, achievement of
      annual operating profit plans, operating profit margin, return on equity
      performance, total shareholder return, stock price, system-wide sales, customer
      satisfaction, store income as a percentage of sales, comparable store sales
      growth, number of new store operating weeks, achievement of new store sales
      standards, EBITDA, return on assets, general administrative expenses as a
      percentage of revenue, or aging of accounts receivable.  The specific
      performance targets for each participating executive officer shall be
      established in writing by the Committee within 90 days after the commencement
      of
      the fiscal year (or within such other time period as may be required by Section
      162(m) of the Internal Revenue Code) to which the performance target
      relates.  The performance target shall be established in such
      a

     


    
      
        
        

      

      
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    manner
      that a third party having knowledge of the relevant facts could determine
      whether the performance goal has been met.

     

    ARTICLE
      15.  WITHHOLDING

     

    15.1  Tax
      Withholding.  The
      Company shall have the power and the right to deduct or withhold, or require
      a
      Participant to remit to the Company, an amount sufficient to satisfy federal,
      state and local taxes (including the Participant’s FICA obligation) required by
      law to be withheld with respect to any taxable event arising in connection
      with
      an Award under this Plan.

     

    15.2  Share
      Withholding.  With
      respect to withholding required upon the exercise of Options, or upon any other
      taxable event arising as a result of Awards granted hereunder which are to
      be
      paid in the form of Shares, Participants may elect, subject to the approval
      of
      the Committee, to satisfy the withholding requirement, in whole or in part,
      by
      having the Company withhold Shares having a Fair Market Value on the date the
      tax is to be determined equal to the minimum statutory total tax which could
      be
      imposed on the transaction.  In addition, Participants may elect,
      subject to the approval of the Committee, to satisfy tax withholding
      requirements by tendering Common Stock to the Company.  All elections
      shall be irrevocable, made in writing, signed by the Participant, and elections
      by Insiders shall additionally comply with all legal requirements applicable
      to
      Share transactions by such Participants.

     

    ARTICLE
      16.  INDEMNIFICATION

     

    Each
      person who is or shall have been a member of the Committee, or the Board, shall
      be indemnified and held harmless by the Company against and from any loss,
      cost,
      liability or expense that may be imposed upon or reasonably incurred by him
      or
      her in connection with or resulting from any claim, action, suit or proceeding
      to which he or she may be a party or in which he or she may be involved by
      reason of any action taken or failure to act under the Plan and against and
      from
      any and all amounts paid by him or her in settlement thereof, with the Company’s
      approval, or paid by him or her in satisfaction of any judgment in any such
      action, suit or proceeding against him or her, provided he or she shall give
      the
      Company an opportunity, at its own expense, to handle and defend the same before
      he or she undertakes to handle and defend it on his or her own
      behalf.  The foregoing right of indemnification shall be in addition
      to any other rights of indemnification to which such persons may be entitled
      under the Company’s Articles of Incorporation or Bylaws, as a matter of law, or
      otherwise, or any power that the Company may have to indemnify them or hold
      them
      harmless.

     

    ARTICLE
      17.  SUCCESSORS

     

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

     

    ARTICLE
      18.  LEGAL
      CONSTRUCTION

     

    18.1  Gender
      and Number.  Except
      where otherwise indicated by the context, any masculine term used herein shall
      also include the feminine; the plural shall include the singular and the
      singular shall include the plural.

     

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

     


    
      
        
        

      

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

     

    18.4  Regulatory
      Approvals and Listing.  The
      Company shall not be required to issue any certificate or certificates for
      Shares under the Plan prior to (i) obtaining any approval from any governmental
      agency which the Company shall, in its discretion, determine to be necessary
      or
      advisable, (ii) the admission of such Shares to listing on any national
      securities exchange or Nasdaq on which the Company’s Shares may be listed, and
      (iii) the completion of any registration or other qualification of such Shares
      under any state or federal law or ruling or regulation of any governmental
      body
      which the Company shall, in its sole discretion, determine to be necessary
      or
      advisable.

     

    To
      the
      extent applicable, if required by the then-current Section 16 of the Exchange
      Act, any “derivative security” or “equity security” offered pursuant to the Plan
      to any Insider may not be sold or transferred for at least six (6) months after
      the date of grant of such Award.  The terms “equity security” and
“derivative security” shall have the meanings ascribed to them in the
      then-current Rule 16(a) under the Exchange Act.

     

    18.5  Securities
      Law Compliance.  To
      the extent applicable, with respect to Insiders, transactions under this Plan
      are intended to comply with all applicable conditions of Rule 16b-3 or its
      successors under the Exchange Act.  To the extent any provisions of
      the Plan or action by the Committee fails to so comply, it shall be deemed
      null
      and void, to the extent permitted by law and deemed advisable by the
      Committee.

     

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

     

    18.7  Section
      409A.  It
      is intended that the Plan and Awards issued hereunder will comply with Section
      409A of the Code (and any regulations and guidelines issued thereunder) to
      the
      extent the Awards are subject thereto, and the Plan and such Awards shall be
      interpreted on a basis consistent with such intent.  The Plan and any
      Award Agreements issued thereunder may be amended in any respect deemed by
      the
      Board or the Committee to be necessary in order to preserve compliance with
      Section 409A of the Code.

     


    
      
        
        

      

      
        -16-