Exhibit
10.9


Amended and Restated as of
June 11, 2007


AMC ENTERTAINMENT HOLDINGS, INC.


AMENDED AND RESTATED 2004 STOCK OPTION PLAN


(F/K/A


THE 2004 STOCK OPTION PLAN


OF


MARQUEE
HOLDINGS INC.)


AMC Entertainment Holdings,
Inc. a Delaware corporation (the “Company”), hereby adopts this Amended
and Restated 2004 Stock Option Plan (f/k/a the 2004 Stock Option Plan of
Marquee Holdings Inc.), originally adopted by Marquee Holdings Inc. on December
22, 2004 and previously amended by Marquee Holdings Inc. on November 7,
2006.  The purposes of this Plan are as follows:


(1)                                   To further the growth, development and
financial success of the Company and its Plan Subsidiaries (as defined herein),
by providing additional incentives to Employees, Consultants and Non-Employee
Directors (as such terms are defined below) of the Company and its Plan
Subsidiaries who have been or will be given responsibility for the management
or administration of the Company’s (or one of its Plan Subsidiaries’) business
affairs, by assisting them to become owners of Common Stock, thereby benefiting
directly from the growth, development and financial success of the Company and
its Plan Subsidiaries.


(2)                                   To enable the Company (and its Plan
Subsidiaries) to obtain and retain the services of the type of professional,
technical and managerial Employees, Consultants and Non-Employee Directors
considered essential to the long-range success of the Company (and its Plan
Subsidiaries) by providing and offering them an opportunity to become owners of
Common Stock under Options, including, in the case of certain employees,
Options that are intended to qualify as “incentive stock options” under
Section 422 of the Code (as defined herein).


ARTICLE I.


DEFINITIONS


Whenever the following terms
are used in this Plan, they shall have the meaning specified below unless the
context clearly indicates to the contrary.  The singular pronoun shall
include the plural where the context so indicates.


Section 1.1                                      “Affiliate”
shall mean, with respect to any specified Person:


(a)                                   any other Person
directly or indirectly controlling or controlled by or under direct or indirect
common control with such specified Person; or


(b)                                   any other Person
that owns, directly or indirectly, 10% or more of such Person’s Capital Stock
or any officer or director of any such Person or other Person or with respect
to any natural Person, any person having a relationship with such Person by
blood, marriage or adoption not more remote than first cousin.


For the purposes of this definition, “control” when
used with respect to any specified Person means the power to direct the
management and policies of such Person, directly or indirectly, whether through
the ownership of voting securities, by contract or otherwise; and the terms “controlling”
and “controlled” have meanings correlative to the foregoing.











Section 1.2                                    “AMCE”
shall mean AMC Entertainment Inc., a Delaware corporation.


Section 1.3                                    “Apollo”
shall mean Apollo Management V, L.P., a Delaware limited partnership.


Section 1.4                                    “Apollo Group”
shall mean (i) Apollo; (ii) the Apollo Holders; and (iii) any Affiliate of
Apollo (including the Apollo Holders).


Section 1.5                                    “Apollo
Holders” shall mean Apollo Investment Fund V, L.P. (“AIF V”), Apollo
Overseas Partners V, L.P. (“AOP V”), Apollo Netherlands Partners V (A), L.P. (“Apollo
Netherlands A”), Apollo Netherlands Partners V (B), L.P. (“Apollo Netherlands B”),
and Apollo German Partners V GmbH & Co KG (“Apollo German Partners”) and
any other partnership or entity affiliated with and managed by Apollo or its Affiliates
to which AIF V, AOP V, Apollo Netherlands A, Apollo Netherlands B, or Apollo
German Partners assigns any of their respective interests in the Company.


Section 1.6                                    “Apollo
Investors” shall mean, collectively, AIF V, AOP V, Apollo Netherlands A, Apollo
Netherlands B and Apollo German Partners.


Section 1.7                                    “Board”
shall mean the Board of Directors of the Company.


Section 1.8                                    “Capital Stock”
of any Person shall mean any and all shares, interest, participations or other
equivalents (however designated) of such Person’s capital stock, including
preferred stock, any rights (other than debt securities convertible into
capital stock), warrants or options to acquire such capital stock, whether
outstanding as of the Effective Time or issued thereafter.


Section 1.9                                    “Change of
Control” shall mean the occurrence of, after the Effective Date, any of the
following events:


(a)                                   any “person” or “group”
as such terms are used in Sections 13(d) and 14(d) of the Exchange Act other
than one or more Permitted Holders is or becomes the “beneficial owner” (as
defined in Rules 13d-3 and 13d-5 under the Exchange Act, except that such
person or group shall be deemed to have “beneficial ownership” of all shares
that any such person or group has the right to acquire, whether such right is
exercisable immediately or only after the passage of time), directly or
indirectly, by way of merger, consolidation or other business combination or
purchase of 50% or more of the total voting power of the Voting Stock of the
Company or of AMCE (for purposes of calculating the total voting power of the
Voting Stock held by a group solely in the context of a merger, consolidation
or other business combination with a Person engaged in a line of business
similar to that of the Company or of AMCE and its Subsidiaries on
August 18, 2004, the voting power beneficially owned by the Permitted
Holders or by Permitted Co-Investors, to the extent such voting power of the
Voting Stock was acquired by such Permitted Co-Investors on or before
January 31, 2005 in transactions that satisfy the definition of Permitted
Co-Investor, shall be excluded in an amount equal to the lesser of the total
voting power of the Voting Stock beneficially owned by such Permitted
Co-Investors on (x) January 31, 2005 or (y) the date of such merger,
consolidation or other business combination);


(b)                                   the adoption of a
plan relating to the liquidation or dissolution of the Company or AMCE;


(c)                                   the sale, lease,
transfer or other conveyance, in one or a series of related transactions, of
all or substantially all of the assets of the Company or of AMCE and its
Subsidiaries, taken as a whole, to any Person other than one or more Permitted
Holders; or











(d)                                   a change of
control under the indentures relating to the 9 1⁄2% Senior Subordinated Notes due
2011 (the “2011 Notes”), the 9 7/8 % Senior Subordinated Notes due 2012 or the 8%
Senior Subordinated Notes due 2014 issued by AMCE (other than a change of
control under the indenture relating to the 2011 Notes resulting from the
Transactions);


provided, however, that for the avoidance of doubt, the closing of the
Merger of Marquee Inc. with and into AMCE as of the Effective Date shall not
constitute and shall not be deemed to cause or result in a Change of Control
hereunder.


Section 1.10                                  “Code”
shall mean the Internal Revenue Code of 1986, as amended.


Section 1.11                                  “Committee”
shall mean the Committee appointed as provided in Section 6.1.


Section 1.12                                  “Common Stock”
shall mean the common stock of the AMC Entertainment Holdings, Inc., par value
$0.01 per share.


Section 1.13                                  “Company”
shall mean AMC Entertainment Holdings, Inc., a Delaware corporation.  In
addition, “Company” shall mean any corporation assuming, or issuing new
employee stock options in substitution for, Incentive Stock Options outstanding
under the Plan in a transaction to which Section 424(a) of the Code
applies.


Section 1.14                                  “Consultant”
shall mean any consultant or adviser if:


(a)                                   The consultant or
adviser renders bona  fide services to the Company or a Plan
Subsidiary;


(b)                                   The services
rendered by the consultant or adviser are not in connection with the offer or
sale of securities in a capital-raising transaction and do not directly or
indirectly promote or maintain a market for the Company’s securities; and


(c)                                   The consultant or
adviser is a natural person who has contracted directly with the Company or a
Plan Subsidiary to render such services.


Section 1.15                                  “Convertible
Securities” shall mean any evidence of indebtedness, shares of stock or
other securities (other than Investor Options or Warrants) which are directly
or indirectly convertible into or exchangeable or exercisable for shares of
Stock.


Section 1.16                                  “Corporate
Event” shall mean, as determined by the Committee (or by the Board, in the
case of Options granted to Non-Employee Directors) in its sole discretion, any
transaction or event described in Section 7.1(a) or any unusual or
nonrecurring transaction or event affecting the Company, any Affiliate of the
Company, or the financial statements of the Company or any Affiliate of the Company,
or any change in applicable laws, regulations, or accounting principles.


Section 1.17                                  “Director”
shall mean a member of the Board.


Section 1.18                                  “Effective Date” shall mean the later
to occur of (i) the date of the closing of the merger of Marquee Inc. with and into AMCE pursuant to the
Agreement and Plan of Merger by and among Holdings, Marquee Inc. and AMCE,
dated as of July 22, 2004 and (ii) the date on which occurs the Effective
Time.











Section 1.19                                  “Effective
Time” shall mean the date and time of the filing (or if another date and
time is specified in such filing, such specified date or time) of a certificate
of merger relating to the Merger with the Secretary of the State of Delaware
pursuant to Section 1.2 of the Merger Agreement.


Section 1.20                                  “Eligible
Representative” for an Optionee shall mean such Optionee’s personal
representative or such other person as is empowered under the deceased Optionee’s
will or the then applicable laws of descent and distribution to represent the
Optionee hereunder.


Section 1.21                                  “Employee”
shall mean, with respect to any entity, any employee of such entity (as defined
in accordance with the regulations and revenue rulings then applicable under
Section 3401(c) of the Code).


Section 1.22                                  “Equivalent
Shares” shall mean, at any date of determination, (a) as to any outstanding
shares of Stock, such number of shares of Stock, (b) as to any outstanding
Investor Options, Warrants or Convertible Securities, the maximum number of
shares of Stock for which or into which such Investor Options, Warrants or
Convertible Securities may at the time be exercised, converted or exchanged (or
which will become exercisable, convertible or exchangeable on or prior to, or
by reason of, the transaction or circumstances in connection with which the
number of Equivalent Shares is to be determined) and (c) in respect of any
Subsidiary of the Company, (i) as to any outstanding shares of stock of any
Subsidiary of the Company, such number of shares of stock or (ii) as to any
outstanding options, warrants or convertible securities, the maximum number of
shares of stock of any Subsidiary of the Company for which or into which such
options, warrants or convertible securities may at the time be exercised,
converted or exchanged (or which will become exercisable, convertible or
exchangeable on or prior to, or by reason of, the transaction or circumstances
in connection with which the number of Equivalent Shares is to be
determined).  For purposes of the definition of “Equivalent Share,” “Subsidiary”
or “Subsidiaries” of any Person means any corporation, partnership, joint
venture or other legal entity of which such Person (either alone or through or
together with any other Person), owns, directly or indirectly, 50% or more of
the stock or other equity interests which are generally entitled to vote for
the election of the board of directors or other governing body of such
corporation or other legal entity.


Section 1.23                                  “Exchange Act”
shall mean the Securities Exchange Act of 1934, as amended.


Section 1.24                                  “Fair Market
Value” of a share of Common Stock as of a given date shall be:


(a)                                   the closing price
of a share of Common Stock on the principal exchange on which such shares are
then trading, if any (or as reported on any composite index which includes such
principal exchange), on the most recent trading day prior to such determination
date; or


(b)                                   if Common Stock
is not traded on an exchange, the mean between the closing representative bid
and asked prices for a share of Common Stock on the most recent trading day
prior to such determination date as reported by Nasdaq or, if Nasdaq is not
then in existence, by its successor quotation system; or


(c)                                   if Common Stock
is not publicly traded on an exchange and not quoted on Nasdaq or a successor
quotation system, the fair market value of a share of Common Stock as
determined in good faith by the Board or the Committee.











Section 1.25                                  “Incentive
Stock Option” shall mean an Option that conforms to the applicable
provisions of Section 422 of the Code and that is designated as an
Incentive Stock Option by the Committee.


Section 1.26                                  “Initial
Investor Shares” shall mean that number of Shares held by an Investor
immediately following the Effective Time, as the same may be adjusted for stock
splits, stock dividends, recapitalizations or similar events.


Section 1.27                                  “Initial
Public Offering” shall mean the first issuance by the Company of any class
of common equity securities that is required to be registered (other than on a
Form S-8) under Section 12 of the Exchange Act.


Section 1.28                                  “Investor”
or “Investors” shall mean each of the JPMP Investors, the Apollo
Investors and the other entities listed on Schedule 1 attached to the
Investor Stockholders Agreement and, upon the unanimous approval of each of the
JPMP Investors and the Apollo Investors, any other subsequent holder of Shares
who agrees to be bound by the terms of the Investor Stockholders Agreement.


Section 1.29                                  “Investor
Options” shall mean any options to subscribe for, purchase or otherwise
directly acquire Stock, other than any such option held by the Company or any
right to purchase shares pursuant to the Investor Stockholders Agreement.


Section 1.30                                  “Investor
Stockholders Agreement” shall mean that certain Stockholders Agreement by
and among the Company, the JPMP Investors, the Apollo Investors and certain
other stockholder parties thereto dated as of October 29, 2004, as
amended.


Section 1.31                                  “J.P. Morgan
Partners Group” shall mean (i) J.P. Morgan Partners, LLC and (ii) any
Affiliates of J.P. Morgan Partners, LLC.


Section 1.32                                  “JPMP
Investors” shall mean, collectively, J.P. Morgan Partners (BHCA), L.P. (“JPMP
BHCA”), J.P. Morgan Global Investors (Cayman), L.P., JP. Morgan Partners Global
Investors (Cayman) II, L.P., and any other affiliated entities designated by
JPMP BHCA to the Company in writing prior to the Effective Time.


Section 1.33                                  “Management
Stockholders Agreement” shall mean that certain Management Stockholders
Agreement dated June 11, 2007 by and among the AMC Entertainment Holdings,
Inc., the Principal Investors and certain management stockholders which
contains terms applicable to Options, the shares of Common Stock acquired upon
Option exercise and shares of common stock of the Company if any, held by the
Optionee during the term of such agreement.


Section 1.34                                  “Merger”
shall mean the merger of Marquee Inc. with and into AMCE pursuant to the Merger
Agreement.


Section 1.35                                  “Merger
Agreement” shall mean the Agreement and Plan of Merger by and among the
Company, Marquee Inc. and AMCE, dated as of July 22, 2004.


Section 1.36                                  “Non-Employee
Director” shall mean a Director who is not an Employee of the Company or
any of its Plan Subsidiaries, and may include, without limitation, a
non-Employee Director designated by a member of the J.P. Morgan Partners Group
or of the Apollo Group.











Section 1.37                                  “Non-Qualified
Stock Option” shall mean an Option which is not an “incentive stock option”
within the meaning of Section 422 of the Code.


Section 1.38                                  “Officer”
shall mean an officer of the Company, as defined in Rule 16a-l(f) under the
Exchange Act, as such Rule may be amended from time to time.


Section 1.39                                  “Option”
shall mean an option granted under the Plan to purchase Common Stock.  An
Option shall, as determined by the Committee, be either an Incentive Stock
Option or a Non-Qualified Stock Option; provided, however, that any Option
granted to an individual who is not an Employee of the Company or one of its
Plan Subsidiaries shall be a Non-Qualified Stock Option.


Section 1.40                                  “Optionee”
shall mean an Employee, Consultant or Non-Employee Director to whom an Option
is granted under the Plan.


Section 1.41                                  “Permitted
Co-Investor” shall mean an Investor (other than the Principal Investors) as
of the Effective Time and any one or more institutional investors and their
respective Affiliates to which any Permitted Holder transfers in the aggregate
up to, but no more than, 35% of (a) its equity commitments to the Transactions
or (b) its equity securities of the Company or AMCE, in each case on or before
January 31, 2005 (all transfers to any Affiliates of such institutional
investor shall be included in such percentage calculation).


Section 1.42                                  “Permitted
Holder” shall mean:


(a)                                   any member of the
Apollo Group;


(b)                                   any member of the
J.P. Morgan Partners Group; and


(c)                                   any Subsidiary,
any employee stock purchase plan, stock option plan or other stock incentive
plan or program, retirement plan or automatic reinvestment plan or any
substantially similar plan of AMCE or the Company or any Subsidiary of the
Company or any Person holding securities of AMCE or the Company for or pursuant
to the terms of any such employee benefit plan; provided that if any lender or
other Person shall foreclose on or otherwise realize upon or exercise any
remedy with respect to any security interest in or lien on any securities of
AMCE or the Company held by any Person listed in this clause (c), then such
securities shall no longer be deemed to be held by a Permitted Holder.


Section 1.43                                  “Permitted Transfer” shall mean: 
(i) a Transfer approved by each Principal Investor so long as there are any
Principal Investors, (ii) a Transfer to an Affiliate of such Investor; provided
such transferee remains an Affiliate of such transferor following the Transfer;
(iii) following an Initial Public Offering, a Transfer by an Investor made
as part of a distribution by an Investor to its respective general or
limited partners or members in accordance with such Investor’s fund documents,
as the case may be; (iv) a Transfer made by a JPMP Investor pursuant to and in
accordance with the Regulatory Sideletter; or (v) a Transfer made pursuant to
the registration rights as set forth in Section 7 of the Investor
Stockholders Agreement; provided that such transferee, in the case of
clauses (i), (ii), (iii) and (iv) above shall agree in writing with the parties
to the Investor Stockholders Agreement to be bound by, and to comply with, all
applicable provisions of and to be deemed to be an Investor for purposes of the
Investor Stockholders Agreement.


Section 1.44                                  “Permitted
Transferee” shall mean any Person who acquires Shares pursuant to clauses
(i), (ii) and (iii) of the definition of “Permitted Transfer”.











Section 1.45                                  “Person”
shall mean any individual, corporation, partnership, limited liability company,
joint venture, association, joint stock company, trust, estate, unincorporated
organization or government or any agency or political subdivision thereof.


Section 1.46                                  “Plan
Subsidiary” of any entity shall mean any corporation in an unbroken chain
of corporations beginning with such entity if each of the corporations other
than the last corporation in the unbroken chain then owns stock possessing 50%
or more of the total combined voting power of all classes of stock in one of
the other corporations in such chain.


Section 1.47                                  “Plan”
shall mean this 2004 Stock Option Plan of Marquee Holdings Inc., as amended
from time to time.


Section 1.48                                  “Principal
Investors” shall mean (i) the JPMP Investors, so long as the JPMP
Investors, together with their Permitted Transferees, collectively own Shares
representing at least 33% of the Initial Investor Shares owned by the JPMP
Investors; provided, that the JPMP Investors shall not be deemed to be a
Principal Investor at any time that they do not, together with their Permitted
Transferees, collectively own Shares representing at least 33% of the Initial
Investor Shares owned by the JPMP Investors, and (ii) the Apollo Investors, so
long as the Apollo Investors, together with their Permitted Transferees,
collectively own Shares representing at least 33% of the Initial Investor
Shares owned by the Apollo Investors; provided, that the Apollo
Investors shall not be deemed to be a Principal Investor at any time that they
do not, together with their Permitted Transferees, collectively own Shares
representing at least 33% of the Initial Investor Shares owned by the Apollo
Investors (in each case, as may be adjusted for stock splits, stock dividends,
recapitalizations or similar events).  For the avoidance of doubt, so long
as there are two Principal Investors, references in this Agreement to “Principal
Investors” shall mean both Principal Investors, and if at any time there is
only one Principal Investor, references in this Agreement to “the Principal
Investors” or “each Principal Investor” shall mean that sole Principal Investor
then remaining.


Section 1.49                                  “Regulatory
Sideletter” shall mean that certain letter agreement between the Company
and the JPMP Investors, a copy of which is attached to the Investor
Stockholders Agreement as Exhibit B.


Section 1.50                                  “Rule 16b-3”
shall mean that certain Rule 16b-3 promulgated under the Exchange Act, as such
Rule may be amended from time to time.


Section 1.51                                  “Securities
Act” shall mean the Securities Act of 1933, as amended.


Section 1.52                                  “Shares”
shall mean (a) all shares of Stock, whenever issued, including all shares of
Stock issued upon the exercise, conversion or exchange of any Investor Options,
Warrants or Convertible Securities and (b) all Investor Options, Warrants and
Convertible Securities (treating such Investor Options, Warrants and
Convertible Securities as a number of Shares equal to the number of Equivalent
Shares represented by such Investor Options, Warrants and Convertible
Securities for all purposes of this Agreement except as otherwise specifically
set forth herein).


Section 1.53                                  “Stock”
shall mean Common Stock, together with any other classes or series of equity
securities of AMC Entertainment Holdings, Inc.


Section 1.54                                  “Stock Option
Agreement” shall have the meaning set forth in Section 4.1











Section 1.55                                  “Subsidiary”
of a Person shall mean: (i) any corporation of which more than 50% of the
outstanding shares of Capital Stock having ordinary voting power for the
election of directors is owned directly or indirectly by such Person; and (ii)
any partnership, limited liability company, association, joint venture or other
entity in which such Person, directly or indirectly, has a more than 50% equity
interest.


Section 1.56                                  “Termination
of Consultancy” shall mean the time when the engagement of an Optionee as a
Consultant to the Company or a Plan Subsidiary is terminated for any reason,
with or without cause, including, but not by way of limitation, by resignation,
discharge, death or retirement, but excluding a termination where there is a
simultaneous commencement of employment with the Company or any Plan
Subsidiary.  The Committee, in its sole discretion, shall determine the
effect of all matters and questions relating to Termination of Consultancy.


Section 1.57                                  “Termination
of Directorship” shall mean the time when an Optionee who is an
Non-Employee Director ceases to be a Director for any reason, including but not
by way of limitation, a termination by resignation, failure to be elected or
appointed, death or retirement.  The Board, in its sole discretion, shall determine
the effect of all matters and questions relating to Termination of
Directorship.


Section 1.58                                  “Termination
of Employment” shall mean the time when the employee-employer relationship
between an Optionee and the Company (or one of its Plan Subsidiaries) is
terminated for any reason, with or without cause, including, but not by way of
limitation, a termination by resignation, discharge, death or retirement, but
excluding a termination where there is a simultaneous reemployment by the
Company (or one of its Plan Subsidiaries).  The Committee shall determine
the effect of all matters and questions relating to Termination of Employment,
including, but not by way of limitation, the question of whether a Termination
of Employment resulted from a discharge for cause, and all questions of whether
a particular leave of absence constitutes a Termination of Employment; provided,
however, that, with respect to Incentive Stock Options, a leave of absence
shall constitute a Termination of Employment if, and to the extent that, such
leave of absence interrupts employment for the purposes of
Section 422(a)(2) of the Code and the then applicable regulations and
revenue rulings under Section 442(a)(2) of the Code.


Section 1.59                                  “Transactions”
shall mean the transactions set forth in the Agreement and Plan of Merger by
and among the Company, Marquee Inc., and AMCE, dated as of July 22, 2004
and the transactions related thereto.


Section 1.60                                  “Transfer”
shall mean a transfer, sale, assignment, pledge, hypothecation or other disposition
or exchange, including any Transfer of a voting or economic interest in
securities or other property; and “Transferring” or “Transferred” have
correlative meanings.


Section 1.61                                  “Voting Stock”
of a Person shall mean all classes of Capital Stock or other interests
(including partnership interests) of such Person then outstanding and normally
entitled (without regard to the occurrence of any contingency) to vote in the
election of directors, managers or trustees thereof.


Section 1.62                                  “Warrants”
shall mean any warrants to subscribe for, purchase or otherwise directly
acquire Stock or Convertible Securities.











ARTICLE II.


SHARES
SUBJECT TO PLAN


Section 2.1                                    Shares Subject to
Plan.  The shares of stock subject to Options shall be shares of
Common Stock. Subject to Section 7.1, the aggregate number of such shares
which may be issued upon exercise of Options shall not exceed forty-nine
thousand one hundred seven and forty four thousand six hundred eighty-one
hundred thousandths (49,107.44681) shares of Common Stock.


Section 2.2                                    Unexercised
Options.  If any Option (or portion thereof) expires or is canceled
without having been fully exercised, the number of shares subject to such
Option (or portion thereof) but as to which such Option was not exercised prior
to its expiration or cancellation may again be optioned hereunder, subject to
the limitations of Section 2.1.


ARTICLE III.


GRANTING OF
OPTIONS


Section 3.1                                    Eligibility.  Subject
to Section 3.2, any (a) Employee of the Company or one of its Plan
Subsidiaries; (b) Consultant; or (c) Non-Employee Director shall be eligible to
be granted Options.


Section 3.2                                    Qualification of
Incentive Stock Options.  Notwithstanding Section 3.1, no
Incentive Stock Option shall be granted to any person who is not an Employee of
the Company or one of its Plan Subsidiaries.


Section 3.3                                    Granting of
Options to Employees and Consultants.


(a)                                   The Committee
shall from time to time:


(i)                                          Select from among
the Employees and Consultants of the Company and any of its Plan Subsidiaries
(including those to whom Options have been previously granted under the Plan)
such of them as in its opinion should be granted Options;


(ii)                                         Determine the
number of shares to be subject to such Options granted to such Employees and
Consultants and, subject to Section 3.2, determine whether such Options
are to be Incentive Stock Options or Non-Qualified Stock Options; and


(iii)                                        Determine the
terms and conditions of such Options, consistent with the Plan.


(b)                                   Upon the
selection of an Employee or Consultant of the Company or any of its Plan
Subsidiaries to be granted an Option pursuant to Section 3.3(a), the
Committee shall instruct the corporate secretary or another authorized Officer
of the Company to issue such Option and may impose such conditions on the grant
of such Option as it deems appropriate.  Without limiting the generality
of the preceding sentence, the Committee may require as a condition to the
grant of an Option to such an Employee or Consultant that such Employee or
Consultant surrender for cancellation some or all of the unexercised Options
which have been previously granted to him or her.  An Option the grant of
which is conditioned upon such surrender may have an Option price lower (or
higher) than the Option price of the surrendered Option, may cover the same (or
a lesser or greater) number of shares as the surrendered Option, may contain
such other terms as the Committee deems appropriate and shall be exercisable in
accordance with its terms, without regard to the number of shares, price,
period of exercisability or any other term or condition of the surrendered
Option.











Section 3.4                                    Granting of
Option to Non-Employee Directors


(a)                                   The Board shall
from time to time:


(i)                               Select from among
the Non-Employee Directors (including those to whom Options have previously
been granted under the Plan) such of them as in its opinion should be granted
Options;


(ii)                              Determine the
number of shares to be subject to such Options granted to such selected
Non-Employee Directors; and


(iii)                             Determine the
terms and conditions of such Options, consistent with the Plan; provided, however, that all Options
granted to Non-Employee Directors shall be Non-Qualified Stock Options.


(b)                                   Upon the
selection of an Non-Employee Director to be granted an Option pursuant to
Section 3.4(a), the Board shall instruct the corporate secretary or
another authorized Officer of the Company to issue such Option and may impose
such conditions on the grant of such Option as it deems appropriate. 
Without limiting the generality of the preceding sentence, the Board may
require as a condition to the grant of an Option to an Non-Employee Director
that the Non-Employee Director surrender for cancellation some or all of the
unexercised Options which have been previously granted to him or her.  An
Option the grant of which is conditioned upon such surrender may have an Option
price lower (or higher) than the Option price of the surrendered Option, may
cover the same (or a lesser or greater) number of shares as the surrendered
Option, may contain such other terms as the Board deems appropriate and shall
be exercisable in accordance with its terms, without regard to the number of
shares, price, period of exercisability or any other term or condition of the
surrendered Option.


ARTICLE IV.


TERMS OF
OPTIONS


Section 4.1                                    Stock Option
Agreement.  Each Option shall be evidenced by a written Stock Option
Agreement, which shall be executed by the Optionee and an authorized Officer of
the Company and which shall contain such terms and conditions as the Committee
(or the Board, in the case of Options granted to Non-Employee Directors) shall
determine, consistent with the Plan.  Stock Option Agreements evidencing
Incentive Stock Options shall contain such terms and conditions as may be
necessary to qualify such Options as “incentive stock options” within the
meaning of Section 422 of the Code.  Each Option shall also be
subject to the Management Stockholders Agreement, and as a condition of the
grant of an Option, the Optionee shall become a party to the Management
Stockholders Agreement.


Section 4.2                                    Exercisability of
Options


(a)                                   Subject to
section 4.2 (b) and Section 4.4, and unless otherwise specified in
any Stock Option Agreement, each Option shall vest and become exercisable in
five equal and cumulative installments provided that the Optionee remains
continuously employed (or providing services as a Director or Consultant) by or
to the Company from the date of grant through such date as follows:


(i)                                          The first
installment shall consist of 20% of the shares of Common Stock covered by such
Option and shall become exercisable on the first anniversary of the date of
grant;


(ii)                                         The second
installment shall consist of 20% of the shares of Common Stock covered by such
Option and shall become exercisable on the second anniversary of the date of
grant;















(iii)                             The third
installment shall consist of 20% of the shares of Common Stock covered by such
Option and shall become exercisable on the third anniversary of the date of
grant;


(iv)                             The fourth
installment shall consist of 20% of the shares of Common Stock covered by such
Option and shall become exercisable on the fourth anniversary of the date of
grant; and


(v)                              The fifth
installment shall consist of 20% of the shares of Common Stock covered by such
Option and shall become exercisable on the fifth anniversary of the date of
grant


(b)                                   Except as
otherwise provided in the applicable Stock Option Agreement (or by action of
the Board or Committee), no portion of an Option which is unexercisable at
Termination of Employment, Termination of Consultancy or Termination of
Directorship, as applicable, shall thereafter become exercisable.


(c)                                   To the extent that the aggregate Fair Market
Value of stock with respect to which “incentive stock options” (within the
meaning of Section 422 of the Code, but without regard to Section 422(d)
of the Code) are exercisable for the first time by an Optionee during any
calendar year (under the Plan and all other incentive stock option plans of the
Company or any Plan Subsidiary thereof) exceeds $100,000, such options shall be
treated and taxable as Non-Qualified Stock Options.  The rule set forth in
the preceding sentence shall be applied by taking options into account in the
order in which they were granted, and the stock issued upon exercise of options
shall designate whether such stock was acquired upon exercise of an Incentive
Stock Option.  For purposes of these rules, the Fair Market Value of stock
shall be determined as of the date of grant of the Option granted with respect
to such stock.


Section 4.3                                    Option Price  The price
of the shares subject to each Option shall be set by the Committee (or the
Board, in the case of Options granted to Non-Employee Directors); provided,
however, that in the case of an Incentive Stock Option, the price per share
shall be not less than 100% of the Fair Market Value of such shares on the date
such Option is granted; and provided, further, that in the case
of an individual then owning (within the meaning of Section 424(d) of the
Code) more than 10% of the total combined voting power of all classes of stock
of the Company, the price per share shall not be less than 110% of the Fair
Market Value of such shares on the date such Incentive Stock Option is granted.


Section 4.4                                    Expiration of
Options.  No Option may be exercised to any extent by anyone after the
first to occur of the following events:


(a)                                   The expiration of
ten years from the date the Option was granted; or


(b)                                   With respect to
an Incentive Stock Option in the case of an Optionee owning (within the meaning
of Section 424(d) of the Code), at the time the Incentive Stock Option was
granted, more than 10% of the total combined voting power of all classes of
stock of the Company or any Plan Subsidiary, the expiration of five years from
the date the Incentive Stock Option was granted.


Section 4.5                                    At-Will
Employment.  Nothing in the Plan or in any Stock Option Agreement hereunder
shall confer upon any Optionee any right to continue in the employ of, or as a
Consultant for or Director of, the Company or any Plan Subsidiary, or shall
interfere with or restrict in any way the rights of the Company and any Plan
Subsidiary, which are hereby expressly reserved, to











discharge any Optionee at any time for any reason
whatsoever, with or without cause, except to the extent expressly provided
otherwise in a written agreement between the Optionee and the Company or any
Plan Subsidiary.


ARTICLE V.


EXERCISE OF
OPTIONS


Section 5.1                                    Person Eligible
to Exercise.  During the lifetime of the Optionee, only he or she may
exercise an Option (or any portion thereof); provided, however, that the
Optionee’s Eligible Representative may exercise his or her Option during the
period of the Optionee’s disability (as defined in Section 22(e)(3) of the
Code) notwithstanding that an Option so exercised may not qualify as an
Incentive Stock Option.  After the death of the Optionee, any exercisable
portion of an Option may, prior to the time when such portion becomes
unexercisable under the Plan or the applicable Stock Option Agreement, be
exercised by his or her Eligible Representative.


Section 5.2                                    Partial Exercise.  At any
time and from time to time prior to the time when the Option becomes
unexercisable under the Plan or the applicable Stock Option Agreement, the
exercisable portion of an Option may be exercised in whole or in part; provided,
however, that the Company shall not be required to issue fractional shares and
the Committee (or the Board, in the case of Options granted to Non-Employee
Directors) may, by the terms of the Option, require any partial exercise to
exceed a specified minimum number of shares.


Section 5.3                                    Manner of
Exercise.  An exercisable Option, or any exercisable portion thereof, may
be exercised solely by delivery to the corporate secretary of all of the
following prior to the time when such Option or such portion becomes
unexercisable under the Plan or the applicable Stock Option Agreement:


(a)                                   Notice in writing
signed by the Optionee or his or her Eligible Representative, stating that such
Option or portion is exercised, and specifically stating the number of shares
with respect to which the Option is being exercised;


(b)                                   Full payment for
the shares with respect to which such Option or portion is thereby exercised:


(i)                               In cash or by
personal, certified, or bank cashier check; or


(ii)                              With the consent
of the Committee (or the Board, in the case of Options to Non-Employee
Directors), (A) shares of Common Stock which have been owned by the Optionee
for at least six months duly endorsed for transfer to the Company with a Fair
Market Value on the date of delivery equal to the aggregate exercise price of
the Option or exercised portion thereof; (B) except with respect to Incentive
Stock Options, shares of the Common Stock issuable to the Optionee upon
exercise of the Option, with a Fair Market Value on the date of Option exercise
equal to the aggregate Option price of the shares with respect to which such
Option or portion is thereby exercised; (C) following an Initial Public
Offering, delivery of a notice that the Optionee has placed a market sell order
with a broker with respect to shares of Common Stock then issuable upon
exercise of the Option, and that the broker has been directed to pay a
sufficient portion of the net proceeds of the sale to the Company in
satisfaction of the Option exercise price; or (D) any combination of the
consideration listed in this subsection (c);


(c)                                              The payment to
the Company (in cash or by personal, certified or bank cashier or by any other
means of payment approved by the Committee) of all amounts necessary to satisfy











any and all federal, state and local tax
withholding requirements arising in connection with the exercise of the Option;


(d)                                   Such representations and documents as the
Committee (or the Board, in the case of Options granted to Non-Employee
Directors) deems necessary or advisable to effect compliance with all
applicable provisions of the Securities Act, Exchange Act and any other federal
or state securities laws or regulations.  The Committee (or the Board, in
the case of Options granted to Non-Employee Directors) may, in its sole discretion,
also take whatever additional actions it deems appropriate to effect such
compliance including, without limitation, placing legends on share certificates and
issuing stop-transfer orders to transfer agents and registrars; and


(e)                                   In the event that
the Option or portion thereof shall be exercised pursuant to Section 5.1
by any person or persons other than the Optionee, appropriate proof of the
right of such person or persons to exercise the Option or portion thereof.


Section 5.4                                    Conditions to
Issuance of Stock Certificates.  The shares of stock issuable and
deliverable upon the exercise of an Option, or any portion thereof, may be
either previously authorized but unissued shares or issued shares which have
then been reacquired by the Company.  A certificate of shares will be
delivered to the Optionee at the Company’s principal place of business within
thirty days of receipt by the Company of the written notice and payment, unless
an earlier date is agreed upon.  Notwithstanding the above, the Company
shall not be required to issue or deliver any certificate or certificates for
shares of stock purchased upon the exercise of any Option or portion thereof
prior to fulfillment of all of the following conditions:


(a)                                   The admission of
such shares to listing on any and all stock exchanges on which such class of
stock is then listed;


(b)                                   The completion of
any registration or other qualification of such shares under any state or
federal law or under the rulings or regulations of the Securities and Exchange
Commission or any other governmental regulatory body, which the Committee (or
the Board, in the case of Options granted to Non-Employee Directors) shall, in
its sole discretion, deem necessary or advisable;


(c)                                   The obtaining of
any approval or other clearance from any state or federal governmental agency
which the Committee (or the Board, in the case of Options granted to
Non-Employee Directors) shall, in its sole discretion, determine to be
necessary or advisable; and


(d)                                   The payment to
the Company (in cash or by personal, certified or bank cashier or by any other
means of payment approved by the Committee) of all amounts necessary to satisfy
any and all federal, state and local tax withholding requirements arising in
connection with the exercise of the Option.


Section 5.5                                    Rights as
Stockholders.  The holder of an Option shall not be, nor have any of the
rights or privileges of, a stockholder of the Company in respect of any shares
purchasable upon the exercise of any part of an Option unless and until
certificates representing such shares have been issued by the Company to such
holder.


Section 5.6                                    Transfer Restrictions.  Shares acquired upon exercise of an
Option shall be subject to the terms and conditions of the Management
Stockholders Agreement.  In addition, the Committee (or the Board, in the
case of Options granted to Non-Employee Directors), in its sole discretion, may
impose further restrictions on the transferability of the shares purchasable
upon the exercise of an Option as it deems appropriate.  Any such
restriction shall be set forth in the respective











Stock
Option Agreement and may be referred to on the certificates evidencing such
shares.  The Committee may require the Employee to give the Company prompt
notice of any disposition of shares of stock, acquired by exercise of an
Incentive Stock Option, within two years from the date of granting such Option
or one year after the transfer of such shares to such Employee.  The
Committee may direct that the certificates evidencing shares acquired by exercise
of an Incentive Stock Option refer to such requirement.


ARTICLE VI.


ADMINISTRATION


Section 6.1                                    Committee.  Prior to
an Initial Public Offering, the Committee shall be the Compensation Committee
of the Board.  Following an Initial Public Offering, if any, the full
Board shall administer the Plan unless and until there is appointed a
Compensation Committee (or another committee or a subcommittee of the Board
assuming the functions of the Committee under the Plan) that shall consist
solely of two or more Non-Employee Directors appointed by and holding office at
the pleasure of the Board, each of whom is both a “non-employee director” as
defined by Rule 16b-3 and an “outside director” for purposes of
Section 162(m) of the Code.  Appointment of Committee members shall
be effective upon acceptance of appointment.  Committee members may resign
at any time by delivering written notice to the Board.  Vacancies in the
Committee may be filled by the Board in its sole discretion.  Any action
required or permitted to be taken by the Committee hereunder or under any Stock
Option Agreement may be taken by the Board.


Section 6.2                                    Delegation of
Authority.  The Committee may, but need not, from time to time delegate
some or all of its authority to grant Options under the Plan to a committee or
subcommittee consisting of one or more members of the Committee or of one or
more Officers of the Company; provided, however, that the
Committee may not delegate its authority to grant Options to individuals (a)
who are subject on the date of the grant to the reporting rules under
Section 16(a) of the Exchange Act, (b) whose compensation the Committee
determines is, or may become, subject to the deduction limitations set forth in
Section 162(m) of the Code or (c) who are Officers of the Company who are
delegated authority by the Committee hereunder. Any delegation hereunder shall
be subject to the restrictions and limits that the Committee specifies at the
time of such delegation, and the Committee may at any time rescind the
authority so delegated or appoint a new delegatee. At all times, the delegatee
appointed under this Section 6.2 shall serve in such capacity at the
pleasure of the Committee.


Section 6.3                                    Duties and Powers
of the Committee.  It shall be the duty of the Committee to conduct the general
administration of the Plan in accordance with its provisions.  The
Committee shall have the power to interpret the Plan and the Options and to
adopt such rules for the administration, interpretation and application of the
Plan as are consistent therewith and to interpret, amend or revoke any such
rules.  Notwithstanding the foregoing, the full Board, acting by a
majority of its members in office, shall conduct the general administration of
the Plan with respect to Options granted to Non-Employee Directors.  Any
such interpretations and rules adopted by the Committee in regard to Incentive
Stock Options shall be consistent with the terms and conditions applicable to “incentive
stock options” within the meaning of Section 422 of the Code.  All determinations
and decisions made by the Committee under any provision of the Plan or of any
Option granted thereunder shall be final, conclusive and binding on all
persons.


Section 6.4                                    Compensation,
Professional Assistance, Good Faith Actions.  The members of the Committee shall
receive such compensation, if any, for their services hereunder as may be determined
by the Board.  All expenses and liabilities incurred by the members of the
Committee or the Board in connection with the administration of the Plan shall
be borne by the Company.  The Committee











or the Board may employ attorneys, consultants,
accountants, appraisers, brokers or other persons.  The Committee, the
Company and its Officers and Directors shall be entitled to rely upon the
advice, opinions or valuations of any such persons.  All actions taken and
all interpretations and determinations made by the Committee and the Board in
good faith shall be final and binding upon all Optionees, the Company and all
other interested persons.  No member of the Board shall be personally
liable for any action, determination or interpretation made in good faith with
respect to the Plan or the Options, and all members of the Board shall be fully
protected by the Company in respect to any such action, determination or
interpretation.


ARTICLE VII.


OTHER
PROVISIONS


Section 7.1             Changes in Common
Stock; Disposition of Assets and Corporate Events


Subject to Section 7.1(d),
in the event that any dividend or other distribution (whether in the form of
cash, Common Stock, other securities, or other property), recapitalization,
reclassification, stock split, reverse stock split, reorganization, merger,
Change of Control, consolidation, split-up, spin-off, combination, repurchase,
liquidation, dissolution, or sale, transfer, exchange or other disposition of
all or substantially all of the assets of the Company, or exchange of Common
Stock or other securities of the Company, issuance of warrants or other rights
to purchase Common Stock or other securities of the Company, or other similar
corporate transaction or event, affects the Common Stock such that an
adjustment is appropriate in order to prevent dilution or enlargement of the
benefits or potential benefits intended to be made available under the Plan or
with respect to an Option, then the Committee (or the Board, in the case of
Options granted to Non-Employee Directors) shall be required to, in such manner
as it may deem equitable, adjust any or all of:


(i)            The number and kind of shares of Common Stock
(or other securities or property) with respect to which Options may be granted
under the Plan (including, but not limited to, adjustments of the limitations
in Section 2.1 on the maximum number and kind of shares which may be issued);


(ii)           The number and kind of shares of Common Stock (or other securities or
property) subject to outstanding Options;


(iii)          The exercise price with respect to any Option; and


(iv)          The financial or other “targets” specified in each Stock Option
Agreement for determining the exercisability of Options.


The intent in granting the
Committee (and Board) some measure of discretion in this Section 7.1 to
determine whether a corporate event or transaction has affected the Common
Stock such that an equitable adjustment is appropriate to avoid dilution or enlargement
of benefits hereunder is to afford necessary administrative flexibility and
latitude in addressing unusual or











unanticipated corporate occurrences and in
determining how best to make the equitable adjustment; it is not the intent to
permit the Committee (or Board, as applicable) to determine that no equitable
adjustment is required in the event of a dividend or distribution,
recapitalization, stock-split, spin-off or other material transaction or event.


(b)           Subject to Section 7.1(d) and the terms of outstanding Stock Option
Agreements, upon the occurrence of a Corporate Event, the Committee (or the
Board, in the case of options granted to Non-Employee Directors) is hereby
directed to take any one or more of the following actions in order to prevent dilution
or enlargement of the benefits or potential benefits intended to be made
available under the Plan or with respect to any Option under this Plan, to
facilitate such Corporate Event or to give effect to such changes in laws,
regulations or principles:


(i)            The Committee (or the Board, in the case of
Options granted to Non-Employee Directors) may provide, either by the terms of
the applicable Stock Option Agreement or by action taken prior to the
occurrence of such Corporate Event and either automatically or upon the
Optionee’s request, for either the purchase of any such Option for an amount of
cash, securities, or other property equal to the amount that could have been
attained upon the exercise of the vested portion of such Option (and such
additional portion of the Option as the Board or Committee may determine)
immediately prior to the occurrence of such transaction or event, or the
replacement of such vested (and other) portion of such Option with cash, other
rights or property selected by the Committee (or the Board, in the case of
Options granted to Non-Employee Directors);


(ii)           The Committee (or the Board, in the case of Options granted to
Non-Employee Directors) may provide, either by the terms of the applicable
Stock Option Agreement or by action taken prior to the occurrence of such
Corporate Event, that the Option (or any portion thereof) cannot be exercised
after such event;


(iii)          The Committee (or the Board, in the case of Options granted to
Non-Employee Directors) may provide, either by the terms of the applicable
Stock Option Agreement or by action taken prior to the occurrence of such
Corporate Event, that for a specified period of time prior to such Corporate
Event, such Option shall be exercisable as to all shares covered thereby or a specified
portion of such shares, notwithstanding anything to the contrary in this Plan
or the applicable Stock Option Agreement;


(iv)          The Committee (or the Board, in the case of Options granted to
Non-Employee Directors) may provide, either by the terms of the applicable
Stock Option Agreement or by action taken prior to the occurrence of such
Corporate Event, that upon such event, such Option (or any portion thereof) be
assumed by the successor or survivor corporation, or a parent or Plan
Subsidiary thereof (including without limitation any common parent of the
Company and any other company or companies), or shall be substituted for by
similar options, rights or awards covering the stock of the successor or
survivor corporation, or a parent or Plan Subsidiary thereof (including without
limitation any common parent of the Company and any other company or
companies), with appropriate adjustments as to the number and kind of shares
and prices; and


(v)           The Committee (or the Board, in the case of Options granted to
Non-Employee Directors) may make adjustments in the number and type of shares
of Common Stock (or other securities or property) subject to outstanding
Options (or any portion thereof) and/or in the terms and conditions of
(including the exercise price), and











the criteria included in, outstanding Options and
Options which may be granted in the future.


(c)           Subject to Section 7.1(d), the Committee (or the Board, in the case of
Options granted to Non-Employee Directors) may, in its sole discretion, include
such further provisions and limitations in any Stock Option Agreement as it may
deem equitable and in the best interests of the Company and its Affiliates.


(d)           With respect to Incentive Stock Options, no adjustment or action
described in this Section 7.1 or in any other provision of the Plan shall be
authorized to the extent that such adjustment or action would cause the Plan to
violate Section 422(b)(1) of the Code or any successor provisions thereof,
unless the Committee determines that the Plan and/or the Options are not to
comply with Section 422(b)(1) of the Code.


Section 7.2                                    Options Not
Transferable.  No Option or interest or right therein or part thereof shall be
liable for the debts, contracts or engagements of the Optionee or his or her
successors in interest or shall be subject to disposition by transfer,
alienation, anticipation, pledge, encumbrance, assignment or any other means
whether such disposition be voluntary or involuntary or by operation of law, by
judgment, levy, attachment, garnishment or any other legal or equitable
proceedings (including bankruptcy), and any attempted disposition thereof shall
be null and void and of no effect; provided, however, that nothing in
this Section 7.2 shall prevent transfers by will or by the applicable laws
of descent and distribution.


Section 7.3                                    Amendment,
Suspension or Termination of the Plan.  The Plan may be wholly or partially
amended or otherwise modified, suspended or terminated at any time or from time
to time by the Board or the Committee.  However, without stockholder
approval within 12 months before or after such action no action of the Board or
the Committee may, except as provided in Section 7.1, increase any limit
imposed in Section 2.1 on the maximum number of shares which may be issued
on exercise of Options, reduce the minimum Option price requirements of
Section 4.3(a), or extend the limit imposed in this Section 7.3 on
the period during which options may be granted.  Except as provided by
Section 7.1, neither the amendment, suspension nor termination of the Plan
shall, without the consent of the holder of the Option, materially and
adversely alter or impair any rights or obligations under any Option
theretofore granted.  No Option may be granted during any period of
suspension nor after termination of the Plan, and in no event may any Option be
granted under this Plan after the expiration of ten years from the date the
Plan is adopted by the Board.


Section 7.4                                    Effect of Plan
Upon Other Option and Compensation Plans.  The adoption of this Plan shall not
affect any other compensation or incentive plans in effect for the Company or
any Affiliate.  Nothing in this Plan shall be construed to limit the right
of the Company or any Affiliate (a) to establish any other forms of incentives
or compensation for directors or employees of the Company (or any Affiliate);
or (b) to grant or assume options otherwise than under this Plan in connection
with any proper corporate purpose, including, but not by way of limitation, the
grant or assumption of options in connection with the acquisition by purchase, lease,
merger, consolidation or otherwise, of the business, stock or assets of any
corporation, firm or association.


Section 7.5                                    Approval of Plan
by Stockholders/Effective Date of Amendments.  This Plan received approval of the
Company’s stockholders on December 22, 2004. 
This Plan was











initially adopted by the Board on December 22,
2004 and was thereafter amended on November 7, 2006 and is hereby being amended
and restated in its entirety on June 11, 2007.


Section 7.6                                    Titles.  Titles
are provided herein for convenience only and are not to serve as a basis for
interpretation or construction of the Plan.


Section 7.7                                    Conformity to
Securities Laws.  The Plan is intended to conform to the extent necessary with
all provisions of the Securities Act and the Exchange Act and any and all
regulations and rules promulgated by the Securities and Exchange Commission
thereunder to the extent the Company or any Optionee is subject to the
provisions thereof.  Notwithstanding anything herein to the contrary, the
Plan shall be administered, and Options shall be granted and may be exercised,
only in such a manner as to conform to such laws, rules and regulations. 
To the extent permitted by applicable law, the Plan and Options granted
hereunder shall be deemed amended to the extent necessary to conform to such
laws, rules and regulations.


Section 7.8                                    Governing Law.  To the
extent not preempted by federal law, the Plan shall be construed in accordance
with and governed by the laws of the state of Delaware.


Section 7.9                                    Severability.  In the
event any portion of the Plan or any action taken pursuant thereto 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 provisions had not been included, and the
illegal or invalid action shall be null and void.