Exhibit 10.1 Amended 2005 Stock Incentive Plan


     

    Exhibit
      10.1

     

     

    PROGENICS PHARMACEUTICALS,
      INC.

    2005
      STOCK INCENTIVE PLAN

     

    (as
      amended effective June 11, 2007)

     

    1.
      Purpose

     

    The
      purpose of the Progenics Pharmaceuticals, Inc. 2005 Stock Incentive Plan is
      to
      further align the interests of employees, officers, non-employee directors
      and
      other individual service providers with those of the stockholders by providing
      incentive compensation opportunities tied to the performance of the Common
      Stock
      and by promoting increased ownership of the Common Stock by such individuals.
      The Plan is also intended to advance the interests of the Company and its
      stockholders by attracting, retaining and motivating key personnel upon whose
      judgment, initiative and effort the successful conduct of the Company’s business
      is largely dependent.

     

    2.
      Definitions

     

    Wherever
      the following capitalized terms are used in the Plan, they shall have the
      meanings specified below:

     

    
      	
               

            	
              (A)

            	
              “Award”
                means an award of a Stock Option, Stock Appreciation Right, Restricted
                Stock Award, Stock Unit Award, Stock Award or Performance Award granted
                under the Plan.

            


    

    
      	
               

            	
               

            	
               

            
	
               

            	
              (B)

            	
              “Award
                Agreement”
                means a written or electronic agreement entered into between the
                Company
                and a Participant setting forth the terms and conditions of an
                Award.

            


    

     

    
      	
               

            	
              (C)

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

            


    

    


    
      	
               

            	
              (D)

            	
              “Change
                in Control”
                shall have the meaning set forth in Section 13.2
                hereof.

            


    

    


    
      	
               

            	
              (E)

            	
              “Code”
                means the Internal Revenue Code of 1986, as
                amended.

            


    

    


    
      	
               

            	
              (F)

            	
              “Committee”
                means the Compensation Committee of the Board or a successor thereof,
                or
                any other committee of the Board appointed by the Board to administer
                the
                Plan from time to time.

            


    

    


    
      	
               

            	
              (G)

            	
              “Common
                Stock”
                means the Company’s Common Stock, par value $.0013 per
                share.

            


    

    


    
      	
               

            	
              (H)

            	
              “Company”
                means Progenics Pharmaceuticals, Inc., a Delaware
                corporation.

            


    

    


    
      	
               

            	
              (I)

            	
              “Date
                of Grant”
                means the date on which an Award under the Plan is granted by the
                Committee, or such later date as the Committee may specify to be
                the
                effective date of an Award.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    
      	
               

            	
              (J)

            	
              “Disability”
                means a Participant being considered “disabled” within the meaning of
                Section 409A(a)(2)(C) of the Code, unless otherwise provided in an
                Award
                Agreement.

            


    

    


    
      	
               

            	
              (K)

            	
              “Eligible
                Person”
                means any person who is an employee, officer, director, consultant,
                advisor or other individual service provider of the Company or any
                Subsidiary, as determined by the Committee, or any person who is
                determined by the Committee to be a prospective employee, officer,
                director, consultant, advisor or other individual service provider
                of the
                Company or any Subsidiary.

            


    

    


    
      	
               

            	
              (L)

            	
              “Exchange
                Act”
                means the Securities Exchange Act of 1934, as
                amended.

            


    

    


    
      	
               

            	
              (M)

            	
              “Fair
                Market Value”
                with respect to the value of a share of Common Stock as of a particular
                day, shall mean the last reported sale price (as reported on the
                NASDAQ)
                of the Common Stock on such day (unless such day is not a trading
                day, in
                which case, on the last trading day immediately preceding such day
                on
                which the Common Stock is traded on the NASDAQ). If the Common Stock
                is
                not listed on the NASDAQ, the Committee shall determine in good faith
                the
                Fair Market Value in whatever manner it considers appropriate, taking
                into
                account to the extent necessary the requirements of Section 409A
                of the
                Code. 

            


    

    


    
      	
               

            	
              (N)

            	
              “Incentive
                Stock Option”
                means a Stock Option granted under Section 6 hereof that is intended
                to
                meet the requirements of section 422 of the Code and the regulations
                promulgated thereunder.

               

            
	
               

            	
              (O)

            	
              “NASDAQ”
                means The Nasdaq Stock Market’s National
                Market.

            


    

    


    
      	
               

            	
              (P)

            	
                 
                “Nonqualified
                Stock Option”
                means a Stock Option granted under Section 6 hereof that is not an
                Incentive Stock Option.

            


    

    


    
      	
               

            	
              (Q)

            	
              “Participant”
                means any Eligible Person who holds an outstanding Award under the
                Plan.

            


    

    


    
      	
               

            	
              (R)

            	
              “Performance
                Awards”
                means an Award under Section 11 hereof entitling a Participant to
                a
                payment in cash at the end of a performance period, if the performance
                and
                other conditions established by the Committee are
                satisfied.

            


    

    


    
      	
               

            	
              (S)

            	
              “Plan”
                means this Progenics Pharmaceuticals, Inc. 2005 Stock Incentive Plan
                as
                amended herein, and as may be amended from time to time, effective
                as
                provided in Section 15.1 hereof. 

            


    

    


    
      	
               

            	
              (T)

            	
              “Restricted
                Stock Award”
                means a grant of shares of Common Stock to an Eligible Person under
                Section 8 hereof that are issued subject to such vesting and transfer
                restrictions and such other conditions as are set forth in the Plan
                and
                the applicable Award Agreement.

            


    

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

    


    
      	
               

            	
              (U)

            	
              “Section
                162(m) Award”
                means any Award that is intended to qualify for the “performance-based”
                compensation exception under section 162(m) of the Code and the
                regulations promulgated thereunder.

            


    

    


    
      	
               

            	
              (V)

            	
              “Service”
                means a Participant’s employment or other service relationship with the
                Company or any Subsidiary.

            


    

    


    
      	
               

            	
              (W)

            	
              “Stock
                Appreciation Right”
                means a contractual right granted to an Eligible Person under Section
                7
                hereof entitling such Eligible Person to receive a payment, representing
                the difference between the base price per share of the right and
                the Fair
                Market Value of a share of Common Stock at such time, and subject
                to such
                conditions, as are set forth in the Plan and the applicable Award
                Agreement.

            


    

    


    
      	
               

            	
              (X)

            	
              “Stock
                Award”
                means a grant of shares of Common Stock to an Eligible Person under
                Section 10 hereof entitling a Participant to shares of Common Stock
                that
                are issued free of transfer restrictions and forfeiture
                conditions.

            


    

    


    
      	
               

            	
              (Y)

            	
              “Stock
                Option”
                means a contractual right granted to an Eligible Person under Section
                6
                hereof to purchase shares of Common Stock at such time and price,
                and
                subject to such conditions, as are set forth in the Plan and the
                applicable Award Agreement.

            


    

    


    
      	
               

            	
              (Z)

            	
              “Stock
                Unit Award”
                means a contractual right granted to an Eligible Person under Section
                9
                hereof representing notional unit interests equal in value to a share
                of
                Common Stock to be paid and distributed at such times, and subject
                to such
                conditions, as are set forth in the Plan and the applicable Award
                Agreement.

            


    

    


    
      	
                       
                (AA) 

            	
              “Subsidiary”
                means an entity (whether or not a corporation) that is wholly or
                majority
                owned or controlled, directly or indirectly, by the Company, or any
                other
                affiliate of the Company that is so designated, from time to time,
                by the
                Committee; provided, however, that with respect to Incentive Stock
                Options, the term “Subsidiary” shall include only an entity that qualifies
                under section 424(f) of the Code as a “subsidiary corporation” with
                respect to the Company.

            


    

     

    3.
      Administration

     

    Section
      3.1     Committee
      Members.     The
      Plan shall be administered by a Committee comprised of no fewer than two members
      of the Board. It is intended that each Committee member shall satisfy the
      requirements for (i) an “independent director” under rules adopted by the
      NASDAQ, (ii) a “nonemployee director” for purposes of such Rule 16b-3 under the
      Exchange Act and (iii) an “outside director” under section 162(m) of the Code.
      No member of the Committee shall be liable for any action or determination
      made
      in good faith by the Committee with respect to the Plan or any Award
      hereunder.

     


    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    


     

    Section
      3.2     Committee
      Authority.     The
      Committee shall have such powers and authority as may be necessary or
      appropriate for the Committee to carry out its functions as described in the
      Plan. Subject to the express limitations of the Plan, the Committee shall have
      authority in its discretion to determine the Eligible Persons to whom, and
      the
      time or times at which, Awards may be granted, the number of shares, units
      or
      other rights subject to each Award, the exercise, base or purchase price of
      an
      Award (if any), the time or times at which an Award will become vested,
      exercisable or payable, the performance criteria, performance goals and other
      conditions of an Award, the duration of the Award, and all other terms of the
      Award. Subject to the terms of the Plan, the Committee shall have the authority
      to amend the terms of an Award in any manner that is not inconsistent with
      the
      Plan, provided that no such action shall adversely affect the rights of a
      Participant with respect to an outstanding Award without the Participant’s
      consent. The Committee shall also have discretionary authority to interpret
      the
      Plan, to make all factual determinations under the Plan, and to make all other
      determinations necessary or advisable for Plan administration, including,
      without limitation, to correct any defect, to supply any omission or to
      reconcile any inconsistency in the Plan or any Award Agreement hereunder. The
      Committee may prescribe, amend, and rescind rules and regulations relating
      to
      the Plan. The Committee’s determinations under the Plan need not be uniform and
      may be made by the Committee selectively among Participants and Eligible
      Persons, whether or not such persons are similarly situated. The Committee
      shall, in its discretion, consider such factors as it deems relevant in making
      its interpretations, determinations and actions under the Plan including,
      without limitation, the recommendations or advice of any officer or employee
      of
      the Company or such attorneys, consultants, accountants or other advisors as
      it
      may select. All interpretations, determinations, and actions by the Committee
      shall be final, conclusive, and binding upon all parties.

     

    Section
      3.3     Delegation
      of Authority.     The
      Committee shall have the right, from time to time, to delegate to one or more
      officers of the Company the authority of the Committee to grant Awards under
      the
      Plan, subject to the requirements of section 157(c) of the Delaware General
      Corporation Law (or any successor provision) and such other limitations as
      the
      Committee shall determine. In no event shall any such delegation of authority
      be
      permitted with respect to Awards to any members of the Board or to any Eligible
      Person who is subject to Rule 16b-3 under the Exchange Act or who is a covered
      employee under section 162(m) of the Code. The Committee shall also be permitted
      to delegate, to any appropriate officer or employee of the Company,
      responsibility for performing ministerial functions under the Plan. In the
      event
      that the Committee’s authority is delegated to officers or employees in
      accordance with the foregoing, all provisions of the Plan relating to the
      Committee shall be interpreted in a manner consistent with the foregoing by
      treating any such reference as a reference to such officer or employee for
      such
      purpose. Any action undertaken in accordance with the Committee’s delegation of
      authority hereunder shall have the same force and effect as if such action
      was
      undertaken directly by the Committee and shall be deemed for all purposes of
      the
      Plan to have been taken by the Committee.

     


    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    


     

    Section
      3.4     Grants
      to Non-Employee Directors.     Any
      Awards or formula for granting Awards under the Plan made to non-employee
      directors shall be approved by the Board. With respect to awards granted to
      such
      directors, all rights, powers and authorities vested in the Committee under
      the
      Plan shall instead be exercised by the Board, and all provisions of the Plan
      relating to the Committee shall be interpreted in a manner consistent with
      the
      foregoing by treating any such reference as a reference to the Board for such
      purpose.

     

    4.
      Shares Subject to the Plan

     

    Section
      4.1     Share
      Limitation.     Subject
      to adjustment pursuant to Section 4.2 hereof, the maximum aggregate number
      of
      shares of Common Stock which may be issued under all Awards granted to
      Participants under the Plan shall be 3,950,000 shares. Shares of Common Stock
      issued under the Plan may be either authorized but unissued shares or shares
      held in the Company’s treasury. Any shares of Common Stock subject to Awards of
      Stock Options or Stock Appreciation Rights that are settled in Common Stock
      shall be counted against the maximum share limitations of this Section 4.1
      as
      one share of Common Stock for every share of Common Stock subject thereto,
      regardless of the number of shares of Common Stock actually issued to settle
      the
      Stock Option or Stock Appreciation Right upon exercise. Any shares of Common
      Stock subject to Awards of Restricted Stock Awards, Stock Unit Awards or Stock
      Awards shall be counted against the maximum share limitations of this Section
      4.1 as 1.78 shares of Common Stock for every share of Common Stock subject
      thereto. To the extent that any Award under the Plan payable in shares of Common
      Stock is forfeited, cancelled, returned to the Company for failure to satisfy
      vesting requirements or upon the occurrence of other forfeiture events, or
      otherwise terminates without payment being made thereunder, the shares of Common
      Stock covered thereby will no longer be counted against the foregoing maximum
      share limitations and may again be made subject to Awards under the Plan
      pursuant to such limitations. Any Awards under the Plan that are settled in
      cash
      and not in shares of Common Stock shall not be counted against the foregoing
      maximum share limitations.

     

    Section
      4.2     Adjustments.     If
      there shall occur any change with respect to the outstanding shares of Common
      Stock by reason of any recapitalization, reclassification, stock dividend,
      extraordinary dividend, stock split, reverse stock split, or other distribution
      with respect to the shares of Common Stock, or any merger, reorganization,
      consolidation, combination, spin-off or other similar corporate change, or
      any
      other change affecting the Common Stock, the Committee shall, in the manner
      and
      to the extent that it deems appropriate and equitable to the Participants and
      consistent with the terms of the Plan, cause an adjustment to be made in (i)
      the
      maximum numbers and kind of shares provided in Section 4.1 hereof, (ii) the
      maximum numbers and kind of shares or units set forth in Sections 6.1, 7.1,
      8.1,
      9.1 and 10.1 hereof, (iii) the numbers and kind of shares of Common Stock,
      units, or other rights subject to then outstanding Awards, (iv) the price for
      each share or unit or other right subject to then outstanding Awards, (v) the
      performance measures or goals relating to an Award and (vi) any other terms
      of
      an Award that are affected by the event to prevent dilution or enlargement
      of a
      Participant’s rights under an Award. Notwithstanding the foregoing, in the case
      of Incentive Stock Options, any such adjustments shall, to the extent
      practicable, be made in a manner consistent with the requirements of section
      424(a) of the Code.

     


    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    


     

    5.
      Participation and Awards

     

    Section
      5.1     Designation
      of Participants.     All
      Eligible Persons are eligible to be designated by the Committee to receive
      Awards and become Participants under the Plan. The Committee has the authority,
      in its discretion, to determine and designate from time to time those Eligible
      Persons who are to be granted Awards, the types of Awards to be granted and
      the
      number of shares of Common Stock or units subject to Awards granted under the
      Plan. In selecting Eligible Persons to be Participants and in determining the
      type and amount of Awards to be granted under the Plan, the Committee shall
      consider any and all factors that it deems relevant or appropriate.

     

    Section
      5.2     Determination
      of Awards.     The
      Committee shall determine the terms and conditions of all Awards granted to
      Participants in accordance with its authority under Section 3.2 hereof. An
      Award
      may consist of one type of right or benefit hereunder or of two or more such
      rights or benefits granted in tandem or in the alternative. In the case of
      any
      fractional share or unit resulting from the grant, vesting, payment or crediting
      of dividends or dividend equivalents under an Award, the Committee shall have
      the discretionary authority to (i) disregard such fractional share or unit,
      (ii)
      round such fractional share or unit to the nearest lower or higher whole share
      or unit, or (iii) convert such fractional share or unit into a right to receive
      a cash payment. To the extent deemed necessary by the Committee, an Award shall
      be evidenced by an Award Agreement as described in Section 14.1
      hereof.

     

    6.
      Stock Options

     

    Section
      6.1     Grant
      of Stock Option.     A
      Stock Option may be granted to any Eligible Person selected by the Committee.
      Subject to the provisions of Section 6.7 hereof and section 422 of the Code,
      each Stock Option shall be designated, in the discretion of the Committee,
      as an
      Incentive Stock Option or as a Nonqualified Stock Option. The maximum number
      of
      shares of Common Stock that may be subject to Stock Options granted to any
      Participant during any calendar year shall be limited to 750,000 shares (subject
      to adjustment as provided in Section 4.2 hereof).

     

    Section
      6.2     Exercise
      Price.     The
      exercise price per share of a Stock Option shall not be less than 100 percent
      of
      the Fair Market Value of the shares of Common Stock on the Date of Grant,
      provided that the Committee may in its discretion specify for any Stock Option
      an exercise price per share that is higher than the Fair Market Value on the
      Date of Grant.

     

    Section
      6.3     Vesting
      of Stock Options.     The
      Committee shall in its discretion prescribe the time or times at which, or
      the
      conditions upon which, a Stock Option or portion thereof shall become vested
      and/or exercisable. The requirements for vesting and exercisability of a Stock
      Option may be based on the continued Service of the Participant with the Company
      or a Subsidiary for a specified time period (or periods) or on the attainment
      of
      a specified performance goal (or goals) established by the Committee in its
      discretion. The Committee may, in its discretion, accelerate the vesting or
      exercisability of any Stock Option at any time.

     


    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    


     

    Section
      6.4     Term
      of Stock Options.     The
      Committee shall in its discretion prescribe in an Award Agreement the period
      during which a vested Stock Option may be exercised, provided that the maximum
      term of a Stock Option shall be ten years from the Date of Grant. A Stock Option
      may be earlier terminated as specified by the Committee and set forth in an
      Award Agreement upon or following the termination of a Participant’s Service
      with the Company or any Subsidiary, including by reason of voluntary
      resignation, death, Disability, termination for cause or any other reason.
      Except as otherwise provided in this Section 6 or in an Award Agreement, no
      Stock Option may be exercised at any time during the term thereof unless the
      Participant is then in the Service of the Company or one of its
      Subsidiaries.

     

    Section
      6.5     Stock
      Option Exercise; Tax Withholding.     Subject
      to such terms and conditions as shall be specified in an Award Agreement, a
      Stock Option may be exercised in whole or in part at any time during the term
      thereof by notice in the form required by the Company, together with payment
      of
      the aggregate exercise price therefor and applicable withholding tax. Payment
      of
      the exercise price shall be made in the manner set forth in an Award Agreement,
      unless otherwise provided by the Committee: (i) in cash or by cash equivalent
      acceptable to the Committee; (ii) by payment in shares of Common Stock that
      have
      been held by the Participant for at least six months (or such period as the
      Committee may deem appropriate for accounting purposes or otherwise), valued
      at
      the Fair Market Value of such shares on the date of exercise; (iii) through
      an
      open-market broker-assisted sales transaction pursuant to which the Company
      is
      promptly delivered the amount of proceeds necessary to satisfy the exercise
      price; (iv) by a combination of the foregoing methods; or (v) by such other
      method as may be approved by the Committee and set forth in an Award Agreement.
      In addition to and at the time of payment of the exercise price, the Participant
      shall pay to the Company the full amount of any and all applicable income tax,
      employment tax and other amounts required to be withheld in connection with
      such
      exercise, payable under such of the methods described above for the payment
      of
      the exercise price as may be approved by the Committee and set forth in an
      Award
      Agreement.

     

    Section
      6.6     Limited
      Transferability of Nonqualified Stock Options.     All
      Stock Options shall be nontransferable except (i) upon the Participant’s death,
      in accordance with Section 14.3 hereof or (ii) in the case of Nonqualified
      Stock
      Options only, for the transfer of all or part of the Stock Option to a
      Participant’s “family member” (as defined for purposes of the Form S-8
      registration statement under the Securities Act of 1933), or as otherwise
      permitted by the Committee, in each case as may be approved by the Committee
      in
      its discretion at the time of proposed transfer. The transfer of a Nonqualified
      Stock Option may be subject to such terms and conditions as the Committee may
      in
      its discretion impose from time to time. Subsequent transfers of a Nonqualified
      Stock Option shall be prohibited other than in accordance with Section 14.3
      hereof.

     


    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    


     

    Section
      6.7     Additional
      Rules for Incentive Stock Options.

     

    
      	
               

            	
              (i)

            	
              Eligibility.     An
                Incentive Stock Option may only be granted to an Eligible Person
                who is
                considered an employee under Treasury Regulation §1.421-7(h) of the
                Company or any Subsidiary.

            


    

    


    
      	
               

            	
              (ii)

            	
              Annual
                Limits.     No
                Incentive Stock Option shall be granted to an Eligible Person as
                a result
                of which the aggregate Fair Market Value (determined as of the Date
                of
                Grant) of the stock with respect to which Incentive Stock Options
                are
                exercisable for the first time in any calendar year under the Plan
                and any
                other stock option plans of the Company or any Subsidiary would exceed
                $100,000, determined in accordance with section 422(d) of the Code.
                This
                limitation shall be applied by taking Incentive Stock Options into
                account
                in the order in which granted.

            


    

    


    
      	
               

            	
              (iii)

            	
              Ten
                Percent Stockholders.     If
                a Stock Option granted under the Plan is intended to be an Incentive
                Stock
                Option, and if the Participant, at the time of grant, owns stock
                possessing ten percent or more of the total combined voting power
                of all
                classes of Common Stock of the Company or any Subsidiary, then (A)
                the
                Stock Option exercise price per share shall in no event be less than
                110
                percent of the Fair Market Value of the Common Stock on the date
                of such
                grant and (B) such Stock Option shall not be exercisable after the
                expiration of five years following the date such Stock Option is
                granted.

            


    

    


    
      	
               

            	
              (iv)

            	
              Termination
                of Employment.     An
                Award of an Incentive Stock Option may provide that such Stock Option
                may
                be exercised not later than 3 months following termination of employment
                of the Participant with the Company and all Subsidiaries, or not
                later
                than one year following death or a permanent and total disability
                within
                the meaning of section 22(e)(3) of the Code, as and to the extent
                determined by the Committee to comply with the requirements of section
                422
                of the Code.

            


    

    


    
      	
               

            	
              (v)

            	
              Other
                Terms and Conditions; Nontransferability.     Any
                Incentive Stock Option granted hereunder shall contain such additional
                terms and conditions, not inconsistent with the terms of the Plan,
                as are
                deemed necessary or desirable by the Committee, which terms, together
                with
                the terms of the Plan, shall be intended and interpreted to cause
                such
                Incentive Stock Option to qualify as an “incentive stock option” under
                section 422 of the Code. An Award Agreement for an Incentive Stock
                Option
                may provide that such Stock Option shall be treated as a Nonqualified
                Stock Option to the extent that certain requirements applicable to
                “incentive stock options” under the Code shall not be satisfied. An
                Incentive Stock Option shall by its terms be nontransferable other
                than by
                will or by the laws of descent and distribution, and shall be exercisable
                during the lifetime of a Participant only by such
                Participant.

            


    

    


    
      	
               

            	
              (vi)

            	
              Disqualifying
                Dispositions.     If
                shares of Common Stock acquired by exercise of an Incentive Stock
                Option
                are disposed of within two years following the Date of Grant or one
                year
                following the transfer of such shares to the Participant upon exercise,
                the Participant shall, promptly following such disposition, notify
                the
                Company in writing of the date and terms of such disposition and
                provide
                such other information regarding the disposition as the Company may
                reasonably require.

            


    

     

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    


     

    Section
      6.8     Repricing
      of Stock Options Prohibited.     Subject
      to the anti-dilution adjustment provisions contained in Section 4.2 hereof,
      without the prior approval of the Company’s stockholders, evidenced by a
      majority of votes cast, neither the Committee nor the Board shall cause the
      cancellation, substitution or amendment of a Stock Option that would have the
      effect of reducing the exercise price of such a Stock Option previously granted
      under the Plan, or otherwise approve any modification to such a Stock Option
      that would be treated as a “repricing.”

     

    7.
      Stock Appreciation Rights

     

    Section
      7.1     Grant
      of Stock Appreciation Rights.     A
      Stock Appreciation Right may be granted to any Eligible Person selected by
      the
      Committee. Stock Appreciation Rights may be granted on a basis that allows
      for
      the exercise of the right by the Participant or that provides for the automatic
      payment of the right upon a specified date or event. The maximum number of
      shares of Common Stock that may be subject to Stock Appreciation Rights granted
      to any Participant during any calendar year shall be limited to 750,000 shares
      (subject to adjustment as provided in Section 4.2 hereof).

     

    Section
      7.2     Freestanding
      Stock Appreciation Rights.     A
      Stock Appreciation Right may be granted without any related Stock Option. The
      Committee shall in its discretion prescribe the time or times at which, or
      the
      conditions upon which, a Stock Appreciation Right or portion thereof shall
      become vested and/or exercisable. The requirements for vesting and
      exercisability of a Stock Appreciation Right may be based on the continued
      Service of a Participant with the Company or a Subsidiary for a specified time
      period (or periods) or on the attainment of a specified performance goal (or
      goals) established by the Committee in its discretion. A Stock Appreciation
      Right will be exercisable or payable at such time or times as determined by
      the
      Committee, provided that the maximum term of a Stock Appreciation Right shall
      be
      ten years from the Date of Grant. The Committee may, in its discretion,
      accelerate the vesting or exercisability of any Stock Appreciation Right at
      any
      time. The base price of a Stock Appreciation Right granted without any related
      Stock Option shall be determined by the Committee in its sole discretion;
      provided, however, that the base price per share of any such freestanding Stock
      Appreciation Right shall not be less than 100 percent of the Fair Market Value
      of the shares of Common Stock on the Date of Grant.

     

    Section
      7.3     Tandem
      Stock Option/Stock Appreciation Rights.     A
      Stock Appreciation Right may be granted in tandem with a Stock Option, either
      at
      the time of grant or at any time thereafter during the term of the Stock Option.
      A tandem Stock Option/Stock Appreciation Right will entitle the holder to elect,
      as to all or any portion of the number of shares subject to the Award, to
      exercise either the Stock Option or the Stock Appreciation Right, resulting
      in
      the reduction of the corresponding number of shares subject to the right so
      exercised as well as the tandem right not so exercised. A Stock Appreciation
      Right granted in tandem with a Stock Option hereunder shall have a base price
      per share equal to the per share exercise price of the Stock Option, will be
      vested and exercisable at the same time or times that a related Stock Option
      is
      vested and exercisable, and will expire no later than the time at which the
      related Stock Option expires.

     


    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    


     

    Section
      7.4     Payment
      of Stock Appreciation Rights.     A
      Stock Appreciation Right will entitle the holder, upon exercise or other payment
      of the Stock Appreciation Right, as applicable, to receive an amount determined
      by multiplying: (i) the excess of the Fair Market Value of a share of Common
      Stock on the date of exercise or payment of the Stock Appreciation Right over
      the base price of such Stock Appreciation Right, by (ii) the number of shares
      as
      to which such Stock Appreciation Right is exercised or paid. Payment of the
      amount determined under the foregoing may be made, as approved by the Committee
      and set forth in the Award Agreement, in shares of Common Stock valued at their
      Fair Market Value on the date of exercise or payment, in cash, or in a
      combination of shares of Common Stock and cash, subject to applicable tax
      withholding requirements.

     

    Section
      7.5     Repricing
      of Stock Appreciation Rights Prohibited.     Subject
      to the anti-dilution adjustment provisions contained in Section 4.2 hereof,
      without the prior approval of the Company’s stockholders, evidenced by a
      majority of votes cast, neither the Committee nor the Board shall cause the
      cancellation, substitution or amendment of a Stock Appreciation Right that
      would
      have the effect of reducing the base price of such a Stock Appreciation Right
      previously granted under the Plan, or otherwise approve any modification to
      such
      a Stock Appreciation Right that would be treated as a “repricing.”

     

    8.
      Restricted Stock Awards

     

    Section
      8.1     Grant
      of Restricted Stock Awards.     A
      Restricted Stock Award may be granted to any Eligible Person selected by the
      Committee. The Committee may require the payment by the Participant of a
      specified purchase price in connection with any Restricted Stock Award. The
      Committee may grant Restricted Stock Awards that are Section 162(m) Awards,
      as
      well as Restricted Stock Awards that are not Section 162(m) Awards. The maximum
      number of shares of Common Stock that may be subject to Restricted Stock Awards
      granted to a Participant during any one calendar year shall be limited to
      250,000 shares (subject to adjustment as provided in Section 4.2
      hereof).

     

    Section
      8.2     Vesting
      Requirements.     The
      restrictions imposed on shares of Common Stock granted under a Restricted Stock
      Award shall lapse in accordance with the vesting requirements specified by
      the
      Committee in the Award Agreement. The requirements for vesting of a Restricted
      Stock Award may be based on the continued Service of the Participant with the
      Company or its Subsidiaries for a specified time period (or periods) or on
      the
      attainment of a specified performance goal (or goals) established by the
      Committee in its discretion. The Committee may, in its discretion, accelerate
      the vesting of a Restricted Stock Award at any time. In the case of any
      Restricted Stock Award that is a Section 162(m) Award, any such
      performance-based vesting requirements shall be based upon the performance
      criteria identified in Section 12.2 hereof, and the terms of the Award shall
      otherwise comply with the requirements described in Section 12.3 hereof. If
      the
      vesting requirements of a Restricted Stock Award shall not be satisfied, the
      Award shall be forfeited and the shares of Common Stock subject to the Award
      shall be returned to the Company. In the event that the Participant paid any
      purchase price with respect to such forfeited shares, unless otherwise provided
      by the Committee in an Award Agreement, the Company will refund to the
      Participant the lesser of (i) such purchase price and (ii) the Fair Market
      Value
      of such shares on the date of forfeiture.

     


    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    


     

    Section
      8.3     Restrictions.     Shares
      granted under any Restricted Stock Award may not be transferred, assigned or
      subject to any encumbrance, pledge, or charge until all applicable restrictions
      are removed or have expired, unless otherwise allowed by the Committee. Failure
      to satisfy any applicable restrictions shall result in the shares subject to
      the
      Restricted Stock Award being forfeited and returned to the Company. In the
      event
      that the Participant paid any purchase price with respect to such forfeited
      shares, unless otherwise provided by the Committee in an Award Agreement, the
      Company will refund to the Participant the lesser of (i) such purchase price
      and
      (ii) the Fair Market Value of such shares on the date of forfeiture. The
      Committee may require in an Award Agreement that certificates representing
      the
      shares granted under a Restricted Stock Award bear a legend making appropriate
      reference to the restrictions imposed, and that certificates representing the
      shares granted or sold under a Restricted Stock Award will remain in the
      physical custody of an escrow holder until all restrictions are removed or
      have
      expired.

     

    Section
      8.4     Rights
      as Stockholder.     Subject
      to the foregoing provisions of this Section 8 and the applicable Award
      Agreement, the Participant shall have all rights of a stockholder with respect
      to the shares granted to the Participant under a Restricted Stock Award,
      including the right to vote the shares and receive all dividends and other
      distributions paid or made with respect thereto, unless the Committee determines
      otherwise at the time the Restricted Stock Award is granted. The Committee
      may
      provide in an Award Agreement for the payment of dividends and distributions
      to
      the Participant at such times as paid to stockholders generally or at the times
      of vesting or other payment of the Restricted Stock Award.

     

    Section
      8.5     Section
      83(b) Election.     If
      a Participant makes an election pursuant to section 83(b) of the Code with
      respect to a Restricted Stock Award, the Participant shall file, within 30
      days
      following the Date of Grant, a copy of such election with the Company and with
      the Internal Revenue Service, in accordance with the regulations under section
      83 of the Code. The Committee may provide in an Award Agreement that the
      Restricted Stock Award is conditioned upon the Participant’s making or
      refraining from making an election with respect to the Award under section
      83(b)
      of the Code.

     

    9.
      Stock Unit Awards

     

    Section
      9.1     Grant
      of Stock Unit Awards.     A
      Stock Unit Award may be granted to any Eligible Person selected by the
      Committee. The value of each stock unit under a Stock Unit Award is equal to
      the
      Fair Market Value of the Common Stock on the applicable date or time period
      of
      determination, as specified by the Committee. The Committee may grant Stock
      Unit
      Awards that are Section 162(m) Awards, as well as Stock Unit Awards that are
      not
      Section 162(m) Awards. The maximum number of units that may be subject to Stock
      Unit Awards granted to a Participant during any one calendar year shall be
      limited to 250,000 units (subject to adjustment as provided in Section 4.2
      hereof). A Stock Unit Award shall be subject to such restrictions and conditions
      as the Committee shall determine. A Stock Unit Award may be granted together
      with a dividend equivalent right with respect to the shares of Common Stock
      subject to the Award, which may be accumulated and may be deemed reinvested
      in
      additional stock units, as determined by the Committee in its
      discretion.

     


    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    


     

    Section
      9.2     Vesting
      of Stock Unit Awards.     On
      the Date of Grant, the Committee shall, in its discretion, determine any vesting
      requirements with respect to a Stock Unit Award, which shall be set forth in
      the
      Award Agreement. The requirements for vesting of a Stock Unit Award may be
      based
      on the continued Service of the Participant with the Company or its Subsidiaries
      for a specified time period (or periods) or on the attainment of a specified
      performance goal (or goals) established by the Committee in its discretion.
      The
      Committee may, in its discretion, accelerate the vesting of a Stock Unit Award
      at any time. In the case of any Stock Unit Award that is a Section 162(m) Award,
      any such performance-based vesting requirements shall be based upon the
      performance criteria identified in Section 12.2 hereof, and the terms of the
      Award shall otherwise comply with the requirements described in Section 12.3
      hereof. A Stock Unit Award may also be granted on a fully vested basis, with
      a
      deferred payment date as may be determined by the Committee or elected by the
      Participant in accordance with the rules established by the
      Committee.

     

    Section
      9.3     Payment
      of Stock Unit Awards.     A
      Stock Unit Award shall become payable to a Participant at the time or times
      determined by the Committee and set forth in the Award Agreement, which may
      be
      upon or following the vesting of the Award. Payment of a Stock Unit Award may
      be
      made, at the discretion of the Committee, in cash or in shares of Common Stock,
      or in a combination thereof, subject to applicable tax withholding requirements.
      Any cash payment of a Stock Unit Award shall be made based upon the Fair Market
      Value of the Common Stock, determined on such date or over such time period
      as
      determined by the Committee. In the case of a Participant who is a "specified
      employee" as defined in Section 409A of the Code at the time of any payment
      of a
      Stock Unit Award upon the Participant’s termination of Service, the payments
      under the Stock Unit Award shall be deferred until the date that is six months
      following the Participant's termination of Service to the extent necessary
      to
      comply with Section 409A of the Code, with the terms of such deferral and
      payment to be made in the manner determined by the Committee and set forth
      in
      the Award Agreement.

     

    Section
      9.4     No
      Rights as Stockholder.     The
      Participant shall not have any rights as a stockholder with respect to the
      shares subject to a Stock Unit Award until such time as shares of Common Stock
      are delivered to the Participant pursuant to the terms of the Award
      Agreement.

     

    10.
      Stock Awards

     

    Section
      10.1     Grant
      of Stock Awards.     A
      Stock Award may be granted to any Eligible Person selected by the Committee. A
      Stock Award may be granted for past services, in lieu of bonus or other cash
      compensation, as directors’ compensation or for any other valid purpose as
      determined by the Committee. A Stock Award granted to an Eligible Person
      represents shares of Common Stock that are issued free of restrictions on
      transfer and free of forfeiture conditions and to which such Eligible Person
      is
      entitled all incidents of ownership, except as otherwise provided in the Plan
      and the Award Agreement. The Committee may, in connection with any Stock Award,
      require the payment of a specified purchase price. The Committee may grant
      Stock
      Awards that are Section 162(m) Awards, as well as Stock Awards that are not
      Section 162(m) Awards. The maximum number of shares of Common Stock that may
      be
      subject to Stock Awards granted to a Participant during any one calendar year
      shall be limited to 250,000 shares (subject to adjustment as provided in Section
      4.2 hereof).

     


    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    


     

    Section
      10.2     Rights
      as Stockholder.     Subject
      to the foregoing provisions of this Section 10 and the applicable Award
      Agreement, upon the issuance of the shares of Common Stock under a Stock Award,
      the Participant shall have all rights of a stockholder with respect to the
      shares of Common Stock, including the right to vote the shares and receive
      all
      dividends and other distributions paid or made with respect
      thereto.

     

    11.
      Performance Awards

     

    Section
      11.1     Grant
      of Performance Awards.     The
      Committee may grant Performance Awards under the Plan, which shall represent
      the
      right to receive a payment in cash if performance goals established by the
      Committee for a performance period are satisfied. The Committee may grant
      Performance Awards that are Section 162(m) Awards, as well as Performance Awards
      that are not Section 162(m) Awards. At the time a Performance Award is granted,
      the Committee shall determine, in its sole discretion, the applicable
      performance period and performance goals to be achieved during the performance
      period, as well as such other conditions as the Committee deems appropriate.
      The
      Committee may also determine a target payment amount or a range of payment
      amounts for each Award. The performance goals applicable to a Performance Award
      grant may be subject to adjustments as the Committee shall deem appropriate
      to
      reflect significant unforeseen events, such as changes in law, accounting
      practices or unusual or nonrecurring items or occurrences. The Committee’s
      authority to make such adjustments shall be subject to such limitations as
      the
      Committee deems appropriate in the case of a Performance Award that is a Section
      162(m) Award. In the case of any Performance Award that is a Section 162(m)
      Award, performance goals shall be based upon the performance criteria identified
      in Section 12.2 hereof, and the terms of the Award shall otherwise comply with
      the requirements described in Section 12.3 hereof. The maximum amount of cash
      compensation that may be paid to a Participant during any one calendar year
      under Performance Awards shall be $1 million.

     

    Section
      11.2     Payment
      of Performance Awards.     At
      the end of the performance period, the Committee shall determine the extent
      to
      which performance goals have been attained, or a degree of achievement between
      minimum and maximum levels, in order to establish the level of payment to be
      made, if any. Payments of Performance Awards shall generally be made as soon
      as
      practicable following the end of the performance period, subject to any tax
      withholding requirements. In the case of a Participant who is a "specified
      employee" as defined in Section 409A of the Code at the time of any payment
      of a
      Performance Award upon the Participant’s termination of Service, the payments
      under the Performance Award shall be deferred until the date that is six months
      following the Participant's termination of Service to the extent necessary
      to
      comply with Section 409A of the Code, with the terms of such deferral and
      payment to be made in the manner determined by the Committee and set forth
      in
      the Award Agreement.

     

    12.
      Section 162(m) Awards

     

    Section
      12.1     Awards.     Awards
      of Stock Options and Stock Appreciation Rights granted under the Plan are
      intended by their terms to qualify as Section 162(m) Awards. Restricted Stock
      Awards, Stock Unit Awards, Stock Awards and Performance Awards granted under
      the
      Plan may qualify as Section 162(m) Awards if the Awards are granted or become
      payable or vested based upon pre-established performance goals in accordance
      with this Section 12.

     


    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    


     

    Section
      12.2     Performance
      Criteria.     In
      the case of a Restricted Stock Award, Stock Unit Award, Stock Award or
      Performance Award that is intended to be a Section 162(m) Award, the performance
      criteria upon which the grant, payment or vesting may be based shall be limited
      to one or more of the following performance measures, which may be applied
      with
      respect to the Company, any Subsidiary or any business unit: (i) total
      stockholder return; (ii) stock price increase; (iii) return on equity; (iv)
      return on capital; (v) return on investment; (vi) earnings per share, diluted
      or
      basic; (vii) EBIT (earnings before interest and taxes); (viii) EBITDA (earnings
      before interest, taxes, depreciation and amortization); (ix) cash flow
      (including operating cash flow, free cash flow, discounted cash flow, and cash
      flow in excess of costs of capital); (x) net or gross revenue; (xi) operating
      expenses; (xii) gross or operating margin; (xiii) execution of a corporate
      collaboration agreement relating to a product candidate of the Company; (xiv)
      acceptance by the U.S. Food and Drug Administration (“FDA”) or a comparable
      foreign regulatory authority of a final New Drug Application, a Biologic License
      Application or similar document; (xv) approval for marketing of a product
      candidate of the Company by the FDA or a comparable foreign regulatory
      authority; (xvi) obtaining a specified level of financing for the Company,
      as
      determined by the Committee, including through government grants (or similar
      awards) and the issuance of securities; and (xvii) commencement of a particular
      stage of clinical trials for a product candidate of the Company. The foregoing
      performance criteria shall have any reasonable definitions that the Committee
      may specify, which may include or exclude any items specified by the Committee,
      including but not limited to any or all of the following items: discontinued
      operations, extraordinary, unusual or non-recurring items, effects of accounting
      changes, effects of currency or interest rate fluctuations, effects of financing
      activities (e.g., effect on earnings per share of issuing convertible debt
      securities), changes in tax rates, expenses for restructuring or productivity
      initiatives, litigation losses, non-operating items, effects of acquisitions
      or
      divestitures and changes of law or regulation affecting the Company’s business.
      The foregoing performance measures may be determined on an absolute basis or
      relative to internal goals or relative to levels attained in prior years, or
      related to other companies or indices, or as ratios expressing relationships
      between two or more performance measures. In the case of Awards that are not
      Section 162(m) Awards, the Committee may designate performance criteria from
      among the foregoing or such other performance criteria as it shall determine
      in
      its sole discretion.

     

    Section
      12.3     Section
      162(m) Requirements.     In
      the case of a Restricted Stock Award, Stock Unit Award, Stock Award or
      Performance Award that is intended to be a Section 162(m) Award, the Committee
      shall make such determinations with respect to an Award as required by section
      162(m) of the Code within 90 days after the beginning of the performance period
      (or such other time period as is required under section 162(m) of the Code).
      As
      and to the extent required by section 162(m) of the Code, the terms of an Award
      that is a Section 162(m) Award must state, in terms of an objective formula
      or
      standard, the method of computing the amount of compensation payable under
      the
      Award, and must preclude discretion to increase the amount of compensation
      payable under the terms of the Award (but may allow the Committee discretion
      to
      decrease the amount of compensation payable).

     


    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    


     

    13.
      Change in Control

     

    Section
      13.1     Effect
      of Change in Control.     The
      Committee may, at the time of the grant of an Award and as set forth in an
      Award
      Agreement, provide for the effect of a “Change in Control” on an Award. Such
      provisions may include any one or more of the following: (i) the acceleration
      or
      extension of time periods for purposes of exercising, vesting in, or realizing
      gain from any Award, (ii) the elimination or modification of performance or
      other conditions related to the payment or other rights under an Award, (iii)
      provision for the cash settlement of an Award for an equivalent cash value,
      as
      determined by the Committee, or (iv) such other modification or adjustment
      to an
      Award as the Committee deems appropriate to maintain and protect the rights
      and
      interests of Participants upon or following a Change in Control. To the extent
      necessary for compliance with Section 409A of the Code, an Award Agreement
      shall
      provide that an Award subject to the requirements of Section 409A that would
      otherwise become payable upon a Change in Control shall only become payable
      to
      the extent that the requirements for a “change in control” for purposes of
      Section 409A have been satisfied. 

     

    Section
      13.2     Definition
      of Change in Control.     For
      purposes of the Plan, unless otherwise defined in an Award Agreement, a “Change
      in Control” shall be deemed to have occurred upon:

     

    
      	
               

            	
              (i)

            	
              a
                change in the composition of the Board such that during any period
                of two
                consecutive years, individuals who at the beginning of such period
                constitute the Board, and any new director (other than a director
                designated by a person who has entered into an agreement with the
                Company
                to effect a transaction described in clause (ii) or (iii) of this
                Section
                13.2) whose election by the Board or nomination for election by the
                Company’s stockholders was approved by a vote of at least two-thirds of
                the directors then still in office who either were directors at the
                beginning of the period or whose election or nomination for election
                was
                previously so approved, cease for any reason to constitute at least
                a
                majority of the members thereof;

            


    

    


    
      	
               

            	
              (ii)

            	
              the
                approval by the stockholders of the Company of a merger, consolidation,
                reorganization or similar corporate transaction, whether or not the
                Company is the surviving corporation in such transaction, in which
                outstanding shares of Common Stock are converted into (A) shares
                of stock
                of another company, other than a conversion into shares of voting
                common
                stock of the successor corporation (or a holding company thereof)
                representing more than 50% of the voting power of all capital stock
                thereof outstanding immediately after the merger or consolidation,
                or (B)
                other securities (of either the Company or another company) or cash
                or
                other property;

            


    

    



    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    


    


    
      	
               

            	
              (iii)

            	
              any
                “Person” (as such term is used in Sections 13(d)(3) and 14(d)(2) of the
                Exchange Act), except that such term shall not include (A) the Company,
                (B) a trustee or other fiduciary holding securities under an employee
                benefit plan of the Company, (C) an underwriter temporarily holding
                securities pursuant to an offering of such securities, or (D) a
                corporation owned, directly or indirectly, by the stockholders of
                the
                Company in substantially the same proportions as their ownership
                of stock
                of the Company, who is or becomes the “Beneficial Owner” (as defined in
                Rule 13d-3 under the Exchange Act), directly or indirectly, of securities
                of the Company (not including in the securities Beneficially Owned
                by such
                Person any securities acquired directly from the Company) representing
                30%
                or more of the voting power of all capital stock thereof outstanding,
                excluding any Person who is an officer or director of the Company
                or who
                becomes such a Beneficial Owner in connection with a transaction
                described
                in clause (ii) of this Section 13.2;
                or

            


    

    


    
      	
               

            	
              (iv)

            	
              the
                approval by the stockholders of the Company of (A) the sale or other
                disposition of all or substantially all of the assets of the Company,
                or
                (B) a complete liquidation or dissolution of the
                Company.

            


    

     

     

    14.
      General Provisions

     

    Section
      14.1     Award
      Agreement.     To
      the extent deemed necessary by the Committee, an Award under the Plan shall
      be
      evidenced by an Award Agreement in a written or electronic form approved by
      the
      Committee setting forth the number of shares of Common Stock or units subject
      to
      the Award, the exercise price, base price, or purchase price of the Award,
      the
      time or times at which an Award will become vested, exercisable or payable
      and
      the term of the Award. The Award Agreement may also set forth the effect on
      an
      Award of termination of Service under certain circumstances. The Award Agreement
      shall be subject to and incorporate, by reference or otherwise, all of the
      applicable terms and conditions of the Plan, and may also set forth other terms
      and conditions applicable to the Award as determined by the Committee consistent
      with the limitations of the Plan. Award Agreements evidencing Incentive Stock
      Options shall contain such terms and conditions as may be necessary to meet
      the
      applicable provisions of section 422 of the Code. The grant of an Award under
      the Plan shall not confer any rights upon the Participant holding such Award
      other than such terms, and subject to such conditions, as are specified in
      the
      Plan as being applicable to such type of Award (or to all Awards) or as are
      expressly set forth in the Award Agreement. The Committee need not require
      the
      execution of an Award Agreement by a Participant, in which case, acceptance
      of
      the Award by the Participant shall constitute agreement by the Participant
      to
      the terms, conditions, restrictions and limitations set forth in the Plan and
      the Award Agreement as well as the administrative guidelines of the Company
      in
      effect from time to time.

     


    
      
        
        

      

      
        16

        
          

        

      

      
        
        

      

    


     

    Section
      14.2     Forfeiture
      Events/Representations.     The
      Committee may specify in an Award Agreement at the time of the Award that the
      Participant’s rights, payments and benefits with respect to an Award shall be
      subject to reduction, cancellation, forfeiture or recoupment upon the occurrence
      of certain specified events, in addition to any otherwise applicable vesting
      or
      performance conditions of an Award. Such events shall include, but shall not
      be
      limited to, termination of Service for cause, violation of material Company
      policies, breach of noncompetition, confidentiality or other restrictive
      covenants that may apply to the Participant, or other conduct by the Participant
      that is detrimental to the business or reputation of the Company. The Committee
      may also specify in an Award Agreement that the Participant’s rights, payments
      and benefits with respect to an Award shall be conditioned upon the Participant
      making a representation regarding compliance with noncompetition,
      confidentiality or other restrictive covenants that may apply to the Participant
      and providing that the Participant’s rights, payments and benefits with respect
      to an Award shall be subject to reduction, cancellation, forfeiture or
      recoupment on account of a breach of such representation.

     

    Section
      14.3     No
      Assignment or Transfer; Beneficiaries.     Except
      as provided in Section 6.6 hereof, Awards under the Plan shall not be assignable
      or transferable by the Participant, except by will or by the laws of descent
      and
      distribution, and shall not be subject in any manner to assignment, alienation,
      pledge, encumbrance or charge. Notwithstanding the foregoing, the Committee
      may
      provide in an Award Agreement that the Participant shall have the right to
      designate a beneficiary or beneficiaries who shall be entitled to any rights,
      payments or other benefits specified under an Award following the Participant’s
      death. During the lifetime of a Participant, an Award shall be exercised only
      by
      such Participant or such Participant’s guardian or legal representative. In the
      event of a Participant’s death, an Award may, to the extent permitted by the
      Award Agreement, be exercised by the Participant’s beneficiary as designated by
      the Participant in the manner prescribed by the Committee or, in the absence
      of
      an authorized beneficiary designation, by the legatee of such Award under the
      Participant’s will or by the Participant’s estate in accordance with the
      Participant’s will or the laws of descent and distribution, in each case in the
      same manner and to the same extent that such Award was exercisable by the
      Participant on the date of the Participant’s death.

     

    Section
      14.4     Deferrals
      of Payment. The
      Committee may in its discretion permit a Participant to defer the receipt of
      payment of cash or delivery of shares of Common Stock that would otherwise
      be
      due to the Participant by virtue of the exercise of a right or the satisfaction
      of vesting or other conditions with respect to an Award. If any such deferral
      is
      to be permitted by the Committee, the Committee shall establish rules and
      procedures relating to such deferral in a manner intended to comply with the
      requirements of Section 409A of the Code, including, without limitation, the
      time when an election to defer may be made, the time period of the deferral
      and
      the events that would result in payment of the deferred amount, the interest
      or
      other earnings attributable to the deferral and the method of funding, if any,
      attributable to the deferred amount.

     

    Section
      14.5     Rights
      as Stockholder.     A
      Participant shall have no rights as a holder of shares of Common Stock with
      respect to any unissued securities covered by an Award until the date the
      Participant becomes the holder of record of such securities. Except as provided
      in Section 4.2 hereof, no adjustment or other provision shall be made for
      dividends or other stockholder rights, except to the extent that the Award
      Agreement provides for dividend payments or dividend equivalent
      rights.

     


    
      
        
        

      

      
        17

        
          

        

      

      
        
        

      

    


     

    Section
      14.6     Employment
      or Service.     Nothing
      in the Plan, in the grant of any Award or in any Award Agreement shall confer
      upon any Eligible Person or Participant any right to continue in the Service
      of
      the Company or any of its Subsidiaries, or interfere in any way with the right
      of the Company or any of its Subsidiaries to terminate the employment or other
      service relationship of an Eligible Person or Participant for any reason at
      any
      time.

     

    Section
      14.7     Securities
      Laws.     No
      shares of Common Stock will be issued or transferred pursuant to an Award unless
      and until all then applicable requirements imposed by Federal and state
      securities and other laws, rules and regulations and by any regulatory agencies
      having jurisdiction, and by any exchanges upon which the shares of Common Stock
      may be listed, have been fully met. As a condition precedent to the issuance
      of
      shares pursuant to the grant or exercise of an Award, the Company may require
      the Participant to take any reasonable action to meet such requirements. The
      Committee may impose such conditions on any shares of Common Stock issuable
      under the Plan as it may deem advisable, including, without limitation,
      restrictions under the Securities Act of 1933, as amended, under the
      requirements of any exchange upon which such shares of the same class are then
      listed, and under any blue sky or other securities laws applicable to such
      shares. The Committee may also require the Participant to represent and warrant
      at the time of issuance or transfer that the shares of Common Stock are being
      acquired only for investment purposes and without any current intention to
      sell
      or distribute such shares.

     

    Section
      14.8     Tax
      Withholding.     The
      Participant shall be responsible for payment of any taxes or similar charges
      required by law to be withheld from an Award or an amount paid in satisfaction
      of an Award, which shall be paid by the Participant on or prior to the payment
      or other event that results in taxable income in respect of an Award. The Award
      Agreement may specify the manner in which the withholding obligation shall
      be
      satisfied with respect to the particular type of Award.

     

    Section
      14.9     Unfunded
      Plan.     The
      adoption of the Plan and any reservation of shares of Common Stock or cash
      amounts by the Company to discharge its obligations hereunder shall not be
      deemed to create a trust or other funded arrangement. Except upon the issuance
      of Common Stock pursuant to an Award, any rights of a Participant under the
      Plan
      shall be those of a general unsecured creditor of the Company, and neither
      a
      Participant nor the Participant’s permitted transferees or estate shall have any
      other interest in any assets of the Company by virtue of the Plan.
      Notwithstanding the foregoing, the Company shall have the right to implement
      or
      set aside funds in a grantor trust, subject to the claims of the Company’s
      creditors or otherwise, to discharge its obligations under the
      Plan.

     


    
      
        
        

      

      
        18

        
          

        

      

      
        
        

      

    


     

    Section
      14.10     Other
      Compensation and Benefit Plans.     The
      adoption of the Plan shall not affect any other stock incentive or other
      compensation plans in effect for the Company or any Subsidiary, nor shall the
      Plan preclude the Company from establishing any other forms of stock incentive
      or other compensation or benefit program for employees of the Company or any
      Subsidiary. The amount of any compensation deemed to be received by a
      Participant pursuant to an Award shall not constitute includable compensation
      for purposes of determining the amount of benefits to which a Participant is
      entitled under any other compensation or benefit plan or program of the Company
      or any Subsidiary, including, without limitation, under any bonus, pension,
      profit-sharing, life insurance, salary continuation or severance benefits plan,
      except to the extent specifically provided by the terms of any such
      plan.

     

    Section
      14.11     Plan
      Binding on Transferees.     The
      Plan shall be binding upon the Company, its transferees and assigns, and the
      Participant, the Participant’s executor, administrator and permitted transferees
      and beneficiaries.

     

    Section
      14.12     Severability.     If
      any provision of the Plan or any Award Agreement shall be determined to be
      illegal or unenforceable by any court of law in any jurisdiction, the remaining
      provisions hereof and thereof shall be severable and enforceable in accordance
      with their terms, and all provisions shall remain enforceable in any other
      jurisdiction.

     

    Section
      14.13     Foreign
      Jurisdictions.     The
      Committee may adopt, amend and terminate such arrangements and grant such
      Awards, not inconsistent with the intent of the Plan, as it may deem necessary
      or desirable to comply with any tax, securities, regulatory or other laws of
      other jurisdictions with respect to Awards that may be subject to such laws.
      The
      terms and conditions of such Awards may vary from the terms and conditions
      that
      would otherwise be required by the Plan solely to the extent the Committee
      deems
      necessary for such purpose. Moreover, the Board may approve such supplements
      to
      or amendments, restatements or alternative versions of the Plan, not
      inconsistent with the intent of the Plan, as it may consider necessary or
      appropriate for such purposes, without thereby affecting the terms of the Plan
      as in effect for any other purpose.

     

    Section
      14.14     Substitute
      Awards in Corporate Transactions.     Nothing
      contained in the Plan shall be construed to limit the right of the Committee
      to
      grant Awards under the Plan in connection with the acquisition, whether by
      purchase, merger, consolidation or other corporate transaction, of the business
      or assets of any corporation or other entity. Without limiting the foregoing,
      the Committee may grant Awards under the Plan to an employee or director of
      another corporation who becomes an Eligible Person by reason of any such
      corporate transaction in substitution for awards previously granted by such
      corporation or entity to such person. The terms and conditions of the substitute
      Awards may vary from the terms and conditions that would otherwise be required
      by the Plan solely to the extent the Committee deems necessary for such purpose.
      Any shares of Common Stock subject to these substitute Awards shall not be
      counted against any of the maximum share limitations set forth in the
      Plan.

     


    
      
        
        

      

      
        19

        
          

        

      

      
        
        

      

    


     

    Section
      14.15 Governing
      Law.     The
      Plan and all rights hereunder shall be subject to and interpreted in accordance
      with the laws of the State of Delaware, without reference to the principles
      of
      conflicts of laws, and to applicable Federal securities laws.

     

    Section
      14.16 Section
      409A Compliance. To
      the
      extent applicable, it is intended that the Plan and all Awards hereunder comply
      with the requirements of Section 409A of the Code, and the Plan and all Award
      Agreements shall be interpreted and applied by the Committee in a manner
      consistent with this intent in order to avoid the imposition of any additional
      tax under Section 409A of the Code. In the event that any provision of the
      Plan
      or an Award Agreement is determined by the Committee to not comply with the
      applicable requirements of Section 409A of the Code, the Committee shall have
      the authority to take such actions and to make such interpretations or changes
      to the Plan or an Award Agreement as the Committee deems necessary to comply
      with such requirements, provided that the Committee shall act in a manner that
      is intended to
      preserve the economic value of the Award to the Participant. Notwithstanding
      the foregoing or anything elsewhere in the Plan or an Award Agreement to the
      contrary, if a Participant is a "specified employee" as defined in Section
      409A
      of the Code at the time of termination of Service with respect to an Award,
      then
      solely to the extent necessary to avoid the imposition of any additional tax
      under Section 409A of the Code, the commencement of any payments or benefits
      under the Award shall be deferred until the date that is six months following
      the Participant's termination of Service (or such other period as required
      to
      comply with Section 409A).

     

    15.
      Effective Date, Amendment and Termination

     

    Section
      15.1     Effective
      Date.     The
      Plan became effective following its adoption by the Board and its approval
      by
      the Company’s stockholders on the date of the 2005 Annual Meeting of
      Stockholders. The term of the Plan shall be ten (10) years from the date of
      such
      adoption by the Board, subject to Section 15.3 hereof. The Plan as amended
      and
      restated herein became effective following its adoption by the Board and its
      approval by the Company’s stockholders on the date of the 2007 Annual Meeting of
      Stockholders.

     

    Section
      15.2     Amendment.     The
      Board may at any time and from time to time and in any respect, amend or modify
      the Plan. The Board may seek the approval of any amendment or modification
      by
      the Company’s stockholders to the extent it deems necessary or advisable in its
      discretion for purposes of compliance with section 162(m) or section 422 of
      the
      Code, the listing requirements of the NASDAQ or other exchange or securities
      market or for any other purpose. No amendment or modification of the Plan shall
      adversely affect any Award theretofore granted without the consent of the
      Participant or the permitted transferee of the Award. Notwithstanding the
      foregoing and notwithstanding anything to the contrary in the Plan, the Board
      may amend the Plan and any outstanding Award Agreement solely to comply with
      any
      new regulations or other guidance from the Internal Revenue Service under
      section 409A of the Code without the consent of the Participant or the permitted
      transferee of the Award.

     

     Section
      15.3     Termination.     The
      Plan shall terminate on April 4, 2015, which is the date immediately preceding
      the tenth anniversary of the date of the Plan’s adoption by the Board. The Board
      may, in its discretion and at any earlier date, terminate the Plan.
      Notwithstanding the foregoing, no termination of the Plan shall adversely affect
      any Award theretofore granted without the consent of the Participant or the
      permitted transferee of the Award.