Unassociated Document


    

      EXHIBIT
        10.1

    

    
 

    ROK
      ENTERTAINMENT GROUP INC.

     

    2007
      INCENTIVE COMPENSATION PLAN

     

    1.
      Purpose.
      The
      purpose of this ROK ENTERTAINMENT GROUP INC. 2007 INCENTIVE COMPENSATION PLAN
      (the “Plan”) is to assist ROK Entertainment Group Inc. (formerly CyberFund,
      Inc.), a Delaware corporation (the “Company”) and its Related Entities (as
      hereinafter defined) in attracting, motivating, retaining and rewarding
      high-quality executives and other employees, officers, directors, consultants
      and other persons who provide services to the Company or its Related Entities
      by
      enabling such persons to acquire or increase a proprietary interest in the
      Company in order to strengthen the mutuality of interests between such persons
      and the Company’s shareholders, and providing such persons with performance
      incentives to expend their maximum efforts in the creation of shareholder
      value.

     

    2.
      Definitions.
      For
      purposes of the Plan, the following terms shall be defined as set forth below,
      in addition to such terms defined in Section 1 hereof.

     

    (a)
      “Award” means any Option, Stock Appreciation Right, Restricted Stock Award,
      Deferred Stock Award, Share granted as a bonus or in lieu of another award,
      Dividend Equivalent, Other Stock-Based Award or Performance Award, together
      with
      any other right or interest, granted to a Participant under the
      Plan.

     

    (b)
      “Award Agreement” means any written agreement, contract or other instrument or
      document evidencing any Award granted by the Committee hereunder.

     

    (c)
      “Beneficiary” means the person, persons, trust or trusts that have been
      designated by a Participant in his or her most recent written beneficiary
      designation filed with the Committee to receive the benefits specified under
      the
      Plan upon such Participant’s death or to which Awards or other rights are
      transferred if and to the extent permitted under Section 10(b) hereof. If,
      upon
      a Participant’s death, there is no designated Beneficiary or surviving
      designated Beneficiary, then the term Beneficiary means the person, persons,
      trust or trusts entitled by will or the laws of descent and distribution to
      receive such benefits.

     

    (d)
      “Beneficial Owner” shall have the meaning ascribed to such term in Rule 13d-3
      under the Exchange Act and any successor to such Rule.

     

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

     

    (f)
      “Cause” shall, with respect to any Participant have the meaning specified in the
      Award Agreement. In the absence of any definition in the Award Agreement,
“Cause” shall have the equivalent meaning or the same meaning as “cause” or “for
      cause” set forth in any employment, consulting, or other agreement for the
      performance of services between the Participant and the Company or a Related
      Entity or, in the absence of any such agreement or any such definition in such
      agreement, such term shall mean (i) the failure by the Participant to perform,
      in a reasonable manner, his or her duties as assigned by the Company or a
      Related Entity, (ii) any violation or breach by the Participant of his or her
      employment, consulting or other similar agreement with the Company or a Related
      Entity, if any, (iii) any violation or breach by the Participant of any
      non-competition, non-solicitation, non-disclosure and/or other similar agreement
      with the Company or a Related Entity, (iv) any act by the Participant of
      dishonesty or bad faith with respect to the Company or a Related Entity, (v)
      use
      of alcohol, drugs or other similar substances in a manner that adversely affects
      the Participant’s work performance, or (vi) the commission by the Participant of
      any act, misdemeanor, or crime reflecting unfavorably upon the Participant
      or
      the Company or any Related Entity. The good faith determination by the Committee
      of whether the Participant’s Continuous Service was terminated by the Company
      for “Cause” shall be final and binding for all purposes hereunder.

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

     

    (g)
      “Change in Control” means a Change in Control as defined with related terms in
      Section 9(b) of the Plan.

     

    (h)
      “Code” means the Internal Revenue Code of 1986, as amended from time to time,
      including regulations thereunder and successor provisions and regulations
      thereto.

     

    (i)
      “Committee” means a committee designated by the Board to administer the Plan;
      provided, however, that if the Board fails to designate a committee or if there
      are no longer any members on the committee so designated by the Board, then
      the
      Board shall serve as the Committee. The Committee shall consist of at least
      two
      directors, and each member of the Committee shall be (i) a “non-employee
      director” within the meaning of Rule 16b-3 (or any successor rule) under the
      Exchange Act, unless administration of the Plan by “non-employee directors” is
      not then required in order for exemptions under Rule 16b-3 to apply to
      transactions under the Plan, (ii) an “outside director” within the meaning of
      Section 162(m) of the Code, and (iii) “Independent.”

     

    (j)
      “Consultant” means any person (other than an Employee or a Director, solely with
      respect to rendering services in such person’s capacity as a director) who is
      engaged by the Company or any Related Entity to render consulting or advisory
      services to the Company or such Related Entity.

     

    (k)
      “Continuous Service” means the uninterrupted provision of services to the
      Company or any Related Entity in any capacity of Employee, Director, Consultant
      or other service provider. Continuous Service shall not be considered to be
      interrupted in the case of (i) any approved leave of absence, (ii) transfers
      among the Company, any Related Entities, or any successor entities, in any
      capacity of Employee, Director, Consultant or other service provider, or (iii)
      any change in status as long as the individual remains in the service of the
      Company or a Related Entity in any capacity of Employee, Director, Consultant
      or
      other service provider (except as otherwise provided in the Award Agreement).
      An
      approved leave of absence shall include sick leave, military leave, or any
      other
      authorized personal leave.

     

    (l)
      “Covered Employee” means an Eligible Person who is a “covered employee” within
      the meaning of Section 162(m)(3) of the Code, or any successor provision
      thereto.

     

    (m)
      “Deferred Stock” means a right to receive Shares, including Restricted Stock,
      cash or a combination thereof, at the end of a specified deferral
      period.

     

    (n)
      “Deferred Stock Award” means an Award of Deferred Stock granted to a Participant
      under Section 6(e) hereof.

     

    (o)
      “Director” means a member of the Board or the board of directors of any Related
      Entity.

     

    (p)
      “Disability” means a permanent and total disability (within the meaning of
      Section 22(e) of the Code), as determined by a medical doctor satisfactory
      to
      the Committee.

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    (q)
      “Discounted Option” means any Option awarded under Section 6(b) hereof with an
      exercise price that is less than the Fair Market Value of a Share on the date
      of
      grant.

     

    (r)
      “Discounted Stock Appreciation Right” means any Stock Appreciation Right awarded
      under Section 6(c) hereof with an exercise price that is less than the Fair
      Market Value of a Share on the date of grant.

     

    (s)
      “Dividend Equivalent” means a right, granted to a Participant under Section 6(g)
      hereof, to receive cash, Shares, other Awards or other property equal in value
      to dividends paid with respect to a specified number of Shares, or other
      periodic payments.

     

    (t)
      “Effective Date” means the effective date of the Plan, which shall be November
      14, 2007.

     

    (u)
      “Eligible Person” means each officer, Director, Employee, Consultant and other
      person who provides services to the Company or any Related Entity. The foregoing
      notwithstanding, only employees of the Company, or any parent corporation or
      subsidiary corporation of the Company (as those terms are defined in Sections
      424(e) and (f) of the Code, respectively), shall be Eligible Persons for
      purposes of receiving any Incentive Stock Options. An Employee on leave of
      absence may be considered as still in the employ of the Company or a Related
      Entity for purposes of eligibility for participation in the Plan.

     

    (v)
      “Employee” means any person, including an officer or Director, who is an
      employee of the Company or any Related Entity. The payment of a director’s fee
      by the Company or a Related Entity shall not be sufficient to constitute
“employment” by the Company.

     

    (w)
      “Exchange Act” means the Securities Exchange Act of 1934, as amended from time
      to time, including rules thereunder and successor provisions and rules thereto.
      

     

    (x)
“Fair
      Market Value” means the fair market value of Shares, Awards or other property as
      determined by the Committee, or under procedures established by the Committee.
      Unless otherwise determined by the Committee, the Fair Market Value of a Share
      as of any given date shall be the closing sale price per Share reported on
      a
      consolidated basis for stock listed on the principal stock exchange or market
      on
      which Shares are traded on the date as of which such value is being determined
      or, if there is no sale on that date, then on the last previous day on which
      a
      sale was reported.

     

    (y)
“Good
      Reason” shall, with respect to any Participant, have the meaning specified in
      the Award Agreement. In the absence of any definition in the Award Agreement,
      “Good Reason” shall have the equivalent meaning or the same meaning as “good
      reason” or “for good reason” set forth in any employment, consulting or other
      agreement for the performance of services between the Participant and the
      Company or a Related Entity or, in the absence of any such agreement or any
      such
      definition in such agreement, such term shall mean (i) the assignment to the
      Participant of any duties inconsistent in any material respect with the
      Participant’s position, authority, duties or responsibilities as assigned by the
      Company or a Related Entity, or any other action by the Company or a Related
      Entity which results in a material diminution in such position, authority,
      duties or responsibilities, excluding for this purpose any action not taken
      in
      bad faith and which is remedied by the Company or a Related Entity promptly
      after receipt of notice thereof given by the Participant, or any action taken
      with the consent of the Participant; or (ii) any material failure by the Company
      or a Related Entity to comply with its obligations to the Participant as agreed
      upon, other than any failure not occurring in bad faith and which is remedied
      by
      the Company or a Related Entity promptly after receipt of notice thereof given
      by the Participant.

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    (z)
      “Incentive Stock Option” means any Option intended to be designated as an
      incentive stock option within the meaning of Section 422 of the Code or any
      successor provision thereto.

     

    (aa)
      “Independent,” when referring to either the Board or members of the Committee,
      shall have the same meaning as used in the rules of the Nasdaq Stock Market
      or
      any national securities exchange on which any securities of the Company are
      listed for trading, and if not listed for trading, by the rules of the Nasdaq
      Stock Market.

     

    (bb)
      “Incumbent Board” means the Incumbent Board as defined in Section 9(b)(ii) of
      the Plan.

     

    (cc)
      “Option” means a right granted to a Participant under Section 6(b) hereof, to
      purchase Shares or other Awards at a specified price during specified time
      periods.

     

    (dd)
      “Optionee” means a person to whom an Option is granted under this Plan or any
      person who succeeds to the rights of such person under this Plan.

     

    (ee)
      “Option Proceeds” means the cash actually received by the Company for the
      exercise price in connection with the exercise of Options that are exercised
      after the Effective Date of the Plan, plus the maximum tax benefit that could
      be
      realized by the Company as a result of the exercise of such Options, which
      tax
      benefit shall be determined by multiplying (i) the amount that is deductible
      for
      Federal income tax purposes as a result of any such option exercise (currently,
      equal to the amount upon which the Participant’s withholding tax obligation is
      calculated), times (ii) the maximum Federal corporate income tax rate for the
      year of exercise. With respect to Options, to the extent that a Participant
      pays
      the exercise price and/or withholding taxes with Shares, Option Proceeds shall
      not be calculated with respect to the amounts so paid in Shares.

     

    (ff)
      “Other Stock-Based Awards” means Awards granted to a Participant under Section
      6(i) hereof.

     

    (gg)
      “Outside Director” means a member of the Board who is not an
      Employee.

     

    (hh)
      “Participant” means a person who has been granted an Award under the Plan which
      remains outstanding, including a person who is no longer an Eligible
      Person.

     

    (ii)
      “Performance Award” shall mean any Award of Performance Shares or Performance
      Units granted pursuant to Section 6(h).(jj) “Performance Period” means that
      period established by the Committee at the time any Performance Award is granted
      or at any time thereafter during which any performance goals specified by the
      Committee with respect to such Award are to be measured.

     

    (kk)
      “Performance Share” means any grant pursuant to Section 6(h) of a unit valued by
      reference to a designated number of Shares, which value may be paid to the
      Participant by delivery of such property as the Committee shall determine,
      including cash, Shares, other property, or any combination thereof, upon
      achievement of such performance goals during the Performance Period as the
      Committee shall establish at the time of such grant or thereafter.

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    (ll)
      “Performance Unit” means any grant pursuant to Section 6(h) of a unit valued by
      reference to a designated amount of property (including cash) other than Shares,
      which value may be paid to the Participant by delivery of such property as
      the
      Committee shall determine, including cash, Shares, other property, or any
      combination thereof, upon achievement of such performance goals during the
      Performance Period as the Committee shall establish at the time of such grant
      or
      thereafter.

     

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

     

    (nn)
      “Related Entity” means any Subsidiary, and any business, corporation,
      partnership, limited liability company or other entity designated by Board
      in
      which the Company or a Subsidiary holds a substantial ownership interest,
      directly or indirectly.

     

    (oo)
      “Restricted Stock” means any Share issued with the restriction that the holder
      may not sell, transfer, pledge or assign such Share and with such risks of
      forfeiture and other restrictions as the Committee, in its sole discretion,
      may
      impose (including any restriction on the right to vote such Share and the right
      to receive any dividends), which restrictions may lapse separately or in
      combination at such time or times, in installments or otherwise, as the
      Committee may deem appropriate.

     

    (pp)
      “Restricted Stock Award” means an Award granted to a Participant under Section
      6(d) hereof.

     

    (qq)
      “Rule 16b-3” means Rule 16b-3, as from time to time in effect and applicable to
      the Plan and Participants, promulgated by the Securities and Exchange Commission
      under Section 16 of the Exchange Act.

     

    (rr)
      “Shareholder Approval Date” means the date on which this Plan is approved
      shareholders of the Company eligible to vote in the election of directors,
      by a
      vote sufficient to meet the requirements of Code Sections 162(m) (if applicable)
      and 422, Rule 16b-3 under the Exchange Act (if applicable), applicable
      requirements under the rules of any stock exchange or automated quotation system
      on which the Shares may be listed on quoted, and other laws, regulations and
      obligations of the Company applicable to the Plan.

     

    (ss)
      “Shares” means the shares of common stock of the Company, par value $.001 per
      share, and such other securities as may be substituted (or resubstituted) for
      Shares pursuant to Section 10(c) hereof.

     

    (tt)
      “Stock Appreciation Right” means a right granted to a Participant under Section
      6(c) hereof.

     

    (uu)
      “Subsidiary” means any corporation or other entity in which the Company has a
      direct or indirect ownership interest of 50% or more of the total combined
      voting power of the then outstanding securities or interests of such corporation
      or other entity entitled to vote generally in the election of directors or
      in
      which the Company has the right to receive 50% or more of the distribution
      of
      profits or 50% or more of the assets on liquidation or dissolution.

     

    (vv)
      “Substitute Awards” shall mean Awards granted or Shares issued by the Company in
      assumption of, or in substitution or exchange for, awards previously granted,
      or
      the right or obligation to make future awards, by a company acquired by the
      Company or any Related Entity or with which the Company or any Related Entity
      combines.

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    3.
      Administration.

     

    (a)
      Authority
      of the Committee.
      The
      Plan shall be administered by the Committee, except to the extent the Board
      elects to administer the Plan, in which case the Plan shall be administered
      by
      only those directors who are Independent Directors, in which case references
      herein to the “Committee” shall be deemed to include references to the
      Independent members of the Board. The Committee shall have full and final
      authority, subject to and consistent with the provisions of the Plan, to select
      Eligible Persons to become Participants, grant Awards, determine the type,
      number and other terms and conditions of, and all other matters relating to,
      Awards, prescribe Award Agreements (which need not be identical for each
      Participant) and rules and regulations for the administration of the Plan,
      construe and interpret the Plan and Award Agreements and correct defects, supply
      omissions or reconcile inconsistencies therein, and to make all other decisions
      and determinations as the Committee may deem necessary or advisable for the
      administration of the Plan. In exercising any discretion granted to the
      Committee under the Plan or pursuant to any Award, the Committee shall not
      be
      required to follow past practices, act in a manner consistent with past
      practices, or treat any Eligible Person or Participant in a manner consistent
      with the treatment of other Eligible Persons or Participants.

     

    (b)
      Manner
      of Exercise of Committee Authority.
      The
      Committee, and not the Board, shall exercise sole and exclusive discretion
      on
      any matter relating to a Participant then subject to Section 16 of the Exchange
      Act with respect to the Company to the extent necessary in order that
      transactions by such Participant shall be exempt under Rule 16b-3 under the
      Exchange Act. Any action of the Committee shall be final, conclusive and binding
      on all persons, including the Company, its Related Entities, Participants,
      Beneficiaries, transferees under Section 10(b) hereof or other persons claiming
      rights from or through a Participant, and shareholders. The express grant of
      any
      specific power to the Committee, and the taking of any action by the Committee,
      shall not be construed as limiting any power or authority of the Committee.
      The
      Committee may delegate to officers or managers of the Company or any Related
      Entity, or committees thereof, the authority, subject to such terms as the
      Committee shall determine, to perform such functions, including administrative
      functions as the Committee may determine to the extent that such delegation
      will
      not result in the loss of an exemption under Rule 16b-3(d)(1) for Awards granted
      to Participants subject to Section 16 of the Exchange Act in respect of the
      Company and will not cause Awards intended to qualify as “performance-based
      compensation” under Code Section 162(m) to fail to so qualify. The Committee may
      appoint agents to assist it in administering the Plan.

     

    (c)
      Limitation
      of Liability.
      The
      Committee and the Board, and each member thereof, shall be entitled to, in
      good
      faith, rely or act upon any report or other information furnished to him or
      her
      by any officer or Employee, the Company’s independent auditors, Consultants or
      any other agents assisting in the administration of the Plan. Members of the
      Committee and the Board, and any officer or Employee acting at the direction
      or
      on behalf of the Committee or the Board, shall not be personally liable for
      any
      action or determination taken or made in good faith with respect to the Plan,
      and shall, to the extent permitted by law, be fully indemnified and protected
      by
      the Company with respect to any such action or determination.

     


    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

    4.
      Shares
      Subject to Plan.

     

    (a)
      Limitation
      on Overall Number of Shares Available for Delivery under Plan.
      Subject
      to adjustment as provided in Section 10(c) hereof, the total number of Shares
      reserved and available for delivery under the Plan shall be 9,000,000. Any
      Shares delivered under the Plan may consist, in whole or in part, of authorized
      and unissued shares or treasury shares.

     

    (b)
      Application
      of Limitation to Grants of Award.
      No
      Award may be granted if the number of Shares to be delivered in connection
      with
      such an Award or, in the case of an Award relating to Shares but settled only
      in
      cash (such as cash-only Stock Appreciation Rights), the number of Shares to
      which such Award relates, exceeds the number of Shares remaining available
      for
      delivery under the Plan, minus the number of Shares deliverable in settlement
      of
      or relating to then outstanding Awards. The Committee may adopt reasonable
      counting procedures to ensure appropriate counting, avoid double counting (as,
      for example, in the case of tandem or substitute awards) and make adjustments
      if
      the number of Shares actually delivered differs from the number of Shares
      previously counted in connection with an Award.

     

    (c)
      Availability
      of Shares Not Delivered under Awards and Adjustments to Limits.

     

    (i)
      If
      any Shares subject to an Award are forfeited, expire or otherwise terminate
      without issuance of such Shares, or any Award is settled for cash or otherwise
      does not result in the issuance of all or a portion of the Shares subject to
      such Award or award, the Shares shall, to the extent of such forfeiture,
      expiration, termination, cash settlement or non-issuance, again be available
      for
      Awards under the Plan, subject to Section 4(c)(v) below.

     

    (ii)
      In
      the event that any Option or other Award granted hereunder is exercised through
      the tendering of Shares (either actually or by attestation) or by the
      withholding of Shares by the Company, or withholding tax liabilities arising
      from such option or other award are satisfied by the tendering of Shares (either
      actually or by attestation) or by the withholding of Shares by the Company,
      then
      only the number of Shares issued net of the Shares tendered or withheld shall
      be
      counted for purposes of determining the maximum number of Shares available
      for
      grant under the Plan.

     

    (iii)
      Shares reacquired by the Company on the open market using Option Proceeds shall
      be available for Awards under the Plan. The increase in Shares available
      pursuant to the repurchase of Shares with Option Proceeds shall not be greater
      than the amount of such proceeds divided by the Fair Market Value of a Share
      on
      the date of exercise of the Option giving rise to such Option
      Proceeds.

     

    (iv)
      Substitute Awards shall not reduce the Shares authorized for grant under the
      Plan or authorized for grant to a Participant in any period. Additionally,
      in
      the event that a company acquired by the Company or any Related Entity or with
      which the Company or any Related Entity combines has shares available under
      a
      pre-existing plan approved by shareholders and not adopted in contemplation
      of
      such acquisition or combination, the shares available for delivery pursuant
      to
      the terms of such pre-existing plan (as adjusted, to the extent appropriate,
      using the exchange ratio or other adjustment or valuation ratio or formula
      used
      in such acquisition or combination to determine the consideration payable to
      the
      holders of common stock of the entities party to such acquisition or
      combination) may be used for Awards under the Plan and shall not reduce the
      Shares authorized for delivery under the Plan; provided that Awards using such
      available shares shall not be made after the date awards or grants could have
      been made under the terms of the pre-existing plan, absent the acquisition
      or
      combination, and shall only be made to individuals who were not Employees or
      Directors prior to such acquisition or combination.

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

     

    (v)
      Any
      Shares that again become available for delivery pursuant to this Section 4(c)
      shall be added back as one (1) Share.

     

    (vi)
      Notwithstanding anything in this Section 4(c) to the contrary and solely for
      purposes of determining whether Shares are available for the delivery of
      Incentive Stock Options, the maximum aggregate number of shares that may be
      granted under this Plan shall be determined without regard to any Shares
      restored pursuant to this Section 4(c) that, if taken into account, would cause
      the Plan to fail the requirement under Code Section 422 that the Plan designate
      a maximum aggregate number of shares that may be issued.

     

    5.
      Eligibility;
      Per-Person Award Limitations.
      Awards
      may be granted under the Plan only to Eligible Persons. Subject to adjustment
      as
      provided in Section 10(c), in any fiscal year of the Company during any part
      of
      which the Plan is in effect, no Participant may be granted (i) Options or Stock
      Appreciation Rights with respect to more than 1,800,000 Shares or (ii)
      Restricted Stock, Deferred Stock, Performance Shares and/or Other Stock-Based
      Awards with respect to more than 1,800,000 Shares. In addition, the maximum
      dollar value payable to any one Participant with respect to Performance Units
      is
      (x) $1,000,000 with respect to any 12 month Performance Period, and (y) with
      respect to any Performance Period that is more than 12 months, $1,000,000
      multiplied by the number of full years in the Performance Period.

     

    6.
      Specific
      Terms of Awards.

     

    (a)
      General.
      Awards
      may be granted on the terms and conditions set forth in this Section 6. In
      addition, the Committee may impose on any Award or the exercise thereof, at
      the
      date of grant or thereafter (subject to Section 10(e)), such additional terms
      and conditions, not inconsistent with the provisions of the Plan, as the
      Committee shall determine, including terms requiring forfeiture of Awards in
      the
      event of termination of the Participant’s Continuous Service and terms
      permitting a Participant to make elections relating to his or her Award. The
      Committee shall retain full power and discretion to accelerate, waive or modify,
      at any time, any term or condition of an Award that is not mandatory under
      the
      Plan. Except in cases in which the Committee is authorized to require other
      forms of consideration under the Plan, or to the extent other forms of
      consideration must be paid to satisfy the requirements of applicable law, no
      consideration other than services may be required for the grant (but not the
      exercise) of any Award.

     

    (b)
      Options.
      The
      Committee is authorized to grant Options to any Eligible Person on the following
      terms and conditions:

     

    (i)
      Exercise Price. Other than in connection with Substitute Awards, the exercise
      price per Share purchasable under an Option shall be determined by the
      Committee, provided that such exercise price shall not, in the case of Incentive
      Stock Options, be less than 100% of the Fair Market Value of a Share on the
      grant
      of
      the Option and shall not, in any event, be less than the par value of a Share on
      the date of grant of the Option. If an Employee owns or is deemed to own (by
      reason of the attribution rules applicable under Section 424(d) of the Code)
      more than 10% of the combined voting power of all classes of stock of the
      Company (or any parent corporation or subsidiary corporation of the Company,
      as
      those terms are defined in Sections 424(e) and (f) of the Code, respectively)
      and an Incentive Stock Option is granted to such employee, the exercise price
      of
      such Incentive Stock Option (to the extent required by the Code at the time
      of
      grant) shall be no less than 110% of the Fair Market Value a Share on the date
      such Incentive Stock Option is granted.

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

     

    (ii)
      Time
      and Method of Exercise. The Committee shall determine the time or times at
      which
      or the circumstances under which an Option may be exercised in whole or in
      part
      (including based on achievement of performance goals and/or future service
      requirements), the time or times at which Options shall cease to be or become
      exercisable following termination of Continuous Service or upon other
      conditions, the methods by which the exercise price may be paid or deemed to
      be
      paid (including in the discretion of the Committee a cashless exercise
      procedure), the form of such payment, including, without limitation, cash,
      Shares, other Awards or awards granted under other plans of the Company or
      a
      Related Entity, or other property (including notes or other contractual
      obligations of Participants to make payment on a deferred basis provided that
      such deferred payments are not in violation of the Sarbanes-Oxley Act of 2002,
      or any rule or regulation adopted thereunder or any other applicable law),
      and
      the methods by or forms in which Shares will be delivered or deemed to be
      delivered to Participants.

     

    (iii)
      Incentive Stock Options. The terms of any Incentive Stock Option granted under
      the Plan shall comply in all respects with the provisions of Section 422 of
      the
      Code. Anything in the Plan to the contrary notwithstanding, no term of the
      Plan
      relating to Incentive Stock Options (including any Stock Appreciation Right
      issued in tandem therewith) shall be interpreted, amended or altered, nor shall
      any discretion or authority granted under the Plan be exercised, so as to
      disqualify either the Plan or any Incentive Stock Option under Section 422
      of
      the Code, unless the Participant has first requested, or consents to, the change
      that will result in such disqualification. Thus, if and to the extent required
      to comply with Section 422 of the Code, Options granted as Incentive Stock
      Options shall be subject to the following special terms and
      conditions:

     

    (A)
      the
      Option shall not be exercisable more than ten years after the date such
      Incentive Stock Option is granted; provided, however, that if a Participant
      owns
      or is deemed to own (by reason of the attribution rules of Section 424(d) of
      the
      Code) more than 10% of the combined voting power of all classes of stock of
      the
      Company (or any parent corporation or subsidiary corporation of the Company,
      as
      those terms are defined in Sections 424(e) and (f) of the Code, respectively)
      and the Incentive Stock Option is granted to such Participant, the term of
      the
      Incentive Stock Option shall be (to the extent required by the Code at the
      time
      of the grant) for no more than five years from the date of grant;
      and

     

    (B)
      The
      aggregate Fair Market Value (determined as of the date the Incentive Stock
      Option is granted) of the Shares with respect to which Incentive Stock Options
      granted under the Plan and all other option plans of the Company (and any parent
      corporation or subsidiary corporation of the Company, as those terms are defined
      in Sections 424(e) and (f) of the Code, respectively) during any calendar year
      exercisable for the first time by the Participant during any calendar year
      shall
      not (to the extent required by the Code at the time of the grant) exceed
      $100,000.

     

    (c)
      Stock
      Appreciation Rights. The Committee may grant Stock Appreciation Rights to any
      Eligible Person in conjunction with all or part of any Option granted under
      the
      Plan or at any subsequent time during the term of such Option (a “Tandem Stock
      Appreciation Right”), or without regard to any Option (a “Freestanding Stock
      Appreciation Right”), in each case upon such terms and conditions as the
      Committee may establish in its sole discretion, not inconsistent with the
      provisions of the Plan, including the following:

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

     

    (i)
      Right
      to Payment. A Stock Appreciation Right shall confer on the Participant to whom
      it is granted a right to receive, upon exercise thereof, the excess of (A)
      the
      Fair Market Value of one Share on the date of exercise over (B) the grant price
      of the Stock Appreciation Right as determined by the Committee. The grant price
      of a Stock Appreciation Right shall not be less than 100% of the Fair Market
      Value of a Share on the date of grant, in the case of a Freestanding Stock
      Appreciation Right, or less than the associated Option exercise price, in the
      case of a Tandem Stock Appreciation Right.(ii) Other Terms. The Committee shall
      determine at the date of grant or thereafter, the time or times at which and
      the
      circumstances under which a Stock Appreciation Right may be exercised in whole
      or in part (including based on achievement of performance goals and/or future
      service requirements), the time or times at which Stock Appreciation Rights
      shall cease to be or become exercisable following termination of Continuous
      Service or upon other conditions, the method of exercise, method of settlement,
      form of consideration payable in settlement, method by or forms in which Shares
      will be delivered or deemed to be delivered to Participants, whether or not
      a
      Stock Appreciation Right shall be in tandem or in combination with any other
      Award, and any other terms and conditions of any Stock Appreciation
      Right.

     

    (iii)
      Tandem Stock Appreciation Rights. Any Tandem Stock Appreciation Right may be
      granted at the same time as the related Option is granted or, for Options that
      are not Incentive Stock Options, at any time thereafter before exercise or
      expiration of such Option. Any Tandem Stock Appreciation Right related to an
      Option may be exercised only when the related Option would be exercisable and
      the Fair Market Value of the Shares subject to the related Option exceeds the
      exercise price at which Shares can be acquired pursuant to the Option. In
      addition, if a Tandem Stock Appreciation Right exists with respect to less
      than
      the full number of Shares covered by a related Option, then an exercise or
      termination of such Option shall not reduce the number of Shares to which the
      Tandem Stock Appreciation Right applies until the number of Shares then
      exercisable under such Option equals the number of Shares to which the Tandem
      Stock Appreciation Right applies. Any Option related to a Tandem Stock
      Appreciation Right shall no longer be exercisable to the extent the Tandem
      Stock
      Appreciation Right has been exercised, and any Tandem Stock Appreciation Right
      shall no longer be exercisable to the extent the related Option has been
      exercised.

     

    (d)
      Restricted Stock Awards. The Committee is authorized to grant Restricted Stock
      Awards to any Eligible Person on the following terms and
      conditions:

     

    (i)
      Grant
      and Restrictions. Restricted Stock Awards shall be subject to such restrictions
      on transferability, risk of forfeiture and other restrictions, if any, as the
      Committee may impose, or as otherwise provided in this Plan, covering a period
      of time specified by the Committee (the “Restriction Period”). The terms of any
      Restricted Stock Award granted under the Plan shall be set forth in a written
      Award Agreement which shall contain provisions determined by the Committee
      and
      not inconsistent with the Plan. The restrictions may lapse separately or in
      combination at such times, under such circumstances (including based on
      achievement of performance goals and/or future service requirements), in such
      installments or otherwise, as the Committee may determine at the date of grant
      or thereafter. Except to the extent restricted under the terms of the Plan
      and
      any Award Agreement relating to a Restricted Stock Award, a Participant granted
      Restricted Stock shall have all of the rights of a shareholder, including the
      right to vote the Restricted Stock and the right to receive dividends thereon
      (subject to any mandatory reinvestment or other requirement imposed by the
      Committee). During the Restriction Period, subject to Section 10(b) below,
      the
      Restricted Stock may not be sold, transferred, pledged, hypothecated, margined
      or otherwise encumbered by the Participant.

     

    (ii)
      Forfeiture. Except as otherwise determined by the Committee, upon termination
      of
      a Participant’s Continuous Service during the applicable Restriction Period, the
      Participant’s Restricted Stock that is at that time subject to a risk of
      forfeiture that has not lapsed or otherwise been satisfied shall be forfeited
      and reacquired by the Company; provided that the Committee may provide, by
      rule
      or regulation or in any Award Agreement, or may determine in any individual
      case, that forfeiture conditions relating to Restricted Stock Awards shall
      be
      waived in whole or in part in the event of terminations resulting from specified
      causes.

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

     

    (iii)
      Certificates for Stock. Restricted Stock granted under the Plan may be evidenced
      in such manner as the Committee shall determine. If certificates representing
      Restricted Stock are registered in the name of the Participant, the Committee
      may require that such certificates bear an appropriate legend referring to
      the
      terms, conditions and restrictions applicable to such Restricted Stock, that
      the
      Company retain physical possession of the certificates, and that the Participant
      deliver a stock power to the Company, endorsed in blank, relating to the
      Restricted Stock.

     

    (iv)
      Dividends and Splits. As a condition to the grant of a Restricted Stock Award,
      the Committee may require or permit a Participant to elect that any cash
      dividends paid on a Share of Restricted Stock be automatically reinvested in
      additional Shares of Restricted Stock or applied to the purchase of additional
      Awards under the Plan. Unless otherwise determined by the Committee, Shares
      distributed in connection with a stock split or stock dividend, and other
      property distributed as a dividend, shall be subject to restrictions and a
      risk
      of forfeiture to the same extent as the Restricted Stock with respect to which
      such Shares or other property have been distributed.

     

    (e)
      Deferred
      Stock Award.
      The
      Committee is authorized to grant Deferred Stock Awards to any Eligible Person
      on
      the following terms and conditions:

     

    (i)
      Award
      and Restrictions. Satisfaction of a Deferred Stock Award shall occur upon
      expiration of the deferral period specified for such Deferred Stock Award by
      the
      Committee (or, if permitted by the Committee, as elected by the Participant).
      In
      addition, a Deferred Stock Award shall be subject to such restrictions (which
      may include a risk of forfeiture) as the Committee may impose, if any, which
      restrictions may lapse at the expiration of the deferral period or at earlier
      specified times (including based on achievement of performance goals and/or
      future service requirements), separately or in combination, in installments
      or
      otherwise, as the Committee may determine. A Deferred Stock Award may be
      satisfied by delivery of Shares, cash equal to the Fair Market Value of the
      specified number of Shares covered by the Deferred Stock, or a combination
      thereof, as determined by the Committee at the date of grant or thereafter.
      Prior to satisfaction of a Deferred Stock Award, a Deferred Stock Award carries
      no voting or dividend or other rights associated with Share
      ownership.

     

    (ii)
      Forfeiture. Except as otherwise determined by the Committee, upon termination
      of
      a Participant’s Continuous Service during the applicable deferral period or
      portion thereof to which forfeiture conditions apply (as provided in the Award
      Agreement evidencing the Deferred Stock Award), the Participant’s Deferred Stock
      Award that is at that time subject to a risk of forfeiture that has not lapsed
      or otherwise been satisfied shall be forfeited; provided that the Committee
      may
      provide, by rule or regulation or in any Award Agreement, or may determine
      in
      any individual case, that forfeiture conditions relating to a Deferred Stock
      Award shall be waived in whole or in part in the event of terminations resulting
      from specified causes, and the Committee may in other cases waive in whole
      or in
      part the forfeiture of any Deferred Stock Award.

     

    (iii)
      Dividend Equivalents. Unless otherwise determined by the Committee at date
      of
      grant, any Dividend Equivalents that are granted with respect to any Deferred
      Stock Award shall be either (A) paid with respect to such Deferred Stock Award
      at the dividend payment date in cash or in Shares of unrestricted stock having
      a
      Fair Market Value equal to the amount of such dividends, or (B) deferred with
      respect to such Deferred Stock Award and the amount or value thereof
      automatically deemed reinvested in additional Deferred Stock, other Awards
      or
      other investment vehicles, as the Committee shall determine or permit the
      Participant to elect.

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

     

    (f)
      Bonus
      Stock and Awards in Lieu of Obligations.
      The
      Committee is authorized to grant Shares to any Eligible Persons as a bonus,
      or
      to grant Shares or other Awards in lieu of obligations to pay cash or deliver
      other property under the Plan or under other plans or compensatory arrangements,
      provided that, in the case of Eligible Persons subject to Section 16 of the
      Exchange Act, the amount of such grants remains within the discretion of the
      Committee to the extent necessary to ensure that acquisitions of Shares or
      other
      Awards are exempt from liability under Section 16(b) of the Exchange Act. Shares
      or Awards granted hereunder shall be subject to such other terms as shall be
      determined by the Committee.

     

    (g)
      Dividend Equivalents.
      The
      Committee is authorized to grant Dividend Equivalents to any Eligible Person
      entitling the Eligible Person to receive cash, Shares, other Awards, or other
      property equal in value to the dividends paid with respect to a specified number
      of Shares, or other periodic payments. Dividend Equivalents may be awarded
      on a
      free-standing basis or in connection with another Award. The Committee may
      provide that Dividend Equivalents shall be paid or distributed when accrued
      or
      shall be deemed to have been reinvested in additional Shares, Awards, or other
      investment vehicles, and subject to such restrictions on transferability and
      risks of forfeiture, as the Committee may specify.

     

    (h)
      Performance
      Awards.
      The
      Committee is authorized to grant Performance Awards to any Eligible Person
      payable in cash, Shares, or other Awards, on terms and conditions established
      by
      the Committee, subject to the provisions of Section 8 if and to the extent
      that
      the Committee shall, in its sole discretion, determine that an Award shall
      be
      subject to those provisions. The performance criteria to be achieved during
      any
      Performance Period and the length of the Performance Period shall be determined
      by the Committee upon the grant of each Performance Award; provided, however,
      that a Performance Period shall not be shorter than 12 months nor longer than
      five years. Except as provided in Section 9 or as may be provided in an Award
      Agreement, Performance Awards will be distributed only after the end of the
      relevant Performance Period. The performance goals to be achieved for each
      Performance Period shall be conclusively determined by the Committee and may
      be
      based upon the criteria set forth in Section 8(b), or in the case of an Award
      that the Committee determines shall not be subject to Section 8 hereof, any
      other criteria that the Committee, in its sole discretion, shall determine
      should be used for that purpose. The amount of the Award to be distributed
      shall
      be conclusively determined by the Committee. Performance Awards may be paid
      in a
      lump sum or in installments following the close of the Performance Period or,
      in
      accordance with procedures established by the Committee, on a deferred
      basis.

     

    (i)
      Other
      Stock-Based Awards.
      The
      Committee is authorized, subject to limitations under applicable law, to grant
      to any Eligible Person such other Awards that may be denominated or payable
      in,
      valued in whole or in part by reference to, or otherwise based on, or related
      to, Shares, as deemed by the Committee to be consistent with the purposes of
      the
      Plan. Other Stock-Based Awards may be granted to Participants either alone
      or in
      addition to other Awards granted under the Plan, and such Other Stock-Based
      Awards shall also be available as a form of payment in the settlement of other
      Awards granted under the Plan. The Committee shall determine the terms and
      conditions of such Awards. Shares delivered pursuant to an Award in the nature
      of a purchase right granted under this Section 6(i) shall be purchased for
      such
      consideration (including, without limitation, loans from the Company or a
      Related Entity provided that such loans are not in violation of the Sarbanes
      Oxley Act of 2002, or any rule or regulation adopted thereunder or any other
      applicable law) paid for at such times, by such methods, and in such forms,
      including, without limitation, cash, Shares, other Awards or other property,
      as
      the Committee shall determine.

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

     

    7.
      Certain
      Provisions Applicable to Awards.

     

    (a)
      Stand-Alone,
      Additional, Tandem and Substitute Awards.
      Awards
      granted under the Plan may, in the discretion of the Committee, be granted
      either alone or in addition to, in tandem with, or in substitution or exchange
      for, any other Award or any award granted under another plan of the Company,
      any
      Related Entity, or any business entity to be acquired by the Company or a
      Related Entity, or any other right of a Participant to receive payment from
      the
      Company or any Related Entity. Such additional, tandem, and substitute or
      exchange Awards may be granted at any time. If an Award is granted in
      substitution or exchange for another Award or award, the Committee shall require
      the surrender of such other Award or award in consideration for the grant of
      the
      new Award. In addition, Awards may be granted in lieu of cash compensation,
      including in lieu of cash amounts payable under other plans of the Company
      or
      any Related Entity, in which the value of Stock subject to the Award is
      equivalent in value to the cash compensation (for example, Deferred Stock or
      Restricted Stock), or in which the exercise price, grant price or purchase
      price
      of the Award in the nature of a right that may be exercised is equal to the
      Fair
      Market Value of the underlying Stock minus the value of the cash compensation
      surrendered (for example, Options or Stock Appreciation Right granted with
      an
      exercise price or grant price “discounted” by the amount of the cash
      compensation surrendered).

     

    (b)
      Term
      of Awards.
      The
      term of each Award shall be for such period as may be determined by the
      Committee; provided that in no event shall the term of any Option or Stock
      Appreciation Right exceed a period of ten years (or in the case of an Incentive
      Stock Option such shorter term as may be required under Section 422 of the
      Code).

     

    (c)
      Form
      and Timing of Payment under Awards; Deferrals.
      Subject
      to the terms of the Plan and any applicable Award Agreement, payments to be
      made
      by the Company or a Related Entity upon the exercise of an Option or other
      Award
      or settlement of an Award may be made in such forms as the Committee shall
      determine, including, without limitation, cash, Shares, other Awards or other
      property, and may be made in a single payment or transfer, in installments,
      or
      on a deferred basis. Any installment or deferral provided for in the preceding
      sentence shall, however, be subject to the Company’s compliance with the
      provisions of the Sarbanes-Oxley Act of 2002, the rules and regulations adopted
      by the U.S. Securities and Exchange Commission thereunder, and all applicable
      rules of the Nasdaq Stock Market or any national securities exchange on which
      the Company’s securities are listed for trading and, if not listed for trading
      on either the Nasdaq Stock Market or a national securities exchange, then the
      rules of the Nasdaq Stock Market. The settlement of any Award may be
      accelerated, and cash paid in lieu of Shares in connection with such settlement,
      in the discretion of the Committee or upon occurrence of one or more specified
      events (in addition to a Change in Control). Installment or deferred payments
      may be required by the Committee (subject to Section 10(e) of the Plan,
      including the consent provisions thereof in the case of any deferral of an
      outstanding Award not provided for in the original Award Agreement) or permitted
      at the election of the Participant on terms and conditions established by the
      Committee. Payments may include, without limitation, provisions for the payment
      or crediting of a reasonable interest rate on installment or deferred payments
      or the grant or crediting of Dividend Equivalents or other amounts in respect
      of
      installment or deferred payments denominated in Shares.

     

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

     

    (d)
      Exemptions
      from Section 16(b) Liability.
      It is
      the intent of the Company that the grant of any Awards to or other transaction
      by a Participant who is subject to Section 16 of the Exchange Act shall be
      exempt from Section 16 pursuant to an applicable exemption (except for
      transactions acknowledged in writing to be non-exempt by such Participant).
      Accordingly, if any provision of this Plan or any Award Agreement does not
      comply with the requirements of Rule 16b-3 then applicable to any such
      transaction, such provision shall be construed or deemed amended to the extent
      necessary to conform to the applicable requirements of Rule 16b-3 so that such
      Participant shall avoid liability under Section 16(b).

     

    8.
      Code
      Section 162(m) Provisions.

     

    (a)
      Covered
      Employees.
      The
      Committee, in its discretion, may determine at the time an Award is granted
      to
      an Eligible Person who is, or is likely to be, as of the end of the tax year
      in
      which the Company would claim a tax deduction in connection with such Award,
      a
      Covered Employee, that the provisions of this Section 8 shall be applicable
      to
      such Award.

     

    (b)
      Performance
      Criteria.
      If an
      Award is subject to this Section 8, then the lapsing of restrictions thereon
      and
      the distribution of cash, Shares or other property pursuant thereto, as
      applicable, shall be contingent upon achievement of one or more objective
      performance goals.

     

    Performance
      goals shall be objective and shall otherwise meet the requirements of Section
      162(m) of the Code and regulations thereunder including the requirement that
      the
      level or levels of performance targeted by the Committee result in the
      achievement of performance goals being “substantially uncertain.” One or more of
      the following business criteria for the Company, on a consolidated basis, and/or
      for Related Entities, or for business or geographical units of the Company
      and/or a Related Entity (except with respect to the total shareholder return
      and
      earnings per share criteria), shall be used by the Committee in establishing
      performance goals for such Awards: (1) earnings per share; (2) revenues or
      margins; (3) cash flow; (4) operating margin; (5) return on net assets,
      investment, capital, or equity; (6) economic value added; (7) direct
      contribution; (8) net income; pretax earnings; earnings before interest and
      taxes; earnings before interest, taxes, depreciation and amortization; earnings
      after interest expense and before extraordinary or special items; operating
      income; income before interest income or expense, unusual items and income
      taxes, local, state or federal and excluding budgeted and actual bonuses which
      might be paid under any ongoing bonus plans of the Company; (9) working capital;
      (10) management of fixed costs or variable costs; (11) identification or
      consummation of investment opportunities or completion of specified projects
      in
      accordance with corporate business plans, including strategic mergers,
      acquisitions or divestitures; (12) total shareholder return; and (13) debt
      reduction. Any of the above goals may be determined on an absolute or relative
      basis or as compared to the performance of a published or special index deemed
      applicable by the Committee including, but not limited to, the Standard &
Poor’s 500 Stock Index or a group of companies that are comparable to the
      Company. The Committee may exclude the impact of an event or occurrence which
      the Committee determines should appropriately be excluded, including without
      limitation (i) restructurings, discontinued operations, extraordinary items,
      and
      other unusual or non-recurring charges, (ii) an event either not directly
      related to the operations of the Company or not within the reasonable control
      of
      the Company’s management, or (iii) a change in accounting standards required by
      generally accepted accounting principles.

     

    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    

     

    (c)
      Performance
      Period; Timing For Establishing Performance Goals.
      Achievement of performance goals in respect of such Performance Awards shall
      be
      measured over a Performance Period no shorter than 12 months and no longer
      than
      five years, as specified by the Committee. Performance goals shall be
      established not later than 90 days after the beginning of any Performance Period
      applicable to such Performance Awards, or at such other date as may be required
      or permitted for “performance-based compensation” under Code Section
      162(m).

     

    (d)
      Adjustments.
      The
      Committee may, in its discretion, reduce the amount of a settlement otherwise
      to
      be made in connection with Awards subject to this Section 8, but may not
      exercise discretion to increase any such amount payable to a Covered Employee
      in
      respect of an Award subject to this Section 8. The Committee shall specify
      the
      circumstances in which such Awards shall be paid or forfeited in the event
      of
      termination of Continuous Service by the Participant prior to the end of a
      Performance Period or settlement of Awards.

     

    (e)
      Committee
      Certification.
      No
      Participant shall receive any payment under the Plan unless the Committee has
      certified, by resolution or other appropriate action in writing, that the
      performance criteria and any other material terms previously established by
      the
      Committee or set forth in the Plan, have been satisfied to the extent necessary
      to qualify as “performance based compensation” under Code Section
      162(m).

     

    9.
      Change
      in Control.

     

    (a)
      Effect
      of “Change
      in Control.”
      Subject to Section 9(a)(iv), and if and only to the extent provided in the
      Award
      Agreement, or to the extent otherwise determined by the Committee, upon the
      occurrence of a “Change in Control,” as defined in Section 9(b):

     

    (i)
      Any
      Option or Stock Appreciation Right that was not previously vested and
      exercisable as of the time of the Change in Control, shall become immediately
      vested and exercisable, subject to applicable restrictions set forth in Section
      10(a) hereof.

     

    (ii)
      Any
      restrictions, deferral of settlement, and forfeiture conditions applicable
      to a
      Restricted Stock Award, Deferred Stock Award or an Other Stock-Based Award
      subject only to future service requirements granted under the Plan shall lapse
      and such Awards shall be deemed fully vested as of the time of the Change in
      Control, except to the extent of any waiver by the Participant and subject
      to
      applicable restrictions set forth in Section 10(a) hereof.

     

    (iii)
      With respect to any outstanding Award subject to achievement of performance
      goals and conditions under the Plan, the Committee may, in its discretion,
      deem
      such performance goals and conditions as having been met as of the date of
      the
      Change in Control.

     

    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    

     

    (iv)
      Notwithstanding the foregoing, if in the event of a Change in Control the
      successor company assumes or substitutes for an Option, Stock Appreciation
      Right, Restricted Stock Award, Deferred Stock Award or Other Stock-Based Award,
      then each outstanding Option, Stock Appreciation Right, Restricted Stock Award,
      Deferred Stock Award or Other Stock-Based Award shall not be accelerated as
      described in Sections 9(a)(i), (ii) and (iii). For the purposes of this Section
      9(a)(iv), an Option, Stock Appreciation Right, Restricted Stock Award, Deferred
      Stock Award or Other Stock-Based Award shall be considered assumed or
      substituted for if following the Change in Control the award confers the right
      to purchase or receive, for each Share subject to the Option, Stock Appreciation
      Right, Restricted Stock Award, Deferred Stock Award or Other Stock-Based Award
      immediately prior to the Change in Control, the consideration (whether stock,
      cash or other securities or property) received in the transaction constituting
      a
      Change in Control by holders of Shares for each Share held on the effective
      date
      of such transaction (and if holders were offered a choice of consideration,
      the
      type of consideration chosen by the holders of a majority of the outstanding
      shares); provided, however, that if such consideration received in the
      transaction constituting a Change in Control is not solely common stock of
      the
      successor company or its parent or subsidiary, the Committee may, with the
      consent of the successor company or its parent or subsidiary, provide that
      the
      consideration to be received upon the exercise or vesting of an Option, Stock
      Appreciation Right, Restricted Stock Award, Deferred Stock Award or Other
      Stock-Based Award, for each Share subject thereto, will be solely common stock
      of the successor company or its parent or subsidiary substantially equal in
      fair
      market value to the per share consideration received by holders of Shares in
      the
      transaction constituting a Change in Control. The determination of such
      substantial equality of value of consideration shall be made by the Committee
      in
      its sole discretion and its determination shall be conclusive and
      binding.

     

    (b)
      Definition
      of “Change
      in Control.”
Unless
      otherwise specified in an Award Agreement, a “Change in Control” shall mean the
      occurrence of any of the following:

     

    (i)
      The
      acquisition by any Person of Beneficial Ownership (within the meaning of Rule
      13d-3 promulgated under the Exchange Act) of more than fifty percent (50%)
      of
      either (A) the then outstanding shares of common stock of the Company (the
      “Outstanding Company Common Stock”) or (B) the combined voting power of the then
      outstanding voting securities of the Company entitled to vote generally in
      the
      election of directors (the “Outstanding Company Voting Securities) (the
      foregoing Beneficial Ownership hereinafter being referred to as a “Controlling
      Interest”); provided, however, that for purposes of this Section 9(b), the
      following acquisitions shall not constitute or result in a Change of Control:
      (v) any acquisition directly from the Company; (w) any acquisition by the
      Company; (x) any acquisition by any Person that as of the Effective Date owns
      Beneficial Ownership of a Controlling Interest; (y) any acquisition by any
      employee benefit plan (or related trust) sponsored or maintained by the Company
      or any Subsidiary; or (z) any acquisition by any corporation pursuant to a
      transaction which complies with clauses (A), (B) and (C) of subsection (iii)
      below; or

     

    (ii)
      During any period of two (2) consecutive years (not including any period prior
      to the Effective Date) individuals who constitute the Board on the Effective
      Date (the “Incumbent Board”) cease for any reason to constitute at least a
      majority of the Board; provided, however, that any individual becoming a
      director subsequent to the Effective Date whose election, or nomination for
      election by the Company’s shareholders, was approved by a vote of at least a
      majority of the directors then comprising the Incumbent Board shall be
      considered as though such individual were a member of the Incumbent Board,
      but
      excluding, for this purpose, any such individual whose initial assumption of
      office occurs as a result of an actual or threatened election contest with
      respect to the election or removal of directors or other actual or threatened
      solicitation of proxies or consents by or on behalf of a Person other than
      the
      Board; or

     

    
      
        
        

      

      
        16

        
          

        

      

      
        
        

      

    

     

    (iii)
      Consummation of a reorganization, merger, statutory share exchange or
      consolidation or similar corporate transaction involving the Company or any
      of
      its Subsidiaries, a sale or other disposition of all or substantially all of
      the
      assets of the Company, or the acquisition of assets or stock of another entity
      by the Company or any of its Subsidiaries (each a “Business Combination”), in
      each case, unless, following such Business Combination, (A) all or substantially
      all of the individuals and entities who were the Beneficial Owners,
      respectively, of the Outstanding Company Common Stock and Outstanding Company
      Voting Securities immediately prior to such Business Combination beneficially
      own, directly or indirectly, more than fifty percent (50%) of the then
      outstanding shares of common stock and the combined voting power of the then
      outstanding voting securities entitled to vote generally in the election of
      directors, as the case may be, of the corporation resulting from such Business
      Combination (including, without limitation, a corporation which as a result
      of
      such transaction owns the Company or all or substantially all of the Company’s
      assets either directly or through one or more subsidiaries) in substantially
      the
      same proportions as their ownership, immediately prior to such Business
      Combination, of the Outstanding Company Common Stock and Outstanding Company
      Voting Securities, as the case may be, (B) no Person (excluding any employee
      benefit plan (or related trust) of the Company or such corporation resulting
      from such Business Combination or any Person that as of the Effective Date
      owns
      Beneficial Ownership of a Controlling Interest) beneficially owns, directly
      or
      indirectly, fifty percent (50%) or more of the then outstanding shares of common
      stock of the corporation resulting from such Business Combination or the
      combined voting power of the then outstanding voting securities of such
      corporation except to the extent that such ownership existed prior to the
      Business Combination and (C) at least a majority of the members of the Board
      of
      Directors of the corporation resulting from such Business Combination were
      members of the Incumbent Board at the time of the execution of the initial
      agreement, or of the action of the Board, providing for such Business
      Combination; or

     

    (iv)
      Approval by the shareholders of the Company of a complete liquidation or
      dissolution of the Company.

     

    10.
      General
      Provisions.

     

    (a)
      Compliance
      with Legal and Other Requirements.
      The
      Company may, to the extent deemed necessary or advisable by the Committee,
      postpone the issuance or delivery of Shares or payment of other benefits under
      any Award until completion of such registration or qualification of such Shares
      or other required action under any federal or state law, rule or regulation,
      listing or other required action with respect to any stock exchange or automated
      quotation system upon which the Shares or other Company securities are listed
      or
      quoted, or compliance with any other obligation of the Company, as the
      Committee, may consider appropriate, and may require any Participant to make
      such representations, furnish such information and comply with or be subject
      to
      such other conditions as it may consider appropriate in connection with the
      issuance or delivery of Shares or payment of other benefits in compliance with
      applicable laws, rules, and regulations, listing requirements, or other
      obligations.

     

    (b)
      Limits
      on Transferability; Beneficiaries.
      No
      Award or other right or interest granted under the Plan shall be pledged,
      hypothecated or otherwise encumbered or subject to any lien, obligation or
      liability of such Participant to any party, or assigned or transferred by such
      Participant otherwise than by will or the laws of descent and distribution
      or to
      a Beneficiary upon the death of a Participant, and such Awards or rights that
      may be exercisable shall be exercised during the lifetime of the Participant
      only by the Participant or his or her guardian or legal representative, except
      that Awards and other rights (other than Incentive Stock Options and Stock
      Appreciation Rights in tandem therewith) may be transferred to one or more
      Beneficiaries or other transferees during the lifetime of the Participant,
      and
      may be exercised by such transferees in accordance with the terms of such Award,
      but only if and to the extent such transfers are permitted by the Committee
      pursuant to the express terms of an Award Agreement (subject to any terms and
      conditions which the Committee may impose thereon). A Beneficiary, transferee,
      or other person claiming any rights under the Plan from or through any
      Participant shall be subject to all terms and conditions of the Plan and any
      Award Agreement applicable to such Participant, except as otherwise determined
      by the Committee, and to any additional terms and conditions deemed necessary
      or
      appropriate by the Committee.

     

    
      
        
        

      

      
        17

        
          

        

      

      
        
        

      

    

     

    (c)
      Adjustments.

     

    (i)
      Adjustments to Awards. In the event that any extraordinary dividend or other
      distribution (whether in the form of cash, Shares, or other property),
      recapitalization, forward or reverse split, reorganization, merger,
      consolidation, spin-off, combination, repurchase, share exchange, liquidation,
      dissolution or other similar corporate transaction or event affects the Shares
      and/or such other securities of the Company or any other issuer such that a
      substitution, exchange, or adjustment is determined by the Committee to be
      appropriate, then the Committee shall, in such manner as it may deem equitable,
      substitute, exchange or adjust any or all of (A) the number and kind of Shares
      which may be delivered in connection with Awards granted thereafter, (B) the
      number and kind of Shares by which annual per-person Award limitations are
      measured under Section 5 hereof, (C) the number and kind of Shares subject
      to or
      deliverable in respect of outstanding Awards, (D) the exercise price, grant
      price or purchase price relating to any Award and/or make provision for payment
      of cash or other property in respect of any outstanding Award, and (E) any
      other
      aspect of any Award that the Committee determines to be
      appropriate.

     

    (ii)
      Adjustments in Case of Certain Corporate Transactions. In the event of any
      merger, consolidation or other reorganization in which the Company does not
      survive, or in the event of any Change in Control, any outstanding Awards may
      be
      dealt with in accordance with any of the following approaches, as determined
      by
      the agreement effectuating the transaction or, if and to the extent not so
      determined, as determined by the Committee: (a) the continuation of the
      outstanding Awards by the Company, if the Company is a surviving corporation,
      (b) the assumption or substitution for, as those terms are defined in Section
      9(b)(iv) hereof, the outstanding Awards by the surviving corporation or its
      parent or subsidiary, (c) full exercisability or vesting and accelerated
      expiration of the outstanding Awards, or (d) settlement of the value of the
      outstanding Awards in cash or cash equivalents or other property followed by
      cancellation of such Awards (which value, in the case of Options or Stock
      Appreciation Rights, shall be measured by the amount, if any, by which the
      Fair
      Market Value of a Share exceeds the exercise or grant price of the Option or
      Stock Appreciation Right as of the effective date of the transaction). The
      Committee shall give written notice of any proposed transaction referred to
      in
      this Section 10(c)(ii) a reasonable period of time prior to the closing date
      for
      such transaction (which notice may be given either before or after the approval
      of such transaction), in order that Participants may have a reasonable period
      of
      time prior to the closing date of such transaction within which to exercise
      any
      Awards that are then exercisable (including any Awards that may become
      exercisable upon the closing date of such transaction). A Participant may
      condition his exercise of any Awards upon the consummation of the
      transaction.

     

    (iii)
      Other Adjustments. The Committee (and the Board if and only to the extent such
      authority is not required to be exercised by the Committee to comply with
      Section 162(m) of the Code) is authorized to make adjustments in the terms
      and
      conditions of, and the criteria included in, Awards (including Performance
      Awards, or performance goals relating thereto) in recognition of unusual or
      nonrecurring events (including, without limitation, acquisitions and
      dispositions of businesses and assets) affecting the Company, any Related Entity
      or any business unit, or the financial statements of the Company or any Related
      Entity, or in response to changes in applicable laws, regulations, accounting
      principles, tax rates and regulations or business conditions or in view of
      the
      Committee’s assessment of the business strategy of the Company, any Related
      Entity or business unit thereof, performance of comparable organizations,
      economic and business conditions, personal performance of a Participant, and
      any
      other circumstances deemed relevant; provided that no such adjustment shall
      be
      authorized or made if and to the extent that such authority or the making of
      such adjustment would cause Options, Stock Appreciation Rights, Performance
      Awards granted pursuant to Section 8(b) hereof to Participants designated by
      the
      Committee as Covered Employees and intended to qualify as “performance-based
      compensation” under Code Section 162(m) and the regulations thereunder to
      otherwise fail to qualify as “performance-based compensation” under Code Section
      162(m) and regulations thereunder.

     

    
      
        
        

      

      
        18

        
          

        

      

      
        
        

      

    

     

    (d)
      Taxes.
      The
      Company and any Related Entity are authorized to withhold from any Award
      granted, any payment relating to an Award under the Plan, including from a
      distribution of Shares, or any payroll or other payment to a Participant,
      amounts of withholding and other taxes due or potentially payable in connection
      with any transaction involving an Award, and to take such other action as the
      Committee may deem advisable to enable the Company or any Related Entity and
      Participants to satisfy obligations for the payment of withholding taxes and
      other tax obligations relating to any Award. This authority shall include
      authority to withhold or receive Shares or other property and to make cash
      payments in respect thereof in satisfaction of a Participant’s tax obligations,
      either on a mandatory or elective basis in the discretion of the
      Committee.

     

    (e)
      Changes
      to the Plan and Awards.
      The
      Board may amend, alter, suspend, discontinue or terminate the Plan, or the
      Committee’s authority to grant Awards under the Plan, without the consent of
      shareholders or Participants, except that any amendment or alteration to the
      Plan shall be subject to the approval of the Company’s shareholders not later
      than the annual meeting next following such Board action if such shareholder
      approval is required by any federal or state law or regulation (including,
      without limitation, Rule 16b-3 or Code Section 162(m)) or the rules of any
      stock
      exchange or automated quotation system on which the Shares may then be listed
      or
      quoted), and the Board may otherwise, in its discretion, determine to submit
      other such changes to the Plan to shareholders for approval; provided that,
      without the consent of an affected Participant, no such Board action may
      materially and adversely affect the rights of such Participant under any
      previously granted and outstanding Award. The Committee may waive any conditions
      or rights under, or amend, alter, suspend, discontinue or terminate any Award
      theretofore granted and any Award Agreement relating thereto, except as
      otherwise provided in the Plan; provided that, without the consent of an
      affected Participant, no such Committee or the Board action may materially
      and
      adversely affect the rights of such Participant under such Award.

     

    (f)
      Limitation
      on Rights Conferred under Plan.
      Neither
      the Plan nor any action taken hereunder shall be construed as (i) giving any
      Eligible Person or Participant the right to continue as an Eligible Person
      or
      Participant or in the employ or service of the Company or a Related Entity;
      (ii)
      interfering in any way with the right of the Company or a Related Entity to
      terminate any Eligible Person’s or Participant’s Continuous Service at any time,
      (iii) giving an Eligible Person or Participant any claim to be granted any
      Award
      under the Plan or to be treated uniformly with other Participants and Employees,
      or (iv) conferring on a Participant any of the rights of a shareholder of the
      Company unless and until the Participant is duly issued or transferred Shares
      in
      accordance with the terms of an Award.

     

    (g)
      Unfunded
      Status of Awards; Creation of Trusts.
      The
      Plan is intended to constitute an “unfunded” plan for incentive and deferred
      compensation. With respect to any payments not yet made to a Participant or
      obligation to deliver Shares pursuant to an Award, nothing contained in the
      Plan
      or any Award shall give any such Participant any rights that are greater than
      those of a general creditor of the Company; provided that the Committee may
      authorize the creation of trusts and deposit therein cash, Shares, other Awards
      or other property, or make other arrangements to meet the Company’s obligations
      under the Plan. Such trusts or other arrangements shall be consistent with
      the
“unfunded” status of the Plan unless the Committee otherwise determines with the
      consent of each affected Participant. The trustee of such trusts may be
      authorized to dispose of trust assets and reinvest the proceeds in alternative
      investments, subject to such terms and conditions as the Committee may specify
      and in accordance with applicable law.

     

    
      
        
        

      

      
        19

        
          

        

      

      
        
        

      

    

     

    (h)
      Nonexclusivity
      of the Plan.
      Neither
      the adoption of the Plan by the Board nor its submission to the shareholders
      of
      the Company for approval shall be construed as creating any limitations on
      the
      power of the Board or a committee thereof to adopt such other incentive
      arrangements as it may deem desirable including incentive arrangements and
      awards which do not qualify under Section 162(m) of the Code.

     

    (i)
      Payments
      in the Event of Forfeitures; Fractional Shares.
      Unless
      otherwise determined by the Committee, in the event of a forfeiture of an Award
      with respect to which a Participant paid cash or other consideration, the
      Participant shall be repaid the amount of such cash or other consideration.
      No
      fractional Shares shall be issued or delivered pursuant to the Plan or any
      Award. The Committee shall determine whether cash, other Awards or other
      property shall be issued or paid in lieu of such fractional shares or whether
      such fractional shares or any rights thereto shall be forfeited or otherwise
      eliminated.

     

    (j)
      Governing
      Law.
      The
      validity, construction and effect of the Plan, any rules and regulations under
      the Plan, and any Award Agreement shall be determined in accordance with the
      laws of the State of Delaware without giving effect to principles of conflict
      of
      laws, and applicable federal law.

     

    (k)
      Non-U.S.
      Laws.
      The
      Committee shall have the authority to adopt such modifications, procedures,
      and
      subplans as may be necessary or desirable to comply with provisions of the
      laws
      of foreign countries in which the Company or its Subsidiaries may operate to
      assure the viability of the benefits from Awards granted to Participants
      performing services in such countries and to meet the objectives of the
      Plan.

     

    (l)
      Plan
      Effective Date and Shareholder Approval; Termination of Plan.
      The
      Plan shall become effective on the Effective Date, subject to subsequent
      approval, within 12 months of its adoption by the Board, by shareholders of
      the
      Company eligible to vote in the election of directors, by a vote sufficient
      to
      meet the requirements of Code Sections 162(m) (if applicable) and 422, Rule
      16b-3 under the Exchange Act (if applicable), applicable requirements under
      the
      rules of any stock exchange or automated quotation system on which the Shares
      may be listed or quoted, and other laws, regulations, and obligations of the
      Company applicable to the Plan. Awards may be granted subject to shareholder
      approval, but may not be exercised or otherwise settled in the event the
      shareholder approval is not obtained. The Plan shall terminate at the earliest
      of (a) such time as no Shares remain available for issuance under the Plan,
      (b)
      termination of this Plan by the Board, or (c) the tenth anniversary of the
      Effective Date. Awards outstanding upon expiration of the Plan shall remain
      in
      effect until they have been exercised or terminated, or have expired.


     

    
      
        
        

      

      
        20