SUNESIS
      PHARMACEUTICALS, INC.

    


    2006
      EMPLOYMENT COMMENCEMENT INCENTIVE PLAN

     

    ADOPTED
      BY THE BOARD OF DIRECTORS ON NOVEMBER 29, 2005

     

    EFFECTIVE
      AS OF JANUARY 1, 2006

     

    (AMENDED
      AND RESTATED ON SEPTEMBER 13, 2006, 

     

    DECEMBER
      6, 2006 AND DECEMBER 5, 2007)

     

    ARTICLE
      1

    PURPOSE

     

    1.1  General.
      

     

    (a)  Eligible
      Stock Award Recipients.
      Only
      Eligible Participants may receive Awards under the Plan.

     

    (b)  General
      Purpose.
      The
      purpose of the Plan is to promote the success and enhance the value of Sunesis
      Pharmaceuticals, Inc. (the “Company”)
      by
      linking the personal interests of Eligible Participants to those of Company
      stockholders and by providing such individuals with an incentive for outstanding
      performance to generate superior returns to Company stockholders. The Plan
      is
      further intended to provide flexibility to the Company in its ability to
      motivate, attract, and retain the services of Eligible Participants upon whose
      judgment, interest, and special effort the successful conduct of the Company’s
      operation will be largely dependent. 

     

    ARTICLE
      2

    DEFINITIONS
      AND CONSTRUCTION

     

    2.1  Definitions.
      The
      following words and phrases shall have the following meanings:

     

    (a)  “Award”
means
      an Option, a Restricted Stock award, a Stock Appreciation Right award, a
      Performance Share award, a Dividend Equivalents award, a Stock Payment award,
      or
      a Restricted Stock Unit award granted to an Eligible Participant pursuant to
      the
      Plan.

     

    (b)  “Award
      Agreement”
means
      any written agreement, contract, or other instrument or document evidencing
      an
      Award.

     

    (c)  “Board”
means
      the Board of Directors of the Company.

     

    (d)  “Cause”
      includes one or more of the following: (i) the commission of an act of fraud,
      embezzlement or dishonesty by a Participant that has a material adverse impact
      on the Company or any successor or parent or Subsidiary thereof; (ii) a
      conviction of, or plea of “guilty” or “no contest” to, a felony by a
      Participant; (iii) any unauthorized use or disclosure by a Participant of
      confidential information or trade secrets of the Company or any successor or
      parent or Subsidiary thereof that has a material adverse impact on any such
      entity or (iv) any other intentional misconduct by a Participant that has a
      material adverse impact on the Company or any successor or parent or Subsidiary
      thereof. However, if the term or concept of “Cause” has been defined in an
      agreement between a Participant and the Company or any successor or parent
      or
      Subsidiary thereof, then “Cause” shall have the definition set forth in such
      agreement. The foregoing definition shall not in any way preclude or restrict
      the right of the Company or any successor or parent or Subsidiary thereof to
      discharge or dismiss any Participant in the service of such entity for any
      other
      acts or omissions, but such other acts or omissions shall not be deemed, for
      purposes of this Plan, to constitute grounds for termination for
      Cause.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    (e)  “Change
      of Control”
means
      and includes each of the following:

     

    (1)
       the
      acquisition, directly or indirectly, by any “person” or “group” (as those terms
      are defined in Sections 3(a)(9), 13(d) and 14(d) of the Exchange Act and the
      rules thereunder) of “beneficial ownership” (as determined pursuant to
      Rule 13d-3 under the Exchange Act) of securities entitled to vote generally
      in the election of directors (“voting securities”) of the Company that represent
      50% or more of the combined voting power of the Company’s then outstanding
      voting securities, other than:

     

    (A)
       an
      acquisition by a trustee or other fiduciary holding securities under any
      employee benefit plan (or related trust) sponsored or maintained by the Company
      or any person controlled by the Company or by any employee benefit plan (or
      related trust) sponsored or maintained by the Company or any person controlled
      by the Company, or 

     

    (B)
       an
      acquisition of voting securities by the Company or a corporation owned, directly
      or indirectly by the stockholders of the Company in substantially the same
      proportions as their ownership of the stock of the Company;

     

    Notwithstanding
      the foregoing, the following event shall not constitute an “acquisition” by any
      person or group for purposes of this subsection (e): an acquisition of the
      Company’s securities by the Company that causes the Company’s voting securities
      beneficially owned by a person or group to represent 50% or more of the combined
      voting power of the Company’s then outstanding voting securities; provided,
      however,
      that if
      a person or group shall become the beneficial owner of 50% or more of the
      combined voting power of the Company’s then outstanding voting securities by
      reason of share acquisitions by the Company as described above and shall, after
      such share acquisitions by the Company, become the beneficial owner of any
      additional voting securities of the Company, then such acquisition shall
      constitute a Change of Control; or 

     

    (2)
       during
      any period of two consecutive years, individuals who, at the beginning of such
      period, constitute the Board together with any new director(s) (other than
      a
      director designated by a person who shall have entered into an agreement with
      the Company to effect a transaction described in clauses (1) or (3) of
      this subsection (e)) 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
      two year period or whose election or nomination for election was previously
      so
      approved, cease for any reason to constitute a majority thereof; or


     

    
      
         

      

      
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    (3)
       the
      consummation by the Company (whether directly involving the Company or
      indirectly involving the Company through one or more intermediaries) of
      (x) a merger, consolidation, reorganization, or business combination or
      (y) a sale or other disposition of all or substantially all of the
      Company’s assets or (z) the acquisition of assets or stock of another
      entity, in each case other than a transaction:

     

    (A)
       which
      results in the Company’s voting securities outstanding immediately before the
      transaction continuing to represent (either by remaining outstanding or by
      being
      converted into voting securities of the Company or the person that, as a result
      of the transaction, controls, directly or indirectly, the Company or owns,
      directly or indirectly, all or substantially all of the Company’s assets or
      otherwise succeeds to the business of the Company (the Company or such person,
      the “Successor
      Entity”))
      directly or indirectly, at least a majority of the combined voting power of
      the
      Successor Entity’s outstanding voting securities immediately after the
      transaction, and 

     

    (B)
       after
      which no person or group beneficially owns voting securities representing 50%
      or
      more of the combined voting power of the Successor Entity; provided,
      however,
      that no
      person or group shall be treated for purposes of this clause (B) as
      beneficially owning 50% or more of combined voting power of the Successor Entity
      solely as a result of the voting power held in the Company prior to the
      consummation of the transaction; or 

     

    (4)
       the
      Company’s stockholders approve a liquidation or dissolution of the Company.


     

    The
      Committee shall have full and final authority, which shall be exercised in
      its
      discretion, to determine conclusively whether a Change of Control of the Company
      has occurred pursuant to the above definition, and the date of the occurrence
      of
      such Change of Control and any incidental matters relating thereto.

     

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

     

    (g)       
      “Committee”
means
      the Board or a committee of the Board described in Article 11. 

     

    (h)       
      “Director”
means
      a
      member of the Board.

     

    (i)       
      “Disability” means,
      for purposes of the Plan, that the Participant qualifies to receive long-term
      disability payments under the Company’s long-term disability insurance program,
      as it may be amended from time to time.

     

    (j)       
      “Dividend
      Equivalents”
means
      a
      right granted to a Participant pursuant to Article 8 to receive the equivalent
      value (in cash or Stock) of dividends paid on Stock.

     

    (k)       
      “Eligible
      Participant”
means
      any Employee who has not previously been an Employee or Director of the Company
      or a Subsidiary, or is commencing employment with the Company or a Subsidiary
      following a bona fide period of non-employment by the Company or a Subsidiary,
      if he or she is granted an Award in connection with his or her commencement
      of
      employment with the Company or a Subsidiary and such grant is an inducement
      material to his or her entering into employment with the Company or a
      Subsidiary. The Board may in its discretion adopt procedures from time to time
      to ensure that an Employee is eligible to participate in the Plan prior to
      the
      granting of any Awards to such Employee under the Plan (including, without
      limitation, a requirement, that each such Employee certify to the Company prior
      to the receipt of an Award under the Plan that he or she has not been previously
      employed by the Company or a Subsidiary, or if previously employed, has had
      a
      bona fide period of non-employment, and that the grant of Awards under the
      Plan
      is an inducement material to his or her agreement to enter into employment
      with
      the Company or a Subsidiary).

     

    
      
         

      

      
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    (l)       
      “Employee”
means
      any officer or other employee (as defined in accordance with Section 3401(c)
      of
      the Code) of the Company or any Subsidiary.

     

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

     

    (n)       
      “Fair
      Market Value”
means,
      as of any date, the value of Stock determined as follows:

     

    (1)  If
      the
      Stock is listed on any established stock exchange or a national market system,
      its Fair Market Value shall be the closing sales price for such stock (or the
      closing bid, if no sales were reported) as quoted on such exchange or system
      for
      such date, or if no bids or sales were reported for such date, then the closing
      sales price (or the closing bid, if no sales were reported) on the trading
      date
      immediately prior to such date during which a bid or sale occurred, in each
      case, as reported in The
      Wall Street Journal
      or such
      other source as the Committee deems reliable;

     

    (2)  If
      the
      Stock is regularly quoted by a recognized securities dealer but selling prices
      are not reported, its Fair Market Value shall be the mean of the closing bid
      and
      asked prices for the Stock on such date, or if no closing bid and asked prices
      were reported for such date, the date immediately prior to such date during
      which closing bid and asked prices were quoted for the Stock, in each case,
      as
      reported in The
      Wall Street Journal
      or such
      other source as the Committee deems reliable; or

     

    (3)  In
      the
      absence of an established market for the Stock, the Fair Market Value thereof
      shall be determined in good faith by the Committee.

     

    (o)       
      “Good
      Reason”
means
      a
      Participant’s voluntary resignation following any one or more of the following
      that is effected without the Participant’s written consent: (i) a change in his
      or her position following the Change of Control that materially reduces his
      or
      her duties or responsibilities, (ii) a reduction in his or her base salary
      following a Change of Control, unless the base salaries of all similarly
      situated individuals are similarly reduced, or (iii) a relocation of such
      Participant’s place of employment following a Change of Control by more than
      fifty (50) miles from such Participant’s place of employment prior to a Change
      of Control. However, if the term or concept of “Good Reason” has been defined in
      an agreement between a Participant and the Company or any successor or parent
      or
      Subsidiary thereof, then “Good Reason” shall have the definition set forth in
      such agreement. 

     

    
      
         

      

      
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    (p)       
      “Incentive
      Stock Option”
means
      an Option that is intended to meet the requirements of Section 422 of the Code
      or any successor provision thereto. Incentive Stock Options may not be granted
      under the Plan.

     

    (q)       
      “Independent
      Director”
means
      a
      Director who is not an Employee of the Company and who qualifies as
“independent” within the meaning of NASD Rule 4200(a)(15), if the Company’s
      securities are traded on the Nasdaq National Market, or the requirements of
      any
      other established stock exchange on which the Company’s securities are traded,
      as such rules or requirements may be amended from time to time. 

     

    (r)       
      “NASD”
means
      the National Association of Securities Dealers, Inc.

     

    (s)       
      “Non-Qualified
      Stock Option”
means
      an Option that is not intended to be an Incentive Stock Option.

     

    (t)       
      “Option”
means
      a
      right granted to a Participant pursuant to Article 5 of the Plan to purchase
      a
      specified number of shares of Stock at a specified price during specified time
      periods. An Option must be a Non-Qualified Stock Option.

     

    (u)       
      “Participant”
means
      an Eligible Participant who has been granted an Award pursuant to the
      Plan.

     

    (v)       
      “Performance
      Share”
means
      a
      right granted to a Participant pursuant to Article 8, to receive cash, Stock,
      or
      other Awards, the payment of which is contingent upon achieving certain
      performance goals established by the Committee. 

     

    (w)       
      “Plan”
means
      this Sunesis Pharmaceuticals, Inc. 2006 Employment Commencement Incentive Plan,
      as it may be amended from time to time.

     

    (x)       
      “Restricted
      Stock”
means
      Stock awarded to a Participant pursuant to Article 6 that is subject to certain
      restrictions and to risk of forfeiture.

     

    (y)       
      “Restricted
      Stock Unit”
means
      a
      right to receive a specified number of shares of Stock during specified time
      periods pursuant to Article 8.

     

    (z)       
      “Stock”
means
      the common stock of the Company and such other securities of the Company that
      may be substituted for Stock pursuant to Article 10.

     

    (aa)       
      “Stock
      Appreciation Right”
or
      “SAR”
means
      a
      right granted pursuant to Article 7 to receive a payment equal to the excess
      of
      the Fair Market Value of a specified number of shares of Stock on the date
      the
      SAR is exercised over the Fair Market Value on the date the SAR was granted
      as
      set forth in the applicable Award Agreement.

     

    (bb)       
      “Stock
      Payment”
means
      (a) a payment in the form of shares of Stock, or (b) an option or other right
      to
      purchase shares of Stock, as part of any bonus, deferred compensation or other
      arrangement, made in lieu of all or any portion of the compensation, granted
      pursuant to Article 8.

     

    
      
         

      

      
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    (cc)       
      “Subsidiary”
means
      any corporation or other entity of which a majority of the outstanding voting
      stock or voting power is beneficially owned directly or indirectly by the
      Company.

     

    ARTICLE
      3

    SHARES
      SUBJECT TO THE PLAN

     

    3.1  Number
      of Shares.
      

     

    (a)  Subject
      to Article 10, the aggregate number of shares of Stock which may be issued
      or
      transferred pursuant to Awards under the Plan shall be 525,000
      shares.  

     

    The
      payment of Dividend Equivalents in conjunction with any outstanding Awards
      shall
      not be counted against the shares available for issuance under the
      Plan.

     

    (b) To
      the
      extent that an Award terminates, expires, or lapses for any reason, any shares
      of Stock subject to the Award shall again be available for the grant of an
      Award
      pursuant to the Plan. Additionally, any shares of Stock tendered or withheld
      to
      satisfy the grant or exercise price or tax withholding obligation pursuant
      to
      any Award shall again be available for the grant of an Award pursuant to the
      Plan. To the extent permitted by applicable law or any exchange rule, shares
      of
      Stock issued in assumption of, or in substitution for, any outstanding awards
      of
      any entity acquired in any form of combination by the Company or any Subsidiary
      shall not be counted against shares of Stock available for grant pursuant to
      the
      Plan.

     

    3.2  Stock
      Distributed.
      Any
      Stock distributed pursuant to an Award may consist, in whole or in part, of
      authorized and unissued Stock, treasury Stock or Stock purchased on the open
      market.

     

    ARTICLE
      4

    ELIGIBILITY
      AND PARTICIPATION

     

    4.1  Eligibility.

     

    (a)  General.
      Awards may be granted only to Eligible Participants. All Options granted under
      the Plan shall be Non-Qualified Stock Options.

     

    (b)  Foreign
      Participants. In order to assure the viability of Awards granted to Participants
      employed in foreign countries, the Committee may provide for such special terms
      as it may consider necessary or appropriate to accommodate differences in local
      law, tax policy, or custom. Moreover, the Committee may approve such supplements
      to, or amendments, restatements, or alternative versions 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; provided,
      however,
      that no
      such supplements, amendments, restatements, or alternative versions shall
      increase the share limitations contained in Sections 3.1 of the Plan.


     

    4.2  Actual
      Participation.
      Subject
      to the provisions of the Plan, the Committee may, from time to time, select
      from
      among all eligible individuals, those to whom Awards shall be granted and shall
      determine the nature and amount of each Award. No individual shall have any
      right to be granted an Award pursuant to the Plan.

     

    
      
         

      

      
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    ARTICLE
      5

    STOCK
      OPTIONS

     

    5.1  General.
      Options
      may be granted to Eligible Participants on the following terms and
      conditions:

     

    (a)  Exercise
      Price. The exercise price per share of Stock subject to an Option shall be
      determined by the Committee and set forth in the Award Agreement; provided
      that the
      exercise price for any Option shall not be less than Fair Market Value of a
      share of Stock on the date of grant.

     

    (b)  Time
      And
      Conditions Of Exercise. The Committee shall determine the time or times at
      which
      an Option may be exercised in whole or in part; provided,
      that the
      term of any Option granted under the Plan shall not exceed ten years; and
provided,
      further,
      that
      such Option shall be exercisable for not less than one year after the date
      of
      the Participant’s death. The Committee shall also determine the performance or
      other conditions, if any, that must be satisfied before all or part of an Option
      may be exercised.

     

    (c)  Payment.
      The Committee shall determine the methods by which the exercise price of an
      Option may be paid, the form of payment, including, without limitation, cash,
      promissory note bearing interest at no less than such rate as shall then
      preclude the imputation of interest under the Code, shares of Stock held for
      longer than six months having a Fair Market Value on the date of delivery equal
      to the aggregate exercise price of the Option or exercised portion thereof,
      or
      other property acceptable to the Committee (including through the delivery
      of a
      notice that the Participant has placed a market sell order with a broker with
      respect to shares of Stock then issuable upon exercise of the Option, and that
      the broker has been directed to pay a sufficient portion of the net proceeds
      of
      the sale to the Company in satisfaction of the Option exercise price;
provided,
      that
      payment of such proceeds is then made to the Company upon settlement of such
      sale), and the methods by which shares of Stock shall be delivered or deemed
      to
      be delivered to Participants. Notwithstanding any other provision of the Plan
      to
      the contrary, no Participant who is a member of the Board or an “executive
      officer” of the Company within the meaning of Section 13(k) of the Exchange Act
      shall be permitted to pay the exercise price of an Option in any method which
      would violate Section 13(k). 

     

    (d)  Evidence
      Of Grant. All Options shall be evidenced by a written Award Agreement between
      the Company and the Participant. The Award Agreement shall include such
      additional provisions as may be specified by the Committee.

     

    ARTICLE
      6

    RESTRICTED
      STOCK AWARDS

     

    6.1  Grant
      of Restricted Stock.
      Restricted Stock may be awarded to any Eligible Participant in such amounts
      and
      subject to such terms and conditions as determined by the Committee. All Awards
      of Restricted Stock shall be evidenced by a written Restricted Stock Award
      Agreement. 

     

    
      
         

      

      
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    6.2  Issuance
      and Restrictions.
      Restricted Stock shall be subject to such restrictions on transferability and
      other restrictions as the Committee may impose (including, without limitation,
      limitations on the right to vote Restricted Stock or the right to receive
      dividends on the Restricted Stock). These restrictions may lapse separately
      or
      in combination at such times, pursuant to such circumstances, in such
      installments, or otherwise, as the Committee determines at the time of the
      grant
      of the Award or thereafter. 

     

    6.3  Forfeiture.
      Except
      as otherwise determined by the Committee at the time of the grant of the Award
      or thereafter, upon termination of employment or service during the applicable
      restriction period, Restricted Stock that is at that time subject to
      restrictions shall be forfeited; provided,
      however,
      that
      the Committee may provide in any Restricted Stock Award Agreement that
      restrictions or forfeiture conditions relating to Restricted Stock will 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
      restrictions or forfeiture conditions relating to Restricted Stock.

     

    6.4  Certificates
      For Restricted Stock.
      Restricted Stock granted pursuant to the Plan may be evidenced in such manner
      as
      the Committee shall determine. If certificates representing shares of Restricted
      Stock are registered in the name of the Participant, certificates must bear
      an
      appropriate legend referring to the terms, conditions, and restrictions
      applicable to such Restricted Stock, and the Company may, at its discretion,
      retain physical possession of the certificate until such time as all applicable
      restrictions lapse.

     

    ARTICLE
      7

    STOCK
      APPRECIATION RIGHTS

     

    7.1 Grant
      of Stock Appreciation Rights. A
      Stock
      Appreciation Right may be granted to any Eligible Participant selected by the
      Committee. A Stock Appreciation Right may be granted (a) in connection and
      simultaneously with the grant of an Option, (b) with respect to a
      previously granted Option, or (c) independent of an Option. A Stock
      Appreciation Right shall be subject to such terms and conditions not
      inconsistent with the Plan as the Committee shall impose and shall be evidenced
      by an Award Agreement.

     

     

    7.2 Coupled
      Stock Appreciation Rights.

     

     

    (a)       
      A
      Coupled
      Stock Appreciation Right (“CSAR”)
      shall
      be related to a particular Option and shall be exercisable only when and to
      the
      extent the related Option is exercisable.

     

    (b)       
      A
      CSAR
      may be granted to a Participant for no more than the number of shares subject
      to
      the simultaneously or previously granted Option to which it is
      coupled.

     

    (c)       
      A
      CSAR
      shall entitle the Participant (or other person entitled to exercise the Option
      pursuant to the Plan) to surrender to the Company unexercised a portion of
      the
      Option to which the CSAR relates (to the extent then exercisable pursuant to
      its
      terms) and to receive from the Company in exchange therefor an amount determined
      by multiplying the difference obtained by subtracting the Option exercise price
      from the Fair Market Value of a share of Stock on the date of exercise of the
      CSAR by the number of shares of Stock with respect to which the CSAR shall
      have
      been exercised, subject to any limitations the Committee may
      impose.

     

    
      
         

      

      
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    7.3       
      Independent
      Stock Appreciation Rights.

    


    (a) An
      Independent Stock Appreciation Right (“ISAR”)
      shall
      be unrelated to any Option and shall have a term set by the Committee. An ISAR
      shall be exercisable in such installments as the Committee may determine. An
      ISAR shall cover such number of shares of Stock as the Committee may determine.
      The exercise price per share of Stock subject to each ISAR shall be set by
      the
      Committee; provided,
      however,
      that,
      the Committee in its sole and absolute discretion may provide that the ISAR
      may
      be exercised subsequent to a termination of employment or service, as
      applicable, or following a Change of Control, or because of the Participant’s
      retirement, death or Disability, or otherwise.

     

    (b) An
      ISAR
      shall entitle the Participant (or other person entitled to exercise the ISAR
      pursuant to the Plan) to exercise all or a specified portion of the ISAR (to
      the
      extent then exercisable pursuant to its terms) and to receive from the Company
      an amount determined by multiplying the difference obtained by subtracting
      the
      exercise price per share of the ISAR from the Fair Market Value of a share
      of
      Stock on the date of exercise of the ISAR by the number of shares of Stock
      with
      respect to which the ISAR shall have been exercised, subject to any limitations
      the Committee may impose.

     

    7.4       
      Payment and Limitations on Exercise.

     

     

    (a) Payment
      of the amounts determined under Section 7.2(c) and 7.3(b) above shall be in
      cash, in Stock (based on its Fair Market Value as of the date the Stock
      Appreciation Right is exercised) or a combination of both, as determined by
      the
      Committee. 

     

    (b) To
      the
      extent any payment under Section 7.2(c) or 7.3(b) is effected in Stock it shall
      be made subject to satisfaction of all provisions of Article 5 above pertaining
      to Options.

    


    ARTICLE
      8

    OTHER
      TYPES OF AWARDS

     

    8.1  Performance
      Share Awards.
      Any
      Eligible Participant selected by the Committee may be granted one or more
      Performance Share awards which may be denominated in a number of shares of
      Stock
      or in a dollar value of shares of Stock and which may be linked to any one
      or
      more specific performance criteria determined appropriate by the Committee,
      in
      each case on a specified date or dates or over any period or periods determined
      by the Committee. In making such determinations, the Committee shall consider
      (among such other factors as it deems relevant in light of the specific type
      of
      award) the contributions, responsibilities and other compensation of the
      particular Participant. 

     

    8.2  Dividend
      Equivalents.
      Any
      Eligible Participant selected by the Committee may be granted Dividend
      Equivalents based on the dividends declared on the shares of Stock that are
      subject to any Award, to be credited as of dividend payment dates, during the
      period between the date the Award is granted and the date the Award is
      exercised, vests or expires, as determined by the Committee. Such Dividend
      Equivalents shall be converted to cash or additional shares of Stock by such
      formula and at such time and subject to such limitations as may be determined
      by
      the Committee.

     

    
      
         

      

      
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    8.3  Stock
      Payments.
      Any
      Eligible Participant selected by the Committee may receive Stock Payments in
      the
      manner determined from time to time by the Committee. The number of shares
      shall
      be determined by the Committee and may be based upon specific performance
      criteria determined appropriate by the Committee, determined on the date such
      Stock Payment is made or on any date thereafter.

     

    8.4  Restricted
      Stock Units.
      Any
      Eligible Participant selected by the Committee may be granted an award of
      Restricted Stock Units in the manner determined from time to time by the
      Committee. The number of Restricted Stock Units shall be determined by the
      Committee and may be linked to the Performance Criteria or other specific
      performance criteria determined to be appropriate by the Committee, in each
      case
      on a specified date or dates or over any period or periods determined by the
      Committee. Stock underlying a Restricted Stock Unit award will not be issued
      until the Restricted Stock Unit award has vested, pursuant to a vesting schedule
      or performance criteria set by the Committee. Unless otherwise provided by
      the
      Committee, a Participant awarded Restricted Stock Units shall have no rights
      as
      a Company stockholder with respect to such Restricted Stock Units until such
      time as the Restricted Stock Units have vested and the Stock underlying the
      Restricted Stock Units has been issued.

     

    8.5  Term. 

     

    The
      term
      of any Award of Performance Shares, Dividend Equivalents, Stock Payments or
      Restricted Stock Units shall be set by the Committee in its
      discretion.

     

    8.6  Exercise
      or Purchase Price. 

     

    The
      Committee may establish the exercise or purchase price of any Award of
      Performance Shares, Restricted Stock Units or Stock Payments; provided, however,
      that such price shall not be less than the par value of a share of Stock, unless
      otherwise permitted by applicable state law.

     

    8.7  Exercise
      Upon Termination of Employment or Service.
      An Award
      of Performance Shares, Dividend Equivalents, Restricted Stock Units and Stock
      Payments shall only be exercisable or payable while the Participant is an
      Employee or Director of the Company or a Subsidiary; provided,
      however,
      that
      the Committee in its sole and absolute discretion may provide that an Award
      of
      Performance Shares, Dividend Equivalents, Stock Payments or Restricted Stock
      Units may be exercised or paid subsequent to a termination of employment or
      service, as applicable, or following a Change of Control, or because of the
      Participant’s retirement, death or Disability, or otherwise.

     

    8.8  Form
      of Payment. 

     

    Payments
      with respect to any Awards granted under this Article 8 shall be made in cash,
      in Stock or a combination of both, as determined by the Committee.

     

    8.9  Award
      Agreement.
      

     

    All
      Awards under this Article 8 shall be subject to such additional terms and
      conditions as determined by the Committee and shall be evidenced by a written
      Award Agreement.

     

    
      
         

      

      
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    ARTICLE
      9  

    PROVISIONS
      APPLICABLE TO AWARDS

     

    9.1  Stand-Alone
      and Tandem Awards.
      Awards
      granted pursuant to the Plan may, in the discretion of the Committee, be granted
      either alone, in addition to, or in tandem with, any other Award granted
      pursuant to the Plan. Awards granted in addition to or in tandem with other
      Awards may be granted either at the same time as or at a different time from
      the
      grant of such other Awards.

     

    9.2  Award
      Agreement.
      Awards
      under the Plan shall be evidenced by Award Agreements that set forth the terms,
      conditions and limitations for each Award which may include the term of an
      Award, the provisions applicable in the event the Participant’s employment or
      service terminates, and the Company’s authority to unilaterally or bilaterally
      amend, modify, suspend, cancel or rescind an Award.

     

    9.3  Limits
      on Transfer.
      No
      right or interest of a Participant in any Award may be pledged, encumbered,
      or
      hypothecated to or in favor of any party other than the Company or a Subsidiary,
      or shall be subject to any lien, obligation, or liability of such Participant
      to
      any other party other than the Company or a Subsidiary. No Award shall be
      assigned, transferred, or otherwise disposed of by a Participant other than
      by
      will or the laws of descent and distribution. 

     

    9.4  Beneficiaries.
      Notwithstanding Section 9.3, a Participant may, in the manner determined by
      the
      Committee, designate a beneficiary to exercise the rights of the Participant
      and
      to receive any distribution with respect to any Award upon the Participant’s
      death. A beneficiary, legal guardian, legal representative, or other person
      claiming any rights pursuant to the Plan is subject to all terms and conditions
      of the Plan and any Award Agreement applicable to the Participant, except to
      the
      extent the Plan and Award Agreement otherwise provide, and to any additional
      restrictions deemed necessary or appropriate by the Committee. If the
      Participant is married and resides in a community property state, a designation
      of a person other than the Participant’s spouse as his beneficiary with respect
      to more than 50% of the Participant’s interest in the Award shall not be
      effective without the prior written consent of the Participant’s spouse. If no
      beneficiary has been designated or survives the Participant, payment shall
      be
      made to the person entitled thereto pursuant to the Participant’s will or the
      laws of descent and distribution. Subject to the foregoing, a beneficiary
      designation may be changed or revoked by a Participant at any time provided
      the
      change or revocation is filed with the Committee. 

     

    9.5  Stock
      Certificates.
      Notwithstanding anything herein to the contrary, the Company shall not be
      required to issue or deliver any certificates evidencing shares of Stock
      pursuant to the exercise of any Award, unless and until the Board has
      determined, with advice of counsel, that the issuance and delivery of such
      certificates is in compliance with all applicable laws, regulations of
      governmental authorities and, if applicable, the requirements of any exchange
      on
      which the shares of Stock are listed or traded. All Stock certificates delivered
      pursuant to the Plan are subject to any stop-transfer orders and other
      restrictions as the Committee deems necessary or advisable to comply with
      federal, state, or foreign jurisdiction, securities or other laws, rules and
      regulations and the rules of any national securities exchange or automated
      quotation system on which the Stock is listed, quoted, or traded. The Committee
      may place legends on any Stock certificate to reference restrictions applicable
      to the Stock. In addition to the terms and conditions provided herein, the
      Board
      may require that a Participant make such reasonable covenants, agreements,
      and
      representations as the Board, in its discretion, deems advisable in order to
      comply with any such laws, regulations, or requirements. The Committee shall
      have the right to require any Participant to comply with any timing or other
      restrictions with respect to the settlement or exercise of any Award, including
      a window-period limitation, as may be imposed in the discretion of the
      Committee. 

     

    
      
         

      

      
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    ARTICLE
      10

    CHANGES
      IN CAPITAL STRUCTURE

     

    10.1  Adjustments.
      In the
      event of any stock dividend, stock split, combination or exchange of shares,
      merger, consolidation, spin-off, recapitalization or other distribution (other
      than normal cash dividends) of Company assets to stockholders, or any other
      change affecting the shares of Stock or the share price of the Stock, the
      Committee shall make such proportionate adjustments, if any, as the Committee
      in
      its discretion may deem appropriate to reflect such change with respect to
      (i)
      the aggregate number and type of shares that may be issued under the Plan
      (including, but not limited to, adjustments of the limitations in Sections
      3.1);
      (ii) the terms and conditions of any outstanding Awards (including, without
      limitation, any applicable performance targets or criteria with respect
      thereto); and (iii) the grant or exercise price per share for any outstanding
      Awards under the Plan. 

     

    10.2  Effect
      of a Change of Control When Awards Are Not Assumed.
      If a
      Change of Control occurs and a Participant’s Awards are not assumed by the
      surviving or successor entity or its parent or Subsidiary and such successor
      does not substitute substantially similar awards for those outstanding under
      the
      Plan, such Awards shall become fully exercisable and/or payable as applicable,
      and all forfeiture restrictions on such Awards shall lapse. Upon, or in
      anticipation of, a Change of Control, the Committee may cause any and all Awards
      outstanding hereunder to terminate at a specific time in the future and shall
      give each Participant the right to exercise such Awards during a period of
      time
      as the Committee, in its sole and absolute discretion, shall determine. The
      Committee shall have sole discretion to determine whether an Award has been
      assumed by the surviving or successor entity or its parent or Subsidiary or
      whether such successor has substituted substantially similar awards for those
      outstanding under the Plan in connection with a Change of Control.

     

    10.3  Effect
      of Change of Control When Awards Are Assumed; Termination Following Change
      of
      Control.
      

     

    (a) In
      the
      event of a Change of Control where a Participant’s Awards are assumed by the
      surviving or successor entity or its parent or Subsidiary or such successor
      substitutes substantially similar awards for those outstanding under the Plan,
      then fifty percent (50%) of such Participant’s unvested Awards shall become
      fully exercisable and/or payable as applicable, and all forfeiture restrictions
      on such Awards shall lapse, immediately prior to such Change of Control.


     

    
      
         

      

      
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    (b) In
      the
      event of a Change of Control where a Participant’s Awards are assumed by the
      surviving or successor entity or its parent or Subsidiary or such successor
      substitutes substantially similar awards for those outstanding under the Plan,
      if within twelve (12) months following such Change of Control (i) the
      Participant’s employment or service with the surviving or successor entity or
      its parent or Subsidiary is terminated without Cause or (ii) such Participant
      voluntarily terminates such Participant’s employment or service with Good
      Reason, then such Participant’s remaining unvested Awards (including any
      substituted awards) shall become fully exercisable and/or payable as applicable,
      and all forfeiture restrictions on such Awards (including any substituted
      awards) shall lapse, on the date of termination. Such Awards (including any
      substituted awards) shall remain exercisable, as applicable, until the earlier
      of the expiration date of the Award or three (3) months following such
      Participant’s cessation of employment or service.

     

    10.4  Outstanding
      Awards - Certain Mergers.
      Subject
      to any required action by the stockholders of the Company, in the event that
      the
      Company shall be the surviving corporation in any merger or consolidation
      (except a merger or consolidation as a result of which the holders of shares
      of
      Stock receive securities of another corporation), each Award outstanding on
      the
      date of such merger or consolidation shall pertain to and apply to the
      securities that a holder of the number of shares of Stock subject to such Award
      would have received in such merger or consolidation.

     

    10.5  Outstanding
      Awards - Other Changes.
      In the
      event of any other change in the capitalization of the Company or corporate
      change other than those specifically referred to in this Article 10, the
      Committee may, in its absolute discretion, make such adjustments in the number
      and class of shares subject to Awards outstanding on the date on which such
      change occurs and in the per share grant or exercise price of each Award as
      the
      Committee may consider appropriate to prevent dilution or enlargement of
      rights.

     

    10.6  No
      Other Rights.
      Except
      as expressly provided in the Plan, no Participant shall have any rights by
      reason of any subdivision or consolidation of shares of stock of any class,
      the
      payment of any dividend, any increase or decrease in the number of shares of
      stock of any class or any dissolution, liquidation, merger, or consolidation
      of
      the Company or any other corporation. Except as expressly provided in the Plan
      or pursuant to action of the Committee under the Plan, no issuance by the
      Company of shares of stock of any class, or securities convertible into shares
      of stock of any class, shall affect, and no adjustment by reason thereof shall
      be made with respect to, the number of shares of Stock subject to an Award
      or
      the grant or exercise price of any Award.

     

    ARTICLE
      11

    ADMINISTRATION

     

    11.1  Committee.
      Unless
      and until the Board delegates administration to the Committee as set forth
      below, the Plan shall be administered by the Board, which shall, in such event,
      constitute the “Committee” for the purposes of the Plan. Any action taken by the
      Board in connection with the administration of the Plan shall not be deemed
      approved by the Board unless such actions are approved by a majority of the
      Independent Directors. The Board may delegate administration of the Plan to
      the
      Committee, and the term “Committee” shall apply to any person or persons to whom
      such authority has been delegated; provided,
      however, that
      such
      Committee be comprised of a majority of or solely two or more Independent
      Directors. If administration is delegated to a Committee, the Committee shall
      have, in connection with the administration of the Plan, the powers theretofore
      possessed by the Board, including the power to delegate to a subcommittee any
      of
      the administrative powers the Committee is authorized to exercise (and
      references in the Plan to the Board shall thereafter be to the Committee or
      subcommittee), subject, however, to such resolutions, not inconsistent with
      the
      provisions of the Plan, as may be adopted from time to time by the Board.


     

    
      
         

      

      
        13

        
          

        

      

      
         

      

    

    The
      Board
      may abolish the Committee at any time and revest in the Board the administration
      of the Plan. Any action taken by the Board in connection with the administration
      of the Plan shall continue to not be deemed approved by the Board unless such
      actions are approved by a majority of the Independent Directors. Appointment
      of
      Committee members shall be effective upon acceptance of appointment. Committee
      members may resign at any time by delivering written notice to the Board.
      Vacancies in the Committee may only be filled by the Board.

     

    11.2  Action
      by the Committee.
      A
      majority of the Committee shall constitute a quorum. The acts of a majority
      of
      the members present at any meeting at which a quorum is present, and acts
      approved in writing by a majority of the Committee in lieu of a meeting, shall
      be deemed the acts of the Committee. Each member of the Committee is entitled
      to, in good faith, rely or act upon any report or other information furnished
      to
      that member by any officer or other employee of the Company or any Subsidiary,
      the Company’s independent certified public accountants, or any executive
      compensation consultant or other professional retained by the Company to assist
      in the administration of the Plan.

     

    11.3  Authority
      of Committee.
      Subject
      to any specific designation in the Plan, the Committee has the exclusive power,
      authority and discretion to:

     

    (a)  Adopt
      procedures from time to time in the Committee’s discretion to ensure that an
      Employee is eligible to participate in the Plan prior to the granting of any
      Awards to such Employee under the Plan (including, without limitation, a
      requirement, if any, that each such Employee certify to the Company prior to
      the
      receipt of an Award under the Plan that he or she has not been previously
      employed by the Company or a Subsidiary, or if previously employed, has had
      a
      bona fide period of non-employment, and that the grant of Awards under the
      Plan
      is an inducement material to his or her agreement to enter into employment
      with
      the Company or a Subsidiary);

     

    (b)  Designate
      Participants to receive Awards;

     

    (c)  Determine
      the type or types of Awards to be granted to each Participant;

     

    (d)  Determine
      the number of Awards to be granted and the number of shares of Stock to which
      an
      Award will relate;

     

    (e)  Determine
      the terms and conditions of any Award granted pursuant to the Plan, including,
      but not limited to, the exercise price, grant price, or purchase price, any
      reload provision, any restrictions or limitations on the Award, any schedule
      for
      lapse of forfeiture restrictions or restrictions on the exercisability of an
      Award, and accelerations or waivers thereof, any provisions related to
      non-competition and recapture of gain on an Award, based in each case on such
      considerations as the Committee in its sole discretion determines;

     

    
      
         

      

      
        14

        
          

        

      

      
         

      

    

    (f)  Determine
      whether, to what extent, and pursuant to what circumstances an Award may be
      settled in, or the exercise price of an Award may be paid in cash, Stock, other
      Awards, or other property, or an Award may be canceled, forfeited, or
      surrendered;

     

    (g)  Prescribe
      the form of each Award Agreement, which need not be identical for each
      Participant;

     

    (h)  Decide
      all other matters that must be determined in connection with an
      Award;

     

    (i)  Establish,
      adopt, or revise any rules and regulations as it may deem necessary or advisable
      to administer the Plan; 

     

    (j)  Interpret
      the terms of, and any matter arising pursuant to, the Plan or any Award
      Agreement; and

     

    (k)  Make
      all
      other decisions and determinations that may be required pursuant to the Plan
      or
      as the Committee deems necessary or advisable to administer the
      Plan.

     

    12.4 Decisions
      Binding.
      The
      Committee’s interpretation of the Plan, any Awards granted pursuant to the Plan,
      any Award Agreement and all decisions and determinations by the Committee with
      respect to the Plan are final, binding, and conclusive on all
      parties.

     

    ARTICLE
      12

    EFFECTIVE
      AND EXPIRATION DATE

     

    12.1  Effective
      Date.
      The
      Plan is effective as of the date of its adoption by the Board (the “Effective
      Date”).
      

     

    12.2  Expiration
      Date.
      The
      Plan will expire on, and no Award may be granted pursuant to the Plan after
      December 31, 2015 (the “Expiration
      Date”).
      Any
      Awards that are outstanding on the Expiration Date shall remain in force
      according to the terms of the Plan and the applicable Award Agreement. Each
      Award Agreement shall provide that it will expire on the tenth anniversary
      of
      the date of grant of the Award to which it relates.

     

    ARTICLE
      13

    AMENDMENT,
      MODIFICATION, AND TERMINATION

     

    13.1  Amendment,
      Modification, and Termination.
      With
      the approval of the Board, at any time and from time to time, the Committee
      may
      terminate, amend or modify the Plan; provided,
      however,
      that to
      the extent necessary and desirable to comply with any applicable law,
      regulation, or stock exchange rule, the Company shall obtain stockholder
      approval of any Plan amendment in such a manner and to such a degree as
      required. 

     

    
      
         

      

      
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    13.2  Awards
      Previously Granted.
      No
      termination, amendment, or modification of the Plan shall adversely affect
      in
      any material way any Award previously granted pursuant to the Plan without
      the
      prior written consent of the Participant. 

     

    ARTICLE
      14

    GENERAL
      PROVISIONS

     

    14.1  No
      Rights to Awards.
      No
      Participant, employee, or other person shall have any claim to be granted any
      Award pursuant to the Plan, and neither the Company nor the Committee is
      obligated to treat Participants, employees, and other persons
      uniformly.

     

    14.2  No
      Stockholders Rights.
      No
      Award gives the Participant any of the rights of a stockholder of the Company
      unless and until shares of Stock are in fact issued to such person in connection
      with such Award.

     

    14.3  Withholding.
      The
      Company or any Subsidiary shall have the authority and the right to deduct
      or
      withhold, or require a Participant to remit to the Company, an amount sufficient
      to satisfy federal, state, local and foreign taxes (including the Participant’s
      FICA obligation) required by law to be withheld with respect to any taxable
      event concerning a Participant arising as a result of the Plan. The Committee
      may in its discretion and in satisfaction of the foregoing requirement allow
      a
      Participant to elect to have the Company withhold shares of Stock otherwise
      issuable under an Award (or allow the return of shares of Stock) having a Fair
      Market Value equal to the sums required to be withheld. Notwithstanding any
      other provision of the Plan, the number of shares of Stock which may be withheld
      with respect to the issuance, vesting, exercise or payment of any Award (or
      which may be repurchased from the Participant of such Award within six months
      after such shares of Stock were acquired by the Participant from the Company)
      in
      order to satisfy the Participant’s federal, state, local and foreign income and
      payroll tax liabilities with respect to the issuance, vesting, exercise or
      payment of the Award shall be limited to the number of shares which have a
      Fair
      Market Value on the date of withholding or repurchase equal to the aggregate
      amount of such liabilities based on the minimum statutory withholding rates
      for
      federal, state, local and foreign income tax and payroll tax purposes that
      are
      applicable to such supplemental taxable income.

     

    14.4  No
      Right to Employment or Services.
      Nothing
      in the Plan or any Award Agreement shall interfere with or limit in any way
      the
      right of the Company or any Subsidiary to terminate any Participant’s employment
      or services at any time, nor confer upon any Participant any right to continue
      in the employ or service of the Company or any Subsidiary.

     

    14.5  Unfunded
      Status of Awards.
      The
      Plan is intended to be an “unfunded” plan for incentive compensation. With
      respect to any payments not yet made to a Participant pursuant to an Award,
      nothing contained in the Plan or any Award Agreement shall give the Participant
      any rights that are greater than those of a general creditor of the Company
      or
      any Subsidiary.

     

    14.6  Indemnification.
      To the
      extent allowable pursuant to applicable law, each member of the Committee or
      of
      the Board shall be indemnified and held harmless by the Company from any loss,
      cost, liability, or expense that may be imposed upon or reasonably incurred
      by
      such member in connection with or resulting from any claim, action, suit, or
      proceeding to which he or she may be a party or in which he or she may be
      involved by reason of any action or failure to act pursuant to the Plan and
      against and from any and all amounts paid by him or her in satisfaction of
      judgment in such action, suit, or proceeding against him or her; provided,
      he or
      she gives the Company an opportunity, at its own expense, to handle and defend
      the same before he or she undertakes to handle and defend it on his or her
      own
      behalf. The foregoing right of indemnification shall not be exclusive of any
      other rights of indemnification to which such persons may be entitled pursuant
      to the Company’s Certificate of Incorporation or Bylaws, as a matter of law, or
      otherwise, or any power that the Company may have to indemnify them or hold
      them
      harmless.

     

    
      
         

      

      
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    14.7  Relationship
      to Other Benefits.
      No
      payment pursuant to the Plan shall be taken into account in determining any
      benefits pursuant to any pension, retirement, savings, profit sharing, group
      insurance, welfare or other benefit plan of the Company or any Subsidiary except
      to the extent otherwise expressly provided in writing in such other plan or
      an
      agreement thereunder.

     

    14.8  Expenses.
      The
      expenses of administering the Plan shall be borne by the Company and its
      Subsidiaries.

     

    14.9  Titles
      and Headings.
      The
      titles and headings of the Articles and Sections in the Plan are for convenience
      of reference only and, in the event of any conflict, the text of the Plan,
      rather than such titles or headings, shall control.

     

    14.10  Fractional
      Shares.
      No
      fractional shares of Stock shall be issued and the Committee shall determine,
      in
      its discretion, whether cash shall be given in lieu of fractional shares or
      whether such fractional shares shall be eliminated by rounding up or down as
      appropriate.

     

    14.11  Limitations
      Applicable to Section 16 Persons.
      Notwithstanding any other provision of the Plan, the Plan, and any Award granted
      or awarded to any Participant who is then subject to Section 16 of the Exchange
      Act, shall be subject to any additional limitations set forth in any applicable
      exemptive rule under Section 16 of the Exchange Act (including any amendment
      to
      Rule 16b-3 of the Exchange Act) that are requirements for the application of
      such exemptive rule. To the extent permitted by applicable law, the Plan and
      Awards granted or awarded hereunder shall be deemed amended to the extent
      necessary to conform to such applicable exemptive rule.

     

    14.12  Government
      And Other Regulations.
      The
      obligation of the Company to make payment of awards in Stock or otherwise shall
      be subject to all applicable laws, rules, and regulations, and to such approvals
      by government agencies as may be required. The Company shall be under no
      obligation to register pursuant to the Securities Act of 1933, as amended,
      any
      of the shares of Stock paid pursuant to the Plan. If the shares paid pursuant
      to
      the Plan may in certain circumstances be exempt from registration pursuant
      to
      the Securities Act of 1933, as amended, the Company may restrict the transfer
      of
      such shares in such manner as it deems advisable to ensure the availability
      of
      any such exemption.

     

    14.13  Governing
      Law.
      The
      Plan and all Award Agreements shall be construed in accordance with and governed
      by the laws of the State of Delaware.

     

    
      
         

      

      
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    14.14  SECTION
      409A OF THE CODE.
      In the
      event any provision of the Plan, or the application thereof, is or becomes
      inconsistent with Section 409A of the Code and any regulations promulgated
      thereunder, such provision shall be void or unenforceable or in the sole
      discretion of the Committee shall be deemed amended to comply with Section
      409A
      and any regulations promulgated thereunder. The other provisions of the Plan
      shall remain in full force and effect.

     

    ARTICLE
      15

    GENERAL
      PROVISIONS

     

    15.1  STOCKHOLDER
      APPROVAL NOT REQUIRED.
      It
      is
      expressly intended that approval of the Company’s stockholders not be required
      as a condition of the effectiveness of the Plan, and the Plan’s provisions shall
      be interpreted in a manner consistent with such intent for all purposes.
      Specifically, Rule 4350(i) promulgated by the NASD generally requires
      stockholder approval for stock option plans or other equity compensation
      arrangements adopted by companies whose securities are listed on the Nasdaq
      National Market pursuant to which stock awards or stock may be acquired by
      officers, directors, employees, or consultants of such companies. NASD Rule
      4350(i)(1)(A)(iv) provides an exception to this requirement for issuances of
      securities to a person not previously an employee or director of the issuer,
      or
      following a bona fide period of non-employment, as an inducement material to
      the
      individual’s entering into employment with the issuer; provided,
      such
      issuances are approved by either the issuer’s compensation committee comprised
      of a majority of independent directors or a majority of the issuer’s independent
      directors. Awards under the Plan may only be made to Eligible Participants
      who
      have not previously been an Employee or director of the Company or a Subsidiary,
      or following a bona fide period of non-employment by the Company or a
      Subsidiary, as an inducement material to the Eligible Participant’s entering
      into employment with the Company or a Subsidiary. Awards under the Plan will
      be
      approved by (i) the Company’s Compensation Committee comprised of a majority of
      the Company’s Independent Directors or (ii) a majority of the Company’s
      Independent Directors. Accordingly, pursuant to NASD Rule 4350(i)(1)(A)(iv),
      the
      issuance of Awards and the shares of Common Stock issuable upon exercise or
      vesting of such Awards pursuant to the Plan are not subject to the approval
      of
      the Company’s stockholders.

     

    


     

    


     

    
      
         

      

      
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