**EXHIBIT
      10.1**




**SPLINTERNET
      HOLDINGS, INC. 2008 STOCK INCENTIVE PLAN**






**1.    Purpose.** The
      purpose of the Splinternet Holdings, Inc. 2008 Stock Incentive Plan is to
      provide officers, other employees and directors of, and consultants to,
      Splinternet Holdings, Inc. or any of its Subsidiaries an incentive (a) to enter
      into and remain in the service of the Company or its Subsidiaries, (b) to
      enhance the long-term performance of the Company and its Subsidiaries, and
      (c)
      to acquire a proprietary interest in the success of the Company and its
      Subsidiaries.




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




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




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




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




*“Cause”* means
      termination of Participant’s employment for “cause” as defined in any employment
      or severance agreement the Participant may have with the Company or a Subsidiary
      or, if no such agreement exists, unless otherwise provided in a particular
      Award
      Agreement, “cause” means (a) conviction or pleading guilty or no contest to any
      crime (whether or not involving the Company or any of its Subsidiaries)
      constituting a felony in the jurisdiction involved; (b) engaging in any
      substantiated act involving moral turpitude; (c) engaging in any act which,
      in
      each case, subjects, or if generally known would subject, the Company or any
      of
      its Subsidiaries to public ridicule or embarrassment; (d) material violation
      of
      the Company’s or any of its Subsidiaries’’ policies, including, without
      limitation, those relating to sexual harassment or the disclosure or misuse
      of
      confidential information; (e) serious neglect or misconduct in the performance
      of the grantee’s duties for the Company or any of its Subsidiaries or willful or
      repeated failure or refusal to perform such duties; in each case as determined
      by the Committee, which determination will be final, binding and
      conclusive.




*“Change
      in Control”* means:
      (A) the acquisition by any person or group (as that term is defined in Section
      13 of the Securities Exchange Act of 1934, as amended) of more than 35% of
      the
      outstanding Common Stock, (B) a consolidation or merger of the Company with
      another entity, unless immediately after the transaction, at least 50% in voting
      power of the outstanding shares or other equity interests in the surviving
      entity or its ultimate parent entity are owned by persons who, immediately
      before the transaction were shareholders of the Company, or (C) a change in
      the
      membership of the Board of Directors such that a majority of the members of
      the
      Board of Directors are persons who have not served for at least twenty-four
      months and were not elected by the vote of directors who, at the time of the
      election, had served for at least twenty-four months. Notwithstanding the
      foregoing, no event or condition will constitute a Change in Control to the
      extent (but only to the extent) that, if it were a Change of Control, a 20%
      tax
      would be imposed under Section 409A of the Code.





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




*“Common
      Stock”* means
      the Company’s common stock, par value $.001 per share.




*“Committee”* means
      the Compensation Committee of the Board, or another committee of the Board
      appointed by the Board to administer the Plan.





*“Company”* means
      Splinternet Holdings, Inc., a Delaware corporation.




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





“ *Disability”* means
      termination of Participant’s employment for “disability” as defined in any
      employment or severance agreement the Participant may have with the Company
      or a
      Subsidiary or, if no such agreement exists, unless otherwise provided in a
      particular Award Agreement, a Participant being considered “disabled” within the
      meaning of Section 409A(a)(2)(C) of the Code, except that no circumstance or
      condition will constitute a Disability to the extent (but only to the extent)
      that, if it were, a 20% tax would be imposed under Section 409A of the Code.
      .




*“Eligible
      Person”* means
      any person who is an officer, employee of or consultant to the Company or any
      Subsidiary (including any key employee of an entity that develops products
      that
      are intended to be published or distributed by the Company or a Subsidiary)
      or
      any person to whom an offer of employment with the Company or any Subsidiary
      is
      extended, as determined by the Committee, or any person who is a Non-Employee
      Director.




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




*“Fair
      Market Value”* of a
      share of Common Stock as of a given date shall be, if the Common Stock is
      publicly traded, the mean between the highest and lowest quoted selling prices
      of the Common Stock on the applicable date or, if not available, the mean
      between the bona fide bid and ask prices of the Common Stock on the applicable
      date. In any situation not covered by the above, or if there were no sales
      on
      the applicable date, the Fair Market Value of a share of Common Stock on any
      day
      will be determined in good faith by the Committee.




*“Good
      Reason”* means
      termination of Participant’s employment for “good reason” as defined in any
      employment or severance agreement the Participant may have with the Company
      or a
      Subsidiary or, if no such agreement exists, unless otherwise provided in a
      particular Award Agreement, “good reason” means (A) a material reduction of the
      Participant’s authority or responsibilities, (B) the assignment to the
      Participant of duties materially inconsistent with the Participant’s position
      with the Company or a Subsidiary; (C) a reduction in Participant’s annual salary
      or an alteration of the formula by which the Participant’s annual bonus is
      calculated that is likely to lead to a reduction in the Participant’s annual
      compensation ; or (iii) the relocation of the Participant’s office by more than
      50 miles, except, in each case, to the extent consented to by the Participant
      in
      writing.




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




*“Non-Employee
      Director”* means
      any member of the Board who is not an employee of the Company.




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




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




*“Performance
      Share Award”* means
      a
      contractual right granted to an Eligible Person under Section 10 hereof
      representing notional unit interests equal in value to a share of Common Stock
      that is forfeitable until the achievement of pre-established performance
      objectives over a performance period.





*”Performance
      Unit Award”* means
      a
      contractual right granted to an Eligible Person under Section 10 hereof
      representing notional unit interests equal to a pre-determined dollar amount
      that is forfeitable until the achievement of pre-established performance
      objectives over a performance period.





*“Plan”* means
      the Splinternet Holdings, Inc. 2008 Stock Incentive Plan as set forth herein,
      as
      amended from time to time.





*“Qualified
      Performance Award”* means
      a
      Restricted Stock Award, Restricted Stock Unit Award, or Performance Share Award
      or Performance Unit Award intended to comply with Section 11
      hereof.




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





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





*“Retirement”* means
      termination of Participant’s employment by reason of “retirement” as defined in
      any employment or severance agreement the Participant may have with the Company
      or a Subsidiary or, if no such agreement exists, unless otherwise provided
      in a
      particular Award Agreement, “retirement” means a termination of the
      Participant’s Service after the Participant reaches the age of 62.





*“Service”* means a
      Participant’s employment or service with the Company or any Subsidiary or a
      Participant’s service as a Non-Employee Director with the Company, as
      applicable.




*“Stock
      Award”* means a
      grant of shares of Common Stock, or securities that are convertible into Common
      Stock, or other equity-based Award, to an Eligible Person under Section 12
      hereof.




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




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





*“Subsidiary”* means
      any corporation (other than the Company) in an unbroken chain of corporations
      beginning with the Company if, at the time as of which a determination is being
      made, each corporation other than the last corporation in the unbroken chain
      owns stock possessing fifty percent or more of the total combined voting power
      of all classes of stock in another corporation in the chain.





**3.    Administration.**




*3.1    Committee
      Members.* The
      Plan shall be administered by a Committee comprised of no fewer than two members
      of the Board. It is intended that each Committee member shall satisfy the
      requirements for (i) a “non-employee director” for purposes of Rule 16b-3 under
      the Exchange Act and (ii) an “outside director” under Section 162(m) of the
      Code , unless
      the action taken pursuant to the Plan is not required to be taken by “outside
      directors” to qualify for tax deductibility under Section 162(m) of the
      Code, and (iii) if required by the rules of any securities exchange or market
      on
      which the Common Stock is listed, an “independent director” under those rules.
      No member of the Committee shall be liable for any action or determination
      made
      in good faith by the Committee with respect to the Plan or any Award. In the
      absence of a Committee, the Board will administer the Plan and all references
      to
      the “Committee” will be deemed to refer to the “Board”.




*3.2    Committee
      Authority.* The
      Committee shall have such powers and authority as may be necessary or
      appropriate for the Committee to carry out its functions as described in the
      Plan. Subject to the express limitations of the Plan, the Committee shall have
      authority in its discretion to determine the Eligible Persons to whom, and
      the
      time or times at which, Awards may be granted, the number of shares, units
      or
      other rights subject to each Award, the exercise, base or purchase price of
      an
      Award (if any), the time or times at which an Award will become vested,
      exercisable or payable, the performance goals and other conditions affecting
      an
      Award, the duration of the Award, and all other terms of the Award. The
      Committee shall also have discretionary authority to interpret the Plan, to
      make
      factual determinations under the Plan, and to make all other determinations
      necessary or advisable for Plan administration, including, without limitation,
      to correct any defect, to supply any omission or to reconcile any inconsistency
      in the Plan or any Award Agreement. The Committee may prescribe, amend, and
      rescind rules and regulations relating to the Plan. The Committee’s
      determinations under the Plan need not be uniform and may be made by the
      Committee selectively among Participants and Eligible Persons, whether or not
      such persons are similarly situated. The Committee shall, in its discretion,
      consider such factors as it deems relevant in making its


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interpretations,
      determinations and actions under the Plan including, without limitation, the
      recommendations or advice of any officer or employee of the Company or such
      attorneys, consultants, accountants or other advisors as it may select. All
      interpretations, determinations and actions by the Committee shall be final,
      conclusive, and binding upon all parties.




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




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





**4.    Shares
      Subject to the Plan.**




*4.1    Maximum
      Share Limitations.* Subject
      to adjustment pursuant to Section 4.3 hereof, the maximum aggregate number
      of
      shares of Common Stock that may be issued under the Plan shall be six million
      (6,000,000) shares. **** Shares
      of
      Common Stock issued under the Plan may be either authorized but unissued shares
      or shares held in the Company’s treasury.





To
      the
      extent that any Award involving the issuance of shares of Common Stock is
      forfeited, cancelled, returned to the Company for failure to satisfy vesting
      requirements or other conditions of the Award, or otherwise terminates without
      an issuance of shares of Common Stock being made thereunder, the shares of
      Common Stock covered thereby will no longer be counted against the maximum
      share
      limitations and may again be made subject to Awards under the Plan pursuant
      to
      such limitations. In addition, awards that are settled in cash and not in shares
      of Common Stock shall not be counted against the maximum share limitations.





*4.2    Individual
      Participant Limitations.* The
      maximum number of shares of Common Stock that may be subject to Stock Options,
      Stock Appreciation Rights and Qualified Performance Awards denominated in shares
      in the aggregate granted to any one Participant during any calendar year shall
      be 2,000,000 shares. The maximum payment with respect to Qualified Performance
      Awards denominated in cash in the aggregate granted to any one Participant
      during any calendar year shall be $2,000,000. The foregoing limitations shall
      each be applied on an aggregate basis taking into account Awards granted to
      a
      Participant under the Plan as well as awards of the same type granted to a
      Participant under any other equity-based compensation plan of the Company or
      any
      Subsidiary.




*4.3    Adjustments.* If
      there shall occur any change with respect to the outstanding shares of Common
      Stock by reason of any recapitalization, reclassification, stock dividend,
      extraordinary cash dividend, stock split, reverse stock split or other
      distribution with respect to the shares of Common Stock, or any merger,
      reorganization, consolidation, combination, spin-off or other similar corporate
      change, or any other change affecting the Common Stock, the Committee may,
      in
      the manner and to the extent that it deems appropriate and equitable to the
      Participants and consistent with the terms of the Plan, cause an adjustment
      to
      be made in (i) the maximum number and kind of shares provided in Section 4.1
      and
      Section 4.2 hereof, (ii) the number and kind of shares of Common Stock, units,
      or other rights subject to then outstanding Awards, (iii) the exercise or base
      price for each share or unit or other right subject to then outstanding Awards,
      and (iv) any other terms of an Award that are affected by the event.
      Notwithstanding the foregoing, any such adjustments shall, to the extent
      practicable, be made in a manner consistent with the requirements of Section
      409A of the Code and, in the case of Incentive Stock Options, Section 424 of
      the Code.




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**5.    Participation
      and Awards.**




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




*5.2    Determination
      of Awards.* The
      Committee shall determine the terms and conditions of all Awards granted to
      Participants in accordance with its authority under Section 3.2 hereof. An
      Award
      may consist of one type of right or benefit hereunder or of two or more such
      rights or benefits granted in tandem or in the alternative. In the case of
      any
      fractional share or unit resulting from the grant, vesting, payment or crediting
      of dividends or dividend equivalents under an Award, the Committee shall have
      the discretionary authority to (i) disregard such fractional share or unit,
      (ii)
      round such fractional share or unit to the nearest lower or higher whole share
      or unit, or (iii) convert such fractional share or unit into a right to receive
      a cash payment. To the extent deemed necessary by the Committee, an Award shall
      be evidenced by an Award Agreement as described in Section 15.1 hereof.





**6.    Stock
      Options.**




*6.1    Grant
      of Stock Options.* A
      Stock Option may be granted to any Eligible Person selected by the Committee.
      Subject to the provisions of Section 6.8 hereof and Section 422 of the Code,
      each Stock Option shall be designated, in the discretion of the Committee,
      as an
      Incentive Stock Option or as a Nonqualified Stock Option.




*6.2    Exercise
      Price.* The
      exercise price per share of a Stock Option shall not be less than 100 percent
      of
      the Fair Market Value of the shares of Common Stock on the Date of Grant.




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




*6.4    Term
      of Stock Options.* The
      Committee shall in its discretion prescribe in an Award Agreement the period
      during which a vested Stock Option may be exercised, provided that the maximum
      term of a Stock Option shall be ten years from the Date of Grant. Except as
      provided in this Section 6 or as otherwise may be provided by the Committee,
      no
      Stock Option may be exercised at any time during the term thereof unless the
      Participant is then in the Service of the Company or one of its Subsidiaries.




*6.5    Termination
      of Service.* Subject
      to Section 6.8 hereof with respect to Incentive Stock Options, the Stock Option
      of any Participant whose Service with the Company or one of its Subsidiaries
      is
      terminated for any reason shall terminate on the earlier of (A) the date that
      the Stock Option expires in accordance with its terms or (B) unless otherwise
      provided in an Award Agreement, the expiration of the applicable time period
      following termination of Service, in accordance with the following: (1) 12
      months if Service ceased due to death, Disability or Retirement, (2) 90 days
      if
      Service ceased as a result of a termination by the Company without Cause or
      (3)
      30 days if Service ceased for any other reason; provided that, in the event
      of a
      termination for Cause such Participant’s right to any further payments, vesting
      or exercisability with respect to any Award shall be forfeited in its entirety
      in accordance with Section 14.2. The Committee shall have authority to determine
      in each case whether an authorized leave of absence shall be deemed a
      termination of Service for purposes hereof, as well as the effect of a leave
      of
      absence on the vesting and exercisability of a Stock Option. Unless otherwise
      provided by the Committee, if an entity ceases to be a Subsidiary of, or to
      provide services (including developing products) to, the Company or otherwise
      ceases to be qualified under the Plan or if all or substantially all of the
      assets of a Subsidiary of the Company or an entity that provides services to
      the
      Company are conveyed (other than by encumbrance), such cessation or action,
      as
      the case may be, shall be deemed for purposes hereof to be a termination of
      the
      Service of all


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of
      the
      employees of the Subsidiary or other entity (unless at the time of the event
      they become employees of the Company).




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




*6.7    Limited
      Transferability of Nonqualified Stock Options.* All
      Stock Options shall be nontransferable except (i) upon the Participant’s death,
      in accordance with Section 15.2 hereof or (ii) in the case of Nonqualified
      Stock
      Options only, for the transfer of all or part of the Stock Option to a
      Participant’s “family member” (as defined for purposes of the Form S-8
      registration statement under the Securities Act of 1933), as may be approved
      by
      the Committee in its discretion. The transfer of a Nonqualified Stock Option
      may
      be subject to such terms and conditions as the Committee may in its discretion
      impose from time to time. Subsequent transfers of a Nonqualified Stock Option
      shall be prohibited other than in accordance with Section 15.2 hereof.




*6.8    Additional
      Rules for Incentive Stock Options.*




*(a)    Eligibility.* An
      Incentive Stock Option may only be granted to an Eligible Person who is
      considered an employee for purposes of Treasury Regulation §1.421-7(h) with
      respect to the Company or any Subsidiary that qualifies as a “subsidiary
      corporation” with respect to the Company for purposes of Section 424(f) of the
      Code.




*(b)    Annual
      Limits.* Any
      portion of an Incentive Stock Option granted to a Participant as a result of
      which the aggregate Fair Market Value (determined as of the Date of Grant)
      of
      the stock with respect to which incentive stock options under Section 422 of
      the
      Code held by the Participant are exercisable for the first time in any calendar
      year under the Plan and any other stock option plans of the Company or any
      subsidiary or parent corporation, would exceed $100,000, determined in
      accordance with Section 422(d) of the Code, shall become a Nonqualified Stock
      Option . This limitation shall be applied by taking stock options into account
      in the order in which granted.




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




*(d)    Other
      Terms and Conditions; Nontransferability.* Any
      Stock Option that is not specifically designated as an Incentive Stock Option
      will under no circumstances be considered an Incentive Stock Option. Any
      Incentive Stock Option granted hereunder shall contain such additional terms
      and
      conditions, not inconsistent with the terms of the Plan, as are deemed necessary
      or desirable by the Committee, which terms, together with the terms of the
      Plan,
      shall be intended and interpreted to cause such Incentive Stock Option to
      qualify as an “incentive stock option” under Section 422 of the Code. An Award
      Agreement for an Incentive Stock Option may provide that such Stock Option
      shall
      be treated as a Nonqualified Stock Option to the extent that certain
      requirements applicable to “incentive stock options” under the Code shall not be
      satisfied. An Incentive Stock Option shall by its terms be nontransferable
      other
      than by will or by the laws of descent and distribution, and shall be
      exercisable during the lifetime of a Participant only by such
      Participant.




*(e)    Disqualifying
      Dispositions.* If
      shares of Common Stock acquired by exercise of an Incentive Stock Option are
      disposed of within two years following the Date of Grant or one year following
      the transfer of such shares to the Participant upon exercise, the Participant
      shall, promptly following such disposition,


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notify
      the Company in writing of the date and terms of such disposition and provide
      such other information regarding the disposition as the Company may reasonably
      require.




*6.9    Repricing
      Prohibited.* Subject
      to the anti-dilution adjustment provisions contained in Section 4.3 hereof,
      without the prior approval of the Company’s shareholders, neither the Committee
      nor the Board shall cause the cancellation, substitution or amendment of a
      Stock
      Option that would have the effect of reducing the exercise price of a Stock
      Option previously granted under the Plan, or otherwise approve any modification
      to a Stock Option that would be treated as a “repricing” under any then
      applicable rules, regulations or listing requirements.




**7.    Stock
      Appreciation Rights.**




*7.1    Grant
      of Stock Appreciation Rights.* A
      Stock Appreciation Right may be granted to any Eligible Person selected by
      the
      Committee. Stock Appreciation Rights may be granted on a basis that allows
      for
      the exercise of the right by the Participant or that provides for the automatic
      payment of the right upon a specified date or event. Stock Appreciation Rights
      shall be exercisable or payable at such time or times and upon such conditions
      as may be approved by the Committee, provided that the Committee may accelerate
      the exercisability or payment of a Stock Appreciation Right at any time.




*7.2    Freestanding
      Stock Appreciation Rights.* A
      Stock Appreciation Right may be granted without any related Stock Option and
      may
      be subject to such vesting and exercisability requirements as are specified
      by
      the Committee and described in an Award Agreement. Such vesting and
      exercisability requirements may be based on the continued Service of the
      Participant with the Company or its Subsidiaries for a specified time period
      (or
      periods) or on the attainment of specified performance goals established by
      the
      Committee in its discretion. A Stock Appreciation Right will be exercisable
      or
      payable at such time or times as determined by the Committee, provided that
      the
      maximum term of a Stock Appreciation Right shall be ten years from the Date
      of
      Grant. The base price of a Stock Appreciation Right granted without any related
      Stock Option shall be determined by the Committee in its sole discretion;
      provided, however, that the base price per share of any such freestanding Stock
      Appreciation Right shall not be less than 100 percent of the Fair Market Value
      of the shares of Common Stock on the Date of Grant.




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




*7.4    Payment
      of Stock Appreciation Rights.* A
      Stock Appreciation Right will entitle the holder, upon exercise or other payment
      of the Stock Appreciation Right, as applicable, to receive an amount determined
      by multiplying: (i) the excess of the Fair Market Value of a share of Common
      Stock on the date of exercise or payment of the Stock Appreciation Right over
      the base price of such Stock Appreciation Right, by (ii) the number of shares
      as
      to which such Stock Appreciation Right is exercised or paid. Subject to the
      requirements of Section 409A of the Code, payment of the amount determined
      under
      the foregoing may be made, as approved by the Committee and set forth in the
      Award Agreement, in shares of Common Stock valued at their Fair Market Value
      on
      the date of exercise or payment, in cash, or in a combination of shares of
      Common Stock and cash, subject to applicable tax withholding requirements.





*7.5    Repricing
      Prohibited.* Subject
      to the anti-dilution adjustment provisions contained in Section 4.3 hereof,
      without the prior approval of the Company’s shareholders, evidenced by a
      majority of votes cast, neither the Committee nor the Board shall cause the
      cancellation, substitution or amendment of a Stock Appreciation Right that
      would
      have the effect of reducing the base price of such a Stock Appreciation Right
      previously granted under the Plan, or otherwise approve any modification to
      such
      a Stock Appreciation Right that would be treated as a “repricing” under the then
      applicable rules, regulations or listing requirements.




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          7 -


**8.    Restricted
      Stock Awards.**




*8.1    Grant
      of Restricted Stock Awards.* A
      Restricted Stock Award may be granted to any Eligible Person selected by the
      Committee. The Committee may require the payment by the Participant of a
      specified purchase price in connection with any Restricted Stock Award.




*8.2    Vesting
      Requirements.* The
      restrictions imposed on shares granted under a Restricted Stock Award shall
      lapse in accordance with the vesting requirements specified by the Committee
      in
      the Award Agreement. Such vesting requirements may be based on the continued
      Service of the Participant with the Company or its Subsidiaries for a specified
      time period (or periods) or on the attainment of specified performance goals
      established by the Committee in its discretion. If the vesting requirements
      of a
      Restricted Stock Award shall not be satisfied, the Award shall be forfeited
      and
      the shares of Common Stock subject to the Award shall be returned to the
      Company. Notwithstanding the foregoing, the Committee may accelerate the vesting
      of a Restricted Stock Award at any time.




*8.3    Restrictions.* Shares
      granted under any Restricted Stock Award may not be transferred, assigned or
      subject to any encumbrance, pledge, or charge until all applicable restrictions
      are removed or have expired. Failure to satisfy any applicable restrictions
      shall result in the subject shares of the Restricted Stock Award being forfeited
      and returned to the Company. The Committee may require in an Award Agreement
      that certificates representing the shares granted under a Restricted Stock
      Award
      bear a legend making appropriate reference to the restrictions imposed, and
      that
      certificates representing the shares granted or sold under a Restricted Stock
      Award will remain in the physical custody of an escrow holder until all
      restrictions are removed or have expired.




*8.4    Rights
      as Shareholder.* Subject
      to the foregoing provisions of this Section 8 and the applicable Award
      Agreement, the Participant shall have all rights of a shareholder with respect
      to the shares granted to the Participant under a Restricted Stock Award,
      including the right to vote the shares and receive all dividends and other
      distributions paid or made with respect thereto. The Committee may provide
      in an
      Award Agreement that dividends and distributions with regard to unvested shares
      will be held by the Company or an escrow agent and paid to the Participant
      only
      at the times of vesting or other payment of the Restricted Stock Award.




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





8.6 *Qualified
      Performance Award* .  To
      the
      extent a Restricted Stock Award is designated as a Qualified Performance Award,
      it shall be subject to the restrictions set forth in Section 11.




**9.    Restricted
      Stock Unit Awards.**




*9.1    Grant
      of Restricted Stock Unit Awards.* A
      Restricted Stock Unit Award may be granted to any Eligible Person selected
      by
      the Committee. The value of each Restricted Stock Unit will be equal to the
      Fair
      Market Value of the Common Stock on the applicable date or time period of
      determination, as specified by the Committee. A Restricted Stock Unit Award
      shall be subject to such restrictions and conditions as the Committee shall
      determine. A Restricted Stock Unit Award may be granted together with a dividend
      equivalent right with respect to the shares of Common Stock subject to the
      Award, which may be accumulated and may be deemed reinvested in additional
      stock
      units, as determined by the Committee in its discretion.




*9.2    Vesting
      Requirements.* On
      the Date of Grant, the Committee shall in its discretion determine any vesting
      requirements with respect to a Restricted Stock Unit Award, which shall be
      set
      forth in the Award Agreement, provided that the Committee may accelerate the
      vesting of a Restricted Stock Unit Award at any time. Such vesting requirements
      may be based on the continued Service of the Participant with the Company or
      its
      Subsidiaries for a specified time period (or periods) or on the attainment
      of
      specified performance goals established by the Committee in its discretion.
      Notwithstanding the foregoing, the Committee may accelerate the vesting of
      a
      Restricted Stock Unit Award at any time. A Restricted Stock Unit Award may
      also
      be granted on a fully vested basis, with a deferred payment date.




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          8 -


*9.3    Payment
      of Restricted Stock Unit Awards.* A
      Restricted Stock Unit Award shall become payable to a Participant at the time
      or
      times determined by the Committee and set forth in the Award Agreement, which
      may be upon or following the vesting of the Award. Payment of a Restricted
      Stock
      Unit Award may be made, at the discretion of the Committee, in cash or in shares
      of Common Stock, or in a combination thereof. Any cash payment of a Restricted
      Stock Unit Award shall be made based upon the Fair Market Value of the Common
      Stock, determined on such date or over such time period as determined by the
      Committee.




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





*9.5*  *Qualified
      Performance Award* .  To
      the
      extent a Restricted Stock Unit Award is designated as a Qualified Performance
      Award, it shall be subject to the restrictions set forth in Section
      11.





**10.
      Performance Awards**




*10.1    Grant
      of Performance Awards.* Performance
      Share and Performance Unit Awards (collectively, “Performance Awards”) may be
      granted to any Eligible Person selected by the Committee. Performance Awards
      shall be subject to such restrictions and conditions as the Committee shall
      determine. Unless otherwise determined by the Committee at grant, a Performance
      Share Award shall not be granted with a dividend equivalent right with respect
      to the shares of Common Stock subject to the Award.





*10.2*  *Vesting
      Requirements.* On
      the
      Date of Grant, the Committee shall in its discretion determine any vesting
      requirements with respect to a Performance Award, which shall be set forth
      in
      the Award Agreement, provided that the Committee may accelerate the vesting
      of a
      Performance Award at any time. Vesting requirements may be based on the
      continued Service of the Participant with the Company or its Subsidiaries for
      a
      specified time period (or periods), as well as on the attainment of specified
      performance goals established by the Committee in its discretion. The Committee
      may provide that if performance relative to the performance goals exceeds
      targeted levels, then the number of Performance Awards earned shall be a
      multiple (e.g., 150%) of those that would be earned for target performance.





*10.3    Payment
      of Performance Awards.* A
      Performance Award shall become payable to a Participant at the time or times
      determined by the Committee and set forth in the Award Agreement, which may
      be
      upon or following the vesting of the Award. Payment of a Performance Award
      may
      be made, at the discretion of the Committee, in cash or in shares of Common
      Stock, or in a combination thereof.




*10.4    No
      Rights as Shareholder.* The
      Participant shall not have any rights as a shareholder with respect to the
      shares subject to a Performance Share Award until such time as shares of Common
      Stock are delivered to the Participant pursuant to the terms of the Award
      Agreement.





*10.5
      Qualified Performance Award* .  To
      the
      extent a Performance Award is designated as a Qualified Performance Award,
      it
      shall be subject to the restrictions set forth in Section 11.





**11.
      Qualified Performance Awards**





*11.1   Designation
      as Qualified Performance Award.* The
      Committee may designate whether any Restricted Stock, Restricted Stock Unit
      or
      Performance Award granted to an employee is intended to qualify as
“performance-based compensation”, within the meaning of Section 162(m) of the
      Code.





*11.2
      Performance Measures.* Any Award (or the lapse of restrictions on an Award) designated as intended
      to
      be performance-based compensation shall be, to the extent required by Section
      162(m) of the Code, either (1) conditioned upon the achievement of one or more
      of the following performance measures or (2) granted based upon the achievement
      of one or more of the following performance measures: earnings, earnings before
      interest and taxes, earnings before interest, taxes, depreciation and
      amortization, earnings per share, economic value created, market share, net
      income (before or after taxes), operating income, adjusted net income after
      capital charge, return on assets, return on capital (based on earnings or cash
      flow), return on equity, return on investment, revenue, cash flow, operating
      margin, share price, total stockholder return, total market value, and strategic
      business criteria, consisting of one or more objectives based on meeting
      specified market penetration goals, productivity measures,
      geographic


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          9 -


business
      expansion goals, cost targets, customer satisfaction or employee satisfaction
      goals, goals relating to merger synergies, management of employment practices
      and employee benefits, or supervision of litigation or information technology,
      and goals relating to acquisitions or divestitures. **** Performance
      goals may be established on a Company-wide basis or with respect to one or
      more
      business units or divisions or Subsidiaries. The targeted level or levels of
      performance (which may include minimum, maximum and target levels of
      performance) with respect to such performance measures may be established at
      such levels and in such terms as the Committee may determine, in its discretion,
      including in absolute terms, as a goal relative to performance in prior periods,
      or as a goal compared to the performance of one or more comparable companies
      or
      an index covering multiple companies. When establishing performance goals for
      a
      performance period, the Committee may exclude any or all “extraordinary items”
as determined under U.S. generally accepted accounting principles or other
      unusual or non recurring items, including, without limitation, the charges
      or
      costs associated with restructurings of the Company, discontinued operations
      and
      the effects of accounting and tax law changes.




*11.3  Additional
      Requirements.* Any
      Award
      that is intended to qualify as “performance-based compensation” shall also be
      subject to the following:





(a)  No
      later
      than the earlier of (i) 90 days following the commencement of each performance
      period and (ii) the day on which 25% of the performance period has elapsed
      (or
      such other time as may be required or permitted by Section 162(m) of the Code),
      the Committee shall, in writing, (1) grant a target number of shares or units,
      (2) select the performance goal or goals applicable to the performance period
      and (3) specify the relationship between performance goals and the number of
      shares or units that may be earned by a Participant for such performance period.
      The performance goals shall satisfy the requirements in Section 162(m) of the
      Code for “qualified performance-based compensation,” including the requirement
      that the achievement of the goals be substantially uncertain at the time they
      are established and that the goals be established in such a way that a third
      party with knowledge of the relevant facts could determine whether and to what
      extent the performance goals have been met.





(b)  Following
      the completion of each performance period, the Committee shall certify in
      writing whether the applicable performance targets have been achieved and the
      number of units or shares, if any, earned by a Participant for such performance
      period.





(c)  In
      determining the number of units or shares earned by a Participant for a given
      performance period, the Committee shall have the right to reduce (but not
      increase) the amount earned at a given level of performance to take into account
      additional factors that the Committee may deem relevant to the assessment of
      individual or corporate performance for the performance period.




**12.    Stock
      Awards.**




*12.1    Grant
      of Stock Awards.* A
      Stock Award may be granted to any Eligible Person selected by the Committee.
      A
      Stock Award may be granted for past services, in lieu of bonus or other cash
      compensation, as Non-Employee Director compensation, as an inducement to become
      an employee or a Non-Employee Director, or for any other valid purpose as
      determined by the Committee. A Stock Award, may represent shares of Common
      Stock
      that are issued without restrictions on transfer and other incidents of
      ownership and free of forfeiture conditions, or may be subject to terms and
      conditions determined by the Committee and described in the Award Agreement.
      Stock Awards may be granted together with dividend equivalent rights with
      respect to the shares of Common Stock subject to the Award, which may (but
      will
      not be required to be) accumulated and may (but will not be required to be)
      deemed reinvested in additional Common Stock. The Committee may, in connection
      with any Stock Award, require the payment of a specified purchase price.




*12.2    Rights
      as Shareholder.* Subject
      to the foregoing provisions of this Section 12 and the applicable Award
      Agreement, upon the issuance of the Common Stock under a Stock Award the
      Participant will become the owner of that Common Stock and will have all rights
      of a shareholder with respect to the shares of Common Stock, including the
      right
      to vote the shares and receive all dividends and other distributions paid or
      made with respect thereto.




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          10 -


**13.    Change
      in Control.**




*13.1    Effect
      of Change in Control.* The
      Committee may, in its discretion determine, and provide in the applicable Award
      Agreement, that vesting or other terms of an Award will be accelerated or
      otherwise affected by a Change in Control, either alone or together with a
      termination of employment without Cause or by the Grantee for Good Reason or
      by
      the Company without Cause, or otherwise.




**14.    Forfeiture
      Events.**




*14.1    General.* The
      Committee may specify in an Award Agreement at the time of the Award that the
      Participant’s rights, payments and benefits with respect to an Award shall be
      subject to reduction, cancellation, forfeiture or recoupment upon the occurrence
      of certain specified events, in addition to any otherwise applicable vesting
      or
      performance conditions of an Award. Such events may include, but shall not
      be
      limited to, violation of material Company policies, breach of noncompetition,
      confidentiality or other restrictive covenants that may apply to the
      Participant, or other conduct by the Participant that is detrimental to the
      business or reputation of the Company or its Subsidiaries.




*14.2    Termination
      for Cause.* If
      a Participant’s employment with the Company or any Subsidiary shall be
      terminated for Cause, such Participant’s right to any further payments, vesting
      or exercisability with respect to any Award shall terminate in its entirety.




**15.    General
      Provisions.**




*15.1    Award
      Agreement.* To
      the extent deemed necessary by the Committee, an Award under the Plan shall
      be
      evidenced by an Award Agreement in a written or electronic form. The Award
      Agreement shall be subject to and incorporate, by reference or otherwise, all
      of
      the applicable terms and conditions of the Plan, and may also set forth other
      terms and conditions applicable to the Award as determined by the Committee
      consistent with the limitations of the Plan. The grant of an Award under the
      Plan shall not confer any rights upon the Participant holding such Award other
      than such terms, and subject to such conditions, as are specified in the Plan
      as
      being applicable to such type of Award (or to all Awards) or as are expressly
      set forth in the Award Agreement. The Committee need not require the execution
      of an Award Agreement by a Participant, in which case, acceptance of the Award
      by the Participant shall constitute agreement by the Participant to the terms,
      conditions, restrictions and limitations set forth in the Plan and the Award
      Agreement as well as the administrative guidelines of the Company in effect
      from
      time to time.




*15.2    No
      Assignment or Transfer; Beneficiaries.* Except
      as provided in Section 6.7 hereof, Awards under the Plan shall not be assignable
      or transferable by the Participant, except by will or by the laws of descent
      and
      distribution, and shall not be subject in any manner to assignment, alienation,
      pledge, encumbrance or charge. Notwithstanding the foregoing, the Committee
      may
      provide in an Award Agreement that the Participant shall have the right to
      designate a beneficiary or beneficiaries who shall be entitled to any rights,
      payments or other benefits specified under an Award following the Participant’s
      death. During the lifetime of a Participant, an Award shall be exercised only
      by
      such Participant or such Participant’s guardian or legal representative. In the
      event of a Participant’s death, an Award may to the extent permitted by the
      Award Agreement be exercised by the Participant’s beneficiary as designated by
      the Participant in the manner prescribed by the Committee or, in the absence
      of
      an authorized beneficiary designation, by the legatee of such Award under the
      Participant’s will or by the Participant’s estate in accordance with the
      Participant’s will or the laws of descent and distribution, in each case in the
      same manner and to the same extent that such Award was exercisable by the
      Participant on the date of the Participant’s death.




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




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          11 -


*15.4    Rights
      as Shareholder.* A
      Participant shall have no rights as a holder of shares of Common Stock with
      respect to any unissued securities covered by an Award until the date the
      Participant becomes the holder of record of such securities. Except as provided
      in Section 4.3 hereof, no adjustment or other provision shall be made for
      dividends or other shareholder rights, except to the extent that the Award
      Agreement provides for dividend payments or dividend equivalent rights.




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





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




*15.7    Tax
      Withholding.* The
      Participant shall be responsible for payment of any taxes or similar charges
      required by law to be withheld from an Award or an amount paid in satisfaction
      of an Award, which shall be paid by the Participant on or prior to the payment
      or other event that results in taxable income in respect of an Award. The Award
      Agreement may specify the manner in which the withholding obligation shall
      be
      satisfied with respect to the particular type of Award, which may include
      procedures to permit or require a Participant to satisfy such obligation in
      whole or in part (but only up to the statutory minimum) by having the Company
      withhold shares of Common Stock from the shares to which the Participant is
      entitled. The number of shares to be withheld shall have a Fair Market Value
      as
      of the date that the amount of tax to be withheld is determined as nearly equal
      as possible to (but not exceeding) the amount of such obligations being
      satisfied. Notwithstanding the foregoing, the Company, in its sole discretion,
      may withhold all such required taxes from any amount otherwise payable to a
      Participant. Notwithstanding anything contained in the Plan or any Award
      Agreement to the contrary, a Participant’s satisfaction of any tax-withholding
      requirements will be a condition precedent to the Company’s obligation to issue
      Common Stock or make payments to that Participant as may otherwise be provided
      and to the termination of any restrictions on transfer related to the
      circumstance or event that results in the tax-withholding
      requirement.




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




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




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          12 -


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




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




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




*15.13    Substitute
      Awards in Corporate Transactions.* Nothing
      contained in the Plan shall be construed to limit the right of the Committee
      to
      grant Awards under the Plan in connection with the acquisition, whether by
      purchase, merger, consolidation or other corporate transaction, of the business
      or assets of any corporation or other entity. Without limiting the foregoing,
      the Committee may grant Awards under the Plan to an employee or director of
      another corporation who becomes an Eligible Person by reason of any such
      corporate transaction in substitution for awards previously granted by such
      corporation or entity to such. The terms and conditions of the substitute Awards
      may vary from the terms and conditions that would otherwise be required by
      the
      Plan solely to the extent the Committee deems necessary for such purpose.




*15.14    No
      Fiduciary Relationship.* Nothing
      in the Plan and no action taken pursuant to the Plan, will create a fiduciary
      relationship between the Company, its Directors or officers or the Committee,
      on
      the one hand, and the Participant or any other person or entity, on the other.





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




*15.16    Employment
      and Other Agreements.* Any
      provision in a written employment, severance or other agreement providing
      accelerated vesting or other protective provisions applicable to types of Awards
      granted under the Plan will apply to Awards under the Plan unless the Award
      Agreement relating to a particular Award provides otherwise.




*15.16
      Notices.* All
      notices under the Plan must be in writing or delivered electronically, if to
      the
      Company, at its principal office, addressed to the attention of the Director
      of
      Human Relations; and if to the Participant, at the address appearing in the
      Company’s records. **





*15.17
      Captions.* The
      use
      of captions in this Plan is for convenience. The captions are not intended
      to
      provide substantive rights.





**16.    Effective
      Date; Amendment and Termination.**




*16.1    Effective
      Date.* The
      Plan shall become effective following its adoption by the Board (the “Effective
      Date”), subject to its approval by the Company’s shareholders within twelve (12)
      months after such adoption by the Board to the extent then required under
      Section 422 or 424 of the Code or any other applicable law, or deemed necessary
      or advisable by the Board. .





*16.2    Amendment.* The Board may at any time and from time to time and in any respect, amend or
      modify the Plan and any Award granted under the Plan. The Board may seek the
      approval of any amendment or modification by the Company’s shareholders to the
      extent it deems necessary or advisable in its discretion for purposes of
      compliance with Section 162(m) or Section 422 of the Code, the listing
      requirements of the applicable exchange or securities market or for any other
      purpose. Except as provided elsewhere herein, no amendment or


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modification
      of the Plan or any Award shall adversely affect any Award theretofore granted
      without the consent of the Participant or the permitted transferee of the Award.




*16.3    Termination.* The
      Plan shall terminate at the close of business on the day before the
      10 th anniversary of the Effective Date. The Board may, in its discretion and at
      any
      earlier date, terminate the Plan. Notwithstanding the foregoing, no termination
      of the Plan shall adversely affect any Award theretofore granted without the
      consent of the Participant or the permitted transferee of the
      Award.






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