Exhibit 10.4  OCCAM NETWORKS, INC.  2006 EQUITY INCENTIVE PLAN  (As amended November 29, 2007)  1.             Purposes of the Plan.  The purposes of this Plan are:  ·to attract and retain the best
available personnel for positions of substantial responsibility,  ·to provide incentives to individuals
who perform services to the Company, and  ·to promote the success of the Companys
business.  The Plan permits the grant of Incentive Stock Options, Nonstatutory
Stock Options, Restricted Stock, Restricted Stock Units, Stock Appreciation
Rights, Performance Units, Performance Shares and other stock or cash awards as
the Administrator may determine.  2.             Definitions.  As used herein, the following definitions
will apply:  (a)         Administrator means the Board
or any of its Committees as will be administering the Plan, in accordance with Section 4
of the Plan.  (b)        Affiliate means any corporation
or any other entity (including, but not limited to, partnerships and joint
ventures) controlling, controlled by, or under common control with the Company.  (c)         Annual Revenue means the
Companys or a business units net sales for the Performance Period, determined
in accordance with generally accepted accounting principles; provided, however,
that prior to the Performance Period, the Administrator shall determine whether
any significant item(s) shall be excluded or included from the calculation
of Annual Revenue with respect to one or more Participants.  (d)        Applicable Laws means the
requirements relating to the administration of equity-based awards under U.S.
state corporate laws, U.S. federal and state securities laws, the Code, any
stock exchange or quotation system on which the Common Stock is listed or
quoted and the applicable laws of any foreign country or jurisdiction where
Awards are, or will be, granted under the Plan.  (e)         Award means, individually or
collectively, a grant under the Plan of Options, Restricted Stock, Restricted
Stock Units, Stock Appreciation Rights, Performance Units, Performance Shares
and other stock or cash awards as the Administrator may determine.


(f)         Award Agreement means the
written or electronic agreement setting forth the terms and provisions
applicable to each Award granted under the Plan.  The Award Agreement is subject to the terms
and conditions of the Plan.  (g)        Board means the Board of
Directors of the Company.  (h)        Cash Collections means the
actual cash or other freely negotiable consideration, in any currency, received
in satisfaction of accounts receivable created by the sale of any Company
products or services.  (i)          Change in Control means the
occurrence of any of the following events:  (i)                Any person (as such term is
used in Sections 13(d) and 14(d) of the Exchange Act) becomes the beneficial
owner (as defined in Rule 13d-3 of the Exchange Act), directly or
indirectly, of securities of the Company representing fifty percent (50%) or
more of the total voting power represented by the Companys then outstanding
voting securities;  (ii)               The consummation of the sale or
disposition by the Company of all or substantially all of the Companys assets;  (iii)              A change in the composition of the
Board occurring within a two-year period, as a result of which fewer than a
majority of the directors are Incumbent Directors.  Incumbent Directors means directors who
either (A) are Directors as of the effective date of the Plan, or (B) are
elected, or nominated for election, to the Board with the affirmative votes of
at least a majority of the Incumbent Directors at the time of such election or
nomination (but will not include an individual whose election or nomination is
in connection with an actual or threatened proxy contest relating to the
election of directors to the Company); or  (iv)The consummation of a merger or
consolidation of the Company with any other corporation, other than a merger or
consolidation which would result in the voting securities of the Company
outstanding immediately prior thereto continuing to represent (either by
remaining outstanding or by being converted into voting securities of the
surviving entity or its parent) at least fifty percent (50%) of the total
voting power represented by the voting securities of the Company or such
surviving entity or its parent outstanding immediately after such merger or
consolidation.  (j)          Code means the Internal
Revenue Code of 1986, as amended.  Any
reference to a section of the Code herein will be a reference to any successor
or amended section of the Code.  (k)         Committeemeans a
committee of Directors or of other individuals satisfying Applicable Laws
appointed by the Board in accordance with Section 4 hereof.  (l)          Common Stock means the common
stock of the Company.  (m)        Company means Occam Networks, Inc.,
a Delaware corporation, or any successor thereto.  2


(n)        Consultant means any person,
including an advisor, engaged by the Company or its Affiliates to render
services to such entity.  (o)        Customer Satisfaction MBOs
means as to any Participant, the objective and measurable individual goals set
by a management by objectives process and approved by the Administrator,
which goals relate to the satisfaction of external or internal customer
requirements.  (p)        Determination Date means the
latest possible date that will not jeopardize the qualification of an Award
granted under the Plan as performance-based compensation under Section 162(m) of
the Code.  (q)        Director means a member of the
Board.  (r)         Disability means total and
permanent disability as defined in Section 22(e)(3) of the Code, provided that
in the case of Awards other than Incentive Stock Options, the Administrator in
its discretion may determine whether a permanent and total disability exists in
accordance with uniform and non-discriminatory standards adopted by the
Administrator from time to time.  (s)         Earnings Per Share means as to
any Performance Period, the Companys Net Income or a business units Pro Forma
Net Income, divided by a weighted average number of Shares outstanding and
dilutive common equivalent Shares deemed outstanding.  (t)         Employee means any person,
including Officers and Directors, employed by the Company or its
Affiliates.  Neither service as a
Director nor payment of a directors fee by the Company will be sufficient to constitute
employment by the Company.  (u)        Exchange Act means the
Securities Exchange Act of 1934, as amended.  (v)        Fair Market Value means, as of
any date, the value of Common Stock as the Administrator may determine in good
faith by reference to the price of such stock on any established stock exchange
or a national market system, including without limitation The Nasdaq National
Market or The Nasdaq SmallCap Market of The Nasdaq Stock Market, on the day of
determination if the Common Stock is so listed on any established stock
exchange or a national market system.  If
the Common Stock is not listed on any established stock exchange or a national
market system, the value of the Common Stock will be determined by the
Administrator in good faith.  (w)Fiscal Year means
the fiscal year of the Company.  (x)         Incentive Stock Option means
an Option that by its terms qualifies and is otherwise intended to qualify as
an incentive stock option within the meaning of Section 422 of the Code
and the regulations promulgated thereunder.  (y)        Net Income means as to any
Performance Period, the income after taxes of the Company determined in
accordance with generally accepted accounting principles, provided that prior
to the Performance Period, the Administrator shall determine whether any
significant item(s) shall be included or excluded from the calculation of
Net Income with respect to one or more participants.  3


(z)         New Orders means as to any
Performance Period, the firm orders for a system, product, part, or service
that are being recorded for the first time as defined in the Companys order
recognition policy.  (aa)       Non-Owner Outside Director means
an Outside Director who is not the beneficial owner of more than 5% of the
Companys outstanding capital stock.  (bb)      Nonstatutory Stock Option means
an Option that by its terms does not qualify or is not intended to qualify as
an Incentive Stock Option.  (cc)       Officer means a person who is an
officer of the Company within the meaning of Section 16 of the Exchange
Act and the rules and regulations promulgated thereunder.  (dd)      Operating Profit means as to any
Performance Period, the difference between revenue and related costs and
expenses, excluding income derived from sources other than regular activities
and before income deductions.  (ee)       Option means a stock option
granted pursuant to the Plan.  (ff)        Outside Director means a
Director who is not an Employee.  (gg)      Parent means a parent
corporation, whether now or hereafter existing, as defined in Section 424(e) of
the Code.  (hh)Participant means
the holder of an outstanding Award.  (ii)         Performance Goals will have
the meaning set forth in Section 11 of the Plan.  (jj)         Performance Period means any
Fiscal Year of the Company or such other period as determined by the
Administrator in its sole discretion.  (kk)       Performance Share means an Award
denominated in Shares which may be earned in whole or in part upon attainment
of Performance Goals or other vesting criteria as the Administrator may
determine pursuant to Section 10.  (ll)         Performance Unit means an
Award which may be earned in whole or in part upon attainment of Performance
Goals or other vesting criteria as the Administrator may determine and which
may be settled for cash, Shares or other securities or a combination of the
foregoing pursuant to Section 10.  (mm)     Period of Restriction means the
period during which the transfer of Shares of Restricted Stock are subject to
restrictions and therefore, the Shares are subject to a substantial risk of
forfeiture.  Such restrictions may be
based on the passage of time, the achievement of target levels of performance,
or the occurrence of other events as determined by the Administrator.  (nn)      Plan means this 2006 Equity
Incentive Plan.  4


(oo)      Pro Forma Net Income means as to
any business unit for any Performance Period, the Net Income of such business
unit, minus allocations of designated corporate expenses.  (pp)      Product Shipments means as to any
Performance Period, the quantitative and measurable number of units of a
particular product that shipped during such Performance Period.  (qq)      Restricted Stockmeans Shares
issued pursuant to an Award of Restricted Stock under Section 8 of the
Plan, or issued pursuant to the early exercise of an Option.  (rr)Restricted Stock Unit
means a bookkeeping entry representing an amount equal to the Fair Market Value
of one Share, granted pursuant to Section 9.  Each Restricted Stock Unit represents an
unfunded and unsecured obligation of the Company.  (ss)       Return on Designated Assets
means as to any Performance Period, the Pro Forma Net Income of a business
unit, divided by the average of beginning and ending business unit designated
assets, or Net Income of the Company, divided by the average of beginning and
ending designated corporate assets.  (tt)        Return on Equity means, as to
any Performance Period, the percentage equal to the value of the Companys or
any business units common stock investments at the end of such Performance
Period, divided by the value of such common stock investments at the start of
such Performance Period, excluding any common stock investments so designated
by the Administrator.  (uu)      Return on Sales means as to any
Performance Period, the percentage equal to the Companys Net Income or the
business units Pro Forma Net Income, divided by the Companys or the business
units Annual Revenue.  (vv)      Rule 16b-3 means Rule 16b-3
of the Exchange Act or any successor to Rule 16b-3, as in effect when
discretion is being exercised with respect to the Plan.  (ww)     Section 16(b) means Section 16(b) of
the Exchange Act.  (xx)       Service Provider means an
Employee, Director or Consultant.  (yy)      Share means a share of the Common
Stock, as adjusted in accordance with Section 15 of the Plan.  (zz)       Stock Appreciation Right means
an Award, granted alone or in connection with an Option, that pursuant to Section 7
is designated as a Stock Appreciation Right.  (aaa)     Subsidiary means a subsidiary
corporation, whether now or hereafter existing, as defined in Section 424(f) of
the Code.  (bbb)    Successor Corporation has the
meaning given to such term in Section 15(c) of the Plan.  5


3.             Stock Subject to the Plan.  (a)         Stock Subject to the Plan.  Subject to the provisions of Section 15 of the Plan, the maximum aggregate
number of Shares that may be awarded and sold under the Plan is 1,700,000 Sharesplus (i) any
Shares that, as of the date of stockholder approval of this Plan, have been
reserved but not issued pursuant to any awards granted under the Companys 2000
Stock Incentive Plan (the 2000 Plan), and are not subject to any awards
granted thereunder, and (ii) any Shares subject to stock options or
similar awards granted under the 2000 Plan, that expire or otherwise terminate
without having been exercised in full and Shares issued pursuant to awards
granted under the 2000 Plan, that are forfeited to or repurchased by the
Company, and (iii) an annual increase to be added on the first day of the
Companys fiscal year
beginning in 2007, equal to the lesser of (a)750,000 shares, (b) three
percent (3%) of the outstanding shares on such date, or (c) an amount
determined by the Board.   The Shares may
be authorized, but unissued, or reacquired Common Stock.  (b)        Full Value Awards.  Any Shares subject to Awards granted of
Restricted Stock, Restricted Stock Units, Performance Units, Performance Shares
and Stock Appreciation Rights will be counted against the numerical limits of
this Section 3 as two (2) Shares for every one (1) Share subject
thereto.  Further, if Shares acquired
pursuant to any such Award are forfeited or repurchased by the Company and would
otherwise return to the Plan pursuant to Section 3(c), two (2) times
the number of Shares so forfeited or repurchased will return to the Plan and
will again become available for issuance.  (c)         Lapsed Awards.  If an Award expires or becomes unexercisable
without having been exercised in full, or, with respect to Restricted Stock,
Restricted Stock Units, Performance Shares or Performance Units, is forfeited
to or repurchased by the Company, the unpurchased Shares (or for Awards other
than Options and Stock Appreciation Rights), the forfeited or repurchased
Shares which were subject thereto will become available for future grant or
sale under the Plan (unless the Plan has terminated).With respect to Stock
Appreciation Rights, all of the Shares covered by the Award (that is, Shares
actually issued pursuant to a Stock Appreciation Right, as well as the Shares
that represent payment of the exercise price) will cease to be available under
the Plan.  However, Shares that have actually been
issued under the Plan under any Award will not be returned to the Plan and will
not become available for future distribution under the Plan; provided, however,
that if unvested Shares of Restricted Stock, Restricted Stock Units,
Performance Shares or Performance Units are repurchased by the Company or are
forfeited to the Company, such Shares will become available for future grant
under the Plan.  Shares used to pay the
tax and exercise price of an Award will not become available for future grant
or sale under the Plan.  To the extent an
Award under the Plan is paid out in cash rather than Shares, such cash payment
will not result in reducing the number of Shares available for issuance under
the Plan.  Notwithstanding the foregoing
and, subject to adjustment provided in Section 15, the maximum number of
Shares that may be issued upon the exercise of Incentive Stock Options will
equal the aggregate Share number stated in Section 3(a), plus, to the
extent allowable under Section 422 of the Code, any Shares that become
available for issuance under the Plan under this Section 3(c).  6


4.             Administration of the Plan.  (a)         Procedure.  (i)        Multiple Administrative Bodies.  Different Committees with respect to
different groups of Service Providers may administer the Plan.  (ii)       Section 162(m).  To the extent that the Administrator
determines it to be desirable to qualify Awards granted hereunder as performance-based
compensation within the meaning of Section 162(m) of the Code, the
Plan will be administered by a Committee of two or more outside directors
within the meaning of Section 162(m) of the Code.  (iii)      Rule 16b-3.  To the extent desirable to qualify
transactions hereunder as exempt under Rule 16b-3, the transactions
contemplated hereunder will be structured to satisfy the requirements for
exemption under Rule 16b-3.  (iv)      Other Administration.  Other than as provided above, the Plan will
be administered by (A) the Board or (B) a Committee, which committee
will be constituted to satisfy Applicable Laws.  (b)        Powers of the Administrator.  Subject to the provisions of the Plan, and in
the case of a Committee, subject to the specific duties delegated by the Board
to such Committee, the Administrator will have the authority, in its discretion:  (i)        to determine the Fair Market Value;  (ii)       to select the Service Providers to whom
Awards may be granted hereunder;  (iii)to determine the terms and conditions, not
inconsistent with the terms of the Plan, of any Award granted hereunder;  (iv)      to construe and interpret the terms of the
Plan and Awards granted pursuant to the Plan;  (v)       to prescribe, amend and rescind rules and
regulations relating to the Plan, including rules and regulations relating
to sub-plans established for the purpose of satisfying applicable foreign laws;  (vi)      to modify or amend each Award (subject to Section 20(c) of the Plan).  Notwithstanding the previous sentence, the
Administrator may not modify or amend an Option or Stock Appreciation Right to
reduce the exercise price of such Option or Stock Appreciation Right after it
has been granted (except for adjustments made pursuant to Section 15), and
neither may the Administrator cancel any outstanding Option or Stock
Appreciation Right and immediately replace it with a new Option or Stock
Appreciation Right with a lower exercise price;  (vii)     to authorize any person to execute on
behalf of the Company any instrument required to effect the grant of an Award
previously granted by the Administrator;  7


(viii)    to allow a Participant to defer the receipt
of the payment of cash or the delivery of Shares that would otherwise be due to
such Participant under an Award pursuant to such procedures as the
Administrator may determine; and  (ix)       to make all other determinations deemed
necessary or advisable for administering the Plan.  (c)         Effect of Administrators Decision.  The Administrators decisions, determinations
and interpretations will be final and binding on all Participants and any other
holders of Awards.  5.             Eligibility.  Nonstatutory Stock Options, Restricted Stock,
Restricted Stock Units, Stock Appreciation Rights, Performance Units,
Performance Shares and such other cash or stock awards as the Administrator
determines may be granted to Service Providers.Incentive Stock Options may be granted only to employees of the Company
or any Parent or Subsidiary of the Company.  6.             Stock Options.  (a)         Limitations.  Each Option will be designated in the Award
Agreement as either an Incentive Stock Option or a Nonstatutory Stock
Option.  However, notwithstanding such
designation, to the extent that the aggregate Fair Market Value of the Shares
with respect to which Incentive Stock Options are exercisable for the first
time by the Participant during any calendar year (under all plans of the
Company and any Parent or Subsidiary) exceeds $100,000, such Options will be
treated as Nonstatutory Stock Options. 
For purposes of this Section 6(a), Incentive Stock Options will be
taken into account in the order in which they were granted.  The Fair Market Value of the Shares will be
determined as of the time the Option with respect to such Shares is granted.  (b)        Number of Shares.  The Administrator will have complete
discretion to determine the number of Options granted to any Participant,
provided that during any Fiscal Year, no Participant will be granted Options
covering more than 75,000 Shares. 
Notwithstanding the foregoing limitation, in connection with a
Participants initial service as an Employee, an Employee may be granted
Options covering up to an additional 175,000 Shares.  (c)         Term of Option.  The Administrator will determine the term of
each Option in its sole discretion.  Any
Option granted under the Plan will not be exercisable after the expiration of
ten (10) years from the date of grant or such shorter term as may be
provided in the Award Agreement. 
Moreover, in the case of an Incentive Stock Option granted to a
Participant who, at the time the Incentive Stock Option is granted, owns stock
representing more than ten percent (10%) of the total combined voting power of
all classes of stock of the Company or any Parent or Subsidiary, the term of
the Incentive Stock Option will be five (5) years from the date of grant
or such shorter term as may be provided in the Award Agreement.  (d)        Option Exercise Price and
Consideration.  (i)        Exercise Price.  The per share exercise price for the Shares
to be issued pursuant to exercise of an Option will be determined by the
Administrator,but will be no less than 100% of the Fair Market
Value per Share on the date of grant.  In
addition, in the case
of an  8


Incentive Stock Option
granted to an Employee who, at the time the Incentive Stock Option is granted,
owns stock representing more than ten percent (10%) of the voting power of all
classes of stock of the Company or any Parent or Subsidiary, the per Share
exercise price will be no less than 110% of the Fair Market Value per Share on
the date of grant.Notwithstanding
the foregoing provisions of this Section 6(d), Options may be granted with
a per Share exercise price of less than 100% of the Fair Market Value per Share
on the date of grant pursuant to a transaction described in, and in a manner
consistent with, Section 424(a) of the Code.  The Administrator may not modify or amend an
Option to reduce the exercise price of such Option after it has been granted
(except for adjustments made pursuant to Section 15 of the Plan) nor may
the Administrator cancel any outstanding Option and replace it with a new
Option, Stock Appreciation Right, or other Award with a lower exercise price,
unless, in either case, such action is approved by the Companys stockholders.  (ii)       Waiting Period and Exercise Dates.  At the time an Option is granted, the
Administrator will fix the period within which the Option may be exercised and
will determine any conditions that must be satisfied before the Option may be
exercised.  (iii)      Form of Consideration.  The Administrator will determine the
acceptable form(s) of consideration for exercising an Option, including
the method of payment, to the extent permitted by Applicable Laws.  (e)         Exercise of Option.  (i)        Procedure for Exercise; Rights as a
Stockholder.  Any Option granted hereunder
will be exercisable according to the terms of the Plan and at such times and
under such conditions as determined by the Administrator and set forth in the
Award Agreement.  An Option may not be
exercised for a fraction of a Share.  An Option will be
deemed exercised when the Company receives: (i) notice of exercise (in
such form as the Administrator may specify from time to time) from the person
entitled to exercise the Option, and (ii) full payment for the Shares with
respect to which the Option is exercised (together with an applicable
withholding taxes).  No adjustment will
be made for a dividend or other right for which the record date is prior to the
date the Shares are issued, except as provided in Section 15 of the Plan.  (ii)       Termination of Relationship as a
Service Provider.  If a Participant
ceases to be a Service Provider, other than upon the Participants termination
as the result of the Participants death or Disability, the Participant may
exercise his or her Option within such period of time as is specified in the
Award Agreement to the extent that the Option is vested on the date of
termination (but in no event later than the expiration of the term of such
Option as set forth in the Award Agreement). 
In the absence of a specified time in the Award Agreement, the Option
will remain exercisable for three (3) months following the Participants
termination.  Unless otherwise provided
by the Administrator, if on the date of termination the Participant is not
vested as to his or her entire Option, the Shares covered by the unvested
portion of the Option will revert to the Plan. 
If after termination the Participant does not exercise his or her Option
within the time specified by the Administrator, the Option will terminate, and
the Shares covered by such Option will revert to the Plan.  9


(iii)          Disability of Participant.  If a Participant ceases to be a Service
Provider as a result of the Participants Disability, the Participant may
exercise his or her Option within such period of time as is specified in the
Award Agreement to the extent the Option is vested on the date of termination
(but in no event later than the expiration of the term of such Option as set
forth in the Award Agreement).  In the
absence of a specified time in the Award Agreement, the Option will remain
exercisable for twelve (12) months following the Participants
termination.  Unless otherwise provided
by the Administrator, if on the date of termination the Participant is not
vested as to his or her entire Option, the Shares covered by the unvested
portion of the Option will revert to the Plan. 
If after termination the Participant does not exercise his or her Option
within the time specified herein, the Option will terminate, and the Shares
covered by such Option will revert to the Plan.  (iv)          Death of Participant.  If a Participant dies while a Service
Provider, the Option may be exercised following the Participants death within
such period of time as is specified in the Award Agreement to the extent that
the Option is vested on the date of death (but in no event may the option be
exercised later than the expiration of the term of such Option as set forth in
the Award Agreement), by the Participants designated beneficiary, provided
such beneficiary has been designated prior to Participants death in a form
acceptable to the Administrator.  If no
such beneficiary has been designated by the Participant, then such Option may
be exercised by the personal representative of the Participants estate or by
the person(s) to whom the Option is transferred pursuant to the Participants
will or in accordance with the laws of descent and distribution.  In the absence of a specified time in the
Award Agreement, the Option will remain exercisable for twelve (12) months
following Participants death.  Unless
otherwise provided by the Administrator, if at the time of death Participant is
not vested as to his or her entire Option, the Shares covered by the unvested
portion of the Option will immediately revert to the Plan.  If the Option is not so exercised within the
time specified herein, the Option will terminate, and the Shares covered by
such Option will revert to the Plan.  (v)           Other Termination.  A Participants Award Agreement may also
provide that if the exercise of the Option following the termination of
Participants status as a Service Provider (other than upon the Participants
death or Disability) would result in liability under Section 16(b), then
the Option will terminate on the earlier of (A) the expiration of the term
of the Option set forth in the Award Agreement, or (B) the 10th day after
the last date on which such exercise would result in such liability under Section 16(b).  Finally, a Participants Award Agreement may
also provide that if the exercise of the Option following the termination of
the Participants status as a Service Provider (other than upon the Participants
death or disability) would be prohibited at any time solely because the
issuance of Shares would violate the registration requirements under the
Securities Act, then the Option will terminate on the earlier of (A) the
expiration of the term of the Option, or (B) the expiration of a period of
three (3) months after the termination of the Participants status as a
Service Provider during which the exercise of the Option would not be in
violation of such registration requirements.  (vi)          Administrator Discretion.  The Administrator, in its sole discretion,
may, after an Option is granted, extend the maximum term of an Option (subject
to Section 6(c) regarding Incentive Stock Options) or the
post-termination exercisability period of an Option provided, however, that
such Option shall terminate no later than following the expiration of ten (10) years
from the Grant Date.  Unless otherwise
determined by the Committee, any extension of the  10


term or post-termination
exercisability period of an Option pursuant to this Section 6(e)(vi) shall
comply with Section 409A of the Code.  7.             Stock Appreciation Rights.  (a)           Grant of Stock Appreciation Rights.  Subject to the terms and conditions of the
Plan, a Stock Appreciation Right may be granted to Service Providers at any
time and from time to time as will be determined by the Administrator, in its
sole discretion.  (b)           Number of Shares.  The Administrator will have complete
discretion to determine the number of Stock Appreciation Rights granted to any
Participant, provided that during any Fiscal Year, no Participant will be
granted Stock Appreciation Rights covering more than 125,000 Shares.  Notwithstanding the foregoing limitation, in
connection with a Participants initial service as an Employee, an Employee may
be granted Stock Appreciation Rights covering up to an additional 200,000
Shares.  (c)           Exercise Price and Other Terms.  The Administrator, subject to the provisions
of the Plan, will have complete discretion to determine the terms and
conditions of Stock Appreciation Rights granted under the Plan, provided,
however, thatthe exercise price will be not less than 100% of the
Fair Market Value of a Share on the date of grant.  The Administrator may not modify or amend a
Stock Appreciation Right to reduce the exercise price of such Stock
Appreciation Right after it has been granted (except for adjustments made
pursuant to Section 15 of the Plan) nor may the Administrator cancel any
outstanding Stock Appreciation Right and replace it with a new Stock
Appreciation Right, Option, or other Award with a lower exercise price, unless,
in either case, such action is approved by the Companys stockholders.  (d)           Stock Appreciation Right Agreement.  Each Stock Appreciation Right grant will be
evidenced by an Award Agreement that will specify the exercise price, the term
of the Stock Appreciation Right, the conditions of exercise, and such other
terms and conditions as the Administrator, in its sole discretion, will
determine.  (e)           Expiration of Stock Appreciation
Rights.  A Stock Appreciation Right
granted under the Plan will expire upon the date determined by the
Administrator, in its sole discretion, and set forth in the Award
Agreement.  Notwithstanding the
foregoing, the rules of Section 6(e) also will apply to Stock
Appreciation Rights.  (f)            Payment of Stock Appreciation
Right Amount.  Upon exercise of a
Stock Appreciation Right, a Participant will be entitled to receive payment
from the Company in an amount determined by multiplying:  (i)            The difference between the Fair
Market Value of a Share on the date of exercise over the exercise price; times  (ii)           The number of Shares with respect to
which the Stock Appreciation Right is exercised.  At the discretion
of the Administrator, the payment upon Stock Appreciation Right exercise may be
in cash, in Shares of equivalent value, or in some combination thereof.  11


(g)           Administrator Discretion.  The Administrator, in its sole discretion,
may, after a Stock Appreciation Right is granted, extend the maximum term of a
Stock Appreciation Right or the post-termination exercisability period of a
Stock Appreciation Right provided, however, that such Stock Appreciation Right
shall terminate no later than following the expiration of ten (10) years
from the Grant Date.  Unless otherwise
determined by the Committee, any extension of the term or post-termination
exercisability period of a Stock Appreciation Right pursuant to this Section 7(g) shall
comply with Section 409A of the Code.  8.             Restricted Stock.  (a)           Grant of Restricted Stock.  Subject to the terms and provisions of the
Plan, the Administrator, at any time and from time to time, may grant Shares of
Restricted Stock to Service Providers in such amounts as the Administrator, in
its sole discretion, will determine.  (b)           Restricted Stock Agreement.  Each Award of Restricted Stock will be
evidenced by an Award Agreement that will specify the Period of Restriction,
the number of Shares granted, and such other terms and conditions as the
Administrator, in its sole discretion, will determine.  Notwithstanding the foregoing sentence,
during any Fiscal Year no Participant will receive more than an aggregate of
125,000 Shares of Restricted Stock; provided, however, that in connection with
a Participants initial service as an Employee, an Employee may be granted an
aggregate of up to an additional 200,000 Shares of Restricted Stock.  Unless the Administrator determines
otherwise, Shares of Restricted Stock will be held by the Company as escrow
agent until the restrictions on such Shares have lapsed.  (c)           Transferability.  Except as provided in this Section 8,
Shares of Restricted Stock may not be sold, transferred, pledged, assigned, or
otherwise alienated or hypothecated until the end of the applicable Period of
Restriction.  (d)           Other Restrictions.  The Administrator, in its sole discretion,
may impose such other restrictions on Shares of Restricted Stock as it may deem
advisable or appropriate.  (e)           Removal of Restrictions.  Except as otherwise provided in this Section 8,
Shares of Restricted Stock covered by each Restricted Stock grant made under
the Plan will be released from escrow as soon as practicable after the last day
of the Period of Restriction.  The
Administrator, in its discretion, may accelerate the time at which any
restrictions will lapse or be removed.  (f)            Voting Rights.  During the Period of Restriction, Service
Providers holding Shares of Restricted Stock granted hereunder may exercise
full voting rights with respect to those Shares, unless the Administrator
determines otherwise.  (g)           Dividends and Other Distributions.  During the Period of Restriction, Service
Providers holding Shares of Restricted Stock will be entitled to receive all
dividends and other distributions paid with respect to such Shares unless
otherwise provided in the Award Agreement. 
If any such dividends or distributions are paid in Shares, the Shares
will be subject to the same restrictions on transferability and forfeitability
as the Shares of Restricted Stock with respect to which they were paid.  12


(h)           Return of Restricted Stock to
Company.  On the date set forth in
the Award Agreement, the Restricted Stock for which restrictions have not
lapsed will revert to the Company and again will become available for grant
under the Plan.  9.             Restricted Stock Units.  (a)           Grant.  Restricted Stock Units may be granted at any
time and from time to time as determined by the Administrator.  Each Restricted Stock Unit grant will be
evidenced by an Award Agreement that will specify such other terms and
conditions as the Administrator, in its sole discretion, will determine, including
all terms, conditions, and restrictions related to the grant, the number of
Restricted Stock Units and the form of payout, which, subject to Section 9(d),
may be left to the discretion of the Administrator.  Notwithstanding the anything to the contrary
in this subsection (a), during any Fiscal Year of the Company, no Participant
will receive more than an aggregate of 125,000 Restricted Stock Units;
provided, however, that in connection with a Participants initial service as
an Employee, an Employee may be granted an aggregate of up to an additional
200,000 Restricted Stock Units.  (b)Vesting Criteria and Other Terms. 
The Administrator will set vesting criteria in its discretion, which,
depending on the extent to which the criteria are met, will determine the
number of Restricted Stock Units that will be paid out to the Participant.  After the grant of Restricted Stock Units,
the Administrator, in its sole discretion, may reduce or waive any restrictions
for such Restricted Stock Units.  Each
Award of Restricted Stock Units will be evidenced by an Award Agreement that
will specify the vesting criteria, and such other terms and conditions as the
Administrator, in its sole discretion, will determine.  (c)           Earning Restricted Stock Units.  Upon meeting the applicable vesting criteria,
the Participant will be entitled to receive a payout as specified in the Award
Agreement.  Notwithstanding the
foregoing, at any time after the grant of Restricted Stock Units, the Administrator,
in its sole discretion, may reduce or waive any vesting criteria that must be
met to receive a payout, provided that, unless the Administrator determines
otherwise, the payout of such accelerated Award shall be structured to comply
with Section 409A of the Code.  (d)           Form and Timing of Payment.  Payment of earned Restricted Stock Units will
be made as soon as practicable after the date(s) set forth in the Award
Agreement.  The Administrator, in its
sole discretion, may pay earned Restricted Stock Units in cash, Shares, or a
combination thereof.  Shares represented
by Restricted Stock Units that are fully paid in cash again will be available
for grant under the Plan.  (e)Cancellation.  On the date set forth in the Award Agreement,
all unearned Restricted Stock Units will be forfeited to the Company.  10.           Performance Units and Performance
Shares.  (a)           Grant of Performance Units/Shares.  Performance Units and Performance Shares may
be granted to Service Providers at any time and from time to time, as will be
determined by the Administrator, in its sole discretion.  The Administrator will have complete
discretion in determining the number of Performance Units/Shares granted to
each Participant provided that during any Fiscal Year, no Participant will receive
more than 125,000 Performance Shares.  13


Notwithstanding the
foregoing limitation, in connection with a Participants initial service as an
Employee, an Employee may be granted up to an additional 200,000 Performance
Shares.  (b)           Value of Performance Units/Shares.  Each Performance Unit will have an initial
value that is established by the Administrator on or before the date of
grant.  Each Performance Share will have
an initial value equal to the Fair Market Value of a Share on the date of grant.  (c)           Performance Objectives and Other
Terms.  The Administrator will set
performance objectives or other vesting provisions (including, without
limitation, continued status as a Service Provider) in its discretion which,
depending on the extent to which they are met, will determine the number or
value of Performance Units/Shares that will be paid out to the
Participant.  The Administrator may set
performance objectives based upon the achievement of Company-wide, divisional,
or individual goals, or any other basis determined by the Administrator in its
discretion.  Each Award of Performance
Units/Shares will be evidenced by an Award Agreement that will specify the
Performance Period, and such other terms and conditions as the Administrator,
in its sole discretion, will determine.  (d)           Earning of Performance
Units/Shares.  After the applicable
Performance Period has ended, the holder of Performance Units/Shares will be
entitled to receive a payout of the number of Performance Units/Shares earned
by the Participant over the Performance Period, to be determined as a function
of the extent to which the corresponding performance objectives or other
vesting provisions have been achieved. 
After the grant of a Performance Unit/Share, the Administrator, in its
sole discretion, may reduce or waive any performance objectives or other
vesting provisions for such Performance Unit/Share,provided that, unless the
Administrator determines otherwise, the payout of such accelerated Award shall
be structured to comply with Section 409A of the Code.  (e)           Form and Timing of Payment of
Performance Units/Shares.  Payment of
earned Performance Units/Shares will be made as soon as practicable after the
expiration of the applicable Performance Period.  The Administrator, in its sole discretion,
may pay earned Performance Units/Shares in the form of cash, in Shares (which
have an aggregate Fair Market Value equal to the value of the earned
Performance Units/Shares at the close of the applicable Performance Period) or
in a combination thereof.  (f)            Cancellation of Performance
Units/Shares.  On the date set forth
in the Award Agreement, all unearned or unvested Performance Units/Shares will
be forfeited to the Company, and again will be available for grant under the
Plan.  11.           Performance Goals.  The granting and/or vesting of Awards of
Restricted Stock, Restricted Stock Units, Performance Shares and Performance
Units and other incentives under the Plan may be made subject to the attainment
of performance goals relating to one or more business criteria within the
meaning of Section 162(m) of the Code and may provide for a targeted
level or levels of achievement (Performance Goals) including one or more of
the following measures: (a) Annual Revenue, (b) Cash Collections, (c) Customer
Satisfaction MBOs, (d) Earnings Per Share, (e) Net Income, (f) New
Orders, (g) Operating Profit, (h) Pro Forma Net Income, (i) Return
on Designated Assets, (j) Return on Equity, (k) Return on Sales, and (l) Product
Shipments.  Any  14


Performance Goals may be
used to measure the performance of the Company as a whole or a business unit of
the Company and may be measured relative to a peer group or index.  The Performance Goals may differ from Participant
to Participant and from Award to Award. 
Any criteria used may be (i) measured in absolute terms, (ii) compared
to another company or companies, (iii) measured against the performance of
the Company as a whole or a segment of the Company and/or (iv) measured on
a pre-tax or post-tax basis (if applicable). 
Prior to the Determination Date, the Administrator will determine
whether any significant element(s) will be included in or excluded from
the calculation of any Performance Goal with respect to any Participant.  12.           [Reserved]  13.           Leaves of Absence/Transfer Between
Locations.  Unless the Administrator
provides otherwise, vesting of Awards granted hereunder will be suspended
during any unpaid leave of absence.  A
Service Provider will not cease to be an Employee in the case of (i) any
leave of absence approved by the Company or (ii) transfers between
locations of the Company or between the Company and its Affiliates.  For purposes of Incentive Stock Options, no
such leave may exceed ninety (90) days, unless reemployment upon expiration of
such leave is guaranteed by statute or contract.  If reemployment upon expiration of a leave of
absence approved by the Company is not so guaranteed, then three (3) months
following the ninety-first (91st) day of such leave any Incentive Stock Option
held by the Participant will cease to be treated as an Incentive Stock Option
and will be treated for tax purposes as a Nonstatutory Stock Option.  14.           Transferability of Awards.  Unless determined otherwise by the
Administrator, an Award may not be sold, pledged, assigned, hypothecated,
transferred, or disposed of in any manner other than by will or by the laws of
descent or distribution and may be exercised, during the lifetime of the
Participant, only by the Participant. 
With the approval of the Administrator, a Participant may, in a manner
specified by the Administrator, (a) transfer an Award to a Participants
spouse or former spouse pursuant to a court-approved domestic relations order
which relates to the provision of child support, alimony payments or marital
property rights, and (b) transfer an Option by bona fide gift and not for
any consideration, to (i) a member or members of the Participants
immediate family, (ii) a trust established for the exclusive benefit of
the Participant and/or member(s) of the Participants immediate family, (iii) a
partnership, limited liability company of other entity whose only partners or
members are the Participant and/or member(s) of the Participants
immediate family, or (iv) a foundation in which the Participant and/or
member(s) of the Participants immediate family control the management of
the foundations assets.  For purposes of
this Section 14, immediate family shall mean the Participants spouse,
former spouse, children, grandchildren, parents, grandparents, siblings,
nieces, nephews, parents-in-law, sons-in-law, daughters-in-law,
brothers-in-law, sisters-in-law, including adoptive or step relationships and
any person sharing the Participants household (other than as a tenant or employee).  15.           Adjustments; Dissolution or
Liquidation; Merger or Change in Control.  (a)Adjustments.  In the event that any dividend or other
distribution (whether in the form of cash, Shares, other securities, or other
property), recapitalization, stock split, reverse stock split, reorganization,
merger, consolidation, split-up, spin-off, combination, repurchase, or exchange
of Shares or other securities of the Company, or other change in the corporate
structure of the Company affecting the Shares occurs, the Administrator, in
order to prevent diminution or  15


enlargement
of the benefits or potential benefits intended to be made available under the
Plan, may (in its sole discretion) adjust the number and class of Shares that
may be delivered under the Plan and/or the number, class, and price of Shares
covered by each outstanding Award,and the numerical Share limits set forth in
Sections 3, 6, 7, 8, 9 and 10.  (b)           Dissolution or Liquidation.  In the event of the proposed dissolution or
liquidation of the Company, the Administrator will notify each Participant as
soon as practicable prior to the effective date of such proposed
transaction.  To the extent it has not
been previously exercised, an Award will terminate immediately prior to the
consummation of such proposed action.  (c)           Change in Control.  In the event of a Change in Control, each
outstanding Award will be assumed or an equivalent option or right substituted
by the successor corporation or a Parent or Subsidiary of the successor
corporation (the Successor Corporation).  In the event that the Successor Corporation
refuses to assume or substitute for the Award, the Participant will fully vest
in and have the right to exercise all of his or her outstanding Options and
Stock Appreciation Rights, including Shares as to which such Awards would not
otherwise be vested or exercisable, all restrictions on Restricted Stock will
lapse, and, with respect to Restricted Stock Units, Performance Shares and
Performance Units, all Performance Goals or other vesting criteria will be
deemed achieved at target levels and all other terms and conditions met.  In addition, if the Successor Corporation
refuses to assume or substitute an Option or Stock Appreciation Right in the
event of a Change in Control, the Administrator will notify the Participant in
writing or electronically that the Option or Stock Appreciation Right will be
fully vested and exercisable for a period of time determined by the
Administrator in its sole discretion, and the Option or Stock Appreciation
Right will terminate upon the expiration of such period.  For the purposes
of this subsection (c), an Award will be considered assumed if, following the
Change in Control, the Award confers the right to purchase or receive, for each
Share subject to the Award immediately prior to the Change in Control, the
consideration (whether stock, cash, or other securities or property) or, in the
case of a Stock Appreciation Right upon the exercise of which the Administrator
determines to pay cash or a Performance Share or Performance Unit which the
Administrator can determine to pay in cash, the fair market value of the
consideration received in the merger or Change in Control by holders of Common
Stock for each Share held on the effective date of the transaction (and if
holders were offered a choice of consideration, the type of consideration
chosen by the holders of a majority of the outstanding Shares); provided,
however, that if such consideration received in the Change in Control is not
solely common stock of the Successor Corporation, the Administrator may, with
the consent of the Successor Corporation, provide for the consideration to be
received upon the exercise of an Option or Stock Appreciation Right or upon the
payout of a Restricted Stock Unit, Performance Share or Performance Unit, for
each Share subject to such Award (or in the case of an Award settled in cash,
the number of implied shares determined by dividing the value of the Award by
the per share consideration received by holders of Common Stock in the Change
in Control), to be solely common stock of the Successor Corporation equal in
fair market value to the per share consideration received by holders of Common
Stock in the Change in Control.  Notwithstanding
anything in this Section 15(c) to the contrary, an Award that vests,
is earned or paid-out upon the satisfaction of one or more Performance Goals
will not be considered assumed if the Company or its successor modifies any of
such Performance Goals without the  16


Participants
consent; provided, however, a modification to such Performance Goals only to
reflect the Successor Corporations post-Change in Control corporate structure
will not be deemed to invalidate an otherwise valid Award assumption.  16.           Tax Withholding  (a)           Withholding Requirements.  Prior to the delivery of any Shares or cash
pursuant to an Award (or exercise thereof), the Company will have the power and
the right to deduct or withhold, or require a Participant to remit to the
Company, an amount sufficient to satisfy federal, state, local, foreign or
other taxes required to be withheld with respect to such Award (or exercise
thereof).  (b)           Withholding Arrangements.  The Administrator, in its sole discretion and
pursuant to such procedures as it may specify from time to time, may permit a
Participant to satisfy such tax withholding obligation, in whole or in part by
(without limitation) (a) paying cash, (b) electing to have the
Company withhold otherwise deliverable cash or Shares having a Fair Market
Value equal to the amount required to be withheld, (c) delivering to the
Company already-owned Shares having a Fair Market Value equal to the amount
required to be withheld,or (d) selling a sufficient number of
Shares otherwise deliverable to the Participant through such means as the
Administrator may determine in its sole discretion (whether through a broker or
otherwise) equal to the amount required to be withheld. 
The amount of the withholding requirement will be deemed to include any
amount which the Administrator agrees may be withheld at the time the election
is made, not to exceed the amount determined by using the maximum federal,
state or local marginal income tax rates applicable to the Participant with
respect to the Award on the date that the amount of tax to be withheld is to be
determined.  The Fair Market Value of the
Shares to be withheld or delivered will be determined as of the date that the
taxes are required to be withheld.  17.           No Effect on Employment or Service.  Neither the Plan nor any Award will confer
upon a Participant any right with respect to continuing the Participants
relationship as a Service Provider with the Company, nor will they interfere in
any way with the Participants right or the Companys right to terminate such
relationship at any time, with or without cause, to the extent permitted by
Applicable Laws.  18.           Date of Grant.  The date of grant of an Award will be, for
all purposes, the date on which the Administrator makes the determination
granting such Award, or such other later date as is determined by the
Administrator.  Notice of the
determination will be provided to each Participant within a reasonable time
after the date of such grant.  19.           Term of Plan.  Subject to Section 23of the Plan, the Plan will become effective upon its
adoption by the Board.  It will continue
in effect for a term of ten (10) years unless terminated earlier under Section 20of the Plan.  20.           Amendment and Termination of the Plan.  (a)           Amendment and Termination.  The Administrator may at any time amend,
alter, suspend or terminate the Plan.  17


(b)           Stockholder Approval.  The Company will obtain stockholder approval
of any Plan amendment to the extent necessary and desirable to comply with
Applicable Laws.  (c)           Effect of Amendment or Termination.  No amendment, alteration, suspension or
termination of the Plan will impair the rights of any Participant, unless
mutually agreed otherwise between the Participant and the Administrator, which
agreement must be in writing and signed by the Participant and the
Company.  Termination of the Plan will
not affect the Administrators ability to exercise the powers granted to it
hereunder with respect to Awards granted under the Plan prior to the date of
such termination.  21.           Conditions Upon Issuance of Shares.  (a)           Legal Compliance.  Shares will not be issued pursuant to the
exercise of an Award unless the exercise of such Award and the issuance and
delivery of such Shares will comply with Applicable Laws and will be further
subject to the approval of counsel for the Company with respect to such
compliance.  (b)           Investment Representations.  As a condition to the exercise of an Award,
the Company may require the person exercising such Award to represent and
warrant at the time of any such exercise that the Shares are being purchased
only for investment and without any present intention to sell or distribute
such Shares if, in the opinion of counsel for the Company, such a
representation is required.  22.           Inability to Obtain Authority.  The inability of the Company to obtain
authority from any regulatory body having jurisdiction, which authority is
deemed by the Companys counsel to be necessary to the lawful issuance and sale
of any Shares hereunder, will relieve the Company of any liability in respect
of the failure to issue or sell such Shares as to which such requisite
authority will not have been obtained.  23.           Stockholder Approval.  The Plan will be subject to approval by the
stockholders of the Company within twelve (12) months after the date the Plan
is adopted.  Such stockholder approval
will be obtained in the manner and to the degree required under Applicable
Laws.  18