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Exhibit 10.33



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LCC INTERNATIONAL, INC.

AMENDED AND RESTATED EQUITY INCENTIVE
PLAN

(as amended and restated March 10,
2004

and formerly known as the Amended and
Restated


1996 Employee Stock Option Plan)




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TABLE OF CONTENTS

|    |  |                                         |  |                                                                     |    |      |    | 
|--- |  | --------------------------------------- |  | ------------------------------------------------------------------- | -- | ---- | -- | 
|    |  |                                         |  |                                                                     |    | Page
|    |  |                                         |  |                                                                     |    |     
|1.  |  | PURPOSE                                 |  |                                                                     | 1  |     
|2.  |  | DEFINITIONS                             |  |                                                                     | 1  |     
|3.  |  | ADMINISTRATION OF THE PLAN              |  |                                                                     | 4  |     
|    |  | 3.1.                                    |  | Board                                                               |    |      | 4  | 
|    |  | 3.2.                                    |  | Committee                                                           |    |      | 4  | 
|    |  | 3.3.                                    |  | Terms of Awards                                                     |    |      | 4  | 
|    |  | 3.4.                                    |  | Deferral Arrangement                                                |    |      | 5  | 
|    |  | 3.5.                                    |  | No Liability                                                        |    |      | 5  | 
|4.  |  | STOCK SUBJECT TO THE PLAN               |  |                                                                     | 5  |     
|5.  |  | EFFECTIVE DATE, DURATION AND AMENDMENTS |  |                                                                     | 5  |     
|    |  | 5.1.                                    |  | Effective Date                                                      |    |      | 5  | 
|    |  | 5.2.                                    |  | Term                                                                |    |      | 6  | 
|    |  | 5.3.                                    |  | Amendment and Termination of the Plan                               |    |      | 6  | 
|6.  |  | AWARD ELIGIBILITY AND LIMITATIONS       |  |                                                                     | 6  |     
|    |  | 6.1.                                    |  | Service Providers and Other Persons                                 |    |      | 6  | 
|    |  | 6.2.                                    |  | Successive Awards                                                   |    |      | 6  | 
|    |  | 6.3.                                    |  | Limitation on Shares of Stock Subject to Awards
    and Cash Awards |    |      | 6  | 
|    |  | 6.4.                                    |  | Limitations on Incentive Stock Options                              |    |      | 6  | 
|    |  | 6.5.                                    |  | Stand-Alone, Additional, Tandem, and Substitute
    Awards          |    |      | 7  | 
|7.  |  | AWARD AGREEMENT                         |  |                                                                     | 7  |     
|8.  |  | TERMS AND CONDITIONS OF OPTIONS         |  |                                                                     | 7  |     
|    |  | 8.1.                                    |  | Option Price                                                        |    |      | 7  | 
|    |  | 8.2.                                    |  | Vesting                                                             |    |      | 7  | 
|    |  | 8.3.                                    |  | Term                                                                |    |      | 7  | 
|    |  | 8.4.                                    |  | Termination of Service                                              |    |      | 7  | 
|    |  | 8.5.                                    |  | Limitations on Exercise of Option                                   |    |      | 8  | 
|    |  | 8.6.                                    |  | Method of Exercise                                                  |    |      | 8  | 
|    |  | 8.7.                                    |  | Rights of Holders of Options                                        |    |      | 8  | 
|    |  | 8.8.                                    |  | Delivery of Stock Certificates                                      |    |      | 8  | 
|    |  | 8.9.                                    |  | Transferability of Options                                          |    |      | 8  | 
|    |  | 8.10.                                   |  | Family Transfers                                                    |    |      | 9  | 
|9.  |  | STOCK APPRECIATION RIGHTS               |  |                                                                     | 9  |     
|    |  | 9.1.                                    |  | Right to Payment                                                    |    |      | 9  | 
|    |  | 9.2.                                    |  | Other Terms                                                         |    |      | 9  | 
|10. |  | RESTRICTED STOCK AND STOCK UNITS        |  |                                                                     | 9  |     
|    |  | 10.1.                                   |  | Grant of Restricted Stock or Stock Units                            |    |      | 9  | 
|    |  | 10.2.                                   |  | Restrictions                                                        |    |      | 9  | 
|    |  | 10.3.                                   |  | Restricted Stock Certificates                                       |    |      | 10 | 
|    |  | 10.4.                                   |  | Rights of Holders of Restricted Stock                               |    |      | 10 | 
|    |  | 10.5.                                   |  | Rights of Holders of Stock Units                                    |    |      | 10 | 
|    |  |                                         |  | 10.5.1. Voting and Dividend
    Rights.                             |    |      | 10 | 
|    |  |                                         |  | 10.5.2. Creditors Rights                                           |    |      | 10 | 
|    |  | 10.6.                                   |  | Termination of Service                                              |    |      | 10 | 
|    |  | 10.7.                                   |  | Purchase of Restricted Stock                                        |    |      | 10 | 
|    |  | 10.8.                                   |  | Delivery of Stock                                                   |    |      | 11 | 
|11. |  | UNRESTRICTED STOCK AWARDS               |  |                                                                     | 11 |     

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|    |  |                                                  |  |                                                                                                                       |    |      |    | 
|--- |  | ------------------------------------------------ |  | --------------------------------------------------------------------------------------------------------------------- | -- | ---- | -- | 
|    |  |                                                  |  |                                                                                                                       |    | Page
|    |  |                                                  |  |                                                                                                                       |    |     
|12. |  | FORM OF PAYMENT FOR OPTIONS AND RESTRICTED STOCK |  |                                                                                                                       | 11 |     
|    |  | 12.1.                                            |  | General Rule                                                                                                          |    |      | 11 | 
|    |  | 12.2.                                            |  | Surrender of Stock                                                                                                    |    |      | 11 | 
|    |  | 12.3.                                            |  | Cashless Exercise                                                                                                     |    |      | 11 | 
|    |  | 12.4.                                            |  | Other Forms of Payment                                                                                                |    |      | 11 | 
|13. |  | DIVIDEND EQUIVALENT RIGHTS                       |  |                                                                                                                       | 11 |     
|    |  | 13.1.                                            |  | Dividend Equivalent Rights                                                                                            |    |      | 11 | 
|    |  | 13.2.                                            |  | Termination of Service                                                                                                |    |      | 12 | 
|14. |  | PERFORMANCE AND ANNUAL INCENTIVE AWARDS          |  |                                                                                                                       | 12 |     
|    |  | 14.1.                                            |  | Performance Conditions                                                                                                |    |      | 12 | 
|    |  | 14.2.                                            |  | Performance or Annual Incentive Awards Granted to
    Designated Covered Employees                                    |    |      | 12 | 
|    |  |                                                  |  | 14.2.1. Performance Goals Generally                                                                                   |    |      | 12 | 
|    |  |                                                  |  | 14.2.2. Business Criteria                                                                                             |    |      | 12 | 
|    |  |                                                  |  | 14.2.3. Timing For Establishing Performance
    Goals                                                                 |    |      | 13 | 
|    |  |                                                  |  | 14.2.4. Performance or Annual Incentive
    Award Pool                                                                |    |      | 13 | 
|    |  |                                                  |  | 14.2.5. Settlement of Performance or Annual
    Incentive Awards; Other Terms                                         |    |      | 13 | 
|    |  | 14.3.                                            |  | Written Determinations                                                                                                |    |      | 13 | 
|    |  | 14.4.                                            |  | Status of Section 14.2 Awards Under Code Section
    162(m)                                                           |    |      | 13 | 
|15. |  | PARACHUTE LIMITATIONS                            |  |                                                                                                                       | 13 |     
|16. |  | REQUIREMENTS OF LAW                              |  |                                                                                                                       | 14 |     
|    |  | 16.1.                                            |  | General                                                                                                               |    |      | 14 | 
|    |  | 16.2.                                            |  | Rule 16b-3                                                                                                            |    |      | 15 | 
|17. |  | EFFECT OF CHANGES IN CAPITALIZATION              |  |                                                                                                                       | 15 |     
|    |  | 17.1.                                            |  | Changes in Stock                                                                                                      |    |      | 15 | 
|    |  | 17.2.                                            |  | Reorganization in Which the Company Is the
    Surviving Entity Which does not Constitute a Corporate
    Transaction |    |      | 15 | 
|    |  | 17.3.                                            |  | Corporate Transaction                                                                                                 |    |      | 16 | 
|    |  | 17.4.                                            |  | Adjustments                                                                                                           |    |      | 16 | 
|    |  | 17.5.                                            |  | No Limitations on Company                                                                                             |    |      | 16 | 
|18. |  | CHANGE IN CONTROL                                |  |                                                                                                                       | 17 |     
|19. |  | GENERAL PROVISIONS                               |  |                                                                                                                       | 17 |     
|    |  | 19.1.                                            |  | Disclaimer of Rights                                                                                                  |    |      | 17 | 
|    |  | 19.2.                                            |  | Nonexclusivity of the Plan                                                                                            |    |      | 17 | 
|    |  | 19.3.                                            |  | Withholding Taxes                                                                                                     |    |      | 17 | 
|    |  | 19.4.                                            |  | Captions                                                                                                              |    |      | 18 | 
|    |  | 19.5.                                            |  | Other Provisions                                                                                                      |    |      | 18 | 
|    |  | 19.6.                                            |  | Number and Gender                                                                                                     |    |      | 18 | 
|    |  | 19.7.                                            |  | Severability                                                                                                          |    |      | 18 | 
|    |  | 19.8.                                            |  | Governing Law                                                                                                         |    |      | 18 | 

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LCC INTERNATIONAL, INC.

AMENDED AND RESTATED EQUITY INCENTIVE
PLAN


(as amended and restated March 10,
2004)

LCC International, Inc., a Delaware corporation
(the Company), sets forth herein the terms of its
Amended and Restated Equity Incentive Plan (the
Plan), formerly known as the Amended and Restated
1996 Employee Stock Option Plan, as follows:



|   |        
|-- | -------
|1. | PURPOSE

The Plan is intended to enhance the
Companys and its Affiliates (as defined herein)
ability to attract and retain highly qualified officers,
directors, key employees, and other persons, and to motivate
such officers, directors, key employees, and other persons to
serve the Company and its Affiliates and to expend maximum
effort to improve the business results and earnings of the
Company, by providing to such persons an opportunity to acquire
or increase a direct proprietary interest in the operations and
future success of the Company. To this end, the Plan provides
for the grant of stock options, stock appreciation rights,
restricted stock, stock units, unrestricted stock, dividend
equivalent rights and cash awards. Any of these awards may, but
need not, be made as performance incentives to reward attainment
of annual or long-term performance goals in accordance with the
terms hereof. Stock options granted under the Plan may be
non-qualified stock options or incentive stock options, as
provided herein.



|   |            
|-- | -----------
|2. | DEFINITIONS

For purposes of interpreting the Plan and related
documents (including Award Agreements), the following
definitions shall apply:

2.1 Affiliatemeans, with
respect to the Company, any company or other trade or business
that controls, is controlled by or is under common control with
the Company within the meaning of Rule 405 of
Regulation C under the Securities Act, including, without
limitation, any Subsidiary.

2.2 Annual Incentive Awardmeans an Award made subject to attainment of performance
goals (as described in Section 14) over a
performance period of up to one year (the fiscal year, unless
otherwise specified by the Committee).

2.3 Awardmeans a grant
of an Option, Stock Appreciation Right, Restricted Stock,
Unrestricted Stock, Stock Unit, Dividend Equivalent Rights, or
cash award under the Plan.

2.4 Award Agreementmeans
the written or electronic agreement between the Company and a
Grantee that evidences and sets out the terms and conditions of
an Award.

2.5 Benefit Arrangementshall have the meaning set forth in Section 15
hereof.

2.6 Boardmeans the Board
of Directors of the Company.

2.7 Causemeans, as
determined by the Board and unless otherwise provided in an
applicable agreement with the Company or an Affiliate,
(i) gross negligence or willful misconduct in connection
with the performance of duties; (ii) conviction of a
criminal offense (other than minor traffic offenses); or
(iii) material breach of any term of any employment,
consulting or other services, confidentiality, intellectual
property or non-competition agreements, if any, between the
Service Provider and the Company or an Affiliate.

2.8 Codemeans the
Internal Revenue Code of 1986, as now in effect or as hereafter
amended.

2.9 Committeemeans a
committee of, and designated from time to time by resolution of,
the Board, which shall be constituted as provided in Section
3.2.

2.10 Companymeans LCC
International, Inc.

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2.11 Corporate Transactionmeans (i) the dissolution or liquidation of the Company
or a merger, consolidation, or reorganization of the Company
with one or more other entities in which the Company is not the
surviving entity, (ii) a sale of substantially all of the
assets of the Company to another person or entity, or
(iii) any transaction (including without limitation a
merger or reorganization in which the Company is the surviving
entity) which results in any person or entity (other than
persons who are stockholders or Affiliates immediately prior to
the transaction) owning 51% or more of the combined voting power
of all classes of stock of the Company.

2.12 Covered Employeemeans a Grantee who is a Covered Employee within the meaning
of Section 162(m)(3) of the Code.

2.13 Disabilityshall
have the meaning assigned to it in the Companys long-term
disability plan. In the event the Grantee is not covered by the
Companys long-term disability plan, Disability
shall mean the Grantee is unable to perform each of the
essential duties of such Grantees position by reason of a
medically determinable physical or mental impairment which is
potentially permanent in character or which can be expected to
last for a continuous period of not less than 12 months;
provided, however, that, with respect to rules regarding
expiration of an Incentive Stock Option following termination of
the Grantees Service, Disability shall mean the Grantee is
unable to engage in any substantial gainful activity by reason
of a medically determinable physical or mental impairment which
can be expected to result in death or which has lasted or can be
expected to last for a continuous period of not less than
12 months.

2.14 Dividend Equivalent
Rightmeans a right, granted to a Grantee under
Section 13hereof, to receive cash, Stock, other
Awards or other property equal in value to dividends paid with
respect to a specified number of shares of Stock, or other
periodic payments.

2.15 Effective Datemeans
July 23, 1996, the date the Plan was first approved by the
Board. The Plan was last amended and restated by the Board on
March 10, 2004.

2.16 Exchange Actmeans
the Securities Exchange Act of 1934, as now in effect or as
hereafter amended.

2.17 Fair Market Valuemeans the value of a share of Stock, determined as follows:
if on the Grant Date or other determination date the Stock is
listed on an established national or regional stock exchange, is
admitted to quotation on The Nasdaq Stock Market, Inc. or is
publicly traded on an established securities market, the Fair
Market Value of a share of Stock shall be the closing price of
the Stock on such exchange or in such market (if there is more
than one such exchange or market the Board shall determine the
appropriate exchange or market) on the trading date immediately
preceding the Grant Date or such other determination date (or if
there is no such reported closing price, the Fair Market Value
shall be the mean between the highest bid and lowest asked
prices or between the high and low sale prices on such trading
day) or, if no sale of Stock is reported for such trading day,
on the next preceding day on which any sale shall have been
reported. If the Stock is not listed on such an exchange, quoted
on such system or traded on such a market, Fair Market Value
shall be the value of the Stock as determined by the Board in
good faith.

2.18 Family Membermeans
a person who is a spouse, former spouse, child, stepchild,
grandchild, parent, stepparent, grandparent, niece, nephew,
mother-in-law, father-in-law, son-in-law, daughter-in-law,
brother, sister, brother-in-law, or sister-in-law, including
adoptive relationships, of the Grantee, any person sharing the
Grantees household (other than a tenant or employee), a
trust in which any one or more of these persons have more than
fifty percent of the beneficial interest, a foundation in which
any one or more of these persons (or the Grantee) control the
management of assets, and any other entity in which one or more
of these persons (or the Grantee) own more than fifty percent of
the voting interests.

2.19 Grant Datemeans, as
determined by the Board, the latest to occur of (i) the
date as of which the Board approves an Award, (ii) the date
on which the recipient of an Award first becomes eligible to
receive an Award under Section 6 hereof, or (iii) such
other date as may be specified by the Board.

2.20 Granteemeans a
person who receives or holds an Award under the Plan.

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2.21 Incentive Stock Optionmeans an incentive stock option within the
meaning of Section 422 of the Code, or the corresponding
provision of any subsequently enacted tax statute, as amended
from time to time.

2.22 Non-qualified Stock
Optionmeans an Option that is not an Incentive Stock
Option.

2.23 Optionmeans an
option to purchase one or more shares of Stock pursuant to the
Plan.

2.24 Option Pricemeans
the exercise price for each share of Stock subject to an Option.

2.25 Other Agreementshall have the meaning set forth in Section 15
hereof.

2.26 Outside Directormeans a member of the Board who is not an officer or
employee of the Company.

2.27 Performance Awardmeans an Award made subject to the attainment of performance
goals (as described in Section 14) over a
performance period of up to ten (10) years.

2.28 Planmeans this LCC
International, Inc. Amended and Restated Equity Incentive Plan,
formerly known as the Amended and Restated 1996 Employee Stock
Option Plan.

2.29 Purchase Pricemeans
the purchase price for each share of Stock pursuant to a grant
of Restricted Stock or Unrestricted Stock.

2.30 Reporting Personmeans a person who is required to file reports under
Section 16(a) of the Exchange Act.

2.31 Restricted Stockmeans shares of Stock, awarded to a Grantee pursuant to
Section 10hereof.

2.32 SAR Exercise Pricemeans the per share exercise price of an SAR granted to a
Grantee under Section 9hereof.

2.33 Securities Actmeans
the Securities Act of 1933, as now in effect or as hereafter
amended.

2.34 Servicemeans
service as a Service Provider to the Company or an Affiliate.
Unless otherwise stated in the applicable Award Agreement, a
Grantees change in position or duties shall not result in
interrupted or terminated Service, so long as such Grantee
continues to be a Service Provider to the Company or an
Affiliate. Subject to the preceding sentence, whether a
termination of Service shall have occurred for purposes of the
Plan shall be determined by the Board, which determination shall
be final, binding and conclusive.

2.35 Service Providermeans an employee, officer or director of the Company or an
Affiliate, or a consultant or adviser currently providing
services to the Company or an Affiliate.

2.36 Stockmeans the
Class A common stock, par value $.01 per share, of the
Company.

2.37 Stock Appreciation Rightor SARmeans a right granted to a Grantee
under Section 9hereof.

2.38 Stock Unitmeans a
bookkeeping entry representing the equivalent of shares of
Stock, awarded to a Grantee pursuant to Section 10hereof.

2.39 Subsidiarymeans any
subsidiary corporation of the Company within the
meaning of Section 424(f) of the Code.

2.40 Termination Datemeans the date upon which an Option shall terminate or
expire, as set forth in Section 8.3hereof.

2.41 Ten Percent Stockholdermeans an individual who owns more than ten percent (10%) of
the total combined voting power of all classes of outstanding
stock of the Company, its parent or any of its Subsidiaries. In
determining stock ownership, the attribution rules of
Section 424(d) of the Code shall be applied.

2.42 Unrestricted Stockmeans an Award pursuant to Section 11hereof.

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|   |                           
|-- | --------------------------
|3. | ADMINISTRATION OF THE PLAN

3.1. Board

The Board shall have such powers and authorities
related to the administration of the Plan as are consistent with
the Companys certificate of incorporation and by-laws and
applicable law. The Board shall have full power and authority to
take all actions and to make all determinations required or
provided for under the Plan, any Award or any Award Agreement,
and shall have full power and authority to take all such other
actions and make all such other determinations not inconsistent
with the specific terms and provisions of the Plan that the
Board deems to be necessary or appropriate to the administration
of the Plan, any Award or any Award Agreement. All such actions
and determinations shall be by the affirmative vote of a
majority of the members of the Board present at a meeting or by
unanimous consent of the Board executed in writing in accordance
with the Companys certificate of incorporation and by-laws
and applicable law. The interpretation and construction by the
Board of any provision of the Plan, any Award or any Award
Agreement shall be final, binding and conclusive.

3.2. Committee.

The Board from time to time may delegate to the
Committee such powers and authorities related to the
administration and implementation of the Plan, as set forth in
Section 3.1above and other applicable provisions,
as the Board shall determine, consistent with the certificate of
incorporation and by-laws of the Company and applicable law.



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (i) Except as provided in Subsection
    (ii) and except as the Board may otherwise determine, the
    Committee shall be the Compensation and Stock Option Committee.                                                                                                                                                                                                                                                                                         
|
| | (ii) The Board may also appoint one or more
    separate committees of the Board, each composed of one or more
    directors of the Company who need not be Outside Directors, who
    may administer the Plan with respect to employees or other
    Service Providers who are not officers or directors of the
    Company, may grant Awards under the Plan to such employees or
    other Service Providers, and may determine all terms of such
    Awards.

In the event that the Plan, any Award or any
Award Agreement entered into hereunder provides for any action
to be taken by or determination to be made by the Board, such
action may be taken or such determination may be made by the
Committee if the power and authority to do so has been delegated
to the Committee by the Board as provided for in this Section.
Unless otherwise expressly determined by the Board, any such
action or determination by the Committee shall be final, binding
and conclusive. To the extent permitted by law, the Committee
may delegate its authority under the Plan to a member of the
Board.

3.3. Terms of Awards.

Subject to the other terms and conditions of the
Plan, the Board shall have full and final authority to:

(i) designate Grantees,

(ii) determine the type or types of Awards
to be made to a Grantee,

(iii) determine the number of shares of
Stock to be subject to an Award,

(iv) establish the terms and conditions of
each Award (including, but not limited to, the exercise price of
any Option, the nature and duration of any restriction or
condition (or provision for lapse thereof) relating to the
vesting, exercise, transfer, or forfeiture of an Award or the
shares of Stock subject thereto, and any terms or conditions
that may be necessary to qualify Options as Incentive Stock
Options),

(v) prescribe the form of each Award
Agreement evidencing an Award, and

(vi) amend, modify, or supplement the terms
of any outstanding Award. Such authority specifically includes
the authority, in order to effectuate the purposes of the Plan
but without amending the Plan, to modify Awards to eligible
individuals who are foreign nationals or are individuals who are
employed outside the United States to recognize differences in
local law, tax policy, or custom.

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As a condition to any subsequent Award, the Board
shall have the right, at its discretion, to require Grantees to
return to the Company Awards previously made under the Plan.
Subject to the terms and conditions of the Plan, any such new
Award shall be upon such terms and conditions as are specified
by the Board at the time the new Award is made. The Board shall
have the right, in its discretion, to make Awards in
substitution or exchange for any other award under another plan
of the Company, any Affiliate, or any business entity to be
acquired by the Company or an Affiliate. The Company may retain
the right in an Award Agreement to cause a forfeiture of the
gain realized by a Grantee on account of actions taken by the
Grantee in violation or breach of or in conflict with any
employment agreement, non-competition agreement, any agreement
prohibiting solicitation of employees or clients of the Company
or any Affiliate thereof or any confidentiality obligation with
respect to the Company or any Affiliate thereof or otherwise in
competition with the Company or any Affiliate thereof, to the
extent specified in such Award Agreement applicable to the
Grantee. Furthermore, the Company may annul an Award if the
Grantee is an employee of the Company or an Affiliate thereof
and is terminated for Cause as defined in the applicable Award
Agreement or the Plan, as applicable. The Board may make
amendments to outstanding Options or SARs which reduce the
Option Price or SAR Exercise Price.

3.4. Deferral Arrangement.

The Board may permit or require the deferral of
any award payment into a deferred compensation arrangement,
subject to such rules and procedures as it may establish, which
may include provisions for the payment or crediting of interest
or dividend equivalents, including converting such credits into
deferred Stock equivalents and restricting deferrals to comply
with hardship distribution rules affecting 401(k) plans.

3.5. No Liability.

No member of the Board or of the Committee shall
be liable for any action or determination made in good faith
with respect to the Plan or any Award or Award Agreement.



|   |                          
|-- | -------------------------
|4. | STOCK SUBJECT TO THE PLAN

Subject to adjustment as provided in
Section 17hereof, the number of shares of Stock
available for issuance under the Plan shall be 8,825,000
shares. Stock issued or to be issued under the Plan shall be
authorized but unissued shares, treasury shares or shares
purchased on the open market. If any shares covered by an Award
are not purchased or are forfeited, or if an Award otherwise
terminates without delivery of any Stock subject thereto, then
the number of shares of Stock counted against the aggregate
number of shares available under the Plan with respect to such
Award shall, to the extent of any such forfeiture or
termination, again be available for making Awards under the
Plan. If the Option Price of any Option granted under the Plan,
or if pursuant to Section 19.3the withholding
obligation of any Grantee with respect to an Option or other
Award, is satisfied by tendering shares of Stock to the Company
(by either actual delivery or by attestation) or by withholding
shares of Stock, the number of shares of Stock issued net of the
shares of Stock tendered or withheld shall be deemed delivered
for purposes of determining the maximum number of shares of
Stock available for delivery under the Plan.



|   |                                            
|-- | -------------------------------------------
|5. | EFFECTIVE DATE, DURATION AND
    AMENDMENTS

5.1. Effective Date.

The Plan was originally effective as of the
Effective Date and was last amended and restated by the Board on
February 1, 2000. The Plan as herein amended and restated
shall be effective as of March 10, 2004 (the
Amendment and Restatement Date), subject to approval
of the Plan as herein amended and restated by the affirmative
vote of a majority of the shares of Stock voting thereon. Upon
approval of the Plan as herein amended and restated by the
stockholders, all Awards made under the Plan on or after the
Amendment and Restatement Date shall be fully effective as if
the stockholders of the Company had approved the Plan on the
Amendment and Restatement Date. If the stockholders of the
Company fail to approve the Plan as herein amended and restated
within the one-year period set forth in this
Section 5.1, any Awards made hereunder in excess of
the number of shares available for Awards under the Plan prior
to its amendment and restatement

5



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shall be null and void and of no effect, and the
applicable terms of the Plan shall be the terms in effect
immediately prior to the Amendment and Restatement Date.


5.2. Term.

The Plan shall terminate automatically ten
(10) years after the Amendment and Restatement Date and may
be terminated on any earlier date as provided in
Section 5.3.

5.3. Amendment and Termination of the
Plan

The Board may, at any time and from time to time,
amend, suspend, or terminate the Plan as to any shares of Stock
as to which Awards have not been made. An amendment shall be
contingent on approval of the Companys stockholders to the
extent stated by the Board, required by applicable law or
required by applicable stock exchange listing requirements. No
Awards shall be made after termination of the Plan. No
amendment, suspension, or termination of the Plan shall, without
the consent of the Grantee, impair rights or obligations under
any Award theretofore awarded under the Plan.



|   |                                  
|-- | ---------------------------------
|6. | AWARD ELIGIBILITY AND LIMITATIONS

6.1. Service Providers and Other
Persons

Subject to this Section 6, Awards may
be made under the Plan to: (i) any Service Provider to the
Company or of any Affiliate, including any Service Provider who
is an officer or director of the Company, or of any Affiliate,
as the Board shall determine and designate from time to time,
(ii) any Outside Director, and (iii) any other
individual whose participation in the Plan is determined to be
in the best interests of the Company by the Board.

6.2. Successive Awards.

An eligible person may receive more than one
Award, subject to such restrictions as are provided herein.



| |      |                                                                     
| | ---- | --------------------------------------------------------------------
| | 6.3. | Limitation on Shares of Stock Subject to
    Awards and Cash Awards.

During any time when the Company has a class of
equity security registered under Section 12 of the Exchange
Act:

(i) the maximum number of shares of Stock
subject to Options or SARs that can be awarded under the Plan to
any person eligible for an Award under Section 6hereof is 500,000 per calendar year;

(ii) the maximum number of shares that can
be awarded under the Plan, other than pursuant to an Option or
SARs, to any person eligible for an Award under
Section 6hereof is 500,000 per calendar year; and

(iii) the maximum amount that may be earned
as an Annual Incentive Award or other cash Award in any calendar
year by any one Grantee shall be $2,000,000 and the maximum
amount that may be earned as a Performance Award or other cash
Award in respect of a performance period by any one Grantee
shall be $5,000,000.

The preceding limitations in this
Section 6.3are subject to adjustment as provided in
Section 17hereof.



| |      |                                            
| | ---- | -------------------------------------------
| | 6.4. | Limitations on Incentive Stock
    Options.

An Option shall constitute an Incentive Stock
Option only (i) if the Grantee of such Option is an
employee of the Company or any Subsidiary of the Company;
(ii) to the extent specifically provided in the related
Award Agreement; and (iii) to the extent that the aggregate
Fair Market Value (determined at the time the Option is granted)
of the shares of Stock with respect to which all Incentive Stock
Options held by such Grantee become exercisable for the first
time during any calendar year (under the Plan and all other
plans of the Grantees employer and its Affiliates) does
not exceed $100,000. This limitation shall be applied by taking
Options into account in the order in which they were granted.

6



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##### 





| |      |                                                           
| | ---- | ----------------------------------------------------------
| | 6.5. | Stand-Alone, Additional, Tandem, and
    Substitute Awards

Awards granted under the Plan may, in the
discretion of the Board, be granted either alone or in addition
to, in tandem with, or in substitution or exchange for, any
other Award or any award granted under another plan of the
Company, any Affiliate, or any business entity to be acquired by
the Company or an Affiliate, or any other right of a Grantee to
receive payment from the Company or any Affiliate. Such
additional, tandem, and substitute or exchange Awards may be
granted at any time. If an Award is granted in substitution or
exchange for another Award, the Board shall require the
surrender of such other Award in consideration for the grant of
the new Award. In addition, Awards may be granted in lieu of
cash compensation, including in lieu of cash amounts payable
under other plans of the Company or any Affiliate, in which the
value of Stock subject to the Award is equivalent in value to
the cash compensation (for example, Stock Units or Restricted
Stock), or in which the Option Price, grant price or purchase
price of the Award in the nature of a right that may be
exercised is equal to the Fair Market Value of the underlying
Stock minus the value of the cash compensation surrendered (for
example, Options granted with an Option Price
discounted by the amount of the cash compensation
surrendered).



|   |                
|-- | ---------------
|7. | AWARD AGREEMENT

Each Award granted pursuant to the Plan shall be
evidenced by an Award Agreement, in such form or forms as the
Board shall from time to time determine. Award Agreements
granted from time to time or at the same time need not contain
similar provisions but shall be consistent with the terms of the
Plan. Each Award Agreement evidencing an Award of Options shall
specify whether such Options are intended to be Non-qualified
Stock Options or Incentive Stock Options, and in the absence of
such specification such options shall be deemed Non-qualified
Stock Options.



|   |                                
|-- | -------------------------------
|8. | TERMS AND CONDITIONS OF OPTIONS



| |      |             
| | ---- | ------------
| | 8.1. | Option Price

The Option Price of each Option shall be fixed by
the Board and stated in the Award Agreement evidencing such
Option. The Option Price of each Option that is intended to be
an Incentive Stock Option shall be at least the Fair Market
Value on the Grant Date of a share of Stock; provided,
however, that in the event that a Grantee is a Ten
Percent Stockholder, the Option Price of an Option granted to
such Grantee that is intended to be an Incentive Stock Option
shall be not less than 110 percent of the Fair Market Value
of a share of Stock on the Grant Date. In no case shall the
Option Price of any Option be less than the par value of a share
of Stock.



| |      |         
| | ---- | --------
| | 8.2. | Vesting.

Subject to Sections 8.3 and 17.3hereof, each Option granted under the Plan shall become
exercisable at such times and under such conditions as shall be
determined by the Board and stated in the Award Agreement. For
purposes of this Section 8.2, fractional numbers of
shares of Stock subject to an Option shall be rounded down to
the next nearest whole number.



| |      |      
| | ---- | -----
| | 8.3. | Term.

Each Option granted under the Plan shall
terminate, and all rights to purchase shares of Stock thereunder
shall cease, upon the expiration of ten years from the date such
Option is granted, or under such circumstances and on such date
prior thereto as is set forth in the Plan or as may be fixed by
the Board and stated in the Award Agreement relating to such
Option (the Termination Date); provided,
however, that in the event that the Grantee is a Ten
Percent Stockholder, an Option granted to such Grantee that is
intended to be an Incentive Stock Option shall not be
exercisable after the expiration of five years from its Grant
Date.



| |      |                        
| | ---- | -----------------------
| | 8.4. | Termination of Service.

Unless the Award Agreement provides otherwise,
the Grantee shall be entitled to exercise an Option granted
hereunder for the applicable period designated in this
Section 8.4following his or her termination of
Service. If the Grantees Service terminates other than by
reason of: (i) the Grantees death, (ii) the

7



---



##### 



Grantees Disability or
(iii) termination of the Grantees Service for Cause,
the unvested portion of the Option shall immediately terminate
and the Grantee may exercise the vested portion until thirty
days after the date of such termination of Service. Upon the
Grantees termination of Service for Cause, any Option
granted to the Grantee pursuant to the Plan shall terminate
immediately. If a Grantee dies prior to termination of Service,
or within the period during which exercise is permitted under
this Section 8.4following the termination of
Service as a result of Disability or for a reason other than
Cause, the executors, administrators, legatees or distributees
of such Grantees estate shall have the right, at any time
within 180 days after the date of such Grantees
death, to exercise the vested portion of any Option held by such
Grantee at the date of such Grantees death. If a
Grantees Service terminates as a result of his or her
Disability, the Grantee shall have the right, at any time within
180 days after the date of such Grantees termination
of Service, to exercise the vested portion of any Option held by
such Grantee at the date of such Grantees termination of
Service as a result of Disability.


Notwithstanding the foregoing, in no event shall
the Grantee be entitled to exercise the Option following its
expiration in accordance with Section 8.3or
following an event that results in the termination of the Option
in accordance with Section 17.



| |      |                                   
| | ---- | ----------------------------------
| | 8.5. | Limitations on Exercise of Option.

Notwithstanding any other provision of the Plan,
in no event may any Option be exercised, in whole or in part,
after the occurrence of an event referred to in
Section 17hereof which results in termination of
the Option.



| |      |                    
| | ---- | -------------------
| | 8.6. | Method of Exercise.

An Option that is exercisable may be exercised by
the Grantees delivery to the Company of written notice of
exercise on any business day, at the Companys principal
office, on the form specified by the Company. Such notice shall
specify the number of shares of Stock with respect to which the
Option is being exercised and shall be accompanied by payment in
full of the Option Price of the shares for which the Option is
being exercised plus the amount (if any) of federal and/or other
taxes which the Company may, in its judgment, be required to
withhold with respect to an Award. The minimum number of shares
of Stock with respect to which an Option may be exercised, in
whole or in part, at any time shall be the lesser of
(i) 100 shares or such lesser number set forth in the
applicable Award Agreement and (ii) the maximum number of
shares available for purchase under the Option at the time of
exercise.



| |      |                             
| | ---- | ----------------------------
| | 8.7. | Rights of Holders of Options

Unless otherwise stated in the applicable Award
Agreement, an individual holding or exercising an Option shall
have none of the rights of a stockholder (for example, the right
to receive cash or dividend payments or distributions
attributable to the subject shares of Stock or to direct the
voting of the subject shares of Stock) until the shares of Stock
covered thereby are fully paid and issued to him. Except as
provided in Section 17hereof, no adjustment shall
be made for dividends, distributions or other rights for which
the record date is prior to the date of such issuance.



| |      |                                
| | ---- | -------------------------------
| | 8.8. | Delivery of Stock Certificates.

Promptly after the exercise of an Option by a
Grantee and the payment in full of the Option Price, such
Grantee shall be entitled to the issuance of a stock certificate
or certificates evidencing his or her ownership of the shares of
Stock subject to the Option. Notwithstanding any other provision
of this Plan to the contrary, the Company may elect to satisfy
any requirement under this Plan for the delivery of stock
certificates through the use of book-entry.



| |      |                           
| | ---- | --------------------------
| | 8.9. | Transferability of Options

Except as provided in Section 8.10,
during the lifetime of a Grantee, only the Grantee (or, in the
event of legal incapacity or incompetency, the Grantees
guardian or legal representative) may exercise an Option. Except
as provided in Section 8.10, no Option shall be
assignable or transferable by the Grantee to whom it is granted,
other than by will or the laws of descent and distribution.

8



---



##### 





| |       |                  
| | ----- | -----------------
| | 8.10. | Family Transfers.

If authorized in the applicable Award Agreement,
a Grantee may transfer, not for value, all or part of an Option
which is not an Incentive Stock Option to any Family Member. For
the purpose of this Section 8.10, a not for
value transfer is a transfer which is (i) a gift,
(ii) a transfer under a domestic relations order in
settlement of marital property rights; or (iii) a transfer
to an entity in which more than fifty percent of the voting
interests are owned by Family Members (or the Grantee) in
exchange for an interest in that entity. Following a transfer
under this Section 8.10, any such Option shall
continue to be subject to the same terms and conditions as were
applicable immediately prior to transfer. Subsequent transfers
of transferred Options are prohibited except to Family Members
of the original Grantee in accordance with this
Section 8.10or by will or the laws of descent and
distribution. The events of termination of Service of
Section 8.4hereof shall continue to be applied with
respect to the original Grantee, following which the Option
shall be exercisable by the transferee only to the extent, and
for the periods specified, in Section 8.4.



|   |                          
|-- | -------------------------
|9. | STOCK APPRECIATION RIGHTS

The Board is authorized to grant Stock
Appreciation Rights (SARs) to Grantees on the
following terms and conditions:



| |      |                  
| | ---- | -----------------
| | 9.1. | Right to Payment.

An SAR shall confer on the Grantee to whom it is
granted a right to receive, upon exercise thereof, the excess of
(A) the Fair Market Value of one share of Stock on the date
of exercise over (B) the grant price of the SAR as
determined by the Board. The Award Agreement for an SAR shall
specify the grant price of the SAR, which may be fixed at the
Fair Market Value of a share of Stock on the date of grant or
may vary in accordance with a predetermined formula while the
SAR is outstanding. An SAR granted in tandem with an outstanding
Option following the Grant Date of such Option may have a grant
price that is equal to the Option Price, even if such grant
price is less than the Fair Market Value of a share of Stock on
the grant date of the SAR.



| |      |             
| | ---- | ------------
| | 9.2. | Other Terms.

The Board shall determine at the date of grant or
thereafter, the time or times at which and the circumstances
under which an SAR may be exercised in whole or in part
(including based on achievement of performance goals and/or
future service requirements), the time or times at which SARs
shall cease to be or become exercisable following termination of
Service or upon other conditions, the method of exercise, method
of settlement, form of consideration payable in settlement,
method by or forms in which Stock will be delivered or deemed to
be delivered to Grantees, whether or not an SAR shall be in
tandem or in combination with any other Award, and any other
terms and conditions of any SAR.



|    |                                 
|--- | --------------------------------
|10. | RESTRICTED STOCK AND STOCK UNITS



| |       |                                              
| | ----- | ---------------------------------------------
| | 10.1. | Grant of Restricted Stock or Stock
    Units.

The Board may from time to time grant Restricted
Stock or Stock Units to persons eligible to receive Awards under
Section 6hereof, subject to such restrictions,
conditions and other terms, if any, as the Board may determine.
Awards of Restricted Stock may be made for no consideration
(other than par value of the shares which is deemed paid by
Services already rendered).



| |       |              
| | ----- | -------------
| | 10.2. | Restrictions.

At the time a grant of Restricted Stock or Stock
Units is made, the Board may, in its sole discretion, establish
a period of time (a restricted period) applicable to
such Restricted Stock or Stock Units. Each Award of Restricted
Stock or Stock Units may be subject to a different restricted
period. The Board may, in its sole discretion, at the time a
grant of Restricted Stock or Stock Units is made, prescribe
restrictions in addition to or other than the expiration of the
restricted period, including the satisfaction of corporate or
individual performance objectives, which may be applicable to
all or any portion of the Restricted Stock or Stock Units in
accordance with Section 14.1 and 14.2.
Neither Restricted Stock nor Stock Units may be sold,

9



---



##### 



transferred, assigned, pledged or otherwise
encumbered or disposed of during the restricted period or prior
to the satisfaction of any other restrictions prescribed by the
Board with respect to such Restricted Stock or Stock Units.




| |       |                               
| | ----- | ------------------------------
| | 10.3. | Restricted Stock Certificates.

The Company shall issue, in the name of each
Grantee to whom Restricted Stock has been granted, stock
certificates representing the total number of shares of
Restricted Stock granted to the Grantee, as soon as reasonably
practicable after the Grant Date. The Board may provide in an
Award Agreement that either (i) the Secretary of the
Company shall hold such certificates for the Grantees
benefit until such time as the Restricted Stock is forfeited to
the Company or the restrictions lapse, or (ii) such
certificates shall be delivered to the Grantee, provided,
however, that such certificates shall bear a legend or
legends that comply with the applicable securities laws and
regulations and makes appropriate reference to the restrictions
imposed under the Plan and the Award Agreement.



| |       |                                           
| | ----- | ------------------------------------------
| | 10.4. | Rights of Holders of Restricted
    Stock.

Unless the Board otherwise provides in an Award
Agreement, holders of Restricted Stock shall have the right to
vote such Stock and the right to receive any dividends declared
or paid with respect to such Stock. The Board may provide that
any dividends paid on Restricted Stock must be reinvested in
shares of Stock, which may or may not be subject to the same
vesting conditions and restrictions applicable to such
Restricted Stock. All distributions, if any, received by a
Grantee with respect to Restricted Stock as a result of any
stock split, stock dividend, combination of shares, or other
similar transaction shall be subject to the restrictions
applicable to the original Grant.



| |       |                                  
| | ----- | ---------------------------------
| | 10.5. | Rights of Holders of Stock Units.



| |         |                            
| | ------- | ---------------------------
| | 10.5.1. | Voting and Dividend Rights.

Unless the Board otherwise provides in an Award
Agreement, holders of Stock Units shall have no rights as
stockholders of the Company. The Board may provide in an Award
Agreement evidencing a grant of Stock Units that the holder of
such Stock Units shall be entitled to receive, upon the
Companys payment of a cash dividend on its outstanding
Stock, a cash payment for each Stock Unit held equal to the
per-share dividend paid on the Stock. Such Award Agreement may
also provide that such cash payment will be deemed reinvested in
additional Stock Units at a price per unit equal to the Fair
Market Value of a share of Stock on the date that such dividend
is paid.



| |         |                   
| | ------- | ------------------
| | 10.5.2. | Creditors Rights.

A holder of Stock Units shall have no rights
other than those of a general creditor of the Company. Stock
Units represent an unfunded and unsecured obligation of the
Company, subject to the terms and conditions of the applicable
Award Agreement.



| |       |                        
| | ----- | -----------------------
| | 10.6. | Termination of Service.

Unless the Board otherwise provides in an Award
Agreement or in writing after the Award Agreement is issued,
upon the termination of a Grantees Service, any Restricted
Stock or Stock Units held by such Grantee that have not vested,
or with respect to which all applicable restrictions and
conditions have not lapsed, shall immediately be deemed
forfeited. Upon forfeiture of Restricted Stock or Stock Units,
the Grantee shall have no further rights with respect to such
Award, including but not limited to any right to vote Restricted
Stock or any right to receive dividends with respect to shares
of Restricted Stock or Stock Units.



| |       |                              
| | ----- | -----------------------------
| | 10.7. | Purchase of Restricted Stock.

The Grantee shall be required, to the extent
required by applicable law, to purchase the Restricted Stock
from the Company at a Purchase Price equal to the greater of
(i) the aggregate par value of the shares of Stock
represented by such Restricted Stock or (ii) the Purchase
Price, if any, specified in the Award Agreement relating to such
Restricted Stock. The Purchase Price shall be payable in a form
described in

10



---



##### 



Section 12 or,
in the discretion of the Board, in consideration for past
Services rendered to the Company or an Affiliate.




| |       |                   
| | ----- | ------------------
| | 10.8. | Delivery of Stock.

Upon the expiration or termination of any
restricted period and the satisfaction of any other conditions
prescribed by the Board, the restrictions applicable to shares
of Restricted Stock or Stock Units settled in Stock shall lapse,
and, unless otherwise provided in the Award Agreement, a stock
certificate for such shares shall be delivered, free of all such
restrictions, to the Grantee or the Grantees beneficiary
or estate, as the case may be.



|    |                          
|--- | -------------------------
|11. | UNRESTRICTED STOCK AWARDS

The Board may, in its sole discretion, grant (or
sell at par value or such other higher purchase price determined
by the Board) an Unrestricted Stock Award to any Grantee
pursuant to which such Grantee may receive shares of Stock free
of any restrictions (Unrestricted Stock) under the
Plan. Unrestricted Stock Awards may be granted or sold as
described in the preceding sentence in respect of past services
and other valid consideration, or in lieu of, or in addition to,
any cash compensation due to such Grantee.



|    |                                                     
|--- | ----------------------------------------------------
|12. | FORM OF PAYMENT FOR OPTIONS AND RESTRICTED
    STOCK



| |       |              
| | ----- | -------------
| | 12.1. | General Rule.

Payment of the Option Price for the shares
purchased pursuant to the exercise of an Option or the Purchase
Price for Restricted Stock shall be made in cash or in cash
equivalents acceptable to the Company.



| |       |                    
| | ----- | -------------------
| | 12.2. | Surrender of Stock.

To the extent the Award Agreement so provides,
payment of the Option Price for shares purchased pursuant to the
exercise of an Option or the Purchase Price for Restricted Stock
may be made all or in part through the tender to the Company of
shares of Stock, which shares, if acquired from the Company,
shall have been held for at least six months at the time of
tender and which shall be valued, for purposes of determining
the extent to which the Option Price or Purchase Price has been
paid thereby, at their Fair Market Value on the date of exercise
or surrender.



| |       |                   
| | ----- | ------------------
| | 12.3. | Cashless Exercise.

With respect to an Option only (and not with
respect to Restricted Stock), to the extent the Award Agreement
so provides, payment of the Option Price for shares purchased
pursuant to the exercise of an Option may be made all or in part
by delivery (on a form acceptable to the Board) of an
irrevocable direction to a licensed securities broker acceptable
to the Company to sell shares of Stock and to deliver all or
part of the sales proceeds to the Company in payment of the
Option Price and any withholding taxes described in
Section 19.3.



| |       |                        
| | ----- | -----------------------
| | 12.4. | Other Forms of Payment.

To the extent the Award Agreement so provides,
payment of the Option Price for shares purchased pursuant to
exercise of an Option or the Purchase Price for Restricted Stock
may be made in any other form that is consistent with applicable
laws, regulations and rules.



|    |                           
|--- | --------------------------
|13. | DIVIDEND EQUIVALENT RIGHTS



| |       |                            
| | ----- | ---------------------------
| | 13.1. | Dividend Equivalent Rights.

A Dividend Equivalent Right is an Award entitling
the recipient to receive credits based on cash distributions
that would have been paid on the shares of Stock specified in
the Dividend Equivalent Right (or other award to which it
relates) if such shares had been issued to and held by the
recipient. A Dividend Equivalent Right may be granted hereunder
to any Grantee as a component of another Award or as a
freestanding award. The terms and conditions of Dividend
Equivalent Rights shall be specified in the grant.

11



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##### 



Dividend equivalents credited to the holder of a
Dividend Equivalent Right may be paid currently or may be deemed
to be reinvested in additional shares of Stock, which may
thereafter accrue additional equivalents. Any such reinvestment
shall be at Fair Market Value on the date of reinvestment.
Dividend Equivalent Rights may be settled in cash or Stock or a
combination thereof, in a single installment or installments,
all determined in the sole discretion of the Board. A Dividend
Equivalent Right granted as a component of another Award may
provide that such Dividend Equivalent Right shall be settled
upon exercise, settlement, or payment of, or lapse of
restrictions on, such other award, and that such Dividend
Equivalent Right shall expire or be forfeited or annulled under
the same conditions as such other award. A Dividend Equivalent
Right granted as a component of another Award may also contain
terms and conditions different from such other award.




| |       |                        
| | ----- | -----------------------
| | 13.2. | Termination of Service.

Except as may otherwise be provided by the Board
either in the Award Agreement or in writing after the Award
Agreement is issued, a Grantees rights in all Dividend
Equivalent Rights or interest equivalents shall automatically
terminate upon the Grantees termination of Service for any
reason.



|    |                                            
|--- | -------------------------------------------
|14. | PERFORMANCE AND ANNUAL INCENTIVE
    AWARDS



| |       |                       
| | ----- | ----------------------
| | 14.1. | Performance Conditions

The right of a Grantee to exercise or receive a
grant or settlement of any Award, and the timing thereof, may be
subject to such performance conditions as may be specified by
the Board. The Board may use such business criteria and other
measures of performance as it may deem appropriate in
establishing any performance conditions, and may exercise its
discretion to reduce the amounts payable under any Award subject
to performance conditions, except as limited under
Sections 14.2hereof in the case of a Performance
Award or Annual Incentive Award intended to qualify under Code
Section 162(m). If and to the extent required under Code
Section 162(m), any power or authority relating to a
Performance Award or Annual Incentive Award intended to qualify
under Code Section 162(m), shall be exercised by the
Committee and not the Board.



| |       |                                                                                   
| | ----- | ----------------------------------------------------------------------------------
| | 14.2. | Performance or Annual Incentive Awards Granted
    to Designated Covered Employees

If and to the extent that the Committee
determines that a Performance or Annual Incentive Award to be
granted to a Grantee who is designated by the Committee as
likely to be a Covered Employee should qualify as
performance-based compensation for purposes of Code
Section 162(m), the grant, exercise and/or settlement of
such Performance or Annual Incentive Award shall be contingent
upon achievement of pre-established performance goals and other
terms set forth in this Section 14.2.



| |         |                             
| | ------- | ----------------------------
| | 14.2.1. | Performance Goals Generally.

The performance goals for such Performance or
Annual Incentive Awards shall consist of one or more business
criteria and a targeted level or levels of performance with
respect to each of such criteria, as specified by the Committee
consistent with this Section 14.2. Performance goals
shall be objective and shall otherwise meet the requirements of
Code Section 162(m) and regulations thereunder including
the requirement that the level or levels of performance targeted
by the Committee result in the achievement of performance goals
being substantially uncertain. The Committee may
determine that such Performance or Annual Incentive Awards shall
be granted, exercised and/or settled upon achievement of any one
performance goal or that two or more of the performance goals
must be achieved as a condition to grant, exercise and/or
settlement of such Performance or Annual Incentive Awards.
Performance goals may differ for Performance or Annual Incentive
Awards granted to any one Grantee or to different Grantees.



| |         |                   
| | ------- | ------------------
| | 14.2.2. | Business Criteria.

One or more of the following business criteria
for the Company, on a consolidated basis, and/or specified
subsidiaries or business units of the Company (except with
respect to the total stockholder return and earnings per share
criteria), shall be used exclusively by the Committee in
establishing performance goals for such Performance or Annual
Incentive Awards: (1) total stockholder return;
(2) such total stockholder return as compared to total
return (on a comparable basis) of a publicly available index
such as, but not limited to, the

12



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##### 



Standard & Poors 500 Stock Index;
(3) net income; (4) pretax earnings; (5) earnings
before interest expense, taxes, depreciation and amortization;
(6) pretax operating earnings after interest expense and
before bonuses, service fees, and extraordinary or special
items; (7) operating margin; (8) earnings per share;
(9) return on equity; (10) return on capital;
(11) return on investment; (12) operating earnings;
(13) working capital; (14) ratio of debt to
stockholders equity and (15) revenue.




| |         |                                               
| | ------- | ----------------------------------------------
| | 14.2.3. | Timing For Establishing Performance
    Goals.

Performance goals shall be established not later
than 90 days after the beginning of any performance period
applicable to such Performance or Annual Incentive Awards, or at
such other date as may be required or permitted for
performance-based compensation under Code
Section 162(m).



| |         |                                                
| | ------- | -----------------------------------------------
| | 14.2.4. | Performance or Annual Incentive Award
    Pool.

The Committee may establish a Performance or
Annual Incentive Award pool, which shall be an unfunded pool,
for purposes of measuring Company performance in connection with
Performance or Annual Incentive Awards.



| |         |                                                                       
| | ------- | ----------------------------------------------------------------------
| | 14.2.5. | Settlement of Performance or Annual Incentive
    Awards; Other Terms.

Settlement of such Performance or Annual
Incentive Awards shall be in cash, Stock, other Awards or other
property, in the discretion of the Committee. The Committee may,
in its discretion, reduce the amount of a settlement otherwise
to be made in connection with such Performance or Annual
Incentive Awards. The Committee shall specify the circumstances
in which such Performance or Annual Incentive Awards shall be
paid or forfeited in the event of termination of Service by the
Grantee prior to the end of a performance period or settlement
of Performance Awards.



| |       |                        
| | ----- | -----------------------
| | 14.3. | Written Determinations.

All determinations by the Committee as to the
establishment of performance goals, the amount of any
Performance Award pool or potential individual Performance
Awards and as to the achievement of performance goals relating
to Performance Awards, and the amount of any Annual Incentive
Award pool or potential individual Annual Incentive Awards and
the amount of final Annual Incentive Awards, shall be made in
writing in the case of any Award intended to qualify under Code
Section 162(m). To the extent required to comply with Code
Section 162(m), the Committee may delegate any
responsibility relating to such Performance Awards or Annual
Incentive Awards.



| |       |                                                            
| | ----- | -----------------------------------------------------------
| | 14.4. | Status of Section 14.2 Awards Under Code
    Section 162(m)

It is the intent of the Company that Performance
Awards and Annual Incentive Awards under Section 14.2hereof granted to persons who are designated by the
Committee as likely to be Covered Employees within the meaning
of Code Section 162(m) and regulations thereunder shall, if
so designated by the Committee, constitute qualified
performance-based compensation within the meaning of Code
Section 162(m) and regulations thereunder. Accordingly, the
terms of Section 14.2, including the definitions of
Covered Employee and other terms used therein, shall be
interpreted in a manner consistent with Code Section 162(m)
and regulations thereunder. The foregoing notwithstanding,
because the Committee cannot determine with certainty whether a
given Grantee will be a Covered Employee with respect to a
fiscal year that has not yet been completed, the term Covered
Employee as used herein shall mean only a person designated by
the Committee, at the time of grant of Performance Awards or an
Annual Incentive Award, as likely to be a Covered Employee with
respect to that fiscal year. If any provision of the Plan or any
agreement relating to such Performance Awards or Annual
Incentive Awards does not comply or is inconsistent with the
requirements of Code Section 162(m) or regulations
thereunder, such provision shall be construed or deemed amended
to the extent necessary to conform to such requirements.



|    |                      
|--- | ---------------------
|15. | PARACHUTE LIMITATIONS

Notwithstanding any other provision of this Plan
or of any other agreement, contract, or understanding heretofore
or hereafter entered into by a Grantee with the Company or any
Affiliate, except an agreement,

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contract, or understanding hereafter entered into
that expressly modifies or excludes application of this
paragraph (an Other Agreement), and notwithstanding
any formal or informal plan or other arrangement for the direct
or indirect provision of compensation to the Grantee (including
groups or classes of Grantees or beneficiaries of which the
Grantee is a member), whether or not such compensation is
deferred, is in cash, or is in the form of a benefit to or for
the Grantee (a Benefit Arrangement), if the Grantee
is a disqualified individual, as defined in
Section 280G(c) of the Code, any Option, Restricted Stock
or Stock Unit held by that Grantee and any right to receive any
payment or other benefit under this Plan shall not become
exercisable or vested (i) to the extent that such right to
exercise, vesting, payment, or benefit, taking into account all
other rights, payments, or benefits to or for the Grantee under
this Plan, all Other Agreements, and all Benefit Arrangements,
would cause any payment or benefit to the Grantee under this
Plan to be considered a parachute payment within the
meaning of Section 280G(b)(2) of the Code as then in effect
(a Parachute Payment) and (ii) if, as a
result of receiving a Parachute Payment, the aggregate after-tax
amounts received by the Grantee from the Company under this
Plan, all Other Agreements, and all Benefit Arrangements would
be less than the maximum after-tax amount that could be received
by the Grantee without causing any such payment or benefit to be
considered a Parachute Payment. In the event that the receipt of
any such right to exercise, vesting, payment, or benefit under
this Plan, in conjunction with all other rights, payments, or
benefits to or for the Grantee under any Other Agreement or any
Benefit Arrangement would cause the Grantee to be considered to
have received a Parachute Payment under this Plan that would
have the effect of decreasing the after-tax amount received by
the Grantee as described in clause (ii) of the preceding
sentence, then the Grantee shall have the right, in the
Grantees sole discretion, to designate those rights,
payments, or benefits under this Plan, any Other Agreements, and
any Benefit Arrangements that should be reduced or eliminated so
as to avoid having the payment or benefit to the Grantee under
this Plan be deemed to be a Parachute Payment.




|    |                    
|--- | -------------------
|16. | REQUIREMENTS OF LAW



| |       |         
| | ----- | --------
| | 16.1. | General.

The Company shall not be required to sell or
issue any shares of Stock under any Award if the sale or
issuance of such shares would constitute a violation by the
Grantee, any other individual exercising an Option, or the
Company of any provision of any law or regulation of any
governmental authority, including without limitation any federal
or state securities laws or regulations. If at any time the
Company shall determine, in its discretion, that the listing,
registration or qualification of any shares subject to an Award
upon any securities exchange or under any governmental
regulatory body is necessary or desirable as a condition of, or
in connection with, the issuance or purchase of shares
hereunder, no shares of Stock may be issued or sold to the
Grantee or any other individual exercising an Option pursuant to
such Award unless such listing, registration, qualification,
consent or approval shall have been effected or obtained free of
any conditions not acceptable to the Company, and any delay
caused thereby shall in no way affect the date of termination of
the Award. Specifically, in connection with the Securities Act,
upon the exercise of any Option or the delivery of any shares of
Stock underlying an Award, unless a registration statement under
such Act is in effect with respect to the shares of Stock
covered by such Award, the Company shall not be required to sell
or issue such shares unless the Board has received evidence
satisfactory to it that the Grantee or any other individual
exercising an Option may acquire such shares pursuant to an
exemption from registration under the Securities Act. Any
determination in this connection by the Board shall be final,
binding, and conclusive. The Company may, but shall in no event
be obligated to, register any securities covered hereby pursuant
to the Securities Act. The Company shall not be obligated to
take any affirmative action in order to cause the exercise of an
Option or the issuance of shares of Stock pursuant to the Plan
to comply with any law or regulation of any governmental
authority. As to any jurisdiction that expressly imposes the
requirement that an Option shall not be exercisable until the
shares of Stock covered by such Option are registered or are
exempt from registration, the exercise of such Option (under
circumstances in which the laws of such jurisdiction apply)
shall be deemed conditioned upon the effectiveness of such
registration or the availability of such an exemption.

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| |       |            
| | ----- | -----------
| | 16.2. | Rule 16b-3.

During any time when the Company has a class of
equity security registered under Section 12 of the Exchange
Act, it is the intent of the Company that Awards pursuant to the
Plan and the exercise of Options granted hereunder will qualify
for the exemption provided by Rule 16b-3 under the Exchange
Act. To the extent that any provision of the Plan or action by
the Board does not comply with the requirements of
Rule 16b-3, it shall be deemed inoperative to the extent
permitted by law and deemed advisable by the Board, and shall
not affect the validity of the Plan. In the event that
Rule 16b-3 is revised or replaced, the Board may exercise
its discretion to modify this Plan in any respect necessary to
satisfy the requirements of, or to take advantage of any
features of, the revised exemption or its replacement.



|    |                                    
|--- | -----------------------------------
|17. | EFFECT OF CHANGES IN CAPITALIZATION



| |       |                  
| | ----- | -----------------
| | 17.1. | Changes in Stock.

If the number of outstanding shares of Stock is
increased or decreased or the shares of Stock are changed into
or exchanged for a different number or kind of shares or other
securities of the Company on account of any recapitalization,
reclassification, stock split, reverse split, combination of
shares, exchange of shares, stock dividend or other distribution
payable in capital stock, or other increase or decrease in such
shares effected without receipt of consideration by the Company
occurring after the Effective Date, the number and kinds of
shares for which grants of Options and other Awards may be made
under the Plan shall be adjusted proportionately and accordingly
by the Company. In addition, the number and kind of shares for
which Awards are outstanding shall be adjusted proportionately
and accordingly so that the proportionate interest of the
Grantee immediately following such event shall, to the extent
practicable, be the same as immediately before such event. Any
such adjustment in outstanding Options or SARs shall not change
the aggregate Option Price or SAR Exercise Price payable with
respect to shares that are subject to the unexercised portion of
an outstanding Option or SAR, as applicable, but shall include a
corresponding proportionate adjustment in the Option Price or
SAR Exercise Price per share. The conversion of any convertible
securities of the Company shall not be treated as an increase in
shares effected without receipt of consideration.
Notwithstanding the foregoing, in the event of any distribution
to the Companys stockholders of securities of any other
entity or other assets without receipt of consideration by the
Company, the Company may, in such manner as the Company deems
appropriate, adjust (i) the number and kind of shares
subject to outstanding Awards and/or (ii) the exercise
price of outstanding Options and Stock Appreciation Rights to
reflect such distribution.



| |       |                                                                                                                       
| | ----- | ----------------------------------------------------------------------------------------------------------------------
| | 17.2. | Reorganization in Which the Company Is the
    Surviving Entity Which does not Constitute a Corporate
    Transaction.

Subject to Section 17.3hereof, if
the Company shall be the surviving entity in any reorganization,
merger, or consolidation of the Company with one or more other
entities which does not constitute a Corporate Transaction, any
Option or SAR theretofore granted pursuant to the Plan shall
pertain to and apply to the securities to which a holder of the
number of shares of Stock subject to such Option or SAR would
have been entitled immediately following such reorganization,
merger, or consolidation, with a corresponding proportionate
adjustment of the Option Price or SAR Exercise Price per share
so that the aggregate Option Price or SAR Exercise Price
thereafter shall be the same as the aggregate Option Price or
SAR Exercise Price of the shares remaining subject to the Option
or SAR immediately prior to such reorganization, merger, or
consolidation. Subject to any contrary language in an Award
Agreement evidencing an Award, any restrictions applicable to
such Award shall apply as well to any replacement shares
received by the Grantee as a result of the reorganization,
merger or consolidation. In the event of a transaction described
in this Section 17.2, Stock Units shall be adjusted
so as to apply to the securities that a holder of the number of
shares of Stock subject to the Stock Units would have been
entitled to receive immediately following such transaction.

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| |       |                       
| | ----- | ----------------------
| | 17.3. | Corporate Transaction.

Subject to the exceptions set forth in the last
sentence of this Section 17.3and the last sentence
of Section 17.4:

(i) upon the occurrence of a Corporate
Transaction, all outstanding shares of Restricted Stock and all
Stock Units shall be deemed to have vested, and all restrictions
and conditions applicable to such shares of Restricted Stock
shall be deemed to have lapsed and the shares of stock subject
to such Stock Units shall be delivered, immediately prior to the
occurrence of such Corporate Transaction, and

(ii) either of the following two actions
shall be taken:



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (A) fifteen days prior to the scheduled
    consummation of a Corporate Transaction, all Options and SARs
    outstanding hereunder shall become immediately exercisable and
    shall remain exercisable for a period of fifteen days, or                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|
| | (B) the Board may elect, in its sole
    discretion, to cancel any outstanding Awards of Options,
    Restricted Stock, Stock Units and/or SARs and pay or deliver, or
    cause to be paid or delivered, to the holder thereof an amount
    in cash or securities having a value (as determined by the Board
    acting in good faith), in the case of Restricted Stock or Stock
    Units, equal to the formula or fixed price per share paid to
    holders of shares of Stock and, in the case of Options or SARs,
    equal to the product of the number of shares of Stock subject to
    the Option or SAR (the Award Shares) multiplied by
    the amount, if any, by which (I) the formula or fixed price
    per share paid to holders of shares of Stock pursuant to such
    transaction exceeds (II) the Option Price or SAR Exercise
    Price applicable to such Award Shares.

With respect to the Companys establishment
of an exercise window, (i) any exercise of an Option or SAR
during such fifteen-day period shall be conditioned upon the
consummation of the event and shall be effective only
immediately before the consummation of the event, and
(ii) upon consummation of any Corporate Transaction the
Plan, and all outstanding but unexercised Options and SARs shall
terminate. The Board shall send written notice of an event that
will result in such a termination to all individuals who hold
Options and SARs not later than the time at which the Company
gives notice thereof to its stockholders.

This Section 17.3shall not apply to
any Corporate Transaction to the extent that provision is made
in writing in connection with such Corporate Transaction for the
assumption or continuation of the Options, SARs, Restricted
Stock and Stock Units theretofore granted, or for the
substitution for such Options, SARs, Restricted Stock and Stock
Units for new common stock options and stock appreciation rights
and new common stock restricted stock and stock units relating
to the stock of a successor entity, or a parent or subsidiary
thereof, with appropriate adjustments as to the number of shares
(disregarding any consideration that is not common stock) and
option and stock appreciation right exercise prices, in which
event the Plan, Options, SARs, Restricted Stock and Stock Units
theretofore granted shall continue in the manner and under the
terms so provided.



| |       |             
| | ----- | ------------
| | 17.4. | Adjustments.

Adjustments under this Section 17related to shares of Stock or securities of the Company
shall be made by the Board, whose determination in that respect
shall be final, binding and conclusive. No fractional shares or
other securities shall be issued pursuant to any such
adjustment, and any fractions resulting from any such adjustment
shall be eliminated in each case by rounding downward to the
nearest whole share. The Board shall determine the effect of a
Corporate Transaction upon Awards other than Options, SARs, and
Restricted Stock, and such effect shall be set forth in the
appropriate Award Agreement. The Board may provide in the Award
Agreements at the time of grant, or any time thereafter with the
consent of the Grantee, for different provisions to apply to an
Award in place of those described in Sections 17.1, 17.2and 17.3.



| |       |                           
| | ----- | --------------------------
| | 17.5. | No Limitations on Company.

The making of Awards pursuant to the Plan shall
not affect or limit in any way the right or power of the Company
to make adjustments, reclassifications, reorganizations, or
changes of its capital or business structure or to merge,
consolidate, dissolve, or liquidate, or to sell or transfer all
or any part of its business or assets.

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|    |                  
|--- | -----------------
|18. | CHANGE IN CONTROL

Unless otherwise provided in the Award Agreement,
to the extent it remains outstanding and unexercised, each
Option shall be deemed to have vested in full immediately prior
to the occurrence of a Change in Control. A Change in
Control shall mean the occurrence of any of the following
events: (i) the dissolution or liquidation of the Company,
(ii) the sale of all or substantially all of the assets of
the Company to another person or entity, (iii) a merger,
consolidation or reorganization of the Company with one or more
other persons or entities where the Company is not the surviving
entity, or (iv) a merger, acquisition or other transaction
in which the Company is the surviving corporation that results
in any person or entity (other than persons who are holders of
5% or more of the stock of the Company at the time the
transaction is approved by the stockholders and other than any
Affiliate) acquiring beneficial ownership of 51% or more of the
combined voting power of all classes of stock of the Company,
excluding any change in voting control arising as a result of
the conversion of Class B common stock of the
Company to Class A common stock of the Company or
any distribution by RF Investors, L.L.C. to any of its direct or
indirect owners, investors or their respective affiliates
(within the meaning of Rule 405 of Regulation C under
the 1933 Act). Any termination of an Option in connection with a
Change in Control, the period during which the Option may be
exercised prior to such termination, and the required notice to
be provided by the Company to the Grantee prior to such
termination shall be determined according to
Section 17.3above.



|    |                   
|--- | ------------------
|19. | GENERAL PROVISIONS



| |       |                     
| | ----- | --------------------
| | 19.1. | Disclaimer of Rights

No provision in the Plan or in any Award or Award
Agreement shall be construed to confer upon any individual the
right to remain in the employ or service of the Company or any
Affiliate, or to interfere in any way with any contractual or
other right or authority of the Company either to increase or
decrease the compensation or other payments to any individual at
any time, or to terminate any employment or other relationship
between any individual and the Company. In addition,
notwithstanding anything contained in the Plan to the contrary,
unless otherwise stated in the applicable Award Agreement, no
Award granted under the Plan shall be affected by any change of
duties or position of the Grantee, so long as such Grantee
continues to be a director, officer, consultant or employee of
the Company or an Affiliate. The obligation of the Company to
pay any benefits pursuant to this Plan shall be interpreted as a
contractual obligation to pay only those amounts described
herein, in the manner and under the conditions prescribed
herein. The Plan shall in no way be interpreted to require the
Company to transfer any amounts to a third party trustee or
otherwise hold any amounts in trust or escrow for payment to any
Grantee or beneficiary under the terms of the Plan.



| |       |                           
| | ----- | --------------------------
| | 19.2. | Nonexclusivity of the Plan

Neither the adoption of the Plan nor the
submission of the Plan to the stockholders of the Company for
approval shall be construed as creating any limitations upon the
right and authority of the Board to adopt such other incentive
compensation arrangements (which arrangements may be applicable
either generally to a class or classes of individuals or
specifically to a particular individual or particular
individuals) as the Board in its discretion determines
desirable, including, without limitation, the granting of stock
options otherwise than under the Plan.



| |       |                  
| | ----- | -----------------
| | 19.3. | Withholding Taxes

The Company or an Affiliate, as the case may be,
shall have the right to deduct from payments of any kind
otherwise due to a Grantee any federal, state, or local taxes of
any kind required by law to be withheld with respect to the
vesting of or other lapse of restrictions applicable to an Award
or upon the issuance of any shares of Stock upon the exercise of
an Option or pursuant to an Award. At the time of such vesting,
lapse, or exercise, the Grantee shall pay to the Company or the
Affiliate, as the case may be, any amount that the Company or
the Affiliate may reasonably determine to be necessary to
satisfy such withholding obligation. Subject to the prior
approval of the Company or the Affiliate, which may be withheld
by the Company or the Affiliate, as the case may be, in its sole
discretion, the Grantee may elect to satisfy such obligations,
in whole or in part, (i) by causing the Company or the
Affiliate to withhold shares of Stock otherwise issuable to the

17



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Grantee or (ii) by delivering to the Company
or the Affiliate shares of Stock already owned by the Grantee.
The shares of Stock so delivered or withheld shall have an
aggregate Fair Market Value equal to such withholding
obligations. The Fair Market Value of the shares of Stock used
to satisfy such withholding obligation shall be determined by
the Company or the Affiliate as of the date that the amount of
tax to be withheld is to be determined. A Grantee who has made
an election pursuant to this Section 19.3may
satisfy his or her withholding obligation only with shares of
Stock that are not subject to any repurchase, forfeiture,
unfulfilled vesting, or other similar requirements.




| |       |         
| | ----- | --------
| | 19.4. | Captions

The use of captions in this Plan or any Award
Agreement is for the convenience of reference only and shall not
affect the meaning of any provision of the Plan or such Award
Agreement.



| |       |                 
| | ----- | ----------------
| | 19.5. | Other Provisions

Each Award granted under the Plan may contain
such other terms and conditions not inconsistent with the Plan
as may be determined by the Board, in its sole discretion.



| |       |                  
| | ----- | -----------------
| | 19.6. | Number and Gender

With respect to words used in this Plan, the
singular form shall include the plural form, the masculine
gender shall include the feminine gender, etc., as the context
requires.



| |       |             
| | ----- | ------------
| | 19.7. | 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.



| |       |              
| | ----- | -------------
| | 19.8. | Governing Law

The validity and construction of this Plan and
the instruments evidencing the Award hereunder shall be governed
by the laws of the State of Delaware, other than any conflicts
or choice of law rule or principle that might otherwise refer
construction or interpretation of this Plan and the instruments
evidencing the Awards granted hereunder to the substantive laws
of any other jurisdiction.

18